Serial Number: Name of Investor: I Ports and Logistics Adani Ports and Special Economic Zone Limited Public limited company incorporated under the Companies Act. 1956 with Corporate Identification Number L63090GJ1998PLC034182 Date of Incorporation: 26th May, 1998 Registered Office: Adani House, Mithakhali Six Roads. Navrangpura. Ahmedabad 380 009 Contact person: Mr. Kamlesh Bhagia Email: [email protected] Tel: +91-79-2555 5555; Fax: +91-79-2555 5500: Website: www.adaniports.com INFORMATION MEMORANDUM FOR THE ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS ISSUE OF 1,550 RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000/- EACH, AGGREGATING RS. 155 CRORES ON A PRIVATE PLACEMENT BASIS (THE "ISSUE") BY ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (THE "ISSUER"). This Private Placement Offer Letter cum application letter (hereinafter referred to as the "Information Memorandum") is prepared in conformity with Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended by the Securities and Exchange Board of India (Issue and listing of Debt Securities (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 and CIR/IMD/DF/18/2013 dated October 29, 2013), Securities and Exchange Board of India Issue and listing of Debt Securities (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and Securities and Exchange Board of India Issue and listing of Debt Securities (Amendment) Regulations, 2014 issued vide Circular No. LAD·NRO/GN/2014· 15/25/539 dated March 24, 2015 and Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities). General Risk Investors are advised to take informed decision before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the Issue and the Information Memorandum including the risks involved. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the risk factors mentioned elsewhere in this offer document. Issuer's Absolute Responsibility The Issuer, having made all reasonable inquiries. accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue. which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect. that the opinions and intentions expressed herein are honestly held and that there are no other facts. the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Credit Rating ICRA Limited has assigned "ICRA AA+ @" rating to these Debentures by letter dated 07th Feb 2020 Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The credit rating letter dated 07th February 2020 issued by ICRA Limited is enclosed as Annexure A to this Information Memorandum. The rating should not be treated as recommendation to buy. sell or hold the Debentures. Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the Rating Agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The Rating Agency has a right to suspend, withdraw or revise the rating at any time on the basis of new information etc. listing The Debentures offered through this Information Memorandum are proposed to be listed on the wholesale debt market segment of the BSE Limited. The Issuer has obtained "in-principle" approval from the BSE on [] and will apply for final listing of the Debentures offered through this Issue within 20 (Twenty) Trading Days from the Deemed Date of Allotment. 145 Registrar: - Debenture Trustee: - Link lntime India Private Limited IDBI Trusteeship Services Limited C-101. 247 Park. L.B.S. Marg, Asian Building Ground Floor, Vikhroli (West). Mumbai-400083 17 R. Kamani Marg, Ballard Estate,Mumbai-400001 Tel: +91 022 25963838, Fax: +91 022 25946969 Phone No:+22 40807000 Contact Person: Mr. Ganesh Jadhav Fax No: +22 66311776 Email id: gan!:::[email protected] Contact Person: Mr. Rajesh Chandra E-mail: [email protected] Issue Programme Issue Opening Date Issue Closing Date 28th February 2020 2sth February 2020 146 DEFINITIONS AND ABBREVIATIONS Term Definition Act Companies Act, 2013 APSEZ/lssuer/Company Adani Ports and Special Economic Zone Limited The form in terms of which. the investors shall apply for the Debentures of the Issuer Application Form and appended herewith as Annexure 8 Articles Articles of Association of the Issuer Board/Board of Directors Board of directors of the Issuer SSE SSE Limited Means a day (other than a Second 8- Fourth Saturday or Sunday or a Bank holiday) on Business Day which banks are open for general business in Mumbai and Ahmedabad CDSL Central Depository Services {India) Limited Committee Any committee of the Board of Directors Companies Act The Companies Act. 2013 Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form Debenture Trustee IDBI Trusteeship services Limited Debenture Trustee The debenture trustee appointment agreement executed between the Issuer and the Agreement Debenture Trustee on [] 1.550 Rated. Listed, Secured. Redeemable. Non-convertible Debentures of face value Debentures of Rs. 10.00.000/- each. aggregating Rs. 155 crores on a private placement basis. (a) Debenture Trust Deed; (b) Debenture Trustee Agreement: (c) Information Memorandum; Debenture Documents (d) the letters issued by the Debenture Trustee and Rating Agency, the letters appointing the registrar and transfer agent with respect to issuance of the Debentures; and (e) Any other document that may be designated as a Debenture Document by the Debenture Trustee and the Issuer Deemed Date of 25th February 2020 Allotment Depositories NSDL and CDSL ECGC Export Credit Guarantee Corporation of India (a) Companies. Body Corporate and Societies. authorized to invest in debentures (b) Insurance Companies and Trusts authorized to invest in Bonds (c) Commercial Banks. Financial Institutions, Co-operative Banks. Regional Rural Banks etc. (d) Non-Banking Finance Companies and Residuary Non-Banking Finance Eligible Investors Companies (e) Mutual Funds (f) Provident Fund, Chit Funds (g) SEBI registered foreign institutional investors ("Flis") and sub-accounts of Flis (h) Any other investor authorized to invest in these Debentures Event of Default As defined in the Debenture Trust Deed FEMA Foreign Exchange and Management Act. 1999 (as amended from time to time) INR 70 Crores: 23'd April 2021 Final Redemption Date INR 85 Crores: 15th June 2021 Flis Foreign institutional investors registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations. 1995 (as amended from time to time) FPls Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations. 2014 Information This information memorandum dated [.] for private placement of the Debentures to Memorandum eligible investors 147 Rated. Listed, Secured. Redeemable, Non-convertible Debentures of face value of Rs. Issue 10,00,000/- each. aggregating Rs. 155 crores on a private placement basis. MMT Million Metric Ton MMTPA Million Metric Ton Per Annum NCO Non-convertible Debentures NSDL National Securities Depository Limited Rating Agency ICRA Limited RBI Reserve Bank of India Record Date 15 days prior to the Interest Payment Date/ Redemption Date Registrar and Transfer Link lntime India Private Limited Agent ROC Registrar of Companies, Gujarat RoU Right of Use Rs./Rupees/lNR Unit for Lawful Currency of the Republic of India SBAFT S.B. Adani Family Trust SEBI Securities and Exchange Board of India The SEBI (Issue and Listing of Debt Securities) Regulations. 2008 (as amended from SEBI Debt Regulations time to time) The assets charged. assigned, pledged or otherwise made the subject of security Secured Assets pursuant to the Transaction Documents SEZ Special Economic Zone SPM Single Point Mooring TEUs Twenty-Foot Equivalent Units Trading Day Each day on which the NSE and/or BSE is open for trading UMPP Ultra Mega Power Plant USO US Dollar. being the Unit of Lawful Currency of the United States of America 148 DISCLAIMERS GENERAL DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures, to be listed on BSE Limited is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 49 (forty nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Information Memorandum has been prepared in conformity with the SEBI Debt Regulations. Therefore, as per the applicable provisions, a copy of this Information Memorandum has not been filed or submitted to the SEBI for its review and/or approval. It is the responsibility of potential Eligible Investors to also ensure that any sale by them of the Debentures does not constitute an offer to the public within the meaning of the Companies Act.