Adani Ports and Special Economic Zone Limited Date of ... · ECGC Export Credit Guarantee Corporation of India Eligible Investors (a) Companies, Body Corporate and Societies, authorized

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Serial Number:

Name of Investor:

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 500 RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000/- EACH, AGGREGATING RS. 50 CRORES WITH GREEN SHOE OPTION OF AN ADDITIONAL RS. 650 CRORE ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”) BY ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (THE “ISSUER” OR THE “COMPANY”). This Private Placement Offer 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 India Ratings & Research Private Limited has assigned Provisional AA+ (Stable) rating to these Debentures by letter dated 27th April 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 27th April 2020 issued by India Ratings & Research Private 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 will apply for final listing of the Debentures offered through this Issue

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within 20 (Twenty) Trading Days from the Deemed Date of Allotment. Registrar: - Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg,

Vikhroli (West), Mumbai-400083

Tel: +91 022 25963838, Fax: +91 022 25946969 Contact Person: Mr. Ganesh Jadhav Email id: [email protected]

Debenture Trustee: - IDBI Trusteeship Services Limited Asian Building Ground Floor, 17 R. Kamani Marg, Ballard Estate,Mumbai-400001 Phone No:+22 40807000 Fax No: +22 66311776 Contact Person: Mr. Rajesh Chandra E-mail: [email protected]

Issue Programme Issue Opening Date Issue Closing Date 26.05.2020 26.05.2020

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DEFINITIONS AND ABBREVIATIONS

Term Definition

Act Companies Act, 2013

APSEZ/Issuer/Company Adani Ports and Special Economic Zone Limited

Application Form The form in terms of which, the investors shall apply for the Debentures of the Issuer and appended herewith as Annexure B

Articles Articles of Association of the Issuer

Board/Board of Directors Board of directors of the Issuer

BSE BSE Limited

Business Day Means a day (other than a Second & Fourth Saturday or Sunday or a Bank holiday) on 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 Agreement

The debenture trustee appointment agreement to be executed between the Issuer and the Debenture Trustee on.

Debentures 500 rated, listed, secured, redeemable, non-convertible debentures of face value of Rs. 10,00,000/- each, aggregating Rs. 50 crores with green shoe option of an additional Rs. 650 crore on a private placement basis.

Debenture Documents

(a) Debenture Trust Deed;

(b) Debenture Trustee Agreement;

(c) Information Memorandum;

(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 Allotment

27.05.2020

Depositories NSDL and CDSL

ECGC Export Credit Guarantee Corporation of India

Eligible Investors

(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 Companies

(e) Mutual Funds

(f) Provident Fund, Chit Funds

(g) SEBI registered foreign institutional investors (“FIIs”) and sub-accounts of FIIs

(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)

Final Redemption Date 26.05.2023

FIIs 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)

FPIs Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

Information Memorandum

This information memorandum dated 21.05.2020 for private placement of the Debentures to eligible investors

issue 500 rated, listed, secured, redeemable, non-convertible debentures of face value of Rs. 10,00,000/- each, aggregating Rs. 50 crores with green shoe option of an additional rs. 650 crore on a private placement basis (the “issue”)

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MMT Million Metric Ton

MMTPA Million Metric Ton Per Annum

NCD Non-convertible Debentures

NSDL National Securities Depository Limited

Rating Agency India Ratings & Research Private Limited

RBI Reserve Bank of India

Record Date 15 days prior to the Interest Payment Date / Redemption Date

Registrar and Transfer Agent

Link Intime India Private Limited

ROC Registrar of Companies, Gujarat

RoU Right of Use

Rs./Rupees/INR Unit for Lawful Currency of the Republic of India

SBAFT S.B. Adani Family Trust

SEBI Securities and Exchange Board of India

SEBI Debt Regulations The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time)

Secured Assets The assets charged, assigned, pledged or otherwise made the subject of security 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

USD US Dollar, being the Unit of Lawful Currency of the United States of America

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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. This Information Memorandum has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential Eligible Investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debentures 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 Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer having made all reasonable enquiries, accepts responsibility for and confirms that the information contained in this Information Memorandum 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. This Information Memorandum and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue. 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. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without written consent of the Issuer. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause “eligible investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This issue is made in India to the eligible investors, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. DISCLAIMER OF THE ISSUER The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue, is

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accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, are not misleading. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any Issue of Debentures 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 Information Memorandum has not been filed with the SEBI. The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Information Memorandum. It is to be distinctly understood that filing of this Information Memorandum 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 for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves right to take up at any point of time, with the Company, any irregularities or lapses in this document.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been submitted to the BSE for hosting the same on its website. It is to be distinctly understood that filing of this Information Memorandum with the BSE should not, in any way, be deemed or construed that the same has been cleared or approved by the BSE. The BSE does not take any responsibility for the purpose for which the issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this offer document.

DISCLAIMER OF THE CREDIT RATING AGENCY

The ratings of the Credit Rating Agencies should not be treated as a recommendation to buy, sell or hold the Debentures. The Credit Rating Agencies ratings are subject to a process of surveillance which may lead to a revision in ratings. Please visit the Credit Rating Agency’s website or contact the Credit Rating Agency’s office for the latest information on the Credit Rating Agency’s ratings. All information contained herein has been obtained by the Credit Rating Agency from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and the credit rating agency in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. All information contained herein must be construed solely as statements of opinion and Credit Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents.

DISCLAIMERS OF THE DEBENTURE TRUSTEE

I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do notundertake to review the financial condition or affairs of the Issuer during the life of the arrangementscontemplated by this Information Memorandum and shall not have any responsibility to advise anyinvestor or prospective investor in the Debentures of any information available with or subsequentlycoming to the attention of the Debenture Trustee, its agents or advisors.

II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have notseparately verified the information contained herein. Accordingly, no representation, warranty orundertaking, express or implied, is made and no responsibility is accepted by Debenture Trustee as tothe accuracy or any other information provided by the Issuer. Accordingly, the Debenture Trustee shallhave no liability in relation to the information contained in this Information Memorandum or any otherinformation provided by the Issuer in connection with the issue.

III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures.

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Cautionary Note: The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investor should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investor's particular circumstance. Prospective investors are required to 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 such instruments. The investors have agreed that they (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding the Debentures, except as included in the Information Memorandum, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (v) have made their own investment decision regarding the Debentures, (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, and (vii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures. Neither this Information Memorandum nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. This Information Memorandum is made available to potential investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.

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Table indicating references of disclosures requirements under Form PAS-4

Sr. No. Particulars Page No.

1. GENERAL INFORMATION a. Name, address, website and other contact details of the Company indicating

both registered office and corporate office; 10

b. Date of incorporation of the Company; 13 c. Business carried on by the Company and its subsidiaries with the details of

branches or units, if any; 13

d. Brief particulars of the management of the Company; 29 e. Names, addresses, DIN and occupations of the directors; 29 f. Management’s perception of risk factors; 32-35 g. Details of default, if any, including therein the amount involved, duration of

default and present status, in repayment of – i) statutory dues; ii) debentures and interest thereon; iii) deposits and interest thereon; iv) Loan from any bank or financial institution and interest thereon.

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h. Disclosure pertaining to wilful default 35 I. Any default in Annual filing of the Company under the Companies Act, 2013 or

the rules made 35

j. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the Company, if any, for the private placement offer process;

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2. PARTICULARS OF THE OFFER a. Date of passing of board resolution; 36 b. Date of passing of resolution in the general meeting , authorizing the offer of

securities; 36

c. Kinds of securities offered (i.e. whether share or debenture) and class of security; 36 d. Price at which the security is being offered including the premium, if any, along

with justification of the price; 37

e. Amount which the Company intends to raise by way of securities; 36 f. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of

interest, mode of payment and repayment; 36-39

g. Proposed time schedule for which the Information Memorandum is valid 36 h. Purposes and objective of the offer; 36 i. Contribution being made by the promoters or directors either as part of the offer

or separately in furtherance of such objects; 39

j. Allotment made in the last one year for consideration other than cash 39 k. The proposed time within which the allotment shall be completed; 36 l. The change in control, if any, in the Company that would occur consequent to

the private placement 42

m. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

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n. Mode of payment for subscription 36 o. The pre-issue and post-issue shareholding pattern of the Issuer 42 p. Principle terms of assets charged as security, if applicable; 41 3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. a. Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons.

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b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

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c. Remuneration of directors (during the current year and last three financial years);

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d. Related party transactions entered during the last three financial years immediately preceding the year of circulation of Information Memorandum including with regard to loans made or, guarantees given or securities provided

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e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of

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Information Memorandum and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Information Memorandum and if so, section-wise details thereof for the Company and all of its subsidiaries

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g. Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company

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4. FINANCIAL POSITION OF THE COMPANY a. The capital structure of the Company in the following manner in a tabular form- 42

(i) (a) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value);

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(b) Size of the present offer; 42

(c) Paid up capital 42

(d) After the offer 42

(e) After conversion of convertible instruments (if applicable) 42

(f) Share premium account (before and after the offer) 42

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the Information Memorandum separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;

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b. Profits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Information Memorandum;

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c. Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

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d. A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum;

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e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum;

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f. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company.

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5. A DECLARATION THAT- a. the Company has complied with the provisions of the Act and the rules made

there under; b. the compliance with the Act and the rules does not imply that payment of

dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the offer shall be used only for the purposes and objects indicated in the Information Memorandum;

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GENERAL INFORMATION

Registered Office / Corporate Office of the Issuer Adani Ports and Special Economic Zone Limited Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009 Tel: +91-79-2555 5555 Fax: +91-79-2555 5500 Website: www.adaniports.com

Compliance Officer Mr. Kamlesh Bhagia Company Secretary & Compliance Officer Adani Ports and Special Economic Zone Ltd. Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 Email: [email protected]

Chief Financial Officer Mr. Deepak Maheshwari Chief Financial Officer Adani Ports and Special Economic Zone Limited Infrastructure House, Nr. Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 Email: [email protected]

Debenture Trustee IDBI Trusteeship Services Limited Asian Building Ground Floor, 17 R. Kamani Marg, Ballard Estate,Mumbai-400001 Phone No:+22 40807000 Fax No: +22 66311776 Contact Person: Mr. Rajesh Chandra E-mail: [email protected]

Registrar and Transfer Agent Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg,

Vikhroli (West), Mumbai-400083

Tel: +22-25963838, Fax: +22-25946969 Email id: [email protected]

India Ratings & Research Private Limited Address: 510-Sun Square, St. Xaviers College Road, Off C. G. Road, Near Nest/Klassic Gold Hotel, Navarangpura, Ahmedabad – 380 009, T/F: +91 79 4008 3500 Website: www.indiaratings.co.in

Auditors of the Company M/s Deloitte Haskins & Sells 19th Floor, “Shapath V”, Opp, Karnavati Club Road

S. G. Highway, Ahmedabad – 380 015,

Gujarat, India.

Phone No: 91 (0)79 6682 7320

Contact Person: Mr. Kartikeya Raval Website: www2.deloitte.com

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LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE List of disclosures to be filed along with the listing application to the stock exchange:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years audited and adopted Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories.

E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

G. An undertaking that permission / consent from the existing creditor for an exclusive /first or pari-passu charge being created, where ever applicable, in favour of the trustees to the proposed issue has been obtained.

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LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE

List of documents/disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years’ audited and adopted Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Financials as on 31st March, 2019 standalone and consolidated / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any;

E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two working days of their specific request.

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Date of Incorporation of the Issuer: 26th May, 1998 Business carried on by the Company and its subsidiaries We were incorporated as Gujarat Adani port Limited on May 26, 1998, and commenced phased operations at Mundra Port in October 1998 with commercial operations beginning in October 2001. We were initially promoted by Adani Port Limited and Gujrat Port Infrastructure Development Company Limited, an undertaking of Government of Gujrat. We entered into Concession agreement with the GMB and Government of Gujarat on February 17, 2001 pursuant to which we have been granted the right to develop and operate Mundra port located at Navinal Island in the Kutch region for a period of 30 years. Pursuant to an order of the High Court of Gujarat, Adani Port Limited merged with us with effect from April 1, 2003.Further, Mundra Special Economic Zone Limited (MSEZ) and Adani Chemicals Limited were merged with us with effect from April 1, 2006. In order to reflect the significance of the SEZ status and changing nature of our business, we changed our name from Gujarat Adani Port Limited to Mundra Port and Special Economic Zone Limited with effect from July 7, 2006.As a part of our branding exercise, in January 2012 name of the Company was changed to Adani Ports and Special Economic Zone Limited (APSEZ). The Company has subsidiaries involved in the business of ports, logistics, warehousing, grains storage (Silo) services, and special economic zone development. Business Overview

We are India’s largest private developer and operator of ports and related infrastructure (Source: India Infrastructure Report, 2019). We provide fully integrated marine, stevedoring, handling, storage, warehousing, transportation and other value-added logistics services. We have invested in port-based special economic zones (“SEZs”) and logistics/inland container depots (“ICDs”) in India. We have expanded our business from operating a single port at Mundra on the west coast of India to being a pan-Indian integrated logistics service provider operating nine ports/terminals and three ICDs. We are further expanding our capacities at a few of our existing ports and are also in the process of developing container terminals in the south of India. We also intend to continue exploring business opportunities, to cater to our growing business demand in India and outside India. The Company has subsidiaries involved in the business of ports, logistics, warehousing, grains storage (Silo) services, and special economic zone development.

With a total installed capacity of 394.8 mmtpa for handling a diverse cargo base including dry and liquid bulk, containers, crude and automobiles, we handled 223 mmt of cargo in Fiscal Year 2020 and 208 mmt mmt of cargo in Fiscal Year 2019. We believe that we are India’s benchmark to global ports in terms of strengths, capacities and operations.

Our total income for Fiscal Years 2018, 2019 and 2020 was INR 12,333.89 Crore, INR 12,287.78 Crore, INR 13,734.42 Crore respectively. Our profit for the year attributable to equity holders of the parent for Fiscal Years 2018, 2019 and 2020 was INR 3,673.62 Crore INR 3,990.22 Crore and INR 3763.13 Crore, respectively.

Competitive Strengths

Company believes it has the following competitive strengths:

Pan-India presence, strategic locations with advantageous natural characteristics.

Successful track record of project development and execution.

Extensive dedicated infrastructure around our ports allowing us to have better connectivity.

Fully integrated port and logistics services provider for diverse range of cargo.

Long-standing relationships with customers and strong business partnerships.

Experienced senior management team. Company’s key strategies are set out below:

Asset identification and optimization.

Achieving synergies with our chain of ports to cater to India’s international trade.

Business development and operations specifically tailored across the various strategic business units.

Customer centricity through customized solutions.

14

Asset Overview:

We have developed and operate seven bulk terminals, eight container terminals, three coal terminals and two single-point mooring facilities that together allow us to provide port services for dry and liquid bulk (including coal), container, crude oil and other cargo.

On the west coast of India, we have developed and operate a port at Mundra Port, where we have five container terminals, three of which are being operated under separate joint venture agreements with MSC and CMA CGM, one on a standalone basis and one is being operated by a global container terminal operator; a dry bulk terminal at Dahej Port; a multi-purpose terminal and a container terminal at Hazira Port; a coal handling terminal at Murmugao Port; and a bulk cargo terminal at Kandla Port.

Mundra Port, Dahej Port and Hazira Port are capable of handling capesize vessels. Mundra Port is the largest commercial port in India by volume, and in Fiscal Year 2020 it handled 139 mmt of cargo. Mundra Port can currently handle dry and liquid bulk, containers, roll-on-roll-off commodities and will soon be equipped to handle liquefied natural gas (“LNG”) and liquefied petroleum gas (“LPG”) cargo. We have developed an extension to container terminal 3 and container terminal 5, at the south basin of Mundra, which is operated by AICTPL, a joint venture with MSC. We have also developed another terminal, container terminal 4, which is operated by ACMPTL, a joint venture with CMA CGM. In addition, we provide other services, including infrastructure, leasing and logistics services at Mundra Port and through its surrounding infrastructure, including the Mundra SEZ which we have developed and operate and which is one of the largest operating port-based multi-product SEZs in India.

Hazira Port, also on the west coast of India, is located in Gujarat. It is a multipurpose port and is equipped to handle dry and liquid bulk and container cargo. The Hazira Port has a geographical advantage to serve the well-developed industrial hinterland of Gujarat and Maharashtra. The Dahej Port is a dry bulk terminal located in the south of Gujarat and offers opportunities to handle a variety of dry bulk commodities, such as coal, iron ore, fertilizers and steel. Our bulk terminal at the Kandla Port, Tuna also offers similar facilities of handling dry bulk commodities for our customers. In addition, we have a dedicated coal terminal at the Murmugao Port. Each of our ports/terminals on the west coast of India is strategically located to serve the hinterland efficiently. We are in the process of evaluating new business opportunities for brownfield and greenfield port expansions on the west coast.

On the east coast of India, we operate coal handling terminals at Dhamra Port and Vizag Port, which are also capable of handling capesize vessels. The Dhamra Port handles dry cargo and we are in the process of developing an LNG terminal at this port. We also intend to develop this port as a multi-purpose port and add LPG terminals there. At Vizag Port, we have developed a coal terminal.

On the southern coast of India, we have completed the construction of a container terminal at Ennore Port, which eases the congestion at the other ports in the city of Chennai, Tamil Nadu. To cater to the markets in the states of Tamil Nadu, Andhra Pradesh and Karnataka, we acquired the Kattupalli Port. We currently handle container and dry cargo commodities at the Kattupalli Port and we are developing a new terminal to facilitate the handling of liquid cargo. We have also signed a concession agreement to develop a deep water container handling terminal at the Vizhinjam Port in the state of Kerala.

Our port services include marine, intra-port transport, storage and handling, evacuation and other value-added services for a diverse range of customers, primarily terminal operators, shipping lines and agents, exporters, importers and other port users. We offer comprehensive end-to-end logistics solutions for handling a wide range of cargo through our wholly-owned Subsidiary, Adani Logistics, to complement our port facilities. We are also the first privately owned Indian port operator to be awarded a seat at the C40 World Ports Climate Conference. Our ICDs help ports expand their hinterland connectivity. Our private rakes and strategic alliances help in pan-India cargo movement while our contract logistics solutions help customers deliver a reliable first mile-last mile experience. In order to further create value for our customers, we are investing in hinterland logistics parks, rail wagons and other logistic-related infrastructure.

Our total cargo volume handled for all of our operating ports increased to 223 mmt in Fiscal Year 2019 from 11.7 mmt in Fiscal Year 2006 (in which Mundra Port was our only operating port), representing a CAGR of 36% between Fiscal Years 2006 and 2020. Our total cargo volume handled for all of our operating ports was 180.0 mmt in Fiscal Year 2018, 207.7 mmt in Fiscal Year 2019 and 223 mmt in Fiscal Year 2020.

Our total cargo volume handled represents 15%, 16%, and 17% for Fiscal Year 2018, Fiscal Year 2019 and Fiscal Year 2020 respectively of all india ports total cargo.

15

Description of Business:

We provide port and logistics services for various cargos, including dry and liquid bulk, container, crude oil and other cargo, with a focus on container, crude oil and coal (which is a dry bulk) cargo. We currently operate 18 terminals with 47 berths and two single-point mooring facilities at Mundra Port, Dahej Port, Hazira Port, Murmugao Port, Kandla Port, Dhamra Port, Vizag Port, Kattupalli Port and Ennore Port. We have completed the development of a berth at Dhamra Port, a container terminal with two berths at Ennore Port in Tamil Nadu, acquired a container terminal at Kattupalli Port and developing a deepwater multi-purpose port with two berths at Vizhinjam Port. We have also developed and operate three ICDs at Patli, Haryana, and Kishanghar, Rajasthan, which provide us with a strategic presence in the northern hinterland of India and we operate two EXIM yards at the Mundra and Hazira Ports. Our operational port facilities and logistics facilities are set out below as at 31 March 2019:

Port Name Mundra Dahej Hazira Dhamra

Murmugao

Vizag Kandla Ennore Kattupalli ALL Total

Hinterland

North, Western

and Central India

North, Western

and Central India

North, Western

and Central India

North-eastern,

Eastern and South-eastern

India

Lower Western

India

Lower Eastern

India

North， Western

and Central

India

Eastern and

Southern India

Eastern and

Southern India

Pan-India

Capacity (MMT)

Bulk 98 14 15 45 5 6 14 - - - 198 Crude 40

- 40

Container (MMT)

98

15

12 18 3 144

Liquid 13

13 Container (mn TEUs)

7

1

1 1 0 10

Current (MMT) 249 14 30 45 5 6 14 12 18 3 395

-

- -

Trial Runs TEUs - - - - - - - - - - - Trial Runs (MMT)

- - - - - - - - - - -

LNG 5

- 5 LPG 4

9

13

Container (MMT) Bulk

- -

Container (mn TEUs)

1

- 1

Under Development (MMT)

9 - - - - - - 9 - - 18

Total Capacity 267 14 30 45 5 6 14 30 18 3 431

16

Status Operational Operational Operational Operational Operation

al Operation

al Operation

al Operational Operational

Operational

Opportunity to expand

Yes Yes Yes Yes No No No No Yes Yes

Maximum Draft (metres)

18 14 14 18 14 15 16 17 18 -

17

Port Name Mundra Dahej Hazira Dhamra

Murmugao

Vizag Kandla Ennore Kattupalli ALL Total

Hinterland

North, Western

and Central India

North, Western

and Central India

North, Western

and Central India

North-eastern,

Eastern and South-eastern

India

Lower Western

India

Lower Eastern

India

North， Western

and Central

India

Eastern and

Southern India

Eastern and

Southern India

Pan-India

Berth Length (metres)

7,605 427 1,858 1,548 300 280 1,180 730 710 - 14,638

Fully Mechanised

P P P P P P P P P -

Revenue Share Nil Nil 3%> 10 years

currently 8%

0.20 0.40 0.25 0.37 currently

3% -

Bulk Handling Equipments (cranes)

26 4 4 8 2 2 4

- - 50

Staker and Reclaimers

9 3 - 9 1 2 - - - - 24

RMQs 32 - 6 - - - - 4 6 - 48 RTGs 104 - 14 - - - - 12 15 - 145 Conveyors (in km)

57 10 2 18 3 2 10 - - - 101

Railway Lines (in km)

225 8 - 67 - - 6 2 - 18 326

Locomotives 6 2 - 7 1 - - - - - 16 Rakes - - - - - - - - - 30 30 Silos Storage (number)

5 2 - 4 1 1 - - - 70 83

Tankages (KL) 4,63,000 - 4,27,000 - - - - - - - 8,90,000 Bulk Storage Area (sq m)

14,45,453 2,65,616 3,89,940 4,65,934 41,500 66,695 2,26,704 - 2,93,408 10,10,841 42,06,091

Container Slots (TGS)

31,884

3,381

4,000 5,120 7,000 51,385

Single-Point Moorings

2 - - - - - - - - - 2

Berths 26 2 6 4 1 1 4 1 2 - 47 Terminals 9 1 2 1 1 1 1 1 1

18

Dredgers(Not allocated Port-wise)

- - - - - - - - - - 18

18

Tug 11 2 5 4 - - - - 2 - 24

No. of logistic parks

3 3

Tariff Fixation Commercial

ly Negotiated

Commercially

Negotiated

Commercially

Negotiated

Commercially

Negotiated Regulated Regulated Regulated

Commercially

Negotiated

Commercially

Negotiated

Commercially

Negotiated

*1 mn TEUs is equal to 14.28 mmt.

Private & Confidential – For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

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Key Demand Drivers

Improved Intermodal Logistics and Infrastructure A port’s success is increasingly dependent upon the quality of infrastructure in and around the port, including road and rail connections, and on how well a port is able to handle the logistics of moving cargo from the port onto shore. Last mile connectivity to the ports is one of the major constraints in smooth movement of cargo to/from the hinterland in India. According to the Ministry of Shipping of the GOI, around 87% of Indian freight uses either road or rail for transportation of goods. A significant share of this cargo experiences “idle time” during its transit to the ports due to capacity constraints on highways and railway lines connecting ports to production and consumption centers. According to Sagarmala (Ministry of Shipping), the main challenges to port connectivity in India are underleveraging of domestic waterways, severely constrained rail infrastructure along key routes, sub-optimal modal mix for container freight, poor connectivity to west coast ports through the Western Ghats, lack of coordinated end to end planning for bulk logistics and constrained last-mile connectivity between ports and key industrial hinterlands. In 2018, the Ministry of Railways introduced the General-Purpose Wagon Investment Scheme to meet the long-term demand from railway freight wagon users for better and more timely availability of General Purpose Wagons (“GPW”). The scheme opens private investment in GPW and allows investors to procure wagons that can move multiple commodities, including coal, without the need for any specific approval from the Ministry of Railways for carriage of the commodity in that wagon. Furthermore, the development of intermodal routes has increased inter-port competition for ship calls and cargo. It has also reduced the relative importance of any one port in the logistics chain. As private transport companies integrate their services across modes and as shipping lines become more concerned with the landside delivery of cargo, a port’s customer base has expanded from individual shippers and consignees to include forwarders and transport companies. The modal options available at ports have become a major selling proposition in attracting business.

External Trade Indian ports handle approximately 90% of India’s merchandise trade (by volume) thus contributing significantly to India’s external trade. India’s total external trade grew at a CAGR of 10.6% from Fiscal Year 2010 to Fiscal Year 2018 in local currency terms boosted by growth in both exports and imports. According to the Ministry of Commerce and Industry of the GOI, India’s total external trade grew to Rs 50 trillion in Fiscal Year 2018 with total exports of Rs 20 trillion and imports of Rs 30 trillion. For the first 11 months of Fiscal Year 2019 (April 2018 to February 2019), total exports and total imports numbers reached Rs 21 trillion and Rs 33 trillion respectively, highlighting a consistent growth pattern

India EXIM Trade (Rs Tn)

Source: Ministry of Commerce & Industry, GOI

Coastal Shipping

Coastal shipping is the movement of cargo and passengers by sea (for domestic transportation) along the coast within India without cross regional boundaries. India has a coastline spanning over 7,517 km, with

13 Major and over 205 Non-Major Ports across the coastline. Despite having an extensive network of inland waterways in the form of rivers, canals, backwaters and creeks freight transportation by waterways is highly under-utilized.



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According to the Ministry of Shipping of the GOI, although water-borne transport is much safer, cheaper and cleaner compared to other modes of transportation, it accounts for less than 6% of India’s modal split, which is significantly less than that in developed economies and some of the developing economies such as China (47.0%), the United States (12.4%) and Japan (34.0%).

According to the Ministry of Shipping of the GOI estimates, approximately 19% of volumes handled by Indian ports in Fiscal Year 2018 are coastal volumes. The Ministry of Shipping of the GOI estimates that coastal shipping traffic of about 180-200 mmtpa can be achieved from current and planned capacities across coal, cement, iron and steel, food grains, fertilizers, and POL by 2025. Additionally, about 135 mmtpa of cargo is expected to be moved via inland waterways by 2025.

Coastal Shipping Volume (mmt)

Source: Ministry of Commerce & Industry, GOI

The GOI has also taken various initiatives for promotion of coastal shipping such as Sagarmala, dedicated

coastal berths in Major Ports, financial assistance to State Government for coastal berth, concession

in cargo related and vessel related charges to the extent of 40%, etc.

To further encourage coastal shipping relaxation in cabotage laws have been made. Cabotage refers to

transport of goods or passengers between two places in the same country by a transport operator from

another country. Post the relaxation of cabotage laws, foreign carriers can carry containers between

Indian ports without any specific license. Also, Indian ports can now attract cargo that originates from

and is destined for a foreign country.

Transshipment

In Fiscal Year 2018, transshipments accounted for 12% of the 15.4 million TEUs handled in India. The

share of transshipment volumes handled at west coast ports was 8% of total western port

container volumes, while that at east coast ports was higher at 23% of total eastern port container

volumes. In recent years, private ports have built up capabilities to capture a share of India’s EXIM

volumes that are transshipped from foreign ports. Improving infrastructure, competitive pricing and

relaxation in cabotage rules are some key factors that have been vital in positioning private players to

capture transshipment volumes.

In Fiscal Year 2018, 3.1 million TEUs of India’s EXIM volumes were transshipped from foreign ports. Of

this, Colombo, Singapore, Malaysia and Jabel Ali accounted for 42%, 15%, 8%, and 3% of the volumes

respectively. On the back of the relaxation of cabotage laws in May 2018 and the current scenario of idle

capacity at Indian ports, it is expected that some of these volumes will flow back to transshipment

hubs in India.

Containerization

Major global ports, including those in India, have had to adapt to a dramatic expansion in the trade of

containerized cargo. In India, container cargo traffic has increased significantly from its inception in

the 1970s. This increase has been driven primarily by engineering goods imports, textile exports and

increased containerization of goods, and has required a commensurate increase in the handling

capacity at Indian ports and improvement of in-port and evacuation logistical operations.



21

Increasing containerization has also presaged the emergence of larger ships, which have become a

competitive differentiator in the shipping and port industry and necessitated the development of ports

that can accommodate larger ships.

Despite the increase, according to 2017 data from the World Bank, India still ranks 13th in container port

traffic behind other smaller Asian and developing countries such as Singapore, Japan, Malaysia and

Indonesia. Strong container volume growth potential exists in India, driven by the potential increase in

share of manufacturing, the ongoing surge in transshipment volumes and incremental containerization

opportunities.

Increasing Foreign Direct Investment (“FDI”)/Private Sector Participation

The ports sector in India has received a cumulative FDI of US$1.64bn between April 2000 and June 2018.

Strong growth potential, a favourable investment climate and incentives provided by the Government

have encouraged domestic and foreign private players to enter the Indian ports sector.

Such initiatives include allowing FDI up to 100% under the automatic route for projects related to the

construction and maintenance of ports and harbours, as well as a 10-year tax holiday to enterprises

engaged in the business of developing, maintaining and operating ports, inland waterways and inland

ports.

Private ports enjoy price flexibility, as the Government allows Non-Major ports to determine their own

tariffs in consultation with the state maritime boards.

The Government has laid down guidelines for private sector participation in the port sector. The following

areas have been identified:

Leasing out assets of the port;

Construction and operation of container terminals, multipurpose cargo berths and specialized

cargo berths, warehouse, storage facilities, tank farms, container freight stations, setting up

captive power plants etc.;

Leasing of equipment for cargo handling and leasing of floating crafts from private sector;

Pilotage; and Captive facilities for port-based activities.

Industry Overview

Indian Port Industry India is one of the largest economies in the world, ranking seventh largest in the world by nominal GDP

(US$2.72 trillion) and the third largest by purchasing power parity (US$10.51 trillion) in 2018, according

to the International Monetary Fund. The port sector plays an important role in the overall economic

development of the country, handling approximately 90% of India’s merchandise trade (by volume)

(source: Sagarmala, Ministry of Shipping).

India’s port industry has grown exponentially from five ports, handling cargo traffic tonnage of around 20 mmt per year at the time of independence, to the current 13 ports which fall under the jurisdiction of the GOI (“Major Ports”) and approximately 205 Non-Major Ports which fall under the state governments’ jurisdiction (“Non-Major Ports”), handling 1,339 mmt of cargo in Fiscal Year 2020 (source: Ministry of Shipping of GOI).

Competitive Advantages

Over the years, Indian ports have leveraged several key competitive advantages.

Natural geographical advantage

The Indian port sector benefits from the natural geographical advantage that India possesses.

According to the Indian Ports Association and the Ministry of Shipping, India has an extensive

coastline of 7,517 kilometers (excluding the Andaman and Nicobar Islands), interspersed with more

than 212 ports (including Major and Non-Major Ports). Cargo ships often sail between East Asia and



22

America, Europe and Africa pass through Indian territorial waters, providing Indian ports with a unique

geographical advantage.

Strong macroeconomic fundamentals

India’s real GDP has grown at an average rate of over 7.1% per annum from 2012 to 2018, led by increased

domestic consumption and infrastructure spending. The International Monetary Fund (“IMF”) estimates

7.7% real GDP Compound Annual Growth Rate (CAGR) for India over 2018 to 2023, making it one of the

fastest growing economies in the world. The below chart sets out expected growth rates in GDP per

capita over 2018 to 2023 for select countries.

Real GDP Growth (CAGR 2018-2023E) of Key Economies

Source: Indian Monetary Fund

Note: GDP at Constant Prices in National Currency

India’s economic growth has been quite resilient over the years and majorly dependent on its own domestic

consumption. India is the second most populated country in the world with a large portion of its population

forming part of the working age group. According to the ‘CIA — The World of Factbook, as of July 2018, 44.8% of

India’s population was under the age of 25 years (while the global average was 41.1%) with another 41.2%

between the age of 25 to 54 years.

Strong domestic consumption has consistently been a major contributor to India’s GDP. According to the Ministry

of Statistics and Program Implementation, Private Final Consumption Expenditure (“PFCE”), which is defined as

the expenditure incurred on final consumption of goods and services by the resident households and non-profit

institutions serving households, has grown at a CAGR of 7.0% from Fiscal Year 2018 in-line with India’s overall

GDP growth. India’s PFCE has been consistently over 56% of its total GDP during the same period highlighting its

strong domestic consumption story. On the back of the India’s strong economic growth and domestic

consumption, there has been rising energy demand.

According to the Ministry of Petroleum and Natural Gas (India), India’s oil import dependence (on a volume basis)

reached 82.9% in Fiscal Year 2018 from 80.6% in Fiscal Year 2016. The country’s oil consumption grew from

184.7 mmt in Fiscal Year 2016 to 206.2 mmt in Fiscal Year 2018. With consumption growing at a brisk

pace and domestic crude output remaining stagnant, the Ministry of Petroleum and Natural Gas expects India’s

dependence on imports to reach 83.7% in Fiscal Year 2019. Ports in India have benefitted from Petroleum, Oil

and Lubricants (“POL”) traffic which contributed 33.7% to the total cargo in Fiscal Year 2018

According to the Ministry of Coal of the GOI, coal accounts for 55% of India’s energy need. The steady demand for

energy and coal in India is further reflected in the increasing coastal movement of coal over the years. According

to data from the Ministry of Shipping, coastal shipping traffic of coal at Major Ports increased by 0.4% while at

Non-Major Ports increased by 9.7% between Fiscal Year 2017 and Fiscal Year 2018. Coal traffic contributed 22.6%

to the total cargo for Indian ports in Fiscal Year 2018.

Apart from POL and coal, India’s requirement for natural gas also continues to increase significantly. According to

the Petroleum and Natural Gas Regulatory Board (“PNGRB”), India is the fourth largest LNG importer after Japan,

China and South Korea with natural gas contributing about 6% to India’s overall energy mix in 2017.



23

Types of Ports — Major and Non-Major

According to the Ministry of Shipping, Indian ports are classified as either “Major Ports” or “Non-Major Ports”, a

distinction rooted in the level of control and governance of the port, not the capacity or cargo traffic. There are

13 Major Ports and approximately 205 notified Non-Major Ports across India.

The following map shows the location of Major Ports and some of the Non-Major Ports in India:

Major Ports are typically ports with a combination of dedicated bulk terminals, specialized container terminals

and general cargo berths.

According to the Ministry of Shipping, Major Ports are under the jurisdiction of the GOI and are governed by the

Major Port Trusts Act, 1963; except Ennore Port which is administered under the Companies Act, 1956. Under the

Major Port Trust Act, all administrative and financial matters of each Major Port (except for Ennore Port) are

overseen by a Board of Trustees, with the appointment of the Chairman of each Major Port by the GOI.

The Board of Trustees has effective ownership of and control over all port assets and liabilities and is empowered

to handle all port administration and operations, including the power to enter into all contracts with respect to

various works and services to be provided by the port and to control all financial matters, including budget

management, revenues and investment-related activities of the port. The Board of Trustees must submit all

port-related revenues and expenditures to the GOI, which are subject to scrutiny of the Comptroller and Auditor

General of India.

Non-Major Ports are typically privately-run commercial ports, which provide ports and related services for various

types of cargo including bulk, containers and crude, or captive ports for certain business (which does not serve

third parties or commercial cargo).

These ports are governed by the Indian concurrent list of the Constitution and are administered under the Indian

Ports Act. At the state level, the department in charge of ports or the state maritime board (created through state

legislation as in the case of Gujarat) is responsible for formulating policies and plans concerning waterfront

development, regulating and overseeing the management of state ports, attracting private investment in state

ports and enforcing environmental protection standards. Maritime boards have so far been constituted only in

Gujarat, Kerala, Maharashtra and Tamil Nadu.



24

Government Policy Support

Sagarmala Initiative

The Sagarmala Project, launched in March 2015, is the flagship program of the GOI to promote port-led

development in India and to provide infrastructure to transport goods to and from ports quickly,

efficiently and cost-effectively.

The Sagarmala Project aims to reduce logistics costs for exports and imports as well as domestic trade

with minimal infrastructure investment. The Sagarmala initiative will achieve this by focusing on four

main strategies:

Reducing the cost of transporting domestic cargo through optimizing modal mix;

Lowering logistic costs of bulk commodities by locating future industrial capacity near the coast;

Optimizing time/cost of EXIM container movement; and

Improving export competitiveness by developing port proximate discrete manufacturing

clusters.

Dedicated Freight Corridor

The Ministry of Railways of the GOI is implementing a Dedicated Freight Corridor (“DFC”) project under which it

proposes to undertake planning and development, mobilization of financial resources and construction,

maintenance and operation of the DFCs.

The key mission of the Dedicated Freight Corridor Corporation of India Ltd (“DFCCIL”) includes:

Building a corridor with appropriate technology that enables Indian railways to regain their market share

of freight transport by creating additional capacity and guaranteeing efficient, reliable, safe and cheaper

options for mobility to their customers;

Setting up multimodal logistic parks along the DFC to provide complete transport solution to

customers; and

Supporting the Government’s initiatives toward ecological sustainability by encouraging users to adopt

railways as the most environmentally friendly mode for their transport requirements.

The project currently consists of two corridors, the Eastern Corridor and the Western Corridor. The two routes

cover a total length of 3,360 kilometres with the Eastern DFC stretching from Ludhiana in Punjab to Dankuni in

West Bengal and the Western DFC from Jawaharlal Nehru Port in Mumbai to Dadri in Uttar Pradesh.

On the back of the expected rise of demand for rail from the DFCs, the Special Freight Train Operator Scheme

was launched in the year 2010 and substituted in 2018. According to the Ministry of Railways, the policy was

launched with the view to increase rail share in transportation of non-conventional traffic like molasses, fly ash,

edible oil, caustic soda, chemical, petrochemicals, alumina & bulk cement. The policy provides an opportunity to

logistic service providers or manufacturers to invest in wagons and use advantages of rail transport to tie up with

end users and market the train services owned by them for rail transport.

Model Concession Agreement for PPP Projects

According to the Ministry of Shipping of the GOI, a Model Concession Agreement (“MCA”) has been finalized to

bring transparency and uniformity to contractual agreements that Major Ports would enter into with selected

bidders for projects under the Build, Operate and Transfer (“BOT”) model. In January 2018, a revised MCA was

approved by GOI to make Major Ports in India more investor friendly and make the investment climate in the port

sector more attractive Some of the salient features of the revised MCA provide for relaxed exits, expansion, lower

charges for land use based on each container, a cheaper dispute resolution mechanism and an online complaint

portal for users.

Other GOI Initiatives

The Ministry of Shipping of the GOI published the Maritime Agenda 2010-2020, which identifies key areas of

attention for the GOI. The Maritime Agenda 2010-2020 focuses on implementing an agenda, with specific and

general aims, buttressed by a philosophy of increasing private sector participation.



25

The agenda includes a number of specific aims, including the development of two new Major Ports on each of the

west and east coasts of India, developing two “hub” ports, on each of the west and east coasts of India, full

mechanization of cargo handling and movement, ensuring that all Major Ports and “hub” ports have drafts of no

less than 14 meters and 17 meters, respectively, and identifying and implementing projects for rail, road and

inland waterway connectivity to ports. “Hub” ports are intended to be key focus ports on the coasts with deep

drafts, less need for dredging, strategic locations and the potential to reduce total transport costs through a “hub

and spoke” model. The agenda also includes broader policy measures, including the development and

implementation of new policies for land for Major Ports, captive berths, dredging, shifting transshipment of Indian

containers from foreign ports to Indian ports, fostering cooperation and competition among Indian ports and the

creation of a sovereign entity, now named Indian Ports Limited, to invest in port infrastructure internationally.

According to the Ministry of Shipping, the GOI has also allowed foreign direct investment of up to 100% under the

automatic route for projects related to the construction and maintenance of ports and harbors. The GOI intends

for the private sector to invest in these projects primarily on a private partnership, build-operate-transfer or build-

own-operate-transfer basis. To facilitate investment and transparency, the Department of Shipping has released a

model documentation, including requests for proposals, requests for quotations and concession agreements.

SEZs are being developed in close proximity to several ports, thereby providing strategic advantage to industries

within these zones.

Other State Government Initiatives

The government of Gujarat has proactively developed Non-Major Ports on its coastline, beginning with

implementing a comprehensive Integrated Port Policy in 1995, which focused on pursuing vertically integrated

development of both its ports and industrial base. The GMB, which is the government of Gujarat’s regulatory body

responsible for maritime oversight, has selected 10 sites for greenfield development of new ports, six of which are

to be developed through private investment, and four through joint development. The government of

Maharashtra has also implemented several policy initiatives for port development, while implementing policy

guidelines for captive terminals.

Changes to Tariff Regime

Since 2005, tariffs at Major Ports have been set by the TAMP. The Ministry of Shipping of the GOI proposed a

new tariff regime, pursuant to which the Major Ports Regulatory Authority and the respective state port

regulatory authorities would regulate tariffs in Major Ports and Non-Major Ports, respectively. The Ministry of

Shipping of the GOI proposed the deregulation of tariffs, instead allowing port operators to implement a fixed

market-linked tariff to attract private sector investment. Under this regime, TAMP will set a reference tariff based

on minimum efficiency standards for ports, such as turnaround time, average output per ship berth day and

average idle time. The reference tariff will be indexed to inflation, and TAMP will implement a new reference

tariff every five years. Reference tariffs, and pricing, will thus be determined by the availability of port facilities

(e.g., minimum waiting time), quality of services rendered (minimum turnaround time, port security and quality of

evacuation infrastructure) and competition.

Cargo Traffic at Indian Ports

Overall Cargo Traffic

According to data from the Ministry of Shipping of the GOI, Indian ports handled 1,209 mmt cargo in Fiscal

Year 2018 reflecting a CAGR of 4.8% compared to 834 mmt of cargo in 2010. Cargo traffic tonnage

handled at Major Ports increased to 679 mmt in Fiscal Year 2018 from 561 mmt in Fiscal Year 2010 by a

CAGR of 2.8%. During the same period, Non-Major Ports increased by a CAGR of 7.9% handling 530 mmt of

cargo in Fiscal Year 2018 compared to 289 mmt in Fiscal Year 2010. Non-Major Ports are gaining market

share and a substantial portion of traffic has shifted from Major Ports to Non-Major Ports. The

contribution of Non-Major ports’ traffic to total traffic is expected to rise to approximately 45% in Fiscal

Year 2019.

The commodity composition of the total traffic at Indian ports has shown marginal changes over the years with

POL and its products continuing to be the single largest commodity handled by the ports (33.7%) followed by coal



26

(22.6%) in Fiscal Year 2018. Contribution from iron ore has fallen significantly from 17.9% in Fiscal Year 2010 to

6.4% in Fiscal Year 2018, with the contribution largely being replaced by an increased contribution from coal.

In terms of states, Gujarat has emerged as the premier maritime state in terms of port traffic and accounted

for 39.8% of the total cargo handled at Indian ports. It is also worth noting that approximately 70% of the

cargo handled by Non-Major Ports pertains to the State of Gujarat. In terms of total port traffic, Gujarat

is followed by Maharashtra, Andhra Pradesh, Odisha and Tamil Nadu with their respective shares of

13.8%, 12.4%, 10.3% and 9.9% respectively in India’s total seaborne traffic.

Cargo Traffic at Major Ports

Major Ports handled approximately 56% of the total maritime freight traffic of India during Fiscal Year 2018.

Traffic handled at the Major Ports during the last decade has been increasing over the years, except in Fiscal Year

2013, in tandem with the economic activity and volume of trade turnover.

Cargo traffic volumes handled by Major Ports registered a CAGR of 2.8% over Fiscal Year 2010 to Fiscal Year

2018, driven by strong growth in coal and containers. While POL, coal and container volumes witnessed growth,

fertilizer and iron ore volumes declined.

Port-wise analysis of the traffic growth indicates that Haldia Dock Complex (included in Kolkata below) recorded the highest growth of 18.6% during 2017-18 followed by Paradip Port (14.7%). Other Major Ports like Murmugao Port, V.O. Chidambaram and Mumbai have recorded a negative growth rate of 18.9%, 4.9% and 0.4% respectively. Cargo Traffic at Non-Major Ports

Non-Major Ports in India handled 529.1 mmt of traffic during Fiscal Year 2018 as compared to 485.1 mmt of cargo

handled in Fiscal Year 2017, representing a year-on-year growth in traffic of 9% as compared to 4% growth

registered in Fiscal Year 2017. Non-Major Ports handled approximately 44% of the total maritime freight traffic of

the country during Fiscal Year 2018.

POL was the single largest commodity handled at non-Major Ports in Fiscal Year 2018, followed by coal (27%) and

containers (14%).

Gujarat accounted for approximately 70% of the total traffic handled by Non-Major Ports followed by Andhra

Pradesh (17%) and Maharashtra (7%). These three maritime states together accounted for close to 94% of the

total estimated traffic by the Non-Major Ports in Fiscal Year 2018.

Recent Developments

Joint Venture with Total SA

In April 2019, we entered into a strategic partnership with Total SA, a French multinational integrated oil

and gas company, to set up a 50:50 joint venture, Adani Total Private Limited (formerly known as Adani

Petroleum Terminal Private Limited). The objective of this partnership is to jointly develop regasification

capacity by developing LNG projects and marketing fuel retail. Initially, the joint venture will invest in

two LNG projects: (i) 100% stake in Dhamra LNG Terminal Private Limited, an LNG terminal which is under

development on the east coast of India with 5 mmtpa capacity, and (ii) up to 50% stake in GSPC LNG

Limited, an LNG terminal under development on the west coast of India.

New Financing Arrangements

To partly finance the construction of the 5 mmtpa land-based LNG terminal at the Dhamra Port, Dhamra

LNG Terminal Private Limited, a wholly-owned Subsidiary of Adani Petroleum Terminal Private Limited,

entered into a term loan credit facility with Standard Chartered Bank for an aggregate amount of US$600

million on 29 April 2019.

Further during July 2019, we have issued USD 750 million Senior Unsecured Notes due 2029 and refinanced

the USD 650 million Senior Unsecured Notes issued in July 2015 due in July 2020 with USD 650 million Senior

Unsecured Notes due 2024.



27

Development of a greenfield port terminal in Myanmar

Adani Yangon International Terminal Company Limited, our wholly-owned Subsidiary, entered into a

build, operate and transfer agreement dated 23 May 2019 with MEC to develop and operate a

greenfield port terminal at the Yangon Port, Myanmar. This marks our first port development project

outside India. We expect to develop a port terminal of 0.8 million TEU in two phases, and expect to

start construction current fiscal year with an estimated completion timeline of approximately two years.

The agreement has an initial term of 50 years, with the option to extend for two consecutive 10-year

terms by obtaining permission from the Myanmar Investment Commission.

Buy-back of equity shares

In June 2019, our Board approved the proposed buy-back of up to 39,200,000 of our Equity Shares (constituting approximately 1.89% of our total paid-up equity share capital) from our equity shareholders as of the Record Date, at a price of INR 500 per Equity Share for an aggregate amount not exceeding INR 1,960.0 Crore. After receipt of SEBI’s approval is has been completed by September 30, 2019.

New shareholder return policy

In June 2019, we revised our shareholder return policy to align it with our long-term strategic growth

objectives. Under the new policy, we aim to pay a stable annual dividend, in the form of a dividend or

capital return (buy-back) or a combination of both, of approximately 20%-25% of our profit after tax of

the relevant financial year. We also aim to maintain a net debt to EBITDA range of 3.0x to 3.5x. Lastly,

we intend to declare an additional dividend, in the form of a bonus dividend or capital return (buy-back)

or a combination of both in addition to our annual dividend policy. We believe this form of distribution

will optimize returns for our shareholders.

Acquisition of Krishnapatnam Port Company Ltd. (KPCL) by Adani Ports and SEZ Limited (“APSEZ”) Adani Ports and Special Economic Zone Limited (“APSEZ”), will be acquiring a controlling stake of 75% from the existing shareholders of KPCL. KPCL is located in the southern part of Andhra Pradesh, the state with the second largest coastline of in India, and is a multi-cargo facility which handled 54 MMT in FY19. Given the best-in-class infrastructure and the distinct hinterland catered by KPCL, this acquisition will not just increase our market share to 27% but also add remarkable value to our pan-India footprint.



28

Corporate Structure

Details of the holding of the Promoter in the Issuer as on 31st March 2020:

SN No. of shareholder Total no. of

equity shares No. of shares in demat form

Total shareholding as % of total no. of equity

shares

Encumbered Shares

% of shares pledge with

respect to

shares owned

1

Gautambhai Shantilal Adani & Rajeshbhai Shantilal Adani (On behalf of S. B. Adani Family Trust)

79,93,53,935 79,93,53,935 39.34 70,82,87,121 88.61

2 Adani Tradeline LLP 13,81,93,549 13,81,93,549 6.80 3,47,71,447 25.16

3 Worldwide Emerging Market Holding Limited

7,77,56,181 7,77,56,181 3.83 0 0

4 Universal Trade And Investments Limited

7,95,41,248 7,95,41,248 3.91 0 0

5 Afro Asia Trade and Investments Limited

8,99,45,212 8,99,45,212 4.43 0 0

6 Emerging Market Investment DMCC

8,41,79,195 8,41,79,195 4.14 0 0

7 Flourishing Trade and Investment Limited

66,84,620 66,84,620 0.33 0 0

8

Rajeshbhai Shantilal Adani & Shilin Rajeshbhai Adani (on behalf of Rajesh S. Adani Family Trust)

30,000 30,000 0.00 0 0

9 Gautambhai Shantilal Adani 1 1 0.00 0 0 10 Rajeshbhai Shantilal Adani 1 1 0.00 0 0 Total 1,27,56,83,942 1,27,56,83,942 62.79 74,30,58,568 58.25

List of Subsidiary Companies of Adani Ports and Special Economic Zone Limited as on 31st March 2020:

Sr No Name of the Company APSEZ 1 Karnavati Aviation Pvt. Ltd. 100% 2 MPSEZ Utilities Pvt. Ltd. 100% 3 Mundra International Airport Pvt. Ltd. 100% 4 Adani Vizag Coal Terminal Pvt. Ltd. 100% 5 Adani Warehousing Services Pvt. Ltd. 100% 6 Adani Hospitals Mundra Pvt. Ltd. 100% 7 Adani Ennore Container Terminal Pvt. Ltd. 100% 8 The Dhamra Port Company Ltd. 100% 9 Shanti Sagar International Dredging Pvt. Ltd. 100% 10 Adani Vizhinjam Port Pvt. Ltd. 100% 11 Adani Kattupalli Port Pvt. Ltd. 100% 12 The Adani Harbour Services Pvt. Ltd. 100% 13 Madurai Infrastructure Pvt. Ltd. 100% 14 Adani Murmugao Port Terminal Pvt. Ltd. 100% 15 Adani Kandla Bulk Terminal Pvt. Ltd 100% 16 Mundra International Gateway Terminal Pvt. Ltd. 100% 17 Adani Bhavnapadu Port Pvt. Ltd. 100% 18 Adinath Polyfills Pvt. Ltd. 100% 19 Marine Infrastructure Developer Pvt. Ltd 97% 20 Adani Petronet (Dahej) Port Pvt. Ltd. 74% 21 Mundra SEZ Textile and Apparel Park Pvt. Ltd. 49.88% 22 Adani Hazira Port Pvt. Ltd. (AHPPL) 100% 23 Hazira Infrastructure Pvt. Ltd. 100% of AHPPL



29

24 Adani Logistics Ltd. (ALL) 100% 25 Dermot Infracon Pvt. Ltd. 100% of ALL 26 Blue Star Realtors Pvt. Ltd. 100% of ALL 27 Dhamra Infrastructure Pvt. Ltd. 100% of ALL 28 Adani Logistics Services Pvt. Ltd.(ALSPL) 98.29% of ALL 29 Adani Forwarding Agent Pvt. Ltd. 100% of ALSPL 30 Adani Noble Pvt. Ltd. 100% of ALSPL 31 Adani Cargo Logistics Pvt. Ltd. 100% of ALSPL 32 Adani Logistics Infrastructure Pvt. Ltd. 100% of ALSPL 33 Adani NYK Auto Logistics Solutions Pvt. Ltd. 51% of ALL 34 Adani Agri Logistics (Samastipur) Limited 100% of ALL 35 Adani Agri Logistics (Darbhanga) Limited 100% of ALL 36 Adani Agri Logistics (Dahod) Limited 100% of ALL 37 Adani Agri Logistics Limited (AALL) 100% of ALL 38 Adani Agri Logistics (MP) Limited 100% of AALL 39 Adani Agri Logistics (Dewas) Limited 100% of AALL 40 Adani Agri Logistics (Harda) Limited 100% of AALL 41 Adani Agri Logistics (Hoshangabad) Limited 100% of AALL 42 Adani Agri Logistics (Satna) Limited 100% of AALL 43 Adani Agri Logistics (Ujjain) Limited 100% of AALL 44 Adani Agri Logistics (Panipat) Limited 100% of AALL 45 Adani Agri Logistics (Kannauj) Limited 100% of AALL 46 Adani Agri Logistics (Katihar) Limited 100% of AALL 47 Adani Agri Logistics (Kotkapura) Limited 100% of AALL 48 Adani Agri Logistics (Mansa) Limited 100% of AALL 49 Adani Agri Logistics (Bathinda) Limited 100% of AALL 50 Adani Agri Logistics (Moga) Limited 100% of AALL 51 Adani Agri Logistics (Barnala) Limited 100% of AALL 52 Adani Agri Logistics (Nakodar) Limited 100% of AALL 53 Adani Agri Logistics (Raman) Limited 100% of AALL 54 Adani Agri Logistics (Dhamora) Limited 100% of AALL 55 Adani Agri Logistics (Borivali) Limited 100% of AALL 56 Abbot Point Operations Pty Ltd. (APOPL) Australia 100% 57 Abbot Point Bulkcoal Pty Ltd. Australia 100% of APOPL 58 Adani International Terminals Pte Ltd (AITPL), Singapore 100% 59 Adani Yangon International Terminal Company Ltd, Myanmar 100% of AITPL 60 Adani Mundra Port Holding Pte Ltd (AMPHPL), Singapore 100% 61 Bowen Rail Operation Pte Ltd.,(BROPL) Singapore 100% of AMPHPL 62 Bowen Rail Company Pty Ltd., Australia 100% of BROPL 63 Adani Abbot Port Pte Ltd, Singapore 100% AMPHPL 64 Adani Pipelines Private Limited 100% 65 Adani Tracks Management Services Pvt. Ltd. 100% 66 Adani Mundra Port Pte Ltd, Singapore 100% AMPHPL



30

Key Financial Parameters for last three years (audited) (Amount in Rs Cr) Consolidated Financial Performance

Parameters For the Year ended March

31, 2020

For the Year ended March 31,

2019

For the Year ended March

31, 2018

For Non-Financial Entities

Net worth 25,843 24,748 21,218

Total Debt 29,463 27,188 21,432

- Non Current Maturities of Long Term Borrowing 26,181 19,883 20,629

- Short Term Borrowing 1,544 6,188 1

- Current Maturities of Long Term Borrowing 1,737 1,116 802

Net Fixed Assets 36,757 32,608 27,215

Non-Current Assets (incl. Deferred Tax) (Incl. Net FA) 47,384 41,896 33,088

Cash and Cash Equivalents 7,314 5,967 2,968

Current Investments 12 514 520

Current Assets (Including C&C Equivalents) 14,820 14,631 14,287

Current Liabilities 7,696 10,352 4,009

Total Revenue 13,734 12,288 12,334

EBITDA 9,427 8,430 8,156

EBIT 7,746 7,056 6,968

Interest 1,813 1,385 1,495

PAT 3,785 4,045 3,690

Dividend amounts including DDT 845 505 324

Gross debt/equity ratio (net worth) 1.14 1.10 1.01

Standalone Financial performance (Amount in Rs Cr)

Parameters For the Year ended March

31, 2020


31, 2019


2018

For Non-Financial Entities

Net worth 19,865 20,492 18,283

Total Debt 28,286 24,637 19,405

- Non Current Maturities of Long Term Borrowing 24,638 18,082 18,840

- Short Term Borrowing 2,202 5,851 1

- Current Maturities of Long Term Borrowing 1,446 703 564

Net Fixed Assets 11,258 9,849 9,584

Non-Current Assets (incl. Deferred Tax)( Incl Net FA) 41,395 35,149 30,617

Cash and Cash Equivalents 4,444 3,869 1,273


Current Assets (Including C&C Equivalents) 10,418 12,275 10,216

Current Liabilities 6,548 8,132 2,868

Total Revenue 7,546 7,679 8,141

EBITDA 5,919 6,127 6,116

EBIT 4,167 5,653 5,646

Interest 1,752 1,422 1,457

PAT 1,934 2,638 2,408

Dividend amounts including DDT 691 414 324

Interest coverage ratio 3.22 4.19 4.77

Gross debt/equity ratio (net worth) 1.42 1.20 1.06

Debt Service Coverage Ratios 3.22 4.19 4.16

Gross Debt to Equity (Net worth) Ratio [31st March 2020] Before the issue –1.42 After the issue – 1.46



31

Project cost and means of financing, in case of funding of any new projects: Not Applicable

Management of the Company As per Articles of the Company, the Company is required to have not less than three and not more than fifteen Directors. The Issuer confirms that none of its current directors appear in the RBI Defaulter list, and/or CIBIL Defaulter list and/or the ECGC’s default list. The following table sets forth details regarding the board of directors of the Issuer as on 31st March 2020:

Name, Designation, Occupation and DIN

Age Address Director of the Issuer

since

Details of other directorships (as on 31/03/2020)

Mr. Gautam Shantilal Adani 56 Shantivan Farm House, 26.05.1998 Adani Enterprises Ltd.

Designation : B/h. Karnavati Club, Adani Power Ltd.

Chairman and Managing Director

Mohemadpura Village, Adani Green Energy Ltd.

Occupation: Business Ahmedabad – 380 057 Adani Transmission Ltd

DIN: 00006273 Gujarat Adani Gas Ltd.

Mr. Rajesh Shantilal Adani 55 Shanti Sagar Bunglow, Rajpath Club to Bopal Road, Near Kantam Party Plot Cross Road, Bodakdev, Ahmedabad, 380059, Gujarat

26.05.1998 Adani Enterprises Ltd.

Designation: Adani Power Ltd.

Non-Independent Director Adani Transmission Ltd

Occupation: Business Adani Green Energy Ltd.

DIN: 00006322 Adani Welspun Exploration Ltd.

Dr. Malay Mahadevia 56 12-B, Gyankunj Society, Opp. St. Xavier's College, Navrangpura, Ahmedabad, 380009, Gujarat

20.05.2009 GSPC LNG Ltd.

Designation: Executive Director Adani Wilmar Ltd

Occupation : Service Adani Vizhinjam Port Pvt. Ltd.

DIN: 00064110 Adani Infrastructure Pvt. Ltd.

Adani Airport Holdings Ltd.

Mahadevia Dental Hospital Pvt. Ltd.

Mr. Karan Adani 32 Shantivan Farm, B/h. Karnavati Club, Gandhinagar Sarkhej Highway, Ahmedabad - 380058

24.05.2017 Adani Kattupalli Port Pvt. Ltd.

Designation: Executive Director Adani Vizhinjam Port Pvt. Ltd.

Occupation: Business Adani Ennore Container Terminal Pvt. Ltd.

DIN: 03088095 Adani Kandla Bulk Terminal Pvt. Ltd.

Adani Petronet (Dahej) Port Pvt. Ltd.

The Dhamra Port Company Ltd.

Adani Hazira Port Pvt. Ltd.

Adani Properties Pvt. Ltd.



32

Adani Airport Holdings Ltd.

Adani Total Pvt. Ltd.

Prof. G. Raghuram 64 Directors Residence, Indian Institute of Management Bangalore Campus, IIMB Bilekahalli, Bang alore, South Bengaluru- 560076

14.05.2012 Ganpati Carrying Corporation Ltd.

Designation: Independent Director

Occupation : Service

DIN: 01099026

Mr. G. K. Pillai 69 D-241, 2nd Floor, Sarvodya Enclave Malviya Nagar, South Delhi, Delhi-110017

19.10.2012 Zuari Agro Chemicals Ltd.


IvyCap Ventures Advisors Pvt. Ltd.

Occupation: Retired IAS Officer Tata International Ltd.

DIN: 02340756

Ms. Nirupama Rao 68 22.04.2019 ITC Ltd.


JSW Steel Ltd.

Occupation: Retired IFS Officer KEC International Ltd.

DIN: 06954879

Mr. Mukesh Kumar, IAS 49 Bunglow No 11, Bodakdev Thane, Judges Bunglow Road, Judges Bunglows, Ahmedabad - 380054

23.10.2018 Gujarat Ports Infrastructure and Development Company Ltd.

Designation: GMB Nominee Director

Gujarat Pipavav Port Ltd.

Occupation: Service Gujarat Rail Infrastructure Development Corporation Ltd.

DIN: 06811311 Gujarat Chemical Port Terminal Company Ltd.

GSPC LNG Ltd.

Swan LNG Pvt. Ltd.

Adani Hazira Port Pvt. Ltd.

Adani Petronet (Dahej) Port Pvt. Ltd.

Mr. Bharat Sheth 61 19/B, Manek, 11 L.D. , Ruparel Marg, Malabar Hill, Membai, Maharashtra-400006

15.10.2019 The Great Eastern Shipping Company Limited


Greatship (India) Limited

Occupation: Business

DIN: 00022102

Details of change in directors since last three years :

Name and Designation Date of

appointment/ resignation

Director of the Issuer since (in case

of resignation) Remarks

Mr. Sanjay Lalbhai, Independent Director 24.12.2012 08.08.2019

DIN: 00008329



33

Mr. Karan Adani, Executive Director 24.05.2017 -

DIN: 03088095

Mr. Mukesh Kumar, GMB Nominee Director 23.10.2018 -

DIN: 06811311

Ms. Nirupama Rao, Independent Director 22.04.2019 -

DIN: 06954879

Mr. Bharat Sheth, Independent Director 15.10.2019 -

DIN: 00022102

Mrs. Radhika Haribhakti, Independent Director 01.04.2015 31.03.2020

DIN: 02409519



34

Risk Factors

General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures, unless they can afford to take the risks attached to such investments. For taking an investment decision, investors must rely on their own examination of the Issuer including the risks involved. The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. An investment in the Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Prospective investors should be experienced with respect to transactions in instruments such as the Debentures. Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances; and (b) the information set out in this Information Memorandum. The Debentures may decline in value. More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. Each of the risks highlighted below could have a material adverse effect on the business, operations, financial condition or prospects of the Issuer which, in turn, could affect its ability to fulfill its obligations under this Information Memorandum. In addition, each of the risks highlighted below could adversely affect the rights of the investors under the Information Memorandum and, as a result, prospective investors could lose some or all of their contribution towards the Debentures. Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue. Prospective investors must rely on their own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Recipients of the Information Memorandum should note that the risks described below are not the only risks the Issuer face. The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware, and any of these risks could have the effects set forth above now or in the future. Unless specified or quantified in the risks below, the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed. Potential investors should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures. The Debentures may be illiquid It is not possible to predict, if and to what extent, a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or



35

illiquid. The Issuer may, but is not obliged to, at any time prior to the date of redemption of the Debentures, purchase the Debentures at any price in the open market, by tender or by a private agreement, subject to applicable regulatory approval, on terms acceptable to the Debenture Holder(s). Any Debentures so purchased maybe held or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to SEBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on the market for and the price of the Debentures. Further, SEBI or any other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected. Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed, or otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central Government and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime. The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition. Downgrading in Credit Rating The Debentures have been rated by India Ratings and Research Limited as having AA+ (Stable) rating for the issuance of the Debentures for an aggregate amount of up to Rs. 1952 Crore, to which the current issue forms part of. The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debts. The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures, the Issuer may not have sufficient funds to make payments on the Debentures, and the Debenture Holders may incur a loss on the Debenture amount and redemption premium. The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals; borrowings and/or return of inter corporate deposits given. The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.



36

The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business (including workmen’s dues). Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses. Receipt of coupon or principal is subject to the credit risk of the Issuer.

Investors should be aware that the receipt of any coupon payment and principal amount at maturity is subject to the credit risk of the Issuer. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures. Delays in court proceedings in India If any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business. Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel. These personnel possess technical and business capabilities that are difficult to replace. If we lose the services of any of these or other key personnel, we may be unable to replace them in a timely manner, or at all, which may affect our ability to continue to manage and expand our business. Members of our management team are employed pursuant to customary employment agreements, which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise. The loss of key members of our management team or other key personnel could have an adverse effect on our business, prospects, results of operations and financial condition. Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations. While we report our financial results in Indian rupees, portions of our total income and expenses are denominated, generated or incurred in currencies other than Indian rupees. Further, we incur expenditures and also procure same materials in foreign currencies, such as the US Dollar and Euro. To the extent that our income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect the amount of income and expenditure we recognize. Further, our future capital expenditures may be denominated in currencies other than Indian rupees. Therefore, a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures. The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future. While we have natural hedge in form of marine income and container income (which is denominated in US Dollar ) and we also use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions, changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that natural hedge in form of USD Dollar denominated income, use of forward and option contracts would fully protect us from foreign exchange risks. In addition, risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures. We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize.



37

As per Annexure C. If any of these contingent liabilities materialize, our profitability may be adversely affected. We have entered and may continue to enter into a number of related party transactions with our group entities. We have entered and will continue to enter into a significant number of related party transactions with our promoters, subsidiaries, joint ventures, group entities, associates, key management and enterprises having common key management personnel with us. For a list of related parties, please see attached Annexure D. While we believe that all our related party transactions have been conducted on an arm‘s length basis, we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. Furthermore, we may enter into significant levels of related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business, prospects, results of operations and financial condition, including because of potential conflicts of interest or otherwise. Details of defaults in repayment Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of: i) Statutory dues: Nil ii) Debentures and interest thereon: Nil iii) Deposits and interest thereon: Nil iv) Loan from any bank or financial institution and interest thereon: Nil Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Any default in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder; Nil



38

PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the board of directors of the Company passed at its meeting held on 6th February, 2019 which has approved the placement of Debentures up to Rs. 2000 Crores in one or more tranches on private placement basis. The present issue of Rs. 50 Crores with Green Shoe Option of an additional Rs. 650 crores (the Issue) is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the General Meeting by the shareholders of the Company held on 11th August, 2015 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs. 35,000 Crore (Rupees Thirty Five Thousand Crore). Issuer / Borrower Adani Ports and Special Economic Zone Limited (APSEZ)

Investor Legal Counsel Cyril Amarchand Mangaldas or any other replacement acting for the Debenture Holders, as appointed by the Debenture Holders.

Promoter Promoter Shall collectively mean and refer to Mr. Gautam S. Adani and Mr. Rajesh S. Adani.

Adani Group “Adani Group” means Mr. Gautam S. Adani, any Person who is related to Mr. Gautam S. Adani by blood or marriage and any combination of those Persons acting together.

Debenture Trustee IDBI Trusteeship Services Limited, being a SEBI registered trustee

Type of Instrument Rated, Secured, Taxable, Listed, Redeemable, Non-Convertible Debentures (“NCDs” or “Issue”) with terms and conditions specified in this term sheet and the documents executed/issued pursuant to this Term sheet (the ‘Issue Documents’)

Nature of Instrument Secured

Seniority Senior Debt Mode of Issue Private placement basis to Eligible Investors Sole Arranger Axis Bank Limited Mode of payment Online

Eligible Investors

1. Companies, Body Corporate and Societies, authorized to invest in debentures. 2. Insurance Companies and Trusts authorized to invest in Bonds. 3. Commercial Banks, Financial Institutions, Co-operative Banks, Regional Rural

Banks etc. 4. Non-Banking Finance Companies and Residuary Non-Banking Finance Companies 5. Mutual funds 6. Provident Fund, Chit Funds 7. SEBI registered foreign institutional investors (“FIIs”) and sub-accounts of FIIs 8. Any other investor authorized to invest in these Debentures.

Purpose and Objective

The fund raised through this Issue will be utilized for capital expenditure, working capital purpose, repayment of existing loans, and general corporate purposes. The Company undertakes that the proceeds of the current Issue shall not be used for any purpose which may be in contravention of the regulations/guidelines/norms issued by RBI/SEBI/RoC/BSE.

End Use Certificate End use of the Issue to be evidenced with a certificate from Chartered Accountant to be furnished to Debenture Trustee within 30 (thirty) days of the allotment of Debentures

Listing

To be listed on Bombay Stock Exchange within 20 days from the Deemed Date of Allotment. The Issuer shall ensure that the NCDs are listed on the Wholesale Debt Market segment of the BSE Limited as early after Deemed Date of Allotment as practicable and in any event within 20 days of the Deemed Date of Allotment. The Issuer shall be responsible for the costs of such listing of the NCDs.

Rating of the Instrument Provisional AA+ (Stable) by India Ratings and Research Limited Final Rating to be provided within 7 days from the deemed date of allotment

Issue Size Base Issue of INR 50 Crore with Green Shoe option of INR 650 Crore. Coupon Rate Fixed Rate of 7.25 % p.a. Interest on Application Money

-

Issue Opening Date 26.05.2020 Issue Closing Date 26.05.2020



39

Pay-in Date 27.05.2020 Deemed Date of Allotment 27.05.2020 Redemption Date 26.05.2020 Coupon Payment Dates Thursday, May 27, 2021, Friday, May 27, 2022, Friday, May 26, 2023 Day Count Basis Actual/ Actual Record Date 15 days prior to each Coupon Date and Redemption Date Redemption Amount To be redeemed on face value. Redemption Premium /Discount

NIL

Issue Price At Par Relevant date with reference to which the price has been arrived at;

Not Applicable

Face Value Rs 10 lakhs per instrument Minimum Application and in multiples of Debt securities thereafter

1 Debentures and in multiple of 1 thereafter

Tenor 3 years (Bullet Repayment on 26.05.2020)

Default Interest Rate/Additional Interest

Without prejudice to the other rights of the Debenture Trustee a) In case of default of payment of interest and / or principal redemption on the due

date, additional interest @ 2% p.a. over the coupon rate will be payable by the Issuer from the date of the occurrence of such default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable;

b) In case of non-creation/perfection of Security within the stipulated time frame, additional interest @ 2% p.a over and above the coupon rate would be payable by the Issuer from the date of the expiry of the stipulated timelines until the security is created/perfected, as applicable, to the satisfaction of the Debenture Trustee;

c) In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay additional interest of at least 1 % p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till due listing of such NCDs

Issuance mode of the Instrument

Demat only

Trading / Settlement mode of the Instrument

Demat only

Depository NSDL and / or CDSL

Security /Security description.

Throughout the tenor of the Debentures, the obligations of the Issuer under the

Debenture Documents including all interest and other monies in respect thereof shall

be secured by the following pari passu charge in favour of the Debenture Trustee:

First Parri Passu Charge on Fixed Assets of Coal Terminal Project. Of Adani Ports and Special Economic Zone limited located at Mundra Gujarat (Described in more detail in Debenture Trust Deed) Further, security cover will be atleast 1.10 times of the outstanding book value of the NCDs at all times during the tenure of the NCDs Timeline for creation of Security

Security shall be created within 60 days from the Deemed Date of Allotment. If security is not perfected within 30 days from the date of lifting of Lock Down in Ahmedabad/place of sub-registrar where security is required to be created, the Issuer will pay penal interest of 2% p.a. payable monthly from the expiry of such timeline till the security is created and perfected.

Further Borrowing

Subject to the applicable regulations, the Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu or junior to the Debentures) from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee, if such indebtedness doesn’t results in a breach of the Financial Covenants and/or an Event of Default.

Financial Covenant 1. Net Gearing Ratio (on consolidated basis) shall be less than 3.00x. 2. Security cover shall be maintained at least at 1.10x



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“Debt” shall mean, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the financial indebtedness of the Borrower including without limitation all long term and short term debt, secured and unsecured debt, any convertible instruments which are capable of redemption prior to the Final Maturity Date, and corporate guarantees (excluding any guarantee on which the APSEZ Group has been indemnified by a Person outside of the APSEZ Group which has an effect under GAAP of removal of this guarantee as contingent liability) and indemnities given by the Borrower to financial institutions for financial indebtedness to entities other than its subsidiaries /r joint ventures/associates. “Net Debt” shall mean Debt less any cash and cash equivalents including interest bearing deposits and excluding any restricted deposits or cash pledged as security for any indebtedness. “Tangible Net Worth” shall mean, at any time, the aggregate of the amount paid up on the Borrower's issued share capital, paid up amount on share warrants, share application moneys paid, the amount standing to the credit of the reserves of the Borrower, amount in respect of minority interest, amounts in respect of deferred infrastructure usage income, Deferred Tax Liability less revaluation reserve, goodwill (but excluding goodwill arising out of acquisition and M&A) and any other intangible assets (any reclassification due to change in law or change in accounting principles or accounting standards shall not be deducted)

Accelerated Redemption

Except for default in payment of Coupon or Principal (which will be payable within 1 working day upon notice from the debenture trustee of default), the Debentures along

with accrued interest shall become due and payable within 5 working days (unless

otherwise specified) upon receipt of notice from Debenture Trustee of happening of

an Event of Default (EOD) which is continuing.

Further in case the accelerated redemption is not made within 5 working days upon

receipt of written notice from Debenture Trustee, penal interest of 2% p.a. payable

monthly would be charged to the Issuer, over and above the coupon, for the defaulting

period and shall be payable immediately on monthly basis.

Representations and Warranties

As customary for issues of this nature and as may be agreed mutually between the

Issuer, Arranger and the Debenture Trustee, and to include without limitation the

following for the Issuer:

1. corporate organization, existence, power and authorization;

2. insolvency;

3. no government or regulatory approvals, or other third party consents required

or pending;

4. legality, validity, binding effect and enforceability of the Issue Documentation,

as applicable;

5. compliance with all applicable laws (including but not limited to

environmental laws);

6. the execution and delivery of the relevant Issue Documentation does not

constitute a breach of the its constitutional documents, bylaws, obligations,

agreement or undertakings;

7. in respect of the period from Issue Opening to Issue Closing, no Material

Adverse Change has occurred with respect to the financial condition,

prospects or operations of the Issuer;

8. All information provided in or in connection with the Information

Memorandum and the Debenture Documents being true and correct in all

material aspects as at the date it was provided or as at the date (if any) at

which it is stated;

9. Unless otherwise disclosed as a condition precedent to this transaction, No



41

litigation or potential litigation that, if adversely determined, could reasonably

be expected to have a Material Adverse Effect;

10. No event or circumstance that could reasonably be expected to have a

Material Adverse Effect;

11. No violation of law or material agreements;

12. Ownership of property and current Subsidiaries and intellectual property;

13. Debentures NCD proceeds being utilized towards bonafide purposes;

14. the accounts of the Issuer have not been declared by any of its lenders as a

non-performing asset

15. the Issuer has not been declared a willful defaulter;

16. absence of any circumstances or events which would constitute an Event of

Default or potential Event of Default by the Issuer

Any other terms as suggested by the Counsel or mutually agreed between the Issuer

and the investors

Status The obligations of the Issuer under the Issue Documentation will constitute direct, senior, secured and unconditional obligations of the Issuer.

Transaction Documents

1. Including but not limited to the following documents: 2. Debenture Trust Deed 3. Information Memorandum 4. Debenture Trustee Appointment Agreement; and 5. Any other documentation as may be desired by the Debenture Trustee and

mutually agreed with Issuer

Conditions Precedent to Disbursement

The Issuer will complete conditions precedent to the Issue which will include, amongst others, the following in form and substance satisfactory to the Debenture Trustee : 1. Furnished certified copies of the memorandum and articles of association (or

equivalent constitutive documents); 2. board resolutions and other Statutory compliances as advised by the Investor

Legal Counsel; 3. Furnished specimen signatures for person(s) authorised in the board resolutions

referred to in (b) above; 4. receipt by the Issuer of all relevant consents (corporate, shareholder, regulatory if

any) for issuance of NCD ; 5. Debenture Trustee consent letter; 6. procured and furnished the in principal listing approvals from the NSE or BSE

Limited 7. KYC of the issuer and signatories 8. any other documents that may be required as condition precedent under the

Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended from time to time, or any other relevant regulation. and

9. Rating letter not more than 30 days old from the date of pay-in date from the aforementioned Rating Agency

10. Rating Rationale not more than 6 months old 11. Issuer to provide disclosure of existing litigation which could have Material

Adverse Effect, if any 12. Issuer to give following Undertaking:

13. No Event of Default has occurred and is continuing and no such event or

circumstance will result as a consequence of the Borrower performing any

obligation contemplated under the transaction documents.

14. There is no material adverse effect and there are no circumstances existing which

could give rise, with the passage of time or otherwise, to a material adverse effect

on the Issuer.

15. Execution of applicable Transaction Documents excluding Debenture Trust Deed

which shall be executed as per agreed timelines.

16. Borrowing Power resolution under section 180(1)(c) confirming from the Company Secretary that this NCD issue is within the limits authorized as per section 180(1)(c);

17. any other documents that may be required by the Investor on account of the Securities and Exchange Board of India (Disclosure and Investor Protection)



42

Guidelines, 2000, as amended from time to time, or any other relevant regulation; 18. Any other documents required as per Companies Act 2013 or any other rules and

regulations required by RBI/SEBI

Condition Subsequent to Disbursement

The Issuer shall ensure that the following documents are executed/ activities are completed: 1. Board Resolution for allotment and Issue of Letter of Allotment on the Deemed

Date of Allotment

2. Corporate Action/ Issue of Debentures in Demateralized formCredit of demat account(s) of the allottee(s) by the number of Bonds allotted

3. Listing of NCDs within 20 days from Deemed Date of Allotment 4. The issuer shall undertake to complete all formalities and pay all fees in relation

to listing of NCD’s on the exchange within 7 working days from the deemed date

of allotment

5. End use certificate to be provided within 30 days of Deemed Date of Allotment,

Listing on BSE or NSE within 20 days from the Deemed Date of Allotment

6. Creation and perfection of Security as per the timelines provided in this Term

Sheet;

7. Execution of the following transaction documents within 30 days from deemed

date of allotment :- (a) Debenture Trust Deed (b) Deed of Hypothecation; and or

(c) Deed of Mortgage

8. CA certificate stating that other than those listed in the certificate there is no demand outstanding to Income Tax Authorities in respect of the Issuer under the Income Tax Act, 1961 which could result in any Secured Asset being or becoming subject to any Tax claims pursuant to Section 281 of IT Act.

9. A legal opinion from the Legal Counsel on the validity and enforceability of the documents required to be executed prior to initial disbursement

Events of Default

The Trustee at its discretion may, and if so required in writing by the holders of not

less than 66.67% in principal amount of the NCD then outstanding (“Majority

Debenture holders’’) or if so directed by an Extraordinary Resolution shall (subject to

being indemnified and/or secured by the NCD holders to its satisfaction), give notice

to the Issuer that the NCD are, and they shall accordingly thereby become, due and

repayable at their Early Redemption Amount if any of the events listed below (each, an

“Event of Default”) has occurred and is continuing.

Events of Default appropriate for an Issue of this nature, including but not limited to: 1. Failure to pay the amounts due under the NCDs (save for technical default which

is not remedied within a maximum period of 3 working days); 2. Failure on part of the Issuer to comply with any of its material obligations under

any Debenture Documents other than outlined hereunder to which it is a party and the same, if capable of remedy, is not remedied within 5 (five) days of failure by the Issuer to comply with such obligations, or a waiver is not obtained by the Issuer from the Debenture Trustee;

3. Invalid security or Security in jeopardy; 4. Unlawfulness or unenforceability of security; 5. Any material representations or warranties are found to be untrue or misleading

when made. 6. Any order is passed in respect of Insolvency, Winding Up, or Insolvency

Proceedings of Issuer; 7. Any application/petition for Winding up of the Issuer, including initiation of any

proceedings for winding up or for attachment, which has not be stayed or dismissed within 30 business days of initiation of the proceedings;

8. Failure to list or cessation of listing or suspension of trading of the NCDs on the BSE, (save for technical default which is not remedied within a maximum period of 3 working days);

9. The Government Of India or any other relevant governmental authority declares a general moratorium or “standstill” in respect of the payment or repayment of any financial indebtedness owed by the Issuer;

10. Any governmental or other authority (whether de jure or de facto) nationalizes, compulsorily acquires, expropriates or seizes all or any part of the business or assets of the Company;

11. Cross default for indebtedness of the Issuer exceeding Rs. 150 Crores;



43

12. Enforcement proceedings and attachment of Issuer; 13. Cessation of business of Issuer; 14. Repudiation of Issuer; 15. Unlawfulness of Issuer; 16. Material adverse change suspension/revocation/cancellation of any licenses /

permits / leases necessary for carrying on the business of the Issuer or asset companies, for which is stay order or approval in not obtained beyond a period of 30 days;

17. Cessation of business of Issuer or gives notice of their intention to do so; 18. The occurrence of Material Adverse Effect which is not cured by the Company

within a period of 30 Business Days from its occurrence 19. Breach of material terms or covenants as stipulated in the Transaction

Documents

20. Repudiation of any term of the Transaction Documents by the Issuer unless otherwise agreed/consented by the Trustee

21. A distress, attachment, execution or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer

22. It is or will become unlawful for the Issuer to perform or comply with any one or

more of its material obligations under any of the NCD or the Debenture Trust

Deed;

Any other events of default including their cure period shall be mutually agreed between the Issuer and the investors which shall be as set out in the Transaction Documents including but not limited to the aforesaid events of default.

Consequence of EOD/ breach of any covenants including any financial covenants :

On and at any time after the occurrence of EOD & breach of any covenants including any Financial Covenants leading to an EOD, the NCD shall become forthwith payable. In addition to the above, upon the occurrence of an Event of Default the Debenture Trustee shall have the right, to: (a) enforce any Security created pursuant to the Security Documents in accordance with the terms thereof; and/or (b) appoint a nominee director on behalf of all lenders of the company; and/or (c) exercise such other rights and remedies as may be available to the Debenture Trustee under Applicable Law and regulations and/or the Financing Documents (d) Accelerate the maturity of the NCDs

Approvals

The Issuer will ensure that all authorizations/regulatory approvals and statutory approvals that pertain to this transaction will be in place prior to the issue of the NCDs, including, without limitation, Trustee consent, and any authorizations or approvals under the Companies Act, 1956/2013, and the SEBI (Disclosure and Investor Protection) Guidelines, 2000, each as amended from time to time, or any other relevant regulation.

Additional Amounts / Taxation:

All payments shall be subject to tax deduction at source as applicable under the Income Tax Act, 1961, and such tax deduction shall be made by the Issuer unless a tax exemption certificate/document is lodged at the registered office of the Issuer before relevant record date in respect of a Coupon Payment Date, or any other relevant date.

Issue Documentation:

Documentation shall be in form and substance customary for transactions of this nature and satisfactory to all parties, including, but not limited to, a Debenture Trust Deed and Placement/Information Memorandum containing conditions precedent, representations and warranties, covenants, events of default, material adverse change, cross default, provision of information on request of any holder of the NCDs, and default interest and any other terms and conditions that may be provided for in the above documentation or any other documentation as may be required by the Debenture Trustee.

Role and Responsibilities of Debenture Trustee

As per Debenture Trust Deed

Other Expenses All other expenses viz. stamp duty of issuance, legal fees, trustee fee, registrar fee etc. will be to the account of the Issuer.

Governing Law and Jurisdiction

Indian laws. Non-exclusive jurisdiction of the courts of Mumbai

Other Terms and Conditions

Following clauses to be detailed by Counsel in documentation

1. Positive and Negative Covenants

2. Any other standard terms and conditions customary to nature of such

transaction as agreed Investors and Issuer.



44

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

Not applicable

Name and address of the valuer who performed valuation of the securities offered, and basis on which the price has been arrived at along with report of the registered valuer

Not applicable

Relevant date with reference to which the price has been arrived at

Not applicable

Intention of the promoters, directors or key managerial personnel to subscribe to the offer

Not applicable

Change in control, if any, in the company that would occur consequent to the private placement

Not applicable

Number of persons to whom allotment on preferential basis/ private placement/ right issue has already been made during the year, in terms of number of securities as well as price

Not applicable

Manner of Bidding Closed Book Mode of Allotment Uniform Yield Basis Mode of Settlement Through Clearing Corporation of BSE.



45

Issue Schedule Date of Opening: 26th May 2020 Date of Closing: 26th May 2020 Deemed Date of Allotment: 27th May 2020 Illustration of Cash Flows from the Debentures As per SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the Debentures are mentioned below by way of an illustration.

Issuer Adani Ports and Special Economic Zone Limited Face Value (per Debenture) Rs. 10,00,000/- per Debenture Number of Debentures As per final allotment Date of Allotment 27th May 2020 Redemption Date 26th May 2023 Coupon Rate 7.5% p.a. Frequency of the Interest Payment with specified dates

Annual

Day Count Convention Actual/Actual Cash Flows for NCDs

Particulars Date for Payment Actual No of

Days No of in the

Coupon Period Amount in

INR

1st Coupon Thursday, May 27, 2021 365 365 72,500

2nd Coupon Friday, May 27, 2022 365 365 72,500

3rd Coupon Friday, May 26, 2023 364 365 72,301

Principal Friday, May 26, 2023 1,000,000

Total 1,217,301

Particulars Date for Payment Actual No of Days No of in the Coupon Period

Amount in INR

1st Coupon Thursday, May 27, 2021 365 365 72,500

2nd Coupon Friday, May 27, 2022 365 365 72,500

3rd Coupon Friday, May 26, 2023 364 365 72,301

Principal Friday, May 26, 2023 1,000,000

Total 1,217,301

Notes: Applicants are requested to note that the above cash flow is only illustrative in nature. The Deemed Date of Allotment, Redemption Date and Coupon Payment Date shall vary in actual depending on the actual date of allotment. * The Cash Flow displayed above is calculated per bond (face value of Rs. 10,00,000). * The Cash Flow is calculated considering year -2020 as Leap years. Hence number of days taken as 366 days for interest calculations. (Actual/ Actual - (As per SEBI Circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 & CIR/IMD/DF-1/122/2016 dated November 11, 2016). * If the date of payment of interest happens to be holiday, the Interest payment will be made on the next working day with Interest for the intervening period. (As per SEBI Circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 & CIR/IMD/DF-1/122/2016 dated November 11, 2016). * If the date of payment of interest happens to be 2nd or 4th Saturday of the month, the Interest payment will be made on the next working day with Interest for the intervening period. * If the maturity date falls on Sunday or on holiday, the redemption proceeds shall be paid on the previous working day. ((As per SEBI Circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 & CIR/IMD/DF-1/122/2016 dated November 11, 2016)). * The cash flow has been prepared based on the best available information on holidays and could further undergo change(s) in case of any scheduled and unscheduled holiday(s) and/or changes in money market settlement day conventions by the Reserve bank of India/ SEBI. * Interest payments are rounded-off to nearest rupee as per the FIMMDA ‘Handbook on market practices’.



46

Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue: Not Applicable Principal terms of the assets charged as security, if any The Debentures shall be secured by way of Pari-Passu charge on the coal terminal project assets with security cover of 1.10 times of the Adani Ports and Special Economic Zone Limited. (Described in more detail in Debenture Trust Deed).

Allotment made in the last one year for consideration other than cash

Nil

DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer

and the effect of such interest in so far as it is different from the interests of other persons. Nil

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum.

c. Remuneration of directors (during current year & last three financial years);

(Rs in crores)

Directors FY 2019-20 FY 2018-19 FY 2017-18 Mr. Gautam S. Adani 2.80 2.80 2.80 Dr. Malay Mahadevia 11.21 9.62 11.12 Mr. Karan Adani 2.00 1.50 1.50

d. Related party transactions entered during the last three Adopted Financial results by Shareholders immediately preceding the year of circulation of Information Memorandum including with regard to loans made or, guarantees given or securities provided:

As per Annexure D

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of Information Memorandum and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark: Nil

f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Information Memorandum and if so, section-wise details thereof for the Company and all of its subsidiaries Nil

g. Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company



47

Nil

FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer

The capital structure of the Company as on date of this Information Memorandum is provided below:

Share Capital Rs in crores A. Authorized Share Capital 4,975,000,000 Equity Shares of Rs. 2 each 995.00 5,000,000 Non-Cumulative Redeemable Preference Shares of Rs. 10

each 5.00

B. Issued, Subscribed and Paid-up Share Capital 203,17,51,761 Equity Shares of Rs. 2 each 406.35 25,01,824 Non-Cumulative Redeemable Preference Shares of Rs. 10 each 2.50 C. Present Issue Issue of debentures at face

value of Rs. 10,00,000 each, aggregating to Rs. 50 Crores with Green Shoe Option of an additional INR 650 Crore.

D. Share/Security Premium Account Before the Issue 2658.66 After the Issue 2658.66

As on date of this Information Memorandum, the Company has no convertible instruments outstanding. The paid-up equity share capital after this Issue is Rs. 406.35 Crores The capital structure of the Company Post the Issue shall be as below: No change in Capital Structure Changes in capital structure of the Issuer as on last quarter end, for the last 5 years

Date of Change (AGM/EGM) Rs. Particular

AGM – August 21, 2010 1000 crores The Authorised Share Capital of the Company was altered from Rs. 1000 crores divided into 99,50,00,000 equity shares of Rs. 10 each and 50,00,000 Non-Cumulative Redeemable Preference Shares of Rs. 10 each by way of split of equity shares to 497,50,00,000 (Equity Shares of Rs. 2 each and 50,00,000 Non-Cumulative Redeemable Preference Shares of Rs. 10 each



48

Equity share capital history of the Issuer as on 31st March, 2020

Date of Allotmen

t

No. of Equity Share

Face Value (Rs.)

Issue Price (Rs.)

Nature of

Consideration

Reason for Allotment

Cumulative No. of Equity

Shares

Cumulative Paid-up Equity share

capital (Rs.)

Cumulative Share

Premium Rs.)

May 28, 1998

7,000 10 10 Cash Subscription to Memorandum

7,000 70,000 Nil

January 28, 1999

10,64,00,000

10 10 Cash

Allotment to Gujarat Port Infrastructure Development Company Limited, Adani Port Limited and others

10,64,07,000 1,064,070,0

00* Nil

June 28, 2000

2,75,93,000 10 10 Cash Allotment AISPL

13,40,00,000 1,34,00,00,

000 Nil

September 29, 2000

60,00,000 10 80 Cash Allotment Unit Trust of India

14,00,00,000 1,40,00,00,

000 42,00,00,00

0

August 26, 2005

4,02,16,410 10

Allotment pursuant to scheme of amalgamation between our Company and Adani Port Limited

180,214,410** 1,80,21,44,1

00 42,00,00,00

0

July 1, 2006

Equity shares of face value Rs.10 each were sub-divided into equity shares of face value Rs.2 each

90,10,72,050 1,80,21,44,1

00 42,00,00,00

0 January 31, 2007

Equity shares of face value Rs.2 each were consolidated into equity shares of face value Rs.10 each

18,02,14,410 1,80,21,44,1

00 42,00,00,00

0

February 10, 2007

18,02,14,410

10

Capitalization of reserve

Issuance of bonus Equity Shares in the ratio of 1:1

36,04,28,820 3,60,42,88,

200 Nil

November 21, 2007

4,02,50,000

10 440 Cash Initial Public Offer

40,06,78,820 4,00,67,88,

200 17,72,75,00,0

00

September 24, 2010

Equity shares of face value Rs.10 each were sub-divided into equity shares of face value Rs.2 each

2,00,33,94,100

4,00,67,88,200

Nil

June 7, 2013

6,66,57,520 2 150 Cash Institutional Placement Programme

2,07,00,51,620

4,14,01,03,240

27,59,28,12,960

June 8, 2015

1,55,32,61,781

2

Allotment pursuant to Composite Scheme of Arrangement

2,070,951,761***

4,14,19,03,522

Nil

September 30, 2019

3,92,00,000

Buy-back of 3,92,00,000 Equity Shares of Rs. 500 each on 30.09.2019

2,031,751,761****

4,06,35,03,522

Nil

* An initial amount of ₹ 5 per Equity Share was paid upon allotment. The Equity Shares were made fully paid up when the balance amount of ₹ 5 per Equity Share was paid on August 2, 2000; July 31, 2000; September 7, 2000; September 30, 2000; and January 30, 2002. ** As Adani Port Limited was holding 2,000 Equity Shares of the Company at the time of such amalgamation the same were cancelled. *** As Adani Enterprises Limited was holding 155,23,61,640 Equity Shares of the Company at the time of composite scheme of arrangement and the same were cancelled. **** As the Company has done buy-back of 3,92,00,000 equity shares on 30.09.2019 the paid up capital was reduced.



49

2. Preference Share Capital History of our Company Date of Allotme

nt

No. of Preference Share

Type of Preference Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Nature of Considerati

on

Reason for

Allotment

Cumulative No. of

Equity Shares

Cumulative Paid-

up Equity share

capital (Rs.)

Cumulative Share

Premium (Rs.)

March

29, 2004

2,811,037

1

0.01% Non-

Cumulative

Redeemable

Preference Shares

Rs.10 each #

10

1,00

0

Cash

Allotment to

APIPL, Adani

Enterprise

Limited, Adani Agro and

others

2,811,037

28,110,37

0

2,782,926,6

30

February 4,

2020

3,09,213 Redeemed 3,09,213 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each issued at premium of Rs. 990 per share prior to its maturity at net present value discounted @ 8%

25,01,824

2,50,18,240

Nil

(1) The Government of Gujarat, one of the holders of our preference shares, has intimated its intention on June 9, 2006 to sell 309,214 Preference Shares held by it in our Company and has appointed an arbitrator/valuer to determine the price/valuation of these preference shares. # The preference shares have been issued for a period of 20 years. The term can be extended by our Company at the time of redemption with the consent of the preference shareholders. The preference shares shall be redeemed at a price of Rs. 1,000 per preference share. Details of the shareholding pattern of the Issuer as on 31st March, 2020 Shareholding pattern of the Issuer

Sr. No.

Category of shareholder

Number of shareholder

s

Total number of

shares

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of (A+B)

As a percentag

e of (A+B+C)

Number of Shares

As a percenta

ge

(I) (II) (III) (IV) (VI) (VII) (VIII) (IX)=(VIII)

/ (IV)*100

(A) Promoter and Promoter Group

-1 Indian

(a) Individuals/ Hindu Undivided Family

2 2 0.00 0.00 - -

(b) Central Government/State Government(s)

- - - - - -

(c) Bodies Corporate 1 138193549 6.80 6.80 34771447 25.16

(d) Financial Institutions/ Banks

- - - - - -

(e) Any Other (specify) 2 799383935 39.34 39.34 708287121 88.61

(e-i)

Gautam S. Adani & Rajesh S. Adani (on behalf of S. B. Adani Family Trust)

1 799353935 39.34 39.34 708287121 88.61

(e-ii)

Rajeshbhai Shantilal Adani & Shilin Rajeshbhai Adani (on behalf of Rajesh S. Adani Family Trust)

1 30000

- - - -



50

Sub-Total (A)(1) 5 937577486 46.15 46.15 743058568 79.25

-2 Foreign

(a) Individuals (Non-Resident Individuals/ Foreign Individuals)

- - - - - -

(b) Bodies Corporate 5 338106456 16.64 16.64 - -

(c) Institutions - - - - - -

(d) Any Other(specify) - - - - - -

Sub-Total (A)(2) 5 338106456 16.64 16.64 - -

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

10 127568394

2 62.79 62.79 743058568 58.25

(B) Public Shareholding

-1 Institutions N.A N.A

(a) Mutual Funds 29 82157349 4.04 4.04 - -

(b) Venture Capital Funds - - - - - -

(c) Alternate Investment Funds

4 16318 0.00 0.00 - -

(d) Foreign Venture Capital Investors

- - - - - -

(e) Foreign Portfolio Investor

521 356255353 17.53 17.53 - -

(f) Financial Institutions/Banks

8 4254101 0.21 0.21 - -

(g) Insurance Companies 16 251167499 12.36 12.36 - -

(h) Provident Funds/ Pension Funds

- - - - - -

(I) Any Other (specify) - 0 0.00 0.00 - -

(i-a) Foreign Institutional Investors

0 0 0.00 0.00 - -

Sub-Total (B)(1) 578 69385062

0 34.15 34.15 0 0

-2

Central Government/ State Government(s)/President of India

3 1674160 0.08 0.08

- -

Sub-Total (B)(2) 3 1674160 0.08 0.08 - -

-3 Non-institutions N.A N.A

(a) Individuals 251714 45704592 2.25 2.25 - -

(b) NBFCs registered with RBI

3 1352 0.00 0.00 - -

(c) Employee Trusts - - - - - -

(d) Overseas Depositories (holding DRs) (balancing figure)

- - - - - -

(e) Any Other (specify) 12608 14837095 0.73 0.73 - -

IEPF 1 178504 0.01 0.01 - -

Trusts 9 350667 0.02 0.02 - -

Foreign Nationals 3 14623 0.00 0.00 - -

Hindu Undivided Family

8365 3110475 0.15 0.15

- -

Non Resident Indians 3350 1148464 0.06 0.06 - -

Foreign Portfolio Investor (Individual)

1 8570 0.00 0.00

Clearing Member 178 4624708 0.23 0.23 - -

Bodies Corporate 701 5401084 0.27 0.27 - -

Sub-Total (B)(3) 264325 60543039 2.98 2.98 - -

Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)

264906 756067819 37.21 37.21 - -



51

TOTAL (A)+(B) 264916 203175176

1 100.00 100.00 743058568 36.57

(C)

Shares held by Custodians and against which Depository Receipts have been issued

- - - - - -

1 Promoter and Promoter Group

- - - - - -

2 Public - - - - - -

Sub-Total (C) - - - - - -

GRAND TOTAL(A)+(B)+(C)

264916 203175176

1 100.00 100.00 743058568 36.57

List of the top 10 holders of equity shares of the Issuer as on 31st March, 2020

Sr. No.

Particulars Equity Shares Held

as % of total no of Equity Shares (in dematerialized form)

1 Gautambhai Shantilal Adani & Rajeshbhai Shantilal Adani (On behalf of S.B. Adani Family Trust)

79,93,53,935 39.34

2 Life Insurance Corporation of India 24,18,58,130 11.90 3 Adani Tradeline LLP 13,81,93,549 6.80 4 Afro Asia Trade and Investments Limited 8,99,45,212 4.43 5 Emerging Market Investment DMCC 8,41,79,195 4.14 6 Universal Trade and Investments Limited 7,95,41,248 3.91

7 Worldwide Emerging Market Holding Limited

7,77,56,181 3.83

8 Europacific Growth Fund 4,32,12,288 2.13

9 Camas Investments Pte. Ltd. 26343229 1.30

10 Baytree Investments (Mauritius) Pte Ltd 20212612 0.99

Details of any acquisition or amalgamation of or by the Issuer in the last 1 year

Adani Ports and Special Economic Zone Limited (“APSEZ”), will be acquiring a controlling stake of 75% from the existing shareholders of KPCL. KPCL is located in the southern part of Andhra Pradesh, the state with the second largest coastline of in India, and is a multi-cargo facility which handled 54 MMT in FY19. Given the best-in-class infrastructure and the distinct hinterland catered by KPCL, this acquisition will not just increase our market share to 27% but also add remarkable value to our pan-India footprint. Details of any reorganization or reconstruction of the Issuer in the last 1 year NIL Details regarding Auditors of the Company

Name Address Auditor Since Deloitte Haskins & Sells LLP

19th Floor, Shapath-V, Besides Crown Plaza, S.G. Highway, Ahmedabad- 380015

Appointed as Auditor in AGM held on 09.08.2017

Details of change in the Auditor since last three years

Name Address Date of Appointment/ Resignation

Auditor of the Company since (in case of resignation)

Deloitte Haskins & Sells LLP

19th Floor, Shapath-V, Besides Crown Plaza, S.G. Highway, Ahmedabad- 380015

09.08.2017 -

S R B C & CO LLP 2nd Floor, Shivalik Ishan Building, Nr. C N Vidhyalaya, Ambavadi, Ahmedabad – 380015

09.08.2017 Since 2014



52

Details of the borrowings of the Issuer (Standalone) as on 31st March 2020:

1) Details of secured Bank/FI loan facilities other than non-convertible debentures

Bank/FI Type of Facility

Currency Amount

(Rs. In Crores) Maturity

DZ BANK ECB EUR 91.42 26-Apr-22

HSH NORDBANK AG ECB EUR 35.74 7-Oct-21

HDFC Bank Limited RTL INR 1,486.33 26-Aug-22

2) Details of unsecured Bank/FI loan facilities as on 31st March 2020 :

Bank/FI Type of Facility Currency Amount

(in Rs. Crore) Maturity

MUFG Bank Ltd. Foreign Currency Loan USD 1,204.82 31-Mar-21

The Bank of New York Mellon Foreign Bond USD 4,883.41 24-Jul-24



The Bank of New York Mellon Foreign Bond USD 3,771.82 19-Jan-22

MUFG Bank Ltd. Working Capital INR 400.00 10-Jul-20

Mizuho Bank Ltd. Working Capital INR 400.00 25-Jun-20

HDFC Bank Limited Working Capital INR 400.00 22-Jul-20

State Bank of India Commercial Papers INR 48.97 27-Jul-20

State Bank of India Commercial Papers INR 245.15 25-Jun-20

CISCO Systems Rupee Term Loan INR 3.64 6-Nov-21

Inter Corporate Deposit from Subsidiary

Short Term Loan INR 708.00 31-Mar-21

3) Details of non-convertible debentures as on 31st March 2020 :

ISIN Maturity

Date Coupon (%)

Date of Allotment

Principal amount

outstanding Credit Rating

Secured/Unsecured

(in Rs. Cr)

INE742F07122 27-Sep-21 10.5 27-Sep-12 39.66 AA+ (Stable) Secured

INE742F07171 1-Mar-23 10.5 27-Feb-13 494.00 AA+ (Stable) Secured

INE742F07346 26-May-23 9.35 26-May-16 99.36 AA+ (Stable) Secured

INE742F07353 27-May-26 9.35 26-May-16 99.13 AA+ (Stable) Secured

INE742F07361 4-Jul-26 9.35 30-Jun-16 251.39 AA+ (Stable) Secured

INE742F07411 27-Nov-26 8.24 29-Nov-16 1,300.00 AA+ (Stable) Secured

INE742F07429 8-Mar-27 8.22 8-Mar-17 1,000.00 AA+ (Stable) Secured

INE742F07437 30-Oct-27 7.65 31-Oct-17 1585.88 AA+ (Stable) Secured

INE742F07445 28-Feb-20 7.5 23-Apr-21 70 AA+ (Stable) Secured

INE742F07452 28-Feb-20 7.5 15-Jun-21 85 AA+ (Stable) Secured

INE742F07478 20-Mar-20 7.5 15-Jun-21 125 AA+ (Stable) Secured

4) List of the top 10 Debenture Holders of the Issuer as on 31st March 2020 :



53

Holder Name Number of Debenture

in De-mat Form Holding in Rs. Cr.

LIFE INSURANCE CORPORATION OF INDIA 43940 4394

HDFC Trustee CO. LTD. 1250 125

DSP FMP 850 85

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED 660 66

BHARTI AXA LIFE INSURANCE COMPANY LTD 600 60

FOOD CORPORATION OF INDIA CPF TRUST 500 50

THE NEW INDIA ASSURANCE COMPANY LIMITED 500 50

TATA MOTORS LIMITED PROVIDENT FUND 435 43.5

AVIVA LIFE INSURANCE COMPANY INDIA LIMITED 400 40

GENERAL INSURANCE CORPORATION OF INDIA 400 40

5) Details of the Corporate Guarantee issued (with outstanding amount against facilities) by the Issuer as on 31st March 2020 :

Name of the Company Type of

Relationship Name of

Bank/Lender Amount Outstanding (Rs.

Crore) Adani International Container Terminal Pvt. Ltd

JV Company EXIM Bank 61.14

Adani CMA Mundra Terminal Private Limited

JV Company JP Morgan 151.29

Dhamra LNG Terminal Pvt Ltd JV Company Standard Chartered Bank

558.79

Karnavati Aviation Private Limited Subsidiary Bank of America 49.48

Adani Vizhinjam Port Private Limited Subsidiary Bank of America 61.51

Shanti Sagar International Dredging Pvt Ltd

Subsidiary Citi Bank & DZ Bank. 639.18

Adani Hazira Port Private Limited Subsidiary HDFC Bank Ltd. 600.00

Adani Agri Logistics Limited Subsidiary ICICI Bank Ltd. 214.20

6) Details of the commercial papers issued by the Issuer as on 31st March 2020 :

ISIN Number Bank Name Amount

(in Rs. Cr) Int. Rate

(%) Term Start Term End

INE742F14MN9 STATE BANK OF INDIA 48.97 6.65 30-Jan-20 27-Jul-20

INE742F14MQ2 STATE BANK OF INDIA 245.15 8.5 27-Mar-20 25-Jun-20

7) Details of any other borrowing of the Issuer (if any, including hybrid debt instruments like FCCBs,

optionally convertible debentures or preference Shares as on 30th September, 2019. Not Applicable

8) Details of all default(s) and/or delays in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Issuer, in the past 5 years

NIL

9) Details of any outstanding borrowings taken and debt securities issued, where taken or issued: (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

Not Applicable



54

Standalone Profits of the Company, before and after making provision for tax, for the three audited financial years immediately preceding the date of circulation of Information Memorandum

(Amount in Rs. Cr) Standalone Profit & Loss Account

PARTICULARS For the Year ended March

31, 2020


2019


31, 2018

Revenue from Operations 4,643 5,336 6,534

Other Income 2,903 2,343 1,607

Total Revenue 7,546 7,679 8,141

Expenses

Operating Expenses 1,067 996 1,515

Employee Benefits Expenses 225 231 194

Finance Costs 1,752 1,422 1,395

Foreign Exchange Loss (net) 1,582 445 62

Depreciation and Amortization Expense 553 474 471

Other Expenses 336 326 379

Total Expenses 5,515 3,894 4,015

Profit before tax & Exceptional Item 2,032 3,786 4,127

Exceptional Item - (122) (297)

Profit before tax 2,032 3,664 3,829

Tax Expense:

- Current Tax (MAT) 367 780 1,378

- MAT Credit Entitlement (Incl. additional MAT credit) - - -

- Excess provision of earlier years written back - - -

- Deferred Tax Charge (270) 246 43

Total Tax Expense 97 1,026 1,421

Profit for the year 1,934 2,638 2,408

Other Comprehensive Income net of Tax 11 19 9

Total Income including Other Comprehensive Income 1,946 2,657 3,011

Total No of Shares Outstanding 2,031,751,761 2,07,09,51,761 2,07,09,51,761

Earning per Equity Share (in Rs.) face value of Rs. 2 each 9 13 15

Dividends declared by the Company in respect of the said three financial years; interest coverage ratio (Standalone) for last three years (Cash profit after tax plus interest paid/interest paid) Dividend has been declared by the Company in respect of the said three financial years and is as mentioned below:

Parameters 31-03-2020 31-03-2019 31-03-2018

Dividend Declared (in % of face value of share) 120% 10% 100%

Interest coverage ratio 3.22 4.19 4.16



55

A summary of the standalone financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum;

Rs. In Crore


31, 2020


31, 2019


31, 2018

EQUITY AND LIABILITIES

SHAREHOLDERS FUNDS

Share Capital 406 414 414

Reserves and Surplus 19459 20077 17869

Sub Total 19865 20492 18283

NON-CURRENT LIABILITIES

Long-term Borrowings 24638 18082 18840

Other Long-term Liabilities 762 718 843

Sub Total 25400 18800 19682

CURRENT LIABILITIES

Short-term Borrowings 2202 5851 715

Trade Payables 218 194 213

Other Current Liabilities 4084 2039 1801

Liabilities for Current Tax 0 4 92

Short-term Provisions 44 44 46

Sub Total 6548 8132 2868

Total 51813 47424 40834

ASSETS

NON CURRENT ASSETS

Non Current Assets

Property, Plant and Equipment 10500 8985 7897

Goodwill & Intangible Assets 82 89 60

Capital Work-In-Progress 675 775 1627

Fixed asset held for sale

Total Fixed Assets 11258 9849 9584

Non-Current Investments 15604 13455 10023

Loans and Advances 10095 8117 8395

Trade Receivables 0 - 2

Deferred Tax Assets (net) 954 805 1132

Other Non-Current Assets 3484 2923 1481

Sub Total 41395 35149 30617

CURRENT ASSETS


Inventories 87 625 363

Trade Receivables 2133 1910 3286

Cash and Bank Balances 4444 3869 1273

Loans and Advances 1571 3057 2659

Other Current Assets 2171 2312 2115

Sub Total 10418 12275 10216

Total 51813 47424 40834



56

Standalone Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum;

(Amount in Rs. Cr)

Particulars For the Year ended March

31, 2020


2019


31, 2018

A. Cash Flow from Operating Activities

Net Profit Before Tax 2,032 3,664 3,829

Adjustment for:

Depreciation & Amortisation Expense 553 474 471

Unclaimed liabilities/Excess Provision Written Back (0) (9) (1)

Amortisation of Cost of Land Lease 1 28 9

Amortisation of amount received under long term land lease/Infrastructure usage Income

(62) (62) (59)

Financial Guarantee (3) (7) (5)

Government Grant (0) (0) (0)

Interest Expense 1,879 1,477 1,218

Derivative(Gain) (127) (55) 239

Unrealised Foreign Exchange Loss 1,651 406 107

Recognition of exceptional item - 122 -

Provision for Doubtful Debts/Advances - - 196

'Impairment of Equity Investment - - 101

Interest Income (2,075) (1,811) (1,514)

Dividend Income (703) (424) (4)

Profit on sale of Current Investment (27) (29) (25)

Amortization of benefit under deposits 2 7 9

Diminution in value of Inventories/investments - 0 -

Loss on Sale of Fixed Assets (8) 3 8

Operating Profit Before Working Capital Changes 3,111 3,784 4,579

Adjustment For:

(Increase)/ Decrease in Trade Receivables 33 1,103 (1,443)

(Increase)/ Decrease in Inventories (24) 4 65

(Increase) in Other Assets (78) (391) 618

(Increase) in Loans & Advances (169) (568) -

Increase in Provisions (2) (2) (3)

(decrease) in Trade Payables 19 (19) (52)

Increase in Other Liabilities 808 103 (549)

Cash Generated From Operations 3,698 4,014 3,215

Direct taxes (Paid)(net of refunds) (528) (800) (803)

Net Cash Flow from operating Activities 3,170 3,214 2,411

B. Cash Flow From Investing Activities

Purchase of Fixed Assets including Capital Work in Progress & capital Advances

(863) (991) (245)

Proceeds from Sale of Property, Plant and Equipment 77 15 104

Proceeds from transfer of Marine Business Undertaking - - 200

Deposits given against Capital Commitments (60) (423) -



57

Investments made in Subsidiaries/Associates (2,123) (4,022) (48)

(Investment) / Redemption made in Non-Convertible Redeemable Debentures/other Investment

78 317 (317)

Loan given/received back (378) 226 (1,948)

Proceeds from/(Deposits in) Fixed Deposits with a maturity period of more than 90 days(net)

(17) 808 222

sale/(Purchase) of investments in mutual Fund(net)/Debentures

521 63 25

Proceeds from sale of Fixed Assets - - 396

Dividend Received 703 424 4

Interest received 2,030 1,181 1,058

Net cash Flow from Investing Activities (31) (2,403) (550)

C. Cash Flow From Financing Activities

Proceed from Long Term Borrowings(including Bond Issue Proceeds)

11,427 11 4,885

Repayment of Long Term Borrowings(Including Debentures)

(5,741) (1,398) (2,546)

Proceeds from Short term Borrowings 44,699 36,737 15,742

Repayment of Short term borrowings (48,412) (30,822) (18,346)

Interest & Finance Charges Paid (1,859) (1,536) (1,155)

(loss)/Gain on Settlement/Cancellation of derivative Contracts

(20) (23) (183)

Payment of Dividend on Equity & Preference Shares (691) (414) (324)

Payment on buy-back of equity shares (1,960) - -

Prepayment of preference share (12) - -

Payment for expenses on buy-back of shares (11) - -

Repayment of lease liabilities (1) - -

Net Cash Flows from Financing Activities (2,581) 2,555 (1,926)

D. Net Increase in Cash & Cash Equivalents(A+B+C) 558 3,367 (64)

E. Cash & Cash Equivalents at the beginning of the year 3,851 484 548

F. Cash & Cash Equivalents at the end of the year 4,408 3,851 484

Components of Cash & Cash Equivalents

- Cash on Hand - - 0

-Cheque on Hand - - 242

- On Current Accounts 4,408 3,735 216

- On Current Accounts Enmarked For Unpaid dividend - - 26

- On Fixed Deposit Accounts - 115 -

Cash & Cash Equivalents at the end of the year 4,408 3,851 484



58

Consolidated Profits of the Company, before and after making provision for tax, for the three audited financial years immediately preceding the date of circulation of Information Memorandum

(Amount in Rs. Cr)


31, 2020


31, 2019


31, 2018

Revenue from Operations 11,873 10,925 11,323

Other Income 1,861 1,362 1,011

Total Revenue 13,734 12,288 12,334

Expenses

Operating Expenses 3,097 2,761 3,232

Employee Benefits Expense 547 530 447

Finance Costs (including derivate gain/loss & forex MTM) 3,440 1,861 1,579

Depreciation and Amortization Expense 1,680 1,373 1,188

Other Expenses 664 567 498

Total Expenses 9,427 7,093 6,945

Profit Before tax 4,307 5,195 5,389

Exceptional Item (59) (69) (155)

Profit Before tax after exceptional item 4,248 5,126 5,234

Tax Expense:

- Current Tax (MAT) 707 1,058 1,546

- MAT Credit Entitlement ( Incl. additional MAT (104) (195.44) (95)

- Deferred Tax Charge (145) 219 93

Total Tax Expense 459 1,081 1,544

Profit after tax and before share of profit from joint venture entities

3,789 4,045 3,690

Add:- Share of Profit/(loss) of Associates (4) - -

Other Comprehensive Income 37 15 10

Net Profit 3,821 4,060 3,700

Basic and Diluted Earnings per Equity Share (in Rs. ) face value of Rs. 2 each

18 19 18

A summary of the consolidated financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum;

(Amount in Rs. Cr)


31, 2020


31, 2019


31, 2018

EQUITY AND LIABILITIES

SHAREHOLDERS'FUNDS

Share Capital 406 414 414

Reserves and Surplus 25,217 24,124 20,655

Sub Total 25,623 24,538 21,069

Minority Interest 220 210 150

Total Equity 25,843 24,748 21,218

NON-CURRENT LIABILITIES

Long-Term Borrowings 26,181 19,883 20,629

Deferred Tax Liabilities (Net) 287 216 142

Other Long Term Liabilities 2,188 1,324 1,337

Long-Term Provisions 8 4 4

Sub Total 28,664 21,428 22,112

CURRENT LIABILITIES

Short Term Borrowings 1,544 6,546 773

Trade Payables 1,342 572 490



59

Other Current Liabilities 4,704 3,135 2,683

Short-Term Provisions 106 99 98

Sub Total 7,696 10,352 4,044

Total 62,204 56,527 47,375

ASSETS

NON CURRENT ASSETS

Fixed assets

Tangible assets 27,488 22,781 18,444

Capital work-in-progress 3,216 4,483 4,545

Intangible assets 3,286 2,073 1,559

Goodwill on consolidation 1,940 3,268 2,667

Investments accounted using Equity Method 826 3 -

36,757 32,608 27,215

Non-current investments 340 265 559

Deferred Tax Assets (net) 1,210 1,028 1,311

Loans and Advances 1,264 1,220 1,196

Trade Receivables - - 2

Other Non-Current Assets 7,813 6,775 2,805

Sub Total 47,384 41,896 33,088

CURRENT ASSETS


Inventories 288 807 520

Trade Receivables 3,202 2,790 4,310

Cash & Bank Balances 7,314 5,967 2,968

Loans and Advances 1,853 1,548 1,505

Other Current Assets 2,151 3,006 4,464

Sub Total 14,820 14,631 14,287

Total 62,204 56,527 47,375

Consolidated Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum;

(Amount in Rs Cr)

Particulars For the Year ended March

31, 2020


31, 2019


31, 2018

A. Cash Flow from Operating Activities

Net Profit Before Tax 4,244 5,126 5,234

Adjustment for:

Depreciation & Amortisation Expense 1,680 1,373 1,188

Unclaimed liabilities/Excess Provision Written Back (2) (19) (2)

Amortisation of Cost of Land Lease 20 34 12

Amortisation of amount received under long term land lease/Infrastructure usage Income

(72) (63) (58)

Interest Expense 1,951 1,428 1,257

Unrealised Foreign Exchange Loss 1,710 447 146

Derivative(Gain) (138) (43) 238

Provision for Doubtful Debts/Advances 19 24 (0)



60

Interest Income (1,675) (1,220) (901)

Dividend Income (8) (7) (4)

Profit on sale of Current Investment (43) (43) (35)

Loss on Sale of Fixed Assets 4 4 11

Financial Guarantees Income (2) (6) (4)

Amortisation of Government Grant (12) (11) (9)

Provision for Impairment

(53) 155

Investment accounted using Equity Method 4 - 75

Diminution in value of Inventories

3 0

Amortisation of Security Deposit Given 2 7 9

Gain on account of dilution of stake in Subsidiary (481)

Provision for Royalty on storage 59

De-recognition of accrued revenue

122

Operating Profit Before Working Capital Changes 7,260 7,104 7,314

Adjustment For:

(Increase)/ Decrease in Trade Receivables (176) 1,264 (1,561)

(Increase)/ Decrease in Inventories (44) (257) 45

(Increase) in Other Assets (100) (1,280) 481

Increase in Provisions 6 (4) 4

(decrease) in Trade Payables 84 80 (25)

Increase in Other Liabilities 1,221 229 157

Cash Generated From Operations 8,251 7,136 6,414

Direct taxes (Paid)(net of refunds) (850) (1,107) (999)

Net Cash Flow from operating Activities 7,402 3,918 5,415

B. Cash Flow From Investing Activities

Purchase of Fixed Assets including Capital Work in Progress & capital Advances

(3,615) (2,940) (2,732)

Deposits given against Capital Commitments (379) (2,065) -

Investments Made in Non-Convertible redeemable Debentures

- 317 (317)

Payment/Advance paid toward acquisition of subsidiaries (273) (1,478) (375)

Proceeds from sale of investment 78

Investment in Preference share in Joint Venture entities (289)

Loans (given)/received back (net) 263 (40) (155)

Proceeds from/(Deposits in) Fixed Deposits with a a maturity period of more than 90 days(net)

1,065 1,006 (1,108)

sale/(Purchase) of investments in mutual Fund(net) 58 17 48

Proceeds from sale of Fixed Assets 57 54 34

Dividend Received 8 7 4

Interest received 1,977 653 606

Purchase of Non-Current investment

- -

Advance received back

- -

Equity investment in Joint Venture entities (191) (3) (55)

Sale/(Purchase) of Investments in Debentures and Commercial Papers (net)

492 48 396

Net cash Flow from Investing Activities (750) (4,424) (3,653)

C. Cash Flow From Financing Activities

Proceed from Long Term Borrowings(including Bond Issue Proceeds)

12,199 155 5,696



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Repayment of Long Term Borrowings(Including Debentures)

(7,063) (1,810) (3,291)

Proceeds/Repayment of Short Term Borrowings (net) (4,734) 5,963 (2,604)

Interest & Finance Charges Paid (1,924) (1,472) (1,164)

(loss)/Gain on Settlement/Cancellation of derivative Contracts

108 (18) (202)

Payment of Dividend on Equity & Preference Shares (845) (505) (324)

Repayment of Lease Liabilities (13)

Payment on Buy-back of Equity Shares (1,960)

Payment for expenses on buy-back of Equity shares (11)

Pre-payment of Preference shares (12)

Net Cash Flows from Financing Activities (4,256) 2,313 (1,889)

D. Net Increase in Cash & Cash Equivalents(A+B+C) 2,396 3,883 (127)

E. Cash & Cash Equivalents at the beginning of the year 4,798 823 950

F. Cash & Cash Equivalents on acquisition of Subsidiary 3 91 -

G. Cash & Cash Equivalents on account of loss of control (1) (35)

G. Cash & Cash Equivalents at the end of the year 7,195 4,798 823

Components of Cash & Cash Equivalents

Cash on Hand 0 0 0

Cheque on Hand

- 242

- On Current Accounts 7,151 4,613 548

- On Fixed Deposit Accounts 44 185 33

Cash & Cash Equivalents at the end of the year 7,195 4,798 823

Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company. There have been no significant changes in accounting policies during the last three years except for the changes disclosed in the notes to the financial statements, if any. Also Accounting policies are followed on a consistent basis for the Financial Year-2016-17.



62

Abridged version of Latest Limited Review Consolidated and Standalone Financial Information: Standalone Profit & Loss statement-

PARTICULARS For the Half Year

ended September 30, 2019

For the Half Year ended September 30, 2018

Revenue from Operations 2275.47 2284.50 Other Income 1144.50 1304.77 Total Revenue 3419.97 3589.27 Expenses Operating Expenses 486.89 402.94 Employee Benefits Expenses 116.58 108.27 Finance Costs (including derivate gain/loss & forex MTM)

1412.87 1290.53

Depreciation and Amortization Expense 259.73 236.57 Other Expenses 169.20 151.31 Total Expenses 2445.27 2189.62 Profit before tax 974.70 1399.65 Tax Expense: - Current Tax (MAT) 314.21 324.47 - Deferred Tax Charge -314.54 28.26 Total Tax Expense -0.33 352.73 Profit for the year 975.03 1046.92 Other Comprehensive Income net of Tax -0.43 0.41 Total Income including Other Comprehensive Income

974.60 1047.33

Earning per Equity Share (in Rs.) face value of Rs. 2 each

4.71 5.06

Consolidated Profit & Loss Statement –

PARTICULARS For the Half Year

ended September 30, 2019

For the Half Year ended September 30, 2018

Revenue from Operations 5615.63 5019.04 Other Income 928.19 607.14 Total Revenue 6543.82 5626.18 Expenses Operating Expenses 1407.18 1221.23 Employee Benefits Expense 267.75 250.02 Finance Costs (including derivate gain/loss & forex MTM)

1454.40 1502.59

Depreciation and Amortization Expense 801.06 674.49 Other Expenses 306.51 255.90 Total Expenses 4236.90 3904.23 Profit Before tax 2306.92 1721.95 Exceptional Item -58.63 0.00 Tax Expense: - Current Tax (MAT) (Refer note 33) 506.63 422.16 - MAT Credit Entitlement ( Incl. additional MAT credit)

-55.94 -55.09

- Deferred Tax Charge -290.26 43.25 Total Tax 160.43 410.32 Profit After Tax 2087.86 1311.63 Other Comprehensive Income -21.83 0.20 Net Profit 2066.03 1311.83 Basic and Diluted Earnings per Equity Share (in Rs. ) face value of Rs. 2 each

10.03 6.26



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Standalone Balance Sheet:

PARTICULARS

For the Half Year ended

September 30, 2019


September 30, 2018

EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital 406.35 414.19 Reserves and Surplus 19129.81 18299.44 Sub Total 19536.16 18713.63 NON-CURRENT LIABILITIES Long-term Borrowings 23765.30 18743.92 Other Long-term Liabilities 767.28 741.08 Sub Total 24532.58 19485.00 CURRENT LIABILITIES Short-term Borrowings 6650.61 2356.59 Trade Payables 171.84 171.39 Other Current Liabilities 2065.18 2642.96 Liabilities for Current Tax 3.82 3.36 Short-term Provisions 44.19 42.31 Sub Total 8935.64 5216.61 Total 53004.38 43415.24 ASSETS NON CURRENT ASSETS Fixed assets Tangible Assets 9157.06 8116.72 Intangible Assets 86.08 78.83 Capital Work-In-Progress 1175.48 1671.54 Fixed asset held for sale Total Fixed Assets 10418.62 9867.09 Non-Current Investments 15222.17 12166.11 Loans and Advances 9967.18 7954.08 Trade Receivables 0.00 0.23 Deferred Tax Assets (net) 980.10 988.10 Other Non-Current Assets 3449.63 1724.08 Sub Total 40037.70 32699.69 CURRENT ASSETS Current Investments 322.81 789.31 Inventories 650.05 602.01 Trade Receivables 1444.06 2099.07 Cash and Bank Balances 6513.69 2238.11 Loans and Advances 1238.87 2130.97 Other Current Assets 2797.20 2856.08 Sub Total 12966.68 10715.55 Total 53004.38 43415.24

Consolidated Balance Sheet –

PARTICULARS


September 30, 2019


September 30, 2018



64

EQUITY AND LIABILITIES SHAREHOLDERS'FUNDS Share Capital 406.35 414.19 Reserves and Surplus 24472.14 21245.33

Sub Total 24878.49 21659.52 Minority Interest 436.74 171.49 Total Equity 25315.23 21831.01 NON-CURRENT LIABILITIES Long-Term Borrowings 26181.63 20452.28 Deferred Tax Liabilities (Net) 191.82 180.91 Other Long Term Liabilities 1809.46 1234.84 Long-Term Provisions 7.55 3.36

Sub Total 28190.46 21871.39 CURRENT LIABILITIES Short Term Borrowings 4761.88 2599.62 Trade Payables 624.30 416.70 Other Current Liabilities 3388.17 3724.05 Short-Term Provisions 102.38 98.10

Sub Total 8876.73 6838.47 Total 62382.42 50540.87

ASSETS NON CURRENT ASSETS Fixed assets Tangible assets 24279.26 20926.18 Intangible assets 2188.64 1610.53 Capital work-in-progress 5746.50 4859.51 32214.40 27396.22 Goodwill on consolidation 3288.06 2810.48 Investments accounted using Equity Method 3.03 Non-current investments 265.49 242.14 Deferred Tax Assets (net) 1192.24 1167.39 Loans and Advances 1257.49 1242.40 Trade Receivables 0.00 0.23 Other Non-Current Assets 7275.14 3331.05

Sub Total 45495.85 36189.91 CURRENT ASSETS Current Investments 356.81 802.14 Inventories 846.60 765.23 Trade Receivables 2357.91 3312.32 Cash & Bank Balances 8422.46 4419.17 Loans and Advances 1245.45 1376.73 Other Current Assets 3657.34 3675.37

Sub Total 16886.57 14350.96 Total 62382.42 50540.87

Any material event /development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer / promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. There is no material event, development or change having implications on the financials or credit quality at the time of the issue which may affect the issue or the investor’s decision to invest or continue to invest in the debentures. Details of significant and material orders passed by any regulator, court or tribunal impacting the going concern of the issuer and future operations NIL Details of Borrowing as on 31st March 2020 (Standalone) including any other issue of debt securities in past Total Borrowings: Rs. 28286.2 Crore



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Interim Accounts, if any Not Applicable Total NCDs of maturity up to one year outstanding as at 31st March 2020: As on 31st March 2020, INR 184.67 crores of NCDs will be maturing within a year. Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans & debt securities The Company has paid all interest and principal on due dates without any delay. Any conditions relating to tax exemption, capital adequacy etc. to be brought out fully in the documents Not Applicable The following details in case of companies undertaking major expansion or new projects:- (a) Cost of the project, with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology, market etc) (e) Risk factors Not Applicable



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TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section “Particulars of Offer” above. Below are the general terms and conditions. Issue Issue of the Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each, aggregating Rs. 50 Crore with Green Shoe Option of an additional Rs. 650 Crores on a private placement basis in dematerialized form in one series. Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and other applicable laws in this regards. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities. IDBI Trusteeship Services Limited has granted its consent to be appointed as Debenture Trusteed vide its letter dated 21.05.2020 issued to the Issuer, for being of Debentures. The copy of the consent letter from IDBI Trustee Services Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E. The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed. India Rating & Research limited has assigned Provisional AA+ (Stable) rating to these Debentures by a letter dated 27th April 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 above rating is not a recommendation to buy, sell or hold the Debentures or other securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines); the same shall be disclosed in the offer document. Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed. The Issuer confirms that IDBI trustee Services limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 21st May 2020 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Information Memorandum with. Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the consent letter from IDBI trusteeship Services limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E. Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange. The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited. The details of BSE Limited are as below: The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Phone: +91 22 2272 1233/4 Fax: +91 22 2272 1919



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Issue/instrument specified regulations - relevant details (Companies Act, RBI guidelines, etc): SEBI vide its circular CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI vide its circular No. 89 dated March 1, 2012 had decided that a SEBI registered FIIs/sub-accounts of FIIs can now invest in primary issues of non-convertible debentures (NCDs)/bonds only if listing of such NCDs/bonds is committed to be done within 15 days of issue. In case the NCDs/bonds issued to the SEBI registered FIIs/sub-accounts of FIIs are not listed within 15 days of issuance to the SEBI registered FIIs/sub- accounts of FIIs, for any reason, then the FII/sub-account of FII shall immediately dispose of these NCDs/bonds either by way of sale to a third party or to the Issuer. As per the provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2014, a foreign portfolio investor shall invest only in the Securities in the primary and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India. The Issuer hereby undertakes that in case the Debentures are not listed within 20 days of issuance (the “Listing Period”) to the SEBI registered FIIs / sub-accounts of FIIs, for any reason, the Issuer shall on the next Business Day on expiry of the Listing Period redeem / buyback the Debentures from the FIIs/sub- accounts of FIIs or shall arrange for a third party to purchase such Debentures. Application Process: 1) Who Can Apply:

This Information Memorandum is restricted to only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Issuer, and only such recipients are eligible to apply for the Debentures. Prospective subscribers must make their own independent evaluation and judgment regarding their eligibility to invest in the issue. Prior to making any investment in these Debentures, each investor should satisfy and assure herself/himself/itself that it is authorized and eligible to invest in these Debentures. The Issuer shall be under no obligation to verify the eligibility/authority of the investor to invest in these Debentures.

2) How to apply Since the issue size is more than 200 crore, the Issuer shall abide by SEBI Circular SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018 providing guidelines for ‘Electronic book mechanism for issuance of securities on private placement basis’ along with operational guidelines issued by BSE providing Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism. We have enumerated below the bidding process in brief for your ready reference: Issuer to register themselves with BSE BOND from the below URL: https://bond.bseindia.com/Issuer_Registration.aspx Investor(s) can register themselves with BSE BOND from the below URL: https://bond.bseindia.com/Investor_Registration.aspx.

3) Time line for issue setup and bidding window: Activity Timeline

Uploading Private Placement Memorandum

(“PPM”)/ Information Memorandum (“IM”)

and Term Sheet

At least two working days prior to the start of

issue opening date

Bidding announcement on BSE BOND along with details of

bid opening and closing time

At least one working day before initiating the

bidding process

Minimum time frame for Bidding window The issue shall be open for at least one hour

The bidding window shall be open for the period between 10:30 am to 11:30 am.



68

Bidder to quote the Bid entry by entering bid Amount since it’s a Fixed Rate Issue and Fixed Price Issue.

Multiple bids by a bidder is not permitted.

Multiple bid by Arranger is allowed where each bid is on behalf of different investor(s)

Only Arrangers that are mapped to an Issue will be allowed to enter bids on behalf of their investors (QIB and Non-QIB), subject to prior registration of such investor with BSE BOND platform

Arrangers mapped to an Issue are also allowed to bid on propriety, client and consolidated basis.

All QIBs and Non-QIBs registered with the BSE BOND platform will be allowed to bid on propriety basis

The Registered Custodial Clearing Members will be allowed to bid on “Client” basis only for FPI clients

- Settlement: Pay-in towards the allotment of allotment of securities shall be done from the account of the bidder, to whom allocation is to be made. Pay in shall be done through clearing corporation of BSE , i.e. Indian Clearing Corporation Limited “ICCL”.

4) Settlement Summary

Timelines Activity for Clearing Corporation Indian Clearing Corporation Limited (“ICCL”)

T Day Bidding Session

T+1 Day Successful Bidders to transfer funds from bank account(s) registered with BSE BOND to the bank account of ICCL to the extent of funds pay-in obligation on or before 10:30 hours Issuer to inform BSE BOND about the final decision of the Issuer to go-ahead with allotment for the issue by 12:00 hours Issuer to give instruction to RTA for crediting securities to successful bidders. RTA to provide corporate action file along with all requisite documents to Depositories by 12:00 hours Clearing Corporation to initiate transfer of funds to the bank accounts designated by the Issuer

Activity for Depositories Depositories on the instruction of issuer or through its RTA, will be crediting the securities to the demat account of the investors

5) Issue withdrawal

Withdrawal of issue: An Issuer, at its discretion, may withdraw from the issue

process as per the following conditions: I. Issuer is unable to receive the bids up to base issue size. II. Bidder has defaulted on payment towards the allotment, within stipulated timeframe, due to which the issuer is unable to fulfil the base issue size III. Cut off yield in the issue is higher than the estimated cut off yield disclosed to BSE BOND, where the base issue size is fully subscribed

Restriction on usage of ANY EBP: If the Issuer has withdrawn the issue apart from any of the above conditions, the issuer will not be able to use any of the platforms provided by any EBP for the period of 7 days from the date of such withdrawal

6) Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form



69

along with other necessary documents to Adani Ports and Special Economic Zone Limited by the Deemed Date of Allotment.

7) Applications to be accompanied with bank account details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of all amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS/NEFT.

8) Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate or document, if any, must be lodged along with the submission of the completed Application Form. Further modifications or additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and Articles and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. In case of an application made by mutual funds, FIIs and sub-accounts of FIIs, a certified true copy of their SEBI registration certificate must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto.

9) PAN Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be considered incomplete and are liable to be rejected.

10) Issue Programme(Tentative)

Issue Opening Date Issue Closing Date Deemed Date of Allotment 26th May 2020 26th May 2020 27th May 2020

The Issuer reserves the right to change the Issue time table, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons therefore or prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum.

11) Depository Arrangements The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form.

12) Debentures held in Dematerialized form The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment. The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form. The depository participant’s name, depository participant identification number and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the investor.

13) List of Beneficiaries



70

The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date. This shall be the list, which will be used for repayment of redemption monies, as the case may be.

14) Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI trusteeship Services limited to act as trustee for the Debenture Holder(s).The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter alia, specifying thepowers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s)shall, without further act or deed, be deemed to have irrevocably given their consent to the DebentureTrustee or any of its agents or authorized officials to do all such acts, deeds, matters and things inrespect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deemnecessary or require to be done in the interest of the Debenture Holder(s) in accordance with theprovisions of the Debenture Trust Deed and the other transaction documents. Any payment made by theIssuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s)with regard to repayment of principal and redemption premium and will take necessary action, subject toand in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shallbe entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so boundto proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights andremedies of the Debenture Holders and the manner of enforcement thereof.

15) Sharing of Information

The Issuer may, subject to applicable law, exchange, share or part with any financial or other informationabout the Debenture Holder(s) available with the Issuer, with credit bureaus, agencies and statutorybodies, as may be required and the Issuer shall not be liable for use of the aforesaid information.

16) Debenture Holder not a Shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available to theshareholders of the Issuer. The Debentures shall not confer upon the Debenture Holders the right toreceive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

17) Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form since thesaleable lot is one Debenture.

18) Notices

Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed.

19) Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor oradministrator of the concerned Debenture Holder(s), or the other legal representative as having title tothe Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or otherlegal representative as having title to the Debenture(s), unless such executor or administrator obtains aprobate or letter of administration or other legal representation, as the case may be, from a court in Indiahaving jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with the production of the probateor letter of administration or other legal representation, in order to recognize such holder as beingentitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production ofsufficient documentary proof or indemnity.

20) Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely to all classes of Eligible Investors. The Debenture(s) shall betransferred and/ or transmitted in accordance with the applicable provisions of the Companies Act, 1956,the Companies Act, 2013 and other applicable laws. The provisions relating to transfer, transmission andother related matters in respect of the shares of the Issuer contained in the Articles of the Issuer, theCompanies Act, 1956 and the Companies Act, 2013 shall apply, mutatis mutandis (to the extentapplicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be



71

transferred subject to and in accordance with the rules or procedures as prescribed by NSDL and CDSL and the relevant depository participants of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, redemption will be made to the person, whose name appears in the register of Debenture Holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository participant account to his depository participant.

Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only.

21) Purchase and Sale of Debentures by the Issuer

The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debtmarket in accordance with applicable law. Such Debentures may, at the option of the Issuer, becancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fitand as permitted by law. In the event of purchase of Debentures by the Issuer, the Issuer will not beentitled to any of the rights and privileges available to the Debenture Holders including right to receivenotices of or to attend and vote at meetings of the Debenture Holders.

22) Effect of Holidays

Should any of the dates defined above or elsewhere in this Information Memorandum other than theDeemed Date of Allotment, fall on a Sunday or is not a Business Day, the preceding day (Business Day)for Principal payments and next day (Business Day) for Interest payments shall be considered as theeffective date(s). In case the Record Date / book closure date falls on a Sunday or is not a Business Day,the day prior to the said date shall be the Record Date / book closure date.

23) Allotment Intimation

The Debentures will be allotted to investor in dematerialized form and will be directly credited to thebeneficiary account as given in the Application Form after verification.

24) Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date ofAllotment.

25) Record Date

The record date for repayment of redemption amount shall be 15 Days prior to the date of redemption ofsuch Debentures, the date of payment of interest or the redemption date.

26) Re-issue of Debentures

Where the Issuer has redeemed such Debentures, subject to the provisions of the Companies Act andother applicable provisions, the Issuer shall have the right to keep such Debentures alive for the purposeof reissue and in exercising such right, the Issuer shall have the power to re-issue such Debentures,subject to the representations, warranties and covenants of the Issuer under the Debenture Trust Deedbeing met, either by re-issuing the same Debentures or by issuing other Debentures in their place.

27) Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatchedwithin 7 days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of theapplication money relating to the Debentures in respect of which allotments have been made, theRegistrar and Transfer Agent shall upon receiving instructions in relation to the same from the Issuerrepay the moneys to the extent of such excess, if any.

If the Debentures are not listed on the WDM Segment of the BSE Limited within 20 (Twenty) BusinessDays, the entire amount will be refunded to the Debenture Holders.



72

28) Payment on Redemption

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS/NEFT system/ funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiaries’ name and account number, address, bank details and depository participant’s identification number given by the Depositories to the Issuer and the Registrar and Transfer Agents on the Record Date. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the register of Debenture Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL and CDSL and accordingly the account of the Debenture Holder(s) with NSDL and/or CDSL, as the case may be, will be adjusted. The Issuer's liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Issuer will not be liable to pay any compensation from the dates of such redemption. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.



73

MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By the very nature and volume of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer.

However, copies of these contracts / documents referred below may be inspected at the Registered Office of the Issuer between 10.00 am and 2.00 pm on any Business Day until the issue closing date.

1. Memorandum and Articles of the Issuer;2. Certified true copy of the resolution passed by the Board dated 6th February 2019approving the issue of

Debentures;3. Certified true copy of the Special resolutions passed by the shareholders of the Issuer under Section 42 and

71 of the Companies Act, 2013;4. Copies of the annual reports of the Issuer for the last three years;5. Rating letter from the Rating Agency;6. Consent letter given by IDBI trusteeship Services limited for acting as trustee for the Debentures offered

under this Issue;7. Debenture Trustee Agreement entered into between the Issuer and the Debenture Trustee pursuant to this

issue of the NCD;

DECLARATION

a. The Company has complied with the provisions of the Act and the rules made thereunder;

b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repaymentof the Debentures, if applicable, is guaranteed by the Central Government; and

c. The monies received under the Issue shall be used only for the purposes and objects indicated in theInformation Memorandum.

I am authorized by the Board of Directors of the Company vide resolution dated 6th February 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

For, Adani Ports and Special Economic Zone Limited

Signature :

Name : Anish Shah

Designation : Authorized Signatory

Place : Ahmedabad

Date : 21.05.2020



74

ANNEXURES

Annexure A : Credit Rating Letter Annexure B : Application Form Annexure C : Contingent liabilities & Related Party Transactions of the Company Annexure D :Consent letter of Debenture Trustee Annexure E :Consent letter of Registrar and Transfer Agent Annexure F :Copy of Board & Shareholder’s Resolution



75

Annexure A : Credit Rating Letter :



76



77

Annexure B : Application Form :



78

Annexure C & D : Contingent Liability and Related Party Transactions :

Contingent Liabilities not provided for Rs. In Crore Sr. No.

Particulars March 31, 2019

March 31, 2018

March 31, 2017

a Corporate Guarantees given to banks and financial institutions against credit facilities availed by the joint venture entities. Amount outstanding there against Rs.146.33 crore(previous Year Rs.659.52 Crore).

345.78 773.88 772.25

b Corporate Guarantee given to a bank for credit facility availed by erstwhile subsidiary company, Mundra Port Pty Limited, Australia read with note (t) below. (Amount outstanding there against Rs. Nil (previous year Rs.1,877.04 crore)

Refer note (s)

below

Refer note (s)

below

Refer note (s)

below

c Bank Guarantees and Letter of Credit facilities availed by the joint venture entities and other group company against credit facilities sanctioned to the Company.

271.96 240.08 267.21

d Bank Guarantees given to government authorities and bank (also includes DSRA bank guarantees given to Bank on behalf of subsidiaries and erstwhile subsidiaries.)

173.37 134.30 159.98

e Civil suits filed by the Customers for recovery of damages against certain performance obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits.

0.94 0.94 0.94

f Show cause notices from the Custom Authorities against duty on port related cargo. The Company has given deposit of Rs.0.05 crore (previous year Rs.0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

0.14 0.14 0.14

g Customs department notice for wrongly availing duty benefit exemption under DFCEC Scheme on import of equipment. The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

0.25 0.25 0.25

h Various show cause notices received from Commissioner/ Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad and appeal there of, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other fixed assets during financial year 2006-07 to 2014-15. In similar matter, the Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs.4.50 crore (previous YearRs.4.50 crore) against the demand. These matters are pending before the Supreme Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Further, during the earlier year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year 2005-06 and favourable order from CESTAT against similar demand in respect of dispute relating to FY 2005-06 to FY 2010 -11 (up to Sept 2011).

36.49 36.49 24.78

i Show cause notices received from Commissioner of Customs and Central Excise, Rajkot and appeal thereof in respect of levy of service tax on various services provided by the Company and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. These matters are currently pending at High Court of Gujarat Rs.6.72 crore (previous Year Rs.6.72 crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad Rs.0.15 crore (previous Year Rs.0.15 crore) and Commissioner of Service Tax Ahmedabad Rs.0.03 crore (previous Year Rs.0.03 crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

6.90 6.90 6.90

j Commissioner of Customs, Ahmedabad has demanded vide letter no.4/Comm./SIIB/2009 dated 25/11//2009 for recovery of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.), subsidiary of the Company. Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of accounts.

2.00 2.00 2.00

k In terms of the Show Cause Notice issued to a subsidiary company by the Office of the Commissioner of Customs for a demand of Rs.18.33 Crore along with applicable interest and penalty thereon for the differential amount of Customs Duty in respect of import of Bombardier Challenger CI-600under Non-Scheduled Operation Permit (NSOP) has been raised on the Company.

18.33 18.33 18.33

l In terms of the Show Cause cum Demand Notice issued to subsidiary company by the Office of the Commissioner of Customs Preventive Section dated 27/02/2009, a demand of Rs.14.67 Crore along with applicable interest and penalty thereon for the differential amount of Customs Duty in respect of import of Aircraft Hawker 850 XP under Non-Scheduled Operation Permit (NSOP) has been raised on the Company.

14.53 14.53 14.53

m Notice received from Superintendent / Commissioner of Service Tax Department and show cause from Directorate General of Central Excise Intelligence for wrong availing of Cenvat Credit /Service tax credit and Education Cess on input services steel and cement on some of the subsidiary companies. The management is of the view that no liability shall arise on the

99.86 38.98 32.07



79

subsidiaries companies. n Show cause notice received from Directorate General of Central Excise Intelligence for Non-

Payment of Service Tax on Domestic Journey and on certain Foreign Service on reverse charge mechanism amounting to Rs.3.03 crore. The subsidiary company had filed appeal with Commissioner of Service Tax & received order for the same. The subsidiary company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the order of Commissioner for confirmation of tax liability of Rs.3.71 crore (including Penalty). The subsidiary company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise. The subsidiary company has paid Rs.0.35 crore under protest.

3.71 3.71 3.71

0 During the Current year, a subsidiary company has received an adjudication order from Additional Superintendent from Stamps, demanding stamp duty of Rs.22.16 crore, under the provisions of the Gujarat Stamps Act, 1950 (‘the Act’), payable on acquisition of Marine Business Undertaking pursuant to the scheme of arrangement approved by the National Company Law Tribunal (NCLT) in previous year. Against the said order the Company has filed Special Civil Application (SCA) and Letters Patent Appeal (LPA) with Gujarat High Court which is disposed of by the High Court during the year and subsequent to the year-end respectively on the grounds to prefer appeal with appropriate appellate authority under the provisions of the Act. After the balance sheet date, the Company has filed an appeal with the Chief Controlling Revenue Authority and deposited Rs.5.54 crore under protest for filling an appeal. As per the management’s estimate, on the basis of advise from the legal experts, the Company has provided Rs.4.43 crore in the current year in accordance with the provisions of the act and also doesn’t expect any additional demand.

17.73 - -

p The Company has received demand notice of Rs.181.73 lacs (including Penalty of Rs.1.51 crore) from Government of Andhra Pradesh, Department of Mines and Geology for evasion of Seigniorage fee of Rs.0.30 crore on utilization of Earth / Gravel in development of East Quay – 1 (EQ-1) in Vishakhapatnam Port Trust. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

1.82 - -

q Various matters of subsidiaries companies pending with Income Tax Authorities 6.05 1.29 1.13 r Statutory claims not acknowledged as debts 0.46 0.46 0.46

(s) The Company’s tax assessments is completed till assessment year 2015-16, pending appeals with Appellate Tribunal for Assessment Year 2011-12 and CIT (Appeals) for Assessment Year 2012-13 to 2015-16. During the year, the Company has received a favourable order from Appellate Tribunal for assessment year 2009-10 and 2010-11. The management is reasonably confident that no liability will devolve on the Company. (t) The Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty Limited ("MPPL") representing Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Limited, Singapore during the year ended March 31, 2013. The sale of securities transaction was recorded as per Share Purchase Agreement ('SPA') entered on March 30, 2013 including subsequent amendments thereto, with a condition to have regulatory and lenders approvals. The Company has all the approvals except in respect of approval from one of the lenders who has given specific line of credit to MPPL. The Company received entire sale consideration except AUD 17.17 Million as on reporting date. The Company expects to receive the said amount in next year. The Company had an outstanding corporate guarantee to a lender of USD 800 million against line of credit to MPPL, which was repaid in full during the year hence the same guarantee is not effective as on reporting date. The Company had also pledged its entire equity holding of 1,000 equity shares of AUD 1 each in MPPL in favour of lender which are in the process of getting released at the reporting date. Outstanding loan against said corporate guarantee as on March 31, 2019 is Nil (previous year USD 288.00 million). Since financial year 2013-14, the Company has received corporate guarantee (’Deed of Indemnity’) against above outstanding corporate guarantee from Abbot Point Port Holding Pte Limited, Singapore which is effective till discharge of underlying liability and as at reporting date is no longer effective.



80

Contingent Liability of the Company – Standalone

Contingent Liabilities not provided for Rs.In Crore

Sr. No Particulars March 31, 2019

March 31, 2018 March 31, 2018

a) Corporate Guarantees given to banks and financial institutions against credit facilities availed by the subsidiaries and joint ventures. Amount outstanding there against Rs.1,227.06 crore(previous year Rs.1,616.94 crore)

3,297.06 1,929.13 1,041.26

b) Corporate Guarantee given to a bank for credit facility availed by erstwhile subsidiary company, Mundra Port Pty Limited, Australia read with note (l) below. (Amount outstanding there against Rs. Nil (previous year Rs.1,877.04 crore)

(refer note (l))

(refer note (l)) (refer note (l))

c) Bank Guarantees and Letter of Credit facilities availed by the subsidiaries and joint ventures and other group company against credit facilities sanctioned to the Company.

1,198.33 1,778.45 1,875.36

d) Bank Guarantees given to government authorities and banks (also includes DSRA bank guarantees given to bank on behalf of subsidiaries and erstwhile subsidiaries.)

86.00 73.00 141.96

e) Civil suits filed by the Customers for recovery of damages against certain performance obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits.

0.94 0.94 0.94

f) Show cause notices from the Custom Authorities against duty on port related cargo. The Company has given deposit of Rs.0.05 crore (previous year Rs.0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

0.14 0.14 0.14

g) Customs department notice for wrongly availing duty benefit exemption under DFCEC Scheme on import of equipment. The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

0.25 0.25 0.25

h) Various show cause notices received from Commissioner/ Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad and appeals thereof, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other fixed assets during financial year 2006-07 to 2014-15. In similar matter, the Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs.4.50 crore (previous YearRs.4.50 crore ) against the demand. These matters are pending before the Supreme Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Further, during the earlier year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year 2005-06 and favourable order from CESTAT against similar demand in respect of dispute relating to FY 2005-06 to FY 2010 -11 (up to Sept 2011).

36.49 36.49 24.78

i) Show cause notices received from Commissioner of Customs and Central Excise, Rajkot and appeal thereof in respect of levy of service tax on various services provided by the Company and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. These matters are currently pending at High Court of Gujarat Rs.6.72 crore (previous Year Rs.6.72 crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad Rs.0.15 crore (previous Year Rs.0.15 crore) and Commissioner of Service Tax Ahmedabad Rs.0.03 crore (previous Year Rs.0.03 crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

6.90 6.90 6.90

j) Commissioner of Customs, Ahmedabad has demanded vide letter no.4/Comm./SIIB/2009 dated 25/11/2009 for recovery of penalty in connection with import of Air Craft which is owned by

2.00 2.00 2.00



81

Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.), subsidiary of the Company. Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of account.

k) The Company’s tax assessments is completed till assessment year 2015-16, pending appeals with Appellate Tribunal for Assessment Year 2011-12 and CIT (Appeals) for Assessment Year 2012-13 to 2015-16. During the year, the Company has received a favourable order from Appellate Tribunal for assessment year 2009-10 and 2010-11. The management is reasonably confident that no liability will devolve on the Company.

l) The Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty Limited ("MPPL") representing Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Limited, Singapore during the year ended March 31, 2013. The sale of securities transaction was recorded as per Share Purchase Agreement ('SPA') entered on March 30, 2013 including subsequent amendments thereto, with a condition to have regulatory and lenders approvals. The Company has all the approvals except in respect of approval from one of the lenders who has given specific line of credit to MPPL. The Company received entire sale consideration except AUD 17.17 Million as on reporting date. The Company expects to receive the said amount in next year. The Company had an outstanding corporate guarantee to a lender of USD 800 million against line of credit to MPPL, which was repaid in full during the year hence the same guarantee is not effective as on reporting date. The Company had also pledged its entire equity holding of 1,000 equity shares of AUD 1 each in MPPL in favour of lender which are in the process of getting released at the reporting date. Outstanding loan against said corporate guarantee as on March 31, 2019 is Nil (previous year USD 288.00 million). Since financial year 2013-14, the Company has received corporate guarantee (’Deed of Indemnity’) against above outstanding corporate guarantee from Abbot Point Port Holding Pte Limited, Singapore which is effective till discharge of underlying liability and as at reporting date is no longer effective.

(A) Transactions with Related Parties

Sr No

Particulars For the

Year Ended

With Joint

Ventures

With Other

Parties

Key Managerial Persons

and their relatives

1 Income from Port Services / Other Operating Income

March 31, 2019 429.15 1,182.17 -

March 31, 2018 267.65 899.60 -

March 31, 2017 144.60 1,027.79 -

2 Lease including Infrastructure Usage Income/ Upfront Premium (Includes Reversal)

March 31, 2019 11.44 165.21 -

March 31, 2018 449.75 17.50 -

March 31, 2017 4.61 131.17 -

3 Income from Development of Container Terminal Infrastructure

March 31, 2019 - - -

March 31, 2018 2,258.85 - -

March 31, 2017 0 0 0

4 Interest Income on loans/ deposits/deferred accounts receivable

March 31, 2019 133.16 99.75 -

March 31, 2018 121.33 83.79 -

March 31, 2017 13.59 395.29 -

5 Purchase of Spares and consumables, Power & Fuel March 31, 2019 - 94.82 -

March 31, 2018 - 124.46 -

March 31, 2017 - 175.90 -

6 Recovery of expenses (Reimbursement) March 31, 2019 73.81 0.01 -

March 31, 2018 19.19 - -

March 31, 2017 5.59 - -

7 Services Availed (including reimbursement of expenses)

March 31, 2019 5.37 101.10 -

March 31, 2018 - 71.80 -

March 31, 2017 2.28 63.91 -

8 Rent charges paid March 31, 2019 - 8.22 -

March 31, 2018 2.08 8.86 -

March 31, 2017 3.80 4.98 -

9 Sales of Scrap and other Miscellaneous Income March 31, 2019 0.26 17.82 -

March 31, 2018 0.57 9.01 -

March 31, 2017 6.66 2.34 -

10 Loans Given March 31, 2019 280.80 1.40 -

March 31, 2018 472.34 3.77 -

March 31, 2017 793.64 1,223.89 -

11 Loans Received back March 31, 2019 31.61 - -

March 31, 2018 55.72 4.17 -

March 31, 2017 - 3,747.72 -

12 Advance / Deposit Given March 31, 2019 - 150.75 -

March 31, 2018 - 18.00 -



82

March 31, 2017 - 140.66 -

13 Advance / Deposit Received Back March 31, 2019 - 35.00 -

March 31, 2018 - 10.00 -

March 31, 2017 - 800.19 -

14 Investment in equity shares March 31, 2019 3.06 -

March 31, 2018 48.23 - -

March 31, 2017 - - -

15 Purchase of Subsidiaries March 31, 2019 - 965.70 -

March 31, 2018 - - -

March 31, 2017 - 61.34 -

16 Donation March 31, 2019 - 59.65 -

March 31, 2018 - 62.28 -

March 31, 2017 8.19 -

17 Sale of assets March 31, 2019 - 62.84 -

March 31, 2018 345.22 1.40 -

March 31, 2017 - 334.20 -

18 Remuneration March 31, 2019 - - 19.20

March 31, 2018 - - 19.76

March 31, 2017 - - 17.55

19 Commission to Director March 31, 2019 - - 1.00

March 31, 2018 - - 1.00

March 31, 2017 - - 1.00

20 Commission to Non-Executive Director March 31, 2019 - - 0.48

March 31, 2018 - - 0.36

March 31, 2017 - - 0.48

21 Sitting Fees March 31, 2019 - - 0.26

March 31, 2018 - - 0.13

March

31, 2017 - - 0.13

(B) Balances with Related Parties - Consolidated

Rs.In Crore

Sr No

Particulars As at With

Joint Ventures With

Other Parties

Key Managerial Persons

and their relatives

1 Trade Receivable (net of bills discounted, refer note 5 (c))

March 31, 2019 76.02 875.80 -

March 31, 2018 1,505.70 955.47 -

March 31, 2017 49.55 968.32 -

2 Loans March 31, 2019 1,489.04 1.40 -

March 31, 2018 1,213.37 - -

March 31, 2017 793.64 0.40 -

3 Capital Advances March 31, 2019 0.09 29.75 -

March 31, 2018 0.09 152.02 -

March 31, 2017 2.64 162.68 -

4 Trade Payable (including provisions) March 31, 2019 4.32 26.79 -

March 31, 2018 3.22 31.07 -

March 31, 2017 12.50 45.26 -

5 Advances and Deposits from Customer/ Sale of Assets

March 31, 2019 3.68 14.04 -

March 31, 2018 3.68 14.92 -

March 31, 2017 136.74 25.95 -

6 Other Financial & Non-Financial Assets

March 31, 2019 141.76 2,088.96 -

March 31, 2018 160.13 904.83 -

March 31, 2017 62.77 840.14 -

7 Other Financial & Non-Financial Liabilities

March 31, 2019 70.23 -

March 31, 2018 - 139.95 -

March 31, 2017 0.07 15.63 -

8 Corporate Guarantee March 31, 2019 USD 21.16 Mn

-

-

March 31, 2018 USD 32.10

Million USD 800

Million -

Rs.448 Crore - -

March 31, 2017

USD 50 Million USD 800

Million -

Rs.448 Crore - -

9 Corporate Guarantee (Deed of indemnity received). Loan outstanding USD 288 Mn (previous year USD 288 Mn)

March 31, 2019 -

March 31, 2018

USD 800

Million -

March 31, 2017 USD 800 -



83

Million

Notes:

a) The Group has allowed to some of its joint venture entities and other group company to avail non fund based bank guarantee facilities out of its credit facilities. The aggregate of such transaction amount Rs.271.96 crore (Previous year Rs.240.08 crore)

b) Pass through transactions/payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

Related Part Transactions of the Company: Standalone

(A) Transactions with Related Parties

(Rs.in crore)

Sr No

Particulars For the

Year Ended

With Subsidiarie

s

With Joint

Ventures

With Other Parties #

Key Managerial Personnel and their relatives

1 Income from Port Services / Other Operating Income

March 31, 2019 31.44 428.65 690.22 -

March 31, 2018 25.22 267.62 473.56 - March 31, 2017 79.40 144.60 606.60 -

2 Lease & Infrastructure Usage Income/ Upfront Premium (Includes Reversal)

March 31, 2019 8.38 11.44 165.21 -

March 31, 2018 5.52 449.75 17.50 -

March 31, 2017 5.28 4.61 131.17 -

3 Income from Development of Container Terminal Infrastructure

March 31, 2019 - - - -

March 31, 2018 - 2,258.85 - -

March 31, 2017 - - - -

4 Interest Income on loans/ deposits/deferred accounts receivable

March 31, 2019 746.78 133.16 84.79 - March 31, 2018 690.51 121.33 60.16 -

March 31, 2017 444.18 13.59 254.37 -

5 Interest Expenses March 31, 2019 19.62 - - -

March 31, 2018 - - - -

March 31, 2017 - - - -

6 Purchase of Spares and consumables, Power & Fuel

March 31, 2019 57.20 - 57.95 -

March 31, 2018 62.31 - 108.46 - March 31, 2017 65.29 - 64.86 -

7 Recovery of expenses (Reimbursement)

March 31, 2019 0.37 73.81 - -

March 31, 2018 0.60 19.19 - -

March 31, 2017 0.08 5.59 - -

8 Services Availed (including reimbursement of expenses)

March 31, 2019 146.44 5.37 91.47 -

March 31, 2018 88.26 - 63.49 -

March 31, 2017 53.09 2.28 47.71 -

9 Rent charges paid March 31, 2019 - - 8.17 - March 31, 2018 0.08 2.08 8.58 -

March 31, 2017 - 3.80 4.74 -

10 Sales of Scrap and other Miscellaneous Income

March 31, 2019 23.88 0.26 15.28 -

March 31, 2018 27.14 0.53 8.43 -

March 31, 2017 6.26 6.66 0.76 -

11 Loans Given March 31, 2019 6,111.41 280.50 - -

March 31, 2018 5,766.04 472.34 3.27 - March 31, 2017 6,015.07 793.64 883.49 -

12 Loans Received back March 31, 2019 6,076.96 31.31 - -

March 31, 2018 3,988.26 55.72 3.27 -

March 31, 2017 4,326.33 - 2,238.86 -

13 Loan taken March 31, 2019 811.00 - - -

March 31, 2018 - - - -

March 31, 2017 - - - -

14 Loan Repaid March 31, 2019 725.00 - - - March 31, 2018 - - - -

March 31, 2017 - - - -

15 Advance / Deposit given March 31, 2019 - - 125.75 -

March 31, 2018 - - 18.00 -

March 31, 2017 - - 140.66 -

16 Advance / Deposit Received back March 31, 2019 - - 10.00 -

March 31, 2018 - - 10.00 -

March 31, 2017 - - 800.19 -

17 Share Application Money Paid / Investment March 31, 2019 327.00 - - -

March 31, 2018 0.01 48.23 - -

March 31, 2017 200.67 - - -

18 Purchase of Investment March 31, 2019 0.10 - - -

March 31, 2018 - - - -



84

March 31, 2017 0.05 - 61.34 - 19 Donation March 31, 2019 - - 39.00 -

March 31, 2018 - - 48.38 -

March 31, 2017 - - 46.58 -

20 Purchase of Property / Assets /Land use rights March 31, 2019 1.76 - - -

March 31, 2018 - - - - March 31, 2017 - - 334.20 -

21 Sale of Assets March 31, 2019 70.07

March 31, 2018 298.11 345.22 1.40 -

March 31, 2017 - 8.19 - - 22 Subscription of perpetual

convertible debt March 31, 2019 4,257.05 - - -

March 31, 2018 - - - -

March 31, 2017 3,907.00 - - -

23 Redemption of perpetual convertible debt March 31, 2019 950.00 - - -

March 31, 2018 - - - -

March 31, 2017 - - - - 24 Remuneration March 31, 2019 - - - 19.19

March 31, 2018 - - - 19.76

March 31, 2017 - - - 17.55 25 Commission to Director March 31, 2019 - - - 1.00

March 31, 2018 - - - 1.00

March 31, 2017 - - - 1.00

26 Commission to Non-Executive Director March 31, 2019 - - - 0.48

March 31, 2018 - - - 0.36

March 31, 2017 - - - 0.48

27 Sitting Fees March 31, 2019 - - - 0.27

March 31, 2018 - - - 0.13

March 31, 2017 - - - 0.13

28 Corporate Guarantee Given March 31, 2019

USD 270 Mn - - -

March 31, 2019 47.46 March 31, 2018 884.90 - - -

March 31, 2017 - - - -

(B) Balances with Related Parties (Rs.in crore)

Sr No

Particulars As at With

Subsidiaries

With Joint

Ventures

With Other Parties #

Key Managerial Personnel and their relatives

1 Trade Receivable (net of bills discounted) March 31, 2019 19.99 75.53 708.33 -

March 31, 2018 17.80 1,505.66 557.25 - March 31, 2017 36.79 49.55 669.22 -

2 Loans March 31, 2019 8,220.90 1,489.04 572.85 -

March 31, 2018 8,763.37 1,213.37 - -

March 31, 2017 7,157.60 793.64 - - 3 Capital Advances March 31, 2019 - 0.09 8.19 -

March 31, 2018 - 0.09 138.22 -

March 31, 2017 - 2.64 148.88 - 4 Trade Payable (including provisions) March 31, 2019 30.43 4.32 20.19 -

March 31, 2018 18.85 3.22 26.65 -

March 31, 2017 60.57 12.50 23.85 -

5

Advances and Deposits from Customer/ Sale of Assets

March 31, 2019 0.30 3.68 9.74 - March 31, 2018 0.01 3.68 13.69 -

March 31, 2017 0.42 136.74 15.76 -

6 Other Financial & Non-Financial Assets March 31, 2019 458.24 141.75 1,593.91 -

March 31, 2018 447.43 160.13 759.22 -

March 31, 2017 291.99 62.77 714.55 - 7 Borrowings March 31, 2019 86.00 - - -

March 31, 2018 - - - -

March 31, 2017 - - - -

8 Other Financial & Non-Financial Liabilities March 31, 2019 11.87 - 69.49 -

March 31, 2018 213.58 - 133.62 -



85

March 31, 2017 0.02 0.07 15.63

9 Borrowings March 31, 2019 86.00 - - -

March 31, 2018 - - - -

March 31, 2017 - - - -

10 Corporate Guarantee March 31, 2019 USD 28.50

Mn USD 21.16

Mn -

March 31, 2019 EUR 86.88

Mn - -

March 31, 2019 208.88

March 31, 2018 USD 19.21

Mn USD 32.10

Mn USD 800.00 Mn

March 31, 2018 EUR 96.53

Mn - -

March 31, 2018 Rs.104.86 Rs.448 -

March 31, 2017 USD 41.48

Mn USD

50.00 Mn USD 800.00 Mn March 31, 2017 - - -

March 31, 2017 - 448.00 -

11 Corporate Guarantee (Deed of indemnity received)Loan outstanding USD Nil (previous year USD 288 Mn)

March 31, 2019 - - -

March 31, 2018 - - USD 800.00 Mn March 31, 2017 - - USD 800.00 Mn



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Annexure E : Debenture Trustee Consent Letter



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88

Annexure F : Consent letter of Registrar and Transfer Agent :



89

Annexure G : Copy Board Resolution & SH Resolution



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