­Credit Profile of GoAP.
Adherence to the stipulated transaction structure/conditions.

­All covenants for the placed NCDs
The Issuer shall give the following undertakings:
(i) maintenance of corporate existence.
(ii) compliance with applicable laws.
(iii) no change of business other than as may be permitted under the terms of the Debenture Trust Deed.
(iv) creation of security and maintenance of security cover as per applicable law
(v) compliance with information covenants including submission of financial results and providing compliance certificate as agreed under the Debenture Trust Deed
(vi) Intimation to the Debenture Trustee prior to undertaking or entering into any amalgamation, demerger, merger or corporate restructuring or reconstruction scheme proposed by the Issuer
(vii) to enter into / execute the relevant lease agreement(s) and all other documents, deeds, notices, letters, agreements, declarations, undertakings, instruments and forms as may be required in relation to or in connection with or for the purposes of the quarry leasehold rights and mining rights over the 436 new minor mineral projects, including any replacement thereof,
(viii) undertake all steps for receipt of all necessary clearances from relevant authorities (including without limitation, required approvals from the relevant District Mines & Geology Officer (DMGO) / Divisional Mines & Geology Officer (Div. MGO)), as required under the APMMC Rules and other applicable laws.
(ix) Compliance with all terms of the Transaction Documents;
(x) Listing of Bonds within timelines prescribed under applicable laws;
(xi) No modification to the structure of Bonds without prior approvals as required under Applicable Laws;
(xii) No wilful defaulter on the Board;
(xiii) No modification to the Constitutional Documents which imposes restrictions on the Issuer in complying with its obligations under the Transaction Documents;
(xiv) Not to sell, assign, transfer, dispose off its business undertakings or assets or Secured Properties;
(xv) No change in financial year end date unless required by law;
(xvi) Full disclosure in respect of Use of proceeds in the Offer Documents;
(xvii) Not to create any encumbrance without prior approval of the Debenture Trustee except as provided in the Transaction Documents;
(xviii) Preservation of corporate existence and status;
(xix) not do or voluntarily suffer any act which restricts right to transact its business;
(xx) Timely payment of all applicable dues;
(xxi) Secured Properties to be adequately insured;
(xxii) Intimate Debenture Trustee of all orders, directions, notices of a court or tribunal that may affect the Issue or Secured Properties;
(xxiii) Maintenance of Asset Coverage Ratio;
(xxiv) Compliance with anti-Bribery and Corruption Law;
(xxv) Maintenance of Internal Controls;
(xxvi) Information Covenants in compliance with applicable laws and as agreed with the Debenture Trustee as detailed in the Key Information Document;
(xxvii) Further Assurances;
(xxviii) Additional covenants primarily relating to credit of securities, payment obligations and other covenants relating to the Bonds;
(xxix) Pre-authorization to Debenture Trustee to seek redemption payment related details from Account Bank;
(xxx) Confirmation that the State Government of Andhra Pradesh will make payments under the Deed of Guarantee cum Undertaking free from any withholding or deduction into the Bond Servicing Account and/or the Debt Service Reserve Account (as the case may be);
(xxxi) State Government of Andhra Pradesh shall not amend, withdraw, revoke or alter the written instructions in relation to the defined recourse mechanism;
(xxxii) State Government of Andhra Pradesh shall ensure that the all payment instructions provided by the Debenture Trustee under Defined Recourse Mechanism are honoured;
(xxxiii) State Government of Andhra Pradesh shall not (i) dissent to the instructions of the Debenture Trustee, and / or (ii) do any action which may prevent the Defined Recourse Mechanism to be undertaken on the instructions of the Debenture Trustee;
(xxxiv) Any change in shareholding of the Issuer shall be as per the covenants as per Annexure L of the Key Information Document;
(xxxv) Issuer to ensure State Government of Andhra Pradesh complies with all undertakings given by it and covenants applicable to it;
(xxxvi) Undertaking by the Issuer that it would not create any kind of encumbrance or dispose in any way, any of the quarry leasehold rights and mining rights that are presently held by it, including those relating to the Sulyari coal mines and the barytes mines.

Structure related Covenants of the Issuer
a. Unconditional and Irrevocable Guarantee from State Government of Andhra Pradesh dated 13th March 2025, read with GoAP letter dated 16th June 2025, for timely servicing of Interest and Principal in respect of Bonds, for an aggregate issue size of INR 9000 crores, for the Bonds allotted on 9th May 2025 and Bonds being proposed for Reissuance hereunder.
b. Maintenance of Debt Service Reserve Amount (DSRA) to the extent of fully covering the peak servicing requirements for 2 quarters as a liquidity support.
c. Entire revenue of the Issuer from all activities to be collected in a single account – Revenue Collection Account.
d. Stipulation for invocation of Government Guarantee for impairment of DSRA if not remedied within 30 days of stipulated timelines with activation of Defined Recourse Mechanism and ensuring Default Escrow Mechanism on the Revenue Collection Account remaining active till DSRA replenishment gets completed.
e. Stipulation for invocation of Government Guarantee in case of an Event of Default, if settlement of entire liabilities not effected within stipulated timelines with activation of Defined Recourse Mechanism and of the Default Escrow Mechanism on the Revenue Collection Account in the post invocation scenario.

Financial Covenants and Security
1. A minimum Asset Coverage Ratio of 1;
2. A DSCR of at least 1.25. Provided that in the event the issuer avails any financial indebtedness, the issuer shall instead be required to maintain a DSCR of at least 1.50 throughout the tenor of the bonds.
3. The Asset Coverage Ratio requirement above shall be tested on a yearly basis (or such other frequency as may be required under Applicable Law).
4. Compliance with the DSCR requirement shall be tested on a yearly basis (or such other frequency as may be required under Applicable Law) at the end of each financial year. In the years where the DSCR at the time of computation is found to be below 1.25 (one decimal two-five) / 1.50 (one decimal five-zero) (as the case may be), the Surplus Funds (after meeting all expenses and tax payouts) would be credited directly from the Revenue Collection Account to the Contingency Reserve Account without allowing any other utilization by the Issuer. Such amounts once transferred and lying in Contingency Reserve Account would be released only after the DSCR remains at or above 1.25 (one decimal two-five) / 1.50 (one decimal five zero) (as the case may be) for a minimum period of 2 (two) consecutive years, subject to the condition that there is no outstanding impairment of DSRA.
5. Notwithstanding anything contained in this Deed or any other Transaction Document, in the event the Issuer fails to maintain the Asset Coverage Ratio at the level stipulated in sub-clause (i) hereinabove, the Debenture Trustee (acting on the instructions of the Bond Holders) may require the Issuer to, within 30 (thirty) days of such occurrence, create such further Security Interest as may be required to fully restore the Asset Coverage Ratio to the stipulated level. The Issuer agrees and undertakes that in the event such further Security Interest is required to be provided by it, that the same will be provided in a form and manner acceptable to the Debenture Trustee.
6. The Issuer shall submit to the Debenture Trustee valuation reports (in such form and manner as may be acceptable to the Debenture Trustee) in respect of the value of the underlying mineral deposits in the Identified Mines, every 3rd (third) year from the Deemed Date of Allotment.

• ­The statutory auditors have issued qualified opinion for FY2023 and FY2024. The qualification comments include a significant amount of long-standing unsecured trade receivables, high level of contingent liabilities and loans extended to other GoAP entities, among other matters. Further, the management has provided clarifications to the auditor on these matters and has also submitted a detailed response to Acuite.
• The next hearing for the purpose of admission of Public Interest Litigation (PIL) is scheduled on 5 November 2025.