serial number - bse india

Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

1

Serial Number: Name of Investor:

Adani Enterprises Limited

Public limited company incorporated under the Companies Act, 1956 with Corporate Identification Number

L51100GJ1993PLC019067 Date of Incorporation: 2nd March, 1993

Registered Office: Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 Contact person: Mr. Jatin Jalundhwala Email: [email protected]

Tel: +91-79-2555 5555; Fax: +91-79-2555 5500; Website: www.adanienterprises.com

INFORMATION MEMORANDUM FOR THE ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS

ISSUE OF 4000 RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000/- EACH, AGGREGATING RS. 400CRORESON A PRIVATE PLACEMENT BASIS(THE “ISSUE”) BY ADANI ENTERPRISES LIMITED (THE “ISSUER” OR THE “COMPANY”).

This Private Placement Offer Letter (hereinafter referred to as the “Information Memorandum”) is prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended by the Securities and Exchange Board of India (Issue and Listing of Debt Securities (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 and CIR/IMD/DF/18/2013 dated October 29, 2013), Securities and Exchange Board of India Issue and Listing of Debt Securities (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and Securities and Exchange Board of India Issue and Listing of Debt Securities (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015 and Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities). General Risk Investors are advised to take informed decision before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the Issue and the Information Memorandum including the risks involved. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the risk factors mentioned elsewhere in this offer document. Issuer’s Absolute Responsibility The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Credit Rating CARE Ratings Limited has assigned “CARE A; Stable” rating to these Debentures by letter dated 30th April 2020 Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The credit rating letter dated 30th April 2020 issued by CARE Ratings Limited is enclosed as Annexure A to this Information Memorandum. The rating should not be treated as recommendation to buy, sell or hold the Debentures. Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the Rating Agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The Rating Agency has a right to suspend, withdraw or revise the rating at any time on the basis of new information etc. Listing The Debentures offered through this Information Memorandum are proposed to be listed on the wholesale debt market segment of the BSE Limited. The Issuer has obtained "in-principle" approval from the BSE on 4th May 2020 and will apply for final listing of the Debentures offered through this Issue within 20 (Twenty) Trading Days from the Deemed Date of Allotment.

mailto:[email protected]

http://www.adanienterprises.com


2

Registrar: - Link Intime India Private Limited 5th Floor, 506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C G Road, Navrangpura, Ahmedabad - 380009 Contact Person: Mr. Nilesh Dalwadi Email id: [email protected]

Debenture Trustee: - IDBI Trusteeship Services Limited Asian Building Ground Floor, 17 R. Kamani Marg, Ballard Estate, Mumbai-400001 Phone No: +22 40807000 Fax No: +22 66311776 Contact Person: Mr. Rajesh Chandra E-mail: [email protected]

Issue Programme Issue Opening Date Issue Closing Date 19th May, 2020 19th May, 2020




3

DEFINITIONS AND ABBREVIATIONS Term Definition Act Companies Act, 2013 AEL/Issuer/Company Adani Enterprises Limited

Adani Group / Group

Adani Group means S.B. Adani Family Trust, Adani Properties Private Limited, Adani Tradeline LLP, Gautam Adani, Rajesh Adani, Vinod S. Adani and all companies and entities controlled directly or indirectly by S.B. Adani Family Trust or Adani Properties Private Limited or Adani Tradeline LLP or Gautam Adani or Rajesh Adani or Vinod S. Adani, separately or collectively

AGPTE Adani Global PTE Ltd., wholly owned subsidiary of AEL

ABPL Adani Bunkering Pvt Limited

AWL Adani Wilmar Ltd.

AGFZE Adani Global FZE, wholly owned subsidiary of AEL

AMPTY Adani Mining PTY, wholly owned subsidiary of AEL

ASPL Adani Shipping Private Ltd.

Application Form The form in terms of which, the investors shall apply for the Debentures of the Issuer and appended herewith as Annexure B

Articles Articles of Association of the Issuer Board/Board of Directors Board of directors of the Issuer BSE BSE Limited

Business Day Means a day (other than a Second & Fourth Saturday or Sunday or a Bank holiday) on which banks are open for general business in Mumbai and Ahmedabad

CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited Committee Any committee of the Board of Directors Companies Act The Companies Act, 2013 Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form Debenture Trustee IDBI Trusteeship services Limited

Debenture Trustee Agreement

The debenture trustee appointment agreement to be executed between the Issuer and the Debenture Trustee

Debentures 4,000 Rated, Listed, Secured, Redeemable, Non-convertible Debentures of face value of Rs. 10,00,000/- each, aggregating Rs. 400 crores on a private placement basis.

Debenture Documents

(a) Debenture Trust Deed; (b) Debenture Trustee Agreement; (c) Deed of Hypothecation; (d) Information Memorandum; (e) the letters issued by the Debenture Trustee and Rating Agency, the letters

appointing the registrar and transfer agent with respect to issuance of the Debentures; and

(f) Any other document that may be designated as a Debenture Document by the Debenture Trustee and the Issuer

Deemed Date of Allotment 20th May 2020

Depositories NSDL and CDSL EBIDTA Earnings Before Interest, Depreciation, Tax & Amortization ECGC Export Credit Guarantee Corporation of India


4

Eligible Investors

(a) Companies, Body Corporate and Societies, authorized to invest in debentures

(b) Insurance Companies and Trusts authorized to invest in Bonds (c) Commercial Banks, Financial Institutions, Co-operative Banks, Regional

Rural Banks etc. (d) Non-Banking Finance Companies and Residuary Non-Banking Finance

Companies (e) Mutual Funds (f) Provident Fund, Chit Funds (g) SEBI registered foreign institutional investors (“FIIs”) and sub-accounts of

FIIs (h) Any other investor authorized to invest in these Debentures

Event of Default As defined in the Debenture Trust Deed FEMA Foreign Exchange and Management Act, 1999 (as amended from time to time) Final Redemption Date 20th May, 2023 FIIs Foreign institutional investors registered with SEBI under the Securities and

Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 (as amended from time to time)

FPIs Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

Information Memorandum

This information memorandum dated [.]for private placement of the Debentures to eligible investors

Issue Rated, Listed, Secured, Redeemable, Non-convertible Debentures of face value of Rs. 10,00,000/- each, aggregating Rs. 400 crores on a private placement basis.

MMT Million Metric Ton MMTPA Million Metric Ton Per Annum MSPVL Mundra Solar PV Ltd, wholly owned subsidiary of AEL NCD Non-convertible Debentures NSDL National Securities Depository Limited

OECD Organization for Economic Cooperation & Development Forum

PEKB Parsa East & Kente Coal Block

Rating Agency CARE Ratings Limited RBI Reserve Bank of India Record Date 15 days prior to the Interest Payment Date / Redemption Date Registrar and Transfer Agent

Link Intime India Private Limited

ROC Registrar of Companies, Gujarat RoU Right of Use Rs./Rupees/INR Unit for Lawful Currency of the Republic of India SBAFT S.B. Adani Family Trust SEBI Securities and Exchange Board of India

SEBI Debt Regulations The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time)

Secured Assets The assets charged, assigned, pledged or otherwise made the subject of security pursuant to the Debenture Documents

Trading Day Each day on which the NSE and/or BSE is open for trading USD US Dollar, being the Unit of Lawful Currency of the United States of America


5

DISCLAIMERS GENERAL DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures, to be listed on BSE Limited is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 49 (forty nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Information Memorandum has been prepared in conformity with the SEBI Debt Regulations. Therefore, as per the applicable provisions, a copy of this Information Memorandum has not been filed or submitted to the SEBI for its review and/or approval. It is the responsibility of potential Eligible Investors to also ensure that any sale by them of the Debentures does not constitute an offer to the public within the meaning of the Companies Act. This Information Memorandum has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential Eligible Investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer having made all reasonable enquiries, accepts responsibility for and confirms that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. This Information Memorandum and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without written consent of the Issuer. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause “eligible investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This issue is made in India to the eligible investors, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. DISCLAIMER OF THE ISSUER The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material


6

fact necessary to make the statements herein, in the light of the circumstances under which they are made, are not misleading. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI. The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any Issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum has not been filed with the SEBI. The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Information Memorandum. It is to be distinctly understood that filing of this Information Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves right to take up at any point of time, with the Company, any irregularities or lapses in this document. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been submitted to the BSE for hosting the same on its website. It is to be distinctly understood that filing of this Information Memorandum with the BSE should not, in any way, be deemed or construed that the same has been cleared or approved by the BSE. The BSE does not take any responsibility for the purpose for which the issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this offer document. DISCLAIMER OF THE CREDIT RATING AGENCY The ratings of the Credit Rating Agencies should not be treated as a recommendation to buy, sell or hold the Debentures. The Credit Rating Agencies ratings are subject to a process of surveillance which may lead to a revision in ratings. Please visit the Credit Rating Agency’s website (www.careratings.com) or contact the Credit Rating Agency’s office for the latest information on the Credit Rating Agency’s ratings. All information contained herein has been obtained by the Credit Rating Agency from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and the credit rating agency in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. All information contained herein must be construed solely as statements of opinion and Credit Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents. DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not

undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee, its agents or advisors.

II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer. Accordingly, the Debenture Trustee shall have no liability in relation to the information contained in this Information Memorandum or any other information provided by the Issuer in connection with the issue.

III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures.

http://www.careratings.com)


7

Cautionary Note: The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investor should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investor's particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The investors have agreed that they (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding the Debentures, except as included in the Information Memorandum, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (v) have made their own investment decision regarding the Debentures, (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, and (vii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures. Neither this Information Memorandum nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. This Information Memorandum is made available to potential investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.


8

Table indicating references of disclosures requirements under Form PAS-4

Sr. No. Particulars Page No. 1. GENERAL INFORMATION 10 a. Name, address, website and other contact details of the Company indicating

both registered office and corporate office; 12

b. Date of incorporation of the Company; 12 c. Business carried on by the Company and its subsidiaries with the details of

branches or units, if any; 12

d. Brief particulars of the management of the Company; 25 e. Names, addresses, DIN and occupations of the directors; 25 f. Management’s perception of risk factors; 27 g. Details of default, if any, including therein the amount involved, duration of

default and present status, in repayment of – i) statutory dues; ii) debentures and interest thereon; iii) deposits and interest thereon; iv) Loan from any bank or financial institution and interest thereon.

30

h. Disclosure pertaining to wilful default 30 I. Any default in Annual filing of the Company under the Companies Act, 2013 or

the rules made 30

j. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the Company, if any, for the private placement offer process;

2. PARTICULARS OF THE OFFER 31 a. Date of passing of board resolution; 31 b. Date of passing of resolution in the general meeting , authorizing the offer of

securities; 31

c. Kinds of securities offered (i.e. whether share or debenture) and class of security; 31 d. Price at which the security is being offered including the premium, if any, along

with justification of the price; 31

e. Amount which the Company intends to raise by way of securities; 31 f. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of

interest, mode of payment and repayment; 31

g. Proposed time schedule for which the Information Memorandum is valid 31 h. Purposes and objective of the offer; 31 i. Contribution being made by the promoters or directors either as part of the offer

or separately in furtherance of such objects; 35

j. Allotment made in the last one year for consideration other than cash 36 k. The proposed time within which the allotment shall be completed; 36 l. The change in control, if any, in the Company that would occur consequent to

the private placement 36

m. Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer

36

n. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer 36

o. Mode of payment for subscription 36 p. The pre-issue and post-issue shareholding pattern of the Issuer 36 q. Principle terms of assets charged as security, if applicable; 36 r Relevant date with reference to which the price has been arrived at 36 3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. 36 a. Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons.

36

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

36

c. Remuneration of directors (during the current period and last three financial years); 36


9

d. Related party transactions entered during the last three financial years immediately preceding the year of circulation of Information Memorandum including with regard to loans made or, guarantees given or securities provided

37

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of Information Memorandum and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

37

f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Information Memorandum and if so, section-wise details thereof for the Company and all of its subsidiaries

37

g. Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company

37

h. The details of significant and material orders passed by the regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations

37

4. FINANCIAL POSITION OF THE COMPANY 38 a. The capital structure of the Company in the following manner in a tabular form- 38

(i) (a) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value);

38

(b) Size of the present offer; 38

(c) Paid up capital 38

(d) After the offer 38

(e) After conversion of convertible instruments (if applicable) 38

(f) Share premium account (before and after the offer) 38

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the Information Memorandum separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;

39

b. Profits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Information Memorandum;

46

c. Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

46

d. A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum;

47

e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum; 48

f. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company. 52

5. A DECLARATION THAT- a. the Company has complied with the provisions of the Act and the rules made

there under; b. the compliance with the Act and the rules does not imply that payment of

dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the offer shall be used only for the purposes and objects indicated in the Information Memorandum;

64


10

GENERAL INFORMATION Registered Office / Corporate Office of the Issuer Adani Enterprises Limited Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009 Tel: +91-79-2555 5555 Fax: +91-79-2555 5500 Website: www.adanienterprises.com

Compliance Officer Mr. Jatin Jalundhwala Company Secretary &Joint President Legal Adani Enterprises Ltd. Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 Email: [email protected]

Chief Financial Officer Mr. Jugeshinder Singh Chief Financial Officer Adani Enterprises Limited Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 Email: [email protected]

Debenture Trustee IDBI Trusteeship Services Limited Asian Building Ground Floor, 17 R. Kamani Marg, Ballard Estate, Mumbai-400001 Phone No:+22 40807000 Fax No: +22 66311776 Contact Person: Mr. Rajesh Chandra E-mail: [email protected]

Registrar and Transfer Agent Link Intime India Private Limited 5th Floor, 506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C G Road, Navrangpura, Ahmedabad - 380009 Tel: +91-79-26465179 Email id: [email protected]

Credit Rating Agency CARE Ratings Limited, 32, Titanium, Prahaladnagar Corporate Road, Satellite, Ahmedabad 380 015 Phone No. +91 79 4026 5656 Contact Person: Mr. Deepak Prajapati Website: www.careratings.com

Auditors of the Company M/s Shah Dhandharia & Co. 807, Abhijeet-1, Mithakhali Six Road, Navrangpura, Ahmedabad – 380 009, Gujarat, India. Phone No: 91 (0)79 4890 1710 Contact Person: Mr. Ankit Ajmera

http://www.adanienterprises.com





http://www.careratings.com


11

LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE List of disclosures to be filed along with the listing application to the stock exchange:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years audited and adopted Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories.

E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

G. An undertaking that permission / no objection certificate from the existing lenders for the proposed first pari-passu charge being created, where ever applicable, in favour of the trustees in relation to the proposed issue will be obtained within a period of 6 months from the date of the Security creation.

LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE

List of documents/disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years’ audited and adopted Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Financials as on 31st March, 2019 standalone and consolidated / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any;

E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two working days of their specific request.


12

Date of Incorporation of the Issuer: 2nd March, 1993 Business carried on by the Company and its subsidiaries Adani Enterprises Limited(“AEL”), the flagship company of the Adani Group, is one of the fastest growing

Integrated Commodity management houses in India

Name of the Company Adani Enterprises Limited(AEL) Date of Incorporation March2,1993

Group/House Adani Group

Constitution Public Limited Company

CIN L51100GJ1993PLC019067 Registered Office 'Adani House', Near Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009, Gujarat

In addition to successfully managing and growing its Resource led core business operations, AEL has over the

years followed the business strategy of seeding new business interests for the Group, developing the same into a

sizeable and self-sustaining vertical and hiving it off into an independent and scalable platform thereby unlocking

value as well as creating shareholder wealth (AEL has given a whopping 30% CAGR in the last 25 years to the

shareholders).

Presently, AEL has a diversified business platform and operates across multiple sectors such as:

Core Business Operations:

Contract mining through Coal Mining Development & Operations (MDO) for third parties (mostly state

government owned utility companies) in India

Integrated Coal Management (ICM) business primarily housed in India, Singapore and Dubai and

focused on coal sourcing and logistics management to supply coal to power generators (including public

sector, state government owned and Adani Group’s power vertical)

Coal Mining (Bunyu coal mine in Indonesia is operational with reserves of 269 MT and current

production of 4MT & Carmichael project (discussed subsequently) being under development)

Business Interest with potential future growth

Solar Manufacturing

Other Business Activities:

Adani Wilmar – 50:50 Joint Venture with Wilmar, Singapore

Bunkering & Shipping Business

Agri-Business. Besides that AEL also has operations in Agri-processing.


13

Considering significant businesses and expertise in the coal businesses and with intention to achieve long term

high grade coal security, AEL had ventured overseas and has developed and operates coal mine in Indonesia and

has also forayed into Australia to develop the required infrastructure to provide for the energy requirements of

India and South East Asia.

SUCCESSFUL INCUBATOR

AEL has over the years followed the business strategy of seeding new business interests for the Group,

developing the same into a sizeable and self-sustaining vertical and post that hiving it off into an independent

and scalable platform thereby unlocking value as well as creating shareholder wealth. It has unparalleled track

record of transforming businesses from gestation to independence.

AEL begins incubation of any business with an assessment of identifying gaps and derived opportunities.

Subsequently it leverages its skill, resources and experience to scale up new business ventures into a self-

sustainable venture. This strategy has helped the group to diversify into various business functions thereby

making it a successful and diversified infrastructure conglomerate. Following businesses were independently

listed once they achieved a critical mass, scale and size.

Sr. Business Commencement by AEL & Demerging from AEL 1 Adani Ports &

SEZ limited (APSEZ)

AEL commissioned the Mundra Port in 1995 and the listing

was done in 2007. In 2015, the port business of AEL was fully demerged and

folded into APSEZ. 2 Adani Power

limited: (APL)

AEL commissioned Mundra power plant in 2009 and was

listed in 2009. In 2015, the power business of AEL was fully demerged and

folded into APL. 3 Adani

Transmission limited (ATL)

AEL commissioned first transmission line in 2009.

The business ( ATL) was demerged and listed in 2015

4 Adani Green AEL started the Group’s foray in the renewable business and


14

Sr. Business Commencement by AEL & Demerging from AEL Energy Limited

(AGEL)

in March 2017, it has successfully commissioned world’s

largest single location solar power plant of 648 MW at

Kamuthi (Tamil Nadu) AEL demerged the Renewable business (AGEL) and listed in

June 2018. 5 Adani Gas

Limited: (AGL)

AEL started the gas distribution business. The company has

commenced its operations in Ahmedabad and Vadodara from September 2004, in Faridabad from 2009 and in Khurja from

2013. It also has a 50:50 JV with IOCL (19 cities portfolio)

AEL demerged the gas business (AGL) and listed in November 2018.

Hence as seen from above, AEL has successfully ensured that they help create a robust platform for a diversified

conglomerate and establish successful business ventures which have been developed into sustainable outfits

with the ability to attain scale and valuation which has and will continue to benefit all relevant stakeholders.

Post demerger from AEL and listing of the independent businesses, each of these companies have attained

leadership position in their respective business segments.

1.1 EXISTING BUSINESSES

1.1.1 Core Businesses

Core businesses of AEL include (a) Integrated Coal Management (“ICM”) and (b) Contract Coal Mining and

Development Operations (“MDO”) and Coal Mining (operational and under development stage).

[A] Integrated Coal Management

Integrated coal management is one of the core business activities of AEL. AEL is the largest coal supplier of

imported coal in India with 67 million tonnes of coal volumes handled and sold during FY2019. As a one stop

solution provider, the ICM business division manages the entire coal supply chain providing end to end solution to

most of the customers ensuring the coal is sourced, shipped and delivered to the respective thermal plant sites. It

has a diversified trading portfolio with storage facilities at both outbound and inbound ports along with the

requisite infrastructure to efficiently manage sea borne and inland multi-modal logistics movement.

Company’s ’door to door – coal delivery model focusses on taking the responsibility for sourcing the coal from

suppliers, managing sea-borne logistics, providing intermediate holding facility at discharge ports and inland

transportation to finally delivering coal at the designated customer site.

Company’s competitive advantage is derived from the synergies between the various business verticals of the

Group. This includes:

Coal terminals on both the East and West Coasts of India which provide a strong infrastructure for

efficient logistics management.

Group’s experience spanning over several decades in handling commodity trading and its long-standing

business relationship with the coal suppliers in Indonesia, Australia and South Africa providing it the

purchasing power to manage large coal volumes at a competitive price.


15

The Group’s existing thermal power generation platform (10.44GW) not only provides an opportunity to

extend the value chain given Group’s reliance on imported coal (upto 18-20 million tonnes) for power

generation but also the relevant experience to extend the supplies to other state owned/public sector

power generators in India.

Major customers of AEL for integrated coal management services include State and Central power utilities as well

as private power generators namely Gujarat State Electricity Corp Ltd, Adani Power Mundra Ltd – SEZ , NTPC Ltd,

Maharashtra State Power Generation.

AEL is the largest coal management company in India with a consistent market share of ~50% on a consolidated

basis. In its efforts to seek geographical diversification, AEL has also established presence in emerging coal

markets such as Sri Lanka, Thailand, Vietnam, China, Dubai etc. With four global offices and 18 branch centres

AEL is well poised to continue to be a market leader in India and expand its footprint in other emerging markets

to establish itself as a global player.

The growth is further expected to be driven by buoyant power demand in India coupled with paucity of domestic

coal supply. Industry forecaster Wood Mac is forecasting thermal coal import growth to increase 41% from 172Mt

in 2019 to 242Mt in 2040.

Robust sourcing network backed by multi country procurement and captive mines in Indonesia and Australia. The

company has off-take contracts with suppliers in Indonesia, Australia & South Africa. With the development of

Carmichael Mine, the Company is going to further strengthen its sourcing options.

Past Financials of ICM Business

The past 4 years operating & financial performance of the ICM business is as given below:

As seen from the above, ICM provides a steady stream of cash flows for AEL. While the coal volumes have only

marginally improved in FY19, the revenue is higher on account of increase in coal prices and operating margins

have been stable.


16

[B] Mining Development & Operations

AEL is one of the largest developers and operators of coal mines in India. Backed by the ICM business, AEL has leveraged its experience in owning and developing coal mines in Indonesia along with its project managements skills in setting up large infrastructure projects in India (including ports and power generation/transmission), to further expand its footprint into building long term infrastructure to provide cost efficient solutions for Fuel Security needed to support India’s Energy requirements. In addition to its own mines in Indonesia (operational) and Australia (under development), AEL is a key private sector player in the field of contract mining wherein they develop and operate mines owned by other private and public sector companies including public sector utilities e.g. Rajasthan Rajya Vidyut Utpadan Nigam (RRVUNL), Chhattisgarh State Power Generation Company (CSPGCL), Maharashtra State Power Generation Company (MAHA-GENCO), Gujarat State Electricity Corporation Limited (GSECL), NMDC-CMDC Ltd (NCL), South Eastern Coalfields Ltd (SECL), Mahanadi Coalfields Ltd (MCL), Neyveli Lignite Coal India Ltd (NLCIL), etc. It currently has an operational and under development mine portfolio of ~ 125million tonnes per annum (at peak capacity) in India.

MDO business provides an end-to-end mining solution to the mine owners wherein AEL through its Mineral Resource Exploration Division provides complete mining solutions for surveying, coal block exploration and grading assessment. Post development of the mine, AEL operates the mine and supplies the extracted coal to the mine owner managing the entire inland logistics and bills on a per tonne basis through a take or pay contract with index linked escalation. As per the business model and the contracts with respective mine owners, AEL is completely insulated from volatility in coal prices.

The details of the mines being developed/operated by AEL under the contract mining framework are summarised

below:

Particulars Parsa East

& Kanta Basan

Gare Pelma III

Gare Pelma II*

Parsa Kente Extn. Gare Pelma

I*

Owner RRVUNL CSPGCL MAHA-GENCO

RRVUNL RRVUNL GSECL

Geological Reserves (in MMT)

516 210 736 256 200 607

Mineable Reserves (in MMT)

452 94 553 184 160 (estd.) 428

Capacity - MMTPA 15 5 24 5 7 15

Operation Status Feb 2013 Coal mining started in

2020 FY2023 (E). FY2021 (E) FY2023 (E) FY2023 (E)

Particulars

Talabira II & III

Gidmuri Pituria

Bailadela Iron Ore*

Hingula Washery*

Total

Owner NLCIL CSPGCL NCL MCL 11

Geological Reserves (in MMT)

589 281 362 - 3,757

Mineable Reserves (in MMT)

554 158 325 - 2,908

Capacity - MMTPA 20 5.6 10 10 126.6

Operation Status

Over burden removal started

FY 2021 (E) FY 2021 (E) FY 2023 (E)

* Declared L1, contract yet to be signed.


17

AEL has already demonstrated a strong track record in developing and operating mines in India (under contract

mining) and Indonesia (owned by the Group). Having developed and operationalised the Parsa Kante mine in a

record time of 5 years from the date of allocation of coal block, the company has till March 31, 2019 ensured

production ramp up and produced more than 25 MMT of coal with peak mining capacity of - 15 MMTPA

(achieved in FY19) as per the approved plan. All the coal blocks in India, mentioned above, have been allocated to

various State Electricity Boards who in turn have inducted AEL as the MDO through a long term contract.

The past mining production profile of the MDO business from PEKB mine is given below:

*Operations of FY 2017 & 2018 were constraints due to road transport restrictions, overcome in FY 2019 after commissioning of pithead railway siding by Sarguja Rail Corridor Private Limited (SRCPL)

Past Financials of MDO Business (PEKB Mine)

MDO business is a high EBIDTA margin business (55-60%) and continues to generate surplus cash flows post

meeting its debt service obligations. Past revenues and EBIDTA of the MDO business is given below:

While the revenue and EBIDTA have grown year on year primarily on account of increase in production (from

8.27MT in FY17 to 15MT in FY19), the decline in FY18 was due to operational constraints due to road transport

restrictions

Coal Mining (Owning, Developing and Operating coal mines in resource regions): To achieve long term high grade

coal security, AEL had ventured overseas and has developed and operates coal mines in Indonesia (Resources –

269 million tonnes with existing production of 5 million tonnes) and is developing the Carmichael project in the

Galilee Basin in Queensland, Australia (Resources 11 Billion with Phase 1 planned production of 11 million tonnes).

The global coal industry dynamics and global thermal coal demand for better quality, high energy coal further

benefit high grade with low impurity coal producers in Australia. Having established a stable and profitable


18

integrated coal management as well as mining business in India and Indonesia and further leveraging on its

domain expertise as well as experience, the Group is progressing the development of the Carmichael coal mine in

Australia.

The Project envisages development of:

A scalable, capital efficient mine to reach commercial production by July 2021. In Phase I, the Mine

Project will initially produce up to 11 million tonnes of high grade (5000Kcal/Kg) coal from a

conventional open cut mining operation

A rail network spanning 210 Kms which will see the [Adani Group] construct and operate the only rail

line linking the Galilee Basin in Australia (30 Billion Tonnes of coal resources) with the existing

Newlands Rail Network owned by Aurizon Networks, listed infrastructure company in Australia

This investment would help establish a long-term high-grade coal supply certainty from an [OECD] country

(representing ~20% of AGPTE’s traded volumes) and help in meeting the energy requirements of emerging

markets including India and South East Asia. The coal plants in these regions are well suited to work efficiently

with the coal mix similar to the one being contemplated from the Mine Project.

Further the development of the Mine Project (upstream) is of strategic priority to the Group with strong synergies

with the ICM (coal sourcing and logistics management), Thermal Power (coal consumer) and Abbot Point entities

(coal evacuation terminal in Australia).

1.1.2 Other Business / Investments

[A] Solar PV Cell Manufacturing

In order to bridge the infrastructure gap in the solar space and contribute to the Government of India’s ‘Make in

India’ initiative by spearheading indigenous manufacturing of hi-tech solar PV cells and modules the group has

forayed into solar PV manufacturing arm. Mundra Solar PV Ltd, wholly owned subsidiary of AEL, has established

India’s largest state-of-the-art solar PV manufacturing plant at Mundra with 1.2 GW of PV Solar Cell and module

capacity. The total investment of Rs 2100 crore in the business was funded through a mix of debt (66.5%) and

equity (33.5%) and this entity is expected to become self-sustainable from FY20 onwards.

[B] Agri Business

Adani’s Agri businesses have evolved from edible oil imports to building an integrated bulk handling and storage

infrastructure for agri products.

Adani Wilmar Limited, 50:50 joint venture with Wilmar Group of Singapore, is one of the largest food companies

in India having a diversified portfolio under flagship ‘Fortune and Vivo’ cooking oil brands which offer the largest

variety of oils ranging from soya, rice bran, to groundnut and cotton-seed. It is the market leader in India and has

21% market share in refined oil consumer pack category.

Adani Wilmar has grown from an edible oil company to an integrated food company by adding a slew of new food

products basmati rice, pulses, and soya chunks in its basket in the recent years. Additionally, expansions are in


19

place at Mundra plant which will make it one of the biggest edible oil refineries at a single location. It is a

profitable entity having a steady stream of cash flow thereby making it self-sustainable. The entity reported

revenues and EBIDTA of Rs 28922 crore and Rs 1212 crore respectively in FY2019.

[C] Bunkering Business

AEL, with 5.2 MMTs of marine fuel supplied, is India's leading bunker supplier. It brings more than 7 years of

bunkering expertise supported with the infrastructure strength of Adani Group in offering bunkering services at

Indian ports. Some highlights of bunkering business is as under:

India's leading physical bunker supplier

Supply bunker at all major ports in India

Market leader in the India with market share of 41%

75,000 MT capacity of dedicated tanks

Own 2 world class, Shell approved and India's Biggest Barges (AEL I & AEL II)

Served 750+ vessels during the last financial year

[D] Shipping Business

Adani Shipping Pte Ltd. (ASPL), a 100% subsidiary of AGPTE, provides shipping/transportation services to Adani

Power Ltd. for transporting coal from AEL’s Indonesian mines. The company's current strategy is focused at

building a low cost and modern fleet through timely and selective acquisition of vessels. It currently owns four

cape-size vessels, 2 vessels with a capacity of 175,000 DWT each and two with a capacity of 180,000 DWT each.

These ships are used for transportation of coal from the Indonesian coal mines operated by AEL.

The company plans to forge itself into bigger and specialized vessel segments (180,000 DWT capacities and

above) backed by stable and secured long term contracts for cross border operation and also looks for

appropriate vessels for coastal movement at Indian Coast. It aims to develop a mix of own and long-term charter

vessels to meet the optimum cargo movement requirement at current volumes as well as future projected

volumes, from Indonesia/Australia originations to Indian coastline at western/eastern ports.

INDUSTRY OVERVIEW Coal Business

The coal production in India increased by 8% reaching 730 Million Tonnes (“MT”) during April to Mar 2019, from

675 MT in corresponding period of the previous year. Further, the country’s coal imports also jumped by ~9% to

233.6 MT in FY19 against 214.6 MT in FY18. The thermal coal imports also grew by 19% reaching 171.9 MT in

FY2018, the highest since 2014. This growth in coal imports is largely attributed to constraints on petroleum coke

consumption, a cheaper substitute of coal off-set by rising demand from cement and small and medium-scale

industries in India.

India is one of the world’s largest consumers of coal and the rising import of fuel is resulting in significant

increase in trade deficit, urging the Government to invest in developing more domestic resources. In order to

boost the growth of the industry, Government also increased the allocation towards exploration of coal and

lignite from 7.82 billion in the previous budget to Rs. 8.2 billion in interim budget 2019-20. During the year, the


20

Government allocated 85 new coal mines in the country with a view to increase the production of coal in the

country. This is expected to yield result in the form of higher output in the next year. Further, the Government

also plan to add 10 more mines in the coming year. (Source: Economic Times)

Solar Panel Manufacturing

India has witnessed a substantial growth in power generation in the past few years. Out of electricity produced in

Q1 2019, solar power accounted for over 11.4 BUs which reflects a growth of 34% YoY from 8.5 BUs generated in

Q1 2018. During the year, about 39.2 BUs of solar power was produced, recording a growth of 52% from

production in FY18. The sector imported solar modules and cells worth nearly Rs. 184.6 billion during 2018, a

decline of 37% from Rs. 269 billion in 2017. This decline is largely attributed to demand slowdown due to

withdrawal of tax incentives and imposition of safeguard duty. During the year, the sector faced several

headwinds such as imposition of safeguard duty on imported PV modules, falling tariffs and continuous fall of the

Indian rupee against the US dollar. The depreciation in the Indian currency is also likely to augment the capital

cost of solar power projects by 20-25%, although its impact has been partly set off by decline in the PV module

prices by about 20% since June 2018. Also, implementation of recent policy initiatives such as rise in share of

renewable purchase obligation for states and waiving of inter-state transmission charges for solar projects

contributes to faster capacity addition in the sector.

The sector is anticipated to grow in the coming fiscal owing to capacity addition, favourable policy push and

increasing demand for fossil fuel based energy. Further, the sector is also anticipated to witness a heightened

technology-led growth. Technological innovation, being at the centre of solar power development in India, is also

anticipated to boost the sector with the help of several important tools such as floating solar, energy storage and

flexible modules. (Source: Mercom India Research, Economic Times, The Hindu, Energy World)


21

Corporate Structure

Details of the holding of the Promoter in the Issuer as on 31stMarch, 2020

SN No. of shareholder Total no. of equity shares

No. of shares in demat form

Total shareholding as % of total no. of equity

shares

Encumbered Shares

% of shares pledge with

respect to

shares owned

1

Gautambhai Shantilal Adani & Rajeshbhai Shantilal Adani (On behalf of S. B. Adani Family Trust)

621197910 621197910 56.48 382998649 61.65

2

Shri Gautam S. Adani/Smt.Priti G. Adani (on behalf of Gautam S. Adani Family Trust)

8836750 8836750 0.80

0 0

3 Adani Tradeline LLP 99491719 99491719 9.05 27224997 27.36

4 Afro Asia Trade and Investments Limited

30249700 30249700 2.75 0 0

5 Universal Trade and Investments Limited

30249700 30249700 2.75 0 0

6 Worldwide Emerging Market Holding Limited

30249700 30249700 2.75 0 0

7 Flourishing Trade And Investment Ltd

3688000 3688000 0.34 0 0

8 Gautambhai Shantilal Adani 1 1 0.00 0 0 9 Rajeshbhai Shantilal Adani 1 1 0.00 0 0

Total 823963481 823963481 74.92 410223646 49.79

List of Subsidiary Companies of Adani Enterprises Limited as on 31st March, 2020

Sr No Name of the Company AEL 1 Adani Global Ltd. (AGL) 100% by AEL 2 Adani Global FZE (AGFZE) 100% by AGL 3 Adani Global DMCC 100% by AGFZE 4 Adani Global Pte Ltd. (AGPTE) 100% by AGL

5 PT Adani Global (PT AG) 95% by AGPTE, 5% by AGL

6 Adani Shipping PTE Ltd.(ASPL) 100% by AGPTE 7 Adani Agrifresh Ltd 100% by AEL 8 Parsa Kente Collieries Ltd. 74% by AEL 9 Adani Welspun Exploration Ltd. 65% by AEL 10 Natural Growers Pvt. Ltd. 100% by AEL 11 Rahi Shipping Pte. Ltd. 100% by ASPL 12 Vanshi Shipping Pte. Ltd. 100% by ASPL 13 Mahaguj Power LLP 100% by AEL 14 PT Adani Global Coal Trading (PTAGCT) 95% by AGPTE, 5 % by AGL

15 PT Coal Indonesia 99.33% by PTAG, 0.67% by PTAGCT

16 PT Sumber Bara 99.33% by PTAG, 0.67% by PTAGCT

17 PT Energy Resources (PTER) 99.33% by PTAG, 0.67% by PTAGCT 18 PT Niaga Antar Bangsa (PTNAB) 75% by PTSB, 25% by PTER 19 PT Niaga Lintas Samudra (PTNLS) 75% by PTSB, 25% by PTER 20 PT Gemilang Pusaka Pertiwi 75% by PTNAB & 25% by PTNLS 21 PT Hasta Mundra 75% by PTNAB & 25% by PTNAS 22 PT Lamindo Inter Multikon (PTLIM) 75% by PTNAB, 25% by PTNLS 23 PT Suar Harapan Bangsa 75% by PTNAB, 25% by PTNLS

24 PT Tambang Sejahtera Bersama 75% by PTNAB 25% by PTNLS


22

25 Adani Mining Pty Ltd 100% by AGPTE 26 Adani Shipping (India) Pvt. Ltd. 100% by AEL 27 Chendipada Collieries Pvt. Ltd. 100% by AEL 28 Adani Bunkering Pvt. Ltd. 100% by AGPTE. 29 Aanya Maritime Inc 100% by ASPL 30 Aashna Maritime Inc 100% by ASPL 31 Adani Minerals Pty Ltd 90% by AGPTE, 10% by AEL 32 Adani Resources Pvt. Ltd. 100% by AEL 33 Surguja Power Pvt. Ltd. 100% by AEL 34 Rajasthan Collieries Ltd. 74% by AEL 35 Galilee Transmission Holdings Pty Ltd 100% by Adani Mining Pty Ltd.

36 Galilee Transmission Pty Ltd 100% by Galilee Transmission Holdings Pty Ltd

37 Adani Synenergy Ltd. 100% by AEL 38 Jhar Mining Infra Pvt. Ltd. 51% by AEL 39 Adani Defence Systems and Technologies Ltd. (ADSTL) 100% by AEL 40 Mundra Solar PV Limited 100% by AGTL 41 Mundra Solar Limited 100% by AGTL 42 Adani Infrastructure Pty Ltd 100% by AGPTE 43 Adani Land Defence Systems and Technologies Limited 100% by ADSTL 44 Adani Aero Defence Systems and Technologies Limited 100% by ADSTL 45 Adani Naval Defence Systems and Technologies Limited 91% by ADSTL

46 Mundra Solar Technopark Pvt. Ltd 38.15% by AGTL

25.10% by MSL 25.10% by MSPL

47 Adani North America Inc 100% by AGPL 48 Talabira (Odisha) Mining Private Limited 100% by AEL 49 Adani Green Technology Ltd. (AGTL) 51% by Adani Tradecom LLP 50 Adani-Elbit Advanced Systems India Limited 57.01% by AEL 51 Urja Maritime Inc 100% by ASPL 52 Adani Cementation Ltd. 100% by AEL 53 Adani Infrastructure Pvt. Ltd. 100% by AEL 54 Adani Tradewing LLP 99.90% by AEL 55 Adani Commodities LLP 99.90% by AEL 56 Adani Tradex LLP 99% by AEL 57 Adani Tradecom LLP 99% by AEL 58 Gare Pelma III Collieries Limited 100% by AEL 59 Adani Global Resources Pte Ltd (AGRPL) 100% by AGPTE

60 Carmichael Rail Network Holdings Pty Ltd (CRNH) 100% by Adani Global Resources Pte Ltd

61 Carmichael Rail Network Pty Ltd 100% by Carmichael Rail Network Holdings Pty Ltd

62 Adani Renewable Asset Holdings Pty Ltd (ARAHL) 100% by AGPTE

63 Adani Renewable Assets Pty Ltd 100% by Adani Renewable Assets Pty Ltd

64 Adani Rugby Run Pty Ltd 100% by Adani Renewable Asset Holdings Pty Ltd

65 Adani Global Royal Holdings Pte Ltd 100% by Adani Global Pte Ltd

66 Queensland RIPA Holdings Pty Ltd 100% by Adani Global Royal Holdings Pte Ltd

67 Queensland RIPA Pty Ltd 100% by Queensland RIPA Holdings Pty Ltd

68 Queensland RIPA Finance Pty Ltd 100% by Queensland RIPA Pty Ltd as trustee for Queensland RIPA Trust

69 Adani Road Transport Limited (ARTL) 100% by AEL

70 Bilaspur Pathrapali Road Private Limited 73.97 by ARTL and 0.03% by AEL

71 Whyalla Renewable Holdings Pty Ltd 100% by Adani Renewable Asset

Holdings Pty Ltd

72 Whyalla Renewables Pty Ltd 100% by Whyalla Renewable Holdings Pty Ltd

73 Adani Australia Pty Ltd 100% by Adani Global Pte Ltd


23

74 Adani Rugby Run Finance Pty Ltd

100% by Adani Rugby Run Pty Ltd as trustee for Adani Rugby Run Trust

75 Bailadila Iron Ore Mining Private Limited 100% by AEL 76 Mundra Copper Limited 100% by AEL 77 Adani Water Limited 100% by AEL 78 Prayagraj Water Private Limited 74% by AEL 79 Galilee Biodiversity Company Pty Ltd 100% by Adani Mining Pty Ltd. 80 Adani Rave Gears India Limited 100% by ADSTL 81 Gidhmuri Paturia Collieries Private Limited 74% by AEL 82 Mancherial Repallewada Road Private Limited 74% by Adani Transport 83 Suryapet Khammam Road Private Limited 74% by Adani Transport 84 Alpha Design Technologies Private Limited 26% by ADSTL 85 NW Rail Operations Pte. Ltd. 100% by AGPTE 86 North West Rail Holdings Pty Ltd 100% by NW Rail Operations Pte. Ltd.

87 North West Rail Pty Ltd 100% by North West Rail Holdings Pty Ltd

88 Gare Pelma II Mining Private Limited 100% by AEL

89 Adani Airport Holdings Limited (Formerly known as Adani Airports Limited)

100% by AEL

90 Adani Lucknow International Airport Limited 100% by AEL 91 Kurmitar Mining Private Limited 100% by AEL 92 Flaire Unmanned Systems Private Limited 100% by ADSTL 93 Adani Guwahati International Airport Limited 100% by AEL 94 Adani Thiruvananthapuram International Airport Limited 100% by AEL 95 Adani Mangaluru International Airport Limited 100% by AEL 96 Adani Jaipur International Airport Limited 100% by AEL 97 Adani Ahmedabad International Airport Limited 100% by AEL 98 Stratatech Mineral Resources Private Limited 100% by AEL 99 Adani Metro Transport Limited 100% by AEL 100 Kurmitar Iron Ore Mining Private Limited 100% by AEL 101 Adani Iron Ore Mining Private Limited 100% by AEL 102 Adani Railways Transport Limited 100% by AEL 103 Gare Palma II Collieries Private Limited 100% by AEL 104 Sabarmati Infrastructure Services Limited 100% by AAHL

105 Vijaynagara Smart Solutions Limited 100% by AAHL

106 Periyar Infrastructure Services Limited

100% by AAHL 107 Gomti Metropolis Solutions Limited 100% by AAHL

108 Brahmaputra Metropolis Solutions Limited 100% by AAHL

109 Agneya Systems Private Limited 100% by ADSTL 110 Carroballista Systems Private Limited. 100% by ADSTL 111 Rajputana Smart Solutions Limited 100% by AAHL


24

Key Financial Parameters for last three years (audited) (Amount in Rs Cr)

Consolidated Financial Performance

Parameters Half Year ended September 30,

2019

For the Year ended March 31,

2019


2018


2017

For Non-Financial Entities

Net worth 16,908.38 15,143.71 15,867.03 14,698.22

Total Debt 10,580.18 11,243.20 17,636.69 20,845.72

- Non Current Maturities of Long Term Borrowing 2,300.75 2,992.22 4,272.98 9,173.33

- Short Term Borrowing 7,267.72 6,959.14 12,599.38 10,679.88

- Current Maturities of Long Term Borrowing 1,011.71 1,291.84 764.33 992.51

Net Fixed Assets 16,807.60 14,785.03 16,081.06 21,399.47 Non-Current Assets (incl. Deferred Tax) (Incl. Net FA)

21426.89

19408.17

21038.33

25530.73

Cash and Cash Equivalents 2,078.19 1,709.28 1,884.25 1,715.09

Current Investments 31.46 2.82 71.69 96.76

Current Assets (Including C&C Equivalents) 22,762.56 22,999.38 22,082.13 22,158.67

Current Liabilities 22,985.13 22,380.66 23,847.79 22,226.95

Total Revenue 19,312.80 40,950.62 36,516.16 37,342.62

EBIDTA 1,582.58 2,962.10 2,712.08 2,751.13

EBIT 1,226.69 2,150.98 1,962.51 2,348.03

Interest 729.38 1,625.07 1,250.17 1,257.31

PAT 456.51 223.40 327.10 846.52 Dividend amounts including DDT

53.03 52.95 0

Gross debt/equity ratio (net worth)

0.63 0.74 1.11 1.42

Standalone Financial performance

(Amount in Rs Cr)

Parameters Half Year Ended on Sep 30, 2019

Financial Year 2018-19



For Non-Financial Entities Net worth 3766.63 3248.82 3908.40 3767.18

Total Debt 2011.21 2865.37 6682.71 6877.60

- Non Current Maturities of Long Term Borrowing 990.81 928.34 1596.99 1857.82

- Short Term Borrowing 998.70 1915.33 4971.34 4905.40

- Current Maturities of Long Term Borrowing 21.70 21.70 114.38 114.38

Net Fixed Assets 1778.53 1769.07 1676.67 1792.98 Non-Current Assets (incl. Deferred Tax)( Incl Net FA)

4292.38 4288.89 5613.61 5716.93


25

Cash and Cash Equivalents 615.71 349.70 524.66 364.21

Current Investments 1.00 1.00 1.00 1.00

Current Assets (Including C&C Equivalents) 8546.90 10384.60 9797.05 8941.35

Current Liabilities 7951.99 10375.77 9781.74 8938.76

Total Revenue 8565.82 15923.60 10154.46 8466.49

EBIDTA 986.36 1330.28 1240.52 1258.09

EBIT 926.35 1229.09 1153.11 1179.23

Interest 158.23 581.07 666.35 781.80

PAT 571.43 487.24 197.04 221.61

Dividend amounts including DDT 53.04 52.95

Interest coverage ratio 5.85 2.12 1.73 1.51

Gross debt/equity ratio (net worth) 0.53 0.88 1.71 1.83

Debt Service Coverage Ratios 5.48 2.21 1.59 1.40

Project cost and means of financing, in case of funding of any new projects: Not Applicable

Management of the Company

As per Articles of the Company, the Company is required to have not less than three and not more than fifteen Directors. The Issuer confirms that none of its current directors appear in the RBI Defaulter list, and/or CIBIL Defaulter list and/or the ECGC’s default list. The following table sets forth details regarding the board of directors of the Issuer as on 31stMarch, 2020: Name, Designation, Occupation and DIN

Age Address Director of the Issuer

since

Details of other directorships (as on 30/09/2019)

Mr. Gautam Shantilal Adani 56 Shantivan Farm House, 02/03/1993 Adani Ports and Special Economic Zone Limited

Designation : B/h. Karnavati Club,

Adani Power Ltd.

Executive Chairman Makarba, Adani Green Energy Ltd.

Occupation: Business Ahmedabad – 380 051 Adani Transmission Ltd

DIN: 00006273 Gujarat Adani Gas Ltd.

Adani Institute for Education and Research

Mr. Rajesh Shantilal Adani 55 Shanti Sagar Bunglow, Rajpath Club to Bopal Road, Near Kantam Party Plot Cross Road, Bodakdev, Ahmedabad, 380059, Gujarat

02/03/1993 Adani Ports and Special Economic Zone Limited

Designation: Adani Power Ltd.

Managing Director Adani Transmission Ltd

Occupation: Business Adani Green Energy Ltd.

DIN: 00006322 Adani Welspun Exploration Ltd.

Adani Institute for Education and Research


26

Mr. Pranav V. Adani 41 Paramshanti Bunglow, Survey No. 100/1, Nr. Shaswat Bunglow, B/h. Rajpath Club, Bodakdev, Ahmedabad - 380059

31/03/2015 Adani Wilmar Limited

Designation: Director Adani Gas Limited

Occupation : Business Adani Agri Fresh Limited

DIN: 00008457 Adani Agri Logistics Limited

Adani Properties Pvt Ltd

Adani Bunkering Pvt Ltd

Adani Sportsline Pvt Ltd

Adani Infrastructure and Developers Pvt Ltd

Adani Welspun Exploration Limited

Mundra Synenergy Limited Mr. Vinay Prakash 46 4 Espace, Nirvana Country

Gurgaon - 122003 India

12/08/2017 Rajasthan Collieries Limited

Designation: Director Parsa Kente Collieries Limited

Occupation: Service Adani Bunkering Private Limited

DIN: 03634648

Mr. Hemant M. Nerurkar 71 Flat No.1201, Lodha Grandeur, Rahimtullah Sayani Road, Opp. Parel Bus Depot, Prabhadevi, MUMBAI – 400 025

11/08/2015 Tega Industries (SEZ) Limited

Designation: Independent Director

NCC Limited

Occupation: Service Trust Asset Management Private Limited

DIN: 00265887 Igarashi Motors India Limited

Om Besco Rail Products Limited

Management & Entrepreneurship and Professional Skills Council

Crompton Greaves Consumer Electricals Limited

Tega Industries Limited

Skill Council for Mining Sector

DFM Foods Limited

TRL Krosaki Refractories Limited

Ms. V. Subramanian 71 B-265, 1st Floor, Greater Kailash, Part - I, New Delhi – 110 048

22/08/2016 Sundaram-Clayton Limited


NourichCo Beverages Limited

Occupation: Retired IAS Officer Engenrin Energy Private Limited

DIN: 00357727 Bhoruka Power Corporation Limited

Enfragy Solutions India Private Limited

GPS Renewables Private Limited

DVS Worldwide Services Private Limited

Ms. Vijaylaxmi Joshi 61 564, Shriniketan, New Delhi – 110075 India

02/12/2016 GHCL Limited


Occupation: Retired IAS Officer


27

DIN: 00032055

Mr. Narendra Mairpady 65 Flat No. C, 115-116, Legend Apartments, St. Anthony’s Street, Santa Cruz, Mumbai – 400 055

09.12.2017 Sequent Scientific Limited Designation: Independent Director

Mahindra First Choice Wheels Limited

Occupation: Service Mahindra Rural Housing Finance Limited

DIN: 00536905 Suasth Health Care (India) Private Limited

Details of change in directors since last three years

Name and Designation Date of

appointment/ resignation

Director of the Issuer since (in case

of resignation) Remarks

Mr. Ameet H. Desai, Executive Director & CFO 17.05.2014 12.08.2017 Mr. Berjis Desai, Independent Director 03.12.2012 26.06.2018

Mr. Vasant Adani, Non-executive & Non-independent Director

20.06.1994 12.08.2017 -

Mr. V. Subramanian, Independent Director 22.08.2016 - Mrs. Vijaylaxmi Joshi, Independent Director 02.12.2016 -

Mr. Rajiv Nayar Executive Director & CFO 12.08.2017 01.05.2018 Mr. Vinay Prakash, Director 12.08.2017 - Mr. Narendra Mairpady, Independent Director 09.12.2017 -

Risk Factors

General risks Investment in debt related securities involves a degree of risk and investors should not invest any funds in the Debentures, unless they can afford to take the risks attached to such investments. For taking an investment decision, investors must rely on their own examination of the Issuer including the risks involved. The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. An investment in the Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Prospective investors should be experienced with respect to transactions in instruments such as the Debentures. Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances; and (b) the information set out in this Information Memorandum. The Debentures may decline in value. More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. Each of the risks highlighted below could have a material adverse effect on the business, operations, financial condition or prospects of the Issuer which, in turn, could affect its ability to fulfill its obligations under this Information Memorandum. In addition, each of the risks highlighted below could adversely affect the rights of the investors under the Information Memorandum and, as a result, prospective investors could lose some or all of their contribution towards the Debentures. Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue. Prospective investors must rely on their own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.


28

Recipients of the Information Memorandum should note that the risks described below are not the only risks the Issuer face. The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware, and any of these risks could have the effects set forth above now or in the future. Unless specified or quantified in the risks below, the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed. Potential investors should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures. The Debentures may be illiquid It is not possible to predict, if and to what extent, a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, at any time prior to the date of redemption of the Debentures, purchase the Debentures at any price in the open market, by tender or by a private agreement, subject to applicable regulatory approval, on terms acceptable to the Debenture Holder(s). Any Debentures so purchased maybe held or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to SEBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on the market for and the price of the Debentures. Further, SEBI or any other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected. Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed, or otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central Government and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime. The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an


29

investment in the light of their own circumstances and financial condition. Downgrading in Credit Rating The Debentures have been rated by CARE Ratings Limited as having CARE A Stable rating for the issuance of the Debentures for an aggregate amount of Rs. 400 Crores. The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debts. The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures, the Issuer may not have sufficient funds to make payments on the Debentures, and the Debenture Holders may incur a loss on the Debenture amount and redemption premium. The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals; borrowings and/or return of inter corporate deposits given. The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business (including workmen’s dues). Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses. Receipt of coupon or principal is subject to the credit risk of the Issuer. Investors should be aware that the receipt of any coupon payment and principal amount at maturity is subject to the credit risk of the Issuer. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures. Delays in court proceedings in India If any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business. Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel. These personnel possess technical and business capabilities that are difficult to replace. If we lose the services of any of these or other key personnel, we may be unable to replace them in a timely manner, or at all, which may affect our ability to continue to manage and expand our business. Members of our management team are employed pursuant to customary employment agreements, which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise. The loss of key members of our management team or other key personnel could have an adverse effect on our business, prospects, results of operations and financial condition. The creation, perfection and ranking of the Security will be subject to the approval of the existing lenders, which the Issuer shall obtain within 6 (six) months from the Deemed Date of Allotment. Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations. While we report our financial results in Indian rupees, portions of our total income and expenses are denominated, generated or incurred in currencies other than Indian rupees. Further, we incur expenditures and also procure same materials in foreign currencies, such as the US Dollar and Euro. To the extent that our income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect the amount of income and expenditure we recognize.


30

Further, our future capital expenditures may be denominated in currencies other than Indian rupees. Therefore, a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures. The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future. While we have natural hedge in form of marine income and container income (which is denominated in US Dollar ) and we also use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions, changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that natural hedge in form of USD Dollar denominated income, use of forward and option contracts would fully protect us from foreign exchange risks. In addition, risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures. We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize. As per Annexure C. If any of these contingent liabilities materialize, our profitability may be adversely affected. We have entered and may continue to enter into a number of related party transactions with our group entities. We have entered and will continue to enter into a significant number of related party transactions with our promoters, subsidiaries, joint ventures, group entities, associates, key management and enterprises having common key management personnel with us. For a list of related parties, please see attached Annexure D. While we believe that all our related party transactions have been conducted on an arm‘s length basis, we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. Furthermore, we may enter into significant levels of related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business, prospects, results of operations and financial condition, including because of potential conflicts of interest or otherwise. Details of defaults in repayment Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of: i) Statutory dues: Nil ii) Debentures and interest thereon: Nil iii) Deposits and interest thereon: Nil iv) Loan from any bank or financial institution and interest thereon: Nil Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Any default in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder; Nil


31

PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the board of directors of the Company passed at its meeting held on 6th May 2020, which has approved the placement of Debentures up to Rs. 400 Crores on private placement basis. The present issue of Rs. 400 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the General Meeting by the shareholders of the Company held on 11th August, 2015 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs. 12,000 Crore (Rupees Twelve Thousand Crore).

Issuer / Borrower Adani Enterprises Limited (AEL) Investor Legal Counsel Cyril Amarchand Mangaldas or any other replacement acting for the Debenture

Holders, as appointed by the Debenture Holders. Promoter Promoter Shall collectively mean and refer to Mr. Gautam S. Adani and Mr. Rajesh S.

Adani. Adani Group Adani Group means S.B. Adani Family Trust, Adani Properties Private Limited, Adani

Tradeline LLP, Mr. Gautam Adani, Mr. Rajesh Adani, Mr. Vinod S. Adani and all companies and entities controlled directly or indirectly by S.B. Adani Family Trust or Adani Properties Private Limited or Adani Tradeline LLP or Mr. Gautam Adani or Mr. Rajesh Adani or Mr. Vinod S. Adani, separately or collectively.

Debenture Trustee IDBI Trusteeship Services Limited, being a SEBI registered trustee Type of Instrument Rated, Secured, Listed, Redeemable, Non-Convertible Debentures (“NCDs” or “Issue”)

with terms and conditions specified in this term sheet and the documents executed/issued pursuant to this Term sheet (the ‘Issue Documents’)

Nature of Instrument Secured Mode of Issue Private placement basis to Eligible Investors

Mode of payment Online Eligible Investors 1. Companies, Body Corporate and Societies, authorized to invest in debentures.

2. Insurance Companies and Trusts authorized to invest in Bonds. 3. Commercial Banks, Financial Institutions, Co-operative Banks, Regional Rural

Banks etc. 4. Non-Banking Finance Companies and Residuary Non-Banking Finance Companies 5. Mutual funds 6. Provident Fund, Chit Funds 7. SEBI registered foreign institutional investors (“FIIs”) and sub-accounts of FIIs 8. Any other investor authorized to invest in these Debentures.

Purpose and Objective The fund raised through this Issue will be utilized for working capital purpose, repayment of existing loans, capital expenditure, and general corporate purposes. The Company undertakes that the proceeds of the current Issue shall be utilized for, working capital purpose, repayment of existing loans, capital expenditure and general corporate purposes and shall not be used for any purpose which may be in contravention of the regulations/guidelines/norms issued by RBI/SEBI/RoC/BSE.

Listing

To be listed on Bombay Stock Exchange within 20 days from the Deemed Date of Allotment. The Issuer shall ensure that the NCDs are listed on the Wholesale Debt Market segment of the BSE Limited as early after Deemed Date of Allotment as practicable and in any event within 20 days of the Deemed Date of Allotment. The Issuer shall be responsible for the costs of such listing of the NCDs.

Rating of the Instrument CARE A Stable by CARE Ratings (“Rating Agency”) Issue Size INR 400 Crores

Coupon Rate / Interest Rate 8.95% p.a. Coupon Reset / Interest

Reset If the Credit Rating of the Issuer is downgraded to “BBB” grade or lower, at any point of time during the currency of the NCD, the coupon rate shall be increased by 0.50% p.a. Change in Coupon Rate to be effective from the date of announcement of change of rating by the Rating Agency.

Put Option If the Credit Rating of the Issuer is downgraded to “BBB” grade or lower, at any point of time during the currency of the NCD, the Eligible Investors shall have the right to exercise the put option and require the Issuer to redeem all outstanding Debentures by payment within 30 days therefrom.

Issue Opening Date 19th May, 2020 Issue Closing Date 19th May, 2020


32

Pay-in Date 20th May, 2020 (T+1) Deemed Date of Allotment 20th May, 2020

Redemption Date To be redeemed in one installment at the end of 3rd year from the Date of Allotment i.e. 20th May, 2023

Coupon Payment Dates 20th May, 2021, 20th May, 2022 and 20th May, 2023 Day Count Basis Actual/ Actual

Record Date 15 days prior to each Coupon Date and/or Redemption Date and/or Final Settlement Date and/or a date when any sum is due and payable under the Debenture Documents or a date when any of the above are jointly payable

Redemption Amount Rs. 400 Crores (Rs. 10 lakhs per Debenture) to be redeemed at par on maturity in one installments at the end of 3rdyear from the Date of Allotment.

Redemption Premium /Discount

NIL

Issue Price At Par Relevant date with

reference to which the price has been arrived at;

Not Applicable

Face Value Rs 10 lakhs per instrument Minimum Application and in

multiples of Debt securities thereafter

1 Debentures and in multiple of 1 thereafter

Tenor 3 Years, Bullet Repayment Default Interest

Rate/Additional Interest Without prejudice to the other rights of the Debenture Trustee a) In case of default of payment of interest and / or principal redemption on the due

date, additional interest @ 2% p.a. over the coupon rate will be payable by the Issuer from the date of the occurrence of such default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable;

b) In case of non-creation of Security within the stipulated time frame, additional interest @ 2% p.a over and above the coupon rate would be payable by the Issuer from the date of the expiry of the stipulated timelines until the security is created, as applicable, to the satisfaction of the Debenture Trustee;

c) In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay additional interest @ 1% p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till due listing of such NCDs

Issuance mode of the Instrument

Demat only

Trading / Settlement mode of the Instrument

Demat only

Depository NSDL and / or CDSL Security /Security

description. The Debentures shall be secured by way of first Pari-Passu charge on the current assets of the Adani Enterprises Limited except those pertaining to Mining Division. Security shall be created within 30 days from the date of deemed date of allotment. Further, security cover will be at least 1.10 times of the outstanding book value of the NCDs including interest and any default or other interest payable at all times during the tenure of NCDs. In case security cannot be created / perfected within agreed timelines due to lock down and COVID 19, subscriber will not charge penal interest and will not lead to an EOD event.

Further Borrowing

Subject to the applicable regulations, the Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu or junior to the Debentures) from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee, if such indebtedness doesn’t results in a breach of the security covenant and/or an Event of Default.

No, approval of Debenture Trustee would be needed, subject to minimum 1.10 Security Cover being maintained during the currency of the Debenture.


33

Status The obligations of the Issuer under the Issue Documentation will constitute direct, secured and unconditional obligations of the Issuer.

Debenture/Transaction Documents

Including but not limited to the following documents: 1. Debenture Trust Deed 2. Information Memorandum 3. Debenture Trustee Appointment Agreement; 4. Deed of Hypothecation; 5. any deed, document and / or letter relating to the Security Interest, in respect of

the Debentures; 6. any other document designated as a Debenture Document by the subscribers /

Debenture Trustee, in relation to the Debentures. Any other documentation as may be desired by the Debenture Trustee and mutually agreed with Issuer

Conditions Precedent to Disbursement

As per Debenture Trust Deed

Condition Subsequent to Disbursement

The Issuer shall ensure that the following documents are executed/ activities are completed and such other conditions are complied with as stated in the Debenture Trust Deed: 1. Credit of demat account(s) of the allottee(s) by the number of Bonds allotted 2. Listing of Debentures within 20 days from Deemed Date of Allotment

Representations & Warranties


Events of Default Events of Default appropriate for an Issue of this nature and the same not being cured within 30 (thirty) days or such other period as specifically set out in the relevant clauses below, including but not limited to: 1. Failure to pay the amounts due under the NCDs (save for technical default which

is not remedied within a maximum period of 3 working days) and the Issuer supplies evidence, in a form and manner satisfactory to the Debenture Trustee;

2. Failure on part of the Issuer to comply with any of its obligations under any Debenture Documents other than outlined hereunder to which it is a party and the same, if capable of remedy, is not remedied within 120(one hundred and twenty) days of failure by the Issuer to comply with such obligations, or a waiver is not obtained by the Issuer from the Debenture Trustee;

3. Unlawfulness or unenforceability of security and the same, if capable of remedy, is not remedied within 30(thirty) days of failure by the Issuer to comply with such obligations;

4. Representations or Warranties are found to be untrue or misleading when made. 5. Any application for corporate insolvency resolution is filed under any law

(including the Insolvency and Bankruptcy Code, 2016 in respect to the Issuer and the same is not stayed or dismissed or withdrawn within 12 (twelve) days;

6. Any order is passed in respect of Winding Up, any application/petition for Winding up of the Issuer, including initiation of any proceedings for winding up or for attachment, which has not be stayed or dismissed within 30 days of initiation of the proceedings;

7. Failure to list or cessation of listing or suspension of trading of the NCDs on the BSE, (save for technical default which is not remedied within a maximum period of 3 working days);

8. The Government of India or any other relevant governmental authority declares a general moratorium or “standstill” in respect of the payment or repayment of any financial indebtedness owed by the Issuer;

9. Any governmental or other authority (whether de jure or de facto) nationalizes, compulsorily acquires, expropriates or seizes all or any part of the business or assets of the Company;

10. Cross default for indebtedness of the Issuer exceeding [Rs. 50 Crores];

11. Cessation of business of Issuer; 12. Repudiation of Transaction/Debenture Documents; 13. Unlawfulness of Issuer to perform obligations under the Transaction/Debenture

Documents; 14. One or more events, conditions or circumstances, excluding events which are

specifically provided for in the other sub-clauses of this Events of Default exist or have occurred, could have, a Material Adverse Effect in relation to the Issuer;

15. Modification to constitutional documents which is prejudicial to the


34

Transaction/Debenture Documents which will upon such amendment have a Material Adverse Effect .

Consequence of EOD/ breach of any covenants including any financial

covenants :

In case of EOD and breach of any covenants leading to an EOD, the NCD shall become forthwith payable. [In addition to the above, upon the occurrence of an Event of Default the Debenture Trustee shall inter alia have the right, to: (a) enforce any Security created pursuant to the Security Documents in accordance with the terms thereof; and/or (b) appoint a nominee director on behalf of all lenders of the Company; and/or (c)exercise such other rights and remedies as may be available to the Debenture Trustee under Applicable Law and/or the Financing Documents

Approvals The Issuer will ensure that all authorizations/regulatory approvals and statutory approvals that pertain to this transaction will be in place prior to the issue of the NCDs, including, without limitation, Trustee consent, and any authorizations or approvals under the Companies Act, 1956/2013, and the SEBI (Disclosure and Investor Protection) Guidelines, 2000, each as amended from time to time, or any other relevant regulation.

Additional Amounts / Taxation:

All payments shall be subject to tax deduction at source as applicable under the Income Tax Act, 1961, and such tax deduction shall be made by the Issuer unless a tax exemption certificate/document is lodged at the registered office of the Issuer before relevant record date in respect of a Coupon Payment Date, or any other relevant date.

Issue Documentation:

Documentation shall be in form and substance customary for transactions of this nature and satisfactory to all parties, including, but not limited to, a Debenture Trust Deed and Placement/Information Memorandum containing conditions precedent, representations and warranties, covenants, events of default, material adverse change, cross default, provision of information on request of any holder of the NCDs, and default interest and any other terms and conditions that may be provided for in the above documentation or any other documentation as may be required by the Debenture Trustee.

Role and Responsibilities of Debenture Trustee


Other Expenses All other expenses viz. stamp duty of issuance, legal fees, trustee fee, registrar fee etc. will be to the account of the Issuer.

Governing Law and Jurisdiction

Indian laws. Non-exclusive jurisdiction of the courts of Mumbai

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

Not Applicable

Name and address of the valuer who performed valuation of the securities offered, and basis on which the price has been arrived at along with report of the registered valuer

Not Applicable

Relevant date with reference to which the price has been arrived at

Not Applicable

Intention of the promoters, directors or key managerial personnel to subscribe to the offer

Not Applicable

Change in control, if any, in the Company that would occur consequent to the private placement

Not Applicable

Number of persons to whom allotment on

Not Applicable


35

preferential basis/ private placement/ right issue has already been made during the year, in terms of number of securities as well as price Manner of Bidding Closed Book Mode of Allotment Uniform Mode of Settlement Through Clearing Corporation of BSE. Issue Schedule Date of Opening: 19th May, 2020 Date of Closing: 19th May, 2020 Deemed Date of Allotment: 20th May, 2020 Illustration of Cash Flows from the Debentures As per SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the Debentures are mentioned below by way of an illustration. Issuer Adani Enterprises Limited Face Value (per Debenture) Rs. 10,00,000/- per Debenture Number of Debentures 4,000 Date of Allotment 20th May, 2020 Redemption Date 20th May, 2023 Coupon Rate (Tentative for Calculation Purpose) 8.95% p.a. Frequency of the Interest Payment with specified dates

Annual

Day Count Convention Actual/Actual Cash Flows for NCDs

Particulars Date for Payment Actual No of Days

No of days in the Coupon Period

Amount in INR Crores

1st Coupon 20th May, 2021 365 365 35.80

2nd Coupon 20th May, 2022 365 365 35.80

3rd Coupon 20th May, 2023 365 365 35.80

Principal 20th May,, 2023 400.00

Total 507.40 Notes: Applicants are requested to note that the above cash flow is only illustrative in nature. The Deemed Date of Allotment, Redemption Date and Coupon Payment Date shall vary in actual depending on the actual date of allotment. * The Cash Flow displayed above is calculated per bond (face value of Rs. 10,00,000). * If the date of payment of interest happens to be holiday, the Interest payment will be made on the next working day with Interest for the intervening period. (As per SEBI Circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 &CIR/IMD/DF-1/122/2016 dated November 11, 2016). * If the date of payment of interest happens to be 2nd or 4th Saturday of the month, the Interest payment will be made on the next working day with Interest for the intervening period. * If the maturity date falls on Sunday or on holiday, the redemption proceeds shall be paid on the previous working day. ((As per SEBI Circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 &CIR/IMD/DF-1/122/2016 dated November 11, 2016)). * The cash flow has been prepared based on the best available information on holidays and could further undergo change(s) in case of any scheduled and unscheduled holiday(s) and/or changes in money market settlement day conventions by the Reserve bank of India/ SEBI. * Interest payments are rounded-off to nearest rupee as per the FIMMDA ‘Handbook on market practices’. Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue: Not Applicable


36

Principal terms of the assets charged as security, if any First Pari-Passu charge on the current assets of the Adani Enterprises Limited except those pertaining to Mining Division.

Allotment made in the last one year for consideration other than cash

Nil

The proposed time within which the allotment shall be completed;

3 Working days

The change in control, if any, in the Company that would occur consequent to the private placement

NIL

Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer:

NIL

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

NIL

The pre-issue and post-issue shareholding pattern of the Issuer

No Change

Relevant date1 with reference to which the price has been arrived at:

Not applicable

DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer

and the effect of such interest in so far as it is different from the interests of other persons. Nil

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum.

c. Remuneration of directors (Current year and last three financial years);

(Rs in crores) Directors Current Year

till April-20 FY 19-20 FY 2018-19 FY 2017-18

Mr. Gautam S. Adani 0.19 2.17 2.11 2.02 Mr. Rajesh S. Adani 0.28 4.26 4.19 4.06 Mr. Pranav V. Adani 0.45 3.05 2.99 2.96 Mr. Ameet H. Desai N.A. N.A. N.A. 8.081 Mr. Rajiv Nayar N.A. N.A. N.A. 5.112 Mr. Vinay Prakash 0.17 15.69 15.40 3.123

1Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held


37

1. Upto 12th August, 2017. 2. From 12th August, 2017 3. From 12th August, 2017.

d. Related party transactions entered during the last three Adopted Financial results by Shareholders immediately preceding the year of circulation of Information Memorandum including with regard to loans made or, guarantees given or securities provided:

As per Annexure D

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of Information Memorandum and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark: Nil

f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Information Memorandum and if so, section-wise details thereof for the Company and all of its subsidiaries Nil

g. Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company Nil h. The details of significant and material orders passed by the regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations. Nil


38

FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer

The capital structure of the Company as on date of this Information Memorandum is provided below:

Share Capital Rs in crores A. Authorized Share Capital 485,92,00,000 Equity Shares of Re. 1 each 485.92 45,00,000 Preference Shares of Rs. 10 each 4.50 B. Issued, Subscribed and Paid-up Share Capital 109,98,10,083 Equity Shares of Re. 1 each 109.98 C. Present Offer Issue of debentures at face

value of Rs. 10,00,000 each, aggregating to not more than Rs. 400 Crores.

D. Share/Security Premium Account Before the Issue 982.64 After the Issue 982.64

As on date of this Information Memorandum, the Company has no convertible instruments outstanding. The paid-up share capital after this Issue is Rs. 109.98 Crores The capital structure of the Company Post the Issue shall be as below: No change in Capital Structure Changes in capital structure of the Issuer as on last quarter end, for the last 5 years Date of Change (AGM/EGM) Particular

20th April, 2015 – Postal Ballot Authorised Share Capital of Adani Mining Private Limited (merged with AEL) transferred and amalgamated with the Company.


39

Equity share capital history of the Issuer as on 31st March, 2020

Date of Issue

No. of Shares Issued

Issue Price (Rs.)

Type of Issue

Cumulative Capital (No of shares)

Whether listed, if not listed, give reasons thereof

2nd March, 1993 10,00,000

10

Subscriber 10,00,000

N.A. Pre-IPO

27th November, 1993 22,50,000 10 Rights Issue 32,50,000 N.A. Pre-IPO

27th November, 1993 5,00,000 N.A. Bonus Issue 37,50,000 N.A. Pre-IPO

1st November, 1994 12,61,900 150 Initial Public Offer 50,11,900 Yes 30th March, 1995

5,00,000

N.A.

Pursuant to the scheme of amalgamation as approved by High Court of Gujarat.

55,11,900

Yes

26th November, 1996 55,11,800 N.A. Bonus Issue 1,10,23,700

Yes

29th December, 1999 1,10,23,700 N.A. Bonus Issue 2,20,47,400

Yes

18th February, 2005

35,25,442

67

Issued on conversion of 515 Foreign Currency Convertible Bonds (FCCBs) into Equity Shares.

22,39,99,442

Yes

21st March, 2005 15,40,242

67

Issued on conversion of 225 FCCBs.

22,55,39,684

Yes

3rd June, 2005 1,71,138 67 Issued on conversion of 25 FCCBs.

22,57,10,822

Yes

12th August, 2005 205,365 67 Issued on conversion of 30 FCCBs.

22,59,16,187 Yes

11th November, 2005 273,820 67 Issued on conversion of 40 FCCBs.

22,61,90,007 Yes

8th May, 2006

684,552

67


22,68,74,559

Yes

23rd May, 2006

31,96,858 67


23,00,71,417

Yes

28th June, 2006 23,82,241 67


23,24,53,658 Yes

25th August, 2006

6,16,096

67 Issued on conversion of 90 FCCBs.

23,30,69,754 Yes

5th October, 2006

6,84,552

67


23,37,54,306

Yes

6th November, 2006

1,04,39,420

67


24,41,93,726 Yes

25th November, 2006

22,93,249

67


24,64,86,975

Yes

21st June, 2008 1,22,200

1184.59

Issued on conversion of 200 FCCBs

24,66,09,175

Yes

4th September, 2009

7,25,000

829.21 Issued on conversion of 1000 FCCBs.

24,73,34,175

Yes

21st November, 2009 6,81,500 829.21 Issued on conversion 24,80,15,675 Yes


40

Date of Issue

No. of Shares Issued

Issue Price (Rs.)

Type of Issue

Cumulative Capital (No of shares)

Whether listed, if not listed, give reasons thereof

of 940 FCCBs.

14th December, 2009

24,80,15,675 N.A. Bonus Issue 49,60,31,350 Yes

8th January, 2010

11,32,450 414.61 Issued on conversion of 781 FCCBs.

49,71,63,800 Yes

2nd March, 2010


49,80,26,550 Yes

16th April, 2010


50,13,52,850 Yes

21st April, 3,11,26,659 475.00 Right Issue 53,24,79,509 Yes 3rd May, 2010

7,250 414.61 Issued on conversion of 5 FCCBs.

53,24,86,759 Yes

28th May, 2010

45,53,000 414.61 Issued on conversion of 3,140 FCCBs.

53,70,39,759 Yes

8th July, 2010.


53,72,45,659 Yes

29th July, 2010. 7,46,05,987 536.15 QIP Issue 61,18,51,646 Yes 23rd August, 2010

2,30,59,350

414.61 Issued on conversion of 15,903 FCCBs.

63,49,10,996

Yes

1st September, 2010

52,05,04,469

N.A.

Pursuant to the scheme of amalgamation as approved by High Court of Gujarat.

109,98,10,083

Yes

2. Preference Share Capital History of our Company - Nil Details of the shareholding pattern of the Issuer as on 31stMarch, 2020 Shareholding pattern of the Issuer

Category Category & Name of shareholders

Nos. of shareholders

Total number of shares

Shareholding as a % of total no. of shares

Number of Shares pledged or otherwise encumbered No. (a)

As a % of total Shares held(b)

A Promoter and Promoter Group

1 Indian

(a) Individuals / Hindu Undivided Family

2 2 0.00 0 0.00


41

(b) Central Government / State Government(s)

0 0 0.00 0 0.00

(c) Financial Institutions / Banks

0 0 0.00 0 0.00

(d) Any Other (Specify) 3 729526379 66.33 410223646 56.23

Held by respective trustees (beneficial holders family trusts)

2 630034660 57.29 382998649 60.79

Shri Gautam S. Adani/Shri Rajesh S. Adani (on behalf of S. B. Adani Family Trust)

1 621197910 56.48 382998649 61.65

Shri Gautam S. Adani/Smt.Priti G. Adani (on behalf of Gautam S. Adani Family Trust)

1 8836750 0.80 0 0.00

Bodies Corporate 1 99491719 9.05 27224997 27.36

Sub Total (A)(1) 5 729526381 66.33 410223646 56.23

2 Foreign

(a) Individuals (Non-Resident Individuals / Foreign Individuals)

0 0 0.00 0 0.00

(b) Government 0 0 0.00 0 0.00

(c) Institutions 0 0 0.00 0 0.00

(d) Foreign Portfolio Investor 0 0 0.00 0 0.00

(e) Any Other (Specify) 4 94437100 8.59 0 0.00


Sub Total (A)(2) 4 94437100 8.59 0 0.00

Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2)

9 823963481 74.92 410223646 49.79

B Public 1 Institutions

(a) Mutual Fund 10 11491964 1.04 0 0.0000

(b) Venture Capital Funds 0 0 0.00 0 0.0000

(c) Alternate Investment Funds 0 0 0.00 0 0.0000

(d) Foreign Venture Capital Investors

0 0 0.00 0 0.0000

(e) Foreign Portfolio Investor 141 224082945 20.37 0 0.0000

(f) Financial Institutions / Banks

4 5650727 0.51 0 0.0000

(g) Insurance Companies 0 0 0 0 0

(h) Provident Funds/ Pension Funds

0 0 0.00 0 0.0000

(i) Any Other (Specify) 1 72238 0.01 0 0.0000

Foreign Institutional Investors

1 72238 0.01 0 0.0000

Sub Total (B)(1) 156 241297874 21.94 0 0.0000

2 Central Government/ State Government(s)/ President of India

0 0 0.00 0 0

Central Government / State Government(s)

Sub Total (B)(2) 0 0 0.00 0 0


42

3 Non-Institutions

(a) Individuals 0 0.00 0 0.0000

i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs.

76569 21018845 1.91 0 0.0000

ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.

3 2961638 0.27 0 0.0000

(b) NBFCs registered with RBI 3 896 0.00 0 0.0000

(c) Employee Trusts 0 0 0.00 0 0.0000

(d) Overseas Depositories(holding DRs) (balancing figure)

0 0 0.00 0 0.0000

(e) Any Other (Specify) 3407 10567349 0.96 0.00 0.00

Hindu Undivided Family 1522 988708 0.09 0 0.0000

Trusts 2 1500 0.00 0 0.0000


NRIs 1333 1066882 0.10 0 0.0000

Clearing Members (Shares in Transit)

174 725593 0.07 0 0.0000

Foreign National 2 10300 0.00 0 0.0000

IEPF Authority 1 46226 0.00 0 0.0000

Sub Total (B)(3) 79982 34548728 3.14 0 0.0000

Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)

80138 275846602 25.08 0 0.0000

Grand Total (A)+(b) 80147

1099810083

100.00

410223646 37.30

There shall be no change in the shareholding pattern on account of NCD issuance List of the top 10 holders of equity shares of the Issuer as on 31stMarch, 2020 Sr. No. Particulars Equity Shares Held as % of total no of Equity Shares (in dematerialized form)

1 Gautambhai Shantilal Adani & Rajeshbhai Shantilal Adani (On behalf of S.B. Adani Family Trust)

621197910 56.48

2 Adani Tradeline LLP 99491719 9.05 3 Elara India Opportunities Fund Limited 49932688 4.54 4 Cresta Fund Ltd 31527622 2.86

5 Worldwide Emerging Market Holding Limited 30249700 2.75

6 Afro Asia Trade And Investments Limited 30249700 2.75 7 Universal Trade And Investments Limited 30249700 2.75 8 Albula Investment Fund Ltd 23642671 2.14

9 Apms Investment Fund Limited 23362189 2.12

10 Vespera Fund Limited 19798892 1.80

Details of any acquisition or amalgamation of or by the Issuer in the last 1 year

During the year under review, the following companies were incorporated by the Company and its subsidiaries:


43

Subsidiary companies formed/acquired

1. Mancherial Repallewada Road Private Limited (Subsidiary of Adani Transport Limited, which is a wholly owned subsidiary of the Company)

2. Suryapet Khammam Road Private Limited (Subsidiary of Adani Transport Limited, which is a wholly owned

subsidiary of the Company) 3. Alpha Design Technologies Private Limited (Subsidiary of Adani Defence Systems and Technologies

Limited, which is a wholly owned subsidiary of the Company) 4. NW Rail Operations Pte. Ltd (Subsidiary of Adani Global Pte. Ltd, which is a step down subsidiary of the

Company) 5. North West Rail Holdings Pty Ltd (Subsidiary of NW Rail Operations Pte. Ltd, which is a step down

subsidiary of the Company) 6. North West Rail Pty Ltd (Subsidiary of North West Rail Holdings Pty Ltd, which is a step down subsidiary of

the Company) 7. Gare Pelma II Mining Private Limited 8. Adani Airport Holdings Limited

9. Adani Lucknow International Airport Limited 10. Kurmitar Mining Private Limited 11. Flaire Unmanned Systems Private Limited (Subsidiary of Adani Defence Systems and Technologies

Limited, which is a wholly owned subsidiary of the Company) 12. Adani Guwahati International Airport Limited 13. Adani Thiruvananthapuram International Airport Limited 14. Adani Mangaluru International Airport Limited 15. Adani Jaipur International Airport Limited 16. Adani Ahmedabad International Airport Limited 17. Stratatech Mineral Resources Private Limited 18. Adani Metro Transport Limited 19. Kurmitar Iron Ore Mining Private Limited 20. Mundra Solar Energy Limited (Subsidiary of Adani Green Technology Limited, which is a step down

subsidiary of the Company)

21. Adani Iron Ore Mining Private Limited

22. Adani Railways Transport Limited

23. Gare Palma II Collieries Private Limited

24. Sabarmati Infrastructure Services Limited (Subsidiary of Adani Airport Holdings Limited, which is a wholly owned subsidiary of the Company)

25. Vijaynagara Smart Solutions Limited (Subsidiary of Adani Airport Holdings Limited, which is a wholly owned subsidiary of the Company)

26. Periyar Infrastructure Services Limited (Subsidiary of Adani Airport Holdings Limited, which is a wholly owned subsidiary of the Company)


44

27. Gomti Metropolis Solutions Limited (Subsidiary of Adani Airport Holdings Limited, which is a wholly owned subsidiary of the Company)

28. Brahmaputra Metropolis Solutions Limited (Subsidiary of Adani Airport Holdings Limited, which is a wholly owned subsidiary of the Company)

29. Agneya Systems Private Limited (Subsidiary of Adani Defence Systems and Technologies Limited, which is a wholly owned subsidiary of the Company)

30. Carroballista Systems Private Limited. (Subsidiary of Adani Defence Systems and Technologies Limited, which is a wholly owned subsidiary of the Company)

31. Rajputana Smart Solutions Limited (Subsidiary of Adani Airport Holdings Limited, which is a wholly owned subsidiary of the Company)

. Details of any reorganization or reconstruction of the Issuer in the last 1 year NIL Details regarding Auditors of the Company Name Address Auditor Since M/s Shah Dhandharia & Co.

807, Abhijeet-1, Mithakhali Six Road, Navrangpura, Ahmedabad – 380 009, Gujarat, India. Phone No: 91 (0)79 4890 1710 Contact Person: Mr. Ankit Ajmera

Appointed as Auditor in AGM held on 9th August 2017

Details of change in the Auditor since last three years Name Address Date of

Appointment/ Resignation

Auditor of the Company since (in case of resignation)

M/s Shah Dhandharia & Co.

807, Abhijeet-1, Mithakhali Six Road, Navrangpura, Ahmedabad – 380 009, Gujarat, India. Phone No: 91 (0)79 4890 1710 Contact Person: Mr. Ankit Ajmera

09.08.2017 -

M/s. Dharmesh Parikh & Co.

Milestone, Opposite TV Tower, Near Drive-in-Cinema, Memnagar, Ahmedabad, Gujarat 380054

09.08.2017 Since 2014

Details of the borrowings of the Issuer (Standalone) as on 31st December, 2019 1) Details of secured Bank/FI loan facilities

Bank/FI Type of Facility Currency Amount

(in Rs. Crore) Yes Bank Ltd. Rupee Term Loan INR 512.91 IndusInd Bank Rupee Term Loan INR 592.71 RBL Bank Ltd. Working Capital INR 97.89 Yes Bank Ltd. Working Capital INR 17.50 Central Bank of India Working Capital INR 16.51 2)Details of unsecured Bank/FI loan facilities as on 31st December, 2019

Bank/FI Type of Facility Currency Amount (in Rs. Crore)

Various Investor Commercial Papers INR 191.00 3) Details of non-convertible debentures as on 31st March, 2020- NIL


45

4) List of the top 10 Debenture Holders of the Issuer as on 31st March, 2020 - NIL 5) Details of the Corporate Guarantee issued (with outstanding amount against facilities) by the Issuer as on 31s March, 2020 Name of Company Type of Relationship Amount in Rs. Cr. Adani Power Limited Entity under common control 400 Raipur Energen Limited Entity under common control 950 Adani Power Rajasthan Limited Entity under common control 1050 Mundra Solar PV Limited Subsidiary 146 Adani Wilmar Limited Joint Venture 95 Sarguja Rail Corridor Private Limited Entity under common control 501 Parsa Kente Collieries Limited Subsidiary 179 Bilaspur Pathrapali Road Private Limited Subsidiary 114 Adani Road Transport Limited Subsidiary 30 Adani Green Energy Ltd Entity under common control 380 Adani Wind Energy (Gujarat) Private Limited

Entity under common control 126

6) Details of the commercial papers issued by the Issuer as on 31st December, 2019.

External Ref. Bank Name Amount

(in Rs. Cr) Int. Rate

(%) Term Start Term End INE423A14JU8 The Nainital Bank Ltd 25.00 9.85 10-Jul-19 3-Jan-20 INE423A14JU8 Kurmanchal Nagar Sahakari

Bank Ltd. 5.00 9.85 17-Jul-19 3-Jan-20 INE423A14KB6 Engineers India Limited

Employee Provident Fund 5.00 10.00 30-Sep-19 28-Sep-20 INE423A14KC4 Engineers India Limited

Employee Provident Fund 5.00 10.00 14-Oct-19 12-Oct-20 INE423A14KD2 RINL Employee Superannuation

Benefit Fund Trust 2.00 9.80 17-Oct-19 15-Jan-20 INE423A14KD2 Visakhapatnam Steel Project

Employees Provident Fund Trust 5.00 9.80 17-Oct-19 15-Jan-20 INE423A14JZ7 RBL Bank 25.00 10.00 24-Oct-19 17-Jan-20 INE423A14KA8 RBL Bank 35.00 10.00 24-Oct-19 22-Jan-20 INE423A14KE0 RINL Employee Superannuation

Benefit Fund Trust 5.00 9.80 22-Nov-19 20-Feb-20 INE423A14KE0 Visakhapatnam Steel Project

Employees Provident Fund Trust 37.00 9.80 22-Nov-19 20-Feb-20 INE423A14KG5 RBL Bank 15.00 10.00 16-Dec-19 13-Mar-20 INE423A14KF7 RINL Employee Superannuation

Benefit Fund Trust 5.00 9.80 17-Dec-19 16-Mar-20 INE423A14KF7 Visakhapatnam Steel Project

Employees Provident Fund Trust 17.00 9.80 17-Dec-19 16-Mar-20 INE423A14KH3 Kurmanchal Nagar Sahakari

Bank Ltd. 5.00 9.80 27-Dec-19 24-Jun-20 Total 191.00

7) Details of any other borrowing of the Issuer (if any, including hybrid debt instruments like FCCBs,

optionally convertible debentures or preference Shares as on 31st March 2020. Not Applicable

8) Details of all default(s) and/or delays in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Issuer, in the past 5 years

NIL


46

9) Details of any outstanding borrowings taken and debt securities issued, where taken or issued: (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

Not Applicable

Standalone Profits of the Company, before and after making provision for tax, for the three audited financial years immediately preceding the date of circulation of Information Memorandum

(Amount in Rs. Cr) Standalone Profit & Loss Account

PARTICULARS

For the Year ended March

31, 2019


31, 2018


2017 Revenue from Operations 15,541.30 9,538.25 7,779.37 Other Income 382.30 616.21 687.12 Total Revenue 15,923.60 10,154.46 8,466.49 Expenses

Operating Expenses 12,625.08 7,764.15 5,931.90 Employee Benefits Expenses 239.36 234.71 247.07 Finance Costs 581.07 666.35 781.80 Depreciation and Amortization Expense 101.19 87.41 78.86 Other Expenses 1,728.87 915.08 1,029.42 Total Expenses 15,275.58 9,667.71 8,069.06 Profit before tax & Exceptional Item 648.02 486.76 397.43 Exceptional Item (20.82) (181.05) - Profit before tax 627.20 305.71 397.43 Tax Expense:

- Current Tax (MAT) 94.90 62.87 85.44 - MAT Credit Entitlement (Incl. additional MAT credit) - - - Excess provision of earlier years written back 2.87 0.50 3.54 - Deferred Tax Charge 44.52 33.08 77.90 Total Tax Expense 142.29 96.45 166.89 Profit for the year from Continuing Operations 484.91 209.26 230.54 Profit for the year from Discontinuing Operations 2.33 (12.22) (8.93) Profit For the Year 487.24 197.04 221.61 Other Comprehensive Income net of Tax (0.88) (2.87) 0.46 Total Income including Other Comprehensive Income 486.36 194.16 222.07 Total No of Shares Outstanding 1,099,810,083 1,099,810,083 1,099,810,083 Earning per Equity Share (in Rs.) face value of Re. 1 each 4.43 1.79 2.02

Dividends declared by the Company in respect of the said three financial years; interest coverage ratio (Standalone) for last three years (Cash profit after tax plus interest paid/interest paid) Dividend has been declared by the Company in respect of the said three financial years and is as mentioned below: Standalone Parameters 31-03-2019 31-03-2018 31-03-2017 Dividend Declared (in % of face value of share)

40% 40% 40%

Interest coverage ratio 2.12 1.73 1.51


47

A summary of the standalone financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum;

Rs. In Crore

PARTICULARS For the Year ended March 31,

2019


2018


31, 2017 EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital 109.98 109.98 109.98 Reserves and Surplus 3,138.84 3,798.42 3,657.20

Sub Total 3,248.82 3,908.40 3,767.18 NON-CURRENT LIABILITIES Long-term Borrowings 928.34 1,596.99 1,857.82 Other Long-term Liabilities 120.56 123.53 94.52

Sub Total 1,048.90 1,720.52 1,952.34 CURRENT LIABILITIES Short-term Borrowings 1,915.33 4,971.34 4,905.40 Trade Payables 7,726.56 3,693.18 3,217.95 Other Current Liabilities 694.08 1,089.78 788.14 Liabilities for Current Tax Short-term Provisions 39.79 27.45 27.27

Sub Total 10,375.77 9,781.74 8,938.76 Total 14,673.49 15,410.66 14,658.28

ASSETS NON CURRENT ASSETS Fixed assets Tangible Assets 940.40 632.98 521.32 Goodwill & Intangible Assets 617.27 629.79 650.05 Capital Work-In-Progress 211.39 413.90 621.60 Fixed asset held for sale Total Fixed Assets 1,769.07 1,676.67 1,792.98 Non-Current Investments 1,943.24 3,007.97 3,090.20 Loans and Advances 18.69 87.75 Trade Receivables - Deferred Tax Assets (net) 168.27 214.01 246.57 Other Non-Current Assets 408.31 696.27 499.43

Sub Total 4,288.89 5,613.61 5,716.93 CURRENT ASSETS Current Investments 1.00 1.00 1.00 Inventories 1,901.88 1,294.42 594.56 Trade Receivables 5,182.05 2,635.37 2,923.44 Cash and Bank Balances 349.70 524.66 364.21 Loans and Advances 2,013.52 3,168.19 3,782.93 Other Current Assets 936.46 2,173.41 1,275.21

Sub Total 10,384.60 9,797.05 8,941.35 Total 14,673.49 15,410.66 14,658.28


48

Standalone Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum;

(Amount in Rs. Cr)

Particulars For the Year ended March

31, 2019


31, 2018


31, 2017 A. Cash Flow from Operating Activities Net Profit Before Tax 629.96 290.29 385.95 Adjustment for:

Depreciation / Amortization 101.19 87.41 78.86 Interest / Dividend from Investments (0.13) (0.07) (3.88) Exchange Rate Difference Adjustment (62.04) 35.37 (189.59) Profit from Limited Liability Partnerships (192.40) (3.92)

Net Gain on Sale of Current Investments (23.42) (16.48) (12.70) Loss/(Profit) on sale of Fixed Assets (Net) 0.29 0.01 7.25 Bad Debts / Provision for Doubtful Debts, Loans & Advances 47.18 184.72 9.84 Liability no Longer Required to be Written back (5.27) (0.52) (3.90) Finance Cost 581.07 728.85 791.71 Unamortization of ancillary cost of borrowing - - (2.65) Interest Income (333.62) (560.01) (635.38) Unearned Guarantee Fee Income (12.85) (25.88) - Stamp Duty on account of Scheme of Arrangement 25.00 - - Impairment in value of Investments 5.14 - - Gain on disposal of Long term Investments (4.18) (0.13) - Operating Profit Before Working Capital Changes 755.92 719.65 425.52 Adjustment For:

Trade & Other Receivables (2,528.10) 228.49 (242.92) Inventories (607.46) (702.04) (64.18) Loans & Advances 0.31 (0.51) 0.58 Trade Payables, Other Liabilities & Provisions 4,375.47 834.10 (180.04) Cash Generated From Operations 1,996.16 1,079.69 (61.04) Direct taxes (Paid)(net of refunds) (88.20) (93.57) (95.08) Net Cash Flow from operating Activities 1,907.96 986.12 (156.11) B. Cash Flow From Investing Activities

Capital Expenditure on Fixed Assets (after adjustment of increase/decrease of Capital Work-in-Progress, Capital Creditors and advances)

(214.25) (92.79) (136.35)

Sale/Disposal of Fixed Assets 0.71 0.14 0.76 Loans to Subsidiary / Joint Venture Companies / Associates (Net)

1,176.45 195.71 1,002.26

Loans to Others (Net) (3.40) (15.88) (2.12) Proceeds from Sale/Redemption of Investments in Subsidiaries / JVs / Associates

1,268.34 0.13 299.86

Purchase of Investments in Subsidiaries / JVs (285.34) (330.17) (1,141.58) Gain from Sale/Redemption of Investments in others (net) 23.42 16.48 12.70 Withdrawal / (Investment) in Limited Liability Partnerships 53.56 4.35 (0.13) Withdrawal/ (Investments) in short term deposits (net) 42.87 (196.91) (21.00) Interest / Dividend from Investments 0.13 0.07 3.88 Interest Received 334.28 590.51 627.41 Net cash Flow from Investing Activities 2,396.77 171.64 645.68 C. Cash Flow From Financing Activities

Proceeds/(Repayment) Short Term Loan from Subsidiary (Net) 241.23 35.80 178.80 Proceeds/(Repayment) from Short term borrowings (Net) (3,272.62) 212.66 640.14 Proceeds from Long Term Borrowings 1,046.31 1,569.96 - Repayment of Long Term Borrowings (1,781.03) (2,157.67) (325.71) Stamp Duty on account of Scheme of Arrangement (25.00) - - Finance Cost Paid (592.70) (752.55) (801.49) Dividend Paid ( Including Dividend Tax) (53.04) (52.94) - Net Cash Flows from Financing Activities (4,436.85) (1,144.74) (308.27) D. Net Increase in Cash & Cash Equivalents(A+B+C) (132.12) 13.02 181.30 272.95 259.93 78.63


49

E. Cash & Cash Equivalents at the beginning of the year F. Cash & Cash Equivalents at the end of the year 140.83 272.95 259.93 Components of Cash & Cash Equivalents

- Cash on Hand 0.55 0.55 0.55 -Cheque on Hand 20.81 18.84 17.05 Balances with Banks

- On Current Accounts 105.43 252.63 202.70 - Deposits with original maturity of less than three months 14.04 0.93 39.63 Cash & Cash Equivalents at the end of the year 140.83 272.95 259.93 Consolidated Profits of the Company, before and after making provision for tax, for the three audited financial years immediately preceding the date of circulation of Information Memorandum

(Amount in Rs. Cr) PARTICULARS For the Year

ended March 31, 2019


2018


2017 Revenue from Operations 40,378.66 35,923.92 36,608.30 Other Income 571.96 592.24 734.32 Total Revenue 40,950.62 36,516.16 37,342.62 Expenses Cost of Material Consumed, Purchases & Changes in Inventories 33,321.41 29,998.34 30,981.54

Employee Benefits Expense 656.40 568.31 510.67 Finance Costs 1,625.07 1,250.17 1,257.31 Depreciation and Amortization Expense 389.77 663.92 315.46 Other Expenses 4,432.05 3,323.07 3,186.92 Total Expenses 40,424.70 35,803.82 36,251.90 Profit Before tax 525.92 712.34 1,090.72 Exceptional Item -157.98 -273.13 26.95 Profit Before tax after exceptional item 367.94 439.21 1,117.67 Tax Expense: - Current Tax (MAT) 159.80 107.61 179.4 - MAT Credit Entitlement ( Incl. additional MAT - Adjustment for Earlier Years 7.75 5.48 3.67 - Deferred Tax (Including MAT) -23.01 -0.98 88.08 Total Tax Expense 144.54 112.11 271.15 Profit after tax and before share of profit from joint venture entities 223.40 327.10 846.52

Add : Share of Profit in Joint Ventures & Associates 191.73 219.48 117.53 Net Profit for the year from Continuing Operations 415.13 546.58 964.05 Net Profit / (Loss) for the year from Discontinuing Operations 90.78 47.61 -38.80

Profit / (Loss) for the year 505.91 594.20 925.25 Other Comprehensive Income 683.23 248.36 -232.35 Net Profit 1,189.14 842.56 692.90 Basic and Diluted Earnings per Equity Share (in Rs.) face value of Rs. 1 each (From Continuing & Discontinuing Operations)

6.52 6.89 8.98

A summary of the consolidated financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum;

(Amount in Rs. Cr)

PARTICULARS For the Year

ended March 31, 2019


2018


2017 EQUITY AND LIABILITIES SHAREHOLDERS'FUNDS Share Capital 109.98 109.98 109.98 Reserves and Surplus 14645.96 14979.19 14,025.99

Sub Total 14755.94 15089.17 14135.97 Minority Interest 387.77 777.86 562.25 Total Equity 15143.71 15867.03 14698.22 NON-CURRENT LIABILITIES


50

Long-Term Borrowings 2992.22 4272.98 9,173.33 Deferred Tax Liabilities (Net) - 89.37 77.93 Other Long Term Liabilities 1841.03 1,919.66 1,469.07 Long-Term Provisions 49.93 46.13 43.90

Sub Total 4,883.18 6,328.14 10,764.23 CURRENT LIABILITIES Short Term Borrowings 6959.14 12599.38 10,679.88 Trade Payables 11988.73 8548.99 8,555.01 Other Current Liabilities 3508.72 2,660.95 2,954.07 Short-Term Provisions 52.70 38.47 37.99

Sub Total 22509.49 23847.79 22226.95 Total 42536.18 46042.97 47689.40

Liabilities Associated with Assets held for Distribution to Owners 10451.74

Total 42536.18 56494.71 47689.40 ASSETS NON CURRENT ASSETS Fixed assets Tangible assets 5767.61 7,185.08 10,300.48 Intangible assets 3198.28 3,290.45 3,287.84 Capital work-in-progress 5764.92 5,525.87 7,731.49 14730.81 16001.40 21319.81 Goodwill on consolidation 54.22 79.66 79.66 Investments accounted using Equity Method Non-current investments 1508.53 1389.03 944.99 Deferred Tax Assets (net) 349.31 317.05 487.63 Loans and Advances 1376.46 1420.87 975.94 Trade Receivables Other Non-Current Assets 1,388.84 1,830.32 1,722.70

Sub Total 19408.17 21038.33 25530.73 CURRENT ASSETS Current Investments 2.82 71.69 96.76 Inventories 2668.82 2342.56 1651.90 Trade Receivables 14307.03 12098.77 12741.75 Cash & Bank Balances 1709.28 1884.25 1715.09 Loans and Advances 2238.77 4145.77 3935.07 Other Current Assets 2201.29 1539.09 2018.10

Sub Total 23128.01 22082.13 22158.67 Assets held for Distribution to Owners 13374.25

Total 42536.18 56494.71 47689.40 Consolidated Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum;

(Amount in Rs Cr)

Particulars For the Year ended March

31, 2019


31, 2018


31, 2017 A. Cash Flow from Operating Activities Net Profit Before Tax Continuing Operations 367.94 439.22 904.60 Discontinued Operations - Excluding Share of Joint Venture and Associates 142.98 68.72 -

Adjustment for: Depreciation, Amortisation & Impairment 1087.25 1357.56 640.00 Impairment in value of Investments 0.35 - - Dividend Income from Non Current Investments (2.75) (4.37) - Dividend Income from Current Investments (0.02) (0.03) (3.78) (Profit) / Loss from Partnership Firm (0.03) 1.02 Gain on Sale of Current / Non Current Investments (32.39) (30.35) (14.12) Gain on Sale of Subsidiaries / Associates (537.82) (2.02) (87.92) Unsuccessful Project Costs - - 60.97


51

Government Incentives (49.64) (96.46) (2.76) Loss on Sale of Assets (net) 0.20 12.27 9.18 Bad Debts / Provision for Doubtful Debts & Advances 65.70 17.82 28.48 Write off due to reversal of reimbursement claim - 185.51 0.00 Liabilities no longer required written back (5.44) (5.55) (5.94) Unrealised Exchange Rate Difference (80.11) 204.73 (120.32) Stamp Duty on account of Scheme of Arrangement 25.00 - - Finance Costs 1637.34 1848.81 1572.74 Interest Income (489.89) (534.60) (637.60) Operating Profit Before Working Capital Changes 2128.67 3462.28 2343.53 Adjustment For: Trade Receivables & Other Financial Assets (1980.03) (532.25) (3965.32) Inventories (369.23) (713.12) (352.12) Other Current & Non-Current Assets (381.82) 406.00 (170.39) Other Current & Non-Current Liabilities 158.48 282.07 (257.08) Trade Payables, Other Financial Liabilities & Provisions 3981.54 287.51 3394.95 Cash Generated From Operations 3537.61 3192.49 993.57 Direct taxes paid (net) (210.91) (250.10) (219.50) Net Cash Flow from operating Activities 3326.70 2942.39 774.07 B. Cash Flow From Investing Activities

Capital Expenditure on Property, Plant & Equipments, Intangible Assets and Investment Properties (after adjustment of increase / decrease of Capital Work-in-Progress and Advances)

(1772.32) (7305.00) (4167.12)

Investment in Joint Ventures (including Share Application Money) (324.06) (79.94) (72.81)

Proceeds from Sale of Property, Plant & Equipments 7.09 10.98 20.19 Non Current Loans advanced (753.29) (494.46) - Non Current Loans received back 797.70 43.27 - Current (Loans advanced to) / Received Back (net) 1906.75 (260.59) 2533.24 Investments in Other Bank Deposits (net) (44.55) (176.62) (145.48) Sale / (Purchase) of Current Investments (net) 36.01 5.52 (51.71) Profit / (Loss) from Partnership Firm 0.03 (1.02) - Dividend from Current Investments 0.02 0.03 3.78 Dividend from Non Current Investments 2.75 4.37 - Proceeds from Sale of Investments in Subsidiaries 1,269.52 - - Interest Received 476.25 546.99 651.03 Proceeds from Sale of Non Current Investments 207.23 - - Net cash Flow from Investing Activities 1809.13 (7706.47) (1228.88) C. Cash Flow From Financing Activities Proceeds from Long Term Borrowings 3031.47 11982.13 4266.44 Repayment of Long Term Borrowings (2002.76) (8483.52) (2220.75) Proceeds / (Repayment) from Short Term Borrowings (net) (5633.26) 3086.83 (326.11) Transfer / Issue of shares to Non Controlling Interests 26.98 100.59 539.39 Government Grant received 103.01 212.49 37.44 Finance Costs paid (1605.82) (1726.00) (1580.59) Stamp Duty on account of Scheme of Arrangement (25.00) - - Dividends paid (Including Dividend Tax) (53.03) (52.95) - Net Cash Flows from Financing Activities (6158.41) 5119.57 715.82 D. Others Exchange Difference arising on conversion taken to Foreign Currency Translation Reserve

677.78 57.62 (230.89)

Net Cash Flows from Others 677.78 57.62 (230.89) E. On account of Demerger of Gas Sourcing and Distribution undertaking during the Year (90.78) - -

Net Increase in Cash & Cash Equivalents(A+B+C+D+E) (435.58) 413.11 30.11 E. Cash & Cash Equivalents at the beginning of the year 1409.46 996.35 966.24 F. Cash & Cash Equivalents at the end of the year 973.88 1409.46 996.35 Components of Cash & Cash Equivalents Cash and Cheques on Hand 21.47 46.78 17.82


52

Balances with Scheduled Banks - On Current Accounts 585.02 838.64 575.24 - On Fixed Deposit Accounts 367.39 524.04 403.29 Cash & Cash Equivalents at the end of the year 973.88 1409.46 996.35

Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company. There have been no significant changes in accounting policies during the last three years except for the changes disclosed in the notes to the financial statements, if any. Also Accounting policies are followed on a consistent basis from the Financial Year-2016-17.


53

Abridged version of Limited Review Consolidated and Standalone Financial Information: Standalone Profit & Loss statement-

PARTICULARS For the Nine Month ended December 31,

2019

For the Nine Month ended December 31,

2018 Revenue from Operations 12,208.10 10,263.86 Other Income 264.62 290.56 Total Revenue 12,472.72 10,554.42 Expenses Operating Expenses 9,549.19 8,503.12 Employee Benefits Expenses 205.34 197.35 Finance Costs (including derivate gain/loss & forex MTM) 266.86 447.33 Depreciation and Amortization Expense 89.98 66.83 Other Expenses 1,594.06 1,151.96 Total Expenses 11,705.43 10,366.59 Profit before tax 767.29 187.83 Exceptional Item 315.34 (25.00) Profit before tax 1,082.63 162.83 Tax Expense: - Current Tax (MAT) 197.49 17.85 - Deferred Tax Charge 105.63 (8.33) Total Tax Expense 303.12 9.53 Profit for the year from Continuing Operations 779.51 153.31 Profit for the year from Discontinuing Operations - 2.76 Profit for the year 779.51 156.06 Other Comprehensive Income net of Tax (0.87) 2.32 Total Income including Other Comprehensive Income 778.64 158.39 Earning per Equity Share (in Rs.) face value of Rs. 1 each 7.09 1.42

Consolidated Profit & Loss Statement –

PARTICULARS For the Nine Month ended December 31,

2019

For the Nine Month ended December 31,

2018 Revenue from Operations 29,973.73 27,142.04 Other Income 414.39 335.61 Total Revenue 30388.12 27477.65 Expenses Cost of Material Consumed, Purchases & Changes in Inventories 23966.09 22,316.11

Employee Benefits Expense 521.14 468.67 Finance Costs 1,052.10 1287.98 Depreciation and Amortization Expense 331.39 281.22 Other Expenses 3579.93 3095.42 Total Expenses 29450.65 27449.4 Profit Before tax 937.47 28.25 Exceptional Item 198.75 2.56 Tax Expense: - Current Tax (MAT) (Refer note 33) 239.06 61.57 - MAT Credit Entitlement ( Incl. additional MAT credit) - Deferred Tax Charge 118.44 -44.35 Total Tax 357.5 17.22 Profit After Tax 778.72 13.59 Share of profit / (loss) of jointly controlled entities and associates 164.34 135.45

Profit / (Loss) after tax from Discontinued Operations - 90.78 Other Comprehensive Income 342.62 756.65 Net Profit 1285.68 996.47 Earning per Equity Share (in Rs.) face value of Rs. 1 each 9.79 3.94


54

Standalone Balance Sheet:

PARTICULARS For the Half Year ended September 30, 2019

For the Half Year ended September 30, 2018

EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital 109.98 109.98 Reserves and Surplus 3,656.65 2,623.24 Sub Total 3,766.63 2,733.22 NON-CURRENT LIABILITIES Long-term Borrowings 990.81 476.11 Other Long-term Liabilities 129.85 66.90 Sub Total 1,120.66 543.01 CURRENT LIABILITIES Short-term Borrowings 998.70 4,298.66 Trade Payables 6,276.83 6,376.44 Other Current Liabilities 635.32 354.26 Liabilities for Current Tax Short-term Provisions 41.14 31.21 Sub Total 7,951.99 11,060.57 Total 12,839.28 14,336.80 ASSETS NON CURRENT ASSETS Fixed assets Tangible Assets 899.03 611.87 Intangible Assets 611.92 619.74 Capital Work-In-Progress 267.57 497.46 Fixed asset held for sale Total Fixed Assets 1,778.53 1,729.06 Non-Current Investments 2,066.66 2,966.20 Loans and Advances 21.11 Trade Receivables Deferred Tax Assets (net) 112.47 212.08 Other Non-Current Assets 334.72 736.89 Sub Total 4,292.38 5,665.35 CURRENT ASSETS Current Investments 1.00 1.00 Inventories 915.39 1,704.98 Trade Receivables 4,686.05 3,548.82 Cash and Bank Balances 615.71 492.21 Loans and Advances 1,047.91 2,017.92 Other Current Assets 1,280.84 906.52 Sub Total 8,546.90 8,671.45 Total 12,839.28 14,336.80

Consolidated Balance Sheet –

PARTICULARS For the Half Year ended September 30, 2019

For the Half Year ended September 30, 2018

EQUITY AND LIABILITIES SHAREHOLDERS'FUNDS Share Capital 109.98 109.98 Reserves and Surplus 15546.82 14,738.21

Sub Total 15656.80 14848.19 Minority Interest 1,251.58 -37.08 Total Equity 16908.38 14811.11 NON-CURRENT LIABILITIES Long-Term Borrowings 2300.75 2948.24


55

Deferred Tax Liabilities (Net) 16.13 0.01 Other Long Term Liabilities 1929.38 1771.47 Long-Term Provisions 49.68 42.37

Sub Total 4295.94 4762.09 CURRENT LIABILITIES Short Term Borrowings 7267.72 12252.94 Trade Payables 11521.83 11445.96 Other Current Liabilities 4138.14 2963.32 Short-Term Provisions 57.44 44.28

Sub Total 22985.13 26706.5 Total 44189.45 46279.70

ASSETS NON CURRENT ASSETS Fixed assets Tangible assets 6223.54 6236.39 Intangible assets 4302 3393.59 Capital work-in-progress 6147.89 6490.71 16673.43 16120.69 Goodwill on consolidation 134.17 54.2 Investments accounted using Equity Method - Non-current investments 1,442.41 1,424.16 Deferred Tax Assets (net) 272.27 395.95 Loans and Advances 1559.72 1507.33 Trade Receivables 0 0 Other Non-Current Assets 1344.89 1933.42

Sub Total 21426.89 21435.75 CURRENT ASSETS Current Investments 31.46 12.11 Inventories 2342.94 3578.87 Trade Receivables 13359.68 14436.48 Cash & Bank Balances 2078.19 1988.67 Loans and Advances 1907.98 2659.32 Other Current Assets 3042.31 2168.5

Sub Total 22762.56 24843.95 Total 44189.45 50540.87

Any material event /development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer / promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. There is no material event, development or change having implications on the financials or credit quality at the time of the issue which may affect the issue or the investor’s decision to invest or continue to invest in the debentures. Details of significant and material orders passed by any regulator, court or tribunal impacting the going concern of the issuer and future operations NIL Details of Borrowing as on 31st December, 2019(Standalone) including any other issue of debt securities in past Total Borrowings: Rs. 3341.91 Crore Interim Accounts, if any Not Applicable Total NCDs of maturity upto one year outstandingas at 31st March 2020. Not applicable Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans and debt securities The Company has paid all interest and principal on due dates without any delay. Any conditions relating to tax exemption, capital adequacy etc. to be brought out fully in the documents


56

Not Applicable The following details in case of companies undertaking major expansion or new projects: - (a) Cost of the project, with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology, market etc) (e) Risk factors Not Applicable


57

TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section “Particulars of Offer” above. Below are the general terms and conditions. Issue Issue of the Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each, aggregating Rs. 400 Crores on a private placement basis in dematerialized form in one series. Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and other applicable laws in this regards. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities. IDBI Trusteeship Services Limited has granted its consent to be appointed as Debenture Trusteed vide its letter dated 1st May 2020issued to the Issuer, for being of Debentures. The copy of the consent letter from IDBI Trustee Services Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E. The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed. CARE Ratings Limited has assigned “CARE A Stable” rating to these Debentures by a letter dated 30th April, 2020 Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above rating is not a recommendation to buy, sell or hold the Debentures or other securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines); the same shall be disclosed in the offer document. Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed. The Issuer confirms that IDBI trustee Services limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated1st May 2020, issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Information Memorandum with. Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the consent letter from IDBI trusteeship Services limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E. Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange. The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited. The details of BSE Limited are as below: The BSE Limited PhirozeJeejeebhoy Towers, Dalal Street, Mumbai 400 001 Phone: +91 22 2272 1233/4 Fax: +91 22 2272 1919


58

Issue/instrument specified regulations - relevant details (Companies Act, RBI guidelines, etc): SEBI vide its circular CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI vide its circular No. 89 dated March 1, 2012 had decided that a SEBI registered FIIs/sub-accounts of FIIs can now invest in primary issues of non-convertible debentures (NCDs)/bonds only if listing of such NCDs/bonds is committed to be done within 15 days of issue. In case the NCDs/bonds issued to the SEBI registered FIIs/sub-accounts of FIIs are not listed within 15 days of issuance to the SEBI registered FIIs/sub- accounts of FIIs, for any reason, then the FII/sub-account of FII shall immediately dispose of these NCDs/bonds either by way of sale to a third party or to the Issuer. As per the provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2014, a foreign portfolio investor shall invest only in the Securities in the primary and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India. The Issuer hereby undertakes that in case the Debentures are not listed within 20 days of issuance (the “Listing Period”) to the SEBI registered FIIs / sub-accounts of FIIs, for any reason, the Issuer shall on the next Business Day on expiry of the Listing Period redeem / buyback the Debentures from the FIIs/sub- accounts of FIIs or shall arrange for a third party to purchase such Debentures. Application Process: 1) Who Can Apply:

This Information Memorandum is restricted to only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Issuer, and only such recipients are eligible to apply for the Debentures. Prospective subscribers must make their own independent evaluation and judgment regarding their eligibility to invest in the issue. Prior to making any investment in these Debentures, each investor should satisfy and assure herself/himself/itself that it is authorized and eligible to invest in these Debentures. The Issuer shall be under no obligation to verify the eligibility/authority of the investor to invest in these Debentures.

2) How to apply Since the issue size is more than 200 crore, the Issuer shall abide by SEBI Circular SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018 providing guidelines for ‘Electronic book mechanism for issuance of securities on private placement basis’ along with operational guidelines issued by BSE providing Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism. We have enumerated below the bidding process in brief for your ready reference: Issuer to register themselves with BSE BOND from the below URL: https://bond.bseindia.com/Issuer_Registration.aspx Investor(s) can register themselves with BSE BOND from the below URL: https://bond.bseindia.com/Investor_Registration.aspx.

3) Time line for issue setup and bidding window: Activity Timeline

Uploading Private Placement Memorandum (“PPM”)/ Information Memorandum (“IM”) and Term Sheet

At least two working days prior to the start of issue opening date

Bidding announcement on BSE BOND along with details of bid opening and closing time

At least one working day before initiating the bidding process

Minimum time frame for Bidding window The issue shall be open for at least one hour

The bidding window shall be open for the period between 9 am to 10 am.

https://bond.bseindia.com/Issuer_Registration.aspx

https://bond.bseindia.com/Investor_Registration.aspx.


59

Bidder to quote the Bid entry by entering bid Amount since it’s a Fixed Rate Issue and Fixed Price Issue.

Multiple bids by a bidder is not permitted.

Multiple bid by Arranger is allowed where each bid is on behalf of different investor(s)

Only Arrangers that are mapped to an Issue will be allowed to enter bids on behalf of their investors (QIB and Non-QIB), subject to prior registration of such investor with BSE BOND platform

Arrangers mapped to an Issue are also allowed to bid on propriety, client and consolidated basis.

All QIBs and Non-QIBs registered with the BSE BOND platform will be allowed to bid on propriety basis

The Registered Custodial Clearing Members will be allowed to bid on “Client” basis only for FPI clients

- Settlement: Pay-in towards the allotment of allotment of securities shall be done from the account of the bidder, to whom allocation is to be made. Pay in shall be done through clearing corporation of BSE , i.e. Indian Clearing Corporation Limited “ICCL”.

4) Settlement Summary

Timelines Activity for Clearing Corporation Indian Clearing Corporation Limited (“ICCL”)

T Day Bidding Session T+1 Day Successful Bidders to transfer funds from bank account(s) registered with BSE BOND to

the bank account of ICCL to the extent of funds pay-in obligation on or before 10:30 hours Issuer to inform BSE BOND about the final decision of the Issuer to go-ahead with allotment for the issue by 12:00 hours Issuer to give instruction to RTA for crediting securities to successful bidders. RTA to provide corporate action file along with all requisite documents to Depositories by 12:00 hours Clearing Corporation to initiate transfer of funds to the bank accounts designated by the Issuer

Activity for Depositories Depositories on the instruction of issuer or through its RTA, will be crediting the securities to the demat account of the investors

5) Issue withdrawal

Withdrawal of issue: An Issuer, at its discretion, may withdraw from the issue

process as per the following conditions: I. Issuer is unable to receive the bids up to base issue size. II. Bidder has defaulted on payment towards the allotment, within stipulated timeframe, due to which the issuer is unable to fulfil the base issue size III. Cut off yield in the issue is higher than the estimated cut off yield disclosed to BSE BOND, where the base issue size is fully subscribed

Restriction on usage of ANY EBP: If the Issuer has withdrawn the issue apart from any of the above conditions, the issuer will not be able to use any of the platforms provided by any EBP for the period of 7 days from the date of such withdrawal

6) Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Adani Enterprises Limited by the Deemed Date of Allotment.


60

7) Applications to be accompanied with bank account details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of all amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS/NEFT.

8) Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate or document, if any, must be lodged along with the submission of the completed Application Form. Further modifications or additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and Articles and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. In case of an application made by mutual funds, FIIs and sub-accounts of FIIs, a certified true copy of their SEBI registration certificate must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto.

9) PAN Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be considered incomplete and are liable to be rejected.

10) Issue Programme(Tentative)

Issue Opening Date Issue Closing Date Deemed Date of Allotment 19th May, 2020 19th May, 2020 20th May, 2020

The Issuer reserves the right to change the Issue time table, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons therefore or prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum.

11) Depository Arrangements The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form.

12) Debentures held in Dematerialized form The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment. The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form. The depository participant’s name, depository participant identification number and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the investor.

13) List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date. This shall be the list, which will be used for repayment of redemption monies, as the case may be.


61

14) Trustee for the Debenture Holder(s) The Issuer has appointed IDBI trusteeship Services limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) with regard to repayment of principal and redemption premium and will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holders and the manner of enforcement thereof.

15) Sharing of Information The Issuer may, subject to applicable law, exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with credit bureaus, agencies and statutory bodies, as may be required and the Issuer shall not be liable for use of the aforesaid information.

16) Debenture Holder not a Shareholder The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders of the Issuer. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

17) Splitting and Consolidation Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture.

18) Notices Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed.

19) Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains a probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity.

20) Mode of Transfer/ Transmission of Debentures The Debentures shall be transferable freely to all classes of Eligible Investors. The Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable provisions of the Companies Act, 1956, the Companies Act, 2013 and other applicable laws. The provisions relating to transfer, transmission and other related matters in respect of the shares of the Issuer contained in the Articles of the Issuer, the Companies Act, 1956 and the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by NSDL and CDSL and the relevant depository participants of the transferor or transferee and any other applicable laws and


62

rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, redemption will be made to the person, whose name appears in the register of Debenture Holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository participant account to his depository participant. Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only.

21) Purchase and Sale of Debentures by the Issuer The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debt market in accordance with applicable law. Such Debentures may, at the option of the Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law. In the event of purchase of Debentures by the Issuer, the Issuer will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders.

22) Effect of Holidays Should any of the dates defined above or elsewhere in this Information Memorandum other than the Deemed Date of Allotment, fall on a Sunday or is not a Business Day, the preceding day (Business Day) for Principal payments and next day (Business Day) for Interest payments shall be considered as the effective date(s). In case the Record Date / book closure date falls on a Sunday or is not a Business Day, the day prior to the said date shall be the Record Date / book closure date.

23) Allotment Intimation The Debentures will be allotted to investor in dematerialized form and will be directly credited to the beneficiary account as given in the Application Form after verification.

24) Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment.

25) Record Date The record date for repayment of redemption amount shall be 15Days prior to the date of redemption of such Debentures, the date of payment of interest or the redemption date or the final settlement date a date when any sum is due and payable under the Debenture Documents; or a date when any of the above are jointly payable.

26) Re-issue of Debentures

Where the Issuer has redeemed such Debentures, subject to the provisions of the Companies Act and other applicable provisions, the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Issuer shall have the power to re-issue such Debentures, subject to the representations, warranties and covenants of the Issuer under the Debenture Trust Deed being met, either by re-issuing the same Debentures or by issuing other Debentures in their place.

27) Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. If the Debentures are not listed on the WDM Segment of the BSE Limited within 20 (Twenty) Business Days, the entire amount will be refunded to the Debenture Holders.


63

28) Payment on Redemption Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS/NEFT system/ funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiaries’ name and account number, address, bank details and depository participant’s identification number given by the Depositories to the Issuer and the Registrar and Transfer Agents on the Record Date. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the register of Debenture Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL and CDSL and accordingly the account of the Debenture Holder(s) with NSDL and/or CDSL, as the case may be, will be adjusted. The Issuer's liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Issuer will not be liable to pay any compensation from the dates of such redemption. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.


64

MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER By the very nature and volume of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. However, copies of these contracts / documents referred below may be inspected at the Registered Office of the Issuer between 10.00 am and 2.00 pm on any Business Day until the issue closing date. 1. Memorandum and Articles of the Issuer; 2. Certified true copy of the resolution passed by the Board dated 6th May 2020 approving the issue of

Debentures; 3. Certified true copy of the Special resolutions passed by the shareholders of the Issuer under Section 42 and

71 of the Companies Act, 2013; 4. Copies of the annual reports of the Issuer for the last three years; 5. Rating letter from the Rating Agency; 6. Consent letter given by IDBI trusteeship Services limited for acting as trustee for the Debentures offered

under this Issue; 7. Debenture Trustee Agreement entered into between the Issuer and the Debenture Trustee pursuant to this

issue of the NCD; The above material documents and contracts are available for inspection between 10.00 a.m. to 5.00 p.m. on all working days at the registered office of the Company as mentioned below:

Registered Office: Adani House, Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad-380009, Gujarat, (INDIA)

INCONSISTENCY/REPUGNANCE

In the event of any inconsistency between this Information Memorandum and the other Transaction Documents, the provisions of the Information Memorandum shall prevail.

DISLOSURES PERTAINING TO WILFUL DEFAULT (1) In case of listing of debt securities made on private placement, the following disclosures shall be made:

(a) Name of the bank declaring the entity as a wilful defaulter; (b) The year in which the entity is declared as a wilful defaulter; (c) Outstanding amount when the entity is declared as a wilful defaulter; (d) Name of the entity declared as a wilful defaulter; (e) Steps taken, if any, for the removal from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; (g) Any other disclosure as specified by the Board.

(2) We confirm that that the issuer or any of its promoters or directors has not been declared as a wilful defaulter under the applicable laws. DECLARATION a. The Company has complied with the provisions of the Act and the rules made thereunder;

b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment

of the Debentures, if applicable, is guaranteed by the Central Government; and c. The monies received under the Issue shall be used only for the purposes and objects indicated in the

Information Memorandum. I am authorized by the Board of Directors of the Company vide resolution dated 6th May 2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles.


65

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form. For, Adani Enterprises Limited, Signature : Saurabh Shah Name : Associate General Manager (F&A) Designation : Authorized Signatory Place : Ahmedabad Date :14th May, 2020 ANNEXURES A. Credit Rating Letter B. Application Form C. Contingent liabilities of the Company D. Related Party Transactions E. Consent letter of Debenture Trustee F. Consent letter of Registrar and Transfer Agent G. Copy of Board Resolution H. Copy of Shareholders’ Resolution


66

Annexure A: Credit Rating Letter


67


68


69


70

Annexure B: Application Form:

Adani Enterprise Limited Registered Office: Adani House, Near Mithakhali Six Roads,, Navrangpura, Ahmedabad 380 009; CIN: L63090GJ1998PLC034182 Telephone: +91-79-25555101/102; Fax: +91-79-25555500; Application Form No.____ APPLICATION FORM FOR PRIVATE PLACEMENT OF RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“THE DEBENTURES”) The Board of Directors Dear Sirs, Having read, understood and agreed to the contents and terms and conditions of Adani Enterprises Limited Disclosure Document dated 14th May, 2020, I/we hereby apply for allotment to me/us, of the under mentioned Debentures (hereinafter referred to as “Debentures”), out of the Private Placement Issue. I/We irrevocably give my/ our authority and consent to IDBI Trusteeship Services Limited, to act as my/our Trustees and for doing such acts and signing such documents as are necessary to carry out their duties in such capacity. The amount payable on application as shown below is remitted herewith. I/We note that the Board of Directors are entitled in their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever. I/We confirm that I/we have not received and will not receive any commission or brokerage or any other incentive in any form, directly or indirectly, for subscribing to the Issue. APPLICANT’S DETAILS

SOLE/FIRST APPLICANT’S NAME IN FULL SIGNATORY/AUTHORISED SIGNATORY

SECOND APPLICANT’S NAME THIRD APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient) TEL FAX PIN CODE

SOLE/ FIRST APPLICANT CATEGORY (Tick one) INVESTMENT DETAILS

DETAILS FOR INTEREST PAYMENT/ REDEMPTION (Ref. Instructions) PAYMENT DETAILS RTGS details of Sole/ First Applicant

Cheque/ Demand Draft No.

Bank A/c No. Dated Name of the Bank Drawn on (Name of the Bank) Address of the Branch Branch Banker’s IFSC Code

Applicants can alternatively remit their application money through RTGS to Axis Bank Ltd. at Lokhandwala - Andheri Branch having IFSC code number UTIB0000415

Scheduled Commercial Bank Face Value Rs. 10,00,000/- (Rupees Ten Lacs Only) per Debentures

Financial Institution Issue Price Rs. 10,00,000/- (Rupees Ten Lacs Only) per Debentures

Insurance Company Minimum Application 1 Debentures and in multiple of 1 thereafter

Mutual Fund Tenure Company/ Body Corporate Amount payable per Debenture (i) Rs. 10,00,000/- Provident/ Gratuity/

Superannuation Fund Trust No. of Debentures Applied For (ii)

Others (please specify) – Total Amount Payable (Rs.) (in fig) (i) x (ii)

For Office Use Only Date of Receipt of Application

/ / 2 0 Date of Clearance of Cheque

/ / 2 0

(PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM)


71

SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions) INCOME TAX DETAILS (Ref. Instructions) Bank Name Sole/ First

Applicant Second Applicant

Third Applicant

Branch P.A,N./ G.I.R. NO. City Account Number

I.T. Circle/ Ward/ District No.

Type of Account

Savings

Current

Others

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION

Name of the Authorised Signatory(ies) Designation Signature 1. 1. 2. 2. 3. 3. 4. 4.

DETAILS FOR ISSUE OF DEBENTURES IN ELECTRONIC/ DEMATERIALISED FORM APPLICANT’S SIGNATURE(S) Depository Name (please tick)

NSDL CDSL Sole/ First Applicant

Depository Participant Name

DP-ID Number Client-ID Second

Applicant

Beneficiary Account Number

Name of the Applicant Third Applicant

-------------*-------------*-----------*-----------*-------------*------------*-----------*-----------(Tear Here)-----------*-------------*-------------*-----------

Adani Enterprises Limited Registered Office: Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009. Telephone: +91-79-25555101/102; Fax: +91-79-25555500 Received from_________________________________________________________________ Address______________________________________________________________________ an application for ___________ Debentures vide Cheque/ Demand Draft No. ___________________ Drawn on_____________________________________________________________________ Dated____________ amounting to Rs. _____________________________________________. Note: Cheque(s) are subject to realisation.

All future communication in connection with this application should be addressed to the Registrars: “Link Intime India Pvt. Limited” [Address: C-13, Pannalal Silk Mills compound, LBS Marg, Bhandup West, Mumbai 400078 Tel: 022-25963838, Fax: 022-25946969] quoting full name of Sole/ First Applicant, Application No., Number of Debentures applied for, Date, Bank and Branch where the application was

ACKNOWLEDGEMENT SLIP

Application Form No. ______


72

INSTRUCTIONS

1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name.

A B C D E L T D

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/ Notary Public under his/ her official seal.

2. Application Form must be accompanied payment made by way of electronic transfer of funds through RTGS / NEFT mechanism for credit in the account of Axis Bank Ltd. at Lokhandwala - Andheri Branch having IFSC code number UTIB0000415, Current Account No 020010200004156, MICR code 400211037,

3. Outstation cheques, cash, money orders, postal orders and stock invest shall not be accepted.

4. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, applicants are requested to mention the full particulars to their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the bank for credit to the applicant’s account. In case the full particulars are not given, cheques will be issued in the name of the applicant at his/ her risk. Alternatively the applicants may furnish their RTGS details for receipt of interest/ redemption amount(s) through RTGS mode.

5. Receipt of applications will be acknowledged by the respective Collecting Branch of the Bank in the “Acknowledgment Slip”, appearing below the Application Form. No separate receipt will be issued.

6. All applicants should mention their Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

7. The application would be accepted as per the terms of the Scheme outlined in the Disclosure Document for Private Placement dated 29th June, 2016.


73

Annexure C: Contingent Liability of the Company – Consolidated

Contingent Liabilities not provided for

Rs. In Crore

Sr. No.

Particulars March 31, 2019

March 31, 2018

March 31, 2017

a) Claims against the Group not acknowledged as debts 3.96 4.99 227.25 b) In respect of : - Income Tax (Interest thereon not ascertainable at present) 179.78 154.81 159.88 - Service Tax 45.42 71.86 66.15 - VAT / Sales Tax 420.52 422.69 419.50 - Custom Duty 1,018.31 941.86 938.05 - Excise Duty / Duty Drawback 0.87 28.24 20.84 - FERA / FEMA 4.26 4.26 4.26 - Stamp Duty on Demerger 68.75 - -

c) Corporate Guarantee given on behalf of Associate & Joint Ventures 3,994.72 4,946.45 3,760.87 d) In respect of Bank Guarantees given 80.79 85.67 11.99 e) Bills of Exchange Discounted 183.63 112.92 136.21 f) Letter of Credits 1,019.34 1,670.40 1,461.35 g) The Hon’ble Supreme Court (SC) has passed a judgement dated 28th February 2019, relating to components of

salary structure to be included while computing the contribution to provident fund under the Employees Provident Fund Act, 1952. The Company’s Management is of the view that there is considerable uncertainty around the timing, manner and extent in which the judgment will be interpreted and applied by the regulatory authorities. The Company will continue to assess any further developments in this matter for the implications on financial statements, if any. Currently, the Company has not considered any impact in these financial statements.

h) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

i) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

j) Show cause notices issued under The Custom Act,1962, wherein the Group has been asked to show cause why, penalty should not been imposed under section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.

k) Show cause notices issued under Income Tax Act,1961, wherein the Group has been asked to show cause why, penalty should not been imposed under section 271(1)(c) in which liability is unascertainable.

l) Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.

m) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the Group for which the Group has received demand show cause notices amounting to Rs. 800.57 Crores (31st March 2017: Rs. 800.57 Crores) from custom departments at various locations and the Group has deposited Rs. 378.63 Crores (31st March 2017: Rs. 378.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Group being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b) (Custom duty).


74

Contingent Liability of the Company – Standalone Contingent Liabilities not provided for Rs.In Crore

Sr. No

Particulars March 31, 2019

March 31, 2018

March 31, 2017

a) Claims against the Company not acknowledged as Debts 3.00 3.00 3.00 b) In respect of : Income Tax (Interest thereon not ascertainable at present) 141.09 115.90 117.47 Service Tax 44.39 45.32 43.83 VAT / Sales Tax 233.20 234.03 230.93

Custom Duty (Interest thereon not ascertainable at present) 996.45 933.40 938.05

Excise Duty / Duty Drawback 0.61 0.61 0.61 FERA / FEMA 4.26 4.26 4.26

c) In respect of Corporate Guarantee given:- (amount outstanding at close of the year)

i) On behalf of it’s Subsidiaries 96.00 3,793.72 2,964.33 ii) On behalf of its Associate / Joint Venture / Related

Entities 3,994.72 2,475.07 1,289.49 d) In respect of Bank Guarantees given for Subsidiaries /

Group Companies 348.15 1,047.75 664.28 e) Bills of Exchange Discounted 183.63 112.92 136.21 f The Hon’ble Supreme Court (SC) has passed a judgement dated 28th February 2019, relating to components

of salary structure to be included while computing the contribution to provident fund under the Employees Provident Fund Act, 1952. The Company’s Management is of the view that there is considerable uncertainty around the timing, manner and extent in which the judgment will be interpreted and applied by the regulatory authorities. The Company will continue to assess any further developments in this matter for the implications on financial statements, if any. Currently, the Company has not considered any impact in these financial statements.

g) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

h) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4) of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

i) Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show cause why, penalty should not been imposed under section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.

j) Show cause notices issued under Income Tax Act,1961, wherein the Company has been asked to show cause why, penalty should not been imposed under section 271(1)(c) in which liability is unascertainable.

k) Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.

l) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the Company for which the Company has received demand show cause notices amounting to Rs. 863.62 Crores (31st March, 2018 : Rs. 800.57 Crores) from custom departments at various locations and the Company has deposited Rs. 378.63 Crores (31st March, 2018 : Rs. 378.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Company being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b)(Custom duty).


75

Annexure D: Related Part Transactions of the Company: Consolidated (A) Transactions with Related Parties

Sr No Particulars For the year

ended With Joint Ventures

With Associates

With Other Related Parties

With KMP & Their Relatives

1 Sale of Goods March 31, 2019 395.74 - 7,972.30 - March 31, 2018 775.08 76.61 6,675.36 - March 31, 2017 283.74 0.16 8,943.12 - 2 Purchase of Goods March 31, 2019 - - 1,724.29 - March 31, 2018 65.09 0.02 1,149.23 - March 31, 2017 - - 1,236.18 -

3 Rendering of Services (incl reimb of expenses) March 31, 2019 8.71 - 337.86 -

March 31, 2018 345.15 9.40 178.49 - March 31, 2017 22.37 - 231.77 -

4 Services Availed (incl reimb of expenses) March 31, 2019 1.76 - 510.76 -

March 31, 2018 0.09 - 466.94 - March 31, 2017 0.69 - 455.16 - 5 Interest Income March 31, 2019 0.08 0.70 191.77 - March 31, 2018 0.26 0.87 186.90 - March 31, 2017 1.28 0.75 435.07 - 6 Interest Expense March 31, 2019 - - 215.48 - March 31, 2018 0.20 - 116.18 - March 31, 2017 0.40 - 276.13 - 7 Dividend Income March 31, 2019 - - - - March 31, 2018 - - - - March 31, 2017 - - - - 8 Rent Income March 31, 2019 0.60 - 1.71 - March 31, 2018 0.60 - 0.80 - March 31, 2017 0.60 - 0.89 - 9 Rent Expense March 31, 2019 - - 10.95 - March 31, 2018 - - 33.27 - March 31, 2017 0.09 - 141.88 - 10 Donation March 31, 2019 - - 6.36 - March 31, 2018 - - 8.46 - March 31, 2017 - - - -

11 Reimbursement for Corporate House Capex Expense

March 31, 2019 - - - -

March 31, 2018 - - - - March 31, 2017 - - 265.00 -

12 Discount Received on Prompt Payment of Bills March 31, 2019 - - 0.37 -

March 31, 2018 - - 6.69 - March 31, 2017 - - 7.90 -

13 Proceed from issue of shares by subsidiaries to minority shareholders

March 31, 2019 - - - -

March 31, 2018 - - - - March 31, 2017 - - 545.81 -

14 Remuneration (Short Term Benefits)

March 31, 2019 - - - 27.50

March 31, 2018 - - - 26.76 March 31, 2017 - - - 21.33 15 Directors Sitting Fees March 31, 2019 - - - 0.20 March 31, 2018 - - - 0.09 March 31, 2017 - - - 0.09

16 Commission to Non-Executive Directors March 31, 2019 - - - 0.54

March 31, 2018 - - - 0.46 March 31, 2017 - - - 0.45


76

17 Sale of Asset/ CWIP March 31, 2019 2.36 0.14 0.12 - March 31, 2018 0.03 - 0.30 - March 31, 2017 - - 0.11 - 18 Purchase of Asset March 31, 2019 0.03 0.36 0.19 - March 31, 2018 0.03 - 2.29 - March 31, 2017 - 86.54 - -

19 Borrowings (Loan Taken) Addition March 31, 2019 - - 3,919.62 -

March 31, 2018 151.66 - 4,122.07 - March 31, 2017 78.96 - 3,514.03 -

20 Borrowings (Loan Repaid) Repaid March 31, 2019 - - 4,706.23 -

March 31, 2018 58.06 - 3,336.35 - March 31, 2017 259.22 - 4,572.19 - 21 Loans Given March 31, 2019 0.87 57.41 2,886.69 - March 31, 2018 497.65 2.17 8,043.11 - / March 31, 2017 78.80 1.48 4,650.82 - 22 Loans Received back March 31, 2019 827.49 - 3,872.09 - March 31, 2018 5.06 - 8,262.08 - March 31, 2017 84.31 - 6,302.53 -

23 Purchase or Subscription of Investment March 31, 2019 14.06 100.03 10.00 -

March 31, 2018 39.77 19.18 - - March 31, 2017 80.27 - 0.07 -

24 Sale or Redemption of Investment March 31, 2019 - - 1,269.52 -

March 31, 2018 - - - - March 31, 2017 - - 61.34 0.00 25 Advances/Deposit Given March 31, 2019 - - 0.70 - March 31, 2018 - - 233.77 - March 31, 2017 - - - -

26 Advances/Deposit Received Back

March 31, 2019 - - 0.70 -

March 31, 2018 - - 29.49 - March 31, 2017 - - - -

27 Transfer-out of Employee Liabilities March 31, 2019 0.45 - 3.28 -

March 31, 2018 0.13 - 1.94 - March 31, 2017 0.18 - 0.49 -

28 Transfer-in of Employee Liabilities

March 31, 2019 0.13 - 2.02 -

March 31, 2018 0.16 - 0.79 - March 31, 2017 0.07 - 0.21 -

29 Transfer-out of Employee Loans and Advances March 31, 2019 0.05 - 0.99 -

March 31, 2018 0.00 - 0.02 - March 31, 2017 0.08 - 4.64 -

30 Transfer-in of Employee Loans and Advances March 31, 2019 0.06 - 1.01 -

March 31, 2018 - - 0.95 - March 31, 2017 0.05 - 0.73 -

31 Issue of Compulary Convertible Debentures March 31, 2019 - - 450.00 -

March 31, 2018 - - - - March 31, 2017 - - - - 32 Share Application Money Paid March 31, 2019 - 75.00 22.50 - March 31, 2018 - - - - March 31, 2017 - - - -


77

(B) Balances with Related Parties – Consolidated

Sr No Particulars For the year ended

With Joint Ventures

With Associates

With Other

Related Parties

With KMP & Their

Relatives

1 Other Current Assets March 31, 2019 - - 7.25 - March 31, 2018 - - 78.40 - March 31, 2017 0.04 - 871.10 - 2 Other Non Current Assets March 31, 2019 - - 139.61 - March 31, 2018 - - 55.11 - March 31, 2017 - - 83.80 - 3 Other Current Liabilities March 31, 2019 0.02 - 698.84 - March 31, 2018 - - 403.39 - March 31, 2017 10.79 - 468.09 -

4 Other Non Current Financial Assets March 31, 2019 - - 676.48 -

March 31, 2018 10.00 - 690.62 - March 31, 2017 - - - - 5 Other Current Financial Assets March 31, 2019 0.15 0.04 4.24 - March 31, 2018 3.77 - 5.86 - March 31, 2017 - - 19.17 - 6 Loans - Non-Current March 31, 2019 531.55 - 753.29 - March 31, 2018 1,358.77 - 54.50 - March 31, 2017 - - 967.95 - 7 Loans - Current March 31, 2019 0.95 97.46 518.65 - March 31, 2018 1.13 10.04 2,213.22 - March 31, 2017 2.03 7.86 2,369.61 - 8 Trade Receivables March 31, 2019 7.54 0.29 5,641.18 - March 31, 2018 49.22 94.97 5,751.78 - March 31, 2017 1.00 3.44 5,165.38 - 9 Trade Payables March 31, 2019 0.67 - 1,039.94 2.00 March 31, 2018 68.87 0.00 374.38 2.00 March 31, 2017 0.37 - 289.73 1.50

10 Short Term Borrowings March 31, 2019 - - 850.44 - March 31, 2018 102.55 - 819.34 - March 31, 2017 8.96 - - -

11 Long Term Borrowings March 31, 2019 - - 50.66 - March 31, 2018 - - 970.80 - March 31, 2017 - - 1,004.41 -

12 Other Current Financial Liabilities March 31, 2019 - - 97.86 -

March 31, 2018 0.09 - 65.96 - March 31, 2017 - - 10.48 -

13 Guarantee & Collateral Securities March 31, 2019 76.30 - 3,918.42 -

March 31, 2018 3,411.36 - 1,535.09 - March 31, 2017 2,565.08 - 1,195.79 -


78

Related Part Transactions of the Company: Standalone


ended With

Subsidiaries With Joint Ventures

With Associates


With KMP & Their

Relatives

1 Sale of Goods March 31,

2019 341.49 388.28 - 2,881.02 -

March 31,

2018 1,704.05 759.54 - 395.46 -

March 31,

2017 607.02 281.81 - 438.33 -

2 Purchase of Goods March 31,

2019 8,536.01 - - 1,711.26 -

March 31,

2018 5,610.09 - - 1,135.42 -

March 31,

2017 3,459.65 - - 1,170.31 -

3 Rendering of Services (incl reimb of expenses)

March 31, 2019 3,689.89 0.47 - 305.95 -

March 31,

2018 1,938.01 5.98 - 170.93 -

March 31,

2017 2,050.65 15.91 - 234.36 -

4 Services Availed (incl reimb of expenses)

March 31, 2019 43.50 - - 422.07 -

March 31,

2018 50.65 - - 368.21 -

March 31,

2017 48.62 0.54 - 298.04 -

5 Interest Income March 31,

2019 214.37 0.08 - 44.75 -

March 31,

2018 264.19 0.13 0.22 140.03 -

March 31,

2017 284.48 0.96 0.17 286.96 -

6 Interest Expense March 31,

2019 3.92 - - 150.77 -

March 31,

2018 73.26 0.10 - 8.87 -

March 31,

2017 33.72 - - 56.86 -

7 Dividend Income March 31,

2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

8 Rent Income March 31,

2019 - 0.60 - 1.71 -

March 31,

2018 - 0.60 - 0.80 -

March 31,

2017 - 0.60 - 0.88 -

9 Rent Expense March 31,

2019 - - - 3.65 -

March 31,

2018 - - - 0.01 -

March 31,

2017 - 0.09 - 2.24 -

10 Donation March 31,

2019 - - - 6.00 -

March 31, 2018

- - - 5.63 -


79

March 31,

2017 - - - - -

11

Reimbursement for Corporate House Capex Expense

March 31, 2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - 265.00 -

12 Discount Received on Prompt Payment of Bills

March 31, 2019 - - - 0.37 -

March 31,

2018 - - - 6.69 -

March 31,

2017 - - - 7.90 -

13

Proceed from issue of shares by subsidiaries to minority shareholders

March 31, 2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

14 Remuneration (Short Term Benefits)

March 31, 2019 - - - - 27.50

March 31,

2018 - - - - 26.76

March 31,

2017 - - - - 21.34

15 Directors Sitting Fees March 31,

2019 - - - - 0.20

March 31,

2018 - - - - 0.09

March 31,

2017 - - - - 0.06

16 Commission to Non-Executive Directors

March 31, 2019 - - - - 0.54

March 31,

2018 - - - - 0.46

March 31,

2017 - - - - 0.37

17 Sale of Asset/ CWIP March 31,

2019 0.16 - - 0.08 -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

18 Purchase of Asset March 31,

2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

19 Borrowings (Loan Taken) Addition

March 31, 2019 483.56 - - 3,635.08 -

March 31,

2018 1,094.68 70.81 - 864.12 -

March 31,

2017 514.30 - - 2,115.65 -

20 Borrowings (Loan Repaid) Repaid

March 31, 2019 103.20 - - 4,354.88 -

March 31,

2018 128.83 - - 864.12 -

March 31,

2017 335.50 - - 2,115.65 -


80

21 Loans Given March 31,

2019 1,542.03 0.87 - 1,998.92 -

March 31,

2018 3,563.04 - 0.51 6,893.25 -

March 31,

2017 3,970.16 21.69 0.38 2,319.74 -

22 Loans Received back March 31,

2019 1,445.55 0.27 - 3,257.63 -

March 31,

2018 4,446.65 1.68 - 6,708.69 -

March 31,

2017 4,126.60 26.63 - 4,353.18 -

23 Purchase or Subscription of Investment

March 31, 2019 410.33 14.06 - - -

March 31,

2018 855.20 0.76 - - -

March 31,

2017 2,605.92 0.01 - 0.07 -

24 Sale or Redemption of Investment

March 31, 2019 0.04 - - 1,269.52 -

March 31,

2018 - - - - -

March 31,

2017 240.51 - - 61.34 0.00

25 Advances/Deposit Given March 31,

2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

26 Advances/Deposit Received Back

March 31, 2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

27 Transfer-out of Employee Liabilities

March 31, 2019 4.25 0.45 - 3.28 -

March 31,

2018 0.40 0.09 - 1.65 -

March 31,

2017 0.41 0.14 - 0.56 -

28 Transfer-in of Employee Liabilities

March 31, 2019 0.15 0.07 - 1.52 -

March 31,

2018 0.20 0.08 - 0.18 -

March 31,

2017 0.01 0.01 - 0.16 -

29 Transfer-out of Employee Loans and Advances

March 31, 2019 0.20 0.04 - 0.02 -

March 31,

2018 0.00 - - - -

March 31,

2017 0.02 - - 0.06 -

30 Transfer-in of Employee Loans and Advances

March 31, 2019 - 0.00 - 0.05 -

March 31,

2018 0.01 - - - -

March 31,

2017 - - - 0.07 -

31 Issue of Compulary Convertible Debentures

March 31, 2019 - - - - -

March 31,

2018 - - - - -


81

March 31,

2017 - - - - -

32 Share Application Money Paid

March 31, 2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

33 PL from Pship Firm or Business Arrangement

March 31, 2019 192.41 - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

(B) Balances with Related Parties

(Rs.in crore)


ended With

Subsidiaries With Joint Ventures

With Associates


With KMP & Their

Relatives

1 Other Current Assets March 31,

2019 0.03 - - 7.25 -

March 31,

2018 - - - 76.34 -

March 31,

2017 - - - 860.41 -

2 Other Non Current Assets March 31,

2019 - - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

3 Other Current Liabilities March 31,

2019 0.46 - - 282.34 -

March 31,

2018 0.05 - - 0.77 -

March 31,

2017 8.64 10.72 - 0.45 -

4 Other Non Current Financial Assets

March 31, 2019 26.50 - - - -

March 31,

2018 - - - - -

March 31,

2017 - - - - -

5 Other Current Financial Assets

March 31, 2019 0.00 - - 0.03 -

March 31,

2018 18.06 - - - -

March 31,

2017 7.02 - - 13.26 -

6 Loans - Non-Current March 31,

2019 - - - - -

March 31,

2018 13.16 - - 5.53 -

March 31,

2017 39.49 - - 48.26 -

7 Loans – Current March 31,

2019 1,428.82 0.95 - 465.10 -

March 31,

2018 1,381.67 - 2.27 1,668.70 -

March 31,

2017 2,238.92 1.68 1.76 1,441.41 - 8 Trade Receivables March 31, 1,636.76 4.73 - 1,777.95 -


82

2019

March 31,

2018 1,142.51 37.59 3.44 624.65 -

March 31,

2017 1,147.43 - 3.44 289.23 -

9 Trade Payables March 31,

2019 4,429.42 0.67 - 855.89 2.00

March 31,

2018 2,298.47 0.34 - 251.74 2.00

March 31,

2017 1,828.21 0.26 - 214.61 1.50

10 Short Term Borrowings March 31,

2019 420.18 - - 762.09 -

March 31,

2018 450.05 70.81 - - -

March 31,

2017 485.06 - - - -

11 Long Term Borrowings March 31,

2019 - - - - -

March 31,

2018 1,000.86 - - - -

March 31,

2017 - - - - -

12 Other Current Financial Liabilities

March 31, 2019 - - - - -

March 31,

2018 0.00 - - 8.78 -

March 31,

2017 - - - - -

13 Corporate Guarantees Given

March 31, 2019 96.00 76.30 - 3,918.42 -

March 31,

2018 3,793.72 939.98 - 1,535.09 -

March 31,

2017 2,964.33 93.70 - 1,195.79 -

14 Other Non Current Financial Liabilities

March 31, 2019 2.59 - - - -

March 31,

2018 2.59 - - - -

March 31,

2017 - - - - -

Note: W.e.f. 1st April, 2018, due to demerger of Renewable Power Undertaking from the Company, Adani Green Energy Ltd and its subsidiaries and joint venture got demerged. Till 31st March, 2018 all transactions and balances with these entities were eliminated in the Consolidated Financial Statements and so they appear as Nil, while in the current financial year, the same have been reported as Related Party Transactions.


83

Annexure E: Consent Letter of Debenture Trustee


84


85

Annexure F: Consent Letter of Registrar & Transfer Agent:


86

Annexure G: Copy of Board Resolution


87


88


89


90

Annexure H: Copy of Shareholders Resolution