Issue Closing Date Issue Programme Issue Opening Date

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2 Private & Confidential - For Private Circulation Only {This Information Memorandum is neither a Prospectus nor a Statement ln Lieu of Prospectus) Registrar: Link lntime India Private Limited C st Floor. 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai Phone No: Fax No: id: mumbai@linkintime.co.in Issue Programme Issue Opening Date Debenture Trustee: IDBI Trusteeship Services Limited Asian Building Ground Floor, 17 R. Kamani Marg, Ballard Estate,Mumbai Phone No: Fax No: swaonalf@idbitrustee.com Contact Person: Mrs. Swapnali Hirlekar Issue Closing Date

3 Private E- Confidential - For Private Ci,culation Only (This Information Memorandum is n<!lther a Prospectus nor a Statems:nt in Lieu of Prospectus) DEFINITIONS AND ABBREVIATIONS Term APSEZ/lssuer/Company Application Form Articles Board/Board of Directors BSE Business Day CDSL Committee' Companies Act Debenture Holder(s) Debenture Trustee Debenture Trustee Agreement Debentures Debenture Documents Deemed Date of Allotment Depositories ECGC Eligible Investors Event of Default FEMA Final Redemption Date Flis FPls Information Memorandum Issue MMTPA Definition Adani Ports and Special Economic Zone Limited The form in terms of which, the investors shall apply for the Debentures of the Issuer and appended herewith as Annexure B Articles of Association of the Issuer Board of directors of the Issuer BSE Limited Means a day (other than a Second & Fourth Saturday or Sunday or a Bank holiday) on which banks are open for general business in Mumbai and Ahmedabad. Central Depository Services (India} Limited Any committee of the Board of Directors The Companies Act, 2013 The holder(s}of the Debenture(s) in dematerialized form. IDBI Trusteeship services Limited The debenture trustee appointment agreement executed between the Issuer and the Debenture Trustee on ,000 Rated, Listed, Secured, Redeemable, Non-convertible Debentures of face value of Rs. 10,00,000/ each, aggregating Rs crores on a private placement basis. (a) Debenture Trust Deed; (b) Debenture Trustee Agreement; (c) Offer Letter; (d) the letters issued by the Debenture Trustee and Rating Agency, the letters appointing the registrar and transfer agent with respect to issuance of the Debentures,; and (e) Any other document that may be designated as a Debenture Document by the Debenture Trustee and the Issuer NSDL and CDSL Export Credit Guarantee Corporation of India (a) Companies, Body Corporate and Societies, authorized to invest in debentures. (b) Insurance Companies and Trusts authorized to invest in Bonds. (c) Commercial Banks, Financial Institutions, Co-operative Banks, Regional Rural Banks etc. (d) Non-Banking Finance Companies and Residuary Non-Banking Finance Companies (e) Mutual Funds (f) Provident Fund, Chit Funds (g) SEBI registered foreign institutional investors ("Flis") and sub-accounts of Flis (h) Any other investor authorized to Invest in these Debentures. As defined in the Debenture Trust Deed Foreign Exchange and Management Act, 1999 (as amended from time to time) Foreign institutional investors registered with SEBI under the Securities and ExchangeBoa;(l... of.!ndia.. {Foreign... 1nstltutlonal Investors) Regulations, 1995 (as amended from time to time) Foreign portfolio Investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 This information memorandum dated for private placement of the Debentures to eligible investors Rated, Usted, Secured, Redeemable, Non-convertible Debentures of face value of Rs. 10,00,000/- each, aggregating Rs crores on a private placement basis. Million Metric Ton per annum - Gi ll,.,, ~~ 3 i:dt-:sr-0 i,i'. ) --

4 Pri11;,te & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) NCD NSDL Rating Agency RBI Record Date Registrar and Transfer Agent ROC RoU Rs./Rupees/!NR SBAFT SEBI SEBI Debt Regulations Secured Assets SEZ SPM TEUs Trading Day UMPP USO Non-convertible Debentures National Securities Depository Limited ICRA Limited Reserve Bank of India 15 days prior to the Interest Payment Date/ Redemption Date Link lntime India Private Limited Registrar of Companies, Gujarat Right of Use Lawful currency of the Republic of India S.B. Adani Family Trust Securities and Exchange Board of India The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time) The assets charged, assigned, pledged or otherwise made the subject of security pursuant to the Transaction Documents Special Economic Zone Single Point Mooring Twenty Equivalent Units Each day on which the NSE and/or BSE is open for trading Ultra-mega power plant US Dollar. being the lawful currency of the United States of America 4

5 Private a. Confidential - For Private Circulation Only (This lnformation Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus} DISCLAIMERS GENERAL DISCLAIMER This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures, to be listed on SSE Limited is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 49 (forty nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Information Memorandum has been prepared in conformity with the SEBI Debt Regulations. Therefore, as per the applicable provisions, a copy of this Information Memorandum has not been filed or submitted to the SEBI for its review.and/or approval. It is the responsibility of potential Eligible Investors to also ensure that any sale by them of the Debentures does not constitutean.. offer:,to the public within the meaning of the Companies Act. This Information Memorandum has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential Eligible Investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debehtures1s intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condil:lorrand"affairs offhe tssller, 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 suctl'investmentandthe suitability of such investment to such investor's particular circumstances. The Issuer having made all reasonable enquiries, accepts responsibility for and confirms that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. This Information Memorandum and the contents hereof are intended only for recipient(s) who have been addresseclc:lirectly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or toe third partyregarding the contents without the consent of the Issuer. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause 'eligible investors of this Information Memorandum, who shall. be specifically approached by the Issuer. This Information Memorandum does not constitute an off~r to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not sp,gr;jjjr;sjiyj;!d~jj!~~e.!,:1,.~nyjljsrjjjg,s.j'!risipg".ovt.of this issue will be subject to the exclusive jurisdiction of the courts.of Murob9J. ThisJssweJs.r:oade in India.to the eligible investors, who shall be specifically approached by the Issuer..This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. 0 5

6 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) DISCLAIMER OF THE ISSUER The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, are not misleading. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI. The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any Issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Information Memorandum has not been filed with the SEBL The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Information Memorandum. It is to be distinctly understood that filing of this Information Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures being made on private placement basis, filing of this document is not required with SEBI. however SEBI reserves right to take up at any point of time, with the Company, any irregularities or lapses in this document. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been submitted to the SSE for hosting the same on its website. It is to be distinctly understood that filing of this Information Memorandum with the SSE should not, in any way, be deemed or construed that the same has been cleared or approved by the BSE. The BSE does not take any responsibility for the purpose for which the issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this offer document. DISCLAIMER OF THE CREDIT RATING AGENCY The ratings of the Credit Rating Agencies should not be treated as a recommendation to buy, sell or hold the Debentures. The Credit Rating Agencies ratings are subject to a process of surveillance which may lead to a revision in ratings. Please visit the Credit Rating Agency's website ( or contact the Credit Rating Agency's office for the latest information on the Credit Rating Agency's ratings. All information contained herein has been obtained by the Credit Rating Agency from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information is provided 'as is' without any warranty of any kind, and the credit rating agency in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or pinion and Credit Rating Agency shall not be liable for any losses incurred by users from any use of this publication and completeness of any such information. All information contained herein must be construed solely as statements or its contents. DISCLAIMERS OF THE DEBENTURE TRUSTEE I) II) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee, its agents or advisors. The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein. 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 shall have no liability in rel"' _: _ the information contained in this Information Memorandum or any other information provided b_ ~ftcfs' connection with the issue. /Jt;:;: AO} 6 \

7 Private e,. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Ill) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures. Cautionary Note: The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investor should consult their own financial, legal. tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investor's particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The investors have agreed that they (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and alt other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) understand that the Issuer.has.not.provided, and will not provide, any material or other information regarding the Debentures, except as included in the Information Memorandum, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (v) have made their own investment decision regarding the Debentures, (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, and (vii) understand that. by purchase or holding of the Debentures. they are assuming an o are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that thex. may lose all or a substantial portion of their investment in the Debentures. Neith er th1~ 111f6rnic11'.i6rrMembrc1h'dlJm nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each.investor contemplating.purchasing.. any. Debsntures should make its own independent investigation of the financial condition.aa!::1-affairs ofthe Issuer, and-its-own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax. and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. This Information Memoraridum is made available to potential investors on the strict understandfag.thatjtjs confidential.re.cipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures. 7

8 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Sr. No.,. a. b. c. d. e, f. g. h. i. 2. a. b. c. d. e. f. g. h. i. j. k. 3. a. b. C, d. e. f. g. ~ Table indicating references of disclosures requirements under Form PAS-4 Particulars Page No. GENERAL INFORMATION Name, address, website and other contact details of the company indicating both registered office and corporate office; 10 Date of incorporation of the company; 13 Business carried on by the company and its subsidiaries with the details of branches or units. if any; 13 Brief particulars of the management of the company; 21 Names, addresses, DIN and occupations of the directors: 21 Management's perception of risk factors: 24 Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of - i) statutory dues; ii) debentures and interest thereon: 27 iii) deposits and interest thereon; iv) Loan from any bank or financial institution and interest thereon. Disclosure pertaining to wilful default 27 Names, designation, address and phone number, ID of the nodal/ compliance officer of the company, if any, for the private placement offer process: 10 PARTICULARS OF THE OFFER Date of passing of board resolution; 28 Date of passing of resolution in the general meeting, authorizing the offer of securities: 28 Kinds of securities offered (i.e. whether share or debenture) and class of security: 28 Price at which the security is being offered including the premium, if any, along with justification of the price: 28 Name and address of the valuer who performed valuation of the security offered; - Amount which the company intends to raise by way of securities: 28 Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment: 28 Proposed time schedule for which the Offer Letter is valid 28 Purposes and objects of the offer; 28 Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects: - Principle terms of assets charged as security, if applicable; 28 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from 34 the interest of other persons. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation 34 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 Remuneration of directors (during the current year and last three financial years); 34 Related party transactions entered during the last three financial years immediately preceding the year of circulation of Offer Letter including with regard to loans made 34 or. guarantees given or securities provided Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of Offer Letter and of their impact on the financial statements and financial position of the company and the 34 corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Offer Letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines 34 imposed, compounding of offences in the last three years immediately preceding the year of the Offer Letter and if so, section-wise details thereof for the company and all of its subsidiaries Detai ts of material frauds committed against the company in the last three I 34. 8,,., c,, < 1,n.,, "' :;: tj"s -----

9 Private 6 Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) 4. a. (i) (a) (b) (c) (d) (e) (f) (ii) b. c. d. e. f. s: years, if any, and if so. the action taken by the company FINANCIAL POSITION OF THE COMPANY. The capital structure of the company in the following manner in a tabular form- 35 The authorised, issued, subscribed and paid up capital (number of securities, 35 description and aggregate nominal value): Size of the present offer: 35 Paid up capital 35 After the offer 35 After conversion of convertible instruments (if applicable} 35 Share premium account (before and afterthe offer) 35 The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment. the number of shares allotted, the face value of the shares allotted, the price and the form of consideration 36 Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the Offer Letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case; Profits of the company, before and after making provision for tax, for the three 45 financial years immediately preceding the date of circulation of Offer Letter; Divide.nos decl2r.ed.by.1he comp9nyjn respect of the said three financial years; int.et~~t,covgcagg ratio fo( last three years (Cash profit after tax plus interest 46 paid/interest paid) A summ.ary of.th~flnai:ici<'!i posjtionof.the company as in the three audited balance 47 sheets immediately precedino the date of circulation of Offer Letter; Audited Cash Flow Statement for the three years immediately preceding the date of 49 circulation of Offer Letter; Anychange in accounting policies during the. last three years and their effect on the 64 profits and the reserves of the company. A 01:ttARAifON thjtt: a. the cpmpany t,ascompljed with the provisions of the Act and the rules made there under: b. the compliance with the Act and the rules does not imply that payment of dividend 78 or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;. c. the monies received under the offer shall be used only for the purposes and objects indicated in the Offer Letter; 9

10 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Registered Office / Corporate Office of the Issuer Adani Ports and Special Economic Zone Limited Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad Tel: Fax: Website: GENERAL INFORMATION Compliance Officer Ms. Dipti Shah Company Secretary e- Compliance Officer Adani Ports and Special Economic Zone Limited Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad dipti.shah@adani.com, kamlesh.bhagia@adani.com Chief Financial Officer Mr. B. Ravi Chief Financial Officer Adani Ports and Special Economic Zone Limited Infrastructure House, Nr. Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad Ravi.B@adani.com Debenture Trustee IDBI Trusteeship Services Limited Asian Building Ground Floor, 17 R. Kamani Marg, Ballard Estate, Mumbai Phone No: Fax I\Jo: swapnali@idbitrustee.com Contact Person: Mrs. Swapnali Hirlekar Registrar and Transfer Agent Link lntime India Private Limited C st Floor, 24 7 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai Phone No: Fax No: id: mumbai@linkintime.co.in Credit Rating Agency ICRA Limited (ICRA Ratings) , Sakar - II Ellisbridge, Ahmedabad Phone No.: Fax No.: Contact Person: Mr. Ankit Patel Website: Auditors of the Company Deloitte Haskins 8- Sells LLP 19th Floor, Shapath-V, Besides Crown Plaza, S.G. Highway, Ahmedabad Contact Person: Kartikeya Raval Tel/ Direct: + 91 (0)

11 Private 8 Confidential - For Private Circulation Only (This Information Memorandum is neither ;;i Prospectusnor a Statement in Ueu of Prospectus) LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE List of disclosures to be filed along with the listing application to the stock exchange: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years audited and adopted Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements: D. Copy of the Board/ Committee Resolution authorizing the borrowing and list of authorized signatories. E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, wh'ere'applicable, including the Debenture Trust Deed would be executed within the time frame pfescribecfin the felel.iarff regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execotion ofth e same. F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission/ consent from the existing creditor for paripassu charge being created, where ever applicable; in favour of the trustees to the proposed issue has been obtained G 11

12 Private e,. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE List of documents/disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years' audited and adopted Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest audited Financials as on 31 st March 2017 standalone and consolidated/ Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit e- Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any; E. An undertaking to the effect that the Issuer would. till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as amended from time to time, for furnishing/ publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year. submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within two working days of their specific request. 12

13 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Date of Incorporation of the Issuer: 26 th May, 1998 Business carried on by the Company and its subsidiaries We were incorporated as Gujrat Adani port Limited on May 26, 1998, and commenced phased operations at Mundra Port in October 1998 with commercial operations beginning in October We were initially promoted by Adani Port Limited and Gujrat Port Infrastructure Development Company Limited, an undertaking of Government of Gujrat. We entered into Concession agreement with the GMB and Government of Gujarat on February 17, 2001 pursuant to which we have been granted the right to develop and operate Mundra port located at Navinal Island in the Kutch region for a period of 30 years. Pursuant to an order of the High Court of Gujarat, Adani Port Limited merged with us with effect from April 1, 2003.Further, Mundra Special Economic Zone Limited (MSEZ) and Adani Chemicals Limited were merged with us with effect from April 1, In order to reflect the significance of the SEZ status and changing nature of our business, we changed our name from Gujarat AdanLPort Limit.ed.to Mundra Port and Special Economic Zone Limited with effect from July 7, 2006.As a part. of our branding exercise, in January 2012 name of the company was changed to Adani Ports and Special Economic Zone Limited (APSEZ). The Company has 26 subsidiaries involved in the business of logistics and special economic zone. Business overview APSEZ is India's largest private deve1oper and operator of ports and related infrastructure. (Source: Indian Port AssocialibffE:Magazine July 2014). It provides fully integrated marine, handling, storage and logistics services. APSEZ have expanded business from operating a single port at Mundra on the west of India to being a pan India integrated logistics service provider operating seven ports/terminals and two inland container depots. APSEZ is further expanding our capacities at certain of our existing ports and is also in the process of developing an incremental terminal in the south of India. With a total installed capacity of mmtpa for handling a diverse cargo base (dry and liquid bulk, containers, crude,.automobiles, etc.), APSEZ handled mmtpa of cargo in the year ended 31 st march 2017 and mmtpa of cargo in the year ended 31 March APSEZ believe that we are India's benchmark to global ports in terms.of strengths,. capacities and operations. APSEZ's total revenue for ttie fiscal years 2tY15, 2016 and 2017 was Rs. 68,37.62 crore, Rs crore,rs crnre respectively. APSEZ's net profit.for fiscal years 2015, 2016 and 2017 was, Rs. 23,14.33 crore Rs crore, and Rs crore respectively. Competitive Strengths Company believes it has the following competitive strengths: Strategic location and advantageous natural characteristics. Successful track record of project development and execution. Extensive dedicated infrastructure around our ports allowing us to have better connectivity. Fully integrated port and logistics services provider for diverse range of cargo. Long-standing relationships with customers and strong business partnerships. Experienced senior management team. Company's key strategies are set out below: Asset identification.. and.optimization. Achieving synergies with our chain of ports to cater to India's international trade. Business development.and operations specifically tailored across the various strategic business units. Asset Overview On the west coast of India, we developed and operate a port at Mundra Port, the largest commercial port in India by volume. where we also operate a container terminal under a joint venture agreement with the Mediterranean Shipping Company ("MSC"), a dry bulk terminal at the port at Dahej Port, a multi-purpose terminal and a container tecm;nal at Ha,;ca Poet, a coal handl;ng tecm;nal at Mucmugao Poet, and a bulk lo Kand la Poet. (J 13

14 Private 8 Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Mundra Port, Dahej Port and Hazira Port are capable of handling capesize vessels. At the south basin of Mundra Port, we recently commenced operations on an incremental container terminal which is being operated pursuant to a joint venture with CMA CGM. We are also developing an incremental extension to container terminal 3, at the south basin of Mundra, which is proposed to be operated by AICTPL, a joint venture with MSC, subject to arrangements that will be agreed upon, once construction is completed (which may include operation of the terminal by a sub-concessionaire pursuant to a sub-concession agreement enterd into by AICTPL and such operator). A liquefied natural gas terminal is also being developed at Mundra, under a proposed sub-concession by GSPC LNG Limited ("GLL") with our Company. Under the terms of the proposed sub-concession agreement, our Company would develop the civil infrastructure for the terminal, lease the land for the project to GLL and have the right to use the infrastructure. We have received environmental clearance for this project and the construction is in progress. We also provide other services, including infrastructure, leasing and logistics services at Mundra Port and through its surrounding infrastructure, including the Mundra SEZ which we have developed and operate and which is one of the largest operating port-based multi-product SEZs in India. On the east coast of India, we developed and operate a coal handling terminal at Vizag Port, and we acquired the Dhamra Port, which is also capable of handling capesize vessels. On the southern coast of India, we have completed the construction of a container terminal at Ennore Port, and we operate a container terminal at Kattupalli Port on an interim basis, which we are in the process of acquiring subject to requisite approvals. We also signed a concession agreement to develop a deep water container handling terminal at the port of Vizhinjam in the state of Kera la. Our port services include marine, intra-port transport, storage and handling, evacuation and other value-added services for a diverse range of customers, primarily terminal operators, shipping lines and agents, exporters, importers and other port users. We offer comprehensive end-to-end logistics solutions for handling a wide range of cargo through our wholly-owned Subsidiary, Adani Logistics, to complement our port facilities. We are also the first and only privately owned Indian port operator to be awarded a seat at the C40 World Ports Climate Conference. Our total cargo volume handled for all of our operating ports increased to mmt in Fiscal Year 2017 from 11.7 mmt in Fiscal Year 2006 (in which Mundra Port was our only operating port), representing a CAGR of 31.1% between Fiscal Years 2006 and Our total cargo volume handled for all of our operating ports was mmt in Fiscal Year 2016 and mmt in the first nine months of Fiscal Year For Fiscal Year 2016, our total cargo volume handled represented 30.7% of the total cargo handled at all Non-major Ports in India. Our total cargo handled represented 15.1% and 14.1% of the total cargo handled at all ports in India first nine months of Fiscal Year 2017 and Fiscal Year 2016, respectively. We are a part of the Adani Group, which has significant interests across the resources (coal mining and trading), logistics (ports and logistics, shipping and rail), energy (power generation and transmission) and other ancillary industries, with a presence in India, Indonesia, Singapore, Australia, China and the Middle East. The Adani Group includes four listed companies in India: Adani Enterprises Limited ("AEL"), Adani Power Limited, Adani Transmission Limited and our Company. As a result of the composite scheme of arrangement for demerger between our Company and AEL effective from 1 April 2015, our Company ceased to be a Subsidiary of AEL. Description of Business We provide port and logistics services for various cargos, including dry and liquid bulk, container, crude oil and other cargo, with a focus on container, crude oil and coal (which is a dry bulk) cargo. We currently operate 14 terminals with 37 berths and two single point mooring facilities at the Mundra Port, Dahej Port, HazZira Port, Mormugao Port, Kandla Port, Vizag Port and Dhamra Port. We are developing a berth at the Dhamra Port and a container terminal with two berths at the Ennore Port in Tamil Nadu. We are also developing a deepwater multipurpose port with two berths at Vizhinjam, Kerala. We have also developed and operate three inland container depots at Patli(Punjab), Kilaraipur(Haryana) and Kishangharh(Rajasthan), which provide us with a strategic presence in the northern hinterland of India. Our operational facilities and facilities under development are set out below as at 16 th June 2017: 14

15 Private E- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement!n Lieu of Prospectus) ~,nhu.;w =., J'..M{W'i.tt,J \.-;~t!:t., WHttt\": folla4 :(~ttl,tf'3 lat!~ S,,;c-;aU;~r:. l,:_~h l{; ltlt4 ().0 fl.// IJ_~ Ith ae JU ~'~ 0.0 1!» OJI 0~ M u M J,O u M u» M!>.~».@ 1H '"' u 17.! u 9.ll JlJ.li 0.0 uo,1., llml,,fl"'~i (W,m, Tcl.mf (.a~lt1 Si,,,,, ~t1i,i9 w '1;,\['Atd" T A:r(.f~' re:.t!\ t~,11, ti<... Ul;!,h (u,r.,; mj ilj,<tili.o<.,l p!u,ho ~.~IV Ull I' (~~:i1 CQ!s=u-;ri,.-n c"~k'1;r X p 1:.5 ~"*' A"1","'1i>< p n.o 416.l ALI. Nimb. IT11i<n>d Ct'Qlr,1 Iola Sri, ll'c,ion,.. d C,l!lf:! lo:.!lt ~ Wt11u i C,,mllz61t X~t1lm.,l.t1 t, f.llitl'll wl s..jhrulm, ktlo L.-.or \lt,lttt fodi> Eadm """" t,~b lfort!i. llfl1<n and C<&1nil ll>ii>.. t..l,n, wl Sol!llttt, t.,mu"'4 ~ I.& &:iill~;cu)< St.ln n! 14i:i,m;i, IM! o.n Vi ,10 rn.o 10 (.ll M ll.l) 1"'i>!G11J.) G{ll S!o!',,;< Ara!,q "1\ Coi,;~ Sk<> (ffi!l. t?i,o!im UU,!Slll lw : rm.. ~ ih.a,i.fr m.uo.o l,lito M bmll..-0 m.1j110 S~k,J'ci,1 i.t.1<.<i"!l, OU M ~J~ kt.-in (ijj!.i! 1.0 Ut j~"!l.o M n!i!vi T<t foi.llhul»i, c,,,..,_;.,iiy Srsc~,!«l OJ) M li<fillm 11,r,!l.-0 (':.,,.m,:t,ty S<;,<~ Notes: 1 mn TEUs is equal to mmt. subject to license agreement and TNMB policy. 0 1 mn TEUs is equal to mmt. 15

16 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Key Demand Drivers The demand-supply scenario in the India's port sector is expected to remain favorable driven by the anticipated trade growth and persisting congestion and capacity constraints at existing major ports. This has resulted in higher traffic growth rates witnessed at non-major ports in India over the past few years. Competition within the port industry is primarily driven by the characteristics and location of the ports, such as the ability to berth large vessels, proximity and connectivity to inland cargo centers. Other key competitive factors include, among others, the number of berths, the size and quantity of port facilities and equipment, and the efficiency of cargo handling and transportation. Mundra Port competes primarily against non-major ports and major ports located on the northwest coastline of India, such as Pipapav Port, Kandla Port, Mumbai Port, JNPT, Dahej. Hazira and other GMB-managed ports. Most of the other GMB managed ports are fair weather ports with jetties that lack adequate infrastructure to handle container cargo and lack draft capable of handling panamax or capsize vessels necessary for economical shipping of bulk cargo. Mundra Port has a strong infrastructure in place and moreover the port has ample availability of land required to build infrastructure for future capacity increase and it has draft of m alongside berth and the coal terminal has depths ranging from -19 m to -23 m and is hence capable of handling 200,000 DWT vessels.mundra port is located on the North West coast of the Gulf of Kutch, en-route major maritime trade routes, making it one of the country's most convenient gateways for cargo, bound westwards. Its proximity to the hinterland of northern India, gives it a strategic advantage to service the landlocked population of north and northwestern India. Industry Overview India is the world's largest democracy by population size and had a nominal GDP of approximately U.S.$2.3 trillion in 2016 and was the fourth largest economy in the world after the United States, China and the European Union by purchasing power parity in 2015, according to the International Monetary Fund and The World Bank. Average GDP growth in India between Fiscal Year 2006 and Fiscal Year 2016 was 7.6%. According to the Reserve Bank of India, GVA is forecast to grow at 6.7% and 7.3% in Fiscal Years 2017 and 2018, respectively (GVA is the metric now used instead of GDP at factor cost by the Ministry of Statistics and Programme Implementation Government of India in press releases). Additionally, GDP growth in India is expected to reach 6.8% in Fiscal Year 2017, 7.2% in Fiscal Year 2018 and is projected to gradually increase to 7.7% in Fiscal Year 2020, according to a World Bank Press Release from May According to the Indian Ports Association and the Ministry of Shipping, India has an extensive coastline of 7,517 kilometres (excluding the Andaman and Nicobar Islands) with a port industry that has grown dramatically, from five ports handling cargo traffic tonnage of around 20 mmtpa at the time of independence, to the current 12 ports (there are officially 13 major ports with the inclusion of Port Blair in 2010 but only 12 major ports within mainland India) which fall under the jurisdiction of the Central Government and are governed by policies and directives of the Ministry of Shipping of the Government of India ("Major Ports"). There are also approximately 200 non-major ports which fall under the state governments' jurisdiction and are governed by policy and directives or respective state governments' departments or agencies ("Non-major Ports"). Major Ports and Nonmajor Ports handled a combined total cargo traffic tonnage of 1,072.5 mmt in Fiscal Year 2016, and 837 mmt of total cargo traffic tonnage was handled in the first nine months of Fiscal Year 2017, growing by 4.6% over the corresponding period of the previous year. According to the Ministry of Shipping, ports handle approximately 90% of India's total trade in terms of volume and 70% in terms of value. According to the Ministry of Shipping and the Reserve Bank of India, total volumes are expected to increase further as India continues its economic expansion, with real GVA growth in India expected to average 7.7% and 8.0% per year for the five and 10 years from Fiscal Year 2017, respectively, making India one of the fastest growing economies in the world. According to the Indian Ports Association and Ministry of Road Transport and Highways, total cargo volume handled at Indian Ports (Major Ports and Non-major Ports) was 574 mmt, 850 mmt and mmt in Fiscal Years 2006, 2010 and 2016, respectively, growing at a CAGR of 4.0% between Fiscal Years 2010 and 2016 and 6.5% between Fiscal Years 2006 and Further, total cargo handled at Indian ports is expected to grow at a CAGR of 8.1% over Fiscal Years 2016 and According to the Ministry of Commerce e,. Industry, in terms of value, the value of imports to, and exports from, India increased at a CAGR of 8.1% and 8.4% between Fiscal Years 2011 and 2016, respectively. a 16

17 Private 8, Conficlential - For Private Circulation Only (This Information Memorandum is neither a Prospectus.nor a Statement in Lieu of Prospectus) Recent Developments Acquisition of Kattupalli Port On 9 November 2015, Company through Adani Kattupalli Port Private Limited ("AKPL"), its wholly owned subsidiary, entered into an in-principle agreement for the strategic acquisition of the port business at Kattupalli port of LB-T Shipbuilding Limited, a subsidiary of Larsen e,. Toubro Limited. Kattupalli port is a non-major port situated at Kattupalli village, Ponneri Taluk, Tiruvallur, Tamil Nadu. The acquisition remains subject to certain approvals by the Tamil Nadu government and business structuring. While awaiting these conditions to be completed,akpl has entered into an interim operator agreement wherein it has been appointed as the operator of the Kattupalli port. The port has permission to handle multi-user specific and multi-commercial cargoes on a Build Own Operate and Share basis. As part of this transaction, our Company provided a letter of comfort to Larsen 8- Toubro Limited whereby we have agreed tomaintain our current shareholding in AKPL and ensure AKPL is in a flnanc;la.i position to meet its obligations. Similarly, Larsen e,. Toubro Limited provided a letter of comfort to us wh~rebyit has agreed tornaintain its present shareholding (except for the purposes of the acquisition) in LE?,.T Shipbuilding Lirnited'(or a~yresultant entity) and ensure LB-T Shipbuilding Limited (or any resultant entity) is in a financial posliron to m'eet its obligations. MultipurposeTerminalat1:he Vizhfnjam Port, Kerala Our wholly owned subsidiary, Adani Vizhinjam Port Private Ltd. ("Adani Vizhinjam"). has been awarded a concession and executed a concession agreement dated 17 August 2015 for the development of a multipurpose international deepwater seaport at Vizhinjam on a design, build, finance, operate and transfer basis for a period of 40 years until The concession is extendable by another 20 years until 2075, subject to certain terms and conditions specified in the aforementioned concession agreement. Vizhinjamis_envJsclgad.as.. anallcweather, multicargo port and is located in the Indian state of Kerala, 16 km south of the state capital. Thiruvananthapuram. The port location was selected to tap the potential of development of a deep water international. container transhipment port. The proposed site is on the international shipping route connecting Europe, the.persjan Gulf anc1the Far East, very close to the east-west shipping axis within 10 nautical miles. Notification of incremental land unaer special economic zone Our company's Multi-product SEZ at mundra is the largest notified SEZ in the country with notified area of 6456:33'49'Hectares: Further; based on approvals from Government of India our company has set up a Free Trade Warehousing Zone (FTWZ) in an area of 168;41 Hectares and another multi product SEZ over an area of Hectares at mundra, Further, proposal for clubbing of these SEZs into one multi product SEZ with combined area of about Hectares have been approved Government of India. Acquisition of The Adani Harbour Services Private Limited APSEZL has acquired 100% equity stake of The Adani Harbour Services Private Limited (formerly known as TM Harbour Services Private Limited) from TKM Global GmbH. Germany and International Shipping e,. Logistics FZE, Dubai, pursuant to share purchase agreement signed on 7 th December, 2016, which is engaged in business of marine port services, at a consideration of Rs crores. The Board of Directors at its meeting held on 14 th February, 2017 has considered and approved the Scheme of Arrangement between Adanf Pofts and Special Economic Zone Limited and The Adani Harbour Services Private Limited and their respective shareholders and creditors ("Scheme"} under sections 230 to 232 of the Companies Act, As per the Sc:herne, Marine Business Undertaking of the Company will be transferred and vested into The Adani Harbour Seroices Private timlted on a Slump Sale [section 2 (42C) of the lncom.e-tax Act, 1961] basis for lump-sum cash consideration. The Scheme is approved by the Hon'ble National Company Tribunal. Ahmedabad Bench on 18 th August, 2017 and the same has been filed with Registrar of Companies. Gujarat on 23 rd August a J 17

18 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Corporate Structure Details of the holding of the Promoter in the Issuer as on 31 st March, 2017: SN No. of shareholder Total no. of No. of Total Encumbered % of equity shares shares in shareholding Shares shares dema.t form as% of total pledge no. of equity with shares respect to shares owned 1 Gautambhai Shantilal Adani e, Rajeshbhai Shantilal Adani (On behalf of S. B. Adani Family Trust) 2 Gautambhai Shantilal Adani e, Pritiben Gautambhai Adani (On behalf of Gautam S. Adani Family Trust) 3 Rajeshbhai Shantilal Adani 30,000 30, e, Shilin Rajeshbhai Adani (on behalf of Rajesh S. Adani Family Trust) 4 Parsa Kente Rail Infra LLP Pan Asia Trade e, Investment Private Limited 6 Worldwide Emerging Market Holding Limited Universal Trade And Investments Limited Afro Asia Trade and Investments Limited Total

19 Private e, Confidential For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) List of Subsidiary Companies of Adani Ports and Special Economic Zone Limited as on Sr. No. Name of the Company! APSEZ 1. Mundra SEZ Textile And Apparel Park Pvt. Ltd % 2. Karnavati Aviation Pvt. Ltd. 100% 3. MPSEZ Utilities Pvt. Ltd. 100% 4. Adani Logistics Ltd. 100% 5. Adani Murmugao Port Terminal Pvt. Ltd. 74% 6. Mundra International Airport Pvt. Ltd. 100% 7. Adani Hazira Port Pvt. Ltd. (AHPPL) 100% 8. Adani Petronet {Dahej) Port Pvt. Ltd. 74% 9. Mundra LPG Infrastructure Pvt. Ltd. 100% (Formerly, Hazira Road Infrastructure Pvt. Ltd.) 70. AdaniVizag CoalTerminal Pvt. Ltd. 100% 11. Adani Kandla Bulk Terminal Pvt. Ltd 74% 72. Adani Warehousing Services Pvt. Ltd. 700% 13. Adani Hospitals Mundra Pvt. Ltd. 100% 14. Adani Ennore Container Terminal Pvt. Ltd. 100% 15. The Dhamra Port Company Ltd. 100% 16. Shanti Sagar International Dredging Pvt. Ltd. 100% (Formerly; AdaniFood And Agro-Processing Park Pvt. Ltd.) 117. AdaniVlzhinjam Port Pvt. Ltd. 100% 18. Adanl KattupalliPort Pvt. Ltd. 100% ' I 19. Adani Petroleum Terminal Pvt. Ltd. {APTPL) 100% 20. Hazira Infrastructure Pvt. Ltd. 700% of AHPPL 21. Mundra LPG Terminal Pvt. Ltd. 100% of APTPL 22. Adani Dhamra LPG Terminal Pvt. Ltd. 700% of APTPL 23. Dhamra LNG Terminal Pvt. Ltd. 100% of APTPL 24. Abbot P-oint Operations Pty Ltd (APO PL) 100% 25. Abbot Point HulkcoalPty Ltd. 100% of APOPL 26. The Adani Harbour Services Pvt. Ltd. I 0 100% 19

20 Private e. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Key Financial Parameters for last three years (audited) Standalone Financial performance Parameters For Non-Financial Entities Net worth F.Y F.Y # # (Amount in Rs Cr) F.Y F.Y , Total Debt - Non Current Maturities of Long Term Borrowing - Short Term Borrowing - Current Maturities of Long Term Borrowing , , , , , , Net Fixed Assets Non-Current Assets (incl. Deferred Tax) (Incl. Net FA) , , , , Cash and Cash Equivalents Current Investments Current Assets (Including C8-C Equivalents) Current Liabilities , , , , Net sales EBITDA EBIT Interest PAT , , , , , , , , Interest coverage ratio Gross debt/equity ratio (net worth) Debt Service Coverage Ratios # Figures of FY and FY are as per financial statements prepared in accordance with the applicable provisions of Indian Accounting Standards ('Ind AS') prescribed under the Companies (Indian Accounting Standards) Rules, Figures of FY and are as per financial statements prepared as per IGAAP. Gross Debt to Equity Ratio [March 31, 2017] Before the issue After the issue Project cost and means of financing, in case of funding of any new projects: Not Applicable 0 20

21 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Management of the Company As per Articles of the Company, the Company is required to have not less than three and not more than fifteen Directors. The Issuer confirms that none of its current directors appear in the RBI Defaulter list. and/or ClBIL Defaulter list and/or the ECGC's default list. The following table sets forth details regarding the board of directors of the Issuer as on 31 st May 2017 Name, Designation, Occupation and DIN Mr. GautamShantilaf Adani Destgnat:ion : Managing Director Occupation: Business. DIN: , Age 54 Address Shantivan Farm House, B/h. Karnavati Club, Mohemadpura Village, Ahmedabad Gujarat Director of the Issuer since Details of other directorships (as on 31/05/2017) Adani Enterprises Limited Adani Power Limited Adani Transmission Limited Adani Green Energy Ltd. Adani Institute for Education and Research Adani Tradellne LLP Mr. Rajesh Shantilal Adani Desigriatipn: Non-Independent' Director Occupatfon: Business DIN: olrd0632i 52 Shanti Sagar Bunglow, Rajpath Club to Bopal Road, Near Kantam Party Plot Cross Road, Bodakdev, Ahmedabaff;3so659, Gujarat Adani Enterprises Ltd. Adani Power Ltd. Adani Transmission Limited Adanl Gas Ltd. Adani Welspun Exploration Ltd. AdaniWilmar Ltd. Adani Green Energy Ltd. Adani Finserve Pvt. Ltd. Adani Institute for Education and Research {Sec 8) Adanl Advisory LLP Adani Trading Services LLP Parsa Kante Rail Infra LLP Adani Tradeline LLP Dr. Malay Mahadevia Designation; Executive Director Occupation: Service DIN: B, Gyankunj Society, Opp. St. Xavier's College, Navrangpura, Ahmedabad , Gujarat Vadilal Industries Limited GSPC LNG Ltd. Adani Gas Holding Ltd Adani Vizhinjam Port Pvt. Ltd. Mahadevia Dental Hospital Pvt. Ltd. Adani Institute For Education And Research People's Response For India's Development e,. Empowerment Confederation Federation of Kutch Industries Association Adani Infrastructure Private Limited Adaili Skill Development Centre Mr. Karan Adani Designation : Executive Director Occupation : Business DIN: Shantivan Farm House, B/h; Karnavati Club, Gandhinagar Sarkhej Highway, Ahmedabad The Dhamra Port Company Ltd. Adani Petronet (Dahej) Port Pvt. Ltd. Adani Hazira Port Pvt. Ltd. Adani Enno re Container Terminal Pvt. Ltd. Adani Kandla Bulk Terminal Pvt. Ltd. Adani Kattupalli Port Pvt. Ltd. Adani Vizhinjam Port Pvt. Ltd. Adani Petr m Terminal Pvt. td. 21

22 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Prof. G. Raghuram Designation ; Independent Director Occupation: Service DIN: House No IIMA Campus, Ahmedabad , Gujarat Adani Properties Pvt. Ltd. Take Solutions Ltd. Alcock Ashdown (Gujarat) Ltd. Nabard Consultancy Services Pvt. Ltd. Vidya Vardhini Education Foundation (Sec 8) Mr. G. K. Pillai Designation: Independent Director Occupation: Service DIN: D "u Floor, Sarvodaya Enclave, New Delhi , Delhi Zuari Agro Chemicals Ltd. lvycap Ventures Advisors Pvt. Ltd. Berger Paints India Ltd. Tata International Ltd. CMS Info Systems Ltd. Data Security Council Of India (Sec 8) Mr. Sanjay Lalbhai Designation: Independent Director Occupation: Business DIN: Lalbaug, Shahibaug, Ahmedabad , Gujarat Arvind Ltd. Arvind Smartspaces Ltd. Arvind Lifestyle Brands Ltd. Arvind Retail Ltd. Arvind Fashions Ltd, Animesh Holdings Pvt Ltd Arvind Foundation (Sec B) Arvind Worldwide Inc, USA Arvind Worldwide (Mauritius) Inc Arvind Textile Mills Limited, Bangladesh Avadh Material and Equipment Suppliers LLP Ms. Radhika Haribhakti Designation: Independent Director Occupation: Service DIN: Maker Tower B, Cuffe Parade, Mumbai , Maharashtra Navin Fluorine International Ltd. EIH Associated Hotels Ltd. Vistaar Financial Services Pvt. Ltd. Rain Industries Ltd. ICRA Ltd. Mahanagar Gas Ltd. 22

23 Private 8 Confidential - For Privati, Circulation Only (This Information Memorandum is ni,ither a Prospi,ctus nor a Statement in Lieu of Prospectus) Details of change in directors since last three years! Date of Director of the Issuer Name and Designation appointment/ since (in case of Remarks resignation resignation) Mr. Rajeeva Sinha. Executive Director DIN: Mr. Sudipta Bhattacharya, Executive Director DIN: Mr. Arun Duggal, Independent Director DIN: Mr. D. T. Joseph, Independent Director DIN: Prof G. Raghuram, Independent Director DIN: Mr. G.K.Pillai, Independent Director DIN: Mr. Sanjaylalbhai, Independent Director DIN: Mr. Pankaj Kumar, Nominee Director DIN: Mr. A. K. Rakesh, Nominee Director DIN: Ms. Radhika Haribhakti, Independent Director DIN: Mr. Sarthak.Behuria, Independent Director DIN: Mr. Karan Adani, Whole Time Director DIN:

24 Private f. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures, unless they can afford to take the risks attached to such investments. For taking an investment decision, investors must rely on their own examination of the Issuer including the risks involved. The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. An investment in the Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Prospective investors should be experienced with respect to transactions in instruments such as the Debentures. Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances; and (b) the information set out in this Information Memorandum. The Debentures may decline in value. More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. I\Jo assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. Each of the risks highlighted below could have a material adverse effect on the business, operations, financial condition or prospects of the Issuer which, in turn, could affect its ability to fulfill its obligations under this Information Memorandum. In addition, each of the risks highlighted below could adversely affect the rights of the investors under the Information Memorandum and, as a result, prospective investors could lose some or all of their contribution towards the Debentures. Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue. Prospective investors must rely on their own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Recipients of the Information Memorandum should note that the risks described below are not the only risks the Issuer face. The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware, and any of these risks could have the effects set forth above now or in the future. Unless specified or quantified in the risks below, the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed. Potential investors should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures. 24

25 Privatt! 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) The Debentures may be illiquid It is not possible to predict, if and to what extent, a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, at any time prior to the date of redemption of the Debentures, purchase the Debentures at any price in the open market, by tender or by a private agreement, subject to applicable regulatory approval. on terms acceptable to the Debenture Holder(s). Any Debentures so purchased maybe held or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to SEBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer's control and such new law, regulation, comment, statement or policy.change could have an adverse effect on the market for and the price of the Debentures. Further, SEBI or any other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected. Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed: or otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central Government and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime. The Debentures may not be a suitable investment for all potential Investors Potential investors shoul.d ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment'in the lightbftheir own circumstances and financial condition. Downgrading in Credit Rating The Debentures have been rated by ICRA Limited (ICRA Ratings) as having ICRA AA+ rating for the issuance of the Debentures for an aggregate amount of up to Rs. 7,000 Crore. The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuer's ability to raise further debts. The Issuer hasjimlted.sources.. of funds to fulfil its obligations under the Debentures If there is a shortfatl in any amounts then due and payable pursuant to the terms of the Debentures, the Issuer may not have sufficientjunds.to.make... payments on the Debentures, and the Debenture Holders may incur a loss on the Debenture amount and redemption premium. The ability of the Issuer to meet its obligations to pay any amountsdue to the Debentuce Holders under th.e Debentures will ultimately be dependent upon funds being received from internal accruals, borrowings and/or return of inter corporate deposits given. The Issuer is therefore Renerally exposed to the credit risk of the relevant counterparties in respect of such payments. 25

26 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer's business (including workmen's dues). Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses. Receipt of coupon or principal is subject to the credit risk of the Issuer. Investors should be aware that the receipt of any coupon payment and principal amount at maturity is subject to the credit risk of the Issuer. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures. Delays in court proceedings in India If any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business. Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel. These personnel possess technical and business capabilities that are difficult to replace. If we lose the services of any of these or other key personnel, we may be unable to replace them in a timely manner, or at all, which may affect our ability to continue to manage and expand our business. Members of our management team are employed pursuant to customary employment agreements, which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise. The loss of key members of our management team or other key personnel could have an adverse effect on our business, prospects, results of operations and financial condition. Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations. While we report our financial results in Indian rupees, portions of our total income and expenses are denominated, generated or incurred in currencies other than Indian rupees. Further, we incur expenditures and also procure same materials in foreign currencies, such as the US Dollar and Euro. To the extent that our income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect the amount of income and expenditure we recognize. Further, our future capital expenditures may be denominated in currencies other than Indian rupees. Therefore, a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures. The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future. While we have natural hedge in form of marine income and container income (which is denominated in US Dollar) and we also use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions, changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that natural hedge in form of USO Dollar denominated income, use of forward and option contracts would fully p,ou US iyi i'"';.;,-;;,,w CiSkS. 26

27 Private & Confidential - For Private Circulation Only (This lnformatiorlmemorandutn is neither a Prospectus nor a Sfat:ementTn Lieu of Prospectus) In addition, risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures. We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize. As per Annexure C. If any of these contingent liabilities materialize, our profitability may be adversely affected. We have entered and may continue to enter into a number of related party transactions with our group entities. We have entered and wm,.,eont:taue toenter"into a sigaif:ioant number.-0f:.related party transactions with our promoters, subsidiaries, joint ventures, group entities, associates, key management and enterprises having common"key.,managementpersonnelwith us. For a list of related parties, please see attached Annexure D. While we believe that all our related party transactions have been conducted on an arm's length basis, we cannot assure youthat.w.e.. could.not.have achieved more favourable terms had such transactions been entered into with unrelated. parties. Furthermore, we may enter into significant levels of related party transactions in the future. There can be no assurancethatsuch transactions, individually or in the aggregate, will not have an adverse effect on our business. prospects, results of operations and financial condition, including because of potential conflicts of interest or otherwise. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of: i) Statutory dues: Nil ii) Debentures and interest thereon: Nil iii} Deposits and interest thereon: Nil iv} Loan from any bank or financial institution and interest thereon: Nil Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1} (n} of SEBI (Issue andlisting.. oldebt..securities} Regulations,

28 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the board of directors of the Company passed at its meetings held on 6 th August, 2014, 2 nd November and 25 th October, 2016 which have approved the placement of Debentures up to Rs. 1,000 Crores and Rs. 2,000 Crore respectively in one or more tranches on private placement basis. The present issue of Rs Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the General Meeting by the shareholders of the Company held on 11 th August, 2015 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs. 35,000 Crore (Rupees Thirty Five Thousand Crore). Adani Ports and Special Economic Zone Limited (APSEZ) Cyril Amarchand Mangaldas or any other replacement acting for the Debenture Holders, as appointed by the Debenture Holders. IDBI Trusteeship Services Limited, being a SEBI registered trustee Rated, Secured, Taxable, Listed, Redeemable Non-Convertible Debentures ("NCOs" or "Issue") with terms and conditions specified in this term sheet and the documents executed/issued pursuant to this Term sheet (the 'Issue Documents') Secured Senior Debt Private placement basis to Eligible Investors 1. Companies, Body Corporate and Societies, authorized to invest in debentures. 2. Insurance Companies and Trusts authorized to invest in Bonds. 3. Commercial Banks, Financial Institutions, Co-operative Banks, Regional Rural Banks etc 4. Non-Banking Finance Companies and Residuary Non-Banking Finance Companies 5. Mutual funds 6. Provident Fund, Chit Funds 7. SEBI registered foreign institutional investors ("Flis") and sub-accounts of Flis 8. Any other investor authorized to invest in these Debentures. The fund raised through this Issue will be utilized for capital expenditure, working capital purpose, repayment of existing loans, and general corporate purposes. The Company undertakes that the proceeds of the current Issue shall not be used for any purpose which may be in contravention of the regulations/guidelines/norms issued by RBI/SEBI/RoC/BSE. To be listed on BSE within 15 days from the Deemed Date of Allotment. The Issuer shall ensure that the NCDs are listed on the wholesale debt market segment of the SSE Limited as early after Deemed Date of Allotment as practicable and in any event within 15 days of the Deemed Date of Allotment. The Issuer shall be responsible for the costs of such listing of the NCDs. AA+ by ICRA ("Rating Agency") INR 1600 Crores means a fixed rate of 7.65% {Seven point six five percent) per annum payable annually At the coupon rate from and including the date of realization of cheque(s)/demand draft(s)/rtgs upto but excluding date of allotment To be redeemed in equal installments at the end of 8, 9 and 10 year from the Date of Allotment i.e. October 31, 2025, October 31, 2026, October October 31, 2018 October 31, 2019 October 31, 2020 November October 31,

29 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Day Count Basis Record Date Redemption Amount Rede~p~ion Premium /Discoiiht October 31, 2023 October October 31, 2025 October 31, 2026 October 30, 2027 Actual/ Actual 15 days prior to each Coupon Date and Redemption Date Rs Crores (Rs. 10 lakhs per Debenture) to be redeemed in equal installments at the end of 8 th, 9 th and 10 th year from the Date of Allotment. NIL At Par Rs 10 lakhs per instrument for all the Issues S Debenfi.ires and in multiple of 1 thereafter 10 Years from deemed date of allotment (Repayment equally at the end of 8 Years, 9 years and 10 years respectively from the date of allotment) Without prejudice to the other rights of the Debenture Trustee: a) In case of default of payment of interest and/ or principal redemption on the due date, additional 2% p.a. over the coupon rate will be payable by the Issuer from the date of the occurrence of such default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable: In case of non-creation/perfection of Security within the stipulated time frame, additional 2% p.a over and above the coupon rate would be payable by the Issuer from the date of the expiry of the stipulated timelines until the security is created/perfected, as applicable, to the satisfaction of the Debenture Trustee; In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay additional interest of at least 1 % p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till due listing of such NCDs. If the long term rating "AA+" of the NCDs is downgraded at any point of time during the currency of the NCDs, debenture holders have right to reset interest rate from the date of downgrading. Demat only Demat only NSDL and/ or CDSL The debentures shall be secured by of first pari-passu charge in the form of Hypothecation/ Assignment/ Mortgage on the Fixed Assets( Freehold land, Building, Plant and Machinery and Marine structure) of Adani Hazira Port Private Limited, Subsidiary of APSEZ so as to provide security of minimum 1.25 times on outstanding book value basis during tenure of NCDs. Subject to the applicable regulations, the Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari ;(~:;,;.,;,,,;i<;~,t:-,1,..;:ce,,,,,;;,:,,;:c'ii, 1 :,i+i"'"""1~1 passu or junior to the Debentures) from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture,,.,,,:,; "'"f':';'!,,,,,,,., 3,0,,:,t., ;, tt:,,;,,,,,.j½,")i ho Id e rs/ D e be n tu re T ru st e e. rc~,,,,;,..,.,,,,,>,,~..,,..,,,,,,,.,,,,,,.,,,,.,,,,,.~ 0, '"'.. /",';"t"',: "'," H,,,,,,, 1 Also, Borrower needs to intimate along with CA Certificate for creating/ceding,,:,,;.,,,,,:,s'""'""ifiti.,,tl pari-passu charge for further borrowing on the security which is already Hypothecated/ Assigned/ Mortgaged in favour of Trustee in respect of NCDs as defined in the Debenture Trust Deed, subject to maintaining minimum 1.25 times security cover being during currency of the Debentures. During the tenor of the NCDs the company may change the Rating Agency with prior written consent of the Debenture Holder: Other conditions as more particularly detailed in Debenture Trust Deed The obligations of the Issuer under the Issue Documentation will constitute direct, senior, secured and unconditional obligation f the 29

30 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Transaction Documents Including but not limited to the following documents: 1. Debenture Trust Deed Information Memorandum deed of hypothecation (if any) Debenture Trustee Appointment Agreement Any other documentation as may be desired by the Debenture Trustee and mutually agreed with Borrower As per Debenture Trust Deed The Issuer shall ensure that the following documents are executed/ activities are completed: 1. Credit of demat account(s) of the allottee(s) by the number of Bonds allotted 2. Execution of Debenture Trust Deed and other Issue Documents for creation of security within time frame prescribed in the relevant regulations/ act/ rules etc. Listing of NCDs within 15 days from Deemed Date of Allotment Receipt by the Issuer of all relevant consents {corporate, shareholder, regulatory and consents of existing lenders and other government authorities, if any) towards creation and perfection of the Security to the satisfaction of the Debenture Trustee; Legal opinions (including opinion confirming enforceability of the Issue Document/documents related to the Security) As per Debenture Trust Deed Events of Default appropriate for an Issue of this nature, including but not limited to: 1. Failure to pay the amounts due under the NCDs (save for technical default which is not remedied within a maximum period of 5 Business days): 2. Failure on part of the Issuer to comply with any of its obligations under any Debenture Documents other than outlined hereunder to which it is a party and the same, if capable of remedy, is not remedied within 15 (five) days of failure by the Issuer to comply with such obligations, or a waiver is not obtained by the Issuer from the Debenture Trustee; 3. Invalid security or Security in jeopardy 4. Unlawfulness or unenforceability of security 5. Representations or Warranties are found to be untrue or misleading when made. 6. Any order is passed in respect of Insolvency, Winding Up, or Insolvency Proceedings of Issuer or its subsidiaries: 7. Any application/petition for Winding up of the Issuer, including initiation of any proceedings for winding up or for attachment, which has not be stayed or dismissed within 90 days of initiation of the proceedings. B. Failure to list or cessation of listing or suspension of trading of the NCDs on the BSE, (save for technical default which is not remedies within a maximum period of 3 Business days) 9. Breach of covenants or other obligations unless a waiver is obtained by the issuer from the trustee, 10. The Government of India or any other relevant governmental authority declares a general moratorium or "standstill" in respect of the payment or repayment of any financial indebtedness owed by the Issuer; 11. Any governmental or other authority (whether de jure or de facto) nationalizes, compulsorily acquires, expropriates or seizes all or any part of the business or assets of the Company 12. Cross default for indebtedness of the Issuer exceeding Rs.650 Crores; 13. Cessation of business of Issuer 14. Repudiation oflssuer 15. Unlawfulness of Issuer; 16. Material adverse change suspension/revocation/cancellation of any licenses/ permits/ leases necessary for carrying on the business of the Issuer or asset companies, for which is stay order or approval in not obtained beyond a period of 30 days. 17. Cessation of business of Issuer or gives notice of their intention to do so; 30

31 Private e Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Consequence of EOD/ breach of any covenants including any financial covenants: In case of EOD B breach of any covenants including any Financial Covenants leading to an EOD, the NCO shall become forthwith payable. In addition to the above, upon the occurrence of an Event of Default the Debenture Trustee shall have the right, to: (a) enforce any Security created pursuant to the Security Documents in accordance with the terms thereof; and/or (b) appoint a nominee director on behalf of all the Debenture Holders/Secured Lenders of the company; and/or (c) exercise such other rights and remedies as may be available to the Debenture Trustee under Applicable Law and/or the Financing Documents The Issuer will ensure that all authorizations/regulatory approvals and statutory approvals that pertain to this transaction will be in place prior to the issue of the NCDs. including. without limitation. Trustee consent. and any authorizations or approvals under the Companies Act, 1956/2013, and the SEBI (Disclosure and Investor Protection) Guidelines. 2000, each as amended from time to time, or any other relevant regulation. The Issuer will create a debenture redemption reserve in accordance with relevant regulations. All payments shall be subject to tax deduction at source as applicable under the Income Tax Act. 1961, and such tax deduction shall be made by the Issuer unless a tax exemption certificate/document is lodged at the registered office of the Issuer before relevant record date in respect of a Coupon Payment Date, or any other relevant date. Documentation shall be in form and substance customary for transactions of this nature and satisfactory to all parties. including, but not limited to, a Debenture Trust Deed and Placement/Information Memorandum containing conditions precedent, representations and warranties, covenants, events of default, material adv_erse change, cross default, provision of information on request of any holder of the NCDs. and default interest and any other terms and conditions that may be providep for in the above documentation or any other documentation as may be required by the Debenture Trustee. As per Debenture Trust Deed All other expenses viz. stamp duty of issuance. legal fees. trustee fee. registrar fee etc. will be to the account of the Issuer. lndiarrlaws:non exclusive jurisdiction of the courts of Mumbai 31

32 Private e. Confidential - For Private Circulation Only (This lnfotmation Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Issue Schedule Date of Opening: October Date of Closing: October 31, 2017 Deemed Date of Allotment: October Illustration of Cash Flows from the Debentures As per SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November , the cash flows emanating from the Debentures are mentioned below by way of an illustration. Issuer Adani Ports and Special Economic Zone Limited Face Value (per Debenture) Rs. 10,00,000/- per Debenture Number of Debentures 16,000 Date of Allotment Redemption Date Date No. of Units , , ,334 Coupon Rate 7.65% p.a Frequency of the Interest Payment with specified Annual dates October October 31, 2019 October 31, 2020 November 01, 2021 October October 31, 2023 October 31, 2024 October October 31, 2026 October 30, 2027 Day Count Convention Actual/Actual Cash Flows for NCDs Cash Flow Date Actual No of No. of days in Amount Days Coupon Period (in Rupees Crores) 1st Coupon Wednesday, October 31, nd Coupon Thursday, October rd Coupon Saturday, October th Coupon Monday, November th Coupon Monday, October th Coupon Tuesday, October th Coupon Thursday, October 31, th Coupon Friday, October Principal Friday, October th Coupon Saturday, October Principal Saturday, October 31, th Coupon Saturday, October 30, Principal Saturday, October 30, 2027 i TOTAL 2, Notes: "The Cash Flow displayed above is calculated per bond (face value of Rs. 10,00,000}. " The Cash Flow is calculated considering year and 2024 as Leap years. Hence number of days taken as 366 days for interest calculations. (,4s per SEBI Circular no CIRIIMDIDF-11122/2016). "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 srtrity. Circular Dated November 11, 2016). \J 32

33 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus} * If the date of payment of interest happens to be ;I'd or 4 th Saturday of the month, the Interest payment will be made on the next working day with Interest for the intervening period * If the maturity date falls on Sunday or on holiday. the redemption proceeds shall be paid on the previous working day. (As per SEBI Circular Dated November 71, 2016). * The cash flow has been prepared based on the best available information on holidays and could further undergo change(s) in case of any scheduled and unscheduled holiday(s) and/or changes in money market settlement day conventions by the Reserve bank of India/ SEBI. * Interest payments are rounded-off to nearest rupee as per the FIMMDA 'Handbook on market practices'. Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard. Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue: Not Applicable Principal terms of the assets charged as security, if any The debentures shall be secured by of first pari-passu charge in the form of Hypothecation/ Assignment/ Mortgage.on the Fixed Assets( Freehold land. Building, Plant and Machinery and Marine structure) of Adani Hazira Port Private Limited. Subsidiary of APSEZ so as to provide security of minimum 1.25 times on outstanding book value basis during tenure of NCDs. 33

34 Private e Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. Nil b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the 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 There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter. c. Remuneration of directors (during the current year and last three financial years); (Rs in crores) Directors FY FY FY Mr. Gautam S. Adani Dr. Malay Mahadevia Mr. Sudipta Bhattacharya" " Ceased as Whole Time Director w.e.f d. Related party transactions entered during the last three Adopted Financial results by Shareholders immediately preceding the year of circulation of Offer Letter including with regard to loans made or, guarantees given or securities provided: As per Annexure D e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of 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: Nil f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Offer Letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Offer Letter and if so, section-wise details thereof for the company and all of its subsidiaries Nil g. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company Nil 34

35 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer The capital structure of the Company as on date of this Information Memorandum is provided below: Share Capital Rs in crores! A. Authorized Share Capital 4,975,000,000 Equity Shares of Rs. 2 each ,000,000 Non-Cumulative Redeemable Preference Shares of Rs each B. Issued, Subscribed and Paid-up Share Capital 2,070,951,761 Equity Shares of Rs. 2 each , Non-Cumulative Redeemable'Preferelice Shares of Rs. 10 each 2.81 C. Preselit Issue Issue of debentures at face value of Rs. 10,00,000 each, aggregating to not more than Rs Crores. D. Share/Security Premium Account Before the lssue After the Issue As on date of this Information Memorandum, the Company has no convertible instruments outstanding. The paid-up share capital after this Issue is Rs Crores Changes in capital structure of. the Issuer as on last quarter end, for the last 5 years Date of Change (AGM/EGM),. Rs. Particular AGAA August 21, crores The Authorised Share Capital of the Company was altered from Rs crores divided into 99,50,00,000 equity shares of Rs. 10 each and 50,00,000 Non- Cumulative Redeemable Preference Shares of Rs. 10 each by way of split of equity shares to 497,50,00,000 (Equity Shares of Rs. 2 each and 50,00,000 Non- Cumulative Redeemable Preference Shares of Rs. 10 each 35

36 Private P, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus} Equity share capital history of the Issuer as on 31st March, 2017 I Date of No. of Equity Face Issue Nature Reason for Cumulative Cumulative Cumulative Allotment Share Value Price of Allotment No. of Equity Paid-up Equity Share (Rs.) (Rs.) Consid Shares share capital Premium Rs.) eration (Rs.) May 28, 7, Cash Subscription 7,000 70,000 Nil 1998 to Memorandum January 28, , Cash Allotment to 106,407,000 1,064,070,000* Nil 1999 Gujarat Port Infrastructure Development Company Limited, Adani Port Limited and others June 28, 27,593, Cash Allotment 134,000,000 1,340,000,000 Nil 2000 AISPL September 6,000, Cash Allotment 140,000, ,000, ,000,000 29, 2000 Unit Trust of India August 26, 40, Allotment pursuant to 180, ** 1,802,144, ,000, scheme of amalgamation between our Company and Adani Port Limited July 1. Equity shares of face value Rs.10 each were sub-divided 901,072,050 1,802,144, ,000, into equity shares of face value Rs.2 each January 31, Equity shares of face value Rs.2 each were consolidated 180, ,144, ,000, into equity shares of face value Rs.10 each February 180,214, Capitali Issuance of 360,428,820 3,604,288,200 Nil 10, ation bonus Equity of Shares in the reserve ratio of 1:1 November 40,250, Cash Initial Public 400,678,820 4,006,788,200 17,727,500,000 21, 2007 Offer September Equity shares of face value Rs.10 each were sub-divided 2,003,394,100 4,006,788,200 Nil 24,2010 into equity shares of face value Rs.2 each June 7, 66,657, Cash Institutional 2,070,051,620 4,140,103,240 27,592,812, Placement Programme June 8, 155,32,61,781 2 Allotment 2,070,951,761* 4,14,19,03,522 Nil 2015 pursuant to Composite Scheme of Arrangement * An initial amount of Rs. 5 per Equity Share was paid upon allotment. The Equity Shares were made fully paid up when the balance amount of Rs.5 per Equity Share was paid on August ; July 31, 2000' September 7, 2000; September 30, 2000; and January As Adani Port Limited was holding 2,000 Equity Shares of the Company at the time of such amalgamation the same were cancelled. *** As Adani Enterprises Limited was holding 155,23,61,640 Equity Shares of the Company at the time of composite scheme of arrangement the same were cancelled. 36

37 Private 8- Ccmfidential - For Private Circulation Only {This Information Memorandum is neither ii Prospectus nor ii Stiltement in Lieu of Prospectus) of Allotm ent Preferenc e Share Natu Reason for Cumulati Cumulativ Cumulative re of Allotment ve No. e Paid-up Share Consi of Equity Premium derat Equity share (Rs.) ion Shares capital (Rs.) March 2,811,03?1 0.01% Non- 10 1,000 Cash Allotment 2,811,037 28,110,370 2,782,926, Cumulative to APIPL, 2004 Redeemable Preference Shares Rs.1Oeach# Adani Enterprise Limited. Adani Agrn and others (1) The Government of Gujarat, one of the holders of our preference shares, has intimated its intention on June 9, 2006 to sell 309,214 Preference Shares held by it in our Company and has appointed an arbitrator/valuer to determine the,pfice/valuation of these preference shares. # The preference shares have been issued for a period of 20 years. The term can be extended by our Company at the time of redemption with the consent of the preference shareholders. The preference shares shall be redeemed at a price of Rs. 1,000 per preference share. 0 37

38 Private e. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Details of the shareholding pattern of the Issuer as on 31st March, 2017 Shareholding pattern of the Issuer Sr. Category of Number Total number of Total shareholding as a Shares Pledged or No shareholder of shares percentage of total otherwise encumbered sharehol number of shares ders Asa As a Number of As a percentage percentage Shares percentage of (A+B) of (A+B+C) (I) (II) (Ill) (IV) (VI) (VII) (VIII) (IX)={VIII) / (IV)*100 (A) Promoter and Promoter Group -1 Indian (a) Central Government/State Government(s) (b) Financial Institutions/ Banks (c) Any Other (specify) Held by respective trustees (beneficial holders family trusts) Gautam s. Adani e, Rajesh S. Adani (on behalf of S. B. Adani Family Trust) Gautam S. Adani e, Priti G. Adani (on behalf of Gautam S. Adani Family Trust) Rajesh S. Adani e, (on behalf of Rajesh S. Adani Family Trust) Bodies Corporate Sub-Total (A)(1) Foreign (a) Government (b) Institutions (c) Foreign Portfolio Investor (d) Any Other(specify) Bodies Corporate Sub-Total (A)(2) (B) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Public Shareholding -1 Institutions N.A N.A (a) Mutual Funds/UT! (b) Venture Capital Funds (c) Alternate Investment Funds (d) Foreign Venture ~ i,t,\- - 38

39 Private 8 Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Capital Investors (e) Foreign Portfolio Investor (f) Financial Institutions/ Banks (g) Insurance Companies (h) Provident Funds/ Pension Funds (i) Any Other (specify) Foreign Institutional Investors Foreign Bank Sub-Total (B)(1) -2 Central Government / State Government(s) I Preside.nt. of India Sub-Total (8)(2) -3 Non-institutions (a) Individuals (b) NBFCs registered with RBI (c) Employee Trusts (d) Overseas Deposirories (noldi'ng.. (e) DRs) figure) (balancing Any Other (specify) Trusts Foreign Na.tionals Hindu Undivided Family Foreign Company Non Resident Indian (Non Repat) Non Resident Indian (Repat) Clearing Member Bodies Corporate Sub-Total (B)(3) Total Public Shareholding (8)= (8)(1)+(8)(2)+ (8)t3)- TOTAt(A)~(B} 4 (C) Shares held by Custodians andagainst which Depository Receipts have been issued 1 Promoter and Promoter Group 2 Public Sub-Total (C) GRANO TOTAL (A)+(8)+(C) N.A N.A N.A N.A 295t175 I 207CY N.A N.A N.A N.A

40 Private 8 Confidential - For Private Circulation Only {This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) List of the top 10 holders of equity shares of the Issuer as on 31 st March, 2017 Sr. No. Particulars I Equity Shares Held (in dematerialized form) as% of total no of Equity Shares Gautambhai Shantilal Adani & Rajeshbhai Shantilal Adani (On 1 behalf of S.B. Adani Family Trust) Parsa Kente Rail Infra LLP Life Insurance Corporation of India Universal Trade And Investments Limited Worldwide Emerging Market Holding Limited Afro Asia Trade And Investments Limited Elara India Opportunities Fund Limited HDFC Trustee Company Ltd - A/C HDFC Mid-Cap Opportunities 8 Fund Cresta Fund Ltd Baytree Investments (Mauritius) Pte Ltd Details of any acquisition or amalgamation of or by the Issuer in the last 1 year 1. Acquisition of The Adani Harbour Services Private Limited: APSEZL has acquired 100% equity stake of The Adani Harbour Services Private Limited (formerly known as TM Harbour Services Private Limited) from TKM Global GmbH, Germany and International Shipping & Logistics FZE, Dubai, pursuant to share purchase agreement signed on 7 th December, 2016, which is engaged in business of marine port services, at a consideration of Rs crores. Details of any reorganization or reconstruction of the Issuer in the last 1 year Composite Scheme of Arrangement The Hon'ble Gujarat High Court vide its Order dated 7th May, 2015 has sanctioned the Composite Scheme of Arrangement between Adani Enterprises Limited (AEL), Adani Ports and Special Economic Zone Limited (APSEZ), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective Shareholders and Creditors pursuant to the provisions of Section 391 to 394 and the other provisions of the Companies Act, 1956 and Companies Act, 2013 ("Scheme"). The Scheme came into effect on 22 nd May, 2015 upon filing certified copies of the orders of the Hon'ble Court of Gujarat sanctioning the Scheme with the Registrar of the Companies, Gujarat at Ahmed a bad. The Scheme with effect from Appointed Date i.e. 1st April inter alia provided for: (i) Demerger of Port Undertaking, Power Undertaking and Transmission Undertaking comprising the undertaking, businesses, activities, operations, assets (movable and immovable) and liabilities of AEL and transfer of the same to APSEZ, APL and ATL respectively. ii) Merger of AMPL into AEL; Scheme of Arrangement The Board of Directors at its meeting held on 14 th February, 2017 has considered and approved the Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited and their respective shareholders and creditors ("Scheme") under sections 230 to 232 of the Companies Act, As per the Scheme, Marine Business Undertaking of the Company will be transferred and vested into The Adani Harbour Services Private Limited on a Slump Sale [section 2 (42C) of the Income-Tax Act, 1961] basis for lump-sum cash consideration. The Scheme is approved by the Hon'ble National Company Tribunal, Ahmedabad Bench on 18 th August, 2017 and the same has been filed with Registrar of Companies, Gujarat on 23 rd August,

41 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Details regarding Auditors of the Company Name Address Auditor Since 19th Floor, Shapath-V, Besides Crown Plaza, Appointed as Auditor Deloitte Haskins 8- Sells LLP S.G. Highway, Ahmedabad in AGAA held on Details of change in the Auditor since last three years Name Address Date of Auditor of the Remarks Appointment:I Company since (in case.... Resignation of resignation) De I oitte M.Has.ki n.5, th floor,shap.athn Sells LLP Besides Crown Plaza, S.G. Higl:tway,.Ahmedabad S RBC&COLLP 20':' Floor, Shivaliklshan Since Bt:Jilding, Nr. C N Vidhyalaya, Ambavadi, Ahmedabad S.R. Batliboi 8-2"" Floor, Shivaliklshan Since Associates LLP Buildi.ng,Nr..C. N Vidhyalaya. Ambavadi, Ahmedabad Details of the borrowings of the Issuer as on 31' t' March ) Detai.ls of sec.ljred Bank/Fl loan facilities (Rs. In Crs; ECB in USD Mn.) Bank Type of Facilityw Qutstanding Amount Security Maturity EXlMBANK -FCL USD Fixed Assets 2020 DZ Bank EGA EUR 24.3 Fixed Assets 2016 HSH Nord Bank EGA EUR Fixed Assets 2021 IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd IDBI Trusteeship Services Ltd. NCD INR Fixed Assets 2026 NCD INR Fixed Assets 2017 NCO INR Fixed Assets 2021 NCO INR 494 Fixed Assets 2023 NC.D INR Fixed Assets 2017 NCO INR 150 Fixed Assets 2019 NCO INR Fixed Assets 2019 NCD lnr 750 Fixed Assets 2019 NCD INR 1300 Fixed Assets 2026 NCD INR 1000 Fixed Assets 2027 Axis Trustee Services Ltd NCD INR Fixed Assets 2018 G,. - - D 41

42 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) IDBI Trusteeship Services Ltd AXIS Bank YES Bank lndsuind Bank Kotak Mahindra Bank NCO LC LC LC LC INR Fixed Assets 2026 USO 5.61 Fixed Assets Various dates USO Fixed Assets Various dates EUR O.OB Fixed Assets Various dates USO 6.72 Fixed Assets Various dates USO 2B.93 Fixed Assets Various dates 2) Details of unsecured Bank/Fl loan facilities as on 31 st March 2017 Lender's name Type of facility Currency Outstanding (Mio} Security Maturity BTMU ECB USO Unsecured 2021 Society Genarale ECB USO Unsecured 2022 Barclays ECB USO Unsecured 2021 FCNR(B) - CITI FCNR(B) USO 35 Unsecured 2017 JBIC- BTMU ECA JPY Unsecured 2019 USO 5 yr Bond USO Notes USO Unsecured 2021 USO 5 yr Bond USO Notes USO 650 Unsecured 2020 IDFC Bank Ltd. LC EUR 0.14 Unsecured Various Dates USO 4.71 Unsecured Various Dates 3} Details of non-convertible debentures as on 31 st March 2017 (Rs. Cr.) Debenture Tenor/Period Coupon Date of Principal Credit Secured/Un Security Series of Maturity Allotment amount Rating secured* outstanding IDBI Trusteeship /05/ AA+ Secured Fixed Assets Services Ltd IDBI Trusteeship /09/ AA- Secured Fixed Assets Services Ltd IDBI Trusteeship /09/ AA(SO) Secured Fixed Assets Services Ltd IDBI Trusteeship /02/ AA- Secured Fixed Assets Services Ltd IDBI Trusteeship /03/ AA+ Secured Fixed Assets Services Ltd IDBI Trusteeship /4/ AA+ Secured Fixed Assets Services Ltd IDBI Trusteeship /02/ AA+ Secured Fixed Assets Services Ltd IDBI Trusteeship /03/ AA+ Secured Fixed Assets Services Ltd Axis Trustee Services Ltd /07/2016 1, AA+ Secured Fixed Assets G '.~~~~i Sti 42

43 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) IDBI Trusteeship I n/ AA+ Secured Fixed Assets Services Ltd I 4) List of the top 10 Debenture Holders of the Issuer as on 31st March, 2017 SN Particulars No, of debentures in demat form 1 Life Insurance Corporation of India 27,940 2 IDFC Bank Limited 7,500.3 HDFC Bank Ltd 6,500 4 HDFC Trustee Company Limited through various scheme 5,200 5 KotakMahindraBank Ltd DH FL Pramerica Trustees Private Urnitecf thrciugh various scheme General Insurance Corporation of India BhartiAxa Life lnsurarice Company Ltd Food Corporation of India CPF Trust NPS Tr ust through various scheme 500 5) Details of the corporate guarantee issued by the Issuer as on 31 st March 2017 SN Company Name Relation of APSEZ Amount 1. Adani international Container Terminal Pvt Ltd. JV Rs Crore 2. Adani CMA Mundra Terminal Pvt Ltd. JV Rs.448 Crores! 3. Karnavati Aviation Private. Limited Subsidiary Rs Crores I 6) Det..ails.0f.the,,comme.rciaLpapers issued by the Issuer as on 31 st March 2017 Amount in Holder Name INR Crore. I Interest rate Term Start Term End HDFC Floating Rate Income Fund DsP sracktocfolffa 5hat.Terrn Fund UTI Money Marker.Fund HDFC Bank Kotak Low Duration Fund Kata k-fmp Series Religare Invesco Ultra Short Term Fund HDFC Bank Reliance Liquid Fund 100 6, Reliance Money Manager Fund Reliance Money Manager Fund AXIS TreasuryAdvantage Furid SBI Ultra Short Term Debt Fund ICICI Prudential FlexibleJncomePlan Religare Invesco Ultra Short Term Fund ICICI Prudential Ultra Short ierm Plan Reliance Money Manager Fund DSP Blackrock Ultra Shot Term Fund irla Sun Life Saving Fund ! G :~ tr 43

44 Private e.. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) 7) Details of any other borrowing of the Issuer (if any, including hybrid debt instruments like FCCBs, optionally convertible debentures or preference Shares as on 31 st March Not Applicable 8) Details of all default(s) and/or delays in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Issuer, in the past 5 years NIL 9) Details of any outstanding borrowings taken and debt securities issued, where taken or issued: (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option Not Applicable 44

45 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in lieu of Prospectus) Abridged Standalone Statement of Profit 8- Loss for the year ended on 31st March 2017 and 31 st March 2016: (Amount in Rs. Cr) Income Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 Revenue from Operations 4, Other Income 1, , Total Income 6, , Expenses Operating Expenses Employ~eBenefits.Expense Depreciation and Amortization Expense Foreigs,1Excbange. (Gain)/ Loss (net) (200.33) Finance Costs -Finance Cost Derivative.(Gain /Loss) (75.30) Other Expenses Total Expenses 2, , Profit.Bef-Ore +ax,... 3, , Tax Expense:...., Current tax Deferred tax Less:Tax (credit) under MAT (571.28) (607.82) Income. tax.. expense Profit for the year 3, , Attributable to: Equity holders of the parent 3, , Other Comprehensive Income! Other Comprehensive income not to be reclassified to profit or loss in subsequent periods: Re-measurement gainsl(losses) on defined 3.56 (1.47) benefit plans Income tax impact (1.23) (0.96) Net Gains onfvtoci Equity Securities..... Income tax impact (1.91) (3.87) Net other comprehensive.income forthe year (net of tax) not to be reclassified. to.. profi.lor loss in.subsequent periods Total Comprehensive Income for the period net of tax 3, ,981;10 Attributable to: Equity holders of the Company 3, , Paid up Equity Share capital (Face value of Rs. 2 each) Earnings per Share - (Face value of Rs. 2 each) Basic and Diluted (in Rs.) (Not Annualised) ~ If 'J'''"'"-"!" 45

46 Private 8 Confidential - For Private Circulation Only {This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Dividends declared by the company in respect of the said three financial years: interest coverage ratio (Standalone) for last three years (Cash profit after tax plus interest paid/interest paid) Dividend has been declared by the Company in respect of the said three financial years. Interest Coverage ratio for last three years: Standalone Parameters I Interest coverage ratio I 46

47 Private e, Confidential For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Standalone Balance Sheet as on 31 t March 2017 and 31 st March 2016: Assets Non-Current Assets Particulars Property, Plant and Equipment Capital work in progress Goodwill Other Intangible Assets Financial assets (i) Investments (ii) Trade Receivables (iii) Loans (iv) Other financial assets Deferred Tax Assets (net) Other"NOn-CurrentAssets Current Assets lnventories Financial assets (i) 1 nvesfrnents (ii) Trade receivables (iii) Customers Bill Discounted (iv) Cash and Cash Equivalents (v) Bank Balances other than (iv} above (vi) Loans (vii) Other Financial Assets Other Current Assets Total.Passe~. Equity And Liabilities Equity Equity Share Capital Other Equity Total Equity attributable to equity holders of the company Non-Current Liabilities Financial Liabilities (i) Borrowings (ii) Other Financial Liabilities Other Non-Current Liabilities As at March 31, , , , , , , , , , , , , , , , As at March 31, , , , ,843.B4 1, , , , , , , , , ,

48 Private p, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Current Liabilities Financial Liabilities (i) Borrowings (ii) Customers Bill Discounted (iii) Trade and Other Payables (iv) Other Financial Liabilities Provisions Liabilities for Current Tax Other Current Liabilities Total Liabilities Total Equity And Liabilities 16, , , , ,28 1, , , , , ,

49 Private l"r Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Standalone Cash Flow as on 31 st March 2017 and 31 st March 2016: (Amount in Rs. Cr) Particulars A. Cash Flow from Operating Activities Net profit before Tax Adjustments for : Depreciation and Amortization Expense Unclaimed Liabilities/ Excess Provision Written Back Amortisation of Cost of Land Lease Amortisation of Amounts received under Long Term Land Lease f Infrastructure Usage Agreements Finance Cost Derivative (Gain)/Loss Unrealised Foreign Exchange Loss Provision for doubtful debts /Advances Finance Income Dividend Income Profit on sale of Current Investment Loss on Sale of Fixed Assets Ope ratingi'rofirbeforeworking Capital Changes Adjustments for : Decrease/ (Increase) in Trade Receivables (Increase)/ Decrease in Inventories Decrease/ (Increase) in Financial Assets (Increase) in Other Assets Increase in Pfovisions Increase/ (Decrease) in Trade and Other Payables (Decrease) in Financial Liabilities Increase/ (Decrease) in Other Liabilities Cash Generated from Operations Direct Taxes (paid) (Net of Refunds) Net Cash flow from Operating Activities For the year ended March 31, , (2.32) 1.84 (50. 91) 7, (200.33) (7,144.67) (2.20) (31. 75) , (398.18) (643.73) , (575.56) 2, For the year ended March 31, , (5.19) 6.09 (50.91) 1, (75.30) (7,094.36) (1.00) (26.03) , (13.37) (208.89) (935.35) (41.02) (129.40) (6.36) 2, (615.67) 1, B. Cash Flow from Investing Activities Purchase Property, Plant and Equipment Deposit given /Received Back against Capital Commitments lmiestments made in Subsidiaries/ Associates Payment/Advance paid towards Acquisition of Subsidiaries Proceed from Sale Investment in Associates and others Inter-corporate Deposit/ Loans given Inter-corporate Deposit/ Loans received back Proceeds from/ (Deposits in) Fixed Deposits with a maturity period of more than 90 days (net) (981.63) (4,378.97) (805.95) (680.92) (506.72) (600.00) (274.01) (302.00) (2,319.81) (297.27) Sale/ (Purchase) of Investments in Mutual Fund (net) Proceeds from Sale of Property, Plant and Equipments Dividend Received Interest Received Net Cash flow used in Investing Activities (735.49) (2.23) (2.88) ,059.38

50 Private fl. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) C. Cash Flow from Financing Activities Proceeds from Long Term Borrowings (Including bond issue proceeds) Repayment of Long Term Borrowings (including Debentures) Proceeds from Short Term Borrowings Repayment of Short Term Borrowings Interest e, Finance Charges Paid (Loss)/ Gain on settlement/cancellation of derivative contracts Payment of Dividend on Equity and Preference Shares Tax on Equity and Preference Share Dividend Paid Net Cash Flow from Financing Activities 4, (601.99) (939.83) 3, , , (986.94) (455.51) (92.74) 1, D. Net Increase in Cash and Cash Equivalents (A+B+C) (150.60) E. Cash and Cash Equivalents at the Beginning of the Year F. Cash and Cash Equivalents at the End of the Year Components of Cash 8- Cash Equivalents Cash on Hand Cheque on hand Balances with Scheduled Banks - On Current Accounts - On Current Accounts Earmarked for unpaid dividend and share application refund money - On Fixed Deposit Accounts Cash and Cash Equivalents at end of the year

51 Private 8 Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Standalone Statement of Profit 8- Loss as on 31 st March 2015 and 31 st March 2014: I For the Year For the Year PARTICULARS ended March ended March 31, , 2014 Revenue from Operations 3, , Other Income Total Revenue 4, , Expenses Operating Expenses , Employee Benefits Expenses Finance Costs Depreciation and Amortization Expense Other Expenses Total Expenses 2, , Profit before.ta>< 2, , Ta>< Expense: - Current Tax (MAT) MAT CreditEntitlement (Incl. additional (510.79) (387.37) MATcredie} - Excess provision of earlier years written back (31.29) Defe'ri-ed'1'ax Charge Profit.for.,tha.year... 2, , Earning per Equity Share (in Rs,) face value.of Rs. 2 each - Basic Diluted

52 Private Pr Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Standalone Balance Sheet as on 31 st March 2015 and 31 st March 2014: PARTICULARS As at March 31, As at March 31, EQUITY AND LIABILITIES SHAREHOLDERS'FUNDS Share Capital Reserves and Surplus 10, , NON-CURRENT LIABILITIES Sub Total 11, , Long-term Borrowings 8, , Deferred Tax Liabilities (Net) Other Long-term Liabilities Long-term Provisions CURRENT LIABILITIES Sub Total 10, , Short-term Borrowings 1, Trade Payables Other Current Liabilities 2, Short-term Provisions ASSETS Sub Total 4, , Total 25, , NON CURRENT ASSETS Fixed assets Tangible Assets 8, , Intangible Assets Capital Work-In-Progress Fixed asset held for sale - - 9, , Non-Current Investments 4, , Loans and Advances 5, , Trade Receivables Other Non-Current Assets CURRENT ASSETS Sub Total 19, , Current Investments Inventories Trade Receivables Cash and Bank Balances Loans and Advances 3, , Other Current Assets Sub Total 5, , Total 25, ,

53 Private & Confidential - For Privatr, Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospr,ctus) Abridged Standalone Cash Flow as on 31 st March 2015 and 31 st March 2014: Particulars A. Cash Flow from Operating Activities For the year I For the year ended ended March March31, , 2014 I Net Profit Before Tax : Adjustment for: I Depreciation e, Amortisation Expense Unclaimed liabilities/excess Provision Written Back (2.02) (5.33} Amortisation of Cost of Land Lease Amortisation of amount received under long term land lease/infrastructure usage Income (50.91) (45.56) Interest Expense Amortisation of Ancillary Finance Cost DeFivative(Gain) (61.34) Unrealised Foreign Exchange Loss Provision for Doubtful Debts/Advances -. Interest Income (705.53) (538.99) Dividencflncbme (10.52) (11.84) Profit on sale of Current Investment - - Loss on Sale of Fixed Assets 1.62 (109.97} Operating Profit Before Working Capital Changes Adjustment For: (Increase)/ Decrease in Trade Recevables (467.28) (Increase)/ Decrease in Inventories (36.43) (55.74) (Increase) in Other Assets (306.54) (Increase) in Loans e, Advances (41.69) (376.11) Increase in Provisions (decrease) in Trade Payables (27.03) Increase in Other Liabilities Cash Generated From Operations Direcnaxes (Pald)(net ofrefonds) """/ "<.2~ _,_.,,,o: '," ;\ --, -. ">' :-_-;, (431.68) (485.73) Net Cash Flow from operating Activities B. Cash Flow From Investing Activities Purch ase of Fixed Assets including Capital Work in Progress 8- capital Advances (467.05) (408.32) Capital Advance Received back i Deposits given against Capital Commitments. Investments made in Subsidiaries/Associates (159.70) (326.11) Investments Made in Non Convertible redeemable Debentures - - Payment/Advance paid toward acquisition of Subsidiaries ( ) - n 4{/3!",,J:. V (,i Refund of Share Application Money ,.. r;:1:lf

54 Private 8 Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Proceed from Sale of investment in Associates and others Inter- Corporate Deposit/loans given ( ) ( ) Inter- Corporate Deposit/loans received back Proceeds from/(deposits in) Fixed Deposits with a maturity period of more than 90 days(net) (304.46) sale/(purchase) of investments in mutual Fund(net) (194.35) Proceeds from sale of Fixed Assets Dividend Received Interest received Proceed from sale of Non Current investment Net cash Flow from Investing Activities ( ) ( ) C. Cash Flow From Financing Activities Proceed from Long Term Borrowings(including Bond Issue Proceeds) Repayment of Long Term Borrowings(lncluding Debentures) (824.89) (489.23) Proceeds from Short term Borrowings Repayment of Short term borrowings (577.48) ( ) Interest e, Finance Charges Paid (707.04) (474.65) (loss)/gain on Settlement/Cancellation of derivative Contracts Cost of Issuance Of Bonds/Debentures and premium paid on redumption of debentures - - Payment of Dividend on Equity e, Preference Shares (206.91) (207.01) Tax on Equity e, Preference Share Dividend paid (35.18) (35.18) Inter Corporate Deposits Received Inter Corporate Deposits Refunded - (570.50) Refund of Share Issue Expense - (9.76) Proceeds From Issue of Equity Net Cash Flows from Financing Activities D. Net Increase in Cash & Cash Equivalents(A+B+C) (462.14) E. Cash & Cash Equivalents at the beginning of the year F. Cash & Cash Equivalents at the end of the year Components of Cash e, cash Equivalents - Cash on Hand Cheque on Hand Balances with Scheduled Banks - On Current Accounts On Current Accounts Enmarked For Unpaid Dividend On Fixed Deposit Accounts Cash & Cash Equivalents at the end of the year {~~1~ ~ t"a :?.:!

55 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Consolidated Statement of Profit e Loss for the year ended 31 st March 2017 e 31 st March 2016: (Amount in Rs. Cr) For the year ended For the year ended Particulars March 31,2017 March 31, ~ Income Revenue from Operations Other Income Finance Income Total Income Expenses Operating Expenses Employee Benefits Expense Depreciation and Amortization Expense Foreign Exchange (Gain)/ Loss (net) Finance Costs - Finance Costs - Derivative (Gain)/Loss Other Expenses Total Expenses Profit ~etq[~_.b<!!.~.c:>f PfO{iJ!)f an il~!:i_q.iilte. a.ndjpi.rit ventures and la~ 8, , , , (277.44) 1, , , , , , , , (69.31) , , Share of profit_of an associate and joint ventures Profit before Tax Tax expense:' Current tax Adjustment of tax relating to earlier periods Deferred tax Less: Tax (credit) under MAT Income tax expense Profit for the Year Attributable to: Equity holders of the parent Non:controlling interests Other Comprehensive Income Other Comprehensive Income not to be reclassified to profit or loss in subsequent periods Re:rtreasorement gains (losses) on defined benefit plans Income tax effect , (770.42) , , (10.02) 4.79 (1.39) , (0.27) (613.60) , , (41.26) (3.35) 1.14 (2.21) Net Gains on FVTOCI Equity Securities Income tax effect (3.97) ~ 55

56 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Total Other Comprehensive Income Total comprehensive income for the year, net of tax , , Attributable to: Equity holders of the parent interests 3, , Paid up Equity Share capital (Face value of Rs. 2 each) Earnings per Share (Face value of Rs. 2 each) Basic and Diluted (in Rs.) (Not Annualised)

57 Private 8- Confidential For Private Circulation Only (This Information Memorandum is neither a Prospectus m;r a Statement in Lieu of Prospectus) Abridged Consolidated Balance Sheet for the year ended 31 st March 2017 e. 31 st March 2016; (Amount in Rs. Cr) Particulars.. As at March 31, 2017 As at March 31, 2016 Assets Non-Current Assets Property, Plant and Equipment Capital work-in-progress Goodwill Other Intangible Assets Financial assets (i) Investments (ii) Trade Receivables (iii) Loans (iv) Loans Joint Venture Entities (v) onrer financial assets Deferred Tax Assets (net) Other.Non-Current Assets Current Assets Inventories Financial assets (i) Investments (ii)trade Receivables (iii)customers' bills discounted (iv) Cash and Cash Equivalents (v) Bank Balances other than (iv) above (vi) Loans (vii) Loans - Joint Venture Entities (\/Ui)J)ther FinapcJ,a!Assets (ix) Depe>~itGh,en for Acgujsitior1 OtherCuffe.nt Assets. Total assets 16, , , , , , , , ,025.n 1, , , , , , , , , , , , , , , , ,

58 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Equity And Liabilities Equity Equity Share Capital Other Equity Total Equity attributable to equity holders of the parent Non-Controlling Interests Total Equity LIABILITIES Non-Current Liabilities Financial Liabilities Provisions (i) Borrowings (ii) Other Financial Liabilities Deferred tax liabilities Other Non-Current Liabilities Current Liabilities Financial Liabilities (i) Borrowings (ii) Customers bills discounted (iii) Trade payables (iv) Other Financial Liabilities Provisions Liabilities for Current Tax(net) Other Current Liabilities , , , , , , , , , , , , , , , , , Total Liabilities Total Equity and Liabilities 25, , , ,

59 Private 8- Confidential - For Private Circulation Only (Thi Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Consolidated Cash Flow for the year ended 31 st march st march 2016: (INR in Crore.) Particulars A. Cash Flow from Operating Activities Net profit before Tax Adjustments for : Depreciation and Amortization Expense Unclaimed Liabilities/ Excess Provision Written Back Amortisation of Cost of Land Lease Amortisation of Amounts received under Long Term land Lease/ Infrastructure Usage Agreements Finance Cost Derivative (Gain)/Loss Unrealised Foreign Exchange Loss Provision for doubtful debts /Advances Finance Income Divipend Income Profit on sale of Current Investment Loss on Sale of.fixed Assets Op'etatiffg"Pr0fit'bl!ft5re W0'rking C a pita I Chang es Adjustments for : Decrease /(Jnctease)jn Trad.e.Receivabl.es (Increase)/ Decrease in Inventories DecreaseI{lncrease}inflnancial Assets (Increase) in Other Assets increase in Pfovislofis lncr~a~e /(Dec[easg) in Trad~ and. Other Payables (Decrease) in Financial Liabilities Increase/ (Decrease) in Other Liabilities Cash Generated from Operations Direct Taxes (paid) (Net of Refunds) Net Cash flow from Operating Activities For the year ended March 31, , (2.32) 1.84 (50.91) (200.33) (1,144.67) (2.20) (31.15) , (398.18) (643.73) , (575.56) 2, For the year ended March 31, , (5.19) 6.09 (50.91) 1, (75.30) (1,094.36) (1.00) (26.03) , (13.37) (208.89) (935.35) (41.02) (129.40) (6.36) 2, (615.67) 1, B. Cash Flow from Investing Activities Purchase Property, Plant and Equipment Depbslt given /Received Back against capital Commitments lnvefstmefits madelnsubsidiafles/ AssOc::iate.s Payrneritf,:'-dvance paidtowards Acq1JJsition.of Subsidiaries... Proceed from Sale Investment in Associates and others lnter-co~pwate [)~p9~it/l,c:ic1ns given Inter-corporate Deposit/ Loans received back Proceeds from/ (Deposits in) Fixed Deposits with a maturity period of more than 90 days (net) Sale/(Purctiase)oftnvestments in Mutual Fund (net) Proceedsfrom.Sale.of PropertyrPlant and Equipments Dividend Received Interest Received Net Cash flow used in Investing Activities (981.63) (4,318.97) (805.95) (680.92) {735.49) (2.23) (6,008.85) 0 (506.72) (600.00) (274.01) (302,00) {2,319.81) (291.27) (2.88) 1.00

60 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu cf Prospectus) C. Cash Flow from Financing Activities Proceeds from Long Term Borrowings (Including bond issue proceeds) Repayment of Long Term Borrowings (including Debentures) Proceeds from Short Term Borrowings Repayment of Short Term Borrowings Interest & Finance Charges Paid (Loss)/ Gain on settlement/cancellation of derivative contracts Payment of Dividend on Equity and Preference Shares Tax on Equity and Preference Share Dividend Paid Net Cash Flow from Financing Activities 4, (601.99) (939.83) 3, , , (986.94) (455.51) (92.74) 1, D. Net Increase in Cash and Cash Equivalents (A+B+C) (150.60) E. Cash and Cash Equivalents at the Beginning of the Year F. Cash and Cash Equivalents at the End of the Year Components of Cash 8- Cash Equivalents Cash on Hand Cheque on hand Balances with Scheduled Banks - On Current Accounts - On Current Accounts Earmarked for unpaid dividend and share application refund money - On Fixed Deposit Accounts Cash and Cash Equivalents at end of the year

61 Private fr Confidential For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Consolidated Statement of Profit 8- Loss for the year ended 31 st March st march 2014:. PARTICULARS For the Year For the Year ended March ended March 31, , 2014 Revenue from Operations 6, , Other Income Total Revenue 6, , Expenses Operating Expenses 1, , Employee Benefits Expense Finance Costs 1, Depreciation and Amortization Expense (Refer note 3.1(a)(ii)) Other Expenses Total Expenses 4, , Profitbefore tax 2, , TaxJ:XR@OSe~.. Current Tax (Including MAT) - Current Tax (MAT}(Refernote?3)- - MAT Credit Entitlement {Incl.additional MAT creditrfefer-note 39.{.u)) Excess provision of earlier years written back - Deferred Tax Charge (526.73) (387.37) (31.29) Profit for the year 2, , Discontinuing operations (Loss) from ordfnary activities attrioutat:ile to discontinued operations.. before tax (Refer Note 41). -. Tax-Expenses: - Current Tax Deferred Tax Charge/ {Credit).. (Loss) after tax from ordinary activities attributable to discontinued operations. - - Gain on sale of discontinued operations (Refer Note 41) - Pr om Afte ttax from disconhnuea operations (BJ.. Add: Share of minority shareholders in loss/(profit) of subsidiaries (10.16) (1.36) Add: Share of (loss) of Associates Net Profit 2, , Basic.. and..diluted...earning0per:.eqult.y..sha1:e,(in... Qs,..,.) face. value of Rs.Rs. 2 eaclih

62 Private e. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Consolidated Balance Sheet for the year ended 31 st March 2015 e, 31 st March 2014: PARTICULARS As at March As at March 31, , 2014 EQUITY AND LIABILITIES SHAREHOLDERS'FUNDS Share Capital Reserves and Surplus 10, , Sub Total 10, , Minority Interest NON-CURRENT LIABILITIES Long-Term Borrowings 13, , Deferred Tax Liabilities (Net) Other Long Term Liabilities Long-Term Provisions CURRENT LIABILITIES Sub Total , Short Term Borrowings 1, Trade Payables Other Current Liabilities 3, Short-Term Provisions Sub Total , Total 32, , ASSETS NON CURRENT ASSETS Fixed assets Tangible assets 17, , Intangible assets Capital work-in-progress 1, , , , Goodwill on consolidation 2, Non-current investments Deferred Tax Assets (net) Loans and Advances 2, , Trade Receivables Other Non-Current Assets CURRENT ASSETS Sub Total 25, , Current Investments Inventories Trade Receivables 1, Cash e, Bank Balances Loans and Advances 3, , Other Current Assets Sub Total 6, , Total 32, , E1 l \':~sawi,~f,o \ k

63 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged Consolidated Cash Flow for the year ended 31't March 2015 e. 31 t march 2014: I I Particulars A. Cash Flow from Operating Activities Net Profit Before Tax Adjustment for: Depreciation e- Amortisation Expense Unclaimed liabilities/excess Provision Written Back Amortisation of Cost of Land Lease Amortisat10n of.amount received under long term land lease/infrastructure usage Income Interest Expense Amortisation of Ancillary Finance Cost Service Line Contribution amortised during the year Unrealised Foreign Exchange Loss Derivative(Gain). Provision for Doubtful Debts/Advances Interest Income Dividend Income Profit on sale of Current Investment Loss on Sale of Fixed Assets Operating Profit Before Working Capital Changes Adjustment For: (Increase)/ Decrease in Trade Receivables (Increase}/ Decrease in Inventories (Increase) in 6i:t1er Assets (Increase) in Loans e- Advances Increase in Provisions (decrease) in Trade Payables Increase in Other Liabilities Cash Generated From Operations Direct taxes (Paid)(net of refunds) Net Cash Flow from operating Activities For the year For the year ended March31, ended March , (42.27) (6.43) (40.89} (38.26) ! (0.19) (0.56) (69.16) (601.04) (544.19) (11.24) (13.61) {7.84) - {110.35) (625.96) (66.19) (71.49) {348.71) {82.34) (274.39) (63.18) (416.89) (486.82) {519.99) Purchase of Fixed Assets including Capital Work in Progress e- capital Advances Capital Advance Received back >... Payment/Advance paid toward acquisition of Subsidiaries Proceed fromsale of investment in Associates and others Inter- Corporate Deposit/loans given Inter- Corporate Deposit/loans received back Proceeds from/(deposits in) Fixed Deposits with a a maturity period of more than 90 days{net) sale/(purchase) of investments in mutual Fund(net) I ( ) ( ) ( ) ( ) ( ) (326.68) (196.93) u ~ e~~il~: w)~f - 63

64 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Proceeds from sale of Fixed Assets Dividend Received Interest received Proceed from sale of Non Current investment Proceed from sale of other Investment Net cash Flow from Investing Activities { ) ( ) C. Cash Flow From Financing Activities Proceed from Long Term Borrowings(including Bond Issue Proceeds) Repayment of Long Term Borrowings(lncluding Debentures) ( ) (716.92) Proceeds from Short term Borrowings Repayment of Short term borrowings (596.60) (514.35) Interest e- Finance Charges Paid ( ) (636.03) (loss)/gain on Settlement/Cancellation of derivative Contracts (77.30) - Inter Corporate Deposits Received Inter Corporate Deposits Refunded - (580.50) Payment of Dividend on Equity e- Preference Shares (206.91) (207.01) Tax on Equity e- Preference Share Dividend paid (35.18) (35.18) Service Line Contribution received Inflow from Minority shareholders Proceeds from Issue of equity shares Payment of share issue Expense - (9.76) Net Cash Flows from Financing Activities (236.53) D. Net Increase in Cash 8- Cash Equivalents{A+B+C) (605.63) E. Cash 8- Cash Equivalents at the beginning of the year E. Cash 8- Cash Equivalents on acquisition of Subsidiary F. Cash 8- Cash Equivalents at the end of the year Components of Cash e- cash Equivalents Cash on Hand Cheque on Hand Balances with Scheduled Banks - On Current Accounts On Current Accounts En marked For Unpaid Dividend On Fixed Deposit Accounts Cash 8- Cash Equivalents at the end of the year # Figures of FY and FY are as per financial statements prepared in accordance with the applicable provisions of Indian Accounting Standards ('Ind AS') prescribed under the Companies (Indian Accounting Standards} Rules, Figures of FY and are as per financial statements prepared as per IGAAP. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company. There have been no significant changes in accounting policies during the year FY except for the changes disclosed in the notes to the financial statements, if any. Also Accounting policies are followed on a consistent basis for the Financial Year and

65 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Abridged version of Latest Limited Review Consolidated and Standalone Financial Information: Standalone Profit 8- Loss statement- Half year ended Half year ended Particulars September 30, 2016 September 30, Income Revenue from operations 2, Other income Finance income Total Income 2, Expenses Operating expenses Employee benefits expense 105,68 Depreciation and amortization expense Finance costs Other expenses TotabExpenses 1, Profit before exceptional items and tax 1, , Exceptional items. Profit before tax 1, Tax exp~nse: Current tax Deferred tax Less: Tax (credit) under MAT (314.41) Income tax expense Profit for the Period 1, Attributable to: Equity holders of the parent 1, Non-controlling interests 2, , , , , (353.35) , , Other Comprehensive Income Resmeasurement gains (losses} on defined (0.74) benefit plans (2.11) Income tax impact (0.73) (0.25) Net other comprehensive income notto be reclassified to (0.49) profit or loss in subsequent periods (1.38) i Total Compreflenslvelncome for the period net of tax 1, , Attributable. to; Equity holders of the parent Non-controlling interests Pala up Eqtili:y share capli:af (Face value of - 2 each) Eamings persriare (i='acevah..le'of 2 each) 8.09 Basic and Diluted (in - ) (Not Annualised)

66 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Consolidated Profit e. Loss Statement - Particulars Half Year ended Half Year ended September 30 September 30,, Income Revenue from operations 4, , Other income Finance income Total income 4, , Expenses Operating expenses 1, Employee benefits expense Depreciation and amortization expense Impairment of non-current assets - - Finance costs Other expenses Share of {profit)/loss of an associate and a joint venture Total expenses 2, , Profit before share of profit of an associate and joint ventures 2, , and tax Share of profit of an associate and joint ventures Profit before tax 2, , Exceptional items - - Profit before tax 2, , Tax expense: Current tax Adjustment of tax relating to earlier periods - - Deferred tax Less: Tax {credit) under MAT {319.07) (357.37) Income tax expense Profit for the Period 1, , Attributable to: Equity holders of the parent 1, , Non-controlling interests 2.70 (25.16) Other Comprehensive Income Re-measurement gains (losses) on defined benefit plans (2.79) (1.69) Income tax effect Net other comprehensive income not to be reclassified to profit (2.06) {1.11) or loss in subsequent periods Total comprehensive income for the period, net of tax 1, , Attributable to: Equity holders of the parent 1, , Non-controlling interests 2.70 (25.16) Paid up Equity Share capital (Face value of Rs. 2 each) Earnings per Share - (Face value of Rs. 2 each) Basic and Diluted (in Rs.) (Not Annualised) I ~;dsr.:~ 66

67 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Standalone Balance Sheet Particulars Assets Non-current assets Property, plant and equipment Capital work in progress Goodwill Other Intangible assets Financial assefs lnvestme nts Trade receivables Loans Other financial assets Deferred tax assets (net) Other non financial assets Current.asse.ts, Inventories Financial assets Investments.. Trade receivables Customers bill biscounted Cash and cash equivalents Bank balances other than above Loans other financrarassets - Other Curr~ri.to,on fin?1nc;jal);1s,sets Total Assets Equity andjia.bjiities. Equity Equity share capital Other equity Total equity Non-current liabilities Financial liabilities Borrowings Other financial liabilities Other non-current liabilities Current liabilities Financial liabilities Borrowings Customers bill discounted Trade and other payables As at As at September 30, 2016 March 31, , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,31 13, , , , ::,,..28 a! };..,,,.'". _,, 67

68 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Other financial liabilities Provisions Net employee defined benefit liabilities Liabilities for current tax Other current liabilities Total liabilities Total Equity and Liabilities 1, , , , , , , , Consolidated Balance Sheet - Particulars Ass~ts Non-current assets Property, plant and equipment Capital work-in-progress Goodwill Other Intangible assets Investments Trade receivables Loans Other financial assets Deferred tax assets (net) Current tax assets (net) Other non financial assets Current assets Inventories Financial assets Investments Trade receivables Customers' bills discounted Cash and cash equivalents Bank balances other than above Loans Other financial assets Other Current non financial assets Total assets Equity and liabilities Equity Equity share capital Other equity As at As at September 30, 2016 March 31, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , Equity component of redeemable preference shares Share premium ~~ , e 68

69 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus 11or a Statement in Lieu of Prospectus) Retained earnings 11, , Non cash distribution liability. Reserves representing unrealised gains/losses Other reserves Equity attributable to equity holders of the 15, , parent Non-controlling interests Total equity 15, , LIABILITIES Non-currentJiabiUties Financial liabilities Born::iwings 15, , Other financial liabilities Government grants.. (d)deferred Revenue Contract liability. Net employei= defined benefit liabilities Deferred tax liabilities ,00 Other non current liabilities 1, , Current.liabilities Financial liabilities 16, , Borrowings , , Customers'billsdiscounted Trade payables Other financial liabilities 2, , Provisions Government grants - Net employee defined benefit liability Liabilities for current tax(net) Other current liabilities , , Total liabilities 24, , Total equity and.liabilities 39, , Any material event /development or change having implications on the financial I credit quality (e.g. any material regulatory proceedings against the Issuer / promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of issue which may affect the issue or the investor's decision to invest/ continue to invest in the debt securities. There is ncimateriaj.eve:nl, cjey1::lqpment.. or.change having implications on the financials or credit quality at the time of the is!:;pe whigh mcly effect. tile Issue or the investor's decision to invest or continue to invest ln the debentures. DetailS'of Borrowing a son 31 st Marcfi" 2017(Standalone) including any other issue of debt securities in past Long Term Borrowing - Rs; 17009'.78 Cr Short Term Borrowings - Rs Cr Interim Accounts, if any Not Applicable 0 69

70 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in lieu of Prospectus) Total NCDs of maturity upto one year outstanding as at 31 st March NCDs of Rs.10,OO,OO0/- each, maturing within a year. Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans 8- debt securities The Company has paid all interest and principal on due dates without any delay. Any conditions relating to tax exemption, capital adequacy etc. to be brought out fully in the documents Not Applicable The following details in case of companies undertaking major expansion or new projects: (a) Cost of the project, with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology, market etc) (e) Risk factors Not Applicable 70

71 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section "Particulars of Offer" above. Below are the general terms and conditions. Issue Issue of the Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each, aggregating Rs Crores on a private placement basis in dematerialized form in one series and Three tranches. Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, as amended from time to time and other applicable laws in this regards. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its. consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities. IDBI Trusteeship Services Limited has granted its consent for appointment has given its consent vide its letter dated issued to the Issuer, for being appointed as the Debenture Trustee for the Issue of Debentures. The copy of the consent letter from IDBI Trustee Services Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E. The de;~iledcrating rat,i~nale(s)adopted (not older than one. year on the date of opening of the issue) and the credit rating. letter fssued;frtot''ofde"rtffanone m'otrth1jrrtti~'oate' of openin9"of the issuerby the rating agencies sh all oe aiscf'ci'!iea: IC RA-Limited has assigned "ICRA AA+ (Stable)" rating to these Debentures by a letter dated Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above rating is not a recommendation to buy, sell or hold the Debentures or other securities and investors should take theif own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating ag!:!ncies and.each rating should be evaluated independently of any other rating. The ratings obtained are subjectto revision at.any.point.of.time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis.of new information etc. If the~e<;llfjt,yj; g~i;jq~q.,pyj..9\j~j;i;lntg!:!,.i;ir lettgcof comfort or any other document or letter with similar intent, a copy of the sarne shall be disclosed..in case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines): the same shall be disclosed lri the offer document. Not a pplit:able Copy of consent fetter from the Debenture Trustee shall be disclosed. The Issuer confirms that IDBI trustee Services limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 21.09;2017 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Information Memorandum with BSE. Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of theconsentletter,.. from,idbi trusteeship Services limited to act as Trustee for and on behalf of the holders of Debenturesis-enclosed_as.Annexure E. Names of alt the recognized stock exthanges where the Debentures are proposed to be listed clearly indicating the de:~jsn"lt~d.,,s.t:1;1,c.ck.~)!(~bii!jls,g, _. The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited. The details of BSE Limited are as below: The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai

72 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Phone: /4 Fax: Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard. Issue/instrument specified regulations relevant details (Companies Act, RBI guidelines, etc): SEBI vide its circular CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI vide its circular No. 89 dated March 1, 2012 had decided that a SEBI registered Flis/sub-accounts of Flis can now invest in primary issues of non-convertible debentures (NCDs)/bonds only if listing of such NCDs/bonds is committed to be done within 15 days of issue. In case the NCDs/bonds issued to the SEBI registered Flis/sub-accounts of Flis are not listed within 15 days of issuance to the SEBI registered Flis/sub- accounts of Flis, for any reason, then the FIi/sub-account of FIi shall immediately dispose of these NCDs/bonds either by way of sale to a third party or to the Issuer. As per the provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2074, a foreign portfolio investor shall invest only in the Securities in the primary and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India. The Issuer hereby undertakes that in case the Debentures are not listed within 75 days of issuance (the "Listing Period") to the SEBI registered Flis/ sub-accounts of Flis, for any reason, the Issuer shall on the next Business Day on expiry of the Listing Period redeem / buyback the Debentures from the Flis/sub- accounts of Flis or shall arrange for a third party to purchase such Debentures. Application Process: 1) How to apply Only 'Eligible Investors' as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant's bank, type of account and account number must be duly completed by the applicant. 2) Payment instructions The debenture application money must be remitted to the Company's bank account as per the details given below, by NEFT / RTGS: Bank Name & Address Beneficiary Name IFSC Code Bank Account No. Axis Bank Limited, Adani Ports and Lokhandwala-Andheri Special Economic UTIB Branch Zone Limited Type of Account Current Account 3) Submission of completed Application Form All applications duly completed accompanied by account payee cheques/ drafts/ application money/ transfer instructions from the respective investor's account to the account of the Issuer. shall be submitted at the registered office of the Issuer. 4) Who can apply Only Eligible Investors. individually addressed through direct communication by the Issuer, are eligible to apply for this private placement of Debentures. No other person may apply. Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Information Memorandum and its contents should not be construed to be a prosj:!~, the Companies Act.. ~ 1,r} ';~'' --.;,<,,, 72

73 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus rtor a Statement in Lieu of Prospectus) This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, are: (a) Companies, body corporate and societies, authorized to invest in debentures; (b) Insurance companies and trusts authorized to invest in debentures; (c) Commercial banks, Financial Institutions, Co-operative Banks, Regional rural banks etc. (d) Non-banking finance companies and residuary non-banking finance companies; (e) Mutual Funds (f) Provident Fund and Chit Fund (g) SEBI registered Flis and sub-accounts of Flis; and (h) Any other investor authorized to invest.in these Debentures. Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to peruse the Debenture Trust Deed and further ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. 5) Application Procedure Potential investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the issue opening date and the issue closing date (both dates lnclustve}. Ttre tssueneserves the r!ghtto close the Issue at an earlier date upon the issue bern g fully subscrioed. 6) Besis,ofA/lotment Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Adani Ports and Special Economic Zone Limited by the Deemed Date of Allotment. 7) Applications to be accompanied with bank account details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of all amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS/NEFT. 8) Apptlcatlbns undetpower of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate or document, if any, must be lodged along with the submission of the completed Application Form. Further modifications or additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitablecommunication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy. thereof along with memorandum and Articles and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the ap_plicatlon~faijtog.wbicb,.thejssuer reserves the full, unqualified and absolute right to accept or reject anyai:rnlicc1jion in wbpje. or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. In case of an application made by mutual funds, Flis and sub-accounts of Flis. a certified true copy of their SEBI registration certificate must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any rea ~ 73

74 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) 9) PAN Number Every applicant should mention its Permanent Account Number ("PAN") allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be considered incomplete and are liable to be rejected. 10) Issue Programme(Tentative) Issue Opening Date Issue Closing Date Deemed Date of Allotment The Issuer reserves the right to change the Issue time table, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons therefore or prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum. 11) Depository Arrangements The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form. 12) Debentures held in Dematerialized form The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment. The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form. The depository participant's name, depository participant identification number and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the investor. 13) List of Beneficiaries The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date. This shall be the list, which will be used for repayment of redemption monies, as the case may be. 14) Trustee for the Debenture Holder(s) The Issuer has appointed IDBI trusteeship Services limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) with regard to repayment of principal and redemption premium and will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holders and the manner of enforcement thereof. 15) Sharing of Information The Issuer may, subject to applicable law, exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with credit bureaus, agencies and statutory bodies, as may be required and the Issuer shall not be liable for use of the aforesaid information. 16) Debenture Holder not a Shareholder The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders of the Issuer. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the s~?~!~~the Issuer. t') ~'..,,<., '\\ ~:co,>sso)i 74

75 Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus rior a Statement in Lieu of Prospectus) 17} Splitting and Consolidation Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture. 18} Notices Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed. 19} Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard. 20} Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), 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 a 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 the production of the probate orlett~r of administration or other legal representation, in order to recognize such holder as being entitled to the Deb'e nt:ure(s) standing tn the name ofthe concerned DetrentoreHotder on production of sufffcient documentary proof or indemnity. 21} Mode o,-.transfer/transmission ofdebentures The Debentures shall be transferable freely to all classes of Eligible Investors. The Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable provisions of the Companies Act, 1956, the Companies Act, 2013 and other applicable laws. The provisions relating to transfer, transmission and other related matters in respect of the shares of the Issuer contained in the Articles of the Issuer, the Companies Act, 1956 and the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by NSDL and CDSL and the relevant depository participants of the transferor or transferee and any other applicable laws and rules notjfjed.jn respecj thereof. The tran!:iferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, redemption will be made to the person, whose name appears in the register of Debenture Holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The ndhnal proc::el:iure followe d for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer's depository participant account to his depository participant. Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only. 22} Purchase andsaleofdebenturesby.the Issuer Thelssuer may,.atany time and from time to time, purchase Debentures at the price available in the debt market..in acco~dance.. witb applicable Jaw. Such Debentures may, at the option of the Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit anc:las.pecmittejlbyjaw.jn Jh~, event.of.p1.irchase. of Debentures by the Issuer, the Issuer will not be entjtl~d to anypf the rights ilnd prjvljeg~s.avajjable to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders. 23} Effect pf Holiciay~ Should any of the dates defined above or elsewhere in this Information Memorandum other than the Deemed Date of Allotment, fall on a Sunday or is not a Business Day, the precedin Day) for Principal payments and next day (Business Day) for Interest payments s 75

76 Privatl! r, Confidential - For Privatl! Circulation Only (This Information Memorandum is neither a Prospectus nor a Stateml!nt in Lieu of Prospectus) effective date(s). In case the Record Date/ book closure date falls on a Sunday or is not a Business Day, the day prior to the said date shall be the Record Date/ book closure date. 24} Allotment Intimation The Debentures will be allotted to investor in dematerialized form and will be directly credited to the beneficiary account as given in the Application Form after verification. 25} Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. 26) Record Date The record date for repayment of redemption amount shall be 15 Days prior to the date of redemption of such Debentures, the date of payment of interest or the redemption date. 27} Re-issue of Debentures Where the Issuer has redeemed such Debentures, subject to the provisions of the Companies Act and other applicable provisions, the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Issuer shall have the power to re-issue such Debentures, subject to the representations, warranties and covenants of the Issuer under the Debenture Trust Deed being met, either by re-issuing the same Debentures or by issuing other Debentures in their place. 28) Refunds For applicants whose applications have been rejected or allotted in part. refund orders will be dispatched within 7 days from the Deemed Date of Allotment of the Debentures. ln case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) Business Days, the entire amount will be refunded to the Debenture Holders. 29) Payment on Redemption Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS/NEFT system/ funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiaries' name and account number. address, bank details and depository participant's identification number given by the Depositories to the Issuer and the Registrar and Transfer Agents on the Record Date. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the register of Debenture Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL and CDSL and accordingly the account of the Debenture Holder(s) with NSDL and/or CDSL, as the case may be, will be adjusted. The Issuer's liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Issuer will not be liable to pay any compensation from the dates of such redemption. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. 76

77 Private & Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER By the very nature and volume of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. However. copies of these contracts referred below may be inspected at the Registered Office of the Issuer between am and 2.00 pm on any Business Day until the issue closing date. 1. Memorandum and Articles of the Issuer; 2. Certified true copy of the resolution passed by the Board dated 5 th August, 2014, 2 nd November, 2015 and 25 th October, 2016 approving the issue of Debentures; 3. Certified true copy of the Special resolutions passed by the shareholders of the Issuer under Section 42 and 71 of the Companies Act, 2013: 4. Copies of the annual reports of the Issuer for the last three years: 5. Rating letter from the Rating Agency; 5. Consent letter dated given by IDBI Trusteeship Services Limited for acting as trustee for the Debentures offered under this Issue; 7. Debenture Trustee Agreement dated entered into between the Issuer and the Debenture Trustee; 77

78 Private f, Confidential - For Private Circulation Only (This Information Memorandum Is neither a Prospe~tus nor a Statement in Lieu of Prospectus} DECLARATION a, The Company has complied with the provisions of the Act and the rules made thereunder; b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of the Debentures, if applicable, is guaranteed by the Central Government; and c. The monies received under the Issue shall be used only for the purposes and objects indicated in the Offer Letter. am authorized by the Board of Directors of the Company vide resolution dated 6 th August, 2014 and 25 th October 2016 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles. It is further declared and verified that all the required attachments have been completely, correctly and legibly 1 attached to this form. Fa<, Adan! Ports S eclal Economic Zone Limited Signature \: \ \ Name :. Ravi Designation Place Date : Chief Financial officer : Ahmedabad :

79 Private e, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus llqj.a.statement in Lieu of Prospectus) ANNEXURES A. Credit Rating Letter B. Application Form C. Contingent liabilities of the Company D. Related Party Transactions E. Consent letter of Debenture Trustee F. Consent letter of Registrar and Transfer Agent G. Copy of Board Resolution H. Copy of Shareholders' Resolution 0 79

80 CONFIDENTIAL Ref No: /AHM/380 October 24, 2017 Mr. B. Ravi Chief Financial Officer Mis Adan! Ports and Special Economic Zone Limited Adan! House Near Mithakali Circle Navrangpura, Ahmadabad Dear Sir, Re: ICRA Credit Rating for Rs 7000 crore Non Convertible Debenture (NCO} Programme of Adani Ports and Special Economic Zone Limited (APSEZL) (instrument details In Annexure) Please refer to your request dated October 24, 2017 for revalidating the rating letter issued for the captioned programme. We confirm that the (ICRA]AA+(pronounced'8s lcra double A plus) rating assigned to your captioned programme and last communicated to you vide Mr letts"r tlatetl'septemt1er5, 201Tstands: Instruments with [ICRA]AA rating are considered to have high degree of safely regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Within this category modifiers r+" (plus) / - "(minus)}'canbe used'withtherating symbots;the modifiers reflect the comparative standing within the category. The other terms and conditions for the credit rating of the aforementioned instrument shall remain the same vide our letter Ref No: /AHM/307 daled September 5, 20-ff We look forward to further strengthening our existing relationship and assure you of our best services, With kind regards, a:~ Yo~re!y. An~if'Paler Assistant Vice President Co head- Corporate Ratings ankit:patet{gticraindia:c:ont. / '( (\ / - j ~. i.,..,vj,nt.,,1--t..._:.x.j San ketthakkar Senior Analyst Team Leader- Mid Corporate Group sanketlhakkar@ieraindia.com , SAKAR-11 Ellisbridge Ahmadabad Board: /01 Fax : Web : tnfo@lcraindia.com GIN : L74999Dl1991PLC Regd. Office : 1105, Kallash Building, 11 th Floor, 26, Kasturba Gandhi Marg, New Delhi Tel.: Fax: Corporate Office: Building No. 8, Tower-A, 2 nd Floor, DLF Cyber City, Phase 11, Gurgaon Tel.: Fax: RA.TING O RESEARCH 0 INFORMATION

81 Ann!xure Oetalls of tlcd programms -iniimment _ ::- :~~-~- - 1~~~~'~1 ::::ahle.. -~ - ~:~:-:e~i:annual :_~q;~ : Noo Convertible Debentures 340 instalments commencing tom Soptembor 16. r ::~~ ;~t~ble~ _ I ::;;:;o~~:: ~ !6Jl,!1~~1_ Amount: Rs 490 Cr.!,.L--==---. Non convertible Debentures Receemable at three snnual equal lnstalmen!s, [ICRAIAA+ (Stable)! INE742F ,.., _9_4 _-,..,oo=m-'m~'""'ncinrfrom FebruaJX _ -- j,.,,. ; _!!o~.~vert',ble.deb@ntures 252 Redeemable at aron Jul i ICRA M+ /S:able INE742FD736' '-::Rc-sd.,-ee-m.,..a.,.,bl,-e...,at"'two~a~n~nu~a,.-;I inc'-s'="ta""lm-e-=n1s--,of"'rs,-.-r-:[::ic::ra~j.,.m""+-;-(s"'ta"'b.,.le~) -+"'ln""e7=-:4""2f::::o:::-i-734 6&- Non Convertible Debentures 100 Cr on May & May INE742F respective... tlon Convertlble Debentures..1~ ,-~,deemable al oar on May , J!~RA)_~~1~~~1~L.!_N_E.!.4~~073~2 1:~on Convart<ble Debentures: Redeemable atpa;on Aprii I ~CRAJAA+ (Stab)e)..~NE742f07336 _! l'lon Convertible Debentures 750 _ Redeemabl~ al par on Apr,. 1~ _ ;1cRA_AA+ (~table) INE742F~73~ Non Convertible Debentures Redeemable at ttuee annual equat instalments [ICRA]AA+ (Stable) INE742F07411 ~ '-13"'00-'---l commencing IJom 29th November 2024,.~on ~o~ertible Deb~nM~~ _. - _ ~ ~O - ~~;e~~:i:1!;~;~ e2~~~ :n_stalments_. ['.CRAJ~ TstalileJ- -I-NE742F~~~9 [ Non Convertible Debentures Redeemable in three equal ins\almenls in (ICRAJAA+ (Stable) f -d (Proposed) and ,~~~~ '. j Non Convertib e Debentures 414 OCR.4jM+ (Stable) ',,. - Pro osed!<j.talal40unt RATED 7000 [ICRAjAAt (Stablei_T_,_.

82 Adani Ports and Special Economic Zone Limited Registered Office: Adan I House, Near Mithakhali Six Roads,, Navrangpura, Ahmedabad ; CIN: L63090GJ1998F'LC Telephone: /102; Fax: ; Application Form No. APPLICATION FORM FOR PRIVATE PLACEMENT OF RATED, LISTED, SECURED, REDEEMABLE, NON.CONVERTIBLE DEBENTURES ("THE DEBENTURES") The Board of Directors Dear Sirs, Having read, understood and agreed to the contents and terms and conditions of Adani Ports and Special Economic Zone Limited Disclosure Document dated 25 th October, 2017,!/we hereby apply for allotment to me/us, of the under mentioned Debentures (hereinafter referred to as "Debentures"), out of the Private Placement Issue. I/We irrevocably give my/ our authority and consent to IDBI Trusteeship Services Limited, to act as my/our Trustees and for doing such acts and signing such documents as are necessary to carry out their duties in such capacity. The amount payable on application as shown below is remitted herewith. I/We note that the Board of Directors are entiued In their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever. For Office Use Only Date of Receie of Aprcation I I, I I I 1 1 Date of Clearance of Cheque I/We confirm that I/we have not received and will not receive any commission or brokerage or any other incentive Jn any form, directly or indirectly, for subscribing to the Issue. APPLICANTS DETAILS (PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM) SOLE/FIRST APPLICANT'S NAME IN FULL I I I I I I 1 I I I I I I I I I I I I SECOND APPLICANT'S NAME I I I I I I I I I I I I I I I I I I I THIRD APPLICANTS NAME I I I I I I I I I I I I I I I I I I I I ADDRESS (Do not re1 eat name) Post Box No. alone is not sufficient) I I I I I I I I I I I I I I I I I I I I TEL FAX PIN CODE SOLE/ FIRST 11PPUCANTCAcTEGORY {Tick one) INVES-TMENT DETAILS SIGNATORY/AUTHORISED SIGNATORY D Scheduled0ommercia1Bank Face Value Rs. 10,00,000/- (Rupees Ten Lacs Only) per Debentures D Finar9J.;iJ ln.stit(!tio.n.. Issue Price Rs. 10,00,0001- (Rupees Ten Lacs Only) per Debentures D tnsuranw company Minimum Application 5 Debentures and in multiple of 1 thereafter D Mutual Fund Tenure D Company/Body Corpprate, Amount payable per Debenture (i) Rs. 10,00,000/- D ProyJdentU,JatuitylSuperannuation Fund Trust No. of Debentures Applied For (ii) D Others (please specify) - Total Amount Payable (Rs.) (in fig) (i) x (ii) DETAILS FOR INTEREST PAYMENT/ REDEMPTION (Ref. Instructions) PAYMENT DETAILS RTGS details of Sole/ First Aoolicant Cheque/ Demand Draft No. BankA/cNo. Dated Name offhe'baiil<" Drawn on (Name of the Bank) Address of the Branch Branch Banker's IESC.Code Applicants can.alternatively rem1tlhe1r app1jcat1on money through RTGS to Axis Bank Ltd. at Lokhandwala - Andherl Branch havmg IFSC code number UTIB SOLE/ FIRSTAPPLICANT'S BANK DETAILS (Ref. Instructions} INCOME TAX DETAILS {Ref. Instructions\ Bank Name Sole/ FirstApplicant Second Applicant Third Applicant Branch P.A,N./ G.I.R. NO. City Account Number I.T. Circle/ Ward/ District No. Tl/Pe of Account D Savings o current D Others TO BE FILL.EDINONtYIFTHEAPPCJCANTlSAIIIINSTITUTION INameu1u.v,,v, i I DETAILS FOR ISSUE OF DEBENTURES IN ELECTRONIC/ DEMATERIALISED FORM APPLICANT'S SIGNATUREISI i Depository Name {please tick) D NSbL l D CDSL Sole/ First Applicant I OepositotvPaffli:ifl!ll'ltMam1r ' i,<<7> I DP-ID Number Client-ID....,... Second Applicant I Beneficiary Account Number I Name ofthe Applicant Third Applicant ""-- ' (Tear Here) '* * ,11; ACKNOWLEDGEMENT SI-IP I Adani Ports and Special Economic Zone Limited Registered Office: Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad Telephone: /102; Fax: Received from Address--,:---: ,---,-----,-,---=--.,..---.,...,,.--, an application for Debentures vide Cheque/ Demand Draft No. Drawn on. Dated amounting to Rs. Note: Cheque(s) are subject to realisation. Application Form No. All future communication in connection with this application should be addressed to the Registrars: "Link lntime India Pvt. Ltd." [Address: C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai Tel: , Fax: ] quoting full name of Sole/ First Applicant, Application No., Number of Debentures applied for, Date, Bank and Branch Where the application was submitted and Cheaue/ Demand Draft Number and Jssuina Bank,

83 INSffiRl;JG[l(!)NS, " C i 1. 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. L 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. 2. Application Form must be accompanied payment made by way of electronic transfer of funds through RTGS / NEFT mechanism for credit in the account of Axis Bank Ltd. at Lokhandwala - Andheri Branch having IFSC code number UTIB , Current Account No , MICR code , 3. Outstation cheques, cash, money orders, postal orders and stock invest shall not be accepted. 4. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, applicants are requested to mention the full particulars to their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the bank for credit to the applicant's account. In case the full particulars are not given, cheques will be issued in the name of the applicant at his/ her risk. Alternatively the applicants may furnish their RTGS details for receipt of interest/ redemption amount(s) through RTGS mode. 5. Receipt of applications will be acknowledged by the respective Collecting Branch of the Bank in the "Acknowledgment Slip", appearing below the Application Form. No separate receipt will be issued. 6. All applicants should mention their Permanent Account Number or the GIR number allotted under Income Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided. 7. The application would be acce~ted as per the terms of the Scheme outlined in the Disclosure Document for Private Placement dated 25 h October, 2017.

84 Contingent liabilities of the Company: (a) Contingent Liabilities and commitments as on : ( Standalone) (Rs. in Crore) SN Particulars March 31, 2017 March 31, 2016 April 01, 2015 a. Corporate Guarantees given to banks and 1, , financial institutions against credit facilities availed by the subsidiaries and joint venture entities. Amount outstanding there against crore (previous year 1, crore and April 01, crore) b. Corporate Guarantees given to banks and financial institutions against credit facilities availed br a joint venture entity. Amount outstanding there against NIL (previous year crore and April 01, crore) During there year Joint venture entity has prepaid the loan and release of said corporate guarantee is pending as at year end. c. Corporate Guarantee given to a bank for credit (refer note (n)) (refer note (n)) (refer note (n)) facmtyavajleff by erstwhjle subsidiary company, Mundra Port Pty Limited, Australia read with note.,> (n), betoyv~, (Amoklnt oujstandlng the.re against 2, ecore (pi:eyjous year 3, crore and April 01, , crore) d. Bank.Guarantees anclletter of Credit facilities 1, availed,by the subsidiaries. and joint ventures. against credit facilities sanctioned to the Company. e. Bank Guarantees given to government authorities and banks (also includes DSRA bank guarantees given to bank on behalf of subsidiaries and erstwhile subsidiaries.) f. Civirsnits filetrbyth-ecustorners for retovery of o. 94 o. 94 o. 94 damages. ag~inst certai11 performance obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The mahagenient is reasonably confident that no liability will de:?yoly~ on the Cgrnpa11y,In this regard "and henc:'e no provision IS "made in the books of accounts towards these suits. g. Show cause notices from the Custom Authorities against duty on port related cargo. The Company has given deposit of 0.05 crore (previous year 0.05 crore and April 01, crnre) against the, demarh:i. The management- i S reasonabfy -OenfideAt that no I ia bilitywih devolve onthe Company and hence no liability has beenreeognisedin the books of accounts. h. Customsdepa.rtmentnoticeforwrongtyavaiHng dutybenefirexemptionunderdfcecschemeon import of equipment. The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

85 i. Various show cause notices received from Commissioner/ Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other misc. fixed assets during financial year to The Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of 4.50 crore (previous Year 4.50 crore and April 01, crore) against the demand. The matters are pending before the Supreme Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. During the previous year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year and favourable order from CESTAT against demand in respect of dispute relating to FY to FY (up to Sept 2011). j. Show cause notices received from Commissioner of Customs and Central Excise, Rajkot in respect of levy of service tax on various services provided by the Company and wrong availement of CENVAT credit by the Company during financial year to The matter is currently pending at High Court of Gujarat 6.72 crore (previous Year 6.72 crore and April 01, crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad 0.15 crore (previous Year 0.15 crore and April 01, crore) and Commissioner of Service Tax Ahmedabad 0.03 crore (previous Year 0.03 crore and April 01, crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. k. Commissioner of Customs, Ahmedabad has demanded vide letter no.4/comm./siib/2009 dated 25/11/2009 for recovery of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.), subsidiary of the Company. Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of account

86 I. The Company's tax assessments is completed till assessment year , pending appeals with Appellate Tribunal for Assessment Year to and CIT (Appeals) for Assessment Year and The Company has received a favourable order from Appellate Tribunal for assessment year The management is reasonably confident that no liability will devolve on the Company. refer note (m) below refer note (m) below refer note (m) below m) The Company earns interest income on funds lent to various parties. The Company contends that such interest income are earned from existing and potential business associations and whereby concluded that such interest income has arisen from the Company's business activities and can be netted off with the interest expenditure which are incurred for business purposes while computing the deduction as per the provisions of section 80IAB of the lncome.:rax.act, 1961.The management represent that the the Company's tax assessments is completed till assessment year , pending appeals with Appellate Tribunal for Assessment Year to and CIT (Appeals) for Assessment Year and The Company has received a favourable order from Appellate Tribunal for assessment year Considering the representation of facts in the matter made by the Company, CIT (Appeals) order upholding the claims of the Company for the earlier years, and based on the expert's advice, the management does not expect the tax liabilities to crystallise on certain interest income earned during the subsequent financials years up to March 31, 2017 and accordingly, no provision is required for income tax on such income. Based on this, the Company has accounted higher MAT credit of and crore for year ended March 31, 2017 and year ended March 31, 2016, respectively. Agg(eg9tin!l.higJ,er/\/lAT creoitentitlement of crore as at March 31, 2017 has been accounted in the bo.ciks of the Company. n) The Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point TerminalHoldirrgs Pty Limited ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty ttd ("MPPt")'representing Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Ltd, Singapore during the year ended March 31, The sale of securities transaction was recorded as per- Share Purcnase Agceement ('SPA') entered on March 30, 2013 including subsequent amendments thereto, with a condition to have regulatory and lenders approvals. The Company has all the approvals except in respect ofapproval from one of the lenders who has given specific line of credit to MPPL. The Company received entire sale consideration except AUD Million as on reporting date. The C9mpanyalso has outstanding corporate guarantee to a lender of USO 800 million against line of credit to MPPL, which is still outstanding and has also pledged its entire equity holding of 1,000 equity shar,e~.pfaud 1 ea.c.ti in. MPPL at.the reporting date in favour of lender. Outstanding loan against said corporate. guarantee as on March 31, 2017 is USO million. Since financial year , the Company has received corporate guarantee ('Deed of Indemnity') against above outstanding cor-porate guarantee from Abbot Point Port Holding Pte Limited, Singapore which is effective till discharge of underlying liability.

87 Sr.N o. a b c d e f g (b) Contingent Liabilities and commitments as on : ( Consolidated) Particulars Corporate Guarantees given to banks and financial institutions against credit facilities availed by the jointly controlled entities. Amount outstanding there against crore (previous Year 1, Crore and April crore). During the year Jointly controlled entity has prepaid the loan of crore, however, the release of corporate guarantee against said loan is pending as at year end and the amount is not included in the disclosure. Corporate Guarantee given to a bank for credit facility availed by erstwhile subsidiary company, Mundra Port Pty Limited, Australia read with note (v) below. (Amount outstanding there against 2, crore (previous year 3, crore and April , crore ) Bank Guarantees and Letter of Credit facilities availed by the jointly controlled entities and other group company against credit facilities sanctioned to the company. Bank Guarantees given to government authorities and bank (also includes DSRA bank guarantees given to Bank on behalf of subsidiaries and erstwhile subsidiaries.) Civil suits filed by the Customers for recovery of damages against certain performance obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits. Show cause notices from the Custom Authorities against duty on port related cargo. The Company has given deposit of 0.05 crore (previous year 0.05 crore and April 01, crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts. Customs department notice for wrongly availing duty benefit exemption under DFCEC Scheme on import of equipment. The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company. March 31, Refer note (v) below March 31, , Refer note (v) below (Rs. in Crore) April 01, , Refer note (v) below

88 h Various show cause notices received from Commissioner/ Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad and appeal there of, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other misc. fixed assets during financial year to In similar matter, the Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of crore (previous Year 4.50 crore and April 01, crore) against the demand. These matters are pending before the Supreme. Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Further, during the previous year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year and favourable order from CESTAT against similar demand in respect of dispute relating to FY to FY (up to Sept 2011). Shovl cause notices 'received from Commissioner of Customs and' Cenfral ExcTse,' Ra)l<ot and appeal thereof in respectof levy of service tax on various service$ provjdeff, by ttie Comp,any and wrong availement of CENVAT credit by the Company during financial year to These matter is cur;rently._pendingat.high.court of Gujarat 6.72 crore (previous Year 6.72 crore and April 01, crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad crore (previous Year 0.15 crore,. and April 01, crore) and Commissioner of Service Tax Ahmedabad 0.03 crore (previous Year crore and April 01, crore): The Company has taken an external opinion in the matter based on which the management is of the view that no liabtlityshall arise on the{;ompany: Commissioner of Customs,Ahmedabad has demanded vide letter no.4/comm./siib/2009 dated 25/11//2009 for recovery of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private LimTtect (Formerly Gujarat Adan[ Aviation Private Limited.), subsidiary of the Company. Company has fileil.j111._c1ppk~tji~f9.te\jh 0,½L,J.tg~s~"E><cise. and Se.f\l.iS.::~.. JP~./jPJ:!.eJl.~l!LJCil?YD l[.ag.~10.sljhr:! demand ord.er..,jlle,managj:roggtjs ceci.s.o.na.l;j,ly.. confident that no... lic;1.qij; 2 ty,wilj.dev.pl\te,.r!jjb~~g9mp~11yc1od.jjence no liability has been reco9nized in the books of accounts I< The- Company'$ -tax, assessments, is completed till assessment year" 20t3 14; pendmg appeals with Appellate Tribunal for Assessment Year 2009:.10 to and CIT (Appeals) for Assessment Year and The Company has received a favourable order from Appellate Tribunal for assessment year The management is reasonably confident that no liability will devolve on the Company. Refer note (u) below Refer note (u) below Refer note (u) below

89 In terms of the Show Cause Notice issued to a subsidiary company by the Office of the Commissioner of Customs for a demand of' Crore along with applicable interest and penalty thereon for the differential amount of Customs Duty in respect of import of Bombardier Challenger Cl-600 under Non Scheduled Operation Permit (NSOP) has been raised on the Company. m In terms of the Show Cause cum Demand Notice issued to subsidiary company by the Office of the Commissioner of Customs Preventive Section dated 27/02/2009, a demand of Crore along with applicable interest and penalty thereon for the differential amount of Customs Duty in respect of import of Aircraft Hawker 850 XP under Non Scheduled Operation Permit (NSOP) has been raised on the Company. n National Green Tribunal (Western Zone) Bench, Pune has passed a penalty order in the matter relating to environmental deficiencies observed by the Tribunal in which Subsidiary Company is one of the respondent. As per the order, the Subsidiary Company has deposited crore with the Collector, Surat and has appealed against the order of National Green Tribunal in Supreme Court. The management of the Group is confident that no liability will devolve on the Subsidiary Company in this regard. o Notice received from Superintendent / Commissioner of Service Tax Department and show cause from Directorate General of Central Excise Intelligence for wrong availing of Cenvat Credit /Service tax credit and Education Cess on input services steel and cement on some of the subsidiary companies. The management is of the view that no liability shall arise on the subsidiary companies. p The Subsidiary Company has acquired land of Acre at Kathuwas district, Rajasthan. The Company has paid stamp duty on acquisition of such land. The Collector of stamp duty has raised a demand for additional stamp duty of 0.80 crore on the Company. The Company has filed an appeal against the said demand. Demand has been withdrawn on and liability as on it is Nil q Show cause notice received from Directorate General of Central Excise Intelligence for Non-Payment of Service Tax on Domestic Journey and on certain Foreign Service on reverse base mechanism amounting to 3.03 crore. The subsidiary company had filed appeal with Commissioner of Service Tax e, received order for the same. The subsidiary company has filed an appeal before the Customs. Excise and Service Tax Appellate Tribunal against the order of Commissioner for confir'rnatioll of tax liability of 3.71 crore (including Penalty). The subsidiary company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise. The subsidiary company has paid 0.35 crore under protest. r Statutory claims not acknowledged as debts s Interest claims not acknowledged as debts

90 t (i) Subsidiary company has received order u/s 144 of the Income tax foray for a demand of crore. Company has preferred appeal against the order passed by ITO and Commissioner Appeal. On July 05,2015 Income tax appellate Tribunal (ITAT) has ordered AO to relook in to the case for fresh assessment after giving opportunity to the Company. The Management is reasonably confident that no I liabilities shall arise on the Company (u) The Company earns interest income on funds lent to various parties. The Company contends that such interest income are earned from existing and potential business associations and whereby concluded that such interest income has arisen from the Company's business activities and can be netted off with the interest expenditure which are incurred for business purposes while computing the deduction as per the provisions of section.bojab..of.the Income TaxAct,J961.The management represent that the the Company's tax assessments is completed till assessment year , pending appeals with Appellate Tribunal for Assessment Year to and CIT (Appeals) for Assessment Year and The Company has received a favourable order from Appellate Tribunal for assessment year Considering the representation of facts in the matter made by the Company, CIT (Appeals) order upholding the claims of the Company for the earlier years, and based on the expert's advice, the management does not expect the tax liabilities to crystallise on certain interest income earned during the subsequent financials years up to March and accordingly, no provision is required for income tax on such income. Based on this, the Company has accounted higher MAT credit of and crore for year ended March 31, 2017 and year ended March , respectively. Aggregating higher MAT credit entitlement of crore as at March 31, 2017 (previous year ended March 31, crore) has been accounted in the books of the CompaDY:.,v (v) The Company,hadinitiatedand recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty Ltd.(''MPPL..>!).,re-pr:esentiRg,Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Ltd, Singaporedurlng,theyeaf ended March The sale of securities transaction was recorded as per Share Purchase Agreement ('SPA') entered on March 30, 2013 including subsequent amendments thereto, with a condition to haveregulatoryand lenders approvals. The Company has all the approvals except in respect of approval from one ofthe lenders who has given specific line of credit to MPPL The Company received entire sale consideration extept AtJO Million as on reporting date. The Company also has outstanding corporate guarantee to a lender of USO BOO million against line of credit to MPPL. which is still outstanding and has also pledged-its entire equity holding of 1,000 equity shares of AUD 1 each in MPPL at the reporting date in favourof'lehffer: mn:stanarhg'lc:farlagainst said corporate guarantee as on March 31, 2016 is USO million (previous year USO 453 million). Since financial year , the Company has received corporate guarantee ('Deed of Indemnity') against above outsta'nding corporate guarantee from Abbot Point Port Holding Pte Limited, Singapore which is effective till dis~harge of underlyingjiability.

91 Related party transactions: (a) Related party transactions entered during the last three financial years (standalone) (Rs. in Crore) March March March Category 31, , ,2015 Advance/ Deposit given , Advance/ Deposit Received back/ utilised 800, Commission to Director Commission to Non-Executive Director Corporate Guarantee Given - 448, Corporate Guarantee Given - USO 175 mn USO 75 mn Donation Income from Port Services/ Other Operating Income , Interest Income on loans/ deposits/deferred accounts receivable 712,14 678, Lease e. lnff9 JJ:uc:JuJg L.l-?a9glncome/ Upfront Premium (Includes Revefs I) , Loans GivJ~J'I "" -,. --. _,,,,,... -,,,, ""'",.,, ,,.,.,., , , , Loans Received back 6, , , Purchase of Investment Purchase of Property/ Assets /Land use rights Purchase of'spares ancrctim:nmat5le s.p6wet e. Fuel ,75 Recovery of expenses (Reimbursement) Rent charges paid Sale of Assets Sale of Investment 0,05 1, Sales of Scrap and other Miscellaneous Income 13, ServicesAvailed(including reimbursement of expenses) 103, ,87 Share ApplicatlonMr:fneyPatdttnvestment ,60 659,70 Share Application Money Received Back Sitting Fees Subscription of compulsory convertible debentures/ perpetual convertible debt 3,

92 Closing Balance Advances and Deposits from Customer/ Sale of Assets ,55 Capital Advances Corporate Guarantee USO USO USO Corporate Guarantee Mn Mn Mn USO USO USO Corporate Guarantee (Deed of indemnity received) Mn Mn Mn Loans 7, , , Other Financial 8- Non-Financial Assets 1, , Other Financial 8- Non-Financial Liabilities Trade Payable (including provisions) Trade Receivable Figures being nullified on conversion to Rs. In crore. Notes: 1. The Company has allowed to some of its subsidiaries and joint venture entities to avail non fund based bank guarantee facilities out of its credit facilities. The aggregate of such transaction amount Rs. 1, crore ( previous year Rs crore and April 01, 2015 Rs crore) is not disclosed in above schedule. 2. During the year, the Company has utilised advance given to Adani Enterprises Ltd. Rs. 52 crore for the purpose of acquisition of Non-Controlling interest in two subsidiaries. 3. During previous year company has taken over assets and liabilities as per composite scheme of merger from Adani Enterprises Limited. 4. Pass through transactions/payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

93 (b) Related party transactions entered during the last three financial years (Consolidated) Category March 31, 2017 March 31, 2016 (Rs. In Crore) March 31, 2015 Advance/ Deposit Given , Advance/ Deposit Received Back/Utilised Income from Port Services/ Other Operating Income Interest Income on loans/ deposits/deferred accounts receivable. Lease 8- Infrastructure Usage Income/ Upfront Premium (Inc I u d es.re,\lersa I) 1, , , Loans Given 2, I 1, Purcha seuf-materia~ Purchase of Spares and consumables, Power 8- Fuel Recovery cifl~xj:fefiseff(reimou fsement) Rent charges paid i Service Line contribution Received Services Availed (including reimbursement of expenses) 66, ,27 Sale of Power Purchase of Power Loans ReceJyeQ b,ack 3, , Share Application MoneyPaic:I I\nvestment Purchase of Investment Donation Sale of Assets Purchase of Property/ Assets /Land use rights Remuneration Sale of Redemption of Investment - '"-- ~ i"'i. '!:""' , ,99

94 Commission to Director Commission to Non-Executive Director Sitting Fees Corporate Guarantee Given USO Corporate Guarantee Given - USO 175 Mn Mn Closing Balance: Trade Receivable 1, , Loans , , Capital Advances Trade Payable (including provisions) Advances and Deposits from Customer/ Sale of Assets Other Financial & Non-Financial Assets , Other Financial & Non-Financial Liabilities Corporate Guarantee USD 850 USD1050 USO 965 Corporate Guarantee Million Million Million USD 800 USO 800 USO 800 Corporate Guarantee (Deed of indemnity received) Million Million Million Notes: Figures being nullified on conversion to Rs. In crore. a) The Group has allowed to some of its jointly controlled entities and other group company to avail non fund based bank guarantee facilities out of its credit facilities. The aggregate of such transaction amount Rs crore (Previous year Rs crore and April 01, 2015 Rs crore). b) b) During the year, out of total advance of Rs. 302 crore given to Adani Enterprises Limited for acquisition of equity, the Company has adjusted Rs. 52 crore for the purpose of acquisition of Non-Controlling interest in two subsidiaries and balance amount is received back. c) During previous year, as per composite scheme of arrangement, company has taken over fixed assets of crore, trade payables of Rs crore, trade receivables of Rs crore and loans and advances of Rs crore, from Adani Enterprises Limited. d) Pass through transactions/payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

95 1iJ)BI Tr1U1steeshnp Services ltd CIN : U65991MH2001GOI /ITSL/OP R/CL/17-18/D EB/525 Date: 21-Sep-2017 Adani Ports and Special Economic Zone Limited Adani House, Nr. Mithakhati Six Roads, Navrangpura, Ahmedabad Dear Sir, Subiect: Consent to act as DebentureTrusteeforlisted,SecuredNon-Convertible Debentures (NCDs} aggregating upto Rs crores This is with reference to the discussion we had regarding appointment of IDBI Trusteeship Services Limited as Debenture Trustee for the proposed issue of Debentures aggregating upto Rs crores. In this connection we confirm our acceptance of the assignment. We are agreeable for inclusion of our name as trustee in the offer document/disclosure document or any other authority as required subject to the following conditions: 1. The,.Company shall enter into Written Debenture Trustee Agreement (OTA) for the said issue before the opening of Subscription llst for issue of bonds. 2. The Company agrees and undertakes to create the securities over such of its immovable and moveable prop erties and on such terms and conditions as agreed by the Debentures holders and disclose. in the Information Memorandum or Disclosure Document and execute, the Debenture Trust Deed (DTD) and othet necesspry sec:µrity documents for each series of debentures as approved by the Debenture Trustee, within c period as agreed by us in the Information Memorandum or Disclosure Document in any case not exceeding: months from the date of allotment of bonds. 3. The<::ompany agrees & undertakes to pay to the Debenture Trustees so long as they hold the office of the Bond Trustee, remuneration as stated above for their services as Debenture Trustee in addition to all legal travehng andother costs, cht1rges and expenses which the Debenture Trustee or their officers, employees o agents may incur in relation to execution of the Debenture Trust Deed and all other Documents affecting thi Security till the monies in respect of the Debenture have been fully paid-off and the requisite formalities fa satisfaction of charge in all respects, have been complied with. 4. The Company shall agree & undertake to comply with the provisions of SEBI (Debenture Trustees) Regulationi 1993; SEBI (Issue and listing of Debt Securities) Regulations, 2008, SEBI Circular Ne SEBf/lMDJBVND/1/2009/11/05 dated the 11 th May, 2009 on Simplified Listing Agreement for Debt Securitie read with the SEBI Circular No. SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated the 26 1 h November, 2009 to th e~ot,ihipjifsij;i)$ ig,thi.s,s;:i.s~~jhefompanies Act, 1956 and the Companies Act, 2013, as amended from tim to time and otb!:!capplicab!e provisions and agree to furnish to Trustees such information in terms the sam on. regu!arbasis... Please feel free to contact us for query. For information on our services, visit website Regd. Office : Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai Tel. : o Fax : itsl@idbitrustee.com response@idbitrustee.com Website:

96 Ji:11.JBI Trusteeship Serviices ltd CIN : U65991MH2001GOI Any payment in respect of Debentures required to be made by the Debenture Trustee to a Debenture Holder, who is a Foreign Portfolio Investor ( 11 FPI"), at the time of enforcement would, if required by applicable law, be subject to the prior approval of RBI for such remittance through an Authorised Dealer. The Company/Investor shall obtain all such approvals, if required, to ensure prompt and timely payments to the said Debenture Holder. Such remittance shall not exceed total investment (and interest provided for herein) made by the Debenture Holder (who is an FPI}. looking forward to a fruitful association with you and assuring you of our best services at all times. Thanking you, Yours faithfully, For IDBI Trusteeship Services Limited We accept the above terms For Adani Ports and Special Economic Zone Limited (Authorized Signatory} Please feel free to contact us for query. For information on our services, visit website 1 Regd. Office: Asian Building, Ground Floor 1 17, R. Ka mani Margi Ballard Estate, Mum~ai: Tel. : Fax: " itsl@idbitrustee.com O response@1db1trustee.com Website :

97 \ I ~ e9twt e.. f' Link lntime India Pvt. Ltd. CIN : U67100MH1999PTC1i83Gll C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai Tel.: Fax: +9122,1,grn mumbai@linkintime.co.in Website: October 25, 2017 Adani Ports and Special Economic Zone Limited "Adani House", Nr. Mithakhali Six Roads, I\Javrangpura, Ahmedabad Sub: Consent to act as Registrar to the proposed issuance of Secured Redeemable Non-Convertible Debentures amounting to Rs crores to be issued on private placement basis. Dear Sir/ Madam, We refer to the subject issue and hereby accept our appointment as 'Registrar' for Electronic Connectivity Provider to issue Secured Redeemable Non-Convertible Debentures amounting to Rs crores and give our consent to incorporate our name as "Registrar to the Issue" in the offer documents. Our Permanent SEBI Registration No.: INR Thanking You. Yoursfai~ For Link ~tiqat! 1Jia hav Asst. Vice President - Depository Operations

98 EXTRACT OF THE MINU'TES OF THE BOARD M 'E:ETING OF AOANI PORTS AND SPECIAL. ECONOM IC ZONE UMITEO HELO ON 5 Ttt AUGUST, 2014 AT THE REGISTERED OFFICE OF THE COMPANY 'RESOLVED THAT purs-uam Loche provisions or Section 42, 71. 1i'9 and all olher applicable. provisions. If any. of the Cornµanie, Act read With the. Rules. made cjlereurider, SEBI {Issue and List ing of Oebl Securities} Regulacion!i, 2008, ;is amended from time co tfme and other applicable laws and provisions, If any, subject to approval of shareholol!(s and sucn other ;;,pprovals as may be requirea. tt1e Boan:J of Directors of the Comp;;,ny be and 1s hereby authortzed and shall deemed t o have always bee11 so authorlzed co raise or borrow from trme to time at Its CJ'lsoretlon by furtrer issue of Secured Ncm-Com,ertible Oebenwres (NCO$) up to a limit of Hs 1000 Crores In one 01 more trancnes on prillace placement basts. RESOLVED MJRTH&l THAT the oroceeds i:,r ~l'le NCQs would be utilized ~r t ne r.epaymenl of d ebt. to TTJeeic the work1ng,;apjtal ~ caplt.al exoendlture requirement and for ge11eral corporate pu,pvse.i; suer, d'eoentores would be Issued on Sl.lch terms and conditions as may be f!lutualty a!;l t eeo between the COf1'lfl"il1IY ano the Financial tnstituctons/banks. 'RESOLVED FURTHER THAT Mr. Gautam S. Adan! or Mr. Rajesh S, Adan! or Or, Malay Mahadevia or Mr. Sudipt.a Bhattacharya, Directors of the Company or Mr. 8. Ravi, Chief Flnanclal Officer or Mr, Mano) Chanduka or Mr. Mayur Shat) or Mr. A t ad Somanl or Mr. Haresh Mehta, Authorised Signatories of tbe Company be and are hereljy severally authorised to negotiate, modify, flnalise and accept the terms and condit ions of the sanction letter and to complete all necessary formalities Inter aj\a covering, bi.lt f"\ol l)rn1tect to obtall'l rating of NCOs, appojntrnellt of Debenture Trustee, execution of Debenture: Trusl Deed, listing of NCDs 011 Srotl< Exchanges. openlng of Dernat Account. oper1ir10 of Escfow Acco!Jnt etc.,md to execute all necessary agreements, deeos, t1ocumer1ts. papers etc. in connectior tha.rewitl' a;; i'flay tie ~reed vpon th() Company anel s<1io concej11eo party/parties and to do ail ne~sary acts. detids and tj\lngs related the1eto 011 behalf or the Company ~ESOLVEO F~ THER THAT Financ-e comrnruee of the Boartl be and is heretjsl authori&e>d to allot Se-::urecl No1"1-Co1wenlble Petlel'ltore.s B'ld to do all such act.$. deeo-. ana things as may oe deemed expedle.n ifl /lnection rherewith." RESOLVED FURTHER Tl1AT Mr Gautam S. Adanl or Mr. Ra/esh S. Adani or Or. Malay Manadevlc. or Mr. SudJpta Bhattacharya, 01rectors of the Company or Mr, 8, ~avl, Ch11?f Financial Officer or Capt.. Unmesh Abhyankar or Mr. Manoj Chancfuka or M r. Mayur Shah or Mr, Azad Sorrranl o.t Mr, Mukesh Saxena or M;. Haresti M ehta. Author'1sed Signatories of t he Company be and are hereby.s~verally aumoris.id to create security Jn f>avovr or Oetiencure_ Tn.istees and to execute aji necessa1y a greaments. deeds, d.ocurnents. popers etc, In conneccion therewith as may be agreed upon between tt'le Co111pany and, said concerned party/parties and to do all necessa,y ;icts, aeei,s a nr,1 thil'lll~ relstetj thereto on bet,alf of the Company,' ~Ifni Pol!. " n SDt<AW ~Olt\!C ZOM l U Atl111tl h 6uW Mt MW~1.&t- Ci1t't. i~,..-r,~m,ta /11,,nf(IO_aa,j }S{I 009 o..,,lll M.. ind CIN!,Lf,Jl)90GJ1998PlC034i82 ff '9i 19 2?6 ss.ss iu+311'j.2~~).~f/oc nr9f' ajn11111m W'IWll.a4..~,-eom

99 'RESOLVE:O fl;rther THAT. tre Commo, s~, of tlie Company,,, re.quired, be :ifflm!l 011 the agreements, liocuments ano any t\jtt.her documents an:1 #g.-.omunc:s thac may be re(llllrto In l)fe$eflce of any en" of Mt Ga Jtam S. A(lanl :1, Mr Ra)esh S. Adan, or Dr. Malay Mahadev a o r Mr suo,pta Bhattactiary,. Olme~QI'$ of the Company or M r 8, Rav1. Cnief financ,al Of~cer or capt. Unm1!$l'l Abtiyankar or Mr. M anoj Chanduka or Mr, Mayur Shan or Mr Azad Somari or Mr Mukesh Saxei,a or Mr. Haresh Mehta, l\utnorfseo S1gnato1les or the Company whc; shall sign tt1e same and any 011e of tt\e following A.uthor(sed Slllnatones 11ii, M~ 01r,rl Snah 'Ir Mr Kamlesh Shagla or Mr Kanksh,~ Mu nshi or Mr Anl1h Shah or Mr Prauk Shah or Mr Paresh Patel or Mr, Abhlsf\elt Bansal or Mr M11no) Manltad who i;.r,eu countersign in token thereaf as requlrea by the Articles of Association of t hp i:omoany.n l:dken thereof "RtSOLVEO FURTHER THAT ii OOPt cf U'US resoltut)or. clvfy certified es I) trul! copy by any one of the Director o, Company Seeretacy or'" Com1'111nv be submlueo to the concerned authority/entitles a,nd th!.'y are t,e,eby requo,ttld to rely upon uw authorily of t ne -.;arne-.' Certified True Copy For Adani Ports and Speclal Economic Zone Llmlled JJ ' 1 ;yvv Dlptl Shah COl'l'lpany Secretary A on, '' l\'i "4 &Ptrlfl lconom,c. i..-. u, Ad,.,'1 House ft' M 1thi11Mh.ah CJrc.,.,..,,..,._opur Ah,.!!CUbd $: ljf- Clo-4 \ M0IJ0C 119!lJPLC0Jl1182 A.._, 011..,.,.,..,,,.._ -u.,.,..,?t,i,1~ ~.... "' l\."r.,co!nit-.,..,"..,,... IIC»Y', td'l' Ci,vll,,.,..,.11~~"'" """'.,,.1,,11 :eo 009. Gu111M1. lhdl~

100 adanr EXTRACT OF THE MINUTES OF THE BOARD MEETING OF ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED HELD ON 2No NOVEMBER, 2015 AT THE REGISTERED OFFICE OF THE COMPANY "RESOLVED THAT pursuant to the provisions of Section 42, 71, 179 and all other applicable provisions, if any, of the Companies Act read with the rules made thereunder, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and other applicable laws and provisions, if any and such other approvals as may be required, the Board of Directors of the Company be and is hereby authorized and shall deemed to have always been so authorized to raise or borrow from time to t ime at its discretion by further issue of Secured Non-Convertible Debentures (NCDs) up to a limit of Rs. 5,000 crores (Rupees Five Thousand Crores Only) in one or more tranches on private placement basis." "RESOLVED FURTHER THAT the proceeds of the NCDs would be utilized for the repayment of debt, to meet the working capital 8- capital expenditure requirement and for general corporate purposes and such debentures would be issued on such terms and conditions as may be mutually agreed between the Company and the Financial Institutions/Banks." "RESOLVED FURTHER THAT Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia or Mr. Sudipta Bhattacharya, Directors of the Company or Mr. B. Ravi, Chief Financial Officer or Mr. Manoj Chanduka or Mr. Azad Somani, Authorised Signatories of the Company be and are hereby severally authorised to negotiate, modify, finalise and accept the terms and conditions of the sanction letter and to complete all necessary formalities inter alia covering, but not limited to obtain rating of NCDs, appointment of Debenture Trustee, execution of Debenture Trust Deed, listing of NCDs on Stock Exchanges, opening of Demat Account, opening of Escrow Account etc. and to execute all necessary agreements, deeds, documents, papers etc. in connection therewith as may be agreed upon between the Company and said concerned party/parties and to do all necessary acts, deeds and things related thereto on behalf of the Company." "RESOLVED FURTHER THAT Finance Committee of the Board be and is hereby authorised to allot Secured Non-Convertible Debentures and to do all such acts. deeds and things as may be deemed expedient in connection therewith." "RESOLVED FURTHER THAT Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia or Mr. Sudipta Bhattacharya, Directors of the Company or Mr. B. Ravi, Chief Financial Officer or Capt. Unmesh Abhyankar or Mr. Manoj Chanduka or Mr. Azad Somani or Mr. Mukesh Saxena, Authorised Signatories of the Company be and are hereby severally authorised to create security in favour of Debenture Trustees and to execute all necessary agreements, deeds, documents. papers etc. in connection therewith as may be agreed upon between the Company and said concerned party/parties and to do all necessary acts, deeds and things related thereto on behalf of the Company," Adani Ports and Special Economic Zone Ltd Adani House Nr Mithakhali Circle, Navrangpura Ahmedabad Gujarat, India CIN: L63090GJ1998PLC Tel Fax info@adani.com Registered Office: Adani House, Nr Mithakhali Circle, Navrangpura, Ahmedabad Gujarat, India

101 adanr "RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed in presence of any one of Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia or Mr. Sudipta Bhattacharya, Directors of the Company or Mr. B. Ravi, Chief Financial Officer or Ms. Dipti Shah, Company Secretary or Mr. Manoj Chanduka or Mr. Azad Somani or Mr. Mukesh Saxena or Mr. Kamlesh Bhagia, Authorised Signatories of the Company who shall sign in token thereof as required by the Articles of Association of the Company in token thereof." "RESOLVED FURTHER THAT a copy of this resolution duly certified as a true copy by any one of the Director or Company Secretary of the Company be submitted to the concerned authority/entities and they are hereby requested to rely upon the authority of the same." Dipti Shah Company Secretary Adani Ports and Special Economic Zone Ltd Adani House Nr Mithakhali Circle. Navrangpura Ahmedabad Gujarat, India CIN: L63090GJ1998PLC Tel Fax info@ladani.com Registered Office: Adani House, Nr Mithakhali Circle, Navrangpura. Ahmedabad Gujarat. India

102 I EXTRACT OF THE MINUTES OF THE BOARD MEETING OF ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED HELD ON 25TH OCTOBER, 2016 AT THE REGISTERED OFFICE OF THE COMPANY "RESOLVED THAT pursuant to the provisions of Section 42, 71, 179 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and other applicable laws and provisions, if any and such other approvals as may be required, the Board of Directors of the Company be and is hereby authorized and shall deemed to have always been so authorized to raise or borrow from time to time at its discretion by further issue of Secured Non-Convertible Debentures (NCDs) upto a limit of Rs. 2,000 crores in one or more tranches on private placement basis." "RESOLVED FURTHER THAT the proceeds of the NCDs would be utilized for the repayment of debt, to meet the working capital 8- capital expenditure requirement and for general corporate purposes and such debentures would be issued on such terms and conditions as may be mutually agreed between the Company and the Financial Institutions/Banks." "RESOLVED FURTHER THAT Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia, Directors of the Company or Mr. Karan Adani, Chief Executive Officer or Mr. 8. Ravi, Chief Financial Officer or Mr. Manoj Chanduka or Mr. Azad Somani or Mr. Kunjal Mehta or Mr. Mukesh Saxena or Mr. Manish Agrawal, Authorised Signatories of the Company be and are hereby severally authorised to negotiate, modify, finalise and accept the terms and conditions of the sanction letter and to complete all necessary formalities inter alia covering, but not limited to obtain rating of NCDs, appointment of Debenture Trustee, execution of Debenture Trust Deed, listing of NCDs on Stock Exchanges, opening of Demat Account, opening of Escrow Account etc. and to execute all necessary agreements, deeds, documents, papers etc. in connection therewith as may be agreed upon between the Company and said concerned party/parties and to do all necessary acts, deeds and things related thereto on behalf of the Company." "RESOLVED FURTHER THAT Finance Committee of the Board be and is hereby authorised to allot Secured Non-Convertible Debentures and to do all such acts, deeds and things as may be deemed expedient in connection therewith." "RESOLVED FURTHER THAT Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia, Directors of the Company or Mr. Karan Adani, Chief Executive Officer or Mr. B. Ravi, Chief Financial Officer or Mr. Manoj Chanduka or Mr. Azad Somani or Mr. Kunjal Mehta or Mr. Mukesh Saxena or Mr. Manish Agrawal. Authorised Signatories of the Company be and are hereby severally authorised to create security in favour of Debenture Trustees and to execute all necessary Adani Ports and Special Economic Zone Ltd Adani House Nr Mithakhali Circle, Navrangpura Ahmedabad Gujarat, India CIN: L63090GJ1998PLC Tel Fax info@adani.com Registered Office: Adani House, Nr Mithakhali Circle, Navrangpura, Ahmedabad , Gujarat. India

103 agreements, deeds, documents, papers etc. in connection therewith as may be agreed upon between the Company and said concerned party/parties and to do all necessary acts, deeds and things related thereto on behalf of the Company." "RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed in presence of any one of Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia. Directors of the Company or Mr. Karan Adani, Chief Executive Officer or Mr. B. Ravi, Chief Financial Officer or Ms. Dipti Shah, Company Secretary or Mr. Manoj Chanduka or Mr. Azad Somani or Mr. Kunjal Mehta or Mr. Mukesh Saxena or Mr. Manish Agrawal, Authorised Signatories of the Company who shall sign in token thereof as required by the Articles of Association of the Company in token thereof." "RESOLVED FURTHER THAT a copy of this resolution duly certified as a true copy by any one of the Director or Company Secretary of the Company be submitted to the concerned authority/entities and they are hereby requested to rely upon the authority of the same." Certified True Copy For Adani Ports and Special... r,nn -c'' 1Aroipti Shah Company Secretary Cf:J Zone Limited Adani Ports and Special Economic Zone Ltd Adani House N.r Mithakhali Circle, Navrangpura Ahmedabad Gujarat, India ClN: L63090GJ1998PLC Tel Fax info@adani.com Registered Office: Adani House, Nr Mithakhali Circle. Navrangpura, Ahmedabad , Gujarat. India

104 adanr EXTRACT OF THE MINUTES OF THE 1B 1 H ANNUAL GENERAL MEETING OF THE COMPANY HELO ON 9TH AUGUST, 2017 AT J.B. AUDITORIUM, AHMEDABAD MANAGEMENT ASSOCIATION, AMA COMPLEX, ATIRA, OR. VIKRAM SARABHAI MARG, AHMEOABAO - 3B0015 "RESOLVED THAT pursuant to the provisions of Section 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and pursuant to the provisions of SEBI (Issue and listing of Debt Securities) Regulations, 2008 as amended from time to time and other applicable SEBI regulations and guidelines, the provisions of the Memorandum and Articles of Association of the Company and subject to such other applicable laws. rules and regulations and guidelines, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee which the Board may constitute to exercise its powers, including the powers conferred by this resolution) for making offer(s) or invitation(s) to subscribe redeemable secured/unsecured Non-Convertible Debentures (NCDs) but not limited to subordinated debentures, bonds, and/or other debt securities, etc., on a private placement basis. in one or more tranches, during the period of one year from the date of passing of the Special Resolution by the members, within the overall borrowing limits of the Company, as may be approved by the members from time to time." "RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to determine the terms of issue including the class of investors to whom NCDs are to be issued, time. securities to be offered, the number of I\JCDs, tranches, issue price, tenor, interest rate, premium/ discount, listing and to do all such acts and things and deal with all such matters and take all such steps as may be necessary and to sign and execute any deeds/ documents/ undertakings/ agreements/ papers/ writings as may be required in this regard." Certified True Copy For Adani Ports and Special Economic Zone Limited ~'-/ ~ Oipti Shah Company Secretary Adani Ports and Special Economic Zone Ltd Adani House Nr Mithakhali Circle, Navrangpura Ahmedabad Gujarat, India CIN: L63090GJ1998PLC Tel Fax info@adani.com Registered Office: Adani House, Nr Mithakhali Circle, Navrangpura. Ahmedabad Gujarat. India

105 adanr EXTRACT OF THE MINUTES OF THE 16TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 11TH AUGUST, 2015 AT J. B. AUDITORIUM, AHMEDABAD MANAGEMENT ASSOCIATION, AMA COMPLEX, ATIRA, DR. VIKRAM SARABHAI MARG, AHMEOABAD "RESOLVED THAT in supersession of the resolution passed by the members at the Annual General Meeting held on August and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "Board" which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this resolution) to borrow by way of loan/debentures (whether secured or unsecured) / bonds / deposits/ fund based / non fund based limits/guarantee for the purpose of the business of the Company any sum or sums of money either in Indian or Foreign Currency from time to time from any Bank(s) or any Financial lnstitution(s) or any other. lnstitution(s), firm(s), body corporate(s). or other person(s) or from any other source in India or outside India whomsoever in addition to the temporary loans obtained from the Company's Banker(s) in the ordinary course of business provided that the sum or sums so borrowed under this resolution and remaining outstanding at any time shall not exceed in the aggregate Rs. 35,000 Crores (Rupees Thirty Five Thousand Crores Only)." "RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution." Adani Ports and Special Economic Zone Ltd AdaniHouse Nr Mithakhali Circle, Navrangpura Ahmedabad Gujarat, India GIN: L63090GJ1998PLC Tel Fax info@adani.com Registered Office: Adani House, Nr Mithakhali Circle. Navrangpura. Ahmedabad Gujarat. India