NAYARA ENERGY LIMITED Corporate Presentation

September 2018

1 Legal Disclaimer

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2 Table of Contents

A Introduction

B Key Highlights  Strong parentage and governance framework  Integrated business value chain  Consistent track record of operational excellence  High complexity refinery  Crude sourcing and procurement advantage  Predictable product offtake through downstream presence and strong distribution  Attractive industry dynamics  Experienced management team with proven track record

C Near Term Strategic Plans

D Financial Overview

3 Introduction

4 Evolution and Key Milestones

Pre-Nayara regime Nayara regime

2003 2006 2008 2013 2015 2017 2018 Essar Oil Limited Vadinar refinery Vadinar refinery EOL exits CDR loan Major turnaround Acquisition of VOTL and VPCL Name changed to (“EOL”) commences commences commences facility in March 2013; completed; and divestment of E&P assets Nayara Energy Limited building its network of operations on a commercial improvement in local commissioning of (“Nayara”) franchised retail trial basis operations with credit rating1 by two VGO MHC Acquisition of 98.26% stake by petrol stations nameplate notches from BBB- to and Kesani, a Local credit rating1 capacity of 10.5 BBB+ consortium led by and upgraded by three MMTPA UCP, at an enterprise value of notches to “AA” US$ 12.9bn in August 2017

2003 2004 2006 2008 2012 2013 2015 2016 2017 2018

2004 2012 2016 2018 Enters into Corporate EOL completes expansion and EOL delisted Refinancing of INR Debt Restructuring optimisation projects; capacity Debt for optimization of (“CDR”); construction of increased to 20 MMTPA capital structure refinery recommences Commissioned 510 MWe coal along with captive Raised INR 2,400cr (c. fired captive power plant power plant and port US$ 355mn) through its placement of non- convertible debentures

1 Refers to CARE long term rating 5 Ownership Structure

49.00% PJSC Rosneft Oil Company Trafigura Holdings Pte Ltd

49.00% UCP PE Investment Ltd 100.00% 2.00% Oil Holdings Ltd1

Kesani Enterprises Company Rosneft Singapore Pte Ltd Minority Shareholders Ltd (Cyprus) 49.13% 1.74% 49.13%

Nayara Energy Ltd

98.00% 100.00% Vadinar Oil Terminal Ltd3 Vadinar Power Company Ltd2

25.00% 75.00% 100.00% Coviva Energy Terminals Ltd Nayara Energy Properties Ltd2

100.00% 100.00% Enneagon Ltd Essar Oil Trading Mauritius Ltd

1 Previously known as Essar Power Holdings Ltd 2 Vadinar Power Company Limited and Nayara Energy Properties Limited are being merged with Nayara Energy Limited; merger application filed 3 Merger of Vadinar Oil Terminal Limited with Nayara Energy Limited being evaluated 6 Company Overview

Integrated refinery with dedicated infrastructure and proven track record – well positioned to cater to domestic and international demand

• India's second largest single location refinery – • Co-generation power plants with a capacity of constitutes c. 8% of Indian refinery capacity1 1,010 MWe owned and operated through Vadinar • High complexity index of 11.8, capable of processing Power Company Ltd (wholly owned subsidiary) ultra-heavy, heavy and light crudes across global Highly complex Captive power • Meets captive requirements of steam and power market refinery plant for the refinery • Strategically located on Indian west coast, proximity to Middle East and high consumption domestic as well as export markets

Captive port Strong retail with single business chain point mooring • Fully captive port with Single Point Mooring • 4,473 operational retail stations and 2,688 retail (Vadinar Oil Terminal Ltd) stations under implementation across India • End-to-end infrastructure including storage • Domestic sales account for 57% while exports facilities, water intake facilities, product jetty and account for 43% of FY18 sales dispatch facilities by rail, road, port and pipelines

1Source: Ministry of Petroleum and Natural Gas, Government of India - annual report 2017-18 7 Key Highlights

8 Key Highlights

1 Strong parentage and governance framework

2 Integrated business value chain

3 Consistent track record of operational excellence

4 High complexity refinery

5 Crude sourcing and procurement advantage

6 Predictable product offtake through downstream presence and strong distribution

7 Attractive industry dynamics

8 Experienced management team with proven track record 9 FY 2017Strong key figuresIntegrated (as at 31Business December & 2017)Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

1 High Quality and Experienced Shareholders

Effective ownership Shareholders in Nayara Energy Summary description

• World’s largest publicly traded petroleum company - c. 6% of world oil production and a market capitalization of US$69.6bn1 • Ownership structure2: Russian Government - ~50%, BP - 19.75%, QH Oil Investments – 18.93%, Public / others – ~11.32% 49.13% • Credit rating: S&P - BB+ (Positive outlook), Moody’s - Baa3 (Stable outlook) • FY2017 key figures (as at 31 December 2017) 3: Revenue - US$104.3bn, Total Assets - US$212.0bn

• One of the leading commodity traders in the world and the largest independent LNG trader4 24.07% • Two main lines of business: physical trading and industrial assets portfolio • FY2017 key figures (as at 30 September 2017): Revenue - US$136.4bn, Total Assets - US$48.6bn4

• Independent, private investment group established in 2006 24.07% • Focused on investing in high-growth private companies or mature enterprises with proven business model and stable cash-flow • Total assets under management exceed US$3bn

1. Source: Rosneft website; market cap as of September 19, 2018 2. As of September 18, 2018 3. FX – 1 US$ = 57.68 RUB, as of 31 Dec 2017 10 4. Source: Trafigura website Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

1 Nayara Energy – Strategic for its Shareholders

Deal Highlights

Acquisition of refinery and fuel-retailing business, along with captive port &  Largest FDI deal in India at the time of investment power plant 

 Provided access to Indian markets  Largest outbound investment from Russia at the time of investment

Key benefits of the deal to Nayara Energy

 Leverage Rosneft’s existing relationships to access new sources  Leverage Trafigura’s position as a leading crude oil trader in of crude sourcing & procurement

 Ability to process heavy oil from various geographies, and supply  Leverage Trafigura’s global commodity sales and logistics of oil products to APAC markets platform

 Strong balance sheet with adequate liquidity  Access to multiple funding channels

11 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

1 Representation of all Major Shareholders on the Board…

Board of Directors (BoD) Composition Executive / Rosneft Kesani Independent Nominee 4 4 2 2  BoD to have at least 2 independent directors1  No control of any single shareholder

Kesani Representatives Rosneft Representatives • Held top management position at BP since • Non-Executive Director in ATCO Group 1996 and thereafter at TNK-BP since 2005 Charles A. Fountain • Over 34 years of experience Didier Casimiro • Over 25 years of experience Executive Chairman • BSc, Economics & International Studies - Non Executive Director • Rosneft board member since June 2012 Warwick University, MPhil, Economics - Oxford • Graduated - Ghent University, Belgium

• President of Trafigura Eurasia LLC Krzysztof • Over 37 years of experience in oil and gas Jonathan Kollek • Over 35 years of experience in oil industry Zielicki Antoni industries; worked with BP Non Executive Director • B.Sc., Economics and International Relations Non Executive Director • BSc and MSc, Mathematics

• Director and Head of Asia Pacific in Trafigura • Advisor to the CEO of Rosneft Oil Company • Over 23 years of experience Chin Hwee Tan A Balgarnie • Over 30 years of experience in finance and • CFA, CA (Australia and Singapore) with Non Executive Director Non Executive Director natural resources industry Masters’ degree - Yale University, Post • BA Hons. and Morehead–Cain scholar - Graduate - Harvard University University of North Carolina, Chapel Hill, USA

• Partner at United Capital Partners • Vice President for Refining & Petrochemicals in Rosneft Oil Company E Sapozhnikova • Over 18 years of experience Alexander Romanov • Over 21 years of experience in oil and gas Non Executive Director • LLM - New York University, Law degree - Non Executive Director companies in refining and petrochemical Moscow State University • Degree in Chemical Engineering, Economics

1 As per Companies Act 12 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

1 …With Eminent Industry Professionals as Independent and Executive Directors

• Fellow Member of ICAI, Fellow Member of • Over 40 years of refining industry ICSI and member of Institute of Certified experience with key assignments across Deepak Kapoor Fraud Examiners, USA C Manoharan operations, maintenance and tech Independent Director Director & Head of Refinery • Commerce graduate - Delhi University • Was Executive Director with IOCL at (ranked 3rd) Panipat Refinery • Chemical Engineer

• Worked with organizations like PWC, • Executive Director (Inspection) of LIC ANZ Grindlays Bank PLC, Morgan • Served in various offices of LIC across Naina Lal Kidwai Stanley and HSBC R Sudarsan Independent Director Nominee of LIC regions • Chartered Accountant, MBA - Harvard • Masters Degree in Economics Business School

Governance structure

Trading and Risk Management Management Committee of Audit Committee Banking & Finance Committee Other Committees Committee Executives

CSR, Safety & Sustainability CEO + CFO + CCO + CMO + Committee Meeting; Nomination Chairman of the Board + 2 CDO + Director & Head of 2 Independent + 1 Nominee 1 Independent + 2 Nominee & Remuneration Committee; Nominee Refinery Stakeholders’ Relationship Committee

13 Strong Integrated Business Consistent High Input Robust Product Attractive Experienced Parentage & Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

2 Integrated Business Value Chain with Dedicated End-to-End Infrastructure

Single Point Mooring Pipeline network connecting port (SPM) System terminal to refinery

World-class Fully captive refinery power plant

• Ability to handle VLCCs 8 kms • Extensive network of pipelines in the sea helps transport crude to refinery • Natural deep draft available throughout the year

Retail Offtake via water, sales road and rail • High complexity resulting in • Captive coal based power plants sustainable profitability with back-up of liquid/gas based • Strategic location provides gas turbines/boilers boosts refinery advantage in sourcing and offtake profits by providing substantial savings

 Integrated facilities provide operational efficiency at reduced cost

• Strong network of 4,473 • 2 jetties, loading facilities and  Port availability through the year – no disruption operational retail stations gantry allow for product offtake through multiple channels  Reduces dependence on third-party service providers

 Flexibility to maximize value across the entire value chain

14 Strong Integrated Business Consistent High Input Robust Product Attractive Experienced Parentage & Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

2 Strategic Location with an Integrated Business

Strategic Location of VOTL Eases Crude Sourcing and Product Offtake Downstream Integration: Country-wide Retail Presence

Strategic location enables wide geographic reach Supply Map (as of FY18)

Jammu and Kashmir 06 Himachal Pradesh 114Cha. 22 Punjab 19 Uttar0 Pradesh East Europe Haryana Delhi 617 AP Uttar Pradesh 61 Sik. 90  618 Assam Rajasthan Pan India distribution network West Europe Petroleum products Bihar Nag. (Euro 3/4/5) Meghalaya 46 Man. distribution 41 Middle East 808 262 Jharkhand Tri. Mexico Latin America 20 West Miz. Madhya Pradesh Bengal DD Crude sourcing Chh. 85  355 Orissa Depots and supply locations across east Venezuela Asia Pacific DN 197 and west coast Colombia Telangana 235 Brazil 198 Goa Andhra KarnatakaPradesh  East Europe 2 depots under construction to boost Pon. supply security and logistics 7 Tamil Nadu 4 Ker. 434

Captive Power Plants Enables Substantial Saving

 1,010 MWe of power capacity available vis-à-vis current requirement of c.335 MWe  Coal based power plant replaced liquid fuel usage in November 2012, leading to reduction in power costs and providing substantial savings  Additional power available for sale on merchant basis and as back up for Vadinar refinery  VPCL is in the process of merging with Nayara – all approvals received; scheme of arrangement filed with NCLT

15 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

3 High Capacity Utilization Maintained Consistently since Inception

Consistently operating above 100% of capacity since commencement Key highlights

Throughput (MMTPA) Capacity utilization • Refinery started in May 2008 with 10.5 MMTPA of nameplate capacity & complexity of 6.1 141% 129% 129% 20.2 20.5 20.9 20.7 19.8 19.11 114% • Capacity presently stands at 20 MMTPA with a complexity of 11.8 101% 101% 102% 105% 104% 14.8 96% 13.5 13.5 12.0 • Two Crude Distillation Units (CDUs): CDU-I and CDU-II with a capacity of 18 MMTPA and 2 MMTPA respectively, with both operating at over 99% reliability since commercial operation in 2008

• CDU refining units had less than 5 days of unplanned shutdowns each year since inception FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

1 Throughput was low due to refinery shutdown

Key safety awards won over the past 2 years

 Confederation of Indian Industry: First Prize in CII Safety, Health and Environment Excellence & Innovation Award, 2017  Skoch BSE Award: Merit of Certificate for Petroleum Refining in the category of Major Fire- Lost-Time Standard Occupational Health and Safety, 2017 free Days: Injury-free Operating Days: Procedures:  Government of India: National Safety Award for Performance Year 2015 based on Accident-free Year, 2017 3,327 3,742 3,412  British Safety Council: International Safety Award in the category of Health and (1st July 2018) (1st July 2018) (1st July 2018) Safety Management, 2016

16 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

4 Profitable Crude and Product Mix Achieved due to High Complexity Index

Complexity index for refineries

12.7 12.6 12.2 11.8 • Superior complexity enables processing crude ranging 9.8 9.7 from 15-60 API with an average API of 24 9.1 8.8 8.6 • Capable of producing high quality of Euro 4 and 5 6.6 6.4 specifications of petroleum products • Refinery expected to be Euro 6 compliant post shutdown1 in FY19

Reliance HMEL IOCL Nayara Thai Oil SK Corp BPCL Bina Sinopec IRPC Esso Star Paradip Petroleum Source: Publically available sources on the respective companies’ websites

Crude mix geared towards ultra heavy crudes… …while the product mix is geared towards light and middle distillates

Ultra Heavy Heavy Light Heavy Middle Light • High complexity allows the • Tech allows production of 6% 7% crude mix to be geared 24% light and middle distillates 28% 27% 27% towards ultra heavy crude, from the heavy and ultra 33% 31% 85% enabling superior Gross 69% 85% heavy crudes, which Refining Margin (GRMs) boosts profitability 42% 53% 61% 58%

61% 62%

31% 19% 15% 15%

FY12 FY15 FY18 FY12 FY15 FY18

1 A major shutdown of 25-30 days is conducted at the refinery once every 3 years 17 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

4 Industry Leading GRMs with Focus on High Value-added Products

Gross Refining Margin 10.0 Singapore GRM Nayara CP GRM 9.7 9.4 8.9 (GRM) ($/bbl) 8.6 8.6 7.0 6.7 6.1 6.0 5.5 5.7 5.7 3.9

Q2 FY17 Q3 FY17 Q4 FY17 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18

3.1 3.3 4.0 3.1 3.0 3.2 2.9

Delta of Nayara CP GRM x.x over Singapore GRM

Nayara has consistently outperformed the Singapore benchmark GRM

Diversified product slate (FY18)

Domestic Export 11.0 13.8 MMT 10.0  In FY 2018, high value-added products, MS and HSD, accounted for c. 70% of total 9.0 production 8.0 5.4 7.0  Domestic Sales accounted for more than 50% of total sales 6.0 High complexity enables Nayara to optimize product mix as per market MMT 5.0  requirements 4.0 3.0 0.1 5.0 1.8 Ability to produce Euro 6 compliant product with nominal investment 2.0  1.0 2.2 - 0.4 0.3 0.1 1.5 1.0 1.0 0.8 - HSD MS Petcoke LPG Naphtha SKO/ATF Bitumen Sulphur VGO

18 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

5 Crude Sourcing & Procurement Advantage for Nayara Energy

• Located in the Gulf of Kutch region in Gujarat, with natural deep draft availability (SPM - 32m & Jetties – 20m, 16m) Strategic location • Proximity to Middle East countries helps reduces freight cost and lead time

Current • Long-term contracts exist with reputable suppliers long-term supply contracts • Special arrangements for procurement and processing of indigenous Mangala crude

• Nayara has a geographically diversified crude sourcing strategy, which helps in minimizing risk of disruption in supply

Other regions 9% FY18 crude India Regionally diversified 8% sourcing mix Middle crude sourcing East 50% Latam 33% • Rosneft and Trafigura provide additional optionality for crude sourcing which can be leveraged by Nayara in the future

• Crude oil secured through both long term and spot arrangements to maintain balance between security of supply and optimization based on market conditions

Engagement in spot Term (%) and long-term 66% 70% 74% 84% arrangements Spot (%)

34% 30% 26% 16% FY15 FY16 FY17 FY18

19 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

6 Robust Product Distribution / Offtake Network Along with an Asset-light Retail Model

Sales Mix Trend (FY16-18) • Export of gas oil, jet fuel and Naphtha to over 15 countries Export sales 19.0 21.1 21.4 • Contracts are generally for six months or less with variable pricing terms

Domestic sales to • Current contracted oil offtake of 5.9 MMTPA with domestic OMCs 45% 43% oil marketing 55% companies • LPG offtake by PSU OMC is around 1 MMTPA

Domestic retail 26% • Current network of 4,473 operational retail fuel stations 36% 22% sales 17% 12% 18% • Include both spot and term sales for primarily HSD, fuel oil, sulphur and bitumen 15% Domestic bulk 7% 6% sales • Customers typically have a tenor of 1 year and include direct commercial users, FY16 FY17 FY18 railways & defence segments and petroleum product traders Bulk Retail PSUs Export x.x Total Sales in MT

Marquee Customers in India and Globally

PSUs Global Oil Majors International Petroleum Traders National Oil Companies1

Nayara has achieved rapid expansion through an asset-light model with small format ROs located at secondary highways and tier 2/3 towns

1Supply to the National Oil Companies of countries such as UAE and Saudi Arabia 20 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

7 Strong Demand Drivers for Petroleum Products in India

Highest oil consumption growth Low per capita oil consumption

6.4% 44.2 Oil consumption growth CY15-17 CY17 yearly consumption (barrels per capita) 2.9% 2.5% 2.1% 1.6% 24.2 1.0% 1.0% 0.8% 1.1% 22.3 15.9 11.5 10.8 -0.5% 8.8 8.2 5.3 3.4 -2.2% 1.3

-3.0%

UK US

US UK

India

Brazil

China

India

Saudi Japan

OECD Arabia

Brazil

Russia

China

Japan

Saud

Canada

Russia

Arabia

Australia

Canada

Germany

Australia Germany Note: FY ending March 31, CY ending December 31; source: BP Statistical Review of World Energy Source: BP Statistical Review of World Energy, IMF population data Petroleum products consumption has been rising steadily…

Petroleum products Consumption in India (in MMT)

205 195 185 158 166

FY14 FY15 FY16 FY17 FY18

Note: FY ending March 31, CY ending December 31; source: Petroleum Planning and Analysis Cell 21 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

7 Indian Refining Capacity & Product Specifications

As India moves towards BS-VI, Nayara is capable of producing Industry refining capacity split and outlook1 high quality petroleum products meeting fuel standards2

Euro Norms 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 European Union Euro 4 Euro 5 Euro 6 • Out of an installed capacity of c.248 MMTPA in India, 63 MMTPA capacity refineries India (NCR+ 13 Cities) Euro 3 (BS III) Euro 4 (BS IV) BSVI - 2019 are more than 20 years old India (Nationwide) Euro 2 (BSII) Euro 3 (BSIII) BSIV BSVI - 2020 Hong Kong3 Euro 4 Euro 5 Euro 6 • Domestic consumption of petroleum products is c.205 MMTPA with a 5-year CAGR South Korea Euro 4 Euro 5 Euro 6 of 5.5% China (Beijing)4 Euro 2 Euro 3 Euro 4 Euro 5 Singapore5 Euro 4 Euro 5 Euro 6 • Nayara is well placed to capitalise on growing domestic market for cleaner fuels as Malaysia Euro 2 Euro 4 mandated by the government Thailand Euro 3 Euro 4 Philippines Euro 2 Euro 4 Bangladesh (gasoline) Euro 2 Euro 3 Bangladesh (Diesel) Euro 1 Euro 2

Strong retail annual volume growth achieved by Nayara post deregulation of diesel prices in October 2014

5,000 65% CAGR since FY16 93 100 83 • On 18th October, 2014, the Union Cabinet Committee of Economic Affairs, formally 4,000 76 announced deregulation of diesel prices 80 3,000 4,500 • The biggest benefit could be through higher marketing margins 2,000 60 2,797 1,000 • Deregulation to lead to market-linked pricing and encourage private oil refiners to 1,644 foray into domestic oil marketing space - 40 FY16 FY17 FY18 Volume (TKL) - LHS TPO - RHS Note: 1. Source: Petroleum Planning and Analysis Cell 2. Compiled from various sources including Delphi Worldwide Emission Standards, The Air Pollution Control (Vehicle Design Standards) (Emission)(Amendment) Regulation 2017, National Environment Agency report Singapore, CIMB equity research 3. Hong Kong commenced Euro 6 for private car and taxi from 2017. For light bus and goods vehicle, Euro 6 commenced from 2018 4. In Beijing, Euro 5 was implemented in 2013 for PI without IUPR and CI / for PI with IUPR, it was implemented in 2015 5. For diesel-run vehicles 22 Strong Integrated Business & Consistent High Input Robust Product Attractive Experienced Parentage Strategic Location Track Record Profitability Flexibility Distribution Industry Dynamics Management

8 Vastly Experienced Management with Substantial Execution Experience in the Petroleum Sector

30+ • Experience in corporate finance, strategy, investment banking and commodity trading B Anand Chief Executive Officer • Previously was the CFO of Trafigura India Private Limited; prior to Trafigura, was Group Director of Finance for Future Group and held senior positions with Group

40+ • Handled variety of assignments in key positions in Refining Operations, Maintenance and Technical Services at , Panipat C Manoharan Refinery as well as Head Office (Refinery Division) Director & Head of Refinery • Prior to Nayara Energy, he was Executive Director with IOCL at the Panipat Refinery

26+ • Rich experience in Banking and Finance industry Anup Vikal • Prior to Nayara Energy, he was the CFO of Snapdeal and has held senior positions with Aircel, Interglobe Aviation, COLT Telecom & Bharti Chief Financial Officer Airtel • Holds Mechanical Engineering and MBA degree 25+ Alan McGown • Experience in the Oil Marketing sector; he holds a degree in Business Studies Finance and Post Graduate Diploma in Marketing Chief Marketing Officer • Prior to Nayara Energy, he worked with Rosneft, BP &TNK BP in various key positions in Poland, US, China and Russia

20+ • Vast Experience in Oil and Gas industry Evgeny Storozhuk • Prior to Nayara Energy, he worked with Rosneft and TNK-BP in Russia and Ukraine Chief Commercial Officer • Holds degree in Economics and Management, MBA and has completed his post-graduation in Accounting

20+ • Experience in the area of Upstream Field Development, Project Management, Refining Commercial and Downstream Strategy Sergey Denisov • Prior to Nayara Energy, he has worked with BP, TNK BP and Sidanco in Russia, Ukraine, Netherlands, UK and Germany Chief Development Officer • Holds a degree in Mechanical Engineering

xx Years of experience 23 Near Term Strategic Plans

24 Near Term Strategic Plans Securing the Base

• CCR Unit Revamp (Increase in capacity from 3.2 KTPD to 3.7 KTPD) o Improves GRM by upgrading Hydro-Treated Heavy Naphtha from NHT to high value octane rich Reformate

• New SRU (Sulphur Recovery Unit) and SWS (Sour Water Stripper) Units

o Expected to lead to enhancement of crude blend window with respect to Sulphur and Nitrogen, and optimizing Crude basket on a  Low cost Margin Improvement sustained basis projects with low Projects • NHT and ISOM Revamp payback period o NHT revamp improves the margins by upgrading sour Naphtha to Gasoline and Diesel; NHT can supply incremental Hydro-Treated conditioned feed to match revamps of ISOM unit and CCR unit which is expected to eventually produce more of high value Octane barrels o Higher incremental Isomerate volumes are expected to improve flexibility to upgrade incremental naphtha into Gasoline, and produce Incremental high octane and low Sulphur Gasoline grades

• Retail Expansion o Leverage existing ready retail platform for further expansion to capitalize on deregulation of gasoline prices  Asset light model Retail expansion and for value automation o 4,473 operational retail stations and 2,688 retail stations under implementation across India creation o Plan to setup 5 depots across strategic locations in the country to improve supply security and reduce dependency on PSUs o Automation of all retail stations under implementation in phased manner

• Plans implemented o Achieved refinancing of INR term loans at favourable terms with lower spreads  Saving in Optimization of capital o INR Bond of INR 2,400cr (c. US$ 355mn) availed and in process of availing long term prepayments for converting short term liabilities into interest cost and structure long term debt extension of maturity o Aiming at further reduction in interest cost by availing synthetic full currency swaps o Entered into a US$750mn long term export advance facility to reduce reliance on short term debt

25 Compliance with Sanctions Laws

Restoration of Sanctions on Iran : Nayara Energy’s Plans Going Forward

Restoration of Sanctions on Iran by US Administration

• In May 2018, US announced discontinuation of its participation in the Joint Comprehensive Plan of Action (JCPoA)

• 180 days wind-down period until 4th Nov 2018 given to demonstrate the reduction of trade with Iran and Iranian counterparties

• Nayara’ s position:

• Shall always remain complaint with the US Sanctions imposed on Iran

• If the Govt. of India negotiates a waiver / exemptions with Govt. of USA, Nayara shall remain in compliance with Sanctions and such exemptions read together

Alternate Plans of Nayara Energy

 Secure suitable replacement crudes from Middle East and Latin America through combination of spot and term volumes

 Leverage on established relationships with all major suppliers

 Nayara plans to have replacement contracts to minimize the economic hit

26 Financial Overview

27 Nayara’s Financial Performance (Provisional unaudited IFRS financials)

Particulars FY16 FY17 FY18 3mFY18 3mFY19 (12 months ended (12 months ended (12 months ended (3 months ended (3 months ended (in US$mn1, unless stated otherwise) Mar 2016) Mar 2017) Mar 2018) Jun 2017) Jun 2018) Throughput - Million Tons 19.11 20.95 20.70 5.13 5.24 Throughput - Million Barrels 133 145 144 36 37 INCOME Revenue from Operations 9,405 11,117 13,148 3,241 4,024 Other Income 345 519 110 133 12 Total Income 9,750 11,637 13,258 3,374 4,036 EXPENDITURE Cost of Goods Sold (COGS)2 6,395 7,497 9,145 2,106 2,937 Excise Duty 1,475 1,730 2,260 730 632 Other Expenditure3 611 574 634 182 155 Total Expenditure 8,481 9,800 12,039 3,017 3,724 EBITDA4 924 1,317 1,108 224 300 Interest & Finance Charges 415 583 508 101 83 Depreciation 236 258 260 56 64 Exceptional Items Gain / (Loss) (107) (801) (155) (144) (4) Share of Gain / (Loss) of associates - (8) - - - Net Exchange Rate differences (138) - (64) 1 (107) Profit before Tax (PBT) 373 187 231 57 54 (Loss) from Discontinued Operations (38) (341) (14) (14) - Tax Expense 198 227 139 70 20 Profit after Tax (PAT) 137 (381) 78 (27) 34

Note: 1. USDINR rates used: FY16 – 66.33; FY17 – 64.84; FY18 – 65.04; 3mFY18 – 64.74; 3mFY19 – 68.58 2. COGS = Cost of raw materials consumed + Purchases of stock-in-trade (petroleum products) + Changes in inventory of finished goods, stock-in-trade and work-in-progress 3. Other Expenditure = Employee benefits expense + Other expenses (does not include net exchange rate differences) 4. EBITDA = Revenue from operations – COGS – Excise duty – Other Expenditure 28 Key Financial Metrics (Provisional unaudited IFRS financials)

Revenue from Operations (US$mn) EBITDA (US$mn)

13,148 1,317 300 11,117 4,024 1,108 9,405 924 224 3,241

FY16 FY17 FY18 3mFY18 3mFY19 FY16 FY17 FY18 3mFY18 3mFY19

Leverage Profile

0.64x 0.63x 5.06x 4.80x 0.60x 0.60x 4.08x 3.79x 3.58x 3.14x 3.13x 2.75x

3 3 FY16 FY17 FY18 Jun-18 FY16 FY17 FY18 Jun-18 Gross Debt / EBITDA Net Debt / EBITDA

Note: 1. USDINR rates used: FY16 – 66.33; FY17 – 64.84; FY18 – 65.04; 3mFY18 – 64.74; 3mFY19 – 68.58 2. Gross Debt (Debt) = Non-current Interest-bearing loans and borrowings + Current Interest-bearing loans and borrowings + Interest accrued but not due to borrowing 3. Gross Debt for June-18 includes additional debt of c. US$ 1,105mn which Nayara has undertaken after 30 June 2018 i.e. Export advance facility of US$ 750mn and INR Bond of INR 2,400cr (c. US$ 355mn) 4. Net Debt = Gross Debt – (Cash and short term deposits + Investments in mutual funds) 5. Gross Debt / EBITDA and Net Debt / EBITDA for Jun-18 have been calculated using LTM Jun 2018 EBITDA = FY18 EBITDA + 3mFY19 EBITDA – 3mFY18 EBITDA 29 Continuous Improvement in Local Credit Rating

CARE Long term rating AA AA- A+ A A- BBB+ BBB BBB- 01/01/10 09/16/11 05/31/13 02/14/15 10/29/16 07/15/18 Acquisition (Aug-2017)

Improvement by three notches (“A” to “AA”) post acquisition

 Strong market position of consortium promoters  Strong operational profile with one of the highest complexities across refineries in India  Relatively higher Gross Refining Margins (GRMs) than peers in the industry  Crude throughput more than rated capacity of 20 MMTPA  Strategic location of refinery along with captive port terminal and power plant  Adequate debt coverage metrics

Source: CARE rating rationale, as of 25 May 2018

30 List of Abbreviations

Abbreviation Nomenclature Abbreviation Nomenclature API American Petroleum Institute gravity KTPD Kilo Tonnes per Day ATF Aviation Turbine Fuel LIC Life Insurance Corporation of India BBL Barrel (unit) LNG Liquefied Natural Gas Bn Billion LPG Liquefied Petroleum Gas BP British Petroleum MHC Mild Hydrocracker Project BPCL Corporation Limited MMT Million Metric Tonnes CAGR Compounded Annual Growth Rate MMTPA Million Metric Tonnes Per Annum CCR Continuous Catalytic Regeneration Unit MS Motor Spirit (Petrol) or Gasoline CCO Chief Commercial Officer MWe Megawatt Electric CDO Chief Development Officer NCLT National Company Law Tribunal CDR Corporate Debt Restructuring NHT Naphtha Hydro-Treater unit CDU Crude Distillation Unit OMC Oil Marketing Companies CI Compression Ignition Engine PPAC Petroleum Planning & Analysis Cell CII Confederation of Indian Industry PSU Public Sector Undertaking CMO Chief Marketing Officer SRU Sulphur Recovery Unit E&P Exploration and Production SWS Sour Water Stripper GRM Gross Refining Margin TNK Tyumenskaya Neftyanaya Kompaniya, Tyumen Oil Company HMEL HPCL-Mittal Energy Limited TKL Total Kilo Litres HPCL Corporation Limited TPO Throughput per Outlet HSD High Speed Diesel VGO Vacuum Gas Oil IOCL Ltd. VLCC Very Large Crude Carriers ISOM Isomerization Unit VOTL Vadinar Oil Terminal Limited IUPR In Use Performance Ratio VPCL Vadinar Power Company Limited

31 Thank You

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