(This is an Information Memorandum 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) Air India Limited (A Government of India Enterprise) Incorporated on 30th March, 2007 under the Companies Act, 1956 as a Company wholly owned by the Government of India (GOI), Registered Office: Airlines House 113, Gurudwara Rakabganj Road, New Delhi 110001 DISCLOSURES UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 Issue: Private Placement of Rated, Listed, Unsecured, Taxable, Redeemable, Non-Convertible Debentures of the face value of Rs.10 lakhs each (“Bonds”), aggregating to Rs.5,500 crores (Rupees Five Thousand Five Hundred Crores Only) (“Issue”) across Series 1 ag- gregating to Rs. 4,000 crore (Rupees Four Thousand Crores only) and Series 2 aggregat- ing to Rs. 1,500 crore (Rupees One Thousand Five hundred Crores only) Guarantee The unconditional, irrevocable and continuing guarantee by the Government of India act- ing through Ministry of Civil Aviation for inter alia payment of principal and interest thereon throughout the tenor of the Bonds (“Government Guarantee” or “Guarantee”). The Government Guarantee has been approved by the Government of India acting through the Under Secretary to the Government of India, Department of Civil Aviation, Ministry of Civil Aviation (“GOI”) in its letter dated May 9, 2011 as provided in Annex- ure 5 (Guarantee letter from the GOI). The Guarantee shall be as per the format provided in Annexure 6 (Format of the Government Guarantee) hereto. Company’s Absolute Responsibility Air India Limited (“Company” or “Issuer”) having made all reasonable inquiries, ac- cepts responsibility for and confirms that the information contained in this Information Page 1 of 72 Memorandum is true and correct in all material aspects and is not misleading in any ma- terial respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which may make this Information Memorandum as a whole or any of such information or the expression of any such opinions or inten- tions misleading in any material respect. Rating: ICRA Limited (“ICRA”) has assigned a rating of “ICRA AAA(SO)!” to the Bonds Issue of the Company guaranteed by the GOI. The expected rating of the Company is based on an unconditional, irrevocable and continuing guarantee by the GOI, for the rated debt programme, covering inter alia full payment of principal and all accrued interest. CRISIL Limited (“CRISIL”) has after due consideration, assigned a rating of “CRISIL AAA(SO)/Stable” to the Bonds Issue by the Company guaranteed by the GOI. This rat- ing indicates the highest degree of safety with regard to payment of interest and principal on the instrument. For details of the rationale for these ratings, see Annexures 2 (Credit Rating Letter from ICRA) and 3 (Credit Rating Letter from CRISIL). Listing: The Bonds are proposed to be listed on Wholesale Debt Market segment of the Bombay Stock Exchange of India Limited (“BSE”). The BSE has, by their letter dated September 23, 2011, granted their in-principle approval for the listing of the Bonds. Registrar & Transfer Agent Trustee IDBI Trusteeship Services Limited Karvy Computershare Private Limited Asain Building, Ground Floor, Plot No. 17-24, Vittal Rao Nagar 17, R. Kamani Marg, Ballard Estate, Madhapura, Hyderabad 500 081, India Mumbai 400 001 Tel: +91 40 4465 5000 Tel: +91 22 6631 1771/2/3 Fax: +91 40 2343 1551 Fax: +91 22 6631 1776 Investor Grievance Email: ein- E-mail: [email protected] [email protected] Website: www.idbitrustee.co.in Contact Person: Mr Murali Krishna - Gen- Contact Person: Ms. Srividhya Sridhar eral Manager Website: http://karisma.karvy.com SEBI Registration Number: INR000000221 Page 2 of 72 Arranger to the Issue Company Secretary Transaction Legal Counsel Mr S. Venkat Air India Building, st ICICI Bank Ltd. 21 Floor, ICICI Bank Towers, Nariman Point, AMARCHAND & Bandra-Kurla Complex, Mumbai 400021 MANGALDAS & SURESH Bandra (East), A SHROFF & CO Mumbai – 400 051. 5th Floor, Peninsula Chambers, Tel.: 022-26531027 Peninsula Corporate Park, Fax: 022-26531063 Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 Page 3 of 72 DISCLAIMERS This Information Memorandum is neither a prospectus nor a statement in lieu of prospec- tus. The issue of the Bonds proposed to be listed on the BSE is being made strictly on a private placement basis. 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 Bonds to the public in general. Apart from this Information Memorandum, no offer document or pro- spectus has been prepared in connection with the offering of this Issue or in relation to the Company, nor is such a prospectus required to be registered under applicable laws. Accordingly, this Information Memorandum has neither been delivered for registration, nor is intended to be registered. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum have been sent. Any application by a person to whom the Information Memorandum and the application form has not been sent by the Issuer or by the Arranger to the Issue shall be rejected without assigning any reason. Any person who is in receipt of this Information Memorandum shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not re- produce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the prior written consent of the Issuer. None of the intermediaries or their agents or advisors associated with this Issue undertake to review the financial condition or affairs of the Company or the factors affecting the Bonds during the life of the arrangements contemplated by this Information Memoran- dum, or have any responsibility to advise any investor or potential investor in the Bonds of any information available with or subsequently coming to the attention of the interme- diaries, agents or advisors. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. The person to whom a copy of the Information Memorandum is sent is alone entitled to apply for the Bonds. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any mate- rial made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been author- ized by the Issuer. The intermediaries and their agents or advisors associated with this Information Memo- randum have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibil- ity is accepted by any such intermediary, agent or advisor as to the accuracy or complete- Page 4 of 72 ness of the Information contained in this Information Memorandum, or any other infor- mation provided by the Company. Accordingly, all such intermediaries, agents or advi- sors associated with this Issue shall have no liability in relation to the information con- tained in this Information Memorandum or any other information provided by the Com- pany in connection with this series. Disclaimer Statement from the Issuer The Company accepts no responsibility for statements made otherwise than in the Infor- mation Memorandum or any other material expressly stated to be issued by or at the in- stance of the Company and that anyone placing reliance on any other source of informa- tion would be doing so at their own risk. This Information Memorandum has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Bonds. This Information Memorandum does not purport to contain all the information that any potential investor may require. Neither this Information Memo- randum nor any other information supplied in connection with the Bonds is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Bonds. Neither the GOI nor the Company intends to, or may be deemed to render any legal or other advice to any investor. Accordingly, we recommend that each investor should take independent advice in relation to the applicable provisions of Indian law, with respect to any such proposed investment. DISCLAIMER IN RESPECT OF JURISDICTION THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE BONDS OR THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND THE OFFERING AND SALE OF THE BONDS MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS INFORMATION MEMORANDUM COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. This Information Memorandum does not, however, constitute an offer to sell or an invita- tion to subscribe to Bond(s) offered hereby in any other jurisdiction to any person/parties to whom it is unlawful to make an offer or invitation in such jurisdiction.