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National Highways Authority of India NATIONAL HIGHWAYS AUTHORITY OF INDIA (An Autonomous Body under the Ministry of Road Transport and Highways, Government of India) (Constituted on June 15, 1989 by an Act of Parliament - The National Highways Authority of India Act, 1988) INR 30,000,000,000 7.30 per cent. Synthetic INR Notes due 18 May 2022 Issue price: 100.00 per cent. The INR 30,000,000,000 7.30 per cent. Synthetic INR Notes due 18 May 2022 (the "Notes") will be issued by the National Highways Authority of India (the "Issuer"). The Notes will constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and shall, at all times, rank pari passu and without any preference or priority among themselves and shall also rank pari passu with all other present and future direct, unsubordinated, unconditional and unsecured obligations of the Issuer (subject to any obligations preferred under mandatory provisions of the law prevailing from time to time). The Notes will settle in U.S. dollars. The Issue Price will be payable in U.S. dollars in the amount of USD 466,531,787.14 at the agreed conversion rate of INR 64.3043 per one U.S. dollar, such conversion rate reported by the Reserve Bank of India ("RBI") and displayed on Reuters page "RBIB" at approximately 1:30 p.m., Mumbai time, on 12 May 2017. The Notes mature on 18 May 2022. The Notes are also subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time prior to the Maturity Date in the event of certain changes affecting taxation in India, subject to RBI consent. See "Terms and Conditions of the Notes - Redemption for Tax Reasons". The Notes will bear interest on their principal amount from time to time outstanding from and including 18 May 2017 at the rate of 7.30 per cent. per annum payable annually in arrear on 18 May in each year commencing on 18 May 2018. Although the Notes are denominated in INR, all payments of principal, interest on the Notes will be made in U.S. dollars without deduction for or on account of taxes imposed or levied by the Republic of India to the extent described under "Terms and Conditions of the Notes – Taxation". For Indian regulatory purposes, the Notes constitute "Rupee denominated bonds" as per the RBI Master Directions RBI/ FED/2015-2016FED Master Direction No. 5/2015-16, dated 1 January 2016, as amended. ("ECB Regulations"). Application has been made to the Financial Conduct Authority in its capacity as competent authority (the "UK Listing Authority") for the Notes to be admitted to the official list of the UK Listing Authority (the "London Official List") and to the London Stock Exchange plc's regulated market (the "Market"). The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/ EC). Application has also been made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing and quotation of the Notes on the official list of the SGX-ST(the "SGX Official List"). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the SGX Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the Issuer or the Notes. For so long as any Notes are listed on the SGX-ST and the rules of the SGX-ST so require, such Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 or its equivalent in other currencies. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. The Prospectus does not describe all of the risks of an investment in the Notes. The Notes will not be rated. The Notes are not guaranteed or otherwise subject to any credit protection. The Notes will be offered and sold in offshore transactions outside the United States to non-U.S. persons in reliance on Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). THE NOTES HAVE NOT BEEN NOR WILL THEY BE REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE, OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. The Notes will be issued in registered form in minimum denominations of INR 10 million and integral multiples of INR 10 million in excess thereof. The Notes will initially be represented by beneficial interests in a global certificate (the "Global Certificate") which will be registered in the name of a nominee of a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). It is expected that delivery of the Global Certificate will be made on 18 May 2017 or such later date as may be agreed (the "Issue Date") by the Issuer and the Joint Bookrunners and Lead Managers (as defined under "Subscription and Sale"). Definitive note certificates (the "Definitive Note Certificates") evidencing holdings of Notes will be available only in certain limited circumstances. See "Summary of Provisions Relating to the Notes in Global Form". This Prospectus has not been and will not be registered as a prospectus or a statement in lieu of a prospectus in respect of a public offer, information memorandum or private placement offer letter or any other offering material with the Registrar of Companies in India in accordance with the Companies Act, 1956, the Companies Act, 2013, (each as amended, supplemented or re-enacted from time to time, the "Companies Act") and other applicable Indian laws for the time being in force. This Prospectus has not been and will not be reviewed or approved by any regulatory authority in India, including, but not limited to, the Securities and Exchange Board of India ("SEBI"), any Registrar of Companies or any stock exchange in India. This Prospectus and the Notes are not and should not be construed as an advertisement, invitation, offer or sale of any securities whether to the public or by way of private placement to any person resident in India. The Notes have not been and will not be offered or sold to any person resident in India. If you purchase any of the Notes, you will be deemed to have acknowledged, represented and agreed that you are eligible to purchase the Notes under applicable laws and regulations and that you are not prohibited under any applicable law or regulation from acquiring, owning or selling the Notes. See "Subscription and Sale". Joint Bookrunners and Lead Managers The date of this Prospectus is 12 May 2017 This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Directive 2003/71/EC. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (it having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is or has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or any of the Joint Bookrunners and Lead Managers (as defined under "Subscription and Sale" below). The Bank of New York Mellon, London Branch (the "Trustee"), or any Agent (as defined below). Neither the delivery of this Prospectus nor any sale 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 Prospectus does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or the Joint Bookrunners and Lead Managers to subscribe for, or purchase, any of the Notes. This Prospectus does not constitute an offer and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. See "Subscription and Sale" below. None of the Joint Bookrunners and Lead Managers, the Trustee or any Agent has separately verified the information contained or incorporated herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Bookrunners and Lead Managers (or any of them), the Trustee or the Agents as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. To the fullest extent permitted by law, none of the Joint Bookrunners and Lead Managers accepts any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the Joint Bookrunners and Lead Managers or on its behalf in connection with the Issuer or the issue and offering of the Notes.
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