Obligation Bharti Airtel Ltd 4.375% ( US08860HAA23 ) en USD

Bharti Airtel Ltd

98.96 % ⇌

Inde

US08860HAA23 ( en USD )

4.375% par an ( paiement semestriel )

09/06/2025

Prospectus brochure de l'obligation Bharti Airtel Ltd US08860HAA23 en USD 4.375%, échéance 09/06/2025

200 000 USD

1 000 000 000 USD

08860HAA2

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

10/06/2024 ( Dans 20 jours )

L'Obligation émise par Bharti Airtel Ltd ( Inde ) , en USD, avec le code ISIN US08860HAA23, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/06/2025

L'Obligation émise par Bharti Airtel Ltd ( Inde ) , en USD, avec le code ISIN US08860HAA23, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Bharti Airtel Ltd ( Inde ) , en USD, avec le code ISIN US08860HAA23, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS
UNDER RULE 144A OR (2) PERSONS OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to this
offering memorandum, and you are therefore advised to read this disclaimer page carefully before reading,
accessing or making any other use of this offering memorandum. In accessing this offering memorandum, you
agree to be bound by the following terms and conditions, including any modifications to them, any time you
receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE
NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE OR LOCAL SECURITIES LAW.
THIS OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAW OF OTHER JURISDICTIONS. IF YOU HAVE GAINED
ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE
NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED
THEREIN.
Confirmation of Your Representation: In order to be eligible to view this offering memorandum or make an
investment decision with respect to the securities, investors must be either (1) qualified institutional buyers
("QIBs") (within the meaning of Rule 144A under the Securities Act) or (2) outside of the United States and to
the extent you purchase securities described in the attached offering memorandum, you will be doing so pursuant
to Rule 144A or Regulation S under the Securities Act. This offering memorandum is being sent at your request
and by accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented
to Barclays Bank PLC, BNP Paribas, Deutsche Bank AG, Singapore Branch, The Hongkong and Shanghai
Banking Corporation Limited, Merrill Lynch International, Standard Chartered Bank and DBS Bank Ltd.
(together the "Initial Purchasers") that (1) you and any customers you represent are either (a) QIBs or (b) that
the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the
United States and (2) that you consent to delivery of this offering memorandum by electronic transmission.
You are reminded that this offering memorandum has been delivered to you on the basis that you are a person
into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located. If this is not the case, you must return this offering memorandum to us
immediately. You may not, nor are you authorized to, deliver or disclose (whether orally or in writing), in whole
or in part, the contents of this offering memorandum to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that this
offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers
is a licensed broker or dealer in that jurisdiction, this offering shall be deemed to be made by the Initial
Purchasers or such affiliate on behalf of Bharti Airtel Limited in such jurisdiction.
This offering memorandum has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of Bharti Airtel Limited, and the Initial Purchasers nor any person who controls any of them
nor any director, officer, official, employee nor agent of any of them or affiliate of any such person accepts any
liability or responsibility whatsoever in respect of any difference between the offering memorandum received by
you in electronic format and the electronic version initially distributed.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of
a destructive nature.

CONFIDENTIAL
CANADIAN OFFERING MEMORANDUM
Private Placement in Canada
Bharti Airtel Limited
(Incorporated with limited liability in the Republic of India under the Companies Act, 1956, (as amended))
U.S.$1,000,000,000 4.375% Senior Notes Due 2025
This Canadian offering memorandum (this "Canadian Offering Memorandum") constitutes an offering of the
securities described herein only in those jurisdictions and to those persons where and to whom they may be lawfully
offered for sale, and therein only by persons permitted to sell such securities. This Canadian Offering Memorandum is
not, and under no circumstances is it to be construed as, a prospectus, an advertisement or a public offering in Canada
of the securities referred to within this document. No prospectus has been filed with any securities commission or
similar regulatory authority in Canada in connection with the offering of the securities described within this Canadian
Offering Memorandum. In addition, no securities commission or similar regulatory authority in Canada has reviewed or
in any way passed upon this Canadian Offering Memorandum or the merits of the securities described herein and any
representation to the contrary is an offence.
This Canadian Offering Memorandum is not, and under no circumstances is it to be construed as, an offer to sell the
securities described herein or a solicitation of an offer to buy the securities described herein in any jurisdiction where
the offer or sale of these securities is prohibited.
Canadian investors are advised that all references to dollars contained within this Canadian Offering
Memorandum are to U.S. dollars, unless otherwise indicated. Canadian investors are further advised that the
Notes are denominated in U.S. dollars. Accordingly, the Canadian dollar value of the Notes will fluctuate with
changes in the rate of exchange between the Canadian dollar and the U.S. dollar. The official daily noon rate of
exchange between the U.S. dollar and the Canadian dollar as reported by the Bank of Canada on June 2, 2015,
the latest practicable date, was approximately U.S.$0.80 = C$1.00.
The date of this Canadian Offering Memorandum is June 3, 2015

CANADIAN OFFERING MEMORANDUM
(British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Prince
Edward Island)
This Canadian Offering Memorandum relates to an offering by Bharti Airtel Limited (the "Issuer") of
U.S.$1,000,000,000 4.375% Senior Notes due 2025 (the "Notes"). The Notes will be the unsecured senior obligations
of the Issuer. Interest will be paid on the Notes semi-annually in arrears on December 10 and June 10 of each year,
beginning on December 10, 2015. Unless previously repurchased, cancelled or redeemed, the Notes will mature on June
10, 2025.
The Notes will be unsecured and unsubordinated obligations of the Issuer, will rank pari passu with all of its
other existing and future unsubordinated obligations and will be effectively subordinated to its secured obligations and
the obligations of its subsidiaries. The Issuer will have the option to redeem all of the Notes at any time at 100% of the
principal amount of the Notes plus a premium (if any) as further set forth in the enclosed Offering Memorandum under
the section entitled "Description of the Notes Optional Redemption". The Issuer may also redeem the Notes at any
time at 100% of the principal amount of the Notes in the event of certain changes in withholding taxes.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or any U.S. state securities laws. Accordingly, the Notes are being offered and sold only (i) in
the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on the
exemption from the registration requirements of the Securities Act provided by Rule 144A and (ii) to persons outside
the United States in compliance with Regulation S under the Securities Act, including in Canada, on a private
placement basis and only to certain investors resident in one of the Placement Provinces (as defined below) identified
by the Initial Purchasers who are permitted to purchase the Notes under applicable Canadian securities laws. Canadian
investors should refer to the sections entitled "The Offering", "Description of the Notes" and "Plan of Distribution"
contained within the Offering Memorandum for additional information pertaining to the Notes, and the terms of the
offering, including, but not limited to, interest and interest payment, covenants, ranking and events of default. Canadian
investors are advised to carefully review the Offering Memorandum in its entirety and to consult with their own legal,
financial and tax advisers prior to investing in the Notes.
Attached hereto and forming part of this Canadian Offering Memorandum is an offering memorandum dated
June 3, 2015 (the "Offering Memorandum") regarding the offer for sale of the Notes. Where the Offering
Memorandum is supplemented in written form (a "Supplement") and this Canadian Offering Memorandum and a
Supplement is delivered to a Canadian purchaser, this Canadian Offering Memorandum shall and shall be deemed to be,
supplemented and amended by the contents of the Supplement. Except as otherwise provided herein, capitalized and
other terms used within this Canadian Offering Memorandum without definition have the meanings assigned to them
within the Offering Memorandum. The offering of the Notes in Canada is being made solely by this Canadian Offering
Memorandum and certain other information in respect of the Notes approved for distribution to investors by the Issuer
and the Initial Purchasers, as applicable, and any decision to purchase the Notes should be based solely on information
contained within such documents. No person has been authorized to give any information or to make any
representations concerning this offering other than as contained herein and, if given or made, any such information or
representation may not be relied upon. Statements made within this Canadian Offering Memorandum are as of the date
of this Canadian Offering Memorandum unless expressly stated otherwise. Neither the delivery of this Canadian
Offering Memorandum at any time, nor any other action with respect hereto, shall under any circumstances create an
implication that the information contained herein is correct as of any time subsequent to such date.
Canadian investors are advised that the information contained within the Offering Memorandum has not been
prepared with regard to matters that may be of particular concern to Canadian investors. Accordingly, Canadian
investors should consult with their own legal, financial and tax advisers concerning the information contained within
the Offering Memorandum therein and as to the suitability of an investment in the Notes in their particular
circumstances prior to investing in the Notes.
Investing in the Notes involves risks. Canadian investors should refer to the section entitled "Risk
Factors" contained within the Offering Memorandum for additional information and should review "Transfer
Restrictions" contained in the Offering Memorandum for details as to restrictions on the transfer of the Notes.
This Canadian Offering Memorandum constitutes an offering of the Notes in the Canadian provinces of
British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Prince
Edward Island (the "Placement Provinces") only and is for the confidential use of only those persons to whom it is
delivered by the Initial Purchasers in connection with the offering of the Notes therein. The Issuer and the Initial
Purchasers reserve the right to withdraw the offering of the Notes at any time or to reject any offer to purchase, in
whole or in part, for any reason, or to sell less than all of the Notes offered hereby.
DISTRIBUTION RESTRICTIONS
This Canadian Offering Memorandum is being delivered solely to enable prospective Canadian investors
resident in the Placement Provinces identified by the Initial Purchasers to evaluate the Issuer and an investment in the
Notes. The information contained within this Canadian Offering Memorandum does not constitute an offer in Canada to
any other person, or a general offer to the public, or a general solicitation from the public, to subscribe for or purchase
the Notes. The distribution of this Canadian Offering Memorandum and the offer and sale of the Notes in the Placement
2

Provinces may be restricted by law. Persons into whose possession this Canadian Offering Memorandum comes must
inform themselves about and observe any such restrictions.
The distribution of this Canadian Offering Memorandum or any information contained herein to any person
other than a prospective Canadian investor resident in any of the Placement Provinces identified by the Initial
Purchasers, or those persons, if any, retained to advise such prospective Canadian investor in connection with the
transactions contemplated herein, is unauthorized. Any disclosure, reproduction and/or redistribution of the information
contained within this Canadian Offering Memorandum without the prior written consent of the Issuer or the Initial
Purchasers, as applicable, is prohibited. Each Canadian investor, by accepting delivery of this Canadian Offering
Memorandum, will be deemed to have agreed to the foregoing.
RESPONSIBILITY
Except as otherwise expressly required by applicable law or as agreed to in the Purchase Agreement, no
representation, warranty or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or
nature whatsoever are accepted by the Initial Purchasers or any dealer as to the accuracy or completeness of the
information contained within this Canadian Offering Memorandum or any other information provided by the Issuer in
connection with the offering of the Notes.
RESALE RESTRICTIONS
The distribution of the Notes in the Placement Provinces is being made on a private placement basis only and
is exempt from the requirement that the Issuer prepares and files a prospectus with the relevant Canadian securities
regulatory authorities. Accordingly, any resale of the Notes must be made in accordance with applicable Canadian
securities laws, which will vary depending on the relevant jurisdiction, and which may require resales to be made in
accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration
requirements or under a discretionary exemption from the prospectus and registration requirements granted by the
applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to
resales of the Notes outside of Canada.
The Issuer is not presently, nor does it intend to become, a "reporting issuer", as such term is defined under
applicable Canadian securities laws, in any province or territory of Canada. Canadian investors are advised that the
Notes are not presently listed, and will not be listed, on any stock exchange in Canada and that no public market for the
Notes presently exists for the Notes, or is expected to exist for the Notes, in Canada following this offering. Canadian
investors are further advised that the Issuer is not required to file, and currently does not intend to file, a prospectus or
similar document with any securities regulatory authority in Canada qualifying the resale of the Notes to the public in
any province or territory of Canada in connection with this offering. Accordingly, the Notes may be subject to an
indefinite hold period under applicable Canadian securities laws unless resales are made in accordance with applicable
prospectus requirements or pursuant to an available exemption from such prospectus requirements.
Canadian investors are advised to consult with their own legal advisers for additional information pertaining
to Canadian resale restrictions prior to any resale of the Notes, both within and outside of Canada and are referred to the
section entitled "Transfer Restrictions" in the Offering Memorandum which sets forth certain representations and
agreements Canadian investors will be deemed to have made with respect to United States securities laws.
REPRESENTATIONS OF PURCHASERS
Each Canadian investor who purchases the Notes will be deemed to have represented to the Issuer, the Initial
Purchasers and each dealer participating in the offer and sale of the Notes that:
(a)
the investor is resident in one of the Placement Provinces and is basing its investment decision on
this Canadian Offering Memorandum and certain other information in respect of the Notes
approved for distribution to investors by the Issuer and the Initial Purchasers, as applicable, and not
on any other information concerning the Issuer or the offer or sale of the Notes;
(b)
to the knowledge of the investor, the offer and sale of the Notes in the Placement Provinces is being
made exclusively through this Canadian Offering Memorandum and certain other information in
respect of the Notes approved for distribution to investors by the Issuer and the Initial Purchasers,
as applicable, and is not being made through an advertisement of the Notes in any printed media of
general and regular paid circulation, radio, television or telecommunications, including electronic
display, or any other form of advertising in Canada;
(c)
the investor has reviewed and acknowledges the terms referred to above under the section entitled
"Resale Restrictions" and agrees not to resell the Notes except in compliance with applicable
Canadian resale restrictions and in accordance with their terms and each investor has reviewed and
acknowledges the representations required to be made by each purchaser of Notes set forth in the
section entitled "Transfer Restrictions" contained within the Offering Memorandum and hereby
makes such representations;
(d)
where required by law, the investor is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable securities laws of the province in which the investor is
resident, for its own account and not as agent for the benefit of another person;
3

(e)
the investor, or any ultimate purchaser for which the investor is acting as agent, is entitled under
applicable Canadian securities laws to purchase the Notes without the benefit of a prospectus
qualified under such securities laws, and without limiting the generality of the foregoing (i) is an
"accredited investor" as defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions ("NI 45-106") and a "permitted client" as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103"), and
(ii) is purchasing the Notes from a dealer registered as an "investment dealer" or "exempt market
dealer" in the relevant Placement Provinces or from a dealer permitted to rely on the "international
dealer exemption" under section 8.18 of NI 31-103 and, in such latter case, has received the notice
from such dealer referred to in such section of NI 31-103;
(f)
the investor is not a person created or used solely to purchase or hold securities as an "accredited
investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of
NI 45-106;
(g)
none of the funds being used to purchase the Notes are, to the best of the investor's knowledge,
proceeds obtained or derived, directly or indirectly, as a result of illegal activities and:
(i)
the funds being used to purchase the Notes and advanced by or on behalf of the investor
to the Initial Purchasers do not represent proceeds of crime for the purpose of the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the
"PCMLTFA");
(ii)
the investor is not a person or entity identified on a list established under section 83.05 of
the Criminal Code (Canada) or in the Regulations Implementing the United Nations
Resolutions on the Suppression of Terrorism (the "RIUNRST"), the United Nations Al-
Qaida and Taliban Regulations (the "UNAQTR"), the Regulations Implementing the
United Nations Resolution on the Democratic People's Republic of Korea
(the "UNRDPRK"), the Regulations Implementing the United Nations Resolution on Iran
(the "RIUNRI"), the United Nations Côte d'Ivoire Regulations (the "Côte d'Ivoire
Regulations"), the United Nations Democratic Republic of the Congo Regulations
(the "Congo Regulations"), the United Nations Liberia Regulations (the "Liberia
Regulations"), the United Nations Sudan Regulations (the "Sudan Regulations"),
the Regulations
Implementing
the
United
Nations
Resolutions
on
Somalia
(the "RIUNRS"), the Special Economic Measures (Burma) Regulations (the "Burma
Regulations"),
the Special Economic Measures (Zimbabwe) Regulations
(the "Zimbabwe Regulations"), the Special Economic Measures (Iran) Regulations
(the "Iran Regulations"), the Regulations Implementing the United Nations Resolution
on Eritrea (the "RIUNRE"), the Regulations Implementing the United Nations
Regulations on Libya (the "Libya Regulations"), the Freezing Assets of Corrupt Foreign
Officials (Tunisia and Egypt Regulations (the "FACFA Tunisia and Egypt
Regulations"), the Special Economic Measures (Syria) Regulations (the "Syria
Regulations"), the "Special Economic Measures (DPRK) Regulations (the "DPRK
Regulations"), the Special Economic Measures (Ukraine) Regulations and the Freezing
Assets of Corrupt Foreign Officials (Ukraine) Regulations (collectively, the "Ukraine
Regulations"), the Special Economic Measures (Russia) Regulations (the "Russia
Regulations"), the Regulations Implementing the United Nations Resolutions on
the Central African Republic (the "CAR Regulations"), the Regulations Implementing
the United Nations Resolution on Yemen (the "Yemen Regulations"), the Special
Economic Measures Act (South Sudan) Regulations (the "South Sudan Regulations") or
other similar applicable laws, regulations or rules (the "Similar Laws"), and the investor
is not a person or entity that on May 22, 2003 was a member of the Government of Iraq
and is not a person or entity that has been identified by the Committee of the Security
Council further to the United Nations Iraq Regulations (the "Iraq Regulations");
(iii)
the Issuer and the Initial Purchasers, as applicable, may in the future be required by law to
disclose the investor's name and other information relating to the investor and any
purchase of the Notes, on a confidential basis, pursuant to the PCMLTFA, Criminal Code
(Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRI, the Côte d'Ivoire Regulations,
the Congo Regulations, the Liberia Regulations, the Sudan Regulations, RIUNRS, the
Burma Regulations, the Zimbabwe Regulations, the Iran Regulations, RIUNRE, the
Libya Regulations, the FACFA Tunisia and Egypt Regulations, the Syria Regulations, the
DPRK Regulations, the Ukraine Regulations, the Russia Regulations, the CAR
Regulations, the Yemen Regulations, the South Sudan Regulations, the Iraq Regulations
or the other Similar Laws and by accepting delivery of this Canadian Offering
Memorandum, the investor will be deemed to have agreed to the foregoing;
4

(iv)
to the best of the investor's knowledge, none of the funds to be provided by or on behalf
of the investor to the Initial Purchasers are being tendered on behalf of a person or entity
who has not been identified to the investor; and
(v)
the investor shall promptly notify the Issuer and the Initial Purchasers, as applicable, if
the investor discovers that any such representations cease to be true, and shall provide the
Issuer and the Initial Purchasers, as applicable, with appropriate information in
connection therewith; and
(h)
where required by applicable securities laws, regulations or rules, including applicable stock
exchange rules, the investor will execute, deliver and file such reports, undertakings and other
documents relating to the purchase of the Notes by the investor as may be required by such laws,
regulations and rules, or assist the Issuer and the Initial Purchasers, as applicable, in obtaining and
filing such reports, undertakings and other documents.
In addition, each resident of Ontario who purchases the Notes will be deemed to have represented to the
Issuer, the Initial Purchasers and each dealer from whom a purchase confirmation is received, that such purchaser:
(a)
has been notified by the Issuer and the Initial Purchasers that:
(i)
the Issuer may be required to provide certain personal information pertaining to the
purchaser as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106
(including its name, address, telephone number and the aggregate purchase price paid by
the purchaser for the Notes) ("personal information"), which Form 45-106F1 may be
required to be filed by the Issuer under NI 45-106;
(ii)
such personal information may be delivered to the Ontario Securities Commission
(the "OSC") in accordance with NI 45-106;
(iii)
such personal information is collected indirectly by the OSC under the authority granted
to it under the securities legislation of Ontario;
(iv)
such personal information is collected for the purposes of the administration and
enforcement of the securities legislation of Ontario; and
(v)
the public official in Ontario who can answer questions about the OSC's indirect
collection of such personal information is the Administrative Support Clerk at the OSC,
Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416)
593-3684; and
(b)
has authorized the indirect collection of the personal information by the OSC.
Furthermore, each Canadian purchaser of the Notes acknowledges that its name, address, telephone number
and other specified information, including the aggregate purchase price paid by the purchaser, may be collected, used
and disclosed for purposes of meeting legal and/or regulatory requirements. Such information may be disclosed to
Canadian securities regulatory authorities and may become available to the public in accordance with the requirements
of applicable laws and regulations. By purchasing the Notes, each Canadian purchaser consents to the disclosure of
such information. In addition, by purchasing the Notes, each Canadian purchaser will be deemed to have agreed to
provide the Issuer and the Initial Purchasers, as applicable, with any and all information about the Canadian purchaser
necessary to permit the Issuer and the Initial Purchasers, as applicable, to properly complete and file Form 45-106F1
and other similar forms in the Placement Provinces.
FINANCIAL STATEMENTS AND EXCHANGE RATE INFORMATION
Financial Statements

The consolidated financial data for the Issuer as of and for each of the fiscal years ended March 31, 2013,
2014 and 2015 contained in the Offering Memorandum has been prepared in accordance with international financial
reporting standards ("IFRS"). Canadian investors are advised that IFRS differs in certain material respects from
generally accepted accounting principles in Canada ("Canadian GAAP") which remains applicable to certain entities.
The Issuer will not provide Canadian investors with any reconciliation to Canadian GAAP of the financial statements or
other financial information contained within the Offering Memorandum. Canadian investors should consult with their
own legal, financial and tax advisers for additional information regarding the Issuer's financial statements and such
other financial information and as to the material differences between IFRS and Canadian GAAP prior to investing in
the Notes.

5

Foreign Exchange Regulations and Risk
Canadian investors should consult with their own legal, financial and tax advisers for information pertaining
to foreign exchange regulations which may impact on a decision to invest in the Notes. Canadian investors are advised
that the Issuer's operations are conducted worldwide and its results of operations are subject to currency translation risk
and to currency transaction list and are referred to "Risk Factors Risks Relating to the Issuer's Business" contained in
the Offering Memorandum.
Historical Exchange Rate Information
The Information Memorandum contains financial information that is presented in Indian Rupees, the official
currency of exchange in India. The following tables set forth, for the periods indicated, certain information pertaining to
the official average daily noon rate of exchange between the Rupee and the Canadian dollar as reported by the Bank of
Canada. Such exchange rates were not used by the Company in the preparation of its financial statements or any other
financial information included within the Placement Document and the following tables should not be construed as a
representation that the Rupee has been or could be converted into the Canadian dollar at the rate indicated for the
periods or at the dates indicated.
Rs. = C$1.00

Year
Year-end Rate Average Rate1

________________________________________________________________________________________________

2010 ...................................................................................................................................... 44.96 ........................ 44.35
2011 ....................................................................................................................................... 52.14 ........................ 47.04
2012 ....................................................................................................................................... 55.16 ........................ 53.28
2013 ....................................................................................................................................... 58.24 ........................ 56.63
2014 ....................................................................................................................................... 54.35 ........................ 55.25
_______________________________________________________________________________________________
Note: 1. The average of the official daily noon rate on the working days of the relevant year.
The official daily noon rate of exchange between the Rupee and the Canadian dollar, as reported by the Bank
of Canada on June 2, 2015, the latest practicable date, was Rs. 51.28= C$1.00.
The Offering Memorandum contains financial information relating to the Company as of and for the fiscal
years ended March 31, 2015, March 31, 2014 and March 31, 2013. The official daily noon rate of exchange between
the Indian Rupee and the Canadian dollar, as reported by the Bank of Canada, on March 31, 2015, March 31, 2014 and
March 31, 2013 was approximately Rs. 49.14 = C$1.00, Rs. 54.29 = C$1.00 and Rs. 53.45 = C$1.00 respectively.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Any discussion of taxation and related matters contained in this Canadian Offering Memorandum does not
purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase
the Notes and, in particular, does not address Canadian tax considerations. No representation or warranty is hereby
made as to the tax consequences to a resident of Canada of an investment in the Notes. Canadian investors should
consult with their own legal, financial and tax advisers with respect to the tax consequences of an investment in the
Notes in their particular circumstances and with respect to the eligibility of the Notes for investment by the investor
under applicable Canadian federal and provincial legislation and regulations and should review the section entitled
"Taxation Indian Taxation" contained within the Offering Memorandum for additional general information for
Canadian investors with respect to taxation consequences of an investment in the Notes.

RIGHTS OF ACTION FOR DAMAGES OR RESCISSION
Securities legislation in certain of the Canadian provinces provides certain purchasers of securities pursuant to
an offering memorandum (such as this Canadian Offering Memorandum) with a remedy for damages or rescission, or
both, in addition to any other rights they may have at law, where the offering memorandum and any amendment thereto
contains a "misrepresentation", as defined in the applicable securities legislation. A "misrepresentation" is generally
defined under applicable provincial securities laws to mean an untrue statement of a material fact or an omission to state
a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the
circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or
delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation and
are subject to limitations and defences under applicable securities legislation.
The following is a summary of the relevant rights of action for damages or rescission, or both, available to
certain purchasers resident in certain of the provinces of Canada.
6

Saskatchewan

The right of action for damages or rescission described herein is conferred by section 138 of The Securities
Act, 1988 (Saskatchewan) (the "Saskatchewan Act"). The Saskatchewan Act provides, in relevant part, that where an
offering memorandum (such as this Canadian Offering Memorandum), or any amendment thereto, is sent or delivered
to a purchaser and it contains a misrepresentation, as defined in the Saskatchewan Act, a purchaser who purchases a
security covered by the offering memorandum or any amendment thereto has, without regard to whether the purchaser
relied on the misrepresentation, a right of action for rescission against the issuer or a selling security holder on whose
behalf the distribution is made or a right of action for damages against:
(a)
the issuer or the selling security holder on whose behalf the distribution is made;
(b)
every promoter and director of the issuer or the selling security holder, as the case may be, at the
time the offering memorandum or any amendment thereto was sent or delivered;
(c)
every person or company whose consent has been filed respecting the offering, but only with
respect to reports, opinions or statements that have been made by them;
(d)
every person or company that, in addition to the persons or companies mentioned in (a) to (c)
above, signed the offering memorandum or any amendment thereto; and
(e)
every person or company that sells securities on behalf of the issuer or the selling security holder
under the offering memorandum or any amendment thereto.

Such rights of action for damages or rescission are subject to certain limitations including the following:
(a)
if the purchaser elects to exercise its right of rescission against the issuer or selling security holder,
it shall have no right of action for damages against that party;
(b)
in an action for damages, a defendant will not be liable for all or any portion of the damages that he,
she or it proves do not represent the depreciation in value of the securities resulting from the
misrepresentation relied on;
(c)
no person or company, other than the issuer or a selling security holder, will be liable for any part of
the offering memorandum or any amendment thereto not purporting to be made on the authority of
an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an
expert, unless the person or company failed to conduct a reasonable investigation sufficient to
provide reasonable grounds for a belief that there had been no misrepresentation or believed that
there had been a misrepresentation;
(d)
in no case shall the amount recoverable exceed the price at which the securities were offered; and
(e)
no person or company is liable in an action for damages or rescission if that person or company
proves that the purchaser purchased the securities with knowledge of the misrepresentation.
All or any one or more of the persons or companies referred to above are jointly and severally liable, and
every person who or company that becomes liable to make any payment pursuant to section 138 of the Saskatchewan
Act may recover a contribution from any person who or company that, if sued separately, would have been liable to
make the same payment. Notwithstanding the foregoing, a court may deny such right to recover contribution where, in
the circumstances of the case, it is satisfied that to permit recovery of a contribution would not be just and equitable.

In addition, no person or company, other than the issuer or selling security holder, will be liable if the person
or company proves that:
(a)
the offering memorandum or any amendment thereto was sent or delivered without the person's or
company's knowledge or consent and that, on becoming aware of it being sent or delivered, that
person or company immediately gave reasonable general notice that it was so sent or delivered; or
(b)
with respect to any part of the offering memorandum or any amendment thereto purporting to be
made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an
opinion or a statement of an expert, that person or company had no reasonable grounds to believe
and did not believe that there had been a misrepresentation, the part of the offering memorandum or
any amendment thereto did not fairly represent the report, opinion or statement of the expert, or was
not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Not all defences upon which an issuer, selling security holder or other person may rely are described herein.
Canadian investors should refer to the full text of the Saskatchewan Act for a complete listing.

Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in
respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of
securities.

Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a
prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is
made either before or contemporaneously with the purchase of the security, the purchaser has, without regard to
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whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made
the verbal statement.

Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement
and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold by a
vendor who is trading in Saskatchewan in contravention of the Saskatchewan Act, the regulations to the Saskatchewan
Act or a decision of the Saskatchewan Financial Services Commission.

Section 141(2) of the Saskatchewan Act also provides a right of action for damages or rescission to a
purchaser of securities to whom an offering memorandum or any amendment thereto was not sent or delivered prior to
or at the same time as the purchaser enters into an agreement to purchase the securities, as required by section 80.1 of
the Saskatchewan Act.

Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the
foregoing rights more than:
(a)
in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the
cause of action; or
(b)
in the case of any other action, other than an action for rescission, the earlier of:
(i)
one year after the plaintiff first had knowledge of the facts giving rise to the cause of
action; or
(ii)
six years after the date of the transaction that gave rise to the cause of action.
The Saskatchewan Act also provides a purchaser who has received an amended offering memorandum
delivered in accordance with subsection 80.1(3) of the Saskatchewan Act with a right to withdraw from the agreement
to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating
the purchaser's intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser
within two business days of receiving the amended offering memorandum.
Manitoba
The right of action for damages or rescission described herein is conferred by section 141.1 of the Securities
Act (Manitoba) (the "Manitoba Act"). The Manitoba Act provides, in relevant part, that in the event that an offering
memorandum (such as this Canadian Offering Memorandum) contains a misrepresentation, as defined in the Manitoba
Act, a purchaser who purchases a security offered by the offering memorandum is deemed to have relied on the
representation if it was a misrepresentation at the time of purchase. Such purchaser has a statutory right of action for
damages against the issuer, every director of the issuer at the date of the offering memorandum and every person or
company who signed the offering memorandum or, alternatively, while still an owner of the securities purchased by the
purchaser, may elect instead to exercise a statutory right of rescission against the issuer, in which case the purchaser
shall have no right of action for damages against the issuer, the directors or every person or company who signed the
offering memorandum. No such action may be commenced to enforce the right of action for rescission or damages
more than (a) 180 days after the day of the transaction that gave rise to the cause of action, in the case of an action for
rescission, or (b) the earlier of (i) 180 days after the day that the plaintiff first had knowledge of the facts giving rise to
the cause of action, or (ii) two years after the day of the transaction that gave rise to the cause of action, in any other
case.
The Manitoba Act provides a number of limitations and defences, including the following:
(a)
no person or company is liable if the person or company proves that the purchaser purchased the
security having knowledge of the misrepresentation;
(b)
in the case of an action for damages, the defendant is not liable for all or any part of the damages
that the defendant proves do not represent the depreciation in value of the security as a result of the
misrepresentation; and
(c)
in no case will the amount recoverable in any action exceed the price at which the securities were
offered under the offering memorandum.
In addition, a person or company, other than the issuer, will not be liable:
(a)
if such person or company proves that the offering memorandum was sent to the purchaser without
the person's or company's knowledge or consent, and that, after becoming aware that it was sent,
the person or company promptly gave reasonable notice to the issuer that it was sent without the
person's or company's knowledge and consent;
(b)
if such person or company proves that after becoming aware of the misrepresentation, the person or
company withdrew the person's or company's consent to the offering memorandum and gave
reasonable notice to the issuer of the withdrawal and the reason for it;
(c)
with respect to any part of the offering memorandum purporting to be made on the authority of an
expert or to be a copy of, or an extract from, an expert's report, opinion or statement, if the person
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or company proves that it did not have any reasonable grounds to believe and did not believe that (i)
there had been a misrepresentation, or (ii) the relevant part of the offering memorandum (A) did not
fairly represent the expert's report, opinion or statement, or (B) was not a fair copy of, or an extract
from, the expert's report, opinion or statement; or
(d)
with respect to any part of the offering memorandum not purporting to be made on an expert's
authority and not purporting to be a copy of, or an extract from, an expert's report, opinion or
statement, unless the person or company (i) did not conduct an investigation sufficient to provide
reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had
been a misrepresentation.

If a misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated
into, an offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum.
Ontario
The right of action for damages or rescission described herein is conferred by section 130.1 of the Securities
Act (Ontario) (the "Ontario Act"). The Ontario Act provides, in relevant part, that every purchaser of securities
pursuant to an offering memorandum (such as this Canadian Offering Memorandum) shall have a statutory right of
action for damages or rescission against the issuer and any selling security holder in the event that the offering
memorandum contains a misrepresentation, as defined in the Ontario Act. A purchaser who purchases securities offered
by the offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon
the misrepresentation, a statutory right of action for damages or, alternatively, while still the owner of the securities, for
rescission against the issuer and any selling security holder provided that:
(a)
if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages
as against the issuer and the selling security holders, if any;
(b)
the issuer and the selling security holders, if any, will not be liable if it proves that the purchaser
purchased the securities with knowledge of the misrepresentation;
(c)
the issuer and the selling security holders, if any, will not be liable for all or any portion of damages
that it proves do not represent the depreciation in value of the securities as a result of the
misrepresentation relied upon;
(d)
the issuer and the selling security holders, if any, will not be liable for a misrepresentation in FLI if
it proves that:
(i)
the offering memorandum contains, proximate to the FLI, reasonable cautionary language
identifying the FLI as such, and identifying material factors that could cause actual results
to differ materially from a conclusion, forecast or projection set out in the FLI, and a
statement of material factors or assumptions that were applied in drawing a conclusion or
making a forecast or projection set out in the FLI; and
(ii)
the issuer had a reasonable basis for drawing the conclusions or making the forecasts and
projections set out in the FLI; and
(e)
in no case shall the amount recoverable exceed the price at which the securities were offered.
Section 138 of the Ontario Act provides that no action shall be commenced to enforce these rights more than:
(a)
in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the
cause of action; or
(b)
in the case of an action for damages, the earlier of:
(i)
180 days after the date that the purchaser first had knowledge of the facts giving rise to
the cause of action; or
(ii)
three years after the date of the transaction that gave rise to the cause of action.
This Canadian Offering Memorandum is being delivered in reliance on the "accredited investor exemption"
from the prospectus requirements contained under section 2.3 of NI 45-106. The rights referred to in section 130.1 of
the Ontario Act do not apply in respect of an offering memorandum (such as this Canadian Offering Memorandum)
delivered to a prospective purchaser in connection with a distribution made in reliance on the accredited investor
exemption if the prospective purchaser is:
(a)
a Canadian financial institution or a Schedule III bank (each as defined in section 1.1 of NI 45-106);
(b)
the Business Development Bank of Canada incorporated under the Business Development Bank of
Canada Act (Canada); or
(c)
a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting
securities of the subsidiary, except the voting securities required by law to be owned by directors of
that subsidiary.
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