Serial No.: [______] Private & Confidential –For Private Circulation Only Addressed to: ______________________________________ Series-IX IM dated February 20, 2020 NATIONAL HIGHWAYS AUTHORITY OF INDIA (An Autonomous Body under the Ministry of Road Transport & Highways, Government of India) (Constituted on June 15, 1989 by an Act of Parliament - The National Highways Authority of India Act, 1988) Head Office: G - 5 & 6, Sector 10, Dwarka, New Delhi – 110075 Tel: (011) 25074100, 25074200; Fax: +91-11-25093517, 25093515 Website: www.nhai.gov.in; E-mail: [email protected] (This Series-IX IM is neither a Prospectus nor a Statement in lieu of Prospectus. This Series-IX IM 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 from time to time. (PRIVATE & CONFIDENTIAL) SERIES-IX IM DATED February 20, 2020 SERIES-IX IM FOR PRIVATE PLACEMENT OF SECURED, NON-CONVERTIBLE, NON-CUMULATIVE, REDEEMABLE, TAXABLE BONDS IN THE NATURE OF DEBENTURES OF FACE VALUE OF RS. 10 LAKHS EACH AT PAR AGGREGATING TO TOTAL ISSUE SIZE NOT EXCEEDING RS.5,000 CRORES WITH A BASE ISSUE SIZE OF RS. 500 CRORES AND GREEN SHOE OPTION TO RETAIN OVERSUBSCRIPTION UPTO RS. 4,500 CRORES BY NATIONAL HIGHWAYS AUTHORITY OF INDIA (“NHAI” OR THE “ISSUER” OR THE “AUTHORITY”) BY WAY OF PRIVATE PLACEMENT. ISSUE PROGRAM ISSUE/BID OPENING DATE ISSUE/BID CLOSING DATE PAY-IN DATE DATE OF ALLOTMENT 20.02.2020 20.02.2020 24.02.2020 24.02.2020 TRUSTEE OF THE ISSUE REGISTRAR TO THE ISSUE BEACON TRUSTEESHIP LIMITED Bigshare Services Private Limited 4C & D Siddhivinayak Chambers, Gandhi Nagar, Opp. 1st Floor, Bharat Tin Works Building MIG Cricket Club, Bandra (East) Mumbai – 400 051 Opp. Vasant Oasis, Makwana Road Marol, Andheri (E), Mumbai-400059 Tel: 022-42425004/47565852 Email: [email protected] TABLE OF CONTENTS PARTICULARS PAGE NO I. DISCLAIMER 1 II. DEFINITIONS/ ABBREVIATIONS 5 III. ISSUER INFORMATION 7 IV. DETAILS OF MEMBERS OF THE ISSUER 9 V. DETAILS OF STATUTORY AUDITOR OF THE ISSUER 13 1) STATUTORY AUDITOR OF THE ISSUER 13 2) CHANGE IN STATUTORY AUDITOR OF THE ISSUER SINCE LAST 13 THREE YEARS VI. MANAGEMENT PERCEPTION OF RISK FACTORS 14 VII. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF 36 BUSINESS 1) OVERVIEW 36 2) STRENGTHS 37 3) STRATEGIES 39 4) ISSUER’S PROJECTS 40 5) FINANCING 43 6) CORPORATE STRUCTURE 53 VIII. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE 54 LAST 3 AUDITED YEARS IX. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF 54 ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS 1) BRIEF BACKGROUND 54 2) CHANGE IN HEAD OFFICE 54 3) VISION 54 4) MAIN OBJECTS 55 5) MAJOR EVENTS 55 6) HOLDING COMPANY 55 7) THE PROMOTER 55 8) SPVs AND ASSOCIATE COMPANY 57 X. CAPITAL STRUCTURE 59 1) CAPITAL HISTORY 59 2) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 62 1 YEAR 3) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN 62 THELAST 1 YEAR 4) DISCLOSURES PERTAINING TO WILFUL DEFAULT 62 5) SHAREHOLDING PATTERN OF THE ISSUER 62 PARTICULARS PAGE NO 6) TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER 62 7) PROMOTER HOLDING IN THE ISSUER 62 8) BORROWINGS OF THE ISSUER 62 A) DEBT OUTSTANDING 62 B) TERMS OF ASSETS CHARGED AS SECURITY 70 C) TOP 10 BONDHOLDERS OF THE ISSUER 79 9) AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN 79 FAVOUR OF VARIOUS COUNTER PARTIES INCLUDING ITS SPVs AND ASSOCIATE COMPANY 10) COMMERCIAL PAPER ISSUED BY THE ISSUER 79 11) OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN 79 CURRENCY CONVERTIBLE BONDS (“FCCBS”), OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES) 12) SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) 79 AND/OR DELAY(S) IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS 13) OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR 80 CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF AN OPTION XI. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE 81 XII. SUMMARY TERM SHEET 82 XIII. TERMS OF OFFER 87 XIV. CREDIT RATING FOR THE BONDS 102 XV. TRUSTEES FOR THE BONDHOLDERS 103 XVI. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED 104 XVII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL 105 OBLIGATIONS OF THE ISSUER XVIII. DECLARATION 106 ANNEXURES 1. Financial Information 2. Credit Rating Letters 3. Consent of the Trustee 4. Limited review report for half year ended March 31, 2019 and 30 September 2019 5. Application Form-To be sent separate I. DISCLAIMERS 1. DISCLAIMER OF THE ISSUER This Series-IX IM is neither a Prospectus nor a Statement in Lieu of Prospectus. This Series-IX IM Document 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 from time to time. This Series-IX IM does not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by National Highways Authority of India (“NHAI” or the “Issuer” or the “Authority”). This Series-IX IM for the exclusive use of the addressee and it should not be circulated or distributed to third party(ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by the Issuer. This bond issue is made strictly on private placement basis. Apart from this Series-IX IM, no offer document or prospectus has been prepared in connection with the offering of this bond issue or in relation to the issuer. This Series-IX IM does not intend to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the bonds issued by NHAI. This Series-IX IM has been prepared to give general information regarding NHAI to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party mayrequire. NHAI believes that the information contained in this Series-IX IM is true and correct asof the date hereof NHAI does not undertake to update this Series-IX IM to reflect subsequentevents and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with NHAI. However, NHAI reserves its right for providing the information at its absolute discretion. NHAI accepts no responsibility for statements made in any advertisement or any other material land anyone placing reliance on any other source of information would be doing so at his own risk and responsibility. Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Bonds. It is the responsibility of the prospective subscriber to have obtained all consents, approvalsor authorizations required by them to make an offer to subscribe for and purchase the Bonds. It is theresponsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Bonds. Nothing in this Series-IX IM should be construed as advice or recommendation by the Issuer to the Issue to subscribers to the Bonds. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownershipand redemption of these Bonds and matters incidental thereto. This Series-IX IM is not intended for distribution. It is meant for the consideration of the personto whom it is addressed and should not be reproduced by the recipient. The securities mentioned herein are being issued on private placement basis and this offer does not constitute a public offer/invitation. This Series-IX IM shall be accompanied by application form serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the names of such persons. 1 2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Series-IX IM shall not be filed with Securities & Exchange Board of India (“SEBI”) for their approval. The Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Series-IX IM. It is to be distinctly understood that this Series-IX IM should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Series-IX IM. The Issue of Bonds being made on private placement basis, filing of this Series- IX IM is not required with SEBI. However, SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Series-IX IM. 4. DISCLAIMER OF THE ARRANGERS TO THE ISSUE The role of the Arranger in the assignment is confined to marketing and placement of the Debentures/Bonds (Debentures and Bonds have been used interchangeably in this Disclaimer) on the basis of this Series-IX IM (hereinafter collectively referred to as “Information Memorandum”) as prepared by the Issuer.