GVK AIRPORT DEVELOPERS PRIVATE LIMITED Airport... · Fax: + 91 040 23354042 Contact Person: K....

Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of a Prospectus) Dated: December 11, 2009

Serial No. [•]

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GVK AIRPORT DEVELOPERS PRIVATE LIMITED Registered Office: “Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003, India

Telephone: + 91 40 27902663; Fax + 91 40 27902665; Website: www.gvk.com

Contact Person: A. Issac George; E mail: [email protected].

ISSUE BY WAY OF PRIVATE PLACEMENT BY GVK AIRPORT DEVELOPERS PRIVATE LIMITED (THE ‘COMPANY’) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“NCDs”) OF A FACE VALUE OF Rs. 10,00,000 WITH MARKETABLE LOT OF ONE DEBENTURE FOR CASH AGGREGATING UP TO Rs. 685 CRORES (THE ‘ISSUE’).

GENERAL RISKS

Investment in debt and debt related securities involves a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, potential investors must rely on their own examination of the Company and the Issue including the risks involved. The NCDs have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document.

COMPANY’S ABSOLUTE RESPONSIBILITY

The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

“BWR AA-(so)-” (pronounced as “Double A Minus (Structure Obligation)”) by Brickwork Ratings India Private Limited (“Brickwork”) for Rs. 685 crores non convertible debenture programme by the Company, indicating “High-credit quality” for timely servicing of debt obligations. The rating is not a recommendation to buy, sell or hold the rated debt and investors should take their own decision. Brickwork does not assume any responsibility on its part for any liability that may arise consequent to the Company not complying with any eligibility criteria from time to time for issuance of short term debt. The rating may be subject to suspension, revision or withdrawal at any time by the assigning rating agency. The rating agencies have a right to revise, suspend or withdraw the rating at any time on the basis of new information or unavailability of information or such circumstances which the Credit Rating Agency believes may have an impact on its rating. For further details including in respect of the rationale for the credit rating, please refer to respective Rating Rationale.

LISTING

The NCDs offered through this Information Memorandum are proposed to be listed on the Whole Sale Debt Market Segment (“WDM Segment”) of the Bombay Stock Exchange Limited (“BSE”). The BSE has pursuant to its letter dated December 4, 2009, given its in-principle approval to list the NCDs.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY- IN DATE

December 11, 2009 December 11, 2009 December 11, 2009

The Company reserves the right to change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice.

The Issue shall be subject to the terms and conditions of this Information Memorandum filed with the BSE and other documents in relation to the Issue.

SOLE BOOK RUNNER AND LEAD ARRANGER

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

STANDARD CHARTERED BANK 90, M. G. Road, Fort, Mumbai - 400 001. Tel: +91 22 2267 0224 Fax: +91 22 2265 1255 Email: [email protected] Contact Person: Rahul Bahety Website: www.standardchartered.co.in

IL&FS Trust Company Limited The IL&FS Financial Centre, Plot C-22, Bandra –Kurla Complex, Bandra East, Mumbai – 400 051. Tel: +91 22 2653 3333 Fax: +91 22 2653 3297 Email: [email protected] Contact Person: Sukanya Khan Website: www.ilfsindia.com

Sathguru Management Consultants Private Limited Plot no-15, Hind Nagar, Panjagutta, Hyderabad-500 034. Tel: +91 40 23350586 Fax: + 91 040 23354042 Contact Person: K. Raghunathan Website: www.sathguru.com

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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus) Dated: June 9,, 2009

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NOTICE TO INVESTORS This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus under the Companies Act, 1956 (the “Companies Act”) and has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. This Issue of NCDs to be listed on the WDM segment of the BSE is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 49 persons and each copy of this Information Memorandum is individually numbered. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the NCDs to the public in general. Neither this Information Memorandum nor any other information supplied in connection with the NCDs is intended to provide the basis of any credit or other evaluation and a recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any NCDs. Each potential Investor contemplating the purchase of any NCDs should make its own independent investigation of the financial condition and affairs of the Company, and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue. Potential Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the NCDs and should possess the appropriate resources to analyze such investment and the suitability of an investment to the Investor's particular circumstances. The Company confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue and issue of the NCDs, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made not misleading. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Information Memorandum or in any material made available by the Company 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 Company. This Information Memorandum and the contents hereof are addressed only to the intended recipients who have been addressed directly and specifically through a communication by the Company and the Sole Book Runner and Lead Arranger. All potential Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those potential Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being made to any persons other than the investor to whom this numbered Information Memorandum has been sent. Any application by a person to whom this Information Memorandum has not been sent by the Company shall be rejected without assigning any reason. Invitations, offers and sales of NCDs shall only be made pursuant to this Information Memorandum. You may not be and are not authorised to (1) deliver this Information Memorandum to any other person; or (2) reproduce this Information Memorandum in any manner whatsoever. Any distribution or reproduction of this Information Memorandum in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Information Memorandum is unauthorised. Failure to comply with this instruction may result in a violation of the SEBI Regulations or other applicable laws of India and other jurisdictions. This Information Memorandum has been prepared by the Company for providing information in connection with the proposed Issue described in this Information Memorandum. The Company does not undertake to update this Information Memorandum to reflect subsequent events after the date of this Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Information Memorandum nor sale of any NCDs made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company since the date hereof.

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The Issue is a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue in any jurisdictions other than India. Hence, this Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the NCDs or the distribution of this Information Memorandum in any jurisdiction where such action is required. This Information Memorandum is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or regulation. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. This Information Memorandum is made available to potential investors in the Issue on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise. DISCLAIMER OF THE SOLE BOOK RUNNER AND THE LEAD ARRANGER It is hereby declared that the Company has exercised due-diligence to ensure complete compliance of prescribed disclosure norms in this Information Memorandum. The role of the Sole Book Runner in the assignment is confined to marketing and placement of the NCDs on the basis of this Information Memorandum. The Sole Book Runner has neither scrutinized nor vetted or conducted any due-diligence for verification of the contents of this Information Memorandum. The Sole Book Runner shall use this Information Memorandum for the purpose of soliciting subscription(s) from qualified institutional investor(s) in the NCDs to be issued by the Company on a private placement basis. It is to be distinctly understood that the use of this Information Memorandum by the Sole Book Runner should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved or vetted by the Sole Book Runner; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum. DISCLAIMER CLAUSE OF THE STOCK EXCHANGE As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Regulations. No filing has been made, or will be made, with SEBI. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that the NCDs will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Company, its promoters, its management or any scheme or project of the Company.

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TABLE OF CONTENTS � �

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NOTICE TO INVESTORS........................................................................................................1 DEFINITIONS AND ABBREVIATIONS................................................................................4 RISK FACTORS .....................................................................................................................11 FINANCING REQUIREMENTS............................................................................................15 HISTORY AND MAIN OBJECTS.........................................................................................16 OBJECTS OF THE ISSUE......................................................................................................18 FINANCIAL HIGHLIGHTS...................................................................................................19 REGULATORY DISCLOSURES...........................................................................................21 ISSUE PROCEDURE..............................................................................................................25 DECLARATION .....................................................................................................................32

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DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. General Terms Term Description “GVK” or the “Company”

GVK Airport Developers Private Limited

“we”, “us”, “our” Unless the context otherwise requires, the Company and its Subsidiaries

Subsidiaries GVK Airports Holding Private Limited (“GVK Airport Holdings”) and Mumbai Airport Developers Private Limited (“MADPL”)

Company Related Terms Term Description Articles of Association The articles of association of the Company

BIAL means Bangalore International Airport Limited, a company incorporated under the Act with corporate identity number U45203KA2001PLC028418 and having its registered office at Administrative Block, Devenahalli- 560 300

Board of Directors/ Board

The board of directors of the Company or a duly constituted committee thereof

Director(s) Director(s) on the Board, as appointed from time to time

MIAL means Mumbai International Airport Private Limited, a company incorporated under the Act with corporate identity number U45200MH2006PTC160164 and having its registered office at Terminal 1-B, CSI Airport, Santacruz East, Mumbai – 400 099

Registered Office “Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003. Issue Related Terms Term Description Allot/ Allotment/ Allotted

Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Application Form The form in which an investor can apply for subscription to the NCDs

Beneficial Owner(s) Holder(s) of the NCDs in dematerialized form as defined under section 2 of the Depositories Act, 1996

Bidvest Debt Means any Financial Indebtedness incurred by the Company or the Guarantor up to Rs. 10,01,10,00,000 to finance the direct or indirect acquisition of 13.5% shares of MIAL from Bid Services Division (Mauritius) Limited

Credit Rating Agency Brickwork Ratings India Private Limited

Debt Listing Agreement Simplified Debt Listing Agreement for Debt Securities, as amended from time to time

Debentures/NCDs Secured, redeemable, non-convertible debentures of the face value of Rs. 10,00,000 each aggregating to Rs. 685 crores

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Term Description Debenture holder(s) / NCD Holders

Persons who are for the time being holders of the NCDs and whose names are last mentioned in the Register of Debenture holders and shall include the Beneficial Owners

Debenture Trustee Trustee for the Debenture holders, in this case being IL&FS Trust Company Limited

Debenture Trust Deed Means the trust deed dated [•], 2009 entered into between the Debenture Trustee and the Company in relation to the Issue

Debenture Trustee Regulations

Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as amended

Depository A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL

Financial Indebtedness Means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility

or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire

purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables

to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with

protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) shares which are expressed to be redeemable or shares

which are the subject of a put option or any form of guarantee;

(i) debentures which are expressed to be compulsorily

convertible or debentures which are the subject of a put option or any form of guarantee;

(j) any counter-indemnity obligation in respect of a

guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution except any counter indemnity issued by the Guarantor to guarantee any amounts borrowed by the Company as permitted under the various documents

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Term Description executed for the purposes of this Issue; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above

First Acquisition means the acquisition of shares aggregating to 12% of the paid up share capital of BIAL by the Company or MADPL from Flughafen Zuerich AG

Guarantor Means GVK Power & Infrastructure Limited, a company incorporated under the Act with corporate identity number L74999AP2005PLC059013 and having its registered office at “Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003

Information Memorandum

This Information Memorandum through which this Issue is being made

Interest 8.98 % per annum, compounded on a monthly basis

Issue Issue by way of private placement of the NCDs by the Company

Issue Size Rs. 685 crores

OMDA 1 means the operations, management and development agreement dated April 4, 2006 entered into between Airport Authority of India and MIAL

OMDA 2

means the operations, management and development agreement dated July 5, 2004 entered into between The President of India acting through the Secretary, Ministry of Civil Aviation, Government of India and BIAL

Registered Debenture holder

The Debenture holder whose name appears in the Register of Debenture holders or in the beneficial ownership record furnished by the Depository for this purpose

Register of Debenture holders

The register maintained by the Company containing the name of Debenture holders entitled to receive interest in respect of the NCDs on the Record Date, which shall be maintained at the Registered Office

Registrar/Registrar to the Issue

Registrar to this Issue, in this case being Sathguru Management Consultants Private Limited

Second Acquisition means the acquisition of shares aggregating to 17% of the paid up share capital of BIAL by the Company or MADPL from the existing shareholders of BIAL, which shares are not part of the First Acquisition

Security Trustee IL&FS Trust Company Limited

SHA 1 Means the amended and restated shareholders’ agreement dated June 10, 2005 entered into between Karnataka State Industrial Investment and Development Corporation Limited, Airports Authority of India, Siemens Project Ventures GmbH, Flughafen Zuerich AG, Larsen and Toubro Limited and BIAL

SHA 2 Means the shareholders’ agreement dated April 4, 2006 entered into between Airports Authority of India, Mumbai International Airport Private Limited, GVK Airport Holdings Private Limited, Bid Services Division (Mauritius) Limited and ACSA Global Limited

Sole Book Runner and Lead Arranger

The arranger appointed for the purposes of this issue, Standard Chartered Bank (“SCB”)

Working Days All days except Saturday, Sunday and any public holiday on which banks in Mumbai and Hyderabad are open for business

Conventional and General Terms, Abbreviations and References to Other Business Entities

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Abbreviation Full form BSE / Stock Exchange The Bombay Stock Exchange Limited

Companies Act The Companies Act, 1956, as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant/ DP

A depository participant as defined under the Depositories Act

Equity Shares Equity shares of the Company of face value of Rs. 10 each

Fiscal Period of twelve months ended March 31 of that particular year, unless otherwise stated

ISIN International Securities Identification Number

IT Act The Income Tax Act, 1961, as amended from time to time

LOA Letter of Allotment

NSDL National Securities Depository Limited

p.a. Per annum

RBI The Reserve Bank of India

RoC / ROC The Registrar of Companies, Andhra Pradesh

Rs. Rupees

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992

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

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SUMMARY TERM SHEET

Issuer GVK Airport Developers Private Limited

Sole Book Runner and Lead Arranger

Standard Chartered Bank

Instrument Secured Redeemable Non-Convertible Debentures

Face Value Rs. 10,00,000/- per Debenture

Minimum No of Debenture to be applied for

1 (one) Debenture and in multiples of 1 (one) Debenture thereafter

Issue Size Rs. 685 crores

Guarantor Means GVK Power & Infrastructure Limited, a company incorporated under the Act with corporate identity number L74999AP2005PLC059013 and having its registered office at “Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003

Guarantee Unconditional and irrevocable guarantee from the Guarantor for the repayment of the outstanding principal amount and accrued interest. The guarantee will be provided on or prior to the Deemed Date of Allotment of the Debentures.

Mode of Placement On private placement basis to all eligible investors

Purpose To refinance existing debt of the Borrower availed from Banks and Financial Institutions and general corporate purpose provided it is a bankable end use.

Issue price per debenture At par

Redemption Price Per Debenture

Rs.10,00,000 (Rupees Ten Lakhs only) per Debenture and accrued interest thereon

Rating BWR AA-(so) by Brickwork

Tenor 366 days from the Deemed Date of Allotment (unless redeemed earlier in case of a Voluntary Redemption Event or a Mandatory Redemption Event)

Coupon/Interest 8.98 % per annum, compounded on a monthly basis

Coupon Payment To be paid at the time of Redemption along with Redemption Price

Redemption Bullet Repayment of the outstanding principal amount on the NCDs and any accrued but unpaid interest thereon, on the Redemption Date

Redemption Date Means (a) the date falling at the end of 366 days from the Deemed Date of Allotment; or (b) an Early Redemption Date

Interest Payment Date The Redemption Date

Redemption Amount along with the accrued interest thereon at the end of 366 days

Rs. 7,492,931,044.90

Security 1. A first ranking pari passu pledge over the 72% of the shares of the Company held by the Guarantor;

2. A first ranking pari passu pledge over the 72% of the shares of GVK

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Airport Holdings Private Limited held by the Company; and 3. A first ranking pari passu pledge over the 99.9% of the shares of

MADPL held by the Company.

Early Redemption Date Means the date when the NCDs would be subject to compulsory redemption pursuant to a Mandatory Redemption Event or an event of default as described under the Debenture Trust Deed or a date on which the Debentures are voluntarily redeemed by the Company in accordance with the Debenture Trust Deed.

Mandatory Redemption Event

Any time during which any Debenture is outstanding, in the event: (a) If the Company, its subsidiaries or the Guarantor raise any Equity or

incur any Financial Indebtedness other than the moneys due under the terms of this Issue or the Bidvest Debt; or

(b) If the Guarantor either in a single transaction or in a series of

transactions, whether related or not and whether voluntarily or involuntarily, sells, transfers, grants or leases or otherwise disposes of all or any substantial part of its assets or shareholding in other entities without the prior approval of the Debenture holders,

(c) the First Acquisition does not take place within 15 days of the Second

Acquisition then the Company shall immediately and mandatorily redeem 50% of the Debentures then outstanding and repay the principal amount on such Debentures along with the accrued Interest, Early Redemption Costs and costs, charges and expenses incurred in connection with such Debentures; or

(d) the Company informs the Debenture Trustee or the Debenture Trustee

becomes aware that the Second Acquisition will not be possible after the First Acquisition has taken place, then the Company shall immediately and mandatorily redeem such number of Debentures the principal outstanding on which is equal to the principal amount of all Debentures (i.e. Rs. 685 crores) less 50% of the purchase price paid under the First Acquisition, and the Company shall pay the Interest, costs, charges and expenses accrued thereon and Early Redemption Costs.

Provided that the Company shall be under no obligation to pay any Early Redemption Costs or any break costs/prepayment premium, unless the same have been mutually discussed between the Company and the Debenture holders, and agreed to by the Company. The amount of NCDs to be redeemed in a Mandatory Redemption Event shall be as set out in the Debenture Trust Deed.

Voluntary Redemption Event

Subject to applicable law, the Company may voluntarily redeem only all (but not part of) the Debentures outstanding together with interest, costs, charges and expenses accrued thereon and Early Redemption Costs, by providing a notice to the Debenture holders and the Debenture Trustee, at least 7 Working Days prior to the proposed redemption date.

Early Redemption Costs Means the amount (if any) by which the interest which a Debenture holder should have received on any Debentures for the period from the date following the date of an Early Redemption Date to the date falling at the end

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of 366 days from the Deemed Date of Allotment in respect of Debentures held by it exceeds the amount which that Debenture Holder would be able to obtain by placing an amount equal to the principal amount of the number of Debentures which are redeemed on the Early Redemption Date held by such Debenture holder on deposit with a leading scheduled bank for a period starting on the Working Day following the day on which such Debenture holder places the deposit and ending on 366 days from the Deemed Date of Allotment. Provided that the Company shall be under no obligation to pay any Early Redemption Costs or any break costs/prepayment premium, unless the same have been mutually discussed between the Company and the Debenture holders, and agreed to by the Company.

Opening Date of the Issue* December 11, 2009

Closing Date of the Issue* December 11, 2009

Deemed Date of Allotment *

December 11, 2009

Issuance mode Dematerialized

Trading Dematerialized

Listing On the WDM Segment of the BSE

Depository NSDL and CDSL

Tax Deduction at Source As per the amended provisions of section 193 of the IT Act, no tax is deductible at source from the amount of interest payable on any listed demat security held by a person resident in India

Trustees IL&FS Trust Company Limited

Credit Rating BWR AA-(so)

*The Company reserves the sole and absolute right to modify (advance/ postpone) the Issue opening/ closing date(s) and also the Deemed Date of Allotment without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Company. The Company also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice.

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RISK FACTORS An investment in the Debentures involves risks. You should carefully consider all the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in the Company’s Debentures. To obtain a complete understanding, you should read this section in conjunction with the sections “Business” and “History and Main Objects” in this Information Memorandum, as well as the other financial and statistical information contained in this Information Memorandum. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, the Company’s business, results of operations and financial condition could suffer, the price of our Debentures could decline, and you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. Risks relating to the Issue 1. We are dependent on our investment in MIAL and BIAL for our income.

We are primarily a holding company with equity interests in the operating companies that operate the Mumbai and Bengaluru airports. Any event that impacts the operations and profits of these two companies could have an adverse effect on the Company’s business and financial condition.

2. The regular operation of the Mumbai and Bengaluru airports depends on services provided

by third parties, including the authorities and other service providers.

Like most other airports, the safe and efficient operation of the Mumbai and Bengaluru airports depend in large measure on the services provided by third parties, such as air traffic control authorities and the various airlines that utilize the airports. The Mumbai and Bengaluru airports are also dependent upon various companies and government entities for the provision of services such as airport operations, power, supply of fuel to aircraft, food catering as well as immigration and custom services for international passengers. MIAL and BIAL are not responsible for and cannot control the services provided by third party service providers. Any disruption or failure of the operation of these third parties may have an adverse effect on the operation of the Mumbai and Bengaluru airports and consequently on MIAL and BIAL’s business, prospects, financial condition and results of operations. Any event that impacts the operations and profits of these two companies could have an adverse effect on the Company’s business and financial condition.

3. The Company has pledged its shareholding in MIAL and BIAL to various banks/financial

institutions as in their capacity as project lenders.

GVK Airport Holdings has pledged/proposes to pledge its shareholding in MIAL and MADPL has pledged/proposes to pledge its shareholding in BIAL to various banks and financial institutions as security for the project loans availed of by MIAL and BIAL respectively. Given that substantial portion of the shareholding has been pledged to banks and financial institutions, if there is any default under the financing documents the banks and financial institutions may sell the shares pledged to them. Such sale of shares may result in a loss of investment for the Company. This could have an adverse effect on the Company’s business and financial condition.

4. The operation, management and development of the Mumbai and Bengaluru airport are

subject to a number of risks.

Pursuant to the OMDA 1 and OMDA 2 (the “OMDA Agreements”) and other operative agreements (the “Agreements”), MIAL and BIAL assumed the control of the Mumbai and

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Bengaluru airports respectively. These Agreements amongst other things, govern the development, operation, management and maintenance of the Mumbai and Bengaluru airports as well as the ownership and control of MIAL and BIAL, and provide for a number of duties and obligations of MIAL and BIAL and the shareholders of MIAL and BIAL. If MIAL or BIAL breach any of these Agreements, covenants or quality standards provided in the OMDA Agreements or if any of the representations or warranties provided by MIAL or BIAL in the OMDA Agreements prove to be materially inaccurate or MIAL or BIAL fail to make certain payments or take certain actions, the agreements governing the Mumbai or Bengaluru airports (as the case may be) could be terminated or GVK Airport Holdings or MADPL could be required to transfer their equity interest in MIAL or BIAL respectively to a third party or be required to pay substantial damages. This could have an adverse effect on the Company’s business and financial condition.

5. Enforcement of Shares pledged as a security for the NCDs shall be subject to the provisions of OMDA 1, OMDA 2 and SHA 2

Any enforcement of the shares pledged as a security for the NCDs will have to comply with the conditions set out in OMDA 1, OMDA 2 and SHA 2. These conditions include a condition in OMDA 1 that the Guarantor shall continue to retain ‘control’ over GVK Airport Holdings, whether through the ownership of voting securities, by contract or otherwise, or the power to elect or appoint at least half the directors, managers, partners or other individuals exercising similar authority. In addition, under SHA 2 the Government of India/ AAI may have to approve a prospective transfer/buyer of the pledged shares based on political sensitivities.

6. Changes in interest rates may affect the price of our NCDs.

All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.

7. Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus our ability to raise further debts. This Issue has been rated by Brickwork Ratings India Private Limited as having a “BWR AA-(so)-” for the issuance of the NCDs for an aggregate amount of Rs.685 crores. The Company cannot guarantee that these ratings will not be downgraded. Such a downgrade in the above credit ratings may lower the value of the NCDs and may also affect the Company’s ability to raise further debt.

EXTERNAL RISK FACTORS 8. The Debentures may not be a suitable investment for all purchasers.

Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition.

9. Interpretation of some Indian laws is uncertain.

Indian laws comprise but are not limited to legislation at Central and State levels and also

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various rules, regulations, notifications, guidelines, governmental orders, by-laws and internal policy rulings. The reporting mechanism relating to these is not entirely systematic and such laws may be published in publications not having wide circulation and not necessarily in a timely manner. There are limited and unsatisfactory facilities for verification of such laws. Such laws are not always consistent or comprehensive, and precedent to enable interpretation is limited. It is also possible that such laws may have retrospective effect. The application of such laws can therefore be uncertain.

10. Changes in Taxation related legislation could affect the value of the Debentures.

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. 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.

11. Uncertain Trading Market

The Company intends to list the Debentures on the WDM segment of the BSE. The Company cannot provide any guarantee that the Debentures will be frequently traded on the BSE and that there would be any market for the Debenture(s).

12. Future legal and regulatory obstructions

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the series Debentures, and restrict the Company’s ability to do business in its target markets. The timing and content of any new law or regulation is not within the Company’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on its business, results of operations and financial condition.

Further, the SEBI, the BSE or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected or even rejected.

13. A slowdown in economic growth in India could cause the Company’s business to suffer

The Company’s performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy may adversely affect its business, including its ability to enhance its asset portfolio and the quality of its assets, and its ability to implement certain measures could be adversely affected by a movement in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or a general down trend in the economy.

14. Political instability or changes in the government could delay further liberalization of the

Indian economy and adversely affect economic conditions in India generally, which could impact the Company’s financial results and prospects

Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the Company’s business. Financial difficulties and other problems in certain financial institutions in India could cause the Company’s business to suffer. The Company is exposed to the risks of the

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Indian financial system, which in turn may be affected by financial difficulties, trends and other problems faced by certain Indian financial institutions. The problems faced by such Indian financial institutions and any instability in or difficulties faced by the Indian financial system generally could create an adverse market perception about Indian financial institutions, banks and NBFCs. This in turn could adversely affect the Company’s business, its future financial performance and its shareholders’ funds.

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FINANCING REQUIREMENTS

Description of Security for the Issue: The security to be provided in relation to the issuance of the NCDs would constitute the following:

1. A first ranking pari passu pledge over the 72% of the shares of the Company held by the Guarantor;

2. A first ranking pari passu pledge over the 72% of the shares of GVK Airport Holdings held

by the Company; and

3. A first ranking pari passu pledge over the 99.9% of the shares of MADPL held by the Company.

The security referred to in (1), (2) and (3) above shall be created in favour of the Security Trustee for the benefit of the Debenture holders pursuant to three separate pledge agreements. The Company confirms that share pledges will not be in contravention of the OMDA 1, OMDA 2, SHA 1 and SHA 2. Cover for the Issue: The Company shall maintain a 100% security cover of the total Issue Size and interest payable on the NCDs at all times during the tenor of the NCDs. Also the Company shall, in accordance with the provisions of the Debt Listing Agreement, maintain a 100% asset cover sufficient to discharge the principal amount at all times during the tenor of the NCDs. Corporate Guarantee: The Guarantor shall also provide a corporate guarantee for the entire amount of the NCDs, and interest thereon, along with costs and expenses.

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HISTORY AND MAIN OBJECTS History of the Company The Company was incorporated on June 10, 2005 with its registered office at “Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003. The main object of the Company is to invest directly or indirectly in companies engaged in providing infrastructural facilities. The Company is a wholly owned subsidiary of GVK Power & Infrastructure Limited, (“GVKPIL”), a listed entity. On March 22, 2006, Bowstring & Projects Investments Private Limited (“BPIPL”) acquired 9,900 shares from the existing shareholders and as a result, the Company became a 99% subsidiary of BPIPL. Through a scheme of amalgamation, as approved by the Hon’ble High Court of Delhi, BPIPL has been amalgamated with GVKPIL. With effect from April 1, 2006 (being the Appointed Date), by virtue of BPIPL amalgamated with GVKPIL, the Company has become a 99% subsidiary of GVKPIL. Subsequently, the balance 1% was also transferred to GVKPIL on February 1, 2008, and, the Company became a wholly owned subsidiary of GVKPIL. The Company has invested in its subsidiary i.e. GVK Airport Holdings, which in turn has invested in MIAL, a special purpose vehicle established for the purpose of operations, development and modernization of the Chhatrapati Shivaji International Airport, Mumbai. Material Agreement entered into by the Company: The Company has entered into the following material agreement The Board of Directors of the company, at its meeting held on 05-11-2009, has approved the acquisition of 4,61,52,000 shares being 12% of paid up equity share capital of Bangalore International Airport Limited (BIAL) at a total cost of Rs.484,59,60,000 (Rupees Four Hundred Eighty Four Crores Fifty Nine Lacs and Sixty Thousand Only) from Flughafen Zuerich AG, and in relation therewith the company has signed a share purchase agreement dated 30th September 2009 with Flughafen Zuerich AG. The above acquisition will be completed upon obtaining necessary consents. The Company proposes to acquire 6,53,82,000 shares being 17% of the paid up equity share capital of Bangalore International Airport Limited (BIAL), which are currently being held by L&T Infrastructure Development Projects Limited, at a total cost of Rs.686, 51,10,000 (Rupees Six Hundred Eighty Six Crores Fifty One Lacs Ten Thousand Only), and in relation to this the Company has signed a share purchase agreement with L&T Infrastructure Development Projects Limited. The above acquisition will be completed upon obtaining necessary consents. The Company may choose to acquire these shares through a subsidiary company. In relation to the above, the Company has also entered into escrow arrangements and has also availed of a term loan of Rs. 650,00,00,000 from Standard Chartered Bank and Standard Chartered Investments and Loans (India) Limited in terms of a facility agreement dated November 13, 2009. The company has also entered into a Strategic Alliance Agreement dated September 30, 2009 with Unique Airports Worldwide AG (Zurich Airport) to collaborate for new airport projects in specified countries in the Indian Sub-Continent and for existing operations in BIAL and Mumbai International Airport Limited. Share Capital Details of the Company The Company’s share capital as on March 31, 2009 is set forth below.

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Particulars Amount (Rs.)

A. Authorized

Authorized Share Capital (20,00,000 equity shares of Rs.10/- each)

2,00,00,000

B. Issued, Subscribed and Paid up

(20,00,000 equity shares of Rs.10/- each) 2,00,00,000

C. Securities Premium Account Nil

Material Developments since the Last Balance Sheet Date, March 31, 2009

Please refer to the above mentioned paragraph “Material Agreement entered into by the Company”.

Other Material Developments Other than as disclosed in this Information Memorandum, there are no other material events or developments or changes at the time of this Issue or subsequent to the Issue which may affect the Issue or the investors’ decision to invest/continue to invest in the Issue.

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OBJECTS OF THE ISSUE Funds Requirement and Utilisation of Net Proceeds The proceeds of the Issue will be used to repay the existing credit facilities availed by the Company and for general corporate purposes provided it is a bankable end use.

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FINANCIAL HIGHLIGHTS Statement of Profits and Losses (Unconsolidated)

(Rupees in Million) For the year ended March 31, Particulars

2009 (Audited)

2008 2007 2006

Income - - - - Income from Telecom consultancy

-

-

-

-

Profit on sale of investments - - - - Others - - - - Total - - - - Expenditure Consultancy charges - - - - Employee cost - - - -

Other operating expenses 0.01 0.01 0.01 0.00 Interest - - - - Depreciation - - - - Total 0.01 0.01 0.01 0.00 Profit before taxes -0.01 -0.01 -0.01 -0.00 Current tax - - - - Deferred Tax - - - - Fringe Benefit Tax - - - - Tax relating to earlier years - - - - Profit after taxes -0.01 -0.01 -0.01 -0.00 Statement of Assets and Liabilities (Unconsolidated)

(Rupees in Million) As at March 31, Particulars

2009 (Audited)

2008 2007 2006

A Fixed assets - - - -

B Investments 0.10 0.10 0.10

0.10

C Current Assets, Loans and Advances

Cash and Bank Balances 0.05 0.02 - - Loans and Advances

(including sundry debtors)

18114.42

1060.06

Other current assets 0.11 Total: 18114.58 1060.18 0.21 0.10

D Liabilities and Provisions Secured Loans - - - - Unsecured Loans - - - - Current Liabilities and

Provisions 0.01 0.02 0.01 0.00

Total: 0.01 0.02 0.01 0.00 E Net worth 1811.58 1060.16 0.20 0.09 F Represented by 1. Share Capital 0.10 0.10 0.10 0.10

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2. Reserves -0.26 -024 -0.23 -0.22 3. Share Application money 1811.74 1060.30 0.33 0.21 Net worth 1811.58 1060.16 0.20 0.09

A copy of the audited financials of the Company for year ended March 31, 2009 and Unaudited/provisional Financial Results of the Company for the Year Ended September 30, 2009 are provided as Annexure B and Annexure C respectively.

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REGULATORY DISCLOSURES This section sets out information as required by Schedule I of the SEBI Regulations. 1. Name and registered office of the Company

Name: GVK Airport Developers Private Limited Registered Office: “Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003.

2. Names and details of the directors of the Company

Name of the Director, Designation

Age (Years)

Residential Address

G V Krishna Reddy Chairman

72 6-3-250/A, Road No.1, Banjara Hills Hyderabad – 500 034

G V Sanjay Reddy Director

45 6-3-1089/A, Somajiguda Hyderabad 500 082

Shalini Bhupal Director

46 6-3-250/A/1, Road No.1 Banjara Hills Hyderabad 500 034

None of the Company’s Directors are listed as defaulters in the CIBIL Defaulters’ List as on of the date of this Information Memorandum.

3. A brief summary of the business / activities of the Company and its line of business. The Company has no business other than to hold the shares of MADPL and GVK Airports Holding Private Limited and to hold shares indirectly in MIAL.

4. A brief history of the Company since its incorporation giving details of its activities including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any. The capital structure of the Company as on March 31, 2009 was:

Particulars Amount (Rs.)

A. Authorized

Authorized Share Capital (20,00,000 equity shares of Rs.10/- each)

2,00,00,000

B. Issued, Subscribed and Paid up

(20,00,000 equity shares of Rs.10/- each) 2,00,00,000

C. Securities Premium Account Nil

5. The Issue

The Company proposes to issue Secured Redeemable Non Convertible Debentures of face value Rs. 10,00,000 with 8.98% per annum, payable on the Redemption Date on the outstanding amount, in arrears, from the Deemed Date of Allotment up to the Redemption

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Date. The coupon is compounded on a monthly basis. 6. Issue Size

Rs. 685 crores

7. Utilization of the Issue Proceeds

For details of the utilization of the proceeds please see the section “Objects of the Issue” in this Information Memorandum.

8. A statement containing particulars of the dates of, and parties to all material contracts,

agreements involving financial obligations of the Company

Please see the section titled “History and Main Objects” in this Information Memorandum.

9. Details of other borrowings including any other issue of debt securities in past:

The Company has availed of a bridge loan facility for an amount aggregating to Rs. 650 crores. The Company has no other borrowings and has not issued any debt securities in the past.

10. Any material event/development or change at the time of issue or subsequent to issue which may affect the issue of the investor’s decision to invest/continue to invest in the debt securities.

Please see the section titled “Risk Factors” in this Information Memorandum.

11. Particulars of the Debt Securities issued

As of the date of this Information Memorandum, the Company has not issued any debt securities.

12. Details of Certain Holders of Equity and Debt Securities

The following are the shareholders of the Company as on the date of filing of this Information Memorandum with the BSE:

S. No Name of Shareholders No of shares Rs 10 each

No. Equity Shares held

1. GVK Power & Infrastructure Ltd 19,79,900 99.00 2. G V Krishna Reddy jointly with

GVK Power & Infrastructure Ltd 20

3. G Indira Krishna Reddy jointly with GVK Power & Infrastructure Ltd

20

4. Krishna Ram Bhupal jointly with GVK Power & Infrastructure Ltd

15

5. Shalini Bhupal jointly with GVK Power & Infrastructure Ltd

15

6. G V Sanjay Reddy jointly with GVK Power & Infrastructure Ltd

15

7. G Aparna Reddy jointly with GVK Power & Infrastructure Ltd

15

8. GVK Industries Limited jointly with GVK Power & Infrastructure Ltd

20,000 1.00

TOTAL 20,00,000 100

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13. Undertaking to use a Common Form of Transfer

The Company will issue the Debentures in dematerialised form only and there will not be any physical holdings. However, the Company will use a common transfer form for physical holdings if, at a later stage, there is some holding in physical form due to the Depository giving the option of rematerialisation to any investor.

14. Redemption Price, maturity, coupon and yield on redemption

Please see the “Summary Term Sheet” in this Information Memorandum.

15. Information relating to the terms of offer or purchase.

For a summary of the terms of Debentures, please see the “Summary Term Sheet” in this Information Memorandum.

16. The discount at which such offer is made and the effective price for the investor as a

result of such discount

There is no discount being offered.

17. The debt equity ratio prior to and after issue of the debt security.

The debt equity ratio prior to and after the Issue of the Debentures shall be as follows:

Prior to Issue After the Issue* 325:1 342.5:1

*Assuming a total issue size of Rs. 685 crores

18. Servicing Behaviour on Existing Debts

No amounts have become due under the existing debts of the Company as of the date of this Information Memorandum.

19. Permission and Consent from the Creditors

The existing creditors of the Company have consented to this Issue by letters dated November 21, 2009.

20. Names of the Debentures Trustees and Consents thereof

The Debenture Trustee for this Issue of Debentures shall be IL& FS Trust Company Limited. The Debenture Trustee has given its written consent for its appointment and inclusion of its name in the form and context in which it appears in this Information Memorandum. The consent letter from the Debenture Trustee is attached as Annexure D.

21. Rating and Rating Rationale

The Issue has been rated “BWR AA-(so)-” (pronounced as “Double A Minus (Structure Obligation)”) by Brickwork Ratings India Private Limited indicating “High-credit quality” for timely servicing of debt obligations. The letter from the Credit Rating Agency is attached as Annexure A.

22. Listing

The Debentures of the Company are proposed to be listed on the WDM segment of the BSE. The Company shall comply with the requirements of the listing agreement to the extent

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applicable to it on a continuous basis. The BSE is therefore the Designated Stock Exchange.

23. A summary term sheet with brief prescribed information pertaining to the Secured/ Unsecured Non-Convertible debt securities (or a series thereof) (where relevant):

Please see “Summary Term Sheet” in this Information Memorandum.

24. Purchase and Sale of Debentures

The Debentures are proposed to be listed on the WDM segment of BSE and will be traded on the BSE subject to applicable regulations. There is no restriction on the ability of the Company to purchase Debentures on BSE.

25. Future Borrowings

During the term of the Debentures, the Company shall not incur any Financial Indebtedness other than the Bidvest Debt and shall ensure that the consolidated Financial Indebtedness of the Company and the Guarantor at all times during the term of the Debentures does not exceed Rs. 19,97,50,00,000, of which an amount of Rs. 10,01,10,00,000 shall be only towards the Bidvest Debt.

26. Governing Law

The Debentures are governed by and will be construed in accordance with Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the Debentures, agree that the Bombay High Court shall have non-exclusive jurisdiction with respect to matters relating to the Debentures.

27. Underwriting of the Issue

The Company does not propose to have the Issue of Debentures underwritten.

28. Tax Benefits

Potential investors are advised to consider the tax implications in respect of subscription to the Debentures in consultation with their tax advisors.

29. Security

The Debentures, together with costs, charges, expenses and all other monies due from the Company under the Issue, shall be secured as below:

1. A first ranking pari passu pledge over the 72% of the shares of the Company held by the

Guarantor;

2. A first ranking pari passu pledge over the 72% of the shares of GVK Airport Holdings held by the Company; and

3. A first ranking pari passu pledge over the 100% of the shares of MADPL held by the

Company.

The security referred to in (1), (2) and (3) above shall be created in favour of the Security Trustee for the benefit of the Debenture holders pursuant to three separate pledge agreements.

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ISSUE PROCEDURE Terms of the Issue The Company proposes to issue secured, redeemable, non-convertible debentures of the face value of Rs. 10,00,000/- aggregating to Rs. 685 crores. The coupon rate of the NCDs will be 8.98% p.a payable on the Redemption Date. The interest will be compounded on a monthly basis. The Company shall furnish a confirmation certificate in favour of the Debenture Trustee that the security created by it in favour of the Debenture holders is properly maintained and is in accordance with the terms described in this Information Memorandum. Until the Redemption Date, the Company shall not transfer the securities charged as security for the benefit of the Debenture holders, without the prior consent of the Debenture Trustee and the Debenture holders. The Company shall not execute any agreement for sale of any securities offered as security to the Debenture holders, without the prior consent of the Debenture Trustee and the Debenture holders. The Debenture Trustee shall supervise the implementation of the conditions regarding creation of security for the debt securities and the Debenture redemption reserve, in compliance with provisions of the Companies Act and other applicable laws. Borrowing Powers of the Board Pursuant to a resolution dated November 5, 2009 passed by the Company’s shareholders in accordance with provisions of the Companies Act, the Board has been authorised to borrow, for the purpose of the Company, upon such terms and conditions as the Board may think fit up to Rs. 2,500 crores. Description of Security For details on the nature of the security created for the present Issue, refer to the section titled Financing Requirements-“Description of Security for the Issue”, in this Information Memorandum. Nature of Instrument Secured, redeemable, non-convertible debentures to be issued on a private placement basis with face value of Rs 10,00,000/- and coupon rate of 8.98%. Record Date The Record Date shall be 7 days prior to each Interest Payment Date or the Date of Redemption as the case may be. List of Beneficial Owners The Company shall request the Depositories to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Computation of interest Interest will be computed on ‘actual/ 365’, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. In case of leap year, the interest will be computed on ‘actual/ 366’, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. Effect of Holidays Should any of the date(s), including the Deemed Date of Allotment, Redemption Date, or the Record

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Date, as defined in this Information Memorandum, fall on a Sunday or a public holiday or no high-value clearing is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the next working day shall be considered as the effective date. In cases where it is not possible to determine disruption in high-value clearing as stated above, one day prior to the Redemption Date, the next working day shall be considered as the effective date. Tax Deduction at Source As per the provisions of the IT Act with effect from June 1, 2008, no tax is deductible at source from the amount of interest payable on any listed demat security, held by a person resident in India. Since the NCDs shall be issued in dematerialised mode and shall be listed on the BSE, no tax will be deductible at sources on the payment/credit of interest on NCDs held by any person resident in India. In the event of rematerialization of the NCDs, or NCDs held by persons resident outside India or a change in applicable law governing the taxation of the NCDs, the following provisions shall apply: a) In the event the NCDs are rematerialized and the Company is required to make any tax

deductions under the applicable law, then the sum payable by the Company (in respect of which such tax deduction is required to be made) shall be increased to the extent necessary to ensure that the holders of the NCD receive a sum, which is net of any deduction or withholding equal to the sum which it would have received had no such tax deduction been made or required to be made and any such incremental amount is referred to as the gross-up amount.

b) In the event the Company is required to make a tax deduction, we shall make the payment

required in connection with that tax deduction within the time allowed and in the minimum amount required by applicable law.

c) The Company shall within 30 (thirty) days after the due date of payment of any tax or other

amount which it is required to pay, deliver to the Debenture Trustee evidence of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Debenture Redemption Reserve The Company will create Debenture Redemption Reserve as may be required in case of privately placed debentures. Right of the Company to Purchase, Re-sell and Re-issue Debentures Purchase and Resale of Debentures: The Company may, subject to applicable law at any time and from time to time, purchase Debentures under this issue at discount, at par or premium in the open market or otherwise. Such Debentures may, at the option of the Company, be cancelled, held or resold. Reissue of Debentures: Where the Company has redeemed any such Debentures, subject to the provisions of Section 121 of the Companies Act and other applicable legal provisions, the Company shall have and shall be deemed always to have had the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Company shall have and shall be deemed always to have had the power to reissue such Debentures either by reissuing the same Debentures or by issuing other Debentures in their place in either case, at such a price and on such terms and conditions (including any variations, dropping of or additions to any terms and conditions originally stipulated) as the Company may deem fit Face Value The Face Value of the NCDs shall be Rs. 10,00,000 per Debenture.

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Issue Price The Issue Price of the NCDs shall be Rs. 10,00,000 per Debenture. Issue Size The current issue size of NCDs is of Rs. 685 crores. Discount The NCDs are being issued at face value and no discount is being offered. Market Lot The minimum lot size for trading of the NCDs on BSE is proposed to be 1 (one) Debenture and in multiples of 1 (one) thereafter. Minimum Number of NCDs The applications must be made for a minimum of 1 (one) Debenture and in multiples of (one) Debenture thereafter. Application for the NCDs How to Apply Applications for the NCDs must be made in the Application Form as provided by the Company and must be completed in block letters in English by the investors. Application Forms must be accompanied by either a demand draft or cheque or electronic transfer drawn or made payable in favour of “[•]” and should be crossed “Account Payee only”. It may be noted that payment by any other means shall not be accepted. The full amount of the Face Value applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below. The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit. Who can apply Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum and this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act. The Issue is a domestic issue and is being made in India only. This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the NCDs. The categories of investors eligible to subscribe to the NCDs in this Issue, when addressed directly, are:

(a) Banks;

(b) Public Financial Institutions (as defined under Section 4A of the Companies Act);

(c) Non Banking Financial Companies;

(d) Companies;

(e) Mutual Funds;

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(f) Insurance Companies; and

(g) any other eligible investor who are authorized to invest in the debentures.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of Debentures.

Submission of Documents Investors should submit the following documents, wherever applicable: a. Memorandum and Articles of Association/Documents governing constitution b. Government notification/certificate of incorporation c. SEBI registration certificate, if applicable d. Resolution authorizing investment along with operating instructions e. Power of Attorney (original & certified true copy) f. Form 15AA granting exemption from TDS on interest g. Form 15H for claiming exemption from TDS on interest on application money, if any. h. Order u/s197 of IT Act i. Order u/s10 of IT Act j. Specimen signatures of authorised persons.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to peruse the Debenture Trust Deed and further ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

Transfers The NCDs may be transferred to any party duly qualified under the applicable laws, to apply for such NCDs. Minimum Subscription As the current Issue of NCDs is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the Issue subscription(s)/ proceed(s) in the event of the total Issue collection falling short of Issue size or certain percentage of Issue size. Basis of Allotment The Company reserves the sole and absolute right to allot the NCDs to any applicant. Right to Accept or Reject Applications The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason. Application Forms that are not complete in all respects may be rejected at the sole and absolute discretion of the Company. Interest on Application Money Interest on application money will be paid to investors at Coupon from the date of realization of subscription money up to one day prior to the Deemed Date of Allotment. Such interest shall be payable within 7 (seven) Working Days from the Deemed Date of Allotment. In this particular Issue as the Deemed Date of Allotment is same as the Issue Closing Date and Pay-in-Date hence this clause is not applicable.

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Deemed Date of Allotment All benefits relating to the NCDs will be available to the investors from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. The Deemed Date of Allotment may be changed (advanced/ postponed) by the Company at its sole and absolute discretion. Redemption Premium The Debentures shall be redeemed at face value on expiry of tenor of the Debentures along with accrued interest. The entire principal amount of the Debentures will be repaid at par, on or before the Redemption Date. Payment on Redemption Payment of the redemption amount of the NCDs will be made by the Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The NCDs shall be taken as discharged on payment of the Redemption Amount by the Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being made, the Company will inform the Depositories and accordingly the account of the Debenture holders with Depositories will be adjusted. The Company’s liability to the Debenture holder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after the Redemption Date, in all events save and except for the Debenture holder’s right of redemption as stated above. Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the NCDs, the liability of the Company shall stand extinguished. Call and Put Option No call option or put option is intended to be created on the NCDs. Currency of Payment All obligations under the NCDs including yield, are payable in Indian Rupees only. Issue of NCDs in Dematerialised Form The NCDs will be issued in dematerialised form within 1 (one) Working Day from the Deemed Date of Allotment. The Company has made arrangements with the depositories for the issue of the NCDs in dematerialised form. Investors will have to hold the NCDs in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DPID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the NCDs allotted to the depository account of the investor. Splitting and Consolidation Splitting and consolidation of the NCDs is not applicable in the demat mode form since the saleable lot is 1 (one) Debenture. Common Form of Transfer The Company will issue the NCDs in Demat Form only. Succession

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In the event of demise of a Registered Debentureholder, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debenture holder of such NCDs, if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder as being entitled to the NCDs standing in the name of the demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the NCDs, the rights in the NCDs shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law. Notices The Company agrees to send notice of all meetings of the Debenture holders specifically stating that the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be applicable for such meeting. The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the registered Debenture holder(s) at the address of the Debenture holder(s) registered with the Registered Office. All notices, communications and writings to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debenture holders The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The NCDs shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company. Payment of outstanding amounts on the Debentures In terms of the Debt Listing Agreement, the Company shall ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of all outstanding amounts on the Debentures, including the principal and interest accrued thereon, as per the applicable norms of the RBI. Tax Benefits In the case of the Company, the amount of interest in respect of capital borrowed for the purpose of business is allowed as a deduction under section 36(1)(iii) of the IT Act. The amount of interest received/ receivable is treated as taxable income in the hands of the Debenture holders. Submission of completed Application Form All applications duly completed accompanied by transfer instructions from the respective investor’s account to the account of the Company, shall be submitted at the Registered Offices of the Company. Issue Programme Issue Opening Date December 11, 2009

Issue Closing Date December 11, 2009

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Pay-in Date December 11, 2009

Deemed Date of Allotment December 11, 2009

The Company reserves the sole and absolute right to modify (advance/ postpone) the Issue opening/ closing date(s) and also the Deemed Date of Allotment without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Company. The Company also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. Mode of Payment All RTGS must be made payable according to the following details: Account no. 44605099408 Account name


RTGS code SCBL0036075 Branch Standard Chartered Bank, Raj Bhavan Road, Hyderabad – 500 082 Procedure and Time of Schedule for Allotment and Issue of Certificates The Company will execute and dispatch/ credit to the DP account of the allottee, in favour of the allottees within 1 (one) Working Day from the Deemed Date of Allotment. Debenture Trustee The Company has appointed IL&FS as the Debenture Trustee for the Issue. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and consent to IL&FS to act as their Debenture Trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture holders. The Debenture Trustee shall carry out its duties and shall perform its functions under the SEBI Regulations and this Information Memorandum, with due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed entered into between the Company and the Debenture Trustee and a notice in writing to the Debenture holders shall be provided for the same. The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis. The Debenture Trustee will protect the interest of the Debenture holders on the occurrence of an event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at the Company’s cost as provided in the Debenture Trust Deed.

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DECLARATION We declare that all the relevant provisions of the Regulations/Guidelines issued by SEBI and other applicable law have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Regulations/Guidelines issued by SEBI and other applicable law, as the case may be. Signed for and on behalf of GVK AIRPORT DEVELOPERS PRIVATE LIMITED. sd- Authorised Signatory Date: December 11, 2009 Place: Hyderabad

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Rating letter of Rating Agency Annexure – A Annual Report of the Company for the Year Ended March 31, 2009 Annexure – B Unaudited/provisional Financial Results of the Company for the Year Ended September 30, 2009 Annexure- C Consent of Debenture Trustee Annexure –D

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APPLICATION FORM

GVK Airport Developers Private Limited. Registered Office: Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003, India

Phone No. + 91 40 27902663; Fax No. + 91 40 27902665 Application No.: Date: ___________ Dear Sirs, Sub. : Issue of 6,850 NCDs of the face value of Rs. 10,00,000 each, for cash at par, aggregating Rs. 685 crores Having read and understood the contents of the Information Memorandum of Private Placement, We apply for allotment to us of the Debenture(s). The amount payable on application is remitted herewith. We bind ourselves by the terms and conditions as contained in the Information Memorandum of Private Placement.

(Please read carefully the instructions before filling this form)

No. in figures No. in words No. of debentures applied for:

Amount (Rs.) in figures

Amount (Rs.) in words

Payment Mode (tick one): Cheque/Demand Draft/ RTGS

Cheque/ Demand Draft No.

Date Cheque/Demand Draft drawn on.

Applicants Name & Address in full (Please use Capital Letters)

Pin Code:

Tel: Fax: E-mail:

Status: [ ] Banking Company [ ] Others – Please specify

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Name of Authorised

Signatory Designation Signature

1.

2.

3.

4.

Details of Bank Account Bank Name and Branch

Nature of Account Account No.

Bank IFSC Code

Depository Details DP Name

DP ID Client ID

We understand that in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would be credited to the extent of Debentures allotted. Taxpayer’s PAN or GIR No.

IT Circle/Ward/District [ ] Not Allotted

Tax Deduction Status: [ ] Fully Exempted (Please attach certificate issued by Income Tax authorities)

[ ] Tax to be deducted at Source

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Registered Office: Paigah House”, 156-159, Sardar Patel Road, Secunderabad – 500 003, India Phone No. + 91 40 27902663; Fax No. + 91 40 27902665

ACKNOWLEDGEMENT SLIP

Application No. : _________________ Date: ________________ Received from_________________________________________________________________________ Rs.___________________________ /- by RTGS/ Cheque / Demand Draft No.____________ drawn on __________________________ towards application for ______________ Debentures. (Cheques / Demand Drafts are subject to realization)

GVK AIRPORT DEVELOPERS PRIVATE LIMITED Airport... · Fax: + 91 040 23354042 Contact Person: K....

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