Compliance Officer: Mr. Email...Private Placement Offer Letter Private & Confidential – For...

Private Placement Offer Letter

Private & Confidential – For Private Circulation only

ADANI CAPITAL PRIVATE LIMITED

CIN: U65990GJ2016PTC093692

A Private Limited Company Incorporated under the Companies Act, 2013

Registered Office: Adani House, 56 Shrimali Society Navrangpura Ahmedabad

380009, Gujarat, India

Corporate Office: 1004/5, 10th Floor, C-Wing, One BKC, C-66, G- Block, Bandra Kurla Complex, Bandra East, Mumbai 400 051, Maharashtra, India

Tel: 022- 6241 1200

Website: www.adanicapital.in

Company Secretary: Mr. Bhavik Shah Email: [email protected]

Compliance Officer: Mr. Bhavik Shah; Email: [email protected]

Grievance Redressal Id: [email protected]

PRIVATE PLACEMENT OFFER LETTER/ INFORMATION MEMORANDUM/DISCLOSURE DOCUMENT IS PREPARED AS PER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT

SECURITIES) REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME AND THE COMPANIES ACT, 2013, AS APPLICABLE TO PRIVATE PLACEMENT OF DEBENTURES AND

PRIVATE PLACEMENT OFFER LETTER AS PER FORM NO. PAS-4 PURSUANT TO SECTION 42 OF THE COMPANIES ACT, 2013 READ WITH RULE 14(1) OF COMPANIES (PROSPECTUS AND

ALLOTMENT OF SECURITIES) RULES, 2014.

ISSUE BY ADANI CAPITAL PRIVATE LIMITED OF UPTO 500 (FIVE HUNDRED) SENIOR, SECURED, RATED, SENIOR, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH ONLY) EACH, OF AN AGGREGATE NOMINAL VALUE OF UP TO RS. 50,00,00,000/- (RUPEES FIFTY CRORES ONLY) (“DEBENTURES” or “NCDs”) IN THE MANNER STATED BELOW ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”).

Particulars Details

Issue Amount (INR) 50,00,00,000/-

Number of Debentures 500

Face Value of Debentures (INR)

10,00,000/-

mailto:[email protected]



Redemption 36 (Thirty Six) months from the Deemed Date of Allotment

Interest Rate (p.a. payable annually)

9.50% (nine-point five percent) per annum

Redemption At par

Tenor 36 (Thirty Six) months from the Deemed Date of Allotment.

To be listed on BSE Limited (BSE)

BACKGROUND THIS INFORMATION MEMORANDUM IS RELATED TO THE DEBENTURES TO BE ISSUED BY ADANI CAPITAL PRIVATE LIMITED (THE “COMPANY” OR THE “ISSUER”) ON A PRIVATE PLACEMENT BASIS AND CONTAINS RELEVANT INFORMATION AND DISCLOSURES REQUIRED FOR THE PURPOSE OF ISSUING OF THE DEBENTURES.

WILFUL DEFAULTERS THE ISSUER, ITS DIRECTORS AND PROMOTERS HAVE NOT BEEN DECLARED AS A WILFUL DEFAULTER BY RBI OR ANY OTHER AUTHORITY.

GENERAL RISK INVESTORS ARE ADVISED TO READ THE SECTION TITLED “RISK FACTORS” CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR THE PURPOSES OF TAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND OF THE ISSUE INCLUDING, THE RISKS INVOLVED. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN LEGAL, REGULATORY, TAX, FINANCIAL AND/OR ACCOUNTING ADVISORS ABOUT RISKS ASSOCIATED WITH AN INVESTMENT IN SUCH NCDs AND THE SUITABILITY OF INVESTING IN SUCH NCDs IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. INVESTMENT IN THESE NCDs INVOLVES A DEGREE OF RISK AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS ISSUE UNLESS THEY CAN AFFORD TO TAKE THE RISK OF LOSING THEIR INVESTMENT. POTENTIAL INVESTORS ARE ADVISED TO READ THIS INFORMATION MEMORANDUM CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR TAKING AN INVESTMENT DECISION, INVESTORS MUST USE THEIR OWN JUDGMENT AND RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE ISSUE INCLUDING THE RISKS INVOLVED.

CREDIT RATING AS AT THE DATE OF THIS IMFORMATION MEMORANDUM, THE DEBENTURES HAVE BEEN RATED “AA-” BY CRISIL VIDE THEIR LETTERS DATED JUNE 01, 2020.

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 DISCLOSURE DOCUMENT 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 DOCUMENT AS A WHOLE OR ANY OF SUCH INFORMATION OR THE EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING IN ANY MATERIAL RESPECT.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE Axis Trustee Services Limited: The Ruby 2nd Floor SW 29 Senapati Bapat Marg Dadar West, Mumbai – 400 028 Email: [email protected] Website: www.axistrustee.com ARRANGER: Not applicable

Linkintime India Pvt Ltd Address: 247 Park , C 101 1st Floor , LBS Marg , Vikhroli ( W ) , Mumbai – 400 083 Contact Person: Vinayak Bendal Tele: 022-49186000 / 09892930946

Email: [email protected] Website: https://linkintime.co.in

ISSUE SCHEDULE

Issue Opening Date: June 29, 2020 Issue Closing Date: June 29, 2020 Pay-In-Date: June 29, 2020 Deemed Date of Allotment:

June 29, 2020

The subscription list for the Issue shall remain open for subscription during banking hours for the period indicated above. However, the Company reserves the right to change the above Issue Schedule, with the understanding that the Issue Closing Date / Pay-in Date / Deemed Date of Allotment may be rescheduled, at the sole discretion of the Company, to a date falling not later than 7 (seven) working days from the dates mentioned herein. The actual Issue Closing Date / Pay-in Date / Deemed Date of Allotment shall be communicated to each Investor in the allotment advice.



TABLE OF CONTENTS

SECTION I: DISCLAIMERS ................................................................................................................. 1

SECTION II: DEFINITIONS/ ABBREVIATIONS/ TERMS USED .................................................... 7

SECTION III: RISK FACTORS ............................................................................................................ 15

SECTION IV: DISCLOSURE REQUIREMENTS .............................................................................. 28

SECTION V ISSUE DETAILS / SUMMARY TERM SHEET .......................................................... 52

SECTION VI: INFORMATION RELATING TO TERMS OF OFFER ............................................. 63

SECTION VII: UNDERTAKING BY THE ISSUER ........................................................................... 75

SECTION VIII: UNDERTAKING TO USE A COMMON FORM OF TRANSFER ........................ 76

SECTION IX: REGULATIONS AND POLICIES ............................................................................... 77

SECTION X: INSPECTION OF DOCUMENTS ................................................................................ 78

ANNEXURES ....................................................................................................................................... 80



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SECTION I: DISCLAIMERS THIS PRIVATE PLACEMENT OFFER LETTER/ INFORMATION MEMORANDUM (“IM”/ “INFORMATION MEMORANDUM”) IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS IM DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE NCDs TO THE PUBLIC IN GENERAL. APART FROM THIS IM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS THIS IM REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS IM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. THIS IM IS INTENDED TO BE CIRCULATED TO NOT EXCEEDING 50 (FIFTY) 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 NCDs TO THE PUBLIC IN GENERAL. THIS IM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE ISSUER AND TERMS AND CONDITIONS, INCLUDING THE NATURE OF THE NCDs, TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS IM HAS BEEN PREPARED IN ACCORDANCE WITH THE PROVISIONS OF MASTER DIRECTION ON MONEY MARKET INSTRUMENTS: CALL/NOTICE MONEY MARKET, COMMERCIAL PAPER, CERTIFICATES OF DEPOSIT AND NON-CONVERTIBLE DEBENTURES (ORIGINAL MATURITY UP TO ONE YEAR)’ ISSUED VIDE CIRCULAR DATED JULY 7, 2016, AS AMENDED FROM TIME TO TIME AND APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES THEREUNDER. THIS IM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS IM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE NCDs IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR ANY RECIPIENT OF THIS IM SHOULD CONSIDER SUCH RECEIPT A RECOMMENDATION TO SUBSCRIBE TO ANY NCDs. EACH INVESTOR CONTEMPLATING THE SUBSCRIPTION OF ANY NCDs 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 NCDs AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF THE INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE NCDs IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS IM AND APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER FOR SALE TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT. NONE OF THE INTERMEDIARIES, THE ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER OR THE FACTORS AFFECTING THE NCDs OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE NCDs OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES OR THE ADVISORS.



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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS IM OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER. THE INTERMEDIARIES, AND THE ADVISORS ASSOCIATED WITH THIS IM HAVE NOT SEPARATELY VERIFIED IN THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY OR ADVISOR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH INTERMEDIARIES AND ADVISORS ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THIS ISSUE. THE CONTENTS OF THIS IM ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS SPECIFICALLY BEEN ADDRESSED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT. THE PERSON TO WHOM A COPY OF THIS IM IS SENT IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS IM HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE IM AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE ISSUER SHALL BE REJECTED. THE PERSON WHO IS IN RECEIPT OF THIS IM SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER. EACH PERSON RECEIVING THIS IM ACKNOWLEDGES THAT SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO: A. REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL

INFORMATION CONSIDERED BY AN INVESTOR TO BE NECESSARY; AND B. VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN;

AND C. UNDERSTAND THE NATURE OF THE DEBENTURES AND THE RISKS INVOLVED

IN INVESTING IN THEM INCLUDING FOR ANY REASON HAVING TO SELL THEM OR BE MADE TO REDEEM THEM BEFORE FINAL REDEMPTION DATE

NO PROSPECTIVE INVESTOR HAS RELIED ON ANY INTERMEDIARY OR ADVISORS THAT MAY BE ASSOCIATED WITH THE ISSUE IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF INFORMATION OR ITS INVESTMENT DECISION.



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NO OFFER IS BEING MADE TO “PERSON RESIDENT OUTSIDE INDIA” AS SUCH TERM IS DEFINED IN FOREIGN EXCHANGE MANAGEMENT ACT, 1999. THE IM IS MADE AVAILABLE TO INVESTORS ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL. THE NCDs HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. THIS IM HAS NOT BEEN SUBMITTED, CLEARED OR APPROVED BY SEBI.

DISCLAIMER STATEMENT FROM THE ISSUER

THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE, OTHER THAN IN THIS IM AND ANY OTHER MATERIAL EXPRESSLY STATED TO BE ISSUED BY OR AT THE INSTANCE OF THE ISSUER IN CONNECTION WITH THE ISSUE OF NCDs, AND THAT ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION, MATERIAL OR STATEMENT WOULD BE DOING SO AT THEIR/ITS OWN RISK. THE ISSUER DOES NOT UNDERTAKE TO UPDATE THIS IM TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THIS IM 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 IM 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.

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA THIS IM HAS NOT BEEN FILED WITH SEBI. THE NCDs HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS IM. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS IM SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR VETTED BY SEBI. THE SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS IM. HOWEVER, SEBI RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE ISSUER, ANY IRREGULARITIES OR LAPSES IN THIS IM.

DISCLAIMER OF THE RESERVE BANK OF INDIA (RBI) THE DEBENTURES HAVE NOT BEEN RECOMMENDED OR APPROVED BY THE RBI NOR DOES THE RBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS IM. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS IM SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE DEBENTURES HAVE BEEN RECOMMENDED FOR INVESTMENT BY THE RBI. RBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE COMPANY, OR THE DEBENTURES BEING ISSUED BY THE COMPANY OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS IM. THE APPLICANT(S) MAY MAKE INVESTMENT DECISION IN THE DEBENTURES OFFERED IN TERMS OF THIS INFORMATION MEMORANDUM SOLELY ON



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THE BASIS OF THEIR OWN ANALYSIS AND THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY ABOUT SERVICING/ REPAYMENT OF SUCH INVESTMENT.

DISCLAIMER OF THE CREDIT RATING AGENCY

AS AT THE DATE OF THIS IM, THE CREDIT RATING AGENCY (BEING CRISIL) HAS ASSIGNED RATING OF “AA-” VIDE LETTERS DATED JUNE 01, 2020 TO THE DEBENTURES. THE RATING ASSIGNED BY THE CREDIT RATING AGENCY IS AN OPINION ON CREDIT QUALITY AND IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD THE RATED DEBENTURES. INVESTORS SHOULD TAKE THEIR OWN DECISIONS. THE CREDIT RATING AGENCY HAS BASED ITS RATING ON INFORMATION OBTAINED FROM SOURCES BELIEVED BY THEM TO BE ACCURATE AND RELIABLE. THE CREDIT RATING AGENCY DOES NOT, HOWEVER, GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. THE RATING MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME BY THE CREDIT RATING AGENCY AND SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING. THE RATING AGENCY HAS THE RIGHT TO SUSPEND OR WITHDRAW THE RATING AT ANY TIME BASIS OF FACTORS SUCH AS NEW INFORMATION OR UNAVAILABILITY OF INFORMATION OR ANY OTHER CIRCUMSTANCES.

DISCLAIMER OF THE STOCK EXCHANGE AS REQUIRED, A COPY OF THIS DISCLOSURE DOCUMENT FOR ISSUE OF DEBENTURES ON PRIVATE PLACEMENT BASIS SHALL BE FILED WITH THE BSE IN TERMS OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DISCLOSURE DOCUMENT TO THE BSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO MEAN THAT THE DISCLOSURE DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE BSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS DISCLOSURE DOCUMENT, NOR DOES IT WARRANT THAT THE ISSUER'S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE BSE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THE ISSUER, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THE ISSUER. THIS DOCUMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

DISCLAIMER OF THE DEBENTURE TRUSTEE (I) THE DEBENTURE TRUSTEE OR ITS AGENTS OR ADVISERS ASSOCIATED WITH

THE ISSUE DOES NOT UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS IM AND DOES NOT HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR PROSPECTIVE INVESTOR IN THE DEBENTURES OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE



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ATTENTION OF THE DEBENTURE TRUSTEE, ITS AGENTS OR ADVISORS EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE DEBENTURE TRUST DEED.

(II) THE DEBENTURE TRUSTEE OR ITS AGENTS OR ADVISERS ASSOCIATED WITH THE ISSUE HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED IN THIS IM. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY DEBENTURE TRUSTEE AS TO THE ACCURACY OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, THE DEBENTURE TRUSTEE ASSOCIATED WITH THE ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.

(III) THE DEBENTURE TRUSTEE IS NEITHER A PRINCIPAL DEBTOR NOR A GUARANTOR OF THE DEBENTURES.

DISCLAIMER IN RESPECT OF JURISDICTION THIS ISSUE IS MADE IN INDIA TO INVESTORS AS SPECIFIED UNDER THE CLAUSE TITLED “ELIGIBLE INVESTORS” OF THIS OFFER DOCUMENT, WHO SHALL BE SPECIFICALLY APPROACHED BY THE ISSUER. THIS OFFER DOCUMENT 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 JURISDICTION OF THE COURTS AND TRIBUNALS AT MUMBAI. THIS OFFER DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES HEREIN, IN ANY OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH JURISDICTION.

ELIGIBILITY OF THE ISSUER TO COME OUT WITH THE ISSUE THE ISSUER HAS NOT BEEN PROHIBITED FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTIONS PASSED BY SEBI.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM THE DEBENTURES WILL BE ISSUED IN DEMATERIALIZED FORM. THE ISSUER HAS MADE ARRANGEMENTS WITH THE DEPOSITORY FOR THE ISSUE OF THE DEBENTURES IN DEMATERIALIZED FORM. INVESTORS WILL HAVE TO HOLD THE DEBENTURES IN DEMATERIALIZED FORM AS PER THE PROVISIONS OF DEPOSITORIES ACT, 1996. THE ISSUER SHALL TAKE NECESSARY STEPS TO CREDIT THE DEBENTURES ALLOTTED TO THE ACCOUNT OF THE BENEFICIAL OWNER MAINTAINED BY THE INVESTOR WITH ITS DP. THE ISSUER WILL MAKE THE ALLOTMENT TO INVESTORS ON THE DEEMED DATE OF ALLOTMENT AFTER VERIFICATION OF THE APPLICATION FORM, THE ACCOMPANYING DOCUMENTS AND ON REALIZATION OF THE APPLICATION MONEY.

ASSUMPTIONS

THE INITIAL SUBSCRIBER BY SUBSCRIBING TO AND ANY SUBSEQUENT PURCHASER BY PURCHASING THE NCDs SHALL BE DEEMED TO HAVE AGREED THAT AND



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ACCORDINGLY THE COMPANY SHALL BE ENTITLED TO PRESUME THAT EACH OF THE INITIAL SUBSCRIBERS AND ANY SUBSEQUENT PURCHASERS (DEBENTURE HOLDER, AS REFERRED TO HEREINABOVE AND HEREINAFTER): (1) HAS REVIEWED THE TERMS AND CONDITIONS APPLICABLE TO THE NCDs AS

CONTAINED HEREIN AND HAS UNDERSTOOD THE SAME, AND, ON AN INDEPENDENT ASSESSMENT THEREOF, FOUND THE SAME ACCEPTABLE FOR THE INVESTMENT MADE AND HAS ALSO REVIEWED THE RISK DISCLOSURES CONTAINED HEREIN AND HAS UNDERSTOOD THE RISKS, AND DETERMINED THAT NCDs ARE A SUITABLE INVESTMENT AND THAT THE DEBENTURE HOLDER CAN BEAR THE ECONOMIC RISK OF THAT INVESTMENT;

(2) HAS RECEIVED ALL THE INFORMATION BELIEVED BY IT TO BE NECESSARY AND

APPROPRIATE OR MATERIAL IN CONNECTION WITH, AND FOR, INVESTMENT IN THE NCDs;

(3) HAS SUFFICIENT KNOWLEDGE, EXPERIENCE AND EXPERTISE AS AN INVESTOR,

TO MAKE THE INVESTMENT IN THE NCDs; (4) HAS NOT RELIED ON EITHER THE COMPANY OR ANY OF ITS AFFILIATE,

ASSOCIATE, HOLDING, SUBSIDIARY OR GROUP ENTITIES OR ANY PERSON ACTING IN ITS OR THEIR BEHALF FOR ANY INFORMATION, ADVICE OR RECOMMENDATIONS OF ANY SORT EXCEPT AS REGARDS THE ACCURACY OF THE SPECIFIC FACTUAL INFORMATION ABOUT THE TERMS OF THE NCDs SET OUT IN THIS IM;

(5) HAS UNDERSTOOD THAT INFORMATION CONTAINED IN THIS IM IS NOT TO BE

CONSTRUED AS BUSINESS OR INVESTMENT ADVICE; (6) HAS MADE AN INDEPENDENT EVALUATION AND JUDGMENT OF ALL RISKS AND

MERITS BEFORE INVESTING IN THE NCDs; (7) HAS THE LEGAL ABILITY TO INVEST IN THE NCDs AND THE INVESTMENT DOES

NOT CONTRAVENE ANY PROVISION OF ANY LAW, REGULATION OR CONTRACTUAL RESTRICTION OR OBLIGATION OR UNDERTAKING BINDING ON OR AFFECTING THE DEBENTURE HOLDER OR ITS ASSETS.

CAUTIONARY NOTE

NEITHER THIS OFFER DOCUMENT 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 OFFER DOCUMENT 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 ANALYZE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH



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INVESTOR’S CIRCUMSTANCES. 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 CAN BEAR THE ECONOMIC RISK OF INVESTING IN SUCH INSTRUMENTS. THIS OFFER DOCUMENT 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 DECIDING WHETHER TO INVEST IN THE DEBENTURES. THE PERSON WHO IS IN RECEIPT OF THIS OFFER DOCUMENT SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS HEREOF WITHOUT THE CONSENT OF THE ISSUER. THE RECIPIENT AGREES TO KEEP CONFIDENTIAL ALL INFORMATION PROVIDED (OR MADE AVAILABLE HEREAFTER), INCLUDING, WITHOUT LIMITATION, THE EXISTENCE AND TERMS OF THE ISSUE, ANY SPECIFIC PRICING INFORMATION RELATED TO THE ISSUE OR THE AMOUNT OR TERMS OF ANY FEES PAYABLE TO THE PARTIES IN CONNECTION WITH THE ISSUE. THIS OFFER DOCUMENT MAY NOT BE PHOTOCOPIED, REPRODUCED, OR DISTRIBUTED TO OTHERS AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER. UPON REQUEST, THE RECIPIENTS WILL PROMPTLY RETURN ALL MATERIAL RECEIVED FROM THE ISSUER (INCLUDING THIS OFFER DOCUMENT) WITHOUT RETAINING ANY COPIES HEREOF. IF ANY RECIPIENT OF THIS OFFER DOCUMENT DECIDES NOT TO PARTICIPATE IN THE ISSUE, THAT RECIPIENT MUST PROMPTLY RETURN THIS OFFER DOCUMENT AND ALL REPRODUCTIONS WHETHER IN WHOLE OR IN PART AND ANY OTHER INFORMATION STATEMENT, NOTICE, OPINION, MEMORANDUM, EXPRESSION OR FORECAST MADE OR SUPPLIED AT ANY TIME IN RELATION THERETO OR RECEIVED IN CONNECTION WITH THE ISSUE, TO THE ISSUER. NO PERSON, INCLUDING ANY EMPLOYEE OF THE ISSUER, HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFER DOCUMENT. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY OR ON BEHALF OF THE ISSUER. NEITHER THE DELIVERY OF THIS OFFER DOCUMENT AT ANY TIME NOR ANY STATEMENT MADE IN CONNECTION WITH THE OFFERING OF THE DEBENTURES SHALL UNDER THE CIRCUMSTANCES IMPLY THAT ANY INFORMATION/ REPRESENTATION CONTAINED HEREIN IS CORRECT AT ANY TIME AFTER THE DATE OF THIS OFFER DOCUMENT.

SECTION II: DEFINITIONS/ ABBREVIATIONS/ TERMS USED

TERM FULL FORM / MEANING

Acknowledgement Slip Means the acknowledgment slip, the format of which is enclosed herewith as Annexure 6 to be obtained by an applicant, duly stamped by the Registrar at the time of deposit of the Application Form.

Act shall mean, individually and collectively, such relevant provisions of the Companies Act, 1956 which are still in force and effect and those provisions of the Companies



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Act, 2013 which have been notified and are in full force and effect and all amendments, enactments, re-enactments or modifications thereof, from time to time, including the rules and regulations prescribed therein.

Affiliate with respect to a person (the “Subject Person”) shall mean,

1. in the case of any Subject Person other than a

natural Person,(a) any other Person that, either directly or indirectly through one or more intermediate Persons Controls, is Controlled by or is under common Control with the Subject Person; or (b) in relation to any Subject Person, its Subsidiary or Holding Company or any other Subsidiary of any such Holding Company including head offices and branches of the above; and

2. in the case of any Subject Person that is a natural

Person:

a) any other Person that, either directly or indirectly through one or more intermediate Persons, is Controlled by the Subject Person; or

b) any Person who is a Relative of such Subject Person

Allotment Advice/Allotment Intimation/Letter(s) of Allotment

An advice informing the Investors of the number of letter(s) of allotment/Debenture(s) allotted to him in the electronic (dematerialized) form.

Applicant(s)/Investor(s) Shall mean and refer to the Persons, who have made an application for subscription to the Debentures pursuant to the Offer Letter.

Application Form The application form circulated along with this IM to be used for the purposes of applying for the Debentures as Annexure 6.

Application Money The money credited by an applicant to the following bank account for the purpose of subscription to the Debentures:

Bank Name: IDFC First Bank Ltd Beneficiary Name: Adani Capital Private Limited Account Number: 10019720504 IFSC Code: IDFB0040101 Mode: NEFT/RTGS

Applicable Law shall mean any Indian statute, law, acts of the state legislature or Indian parliament, regulation, ordinance,



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rule, judgment, order, decree, bye-laws, clearances, directives, guidelines, policy requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation having the force of law in India of any of the foregoing, by any government authority having jurisdiction over the matter in question, whether in effect as of the date of the issue of Debentures or thereafter, the Companies Act 2013 and rules thereunder, the provisions of the Reserve Bank of India ‘Master Direction on Money Market Instruments: Call/Notice Money Market, Commercial Paper, Certificates of Deposit and Non-Convertible Debentures (original maturity up to one year)’ issued vide circular dated July 7, 2016, as amended from time to time, the provisions of Reserve Bank of India Master Circular on Bank Finance to Non-Banking Financial Companies, as amended from time to time, and such other laws which may be applicable to the transaction contemplated herein including as applicable to the Charged Assets.

Articles of Association/ Articles

The Articles of Association of the Issuer, as amended from time to time.

Beneficiary / Beneficiaries

Those persons whose names appear on the beneficiary details provided by the Depositories (NSDL/CDSL) as on the Record Date.

Board/Board of Directors

The Board of Directors of the Issuer, including any committee of Directors.

Business Day A day (other than a Sunday, Saturday or a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which scheduled commercial banks are open for operation in Mumbai.

CDSL Central Depository Services (India) Limited

Charged Assets shall mean the assets on which charge may be created, in favour of the Debenture Trustee for securing the Debentures including Hypothecated Assets, pursuant to the decision of the Debenture Trustee, acting on the instructions of the Debenture Holders in terms of the Transaction Documents.

CIN Corporate Identification Number

CRISIL CRISIL Limited, a credit rating agency incorporated under the Companies Act, 1956 and having its office at Mumbai.

Companies Act/ Companies Act, 2013

The Companies Act, 2013, as applicable, as may be amended/ modified/ substituted from time to time and the rules made thereunder.

Company / Issuer Adani Capital Private Limited

Control shall have the meaning ascribed to it under the Act and includes where one person (either directly or indirectly



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and whether by share capital, voting power, contract or otherwise) has the power to appoint and/or remove the majority of the members of the governing body of another person or otherwise controls or has the power to control the affairs and policies of that other person and that other person is taken to be “Controlled” by the first person; and the expressions “Controls”, “is Controlled by” or “under common Control” shall be construed accordingly.

Debenture Holder(s) The investors who are allotted Debentures and the Persons who may be holding Debentures from time to time and whose names are entered in the ‘Register of Debenture Holders’ as maintained by the Company as holders of Debentures and shall include the beneficial owner(s) of the Debentures in dematerialized form, as per the list of beneficial owners prepared and maintained by NSDL and/or CDSL, as the case may be, as per the provisions of Depositories Act, 1996 (“Depositories Act”).

Debenture Payment(s) The following amounts payable by the Company to the Debenture Holders on such dates as specified in the Term Sheet and Transaction Documents: (a) Principal amount payable towards redemption of

Debentures on the Final Redemption Date in accordance with the Term Sheet;

(b) payment required to be made as part of Interest on each Interest Payment Date in accordance with the Term Sheet;

(c) payment required to be made as part of Default Interest along with payment of the amounts on which such Default Interest is payable on such dates as prescribed by the Debenture Holders and/or the Debenture Documents, as the case may be; or

(d) such other payment as payable by the Issuer as per the terms of the Transaction Documents.

Debenture Trustee / Trustee

Axis Trustee Services Limited, who has given their consent to the Issuer as per the consent letter dated June 26, 2020 annexed hereto as Annexure 2.

Depositories NSDL /CDSL

Debenture Trustee Agreement/ DTA

The document titled 'Debenture Trustee Agreement' entered into between the Issuer and Debenture Trustee inter alia for appointment of Debenture Trustee as the trustee to act on behalf of and for the benefit of Debenture Holders.

Debenture Trust Deed The debenture trust deed to be entered between the Issuer and the Debenture Trustee in relation to the issue of Debentures.



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Deed of Hypothecation Shall mean deed of hypothecation to be executed on or before the Deemed of Allotment to create a first pari passu charge over the Hypothecated Assets (to be shared between the Debenture Trustee (acting for the benefit of the Debenture Holders), Existing Debenture Trustee (acting for the benefit of the Existing Debenture Holders) and the Existing Lenders and future lenders, if any) to secure the Outstanding Amounts.

Deemed Date of Allotment

June 29, 2020 or such other date as notified to the Investor by the Company on which the Investor has infused the Issue Amount in the Company towards the Debentures. All benefits relating to the Debentures including Interest thereon shall be available to the Debenture Holders from the Deemed Date of Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment.

Default Interest Interest payable by the Company at such rates and in such manner as specified in the Term Sheet.

Designated Account Issuer’s bank account for collecting the Application Money, having the following details: Bank Name: IDFC First Bank Ltd Beneficiary Name: Adani Capital- NCD Account Account Number: 10019720504 IFSC Code: IDFB0040101 Mode: NEFT/RTGS

DP Depository Participant as defined under the Depositories Act.

DRR Debenture redemption reserve as prescribed under Applicable Law.

Existing Debenture Holders

Shall mean the holders of Existing Debentures, from time to time, whose names are entered in the ‘Register of Debenture Holders’ maintained by the Company, as holders of Existing Debentures and shall include the names of beneficial owner(s) of the Existing Debentures in dematerialized form as per the list of beneficial owners prepared and maintained by National Securities Depository Limited, as per the provisions of the Depositories Act, 1996.

Debenture Trustee Shall means Axis Trustee Services Limited, a company within the meaning of the Companies Act, 1956, having its registered office at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai – 400025, Maharashtra, India and a corporate office at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai – 400028, Maharashtra and appointed as debenture trustee in terms of Debenture Trust Agreement for the benefit of the Debenture Holders.



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Existing Lenders shall mean Yes Bank Ltd, Union Bank of India, ICICI Bank Ltd, Standard Chartered Bank, Nabkisan Finance Limited, Axis Bank Ltd, IDFC First Bank Ltd, United Bank of India, IFMR Capital Limited, Hinduja Leyland Finance Limited, Aditya Birla Finance Limited, Karnataka Bank Limited, RBL Bank Limited, HDFC Ltd, Central Bank of India, DBS Bank India Ltd and Bank of India.

FII Foreign Institutional Investor

Final Redemption Date shall mean the date falling at the end of 36 (Thirty Six) months from the Deemed Date of Allotment, on which principal amount in respect of the Debentures is to be repaid in full to the satisfaction of the Debenture Trustee

FPI Foreign Portfolio Investor

FY Financial Year

Hypothecated Assets shall have the meaning ascribed to it in the Debenture Trust Deed or the Deed of Hypothecation.

INR/Rupees The lawful currency of the Republic of India.

Interest shall mean the interest payable on Debentures at the rate mentioned in Term Sheet, calculated on per day actual basis (365 days in a year and 366 days in a leap year), payable semi-annually on the Interest Payment Date.

Interest on Application Money

shall mean the interest rate payable (subject to TDS at applicable rate) from the date of realization of subscription money up to one calendar day prior to the Deemed Date of Allotment at the rate mentioned in Term Sheet, payable within 7 (seven) Business Days from the Deemed Date of Allotment

Interest Payment Date shall mean the date of coupon payment mentioned in Term Sheet

Investors Eligible Investor subscribing to the Debentures in accordance with the terms of this Information Memorandum and other Transaction Documents.

Issue Issue by the Issuer of up to 500 (Five Hundred) NCDs, with a face value of Rs. 10,00,000 (Ten Lakhs) each of an aggregate nominal value of up to Rs. 50,00,00,000/- (Rupees Fifty Crores Only)

Issue Amount Rs. 50,00,00,000/- (Rupees Fifty Crores Only)

Memorandum The Memorandum of Association of the Issuer, as amended from time to time.

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended from time to time.

Minimum Subscription The minimum application money and multiples thereof as stipulated in the Term Sheet.



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NBFC means a non-banking financial company as defined under Section 45-IA of the Reserve Bank of India Act, 1934

NCDs / Debentures Secured, rated, listed, redeemable, non-convertible debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each, of an aggregate nominal value of up to Rs. 50,00,00,000/- (Rupees Fifty Crores Only).

NCD Holders / Debenture Holders

Persons who are for the time being holders of the NCDs and whose names are last mentioned in the NCD Register and shall include Beneficiaries.

NEFT National Electronic Funds Transfer, an electronic funds transfer facility provided by the RBI.

NCD Register The Register of NCD Holders maintained by the Issuer and/or the Registrar to the Issue.

NSDL National Securities Depository Limited.

Offer Letter/ Information Memorandum

Shall mean this information memorandum issued by the Company in relation to the Debentures.

Outstanding Amounts outstanding principal amount of the Debentures plus the accrued Interest on the principal amount on the Debentures, Default Interest, remuneration of the Debenture Trustee, liquidated damages, if any, and all fees, costs, charges, expenses and other monies required to be paid by the Issuer in relation to the Transaction Documents.

PAN Permanent Account Number

Person means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency thereof or any other entity that may be treated as a person under Applicable Law.

Purpose Shall mean the purpose as mentioned in the Term Sheet.

Redemption Amount shall mean, in respect of Debentures, the entire outstanding principal amount payable by the Company.

Record Date The ‘Record Date’ for the Debentures shall be 15 (fifteen) calendar days prior to a Debenture Payment (Both days exclusive).

Registrar to the Issue Link Intime India Pvt. Ltd

QII Qualified Institutional Investor

RBI Reserve Bank of India

Relative shall have the meaning ascribed to it under the Act

Register of Debenture Holders

means the register maintained by the Company at its registered office and containing the names of the Debenture Holders, in accordance with the Act.

RNBC Residuary Non - Banking Company



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ROC Registrar of Companies, Gujarat

Rs./ INR Indian rupees, the official currency of the Republic of India

RTGS Real Time Gross Transfer/Settlement

SEBI Securities and Exchange Board of India

Security Shall have meaning ascribed to it in the Term Sheet.

Subsidiary(s) Means the subsidiaries of the Company, as per the provisions of the Companies Act.

TDS Tax Deducted at Source

Tenor 36 (Thirty Six) months from the Deemed Date of Allotment.

Term Sheet Details of the Issue as set forth in Section IV

Transaction Documents shall mean and include the following: (i) this Information Memorandum; (ii) Debenture Trust Deed;

(iii) Debenture Trustee Agreement; (iv) Deed of Hypothecation; and (v) All other agreements, letters, documents,

undertakings and writings that are executed/may be executed by the Parties in relation to the issue of the Debentures from time to time and designated as such by the Debenture Trustee.

Capitalized terms used but not defined herein shall have the meaning ascribed to them under the Debenture Trust Deed.



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SECTION III: RISK FACTORS

INTERNAL/ EXTERNAL RISK FACTORS An investment in Non-Convertible debentures (NCDs) involves a certain degree of risk. You should carefully consider all the information contained in Transaction Documents, including the risks and uncertainties described below, before making an investment decision. The risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the NCDs. The following risk factors are determined on the basis of their materiality. In determining the materiality of risk factors, we have considered risks which may not be material individually but may be material when considered collectively, which may have a qualitative impact though not quantitative, which may not be material at present but may have a material impact in the future. Additional risks, which are currently unknown or now deemed immaterial, if materialize, may in the future have a material adverse effect on our business, financial condition and results of operations. The market prices of the NCDs could decline due to such risks. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including events described below and elsewhere in this Offer Document. Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: Forward-Looking Statements While no forecasts or projections relating to the Issuer's financial performance are included in this Private Placement Disclosure Document, this document may contain certain "forward-looking statements" like "intends", "believes", "expects" and other similar expressions or variations of such expressions. These statements are primarily meant to give Prospective Investors an overview of the Issuer's future plans, as they currently stand. The Issuer operates in a highly competitive, regulated and ever-changing business environment, and a change in any of these variables may necessitate an alteration of the Issuer's plans. Further, these plans are not static, but are subject to continuous internal review, and may be altered if the altered plans suit the Issuer's needs better. Further, many of the plans may be based on one or more underlying assumptions (all of which may not be contained in this Private Placement Disclosure Document) which may not come to fruition. Thus, actual results may differ materially from those suggested by the forward-looking statements. The Issuer cannot be held liable by estoppels or otherwise for any forward looking statement contained herein. All statements contained in this Private Placement Disclosure Document that are not statements of historical fact constitute "forward looking statements" and are not forecasts or projections relating to the Issuer's financial performance. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include,



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amongst others: • General economic and business conditions in India and abroad, including the impact of Covid-19 pandemic; • Our ability to successfully implement our strategy, our growth and expansion

plans and technological changes; • Our ability to compete effectively and access funds at competitive cost; • Changes in the value of Rupee and other currency changes; • Unanticipated turbulence in interest rates, equity prices or other rates or prices;

the performance of the financial and capital markets in India and globally; • Availability of funds and willingness of existing/new lenders to lend; • Changes in political conditions in India; • The rate of growth of our loan assets and level of NPAs in our portfolio; • The outcome of any legal or regulatory proceedings we are or may become a party to; • Our ability to retain our management team and skilled personnel; • Changes in Indian and foreign laws and regulations, including tax, accounting,

banking, securities, investments and loans, foreign exchange, insurance and other regulations; changes in competition and the pricing environment in India; and regional or general changes in asset valuations; and

• Changes in laws and regulations that apply to NBFCs in India, including laws that impact our lending rates and our ability to enforce our collateral.

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. The forward-looking statements made in this Private Placement Disclosure Document speak only as of the date of this Private Placement Disclosure Document. Neither the Issuer nor its Directors nor any of the Issuer's affiliates have any obligation, or intention, to update or otherwise revise any forward-looking statement to reflect circumstances arising after the date hereof or to reflect the events occurring after the date hereof, even if the underlying assumptions do not come to fruition and the Issuer does not assume any responsibility to do so. (A) USE OF MARKET DATA Unless stated otherwise, macroeconomic and industry data if used throughout this Document have been obtained from publications prepared by providers of industry information, government sources and multilateral institutions. Such publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data if used in this Disclosure Document are reliable, it has not been independently verified. (B) RISK FACTORS The following are some of the risks envisaged by the management. Investors should consider the same carefully for evaluating the Company and its business before making any investment decision. Unless the context requires otherwise, the risk factors described below apply to the Company only. If any one of the risks occur, the Company’s business, financial conditions and results of operations could suffer and



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therefore the value of the Company’s debt securities could decline. Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: A. INTERNAL RISK FACTORS 1. As an NBFC, one of the most important risks affecting our profitability is the risk

of non-payment by the borrowers and other counterparties. Most of our Company’s borrowers are retail customers in the Tier 2-4 markets. The size of our Company’s loan assets are expected to continue to increase in the future as our Company expands our footprint to new states in India and offers new products. Since most of our Company’s borrowers are individuals and small and medium size companies, our Company’s credit risk could be higher due to their potential inability to adapt to changes in the economic and industrial scenario and global technological changes as also changes in the Indian regulatory and political environment. This may lead to an increase in the number and value of our Company’s NPAs. Our Company is exposed to the risk that third parties which owe us money, securities or other assets may not perform their obligations. These parties may default on their obligations to us due to various reasons including bankruptcy, lack of liquidity, operational failure, and other reasons. Further, any delay in enforcing the collateral due to delays in enforcement proceedings before Indian courts or otherwise could expose our Company to potential losses. A nationwide credit bureau has been established in India. This may affect the quality of information available to our Company about the credit history of our Company’s new borrowers. In deciding whether to extend credit to or enter into transactions with customers and counter parties, our Company relies largely on information furnished by or on behalf of its customers, including financial information, based on which the Company performs its credit assessment. The Company may also depend on certain representations and undertakings as to the accuracy, correctness and completeness of information, and the verification of the same by agencies to which such functions are outsourced. Any such information, if materially misleading may increase the risk of default. Our financial condition and results of 14 operations could be negatively affected by relying on information that may not be true or may be materially misleading. The Company has institutionalized credit evaluation process monitoring the performance of its asset portfolio on a regular and continual basis to detect any material development, and also constantly evaluates the changes and developments in sectors, regions to which it has substantial exposure. The Company also undertakes a periodic review of its entire asset portfolio with a view to determine the portfolio valuation, identify potential areas of action and devise appropriate strategies thereon. The Company follows a provisioning and write-off policy which is in line with what is prescribed by the RBI. Although our Company regularly reviews credit exposures to clients and counterparties and to industries and geographical regions that our Company



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believes may present credit concerns, defaults may arise from events or circumstances that are difficult to detect or foresee. 2. Interest Rate Risk The Company’s business is largely dependent on interest income from its operations. The Company is exposed to interest rate risk principally as a result of lending to customers at interest rates and in amounts and for periods, which may differ from its funding sources (institutional / bank borrowings and debt offerings). The Company seeks to match its interest rate positions to minimize interest rate risk. Despite these efforts, there can be no assurance that significant interest rate movements will not have an effect on its results of operations. Interest rates are highly sensitive to many factors beyond its control, including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic and political conditions, inflation and other factors. Due to these factors interest rates in India have historically experienced a relatively high degree of volatility. Nevertheless the endeavor of the Company will be to keep the interest rate risk at minimum levels by proactively synchronizing resource securing and lending activities on an ongoing basis. 3. Access to Commercial Borrowings and Capital Markets The Company’s growth will depend on its continued ability to access funds at competitive rates. With the growth of its business, the Company, currently largely reliant on commercials borrowing from Banks/Financial Institutions, will also seek funding from the debt capital markets going forward. The market for such funds is competitive and its ability to obtain funds at competitive rates will depend on various factors, including its ability to maintain its credit ratings. While its borrowing costs have been competitive in the past due to its credit rating and the quality of its asset portfolio, if the Company is unable to access funds at an effective cost that is comparable to or lower than its competitors, the Company may not be able to offer competitive interest rates for its loans. This may adversely impact its business and its future financial performance. The developments in the international markets affect the Indian economy including the financial liquidity position. Our Company is exposed to the risk of liquidity in the financial markets. Changes in economic and financial conditions could make it difficult for the Company to access funds at competitive rates. Being an NBFC, we also face certain restrictions to raise money from international markets which are relatively cheaper sources of money and this further constrains our ability to raise cheaper funds. 4. The Company may be exposed to the potential loss of less recovery of value of

collaterals due to delays in their enforcement on defaults by the Company’s borrowers and also due to market conditions.

The value of collaterals especially vehicles and / or real estate may decline due to adverse market conditions. Delays in insolvency, winding up, bankruptcy and foreclosure proceedings, defects in title, documentation of collateral and the



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necessity of obtaining regulatory approvals for the enforcement of such collaterals may affect the valuation of the collateral and the Company may not be able to recover the estimated value of the collateral, thus exposing the Company to potential losses. 5. The Company may have Asset-Liability mismatches in the short term affecting

company’s liquidity position. The difference between the value of assets and liabilities maturing, in any time period category provides the measure to which we are exposed to the liquidity risk. As is typical for several NBFCs, a portion of our funding requirements is met through short-term funding sources, i.e. bank loans, working capital demand loans, cash credit, short term loans and commercial papers. However, some portion of our assets has medium or long-term maturities. In the event that the existing credit facilities (mostly being uncommitted credit facilities) are withdrawn or are not available to the Company, funding mismatches may be created and it could have an adverse effect on our business and our future financial performance. 6. The difficulty to control the number and value of NPAs in our portfolio could

adversely affect our business and results of operations. The Company’s inability to control or reduce the number and value of its NPAs may lead to deterioration of the quality of its loan portfolio and may severely impact its business. While the Company’s total provisioning against the NPAs at present may be adequate to cover all the identified losses in our loan portfolio, there may not be any assurance that in future the provisioning, though compliant with regulatory requirements, will be sufficient to cover all anticipated losses. Further, the Company may not be able to meet its recovery targets set for the particular financial year due to the intense competition witnessed at both global and domestic levels. In such circumstances, there could be an increase in the number and value of NPAs which can impact the Company. 7. System failures, infrastructure bottlenecks and security breaches in computer

systems may adversely affect our business. Our businesses are highly dependent on our ability to process, on a daily basis, a large number of increasingly complex transactions. Our financial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services. If any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located. Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could



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compromise data integrity and security. 8. Our indebtedness and restrictive covenants imposed by our financing

agreements could restrict our ability to conduct our business and operations. Should we breach any financial or other covenants contained in any of our financing agreements, we may be required to immediately repay our borrowings either in whole or in part, together with any related costs. Under the terms of some of the loan agreements, our Company is required to obtain the prior written consent of the concerned lender prior to our Company entering into any scheme of expansion, merger, amalgamation, compromise or reconstruction or selling, leasing, transferring all or a substantial portion of its fixed and other assets; making any change in ownership or control or constitution of our Company, or in the shareholding or management or majority of directors, or in the nature of business of our Company. This may restrict/ delay some of the actions/ initiatives that our Company may like to take from time to time. 9. We are exposed to various operational risks including the risk of fraud and other

misconduct by employees or outsiders. Like other financial intermediaries, we also run the risk of various operational risks which include the risk of fraud or misconduct by our employees or even an outsider, unauthorized transactions by employees or third parties, misreporting and non-compliance of various statutory and legal requirements and operational errors. It may not be always possible to deter employees from the misconduct or the precautions we take to detect and prevent these activities may not be effective in all cases. Any such instances of employee misconduct or fraud, the improper use or disclosure of confidential information, could result in regulatory and legal proceedings and may harm our reputation and also our operations. 10. We may not be able to attract or retain talented professionals required for our

business. The complexity of our business operations requires highly skilled and experienced manpower. Such highly skilled personnel give us a competitive edge. Further the successful implementation of our growth plans would largely depend on the availability of such skilled manpower and our ability to attract such qualified manpower. We may lose many business opportunities and our business would suffer if such required manpower is not available on time. Though we have appropriate human resource policies in place, we may face the risk of losing our key management personnel due to reasons beyond our control and we may not be able to replace them in a satisfactory and timely manner which may adversely affect our business and our future financial performance. 11. The Company faces increasing competition from other established banks and

NBFCs. The successful implementation of our growth plans depends on our ability to face the competition.

The Company’s main competitors are established commercial banks and NBFCs. Over the past few years, the retail financing area has seen the entry of banks, both nationalized as well as foreign. Banks have access to low cost funds which enables



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them to enjoy higher margins and / or offer finance at lower rates. NBFCs do not have access to large quantities of low cost deposits, a factor which can render them less competitive. 12. We may have a small concentration of loans (less than 15% of AUM) to certain

customers or group of customers. If a substantial portion of these loans becomes non-performing, our business and financial performance could be affected.

Our business of lending with or without securities exposes us to the risk of third parties that owe us money. Our loan portfolio and non-performing asset portfolio has, or may in the future, have some concentration in certain customers or groups of customers. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure, and breach of contract, government or other regulatory intervention and other reasons including inability to adapt to changes in the macro business environment. Historically, borrowers or borrower groups have been adversely affected by economic conditions in varying degrees. Credit losses due to financial difficulties of these borrowers / borrower groups in the future could adversely affect our business and our financial performance. 13. We have entered into transactions with related parties which create conflicts of

interest for certain of our management and directors. We have entered into transactions with related parties, including our Promoter and its affiliated companies. Such agreements may give rise to current or potential conflicts of interest with respect to dealings between us and such related parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favor. Risks Relating to the Utilization of Issue Proceeds 14. Our management will have significant flexibility in applying proceeds of the

Issue. The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various activities, including but not restricted to lending, to repay our existing loans, our business operations including capital expenditure and working capital requirements. The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date. The management of the Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in mutual funds and/or deposits with banks. Further as per the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, we are not required to appoint a monitoring agency and



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therefore no monitoring agency has been appointed for this Issue. Risks Relating to the Debentures 15. Changes in general interest rates in the economy may affect the price of our

Debentures. All securities where a fixed rate of interest is offered, such as our Debentures, 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 fall or rise 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. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our Debentures. 16. We are not required to maintain any Debenture Redemption Reserve (DRR) for

the Debentures issued under this Disclosure Document. As per Rule 18 Sub Rule (7) (b) (ii) of The Companies (Share Capital and Debentures) Rules, 2014, for NBFCs registered with RBI under Section 45-IA of the RBI (Amendment) Act 1997, no Debenture Redemption Reserve is required in case of privately placed debentures. 17. Any downgrading in credit rating of our Debentures may affect the value of

Debentures and thus our ability to raise further debts. CRISIL Ratings has assigned a ‘CRISIL AA-’ rating to the NCD program of the Company for an aggregate amount of Rs. 50 crore. The Issuer cannot guarantee that these ratings will not be downgraded. Such a downgrade in the above credit ratings may lower the value of the NCDs and may also affect the Issuer’s ability to raise further debt and/or to meet its obligations in respect of the Debentures could be affected. 18. Decisions may be made on behalf of all Debenture Holders that may be averse to

the interest of individual Debenture Holders The terms of the Debentures contain provisions for calling meetings of Debenture holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Debenture Holders including Debenture Holders who did not attend and vote at the relevant meeting and Debenture Holders who voted in a manner contrary to the majority.

19. Security may be insufficient to redeem the Debentures If the Company is unable to meet its payment and other obligations towards Investors under the terms of the Debentures, the Debenture Trustee may enforce the Security as per the terms of the Debenture Trustee Deed and other related Transaction Documents. The Investors recovery in relation to the Debentures will be



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subject to realizations of receivables hypothecated at a price sufficient to repay the potential investors’ amounts outstanding under the Debentures

20. The Debentures may be illiquid The Company intends to list the Debentures on the WDM segment of the BSE. The Company cannot provide any guarantee that the Debentures will be frequently traded on the Stock Exchange and that there would be any market for the Debentures. 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 trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading.

The Company may, but is not obliged to, at any time purchase the Debentures at any price in the market or by tender or private agreement. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realize value for the Debentures prior to settlement of the Debentures. Further, the Company may not be able to issue any further Debentures, in case of any disruptions in the securities market.

B. EXTERNAL RISK FACTORS 21. We are subject to regulatory and legal risk which may adversely affect our

business. The operations of an NBFC are subject to directions/ regulations framed by the RBI and other authorities including regulations relating to foreign investment in India. We are also subject to changes in Indian laws, regulations and accounting principles. There can be no assurance that the laws governing the Indian financial services sector will not change in the future or that such changes or the interpretation or enforcement of existing and future laws and rules by governmental and regulatory authorities will not affect our business and future financial performance. Any changes in the regulatory framework affecting NBFCs including risk weights on assets and/or provisioning norms for NPAs and/or capital adequacy requirements could adversely affect the profitability of the Company or its future financial performance by requiring a restructuring of its activities, increasing costs or otherwise. The Company is classified as a NBFC-ND-SI as defined in the RBI guidelines, which is subject to certain statutory, regulatory, exposure and prudential norms and this may limit the flexibility of the Company’s loans, investments and other products. 22. Company’s indebtedness and covenants imposed by its financing arrangements

may restrict its ability to conduct its business

The Company’s financing arrangements may require it to maintain certain security



24 | P a g e

cover for some of its borrowings. Should there be any breach of financial or other covenants of any financing arrangement and such breach continues beyond the stipulated cure period (if any), the Company may be subjected to various consequences because of such default including forced repayment of such borrowings. Further, under some of the financing arrangements, the Company may be required to inform/ obtain prior approval of the lenders/ debenture holders/ debenture trustee for various actions. This may restrict/ delay some of the actions/ initiatives of the Company from time to time.

23. Our growth depends on the sustained growth of the Indian economy. An

economic slowdown in India and abroad could have direct impact on our operations and profitability.

Macroeconomic factors that affect the Indian economy and the global economic scenario have an impact on our business. The quantum of our disbursements is driven by the growth in economic activity resulting in in demand for CVs, tractors, business loans in tier 1-4 cities. The GDP growth in the Indian economy for the fiscal year 2018-19 was 6.8% compared to higher growth rate registered in the preceding two years. Any adverse developments in the economy as a whole can increase the level of defaults thereby adversely impacting the Company’s growth plans and the quality of its portfolio. 24. Political instability or changes in the government could delay further

liberalization of the Indian economy and adversely affect economic conditions in India generally, which could impact our business.

The role of the Indian Central and State Governments in the economy has remained significant over the years. Since 1991, the Government has pursued a policy of economic liberalization, including significantly relaxing restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the future. The rate of economic liberalization could change, and specific laws and policies affecting financial services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian companies could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India, thus affecting our business. The future Governments could be a coalition of several parties. The withdrawal of one or more of these parties could result in political instability. Any political instability in the country could materially impact our business adversely. 25. Civil unrest, terrorist attacks and war would affect our business. Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as in major countries of the world, may adversely affect Indian and global financial markets. Such acts may negatively impact business sentiment, which could adversely affect our business and profitability. India has from time to time experienced, and continues to experience, social and civil unrest, terrorist attacks and hostilities with neighboring countries. Also, some of India’s neighboring countries have experienced, or are currently experiencing internal unrest. This, in turn, could have a material adverse effect on the market for securities including the Debentures. The consequences of any armed conflicts are unpredictable, and we



25 | P a g e

may not be able to foresee events that could have an adverse effect on our business and the price and yield of our NCDs. 26. Our business may be adversely impacted by natural calamities or unfavorable

climate changesor pandemics. India, Bangladesh, Pakistan, Indonesia and other Asian countries have experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics, including the outbreak of avian flu/ swine flu, Covid-19. The extent and severity of these natural disasters and pandemics determines their impact on these economies and in turn affects the financial services sector of which our Company is a part. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on the economies in which we have operations, which could adversely affect our business and the price of our Debentures. 27. The extent of the impact of the Coronovirus disease (COVID-19) on our business,

results of operations and financial condition is uncertain and cannot be predicted.

The World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020 it was declared a pandemic. In the first half of 2020, COVID-19 spread to a majority of countries across the world, including India. The COVID-19 pandemic has had, and may continue to have, repercussions across local, national and global economies and financial markets. In particular, a number of governments and organizations have revised GDP growth forecasts for 2020 downward in response to the economic slowdown caused by the spread of COVID-19, and it is possible that the COVID-19 pandemic will cause a prolonged global economic crisis or recession. The global impact of the COVID-19 pandemic has been rapidly evolving and public health officials and governmental authorities have reacted by taking measures, including in the regions in which we operate, such as prohibiting people from assembling in heavily populated areas, instituting quarantines, restricting travel, issuing “stay-at-home” orders and restricting the types of businesses that may continue to operate, among many others. On March 14, 2020, India declared COVID-19 as a “notified disaster” and imposed a series of nationwide lockdowns beginning on March 25, 2020. The restriction of lockdowns were gradually reduced, however, there can be no assurance that such lockdowns will not be reintroduced / extended further on one or more occasions The COVID-19 pandemic could affect our business, results of operations and financial condition. While COVID-19 has directly affected our business and operations, there is significant uncertainty regarding the duration and impact of the COVID-19 pandemic, as well as possible future responses, which makes it impossible for us to predict with certainty the impact that COVID-19 will have on us and our customers at this time. it may also have the effect of exacerbating many of the other risks described in this “Risk Factors” section. 28. Any downgrading of India’s sovereign rating by an international rating agency

(ies) may affect our business and our liquidity to a great extent.



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Any adverse revision to India’s credit rating for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our financial performance and our ability to obtain financing to fund our growth on favorable terms, or at all. 29. The Insolvency and Bankruptcy Code, 2016 in India may affect the rights of the

Debenture Holders. The Insolvency and Bankruptcy Code, 2016 provides for insolvency resolution and liquidation of corporate persons. The Insolvency and Bankruptcy Code, 2016 allows creditors to assess the viability of a debtor as a business decision, and agree upon a plan for its revival or liquidation. The Insolvency and Bankruptcy Code, 2016 enables a creditor to file a corporate insolvency and resolution petition (“CIRP”) against the debtor on default in payment of debt by the debtor. Further, in the event the CIRP is admitted by the National Company Law Tribunal against the debtor, the moratorium provisions under The Insolvency and Bankruptcy Code, 2016 prohibits, among other things, the creation of encumbrances, disposing of assets of the debtor, any action to enforce the security interest of the debtor and the institution or continuation of legal proceedings against the debtor. Pursuant to the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019 and Ministry of Corporate Affairs Notification S.O. 4139(E) dated 18 November 2019, only RBI can now commence CIRP against NBFCs with an asset size of at least INR 5 billion. Creditors, including the Debenture Holders cannot initiate CIRP against the Company. Furthermore, a NBFC may commence voluntary liquidation under the Insolvency and Bankruptcy Code, 2016 with prior RBI permission. If provisions under the Insolvency and Bankruptcy Code, 2016 are invoked against us, it may adversely affect the Company’s business, financial condition and results of operations and the Company’s ability to pay back creditors and enforcement of creditor rights will be subject to the Insolvency and Bankruptcy Code, 2016. It must also be noted that an insolvency proceeding relating to the Company, even if brought in a jurisdiction outside India, would likely involve Indian insolvency laws, the procedural and substantive provisions of which may differ from comparable provisions of bankruptcy laws in jurisdictions outside India. NOTES TO THE RISK FACTORS Save, as stated elsewhere in this Disclosure Document, since the date of the audited financial accounts, (a) no developments have taken place that are likely to materially and adversely affect the performance or prospects of the Company. (b) no developments have taken place in the last twelve months which materially and adversely affect or are likely to affect the trading or profitability of the Company, or the value of its assets, or its ability to pay its liabilities.



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GENERAL RISK FACTORS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, the investors must rely on their own examination of the Company, this IM issued in pursuance hereof and the Issue including the risks involved. The Issue has not been recommended or approved by SEBI or RBI nor does SEBI or RBI guarantee the accuracy or adequacy of this IM.



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SECTION IV: DISCLOSURE REQUIREMENTS

General Information:

A. Name, address, website and other contact details of the Company, indicating

both registered office and the corporate office: Issuer / Company: Adani Capital Private Limited. Registered Office: Adani House, 56, Shrimali Society, Near Mithakhali Six

Roads, Navrangpura, Ahmedabad - 380 009 Corporate Office: 1004/5, 10th Floor, C-Wing, One BKC, C-66, G-Block, Bandra

Kurla Complex, Bandra East, Mumbai 400 051 Telephone No.: 022-6241 1200 Website: www. adanicapital.in Fax: 022-26520650 Contact Person: Mr. Arun Das Email: [email protected]

B. Changes in the Registered Office: No C. Date of Incorporation of the Company: September 12, 2016

D. Income-Tax Registration:

PAN : AAOCA7636B

E. Business carried on by the Company and its subsidiaries with the details of

branches or units, if any: Please refer Pages 28 and 36 below.

F. Brief particulars of the management of the Company: Please refer below.



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G. Name, address, DIN and occupations of the directors:

Name Designation

Date of Appointment

DIN Age Occupation

Address Details of Other Directorship

RAJENDER MOHAN MALLA

Independent Director

02/05/2018

00136657

66 Business

C-4/19 Safdarjung Development Area Hauz Khas New Delhi 110016 DL IN

Morgan Arc Private Limited

Centillion Finance Limited

PFS Capital Advisors Limited

Waaree Technologies Limited

Nextgen Telesolutions Private Limited

Idbi Gilts Limited

Bharat Financial Inclusion Limited

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do




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Waaree Energies Limited

Idbi Homefinance Limited

Iol Chemicals And Pharmaceuticals Limited

Metro Tyres Limited

Vardhman Textiles Limited

SAGAR RAJESHBHAI ADANI

Director 30/09/2016

07626229

25 Business

Shanti Sagar, Rajpath To Bopal Road, Nr. Kantam Party Plot Cross Road, Bodakd Ev Ahmedabad 380058 Gj In

Adani Electricity Mumbai Limited

Adani Green Energy Limited

Adani Finserve Private Limited

Adani Housing Finance Private Limited

GAURAV RAKESH GUPTA

Director 12/09/2016

01669109

44 Service 601, Avinash Apartments, Near Petil School, Union Park, Khar West , Mumbai 400052

Adani Finserve Private Limited


Adani Sportslin







31 | P a g e

MH IN

e Private Limited

H. Management’s perception of risk factors: Please refer to Section III above.

I. Details of default, if any, including the amounts 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) Loans from banks and financial institutions and interest thereon: Nil

J. Name, designation, address and phone number, email ID of the nodal /

compliance officer of the Company and persons connected, in the Issue:

Name: Bhavik Shah Designation: Company Secretary Address: 3rd Floor, Jet Prime, Suren Road, Near WR Highway Metro Station,

Andheri (East), Mumbai 400 093 Tel: 9967339076 Email: [email protected]

K. Chief Financial Officer of the Issuer: Not applicable L. Registrar to the Issue: Link Intime India Pvt. Ltd

Name: Amit Dabhade Designation: Officer - Depository Operations Address: 247 Park , C 101 1st Floor , LBS Marg , Vikhroli ( W ) , Mumbai – 400

083 Tel: 022-49186000 | Mobile No – 09766923470 Email: [email protected] The Investors can contact the Registrar to the Issue in case of any pre-issue/post-issue related problems such as non-receipt of demat credit, refund orders or interest on Application Money.

M. Debenture Trustee: Name: Axis Trustee Services Limited Address: The Ruby 2nd Floor SW 29 Senapati Bapat Marg Dadar West,

Mumbai – 400 028 Contact Person: Mr. Rahul Vaishya Tel: +91 97025 21732 Email: [email protected] Website: www.axistrustee.com The Debenture Trustee has given its consent to act as debenture trustee to the



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Issue and for their name being inserted in this Information Memorandum and in all subsequent periodical communications sent to the Investors.

N. Statutory Auditor of the Issuer:

Name: S. R. Batliboi & Co. LLP Address: 12th Floor, The Ruby, 29, Senapati Bapat Marg,

Dadar (West), Mumbai 400028 Tel: 022 – 6819 8000 Email: [email protected]

O. Credit Rating Agency: CRISIL Ltd Name: Amit Khare Designation: Regional Manager- Business Development, Ratings Address: D-709/710, The First,Near Keshavbag, Off. 132” Ring Road,

Vastrapur Ahmedabad – 380 015 Tel: (D) +91 79 40244530 | (M) +91 9978915101 Email: [email protected] Credit Ratings By its letters dated June 01, 2020, CRISIL has assigned a rating of “AA-” to this issue of NCDs by the Issuer to the extent of Rs. 50 crores Kindly note that the above ratings are not a recommendation to buy, sell or hold the NCDs and subscribers should take their own independent decisions. The ratings may be subject to revision or withdrawal at any time by the rating agency and the rating agency has a right to suspend or withdraw the rating(s) at any time on the basis of new information, etc.



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OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER Particulars of the Offer:

Date of passing of Board Resolution

June 28, 2020

Date of passing of resolution in extra ordinary general meeting, authorizing the offer of securities

June 29, 2020

Kinds of securities offered (i.e. whether share or debenture) and class of security; the total number of shares or other securities to be issued

Secured, Senior Rated, Listed, Redeemable, Non-Convertible Debentures

Price at which the security is being offered, including premium if any, along with justification of the price

Rs.10,00,000/- (Rupees Ten Lakh only) per Debenture, which is the face value of each Debenture

Name and address of the valuer who performed valuation of the security 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

Class or Classes of persons to whom allotment is proposed to be made

As per Term Sheet

Proposed time within which the allotment shall be completed

2 days from the Deemed Date of Allotment

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/ rights issue has already been made during the year, in terms of number of securities as well as price

980 Secured, Rated, Unlisted, Redeemable, Non-Convertible Debentures of face value of Rs.10,00,000/- (Rupees Ten Lakh only) per Debenture aggregating to Rs. 98,00,00,000/- (Rupees Ninety-Eight Crores Only) issued to Standard Chartered Bank on private placement basis.



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

Not Applicable

Amount which the Company intends to raise by way of securities

Up to Rs. 50,00,00,000/- (Rupees Fifty Crores Only)

Terms of raising of securities:

Details Particulars Issue Amount (INR) INR 50,00,00,000/- Number of Debentures

500

Face Value of Debentures (INR)

INR 10,00,000/-

Final Redemption Date

36 (Thirty Six) months from the Deemed Date of Allotment

Interest Rate (p.a. payable annually)

9.50% (nine-point five percent) per annum

Redemption At par Tenor 36 (Thirty Six) months from

the Deemed Date of Allotment.

To be listed on BSE Limited (BSE)

Mode of Payment/repayment

Real Time Gross Settlement / National Electronic Fund Transfer/ cheque / demand draft

Proposed time schedule for which the private placement offer cum application is valid

The private placement offer cum application shall be valid from Issue Opening Date i.e. June 29, 2020 till Issue Closing Date i.e. June 29, 2020

Purpose and objects of the offer

The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for various financing/lending activities related to our normal business operations, repaying existing loans, working capital requirement and for general corporate purposes. The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date.

Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the object

Not Applicable



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Principle terms of assets charged as security, if applicable

As per the Term Sheet

The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations

None

P. Any default in Annual filing of the Company under the Companies Act, 2013 or

the rules made thereunder: None

Brief History of the Issuer since its Incorporation

History of the Company

Adani Capital Private Limited is the Non-Banking Finance Company (‘NBFC’) arm of Adani Group and was incorporated on September 22, 2016 with an initial equity commitment of Rs. 500 crore and is registered as Non-Deposit taking Systemically Important NBFC with RBI.

Keeping in sync with Adani Group’s vision of “Growth with Goodness” at Adani Capital our vision is to support entrepreneurs by offering customized financing solutions leveraging technology.

The lack of adequate and timely access to finance has been one of the biggest challenges in the semi-urban and rural geographies in our country, which Adani Capital is looking to address. Our products specifically address the financing requirements of Tier 2 to Tier 4 markets. We currently have 58 branches in Rajasthan, Gujarat, Maharashtra, Karnataka and one branch each in Noida and Chennai. We provide loans ranging from Rs 1 lakh to 1 crore only for meeting requirements of our entrepreneur borrowers including farmers (Farm Sector Finance – Tractor Loans), Transporters (Small & Light Commercial Vehicle loans) and small business owners (Business Loans & Supply Chain Finance).

At Adani Capital, we follow a “Customer First” mantra; our people, products and technology are built to meet our customer needs, focused around income generation and business expansion.

Our team comprises experienced and self-motivated professionals, committed to creating a distinctive financial services business with customer ownership and complete life cycle focus.

Our business:



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Credit Rating CRISIL Ratings has assigned a credit rating ‘CRISIL AA-’ on the Long Term and CRISIL A1+’ for short term borrowing program of the Company.

The pre-issue and post-issue shareholding pattern of the Company is as follows:

S. No. Category

Pre-issue Post-issue

No. of shares held

% of shareholding

No. of shares held

% of shareholding

A Promoters' holding

1 Indian:

Individual - - - - Bodies

Corporate 1,72,99,996 100 1,72,99,996 100

Sub total 1,72,99,996 100 1,72,99,996 100

2 Foreign promoters

- - - -

Sub-Total (A) - - - -

1,72,99,996 100 1,72,99,996 100

B Non-promoters' holding

1 Institutional investors

2 Non-Institutional investors

- - - -

Private corporate bodies

- - - -

Directors and relatives

- - - -

Indian public - - - -

Product -MSME

Finance

Branch Business

Farm Sector Finance

Commercial Vehicle Finance

Business Loans

Non-Branch

Supply Chain

Finance

Vendor Finance

Channel Finance



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Others [including Non-resident Indians (NRIs)]

- - - -

Sub-Total (B) - - - -

Grand Total (A+B)

- - - -

Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the directors, promoters or key managerial personnel in the Issue and the effect of such interest in so far as it is different from the interests of other persons

None

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 Company during the last 3 (Three) years immediately preceding the year of the issue of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

None

Remuneration of directors (during the current year and last 3 (Three) financial years) as approved by the Shareholders from time to time.

FY 2019-20

F.Y 2018-19

F.Y 2017-18

Nil Nil Nil

Related party transactions entered during the last 3 (Three) financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided

Please refer page 40 below.

Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (Five) financial years immediately preceding the year of issue of offer letter 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

None

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous company law in the last 3 (Three) years immediately preceding the year of issue of private placement offer cum application letter in case of the 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 3 (Three) years immediately preceding the year of offer letter and if so, section-wise details thereof for the Company and all of its subsidiaries

None



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Details of acts of material frauds committed against the Company in the last 3 (Three) years, if any, and if so, the action taken by the Company

None

DISCLOSURES PERTAINING TO WILFULL DEFAULT (a) Name of the bank declaring the entity as a wilful defaulter: None (b) The year in which the entity is declared as a wilful defaulter: None (c) Outstanding amount when the entity is declared as a wilful defaulter: None (d) Name of the entity declared as a wilful defaulter: None (e) Steps taken, if any, for the removal from the list of wilful defaulters: None (f) Other disclosures, as deemed fit by the issuer to enable Investors to take

informed decisions: None (g) Any other disclosure as specified by the Board: None Financial Position of the Company:

The capital structure of the company in the following manner in a tabular form:

Sl. No.

Particulars Amount (in Rupees)

(i)

A Authorised Capital (Consisting of 2,00,00,000 Equity Shares of Rs. 10/- each)

20,00,00,000/-

Issued, Subscribed and Paid up Capital (1,72,99,996 Equity Shares of Rs. 10/- each)

17,29,99,960/-

B Size of the Present offer Debenture issuance of Rs. 50,00,00,000/-

C Paid up Capital (after the offer) a. After the offer: 17,29,99,960/- b. After the conversion of Convertible

Instruments 17,29,99,960/-

D Share Premium Account (before the offer) 3,12,87,56,110/- Share Premium Account (after the offer) 3,12,87,56,110/-

Details of existing Share Capital of the Company:

Date of allotment

Number of shares

allotted

Face Value (in

Rs.)

Issue Price (in

Rs.)

Total Consideration

Form of consideration

MOA 30,00,000 10 10 3,00,00,000 Cash

04-Jan-2017 15,00,000 10 10 1,50,00,000 Cash

27-Feb-2017 20,00,000 10 10 2,00,00,000 Cash

31-Mar-2017 16,66,666 10 300 49,99,99,800 Cash

14-Jun-2017 4,16,666 10 300 12,49,99,800 Cash



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27-Oct-2017 33,33,333 10 300 99,99,99,900 Cash

31-Jan-2018 11,66,666 10 300 34,99,99,800 Cash

5-Feb-2018 8,00,000 10 300 24,00,00,000 Cash

23-Feb-2018 9,16,666 10 300 27,49,99,800 Cash

25-Sep-2018 23,33,333 10 300 69,99,99,900 Cash

28-Mar-2019 166,666 10 300 4,99,99,800 Cash

Details of allotments made by the Company in the last 1 (one) year preceding the date of the offer letter for Consideration other than cash

None

Profits of the Company, before and after making provision for tax, for the 3 (Three) financial years immediately preceding the date of circulation of offer letter

Rs. Particular

s 2019-20 2018-19 2017-18

PBT 2,36,52,373 2,69,03,166 2,28,67,202 PAT 2,18,50,804 330,38,849 2,28,67,202

Dividends declared by the Company in respect of the said 3 (Three) financial years; interest coverage ratio for last 3 (Three) years (cash profit after tax plus interest paid/interest paid)

Particulars 2019-20

2018-19

2017-18

Dividend Nil Nil Nil Interest Coverage

1.05X 1.70X 4.49X

Any change in accounting policies during the last 3 (Three) years and their effect on the profits and the reserves of the Company

Nil

Details of branches of the Issuer and its subsidiaries:

Sr. No.

Branch Name Branch Address City State

1 Pune Office No 409 B, City Mall, Ganeshkhind Road, Shivaji Nagar, Pune, Maharashtra- 411004

Pune Maharashtra

2 CBD Belapur Shop No 05, Hilton Centre Commercial Premises Co-operative Society Ltd. Plot No 66, Sector 11, CBD Belapur, Navi Mumbai - 400 614

CBD Belapur Maharashtra

3 Boisar 2nd Floor, Shivkala Arcade, Boisar Tarapur Road, Sainath Nagar, Boisar Tal + DIST Palghar, Maharashtra 401501

Boisar Maharashtra

4 Kalyan 19 & 20, Second Floor, Sarvoday Mall, Kalyan Shil Road, Opp. APMC Market, Kalyan (West) Maharashtra- 421 301

Kalyan Maharashtra

5 Virar A-401, MV Plaza, Above ICICI Bank, Near Subway, Virar Station East, Thane Maharashtra 401305

Virar Maharashtra

6 Solapur 1st Floor, 3A Muraji Peth, Panjarapol Chowk, Solapur, Maharashtra 413 001.

Solapur Maharashtra

7 Nashik Office No 301, Sahyadee Business Park Inc MICO Circle, Trimbak Road, Nashik Maharashtra, 422 002

Nashik Maharashtra



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8 Satara F-4, Forth Floor, Shri Balaji Prestige, Raviwar Peth, Opposite Sayali Restaurant, Powainaka, Satara, Maharshtra – 415001308

Satara Maharashtra

9 Kolhapur S-204, Second Floor, Dattawad Renaissnace, 334, ‘E’ Ward, Station Road, Kolhapur, Maharashtra- 416 001

Kolhapur Maharashtra

10 Ahmednagar 207, Second Floor, Sai Midas Touch Manmad Road, Savedi, Ahmednagar Maharashtra, 414 003

Ahmednagar Maharashtra

11 Pune Wagholi GAT No.559/1, Shop No. A-113, OXY PRIMO, Bakori Phata, Wagholi, Pune 412207

Pune Wagholi Maharashtra

12 Jaipur

Mini Shop JBMS 12 to 20 and JBMS 31 to 34 constructed in S 18 and S 19, 2nd Floor, Mahima’s, Triniti, Plot No 5, Swage Farm, New Sanganer Road, Jaipur- 302019

Jaipur Rajasthan

13 Alwar OMJEE Center, 14 Tej mandi, opp. Gaushala, Station road, Alwar – 301001 (Rajasthan)

Alwar Rajasthan

14 Sikar 2nd floor, Ocean plaza, 319-A, Opposite Industrial Area Devipura, Jaipur Road, Sikar-332001 (Rajasthan)

Sikar Rajasthan

15 Udaipur office no, 303 & 304, ICON Tower, Third floor, Madhuwan, Udaipur (Raj.)

Udaipur Rajasthan

16 Bikaner Second Floor, GK Tower, Above ParshwaNath Ice-cream & Cold Drink House Near PBM Hospital, Ambedkar Circle, Bikaner-334001 (Rajasthan)

Bikaner Rajasthan

17 Ganganagar 2nd Floor Melody House 25A, Public Park Sri Gangangar-335001

Ganganagar Rajasthan

18 Hanumangarh Complex, Opp. Narang Hotel, Near Esay Day Ganganagar Road, Hanumangarh Jn 335512

Hanumangarh Rajasthan

19 Kotputli 1st floor, Above Punjab National Bank, Opposite Krishna Talkise, Mohalla Bashari, Kotputli- 303108 (Rajasthan)

Kotputli Rajasthan

20 Rajsamand BUILDING OF BHANWAR LAL PALIWAL, 1st Floor-Chamber 02, 100 FT road, Bajrang Choraya, Rajnagar, Rajsamand-313324

Rajsamand Rajasthan

21 Barmer First Floor, Nagana Rai Market, Near Chohtan Circle, NH-68, District Barmer-344001 (Rajasthan)

Barmer Rajasthan

22 Nagaur Second floor, Central Bank Tower, Ganapati Mension, Near Bus stand, Ajmer Road, Dist. Nagaur - 341001

Nagaur Rajasthan

23 Ajmer Madhav Complex, 49, First Floor, Opp. Adarsh Nagar Main Gate, Adarsh Nagar, Ajmer– 305001

Ajmer Rajasthan

24 Bhilwada FF-31&32, Surabhi Square, Opp. Gayatri Ashram Mandir, Ajmer Road, Bhilwara-311001 (Raj)

Bhilwada Rajasthan

25 Chittorgarh First Floor, Plot #40, Pannadhay Colony, Chittaurgarh-312001 (Rajasthan)

Chittorgarh Rajasthan

26 Kota 3rd Floor, Backside, 2/K/33, Aman Business Tower, Vigyan Nagar, Kota-324005

Kota Rajasthan

27 Suratgarh First Floor, above Rajnesh medical store, Near Old Bus stand, Suratgarh-335804

Suratgarh Rajasthan

28 Pali First Floor, Manoj Motor Complex, 108, Mahaveer Marg, Sumerpur Road, Dist-Pali-306902(Rajasthan)

Pali Rajasthan

29 Sumerpur Second Floor, Shanti Bhawan, Near Hotel Mansarovar, Tahsil Road, Sumerpur, Dist-Pali, Sumerpur-306902(Rajasthan)

Sumerpur Rajasthan

30 Jodhpur 2nd Floor “Mahadev Tower” Plot No.47, Opp new Kohinoor Cinema, Chopasani Road, Jodhpur, Rajasthan- 342024

Jodhpur Rajasthan



41 | P a g e

31 Bijapur # 91, 2nd Floor, Kulakarni Arcade, Jalanagar Main Road, Above Kotak Mahindra Bank Vijayapur -586 109.

Bijapur Karnataka

32 Gulbarga #9-953/3D, 9-953/3E, 9-953/3F, Plot no: 3, Janath Layout, Near Appa Garden, Beside Harwal Hospital, SB Temple Road, Kalaburgi – 585103

Gulbarga Karnataka

33 Hubli

# 77, 77/1, 78 & 79/A, 2nd Floor, V A Kalburgi Square, Desai Cross, Deshpandenagar, Hubli - 580023, Near Ganesh Hotel, GST: 29AAOCA7636B1ZI

Hubli Karnataka

34 Bagalkot # 48/11B (Old No: 48/11), FF-07, Block A, 1st Floor, Malligeri Towers, Station Road, Bagalkot- 587101

Bagalkot Karnataka

35 Bengaluru # 25/1, 1st Floor, SKIP House, Museum Road, Bangalore -560 025

Bengaluru Karnataka

36 Sindhnur # 6-1-1926, Flat No:1, Ramkishore Colony, Gangavathi Road, Opp to Axix Bank, Sindhanur – 584128.

Sindhnur Karnataka

37 Davangere # 981 (Old No: 410) , 1st Floor, “Shankar Sangama” Complex, Ashoka Road, Davanagere – 577002 (Karnataka)

Davangere Karnataka

38 Gangavathi Door No: 5-3-50/5-3-46, 1st Floor, Plot No:6, Srinivasa Building, Near Neelakanteswara Circle, Bus Stand Road, Gangavathi – 583227.

Gangavathi Karnataka

39 Belagavi CTS 4824/83B, 2nd Floor, City Plaza, Kollapur Circle, old PB Road, Above Adishwar Showroom, Belgaum – 590010.

Belagavi Karnataka

40 Haveri # 173A / 5H, 2nd Floor, Waliker Building, Vidya Nagar, PB Road, Near ShivaShakti Palace, Haveri – 581110.

Haveri Karnataka

41 Shivamoga #730/1620, 1st Floor, Belagur Complex, Durgigudi Main Road, Near City Hospital, Shivamogga – 577201

Shivamoga Karnataka

42 Bellary Door no: 30/16, Gayatri Arcade, 2nd Floor, Ananthapur Road, Bellary – 583101

Bellary Karnataka

43 Mysore #2917, Jeevan Arcade, 5th Cross, New Kantharaj URS Road, Saraswathipuram, Mysore – 570009

Mysore Karnataka

44 Tumakuru #2689/3116/B/1200, 2nd Floor, Mahalakshmi Central, BH Road, Ashok Nagar, Opp to Tumkur University, Tumkur-572103.

Tumakuru Karnataka

45 Ahmedabad 2nd Floor, Star SquarePlot # 15, Sushil Nagar Society, Drive in road, Opp. Gandhi Labour Institute, Ahmedabad 380052

Ahmedabad Gujarat

46 Tharad 1st floor, Office No.35 & 36 , Amar Complex, Mouje Tharad- 385565, Banaskantha District, Gujarat.

Tharad Gujarat

47 Gandhidham 1st floor, office No 3, Plot NO 4, Sector 1 AKutch Kala Road,Gandhidham, Gujarat-370 201

Gandhidham Gujarat

48 Mehesana Shop No 6&7, Second Floor, Jigar Complex, Ahmedabad-Patan Highway, Mehesana, Gujarat- 384 002

Mehesana Gujarat

49 Himmatnagar City Corner Restaurent, Shop No 204, Sun Complex, Motipura NH 8, Himmatnagar , Gujarat

Himmatnagar Gujarat

50 Rajkot 1st floor, Amrish Building, KKV Circle, Kalawad Road, Rajkot, Gujarat – 360005

Rajkot Gujarat

51 Jamnagar 4th Floor, Platinium Building, Opp Dr Niraj Vora Hospital, Jamnagar, Gujarat- 36108

Jamnagar Gujarat

52 Nadiad 203, Sky Satva-I, Opp. Amba Ashram Temple, Nr. DDIT Collage, Nadiad-Uttarsanda Road, Nadiad, Gujarat -387001

Nadiad Gujarat



42 | P a g e

53 Vadodara 3rd Floor, Sun Complex, Race Course, Baroda (Beside Citi Bank)

Vadodara Gujarat

54 Surat 306, Third Floor, Western Business Hub, Pratham Circle, Pal, Adajan, Surat, Gujarat - 395009

Surat Gujarat

55 Vapi Office No 308, Platinum Commercial Complex, 3rd Floor, Opposite VIA Ground, Char Rasta, GIDC, Vapi, Gujarat- 396 195

Vapi Gujarat

56 Bharuch Shop 318 & 319, Second Floor, Orion Arcade Complex, Zadeshwar Road, Bharuch, Gujarat 392001

Bharuch Gujarat

57 Mangalore Door No: G16, Ground Floor, Divya Enclave, Behind Deepa Comforts, Jail Road area, M. G. Road, Mangalore, 575003

Mangalore Karnataka

58 Panvel Shop No 306, Neelkant Landmark, Behind Orian Mall, New Panvel.

Panvel Maharashtra

59 Noida Adani Capital PVT LTD.Block F Plot No. 7, (F-7), Sector – 3 NIODA, Uttar Pradesh,Pin Code :- 201301.

Noida UP

60 Chennai Ambatur

P.No.16 & 17, 1st Floor, LND Complex, CTH Road, Balaji Nagar, Thirumullaivoyal, Ambattur, Chennai 600062

Chennai Ambatur

Tamilnadu

Project cost and means of financing (including contribution of promoters) in case of new projects: Not Applicable Key Operational and Financial Parameters for FY ended March 31, 2020, March 31, 2019 & March 31, 2018

Rs. crore

Sr No

Particulars FY2018 FY2019 FY2020

Audited Audited Audited

1 Paid-Up Capital 14.8 17.3 17.3

2 Reserves & Surplus 235.4 311.1 313

3 Intangible Assets (including DTA) 12.7 16.2 16.3

4 Borrowing 7.3 230.7 847.7

5 Tangible Net Worth 237.5 312.2 314

6 Loans 187.8 466.2 1009.6

7 Investment 54.0 59.0 45.0

8 Cash and cash equivalents 3.3 10.9 99.3

9 Net Sales/Revenues 24.2 69.2 128.8

10 Gross Profit 23.3 58.2 80.9

11 EBIDTA 3.2 15.8 54.3

12 Net Profit Before Tax 2.3 2.7 1.9

13 Net Profit After Tax 2.3 3.3 1.8

14 Debt/Equity Ratio 0.03 0.7 2.27

15 Gross Profit margin % 96.3% 84.1% 62.8%

16 Net Profit margin % 9.5% 4.8% 1.4%



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17 Return on Equity % (PAT/Paid up capital)

0.90% 1.14% 0.55%

18 Return on Assets % (PAT/Total Assets) %

0.86% 1.00% 0.24%

The Profit & Loss statement for the FY 2017-18 is in accordance with IGAAP whereas the financials Statement for FY 2018-19 and 2019-20 is in accordance with Ind-AS. Cash Flow Statement Rs. crore IND AS IND AS IGAAP

Particulars For the Year ended March

31, 2020

For the Year ended March 31,

2019

For the Year ended March 31,

2018 A. Cash flow operating activities Net Profit / (Loss) before tax

19.46

26.91

22.87

- Adjustments for:

- Depreciation, amortization and impairment

43.97

20.81

0.86

Impairment on Financial Instrument 43.02

56.26

4.98

Interest ion lease liability 12.01

6.39

-

Net gain/(loss) on financial instrument at fair value through profit and loss (FVTPL)

(7.72)

(14.95)

(2.62)

Provision for Employee Benefits (Net) -

-

4.15

(Profit)/Loss on sale of property, plant and equipment

-

(0.02)

-

Interest income (1,243.11)

(597.03)

-

Finance Cost 467.76

104.06

-

-

Cash inflow from interest 1,071.00

583.66

-

Cash outflow from finance cost (422.25)

(105.14)

-



44 | P a g e

Cash generated from / (used in) operations before working capital changes

(15.86)

80.95

30.25

Adjustments for changes in Working Capital :

Decrease / (Increase) in Trade Receivable

(2.10)

(1.04)

(0.05)

Decrease / (Increase) in Loans (5,314.70)

(2,818.41)

(1,883.69)

Decrease / (Increase) in Other financial assets

(30.20)

(24.56)

(125.47)

Decrease / (Increase) in Other non-financial assets

(40.80)

4.62

-

(Decrease) / Increase in Trade Payables

13.77

4.49

21.99

(Decrease) / Increase in Other Financial Liability

21.00

(4.09)

12.51

(Decrease) / Increase in Provision 13.77

11.12

-

(Decrease) / Increase in Other non-financial liabilities

4.15

12.16

-

(5,350.97)

(2,734.77)

(1,944.45)

Refund / (Payment) of Taxes (Net) (22.75)

(41.14)

(7.55)

Net cash generated from / (used in) operating activities (A)

(5,373.72)

(2,775.91)

(1,952.00)

B. Cash flow from investing activities

Purchase of property, plant and equipment and intangible assets

(62.14)

(142.98)

(13.89)

Proceeds from sale of property, plant and equipment and intangible assets

-

0.15

-

Increase/(decrease) in capital work-in-progress and intangible assets under development

27.83

58.86

(95.54)

Purchase of investment measured at amortised cost

(19,177.53)

(16,010.80)

(65.00)

Proceeds from sale of investment measured at amortised cost

19,337.51

15,974.50

67.62

Net cash generated from / (used in) investing activities (B)

125.66

(120.27)

(106.81)



45 | P a g e

C. Cash flow from financing activities

Proceeds from Issue of Equity Shares (Including securities premium)

-

750.00

1,990.00

Share issue expenses -

(0.75)

-

Payment of principal portion of lease liabilities

(9.98)

(4.54)

-

Payment of interest on lease liabilities (12.01)

(6.39)

-

Amount received from debt securities 980.00

-

-

Amount received from borrowing other than debt securities

9,237.38

4,597.53

510.73

Repayment of borrowing other than debt securities

(4,063.11)

(2,364.13)

(437.97)

Net cash generated from / (used in) financing activities (C)

6,132.27

2,971.72

2,062.77

Net Increase / (Decrease) in Cash and Cash Equivalents (A + B + C)

884.21

75.55

3.95

Add: Cash and Cash Equivalents at the beginning of Year

108.63

33.08

29.12

Cash and Cash Equivalents at the end of the Year

992.84

108.62

33.08

Details of other borrowings including any other issue of debt securities in past: Details of Secured Loan Facilities as of March 31, 2020

Rs crore

Sr. No.

Bank Name Facility Name

Amount Sanction

ed

Amount Outstandin

g

Tenure in

months

Maturity date

Security Details

1 Yes Bank Ltd Term Loan 150.00 135.00 36 Sep-22 Secured by way of pari pasu

charge to the extent of 1.20x

on standard assets

receivable of the company

Nabkisan Finance,

Hinduja Leyland Fiance &

Karnataka Bank secured to the extent of 1.10x

2 Yes Bank Ltd

Working capital

demand Loan

50.00 50.00 12 Jan-21

3 Union Bank of India

Term Loan 100.00 89.58 42 Dec-22

4 ICICI Bank Ltd Term Loan 50.00 35.00 36 Nov-21

5 Standard Chartered Bank

Short term facility

2.00 Nil Short term

NA

6 Nabkisan Finance Limited

Term Loan 22.00 20.00 36 Sep-22

7 Axis Bank Ltd Term Loan 25.00 25.00 36 Oct-22



46 | P a g e

8 IDFC First Bank Ltd

Term Loan 100.00 100.00 36 Dec-22

9 United Bank of India

Term Loan 25.00 25.00 36 Dec-22

10 Northern Arc Capital Limited

Term Loan 35.00 33.40 36 Jan-23

11

Northern Arc Capital Limited

Short term facility

15.00 12.63 12 Jan-21

12

Hinduja Leyland Finance Limited

Term Loan 15.00 13.93 36 Dec-22

13 Aditya Birla Finance Ltd Term Loan 40.00 25.00 36 Feb-23

14 RBL Bank Ltd Short term

facility 15.00 15.00 12 Feb-21

15 Karnataka Bank Ltd

Term Loan 25.00 25.00 35 Jan-23

16 HDFC Ltd Term Loan 25.00 25.00 36 Mar-23

17 Central Bank of India

Term Loan 50.00 50.00 48 Mar-24

18 DBS Bank India Ltd

Term Loan 100.00 50.00 36 Mar-23

19 Bank of India

Term Loan 75.00 Nil 60 Not

drawn

Total 919.00 729.55

Details of Unsecured Loan Facilities as of March 31, 2020

Sr. No.

Lender’s Name

Type of facility

Amount sanctioned

Amount Outstanding

1 Adani

Finserve Pvt Ltd

Inter-corporate Deposit

Rs. 15.0 cr Rs. 15.0 cr

Details of NCD as of March 31, 2020 -

Rs crore

Sr. No

Name of Investor

Product Issue Size

Date of Issue

Date of Maturity

Tenure days

Credit rating Security Details


NCD 1 48.00 31-12-

19 31-12-20 366

CRISIL

A1+

Secured by way of pari pasu

charge to the extent of 1.20x

on standard assets

receivable of the company


NCD 2 50.00 27-02-

20 26-02-

21 365

CRISIL

A1+



47 | P a g e

CP outstanding as on March 31, 2020 - Nil Interim Accounts, if any: None Total debentures of the Issuer of maturity upto one year outstanding: 980 Secured, Rated, Unlisted, Redeemable, Non-Convertible Debentures of face value of Rs.10,00,000/- (Rupees Ten Lakh only) per Debenture aggregating to Rs. 98,00,00,000/- (Rupees Ninety-Eight Crores Only) issued to Standard Chartered Bank on private placement basis. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on March 31, 2020

NIL

Particulars of debt securities issued in the past. Details of any outstanding borrowings taken/ debt securities issued where taken / 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

There are no debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or at a discount (iii) in pursuance of an option.

However, for sake of clarification, the Company has issued Commercial Papers in the past; such Commercial Papers being money market instruments issued at a discount as per RBI regulation. Whether outstanding debentures of the Issuer have been serviced promptly and interest paid on due dates on term loans and debt securities. If answer is no, give details of overdue payments: As per the terms of outstanding NCD has interest payment and principal repayment has to be done on maturity hence not applicable

RELATED PARTY TRANSACTIONS

Details of Related Party Transaction as on 31st March 2019, 31st March 2018 and 31st

March 2017

Name of Related Party Relationship

Adani Finserve Private Limited Holding Company

Adani Properties Private Limited Directly / Indirectly controls the holding company

Adani Infrastructure Management Services Limited

Subsidiary of Ultimate Holding Company

Adani Housing Finance Private Limited Fellow Subsidiary Company



48 | P a g e

Adani Electricity Mumbai Limited

Adani Port and SEZ Limited

Enterprise under common control

Mr. Sagar R. Adani Director

Mr. Gaurav Gupta Director

Mr. Bhavik Shah Company Secretary

Ms. Anjali Gupta Relative of Director

Adani Finserv

e Private Limited


Adani Proper

ties Private Limite

d

Adani Infrastru

cture Managem

ent Company Limited

Adani Electri

city Mumb

ai Limite

d

Adani Port

and SEZ Limited

Mr. Gaurav Gupta

Ms. Anjali Gupt

a

Mr. Bhavi

k Shah

Application money received for issue of equity shares

- NIL NIL NIL NIL NIL NIL NIL NIL

(75.00) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL)

(199.00)

(NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL)

Inter-corporate deposit taken

110.40 NIL NIL NIL 90.00 NIL NIL NIL NIL


(42.86) (NIL) (1.55) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL)

Inter-corporate deposit repaid




Interest on inter corporate deposit




Reimbursement of expenses

NIL 4.15 NIL NIL NIL NIL NIL NIL NIL

(NIL) (2.05) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL)


Rent for office

NIL NIL NIL NIL NIL NIL 0.39 0.39 NIL

(NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (0.34) (0.34

) (NIL)

(NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (0.34) (0.34

) (NIL)



49 | P a g e

Advisory Fees

NIL NIL NIL NIL NIL 4.43 NIL NIL NIL

(NIL) (NIL) (NIL) (9.44) (NIL) (NIL) (NIL) (NIL) (NIL)

(NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL) (NIL)

Remuneration

NIL NIL NIL NIL NIL NIL NIL NIL 0.01



Figures in brackets represent 31st March 2019 and 31st March 2018 numbers respectively



50 | P a g e

Other details:

1. DRR Creation: As per Rule 18 Sub Rule (7) (b) (ii) of The Companies (Share Capital and Debentures) Rules, 2014, for NBFC’s registered with RBI under Section 45-IA of the RBI (Amendment) Act 1997, no Debenture Redemption Reserve is required in case of privately placed debentures.

2. Listing The NCDs to be issued in terms of this Document are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE. The Company shall comply with the requirements of the Listing Agreement to the extent applicable to it on a continuous basis. Application shall be submitted to the BSE to list the Debentures to be privately placed through Disclosure Document and to seek permission to deal in such Debentures. The Company shall comply with the requirements of the Listing Agreement to the extent applicable to it on a continuous basis. The Company shall complete all the formalities relating to listing of the Debentures and forward the listing application to the BSE within 15 days from the deemed date of allotment of each issue and in the event of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1% pa over coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of debentures. With Reference to the Notification bearing No. RBI/2011-12/423 A.P. (DIR Series) Circular No. 89 dated March 1, 2012 issued by Reserve Bank of India, Foreign Exchange Department, Central Office, Mumbai – 400 001 in respect of Foreign Institutional Investor (FII) investment in the ‘to be listed’ debt securities, the Company confirms that the debentures would be listed within 15 days from the deemed date of allotment. In case the debentures issued to the SEBI registered FIIs / sub-accounts of FIIs are not listed within 15 days from the deemed date of allotment, for any reason, then the Company would immediately redeem or buyback the debentures from the FIIs / sub-account of the FIIs.

3. Statement on existing charges on debt contracted and permission to deal with assets charged The Company has charged assets/receivables in favour of Security Trustee, Debenture Trustee on behalf of lenders, investors to secure the outstanding term loans, short term loans, working capital loans and secured, redeemable, non convertible debentures issued on private placement. The Company has obtained consent from lenders to create charge in favour of future lenders for upto a Permissible Borrowing limits of Rs 3,000 crores or such other amount enhanced from time to time as per the term so the security trustee agreement.

4. Issue/ instrument specific regulations: The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act and SEBI (Issue and Listing of Debt Securities) Regulations,



51 | P a g e

2008.

5. Application process: The application process for the Issue is as provided in Section V of this Information Memorandum.

6. Monitoring of Utilization of Funds There is no requirement for appointment of a monitoring agency in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.



52 | P a g e

SECTION V ISSUE DETAILS / SUMMARY TERM SHEET PRIVATE PLACEMENT OF SECURED, SENIOR, LISTED, REDEEMABLE, NON-CONVERTIBLE, DEBENTURES OF THE FACE VALUE OF RS. 10,00,000 EACH, FOR CASH AGGREGATING RS. 50 CRORE TO BE LISTED ON BSE LIMITED

Adani Capital Private Limited proposes to issue Senior, Secured, Rated, Listed, Redeemable, Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, aggregating Rs. 50 crore on private placement basis. This private placement of Debentures are being made pursuant to the resolution passed by the Board of Directors at its Meeting held on June 28, 2020, which has approved the issue of Secured Redeemable Non-convertible Debentures up to Rs. 50 crore in one or more tranches on private placement basis.

The present issue of Rs. 50 crore is within the general borrowing limit of Rs. 3000 crore approved by the Board vide Resolution passed in the Board Meeting held on June 08, 2020.

The common terms of the Issue are given below: -

Security Name [Will be provided by stock exchange] Issuer Adani Capital Private Limited

Type of Instrument Secured, Listed, Redeemable, Non-Convertible Debentures

Nature of Instrument Secured Seniority Senior Mode of Issue Private Placement basis Debenture Series NA

Eligible Investors

1. Companies 2. Scheduled Commercial Banks 3. Co-operative Banks 4. Financial Institutions 5. Insurance Companies 6. Mutual Funds 7. Foreign Institutional Investors (FII) / Foreign

Portfolio Investors (FPI) registered with SEBI 8. Provident, Gratuity, Pension and

Superannuation Funds

Listing on designated Stock Exchange

Proposed to be listed on BSE Limited (BSE) on the Wholesale Debt Market (WDM) segment of Bombay Stock Exchange (BSE).

Timeline for listing

The Company shall complete all the formalities relating to listing of the Debentures and forward the listing application to BSE within 15 days from the deemed date of allotment of each issue.

Additional Interest payable in case of delay in listing of debt securities

In the event of delay in listing of the debt securities beyond 15 days from the deemed date of allotment, the Company will pay penal interest of 2% pa over the coupon rate from the expiry of 30 days from the deemed date of allotment till



53 | P a g e

the listing of such debt securities to the investors.

Rating ‘CRISIL AA-’ by CRISIL Ratings Issue Size Rs. 50 crore (Rupees Fifty crore) Option to retain oversubscription (Amount)

None

Objects of the Issue

The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for various financing/lending activities related to our normal business operations, repaying existing loans, working capital requirement and for general corporate purposes. The Main Objects clause of the Memorandum of Association of the Company permits the Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which the Company has been carrying on till date.

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

Nil

Details of utilization of the proceeds

A. The Funds raised through the Issue will be utilized for the objects of the issue.

B. Interim Use of Proceeds

The management of the Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, the Company would temporarily invest funds in fixed deposits with banks or Mutual Funds (Overnight Fund or Liquid Fund Scheme). Such investment would be in accordance with the investment policies approved by the Board from time to time.

Coupon Rate 9.50% pa

Step Up / Step Down Coupon Rate Coupon increases by 25 bps with every one notch downgrade in credit rating

Coupon Payment Frequency Quarterly and on maturity

Coupon Payment Dates

September 29, 2020 December 29, 2020 March 29, 2021 June 29, 2021 September 29, 2021



54 | P a g e

December 29, 2021 March 29, 2022 June 29, 2022 September 29,2022 December 29, 2022 March 29, 2023 June 29, 2023

Coupon Type Fixed Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor, etc)

None

Day Count Basis

Actual / Actual When the interest calculation period includes February 29, interest shall be on 366 days a year basis (i.e. in the case of leap year)

Interest on Application Money (if any)

At Coupon Rate from the date of realization of the cheque / receipt of funds in case of RTGS till one day prior to date of allotment. The interest will be paid within fifteen days from the Allotment Date

Interest Rate for default in Payment

2% per annum over and above the coupon rate

Tenor 36 months (1095 days) Redemption Date June 29, 2023

Redemption Amount per NCD At par i.e. Rs. 10,00,000/- (Rupees Ten Lakh Only) per Debenture

Redemption Premium / Discount None

Issue Price At par i.e. Rs. 10,00,000/- (Rupees Ten Lakh Only) per Debenture.

Discount at which security is issued and the effective yield as a result of such discount

None

Put Date None Put Price None Call Date None Call Price None Put Notification Time None Call Notification Time None Face Value per NCD Rs. 10,00,000/- (Rupees Ten Lakh Only) Minimum Application and in multiples of Debt securities thereafter

10 Debentures (Rs. 1,00,00,000/-) & in multiples of 1 Debenture (Rs. 10,00,000/-) thereafter

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment

June 29, 2020 June 29, 2020 June 29, 2020 June 29, 2020

Issuance mode of the instrument DEMAT mode only. Trading mode of the instrument DEMAT mode only Settlement mode of the instrument

Name of Bank – IDFC First Bank Ltd Address of Bank – Ground Floor Naman



55 | P a g e

Chambers, C-32, G-Block, Bandra-Kurla Complex, Bandra East,Mumbai 400051 IFSC Code – IDFB0040101 Account No. - 10019720504 Name of beneficiary – Adani Capital – NCD Account

Arranger to the Issue Not applicable

Depository(ies) National Securities Depository Limited & Central Depository Services (India) Limited

Business Day Convention

If coupon payment dates of the debt securities, fall on a Sunday or a holiday, the coupon payment shall be made on the next working day. In such case, the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. If the maturity date of the debt security falls on a Sunday or a holiday, the redemption proceeds shall be paid on the previous working day. It is clarified that the last coupon payment will be made along with the redemption proceeds on the maturity date and accordingly, the business day convention for the purposes of payment of redemption proceeds will be applicable. The interest in such case will be paid for the reduced period i.e. upto previous day of actual redemption / repayment date.

Record Date

15 Calendar Days prior to each Coupon payment date / Put Date / Call Date / Redemption Date. If record date is non-business day, then previous business day will be considered

Security

The Debentures being issued / proposed to be issued under this Disclosure Document and Private Placement Offer Letter shall be secured through a first ranking pari passu charge by Deed of Hypothecation over receivables (including un-encumbered cash and bank balance, investments made by the Borrower in mutual funds and fixed deposits with banks) such that the Asset Cover Ratio will be maintained at or above the Minimum Security Cover of 1.2 times. The Company shall provide further/additional Security so as to ensure that the Asset Cover Ratio is maintained at or above the Minimum Security Cover. So long as the Asset Cover Ratio is being maintained at or above the Minimum Security Cover and no Event of Default has occurred or is continuing, the Company shall be entitled to substitute substitute/release the Security and the Company be free to create any



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further charge (of any priority) over the its Receivables without obtaining any no-objection letter or permissions from the investor or the Security Trustee in accordance with the with the Deed of Hypothecation and the Debenture Trust Deed subject to the conditions mentioned therein. However, the Company shall intimate the Debenture Trustee for creation of such additional charge. The Company to provide a list on a quarterly basis, of hypothecated book debts/FD/MF to the Debenture Trustee over which the charge is created and subsisting by way of hypothecation in favour of the Debenture Trustee (for the benefit of the Debenture Holders) (“Quarterly Hypothecated Asset Report”); Execution of Debenture Trust Deed, the security creation process, including execution of security documents and perfection of charge with Registrar of Companies (ROC) will be completed by Company within 3 months from the deemed date of allotment. In case of delay in execution of Trust Deed and Charge documents beyond 3 months from deemed date of allotment, the Company will pay penal interest of 1% p.a. over the coupon rate till these conditions are complied with at the option of the investor.

Asset Cover Ratio / Security Cover Ratio

The Company shall maintain security cover of at least 1.2 times over receivables of the company for the entire redemption amount throughout the tenure of the NCDs Non maintenance of security cover will attract a penalty interest of 2% pm over the coupon rate for the period of non-compliance.

Name and Address of the valuer who performed valuation of the security offered

Not applicable.

Transaction Documents

1. Memorandum and Articles of Association of the Company

2. Consent Letter of Debenture Trustee 3. Certified copy of the Board Resolution and

Shareholders Resolutions 4. Credit Rating Letter 5. Tripartite Agreement between the Company,

National Securities Depository Limited (“NSDL”) and the Registrar for the Issue of Debentures in dematerialised form.

6. Tripartite Agreement between the Company,



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Central Depository Services (India) Limited (“CDSL”) and the Registrar for the Issue of Debentures in dematerialised form.

7. Debenture Trustee Agreement 8. Debenture Trust Deed – to be executed 9. Deed of Hypothecation - to be executed 10. This Disclosure Document; and 11. any other document that may be designated

as a transaction document by the Debenture Trustee

Conditions Precedent to Disbursement

As is customary for a transaction of this nature, including but not limited to the following: a) All corporate approvals from the Board of

Directors and shareholders of the Issuer, if applicable, shall have been received for the issuance of the NCDs, and the execution, delivery and performance by the Issuer of the Transaction Documents in accordance with the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other rules prescribed

b) Open a separate designated account for deposit of such subscription money and the Company shall not utilize any monies from such designated account till the time the debentures are not allotted

c) submission of constitutional documents to the applicants

d) submission of Disclosure Document to the applicants

e) execution of listing agreement in terms of SEBI Regulations

f) submission of consent letter from debenture trustee to the applicants

g) submission of rating letter and rating rationale / press release (rating agency) to the applicants

h) KYC Requirements i) audited account statements for the most

recent financial year or audited financial half-year

j) Information Memorandum will be filed with the relevant stock exchange and the Registrar of Companies, as applicable

Conditions Subsequent to Disbursement

As is customary for a transaction of this nature, including but not limited to the following: a) allotment of debentures and credit of

debentures units in investor’s demat account allotted within 2 (Two) Business Days of the



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Deemed Date of Allotment; b) making all applicable filings in the Registrar

of Companies and obtaining all necessary approvals including filing Form PAS 5 along with the Information Memorandum/Private Placement Offer Letter and Form PAS 3 along with requisite fee within prescribed timelines;

c) Receive final listing approval from the BSE within 20 calendar days from the Deemed Date of Allotment

d) completion of listing of debentures on the stock exchange

e) to ensure compliance with SEBI/ Companies Act 2013 (as applicable) for issuance of NCDs

Events of Default As mentioned in the Debenture Trust Deed

Representation and Warranties As mentioned in the Debenture Trust Deed

Provisions related to Cross Default Clause

Not Applicable

Roles and Responsibilities of Debenture Trustee

Regulation 15 of SEBI (Debenture Trustees) Regulation 1993, prescribes duties of the Debenture Trustees including following: Call for periodical reports from the issuer. To enforce security in the interest of the debenture holders. To ensure on a continuous basis that the security charged to debentures is always available and adequate to discharge the interest and principal amount payable to debenture holders. To exercise due diligence to ensure compliance by the Issuer with the provisions of the Companies Act, the listing agreement of the stock exchange or the trust deed. To take appropriate measures for protecting the interest of debenture holders as soon as there is a breach of Trust Deed. To ascertain that the debentures have been redeemed or converted in accordance to the provisions of the offer document. To inform SEBI immediately of any breach of trust deed or provision and law. To appoint a Nominee Director on the Board of Issuer in the event of: Two consecutive defaults in payment of interest to the debenture holders or Default in creation of security for debentures As a Debenture Trustee it may have to take steps as he may deem fit To ensure that the assets of the Company



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issuing debentures are always sufficient to discharge the principal amount. To satisfy himself that the prospectus does not contain any matter which is inconsistent with the terms of the Debentures. To ensure that the Company does not commit any breach of covenants of the Trust Deed or Terms of issue of Debentures. To take such reasonable steps to remedy any breach of the covenants of the Trust Deed. To take steps to call a meeting of holders of Debentures as and when such meeting is required to be held. Details are mentioned in the Debenture Trust Deed

Tax

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS Exemption / lower rate of TDS, relevant certificate / document must be lodged by the Debenture Holders at the office of registrar and transfer agent before the Record Date pertaining to the relevant Interest Payment Date. Tax exemption certificate in respect of non- deduction of tax on interest on application money, must be submitted along with the Application Form to the satisfaction of the Issuer. The prospective investor is advised to consult his tax advisor before investing in the Debentures to be issued by the Issuer. However, Investors may note that as per Income Tax Act, 1961, tax is not required to be deducted at source on interest payable on security issued by a company, where such security is in dematerialized form and is listed on a recognized Stock Exchange in India in accordance with the Securities Contracts.

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing Indian Laws. Any dispute arising in respect of or in connection with the Transaction Documents executed in relation to the Debentures will be subject to the exclusive jurisdiction of the courts and tribunals in the city of Mumbai. ARBITRATION: The Parties shall endeavor to settle any dispute

through Arbitration as described in Debenture

Trust Deed. The Arbitration will be in accordance



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with the provisions of the Indian Arbitration and

Conciliation Act, 1996 as may be amended from

time to time. The arbitration proceedings shall be

held in Mumbai. For the purposes of arbitration,

the Courts in Mumbai shall have jurisdiction in

respect of any suit, petition, reference or other

filing permitted or required to be made.

DECLARATION (a) It is hereby declared that this Information Memorandum contains full disclosure

in accordance with SEBI Debt Listing Regulations as amended from time to time and the Companies Act, 2013 and rules made thereunder.

(b) The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact, which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Information Memorandum also does not contain any false or misleading statement.

(c) The Issuer accepts no responsibility for the statements made otherwise than in

this Information Memorandum or in any other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information would be doing so at his own risk.

(d) The Issuer reserves the right to change the issue closing date and in such an event, the Deemed date of allotment may also be revised by the Company at its sole and absolute discretion. In the event of any change in the above issue dates, the investors shall be intimated of the revised schedule by the Company.

Illustration of Bond Cash Flows (for Rs. 50 crore)

ACPL NCD 01 FY 2020-21

Cash Flows Date No of days in Coupon

Period Amount (in Rupees)

Issuance June 29, 2020 500,000,000.00

Coupon 1 September 29, 2020 92 -11,972,602.74

Coupon 2 December 29, 2020 91 -11,842,465.75

Coupon 3 March 29, 2021 90 -11,712,328.77

Coupon 4 June 29, 2021 92 -11,972,602.74


Coupon 6 December 29, 2021 91 -11,842,465.75

Coupon 7 March 29, 2022 90 -11,712,328.77



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Coupon 8 June 29, 2022 92 -11,972,602.74


Coupon 10 December 29, 2022 91 -11,842,465.75

Coupon 11 March 29, 2023 90 -11,712,328.77

Coupon 12 June 29, 2023 92 -11,972,602.74

Repayment June 29, 2023 1095 -500,000,000.00



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SECTION VI: INFORMATION RELATING TO TERMS OF OFFER

The present Issue of Debentures on private placement basis has not been underwritten and no arrangement has been made for the same. Who Can Apply Only the persons who are specifically addressed through a communication by or on behalf of the Issuer directly by way of a serially numbered IM accompanied with the Application Form are eligible to apply for the Debentures. An application made by any other person will be deemed as an invalid application and rejected. In order to subscribe to the Debentures, a person must be either:

Individual; Hindu Undivided Family;

Trust;

Limited Liability Partnerships;

Partnership Firm(s); Portfolio Managers registered with SEBI;

Association of Persons; Companies and Bodies Corporate including Public Sector Undertakings;

Commercial Banks;

Regional Rural Banks;

Financial Institutions; Insurance Companies;

Mutual Funds; Foreign Institutional Investors;

Other foreign entities allowed by SEBI and RBI;

Any other investor eligible to invest in these Debentures;

THE DEBENTURES CAN BE APPLIED FOR ONLY IN DEMATERIALISED FORMAT Applications under Power of Attorney/ Relevant Authority In case of an application made under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum of association and articles and/or bye-laws 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 authorised signatories must also be lodged along with the submission of the completed application. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer at its registered office. DISCLAIMER:



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PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS IM HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE ISSUER MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE ISSUER IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE ISSUER REQUIRED TO CHECK OR CONFIRM THE SAME. NON RESIDENTS CANNOT APPLY FOR OR HOLD THESE DEBENTURES.

PLEASE NOTE THAT, BY SIGNING THE APPLICATION FORM, THE INVESTOR ACKNOWLEDGES THAT THE INVESTOR IS DULY AUTHORISED, WHETHER UNDER APPLICABLE LAW, OR UNDER THE INVESTOR’S CONSTITUTION DOCUMENTS OR OTHERWISE TO SUBSCRIBE TO THE ISSUE AND THE PERSON SIGNING THE APPLICATION FORM IS A DULY AUTHORISED SIGNATORY IN THIS REGARD.

Rejection of Applications The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. The Application Forms that are not complete in all respects are liable to be rejected. Application may be rejected on one or more technical grounds, including but not restricted to:

Applications not duly signed by the sole/joint applicants.

Amount paid doesn’t tally with the amount payable for the Debentures applied for.

Application by persons not competent to contract under the Indian Contract Act, 1872 including minors (without the name of guardian) and insane persons.

PAN not mentioned in the Application Form.

GIR number furnished instead of PAN.

Applications for amounts greater than the maximum permissible amounts



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prescribed by applicable regulations.

Applications by persons/entities who have been debarred from accessing the capital markets by SEBI.

Applications by any persons outside India.

Any application for an amount below the minimum application size i.e. INR 1,00,00,000/-. Minimum of 10 Debentures and in multiples of 1 Debenture thereafter.

Applicant’s details not provided in Application Form.

Application under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not submitted.

Applications accompanied by stock invest/money order/postal order.

In case the Issue Amount is paid in cash.

Demat details not provided or is incorrect or inadequate.

Application Forms not accompanied by Acknowledgement Slip in prescribed format for receipt of Application Money.

For further instructions regarding application for the Debentures, Investors are requested to read the instructions provided in the Application Form.

Fictitious Applications: Fictitious applications will be rejected. Attention of applicants is specially drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013: “Any person who:

a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or

b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447 of the Companies Act, 2013.” How to Apply The applicant must have at least one beneficiary account with any of the DPs of NSDL/ CDSL prior to making the application.



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Application forms must be accompanied by either RTGS, demand draft or cheque, drawn or made payable in favour of “ADANI CAPITAL PRIVATE LIMITED” and crossed “Account Payee only”. Cheque(s)/ demand draft(s) should be drawn on any bank including a co-operative bank, which is situated at and is a member or sub-member of the Banker’s Clearing House located at Mumbai. Outstation / post-dated cheque(s), money order (s), postal order (s), cash and stock invests will not be accepted. The Issuer assumes no responsibility for any application(s) / cheque(s) / Demand draft(s) lost in mail. For detailed instructions, please see the enclosed Application Form Details of Designated Account of the Issuer Beneficiary Name : Adani Capital – NCD Account Beneficiary Bank Name : IDFC First Bank Limited Bank Address: Naman Chambers, C-32, G-Block,

Bandra-Kurla Complex, Mumbai 400051

IFSC Code No. of Beneficiary : IDFB0040101 Account type : Current Beneficiary Account No. : 10019720504

Submission of Documents Investors should submit the following documents, wherever applicable: • Memorandum and articles of association/ Documents governing

constitution of the applicant; • Government notification/ Certificate of incorporation; • SEBI Registration Certificate, if applicable; • Resolution authorizing investment along with operating instructions; • Power of Attorney (original & certified true copy); • Form 15AA granting exemption from TDS on interest; • Form 15H for claiming exemption from TDS on interest on application

money, if any; • Order under Section 197 of IT Act; • Order under Section 10 of IT Act; • Copy of PAN Card; • Specimen signatures of authorised persons Applications under Power of Attorney/ Other Authority Original power of attorney or the relevant authority together with its certified true copy, as the case may be, along with the names and specimen signatures of all the authorised signatories and the tax exemption certificate / document, if any, must be lodged at the time of submission of the completed application form. Further modifications / additions in the power of attorney or authority should be notified to the Issuer at its registered office.

Basis of Allotment



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The Issuer reserves the right to reject in full or partly any or all the applications received by it from the Investors, without assigning any reason for such rejections.

Date and Time of Receipt of Funds:

Pay-In-Date: June 29, 2020

The Time of Receipt of Funds shall be the time of receipt of Application Money in the Designated Account on the Pay-In-Date for the purpose of subscribing in the Issue.

Notwithstanding the above, the Issuer reserves the right to determine the Basis of Allotment at its sole discretion. For further clarity, please refer to the section titled “How to Apply”.

Debentures Allotment/Refunds

Allotment of Debentures shall be made on dematerialised basis as provided in the Application Form. Pending Allotment, all monies received for subscription of the Debentures shall be kept by the Issuer in the Designated Account with a scheduled bank and shall be utilized only for the purposes permitted under the Companies Act, 2013. In case no demat details are provided in the Application Form or such details is incomplete or insufficient, the Issuer reserves the right to hold the Application Money till such details are provided accurately.

The Issuer shall on the Deemed Date of Allotment (where the Application has been accepted), issue a duly stamped physical Debenture Certificate/ letter of allotment and promptly, thereafter and in no event later than 2 (two) days from the Deemed Date of Allotment credit the allotted securities to the respective beneficiary account.

If the Debentures are not allotted within 60 days from the date of receipt of the payments from the Applicants, the Issuer shall repay such monies to the Applicants within 15 days from the date of completion of the aforesaid 60 days. If the Issuer fails to repay the payments within the aforesaid period, it shall be liable to repay that money with interest at the rate of 12% per annum from the expiry of the sixtieth day.

Issue of Debentures in Demat Form

The Issuer shall issue the Debentures in dematerialized form and has made necessary arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the same and shall apply for the ISIN code for the Debentures. Investors shall hold the Debentures in demat form and deal with the same as per the provisions of Depositories Act, 1996 and the rules as notified by NSDL/CDSL, from time to time. Investors should, therefore mention their DP's name, DP-ID Number and Beneficiary Account Number at appropriate place in the Application Form. The Issuer shall credit the Debentures allotted to the respective beneficiary accounts of the Applicants within 2 (two) days from the Date of Allotment.



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The Debentures shall be allotted by way of a letter of allotment on the Deemed Date of Allotment and promptly, thereafter and in no event later than 2 (two) days from the Deemed Date of Allotment, the allotted securities shall be credited to the respective beneficiary account. Refunds For applicants whose applications have been rejected or allotted in part, refund orders/ letter(s) of regret, as the case may be, will be dispatched within 2 (two) days from the Deemed Date of Allotment by Registered Post/ Speed Post or as per extant postal rules at the sole risk of the Applicant. In case the Issuer has received moneys from Applicants for Debentures in excess of the aggregate of all the Application Money relating to the Debentures in respect of which allotments have been made, the Issuer shall repay the moneys to the extent of such excess forthwith. Refunds shall be made by way of NEFT or RTGS or other mean applicable.

Payment of interest Payment of interest on the Debenture(s) will be made on the due date(s) to those of the Debenture holders whose name(s) appear in the register of debenture holder(s) (or to the first holder in case of joint holders) as on the relevant Record Date fixed by the Company for this purpose and /or as per the list provided by NSDL/CDSL to the Company of the beneficiaries who hold Debentures in demat form on such Record Date, and are eligible to receive interest. Payment will be made by the Company after verifying the bank details of the Investors by way of direct credit through Electronic Clearing Service (ECS), Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available the Company shall make payment of all such amounts by way of cheque(s)/demand draft(s)/interest warrant(s), which will be dispatched to the debenture holder(s) by registered post/ speed post/ courier or hand delivery on or before the Interest Payment Dates as specified in the relevant Pricing Supplement. In the event of any default in the payment of interest and/or in the redemption of the Debentures on the respective due dates and all other monies payable pursuant to the Transaction Documents read with this Disclosure Document, the Company shall pay to the holder/s of the Debentures, Default Interest Rate for the default in payment of coupon, and/or principal amount till the dues are cleared.

Record Date The record date for payment of the secured obligations will be 15 days prior to each due date, as the case may be (Both days exclusive). Payment of Redemption



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The Debentures shall be redeemed by the Issuer as per the Issue Details (set forth above). Procedure for Redemption Since the Debentures are held in dematerialized form, no action is required on the part of the Debenture Holder(s) at the time of redemption of the Debenture. The name(s) would be as per the Depositories' records on the Record Date fixed for the purpose of redemption. All such Debenture will be simultaneously redeemed through appropriate debit corporate action. The Issuer shall compute the Redemption Amounts to be paid to each of the Debenture Holders. The redemption proceeds shall be directly credited through RTGS or NEFT or by cheque/demand draft as per Applicable Laws and through the Designated Account-Debenture Payments. Once the redemption proceeds have been credited to the account of the Debenture Holder(s), the Issuer's liability to redeem the Debentures on the date of redemption shall stand extinguished and the Issuer will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the Debenture(s). Rights of Debenture holders The Debenture Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The Debentures shall not confer upon the holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Issuer. The principal amount and interest, if any, on the Debentures will be paid to the sole holder only, and in the case of joint holders, to the one whose name stands first in the Register of Debenture Holders. The Debentures shall be subject to other usual terms and conditions incorporated in the Debenture Trust Deed.

Modification of Rights Any change or modification to the terms of the Debentures or this IM or the Transaction Documents shall require approval of such of Debenture Holders holding in aggregate at least 51% (fifty one percent) of the principal amount of the Debentures issued and outstanding under the Transaction Documents. Upon obtaining such approval, the Debenture Trustee and the Issuer shall give effect to the same by executing necessary deed(s) supplemental to these presents (as necessary). Mode of Transfer of Debentures The Debentures and the rights and obligations thereunder shall be freely transferable by the Debenture Holders without prior written consent of the Issuer to any third person in accordance with the procedure for transfer of dematerialized securities under the Depositories Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by the Depositories / depository participant from time to time and other Applicable Laws and rules notified in respect thereof, as amended from time to



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time. The Debenture Holders shall have the right to novate or assign the rights and/or benefits under the Transaction Documents without the prior written consent of the Issuer. All costs/fees/expenses in relation to such transfer shall be borne by the Debenture Holders. In the event of the dissolution, bankruptcy, insolvency, winding up or analogous event of any of the Debenture Holders, the Debentures held by such Debenture Holder shall be transmittable to the legal representative(s), successor(s) or the liquidator, as the case may be, in accordance with the Applicable Laws. The provisions relating to transfer and other related matters in respect of debentures of the Issuer contained in the Articles of the Issuer and the Companies Act shall apply, mutatis mutandis (to the extent applicable to Debentures) to the Debentures as well. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, redemption premium will be paid/ redemption will be made to the person, whose name appears in the Register of Debenture Holders/ records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Issuer. Transfer cannot be made to the persons who are prohibited from holding debentures by applicable law.

Notices All notices to the Debenture Holder(s) required to be given by the Issuer shall be given by facsimile, by email or by personal delivery or by sending the same by prepaid registered mail and shall be effective (a) if sent by fax, when sent (on receipt of a confirmation to the correct fax number) or if sent by email, when sent ; (b) if sent by hand delivery, when delivered; (c) if sent by courier, 3 (three) Business Days after deposit with a courier and (d) if sent by a registered letter, when the registered letter would, in the ordinary course of post be delivered, whether actually delivered or not. A copy of all notices issued by the Issuer and addressed to the Debenture Trustee, shall simultaneously be sent to each of the Debenture Holders by the Issuer.

Depository arrangement The Issuer has entered into depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for issue and holding of the Debenture(s) in dematerialized/ electronic form. As per the provisions of Depositories Act, 1996, the Debentures issued by the Issuer can be held in a dematerialized/ electronic form, i.e., not in the form of physical certificate but be fungible and be represented by the statement issued through electronic mode. In this context:

(a) Agreements have been signed by the Issuer with NSDL & CDSL for offering

a depository option to the Investors.



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(b) The Applicant(s) must have at least one beneficiary account with any of the

DP of NSDL or CDSL prior to making the application. (c) The Applicant(s) must necessarily fill in the details (including the

beneficiary account number and Depository Participant's ID) appearing in the Application Form.

(d) Debenture(s) allotted to the Applicant(s) will be credited directly to the

Applicant's Beneficiary Account with his/their DP within 2 days from the Deemed Date of Allotment.

(e) Names in the Application Form should be identical to those appearing in

the Beneficiary Account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

(f) If incomplete/ incorrect details are given under the heading 'Applicant’s

depository details' in the Application Form, it is liable to be rejected. (g) The address, nomination details, bank account details and other details of

the applicant as registered with his DP shall be used for all correspondence with the Applicant(s). The Applicant(s) are therefore responsible for the correctness of his demographic details given in Application Form vis-à-vis those with his/their DP. In case information is incorrect or insufficient, the Issuer would not be liable for losses, if any.

(h) Redemption Amount with respect to the Debentures held in dematerialized/

electronic form would be paid to those Debenture Holders whose names appear on the list of beneficial owners provided by NSDL or CDSL to the Issuer as on Record Date. In case of those Debenture(s) for which the beneficial owner is not identified by the Depository as on the Record Date, the Issuer would keep in abeyance the payment of redemption premium/ redemption Amount, till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer, whereupon the interest or benefits will be paid to the beneficiaries, as identified.

Right of the Company to purchase & re-issue Debentures The Company will have the power exercisable at its absolute discretion from time to time to purchase some or all of the Debentures held by the Debenture Holder at any time prior to the specified date(s) of redemption. Such buyback of Debentures may be at par or at premium/discount to the par value at the sole discretion of the Company. In the event of the Debentures being so purchased and/or redeemed before maturity in any circumstances whatsoever, the Company shall have the right to re-issue the Debentures if permissible under and subject to the provisions of the Companies Act, 2013, Rules and Regulations thereunder and other Applicable Law as may be amended from time to time. Further Borrowings



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So long as the Asset Cover Ratio is maintained at or above the Minimum Security Cover and no Event of Default has occurred and is continuing, the Company shall be entitled to create further non-exclusive, first / second pari-passu or subservient mortgage and/or charge or other encumbrance on the Immovable Property or Movable Property in favour of other lenders/ debenture holders/ other instrument holders/ trustees/ any other Person, as and by way of security for any further Financial Indebtedness (including in the form of debentures) incurred by the Company or any of its affiliates (including borrowings raised by issue of any other debentures), and the Company shall not be required to obtain any consent/approval from the Debenture Holders or the Debenture Trustee for the purposes of creating such mortgage and/or charge and /or hypothecation over receivables subject to the conditions/ deletions under the Debenture Trust Deed and Deed of Hypothecation. In the event the Company exercises at any times or times the right hereby given to create a further charge or encumbrance, the Company shall be entitled to call upon the Debenture Trustee to join with the Company in executing such documents / writings as may be required or deemed necessary by the Company. Further, notwithstanding anything to the contrary contained in the Debenture Trust Deed or any of the Transaction Documents, so long as the required Asset Cover Ratio is maintained at or above the minimum Security Cover, the Company shall have all the rights to deal with the Security in the normal course of business including, inter alia, the right to securitize the Movable Properties (as defined in the Deed of Hypothecation), including by way of direct assignment or pass through certificate subject to the condition that the Company shall furnish certificate from independent chartered accountant/statutory auditor certifying the maintenance of Asset Cover Ratio before making any further dealing, charge or encumbrance towards further issue of debentures or any other instruments to the public and/or private, and/or any other person(s) and to raise further loans, advances or such other facilities from Banks, Financial Institutions and /or any other person(s) on the security or assets subject to the conditions/ deletions under the Debenture Trust Deed and Deed of Hypothecation .

PLEASE NOTE THAT THE ISSUE OF DEBENTURES SHALL BE IN DEMAT FORM ONLY

Effect of Holidays

(a) If the Final Redemption Date and/ or any other date on which the Debentures are to be redeemed falls on a day which is not a Business Day, all payments to be made on such date shall be made on the immediately preceding Business Day.

(b) If the due date in respect of any other monies payable in respect of the

Debentures (save and except as provided in sub-paragraph (a) above) falls on a day which is not a Business Day, the immediately succeeding Business Day shall be the due date for such payment.

Day Count Convention



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Redemption Premium and all other charges, including default interest and additional interest, if any, shall accrue based on an actual/actual day count convention.

Record Date Record Dates for each interest payment/principal repayment or any other event is 15 calendar days prior to the interest payment dates / principal repayment dates as mentioned in the respective Pricing Supplements, if any. If record date is non-business day, then previous business day will be considered. Obligations of Investors Notwithstanding anything contained hereinabove, every potential investor/investor of the Debentures must read, understand and accept, and shall be deemed to have read, understood and accepted, the terms and conditions of this IM prior to investing in the Debentures. As a Debenture Holder, every initial investor undertakes by virtue of this IM, that if the initial investor as the Debenture Holder sells the Debentures to subsequent investors, the initial investor as the Debenture Holder shall ensure that such subsequent investors receive from the Debenture Holder, a copy of this IM, and shall sell the Debentures to a subsequent investor only if such subsequent investor has read, understood and accepted all the terms and conditions referred to above and is an investor who falls within the specified categories (''Who can apply"). Any such subsequent investor shall be deemed to have read, understood and accepted the terms and conditions in the documents referred to above prior to investing in the Debentures. Any person selling these Debentures would be responsible for ensuring full and prior disclosure of the terms and conditions of the Debentures to the person(s) to whom they are selling these Debentures and shall sell the Debentures only if the subsequent investor has read, understood and accepted all the terms and conditions. The Issuer would presume full knowledge of the contents of this IM and a full understanding of the Debentures, their nature and the applicable terms and conditions on the part of any person holding/buying these Debentures, and no claim to the contrary shall be entertained.

Debenture Redemption Reserve (DRR) Adequate Debenture Redemption Reserve shall be created by the Issuer if required as per the applicable statutory provisions.

Tax deduction at source Tax as applicable under the Income-tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income-tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the Company in writing, at least 30 (thirty) calendar working days before the interest payment dates.



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Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Where any deduction of income tax is made at source, the Company shall send to the Debenture Holder(s) a certificate of tax deduction at source. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s). Tax deducted at source will paid to income tax authorities on accrual or payment whichever is earlier basis. Force Majeure The Company reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Company reserves the right to change the Issue Schedule. List of Debenture Holders The Issuer shall request the Depository to provide a list of beneficial owners as on the Record Date. This shall be the list, which shall be considered for payment of interest, if any or repayment of principal amount, as the case may be. Succession In the event of winding-up of a Debenture Holder, the Issuer will recognize the executor or administrator of the concerned Debenture Holder, or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity.



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SECTION VII: UNDERTAKING BY THE ISSUER

The Issuer undertakes that:

(a) It shall attend to the complaints received in respect of the Issue expeditiously and satisfactorily;

(b) The funds required for making refunds, if any, shall be made available on time; and

(c) That necessary co-operation shall be extended to credit rating agency in providing true and adequate information till the debt obligations in respect of the instruments are outstanding.



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SECTION VIII: UNDERTAKING TO USE A COMMON FORM OF TRANSFER

(a) After the Final Stop Date, the Debentures shall be freely transferable in accordance with the procedure for transfer of securities under the Companies Act, 2013 and the rules made thereunder, the Depositories Act, 1996 and the rules made thereunder, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, the bye-laws, rules and regulations of the relevant Depositories and depository participants and other applicable laws. The Debenture Holders shall not transfer the Debentures held by them until (and including) the Final Stop Date.

(b) The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ DP of the transferor/ transferee and any other applicable laws and rules notified in respect thereof.

(c) The Issuer will issue Debentures in dematerialized form only and there will not be any Debentures in physical mode (except as mentioned herein under prior to credit of the NCDs to the investor demat account). Also, 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 DP account to his depository participant.

(d) The Debentures shall be issued only in dematerialized form in compliance with

the provisions of the Depositories Act, any other applicable regulations. No physical certificates of the Debentures would be issued (except as mentioned herein under prior to credit of the NCDs to the investor demat account). The transfer of Debentures in dematerialized form shall be in accordance with the procedure of transfer prescribed by the relevant depository and applicable law.

(e) However, the Issuer would use a common transfer form for physical holdings, if

at a later stage there is any holding in physical form due to the depository giving the rematerialisation option to any investor.

(f) Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled by the transferee(s) with the transferor(s) and not with the Company.



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SECTION IX: REGULATIONS AND POLICIES The regulations set out below are not exhaustive and are only intended to provide general information to investors and is neither designed nor intended to be a substitute for professional legal advice in relation to the Debentures. Laws applicable to the Issuer in general have not been included below. The statements below are based on the current provisions of Indian law and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Regulations relating to the Debentures Issuance

The provisions of Section 71 of the Companies Act, 2013 and Money Market Instruments: Call/Notice Money Market, Commercial Paper, Certificates of Deposit and Non-Convertible Debentures (Original Maturity Up To One Year)’ Issued vide circular dated July 7, 2016 amended from time to time govern the issuance of the Debentures. The Issuer shall issue secured debentures in accordance with the provisions of Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014.

Redemption

The Issuer shall pay Interest and redeem the Debentures in accordance with the terms of the Issue set out in this Information Memorandum and the provisions of Section 71 of the Companies Act.

Debenture Redemption Reserve

As per Rule 18 Sub Rule (7) (b) (ii) of The Companies (Share Capital and Debentures) Rules, 2014, for NBFC’s registered with RBI under Section 45-IA of the RBI (Amendment) Act 1997, no Debenture Redemption Reserve is required in case of privately placed debentures.

Debenture Trust Deed

The Issuer shall execute a debenture trust deed within 3 months from the deemed date of allotment (i.e., June 29, 2020). In case of inconsistency between this IM/ Information Memorandum and the Debenture Trust Deed, the Debenture Trust Deed shall prevail.



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SECTION X: INSPECTION OF DOCUMENTS

1. Memorandum and Articles of Association of the Issuer.

2. Certificate of Incorporation dated September 12, 2016.

3. NBFC registration certificate issued by RBI

4. Certified true copy of the shareholders’ resolution passed appointing S. R. Batliboi & Co. LLP as statutory auditors of the Company

5. Certified true copy of Resolution passed by the Board of Directors on June 28, 2020 according approval for (a) issue of Debentures on private placement basis; and (b) finalization and adoption of this IM.

6. Certified true copy of the shareholders’ resolution passed in the meeting held on June 29, 2020, approving the private placement of Debentures and authorising the Board of Directors to offer, issue and allot secured, listed, rated Redeemable Non-Convertible Debentures (NCDs), in one or more series/tranches, aggregating up to INR 50 Crore, on private placement basis, on such terms and conditions as the Board of Directors of the Company may, from time to time, determine in the best interests of the Company.

7. Annual Reports of the Issuer for last three Financial Years.

8. Copy of letters dated June 01, 2020 received from CRISIL granting credit rating to the Debentures issuance.

9. Copies of the tripartite agreements executed with NSDL and CDSL.

10. Listing Agreement

11. Consent letter issued by Axis Trustee Service Limited dated June 26, 2020, to act as the Debenture Trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Offer Document.

12. Consent from Linkintime India Pvt Ltd to act as the Registrar to the Issue and inclusion of its name in the form and context in which it appears in this Offer Document.

13. Statement containing particulars of all material contracts and agreements

The above material documents and contracts will be available for inspection between 10.00 a.m. and 5.00 p.m. on all Working Days, till the Issue Closing Date, at the office of the Issuer mentioned below: Confidentiality The information and data contained herein is submitted to each recipient of this IM on a strictly private and confidential basis. By accepting a copy of this IM, each recipient agrees that neither it nor any of its employees or advisors will use the information



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ANNEXURES

The Annexures forming part of this Disclosure Document are as under:-

Copy of the credit rating letter dated June 01, 2020 from CRISIL Limited assigning the credit rating to the Secured Redeemable Non Convertible Issue of the Company.

Annexure – 1

Copy of consent letter from the Debenture Trustee Annexure – 2

Copy of audited financial statement for the financial year ended March 31, 2020

Annexure – 3


Annexure – 3


Annexure – 3

Copy of Board resolution Annexure – 4

Copy of Shareholders resolution Annexure – 5

Application Form Annexure – 6

Documents To Be Submitted To The Debenture Trustee Annexure – 7

Cashflows of Debentures Annexure – 8



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ANNEXURE 6

APPLICATION FORM

Private Placement of Debentures Application Form

Application No : 1 Addressee : [•] Date : ____, 2020

To, The Board of Directors ADANI CAPITAL PRIVATE LIMITED (CIN No: U65990GJ2016PTC093692) Regd. Office: Adani House, 56 Shrimali Society Navrangpura Ahmedabad - 380009

Dear Sirs, Having read and understood the contents of the Private Placement Offer Letter (as defined overleaf), I/we apply for allotment to me/us of the Debentures. The amount payable on application as shown below is remitted herewith. In case of allotment, please place my/our name(s) on the Register of Debenture Holders. I/We bind ourselves by the terms and conditions as contained in the Private Placement Offer Letter. We note that the Board of Directors is entitled in its absolute discretion to accept or reject this application whole or in part without assigning any reasons whatsoever. We confirm that we are not debarred from accessing the capital market or have been restrained by any regulatory authority from directly or indirectly acquiring the said securities. We confirm that the payment made for subscription to securities is made from the bank account of the investor subscribing to the securities.

(PLEASE READ THE INSTRUCTIONS ON THE REVERSE CAREFULLY BEFORE FILLING UP THIS APPLICATION FORM)

APPLICANT’S DETAILS (IN BLOCK LETTERS):



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First/Sole Applicant: _____________________________________________________________________________________________________________ Second Applicant: _______________________________________________________________________________________________________________ Third Applicant: ________________________________________________________________________________________________________________ Address: _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________ Pin Code: _____________ Tel / Mobile No: _________________________ Email: ___________________________________________________________ PAN No: ___________________________ Applicant Category Code (please refer overleaf): ________ (Furnishing of Applicant’s Details is mandatory, failing which the Application is liable to be rejected)

Investment Details: Face Value (Rs. / Debenture) Rs. 10,00,000 (Rupees Ten Lakh Only) Issue Price (Rs. / Debenture) Rs. 10,00,000 (Rupees Ten Lakh Only) Minimum Application of and in multiples of Debentures thereafter

10 Debentures and in multiples of 1 Debenture thereafter

No of Debentures Applied Amount Payable (Rs.)

Grand Total

Total No of Debentures Applied

Total Amount Payable (Rs.) Payment Details (1): Amount Paid (Rs.) – in words Amount Paid (Rs.) – in figures Mode of Payment (select whichever is applicable)

□ RTGS □ FUND TRANSFER

Date of RTGS/ NEFT/ ECS/ FUND TRANSFER

Name of the Bank through which the Electronic Fund Transfer is made

UTR No.

Note: (1) The Application Form must be accompanied with the UTR confirmation. The details of the bank account to which payment needs to be made are provided overleaf. Applicant’s depository details (2):

DP Name Depository □ NSDL □ CDSL

DP ID / Client ID



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Note: (2) Please note that allotment of Debentures shall be compulsorily made in dematerialized form. Signature Name of the Authorised Signatories Designation Signature 1 2 3

Date: _______________________, 2020

---------------------------------------------------------------------------------------------- Tear Here ---------------------------------------------------------------------------------------- Application No: ______________________ ADANI CAPITAL PRIVATE LIMITED (CIN No: U65990GJ2016PTC093692) Regd. Office: Adani House, 56 Shrimali Society Navrangpura Ahmedabad - 380009



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ACKNOWLEDGEMENT SLIP Received from: ____________________________________________________________________________________ Date: ______________, 2020

Issue Price (Rs. / Debenture)

Rs. 10,00,000

Mode of Payment

□ RTGS □ FUND TRANSFER

Date stamp & signature of the

Registrar Date of

Remittance

No of Debentures applied for

Name of the Bank

Amount Paid (Rs.)

UTR No.



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INSTRUCTIONS

1. The application would be accepted as per the terms of the issue of listed non – convertible Debentures (“Debentures”) on private placement basis offered by way of the private placement offer letter dated June 29, 2020 (“Private Placement Offer Letter”). Applicants are requested to refer to the application procedure set forth in the Private Placement Offer Letter.

2. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name.

3. The sole/first applicant should mention his/her/its PAN Number allotted under Income Tax Act, 1961. Income Tax as applicable will be deducted at Source at the time of payment of Interest on Application / Refund Money.

4. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/Notary Public under his/her official seal.

5. The various categories of applicants eligible to apply along with their category codes are as given below:

Individual

Hindu Undivided Family Trust

Limited Liability Partnerships Partnership Firm(s)

Portfolio Managers registered with SEBI Association of Persons

Companies and Bodies Corporate including Public Sector Undertakings Commercial Banks

Regional Rural Banks

Financial Institutions Insurance Companies

Mutual Funds Foreign Institutional Investors

Other foreign entities allowed by SEBI and RBI Any other investor eligible to invest in these Debentures

Applicants are hereby required to ascertain their eligibility to apply for the Issue.

6. Applicants shall be bound by the terms and conditions as contained in the Private Placement Offer Letter, including the basis of allotment as specified therein.

7. Applicants are requested to read the Private Placement Offer Letter carefully prior to making an investment decision in the Debentures.

8. Allotment of Debentures shall be compulsorily made in dematerialized form.



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9. The payment of interest / dividend / redemption shall be made to the bank account linked with the demat account of the applicant, wherein the allotment of the Debentures is made / held.

10. Application forms duly completed in all respects must be sent via email and in original to Registrar to the Issuer as specified below.

11. Application Money can be remitted only through electronic transfer of funds during the Issue Period, i.e. during banking hours commencing from 0800 hours and ending on 1615 hours:

12. Cash, money orders, postal orders and stock invest WILL NOT be accepted.

13. The Application Form must be accompanied with the UTR confirmation.

14. Payment needs to be made to the following account:

Bank Name IDFC First Bank Ltd

Branch Naman Branch

Account Name Adani Capital – NCD Account

Account Number 10019720504

IFSC Code IDFB0040101

Address Naman Chambers, C-32, G-Block, Bandra-Kurla Complex, Mumbai 400051

15. Receipt of applications will be acknowledged by Registrar to the Issuer in the

“Acknowledgement Slip”, appearing below the Application Form. No separate receipt will be issued.

16. APPLICATIONS NOT ACCOMPANIED BY THE REQUIRED DOCUMENTS ARE LIABLE TO BE REJECTED.

Address for submission of Application Forms along with the Relevant Documents



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ANNEXURE 7

DOCUMENTS TO BE SUBMITTED TO THE DEBENTURE TRUSTEE

1. The following documents have been/ shall be submitted to the Debenture Trustee:

(a) Memorandum and Articles of Association of the Issuer and the necessary

resolution(s) for the allotment of the Debentures; (b) Copy of last 3 (Three) years audited Annual Reports; (c) Statement containing particulars of, dates of, and parties to all material

contracts and agreements; (d) Copy of the Board/ Committee Resolution authorising the issue of

Debentures and list of authorised signatories; (e) Undertaking from the Issuer stating that the necessary documents

including the Debenture Trust Deed, would be executed 1 (one) day prior to the Issue Opening Date;

(f) Any other particulars or documents that Debenture Trustee may call for as it deems fit.

(g) Latest Audited / 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

(h) An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (g) above to the Debenture Trustee within the timelines as mentioned in the simplified listing agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 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 Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with Debenture Holders within two working days of their specific request.



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ANNEXURE 8

CASH FLOWS OF DEBENTURES

Company Adani Capital Private Limited Tenure 36 Months Face Value (per security) Rs.10,00,000/- (Rupees Ten Lacs only) Date of Allotment Monday, June 29, 2020 Redemption Thursday, June 29, 2023 Coupon Rate 9.50% p.a. Frequency of the interest payment with specified date

Quarterly

Day count Convention Actual/Actual

Illustrative Cash flow of per bond / NCD

Cash Flows Date No of days in Coupon

Period Amount (in Rupees)

Issuance June 29, 2020 500,000,000.00


Coupon 2 December 29, 2020 91 -11,842,465.75

Coupon 3 March 29, 2021 90 -11,712,328.77

Coupon 4 June 29, 2021 92 -11,972,602.74


Coupon 6 December 29, 2021 91 -11,842,465.75

Coupon 7 March 29, 2022 90 -11,712,328.77

Coupon 8 June 29, 2022 92 -11,972,602.74


Coupon 10 December 29, 2022 91 -11,842,465.75

Coupon 11 March 29, 2023 90 -11,712,328.77

Coupon 12 June 29, 2023 92 -11,972,602.74

Repayment June 29, 2023 1095 -500,000,000.00

DISCLOSURE OF CASH FLOWS: *The Cash Flow displayed above is calculated per debenture (face value of Rs. 10,00,000). *If the interest payment date falls on a holiday, the payment may be made on the following working day, however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one



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particular coupon payment has been postponed earlier because of it having fallen on a holiday. No additional interest will be paid for such days which fall on holiday. * 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’. * The cash flows are for illustrative purposes.

Annexure 1

ATSL/CO/20-21/0044 Date: 26th June, 2020 To, Adani Capital Private Limited, Adani House, 56, Shrimali Society, Navrangpura, Ahmedabad – 380009, Gujarat Dear Sir/Madam, Sub.: Adani Capital Private Limited – Consent Letter to act as debenture trustee for proposed Listed Rated

Secured Redeemable Non-Convertible Debentures upto INR 50 Crores. We, Axis Trustee Services Limited, hereby give our consent to act as the Debenture Trustee for the above mentioned issue of Debentures having a tenure of more than one year and are agreeable to the inclusion of our name as Debenture Trustee in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum and/or application to be made to the Stock Exchange for the listing of the said Debentures. Axis Trustee Services Limited (ATSL) consenting to act as Debenture Trustees is purely its business decision and not an indication on the Issuer Company's standing or on the Debenture Issue. By consenting to act as Debenture Trustees, ATSL does not make nor deems to have made any representation on the Issuer Company, its Operations, the details and projections about the Issuer Company or the Debentures under Offer made in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document. Applicants / Investors are advised to read carefully the Shelf Prospectus/ Private Placement offer letter/Information Memorandum / Offer Document and make their own enquiry, carry out due diligence and analysis about the Issuer Company, its performance and profitability and details in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document before taking their investment deci sion. ATSL shall not be responsible for the investment decision and its consequence. We also confirm that we are not disqualified to be appointed as Debentures Trustee within the meaning of Rule 18(2)(c) of the Companies (Share Capital and Debentures) Rules, 2014. Yours Truly, For Axis Trustee Services Limited Rahul Vaishya Assistant General Manager

Registered Office: Axis House, Bombay Dy eing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Corporate Office: The Ruby , 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai-400 028 Tel No.: 022-62300451 Fax No.: 022-6230 0700 Website- www.axistrustee.com

Corporate Identify Number: U74999MH2008PLC182264 | MSME Registered UAN: MH19E0033585

Annexure 2

Annexure 4

Annexure 5

Annexure 3

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