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ADANI ENTERPRISES LIMITED the Company Was Incorporated on March 2, 1993 As Adani Exports Limited, Under the Companies Act, 1956

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ADANI ENTERPRISES LIMITED the Company Was Incorporated on March 2, 1993 As Adani Exports Limited, Under the Companies Act, 1956 LETTER OF OFFER Dated March 12, 2010 For Equity Shareholders of the Company only ADANI ENTERPRISES LIMITED The Company was incorporated on March 2, 1993 as Adani Exports Limited, under the Companies Act, 1956. Pursuant to the change of name of the Company to Adani Enterprises Limited, the Company was issued a fresh certificate of incorporation on August 10, 2006. For details of change of name of the Company, please see the section “History and Corporate Structure” on page 56. Registered Office: “Adani House”, Near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009, Gujarat Tel No: (91 79) 2656 5555 Fax No: (91 79) 2656 5500 Contact Person: Parthiv Parikh, Assistant Company Secretary and Compliance Officer Email: [email protected] Website: www.adanigroup.com Tel No: (91 79) 2656 5555 Fax No: (91 79) 2656 5500 FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY LETTER OF OFFER ISSUE OF 3,11,26,659 EQUITY SHARES OF RE. 1 EACH (“EQUITY SHARES”) FOR CASH AT A PREMIUM OF RS. 474 PER EQUITY SHARE AGGREGATING TO AN AMOUNT AGGREGATING TO RS. 1,478.52 CRORES BY ADANI ENTERPRISES LIMITED (THE “COMPANY” OR THE “ISSUER”) TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY ON RIGHTS BASIS IN THE RATIO OF ONE EQUITY SHARE FOR EVERY 16 EQUITY SHARES HELD ON THE RECORD DATE I.E. MARCH 25, 2010 (“ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARES IS 475 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and Investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must rely on their own examination of the Company and the Issue including the risks involved. The securities being offered in this Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page xi before making an investment in this Issue. ISSUER‟S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Company and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”). The Equity Shares offered through this Letter of Offer are proposed to be listed on the BSE and the NSE. The Company has received “in-principle” approvals from BSE and NSE for listing the Equity Shares to be allotted pursuant to the Issue vide letters dated December 31, 2009 and December 22, 2009 respectively. For the purposes of the Issue, the Designated Stock Exchange shall be the BSE. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE ICICI SECURITIES LIMITED ENAM SECURITIES IDFC - SSKI LIMITED KARVY COMPUTERSHARE ICICI Centre , H.T. Parekh Marg PRIVATE LIMITED Naman Chambers, C-32, PRIVATE LIMITED Churchgate 801/ 802, Dalamal Towers G-Block, Bandra-Kurla Complex Plot No. 17-24 Mumbai 400 020 Nariman Point Bandra (E) Vittal Rao Nagar Tel: (91 22) 2288 2460/70 Mumbai 400 021 Mumbai 400 051 Madhapur Fax: (91 22) 2282 6580 Tel: (91 22) 6638 1800 Tel: (91 22) 6622 2600 Hyderabad 500 081 E-mail: [email protected] Fax: (91 22) 2284 6824 Fax: (91 22) 6622 2501 Tel: (91 40) 2342 0815 / 2342 0816 Investor Grievance Id: E-mail: [email protected] E-mail: [email protected] Fax: (91 40) 2342 0859 [email protected] Investor Grievance Email: Investor Grievance E-mail: Email: [email protected] Website: www.icicisecurities.com [email protected] [email protected] Website: www.karisma.karvy.com SEBI Registration No.: INM000011179 Website: www.enam.com Contact Person: Hiren Raipancholia SEBI Registration Number: Contact Person: Rajiv Poddar Contact Person: Dipali Dalal Website: www.idfcsski.com INR000000221 SEBI Registration No. SEBI Registration No.: Contact Person: Murali Krishna INM000006856 INM000011336 ISSUE PROGRAMME LAST DATE FOR REQUEST FOR SPLIT ISSUE OPENS ON ISSUE CLOSES ON APPLICATION FORMS MARCH 31, 2010 APRIL 7, 2010 APRIL 15, 2010 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS ................................................................................................... i OVERSEAS SHAREHOLDERS ............................................................................................................... vi PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA ................. viii FORWARD LOOKING STATEMENTS .................................................................................................. x RISK FACTORS ......................................................................................................................................... xi SUMMARY OF THE ISSUE ...................................................................................................................... 1 SUMMARY OF FINANCIAL AND OPERATING DATA ...................................................................... 2 GENERAL INFORMATION .....................................................................................................................14 CAPITAL STRUCTURE ...........................................................................................................................18 OBJECTS OF THE ISSUE ........................................................................................................................23 STATEMENT OF TAX BENEFITS .........................................................................................................32 OUR BUSINESS ..........................................................................................................................................41 HISTORY AND CORPORATE STRUCTURE .......................................................................................56 OUR MANAGEMENT ...............................................................................................................................61 FINANCIAL STATEMENTS ....................................................................................................................69 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT ..................................................163 STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY .......................................165 MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................167 FINANCIAL INDEBTEDNESS ...............................................................................................................178 OUTSTANDING LITIGATION AND DEFAULTS ..............................................................................185 GOVERNMENT APPROVALS ..............................................................................................................199 MATERIAL DEVELOPMENTS .............................................................................................................202 OTHER REGULATORY AND STATUTORY DISCLOSURES .........................................................207 TERMS OF THE ISSUE ..........................................................................................................................218 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ....................................243 STATUTORY AND OTHER INFORMATION .....................................................................................244 DECLARATION .......................................................................................................................................246 DEFINITIONS AND ABBREVIATIONS Definitions of certain capitalized terms used in this Letter of Offer are set forth below: Company Related Terms Term Description “AEL”, “the Adani Enterprises Limited, a public limited company incorporated under the Company”, “our Company” or Companies Act, 1956, with its registered office at “Adani House”, Near “the Issuer” Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009, Gujarat Articles / Articles of Association The articles of association of the Company Auditors The statutory auditors of the Company, being Dharmesh Parikh & Co. Chartered Accountants Board of Directors/Board The board of directors of the Company or any duly constituted committees thereof Equity Shares Equity shares of the Company of face value of Re. 1 each Memorandum / Memorandum of The memorandum of association of the Company Association Registered Office The registered office of the Company located at “Adani House”, Near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009, Gujarat “We”, “us” or “our” Adani Enterprises Limited and its subsidiaries, associates and joint ventures on a consolidated basis Issue Related Terms Term Description Abridged
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