Adani Enterprises Limited Announces Maiden Public Issuance of Secured Non-Convertible Debentures

• Issue opens on Wednesday, September 04, 2024, and Issue closes on Tuesday, September 17, 2024^#
• NCDs rated as CARE A+; Positive (Single A Plus; Outlook: Positive) by CARE Ratings Limited
• Effective Yield up to 9.90% p.a.*
• Quarterly, Annual and Cumulative options available
• Security Cover of 1.10x
• NCDs are proposed to be listed on BSE Limited and NSE Limited
• Trading in dematerialized form only
• Allotment by First Come First Served Basis**

Ahmedabad, August 29, 2024:  Adani Enterprises Limited (“the Company” or “AEL”), the flagship company of the Adani Group and one of India’s largest business incubators in terms of market capitalization with a long track record of creating sustainable infrastructure businesses since 1993, has announced the launch of its maiden public issuance of secured, rated, listed redeemable, non-convertible debentures.

The NCDs proposed to be issued under the Issue have been rated “CARE A+; Positive (Single A Plus; Outlook: Positive) by CARE Ratings Limited. Securities with these ratings are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such securities carry low credit risk.

AEL’s offering will include up to 80,00,000 non-convertible debentures (“NCDs” or “Debentures”), each with a face value of  ₹ 1,000. The base size issue is ₹400 crore, with an option to retain over-subscription up to an additional ₹ 400 crore (“Green Shoe Option”) aggregating up to ₹ 800 crore (“Issue” or “Issue Size”). The Issue will open on September 04, 2024, and close on September 17, 2024, with an option of early closure or extension.

The minimum application size for each application for NCDs would be ₹ 10,000 across all series collectively and in multiples of ₹ 1,000 thereafter.

The proceeds from the Issue will be utilized primarily towards the prepayment or repayment, in full or in part, of the existing indebtedness availed by our Company (at least 75%) and general corporate purposes (up to 25%) in compliance with the Securities and Exchange Board of India (Issue And Listing of Non-Convertible Securities) Regulations, 2021, as amended from time to time (“SEBI NCS Regulations”).

Trust Investment Advisors Private Limited, A.K. Capital Services Limited and Nuvama Wealth Management Limited are the Lead Managers to the Issue.

The NCDs are available in tenors of 24 months, 36 months and 60 months with quarterly, cumulative and annual interest payment options across eight series.

*The Company shall allocate and allot Series IV NCDs (36 months Annual Interest Payment option) wherein the Applicants have not indicated the choice of the relevant NCD Series.

Disclaimer:

*  On Series VI and VIII having tenor of 60 months with Quarterly and Cumulative Interest Payment options. For further details refer to section titled “Issue Related Information” on page 271 of the Prospectus dated August 27, 2024.

** Allotment in the public issue of debt securities should be made on the basis of date of upload of each application into the electronic book of the stock exchanges. However, on the date of oversubscription and thereafter, the allotments should be made to the applicants on proportionate basis.

^# The Issue shall remain open for subscription on Working Days from 10:00 A.M. to 5:00 P.M. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date (subject to a minimum period of three (3) working days and a maximum period of ten (10) working days from the date of opening of the Issue and subject to not exceeding thirty (30) days from filing Prospectus with the RoC including any extensions) as may be decided by the Board of Directors of our Company or the Management Committee, subject to relevant approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English national daily with wide circulation and a regional daily with wide circulation where the Registered Office of our Company is located on or before such earlier or initial date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10 A.M. and 3 P.M. (Indian Standard Time) and uploaded until 5 P.M. or such extended time as may be permitted by the Stock Exchanges. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 P.M. on one Working Day post the Issue Closing Date. For further details please see “Issue Related Information” on page 271 of the Prospectus.

Capitalised terms not defined herein shall have the same meaning as assigned to such terms in the Prospectus dated August 27, 2024.

Adani Enterprises Limited (“Company”), subject to market conditions, and other considerations, is proposing a public issue of secured, rated, listed, redeemable non-convertible debentures (“NCDs”) and has filed the Prospectus dated August 27, 2024 (“Prospectus”). This announcement does not constitute an offer to sell or solicitation of an offer or invitation to buy any securities in any jurisdiction. Investment in the NCDs involves a degree of risk. Investors should see the Prospectus filed by Adani Enterprises Limited with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli  at Ahmedabad, BSE Limited (“BSE”), National Stock Exchange of India Ltd.(“NSE”) and Securities and Exchange Board of India (“SEBI”), including the section titled “Risk Factors” beginning on page 16 of the Prospectus, available on the websites of SEBI at www.sebi.gov.in, BSE at www.bseindia.com, NSE at www.nseindia.com and the websites of the lead managers at www.trustgroup.in, http://www.nuvama.com and www.akgroup.co.in.

Investors proposing to participate in the Issue should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Prospectus dated August 27, 2024, including the sections titled “Risk Factors” and “Material Developments” beginning on pages 16 and 227 respectively of the Prospectus. The Issuer and the Lead Managers accept no responsibility for statements made otherwise than in the Prospectus or in the advertisement or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the Draft Offer Document has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Draft Offer Document/Offer Document for the full text of the disclaimer clause of the BSE.

DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Prospectus for the full text of the “Disclaimer Clause of NSE.”

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as compliance with various statutory requirements approved by the Exchange; not does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company. It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process

DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process. It is to be distinctly understood that the permission given by the NSE to use their network and online platform for facilitating applications for public issue of NCDs shall not in any way be deemed or construed as compliance with various statutory and other requirements by the Adani Enterprises Limited, Lead Managers etc.; are cleared or approved by NSE; nor does it warrant in any manner, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or projects of the Issuer. It is also to be distinctly understood that the approval given by NSE should not in any way be deemed or construed that the prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Prospectus; nor does it warrant that the securities will be listed or will continue to be listed on NSE.

DISCLAIMER STATEMENT OF CARE RATINGS LIMITED: The ratings issued by CARE Ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse, or recall the concerned bank facilities or to buy, sell, or hold any security. These ratings do not convey suitability or price for the investor and no part of the Material should be construed as an expert advice or investment advice within the meaning of any law or regulation. The rating agency does not constitute an audit on the rated entity. CARE Ratings has based its ratings/outlook based on information obtained from reliable and credible sources. CARE Ratings does not, however, guarantee the accuracy, adequacy, or completeness of any information and is not responsible for any errors or omissions and the results obtained from the use of such information.

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