RED HERRING PROSPECTUS Dated July 14, 2009 Please read Sections 60 and 60B of the Companies Act, 1956 100% Book Built Issue ADANI POWER LIMITED (Our Company was incorporated on August 22, 1996 as a public limited company under the Companies Act, 1956. For details of changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 131 of this Red Herring Prospectus.) Registered Office: Shikhar, Near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009. Tel: (91 79) 2656 5555; Fax: (91 79) 2656 5500 Contact Person: Mr. Rahul C. Shah, Company Secretary and Compliance Officer; Tel No: (91 79) 2555 5795; Fax: (91 79) 2555 5608 Email: [email protected]; Website: www.adanipower.com PUBLIC ISSUE OF 301,652,031 EQUITY SHARES OF Rs. 10 EACH OF ADANI POWER LIMITED (“APL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [•] PER EQUITY SHARE) AGGREGATING TO Rs. [] MILLION (THE “ISSUE”). THE ISSUE INCLUDES A RESERVATION OF UP TO 8,000,000 EQUITY SHARES OF RS. 10 EACH FOR THE ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION I.E. 293,652,031 EQUITY SHARES IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WILL CONSTITUTE 13.84% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY AND THE NET ISSUE WILL CONSTITUTE 13.47% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS Rs. 10. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE GLOBAL CO-ORDINATOR AND BOOK RUNNING LEAD MANAGER AND ADVERTISED AT LEAST TWO (2) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Period not exceeding ten working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Managers (“BRLMs”) and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 8,000,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 each. The Floor Price is [•] times of the face value and the Cap Price is [•] times of the face value. The Issue Price (as determined by the Company in consultation with the GCBRLM on the basis of assessment of market demand for the Equity Shares by way of book building) should not be taken to be indicative of the market price of the Equity Shares after they are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. IPO GRADING This Issue has been graded by ICRA Limited as IPO Grade 3, indicating average fundamentals through its letter dated July 2, 2009. For details see section titled “General Information” on page 15 of this Red Herring Prospectus and refer to “Material Contracts and Documents for Inspection” on page 443 of this Red Herring Prospectus. 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 Equity Shares offered in the 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 the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page xiii of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus 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 make this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the NSE and the BSE. The Company has received an ‘in-principle’ approval from the NSE and the BSE, for the listing of the Equity Shares pursuant to letters dated May 29, 2009 and May 18, 2009, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be the BSE. GLOBAL CO-ORDINATOR AND BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE BOOK RUNNING LEAD MANAGER DSP MERRILL LYNCH LIMITED ENAM SECURITIES PRIVATE LIMITED IDFC-SSKI LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED Mafatlal Centre, 10th Floor 801, Dalamal Towers 803/4 Tulsiani Chambers, 8th Floor ”Karvy House”, 46, Avenue 4 Street No. 1, Banjara Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021, India Nariman Point, Mumbai 400 021 Hills, Hyderabad 500 034. Toll free no: 1-800-345-4001 Tel: (91 22) 6632 8761, Fax: (91 22) 2204 8518 Tel: (91 22) 6638 1800, Fax: (91 22) 2284 6824 Tel: (91 22) 6638 3333, Fax: (91 22) 2204 0282 Tel: (91 40) 2342 0815-28 • Fax: (91 40) 2343 1551 Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Website: www.dspml.com Website: www.enam.com Website: www.idfcsski.com Website: www.karvy.com Contact Person: N. S. Shekhar Contact Person: Ms. Anusha Bhardwaj Contact Person: Mr. Hiren Raipancholia Contact Person: M. Murali Krishna SEBI Registration No.: INM000002236 SEBI Registration No. INM000006856 SEBI Reg. No. INM000011336 SEBI Registration No.: INR000000221 BOOK RUNNING LEAD MANAGERS JM FINANCIAL CONSULTANTS KOTAK MAHINDRA CAPITAL MORGAN STANLEY INDIA COMPANY ICICI SECURITIES LIMITED SBI CAPITAL MARKETS LIMITED PRIVATE LIMITED COMPANY LIMITED PRIVATE LIMITED ICICI Centre, H. T. Parekh Marg, 202, Maker Towers ‘E’, 141, Maker Chambers III 3rd Floor, Bakhtawar, 229 1101-1115, Trident Churchgate, Cuffe Parade, Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Mumbai 400 020 Mumbai 400 005 Tel: (91 22) 6630 3030, Fax: (91 22) 2204 7185 Tel: (91 22) 6634 1100, Tel: (91 22) 6621 0555, Fax: (91 22) 6621 0556 Tel: (91 22) 2288 2460/70, Tel: (91 22) 2217 8300, Email: [email protected] Fax: (91 22) 2284 0492 Email: [email protected] Fax: (91 22) 2282 6580 Fax: (91 22) 2218 8332 Email: [email protected] Investor Grievance Email: [email protected] Email: [email protected] Investor Grievance Email: Investor Grievance Email:[email protected] Investor Grievance Email: Investor Grievance Email: [email protected] Email: [email protected] Website: [email protected] [email protected] Website: www.jmfinancial.in Website: www.kotak.com www.morganstanley.com/indiaofferdocuments Website: www.icicisecurities.com Website: www.sbicaps.com Contact Person: Mr. Venugopal Nyalapelli Contact Person: Mr. Chandrakant Bhole Contact Person: Mr. Mayank Pagaria Contact Person: Mr. Sumit Pachisia Contact Person: Ms. Sylvia Mendonca SEBI Registration No: INM000010361 SEBI Reg. No. INM000008704 SEBI Registration No.: INM000011203 SEBI Registration No: INM 000011179 SEBI Registration No: INM000003531 ISSUE PROGRAMME BID/ISSUE OPENS ON TUESDAY, JULY 28, 2009 BID/ISSUE CLOSES ON FRIDAY, JULY 31, 2009 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS ...........................................................................................................................