PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED CIN: U74120PN2009PTC164629 Registered Address: Patas Plaza | KM65, NH 65(Old NH 9), Taluka Daund, Pune- 412219

Information Memorandum Private & Confidential

Private & Confidential (For Information Purposes Only) (Strictly Privileged and Confidential)

INFORMATION MEMORANDUM CUM PRIVATE PLACEMENT OFFER LETTER (DISCLOSURE DOCUMENT)

ADDRESSEE:

PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED CIN: U74120PN2009PTC164629 Registered Address: Patas Plaza | KM65, NH 65(Old NH 9), Taluka Daund, Pune- 412219

Issue of 3,587 secured rated listed redeemable non-convertible debentures (NCDs) of a face value of INR 10,00,000/- each, aggregating up to INR 358,70,00,000 (Indian Rupees Three Hundred and Fifty Crores Seventy Lakhs) only on a private placement basis (the “Issue”).

THIS INFORMATION MEMORANDUM/DISCLOSURE DOCUMENT IS ISSUED 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 TIME TO TIME AND FORM PAS- 4 PRESCRIBED UNDER SECTION-42 AND RULE-14(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014.

GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. GENERAL DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to subscribe for or otherwise acquire the Debentures issued by Pune Solapur Expressway Private Limited. This Disclosure Document is for the exclusive use of the intended recipient(s) to whom it is addressed and delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person. MEMORANDUM OF PRIVATE PLACEMENT This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure, in the form of a single initial disclosure document, intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force LISTING The Debentures are proposed to be listed on the wholesale debt market segment of BSE Limited (“BSE” or the “Stock Exchange”) which shall be the designated stock exchange. The Issue would be under the electronic book mechanism for issuance of debt securities on private placement basis as per the SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 and any amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an (“Electronic Book Mechanism”) issued by BSE vide their Notice no. 20180928-24 dated September 28, 2019 and any amendments thereto (“BSE EBP Guidelines”), together with the SEBI EBP Circular referred to as the “Operational Guidelines”). The Company intends to use the BSE Bond – EBP platform for the Issue 1

Information Memorandum Private & Confidential

CREDIT RATING ICRA Limited (ICRA) has assigned a credit rating of provisional [ICRA] AA - (Stable) to the Debentures. A copy of the rating letter is annexed herewith as Annexure B. DEBENTURE TRUSTEE REGISTRAR TO ISSUE IDBI Trusteeship Services Limited Asian TSR Darashaw Consultants Private Limited Building, Ground Floor, 17, R.K. Kamani Marg, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Ballard Estate, Mumbai-400001 Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 +91 22 66311776 / +91 22 40807080 011 [email protected] Tel: 022-66178554 / 66568484 www.idbitrustee.com

Electronic Book Provider for the issue is BSE Limited

Details of Arranger:

Kotak Mahindra Bank Limited Address: 5th Floor, Plot No. C-27, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Contact person: Arafat Khan Tel: +91 22 6166 0538 Fax: +91 22 6713 2410 Email: [email protected], [email protected] Issue Schedule:

Issue Opening Date: 11-09-2020

Issue Closing Date: 11-09-2020

Pay-in Date: 14-09-2020

Deemed Date of Allotment: 14-09-2020

Information Memorandum Private & Confidential

TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS ...... 4 2. DISCLAIMERS ...... 7 3. ISSUER INFORMATION ...... 11 4. A BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS ...... 12 5. KEY OPERATIONAL AND FINANCIAL PARAMETERS ...... 14 6. BRIEF HISTORY OF THE ISSUER ...... 15 7. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY ...... 18 8. DETAILS OF AUDITORS OF THE COMPANY ...... 22 9. DETAILS OF BORROWINGS OF THE COMPANY ...... 25 10. FINANCIAL POSITION OF THE COMPANY ...... 29 11. DETAILS OF ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES ...... 30 12. DEBENTURE TRUSTEE(S) ...... 31 13. CREDIT RATING AND RATING RATIONALE(S) ...... 32 14. DETAILS OF GUARANTEE / LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT ...... 33 15. OTHER DETAILS ...... 34 APPLICATION PROCESS ...... 41 16. SUMMARY TERM SHEET ...... 45 17. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER ...... 52 18. DECLARATION ...... 53

Information Memorandum Private & Confidential

1. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document.

Term Description PSEPL or the Company or PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED, having its the Issuer registered office at: Patas Plaza | KM65, NH 65(Old NH 9), Taluka Daund, Pune- 412219 Articles of Association Articles of Association of the Company, as amended from time to time. Board of Directors/Board The Board of Directors of the Company and includes committee thereof. Memorandum of Association The Memorandum of Association of the Company, as amended from time to time.

Information Memorandum Private & Confidential

Issue Related Terms Term Description The form in terms of which the Applicant shall make an offer to subscribe to the Application Debentures and which will be considered as the application for allotment of Form Debentures in the Issue Articles Articles of Association of the Company i.e. PSEPL as amended from time to time. Allotment/ Allot/ The issue and allotment of the Debentures to the successful Applicants in the Issue. Allotted Allottee A successful Applicant to whom the NCDs are allotted pursuant to the Issue Beneficial Holder(s) of the Debentures in dematerialized form as defined under section 2 of Owner(s) the Depositories Act. BG Bank Guarantee BSE Ltd being the stock exchange in which Debentures of the Issuer are BSE proposed to be listed Credit Rating ICRA Limited Agency Companies Act Companies Act, 2013 and amendments made thereunder 3,587 secured, rated listed non convertible debentures of face value of INR 10,00,000 each aggregating to INR 358,70,00,000 (Rupees Three Hundred and Debentures Fifty Eight Crores and Seventy Lakhs only) to be issued pursuant to this Disclosure Document Debenture Persons who are for the time being holders of the Debentures and whose names are Holders/ last mentioned in the Debentures / Debenture Register and shall include Investor Beneficiaries. A depository registered with the SEBI under the Securities and Exchange Board of Depository(ies) India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL. DP-ID Depository Participant Identification Number. Events of Default The occurrence of any one of the events as mentioned in the Trust Deed FY Financial Year GoI Government of India Investors Persons who fall under the category of eligibility to whom this Information Memorandum may be sent with a view to offering the Debentures on Private Placement basis. Information This Information Memorandum/Disclosure Document dated September 09, 2020 Memorandum/ issued in accordance with SEBI Debt Regulations and the Companies Act, 2013 Disclosure for the issue and listing of the Debentures Document/ Private Placement Offer Letter ISIN International Securities Identification Number LC Letter of Credit Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Listing Securities and Exchange Board of India vide circular no. Agreement SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF- 5

Information Memorandum Private & Confidential

Term Description 1/BOND/Cir-1/2010 dated January 07, 2010 and amendment to simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013 and as amended from time to time. NEFT National Electronic Fund Transfer NOC No Objection Certificate Private Placement means any offer of securities or invitation to subscribe securities to a select group of persons by a Company (other than by way of public offer) Private through issue of a private placement offer cum application letter and which satisfies Placement the conditions specified in the Section 42 of the Companies Act, 2013 read with Rules framed thereunder P.A. Per Annum PAT Profit After Tax PBDIT Profit before Depreciation, Interest and Tax PBT Profit Before Tax RBI Reserve Bank of India Registered The Debenture holder whose name appears in the Register of Debenture Holders Debenture or in the beneficial ownership record furnished by NSDL/CDSL for this purpose. Holder Register of The register maintained by the Company containing the name of Debenture holders Debenture entitled to receive coupon/redemption amount in respect of the Debentures on the Holders Record Date, which shall be maintained at the Corporate Office. RTGS Real Time Gross Settlement SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time 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 SEBI Debt June 06, 2008, as amended and Securities and Exchange Board of India (Issue and Regulations Listing of Debt Securities) (Amendment) Regulations, 2018 issued vide circular no. SEBI/LAD-NRO/GN/2018/42 dated October 9, 2018 and as amended from time to time. SCRA Securities Contracts (Regulations) Act, 1956, as amended from time to time Scheduled Any date on which payment of Interest, redemption or any other payment is due Payment Date under the NCDs. Security Security documents entered into for creation of security for the benefit of the Documents Debenture Holders. Working Days All days except Saturday, Sunday and any public holiday Wilful defaulter means an Issuer who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the Wilful Defaulter guidelines on wilful defaulters issued by the Reserve Bank of India and includes an Issuer whose director or promoter is categorized as such.

Information Memorandum Private & Confidential

2. DISCLAIMERS This Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in conformity with Companies Act, 2013, Form PAS-4 prescribed under Section 42 and Rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and SEBI Debt Regulations and the relevant rules and regulations therein. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by PSEPL. This document is for the exclusive use of the investors to whom it has been specifically addressed and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Debentures issued by the Issuer. This Debenture issue is made strictly on private placement basis. Apart from this Private Placement Offer Letter, no offer document or prospectus is being prepared in connection with the offering of this Issue or in relation to Issuer.

This Private Placement Offer Letter is not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the Debentures issued by PSEPL. This Private Placement Offer Letter has been prepared to give general information regarding PSEPL to parties proposing to invest in this issue of Debentures and it does not purport to contain all the information that any such party may require. PSEPL believes that the information contained in this Private Placement Offer Letter is true and correct as of the date hereof. PSEPL does not undertake to update this Private Placement Offer Letter to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with PSEPL. However, PSEPL reserves its right for providing the information at its absolute discretion. PSEPL accepts no responsibility for statements made in any advertisement or another material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility.

Prospective subscribers must 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 Debentures. It is the responsibility of the prospective subscribers to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Debentures. It is the responsibility of the prospective subscribers to verify if they have necessary power and competence to apply for the Debentures under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Debentures. Nothing in this Private Placement Offer Letter should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Debentures. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the Debentures. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Debentures and matters incidental thereto.

This Private Placement Offer Letter is not intended for distribution and as per sub-section (8) of section 42 of the Companies Act, 2013, the Issuer shall not release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large in relation to this Issue. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient. The securities mentioned herein are being issued on private placement basis and this offer does not constitute a public offer/ invitation. The Issuer reserves the right to withdraw the private placement of the Debentures issue prior to the issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money, if applicable.

Information Memorandum Private & Confidential

The eligible bidders, while placing their bids with the Electronic Book Provider, shall ensure cooperation with the Issuer in limiting the number of investors on whose behalf it is bidding for the Issue. Such eligible bidder shall ensure that information pertaining to the Issue is shared with only such number of investors as has been permitted/ assigned by the Issuer for the Issue (Permitted Limit). The eligible bidder shall be solely responsible for exceeding the Permitted Limit while sharing the information pertaining to the Issue, and consequences that ensue as a result.

Each person receiving this Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document 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 Disclosure Document 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 Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential, and the details provided herein are strictly for the sole purpose of information to the potential investors.

The Company or any of its directors, employees, advisors, affiliates; subsidiaries or representatives do not accept any responsibility and/or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information.

2.1 DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Private Placement Offer Letter has not been approved by Securities & Exchange Board of India. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement Offer Letter 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 either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Private Placement Offer Letter. However, SEBI reserves the right to take up at any point of time, with PSEPL, any irregularities or lapses in this Private Placement Offer Letter.

2.2 DISCLAIMER OF THE ARRANGERS It is advised that PSEPL has exercised self-due-diligence to ensure complete compliance of prescribed disclosure norms in this Private Placement Offer Letter. The role of the Arrangers to the Issue in the assignment is confined to marketing and placement of the Debentures on the basis of this Private Placement Offer Letter as prepared by PSEPL. The Arrangers to the Issue have neither scrutinized/vetted nor have they done any due- diligence for verification of the contents of this Private Placement Offer

Information Memorandum Private & Confidential

Letter. The Arrangers to the Issue shall use this Private Placement Offer Letter for the purpose of soliciting subscription from qualified institutional investors in the Debentures to be issued by PSEPL on private placement basis. It is to be distinctly understood that the aforesaid use of this Private Placement Offer Letter by the Arrangers to the Issue shall neither in any way be deemed or construed that this Private Placement Offer Letter has been prepared, cleared, approved or vetted by the Arrangers to the Issue, nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Private Placement Offer Letter; nor do they take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any project of PSEPL. The Arrangers to the Issue or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Private Placement Offer Letter.

2.3 DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Private Placement Offer Letter has been submitted to BSE for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that this Private Placement Offer Letter has been cleared or approved by BSE; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor do they warrant that the Issuer’s Debentures will be listed or continue to be listed on the Exchanges; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any project of PSEPL. Every person who desires to apply for or otherwise acquire any Debentures of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

2.4 DISCLAIMER IN RESPECT OF CREDIT RATING AGENCY

Ratings are statements of opinion as of the date they are expressed in relation to the scenarios provided by the client concerned and based on the information or assumptions provided to ICRA by its client and otherwise available to ICRA from sources it considers reliable. The Ratings are not statements of fact or any assurance of a future and specific credit rating or recommendations to make any investment decisions. Any opinions expressed in the Report are in good faith and are not a validation of any proposition. The Report does not constitute an audit of the entity to which it pertains. The Report (including the Rating) is neither solicitation of any kind nor an investment advice or an offer to invest or divest from or issue any securities, instruments, facilities, fund, scheme or otherwise enter into any deal or transaction based on the Report. The Report does not comment on the market price or suitability for a particular investor. Opinions and Rating contained in the Report are not substitutes for the skill, judgment and experience of the user. The user of the Report should rely on their own judgment and take their own professional advice before acting on the Report in any way. Neither ICRA nor its affiliates, third party providers, as well as their directors, officers, shareholders, employees or agents (each a “ICRA Party” and collectively, “ICRA Parties”) guarantee the accuracy, completeness or adequacy of the Report or the information, and no ICRA Party shall have any liability for any errors, omissions, or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the Report. EACH ICRA PARTY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR

Information Memorandum Private & Confidential

PURPOSE OR USE. In no event shall any ICRA Party be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of the Report or any part thereof even if advised of the possibility of such damages.

2.5 DISCLAIMER IN RESPECT OF JURISDICTION This issue is made in India to investors as specified under the clause titled ‘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 and tribunals at Chennai. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

Information Memorandum Private & Confidential

3. ISSUER INFORMATION 3.1 Issuer Information: Name of the Company Pune Solapur Expressway Limited Registered Office Patas Plaza | KM65, NH 65(Old NH 9) | Taluka Daund | District Pune 412219 Compliance Officer Mr. Harish Agrawal E-mail [email protected] , [email protected] Contact Number 0211-7251103 CFO of the Issuer Mr. Harish Agrawal CEO of the Issuer Mr. Pavneet Singh Sethi Credit Rating Agency of ICRA Limited Issue Statutory Auditor of the M/s. Gianender And Associates Issuer Plot No. 6 Site No. 21, Geeta Mandir Marg, New Rajinder Nagar, New Delhi - 110060 Trustee to the Issue IDBI Trusteeship Services Limited Registrar to the Issue TSR Darashaw Consultants Private Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel: 022-66178554 / 66568484

3.2 Date of incorporation of the company: March 20, 2009

Information Memorandum Private & Confidential

4. A BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS 4.1 Summary of business carried on by the company

Pune Solapur Expressways Private Limited (PSEPL) is an SPV promoted by TRIL Roads Private Limited (50%) and Atlantia SPA (50%) for Four-laning of two-lane Pune-Solapur section of NH-65 (earlier NH- 9) from 40.00 km to 144.40 km and Construction of Indapur-bypass in Maharashtra (total length: 110 km) on design, build, operate, finance, transfer and toll basis (DBFOT)

NHAI, based on the competitive bidding process, awarded the project to the consortium of PSEPL quoting the lowest grant. PSEPL entered into the Concession Agreement (CA) with NHAI on May 19, 2009 for Concession Period of 21 years (including construction period of 910 days) Accordingly, the Concession Period expires on November 14, 2030. The Project achieved Provisional COD on January 28, 2013 for 83.975 Kms of the Project stretch and has been collecting toll since then. Subsequently the Project achieved Final COD- on January 28, 2015 for 110.050 Kms. Cost of the project was Rs.1371 Crores, which was financed by way of promoter’s equity of Rs.206 crore (15%) (both the promoters brought in equal proportion of Rs.103 crore each), grant from NHAI of Rs. 206 Crores (15%) and Rupee Term Loan (RTL) of Rs. 959 Crores (70%) from banks/ institutions.

Holding Structure of Pune Solapur Expressways Pvt Ltd

Information Memorandum Private & Confidential

4.2 PROJECT COST AND MEANS OF FINANCING

Below Table represents Original Cost of Project & Means of Finance. (Rs. in Crore) Project Cost Means of Finance Particular Amount Particular Amount Total Cost 1371.00 Debt 959.00 Equity support (Grant) 206.00 Equity 206.00 Total Cost 1371.00 Total 1371.00

There is no cost overrun moreover It is important to note that with strong managerial skills of the team, the Project despite of a delay of grant of COD for more than 2 years was completed in the originally sanctioned cost by the Lenders.

Information Memorandum Private & Confidential

5. KEY OPERATIONAL AND FINANCIAL PARAMETERS

5.1 On a consolidated basis

Amt in crores FY18 FY19 FY20 Net Worth 55.40 43.44 45.00 Total Debt of which 877.11 862.07 849.11 Non Current maturities of long term borrowing 867.23 853.20 822.62 Short Term Borrowing - - - Current maturities of long term borrowing 9.88 8.88 26.49 Net Fixed Assets 971.35 930.62 887.18 Non current assets 1.47 Cash and Cash equivalents 3.18 24.74 3.58 Current Investments - - - Current Assets 36.54 61.36 108.24 Current Liabilities 26.20 95.20 118.20

Net Sales (Revenue from operations) [Including other income] 140.88 155.52 165.68

EBIDTA 105.48 115.44 126.02 EBIT 68.30 74.57 82.38 Interest 88.41 86.54 80.85 PAT (20.11) (11.98) 1.53 Dividend amounts - - - Current ratio 1.39 0.64 0.92 Interest coverage ratio 1.25 1.35 1.62 Gross debt/equity ratio 4.26 4.18 4.12 Debt service coverage ratio 1.12 1.19 1.38

5.2 Gross Debt Equity Ratio as of August 31, 2020

Before the Issue 4.09:1 After the Issue 5.05:1

Information Memorandum Private & Confidential

6. BRIEF HISTORY OF THE ISSUER

6.1 Details of the Share Capital as on June 30, 2020

No .of Shares Amount Authorised Share Capital Equity Shares 1,00,00,000 10,00,00,000 Total 1,00,00,000 10,00,00,000 Issued and Subscribed Equity Shares 47,73,422 4,77,34,220 Total 47,73,422 4,77,34,220 Paid- up Capital Equity Shares 47,73,422 4,77,34,220 Total 47,73,422 4,77,34,220

6.2 Details of any change in the capital structure in the last 5 years and equity share capital history in the last 5 years There has been no change in the capital structure of the Issuer in the last 5 years. The share capital buildup till the date of issue of the of the Debentures is as below:

Information Memorandum Private & Confidential

Name of the Date of No. of Consideration Amount Total Amount Shareholder Allotment Shares

Paid up Premium Cash Nil 100,000.00 TRIL Roads Pvt Ltd 20-Mar-09 10,000 10 Cash Nil 100,000.00 Atlantia SPA 26-Mar-09 10,000 10 Cash 423.33 6,499,950.00 TRIL Roads Pvt Ltd 15,000 10 30-Sep-09 Cash 423.33 6,499,950.00 Atlantia SPA 15,000 10 Cash 423.33 251,249,934.00 TRIL Roads Pvt Ltd 579,812 10 28-Oct-09 Cash 423.33 251,249,934.00 Atlantia SPA 579,812 10 Cash 423.33 165,529,893.00 TRIL Roads Pvt Ltd 381,995 10 15.10.2010 Cash 423.33 165,529,893.00 Atlantia SPA 381,995 10 Cash 423.33 285,315,738.58 TRIL Roads Pvt Ltd 658,426 10 17.03.2011 Cash 423.33 285,315,738.58 Atlantia SPA 658,426 10 Cash 423.33 200,615,323.00 TRIL Roads Pvt Ltd 462,962 10 23.06.2011 Cash 423.33 200,615,323.00 Atlantia SPA 462,962 10 Cash 423.33 120,689,338.00 TRIL Roads Pvt Ltd 278,516 10 12.12.2011 Cash 423.33 120,689,338.00 Atlantia SPA 278,516 10 Total 4,773,422 2,060,000,353.16

6.3 Details of any Acquisition or Amalgamation in the last 1 year. – Not applicable

6.4 Details of any Reorganization or Reconstruction in the last 1 year. – Not applicable

6.5 Shareholding Pattern of the Company as on June 30, 2020:

Sr Name No. Of equity Percentage No. Shares @10/- 1. TRIL Roads Private Limited 23,86,711 50 2. Atlantia S.P.A 23,86,711 50

TOTAL 47,73,422 100

TRIL Roads Private Limited and Atlantia S.P.A are also the promoters of the Company

Information Memorandum Private & Confidential

7. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY 7.1 Brief particulars of the management of the company

Name Designation Din Residential Address, Director of Other Directorships City, State the Company since Sanjay Sharma Director 00332488 B-1501, Ashok 16/01/2020 • Tata Realty and Tower, Dr. B. A. Infrastructure Road, Limited, (CFO) ITC Grand Central • TRIL IT4 Private Hotel, Parel, Mumbai Limited, - 400 012 • Mikado Realtors Private Limited, • TRIL Roads Private Limited, • Sector 113 Gatevida Developers Private Limited, • Kolkata-One Excelton Private Limited, • Promont Hilltop Private Limited, • Princeton Infrastructure Private Limited, • Smart Value Homes (Peenya Project) Private Limited, • Kriday Realty Private Limited Stefano Director 02529965 Via Della Baldunia, 10/03/2011 • Autostrade Indian Bonomolo 284, Rome, 00136, Infrastructure Italy Development Private Limited • Electronic Transaction Consultants Corporation • Stalexport Autostrada Malopolska

Information Memorandum Private & Confidential

Mr. Ivan Director 07189613 Viale Marx 23 9, 17/06/2015 • Autostreade Giacoppo Rome, Italy Portugal Srl • Sociedad Concessionaria de Los Lagos SA Mr. Roberto Director 02530059 Via Augustoconti, 26/03/2009 • Stalexport Autostrady Mengucci Roma, 61, Italy S.A. • Autostrade dell’Atlantico s.r.l. • Grupo Costanera S.p.A. • Sociedad Concesionaria Constanera Norte S.A. • Sociedad Concesionaria de Los Lagos S.A. • Sociedad Concesionaria Autopista Nueva Vespucio Sur S.A. • Sociedad Concesionaria Litoral Central S.A. • Sociedad Concesionaria Autopista Nororiente S.A. • Sociedad Concesionaria AMB S.A. • Sociedad Concesionaria Americo Vespucio Oriente II S.A. • Sociedad Concesionaria Conexion Vial Ruta 78-68 S.A. • AB Concessoes S.A. • Triangulo Do Sol Auto-Estradas S.A.

Information Memorandum Private & Confidential

• Concesionaria da Rodovia MG-050 S.A. • Rodovias das Colinas S.A. Gaurav Khanna Director 03085284 702, Baycity 17/04/2019 • TRIL Urban Transport Apartment, 14a Road, Private Limited Near Mahavir • TRIL Roads Private Hospital, Khar West Limited Mumbai 400052 • Durg Shivnath Expressways Private Limited • Uchit Expressways Private Limited • Hampi Expressways Private Limited • TRPL Roadways Private Limited • Dharamshala Ropeway Limited

Mohit Verma Director 08411224 P - 501, Indraprasth 17/04/2019 • TRIL Roads Private Towers Drive in Limited Road, Ahmadabad • Durg Shivnath City, Ahmedabad Expressways Private 380015 Limited • Uchit Expressways Private Limited • Hampi Expressways Private Limited • A & T Road Construction Management and Operation Private Limited

None of the directors who are appearing in the RBI defaulter list and/or ECGC default list, if any.

7.2 Change in Directors of the Issuer in last five years

Sr. No. Name DIN Date of Date of Appointment Cessation 20

Information Memorandum Private & Confidential

1 Harshwardhan Gajbhiye 02281778 10-03-2011 21-08-2018 2 Pawan Kant 02277193 20-11-2013 28-09-2019 3 Arvind Chokhany 06668147 30-07-2014 22-02-2019 4 Sharad Sabnis 07241606 24-10-2018 16-10-2019 5 Anand Kale 08239332 24-10-2018 16-04-2019 6 Stefano Bonomolo 02529965 10-03-2011 - 7 Ivan Giacoppo 07189613 17-06-2015 - 8 Roberto Mengucci 02530059 26-03-2009 - 9 Sanjay Sharma 00332488 16-01-2020 - 10 Gaurav Khanna 03085284 17-04-2019 - 11 Mohit Verma 08411224 17-04-2019 -

Information Memorandum Private & Confidential

8. DETAILS OF AUDITORS OF THE COMPANY 8.1 Auditor information Name M/s. Gianender And Associates Address Plot No. 6 Site No. 21, Geeta Mandir Marg, New Rajinder Nagar, New Delhi - 110060 Auditor since September 19, 2019

8.2 Details of change in auditor in the last 3 years Name Address Date of Auditor of the Appointment/ Company Since (in Resignation case of resignation) M/s. M.K.P.S. & 106-109, 1st Floor, 2019 (resignation) 23/02/2010 Associates Apollo Complex, R.K. Singh Road, Near Sona Udyog, Andheri (East) - 400069 M/s. Gianender And Plot No. 6 Site No. 21, 19/09/2019 - Associates Geeta Mandir Marg, New Rajinder Nagar, New Delhi - 110060

8.3 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 offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed Nil

8.4 Remuneration of directors (during the current year and last three financial years); Nil

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

8.5 Related party relationships, transactions and balances

A List of Related Party Name of the Party Relations Share Holding TRIL Roads P. Ltd Joint Venture Shareholder 50.00% Atlantia SpA Joint Venture Shareholder 50.00%

B Other related parties with whom transactions have taken place during the period:

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Tata Realty & Infrastructure Limited Autostrade Indian Infrastructure Development Private Limited

C Transaction with Related parties INR in Lakhs 31st March 2020 31st March 2019 31st March 2018

Amount Amoun Amoun Nature of Transaction of t of Balance Balance t of Balance Transact Transact outstand outstandi Transac outstand ion ing ion ng ing tion

TRIL Roads P. Ltd i) Reimbursement of expense 38.62 7.43 52.50 11.92 74.28 - ii) Payments made 43.11 - 40.58 - 153.41 ------Autostrade Indian Infrastructure Development Private Limited ------i) Reimbursement of expense 82.82 5.33 76.67 10.65 89.66 - ii) Payments made 88.15 - 66.02 - 204.00 - iii) O&M Services 331.76 94.07 317.49 106.18 274.24 68.12 iv) Payments made 343.88 - 211.30 - 292.91 ------Tata Realty & Infrastructure ------Limited i) Reimbursement of expense 7.36 10.08 6.56 7.80 6.98 4.40 ii) Payments made 5.07 - 3.16 - 2.58 -

All the transactions with related parties are at arm's length and all the outstanding balances are unsecured.

8.6 Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter 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

8.7 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 offer letter 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 offer letter and if so, section-wise details thereof for the company and all of its subsidiaries vii. Details of acts of material frauds

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committed against the company in the last three years, if any, and if so, the action taken by the company - Nil

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9. DETAILS OF BORROWINGS OF THE COMPANY 9.1 Details of existing secured loan facility

Lenders Name Type of Amount Term of O/S – Security facility Sanctioned repayment July , (in crs) 2020 (Rs Crores) ICICI Prudential Ultra NCD 787.56 Quarterly 1) First Pari-Passu 76.52 Short-Term Fund charge by mortgage Franklin India Ultra NCD Quarterly 192.51 Short Bond Fund of all immovable Franklin India NCD Quarterly properties of the Dynamic Accrual 65.79 Fund company, both Franklin India Low NCD Quarterly 49.26 present & future Duration Fund Franklin India Income NCD Quarterly except the project 67.26 Opportunities Fund assets. SBI Magnum Medium NCD Quarterly 48.73 Duration Fund 2) First Pari-Passu SBI Credit Risk Fund NCD Quarterly 138.68 hypothecation over ICICI Prudential NCD Quarterly 114.78 Credit Risk Fund all movable property Kotak Bank - Term Loan 100** Quarterly 47.82 and assets not limited Union Bank of India Term Loan 99.88* Quarterly to all plant & Machinery, spares, tools, accessories, furniture, fixtures, vehicles both present & future except project assets 3) First Pari-Passu 47.87 charge over all bank accounts, Escrow Account, DSRA Account, all revenues & receivables of the borrower from the business of the borrower or otherwise.

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4) First Pari-Passu charge on all intangible assets of the borrower except the project assets. 5) First Pari-Passu charge of all project documents, guarantees, bonds, letter of credits, all rights, titles, approvals, licenses, permits & clearances. 6) First Pari-Passu charge over/assignment of all Borrower rights, title, interest, benefit and claim of issuer in, to or under the contractor guarantees, liquidated damages, guarantees or performance bonds, Insurance Contracts and Insurance Proceeds. 7) First Pari-Passu charge by way of step in or substitution right in manner specified in substitution

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agreement so as to enable Selectee to substitute Concessionaire. 8) Pledge of 51% of equity share capital held by sponsors in share capital of the borrower, on a fully diluted basis, provided that enforcement of the pledge of the said shares. Total 987.44 849.22

* Out of the sanctioned facility of Rs.99.88 Crores, the portion disbursed as Project Term Loan was Rs.49.94 Crores and the outstanding against the same is Rs.47.87 Crores. The balance sanctioned Overdraft facility of Rs.49.94 Crores which is a sub-limit term of Sanctioned Term Loan and is presently un-utilized.

** Out of the Final Hold of Rs.100.00 Crores held by Kotak Mahindra Bank, the Project Term Loan disbursed and held was Rs.49.94 Crores and the outstanding against the same is Rs.47.82 Crores. The balance sanctioned Overdraft facility of Rs.50.00 Crores which is a sub-limit term of Sanctioned Term Loan and is presently un-utilized.

Note – Security mention above are first charge on series A NCD and term loan but for series B there is second charge on point 1 to 7

9.2 Details of Unsecured Loan Facilities:

The Company does not have any unsecured loan

9.3 Details of Non-Convertible Debentures as on June 30, 2020

Debentu Tenor/P Amount Date of Redemp Credit Coupon Secured Security re Series eriod of (Rs in Allotme tion Rating /Unsecu Maturit crores) nt Date/Sc red y hedule Series Please 716.25 17/07/2 Please ICRA Please Secured Please refer to A refer to 015 refer to A(Stabl refer to 9.1 the the e) the

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Term Term Term Sheet Sheet Sheet Series B Please 71.56 17/07/2 Please ICRA Please Secured Please refer to refer to 015 refer to A(Stabl refer to 9.1 the the e) the Term Term Term Sheet Sheet Sheet

9.4 List of top 10 existing Debenture Holders as on June 30, 2020

NCD Holders Name O/S as on August 15, 2020 ICICI Prudential Ultra Short-Term Fund 76.52 Franklin India Ultra Short Bond Fund 192.51 Franklin India Dynamic Accrual Fund 65.79 Franklin India Low Duration Fund 49.26 Franklin India Income Opportunities Fund 67.26 SBI Magnum Medium Duration Fund 48.73 SBI Credit Risk Fund 138.68 ICICI Prudential Credit Risk Fund 114.78 TOTAL 753.53

9.5 Details of Commercial Papers outstanding as March 31, 2020 Not Applicable vii. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on March 31, 2020 – Not Applicable

9.6 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued. – Not applicable

9.7 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years . – No default / delay in above payments

9.8 Details of any outstanding borrowings taken/ debt securities issued where taken / 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

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10. FINANCIAL POSITION OF THE COMPANY 10.1 Abridged version of Audited Consolidated Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any: Attached as Annexure D

10.2 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any: Not Applicable

Information Memorandum Private & Confidential

11. DETAILS OF ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES Nil

Information Memorandum Private & Confidential

12. DEBENTURE TRUSTEE(S) The Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee to the Issue. IDBI Trusteeship Services Limited has given consent to act as the Debenture Trustee on behalf of the Debenture holders pursuant to the letter dated September 4, 2020. Attached as Annexure E.

Information Memorandum Private & Confidential

13. CREDIT RATING AND RATING RATIONALE(S)

ICRA Limited has assigned Provisional ICRA AA- (Stable) as rating of the Debentures vide letter (Annexed herewith as Annexure C). The detailed rating rationale will be provided to the Debenture holders upon finalization of rating post the issuance.

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14. DETAILS OF GUARANTEE / LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT

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15. OTHER DETAILS

a. Nature and Class of Securities The Debentures will be issued in the form of Secured Listed Redeemable, Non-Convertible, and Non- Cumulative Debentures

b. Contribution made by Promoters or Directors either as part of the offer of separately in furtherance of such objects NIL

c. Debentures to be issued in DEMAT Format only The Debentures, since issued in electronic (dematerialized) form, will be governed as per the provisions of the Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/Depository Participant from time to time and other applicable laws and rules notified in respect thereof.

d. Market Lot The market lot for trading of Debentures will be 1(One) Debenture (“Market Lot”).

e. Trading of Debentures The marketable lot for the purpose of trading of Debentures shall be ONE (1) Bond. Trading of Debentures would be permitted in dematerialised mode only and such trades shall be cleared and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Debentures which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nation-wide trading terminal or such other platform as may be specified by SEBI.

f. Mode of Transfer of Debentures The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. 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 DP account to his Depository Participant.

Transfer of Debentures to and from foreign investors, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with PSEPL.

g. Common Form of Transfer PSEPL undertakes that it shall use a common form / procedure for transfer of Debentures.

Information Memorandum Private & Confidential

h. Record Date The ‘Record Date’ for the Debentures shall be 10 working days (or any such period as may be specified by SEBI/ Stock Exchange/ any other concerned regulatory authority) prior to each interest payment and principal repayment date. Interest and/or principal repayment shall be made to the person whose name appears as sole/ first in the register of Debenture holders/ beneficiaries position of the Depositories on record date.

If the record date falls on a day that is not a working day, the record date shall be on the immediately succeeding working day. In case of redemption of Debenture, the trading in the Debenture shall remain suspended between the record date and redemption date. Interest payment and principal repayment shall be made to the person whose name appears as beneficiary with the depositories as on record date.

i. Deduction of Tax at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re- enactment thereof will be deducted at source out of interest payable on Debentures.

Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as “Interest on Securities” as per Income Tax Rules. Debenture holders desirous of claiming exemption from deduction of income tax at source on the interest payable on Debentures should submit tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, with the Registrars, or to such other person(s) at such other address (es) as the Company may specify from time to time through suitable communication, at least 45 days before the payment becoming due. However, with effective from 01.06.2008, tax will not be deductible at source under the provisions of Section 193 of Income Tax Act, 1961, if the following conditions are satisfied: a. interest is payable on any security issued by a company; b. such security is in Dematerialized form; and c. such security is listed in a recognised stock exchange in India.

j. Effects of Holidays If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer on the following working day in line with SEBI circular No CIR/IMD/DF- 1/122/2016 dated November 11, 2016. If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. Set forth below is an illustration for guidance in respect of the day count convention and effect of holidays on payment. Investors should note that this example is solely for illustrative purposes.

Illustration on cash flow per Debenture

Adjusted No. of Coupon Sr. No. Redemption Total Date days Amount 0 14-Sep-20 (10,00,000) 1 30-Sep-20 16 3,858 7,800 11,658 2 02-Nov-20 33 7,894 - 7,894 3 30-Nov-20 28 6,698 - 6,698 35

Information Memorandum Private & Confidential

Adjusted No. of Coupon Sr. No. Redemption Total Date days Amount 4 31-Dec-20 31 7,416 7,800 15,216 5 01-Feb-21 32 7,595 - 7,595 6 01-Mar-21 28 6,645 - 6,645 7 31-Mar-21 30 7,120 7,800 14,920 8 30-Apr-21 30 7,064 - 7,064 9 31-May-21 31 7,299 - 7,299 10 30-Jun-21 30 7,064 13,000 20,064 11 02-Aug-21 33 7,667 - 7,667 12 31-Aug-21 29 6,737 - 6,737 13 30-Sep-21 30 6,970 13,000 19,970 14 01-Nov-21 32 7,334 - 7,334 15 30-Nov-21 29 6,646 - 6,646 16 31-Dec-21 31 7,105 13,000 20,105 17 31-Jan-22 31 7,008 - 7,008 18 28-Feb-22 28 6,329 - 6,329 19 31-Mar-22 31 7,008 13,000 20,008 20 02-May-22 32 7,133 - 7,133 21 31-May-22 29 6,465 - 6,465 22 30-Jun-22 30 6,688 16,900 23,588 23 01-Aug-22 32 7,003 - 7,003 24 31-Aug-22 30 6,565 - 6,565 25 30-Sep-22 30 6,565 16,900 23,465 26 31-Oct-22 31 6,658 - 6,658 27 30-Nov-22 30 6,443 - 6,443 28 30-Dec-22 30 6,443 16,900 23,343 29 31-Jan-23 32 6,742 - 6,742 30 28-Feb-23 28 5,899 - 5,899 31 31-Mar-23 31 6,532 16,900 23,432 32 01-May-23 31 6,388 - 6,388 33 31-May-23 30 6,182 - 6,182 34 30-Jun-23 30 6,182 22,100 28,282 35 31-Jul-23 31 6,223 - 6,223 36 31-Aug-23 31 6,223 - 6,223 37 29-Sep-23 29 5,821 22,100 27,921 38 31-Oct-23 32 6,254 - 6,254 39 30-Nov-23 30 5,863 - 5,863 40 29-Dec-23 29 5,667 22,100 27,767 41 31-Jan-24 33 6,274 - 6,274 42 29-Feb-24 29 5,513 - 5,513 43 29-Mar-24 29 5,513 22,100 27,613

Information Memorandum Private & Confidential

Adjusted No. of Coupon Sr. No. Redemption Total Date days Amount 44 30-Apr-24 32 5,930 - 5,930 45 31-May-24 31 5,744 - 5,744 46 28-Jun-24 28 5,189 23,400 28,589 47 31-Jul-24 33 5,929 - 5,929 48 02-Sep-24 33 5,929 - 5,929 49 30-Sep-24 28 5,031 23,400 28,431 50 31-Oct-24 31 5,395 - 5,395 51 02-Dec-24 32 5,569 - 5,569 52 31-Dec-24 29 5,047 23,400 28,447 53 31-Jan-25 31 5,220 - 5,220 54 28-Feb-25 28 4,715 - 4,715 55 31-Mar-25 31 5,220 23,400 28,620 56 30-Apr-25 30 4,882 - 4,882 57 02-Jun-25 33 5,370 - 5,370 58 30-Jun-25 28 4,557 29,900 34,457 59 31-Jul-25 31 4,821 - 4,821 60 01-Sep-25 32 4,977 - 4,977 61 30-Sep-25 29 4,510 29,900 34,410 62 31-Oct-25 31 4,598 - 4,598 63 01-Dec-25 31 4,598 - 4,598 64 31-Dec-25 30 4,450 29,900 34,350 65 02-Feb-26 33 4,657 - 4,657 66 02-Mar-26 28 3,951 - 3,951 67 31-Mar-26 29 4,092 29,900 33,992 68 30-Apr-26 30 4,017 - 4,017 69 01-Jun-26 32 4,285 - 4,285 70 30-Jun-26 29 3,883 39,000 42,883 71 31-Jul-26 31 3,860 - 3,860 72 31-Aug-26 31 3,860 - 3,860 73 30-Sep-26 30 3,735 39,000 42,735 74 02-Nov-26 33 3,798 - 3,798 75 30-Nov-26 28 3,223 - 3,223 76 31-Dec-26 31 3,568 39,000 42,568 77 01-Feb-27 32 3,382 - 3,382 78 01-Mar-27 28 2,960 - 2,960 79 31-Mar-27 30 3,171 39,000 42,171 80 30-Apr-27 30 2,881 - 2,881 81 31-May-27 31 2,977 - 2,977 82 30-Jun-27 30 2,881 46,800 49,681 83 02-Aug-27 33 2,798 - 2,798

Information Memorandum Private & Confidential

Adjusted No. of Coupon Sr. No. Redemption Total Date days Amount 84 31-Aug-27 29 2,459 - 2,459 85 30-Sep-27 30 2,543 46,800 49,343 86 01-Nov-27 32 2,353 - 2,353 87 30-Nov-27 29 2,132 - 2,132 88 31-Dec-27 31 2,279 46,800 49,079 89 31-Jan-28 31 1,930 - 1,930 90 29-Feb-28 29 1,806 - 1,806 91 31-Mar-28 31 1,930 46,800 48,730 92 01-May-28 31 1,586 - 1,586 93 31-May-28 30 1,535 - 1,535 94 30-Jun-28 30 1,535 54,600 56,135 95 31-Jul-28 31 1,178 - 1,178 96 31-Aug-28 31 1,178 - 1,178 97 29-Sep-28 29 1,102 54,600 55,702 98 31-Oct-28 32 795 - 795 99 30-Nov-28 30 745 - 745 100 29-Dec-28 29 720 54,600 55,320 101 31-Jan-29 33 385 - 385 102 28-Feb-29 28 327 - 327 103 30-Mar-29 30 350 48,400 48,750

Assumptions and Notes: 1. For the purposes of the above illustration, Saturdays of every month have been considered as non business day. Further, Sundays, have also been considered as non-Business Days. 2. The aggregate coupon payable to each Debenture holder shall be rounded off to the nearest rupee as per the Fixed Income Money Market and Derivatives Association handbook on market practices. 3. The actual dates and maturity amount will be in accordance to and in compliance with the provisions of SEBI circular CIR/IMD/DF-1//22/2016 dated November 11, 2016 giving effect to actual holidays and dates of maturity which qualifies the SEBI requirement. In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date.

k. Succession In the event of the demise of the sole/first holder of the Debentures(s) or the last survivor, in case of joint holders for the time being, the Company shall recognize the executor or administrator of the deceased Debenture Holder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The 38

Information Memorandum Private & Confidential

Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures(s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

Where a non-resident Indian becomes entitled to the Debenture by way of succession, the following steps have to be complied with: 1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debenture was acquired by the NRI as part of the legacy left by the deceased holder. 2. Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be on a non-repatriation basis.

l. Debenture holder not a Shareholder The Debenture holders will not be entitled to any of the rights and privileges available to the shareholders If, however, any resolution affecting the rights attached to the Debentures is placed before the members of the Company, such resolution will first be placed before the Debenture holders for their consideration.

m. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourths of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Issuer.

n. Future Borrowings PSEPL shall be entitled to borrow / raise loans or avail of financial assistance in whatever form as also issue Bonds/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as PSEPL may think appropriate, without the consent of, or intimation to, the Debenture holder(s) or the Trustees in this connection.

o. Purchase/ Sale of Debentures The Issuer may, at any time and from time to time, purchase Debentures at discount, at par or at premium in the open market or otherwise in accordance with the applicable laws. Such Debentures, at the option of the Issuer, may be cancelled, held or resold at such price and on such terms and conditions as PSEPL may deem fit and as permitted by law.

p. Right to Re-Issue of Debentures Where the Issuer has redeemed any such Debentures, subject to provisions of the Companies Act, 2013 or any other applicable law, the Issuer shall have and shall be deemed always to have had the right to keep such Debentures alive for the purpose of re-issue and in exercising such right, the Issuer shall have and shall be deemed always to have had the power to re-issue such Debentures as per the provisions of law either by reissuing the same Debentures or by issuing other Debentures in their place.

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q. Debenture Redemption Reserve (DRR) DRR shall be created by the Issuer in accordance with applicable law.

r. Notices All notices to the Debenture holder(s) required to be given by the Issuer or the Trustees from time to time, shall be deemed to have been given if sent by registered post/ by courier to the sole/ first allottee or sole/ first Beneficial Owner of the Debentures, as the case may be, or if published in one English and one regional language daily newspaper in Mumbai, New Delhi, Kolkata and Chennai. All notice(s) to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication.

s. Tax Benefits to the Debenture holders of the Company The holder(s) of the Debenture are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/ counsel.

t. Disputes and Governing Law The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof will be subject to the exclusive jurisdiction of the Courts at New Delhi.

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Application Process

Who can Apply/ Eligible Investors

The following categories are eligible to apply for this private placement of Debentures: 1. Companies and bodies corporate including public sector undertakings 2. Commercial Banks 3. Regional Rural Banks 4. Co-operative Banks 5. Financial Institutions 6. Insurance Companies 7. Mutual Funds 8. Provident, Superannuation, Pension and Gratuity Funds 9. Other entities subject to applicable regulations 10. However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is intended solely for the use of the person to whom it has been sent by the Issuer for the purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this Disclosure Document from the Company.

In case of electronic book mechanism, the eligible investors/ bidders and the other participants (in its capacity as Electronic Book Provider) should be in compliance with the SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018 which came into force with effect from 1 April 2018, SEBI FAQs issued on electronic book mechanism for issuance of debt securities on private placement basis.

Electronic Bidding Process

The bidding process, parameters and requirements for the Debentures issued pursuant to the electronic bidding mechanism will be in accordance with the SEBI circular no., SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018, SEBI FAQs issued on Electronic book mechanism for issuance of debt securities on private placement basis and the operational guidelines issued by the BSE

Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company / Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

Basis of Allotment / Allocation

The Issuer shall decide the basis of allotment. The Company reserves the right to reject any/ all applications at its sole discretion, without assigning any reason whatsoever.

Mode of Subscription

Information Memorandum Private & Confidential

Upon receipt of allocation advice from the Company, bidders shall be required to fill the complete Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. Applications should be for the number of Debentures allocated by the Company.

The entire face value amount per Debentures is payable on application.

Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE – EBP Platform while placing the bids. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the BSE (“Designated Bank Account”) as displayed in EBP Platform at time of bidding.

All Application Forms, duly completed, together with application money details for the amount payable on application must be delivered on the pay-in date with the Arrangers to the Issue.

Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document) must be submitted on the Pay-In Date indicated in the issue time table or such extended time as decided by the Issuer, with any of the Arrangers to the Issue, accompanied by the details of subscription amount through funds transfer/ electronic transfer through RTGS mechanism. Cash, cheque(s)/ demand draft(s), outstation cheques, money orders, postal orders and stock invest shall not be accepted. The Issuer assumes no responsibility for any applications lost in mail.

Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English and as per the instructions contained therein. Applications not completed in the prescribed manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be filled in the Application Form.

The applicant or in the case of an application in joint names, each of the applicant, should mention his/her Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of the Income Tax Act, 1961, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected.

Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein.

All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors requiring “approved security” status for making investments.

No separate receipts shall be issued for the application money. However, Bankers to the Issue at their

For further instructions, please read Application Form carefully.

Information Memorandum Private & Confidential

Force Majeure The Issuer reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Issuer reserves the right to change the Issue Schedule.

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/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its Registrars 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.

Acknowledgements No separate receipts will be issued for the application money.

Right to Accept or Reject Applications The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realization of application money till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: Number of Debentures applied for is less than the minimum application size; Applications exceeding the issue size; Bank account details not given; Details for issue of Debentures in electronic/ dematerialised form not given; PAN/GIR and IT Circle/Ward/District not given; In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted; In the event, if any Debentures(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.

PAN/GIR Number 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 the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided. Every applicant should mention his Permanent Account Number (PAN) allotted under Income Tax Act, 1961 and copy of the same may be submitted along with application.

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

Nomination Facility As per Section 72 of the Companies Act, 2013, only individuals applying as Sole Applicant / Joint 43

Information Memorandum Private & Confidential

Applicants can nominate, in the prescribed manner, a person to whom his / their Debentures shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Information Memorandum Private & Confidential

16. SUMMARY TERM SHEET

Borrower / Issuer / Pune Solapur Expressway Pvt. Ltd. (“PSEPL”) Company Security Name Series D secured listed, rated NCD amounting to INR 358.70 crores Type of Instrument Rated, secured, redeemable, listed, non-convertible debentures Nature of Secured Instrument Seniority Senior Mode of Issue Private Placement Credit Rating Provisional AA- (Stable) by ICRA Issue Opening Date September 11, 2020 Issue Closing Date September 11, 2020 Pay in Date (T +1) September 14, 2020 Mode of Allotment Uniform Yield Mode of Settlement ICCL Bid Book Type Open Bidding Type Fixed Rate Deemed Date of September 14, 2020 Allotment Listing WDM segment of BSE Limited Face Value of INR 10,00,000 (Indian Rupees Ten Lakhs) Debentures Issue Size INR 358,70,00,000 (Three Hundred and Fifty Eight Crores and Seventy Lakhs) Option to retain Not Applicable oversubscription Sponsors TRIL Roads Private Ltd. – 50%; Atlantia SPA, Italy – 50% Coordination Agent Kotak Mahindra Bank Limited / Lender’s Agent Type/Mode of Dematerialized Allotment Trading Mode Dematerialized Day count Actual/Actual Settlement Mode Payment of interest and repayment of principal shall be made by way of RTGS/NEFT/Fund Transfer mechanism as may be decided by the Issuer.

Information Memorandum Private & Confidential

Record Date 10 working days prior to each coupon payment/Redemption Date Senior Project Debt Existing term loan of Union Bank and Kotak Mahindra Bank under the common loan agreement dated July 16, 2015 as amended from time to time; Holders of Series A debentures issued by the Company amounting to INR 358.70 crores, which shall be replaced/refinanced by the proposed secured debentures issued by the Company including overdraft facility

Together referred to as “Senior Project Debt” Total Senior Project Debt outstanding amount is INR 550 crores Total Amounts Upto Rs. 358.7 crs Tenure Facility to be repaid in structured quarterly installments up to 31st March 2029 as per attached schedule Coupon 8.80% p.a. Coupon Payment Monthly Frequency Purpose Purchase/redemption of the Borrower’s o/s NCDs (senior debt viz. Series A) which were originally utilized for refinancing of part of the outstanding project loan.

No part of the credit facility availed shall be used for prohibited transactions such as acquisition of land or investment into shares / capital market and on- lending purposes as per Reserve Bank of India’s circular / guidelines for usage of Bank funds. Repayment As per Annexure 1 Escrow Conditions The Borrower to maintain the escrow account for all cash flows pertaining to the project with the Escrow Bank during the tenor of the facilities sanctioned by the Investors/ Debenture holders. Escrow Bank Kotak Mahindra Bank Ltd. Mandatory At the end of each financial year, [50]% of the surplus cash generated during Prepayment the year after meeting DSCR of 1.00x for Senior Project Debt and after servicing interest on Sub Debt shall be utilized towards pre-payment of Senior Project Debt Outstanding and the same shall be proportionate to the Senior Project Debt O/s in inverse order of maturity.

In addition to the 50% cash sweep as above, additional cash sweep of 25% i.e. 75% cash sweep shall be effected for FY’21-FY’24 period upto max of INR 12.5 cr. for Senior Project Debt. The waterfall mechanism shall be detailed in the Debenture Trust Deed Incremental • In the cash flow waterfall the Senior Project Debt to be serviced first (both Cashflow Waterfall interest & principal) Conditions • Further, post O&M expense & MMR creation, post service of Senior Project Debt (both interest & principal) & post service of interest on Sub

Information Memorandum Private & Confidential

Debt, mandatory prepayment (i.e. cash sweep) of 50% of the surplus to be utilized for prepayment of Senior Project Debt in inverse order of maturity. • The residual 50% surplus can be utilized for servicing of Sub Debt principal repayment &/ or for upstreaming by the sponsors subject to compliance of restricted payments condition. However, it should be noted that no upstreaming of cash flows to sponsors is allowed till next interest rate reset which is due in FY’24. Coupon Reset Date On June 17, 2023 and at the end of every year thereafter Default / Penal Rate Amounts unpaid on due date will attract additional interest at 2% per annum, from the date on which such payment is actually due to the date on which the relevant overdue amounts are repaid. Step Up Coupon Coupon Rate for the Debentures shall stand increased by 25 bps for two notches (i.e at A (ICRA)) of downgrade from the current credit rating and for downgrade by every notch thereafter.

Step Down Coupon Not Applicable Coupon Reset 1. The initial Coupon Rate may be reset as follows: The Investor will Mechanism and Call communicate via a ‘Coupon Reset Notice’, the proposed/revised Option/Prepayment Coupon to Coordination Agent, at least 45 days (“Coupon Reset option Notice Date”) prior to the Coupon Reset Date. The Coordination Agent, in turn, will communicate the same, to the investors on the same day. 2. The Issuer, shall communicate their acceptance or rejection to the Coordination Agent 15 days prior to the Coupon Reset Date. 3. If need be, there can be several rounds of discussion on spread revision between the investors and issuer, routed through Coordination Agent. However, these will have to be concluded within the above stated timelines. On agreement between the Issuer and the Investors on the revised Coupon Rate, the Coordination Agent will inform the same to the Issuer and Investor, prior to each Coupon Reset Date. 4. If the Coupon Rate mentioned in the “Coupon Reset Notice” is not acceptable to the Issuer and the same is communicated by the Issuer within the timeline mentioned in point (2) above, then the Issuer shall mandatorily redeemed the Debentures within 90 days from the Coupon Reset Date. Such prepayment / call option shall be without any prepayment penalty. The rate prevailing prior to such reset shall continue to be applicable for the above-mentioned period until the Debentures are redeemed in full. 5. If the Issuer fails to communicate it’s acceptance or rejection on the “Coupon Reset Notice” within the stipulated timeline mentioned in point (2) above, then the Coupon Rate mentioned in the “Coupon Reset Notice” shall be deemed to be accepted by the Issuer and the Coupon Rate shall be calculated from the Coupon Reset Date as per the spread mentioned in the “Coupon Reset Notice” Voluntary The Issuer, may at its option, prepay the Loan/Debentures of any or all of the Prepayment Lenders/Investors in whole along with all outstanding dues without any 47

Information Memorandum Private & Confidential

prepayment premium by delivering a prepayment notice to the concerned Lenders/investors thirty (30) days prior to the next Coupon Reset Date (i.e. on June 17, 2023). The Issuer shall be bound to prepay the Investors to whom it has delivered a prepayment notice not later than 90 days from the Coupon Reset Date. Project Documents Includes the Concession Agreement, Substitution Agreements, Escrow Agreement, O&M Contracts, among others. Security The Senior Project Debt together with interest, liquidated damages, costs, charges, expenses and all other monies whatsoever payable by the Issuer shall be secured / procured by the following security interest to be created in favour of the Debenture/Security Trustee, to be appointed for the benefit of the Debenture holders/ Lenders, in a form and manner satisfactory to the Lenders subject to the provisions of the concession agreement: a.) First charge by way of mortgage in favor of the Lenders for all immovable properties of the Company, present & future; except the Project Assets b.) First charge on all the movables, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movables assets, present & future; except the Project Assets c.) First charge of all the cash flows, revenues and receivables of the Company, of whatsoever nature and wheresoever arising, present & future; d.) First exclusive charge on all intangibles, present & future; except the Project Assets e.) First charge by way of assignment or creation of security interest in all the rights, title, interest, benefits, claims and demands whatsoever of the Company (i.) In the project documents (including but not limited to the Concession agreement, EPC Contracts, etc); (ii.) Permits, approvals and clearances pertaining to the Project; (iii.) Any L/C, guarantee, performance bond provided by any party to the Project Documents; (iv.) All Insurance Contracts / Insurance Proceeds pertaining to the Project. f.) First charge on the Escrow Account and other reserves and any other bank accounts of the Company, wherever maintained; g.) Pari-passu first charge by way of pledge of 51% of equity shares held by the Sponsor in dematerialized form in the equity share capital of the Company representing entire total paid up equity share capital of the Company. The shares to be pledged shall be free from any restrictive covenants/lien or other encumbrance under any contract/arrangement, including shareholder agreement/joint venture agreement/ financing arrangement, with regard to pledge/transfer of the shares including transfer upon enforcement of the pledge;.

The above security to be shared on pari passu basis amongst the Senior Project Debt aggregating ~ INR 550 cr.

Information Memorandum Private & Confidential

Documentation & Security Creation Timeline: The security to be created and perfected within 90 days from pay-in for NCD. The scan copies of the following documents however to be submitted prior to disbursement: • Debenture Trustee Agreement, • Information Memorandum, • Letter from credit rating agency (ICRA) confirming the Provisional Rating • Debenture Trust Deed to be signed within 60 days of disbursement DSRA Borrower to maintain a Debt Service Reserve Account (DSRA) with a balance of next 2 quarters’ debt servicing amount to be maintained from the date of drawdown of the facility.

Company will have an option to maintain the same in form of BG without any recourse to the Project Assets.

The amounts accumulated in the DSRA shall not be used for any purpose other than for servicing the debt. The amount in the DSRA would be utilized only in case of a shortfall in cash flows for meeting debt service requirements from time to time. The company shall invest the funds in the DSRA only in permitted investments in the form of FDs of AAA/AA+ rated banks as approved by Lenders/ Debenture Holders.

The above proposed DSRA to be made available exclusively to the Senior Project Debt Lenders.

DSRA to be created and perfect within 90 days. Major Maintenance Borrower to maintain a Major Maintenance Reserve Account for purpose of Reserve Account building up funds in anticipation of planned major maintenance Key Covenants Financial Covenants: • Minimum Debt Service Coverage Ratio (DSCR) of 1.15 for Senior Project Debt. The covenant shall be tested for every 12 month period ending on a financial year end.

DSCR: [PAT + Depreciation + Interest + non-cash expense – non cash income + MMR as per P&L – MMR as per revised base case – MM expense to the extent not met out of MM reserve] / [Repayment of Senior Project Debt + Interest of Senior Project Debt)].

Critical Conditions: • TRIL Roadways to continue to be a Tata group entity where the Tata Group shall have a minimum 26% holding in TRIL Roads Pvt. Ltd. (TRPL) (directly or indirectly) and shall have management control throughout the tenure of the Facility. • TRIL Roadways should continue to hold minimum 50% equity stake in the Borrower (PSEPL) and maintain management control in PSEPL on exit/dilution of the JV partner. • The Senior Project Debt [i.e. secured debt including term loan/ OD aggregating INR 191.3 cr. and NCDs aggregating INR 358.70 cr.] to be maximum of INR 550 cr. (upto 15.09.20 and to be amortized thereafter). 49

Information Memorandum Private & Confidential

• The unsecured Sub Debt not to exceed INR 394.83 cr. 50% of this Sub Debt to be backed by Corporate Guarantee of Tata Realty and Infrastructure Ltd. and balance 50% to backed by SBLC arranged by Atlantia Spa. The Borrower to require prior written approval from the Lenders for any incremental borrowings post 15.09.20. • The Sub Debt to have no rights to take the Borrower to NCLT. The said clause (for waiving the NCLT rights) to be accepted by the Sub Debt lenders. • NHAI approval/No Objection Certificate for refinancing to be obtained within 6 months from the date of disbursement under the revised refinancing. • If Rating of the Debentures falls below A-, the Debenture Holders shall reserve the right to accelerate the facility along with all other monies/ accrued interest

Other Conditions: • No voluntary prepayment of the Facility till the end of FY21 • The Company shall perform/discharge all its obligations (including operation and maintenance activities) as stipulated in the Concession Agreement. • The Investors/ Debenture Holders shall have a right to monitor the operations of the Project after the commencement of operations during the currency of the Financial Assistance. • In case of default by the Company in repayment of the loan(s) and interest thereon as per due date/s, the Lenders / their Trustees and / or the Reserve Bank of India / Credit Information Bureau (India) Ltd. (CIBIL) will have an unqualified right to disclose or publish the name of the company and its directors in such manner and through such medium as the Lenders / their Trustee or Reserve Bank of India / CIBIL as per applicable laws. Prepayment Option Upto 18 months – Lock-in. No prepayment allowed Post 18 months – issuer can prepay the facility at quarterly interval with a 30 days notice period and payment of flat 1% prepayment premium on O/s amount Conditions 1. Company shall provide the Disclosure Document/Information Precedent to Memorandum Disbursement 2. Signed copy of the Debenture Trustee Agreement 3. Rating Letter confirming the provisional rating 4. Intimation Letter to the Existing Term Loan Lender for issuance of proposed Debentures for refinancing/redemption of Existing Series A Debentures. 5. Execution of any other documents including corporate authorizations, as applicable, to the satisfaction of Investors except as otherwise provided; Condition Including, but not limited to the following: Subsequent 1. Issuer shall furnish the detailed Rating Rationale within 15 days of first disbursement 2. Debenture Trust Deed to be executed within 60 days of the Deemed Date of Allotment. 3. Final rating to be obtained within 15 days. Representations & Standard representations and warranties to be incorporated in the DTD Warranties Information Standard information covenants to be incorporated in the DTD Covenants

Information Memorandum Private & Confidential

Negative Covenants Standard negative covenants to be incorporated in the DTD

Events of Default Standard events of defaults including: (a) Payment default (b) Illegality (c) Breach of representation warranties and covenants (d) Liquidation winding up and insolvency

Consequences of If an Event of Default has occurred, Investors/ Debenture Holders may Event of Default exercise any one or more of the following actions, including but not limited to: a) Withhold further disbursements, accelerate the maturity of the Facility and declare all amounts payable by the Borrower in respect of the Facility to be due and payable immediately; b) Demand cure of the default c) Enforce Security; d) Declare the commitments to be cancelled or suspended; e) Draw on balances in the Escrow Account as per the Concession Agreement f) Exercise any other right that Lenders have under any Transaction Documents or under Indian Law; g) Appointment of one Nominee Director on the board of Borrower during the subsistence of default; h) Other rights available under the Concession Agreement Exercise powers under the SARFAESI Act 2002

Transaction 1. Debenture Trustee Agreement Documents 2. Debenture Trust Deed 3. This Disclosure Document 4. Any other document Agreed With the Debenture Trustee and as detailed in the DTD Taxes duties cost Relevant taxes, duties and levies are to be borne by the Issuer. and expenses All charges / fees and any amounts payable under the Transaction Documents by the Issuer to the Lender as mentioned herein do not include any applicable taxes, levies including service tax etc. and all such impositions shall be borne by the Issuer additionally. Governing Law This Term Sheet and the Transaction Documents for the Loan shall be governed by Indian Law and shall be subject to the jurisdiction of courts of New Delhi

Information Memorandum Private & Confidential

17. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER The contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the PSEPL) which are or may be deemed to be material have been entered into by the PSEPL.

A. MATERIAL CONTRACTS • Copy of letter appointing Registrars and copy of MoU entered into between the Issuer and the Registrars; • Copy of letter appointing Trustees to the Debenture holders.

B. DOCUMENTS • Memorandum and articles of Association of the Issuer as amended from time to time; • Board Resolution dated September 07, 2020 authorizing issue of Debentures offered under terms of this Disclosure Document; • Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the Debentures; • Letter of consent from the Registrars for acting as Registrars to the Issue; • Letter from M/s. ICRA Limited conveying the credit rating for the Debentures; • Tripartite Agreement between the Issuer, NSDL, and Registrars for issue of Debentures in dematerialized form;; • Debenture Trustee Agreement; • Annual Reports of the Company for last three years; • Auditor’s Report in respect of the financial statements of the Company for last three years.

Information Memorandum Private & Confidential

18. DECLARATION

The Issuer undertakes that this Information Memorandum contains full disclosures in accordance 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 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2018 issued vide circular no. SEBI/LAD-NRO/GN/2018/42 dated October 19, 2018, as amended.

DIRECTORS’S 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 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 Offer letter;

We are authorized by the Board of Directors of the Company dated September 7, 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 of Association.

It is further declared and verified that all the required attachments (if any) have been completely, correctly and legibly attached to this form.

For Pune Solapur Expressway Private Limited

Gaurav Khanna Director DIN 03085284 Place: Mumbai Date: September 9, 2020

Attachments: Board resolution Annexure A: Application Form Annexure B: Credit rating letter Annexure C: Copy of Audited Financial Statements for last 3 years Annexure D: Debenture Trustee consent letter

Information Memorandum Private & Confidential

APPLICATION FORM

PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED Registered Address: Patas Plaza | KM65, NH 65(Old NH 9), Taluka Daund, Pune- 412219

DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 1

ISSUE OF UPTO 3587 (THREE THOUSAND FIVE HUNDRED AND EIGHT SEVEN) SECURED REDEEMABLE NON-CONVERTIBLE LISTED DEBENTURES OF FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, FOR CASH, IN DEMATERIALIZED FORM, AGGREGATING UPTO RS. 358,70,00,000/- (RUPEES THREE HUNDRED AND FIFTY EIGHT CRORES AND SEVENTY LAKHS ONLY) ON PRIVATE PLACEMENT BASIS.

DEBENTURES APPLIED FOR:

Number of Debentures in words Amount Rs. /- in words Rupees

DETAILS OF PAYMENT:

Funds transferred to Pune Solapur Expressway Private Limited Dated ______Transaction ID:

Total Amount Enclosed (In Figures) Rs.______/- (In words) ______only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS STREET CITY PIN PHONE FAX

APPLICANT’S PAN/GIR NO.

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY ______

Information Memorandum Private & Confidential

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Information Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Designation Signature Signatory(ies)

Applicant’s Signature We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

Beneficiary Bank Account Details

BANK ACCOUNT DETAILS OF PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED:

Particulars Operations Fund Escrow Account Account No 3411621840 Bank Name Kotak Mahindra bank ltd. Address Kotak Mahindra Bank Ltd., 5 C/ Ii, Mittal Court,224, Nariman Point, Mumbai, Maharashtra - 400021. IFSC Code KKBK0000958

FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______

(Note: Cheque and Drafts are subject to realisation) 55

Information Memorandum Private & Confidential

We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

Applicant’s Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______DATE OF CLEARANCE ______

(Note : Cheque and Drafts are subject to realisation)

------(TEAR HERE)------

ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO. ------

Received from ______

Address______Cheque/Draft/UTR # ______Drawn on ______for Rs. ______on account of application of ______Debenture

Information Memorandum Private & Confidential

ANNEXURE B: CREDIT RATING LETTER

Attached separately

Information Memorandum Private & Confidential

ANNEXURE C: COPY OF AUDITED FINANCIAL STATEMENTS FOR LAST 3 YEARS

Attached separately

Information Memorandum Private & Confidential

ANNEXURE D: DEBENTURE TRUSTEE CONSENT LETTER

Attached Separately