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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (A) PERSONS OR ADDRESSEES OUTSIDE OF THE UNITED STATES OR (B) QUALIFIED INSTITUTIONAL BUYERS (“QIB”) PURSUANT TO RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this page (the “Offering Memorandum”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE FOLLOWING OFFERING MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY PERSON IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The following Offering Memorandum is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area. CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE OFFERING MEMORANDUM, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU HAVE BEEN SENT THIS DOCUMENT AT YOUR REQUEST AND ON THE BASIS THAT YOU HAVE CONFIRMED TO CITIGROUP GLOBAL MARKETS INC., STANDARD CHARTERED BANK, AXIS BANK LIMITED SINGAPORE BRANCH, DEUTSCHE BANK AG, SINGAPORE BRANCH, GOLDMAN SACHS (ASIA) L.L.C., HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, J.P. MORGAN SECURITIES PLC AND MUFG SECURITIES EMEA PLC (TOGETHER, THE “INITIAL PURCHASERS”) THAT YOU (1) EITHER ARE OUTSIDE THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) OR YOU ARE A QIB PURSUANT TO RULE 144A OF THE SECURITIES ACT AND, TO THE EXTENT THAT YOU PURCHASE THE SECURITIES DESCRIBED IN THE FOLLOWING OFFERING MEMORANDUM, YOU WILL BE DOING SO EITHER IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S) IN COMPLIANCE WITH REGULATION S OR PURSUANT TO RULE 144A OF THE SECURITIES ACT; AND (2) CONSENT TO DELIVERY OF THE FOLLOWING OFFERING MEMORANDUM AND ANY AMENDMENTS OR SUPPLEMENTS THERETO BY ELECTRONIC TRANSMISSION. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Memorandum to any other person. If this is not the case, you must return this Offering Memorandum to us immediately. You may not, nor are you authorized to, deliver or disclose the contents of this Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of Delhi International Airport Private Limited (the “Company”) in such jurisdiction. The Offering Memorandum has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Initial Purchasers or any person who controls any of them or any of their respective commissioners, directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. OFFERING MEMORANDUM CONFIDENTIAL US$522,600,000 Delhi International Airport Private Limited (incorporated with limited liability under the laws of the Republic of India) 6.125% SENIOR SECURED NOTES DUE 2026 Issue price per note: 100% The Issuer: • We hold the exclusive right to operate, manage and develop Indira Gandhi International Airport in New Delhi, India — the busiest and largest airport in India in terms of passenger traffic and passenger capacity, according to data compiled by the Airports Authority of India. The Offering: • Notes Offered: US$522,600,000 aggregate principal amount of 6.125% senior secured notes due October 31, 2026, which we refer to as the “Notes.” • Use of Proceeds: We will use the gross proceeds of this offering to retire certain existing debt. See “Use of Proceeds.” The Senior Secured Notes: • Maturity: The Notes will mature on October 31, 2026. • Interest Payments: The Notes will bear interest at a rate of 6.125% per annum. We will pay interest on the Notes semi-annually in cash in arrears on April 30 and October 31 of each year, beginning on April 30, 2017 • Guarantees: The Notes initially will not be guaranteed by any of our subsidiaries or joint ventures. The Notes also will not be guaranteed by any of our parent entities, nor will the Notes be guaranteed by the Government of India or any agency thereof. • Security: The Notes will also be secured by first-priority liens, subject to permitted liens, on certain of our assets, subject to certain exceptions, that will from time to time secure our Existing Notes and senior secured credit facilities pursuant to a Memorandum of Hypothecation on a first-priority basis. • Change of Control: Upon the occurrence of a Change of Control Triggering Event (as defined herein), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Prior to any redemption of the Notes, we will be required to obtain the written approval of the Reserve Bank of India (the “RBI”) or the designated authorized dealer bank, in accordance with the ECB Guidelines to effect such redemption, and such approval of the RBI may not be granted. See “Risk Factors—Risks Related to the Notes and the Collateral—We may not be able to repurchase the Notes upon a Change of Control Triggering Event or redeem the Notes upon Mandatory Redemption.” For a more detailed description of the Notes, see “Description of the Notes” beginning on page 161. Investing in the Notes involves risks. In particular, we have in the past not been, and continue not to be, compliant with certain covenants in relation to certain loan agreements and the Trust and Retention Account Agreement, which have resulted in and could result in an event of default under the OMDA and the respective loan agreements and cross-defaults under other indebtedness. These loan agreements will be repaid with the proceeds from the issuance of the Notes and, following such repayment, there will be no creditor party to the Trust and Retention Account Agreement. See “Risk Factors” beginning on page 23. There is currently no market for the Notes. Approval-in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the offering, the Company or associated companies or the Notes. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any U.S. state securities laws or the securities laws of any other jurisdiction. The Notes are being offered or sold only to qualified institutional buyers (“QIBs”) in accordance with Rule 144A under the Securities Act (“Rule 144A”) and outside the U.S. in offshore transactions in accordance with Regulation S under the Securities Act (“Regulation S”). You are hereby notified that the Company may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this offering memorandum, see “Plan of Distribution” and “Transfer Restrictions.” The Notes will not be offered or sold, directly or indirectly, in India or to, or for the account or benefit of, any resident in India.

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