gmr enterprises private limited · letter dated august 16, 2016 issued by the rating agency,...

GMR ENTERPRISES PRIVATE LIMITED A private limited company incorporated under the (Indian) Companies Act, 1956 with CIN: U74900TN2007PTC102389 Date of Incorporation: June 05, 2007 Compliance Officer: Ms. Yogindu Khajuria Email ID: [email protected]

This Offer Letter will not be circulated to any retail/non-institutional investor under Applicable Law in India. Registered Office Corporate Office

Unit No.1B, First floor, Riaz Garden, Old. No.12, New No. 29, Kodambakkam High Road, Chennai - 600034, Tamil Nadu. Tel. No: +91 11 4608 4250

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BACKGROUND Disclosure Document and Private Placement Offer Letter (“Offer Letter”) by GMR Enterprises Private Limited (the “Company” or the “Issuer”) of 1200 rated, listed, redeemable, marketable, non-convertible debentures each having a face value of Rs. 10,00,000/- (Rupees ten lakh only) each (the "Debentures" or “NCDs”), amounting to Rs 120,00,00,000/- (Rupees one hundred and twenty crore only) on private placement basis (the "Issue") to be listed on BSE Limited (“BSE”). The Debentures shall be secured by shares held by the Issuer in GMR Infrastructure Limited which are listed on the BSE and NSE. This Offer Letter is a disclosure document under Schedule I of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended and a private placement offer letter under the Companies Act, 2013, as amended and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended. This Offer Letter is neither a prospectus nor a statement in lieu of prospectus. This Offer Letter is specifically addressed to the addressee hereof and is non-transferrable to any other person. This Offer Letter is related to the Debentures to be issued by the Issuer on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The Issue has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer at its extraordinary general meeting held on July 28, 2016 and the Board of Directors of the Issuer on July 27, 2016.

GENERAL RISK Investment in debt and debt related securities involves a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Potential investors are advised to take an informed decision and should consult their own legal, regulatory, tax, financial and/or accounting advisors about risks associated with an investment in such Debentures and the suitability of investing in such Debentures in light of their particular circumstances and to read the risk factors carefully before investing in the Debentures. For taking an investment decision, Potential investors must rely on their own examination of the Issuer and the Issue including the risks involved in it. Specific attention of the Potential investors is invited to the summarized “Risk Factors” mentioned on page 22 of this Offer Letter. As the Issue is being made by the Company on a private placement basis, this Offer Letter has not been submitted to or cleared by the Securities and Exchange Board of India (“SEBI”). The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. The Company has a valid certificate of registration dated December 13, 2012 for registration of the Company as a non-banking financial company core investment company issued by the Reserve Bank of India (“RBI”) under Section 45-IA of the Reserve Bank of India Act, 1934, as amended (“RBI Act”). RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representation made or opinions expressed by the Company and for discharge of liability by the Company. Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with RBI and by issuing the certificate of registration to the Company, the RBI neither accepts any responsibility nor guarantees for the payment of the deposit amount to any depositor.

ISSUER’ S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Offer Letter 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 makes this Offer Letter as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING As at the date of this Offer Letter, Brickwork Ratings India Private Limited (“Rating Agency”) has assigned a rating of BWR BBB-(SO) (Pronounced BWR Triple B Minus [Structured Obligation]) (Outlook Stable) for the issuance of Debentures. Instruments with this rating are considered to have a moderate degree of safety regarding timely servicing of financial obligations. For further details, including in respect of the rationale for the credit rating, please refer to the credit rating letter dated August 16, 2016 issued by the Rating Agency, enclosed as Annexure 3A & 3B (Credit Rating Letter & Rating Rationale from Brickwork Ratings India Private Limited) to this Offer Letter. The above rating is an opinion on credit quality and is not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the Rating Agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The Rating Agency has the right to suspend, withdraw the rating at any time in particular, on the basis of new information or unavailability of information or such circumstances which the Rating Agency believes may have an impact on its rating. Most entities whose instruments are rated by Rating Agency have paid a credit rating fee, based on the amount and type of instruments.

LISTING The Debentures offered through this Offer Letter are proposed to be listed on the BSE Limited (“Stock Exchange”). The Issuer has obtained “in-principle” approval from the Stock Exchange on September 27, 2016 and will apply for final listing within 2 Business Days from the Date of Allotment and is required to obtain the final approval for listing the Debentures offered through this Issue within 15 days from the Date of Allotment. Please refer to Annexure 10 (In Principle Listing Approval) of this Offer Letter for a copy of the in-principle approval letter dated September 27, 2016 issued by the Stock Exchange.

ISSUE PROGRAM Issue Opening Date: October 27, 2016 Issue Closing Date: October 27, 2016

Note: The Issue shall be open for subscription during the banking hours of the Issue Program. The Issue shall be subject to the terms and conditions of this Offer Letter filed with the Stock Exchange and other documents in relation to the Issue.

DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE Axis Trustee Services Limited Address: 2nd Floor E, Axis House, Bombay Dyeing Mills, Pandurang Budhkar Marg, Worli, Mumbai – 400 025. Email: [email protected] Tel No.: 022-24255215, Fax: 022-24254200,

Karvy Computershare Pvt. Ltd. Address: Karvy House, 46, Avenue-4, Street, No.1, Banjara Hills, Hyderabad-500 034 Tel No.: +91 40 2342 0818 Fax: +91 40 2342 0814

DISCLOSURE DOCUMENT CUM PRIVATE PLACEMENT OFFER LETTER PRIVATE & CONFIDENTIAL - “FOR PRIVATE CIRCULATION ONLY”

Addressee: VTB Capital PLC Serial Number: 001 / FY 2016-17 Date: October 21 2016

Disclosure Document cum Private Placement Offer Letter Date of Circulation: October 21, 2016 Private & Confidential - FOR PRIVATE CIRCULATION ONLY Addressee: VTB Capital PLC Serial Number: 001 / FY 2016-17

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TABLE OF CONTENTS

SR. NO. PARTICULARS PAGE NO.

Section 1: General

PART A Definitions & abbreviations 3 PART B Notice to Potential Investors & disclaimers 6 PART C Cautionary Note 8

Section 2: Disclosures

Table indicating references of disclosure requirements under Form PAS-4 prescribed under the Companies Act, 2013 9

PART A General information about the Issue 11 PART B Information about the Company 14 PART D Management’s perception of Risk factors 22

PART C Material contracts, agreements and authorizations 24

PART D Disclosure with regards to interest of Directors 25

PART E Financial position of the Company 29

Section 3: Particulars of the Offer

PART A Summary Termsheet 45

PART B Illustration of Debenture cash flows 51

PART C Terms of offer or purchase 53

PART D Declaration 61

Section 4: Annexures

Annex 1 Shareholders Resolution approving the Issue 62

Annex 2 Board Resolution approving the Issue 63

Annex 3 Credit Rating Letter and Rationale from the Rating Agency 64 Annex 4 Consent Letter from Debenture Trustee 66

Annex 5 Details of other directorships of Directors 67

Annex 6 Application Form for subscription to the Issue 68

Annex 7 Financial Statements 69

Annex 8 Conditions Precedent & Conditions Subsequent 71

Annex 9 Events of Default 73

Annex 10 In-Principle Approval for listing the Debentures on the Stock Exchange 74

Annex 11 Coupon Payment Dates 75


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SECTION 1: DEFINITIONS AND ABBREVIATIONS

[Note: The terms capitalized and defined herein are only for reference and for all practical purposes, the meaning as ascribed to them in the Debenture Trust Deed shall prevail and such terms as capitalized and defined therein shall have

the same meaning as given to them in the Debenture Trust Deed and shall have the same meaning as given to them in the Debenture Trust Deed and shall be read along with the terms of the Debenture Trust Deed.]

Affiliate Means, in relation to any person: (a) in relation to an entity, (a) a Subsidiary of that person or a Holding Company of that person or

any other Subsidiary of that Holding Company; or (b) any other Person that, either directly or indirectly through one or more intermediate Persons, Controls, is Controlled by or is under common Control with such entity; and

(b) (in relation to an individual) a relative (as defined in the 2013 Act) of that person or any entity Controlled by that person.

Applicable Law Means any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law or of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of the Debenture Trust Deed or at any time thereafter.

Articles Mean the articles of association of the Company as amended from time to time. Board Means board of directors of the Company. BSE Means BSE Ltd. Business Day Means a day (other than a Saturday or a Sunday or a public holiday) on which banks are open for

general business in Mumbai, Delhi, Bangalore, London and with respect to payment obligations under the Transaction Documents also New York and in relation to payments in any other city, a day on which banks are open for general business in such city.

Calculation Agent Appointment Letter

Means the letter to be executed on or about the date of the Debenture Trust Deed appointing VTB Capital Plc as the Calculation Agent.

Cash Top Up Deposit Account

Means an interest bearing account to be established by the Company with the Account Bank before the Funding Date and maintained in accordance with the terms of the Cash Top Up Deposit Account Agreement, and shall be utilised by the Company for making the Cash Top Up Deposit.

Cash Top Up Deposit Account Agreement

Means the agreement to be entered into among the Company, the Debenture Trustee and the Account Bank on or about the date of the Debenture Trust Deed providing for the operation of the Cash Top Up Deposit Account.

Coupon Means, in relation to a Debenture for a Coupon Period, the amount of interest payable on the Principal Amount of the Debenture at the Coupon Rate.

Date of Allotment Means the date on which the Board or a committee authorised by the Board passes the requisite resolutions for allotting the Debentures to the Subscriber after the receipt of the Original Principal Amount, in any case not being later than 1 (one) Business Day after the Funding Date.

Debenture Holders Mean the several persons who are, for the time being and from time to time, owners of the Debentures.

Debenture Trustee Means Axis Trustee Services Limited. Debenture Trustee Agreement

Means an agreement entered into by the Company and the Debenture Trustee in connection with the appointment of the Debenture Trustee as the trustee for the Debenture Holders.

Debt Service Reserve Account

Means an interest bearing account to be established by the Company with the Account Bank before the Funding Date and maintained in accordance with the terms of the Debt Service Reserve Account Agreement and shall at all times, from the Funding Date consist of the Debt Service Reserve Balance.

Debt Service Reserve Account Agreement

Means the agreement to be entered into among the Company, the Debenture Trustee and the Account Bank on or about the date of the Debenture Trust Deed providing for the operation of the Debt Service Reserve Account.

Debenture Trust Deed Means the debenture trust deed executed between the Company and Debenture Trustee dated October 05, 2016.

Deed of Hypothecation Means the agreement to be executed on or about the date of the Debenture Trust Deed by the Company (as the chargor) in favour of the Debenture Trustee (for the benefit of the Debenture Holders) to create Security Interest over Debt Service Reserve Account and Cash Top Up Deposit Account and all Authorised Investments in the manner and priority set out thereunder.

Depository Means the National Securities Depositories Limited or Central Depositories Services (India) Limited, as the case may be.

Director Means a director appointed to the Board of the Company. Funding Date Means the date on which the Company receives the Original Principal Amount in respect of

Debentures pursuant to the terms of the Debenture Trust Deed and this Offer Letter.


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GMR Infra Means GMR Infrastructure Limited, a company incorporated under the provisions of the 1956 Act with corporate identification number L45203MH1996PLC281138 and having its registered office at Naman Centre, 7th Floor, Opp. Dena Bank, Plot No. C-31, G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400051, Maharashtra, India

Governmental Authority Means any: (a) government (central, state or otherwise) or sovereign state; (b) any governmental agency, semi-governmental or judicial or quasi-judicial or regulatory or

administrative entity, department or authority, or any political subdivision thereof; or (c) international organization, agency or authority, having jurisdiction over any Debenture Holder

or any Party, and including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law.

Group Means all entities Controlled by Mr. G. M. Rao and his relatives (as defined in the 2013 Act). INR or Rs. or Rupees Means the lawful currency of the Republic of India. Instruction Means the written notice to be sent by the Debenture Holders to the Debenture Trustee in the

format set out in the Debenture Trust Deed in the event: (i) the Company fails to cure the Potential Event of Default within the applicable Cure Period; or (ii) an event of Default which is not capable of being remedied within the applicable Cure Period has occurred, instructing the Debenture Trustee to (i) require the Company to pay all Debenture Payments on the Accelerated Repayment Date, and (ii) in the event the Company fails to pay all Debenture Payments on the Accelerated Repayment Date, the Debenture Trustee is required to invoke Security Interest over GMR Infra Pledged Shares by filing Annexure W/Form 28 through its Depository Participant with the Depository and to exercise the power of sale in accordance with the terms of the Debenture Trust Deed.

Issue Shall have the meaning given to such term in Recital B of the Debenture Trust Deed. Listing Agreement Means the agreement to be entered into between the Company and BSE for listing the Debentures

on the wholesale debt market segment of BSE. Memorandum Means the memorandum of association of the Company as amended from time to time. Mortgaged Property Shall have the meaning given to it in Clause 11.2(a) of the Debenture Trust Deed. NSE Means National Stock Exchange of India Limited. Pledge Agreement Means the agreement to be executed on or about the date of the Debenture Trust Deed by the

Company in favour of the Debenture Trustee (for the benefit of the Debenture Holders) to create Security Interest over GMR Infra Pledged Shares in the manner and priority set out thereunder.

RBI means Reserve Bank of India. Record Date Means, in connection with a Debenture Payment, the date falling 7 (seven) Business Days prior to

the due date on which that Debenture Payment is to be paid by the Company to the Debenture Holders, by way of credit into the designated accounts of the Debenture Holders.

Register of Debenture Holders

Mean the register maintained by the Company at its registered office as per Section 88 of the 2013 Act, containing the name of the Depository, and shall include the list of beneficial owners maintained by the Depository immediately succeeding the Date of Allotment.

SEBI Debt Regulations Mean the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Security Means the security created by the Company over Secured Assets for the purpose of securing the Debentures and/or Secured Obligations.

Security Cover Means the ratio calculated by the Calculation Agent by applying the following formula: S / (O-C) where, with reference to any Calculation Date: S = the Security Value as of such Calculation Date; O = aggregate of (i) Principal Amount; (ii) Residual Coupon; (iii) Default Interest, as applicable; and (iv) any Hedging Increased Costs and Adjusted Hedging Unwind/Replacement Costs, as applicable; C = aggregate of Cash Top Up Deposit.

Subscriber Means initial subscriber to the Debentures pursuant to this Offer Letter released by the Company. Tax Means all forms of present and future taxes (including but not limited to indirect taxes such as

service tax, value added tax or other similar taxes), deductions, withholdings, duties, imposts, levies, cesses, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any governmental authority or other taxing authority in India or elsewhere and any interest, additional taxation penalty, surcharge, cess or fine in connection therewith and “Taxes” shall be construed accordingly.

Transaction Documents Means: (a) this Offer Letter; (b) the Listing Agreement;


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(c) the Debt Service Reserve Account Agreement; (d) the Cash Top Up Deposit Account Agreement; (e) the Debenture Trustee Agreement; (f) each Security Document; (g) the Calculation Agent Appointment Letter; and (h) any other document that may be designated as a Transaction Document by the Company and

the Debenture Trustee (acting on the instructions of the Debenture Holders by way of Majority Resolution), and “Transaction Document” means any of them.


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SECTION 2: NOTICE TO POTENTIAL INVESTORS & DISCLAIMERS

2.1. NOTICE TO POTENTIAL INVESTORS

This Offer Letter is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013. This offer letter has been prepared in conformity with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Companies Act, 2013 and form PAS-4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended. The Issue of Debentures to be listed on the WDM segment of BSE is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Offer Letter 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 Offer Letter is not intended to be circulated to more than 50 (fifty) eligible investors. It is the responsibility of investors to ensure that they will sell these Debentures in strict accordance with this Offer Letter and other Applicable Laws so that the sale does not constitute an offer to the public within the meaning of the Companies Act, 2013. Apart from this Offer Letter, no offer document or prospectus has been prepared in connection with this Issue or in relation to the Debentures nor is such a prospectus required to be registered with SEBI under the Applicable Laws. Accordingly, this Offer Letter has neither been delivered for registration nor is it intended to be registered with SEBI. This Offer Letter and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the issuer and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Offer Letter are intended to be used only by those investors to whom it is issued. It is not intended for distribution to any other person and should not be reproduced by the recipient. Each copy of this Offer Letter is serially numbered and the person to whom a copy of the Offer Letter is sent, is alone entitled to apply for the Debentures. No invitation is being made to any persons other than those to whom application forms along with this Offer Letter have been sent. Any application by a person to whom the Offer Letter has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Offer Letter shall maintain utmost confidentiality until this Offer Letter is available on BSE regarding the contents of this Offer Letter and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to the other parties in connection with the Issue. This Offer Letter may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer and/or any of its affiliates (including this Offer Letter) without retaining any copies hereof. If any recipient of this Offer Letter decides not to participate in the Issue, that recipient must promptly return this Offer Letter and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue, to the Issuer.

2.2 DISCLAIMERS 2.2 (a) Disclaimer in respect of Jurisdiction

This Issue is made to the investors eligible to subscribe to the Debentures under Applicable Law, who shall be specifically approached by the Issuer. The distribution of the Offer Letter or the application forms and the offer, sale, pledge or disposal of the Debentures may be restricted or prohibited by law in certain jurisdictions. Recipients are required to observe such restrictions and the Issuer and its Affiliates accept no liability to any person in relation to the distribution of information in any jurisdiction. This Offer Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this issue will be subject to the non-exclusive jurisdiction of the courts of New Delhi. This Offer Letter 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. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

2.2 (b) Disclaimer of the Issuer This Offer Letter has been prepared by the Issuer solely to provide general information about the Issuer and setting out the key terms upon which the Debentures are being issued, to eligible investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Offer Letter does not purport to contain all the information that any eligible investor may require. Further, this Offer Letter has been prepared for information purposes relating to this Issue only and upon the express understanding that it will be used only for the purposes set forth herein. The Issuer confirms that, as of the date hereof, this Offer Letter (including the Transaction Documents which have been incorporated by reference in this Offer Letter) contains all information that is material in the context of the Issue and regulatory requirements in relation to the Issue, is accurate in all material respects and not misleading in any material respect. In the event of any inconsistency between the terms of this Offer Letter, any application form for the subscription of the Debentures and the other Transaction Documents, the terms of the other Transaction Documents (including, without limitation, the Debenture Trust Deed and the Pledge Agreement) shall prevail over those of this Offer Letter and such application forms. The Issuer, having made all reasonable inquiries, undertakes that the opinions and intentions expressed herein are honestly held and there are no other facts the omission of which makes these documents as a whole or any of such information or the expression of any such opinions of intentions misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Offer Letter or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. The Issuer confirms that all information considered adequate and relevant to the Issue has been made available in this Offer Letter


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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 Offer Letter to reflect subsequent events after the date of the Offer Letter 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 Offer Letter 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.

2.2 (c) Disclaimer of the Stock Exchange

As required, a copy of this Offer Letter has been filed with BSE pursuant to the SEBI Debt Regulations. It is to be distinctly understood that submission of this Offer Letter to BSE should not in any way be deemed or construed to mean that this Offer Letter has been reviewed, cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Letter, or that the Issuer’s Debentures will be listed or will continue to be listed on BSE. BSE does not take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any Debentures of this Issuer may do so pursuant to their independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

2.2 (d) Disclaimer of SEBI

A copy of this Offer Letter will be submitted to SEBI in accordance with Companies Act, 2013. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. It is to be distinctly understood that this Offer Letter should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Offer Letter. However, SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Offer Letter.

2.2 (e) Disclaimer of RBI

The Company has a valid Certificate of Registration dated December 13, 2012 issued by the RBI under Section 45-IA of the RBI Act. RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representation made or opinions expressed by the Company and for discharge of liability by the Company. Neither is there any provision in law to keep, nor does the Company keep any part of the public funds with RBI and by issuing the Certificate of Registration to the Company, the RBI neither accepts any responsibility nor guarantees for the payment of the public funds to any person/body corporate.

2.2 (f) Disclaimer of the Rating Agency

As at the date of this Offer Letter, the Rating Agency has assigned BWR BBB- (SO) rating to Debentures. The rating assigned by the Rating Agency is an opinion on credit quality and is not a recommendation to buy, sell or hold the rated debt instruments. Investors should take their own decisions. The Rating Agency has based its rating on information obtained from sources believed by them to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. The rating may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated independently of any other rating. The Rating Agency has the right to suspend or withdraw the rating at any time basis of factors such as new information or unavailability of information or any other circumstances.

2.2 (f) Disclaimer of the Debenture Trustee

The Debenture Trustee does not undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Offer Letter and does not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee, its agents or advisors except as specifically provided for in the Debenture Trust Deed. The Debenture Trustee has not separately verified the information contained in this Offer Letter. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer. Accordingly, the Debenture Trustee associated with the Issue shall have no liability in relation to the information contained in this Offer Letter or any other information provided by the Issuer in connection with the Issue. The Debenture Trustee is neither a principal debtor nor a guarantor of the debentures.


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CAUTIONARY NOTE THE INVESTORS ACKNOWLEDGE BY THE RECEIPT OF THIS OFFER LETTER THAT THEY, (I) ARE KNOWLEDGEABLE AND EXPERIENCED IN FINANCIAL AND BUSINESS MATTERS, HAVE EXPERTISE IN ASSESSING CREDIT, MARKET AND ALL OTHER RELEVANT RISK AND ARE CAPABLE OF EVALUATING, AND HAVE EVALUATED, INDEPENDENTLY THE MERITS, RISKS AND SUITABILITY OF PURCHASING THE DEBENTURES, (II) HAVE MADE THEIR OWN INVESTMENT DECISION REGARDING THE DEBENTURES, (III) HAVE HAD ACCESS TO SUCH INFORMATION AS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH PURCHASE OF THE DEBENTURES, AND (IV) UNDERSTAND THAT, BY PURCHASE OR HOLDING OF THE DEBENTURES, THEY ARE ASSUMING AND ARE CAPABLE OF BEARING THE RISK OF LOSS THAT MAY OCCUR WITH RESPECT TO THE DEBENTURES, INCLUDING THE POSSIBILITY THAT THEY MAY LOSE ALL OR A SUBSTANTIAL PORTION OF THEIR INVESTMENT IN THE DEBENTURES. NEITHER THIS OFFER LETTER NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE ISSUE OF DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS OFFER LETTER SHOULD NOT CONSIDER SUCH RECEIPT AS A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING PURCHASING ANY DEBENTURES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYZE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES. PROSPECTIVE INVESTORS ARE REQUIRED TO MAKE THEIR OWN INDEPENDENT EVALUATION AND JUDGMENT BEFORE MAKING THE INVESTMENT AND ARE BELIEVED TO BE EXPERIENCED IN INVESTING IN DEBT MARKETS AND ARE ABLE TO BEAR THE ECONOMIC RISK OF INVESTING IN SUCH INSTRUMENTS. THIS OFFER LETTER IS MADE AVAILABLE TO POTENTIAL INVESTORS ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL. RECIPIENTS SHALL NOT BE ENTITLED TO USE ANY OF THE INFORMATION OTHERWISE THAN FOR THE PURPOSE OF DECIDING WHETHER OR NOT TO INVEST IN THE DEBENTURES. THE PERSON WHO IS IN RECEIPT OF THIS OFFER LETTER SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS HEREOF WITHOUT THE CONSENT OF THE ISSUER. THE RECIPIENT AGREES TO KEEP CONFIDENTIAL ALL INFORMATION PROVIDED (OR MADE AVAILABLE HEREAFTER), INCLUDING, WITHOUT LIMITATION, THE EXISTENCE AND TERMS OF THE ISSUE, ANY SPECIFIC PRICING INFORMATION RELATED TO THE ISSUE OR THE AMOUNT OR TERMS OF ANY FEES PAYABLE TO THE ISSUER OR OTHER PARTIES IN CONNECTION WITH THE ISSUE. THIS OFFER LETTER MAY NOT BE PHOTOCOPIED, REPRODUCED, OR DISTRIBUTED TO OTHERS AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER. UPON REQUEST, THE RECIPIENTS WILL PROMPTLY RETURN ALL MATERIAL RECEIVED FROM THE ISSUER AND/OR ANY OF ITS AFFILIATES (INCLUDING THIS OFFER LETTER) WITHOUT RETAINING ANY COPIES HEREOF. IF ANY RECIPIENT OF THIS OFFER LETTER DECIDES NOT TO PARTICIPATE IN THE ISSUE, THAT RECIPIENT MUST PROMPTLY RETURN THIS OFFER LETTER AND ALL REPRODUCTIONS WHETHER IN WHOLE OR IN PART AND ANY OTHER INFORMATION STATEMENT, NOTICE, OPINION, MEMORANDUM, EXPRESSION OR FORECAST MADE OR SUPPLIED AT ANY TIME IN RELATION THERETO OR RECEIVED IN CONNECTION WITH THE ISSUE, TO THE ISSUER. NEITHER THE DELIVERY OF THIS OFFER LETTER AT ANY TIME NOR ANY STATEMENT MADE IN CONNECTION WITH THE OFFERING OF THE DEBENTURES SHALL UNDER THE CIRCUMSTANCES IMPLY THAT ANY INFORMATION/ REPRESENTATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE OF THIS OFFER LETTER.


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SECTION 3: DISCLOSURES

Table indicating references of disclosure requirements under Form PAS-4

Sr. No.

Particulars

Page No.

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company indicating both registered office and corporate office;

11

b. Date of incorporation of the company; 17

c. Business carried on by the company and its subsidiaries with the details of branches or units, if any;

14 to 16

d. Brief particulars of the management of the company; 19 & 20 e. Names, addresses, DIN and occupations of the directors; 20 f. Management’s perception of risk factors; 22

g.

Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – (i) statutory dues; (ii) debentures and interest thereon; (iii) deposits and interest thereon; (iv) loan from any bank or financial institution and interest thereon.

21

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

11

2. PARTICULARS OF THE OFFER a. Date of passing of board resolution; Annex 1

b. Date of passing of resolution in the general meeting, authorizing the offer of securities;

Annex 2

c. Kinds of securities offered (i.e. whether share or debenture) and class of security; 45

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

47

e. Name and address of the valuer who performed valuation of the security offered; N.A. f. Amount which the company intends to raise by way of securities; 46

g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment;

45 to 50

h. Proposed time schedule for which the Offer Letter is valid; 52 i. Purposes and objects of the offer; 46

j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects;

N.A

k. Principle terms of assets charged as security, if applicable; 47

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

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

25

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.

25

c. Remuneration of directors (during the current year and last three financial years). 25

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

25 to 27


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e.

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

27

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 the 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.

28

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.

28

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

29 & 30

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

(b) size of the present offer; (c) paid up capital; (A) after the offer; (B) after conversion of convertible instruments (if applicable); (d) share premium account (before and after the offer);

(ii)

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

30

b. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Offer Letter;

39

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

39

d. A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of Offer Letter;

40

e. Audited cash flow statement for the three years immediately preceding the date of circulation of this Offer Letter;

42

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

44

5. A DECLARATION BY THE DIRECTORS THAT-

(a) the company has complied with the provisions of the Companies Act and the rules made thereunder; (b) the compliance with the Companies Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and (c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter.

61


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GENERAL INFORMATION A. Name and Address of the following

Issuer

Name & Registered Office of the Issuer Corporate Office of the Issuer

Unit No.1B, First floor, Riaz Garden, Old. No.12, New No. 29, Kodambakkam High Road, Chennai - 600034, Tamil Nadu. Tel. No: +91 44 6565 5599 Website: www.gmrgroup.in

N.A.

Compliance Officer & Company Secretary of the Issuer

Chief Finance Officer of the Issuer

Ms. Yogindu Khajuria Address: New Udaan Bhawan, Project Office WS 222 Opp. Terminal 3, Near IGI Airport, New Delhi – 110037, India Designation: Company Secretary Email: [email protected] Tel No.: +91 11 46084250 Fax No: +91 11 4608-4210

Mr. Sreemannarayana K Address: New Udaan Bhawan, Opp. Terminal 3, IGI Airport, New Delhi, India 110037 Designation: Chief Finance Officer Email: [email protected] Tel No.: +91 11 42532635 Fax No: +91 11 4608-4210

Arrangers to the Issue: Not applicable

Parties to the Issue

Debenture Trustee to the Issue Registrar to the Issue

Axis Trustee Services Ltd. Address: Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Mumbai – 400025 Tel: 022-24255215 Fax: 022-24254200 Email: [email protected] Website: www.axistrustee.com

Karvy Computershare Pvt. Ltd. Address: Karvy House, 46, Avenue-4, Street No.1, Banjara Hills, Hyderabad-500 034 Tel No.: +91 40 2331 2454 Fax: +91 40 23311968

Credit Rating Agency of the Issue Auditors of the Issuer

Brickwork Ratings India Private Limited Corporate Office: 3rd Floor, Raj Alkaa Park, Kalena Agrahara, Bannerghatta Road, Bangalore, 560076 Tel No.:080-4040 9940 Fax: 080-40409 941 Website:www.brickworkratings.com

M/s. B. Purushottam & Co. Chartered Accountants Address: Flat No. 3-D, “Pioneer Homes, 23/A, North Boag Road, T. Nagar, Chennai – 600 017. Tel: 011- 28152515, 42013486 Fax: 011- 42013485 Auditor Since: 30 September 2014

Calculation Agent of the Issue Legal Counsels to the Issue

VTB Capital Plc 14 Cornhill, London, EC3V 3ND

Trilegal 14th Floor, Tower 1, One Indiabulls Centre, Elphinstone Road, Lower Parel, Mumbai – 400 013

http://www.gmrgroup.in/

mailto:[email protected]



http://www.axistrustee.com/

http://www.brickworkratings.com/


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B. Contacting Parties to the Issue The Subscriber can contact the compliance officer in case of any Pre-Issue or Post-Issue related problems such as non-receipt of letters of allotment, if any, etc. in the respective beneficiary account or refund orders, etc. Debenture Trustee of the Issue: The Debenture Trustee for the Debentures being issued under this Issue is Axis Trustee Services Limited ( A T S L ) which has given its consent for its appointment as Debenture Trustee to the Issue and inclusion of its name in the form and context in which it appears in this Offer Letter vide its letter dated September 08, 2016 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Offer Letter with the Stock Exchange. Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the consent letter from ATSL to act as Debenture Trustee for and on behalf of the holders of Debentures is annexed as Annexure 4 (Consent Letter from Debenture Trustee). Registrar to the Issue: The Registrar and Share Transfer Agent to the Company is Karvy Computershare Private Limited (KCPL). KCPL has been appointed by the Company vide letter dated September 07, 2016. Credit Rating Agency of the Issue: The Rating Agency has assigned rating of BWR BBB- (SO) (Pronounced BWR Triple B Minus [Structured Obligation]) (Outlook Stable) to the Debentures vide its letter dated August 16, 2016. The above ratings are not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies on the basis of additional information evaluated by the Rating Agency and each rating should be evaluated independently of any other rating. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. The Rating Agency is not your advisor, nor is it providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. The rating may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of, or the inadequacy of, information or for any other reason the Rating Agency deem sufficient. Please refer to Annexure 3A (Credit Rating Letter from Brickwork Ratings India Private Limited) of this Offer Letter for a copy of the credit rating letter dated August 16, 2016 and Annexure 3B (Rating Rational by Brickwork Ratings India Private Limited) of this Offer Letter for the Rating Rationale. Recognised stock exchange where the debt securities are proposed to be listed The Debentures are proposed to be listed on the WDM segment of the Stock Exchange. The Issuer has obtained an “in-principle” approval for listing from the Stock Exchange on September 27, 2016. Please refer to Annexure 10 (In-Principle Listing Approval) for a copy of the in-principle approval. The Issuer shall make an application for the listing of the Debentures on BSE as soon as possible after the Date of Allotment and no later than 2 (two) Business Days from the Date of Allotment and obtain final listing approval within 15 (fifteen) Business Days from the Date of Allotment. The Issuer shall comply with the requirements of the Listing Agreement to be executed by the Issuer with BSE. The details of the Stock Exchange are as provided below: The BSE Limited has granted its “in-principle” approval for listing the Debentures on the stock exchange on September 27, 2016. Address: BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Tel No.:91-22-22721233/4 Fax No.:91-22-22721919 Website: http://www.bseindia.com

http://www.bseindia.com/


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In case the Debentures are not listed within 15 (fifteen) days from the Date of Allotment for any reason whatsoever, then the Issuer shall immediately redeem/ buy back the Debentures only from those Debenture Holders for whom applicable regulations including RBI/2011-12/423 A.P.(DIR Series) Circular No. 89 dated March 1, 2012 issued by the Reserve Bank of India do not permit holding to-be listed debt securities if listing is not done within the said 15 (fifteen) days, and in such an eventuality, the Issuer shall reimburse such Debenture Holders for any and all accrued interest, costs and expenses (including liquidity costs, hedge costs or other break costs), as determined by such Debenture Holders, that the Debenture Holders may have incurred for the investment. Undertaking to use a Common Form of Transfer (i) The Issuer will issue Debentures in dematerialized form only and there will not be any Debentures in physical mode. Also, the normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The Subscriber should provide the details of its depository account to which the Debentures are to be delivered. The Issuer undertakes that there will be a common transfer form / procedure for transfer of Debentures. (ii) The Debentures shall be issued only in dematerialized form in compliance with the provisions of the Depositories Act, 1996, as amended and any other applicable regulations (including of BSE). The transfer of Debentures in dematerialized form shall be in accordance with the procedure of transfer prescribed by the relevant depository and Applicable Law. (iii) However, the Issuer would use a common transfer form for physical holdings, if at a later stage there is any holding in physical form due to the depository giving the rematerialisation option to any investor. It is clarified that the Debentures can be transferred to only Eligible Investors (as provided in the Term Sheet) and cannot be transferred to such persons under the section “Who cannot Invest”. The Debentures will not be transferred to any retail/non-institutional investor under Applicable Law in India.


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INFORMATION ABOUT THE COMPANY B. Business carried on by the Issuer and its subsidiaries with details of the branches or units, if any The Company is engaged in the business of investing in and holding investments in its group companies. The Company is the ultimate holding company of GMR Infrastructure Limited (GIL / GMR Infra) and holds 2,87,54,72,962 shares of GIL as on 10th August 2016. Additionally, the Company has investments in various unlisted companies. The investments include a 51% ownership in GMR Sports Private Limited, which is the franchise owner of the IPL cricket team, Delhi Daredevils. GMR Infrastructure Limited GMR Infra is a listed subsidiary. The Issuer (along with its subsidiaries) has a 60.99% stake in GMR Infra as on August 10, 2016. GMR Infra is the holding company formed to fund the capital requirements of various infrastructure projects across the sectors. It undertakes the development of the infrastructure projects through its various subsidiaries. GMR Infra has a net worth of INR 7,588.61 crores as per March 2016 consolidated audited financials. It currently, directly or indirectly through subsidiaries or joint ventures, has in commercial operations three airports with a combined aggregate passenger capacity of approximately 9.0crores per annum (which includes 1.6 crs post phase 1 of expansion in Mactan-Cebu International Airport), ten power generation plants with gross operational capacity of 4,639.36 MW (which includes two wind power plants) and eight road projects (which includes two road projects in which GMR Infra hold minority interests and another road project where definitive agreement for divesting entire 51% stake has been signed) covering a total of 673.28 kilometers. GMR Infra is also developing two special investment regions ("SIRs") viz 3,300 acres in Krishnagiri and 10,500 acres in Kakinada as part of its urban infrastructure business. GMR Sports The GMR group successfully bid the Delhi franchise of the Indian Premier League (IPL) in a closely- contested auction conducted by the Board of Control for Cricket in India (BCCI) in 2008. The GMR Group had marked its presence earlier in Delhi by modernizing and restructuring of the Indira Gandhi International Airport. Delhi franchise of IPL is an extension of its commitment to build social assets in the National Capital Region (NCR). Keeping in tune with the passion, fighting spirit and dynamism of the people of the celebrated city of Delhi, GMR Sports Private Limited, had named its team Delhi Daredevils. Delhi Daredevils will continue to reflect the spirit of Delhi. Delhi Daredevils has been playing IPL matches in Raipur since 2013 as its second home city, at the invitation of the Government of Chhattisgarh. In the eight completed seasons it has participated so far, the team has made it to the semi-finals in 2008 and 2009 IPL and to the playoffs of IPL and to the semi-finals of the Champions League Twenty20 in 2012. Delhi Daredevils has been contributing to the visibility for the GMR group in wide section of the Society and has been helping for the brand building of the Group. Property companies: The Issuer has 100% stake in a few property companies, which own real estate properties in Hyderabad, Rajam and Visakhapatnam.

The main objects of the Memorandum of Association are:

1. To carry on the business of developing, maintaining and operating of road, highway project, bridge, express ways, intra-urban roads and/or peri-urban roads like ring roads and / or urban by-passes, fly-overs, bus and truck terminals, subways, port, inland waterways and inland ports, water supply project, irrigation project, sanitation and sewerage system, water treatment systems, solid waste management system, bio medical waste management system or any other public facility of similar nature and also to undertake the business of developing, maintaining operating, construction of housing projects either individually or through its subsidiaries or SPVs formed directly or indirectly or as joint venture with any other company/ firm / individual / consultant / Public Sector Undertaking / Government Department / Statutory Bodies whether local or foreign.

2. To carry on the business of developing, maintaining and operating of airports domestic or international, all types of aircrafts, helicopters as scheduled/non scheduled operators, by acquiring, purchase, exchange, rent,


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lease sell, ownership or disposing of the same or otherwise deal, carry out detailed studies for the airport projects inclusive of physical/engineering surveys and investigation, concept planning, detailed master planning, detailed design and engineering and all such activities that together provide the basis for the implementation of the project , either individually or through its subsidiaries or SPVs formed directly or indirectly or as joint venture with any company/ firm / individual / consultant / Public Sector Undertaking / Government Department / Statutory Bodies whether local or foreign.

3. To Carry on the business(es) of dealing in Real Estate, property development Estate agency and without limiting to the generality above, to acquire by purchase, exchange, rent or otherwise deal either individually or through its subsidiaries or SPVs formed directly or indirectly or as joint venture with any company/ firm / individual / consultant / Public Sector Undertaking / Government Department / Statutory Bodies whether local or foreign in lands, buildings and hereditaments or any estate or interest therein and any rights over or connected with lands so situated and to turn the same to account in any way as may seem expedient and in particular by laying out, developing or assist in developing, preparing land for building and preparing building sites by planting, paving, drawing and by constructing, re-constructing, pulling down, altering, improving, decorating, furnishing and maintaining offices, flats, service flats, houses, hotels, restaurants, bungalows, chawls, warehouses, shops, cinema houses, shopping and commercial complexes, buildings, works and conveniences of all kinds, by consolidating or subdividing properties, by leasing, letting or renting, selling by installments, ownership, hire purchase basis or otherwise or disposing of the same.

4. To undertake and carry on the business of providing financial assistance by way of subscription to or investing in the equity shares, preference shares, debentures, Bonds including providing of long term and short term loans, lease-finance, subscription to fully convertible bonds, non convertible bonds, partially convertible bonds, optional convertible bonds etc., giving guarantees or any other financial assistance either individually or through its subsidiaries or SPVs or venture capital funds formed directly or indirectly or as joint venture with any company / firm / individual / consultant / Public Sector Undertaking / Government Department / Statutory Bodies whether local or foreign as may be conducive for development, construction, operation, maintenance etc., of infrastructure projects in India and abroad in the fields of roads, highway, power generation and for power distribution or any other form of power, telecommunication services, bridge(s), airport(s), ports, rail system(s), water supply, irrigation, sanitation and sewerage system(s), Special Economic Zones or other Export Promotion Parks, Software Technology Parks, Electronic Hardware Parks, Bio -Technology Parks and any other industrial parks or any other public facility of similar nature that may be notified in future as infrastructure facility either by the State Governments and/or the Government of India or any other appropriate authority or body.


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Figure representing the direct Subsidiaries of the Issuer

GMR Enterprises Private Limited

Rajam Enterprises (P) Ltd

Grandhi Enterprises (P) Ltd

Ideaspace Solutions (P) Ltd

National SEZ Infra Services (P) Ltd

Kakinada Refinery & Petrochemicals (P) Ltd

GMR Infrastructure Limited

GMR Sports (P) Ltd

GME League Games (P) Ltd

GMR Infratech (P) Ltd

Cadence Enterprises (P) Ltd

Vijay Nivas Real Estates (P) Ltd

Fabcity Properties (P) Ltd

Kondamoeta Properties (P) Ltd

Hyderabad Jabilli Properties (P) Ltd

Leora Real Estates (P) Ltd

Pashupati Artex Agencies (P) Ltd

Ravivarma Realty (P) Ltd

GMR Solar Energy (P) Ltd

Geokno India (P) Ltd

PHL Infrastructure Finance Company (P) Ltd

AMG Healthcare Destination (P) Ltd

GMR Holdings Overseas Limited

GMR Business & Consultancy LLP


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Corporate Structure of the Issuer The Issuer was incorporated on June 05, 2007 under the Companies Act, 1956 as a private company, limited by shares. History of Authorized Share Capital as on September 30, 2016 is as follows: Authorised Share Capital

DATE of increase in capital

INCREASED BY TOTAL (In Rs.)

Equity Preference Incorporation (05.06.2007) 20,000,000.00 - 20,000,000.00

July 9, 2007 5,000,000.00 - 25,000,000.00 Oct 18,2010 - 60,000,000.00 85,000,000.00 Sep 27,2011 - 6,500,000.00 91,500,000.00 Mar 22, 2013 - 15,000,000.00 106,500,000.00 Sep 5, 2013 5,000,000.00 14,000,000.00 125,500,000.00 August 10, 2016 (Pursuant to the Scheme of Amalgamation and Arrangement approved by Hon’ble High Court of Madras)

55,00,00,000.00 45,00,00,000.00 1,12,55,00,000.00

August 20, 2016 (Reclassification) 70,00,000.00 (70,00,000.00) 1,12,55,00,000.00

Total 1,12,55,00,000.00

Details of Promoter Holding in the Issuer as on September 30, 2016

Sr. No.

Name of the

shareholders

Total No. of

Equity Shares

No. of shares

in demat form

Total

shareholding as % of total

no of

No. of Shares

Pledged

% of Shares

pledged with respect

to shares

1 Grandhi Varalakshmi Mallikarjuna Rao Trust

1,56,68,613

All

24.9998

N.A.

N.A.

2 Srinivas Bommidala and Ramadevi Trust

1,56,68,613

All

24.9998

N.A.

N.A.

3

Grandhi Buchi Sanyasi Raju and Satyavathi Smitha Trust

1,56,68,613

All

24.9998

N.A.

N.A.

4 Grandhi Kiran Kumar and Ragini Trust

1,56,68,613

All

24.9998

N.A.

N.A.

5 GMR F a m i l y F u n d Trust

99

All

0.0000

N.A.

N.A.

6 Grandhi Mallikarjuna Rao 297

All

0.0005

N.A.

N.A.

5 G Varalakshmi 100 NIL 0.0002

N.A.

N.A.

TOTAL 6,26,74,948 100.00


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Details of Promoter Holding in GEPL as on June 30, 2016:

Sr. No.

Name of the shareholders

Total No. of Equity Shares

No. of shares in demat

form

Total shareholding as % of total no of equity

shares

No. of Shares Pledged

% of Shares pledged with

respect to shares owned

1 GMR Holdings Private Limited 5,90,000 All 22.78 N.A. N.A.

2

Grandhi Varalakshmi Mallikarjuna Rao Trust

4,99,900 All 19.30 N.A. N.A.

3 Srinivas Bommidala and Ramadevi Trust 4,99,900 All 19.30 N.A. N.A.

4

Grandhi Buchi Sanyasi Raju and Satyavathi Smitha Trust

4,99,900 All 19.30 N.A. N.A.

5 Grandhi Kiran Kumar and Ragini Trust

4,99,900 All 19.30 N.A. N.A.

6 GMR Family Fund Trust 3 All 0.00 N.A. N.A.

5 Grandhi Mallikarjuna Rao 297 All

0.01

N.A. N.A.

6 G Varalakshmi 100 NIL 0.00

N.A. N.A.

TOTAL 25,90,000 100.00


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Key Operational and financial parameters for the last four audited years (In Lakhs)

Note: (1) The financial results for FY 2015-16 has been prepared for the Company (post merger) Audited standalone (unconsolidated) financial results. The financial results for FY 2014-15 for the Company (pre-merger) are audited and on a consolidated basis. The financial results for FY 2013-14 and FY 2012-13 are audited on a standalone basis. Project cost and means of financing, in case of funding of new projects NA Management of the Issuer As per the Articles of Association, the Company is required to have not more than 12 Directors. The senior management of the Company comprises of Mr. Govindarajulu T, Mr. M.V. Srinivas, Mr. Chakka Srinivasa Rao, Directors of the Company and Ms. Yogindu Khajuria, Company Secretary as on August 12, 2016. The brief profile of the Directors are as follows: Mr. Govindarajulu T. is inculcated with the expertise in management skills and long standing experience. Mr.Govindarajulu is the Chief Financial Officer-Corporate Integration Group of the GMR Group. He is in this position from October, 2011 onwards prior to which he was in charge of Strategic Planning Group for Corporate Services of GMR Group. He is a Graduate in Commerce and also a member of the Institute of Chartered Accountants of India, Institute of Company Secretaries of India and Institute of Cost and Works Accountants of India. He has over 27 years of experience and before joining GMR Group in June 2007, he has worked in various key positions in Rashtriya Ispat Nigam Limited, an integrated steel manufacturer owned by Government of India, for a period of 22 years.


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Mr. M.V.Srinivas is a graduate in Commerce from Andhra University in 1989 & is a Qualified Cost Accountant. He began his career with LIC in India and then he worked in organisations like Southcity Trade Harvest and Sakthi Sugars Limited as an Accountant. He served 10 years in GMR Industries Limited in – Sankili Sugar Complex as Dy. Manager for 8 years F&A in Sugar, Power and Distillery Divisions and Haliyal Sugar Complex as Manager F&A in Sugar, Power and Distillery Divisions for 2 years and then joined GMR Infrastructure Limited in 2008. He has depth experience of over 20 years in Finance, General Accounts, Project Accounts, Costing, MIS and Planning & Budgeting functions in world- class establishments.

Mr. Chakka Srinivasa Rao is a Post graduate in both Business Management and Commerce and has a rich experience of about 20 years. He started his career with teaching in a Management School and moved to Finance and Planning function in a Power Sector company and then into Banking. He has been honoured with Gold Medal for outstanding performance in Accountancy subject in B.Com. He is qualified MBA, M.Com., DFM, CAIIB- Part I. He began his career as an Assistant Professor in 1987, served for 5 years in AP State Electricity Board Finance & Accounts division and then he served ING Vysya Bank for 11 years in various roles like Assistant Manager, Manager, Assistant Vice President, RM, Associate Vice President. Currently he is working with GMR Infrastructure Limited for the past 8 years. Details of the Directors of the Issuer Details of the current Directors of the Issuer*

For details of other directorships of these directors, please refer to Annexure 7 of this Offer Letter. * Issuer to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any:

Nil Disclosures pertaining to any Wilful Default.

Nil.

In terms of Notification no. SEBI / LAD-NRO/GN/2016-17/004 dated May 25, 2016 issued by the Securities and Exchange Board of India, none of the promoters or directors of the Company is/are wilful defaulter(s) as per Paragraph 3, Sub- paragraph C to Schedule I to Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

Name Designation Address Age DIN Occupation Date of Appointment

Mr. Govindarajulu T.

Director Flat No. 3, Akshaya Kuteera, MM Industries, 7th Block Jayanagar, Bangalore – 560082

56 years 02734169 Service 13/02/2015

Mr. M. V. Srinivas

Director # 4/1, IBC Knowledge Park, Phase-2, Block D, 10-11th Floor, Bannerghatta Road, Dairy Circle, Bangalore- 560029

48 years 02477894 Service 31/01/2015

Mr. Chakka Srinivasa Rao

Director B1, 2nd Block, 1st Flr, Jayanthi Garden, J P Nagar, 7th Main, 1st Phase, Shakambari Nagar, Bangalore- 560078

52 years 03497034 Service 05/04/2011


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Details of change in directors since last three years Name Designation DIN Date of

Appointment/ Resignation

Director of the Issuer Since (In case of resignation)

Remarks

Mr. M.S. Narayanan Director 02498680 July 20, 2013 April 07, 2011 Resigned

Mr. Venkata Subba Rao

Director 05315565 July 20, 2013 July 11, 2012 Resigned

Mr. Govindarajulu T. Director 02734169 September 24, 2014 July 19, 2013 Resigned

Mr. A.S. Cherukupalli

Director 00062003 January 31, 2015 July 19, 2013 Resigned

Mr. M.V. Srinivas Director 02477894 January 31, 2015 - Appointed

Mr. Govindarajulu T. Director 02734169 February 13, 2015 - Appointed

Details of Default in repayment Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of: (a) statutory dues: NIL (b) debentures and interest thereon: NIL (c) deposits and interest thereon: NIL (d) loan from any bank or financial institution and interest thereon: NIL

Details of change in auditor since last three years Name Address Date of

Appointment / Resignation

Auditor of the Company since (in case of resignation)

Remarks

M/s. Venkatadri & Co.

1408, Babukhan Estate, Basheer Bagh, Hyderabad- 500 001

September 30, 2014 September 29, 2008 Resignation

M/s. B. Purushottam & Co.

Flat No. 3-D, “PIONEER HOMES”, 23/A, North Boag Road, T. Nagar, Chennai- 600 017

September 30, 2014 N.A. Appointment

M/s. B. Purushottam & Co., Chartered Accountants, have been appointed as statutory auditors of the Issuer with effect from September 30, 2014 for the financial year 2014 -15. M/s. B. Purushottam & Co. have been auditors of the Issuer since FY 2014-15.


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RISK FACTORS An investment in Debentures involves a high degree of risk. Investors should carefully consider each of the following risk factors and all the information set forth in this Offer Letter before making an investment in our Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently faces. Additional risks and uncertainties not presently known to the Issuer may also have an adverse effect on the Issuer’s business, results of operations and financial condition. If any particular or some combinations of the following risks or other risks that are not currently known actually occur, the business prospects, results of operations and financial condition of the Issuer could be adversely affected. The actual occurrence of such risks will also affect the trading price of the Debentures and the value of your investment could decline or be lost. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not, in any manner, indicate a ranking of risk factors or the importance of one risk factor over another. Risk Factors in relation to the Debentures 1. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay taxes in accordance with the Applicable Laws 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. Potential investors who are in any doubt as to their tax position 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. 2. 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. 3. The Debentures may be Illiquid It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. As specified in this Offer Letter, an application has been made to list the Debentures on BSE and an in-principle approval has been obtained. If the Debentures are so listed or quoted or admitted to trading on BSE, no assurance is given by BSE that any such listing or quotation or admission to trading will be maintained. 4. Downgrading in credit rating The Debentures have been rated by the Rating Agency as having rating for the issuance of Debentures for an aggregate amount of Rs 270 Crore (Rupees Two Hundred & Seventy crore only). The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures. 5. 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.


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6. 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 Transaction 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 in accordance with Applicable Law. 7. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law The Issuer will be applying for a no-objection certificate from the income tax authorities under Section 281 of the Income Tax Act, 1961 in respect of the Security to be created for the Debentures. The Issuer cannot guarantee that this no-objection certificate will be granted, and if such certificate is not available prior to creation of the Security, the assets subject to the Security may be subject to prior claims by the income tax authorities. 8. 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 such as salary, holiday remuneration, amounts due under the Employee State Insurance Act, 1948, compensation in relation to death or disablement of employees, money payable to provident fund, gratuity fund, etc.). In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may be substantially reduced or delayed. Risks in Relation to Indian Market, Economy and Political Situation 9. Future legal and regulatory obstructions The central and state governments serve multiple roles in the Indian economy, including producers, consumers and regulators, which may have a significant influence on the Issuer. Future government policies and changes in laws and regulations in India, including applicable foreign exchange laws and comments, statements, policy changes or any adverse interpretation of applicable law by any regulator, including but not limited to the SEBI or the RBI, 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, policy change or adverse interpretation by any regulator could have an adverse effect on the market for and the price of the Debentures.


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Material Contracts, Agreements and Authorisations

Set out below is the statement containing particulars of, dates of, and parties to all material contracts, authorizations and agreements of the Issuer relating to the Issue: Sr. No.

Contracts and Authorisations related to the present Issue

1. Certified copy of the Memorandum of Association and Articles of Association of the Issuer. 2. Certified true copy of the resolution dated July 27, 2016 passed by the Board. 3. Certified true copy of the resolution passed by the Members of the Issuer on July 28, 2016 under Rule 14

of the Companies (Prospectus and Allotment of Securities) Rules, 2014 4. Credit rating letter from Brickwork Ratings India Private Limited dated August 16, 2016 5. Letter from Axis Trustee Services Limited giving its consent to act as the Debenture Trustee dated

September 08, 2016 6. Consent of Karvy Computershare Pvt. Ltd. to act as Registrar and Transfer Agent vide their letter dated

May 19, 2016 7. The Debenture Trust Deed dated October 05, 2016 8. The Debenture Trustee Appointment Agreement dated October 05, 2016 Appointing the Debenture

Trustee to act as a debenture trustee to the Issue 9. The Share Pledge Agreement dated October 08, 2016 and Share Pledge Power of Attorney dated October

08, 2016 entered into between the Issuer and the Debenture Trustee pursuant to the Share Pledge Agreement.

10 Listing Agreement executed with the Stock Exchange dated August 17, 2016 11 The Debt Service Reserve Account Agreement dated October 06, 2016 executed by and amongst the

Issuer, Designated Bank and Debenture Trustee 12 The Cash Top-Up Deposit Account Agreement dated October 06, 2016 executed by and amongst the

Issuer, Designated Bank and Debenture Trustee 13 The Deed of Hypothecation dated October 05, 2016 and related power of attorney dated October 05,

2016 executed the Issuer, in favour of the Debenture Trustee

Copies of the contracts and documents may be inspected at the Registered Office of the Issuer between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the Issue.


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DISCLOSURE WITH REGARD TO THE 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 offeror 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

1. SEBI, pursuant to its order dated February 18, 2013, held that GMR Holdings Private Limited (GHPL - Transferor No. 1) was in violation of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (“1997 Takeover Regulations”) as regards allotments that were made in March 2000 to GMR Investments Private Limited (“GIPL”) and Varalakshmi Investment Private Limited (“VIPL”) (which were subsequently merged and known as GHPL (Currently GMR Enterprises Private Limited (GEPL – Transferee Company) on preferential basis by GMR Industries Limited (which has been divested). SEBI had held that GIPL and VIPL have failed to make necessary disclosures which are required to be made to the stock exchanges under Regulation 3 of the 1997 Takeover Regulations. A penalty of INR 1,50,000 was imposed in this regard which has been paid and the matter was disposed off

2.In exercise of the powers conferred under Section 15-I of the Securities and Exchange Board of India Act, 1992 and Rule 5 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995, SEBI has issued an order dated December 23, 2015 levying a monetary penalty of Rs. 25,00,000/- (Rupees Twenty Five Lakh Only) on GMR Holdings Private Limited (GHPL _ Transferor No. 1 )( now amalgamated with the Acquirer effective from August 10, 2016) and Shri Srinivas Bommidala (PAC), a Director on the Board of GHPL, to be paid jointly and severally. The said Order was issued in relation to an alleged violation of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, for acquisition of certain equity shares in the year 2009 in GMR industries Limited, now renamed as Parrys Sugar Industries Limited, that crossed the quantitative limit of 0.5% thereby amounting to bulk transactions on certain days without making any public announcement. The entity, Parrys Sugar Industries Limited is no longer part of the GMR Group. The Transferor No. 1 Company and Mr. Srinivas Bommidala have filed petition challenging the said Order and payment of that penalty; and as on date the said matter is pending before Securities Appellate Tribunal for further hearing. Also, Consent Application for settlement of the said amount filed with SEBI by both the parties, is pending for settlement as on date.

(c) Remuneration of directors (during the current year and last three financial years) Nil (d) Related party transactions entered during the last three financial years immediately

preceding the year of circulation of the Offer Letter including with regard to loans made or, guarantees given or securities provided:


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2014-15Name Nature of Transction Amount

( Rs. Lakhs)

Group Companies Interest Paid 1,036.00 Group Companies Interest Income 509.00 Group Companies Rental Income 17.00 Group Companies Investment in Pref Shares 5,850.00 Group Companies Loans taken 9,101.00 Group Companies Loans repaid 8,118.00 Group Companies Payable Balances 9,751.00 Group Companies Loans given 14,735.00 Group Companies Loans return back 11,023.00 Group Companies Receivable Balances 7,507.00


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

Sr. No.

Financial

Year

Auditors Remark

Impact and

Corrective Steps

1.

2011-12

No reservations, qualifications or adverse remarks were made by the Auditors

Not applicable

2.

2012-13

No reservations, qualifications or adverse remarks were made by the Auditors

Not applicable

3.

2013-14

No reservations, qualifications or adverse remarks were made by the Auditors.

Not applicable

4. 2014-15 No reservations, qualifications or adverse remarks were made by the Auditors.

Not applicable

6 2015-16 Audited Financials Not applicable


( Rs. Lakhs)

Group Companies Interest Paid 324.12 Group Companies Interest Income 0.01 Group Companies Loans taken 1,651.50 Group Companies Loans repaid 3,269.50 Group Companies Loans taken & repaid closing balance 2,081.36 Group Companies Loans given 8.50 Group Companies Loans return back 8.50


( Rs. Lakhs)

Group Companies Interest Paid 385.19 Group Companies Interest Income 123.52 Group Companies Preference Shares issued 1,500.00 Group Companies Divestment in Shares 3.00 Group Companies Loans taken 3,671.00 Group Companies Loans repaid 5,205.00 Group Companies Loans taken & repaid closing balance 3,699.36 Group Companies Loans given 4,339.98 Group Companies Loans return back 9,933.34


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(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 the 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


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FINANCIAL POSITION OF THE ISSUER

1. Capital structure of the Issuer

As on September 30, 2016, the authorized share capital of the Issuer was Rs. 112,55,00,000 divided into 6,50,00,000 equity shares of Rs.10 each and 4,75,50,000 preference shares of Rs. 10 each. The issued, subscribed and paid-up share capital was Rs. 64,57,09,480.

The capital structure of the Issuer as of the date of the latest audited financial statements is provided below:

Particulars

Amount (INR)

Number of Securities

Authorised Share Capital

Equity shares

65,00,00,000

6,50, 00,000

Preference shares

47,55,00,000

4,75,50,000

Issued, Subscribed Share Capital

Equity shares

62,67,49,480

6,26,74,948

Preference shares

1,89,60,000

18,96,000

Issued, Subscribed and Paid-Up Share Capital

Equity shares

62,67,49,480

6,26,74,948

Preference shares

1,89,60,000

18,96,000

Size of Present Issue

Non-Convertible Debentures

120,00,00,000

1,200 Paid-up Share Capital after the Issue

Equity shares 62,67,49,480 6,26,74,948

Preference shares 1,89,60,000 18,96,000

Paid-up Share Capital after the conversion of any convertible instruments

Equity shares 62,67,49,480 6,26,74,948

Preference shares 1,89,60,000 18,96,000

Share Premium Account before the Issue

90,31,00,000

-

Share Premium Account after the Issue

90,31,00,000

-


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2. Changes in its capital structure as on September 30, 2016, (authorized) for the last five years Date of change (AGM/EGM)

Rs. Particulars

Inception/Incorporation 2,00,00,000 20,00,000 equity shares of Rs.10 each July 09, 2007 (EGM) 2,50,00,000 25,00,000 equity shares of Rs.10 each October 18, 2010 (EGM) 8,50,00,000 25,00,000 equity shares of Rs.10 each

and 60,00,000 preference shares of Rs.10 each

September 27, 2011 (EGM) 9,15,00,000 25,00,000 equity shares of Rs.10 each and 66,50,000 preference shares of Rs.10 each

March 22, 2013 (EGM) 10,65,00,000 25,00,000 equity shares of Rs.10 each and 81,50,000 preference shares of Rs.10 each

September 05, 2013 (EGM) 12,55,00,000 30,00,000 equity shares of Rs.10 each and 95,50,000 preference shares of Rs.10 each

August 10, 2016 (Pursuant to the Scheme of Amalgamation and Arrangement approved by Hon’ble High Court of Madras)

112,55,00,000 5,80,00,000 equity shares of Rs.10 each and 5,45,50,000 preference shares of Rs.10 each

August 20, 2016 (EGM) 112,55,00,000 (reclassification)

6,50,00,000 equity shares of Rs.10 each and 4,75,50,000 preference shares of Rs.10 each

3. Equity Share Capital History of the Issuer as on September 30, 2016 for the last five years

Date No. of Shares Allotted

Face Value per Share (INR)

Issue Price (INR)

Consideration (Cash / other than Cash)

Nature of Allotment

Cumulative

Remarks

No. of Equity Shares

Equity Share (INR)

Equity Share Premium

June 04, 2007

20,00,000 10 2,00,00,000 Cash Subscribers to the Memorandum and Articles of Association

20,00,000 2,00,00,000 NIL -

September 26,2013

5,90,000 10 14,75,00,000

Cash Preferential Allotment

25,90,000 2,59,00,000 14,16,00,000 Shares issued at a premium of Rs.240 per share

August 11, 2016

5,60,00,000

10 56,00,00,000

Consideration other than cash

Pursuant to the Scheme of Amalgamation and Arrangement approved by Hon’ble High Court of Madras

5,85,90,000 58,59,00,000 14,16,00,000 -

September 21, 2016

46,74,948 10 4,67,49,480


Pursuant to the Scheme of Amalgamation and Arrangement

6,26,74,948

62,67,49,480

14,16,00,000


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approved by Hon’ble High Court of Madras

4. Details of the shareholding of the Issuer

Shareholding pattern of the Issuer as on as on the date of the Offer Letter S. No. Particulars

( Name of the Shareholder) Total No. of Equity Shares

No. of Shares in demat forms

Total shareholding as % total no. of equity shares

1 Grandhi Varalakshmi Mallikarjuna Rao Trust 15,668,613 All 24.9998%

2 Grandhi Buchisanyasi Raju & Satyavathi Smitha Trust 15,668,613 All 24.9998%

3 Grandhi Kiran Kumar & Ragini Trust 15,668,613 All 24.9998%

4 Srinivas Bommidala & Ramadevi Trust 15,668,613 All 24.9998%

5 GMR Family Fund Trust 99 All 0.0002% 6 Grandhi Mallikarjuna Rao 297 All 0.0005% 7 G. Varalakshmi 100 Nil 0.0002% Total 62,674,948 100.0000% Notes: Shares pledged or encumbered by the promoters (if any): Nil


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5. Details of allotment made in the last one year preceding the date of this offer letter

Date No. of Shares Allotted

Face Value per Share (INR)

Issue Price (INR)

Consideration (Cash / other than Cash)

Nature of Allotment

Cumulative

Remarks

No. of Equity Shares

Equity Share (INR)

Equity Share Premium

August 11, 2016

5,60,00,000

10 56,00,00,000



5,85,90,000 58,59,00,000

14,16,00,000

-

September 21, 2016

46,74,948 10 4,67,49,480 Consideration other than cash


6,26,74,948

62,67,49,480

14,16,00,000

-


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List of top 10 holders of equity shares of the Issuer as on the latest quarter end being September 30 2016

S. No. Particulars ( Name of the Shareholder)

Total No. of Equity Shares


Total shareholding as % total no. of equity shares


15,668,613 All 24.9998%

2 Grandhi Buchisanyasi Raju & Satyavathi Smitha Trust

15,668,613 All 24.9998%

3 Grandhi Kiran Kumar & Ragini Trust 15,668,613 All 24.9998%

4 Srinivas Bommidala & Ramadevi Trust

15,668,613 All 24.9998%

5 GMR Family Fund Trust 99 All 0.0002% 6 Grandhi Mallikarjuna Rao 297 All 0.0005% 7 G. Varalakshmi 100 Nil 0.0002%

6. Details of any acquisition or amalgamation in the last one year

As a part of Group restructuring, GMR Holdings Private Limited (GHPL) along with GMR Projects Pvt. Ltd. (GPPL), amalgamated into the Company (GEPL) effective from August 10, 2016 (with Appointed Date as March 30, 2015), both are GMR Group Companies. Prior to the amalgamation, the investments of GMR Group into Group Companies, especially, the investment in the listed company GMR Infrastructure Ltd (GIL), were mainly held through GHPL and the Company. The holding structure through multiple investment companies had been causing administrative difficulties in operating such multiple investment companies, apart from the multiplication of costs and compliance requirements. The Hon’ble High Cout of Madras vide Order No. 8471/16 dated July 06, 2016 had approved the Scheme of Amalgamation and Arrangement between GHPL and GPPL with the Company (GEPL). The Order is effective from the date of Filing of the same with the Registrar of Companies, i.e, August 10, 2016.

7. Details of reorganization or reconstruction in the last one year

Type of event

Date of Announcement Date of Completion

Details

Nil


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8. Details of borrowings of the Issuer, as on the latest quarter end, being Sept 30, 2016 (unaudited) Details of secured & unsecured loan facilities:


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9. Details of NCDs

Debenture Series

Tenor/ Period

of Maturity

Coupon

Amount Date of allotment

Redemp tion date/ Schedule

Credit Rating

Secured /Unsecured

Security

Tranche One

48 months

13.25% p.a. Rs.200 Crore & January 6, 2015

* BWR BBB (SO) (Stable)

Secured Shares of GMR Infrastructure Ltd

Tranche A

57 months

3.00% p.a.**

Rs. 90 Crore & January 16, 2015

*** NA Secured 1) Mortgage on Property

2) Pledge on shares of GMR

Infrastructure Ltd 3) Bank Accounts

Tranche B

57 months

3.00% p.a.**

Rs.90 Crore & January 16, 2015

*** NA Secured 1) Mortgage on Property 2) Bank accounts

Series A 57 months

3% p.a. Rs.79 Crore & March 23, 2015

# NA Secured 1) First ranking mortgage on 2) hypothecation over the account 3) Pledge over shares of GMR Infrastructure Ltd

Series B 57 months

3% p.a. Rs.125 Crore & March 23, 2015

# NA Secured 1) First ranking mortgage on property 2) hypothecation over the account

Series D 57 months

3% p.a. Rs.125 Crore & March 23, 2015

# NA Secured 1)First ranking mortgage on property 2) hypothecation over the account

3) Pledge over shares of GMR

Infrastru cture Ltd Series A 57

months Minimum

15% Rs.212.50 Crore & April 17, 2015

$ BWR PP – MLD BBB- (Stable)

Secured (a) a first pari passu mortgage over the immoveable property of the Issuer located at Pune;

(b) a first and exclusive charge by way of mortgage over the designated bank account and monies lying to the credit thereof from time to time and any permitted investments made using the said monies; and (c) a first ranking pledge of such number of shares of the GMR


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Infrastructure Limited, so as to provide the required collateral cover in terms of the Debenture Trust Deed.

Series B 56 months 3 days

Minimum 15%

Rs.212.50 Crore & April 28, 2015


Secured -DO-

Series C Tranche I

54 months 2 days

Minimum 15%

Rs.115 Crore & June 29, 2015


Secured -DO-

Series C Tranche II

53 months 25 days

Minimum 15%

Rs.115 Crore & July 06, 2015


Secured -DO-

Series C Tranche III

53 months 5 days

Minimum 15%

Rs.122.50 Crore & July 27, 2015


Secured -DO-

Series C Tranche IV

52 months 27 days

Minimum 15%

Rs.122.50 Crore & August 04, 2015


Secured -DO-

List of Top 10 debenture holders (as on the date of the Offer Letter):

Sr. No. Name of Debenture

Holders Amount ( Rs. Lakhs)

1 First Gulf Bank 20,000.00

2 Piramal Enterprises Ltd 45,000.00

3 Baboon Investments Holding B.V 45,000.00

4 KKR India Financial Services Pvt. Ltd 18,000.00

5 KKR Capital Markets India Private Limited 190.00

6 KKR India Debt Fund I 5010.00

7 KKR India Debt Opportunities Fund III 2130.00

8 L&T Infrastructure Finance Company Ltd 21040.00


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The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued, as on 31-3-16:

Beneficiary Name Amount Rs. In crores GMR Infrastructure Ltd 150.10 GMR Tambaram Tindivanam Expressways Pvt Ltd

13.07

GMR Tuni Anakapalli Expressways Pvt Ltd 16.84 GMR Ambala Chandigarh Expressways Pvt Ltd 25.47 Sub-Total (A) 205.48

• Non fund facilities availed from banks

Bank Guarantee Amount Rs. In crores

Performance guarantee availed from Punjab National Bank

300.00

GMR Holdings (Mauritius) Ltd 237.03

GMR Projects Pvt Ltd 37.50

Sub-Total (B) 537.03

TOTAL (A+B) 742.51 Details of Commercial Papers:- The total face value of commercial papers outstanding as on

June 30 2016 being the last quarter end: Maturity Date Amount Outstanding

NIL Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on the date of the Offer Letter:

Party Name (in case of Facility)/ Instrument name

Type of Facility/ Instrument

Amount Sanctione d/Issued

Principal Amount Outstandi ng

Redempti on date/

Schedule

Credit rating

Secured/ Unsecured

Security

Nil

Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years:

Nil

Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i)

for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option:

Nil


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10. Details of the Promoter of the Issuer Details of the promoter holding of the Issuer as on September 30 2016 being the last quarter end: S.No Particulars

( Name of the Shareholder) Total No. of Equity Shares


Total shareholding as % total no.of equity shres

No. of Shares Pledged

% of shares pledged with respect to shares owned


15,668,613

All 24.9998% Nil Nil

2 Grandhi Buchisanyasi Raju & Satyavathi Smitha Trust

15,668,613 All 24.9998% Nil Nil

3 Grandhi Kiran Kumar & Ragini Trust

15,668,613 All 24.9998% Nil Nil

4 Srinivas Bommidala & Ramadevi Trust

15,668,613 All 24.9998% Nil

Nil

5 GMR Family Fund Trust 99 All 0.0002% Nil Nil

6 Grandhi Mallikarjuna Rao 297 All 0.0005% Nil Nil

7 G. Varalakshmi 100 Nil 0.0002% Nil Nil

Total 6,26,74,948 100.00%


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11. Profits of the Issuer, before and after making provision for tax, for the four financial years immediately preceding the date of circulation of the Offer Letter

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


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13. A summary of the financial position of the Issuer as in the four audited balance sheets immediately preceding the date of circulation of the Offer Letter

Balance Sheet


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Profit and Loss Statement

S.No Particulars

For the year ended March 31, 2016 (Rs.

Lakhs) - Audited

For the year ended March 31, 2015 (Rs. Lakhs) -

Audited (Consolidated)


Audited


Audited

IncomeRevenue from operations:

1 Sales / income from operations 5,321.22 1,458.00 17.41 123.69 2 Other income 300.32 528.00 - -

Total (A) 5,621.54 1,986.00 17.41 123.69 Expenses

1 Sub-contracting expenses 30.49 - - - 2 Employee benefits expenses 117.26 150.00 - - 3 Other expenses 1,847.57 1,076.00 239.00 437.74 4 Depreciation and amortisation expenses 34.79 50.00 - - 5 Finance costs 47,198.22 2,083.00 324.13 459.92

Total (B) 49,228.33 3,359.00 563.13 897.66 (Loss) / profit before exceptional items, tax expenses, minority interest and share of (loss) / profit of associates (A-B) (43,606.79) (1,373.00) (545.72) (773.96) Exceptional items - (losses) / gains (net - - - - Profit / (loss) from discontinuing operations - - - - Tax Expenses 7.18 64.00 (0.23) (0.16) Profit / (loss) for the Year (43,613.97) (1,437.00) (545.49) (773.81)


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Cash Flow Statement

In FY 2014-15 the Company’s Consolidated cash flow is not available since the Company has prepared the consolidated financials for first time for the F.Y 2014-15 ( as per Companies Act’ 2013).

Particulars

Cash flows from operating activitiesProfit before taxation (43,606.79) (545.72) (773.96) Adjustments for: - - - Provision for diminution in value of investments & Others 280.99 237.42 433.37 Depreication 34.79 - - (Profit)/Loss on sale of investments (3.68) - (Profit)/Loss on sale of Mutual Funds (15.08) - - Interest received (2,502.67) (0.31) (123.69) Dividends received (1.00) (17.10) - Interest expenses 47,198.22 324.13 459.92 Provisions (126.50) - -

1,258.29 (1.58) (4.37)

(Increase)/ decrease in short term loans and advance 1,559.28 - - (Increase)/ decrease in long term loans and advance 169.27 - - (Increase)/ decrease in trade and other receivables (117.30) (20.00) 2,060.00 (Increase)/ decrease in Current & Non Current Assets (446.45) 16.35 (22.14) Increase/ (decrease) in Trade Payables (438.62) 12.64 311.29 Increase/ (decrease) in Currrent Liabilities (18,087.05) - -

sub total (16,102.58) 7.40 2,344.79 Income taxes paid 7.18 0.23 0.16 Net cash from operating activities (16,095.41) 7.63 2,344.94

Cash flows from investing activitiesProceeds from sale of investments 3.68 1.00 - Profit/(Loss) on Sale of Mutual Funds 15.08 - - Interest received 2,502.67 0.31 123.69 Dividend received 1.00 17.10 - Depreication - - - Finance Cost (47,198.22) (324.13) (459.92) Net cash from investing activities (44,675.79) (305.72) (336.22) Cash flows from financing activities - - - Proceeds from issue of equity share capital - 199.00 150.00 Redemption of preference share capital with premium - 1,696.00 1,350.00 (Purchase)/Sale of Investments(Net) (11,257.72) - (2,624.26) (Purchase)/Sale of Fixed Assets (150.26) - - Proceeds from long term borrowings 42,707.00 (1,618.00) - Proceeds from short term borrowings (17,127.06) - (887.60) Net cash from financing activities 14,171.96 277.00 (2,011.85) Net increase/(decrease) in cash and cash equivalents (46,599.24) (21.09) (3.13)

Cash and cash equivalents at beginning of reporting period 48,422.76 30.42 33.55 Cash and cash equivalents at end of reporting period 1,823.52 9.33 30.42


Lakhs) - Audited


Audited


Lakhs) - Audited


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14. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any


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

Nil

16. Any material event/ development or change having implications on the financials/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.

Nil

17. Details of whether debt security is backed by guarantee, a letter of comfort, etc.

Nil

18. Details regarding gross Debt : Equity ratio of the Issuer pre & post Issue

Rupees in Lakhs Particulars Prior to issue of the

Debentures After Issues of the Debentures

Debt 304,034.52 316,034.52 Equity & Reserves 272,938.58 272,93.58 Debt: Equity Ratio 1.11 1.16


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PARTICULARS OF THE OFFER In the event of any inconsistency between the terms of this Offer Letter, any application form for the subscription of the Debentures and the other Transaction Documents, the terms of the other Transaction Documents (including, without limitation, the Debenture Trust Deed and the Pledge Agreement) shall prevail over those of this Offer Letter and such application forms. This Offer Letter is valid from the Issue opening Date till the Issue Closing Date. This is a summary of the Issue for the purposes of compliance with SEBI Debt Regulations and is for information purposes only. The terms of the Issue shall be governed in their entirety by the terms of the Transaction Documents (including but not limited to the Debenture Trust Deed and the Pledge Agreement.)

Security Name Rated, dematerialized, marketable, listed, redeemable, non-convertible debentures due in April 2020, to be secured by ínter alia GMR Infra Pledged Shares

Issuer/Company GMR Enterprises Private Limited

Subscriber VTB Capital plc. Only the Subscriber shall be eligible to subscribe to the Debentures

Debenture Trustee Axis Trustee Services Limited

Registrar & Share Transfer Agent

Karvy Computershare Pvt. Ltd

Calculation Agent VTB Capital plc

Type of Instrument Listed, rated, redeemable non-convertible debentures.

Nature of instrument Secured

Seniority The Debentures shall constitute direct, secured, unsubordinated and general obligation of the Company and will, save for such exceptions as may be provided by applicable legislation or judicial order, rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer subject to terms and conditions as per the Debenture Trust Deed.

Mode of Issue Private placement basis

Eligible Investors (1) Eligible financial institutions and insurance companies incorporated in India; (2) Companies incorporated under the Companies Act, 2013; (3) Non banking finance companies (NBFCs); (4) Mutual funds; (5) Foreign institutional investors (FIIs) and Qualified Foreign Investors (QFIs) as

permitted by SEBI to invest in corporate debt securities; (6) Foreign portfolio investors (FPIs) as permitted under the Securities and Exchange

Board of India (Foreign Portfolio Investors) Regulations, 2014; and (7) Provident funds, gratuity, superannuation and pension funds, subject to their

investment guidelines. Each of the above shall be eligible to invest in the Debentures as mentioned on page 53, “Who Can Invest”.

Listing The Debentures to be issued pursuant to this Offer Letter are proposed to be listed on the Wholesale Debt Market (“WDM”) segment of BSE. The Issuer has obtained “in-principle” approval from the Stock Exchange on September 27, 2016 and will apply for final listing within 2 Business Days from the Date of Allotment and will obtain final listing and trading approval for the Debentures within 5 Business Days from the Date of Allotment.

Should the listing of the Debentures not occur for any reason whatsoever within 15 (fifteen) calendar days from the Date of Allotment, the Company shall immediately redeem the Debentures and shall forthwith refund the entire Original Principal Amount received for the Debentures to the Subscriber, in any case not later than 5 (five) calendar days after the occurrence of the Non-Listing Event together with Coupon on


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the Original Principal Amount at the Coupon Rate (to be computed from the Funding Date up to the date of actual refund of the Original Principal Amount to the Subscriber), any Break Costs, Adjusted Hedging Unwind/Replacement Costs and Hedging Increased Costs as may be applicable and all other costs, fees and expenses as may be incurred by the Subscriber in relation to its subscription to the Debentures. Notwithstanding anything contained herein, the Company covenants to duly and strictly comply with any other requirements on non-listing under Applicable Law.

Rating BWR BBB-(SO) from Brickwork Ratings India Private Limited

Issue Size INR 120,00,00,000 (Indian rupees one hundred & twenty crore only)

Option to retain oversubscription

Not Applicable

Objects of the Issue Please refer to the “Details of utilization of the proceeds”

Details of the utilization of the proceeds

The net proceeds of the Debentures (after deducting any costs and expenses in relation to the Issue and depositing the Debt Service Reserve Balance in the Debt Service Reserve Account in accordance with the terms of the Transaction Documents) shall be utilized for the following purposes:

(a) refinancing of existing Financial Indebtedness of the Company or any other company in the Group; and

(b) for general corporate purposes. The Company shall, within 10 (ten) Business Days from the Date of Allotment, provide to the Debenture Trustee and the Debenture Holders, a certificate from an independent chartered accountant certifying the use of proceeds of the Debentures.

Coupon Rate Means 8% (eight per cent) per annum from the Funding Date and ending on the Final Settlement Date.

Yield Means an IRR of 13.5% (thirteen point five per cent) per annum compounded semi-annually from (and including) the Funding Date.

Step Up/Step Down Coupon Rate

Not Applicable

Coupon Payment Frequency

Half yearly commencing from (and including) the Funding Date.

Coupon Payment Dates As per Annexure 11

Coupon Type Fixed at Coupon Rate

Coupon Reset Process None

Early Redemption/ repayment of NCDs

Not Applicable

Spread Rate Reset Dates Not Applicable

Spread reset notice dates Not Applicable

Day Count basis Actual/Actual

Interest on Application Money

Interest on application money shall be paid to all applicants at the Yield from the date of realization of subscription money up to one day prior to the Date of Allotment.

Tenor 3 years and 6 months from the Date of Allotment

Redemption / Maturity Date

Date falling on expiry of period of 3 years and 6 months from the Date of Allotment

Redemption Premium/Discount

Such amount that would result in the payments made against the Debentures equaling the Target IRR on such Debentures after taking into account the size and timing of the Voluntary Purchase Amount, the Mandatory Redemption Amount, Mandatory Redemption Sanction Amount and principal payments and Coupon payments actually received in respect of such Debenture, but excluding any Default Interest paid.

Redemption Amount Debenture Payments


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Issue Price At par, face value Rs. 10,00,000/- per Debenture

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

Not Applicable

Put Option Date Not Applicable

Put Option Price Not Applicable

Call Option Date Not Applicable

Call Option Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value of each Debenture

Rs. 10,00,000/-

Minimum Subscription The Minimum Subscription Amount would be finalized at the time of the Issue. The Minimum Subscription Amount would not exceed the lower of the Issue Size and $19 Million.

Issue Opening Date Wednesday, October 27, 2016

Issue Closing Date Thursday, October 27, 2016

Pay-in Date Thursday, October 27, 2016

Issue Date / Deemed Date of Allotment

Thursday, October 27, 2016

Issuance mode of instrument

Dematerialised Mode

Trading mode of the instrument

Dematerialised Mode

Settlement mode of the instrument

Payment will be made by way of direct credit through Electronic Clearing Service (ECS), Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and where such facilities are not available, the Company shall make payment of all such amounts by way of cheque(s)/demand draft(s)/coupon warrant(s), which will be dispatched to the Debenture Holder(s) by registered post/speed post/courier or hand delivery.

Depository NSDL / CDSL

Business Day Convention When any of the due dates set out in the Transaction Documents (other than the Maturity Date or Voluntary Purchase Date) falls on a day which is not a Business Day, then the next day Business Day shall be considered as the effective due date(s). For avoidance of doubt, it is clarified that when the Accelerated Repayment Date, Mandatory Redemption Date or Mandatory Redemption Sanction Date falls on a day which is not a Business Day, then the following Business Day shall be considered as the effective Accelerated Repayment Date, Mandatory Redemption Date or Mandatory Redemption Sanction Date (as the case may be).

When the Maturity Date or Voluntary Purchase Date falls on a day which is not a Business Day, then the preceding Business Day shall be considered as the effective Maturity Date or Voluntary Purchase Date (as the case maybe).

Record Date Means, in connection with a Debenture Payment, the date falling 7 (seven) Business Days prior to the due date on which that Debenture Payment is to be paid by the Company to the Debenture Holders, by way of credit into the designated accounts of the Debenture Holders.

Security The Debentures shall be secured by the following Security to be created in favour of the Debenture Trustee (for the benefit of the Debenture Holders) prior to the Funding Date and pursuant to the Security Documents.


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(1) Pledge over GMR Infra Pledged Shares (a.) As a condition precedent to receiving the Original Principal Amount, the

Company shall create, maintain and perfect a first ranking exclusive Security Interest by way of pledge over the GMR Infra Pledged Shares in favour of the Debenture Trustee (for the benefit of the Debenture Holders) in accordance with the terms of the Pledge Agreement.

(b.) the Company shall ensure that the Security Cover is at least 2.5x as of the Date of Allotment

(c.) if on any Calculation Date, the Calculation Agent determines that the Security Cover is less than 1.875x, the Debenture Trustee (acting on the instructions of Debenture Holders by way of Majority Resolution) shall send a notice intimating the Company that the Security Cover is less than 1.875x;

(d.) on the occurrence of a Mandatory Redemption Unwind Event, the Debenture Trustee (acting on the instructions of Debenture Holders by way of Majority Resolution) shall send a notice intimating the Company that such Mandatory Redemption Unwind Event has occurred; and

(e.) during the Mandatory Redemption Unwind Period, the Debenture Trustee (acting on the instructions of Debenture Holders by way of Majority Resolution) may, on each Calculation Date on which the Share Price is reduced by an incremental 20% with respect to the Share Price on the prior relevant Calculation Date during the Mandatory Redemption Unwind Period (as determined by the Calculation Agent), send a notice intimating the Company that the Share Price has so decreased.

(2) Charge on Cash Top Up Deposit

(a.) The Company shall, within 2 (two) Business Days of the receipt of the Margin Call, make a Cash Top Up Deposit into the Cash Top Up Deposit Account such that the Calculation Agent confirms that the Security Cover is at least 2.5x on the date of such Cash Top Up Deposit.

(b.) The Company shall, within 2 (two) Business Days of the receipt of the Mandatory Redemption Unwind Margin Call, make a Cash Top Up Deposit into the Cash Top Up Deposit Account such that the Calculation Agent confirms that the Security Cover is at least 2.5x on the date of such Cash Top Up Deposit.

(c.) The Company shall, within 2 (two) Business Days of the receipt of the Additional Mandatory Redemption Unwind Margin Call, make a Cash Top Up Deposit into the Cash Top Up Deposit Account such that the Calculation Agent confirms that the Security Cover is at least 2.5x on the date of such Cash Top Up Deposit.

(d.) If at any time till the Final Settlement Date, the Calculation Agent determines that the Security Cover (excluding any Cash Top Up Deposit made by the Company pursuant to clause 11.3(b) of the Debenture Trust Deed) is at or above 2.5x for 5 (five) consecutive Business Days, the Company may request the Debenture Trustee and the Debenture Trustee (acting on instructions of Debenture Holders by way of Majority Resolution) shall instruct the Account Bank to grant release of the Cash Top Up Deposit from the Cash Top Up Deposit Account to the Company within 2 (two) Business Days of receipt of such instructions such that the Security Cover of at least 2.5x is maintained.

(e.) In the event that the Cash Top Up Deposit Account does not contain any Cash Top Up Deposit and the Calculation Agent determines that the Security Cover is at or above 3.125x for 5 (five) consecutive Business Days, the Company may request the Debenture Trustee and the Debenture Trustee (acting on instructions of Debenture Holders by way of Majority Resolution) shall release Security Interest over the GMR Infra Pledged Shares to the Company within 2 (two) Business Days of receipt of such instructions such that at all times a Security Cover of at least 2.5x is maintained.

(3) Charge on DSRA Account in terms of the Deed of Hypothecation; (4) Charge on Cash Top-Up Deposit Account in terms of the Deed of Hypothecation


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(5) Mortgage over property The Company has created and shall maintain a first ranking Security Interest by way of mortgage on all the rights, title, interest and benefit of the Company in respect of the land and building and structures appurtenant thereto on land measuring Acre 0.34 cents out of Acre 0.69 cents (0.28.0Hec) (part land) comprised in Sy. No.86/24 situated at Maruthandapalli Village, Shoolagiri Taluk, Krishnagiri District (i.e the Mortgaged Property) in favour of the Debenture Trustee (for the benefit of the Debenture Holders) in accordance with the terms of the Debenture Trust Deed.

Security Cover S / (O-C)

where, with reference to any Calculation Date:

S = the Security Value as of such Calculation Date;

O = aggregate of (i) Principal Amount; (ii) Residual Coupon; (iii) Default Interest, as applicable; and (iv) any Hedging Increased Costs and Adjusted Hedging Unwind / Replacement Costs, as applicable;

C = aggregate of Cash Top Up Deposit.

Transaction Documents (1) this Offer Letter (2) the Debenture Trust Deed (3) the Listing Agreement (4) the Debt Service Reserve Account Agreement (5) the Cash Top Up Deposit Account Agreement (6) the Debenture Trustee Agreement (7) Calculation Agent Appointment Letter (8) Deed of Hypothecation (9) Pledge Agreement (10) any other document that may be jointly designated as a Transaction Document by the Company and Debenture Holders by way of Majority Resolution.

Conditions precedent to disbursement

As provided in Annexure 8A to this Offer Letter

Conditions subsequent to disbursement

As provided in Annexure 8B to this Offer Letter

Event of Default As provided in Annexure 9 to this Offer Letter


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Provisions related to Cross Default Clause

(1) If any Financial Indebtedness of the Company for an amount in excess of INR 200,00,00,000 (Rupees two hundred crores) is declared by any creditor of the Company to be or otherwise becomes due and payable prior to its specified maturity as a result of any actual event of default, or any similar event (however described). Provided that if such default is capable of being cured and is cured by the Company within a period of 15 (fifteen) calendar days, it will not be an Event of Default.

(2) In respect of Qualifying Financial Indebtedness of the Company or any of its Affiliates: (i) such Qualifying Financial Indebtedness is not paid when due nor within

any originally applicable grace period; (ii) such Qualifying Financial Indebtedness is declared to be or otherwise

becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(iii) any commitment for such Qualifying Financial Indebtedness is cancelled or

suspended by the Subscriber as a result of an event of default (however described); or

(iv) the Subscriber thereunder becomes entitled to declare such Qualifying

Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

Default Interest Rate Means 2% (two per cent) per annum over and above the Coupon Rate.

Inconsistency/repugnance In the event of any inconsistency between this Offer Letter and the terms of any Transaction Documents, the terms of the Transaction Documents (including without limitation the Debenture Trust Deed and the Pledge Agreement) shall prevail.

Roles and responsibilities of Debenture Trustee

The Debenture Trustees will be responsible for all actions as per the SEBI (Debenture Trustee) Regulations, 1993 and the Companies Act along with the rules made thereunder, both as amended from time to time. The Debenture Trustee shall carry out its duties and perform its functions as required to discharge its obligations under the terms of the Companies Act, SEBI Debt Listing Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, Debenture Trustee Agreement, this Offer Letter and all other related Transaction Documents, with due care, diligence and loyalty.

Governing Laws and Jurisdiction

The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising thereof will be subject to the non-exclusive jurisdiction of the courts of New Delhi and the Issuer irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals. The Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the Reserve Bank of India and the Securities and Exchange Board of India or any other Governmental Authority.


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Illustration of Bond Cash Flows As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the Debentures are mentioned below by way of an illustration. This calculation is based on the assumption that the Date of Allotment will be on October 27, 2016 and the scheduled redemption date is a Business Day and is merely illustrative. If there is a change in the Date of Allotment, calculations will change accordingly.

Illustration of Bond Cash Flows Company GMR Enterprises Private Limited Face Value (per Debenture) 1,000,000.00 Issue Date/Date of Allotment 10/27/2016 (tentative) Maturity / Redemption Date 4/27/2020 Coupon Rate (p.a) 8.00% Residual Coupon 5.50% p.a. compounded Semi-Annually Frequency of the Interest Payment with specified dates First Interest on Semi Annual basis starting 27-04-2017 Day Count Convention Actual / Actual

* F.Y. 2020 is a leap year , therefore the 6th & 7th coupon / residual coupon is calculated basis 366 days. If the maturity date/redemption date of the Debentures falls on a day which is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day. If the Interest payment date of the Debentures falls on a day which is not a Business Day, the same has been adjusted be made on the following Business Day. 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.

Cash Flows Date No. of days in Coupon Period

Coupon Amount/Princip

al Repayment Amount (in Rs.)

Accrued Residual Coupon (in Rs.)

1st Coupon Thursday, April 27, 2017 182 4,78,68,493 3,40,28,515

2nd Coupon Friday, October 27, 2017 183 4,81,31,507 3,51,85,737

3rd Coupon Friday, April 27, 2018 182 4,78,68,493 3,59,91,230

4th Coupon Monday, October 29, 2018 185 4,86,57,534 3,76,21,922

5th Coupon Monday, April 29, 2019 182 4,78,68,493 3,80,78,685

6th Coupon Monday, October 28, 2019 182 4,77,37,705 3,90,51,496

7th Coupon Monday, April 27, 2020 182 4,77,37,705 4,01,55,857

Residual Coupon Payment Monday, April 27, 2020 26,01,13,443

Principal Repayment Monday, April 27, 2020 1,20,00,00,000

Total 1,79,59,83,373


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Issue Schedule

Issue opens on

Wednesday, October 27, 2016

Issue closes on


Funding Date


Date of Allotment

Thursday, October 27, 2016 (tentative)

Note: In the case of full subscription to the Issue Amount, the Issuer may at its own discretion, close the Issue earlier than the date mentioned hereinabove. Name and address of the valuer who performed valuation of the security offered Not applicable. Details of contribution made by the promoters or directors either as part of the Issue or separately in furtherance of the Objects of the Issue Not applicable. Principal terms of the assets charged as security, if any In consideration of the Debenture Holders subscribing to or purchasing the Debentures and to secure the repayment of the Debt, the Issuer agrees and shall create a first ranking and exclusive pledge in favour of the Debenture Trustee (acting for the benefit of the Secured Parties) on such number of issued, fully paid, freely transferable, listed equity shares held by the Issuer in GMR Infra, pursuant to the Share Pledge Agreement, such that the Security Cover Ratio at all times is no less than 2.5x. As on the Date of Allotment, the Share Pledge constitutes pledge over 26,00,00,000 equity shares of GMR Infra held in the name of the Issuer. In addition, the Issuer has also created security over the Cash Top Up Deposit Account and Debt Service Reserve Account in accordance with the terms of the Deed of Hypothecation. The Company has also created and shall maintain a first ranking Security Interest by way of mortgage on all the rights, title, interest and benefit of the Company in respect of the land and building and structures appurtenant thereto on land measuring Acre 0.34 cents out of Acre 0.69 cents (0.28.0Hec) (part land) comprised in Sy. No.86/24 situated at Maruthandapalli Village, Shoolagiri Taluk, Krishnagiri District (i.e the Mortgaged Property) in favour of the Debenture Trustee (for the benefit of the Debenture Holders) in accordance with the terms of the Deed. Consents Consents in writing of the registrar to the Issue and Debenture Trustee for the Debenture Holder(s) to act in their respective capacities, have been obtained.


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TERMS OF OFFER OR PURCHASE Terms of offer are set out in under the section “Particulars of the Offer” above. Below are the general terms and conditions. Issue Issue of the Debentures of the face value INR 10,00,000 (Rupees Ten Lakhs only) each, aggregating up to INR on a private placement basis not open for public subscription. Compliance with laws The Issue of Debentures is being made in reliance upon Section 42 of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, relevant provisions of the Companies Act, 1956, the SEBI Debt Regulations, Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended and other applicable laws in this regard. As per paragraph 8 of the circular CIR/IMD/FIIC/18/2010 dated November 26, 2010, SEBI has allowed foreign portfolio investors (FIIs) to invest in ‘to be listed’ debt securities. Also, as per A.P. (DIR Series) Circular No. 89 on March 1, 2012 issued by RBI, SEBI registered FIIs/sub-accounts of FIIs can invest in primary issues of non convertible debentures (NCDs/Bonds) only if listing of such NCDs/Bonds is committed to be done within 15 (fifteen) days of issuance. In case the NCDs/Bonds issued to the SEBI registered FIIs / sub-accounts of FIIs are not listed within 15 (fifteen) days of issuance to the SEBI registered FIIs / sub-accounts of FIIs, for any reason, then FII/sub-account of FII shall immediately dispose of these bonds/NCDs either by way of sale to a third party or to the Issuer and the terms of offer to FII/Sub-accounts should contain a clause that the issuer of such debt securities shall immediately redeem/buy-back the said securities from the FII/sub-account of FII in such an eventuality. Further, the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, allows foreign portfolio investors (FPIs) to invest in listed or “to be listed” NCDs/ Bonds provided such NCDs/Bonds are listed within 15 (fifteen) days of issuance. Who Can Apply Only the persons who are specifically addressed through a communication by or on behalf of the Issuer directly are eligible to apply for the Debentures. This Offer Letter is addressed only to the Subscriber, is non-transferrable and only the Subscriber may apply for the Debentures. An application made by any other person will be deemed as an invalid application and rejected. The application must be accompanied by copies (certified by directors or any other signatory authorized by the board of directors) of (i) board resolution authorising investments or letter of authorization or power of attorney, and (ii) specimen signatures of authorized signatories. Nothing in this Offer Letter shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Offer Letter and this Offer Letter and its contents should not be construed to be a prospectus under the Companies Act, 2013. Who Can Invest / List of Eligible Investors Eligible financial institutions and insurance companies; Companies; Non-banking finance companies (NBFCs) and Residuary NBFCs; Mutual funds; Foreign institutional investors (FIIs) and Qualified Foreign Investors; Foreign portfolio investors (FPIs) as permitted under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014; and Provident funds, gratuity, superannuation and pension funds, subject to their investment guidelines.


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a. Application by Eligible Financial Institutions Application by FIIs, sub-accounts of FIIs and FPIs In case of an application made by FIIs, sub-accounts of FIIs and FPIs, a copy (certified by an authorized signatory) of their registration certificate must be attached to the application form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS OFFER LETTER HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE DOCUMENTS / AUTHORIZATIONS / INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE ISSUER. THE ISSUER MAY, BUT IS NOT BOUND TO, RESPOND TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS / INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE ISSUER IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE ISSUER REQUIRED TO CHECK OR CONFIRM THE SAME. The Debentures being offered under the Issue are subject to the provisions of the Companies Act, 2013, the Memorandum of Association and the Articles of Association of the Issuer, the terms of this Offer Letter, application form and other terms and conditions as may be incorporated in the Transaction Documents. Who Cannot Invest Persons other than the Eligible Investors cannot invest in the Debentures. How to apply Only Subscriber 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, during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). 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. This is required for the applicant’s own safety and these details will be printed on the refund orders and/or redemption warrants. Payment instructions An application form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of GMR Enterprises Private Limited and crossed “Account Payee Only” that should be tendered to the Issuer. No cash will be accepted. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at such place as may be instructed by the Issuer. The entire amount of face value of INR 10,00,000 per Debenture is payable along with the submission of an application form. Applicants can alternatively remit the application amount through RTGS on the Funding Date, to the bank account of the Issuer as per the details mentioned below. The RTGS details of the Issuer are as under: Beneficiary Name: GMR ENTERPRISES PRIVATE LIMITED - DSRA A/C Name of the Bank: AXIS BANK LTD Branch: Fort Branch Account Number: 916020049270455


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IFSC Code: UTIB0000004 MICR Code: 400211002 Swift Code: AXISINBB004 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 or by way of email by sending a scanned copy of the application form to [email protected]. No payments may be made by deposit of cash.

Application Procedure Potential Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Offer Letter during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer has the right to change the Issue Schedule including the Date of Allotment only after obtaining prior consent of the potential Debenture Holders. The Issue will be open for subscription during the banking hours on each day during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer h a s t h e r i g h t t o close the Issue at an earlier date upon the Issue being fully subscribed only after obtaining prior consent of the potential Debenture Holders. Fictitious Application All fictitious applications will be rejected. As a matter of abundant caution and although not applicable in the case of the Debentures, attention of applicants is specially drawn to the provisions of subsection (1) of Section 38 of the Companies Act, 2013: “Any person who: (a) makes or abets making an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, shares therein, to him, or any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013”. Basis of Allotment Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the paid-up amount as well as submit the duly completed application form along with other necessary documents to GMR Enterprises Private Limited by the Funding Date. Date of Allotment for the Issue is Thursday, October 27, 2016 (tentative) 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. Applications under Power of Attorney A copy (certified by an authorized signatory) 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 of the investor and the tax exemption certificate/ document, if any, of the investor must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.


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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 of association and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application. PAN Number Every applicant should mention its 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. Issue Schedule

Issue Opening Date: Wednesday, October 27, 2016

Issue Closing Date: Thursday, October 27, 2016

Funding Date: Thursday, October 27, 2016

Date of Allotment: Thursday, October 27, 2016(tentative)

The Issuer has the right to change the Issue Schedule, including the Date of Allotment only after obtaining prior consent of the potential Debenture Holders. 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 Offer Letter. Depository Arrangements The Issuer shall make necessary depository arrangements with the Depositories for issue and holding of Debentures in dematerialised form. Debentures held in Dematerialised form The Debentures will be issued in dematerialised form on the Date of Allotment and in any event within 2 (two) Business Days from the Date of Allotment. The Issuer has made arrangements with the Depositories for the issue of Debentures in dematerialised form. The Depository Participant’s (DP) name, DP ID 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. Splitting and consolidation of the Debentures is not applicable in the dematerialised form since the saleable lot is one Debenture. Investors may note that subject to Applicable Law, the Debentures of the Issuer would be issued and traded in dematerialised form only. Procedure for Applying for Dematerialised Facility (a) The applicant must have at least one beneficiary account with any of the DP’s of the Depositories prior to making the application. (b) The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form. (c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP. (d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details with the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP. (e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent.


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(f) If incomplete/incorrect details are given in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer. (g) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with its DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of its demographic details given in the application form vis-a-vis those with its DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any. (h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the Registrar and Transfer Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the Registrar and Transfer Agent as on the Record Date, the Issuer would keep in abeyance the payment of the Redemption Amount or other benefits, till such time that the beneficial owner is identified by the Registrar and Transfer Agent and its details are conveyed to the Issuer, whereupon the Redemption Amount and benefits will be paid to the beneficiaries, as identified. Modification of Debentures The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated upon Approved Instructions and otherwise in accordance with the Debenture Trust Deed; provided that nothing in such consent, instruction or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions governing the Debentures and the same are not reasonably acceptable to the Issuer acting reasonably. Modification of the Offer Letter The Registrar and the Issuer may agree, without the consent of the Debenture Holder(s), but with the prior notice of the Debenture Holder(s) to any modification of this Offer Letter which is a manifest or proven error or is in violation of any provision of law. Modifications of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with Approved Instructions or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture Holders in accordance with the Debenture Trust Deed. Right to accept or reject Applications The Board reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. 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. Trustee for the Debenture Holder(s) The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intend to enter into the Debenture Trust Deed on or about the date of this Offer Letter 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). 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 Trustee Agreement and Debenture Trust Deed shall more specifically set out rights and remedies of the Debenture Holders and the manner of enforcement thereof. The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor


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as to the monies paid/invested by investors for the Debentures. Sharing of Information The Issuer may, at its option, but subject to Applicable Law, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and Affiliates nor their agents shall be liable for use of the aforesaid information. 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 shareholders of the Issuer. Notices Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed. Succession In the event of winding-up of a Debenture Holder, the Issuer will recognize the executor or administrator of the concerned Debenture Holder, or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognise such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognise such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity. Mode of Transfer/ Transmission of Debentures The Issuer shall not assign or transfer all or any of its rights or obligations under the Debenture Trust Deed except with the prior written consent of the Debenture Trustee. The Debenture Trustee shall (subject to written consent of the Majority Debenture Holders) be entitled to freely assign its rights under the Debenture Trust Deed to any person without the prior consent of the Issuer. Further, the Debenture Holders will reserve the right to assign, transfer, novate or effect sub-participation to one or more parties, their rights and obligations under the Transaction Documents at their sole discretion in accordance with the terms of the Debenture Trust Deed. The Debentures shall be transferable freely to all classes of Eligible Investors. It is clarified that the Debentures are not intended to be held by any category of persons who are not Eligible Investors. Subject to the foregoing, the Debentures may be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013 and the Debenture Trust Deed. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by Depositories and the relevant Depository Participants of the transfer or transferee and any other Applicable Laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the Register of Beneficial Owners maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. Provided further that nothing in this section shall prejudice any power of the Issuer to register as Debenture Holder any person to whom the right to any Debenture of the Issuer has been transmitted by operation of law. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures.


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Debentures held in Dematerialised form The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 and any other applicable regulations (including of any relevant stock exchange) and these conditions. The issue of the Debentures shall be made in dematerialised form. However, the Issuer will use a common transfer form for physical Debentures if at a later stage there, pursuant to a change in Applicable Law, is any holding in physical form due to the Depository giving any investor the option to rematerialise the Debentures. Effect of Holidays Should any of the dates defined above or elsewhere in this Offer Letter other than the Date of Allotment, fall on a public holiday, is not a Business Day, the next succeeding Business Day shall be considered as the effective date(s). In case Record Date / book closure date falls on a day which is not a Business Day, the day prior which is a Business Day shall be the Record Date / book closure date. However, for avoidance of doubt, the Date of Allotment may fall on a non-Business Day. Unless otherwise specified, whenever any payment to be made or action to be taken under the Debenture Trust Deed, is required to be made or taken on a day other than a Business Day, such payment shall be made or action be taken on the immediately preceding Business Day. However, if the due date of Coupon falls on a day other than a Business Day, then the payment of Interest as applicable on such Due Date of Interest shall be made on the immediately succeeding Business Day. Letter of Allotment The Issuer shall issue a letter of allotment to each Debenture Holder on the Date of Allotment evidencing the Debentures allotted to it. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, to the Debenture Holders not more than 2 (two) Business Days from the Date of Allotment. Date of Allotment All the benefits under the Debentures will accrue to the investor from the specified Deemed Date of Allotment. The Date of Allotment for the Issue is October 27, 2016 (tentative). Record Date All requests for transfer should be submitted prior to the Record Date for payment of Interest/Redemption Amounts. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 1 (one) Business Day from the Date of Allotment of the Debentures. In 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 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 BSE within 15 business days of Date of Allotment, the entire amount will be refunded to the Debenture Holders. Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961 will be deducted at source. Subject to the provisions of the Debenture Trust Deed, the Issuer shall make all payments to be made by it to any Debenture Holders under the Transaction Documents without any deduction or withholding for or on account of Taxes (“Tax Deduction”), unless a Tax Deduction is required by Applicable Law. Provided, however, that any Tax Deduction made by the Issuer shall be subject to and in accordance with the provisions of the Debenture Trust Deed. If a Tax Deduction is required by Applicable Law to be made by the Company in respect of any payment to be made to the Subscriber, the amount of the payment due from the Company shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax


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Deduction had been required. In the event the Issuer is required to make a Tax Deduction, the Issuer shall make the payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by Applicable Law. Tax exemption certificate/document, under Section 195(3) or Section 197(1) of the Income Tax Act, 1961, if any, must be lodged at the office of the Issuer before the Record Date. Tax exemption certificate for interest on application money, if any, should be lodged along with the Application Form. Payment on Redemption No action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by electronic clearing services (ECS), real time gross settlement (RTGS), direct credit or NEFT (and where none of these services is available, such payment shall be made by the Issuer by way of bank draft or demand drafts) by credit to the respective bank accounts of the Debenture Holders whose names appear on the list of beneficiaries maintained by the Registrar and Transfer Agent. The names would be as per the Registrar and Transfer Agent’s records on the relevant Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The Debentures shall be taken as discharged to the relevant extent on payment of the applicable (in full or in part, as applicable) Redemption Amount by the Issuer on the related Redemption Date to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) or any other relevant record in case of demat of debentures on the relevant 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 the Depository and accordingly the account of the Debenture Holder(s) with the Depository 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 on redemption and payment thereof. Loss of Letter(s) of Allotment / Principal and Interest Payment Instruments Loss of letter(s) of allotment and/ or principal payment instrument / interest payment instrument should be intimated to the Issuer along with the request for issue of a duplicate letter(s) of allotment/ payment instrument(s). If any letter(s) of allotment/ payment instrument(s) is lost, stolen, or destroyed, then upon production of proof thereof, to the satisfaction of the Issuer and upon furnishing such indemnity, as the Issuer may deem adequate and upon payment of any expenses incurred by the Issuer in connection thereof, new letter(s) of allotment / payment instrument(s) shall be issued. A fee will be charged by the Issuer, not exceeding such sum as may be prescribed by Applicable Law. Governing Law and the Jurisdiction of the Courts The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising thereof will be subject to the non-exclusive jurisdiction of the courts of New Delhi and the Issuer irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals. The Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the Reserve Bank of India and the Securities and Exchange Board of India or any other Governmental Authority. Permission / Consent from the prior creditors and undertaking on creation of charge Not Applicable


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ANNEXURE 1: SHAREHOLDERS RESOLUTION

(attached separately)


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ANNEXURE 2: BOARD RESOLUTION



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ANNEXURE 3A: CREDIT RATING LETTER FROM BRICKWORK RATINGS INDIA PRIVATE LIMITED



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ANNEXURE 3B: RATING RATIONALE



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ANNEXURE 4: CONSENT LETTER FROM DEBENTURE TRUSTEE



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ANNEXURE 5: DETAILS OF OTHER DIRECTORSHIPS OF DIRECTORS



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ANNEXURE 6: APPLICATION FORM



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ANNEXURE 7A: STANDALONE AUDITED RESULTS FOR FY 2015-16



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ANNEXURE 7B: STANDALONE AUDITED RESULTS FOR FY 2014-15


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ANNEXURE 8A: CONDITIONS PRECEDENT TO DISBURSEMENT



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ANNEXURE 8B: CONDITIONS SUBSEQUENT TO DISBURSEMENT



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ANNEXURE 9: EVENTS OF DEFAULT



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ANNEXURE 10: IN-PRINCIPAL LISTING APPROVAL FROM THE STOCK EXCHNAGE



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ANNEXURE 11: COUPON PAYMENT DATES

Cash Flows Date

1st Coupon Thursday, April 27, 2017

2nd Coupon Friday, October 27, 2017

3rd Coupon Friday, April 27, 2018

4th Coupon Monday, October 29, 2018

5th Coupon Monday, April 29, 2019

6th Coupon Monday, October 28, 2019

7th Coupon Monday, April 27, 2020

ANNEXURE 5

(DETAILS OF OTHER DIRECTORSHIPS OF DIRECTORS)

1. Mr. Govindarajulu T. Sl. No. Names of the Companies/ bodies corporate Nature of interest

1 GMR Enterprises Private Limited Director 2 Kirthi Timbers Private Limited Director 3 GMR Projects Private Limited Director 4 GMR SEZ Infra Services Limited Director 5 GMR Infratech Private Limited Director 6 DHRUVI SECURITIES PRIVATE LIMITED Director 7 PHL Infrastructure Finance Company Private Limited Director 8 Grandhi Enterprises Private Limited Director 9 Rajam Enterprises Private Limited Director 10 Corporate Infrastructure Services Private Limited Director 11 Ideaspace Solutions Private Limited Director 12 GMR Corporate Affairs Private Limited Director 13 Geokno India Private Limited Director 14 GMR Business & Consultancy LLP Designated Partner

2. Mr. M.V. Srinivas

Sl. No. Names of the Companies/ bodies corporate Nature of interest 1 GMR Enterprises Private Limited Director 2 Sri Varalakshmi Jute Twine Mills Private Limited Director 3 Fabcity Properties Private Limited Director 4 GMR SEZ Infra Services Limited Director 5 Pashupati Artex Agencies Private Limited Director 6 Cadence Enterprises Private Limited Director 7 Gateways For India Airports Private Limited Director 8 Corporate Infrastructure Services Private Limited Director 9 Ideaspace Solutions Private Limited Director 10 GMR Corporate Affairs Private Limited Director 11 GMR Corporate Center Limited Director

3. Mr. Chakka Srinivasa Rao

Sl. No. Names of the Companies/ bodies corporate Nature of interest 1 GMR Enterprises Private Limited Director 2 Sri Varalakshmi Jute Twine Mills Private Limited Director 3 Kirthi Timbers Private Limited Director 4 GMR Infratech Private Limited Director 5 Rajam Enterprises Private Limited Director 6 Corporate Infrastructure Services Private Limited Director 7 Ideaspace Solutions Private Limited Director 8 GMR League Games Private Limited Director 9 Varalakshmi Enterprises LLP Designated Partner

Disclosure Document cum Private Placement Offer Letter Date of Circulation: October 21, 2016

Private & Confidential - FOR PRIVATE CIRCULATION ONLY Addressee: VTB Capital PLC

Serial Number: 001 / FY 2016-17

APPLICATION FORM Application Form for Subscription to Privately Placed Debentures

GMR ENTERPRISES PRIVATE LIMITED Registered Office Unit No.1B, First floor, Riaz Garden, Old. No.12, New No. 29, Kodambakkam High Road, Chennai - 600034, Tamil Nadu. Tel. No: +91 11 4608 4250

Date of Application: October 27, 2016

Application No: 001 / FY 2016-17 Dear Sirs, We have received, read, reviewed and understood all the contents, terms and conditions and required disclosures in the disclosure document and private placement offer letter dated October 21, 2016 bearing Serial Number 001 / FY 2016-17 specifically addressed to us (“Offer Letter”) and the other Transaction Documents. Now, therefore, we hereby agree to subscribe to the Debentures mentioned hereunder, subject to the terms of the said Offer Letter, this application form and other Transaction Documents. We authorise you to record our name(s) on the Register of Debenture Holders of the Issuer that may be so allocated, credit our demat account with the Debentures and record our address(es) as given below. We note that the Issuer is entitled in its absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever.

We confirm that in relation to our obligations under the Transaction Documents, we are in compliance with all applicable financial recordkeeping and reporting requirements and the money laundering statutes (including the rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority having jurisdiction over us, or to which we are subject and includes the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act and any similar law enacted in the United States and in the United Kingdom to the extent applicable to us.

Yours faithfully, For VTB Capital PLC. (Name and Signature of Authorised Signatory) The details of the application are as follows:

Applicant’s Details

Name of the Applicant ______________________________________________________________________________________________

Address of the Applicant ____________________________________________________________________________________________

Pin Code ___________ Telephone Number ______________ Fax Number _______________ Country of Domicile ___________________

Investor Category SEBI REGISTERED FOREIGN PORTFOLIO INVESTOR (FPI) PAN / PAN Equivalent ___________________________

Application Details

Face Value Rs 10,00,000/- (Rupees Ten lakh Only)

Issue Price At Par

Application Amount INR 120,00,00,000/-

Number of Debentures Applied for (in words) 1200

Number of Debentures Applied for (in figures) (Twelve Hundred Only)

Payment Details

Amount (in words)

Amount (in figures)

Mode of Payment

Date of Payment

Bank Name on which Electronic Fund Transfer is made

UTR Number for Payment Confirmation

____________________________________________________TEAR HERE__________________________________________________

Disclosure Document cum Private Placement Offer Letter Date of Circulation: [•]

Private & Confidential - FOR PRIVATE CIRCULATION ONLY Addressee: VTB Capital PLC

Serial Number: 001 / FY 2016-17

Acknowledgement Slip Date, Stamp & Signature of the Registrar

Received From: VTB Capital PLC Date October _____, 2016

Number of Debentures Applied for Amount Paid

Date of Payment Mode of Payment

Electronic Fund Transfer Made on Bank UTR Number

Applicant’s Depository Details

DP Name Depository NSDL CDSL

DP ID / Client ID

Tax Deduction at Source for Interest on Application Money

Non Exempt Fully Exempt (Please Furnish Exemption Certificate)

Rate of Tax to be Deducted at Source:

Specimen Signature

Name of the Authorized Signatory Designation Signature

1

2

INSTRUCTIONS

1. Application must be completed in full BLOCK LETTERS IN ENGLISH except in case of signature. Applications, which are not complete in every respect, are liable to be rejected.

2. Payments must be made by RTGS or cheque marked „A/c Payee only‟ or bank draft drawn in favour of “GMR Enterprises Private Limited” and as per the following details:

Bank : AXIS BANK LTD

Branch : Fort Branch

Account No. : 916020049270455

IFSC Code : UTIB0000004

MICR : 400211002

Swift Code : AXISINBB004

Cheque or bank draft should be drawn on a scheduled bank payable

at par. Money orders or postal orders will not be accepted.

Payment shall be made from the bank account of the person

subscribing. In case of joint-holders, monies payable shall be paid

from the bank account of the person whose name appears first in the

application. No cash will be accepted.

3. The Original Application Form along with relevant documents should be forwarded to the Registered Office of the Issuer to the attention of Ms. Yogindu Khajuria or by email to [email protected], on the same day the application money is deposited in the Bank. A copy of PAN Card must accompany the application.

4. In the event of the Debentures offered being over-subscribed, the same will be allotted on a first come first serve basis by the Issuer. 5. The Debentures shall be issued in demat form only and subscribers may carefully fill in the details of Client ID/ DP ID. 6. In the case of application made under Power of Attorney or by limited companies, following documents or as may be required (attested

by Company Secretary /Directors/Authorised Signatories) must be lodged along with the application or sent directly to the Issuer at its Registered Office to the attention of Ms. Yogindu Khajuria or by email to [email protected], along with a copy of the Application Form.

(a.) Certificate of Incorporation and Memorandum & Articles of Association, if applicable; (b.) Resolution of the Board of Directors and identification of those who have authority to operate; or power of attorney granted to its

managers, officers, authorized persons or employees to transact business on its behalf (or in the case of application by a custodian on behalf of a SEBI registered FII or FPI, the power of attorney provided to the custodian), if applicable;

(c.) Certificate of registration, if applicable; (d.) PAN (otherwise exemption certificate by IT authorities); (e.) DP ID, Client ID, DP Name; (f.) Bank Account Details; and (g.) Tax Residency Certificate. (h.) The attention of applicants is drawn to Sub-Section (1) of Section 38 of the Companies Act, 2013, which is reproduced below:

7. Any person who: (a.) makes or abets making an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or’ (b.) makes or abets making of multiple applications to a company in different names or in different combinations of his name or

surname for acquiring or subscribing for its securities; or (c.) otherwise induces directly or indirectly a company to allot, or register any transfer of, shares therein, to him, or any other person in a

fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013. 8. The applicant represents and confirms that it has understood the terms and conditions of the Debentures and is authorised and eligible to

invest in the same and perform any obligations related to such investment.

SCHEDULE 8A

(CONDITIONS PRECEDENT)

1. Corporate Documents

The Company has, in a form and substance satisfactory to the Debenture Trustee (acting on the instructions of the Subscriber by way of Majority Resolution), submitted the following information and documents to the Debenture Trustee:

(a) An up-to-date certified true copy of the Memorandum and Articles together with the certificate of incorporation.

(b) A certified true copy of a resolution of the Board:

(i) approving the terms and execution of and the transactions contemplated by this Deed and the other Transaction Documents;

(ii) approving the creation of Security Interest over Secured Assets;

(iii) authorising, the affixation of the common seal on this Deed and the other Transaction Documents, and a director or directors or other authorised signatories to execute this Deed and the other Transaction Documents, as may be required; and

(iv) authorising a person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Deed and the other Transaction Documents.

(c) A specimen signature of each such person authorised by the resolution referred to in paragraph above.

(d) A certificate of a director or an authorised signatory of the Company certifying that each copy document relating to it specified in Part 1A of Schedule 5 is correct, complete and in full force and effect as at a date no earlier than the Funding Date.

(e) A certified true copy of the Original Financial Statements.

(f) A certified true copy of the resolution passed by the shareholders of the Company approving the private placement of the Debentures under Section 42 and Rule 14(2)(a) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

(g) A certified true copy of the resolution of the Board authorising the Debenture Trustee to be the sole signatory to the Debt Service Reserve Account.

(h) A certified true copy of the resolution of the Board authorising the Debenture Trustee to be the sole signatory to the Cash Top Up Deposit Account.

2. Transaction Documents

The Company shall have duly stamped and executed or entered into the Transaction Documents in a form and manner acceptable to the Debenture Trustee (acting on the instructions of the Subscriber by way of Majority Resolution).

3. Other Conditions

The Company has, in a form and substance satisfactory to the Debenture Trustee (acting on the instructions of the Subscriber by way of Majority Resolution), submitted the following information and documents to the Debenture Trustee:

(a) The resolution of the Board or a committee authorised by the Board for allotting the Debentures, have been finalised by the Company and are in agreed form.

(b) The credit rating of the Debentures from the Credit Rating Agency shall not be lesser than BWR BBB-(SO) and a copy of such letter from the Credit Rating Agency in relation to the credit rating being provided to the Debenture Trustee.

(c) The Company shall have filed the Offer Letter in relation to the Debentures with BSE and obtained its in-principle approval for the listing of the Debentures and a copy of the same being provided to the Debenture Trustee.

(d) Execution of the letter of consent appointing the Debenture Trustee as debenture trustee in relation to the Issue of the Debentures in accordance with Section 71 of the 2013 Act (as amended, modified or replaced from time to time).

(e) The Company shall have filed Annexure W/form 28 and provided the pledge master report generated by the Depository in relation to the creation of Security Interest over GMR Infra Pledged Shares.

(f) The Company shall have made filings with BSE under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 in relation to creation of Security Interest over GMR Infra Pledged Shares.

(g) The Company shall have filed Form CHG-9 in relation to the Secured Assets.

(h) The Company shall also have registered the registered mortgage over Mortgaged Property with the relevant sub-registrar in whose jurisdiction the Mortgaged Property is situated.

(i) The Company shall provide sufficient evidence to the Debenture Trustee that all GMR Infra Shares held by GMR Holdings Private Limited and GMR Projects Private Limited have been validly transferred to the Company, and that the Company is the legal and beneficial owner of such GMR Infra Shares.

(j) A certificate from an independent chartered accountant certifying in relation to the Company that:

(i) there are no income tax dues or liabilities of the Company in relation to Section 281 of the Tax Act;

(ii) no proceedings have been initiated or are pending against the Company under Section 281 of the Tax Act;

(iii) no notice has been served on the Company in terms of Rule 2 of the Second Schedule to the Tax Act; and

(iv) no claims have been received in respect of any tax or any other sum payable by the Company as a result of completion of any proceedings under Section 281 of the Tax Act.

(k) Company shall have made an application under Section 281 of the Tax Act for creation of Security Interest over GMR Infra Pledged Shares and Mortgaged Property.

(l) A certificate from a chartered accountant addressed to the Debenture Trustee certifying that:

(i) the Issue of the Debentures and together with the existing borrowing of the Company will not breach any borrowing or similar limit on the Company; and

(ii) the Issue together with existing Financial Indebtedness of the Company secured by pledge over GMR Infra Shares does not exceed the limit of INR 2500,00,00,000 as provided under the debenture trust deed dated 3 March 2015 between Company and IL&FS Trust Company Limited, debenture trust deed dated 11 February 2015 between Company and HDFC Bank, documents executed with L&T Infrastructure Finance Company Limited, and debenture trust deed dated 15 April 2015 between Company and IDBI Trusteeship Services Limited (Existing Trust Deeds).

(m) A certificate from a chartered accountant addressed to the Debenture Trustee certifying that:

(i) decrease in the percentage of unencumbered shareholding of promoter and promoter group in GMR Infra is on account of the Company complying with its share top-up requirements in relation to various borrowings which fall within the ambit of ‘permitted indebtedness’ as defined under the Existing Trust Deeds and is not on account of availing any further Financial Indebtedness; and

(ii) decrease in the number of GMR Infra Shares held by the Company in GMR Infra is on account of the Company complying with its share top-up requirements in relation to various borrowings which fall within the ambit of ‘permitted indebtedness’ as defined under the Existing Trust Deeds and is not on account of availing any further Financial Indebtedness.

(n) Company shall have made an application to the Depository for creation of ISIN and shall have obtained ISIN in relation to the Debentures.

(o) Company shall have provided the Debenture Trustee evidence with respect to the payment of stamp duty in connection with the issue of the Debentures (in a form and manner satisfactory to the Debenture Trustee).

(p) The Company shall have provided sufficient evidence to the Debenture Trustee of the establishment of the Debt Service Reserve Account and the Cash Top Up Deposit Account.

(q) The Company shall have delivered a notice of charge to the Account Bank in accordance with the terms of the Deed of Hypothecation for creation of charge over the Debt Service Reserve Account and Cash Top Up Deposit Account and received a duly acknowledged copy from the Account Bank.

(r) A certificate from the Company (signed by the director/authorised signatory) confirming that:

(i) there has been no change to any of the documents, confirmations, certificates, resolutions and information delivered by it or in relation to it under this Schedule since the date of delivery;

(ii) each of the documents, confirmations, certificates, resolutions and information delivered by it or in relation to it under this Schedule continues to be in full force and effect;

(iii) no Event of Default is continuing or would result from the allotment of Debentures under the proposed Issue;

(iv) the representations and warranties set out in Schedule 2 (Representations and Warranties) of this Deed and in each other Transaction Document are true;

(v) it is not in material breach (technical or otherwise) of any its obligations under any material documents to which it is a party to;

(vi) it is not unable to pay its debts within the meaning of section 434 of the 1956 Act and would not become unable to do so in consequence of the Issue or entering into the Transaction Documents to which it is a party or creating any Security under the Transaction Documents to which it is a party;

(vii) no execution or other legal process issued on a judgment, decree or order of any court in favour of its creditor remains unsatisfied in whole or in part;

(viii) no action has been taken or is pending (including the filing of documents with any court), no other steps have been taken by any person and no legal proceedings have been commenced or are threatened or are pending for:

its winding up, liquidation, dissolution, administration or reorganisation; (A)or

it to enter into any composition or arrangement with its creditors (B)generally; or

the appointment of a receiver, administrator, administrative receiver, (C)trustee or similar officer in its respect or any of its property, undertaking or assets,

and no event equivalent to any of the foregoing has occurred in or under the laws of India;

(ix) the Issue, the entry into of the Transaction Documents and any Security created by the it under or pursuant to the Transaction Documents will be entered into or made, as the case may be, by it, in good faith and for the purpose of carrying on its business, and there are reasonable grounds for believing that such entry into of such Transaction Documents and the creation of Security thereunder would benefit it;

(x) in issuing and allotting the Debentures and in entering into the Transaction Documents to which it is a party and/or creating the Security under or pursuant to the Transaction Documents to which it is a party it has no desire to give a preference to any person as contemplated by Section 531 of the 1956 Act; and

(xi) there being no Material Adverse Effect as determined by Subscriber.

(s) Completion of due diligence on the Company in the form and substance satisfactory to potential Subscriber.

(t) The Subscriber has been provided sufficient evidence that all fees and expenses in connection with transactions under the Transaction Documents have been paid.

(u) A copy of any other authorisation or other document, opinion or assurance which the Debenture Trustee has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Transaction Document or for the validity and enforceability of any Transaction Document.

ANNEXURE 8B

(CONDITIONS SUBSEQUENT)

1. On the Funding Date upon receipt of the Original Principal Amount, the Company shall provide to the Debenture Trustee (for the benefit of the Subscriber), a certified true copy of the resolution passed by the Board recording the issue and allotment of the Debentures to the Subscriber.

2. By no later than 2 (two) Business Days after the Date of Allotment, the Company shall credit the Debentures into the demat accounts of the Subscriber.

3. By no later than 2 (two) Business Days after the Date of Allotment, the Company shall file the Offer Letter with BSE for obtaining final listing and trading approval from BSE in respect of the Debentures.

4. By no later than 5 (five) Business Days from the Date of Allotment, the Company will obtain the final listing and trading approvals from BSE in respect of the Debentures.

5. By no later than 5 (five) Business Days from the Date of Allotment, the Company shall upload all details as mentioned in Clause 8.15 of the SEBI circular dated 21 April 2016 on “Electronic book mechanism for issuance of debt securities on private placement basis” with all electronic book providers as approved by SEBI.

6. By no later than 7 (seven) Business Days after the Date of Allotment, the Company shall provide to the Debenture Trustee (for the benefit of the Debenture Holder), a certified true copy extract of its updated Register of Debenture Holders.

7. By no later than 10 (ten) Business Days after the Date of Allotment, the Company shall provide to the Debenture Trustee and the Debenture Holders, a certificate from an independent chartered accountant certifying the use of proceeds of the Debentures.

8. By no later than 30 (thirty) calendar days of circulation of the Offer Letter, the Company shall take all necessary steps including without limitation filing a copy of Offer Letter and a complete record of the private placement offer (as provided in Form PAS-5 under Companies (Prospectus and Allotment of Securities) Rules, 2014) with the Registrar of Companies and SEBI in relation to the private placement of the Debentures.

9. By no later than 90 (ninety) calendar days from the Date of Allotment, the Company shall forward a copy of the consent received under Section 281 of the Tax Act, for creation of Security Interest over GMR Infra Pledged Shares and Mortgaged Property, to the Debenture Trustee (for the benefit of the Debenture Holders).

ANNEXURE 9 (EVENTS OF DEFAULT)

Each of the following shall be an Event of Default: 1. NON PAYMENT

The Company fails to pay any amount due under this Deed (including without limitation under Clause 7, Clause 11.3(b), Clause 11.4(j), Clause 19, Clause 20, Clause 21 and Clause 31.6 of this Deed) and any of the other Transaction Documents on the due date or on demand, (as the case may be) in the manner required under the Transaction Documents. Each failure of the Company to pay any amount due shall constitute a separate Event of Default. It is clarified that Default Interest on such overdue amount from its actual due date up to the date of actual payment shall be payable in accordance with Clause 6.3 of this Deed.

2. BREACH OF OTHER OBLIGATIONS The Company does not comply with any of its duties or obligations under the Transaction Documents other than any failure to make any Debenture Payment under paragraph 1 above. Provided that if such non-compliance is capable of being remedied and is remedied by the Company within a period of 15 (fifteen) calendar days, it will not be an Event of Default.

3. MISREPRESENTATION

Any representation or statement made or deemed to be made by the Company in any Transaction Document or any other document delivered by or on behalf of the Company under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made. Provided that if such representation or statement is capable of being remedied and is remedied by the Company within a period of 15 (fifteen) calendar days, it will not be an Event of Default.

4. FAILURE TO UTILIZE PROCEEDS The Company fails to utilize the proceeds of Debentures as contemplated under Clause 8 of this Deed.

5. CROSS DEFAULT (a) If any Financial Indebtedness of the Company for an amount in excess of INR

200,00,00,000 (Rupees two hundred crores) is declared by any creditor of the Company to be or otherwise becomes due and payable prior to its specified maturity as a result of any actual event of default, or any similar event (however described). Provided that if such default is capable of being cured and is cured by the Company within a period of 15 (fifteen) calendar days, it will not be an Event of Default.

(b) In respect of Qualifying Financial Indebtedness of the Company:

(i) such Qualifying Financial Indebtedness is not paid when due nor within any

originally applicable grace period;

(ii) such Qualifying Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(iii) any commitment for such Qualifying Financial Indebtedness is cancelled or suspended by the Subscriber as a result of an event of default (however described); or

(iv) the Subscriber thereunder becomes entitled to declare such Qualifying Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

6. INSOLVENCY

(a) The Company is unable to or deemed by law to be unable to or admits its inability to, pay

its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) The value of the assets of the Company is less than its liabilities. (c) The Company has, at the end of any financial year, accumulated losses equal to or

exceeding the sum total of its paid-up capital and free reserves.

(d) The Company fulfills the criteria of a “sick company” or a “potentially sick company” under the Sick Industrial Companies (Special Provisions) Act, 1985.

7. INSOLVENCY PROCEEDINGS Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,

administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company;

(b) the Company in respect of the corporate debt restructuring mechanism of the RBI or any restructuring undertaken by the Company outside of the corporate debt restructuring mechanism;

(c) a composition, compromise, assignment or arrangement with any creditor of the Company;

(d) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, provisional supervisor or other similar officer in respect of any the Company or any of its assets; or

(e) enforcement of any Security over any assets of the Company or any analogous procedure or step is taken in any jurisdiction,

provided that nothing in this paragraph shall apply to frivolous or vexatious (in the sole determination of the Debenture Holders by Majority Resolution) proceedings which are stayed, discharged, dismissed or withdrawn within a period of 45 (forty-five) calendar days (or any other period as may be mutually agreed between the Debenture Holders and the Company) after the date of its institution.

8. JUDGMENTS, CREDITORS' PROCESS

(a) The Company fails to comply with or pay any sum due from it under any final judgment or any final order made or given by a court of competent jurisdiction.

(b) Any attachment, sequestration, distress or execution affects any asset or assets of the Company.

9. MORATORIUM

The government of India or any other relevant Governmental Authority declares a general moratorium or “standstill” (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which includes Financial Indebtedness) owed by the Company (and whether or not such declaration, order or regulation is of general application, applies to a class of persons which includes the Company).

10. EXPROPRIATION Any governmental or other authority (whether de jure or de facto) takes a step with a view to the nationalisation, compulsorily acquisition, expropriation, requisition or seizure all or any part of the business or assets or material rights of the Company.

11. CESSATION OF BUSINESS The Company ceases, or threatens to cease, to carry on all or a substantial part of the business it carries on or proposes to carry on as at the date of this Deed.

12. UNLAWFULNESS AND INVALIDITY (a) It is or becomes unlawful for the Company to perform its obligations under any

Transaction Documents.

(b) Any obligations of the Company under any Transaction Document are not or cease to be legal, valid, binding or enforceable.

13. REPUDIATION The Company repudiates a Transaction Document or evidences an intention to repudiate any Transaction Document to which it is a party.

14. SECURITY (a) Any Security required to be created is not so created within the time period specified in

this Deed and the Transaction Documents.

(b) Any Security Document is not (once entered into) in full force and effect or any Security Document does not (once entered into) create in favour of the Debenture Trustee (for the benefit of the Debenture Holders) the Security which it is expressed to create fully perfected with the ranking and priority it is expressed to have.

(c) Any Security Document is assigned or otherwise transferred, amended or terminated, repudiated or revoked without the approval of the Debenture Trustee (acting on the instructions of the Debenture Holders by way of Majority Resolution).

15. MATERIAL ADVERSE EFFECT

The Debenture Trustee (acting on the instructions of the Debenture Holders by way of Majority Resolution) determines that a Material Adverse Effect exists, has occurred or could reasonably be expected to occur. Provided that if such event is capable of being cured and is cured by the Company within the expiry of 15 (fifteen) Business Days of such occurrence, it will not be an Event of Default.

16. AUDIT QUALIFICATION Any audit letter (by whatever name called) relating to any financial statements of the Company (considered on a standalone basis) contains qualifications provided that no Event of Default shall occur under this paragraph if such reservations are addressed and resolved to the satisfaction of the Debenture Trustee (acting on the instructions of the Debenture Holders by way of Majority Resolution) within 21 (twenty-one) Business Days after the date of the audit letter.

17. LITIGATION Any litigation, arbitration, investigative or administrative proceeding is current, pending or threatened to restrain Company’s entry into, the exercise of an Company’s rights under, or compliance by the Company with any of its obligations under, the Transaction Documents. Provided that nothing in this paragraph shall apply to any proceedings which are discharged, dismissed or withdrawn within a period of 90 (ninety) calendar days after the date of its institution.

18. CREDIT RATING

The Credit Rating Agency withdraws the rating assigned to the Debentures or the rating of the Debentures falls by two notches below the rating assigned to the Debentures on the Date of Allotment.

19. MERGER AND REORGANISATION The Company entering into any amalgamation, demerger, merger or corporate reconstruction without the prior written consent of the Debenture Trustee (acting on the instructions of the Debenture Holders by way of Majority Resolution).

20. CONSTITUTIONAL DOCUMENTS Any amendment to the Memorandum or the Articles of the Company without the prior written consent of the Debenture Holders by way of Majority Resolution. It is clarified that any amendment which is required by Applicable Law or which does not prejudice rights of the Debenture Holders under the Transaction Documents will not be an Event of Default under this paragraph 20.

21. FAILURE TO OBTAIN/TERMINATION/REVOCATION OF APPROVALS

(a) Any Approval obtained in compliance with this Deed or any Transaction Documents is terminated or withheld or ceases to be in full force and effect.

(b) Failure to obtain any Approvals as required pursuant to the Transaction Documents.

(c) Proceedings are commenced by any Government Authority for the purpose of revoking, terminating, withdrawing, suspending, modifying or withholding any Approvals and such proceeding is not dismissed within a period of 60 (sixty) calendar days of its commencement, and if adversely determined, shall have a Material Adverse Effect.

22. SALE, DISPOSAL AND REMOVAL OF ASSETS The Company has caused or effected (whether by way of a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) sale, transfer, disposal or alienation of any of the Secured Assets.

23. TAX CLAIMS Any litigation, arbitration, investigative or administrative proceeding is current, pending or threatened by or before any Tax authority in respect of the Company which may have a Material Adverse Effect.