Information Memorandum For Private Circulation Only

JINDAL STEEL AND POWER LIMITED

INFORMATION MEMORANDUM

FOR ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS

th Issue Opening Date: 5 April 2013 th Issue Closing Date: 5 April 2013

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Information Memorandum For Private Circulation Only

Jindal Steel & Power Limited

(A Public Company incorporated under The Companies Act, 1956)

Date of Incorporation: 28th September, 1979

Registered Office O.P. Jindal Marg, Hisar - 125 005, Haryana, India

Phone No.: +91 1662 222471-84

Fax No.: +91 1662 220476/499

Email: [email protected]

Website: www.jindalsteelpower.com

Company Secretary: Shri T.K. Sadhu

ISSUE OF RATED, LISTED, UNSECURED 9.63% COUPON, REDEEMABLE, NON CONVERTIBLE DEBENTURES OF A FACE VALUE OF RS.10,00,000 EACH, FOR CASH AT PAR, AGGREGATING UPTO Rs 300 CRORES ON PRIVATE PLACEMENT BASIS (THE “ISSUE”)

SCHEDULE I : DISCLOSURE UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AND SEBI (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012

GENERAL RISKS General Risks: Investors are advised to read the risk factors carefully before taking an Investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the Information Memorandum including the risks involved. The debentures have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Special attention of investors is invited to the statement of Risk Factors in this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Issuer and the issue, which is material in the context of the issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT Rating The NCDs are rated by CARE Ratings as “CARE AA+” (pronounced as CARE Double A plus rating). Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision The rating is not recommended to buy, sell or hold Securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc. LISTING The Unsecured Redeemable Non-Convertible Debentures are proposed to be listed on the WDM segment of Bombay Stock Exchange Limited (BSE).

Issue Schedule Issue opens on 05th April 2013 Issue closes on 05th April 2013 Deemed Date of Allotment 05th April 2013

The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the company at its sole and absolute discretion.

This Information Memorandum is dated April 05, 2013

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Sole Arranger to the Issue: Credit Rating Agency:

HDFC Bank B-47, 3rd Floor, Inner Circle, Investment Banking Division Connaught Place, First Floor, Trade World, New Delhi - 110001 A-Wing, Kamala Mills, Tel: +91 11 4533 3200 S.B. Marg, Lower Parel (West) Fax: +91 11 4533 3238E- Mumbai - 400013 mail:[email protected] Tel: +91 22 3383 9235 Fax:+ 91 22 4080 4114 E-mail: [email protected]

Registrars to the Issue: Debenture Trustee: Alankit Assignments Limited Alankit House, AXIS Trustee Services Limited 2E/21 Jhandewala Extension, Central Office, 2nd Floor, New Delhi-110055 Bombay Dyeing Mill Compound, Tel: +91 11 4254 1234 Pandurang Budhkar Marg, Fax: +91 11 2355 2001 Worli E-mail: [email protected] Mumbai - 400 025 Tel: +91 22 2425 5226 E-mail: [email protected]

Company Secretary and Compliance Officer: Statutory Auditors of the Company: Shri T.K. Sadhu M/s S.S. Kothari Mehta & Co. 28, Najafgarh Road, New Delhi - 110015 145 – 149, Tribhuwan Complex, Tel: +91-11-45021814-17,53 Ishwar Nagar, Fax: +91-11-45021818 Mathura Road, E-mail: [email protected] New Delhi – 110 065 Tel: +91 11 46708888 Fax: +91 11 66628889 E-mail:[email protected] Firm Registration No.: 000756N

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DISCLAIMER

This Information Memorandum/ Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange Limited is being made strictly on a private placement basis. This Information Memorandum/ Disclosure Document is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum/Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Information Memorandum/Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. Therefore, as per the applicable provisions, copy of this Information Memorandum/Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Information Memorandum/Disclosure Document has not been filed with the RoC or the SEBI.

This Information Memorandum/Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum/Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum/Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum/Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum/Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum/Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Information Memorandum/Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum/Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum/Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it Page 4 of 82

Information Memorandum For Private Circulation Only to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Information Memorandum/Disclosure Document to reflect subsequent events after the date of the Information Memorandum/Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum/Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum/Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum/Disclosure Document in any jurisdiction where such action is required. The distribution of this Information Memorandum/Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum/ Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum/Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE ARRANGER

The role of the Arranger in the assignment is confined to marketing and placement of the debentures on the basis of this Disclosure Document as prepared by the issuer. The Arranger has neither scrutinized/ vetted nor has it done any due-diligence for verification of the contents of this Disclosure Document. The Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors and other eligible investors in the debentures to be issued by the company on private placement basis. It is to be distinctly understood that the aforesaid use of this document by the Arranger should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. The Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Stock Exchange for hosting the same on its website. It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

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INDEX TITLE ISSUE DETAILS DISCLAIMER I ISSUE RELATED INFORMATION Ii BRIEF SUMMARY OF BUSINESS ACTIVITIES OF THE ISSUER AND ITS LINES OF BUSINESS Iii BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION, GIVING DETAILS OF SHARE CAPITAL, CHANGES IN CAPITAL STRUCTURE,EQUITY SHARE CAPITAL HISTORY, DETAILS OF ANY ACQUISITIONS/AMENDMENTS OR REORGANISTION Iv DETAILS OF SHAREHOLDING OF THE COMPANY INCLUDING DETAILS OF TOP 10 HOLDERS OF EQUITY SHARES V DETAILS RELATING TO CURRENT DIRECTORS OF THE COMPANY AND THE CHANGE IN DIRECTORS OVER THE LAST 3 YEARS Vi DETAILS RELATING TO THE AUDITORS OF THE COMPANY Vii DETAILS OF ALL BORROWINGS,LIST OF TOP 10 HOLDERS OF DEBT SECURITIES, CORPORATE GUARANTEES ISSUED (IF ANY), DETAILS OF ANY DELAYS/DEFAULTS IN PAYMENT OF INTEREST/PRINCIPAL Viii DETAILS OF PROMOTERS OF THE ISSUER Ix ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION ( LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY X ABRIDGED VERSION OF LATEST AUDITED / LIMITED REVIEW HALF YEARLY CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, AND BALANCE SHEET) AND AUDITORS QUALIFICATIONS, IF ANY Xi ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY Xii DEBENTURE TRUSTEE DETAILS Xiii RATINGS RELATED DETAILS Xiv DEBENTURE TRUSTEE CONSENT LETTER Xv NAME OF ALL RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED Xvi OTHER DETAILS xvii ISSUE DETAILS SUMMARY TERM SHEET ANNEXURE 1: DETAILED RATING RATIONALE ANNEXURE 2: RATING LETTER ANNEXURE 3 : DEBENTURE TRUSTEE CONSENT LETTER ANNEXURE 4: STATEMENT OF STANDALONE & CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED ON 31st DECEMBER 2012 ANNEXURE 5: APPLICATION FORM

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DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/ Us Jindal Steel & Power Limited Board/ Board of Directors/ Board of Directors of Jindal Steel & Power Limited Balance sheet date The last date of the financial year of the Company is 31st March. Book Closure/ Record The date of closure of register of Debentures for payment of interest CARE Credit Analysis and Research Limited CDSL Central Depository Services (India) Limited Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time Depository Participant /DP A Depository participant as defined under Depositories Act Disclosure Document Disclosure Document for Private Placement of 3,000 unsecured Redeemable Non- Convertible Debentures of Rs.10,00,000/- each FIIs Foreign Institutional Investors Financial Year / FY Twelve months period ending March 31, of that particular year FIs Financial Institutions NCDs/ Debentures 3,000 (Three Thousand) Unsecured Redeemable Non-Convertible Debentures of Rs.10,00,000/- each for cash NRIs Non Resident Indians NSDL National Securities Depository Limited BSE Bombay Stock Exchange of India Limited OCBs Overseas Corporate Bodies PAN Permanent Account Number Rating The NCDs are rated by CARE Ratings as “CARE AA+” (pronounced as CARE Double A plus rating) Rs./ INR Indian National Rupee RTGS Real Time Gross Settlement SEBI The Securities Exchange and Board of India, constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992,as amended from SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD- NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD- NRO/GN/2012- 13/19/5392 dated October 12, 2012) as amended from time to time. Security Unsecured TDS Tax Deducted at Source The Companies Act The Companies Act, 1956 as amended from time to time The Issue/ The Offer/ Private Private Placement of 3,000 Unsecured Redeemable Non-Convertible Debentures Placement of Rs.10,00,000/- each for cash Trustee AXIS Trustee Services Limited

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A. Issuer Information

1. Name and address

Name Jindal Steel & Power Limited Registered office O.P. Jindal Marg, Hisar - 125 005, Haryana, India Corporate office Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066, India Compliance officer Shri T.K. Sadhu 28, Najafgarh Road, New Delhi - 110015 Tel: +91-11-45021814-17,53 Fax: +91-11-45021818 E-mail: [email protected] Chief Financial Officer Mr. K . Rajagopal Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066, India Tel: 01141462433 Fax:01126161271 E-mail:[email protected] Arranger for the NCD HDFC Bank Limited Investment Banking Division First Floor, Trade World, A-Wing, Kamala Mills, S.B. Marg, Lower Parel (West) Mumbai - 400013 Tel: +91 22 3383 9235 Fax:+ 91 22 4080 4114 E-mail: [email protected] Trustee of the issue AXIS Trustee Services Limited Central Office, 2nd Floor, Bombay Dyeing Mill Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 Tel: +91 22 2425 5226 E-mail: [email protected] Registrar of the issue Alankit Assignments Limited Alankit House, 2E/21 Jhandewala Extension, New Delhi-110055 Tel: +91 11 4254 1234 Fax: +91 11 2355 2001 E-mail: [email protected] Credit Rating Agency of CARE Ratings the issue B-47, 3rd Floor, Inner Circle, Connaught Place, New Delhi - 110001 Tel: +91 11 4533 3200 Fax: +91 11 4533 3238 E-mail:[email protected] Auditors of the issue M/s S.S. Kothari Mehta & Co. 145 – 149, Tribhuwan Complex,Ishwar Nagar, Mathura Road,

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New Delhi – 110 065 Tel: +91 11 46708888 Fax: +91 11 66628889 E-mail:[email protected] Firm Registration No.: 000756N

2. A brief summary of the business / activities of the Issuer and its line of business

i) Overview of the business

Jindal Steel & Power Limited (“JSPL or “the Company”), part of the Naveen Jindal Group, was formed in 1998 by hiving off the Raigarh and Raipur facilities of Jindal Strips Ltd into a separate entity. Jindal Strips Limited, promoted by Late Shri O.P. Jindal and associates, was incorporated in November 1970 and became a public limited company in 1975. JSPL is presently managed and controlled by Shri Naveen Jindal, the youngest son of Late Shri O.P. Jindal, who is presently the Chairman of the Company.

JSPL has emerged as one of India’s leading steel producers with a significant presence in sectors like mining, power generation and infrastructure. The Company produces steel and power through backward integration from its captive coal and iron-ore mines. Its product portfolio comprises a wide variety of flat and long steel products catering to the varied needs of the steel market. JSPL has two steel manufacturing/ fabrication units at Raigarh and Raipur in the state of Chhattisgarh. The Company’s core capacities include 3 MMTPA of Steel, 3 MMTPA of Iron Ore Mining, 6 MMTPA of Coal Mining, 1457 MW of Power and 4.5 MMTPA of Pellets.

JSPL has entered in an MOU with Government of Odisha for setting up backward Integrated Steel Project of 6 MMTPA and Captive Power Project of 900 MW in state. Currently, JSPL is in process of setting up a steel manufacturing facility of 1.6 MMTPA and captive power plant with the capacity of 6 X 135 MW at Angul, Odisha (4 units already commissioned) along with Gas Based Direct Reduced Iron (DRI) facility with capacity of 1.8 MMTPA under the MOU. The said Project envisages setting up of Coal Gasification facility for manufacture of Synthesis Gas, a vertical DRI Kiln, Coal Beneficiation Plant, Process Boiler and Oxygen Plant. The steel manufacturing facility shall have an Electric Arc Furnace (EAF) of 1.6 MMTPA and Slab caster and Plate Mill of 1.5 MMTPA of capacity. The financial closure of the Steel Project, CPP Project and DRI Project has been achieved in July 2010, August 2011 and July 2012 respectively and the same are under advanced stages of implementation.

Further, the Company already has a 4.5 MMTPA pelletisation plant at Barbil, Odisha and a 0.6 MMTPA Wire Rod Mill and 1 MMTPA Bar Mill at Patratu, Jharkhand. In addition, the Company is setting up an additional 4.5 MMTPA pellet plant at Barbil, Odisha.

JSPL is today amongst the leading steel players in the country. Some features of the company and its products are:

 An Installed capacity of 3 MMTPA of steel  A Captive Power Plant of 1457 MW  1000 MW of independent power generated with captive coal and iron-ore mines  Mining 12 million tonne coal, the largest mining by a private company  Operating largest coal-based Sponge Iron Plant in the world  Production of upto 5meter wide steel plates  Pioneering the manufacture of hot rolled parallel flange beams and columns in medium and large sizes  Manufacturing the longest rail 121 metres in the world  Establishing bases for producing steel and mining nationally and globally  The world's longest track rails and the lineage of parallel flange beams

The Company has made strategic global expansions, setting up operations in mineral-rich countries like Mozambique, South Africa, Oman, Indonesia and Australia.

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The Company has received a number of awards and recognitions including ‘2nd Highest Value Creator in the World’ (Boston Consulting Group, 2005-2009), Highest Wealth Creator in India (Dalal Street Journal, 2010), included in the list of Fab 50 Companies (Forbes Asia, 2009 and 2010). JSPL has been ranked 1204 by Forbes in the Global 2000 list for 2010-11.

Main Objects of the Company

The objects inter alia as contained in the Company’s Memorandum of Association include:

1. To set up Steel furnaces and Continuous Casting and hot and cold rolling mill plants for producing ferrous and non-ferrous metals, alloy steels, steel ingots, billets and all kinds and all sizes of Iron and Steel re-rolled sections i.e. flats, angles, rounds, squares, rails, joints, channels, slabs, strips, sheets, plates, deformed bars, plain and cold twisted bars and Shaftings.

2. To carry on the business of Stamping and Pressing of Sheet metals in different shapes and sizes.

3. To carry on all or any of the business of manufacturers, assemblers, fitters, engineers, erectors, founders, smelters, refiners, makers, drawers, sinkers, miners, workers, repairers, hire purchase dealers, import and export agents, representatives, Contractors and dealers of and in forging, Casting of Steel, Stainless and Special Steels, alloys and ferrous and non-ferrous metals, auto parts, tools and implements, dies, jigs, steel pipes and tubes and pipe fittings, Iron and Steel products, cast iron and Steel and tubular Structural.

4. To manufacture, deal, import and export pig iron, sponge iron, ferro silicon, ferro chrome and other ferrous substances and metals of every description and grades and to manufacture, deal, import and export all kinds and varieties of non-ferrous raw metals such as aluminum, copper, tin, lead etc. and the by-products obtained in processing and manufacturing these raw metals.

5. To carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agent, broker, representative, consultant, collaborator, or otherwise to deal in electric power in all its branches at such place or places as may be permitted by appropriate authorities by establishments of thermal power plants, hydraulic power plants, atomic power plants, wind power plants, solar power plants and other power plants based in any source of energy as may be developed or invented in future.

Business model

JSPL has an integrated business model with substantial backward and forward linkages to protect it from the cyclical nature of steel industry. JSPL has backward linkages in the form of captive iron-ore and non-coking coal mines as a result of which it is largely insulated from input cost escalation. For coking coal requirements at Raigarh unit, the Company is dependent on market and sources it through imports from Australia. It has forward integrated into making products like medium and heavy structural, rails and plates used in infrastructure and industrial projects. Considering that power is significant input into steel making, JSPL has also invested in captive power generation based on coal middlings and waste heat gases recovery. The surplus power produced from the CPP is sold to Chhattisgarh State Electricity Board (CSEB) and power distribution companies, thereby providing Company with additional cashflows. The level of integration in the existing operations of JSPL is depicted through figure below.

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Risks related to the Issue

An investment in Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Potential Investors and subsequent purchasers of the Debentures should be experienced with respect to transactions in instruments such as the Debentures. Potential Investors and subsequent purchasers of the Debentures should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration, with their legal, tax, accounting and other advisers, of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances and (b) the information set out in this Information Memorandum.

The Debentures may decline in value and marketability and Investors should note that, whatever their investment in the Debentures, the cash amount due at maturity will be equivalent to the face value of the Debentures. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures.

1. Early Termination for Extraordinary Reasons, Illegality and Force Majeure

If the Issuer determines that, for reasons beyond its control, the performance of its obligations under the Debentures has become illegal or impractical in whole or in part for any reason, the Issuer may, at its discretion and without obligation, redeem the Debentures early.

2. Taxation

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment

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and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses.

Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.

3. Interest Rate Risk

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

4. The Debentures may be Illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If so specified in this Information Memorandum, application has been made to list or quote or admit to trading the Debentures on the stock exchange or quotation system(s) specified. If the Debentures are so listed or quoted or admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. The listing of the Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange.

The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to redemption of the Debentures.

5. Downgrading in credit rating

The Debentures have been rated by CARE as having AA+ rating for the issuance of Debentures for an aggregate amount of Rs.300 Crores (Rupees Three Hundred Crores only). The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures.

6. Future legal and regulatory obstructions

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the Debentures.

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

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7. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally.

Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic policies, or a reversal of steps already taken, it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and policy regime and also have an impact on global economic market.

Risks related to the Company

In the following risk factors, Company refers to the consolidated Jindal Steel & Power Group, JPL refers to its subsidiary JPL and JSPL refers to JSPL standalone

The Company has undertaken, and may undertake in the future, strategic acquisitions, which may be difficult to integrate, and may end up being unsuccessful.

The Company has in the past pursued, and may from time to time pursue in the future, acquisitions. In the past, the Company has acquired various businesses including Shaheed (Oman), Mozambique Minerais, CIC (Botswana), 31.19% stake in Gujarat NRE Coking Coal (Australia) and 11.70% stake in Apollo Minerals. These acquisitions posed significant logistical and integration issues for the Company.

The Company’s ability to achieve the benefits it anticipates from future acquisitions will depend in large part upon whether it is able to integrate the acquired businesses into the rest of the Company in an efficient and effective manner. The integration and the achievement of synergies requires, among other things, coordination of business development and procurement efforts, manufacturing improvements and employee retention, hiring and training policies, as well as the alignment of products, sales and marketing operations, compliance and control procedures, research and development activities and information and software systems. Any difficulties encountered in combining operations could result in higher integration costs and lower savings than expected. Integration of certain operations also requires the dedication of significant management resources, and time and costs devoted to the integration process may divert management’s attention from day to day business. In addition, the Company’s future acquisitions which may require the Company to incur or assume substantial new debt, expose it to future funding obligations and expose it to integration risks and the Company cannot assure prospective investors that such acquisitions will contribute to its profitability. The failure to successfully integrate an acquired business or the inability to realize the anticipated benefits of such acquisitions could materially and adversely affect the Company’s results of operations and financial condition.

The Company is subject to certain restrictive covenants which may limit the Company’s operational and financial flexibility and the Company’s future results of operations and financial condition may be adversely affected if the Company fails to comply with these covenants.

Certain of the Company’s financing arrangements include covenants to maintain certain debt to equity ratios, debt coverage ratios and certain other liquidity ratios. The Company cannot assure prospective investors that such covenants will not hinder the Company’s business development and growth in the future. In the event that the Company breaches these covenants, the outstanding amounts due under such financing agreements could become due and payable immediately. A default under one of these financing agreements may also result in cross-defaults under other financing agreements and result in the outstanding amounts under such financing agreements becoming due and payable immediately. Defaults under one or more of the Company’s

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financing agreements could have a material adverse effect on the Company’s results of operations and financial condition.

Some of the Company’s financing agreements and debt arrangements set limits on or require it to obtain lender consents before, among other things, undertaking certain projects, issuing new securities, changing the business of the Company, changing promoters holding in the company, merging, consolidating, selling significant assets or making certain acquisitions or investments. In the past, the Company has been able to obtain required lender consents for such activities. However, there can be no assurance that the Company will be able to obtain such consents in the future. If the Company’s financial or growth plans require such consents, and such consents are not obtained, the Company may be forced to forgo or alter its plans, which could adversely affect the Company’s results of operations and financial condition.

If the Company is unable to successfully implement its growth strategies, its results of operations and financial condition could be adversely affected

As part of its future growth strategy, the Company plans to expand its steelmaking capacity through a combination of brownfield growth, new Greenfield projects and acquisition opportunities. The Company is currently expanding its steelmaking capacity at Raigarh in Chattisgarh (brownfield), Angul in Odisha and Patratu in Jharkhand (both Greenfield), its pellet capacity at Barbil in Odisha and its power capacity at Chattisgarh, Jharkhand and Arunachal Pradesh through its subsidiary Jindal Power Limited . These projects, to the extent that they proceed, would require substantial capital expenditures and would involve risks, including risks associated with the timely completion of these projects. Factors that could affect the Company’s ability to complete these projects include receiving financing on reasonable terms, obtaining or renewing required regulatory approvals and licenses, demand for the Company’s products and general economic conditions. In addition, the feasibility of the Company’s development of these greenfield steel plants are also dependent upon the ability of the Company to obtain new iron ore mining leases from the relevant state governments. Any of these factors may cause the Company to delay, modify or forego some or all aspects of its expansion plans. Consequently, the Company cannot assure prospective investors that it will be able to execute these projects, and to the extent that they proceed, that it will be able to complete them on schedule, within budget, or achieve an adequate return on its investment.

The Company may not be able to obtain adequate funding required to carry out its future plans for growth.

Disruptions in global credit and financial markets and the resulting governmental actions around the world could have a material adverse impact on the Company’s ability to meet its funding needs. The Company, in order to carry out its day-to-day operations in the steel industry requires continuous access to large quantities of capital. The Company has historically required, and in the future expects to require, outside financing to fund capital expenditures needed to support the growth of its business (including the additional operational and control requirements of this growth) as well as to refinance its existing debt obligations and meet its liquidity requirements. These expenditures include capital expenditures for new facilities, such as the greenfield projects at Odisha and Jharkhand, where payments will be made in advance of any additional revenue that will be generated.

In the event of adverse market conditions, or if actual expenditures exceed planned expenditures, the Company’s external financing activities and internal sources of liquidity may not be sufficient to affect current and future operational plans, and the Company may be forced to, or may choose to, terminate the expansion of the capacity of certain of its facilities or the construction of new facilities as scheduled or at all. The Company’s ability to arrange external financing and the cost of such financing, as well as the Company’s ability to raise additional funds through the issuance of equity, equity-related or debt instruments in the future, is dependent on numerous factors. These factors include general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investor confidence in the Company, Page 14 of 82

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the success of the Company, provisions of tax and securities laws that may be applicable to the Company’s efforts to raise capital, the political and economic conditions in the geographic locations in which the Company operates, the amount of capital that other entities may seek to raise in the capital markets, the liquidity of the capital markets and the Company’s financial condition and results of operations.

The Company can make no guarantee that it will be able to obtain bank loans or renew existing credit facilities granted by financial institutions in the future on reasonable terms or at all or that any fluctuation in interest rates will not adversely affect its ability to fund required capital expenditures. The Company may be unable to raise additional equity on terms or with a structure that is favourable to the Company, if at all. If the Company is unable to arrange adequate external financing on reasonable terms, the Company’s business, operations, and financial condition may be adversely and materially affected.

The Company operates a global business and its financial condition and results of operations are affected by the local conditions in or affecting countries where it operates.

[The Company operates a global business and operates a 1.5 MTPA Gas-based HBI plant in Oman, has mining presence in South Africa, Mozambique, Indonesia and Australia. As a result, the Company’s financial condition and results of operations is affected by political and economic conditions in or affecting countries where it operates. The Company faces a number of risks associated with its operations, including in some or all jurisdictions challenges caused by distance, local business customs, languages and cultural differences; adverse changes in laws and policies, including those affecting taxes and royalties on energy resources, labour, environmental compliance and investments; difficulty in obtaining licenses, permits or other regulatory approvals from local authorities; adverse effects from fluctuations in exchange rates; multiple and possibly overlapping and conflicting standards and practices of the regulatory, tax, judicial and administrative bodies of the relevant foreign jurisdiction; political strife, social turmoil or deteriorating economic conditions; military hostilities or acts of terrorism; and natural disasters, including earthquakes in India and flooding and tsunamis in Southeast Asia, and epidemics or outbreaks such as avian flu, swine flu or severe acute respiratory syndrome. In addition, the infrastructure of certain countries where the Company operates its business, in particular India but also Oman, Indonesia and Africa, is less developed than that of many developed nations and problems with its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt the Company’s normal business activities.

Any failure on the Company’s part to recognize or respond to these risks may materially and adversely affect the success of its operations, which in turn could materially and adversely affect the Company’s results of operations and financial condition.

Investments in certain countries could also result in adverse consequences to the Company under existing or future trade or investment sanctions. The effect of any such sanctions could vary, but if sanctions were imposed on the Company or one of its subsidiaries, there could be a material adverse impact on the market for the Company’s securities or it could significantly impair the Company’s ability to access the U.S. or international capital markets.

The unexpected loss, shutdown or slowdown of operations at any of the Company’s facilities could have a material adverse effect on the Company’s results of operations and financial condition.

The Company’s facilities are subject to operating risks, such as the breakdown or failure of equipment, power supply interruptions, facility obsolescence or disrepair, labour disputes, natural disasters and industrial accidents. The occurrence of any of these risks could affect the Company’s operations by causing production at one or more facilities to shutdown or slowdown. No assurance can be given that one or more of the factors mentioned above will not occur, which could have a material adverse effect on the Company’s results of operations and financial condition. Page 15 of 82

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In addition, the Company’s manufacturing processes depend on critical pieces of steel making and equipment. Such equipment may, on occasion, be out of service as a result of unanticipated failures, which could require the Company to close part or all of the relevant production facility or cause the Company to reduce production on one or more of its production fines. Any interruption in production capability may require the Company to make significant and unanticipated capital expenditures to affect repairs, which could have a negative effect on the Company’s profitability and cash flows. [Although the Company maintains various insurance covers such as business interruption insurance, Public Liability insurance and Director and Officer Liability Insurance, minor perils such as business interruption loss due to machinery breakdowns are not covered due to which the recoveries under its insurance coverage may not be sufficient to offset the lost revenues or increased costs resulting from a disruption of its operations. A sustained disruption to the Company’s business could also result in a loss of customers. Any or all of these occurrences could materially adversely affect the Company’s business, results of operations and financial condition.

Labour problems could adversely affect the Company’s results of operations and financial condition.

Some of the Company’s employees in India, other than management, are members of labour unions. We have progressive market benchmarked measure/mechanism of fixing and paying wages to labour through consultative and inclusive process. In addition, we have transparent and robust process of performance management based upon which labours are provided annual increment and gain sharing at different locations. The Company has a proactive approach towards labour welfare all across and in fact, one of its sites, namely Angul in Odhisha is accredited with SA 8000 certification.

Though the Company has been maintaining an impeccable record of good and harmonious relations with the workers and their representatives, but the Company cannot assure prospective investors that it will not experience labour unrest in the future, which may delay or disrupt its operations. If strikes, work stoppages, work slow-downs or lockouts at its facilities occur or continue for a prolonged period of time, the Company’s results of operations and financial condition could be adversely affect.

The Company’s insurance policies provide limited coverage, potentially leaving it uninsured or under insured against some business risks.

As part of its risk management, the Company maintains insurance policies that may provide some insurance cover for business interruptions, mechanical failures, power interruptions, natural calamities, riot, strike, malicious damage (RSMD) or other problems at any of the Company’s steel making facilities. Notwithstanding any insurance coverage that the Company and its subsidiaries carry, the occurrence of any event that causes losses in excess of limits specified under the policy, or losses arising from events not covered by insurance policies, could have a material adverse effect the Company’s business, financial condition and operating results.

Mining operations are subject to substantial risk, including those related to operational hazards and environmental issues.

The Company currently operates several iron ore and coal mines in India, has an interest in mines in South Africa, Mozambique, Indonesia and Australia and may substantially increase the scope of its mining activities in the future. These operations are subject to hazards and risks normally associated with the exploration, development and production of natural resources including industrial accidents, such as explosions, fires, transportation interruptions and inclement weather. The occurrence of any of these events, or similar events, could delay production, increase production costs and result in death or injury to persons, damage to property and liability for the Company, some or all of which may not be covered by insurance, as well as substantially harm the Company’s reputation.

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These operations are also subject to hazards and risks relating to negative environmental consequences such as those resulting from tailings and sludge disposal, effluent management and disposal of mineralized waste water and rehabilitation of land disturbed during mining processes. In addition, environmental awareness throughout the world, including in India and other emerging markets, has grown significantly in recent years, and opposition to mining operations have also increased due to the perceived negative impact they have on the environment. For example, in 2005, citizens of the State of Orissa in India protested against the entry of mining operations by a bauxite-mining consortium in forested lands. Public protest over the Company’s mining operations could cause operations to slow down, damage the Company’s reputation and goodwill with the governments or public in the countries in which the Company operates, or cause damage to its facilities. Public protest could also affect the ability of the Company to obtain necessary licenses to expand existing facilities or establish new operations. Consequently, negative environmental consequences as well as public opposition of the Company’s current or planned mining operations could have a material adverse effect on the Company’s results of operations and financial condition.

Product liability claims could adversely affect the Company’s operations.

The Company sells products to major manufacturers who are engaged to sell a wide range of end products. Furthermore, the Company’s products are also sold to, and used in, certain safety-critical applications. If the Company were to sell steel that does not meet specifications or the requirements of the application, significant disruptions to the customer’s production lines could result. There could also be significant consequential damages resulting from the use of such products. While the company has maintained commercial general liability insurance against claim of bodily injury or property damage, the Company has not maintained product liability insurance coverage, and a major claim for damages related to products sold could leave the Company uninsured against the entire award and, as a result, materially harm its financial condition.

The Company’s inability to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate its business could have a material adverse effect on its business.

The Company requires certain statutory and regulatory permits and approvals for its business. There can be no assurance that the relevant authorities will issue such permits or approvals in the timeframe anticipated by the Company or at all. In addition, the failure to renew or maintain existing permits or approvals may result in the interruption of the Company’s operations and may have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain the requisite licenses in a timely manner or at all, or to renew or maintain existing permits or approvals, its operations may be materially and adversely affected.

The Company’s estimates of its Indian mineral reserves and the mineral reserves of its other mining investments are subject to assumptions, and if the actual amounts of such reserves are less than estimated, or if the Company is unable to gain access to sufficient mineral reserves, the Company’s results of operations and financial condition may be adversely affected.

The Company’s estimates of its iron ore and coal resources, including in India, Mozambique, South Africa, Indonesia and Australia, are subject to probabilistic assumptions based on interpretations of geological data obtained from sampling techniques and estimated rates of production in the future. Actual reserves and production levels may differ significantly from reserve estimates. In addition, it may take many years from the initial phase of exploration before production is possible during which time the economic feasibility of exploiting such reserves may change. In addition, the Company’s joint ventures to gain access to coal and iron ore deposits in India, Mozambique, South Africa, Indonesia and Australia, have not reached the production phase and the Company can offer no assurance that the mines will produce the estimated amounts of raw materials, if any. Page 17 of 82

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If the Company has overestimated its mineral reserves, or the quality of such reserves, it would deplete its existing mineral reserves more quickly than estimated, and the Company may be forced to purchase such minerals in the open market. Prices of minerals in the open market may significantly exceed the cost at which the Company might otherwise be able to extract these minerals, which would cause the Company’s costs to increase and consequently adversely affect the Company’s results of operations and financial condition.

The Company relies on leased mines and if it is unable to renew these leases, obtain new leases or is required to pay more royalties under these leases, it may be forced to purchase such minerals for higher prices, which may negatively impact its results of operations and financial condition.

The Company extracts minerals pursuant to mining leases from State Governments in the areas in which such mines are located including leases for iron ore mines in the Tensa and coal mines at Gare Palma and Utkal B- 1. These leases are granted under the Indian Mines and Minerals (Development and Regulations) Act, 1957 (the “MMDR”). In addition, the Company has plans to increase the scope of its mining activities pursuant new leases with the State Governments. From time to time, such leases come up for renewal and with the approval of the relevant State Government and, in some cases, the Indian Government. Such renewals may take an indeterminable time to be completed and, among other requirements, the renewals are subject to the lessee not being in breach of any applicable laws, including environmental laws.

If the Company’s mining leases are not renewed, or renegotiated on terms that are less advantageous, no new leases are made available, or royalties charged against the Company’s leases are increased, the Company may be forced to purchase such minerals in the open market or pay increased royalties. If prices in the open market exceed the cost at which the Company might otherwise be able to extract these minerals or there is an increase in royalties payable, the Company’s costs would increase and the Company’s results of operations and financial condition would be adversely affected.

If the Government implements the Mines and Minerals (Development and Regulation) Bill, 2010 (the “MMDR Bill”), the financial condition and results of operations of the Company may be adversely affected.

The Company may be adversely affected by the proposed implementation of the MMDR Bill which, according to the last publically available draft, would subject the Company to new mining regulations, including paying compensation to certain affected persons. The MMDR Bill seeks to rationalize royalties, taxes, cesses and the auction of mining blocks by state governments to promote regional mining explorations. Among other provisions, the MMDR Bill would require a mining company to pay annual compensation to certain affected persons, defined as persons holding occupations, usufruct or traditional rights related to the surface of the land over which it possess mining licenses. If the mining company and such affected persons are unable to agree on such annual compensation, the annual compensation will be set by the relevant state government. The MMDR Bill would also require the mining company to allot free shares equal to 26% through the promoters’ quota of the mining company or an annuity equal to 26% of the profit after deduction of tax paid in case the holder of lease is a person to the stakeholders as annual compensation and employment and other assistance in accordance with the rehabilitation and resettlement policy of the concerned state government. If the mining operations are unprofitable and the value of the annuity or interest contribution thus falls, the mining company would be required to pay a specified amount of compensation to the stakeholders. The MMDR Bill also proposes to address the eligibility norms for obtaining new mining blocks, renewing existing mining blocks, obtaining new mining licenses and determining the levels of compensation and royalties to be paid to the central and state governments.

The Mines and Minerals (Development and Regulation) (MMDR) Bill, which seeks to replace a decade-old mining law, was introduced in the Lok Sabha on 19th December, 2011, but may become law only by next year as a parliamentary committee is now expected to examine it. The government has drafted the MMDR Bill over many months with the objective of boosting production of much-needed mineral resources in the Page 18 of 82

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country with greater transparency and quick approvals than before. The draft Bill also seeks to empower the Central and state governments to enable better regulation of the sector and to combat illegal miners and Maoist insurgents impeding its development. The Company is currently unable to predict the impact the MMDR Bill will have on its business, financial condition and results of operations, as well as the final form that the MMDR Bill will take. Any laws implemented as a result of the proposed MMDR Bill may adversely affect the business, financial condition and results of operations of the Company.

If the Shah Commission report alleges any violation by miners in Odisha, the Company may be unable to gain access to sufficient mineral resources which may adversely affect the Company’s results of operations and financial condition

The Government has appointed Shri Justice M. B. Shah Commission of Inquiry (COI) under the Commissions of Inquiry Act, 1952 to inquire into the large scale mining of iron ore and manganese ore without lawful authority in several States vide notification No. S.O.2817 dated 22.11.2010. COI has so far visited Andhra Pradesh, Goa, Jharkhand, Karnataka and Odisha. The COI has submitted its report on illegal mining in the State of Goa and Karnataka and is expected to submit its report on illegal mining in the State of Odisha by June 2013. In case any action is taken by the Central or State Government based on the recommendations of the Shah Committee, the Company may be unable to gain access to sufficient mineral resources which may adversely affect the Company’s results of operations and financial condition.

The Company operates in the power business through its subsidiary Jindal Power Limited which may be affected by a variety of risk factors specific to the power sector in India

The Company operates in the power business through its subsidiary Jindal Power Limited (JPL) which has an existing thermal power generation capacity of 1000 MW. The power business is subject to a variety of risks including, but not limited to regulatory risk, credit risk, transmission risk, fuel availability risk, price risk etc. In the event of manifestation of any of the aforementioned risks, there could be an adverse effect on the results of operations and financial condition of JPL and the Company.

Risks related to the Steel Industry

The steel industry is affected by global economic conditions. A slower than expected recovery of the global economy or a renewed global recession could have a material adverse effect on the steel industry and the Company.

The Company’s activities and results are affected by international, national and regional economic conditions. Starting in September 2008, a steep downturn in the global economy, sparked by uncertainty in credit markets and deteriorating consumer confidence, sharply reduced global demand for steel products. Although the global economy has shown signs of recovery since the end of 2009 and in 2010, with a certain degree of recovery and stabilization of steel prices, should the recovery falter, the outlook of steel producers could again worsen. In particular, a renewed recession or period of lower growth or lower public spending on infrastructure in Europe or in the United States, or significantly slower growth or the spread of recessionary conditions to emerging economies that are substantial consumers of steel (such as China, Brazil, Russia and India, as well as emerging Asian markets, the Middle East and the Commonwealth of Independent States (“CIS”) regions) would have a material adverse effect on the steel industry. The European economy and, as a result, the European steel market, have been slower in their recovery from the global economic downturn than the economies and steel markets of other regions.

Continued financial weakness among substantial consumers of steel products, such as the automotive industry and the construction industry, or the bankruptcy of any large companies in such industries, would Page 19 of 82

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exacerbate the negative trend in market conditions. Protracted declines in steel consumption caused by poor economic conditions in one or more of the Company’s major markets or by the deterioration of the financial condition of its key customers would have a material adverse effect on demand for its products and hence on its results. An unsustainable recovery and persistent weak economic conditions in any of the Company’s key markets could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects.

The steel industry is highly cyclical and a decrease in steel prices may have an adverse effect on the Company’s results of operations and financial condition.

Steel prices are volatile, reflecting the highly cyclical nature of the global steel industry. Steel prices fluctuate based on macroeconomic factors, including, amongst others, consumer confidence, employment rates, interest rates and inflation rates, in the economies in which the steel producers sell their products and are sensitive to the trends of particular industries, such as the automotive, construction, packaging, appliance, machinery, equipment and transportation industries, which are among the biggest consumers of steel products. When downturns occur in these economies or sectors, the Company may experience decreased demand for its products, which may lead to a decrease in steel prices.

After rising steadily during 2007 and into the third quarter of 2008, global steel prices fell sharply, as the global credit crisis led to a collapse in global demand. Prices remained depressed, despite widespread production cuts, until the second half of 2009. The depressed state of steel prices during this period adversely affected the results of steel producers generally, including the Company, resulting in lower revenues and margins and write downs of finished steel products and raw material inventories. In addition, the volatility, length and nature of business cycles affecting the steel industry have become increasingly unpredictable, and the recurrence of another major downturn in the industry may have a material adverse impact on the Company’s business, results of operations, financial condition and prospects.

In addition, substantial decreases in steel prices during periods of economic weakness have historically not always been balanced by commensurate price increases during periods of economic strength. Although steel prices have, to a certain degree, recovered and stabilized since their sharp fall in 2008, the timing and extent of price recovery or return to prior levels remains uncertain. A sustained price recovery will most likely require a broad economic recovery, in order to underpin an increase in real demand for steel products by end users.

Developments in the competitive environment in the steel industry could have an adverse effect on the Company’s competitive position and hence its business, financial condition, results of operations or prospects.

The Company believes that the key competitive factors affecting its business include product quality, changes in manufacturing technology, workforce skill and productivity, cash operating costs, pricing power with large buyers, access to outside funds, the degree of regulation and access to low-cost raw materials. Although the Company believes that it is a competitive steel producer, it cannot assure prospective investors that it will be able to compete effectively against its current or emerging competitors with respect to each of these key competitive factors.

In recent years, there has been a trend toward industry consolidation among the Company’s competitors. For example, consolidation of Mittal and Arcelor in 2006 has created a company with approximately 10% of global steel production capacity. Competition from global steel manufacturers with expanded production capacity such as ArcelorMittal and new market entrants, especially from China and India, could result in significant price competition, declining margins and reductions in revenue. For example, these companies may be able to negotiate preferential prices for certain products or receive discounted prices for bulk Page 20 of 82

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purchases of certain raw materials that may not be available to the Company. Larger competitors may also use their resources, which may be greater than the Company’s, against the Company in a variety of ways, including by making additional acquisitions, investing more aggressively in product development and capacity and displacing demand for the Company’s export products. If the trend towards consolidation continues, the Company could be placed in a disadvantageous competitive position relative to other steel producers and its results of operations and financial condition could be materially and adversely affected. In addition, a variety of known and unknown events could have a material adverse impact on the Company’s ability to compete. For example, changes in the level of marketing undertaken by competitors, governmental subsidies provided to foreign competitors, dramatic reductions in pricing policies, exporters selling excess capacity from markets such as China, Ukraine and Russia, irrational market behaviour by competitors, increases in tariffs or the imposition of trade barriers, could all affect the ability of the Company to compete effectively. Any such event could have a material adverse impact on the Company’s business, results of operations, financial condition and prospects.

Overcapacity and oversupply in the global steel industry may adversely affect the Company’s profitability.

In recent years, driven in part by strong growth in steel consumption in the emerging markets, particularly in China, the global steel industry has experienced an expansion of steel production capacity. China is the largest steel producing country in the world by a significant margin, with the balance between its domestic production and demand being an important factor in the determination of global steel prices. In addition, Chinese steel exports may have a significant impact on steel prices in markets outside of China, including in the markets that the Company operates.

The increased production capacity, combined with a decrease in demand could result in production overcapacity in the global steel industry. Such production overcapacity in the global steel industry would intensify if the slowdown of the global economy is prolonged or demand from developing countries that have experienced significant growth in the past several years does not meet the growth in production capacity. Any production overcapacity and oversupply in the steel industry would likely cause increased competition in steel markets around the world which would likely lead to reduced profit margins for steel producers, and also would likely have a negative effect on the Company’s ability to increase steel production in general. No assurance can be given that the Company will be able to continue to compete successfully in such an economic environment or that a prolonged slowdown of the global economy or production overcapacity will not have a material adverse effect on the Company’s business, results of operations, financial condition or prospects.

The steel industry is characterized by a high proportion of fixed costs, and price volatility may adversely affect the Company’s business.

The production of steel is capital intensive, with a high proportion of fixed costs to total costs. Consequently, steel producers generally seek to maintain high capacity utilization. If capacity exceeds demand, there is a tendency for prices to fall sharply if supply is largely maintained. Conversely, expansion of capacity requires long lead times so that, if demand grows strongly, prices increase rapidly, as uncommissioned capacity cannot be brought on line as quickly. The result can be substantial price volatility. While the Company has taken steps to reduce operating costs, the Company may be negatively affected by significant price volatility, particularly in the event of excess production capacity in the global steel market, and incur operating losses as a result.

Volatility in the prices of raw materials and energy, including mismatches between trends in prices for raw materials and steel, as well as limitations on or disruptions in the supply of raw materials, could adversely affect the Company’s profitability.

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Steel production requires substantial amounts of raw materials and energy, including iron ore, thermal coal, coking coal and coke, scrap and power, which are subject to significant price volatility. In 2006, 2007, and through the first half of 2008, the prices of most commodities used in the steel-making process rose sharply before collapsing in late 2008 as a result of the global economic crisis. In the last quarter of FY11, the coking coal and iron ore contract prices were settled at a record level due to supply disruptions in Australia and some stoppages of iron ore exports from India. FY12 saw a further increase in raw material prices both iron ore and coal, this trend has started reversing in FY13 with the first two quarters in FY13 registering a decline in raw material prices followed by a fall in the steel prices too. In the last two quarters in FY13, the prices of both iron ore & steel have seen an upward trend.

The availability and prices of raw materials may be negatively affected by, among other factors: new laws or regulations; suppliers’ allocations to other purchasers; business continuity of suppliers; interruptions in production by suppliers; accidents or other similar events at suppliers’ premises or along the supply chain; wars, natural disasters and other similar events; fluctuations in exchange rates; consolidation in steel-related industries; the bargaining power of raw material suppliers and the availability and cost of transportation.

Although the Company sources a portion of its iron ore and coal requirements from its captive mines and also has new mines under development, it currently obtains a significant majority of its raw materials requirements, under supply contracts. The raw materials industry is highly concentrated and suppliers in recent years have had significant pricing power, as was the case during 2007 and the first half of 2008, when demand peaked at record levels. Further consolidation among suppliers would exacerbate this trend. In addition, in 2010, raw materials suppliers began to move toward sales based on quarterly prices rather than annually priced contracts under which steel producers face increased exposure to production cost and price volatility, which may in turn reduce their access to reliable supplies of raw materials. Any prolonged interruption in the supply of raw materials or energy, or failure to obtain adequate supplies of raw materials or energy at reasonable prices, or increases in costs which the Company cannot pass on to its customers, could adversely affect its business, financial condition, results of operations or prospects.

Despite the fact that steel and raw material prices are historically highly correlated, with both having experienced significant declines during the crisis, this correlation is not guaranteed. If raw materials and energy prices rise significantly (either as a result of supply constraints or other reasons) but prices for steel do not increase commensurately, it would have a negative effect on the Company’s business, financial condition, results of operations and prospects.

If industry-wide steel inventory levels are high, customers may draw from inventory rather than purchase new products, which would reduce the Company’s sales and earnings.

Above-normal industry inventory levels can cause a decrease in demand for the Company’s products and thereby adversely impact its earnings. High industry-wide inventory levels of steel reduce the demand for production of steel because customers can draw from inventory rather than purchase new products. This reduction in demand could result in a corresponding reduction in prices and sales, both of which could contribute to a decrease in earnings. Industry-wide inventory levels of steel products can fluctuate significantly from period to period.

The Company’s customers and suppliers can suspend or cancel delivery of products in certain cases.

Events of force majeure such as disruptions of transportation services because of weather-related problems, strikes, lock-outs, inadequacies in the road infrastructure and port facilities, government actions or other events that are beyond the control of the parties and allow the Company’s suppliers to suspend or cancel the deliveries of the raw materials could impair its ability to source raw materials and components and its ability to supply its products to customers. Similarly, the Company’s customers may suspend or cancel delivery of its Page 22 of 82

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products during a period of force majeure and any suspensions or cancellations that are not replaced by deliveries under new contracts or sales on the spot market to third parties would reduce cash flows and could adversely affect the Company’s financial condition and results of operations. The Company can provide no assurance that such disruptions will not occur.

The Company faces numerous protective trade restrictions, including anti-dumping laws, countervailing duties and tariffs, which could adversely affect its results of operations and financial condition.

Protectionist measures, including anti-dumping laws, countervailing duties and tariffs and government subsidization adopted or currently contemplated by governments in some of the Company’s export markets could adversely affect the Company’s sales. For example, in March 2002, the United States government imposed certain quotas and tariffs on imports of a range of steel products, which were not lifted until December 2003. Various other countries have also imposed quota systems, including some countries in the EU, South Korea and China. Anti-dumping duty proceedings or any resulting penalties or any other form of import restrictions may limit the Company’s access to export markets for its products, and in the future additional markets could be closed to the Company as a result of similar proceedings, thereby adversely impacting its sales or limiting its opportunities for growth.

Tariffs are often driven by local political pressure in a particular country and therefore there can be no assurance that the United States or other countries will not impose other quotas or tariffs in the future. In the event that other countries impose such protective trade restrictions, the Company’s exports could decline. Moreover, India is the Company’s largest market and does not currently impose such restrictions. Foreign steel manufacturers may, as a result of trade restrictions in other regions or other factors, attempt to increase their sales to India thereby causing increased competition in India. A decrease in the Company’s exports from India or an increase in steel imports to India as a result of protective trade restrictions could have a negative impact on the Company’s business, financial condition, results of operations and prospects.

Environmental matters, including compliance with laws and regulations and remediation of contamination, could result in substantially increased capital requirements and operating costs.

The Company’s businesses are subject to numerous laws, regulations and contractual commitments relating to the environment in the countries in which it operates and the Company’s operations generate large amounts of pollutants and waste, some of which are hazardous. These laws, regulations and contractual commitments concern air emissions, wastewater discharges, solid and hazardous waste material handling and disposal, and the investigation and remediation of contamination or other environmental restoration. The risk of substantial costs and liabilities related to compliance with these laws and regulations is an inherent part of the Company’s business. Facilities currently or formerly owned or operated by the Company, or where wastes have been disposed or materials extracted, are all subject to risk of environmental cost and liabilities, which includes the costs or liabilities relating to the investigation and remediation of past or present contamination or other environmental restoration. In addition, future conditions and contamination may develop, arise or be discovered that create substantial environmental compliance, remediation or restoration liabilities and costs. Despite the Company’s efforts to comply with environmental laws and regulations, violations of such laws or regulations can result in civil and/or criminal penalties being imposed, the suspension of permits, requirements to curtail or suspend operations, lawsuits by third parties and negative reputational effects. There can be no assurance that substantial costs and liabilities will not be incurred in the future.

An increase in the requirements of environmental laws and regulations, increasingly strict enforcement thereof by governmental authorities, or claims for damages to property or injury to persons resulting from the environmental impacts of the Company’s operations or past contamination, could prevent or restrict some of the Company’s operations, require the expenditure of significant funds to bring the Company into Page 23 of 82

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compliance, involve the imposition of cleanup requirements and reporting obligations, and give rise to civil and/or criminal liability. The European Union has already established greenhouse gas regulations and many other countries, including the United States, are in the process of doing so. Such regulations, whether in the form of a national or international cap-and-trade emissions permit system, a carbon tax, or other regulatory initiative, could have a negative effect on the Company's production levels, income and cash flows. Such regulations could also have a negative effect on the Company's suppliers and customers, which could result in higher costs and lower sales. However, it is pertinent to note that the Company’s exports merely constitutes approximately 10.70% of total turnover for the financial year ended 31st March 2012.

There can be no assurance that any such legislation, regulation, enforcement or private claim will not have a material adverse effect on the Company’s business, financial condition or results of operations. In the event that production at one of the Company’s facilities is partially or wholly disrupted due to this type of sanction, the Company’s business could suffer significantly and its results of operations and financial condition could be materially and adversely affected.

In addition, the Company’s current and future operations may be located in areas where communities may regard its activities as having a detrimental effect on their natural environment and conditions of life. Any actions taken by such communities in response to such concerns could compromise the Company’s profitability or, in extreme cases, the viability of an operation or the development of new activities in the relevant region or country.

Failure to maintain adequate health and safety standards may cause the Company to incur significant costs and liabilities and may damage the Company’s reputation.

The Company is subject to a broad range of health and safety laws and regulations in each of the jurisdictions in which it operates. These laws and regulations, as interpreted by the relevant agencies and the courts, impose increasingly stringent health and safety protection standards. The costs of complying with, and the imposition of liabilities pursuant to, health and safety laws and regulations could be significant, and failure to comply could result in the assessment of civil and/or criminal penalties, the suspension of permits or operations and lawsuits by third parties.

Despite the Company’s efforts to monitor and reduce accidents at its facilities, there remains a risk that health and safety incidents may occur. Such incidents could include explosions or gas leaks, fires or collapses in underground mining operations, vehicular accidents, other incidents involving mobile equipment or exposure to potentially hazardous materials. Some of the Company’s industrial activities involve the use, storage and transport of dangerous chemicals and toxic substances, and the Company is therefore subject to the risk of industrial accidents which could have significant adverse consequences for the Company’s workers and facilities, as well as the environment. Such incidents could lead to production stoppages, the loss of key assets, or put at risk employees (and those of sub-contractors and suppliers) or persons living near affected sites. In addition, such incidents could damage the Company’s reputation, leading to the rejection of products by customers, devaluation of JSPL’s brands and diversion of management time into rebuilding and restoring its reputation.

Competition from other materials, or changes in the products or manufacturing processes of customers that use the Company’s steel products, could reduce market prices and demand for steel products and thereby reduce the Company’s cash flow and profitability.

In many applications, steel competes with other materials that may be used as substitutes, such as aluminum (particularly in the automobile industry), cement, composites, glass, plastic and wood. Government regulatory initiatives mandating or incentivizing the use of such materials in lieu of steel, whether for environmental or other reasons, as well as the development of other new substitutes for steel products, Page 24 of 82

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could significantly reduce market prices and demand for steel products and thereby reduce the Company’s cash flow and profitability.

In addition, the steel market is characterized by evolving technology standards that require improved quality, changing customer specifications and wide fluctuations in product supply and demand. The products or manufacturing processes of the customers that use the Company’s steel products may change from time to time due to improved technologies or product enhancements. These changes may require the Company to develop new products and enhancements for the Company’s existing products to keep pace with evolving industry standards and changing customer requirements. If the Company cannot keep pace with market changes and produce steel products that meet the Company’s customers’ specifications and quality standards in a timely and cost-effective manner, the growth and success of the Company’s business could be materially adversely affected.

Risks Associated with India

The Company’s growth is dependent on the Indian economy.

The Company’s performance and the growth of its business is dependent on the performance of the Indian economy. India’s economy could be adversely affected by a general rise in interest rates, currency exchange rates, adverse conditions affecting food and agriculture, commodity and electricity prices or various other factors. A slowdown in the Indian economy could adversely affect its business, including its ability to implement its strategy. The Indian economy is currently in a state of transition and it is difficult to predict the impact of certain fundamental economic changes upon the Company’s business. Conditions outside India, such as slowdowns in the economic growth of other countries or increases in the price of oil, have an impact on the growth of the Indian economy, and government policy may change in response to such conditions. While recent governments have been keen on encouraging private participation in the industrial sector, any adverse change in policy could result in a slowdown of the Indian economy.

Additionally, these policies will need continued support from stable regulatory regimes that stimulate and encourage the investment of private capital into industrial development. Any downturn in the macroeconomic environment in India could adversely affect the price of the Company’s Equity shares, its business and results of operations.

Instability in financial markets could materially and adversely affect the Company’s results of operations and financial condition.

The Indian economy and financial markets are significantly influenced by worldwide economic financial and market conditions. Any financial turmoil, especially in the United States of America, Europe or China, may have a negative impact on the Indian economy. Although economic conditions differ in each country, investors’ reactions to any significant developments in one country can have adverse effects on the financial and market conditions in other countries.

A loss in investor confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in Indian financial markets. The current global financial turmoil, an outcome of the sub- prime mortgage crisis which originated in the United States of America, has led to a loss of investor confidence in worldwide financial markets. Indian financial markets have also experienced the contagion effect of the global financial turmoil, evident from the sharp decline in SENSEX, BSE’s benchmark index.

Any prolonged financial crisis may have an adverse impact on the Indian economy, thereby resulting in a material and adverse effect on the Company’s business, operations, financial conditions and profitability. Page 25 of 82

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Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely affect the Company’s business and its profitability.

Certain events that are beyond the control of the Company, such as terrorist attacks and other acts of violence or war, including those involving India, the United Kingdom, the United States or other countries, may adversely affect worldwide financial markets and could potentially lead to a severe economic recession, which could adversely affect the Company’s business, results of operations, financial condition and cash flows, and more generally, any of these events could lower confidence in India’s economy. Southern Asia has, from time to time, experienced instances of civil unrest and political tensions and hostilities among neighbouring countries, including India, Pakistan and China. India recently witnessed a major terrorist attack in Mumbai on November 26, 2008, which led to an escalation of political tensions between India and Pakistan. Political tensions could create a perception that there is a risk of disruption of services provided by India-based companies, which could have an adverse effect on the market for the Company’s products. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that are protracted or involve the threat or use of nuclear weapons, the Company operations might be significantly affected.

India has from time to time experienced social and civil unrest and hostilities, including riots, regional conflicts and other acts of violence. Events of this nature in the future could have a material adverse effect on the Company’s ability to develop its business. As a result, the Company’s business, results of operations and financial condition may be adversely affected.

Political instability or a change in economic liberalisation and deregulation policies could seriously harm business and economic conditions in India generally and business of the Company in particular.

The Government of India has in recent years sought to implement economic reforms and the current government has implemented policies and undertaken initiatives that continue the economic liberalisation policies pursued by previous governments. However, the Government of India and the State Governments have continued to act as producers, consumers and regulators in various sectors of the Indian economy and there can be no assurance that liberalisation policies will continue in the future. Any significant change in such liberalisation and deregulation policies could adversely affect business and economic conditions in India, generally, and the Company’s results of operations and financial condition, in particular.

Additionally, India’s obligations as a member of the WTO could result in India having to lower the present level of tariffs on imports of certain goods in general and, which may have an adverse effect on the business, financial condition and results of operations of the Company.

Natural calamities could have a negative impact on the Indian economy which may have an adverse effect on the Company’s business and results of operations.

India has experienced floods, earthquakes, tsunamis, cyclones and droughts in recent years. Such natural catastrophes could disrupt the Company’s operations, production capabilities, distribution chains or damage its manufacturing facility. For example in December 2004, Southeast Asia, including the eastern coast of India, experienced a tsunami and in October 2005, the State of Jammu and Kashmir experienced an earthquake, both of which caused significant loss of life and property damage. The Company cannot assure prospective investors that such events will not occur in the future or that its results of operations and financial condition will not be adversely affected.

An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could have a material adverse effect on the business and results of operations of the Company.

The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concern could have a negative impact on economies, financial markets and business activities in the countries to which the Page 26 of 82

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Company exports its products, which could have a material adverse effect on its business. Although, the Company has not been adversely affected by such outbreaks, the Company can give no assurance that a future outbreak of an infectious disease among humans or animals or any other serious public health concern will not have a material adverse effect on the business of the Company.

Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors’ assessments of the Company’s financial condition. Also, failure of the Company to successfully adopt IFRS, as and when it becomes effective, could have a material adverse effect.

The financial information included in this Information Memorandum are prepared and presented in conformity with Indian GAAP consistently applied during the periods stated in those reports, except as otherwise provided therein, and no attempt has been made to reconcile any of the information given in this Information Memorandum to any other principles or to base the information on any other standards. Indian GAAP differs from accounting principles with which prospective investors may be familiar in other countries, such as IFRS and U.S. GAAP. Accordingly, the degree to which the financial information included in this Information Memorandum will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Information Memorandum should accordingly be limited.

The Institute of Chartered Accountants of India, the accounting body that regulates the accounting firms in India, has announced a road map for the adoption of, and convergence with, the International Financial Reporting Standards, or IFRS, pursuant to which the Company will be required to prepare its annual and interim financial statements under IFRS as and when it comes into force. Because there is significant lack of clarity on the adoption of and convergence with IFRS and there is not yet a significant body of established practice on which to draw in forming judgments regarding its implementation and application, the Company has not determined with any degree of certainty the impact that such adoption will have on its financial reporting. There can be no assurance that the financial condition, results of operations, cash flows or changes in shareholders’ equity of the Company will not appear materially worse under IFRS than under Indian GAAP. As the Company adopts IFRS reporting, it may encounter difficulties in the ongoing process of implementing and enhancing its management information systems. Moreover, there is increasing competition for the small number of IFRS-experienced accounting personnel available as more Indian companies begin to prepare IFRS financial statements. There can be no assurance that the adoption of IFRS by the Company will not adversely affect its reported results of operations or financial condition.

ii) Corporate structure

Overview of JSPL’s key corporate structure is as shown below:

JSPL

96.43% 100%

Jindal Steel & Power Jindal Power Limited (Mauritius) Limited

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1.1.1 Jindal Power Limited

Jindal Power Limited (JPL), a subsidiary of JSPL (96.43%), has existing thermal power generation capacity of 1000 MW (4 x 250 MW) at Tamnar, Raigarh (Chhattisgarh). The Company also has captive coal mines with estimated reserves of 247 MT (Gare IV/2 and IV/3 coal blocks) meeting its entire fuel requirement.

Jindal Power Limited is expanding its capacity at Tamnar by setting up a 2,400 MW thermal power plant at an estimated cost of around Rs. 14,500 Crore. The Company has already placed the order for supply, erection and commissioning of 4X600 MW Boiler Turbine Generation (BTG) package with Bharat Heavy Electricals Limited (BHEL). The company is further enhancing its thermal power capacity by undertaking two thermal power projects of 1,320 MW each at Dumka and Godda in Jharkhand.

Key financial indicators of JPL are as follows:

Table 1: Jindal Power Limited - Audited Key Financials (Rs. Crore) For the period ended March 31, 2009 2010 2011 2012 Operating income 3,257.5 3,921.9 3,337.7 3,040.4

EBIDTA 2,820.7 3,517.9 2,948.2 2,570.30

Interest & Finance Cost 313.1 232.4 37.5 1.1

Depreciation 587.2 475.8 414.5 366.9

Non-operating Income 56.8 133.0 226.6 290.6

PBT 1,920.4 2,809.7 2,496.2 2,203.6

PAT 1,581.9 2,318.8 2,001.6 1,765.2

Gross Cash Accruals 2,169.1 2,794.6 2,416.1 2,132.1

Net fixed assets 4,322.0 3,923.8 4,810.5 5,274.0

Tangible Net Worth (TNW) 2,367.5 4,603.1 6,462.2 8,076.6

Long term Liability 2,885.9 1,065.3 - -

Short term Liability 246.9 300.0 1,025.0 1,131.2

TOL 3,132.8 1,365.3 1,025.0 1,131.2

TOL/TNW 1.32 0.30 0.16 0.14

The sales in value terms declined due to lower average realization per unit as shown below:

Table 2: JPL - Operating Performance (Rs. Crore)

Particulars FY 2009 FY 2010 FY 2011 FY 2012

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Particulars FY 2009 FY 2010 FY 2011 FY 2012

Operational capacity (in MW) 1,000 1,000 1,000 1,000

No of units generated (in MU) 6,368 8,148 8,597 8,589

Plant Load Factor (%) 79% @ 93% 98% 98%

Operating Income (Rs. Crore) 3,257.5 3,921.9 3,337.7 2,979.7

@ 4 units of 250 MW each were commissioned in phases.

It may be mentioned that JPL sells power at merchant basis and during last two years, the merchant tariffs have been declining. However, JPL is a debt free company, hence the fixed costs of the company vis-à-vis other similar projects is expected to be lower thereby keeping it competitive in the long run.

1.1.2 Jindal Steel & Power (Mauritius) Limited Jindal Steel & Power (Mauritius) Limited (“JSPML”) was incorporated in Mauritius as a private limited company on February 06, 2007. JSPML is a 100% subsidiary of JSPL and acts as an overseas investment holding company for the group. JSPML has invested in many companies across the globe to explore business opportunities and presently has investments in South Africa, Mozambique, Australia, Indonesia etc. The company is in the process of acquiring development and mining rights for coal and iron ore resources. During FY 11, the company acquired Shadeed Iron & Steel LLC, Oman. Brief profile of major operating subsidiaries of JSPML is given below.

1.1.3 Jindal Mining (Pty) Ltd

Jindal Mining (Pty) Ltd SA has acquired a majority stake in Kiepersol Colliery located near Piet Retief, Mpumalanga, which produces high quality anthracite for the metallurgical industry that is sold in domestic and international markets.

The coal extraction is undertaken by Continuous Miners and Conventional Drill Blast. The mine has a wash plant with a capacity to wash 120,000 tonnes per month of coal producing high grade Anthracite Coal as the primary product along with non-coking coal. Coal from the Kiepersol mine has low sulphur and phosphorus contents due to which the mine has carved a niche for itself as the preferred supply source of coal by leading Ferro Alloys manufactures in South Africa.

For the year ended March 31, 2012 the company has generated sales of USD 87.781 million with PAT of USD 7.43 million.

1.1.4 Shadeed Iron & Steel Co. LLC, Oman

In FY 11, JSPL through its 100% subsidiary Jindal Steel & Power (Mauritius) Ltd. (JSPML) acquired 99.99% share in Shadeed Iron & Steel Co. LLC (SISCO) in the Sultanate of Oman at total cost of USD 464 Mn from its promoters, Al Ghaith Holdings PJSC (AGH) of Abu Dhabi and others. SISCO has a 1.5 MTPA gas-based Hot Briquetted Iron (HBI) plant at industrial port area of Sohar, Oman. The plant commenced operations in January 2011 & has enabled JSPL to gain ready access to Middle East region.

For the year ended March 31, 2012, the company has generated revenues of USD 544.422 million with a PAT of USD 47.69 million.

1 1 USD = 7.6689 ZAR as on March 31, 2012

2 1 USD = 0.3853 ROs as on March 31, 2012 Page 29 of 82

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1.1.5 Botswana CIC was incorporated in the British Virgin Islands to engage in the acquisition, exploration, development and operation of coal properties in Botswana. It was listed on the Toronto Stock Exchange under the symbol “ELC” and on the Botswana Stock Exchange under “CIC Energy”. CIC is in the development stage and planned operations have not yet begun. Hence operating revenue has not yet been generated. Jindal BVI acquired CIC Energy Corp BVI Ltd , a listed on Toronto Stock Exchange for Canadian $ 116 million Coal Resources of 2.8 billion Tonnes ( which can increase to 6 billion including high ash coal). Jindal BVI intends to maximize the value of the large Mmamabula coalfield in Botswana, Africa

1.1.6 Australia • 5 MTPA port capacity secured at Fitzroy port terminal

• Acquired near 31.49% stake in Gujarat NRE Coke Australian subsidiary and simultaneously entered in long-term offtake agreement

• Acquired 11.70% stake in Apollo resources; company exploring and developing iron ore mines

1.1.7 Mozambique • JSPL Mozambique Minerals, Lda , is exploring the coal reserves of Tete at one of its concession areas in Songo of Cahora Bassa district of Tete Province.

• The Gom has allotted 25 years Mining concession in Dec 2010 and subsequently the Environmental impact assessment Title has also been awarded for the Project.

JSPL Mozambique plans to supply coking coal from the project to its steel plant requirement in India and the first production has already been done..

iii) Key Standalone Operational and Financial Parameters for the last 3 Audited years (in Rs crores) Parameters Upto latest FY 2012 FY 2011 FY 2010 Half Year Networth (1) 11302.66 10691.34 8703.24 6744.55 Total Debt 17461.65 15714.32 12110.91 8383.26 Of which – Non Current Maturities of 9794.81 8493.92 7359.71 5407.98 Long Term Borrowing Short Term Borrowing 6924.88 5878.54 4081.99 2470.08 Current Maturities of 741.96 1341.86 669.21 505.20 Long Term Borrowing Net Fixed Assets 23977.10 22042.97 17081.48 13142.36 Non-Current Assets (2) 2455.86 2413.90 2071.25 1066.61(3) Cash and Cash Equivalents 212.66 30.94 43.71 60.10 Current Investments - - - .50 Current Assets (2) 10336.43 9101.24 7234.74 5876.90 Current Liabilities (2) & (4) 6517.17 5770.61 4559.47 4242.11 Net sales 6920.06 13333.95 9574.17 7367.59 EBITDA (5) 2317.98 4540.62 3795.73 2659.61 EBIT (6) 1831.93 3673.43 3107.96 2147.45 Interest (7) 396.46 682.62 355.02 239.95 PAT 594.63 2110.65 2064.12 1479.68 Dividend amounts (8) - 149.46 140.19 116.52 Page 30 of 82

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Current ratio (9) 1.59 1.58 1.59 1.39

Interest coverage ratio (10) 4.62 5.38 8.75 8.95

Gross debt/equity ratio (11) 1.54 1.47 1.39 1.24

Debt Service Coverage ratio (12) 1.31 2.72 3.58 2.02

Note: (1) Net Worth = Equity Share capital + Reserve & Surplus – Miscellaneous expenditure to the extent not written off or adjusted- foreign currency translation reserve (2) Current and noncurrent classification of assets & liabilities are not available in FY 2009-10. Accordingly disclosure for FY 2009-10 is given as per the classification given in the Annual Report for FY 2009-10, which is based on old schedule VI of the Companies Act 1956. (3) This represent Long – Term Investment as on 31.03.2010 as per Annual Report for FY 2009-10 (4) This Excludes current portion of long term borrowings & short term borrowings (5) EBITDA = Profit before taxes + depreciation & amortization + Finance cost + Exceptional items (6) EBIT = EBITDA – Depreciation & Amortization (7) Interest = Financial cost (net of financial income) (8) Dividend amount shown above excluding tax on dividend. (9) Current Ratio = Current Assets / Current Liability (10) Interest Coverage ratio = EBIT / interest (11) Gross Debt / equity ratio = Total debt /Net Worth (12) Debt Service Coverage Ratio = EBIT / (Interest + Principal repayment of Long Term Loan during the period).

Note: Consequent to the revision in Schedule VI of the Companies Act 1956, applicable for the financial year Commencing on or after April 1, 2011, the Company had presented the Financial Statements in accordance with the Revised Schedule VI as at/for the year ended March 31, 2012, along with comparative figures as at/for the year ended March 31, 2011. Accordingly, the figures (which are disclosed as per earlier format of Schedule VI) as at/for the year ended March 31, 2010, are not comparable with the figures as at/for the financial year ended March 31, 2012 and March 31, 2011.

Gross Debt: Equity Ratio of the Company (Standalone)

Before the Issue of Debt Securities 1.62 (As on 31st December 2012)

After the Issue of Debt Securities 1.65

3. A brief history of the Issuer since its incorporation giving details of its activities including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any.

History of the business:

JSPL was formed by hiving off the Raigarh and Raipur facilities of Jindal Strips Ltd into a separate company in 1998. Jindal Strips Limited, promoted by Late Shri O. P. Jindal and associates was formed in 1970. Presently, the four sons of Shri O. P. Jindal have established presence in the steel and power sector, with a diverse product portfolio, including mild steel, sponge iron, ferrochrome, rails, universal beams, structural & hot rolled plates and power generation (JSPL), stainless steel (Jindal Stainless Ltd.), GP/GC sheets, CR/CRCA coils, hot rolled coils, slabs and power generation (JSW Steel Ltd.), sub-merged arc welded pipes (Jindal Saw Ltd.).

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The Jindal Family Tree along with the businesses held by the four sons of Shri O. P. Jindal is presented hereunder:

(Late) Net Ram Jindal

(Late) O P Jindal

Ratan Jindal P R Jindal

Jindal Stainless Ltd. Jindal Saw Ltd.

Jindal ITF Ltd.

Sajjan Jindal Naveen Jindal

JSW Steel Ltd. Jindal Steel & Power Ltd.

JSW Energy Ltd. Jindal Power Ltd.

JSW Ispat Steel Ltd. Nalwa Steel & Power Ltd.

JSPL, over the years, has strengthened its presence as an integrated steel manufacturer in the country. Mr. Naveen Jindal, Chairman Jindal Steel & Power Limited has been instrumental in transforming the Company into a leading player in the steel sector in India. Under his leadership, the Company has not only diversified into mining and power generation but also forayed internationally with operations in Oman, Australia, Africa etc. Recently, JSPL was ranked as the second highest value creator by Boston Consulting Group, USA (2005- 2009).

The promoters have proven track record of performance. They have also demonstrated their ability to bring in adequate resources to fund the Company with respect to the growth opportunities in the sector.

Milestones achieved by the Issuer since incorporation are mentioned below:

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YEAR EVENT 1979 Jindal Steel & Power Limited was incorporated on September 28, 1979 as Orbit Strips Private Limited. 1998 On May 21, 1998, the name of the company was changed to Orbit Strips Limited. Subsequently, on June 12, 1998 the name of the company was changed to Jindal Steel & Power Limited. 1999  Raigarh and Raipur division of Jindal Strips Limited merged into the Company.  Shares of the Company got listed on The Delhi Stock Exchange Ass. Limited, The Madras Stock Exchange Ass. Limited and The Calcutta Stock Exchange Ass. Limited 2000  Shares of the Company got listed on Bombay Stock Exchange Limited, National Stock Exchange of India Limited and The Stock Exchange, Ahmedabad  Fixed Deposit Scheme was launched 2001  Issued 10,00,000 10.5% Cumulative Redeemable Non- Convertible preference shares of Rs. 100 each to UTI Bank Limited  Redeemed the last installment of 12.5% 89.23.930 Secured Redeemable Non – Convertible Debentures of Rs. 260/-  Employee Stock Purchase Scheme was introduced 2002  25,00,000 warrants was issued to two promoters companies.  Both the allotted companies have, in aggregate, exercised 17,35,000 warrants resulting into 17,35,000 equity shares  Company issued three series of privately placed secured redeemable non-convertible debentures to UTI Bank Limited 2003  Both the allotted companies have, in aggregate, exercised 7,65,000 equity shares resulting to 7,65,000 equity shares  Face value of Shares was split from Rs. 10/- to Rs. 5/-  10,00,000 10.5% Cumulative Redeemable Non- Convertible preference shares of Rs. 100 each issued to UTI Bank Limited was redeemed prematurely  Four series of Secured Non-Convertible Debentures got redeemed 2004  Shares got delisted from The Delhi Stock Exchange Ass. Limited, The Madras Stock Exchange Ass. Limited and The Stock Exchange, Ahmedabad 2005  Employee Stock Option Scheme – 2005 (ESOP- 2005 )was approved by shareholders 2006  Shares got delisted from Calcutta Stock Exchange Ass. Limited  Shares issued under ESOP – 2005 2007  Shares issued under ESOP – 2005 2008  Face Value of Shares got spilted from Rs. 5/- to Re. 1/-  Shares issued under ESOP – 2005 2009  5 Bonus Shares issued for each share held  Shares issued under ESOP – 2005 2010  Shares issued under ESOP – 2005 2011  Shares issued under ESOP – 2005

Achievements and awards:

Some of the key achievements/awards received in recent years are as follows:

Recognitions & Awards

2008-2009

 Won Srishti Green Cube Award for Good Green Governance in 2006, 2007 & 2008  Won Golden Peacock Environment Management Award in 2003 & 2008.  Won Golden Peacock Eco Innovation Award,2007  Won Greentech Environment Excellence Award in 2003, 2006 & 2007 Page 33 of 82

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 Won National Energy Conservation Award in 2001, 2001, 2002, 2003, 2004, 2005 & 2007  Sh. Naveen Jindal addresses United Nations on “ Global Warming” on 09th June,2008

2009-2010

 JSPL was accorded with the “Think Odisha Leadership Award” for the third consecutively for its excellence in the field of CSR. The Company received the award for bringing about outstanding changes in the field of “Peripheral Development”.  “Transforming Vision into Reality” award for 2009-10 was awarded to JSPL at the CSR Quest 2010 Ranchi.  Won Golden Peacock Eco Innovation Management Award, 2010  JSPL commended with “Strong Commitment to HR Excellence” at CII NATIONAL HR EXCELLENCE AWARD 2009 organised at New Delhi.  Mr. Naveen Jindal, was awarded the “Distinguished Alumni Award” for 2010 by the University of Texas at Dallas for his contribution to public service, being a responsible corporate citizen and guiding his company to become a global player.  Jindal Steel & Power Ltd was selected as the top Indian Company in the Iron and steel for the Dun & Bradstreet-Rolta Corporate Awards 2009  JSPL was rated as one of the 50 best Blue Chip companies in India by Dalal Street Investment Journal.  JSPL accorded the Forbes Asia’s “Fabulous 50” international award for being the best of Asia Pacific’s biggest listed companies showing long term profitability, sales and earnings growth as well as projected earnings and stock price gains.  JSPL was rated among one of the highest wealth creator for investors in the last five years by Dalal Street Journal

2010-11

 Shri Naveen Jindal was declared one of the top 10 CEOs of India Inc. in 2011  JSPL is rated as the second highest value creator in the world by Bonston Consulting Group.  JSPL ranked fourth as per total income in the Iron & Steel sector by Dun & Bradstreet. The organisation secures 39th rank in Business World BW 500 rankings and also ranked as 15th “ Most Profitable” and 18th in “ Highest Market Capitalisation” Category, November 2010.  Sri Naveen Jindal bagged the Ernst & Young Entrepreneur of the year award for 2010, for his significant contribution in the field of Energy and Infrastructure.

2011-12

 Received the CNBC’s Most Promising Entrant into the Big League at IBLA ( Indian Business Leaders Award)-2009  Ranked 1131 by Forbes in 2009-10 (as against 1793 in FY09) in Global 2000 (World’s Biggest Listed companies)  World HRD Congress CSR Award-2011 on women empowerment.  Odisha Living Legend Awardon CSR-2011  Greentech Platinum CSR Award-2011 recognised by the Ministry of Heavy Industry GOII and Greentech Foundation.  Golden Peacock National CSR Award 2012 at Dubai Convention.  Greentech Award for the 1st Position in Metal & Minning Industries, 2011  Ranked 3rd in the Metals Category of Business World’s India’s Most Respected Companies Survey, 2011

Dividend History of the Company:

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The Company has been a dividend paying company and has paid dividends on its Ordinary Shares.

Financial Year 2012 2011 2010 2009 2008 Dividend Distributed (Rs crs) 149.46 140.19 116.52 85.33 62.02 No. of Equity Share 934,833,818 934,269,031 931,234,082 154,652,683 153,961,340 Face Value 1 1 1 1 5 Dividend per share 1.60 1.50 1.25 5.50 4.00

Ordinary Shares:

The following are the dividend pay outs in relation to the Ordinary Shares in the last five years by the Company:

Fiscal Dividend per Equity Amount Share of Rs. 10 each (In Rs. crores)(1) (Amount in Rs.) 2008 1.50 (Interim Dividend) 23.09 2.50 (Final Dividend) 38.93 2009 5.50 85.33 2010 1.25 116.52 2011 1.50 140.19 2012 1.60 149.46 (1) Excluding dividend tax where applicable.

Details of Share Capital as on 31st December 2012: (Rs in crores) Sr. Amount no. A) Authorized Share Capital 2,000,000,000 Equity Shares of Rs.1 each 200.00

B) Issued, Subscribed and Fully Paid-up 93,48,33,818 Equity Shares of Rs. 1 each 93.48

Changes in the Capital Structure in the last 5 years:

Date of Change (AGM/ Amount (Rs.) Particulars EGM) 04th September, 2009 Rs. 200,00,00,000  Re-classified Authorized capital of the Company (Divided into by cancellation of 1,00,00,000 Preference Share 200,00,00,000 of Rs. 100 each aggregating to Rs. 100,00,00,000 equity share of Re. and simultaneously creation of 100,00,00,000 1 each ) equity share of Re. 1 each.  Fresh creation of 80,00,00,000 equity shares of Re. 1 each

Equity Share Capital History of the Company for the last 5 years:

Cumulative

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Date of No of Face Issue Considerati Nature of No of Equity Equity Share Equity allotment Equity Valu Price on (Rs.) Allotment Shares Capital (Rs.) Share Shares e (Rs.) Premium (Rs.) (Rs. In crore)

As on 31.03.2008, Number of Equity Shares of the Company were 15,39,61,340 and amount standing to the Securities Premium account was Rs.143.36.

16.06.2008 6,91,343 1 203 14,03,42,629 Esop 15,46,52,683 15,46,52,683 157.33 Allotment

13.04.2009 57,136 1 225 1,28,55,600 Esop 15,47,09,819 15,47,09,819 158.60 Allotment

21.07.2009 4,20,487 1 203 8,53,58,861 Esop 15,51,30,306 15,51,30,306 167.14 Allotment

19.09.2009 77,56,51,530 1 0 0 Bonus 93,07,81,836 93,07,81,836 89.57 Issue

30.01.2010 4,52,246 1 61 2,75,87,006 Esop 93,12,34,082 93,12,34,082 92.28 Allotment

13.04.2010 2,52,006 1 38 95,76,228 Esop 93,14,86,088 93,14,86,088 93.22 Allotment

23.06.2010 24,56,922 1 34 8,35,35,348 Esop 93,39,43,010 93,39,43,010 101.32 Allotment

01.02.2011 3,26,021 1 61 1,98,87,281 Esop 93,42,69,031 93,42,69,031 103.28 Allotment

14.04.2011 2,40,564 1 38 91,41,432 Esop 93,45,09,595 93,45,09,595 104.17 Allotment

12.12.2011 3,24,223 1 61 1,97,77,603 Esop 93,48,33,818 93,48,33,818 106.12 Allotment

Details of any Acquisition or Amalgamation in the last 1 year:

Type of event Date of Acquisition/ Details Amalgamation Acquisition 23rd July 2012 CIC Energy Corp.

Details of any Reorganization or Reconstruction in the last 1 year:

Type of Event Date of Date of Details Announcement Completion

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Amalgamation 23rd January Pending  The Scheme of Amalgamation of Worth Overseas and Demerger 2013 completion Limited with Jindal Steel & Power (Mauritius) Limited and their respective shareholders and creditors (“Scheme of Amalgamation”)  The Scheme of Arrangement and Demerger between Jindal Steel & Power (Mauritius) Limited and SKYHIGH OVERSEAS LIMITED and their respective shareholders and creditors (“Scheme of Arrangement and Demerger”)

4. Details of the shareholding of the Company

i. Shareholding pattern of the Company (as on 31st December 2012)

Sr. Particulars Total No of No of Total Shareholding as % No. Equity Shares shares in demat of total no of equity form shares 1. Promoter and Promoter 55,17,63,622 54,98,89,222 59.02 Group* 2. Mutual Funds / UTI 1,77,03,078 1,75,85,398 1.89 3. Financial Institutions / 3,69,406 2,89,996 0.04 Banks 4. Central Government / State 8,660 8,660 0.00 Government(s) 5. Insurance Companies 3,76,96,096 3,76,96,096 4.03 6. Foreign Institutional 21,31,52,852 21,30,35,252 22.80 Investors 7. Bodies Corporate 3,22,64,517 3,22,64,517 3.45 8. Individuals 7,23,54,451 5,40,95,372 7.74 9. Trusts 3,51,663 3,51,663 0.04 10. Non Resident Indians 91,69,473 42,62,203 0.98 Total 93,48,33,818 90,94,78,379 100.00 * 46,448 shares encumbered by the Promoters

ii. List of top 10 holders of equity shares of the Company (as on 31st December 2012)

Sr. Name of the shareholders Total No of No of Total Shareholding as % No. Equity Shares shares in demat of total no of equity form shares 1. SUN INVESTMENTS 8,69,78,940 8,69,78,940 9.30 LIMITED 2. OPELINA FINANCE AND 7,98,38,960 7,98,38,960 8.54 INVESTMENT LTD 3. GAGAN INFRAENERGY 6,69,54,060 6,69,54,060 7.16 LIMITED 4. HEXA SECURITIES AND 3,94,49,460 3,94,49,460 4.22 FINANCE CO LTD 5. JINDAL EQUIPMENT 3,88,79,310 3,88,79,310 4.16 LEASING AND CONSULTANCY SERVICES LIMITED 6. MANSAROVER 3,03,77,700 3,03,77,700 3.25 INVESTMENTS LIMITED Page 37 of 82

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7. HSBC GLOBAL INVESTMENT 2,02,95,249 2,02,95,249 2.17 FUNDS A/C HSBC GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED 8. GAGAN TRADING 1,96,34,340 1,96,34,340 2.10 COMPANY LIMITED 9. LAZARD ASSET 1,82,13,000 1,82,13,000 1.95 MANAGEMENT LLC A/C LAZARD EMERGING MARKETS PORTFOLIO 10. COLARADO TRADING CO 1,65,91,020 1,65,91,020 1.77 LTD Total 41,72,12,039 41,72,12,039 44.62

5. Details regarding the directors of the Company:

i. Details of the current directors of the Company

Sr. Name, Nationality Age Address Director of Details of other No. Designation the directorship and DIN Company Since 1. Shri Ratan Indian 52 Jindal House, 28/04/1999 Jindal Stainless Ltd. Jindal Model Town, Nalwa Farms (Pvt) Ltd. Non- Hisar, Shalimar Paints Ltd Executive 125005, Sonabheel Tea Ltd. Director Haryana Jindal Industries Ltd. (Din: OPJ Investment & Holdings 00054026) Ltd. Nalwa Fincap Ltd. Nalwa Financial Services Ltd. JSL Ventures Pte. Ltd. JSL Europe SA Jindal Stainless Mauritius Ltd. Jindal Stainless FZE JSL Group Holdings Pte. Ltd. 2. Shri Naveen Indian 43 6, Prithviraj 09/05/1998 Jindal Power Limited Jindal Road, New Jindal Petroleum Ltd. Chairman Delhi, 110001 Jindal Stainless Ltd. (Din: Jindal Synergy Investment 00001523) Ltd. Salasar Finvest Ltd. Miracle Foundation India The Delhi And District Cricket Association Limited 3. Smt. Shallu Indian 42 6, Prithviraj 27/04/2012 Mansarover Investments Jindal Road, New Limited Non- Delhi, 110001 Nalwa Steel & Power Executive Limited Director JIndal Steel & Power (Din: (Mauritius) Limited 01104507) 4. Shri Ravi Indian 60 No.841, 3rd 01/10/2012 Suzlon Energy Limited Uppal Block, 15th Managing Mian, Page 38 of 82

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Director & Koramangala, CEO Bangalore, (Din: Karnataka – 00025970) 560034 5. Shri Anand Indian 60 B-3/15, 09/05/1998 NIL Goel Safdurjung Jt. Managing Enclave, New Director Delhi, 110029 (Din: 00001635) 6. Shri R.V Shahi Indian 68 14, Factory 15/10/2007 Jindal Power Limited Independent Road, Block Energo Infrastructure Director No. 1, Ground Development Corporation (Din: floor, Adj. Ltd. 01337591) Vardhman Energy Infratech (Pvt.) Ltd. Mahavir Rural Renewable Energy Medical Private Limited College, RV Shahi Advisory Private Safdarjung, Limited Delhi, 110029 7. Shri A.K. Indian 67 C - 2303/4, Flr 30/07/2007 Vardhman Textiles Limited Purwar - 23, Ashok Reliance communications Independent Tower,, 63/7- limited Director 4, Dr. SS Rao Energy Infratech Private (Din: Road, Parel, Limited 00026383) Mumbai, IndiaVenture Advisors 400012, Private Limited Maharashtra Apollo Tyres Limited India Infoline Limited IL&FS Renewable Energy Limited ONGC Tripura Power Company Limited Sri Kavery Medical Care (Trichy) Limited Jindal Power Limited C & C Constructions Limited Mizuho Securities India Private Limited PHL Capital Private Limited PHL Finance Private Limited Vardhman Chemtech Limited 8. Shri Arun Indian 70 E-202 Som 29/09/2009 NIL Kumar Vihar, Sector Independent 10 R.K.Puram, Director New Delhi, (Din: 110022 01772163) 9. Shri Haigreve Indian 42 1104 Sterling 14/01/2009 Vinar Systems Private Khaitan Seaface, Dr. Limited Independent Annie Besant Harrisons Malayalam Ltd Director Road, Worli, National Engg.Industries Ltd (Din: Mumbai, Ceat Limited 00005290) 400018, Xpro India Limited Maharashtra Khaitan Consultants Limited Sterlite Technologies Page 39 of 82

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Limited Avtec Limited Great Eastern Energy Corporation Limited Inox Leisure Limited Bajaj Corp Limited Jsw Ispat Steel Limited Torrent Pharmaceuticals Ltd The West Coast Paper Mills Limited Ambuja Cements Limited Firstsource Solutions Limited 10. Shri Hardip Indian 44 2, Andheria 14/01/2009 Jindal Power Limited Singh Wirk Morh, Independent Mehrauli, Director New Delhi, (Din: 110030, Delhi 00995449) 11. Shri Sushil Indian 52 F-1/2, Vasant 20/05/2004 Jindal Power Limited Kumar Maroo Vihar, Near Kamala Hydro Electric Non- Gurdwara, Power Company Ltd. Executive New Delhi, Etalin Hydro Electric Power Director 110057 Company Ltd. (Din: Attunli Hydro Electric 00054101) Power Company Ltd. Gopalpur Ports Limited Jindal Petroleum Ltd. Jindal Synfuels Ltd. Jindal Steel & Power (Mauritus) Limited Jindal Petroleum (Georgia) Limited Jindal Petroleum (Mauritius) Limited Jindal Mining & Exploration Limited Jindal Investment Holdings Limited Jindal Africa Investments (Pty) Ltd Jindal Minerals & Metals Africa Ltd Worth Overseas Ltd. Jindal Petroleum Operating Company LLC 12. Shri Inderpal Indian 53 Flat No B - 84, 28/02/2012 The Oudh Sugar Mills Singh Kalra Maker Limited Nominee Kundan Konaseema Gas Power Director Garden, Opp. Limited (IDBI Bank Lido Cinema, Limited) Juhu Tara (Din: Road, Juhu, 00307410) Mumbai, 400049, Maharashtra Page 40 of 82

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13. Shri Indian 62 111, Akash 09/11/2012 Jindal Power Limited Sudershan Neem Marg,, Kumar Garg Dlf Phase Ii, Independent Gurgaon, Director 122002, (Din: Haryana 00055651) 14. Shri Dinesh Indian 54 Plot No - 751, 09/11/2012 NIL Kumar Similipada, Saraogi Near Whole-time Panchmukhi Director Chhak, Angul, (Din: 759122, 06426609) Orissa

ii. Details of change in directors since last three years:

Sr. Name, Designation and Date of Director of the Remarks No. DIN Appointment / Company since ( Resignation in case of resignation) 1. Shri Sudershan Kumar Garg 09/11/2012 NA Appointed as Additional Independent Director Director (Din: 00055651) 2. Shri Dinesh Kumar Saroagi 09/11/2012 NA Appointed as Whole- Whole-time Director time Director (Din: 06426609)

3. Shri Vikrant Gujral 09/11/2012 17/04/2001 Resigned from the Whole-time Director & Directorship Group Vice Chairman & Head Global Ventures (Din: 00011007) 4. Shri Manohar Lal Gupta 09/11/2012 01/05/2012 Resigned from the Whole-time Director Directorship (Din: 02692887) 5. Shri Ravi Uppal 01/10/2012 NA Appointed as Managing Managing Director & CEO Director &CEO (Din: 00025970) 6. Shri Rahul Mehra 04/10/2012 14/01/2009 Resigned from the Independent Director Directorship (Din: 01001368) 7. Shri Naushad Akhter Ansari 30/04/2012 01/12/2010 Resigned from the Whole-time Director Directorship (Din: 03340568) 8. Smt. Savitri Jindal 27/04/2012 12/05/2005 Resigned from the Chairperson Directorship but (Din: 00101427) continue to be Chairperson Emeritus 9. Smt. Shallu Jindal 27/04/2012 NA Appointed as Director Non-Executive Director (Din: 01104507)

10. Shri Inderpal Singh Kalra 28/02/2012 NA Appointed as Nominee Nominee Director Director (IDBI Bank Limited) of IDBI Bank Limited (Din: 00307410) Page 41 of 82

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11. Shri S. Ananthakrishnan 28/02/2012 13/07/2006 Nomination withdrawn Nominee Director by IDBI Bank Limited (IDBI Bank Limited) (Din: 00074049)

6. Details regarding the Auditors of the Company:

i. Details of the auditor of the Company

Name Address Auditor since S.S. Kothari Mehta & Co. 145 – 149, Tribhuwan Complex, Auditors since Financial Ishwar Nagar, Year 1998-99 Mathura Road, New Delhi – 110 065 Tel: +91 11 46708888 Fax: +91 11 66628889 E-mail : [email protected] Firm Registration No.: 000756N

ii. Details of change in auditor since last 3 years

Name Address Date of Auditor of the Remarks Appointment/ company since Resignation (in case of resignation) NA NA NA NA NA

Note: Only Statutory Auditors have been considered.

7. Details of borrowings of the Company, as on 31st December 2012

i. Details of Secured Loan Facilities

Lender's Type of Amount Principal Repayment Name facility Sanctioned Outstanding Date/ Schedule Security Multiple Secured by exclusive charge on 2X135 MW lenders with fixed assets created under POWER PLANT Project 884.00 631.88 multiple 2x135 MW Power Plant (Phase- (PHASE I), Loan repayment 1) at Dongamauha, Raigarh, RAIGARH dates Chhattisgarh. Secured by exclusive charge on Multiple 2X135 MW fixed assets created/to be lenders with POWER Project created under 2x135 MW 810.00 750.00 multiple PLANT(PHASE Loan Thermal power plant (Phase-II) repayment II), RAIGARH at Dongamauha, Raigarh, dates Chattisgarh. Multiple RAIGARH Secured by exclusive charge on lenders with STEEL Project Fixed Assets created under 550.00 117.63 multiple EXPANSION Loan Steel Expansion project at repayment PROJECT Raigarh, Chattisgarh. dates

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Multiple Secured by exclusive charge on lenders with PLATEMILL, Project fixed assets created under 325.00 115.66 multiple RAIGARH Loan Plate Mill project at Raigarh, repayment Chattisgarh. dates Multiple Secured by exclusive charge on lenders with 75 MW CPP, Project Fixed Assets created under 240.00 51.43 multiple RAIGARH Loan 3x25 MW Power Plant at repayment Raigarh, Chattisgarh. dates STATE BANK Multiple OF lenders with Secured by Subservient charge HYDERABAD- Project 250.00 249.77 multiple on fixed assets of the GENERAL Loan repayment Company. CORPORATE dates LOAN 1.6 MTPA Secured by exclusive charge on Multiple INTEGRATED fixed assets created/to be lenders with STEEL PLANT Project created under 1.6 MTPA 3,282.00 3,032.82 multiple AND 1.5 MTPA Loan Integrated Steel Plant and 1.5 repayment PLATE MILL, MTPA Plate Mill project at dates ANGUL Angul, Odisha. Multiple Secured by exclusive charge on 810 MW lenders with fixed assets created/ to be Project POWER PLANT 1,746.00 1,745.18 multiple created under 6x135 MW Loan ANGUL repayment Power Plant Project at Angul, dates Odisha. Multiple Secured by exclusive charge on lenders with Project fixed assets created/ to be ANGUL DRI 3,503.00 2,461.95 multiple Loan created under DRI Project at repayment Angul, Odisha. dates TOTAL 9,156.32

Lender's Type of Amount Principal Repayment Name facility Sanctioned Outstanding Date/ Schedule Security Standard Packing multiple Chartered Charge on Current assets of Credit 325.90 325.90 repayment Bank the Company Facility dates

Standard Buyers multiple Chartered Charge on Current assets of Credit 93.37 93.37 repayment Bank the Company Facility dates

Working 1st Pari-passu hypothecation Working One year’s Capital charge over all current assets Capital facility on Loans 277.19 of the Company consisting of Loans (Fund annual review (Fund Raw material, consumables, based) basis base) Stores, stock in process, 1,000.00 finished goods, bills/ book State Bank Packing debt etc. of India Credit 109.28 13/03/2013 2nd pari- passu charge over all Facility fixed assets limited to Rs.467.50 Crore

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Working 1st Pari-passu hypothecation Working Capital One year’s charge over all current assets Capital Loans facility on 1,256.70 of the Company consisting of Loans (Non (Non annual review Raw material, consumables, Fund based) Fund basis Stores, stock in process, base) 3,799.80 finished goods, bills/ book Buyers debt etc. State Bank Credit multiple 2nd pari- passu charge over all of India Facility/ 598.32 repayment fixed assets limited to Supplier’s dates Rs.467.50. Crore credit Short Subservient charge on the 28th March IDBI Bank Term 100.00 100.00 current assets of the 2013 Loan Company Total 2760.76

Grand Total 11,917.08

ii. Details of Unsecured Loan Facilities

Type of Amount Principal Lender's Name facility Sanctioned Outstanding Repayment Date/ Schedule (Rs. In crores) ECB ICICI $75 10714285.71 USD payable in 7 Half years, MIO ECB $ 75 Million 59.36 starting from 28.1.2010, ending on 28.1.2013 ECB ICICI $100 JPY 616.16 Million Payable Half Yearly, MIO ECB $ 100 Million 431.47 Starting From 11.03.11, ending on 13.03.2018 ECA CALYON EURO Euro 0.25 Million Payable Half Yearly, Starting SPAIN ECA 3785909.88 14.50 From 21.06.2010, ending on 21.12.2016 ECA CALYON 218419 Euro payable in 14 Half years starting FRANCE ECA EURO 3281650 14.20 from 21.10.2010, ending on 21.4.2017 1681047.70 Euro Payable Half yearly, starting ECA CALYON EURO from 25.5.2010, ending on 21.4.2017 (16 Half FRANCE-II ECA 26973950 121.47 yrs) ECB MIZUHO $25 MIO ECB USD 25000000 138.90 25,000,000 USD Bullet payment on 19.5.2015 ECA CALYON EURO 1255074.26 Euro payable Half Yearly, Starting ITALY ECA 25011250 145.11 from 9.03.2011, ending on 9.09.2020 ECB DBS $50 MIO ECB USD 50000000 273.89 50,000,000 USD Bullet payment on 17.6.2015 ECB MIZUHO $25 25,000,000 USD Bullet payment in January, MIO-II ECB USD 25000000 134.98 2016 TOTAL 1,333.89

Type of Amount Principal Lender's Name facility Sanctioned Outstanding Repayment Date/ Schedule Multiple lenders Packing 544.31 544.31 Multiple repayment dates Credit

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facility

Multiple lenders Buyers 2,188.88 2,137.41 Multiple repayment dates Credit Facility / Supplier’s credit Facility Short Term Loan Short 555.00 550.00 Multiple repayment dates Term Loan HDFC Bank Overdraft 100 13.08 Limited Facility

Fixed Deposit Fixed 9.51 Multiple repayment dates from public Deposit

Jindal Power Inter 1994.56 Payable on demand Limited Corporate (Subsidiary Deposit Company)

Total

5248.87 Grand Total

6582.76

iii. Details of NCDs

Date Redempt Secure Debent Tenor Coupon Amount Credit Security of ion d/ ure (Rs in Allotm Unsec Series Date Rating crores) ent ured Secured on pari passu basis by Variou FY 2018- way of mortgage 10 years s 19, FY of immovable Secure Series 1 and 6 9.80% 500.00 allotm 2019-20 AA properties and d months ent and FY hypothecation of dates 2020 - 21 movable fixed assets of the company.

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Secured on pari passu basis by way of mortgage of immovable Variou FY 2019 - properties and 10 years s 20 and Secure hypothecation of Series 2 and 6 9.80% 1000.00 allotm AA FY 2020- d movable assets months ent 21 created or to be dates created on the 6x135 MW Power Plant at Angul, Odisha. Secured on pari passu basis by way of mortgage of immovable 03.12. 03.12.20 Secure Series 3 5 years 8.50% 100.00 AA properties and 2009 14 d hypothecation of movable fixed assets of the company. Secured on pari In 5 passu basis by annual way of mortgage equal of immovable installme properties and nts 29.12. Secure hypothecation of Series 4 12 years 9.80% 62.00 starting AA 2009 d movable assets from created or to be 29.12.20 created on the 17 till 6x135 MW 29.12.20 Power Plant at 21 Angul, Odisha.

iv. List of top 10 debenture holders as on 31st December 2012 (in value terms, on cumulative basis for all outstanding debentures issues)

Sr. No. Name of Debenture Holders Amount (Rs crs) 1. Life Insurance Corporation of India 1,500 2. SBI Life Insurance Company Limited 62 3. ICICI Prudential Life Insurance Company Limited 55 4. ICICI Lombard General Insurance Company Limited 25 5. United India Insurance Company Limited 20

v. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued

As at 31st December 2012

Name of the Body Terms and purpose of the security Amount (Rs.) Remarks Corporate Ministry of Coal Counter Guarantee given to ICICI for 71,75,00,000.00 Counter Guarantee further issuance of BG by Shresth Mining in favour of Ministry of Coal

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OP Jindal Global In Favour of ING Bank for credit facility of 1,00,00,00,000.00 Corporate Law School Rs 100 Cr to OP Jindal Global Law School Guarantee

Urban North Issued to ICICI Bank for further issuance 7,33,00,000.00 Counter Guarantee Company Mining Co of BG by Urtan North Company Mining Co Limited Limited in favour of President of India, acting through Min of Coal

Shadeed Iron & Issued in favour of Bank Muscat for 1,56,42,74,264.36 Letter of Comfort Steel, Oman providing facility to Shadeed, Oman

Jindal Steel & Power Issued in favour of various Bankers for 26,01,92,17,500.00 Corporate (Mauritius) Limited providing credit facilities to JSPML Guarantee (JSPML) Haryana State Counter Guarantee Given to SBI for 25,00,000.00 Counter Guarantee Pollution Control further issuance of BG by Jagran agent in Board favour of Harayana State Pollution cotrol Board

Shadeed Iron & Issued in favour of Citi Bank for providing 60,89,56,742.65 Corporate Steel, Oman working capital facilities to Shadeed Iron Guarantee & Steel, Oman

Director Town & Counter Guarantee Given to SBI for 6,23,58,000.00 Counter Guarantee Country Planning further issuance of BG by Jagran agent in Haryana favour of Director Town & Country Planning Harayana

OP Jindal University Issued in favour of HDFC Bank for credit 21,00,00,000.00 Corporate facilities to OP Jindal university Guarantee

Standard Chartered Issued to SCB for USD 150 mn facility 8,21,65,95,000.00 Corporate Bank Guarantee Deutsche Bank Issued to DB for USD 100 Million facility 5,47,77,30,000.00 Corporate Guarantee First Rand Bank Issued to FRB for USD 20 Million facility 1,09,55,46,000.00 Corporate Guarantee Shadeed Iron & Bank Muscat 1,42,27,85,590.20 Corporate Steel, Oman Guarantee Jindal Mining SA Pty Issued in favour of ABSA Bank Limited 15,00,00,000.00 Letter of Comfort Ltd. Jagran Agents Counter Guarantee given to SBI for Jagran 6,90,00,000.00 Counter Guarantee Private Limited Agents for overdue EDC Amount for (Jagran Developers developing a residential plotted colony at Private Limited) village Umri & Palwal Tehsil & District Kurukshetra.

TOTAL 46,689,763,097.21

vi. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on 31st December 2012

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Maturity Date Amount Outstanding (Rs. In crores) 8-Jan-13 150 16-Jan-13 100 18-Jan-13 150 11-Feb-13 100 12-Feb-13 100 18-Feb-13 50 22-Feb-13 50 25-Feb-13 100 26-Jun-13 200 13-Dec-13 100 Total 1,100

vii. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) as on as on 31st December 2012

Rs in crores

Party Type of Amt Principal Repayment Credit Secured / Security Name (in Facility / Sanctioned Amt Date/ Rating Unsecured case of Instrument / Issued outstanding Schedule Facility) / Instrument Name NIL

viii. Details of all default/ s and/ or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years

The payment of interest and repayment of principal is being done in a timely manner on the respective due dates

ix. Particulars of the debt securities issued (i) for consideration other than cash, whether in whole or in part, ii) at a premium or discount or iii) in pursuance of an option

None

8. Details of the Promoters of the company as of 31st December 2012

% of Shares Total pledged No of Shares Shareholding No of Sr. Total No of with Name of the Shareholder in Demat as % of Total Shares No. Equity Shares respect Form No of Equity Pledged to the Shares shares owned 1 ABHYUDAY JINDAL 177,600 177,600 0.02% 0 0 2 ARTI JINDAL 115,080 115,080 0.01% 0 0 3 DEEPIKA JINDAL 1,010,100 1,010,100 0.11% 0 0 4 NAVEEN JINDAL 3,810,714 3,810,714 0.41% 0 0 5 NAVEEN JINDAL (HUF) 2,248,230 2,248,230 0.24% 0 0

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6 PARTH JINDAL 220,620 220,620 0.02% 0 0 7 PRITHVI RAJ JINDAL 285,150 285,150 0.03% 0 0 8 PRITHVI RAJ JINDAL (HUF) 1,804,230 1,804,230 0.19% 0 0 9 RATAN JINDAL 203,070 203,070 0.02% 0 0 10 RATAN JINDAL (HUF) 791,370 791,370 0.08% 0 0 11 S K JINDAL AND SONS HUF 1,664,610 1,664,610 0.18% 0 0 12 SAJJAN JINDAL 381,990 381,990 0.04% 0 0 13 SANGITA JINDAL 375,300 375,300 0.04% 0 0 14 SAVITRI DEVI JINDAL 1,116,540 1,116,540 0.12% 0 0 15 SEEMA JAJODIA 7,200 7,200 0.00% 0 0 16 SMINU JINDAL 64,500 64,500 0.01% 0 0 17 SUSHIL BHUWALKA 43,488 43,488 0.00% 43488 100 18 TANVI JINDAL 96,000 96,000 0.01% 0 0 19 TARINI JINDAL 96,000 96,000 0.01% 0 0 20 TRIPTI JINDAL 97,440 97,440 0.01% 0 0 21 URMILA BHUWALKA 2,960 2,960 0.00% 2960 100 22 URVI JINDAL 92,880 92,880 0.01% 0 0 ABHINANDAN INVESTMENTS 23 6,490,800 6,490,800 0 0 LIMITED 0.69% 24 COLARADO TRADING CO LTD 16,591,020 16,591,020 1.77% 0 0 EVER PLUS SECURITIES AND 25 8,034,150 8,034,150 0 0 FINANCE LIMITED 0.86% 26 GAGAN INFRAENERGY LIMITED 66,954,060 66,954,060 7.16% 0 0 GAGAN TRADING COMPANY 27 19,634,340 19,634,340 0 0 LIMITED 2.10% GOSWAMIS CREDITS & 28 7,022,400 5,148,000 0 0 INVESTMENT LIMITED 0.75% HEXA SECURITIES AND FINANCE 29 39,449,460 39,449,460 0 0 CO LTD 4.22% JINDAL EQUIPMENT LEASING AND 30 38,879,310 38,879,310 0 0 CONSULTANCY SERVICES LIMITED 4.16% 31 JINDAL SEAMLESS TUBES LIMITED 4,042,080 4,042,080 0.43% 0 0 JINDAL SOUTH WEST HOLDINGS 32 3,685,800 3,685,800 0 0 LIMITED 0.39% 33 MANJULA FINANCES LTD 7,472,040 7,472,040 0.80% 0 0 MANSAROVER INVESTMENTS 34 30,377,700 30,377,700 0 0 LIMITED 3.25% 35 MEREDITH TRADERS PVT LTD 3,377,640 3,377,640 0.36% 0 0 36 NALWA ENGINEERING CO LTD 5,978,280 5,978,280 0.64% 0 0 37 NALWA INVESTMENTS LIMITED 6,421,350 6,421,350 0.69% 0 0 OPELINA FINANCE AND 38 79,838,960 79,838,960 0 0 INVESTMENT LTD 8.54% 39 RENUKA FINANCIAL SERVICES LTD 5,890,740 5,890,740 0.63% 0 0 40 ROHIT TOWER BUILDING LTD 249,600 249,600 0.03% 0 0 41 STAINLESS INVESTMENTS LIMITED 11,543,280 11,543,280 1.23% 0 0 42 SUN INVESTMENTS LIMITED 86,978,940 86,978,940 9.30% 0 0

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VRINDAVAN SERVICES PRIVATE 43 15,573,600 15,573,600 0 0 LIMITED 1.67% AVNI JHUNJHNUWALA & SARIKA 44 3,000 3,000 0 0 JHUNJHNUWALA 0.00% 45 SARIKA JHUNJHNUWALA 527,400 527,400 0.06% 0 0 SARIKA JHUNJHNUWALA & GIRISH 46 45,000 45,000 0 0 JHUNJHNUWALA 0.00% 47 BEAUFIELD HOLDINGS LIMITED 5,991,720 5,991,720 0.64% 0 0 ESTRELA INVESTMENT COMPANY 48 7,176,000 7,176,000 0 0 LIMITED 0.77% 49 HESTON SECURITIES LIMITED 7,329,360 7,329,360 0.78% 0 0 50 JARGO INVESTMENTS LIMITED 7,430,400 7,430,400 0.79% 0 0 51 MENDEZA HOLDINGS LIMITED 7,431,060 7,431,060 0.79% 0 0 52 NACHO INVESTMENTS LIMITED 7,440,000 7,440,000 0.80% 0 0 53 PENTEL HOLDING LIMITED 7,200,000 7,200,000 0.77% 0 0 54 SARMENTO HOLDINGS LIMITED 7,156,740 7,156,740 0.77% 0 0 55 TEMPLAR INVESTMENTS LIMITED 7,437,840 7,437,840 0.80% 0 0 56 VAVASA INVESTMENTS LIMITED 7,404,480 7,404,480 0.79% 0 0 Total 551,763,622 549,889,222 59.02% 46,448 200

9. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like profit & loss statement, balance sheet and Cash Flow Statement) for at least last three years and auditor qualifications, if any*

Consolidated Operating and Financial Performance of the company for the last 3 audited years

(In Rs. Crores) Parameters Upto latest Half FY 2012 FY 2011 FY 2010 Year

Networth (1) 19,360.31 17,740.24 14,073.17 10,377.92

Total Debt 20,733.23 17,090.80 13,972.83 8,604.29

Of which – Non 13,089.91 11,179.63 7,377.64 6,381.50 Current Maturities of Long Term Borrowing

Short Term 6,901.36 4,569.31 5,925.98 1,596.45 Borrowing

Current Maturities 741.96 1,341.86 669.21 626.34 of Long Term Borrowing Net Fixed Assets 34,224.15 30,237.73 24,326.22 17,952.90

Non-Current Assets (2) 2,773.57 2,572.80 2,533.59 262.97(3)

Cash and Cash 377.63 149.21 463.99 112.77 Equivalents

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Current Investments - - - 55.50

Current Assets (2) 14,416.62 12,197.01 9,229.09 6,851.04

Current Liabilities (2) & (4) 9,172.31 8,130.99 6,606.12 5089.96

Net sales 9,287.34 18,208.60 13,112.15 11,091.54

EBITDA (5) 3,385.80 7,129.25 6,473.63 5,959.28

EBIT (6) 2,663.93 5,742.78 5,322.63 4,962.32

Interest (7) 344.93 505.95 335.58 409.20

PAT 1,288.93 4,002.26 3,804.01 3,634.56

Dividend amounts (8) - 154.28 144.48 119.90

(1) Net Worth = Equity Share capital + Reserve & Surplus – Miscellaneous expenditure to the extent not written off or adjusted- foreign currency translation reserve (2) Current and noncurrent classification of assets & liabilities are not available in FY 2009-10. Accordingly disclosure for FY 2009-10 is given as per the classification given in the Annual Report for FY 2009-10, which is based on old schedule VI of the Companies Act 1956. (3) This represent Long – Term Investment as on 31.03.2010 as per Annual Report for FY 2009-10 (4) This Excludes current portion of long term borrowings & short term borrowings (5) EBITDA = Profit before taxes + depreciation & amortization + Finance cost + Exceptional items (6) EBIT = EBITDA – Depreciation & Amortization (7) Interest = Financial cost (net of financial income) (8) Dividend amount shown above excluding tax on dividend.

Note: Consequent to the revision in Schedule VI of the Companies Act 1956, applicable for the financial year commencing on or after April 1, 2011, the Company had presented the Financial Statements in accordance with the Revised Schedule VI as at/for the year ended March 31, 2012, along with comparative figures as at/for the year ended March 31, 2011. Accordingly, the figures (which are disclosed as per earlier format of Schedule VI) as at/for the year ended March 31, 2010, are not comparable with the figures as at/for the financial year ended March 31, 2012 and March 31, 2011.

Standalone Operating and Financial Performance of the company for the last 3 audited years

(In Rs. Crores) Parameters Upto latest FY 2012 FY 2011 FY 2010 Half Year Networth (1) 11302.66 10691.34 8703.24 6744.55 Total Debt 17461.65 15714.32 12110.91 8383.26 Of which – Non Current Maturities of 9794.81 8493.92 7359.71 5407.98 Long Term Borrowing Short Term Borrowing 6924.88 5878.54 4081.99 2470.08 Current Maturities of 741.96 1341.86 669.21 505.20 Long Term Borrowing Net Fixed Assets 23977.10 22042.97 17081.48 13142.36 Non-Current Assets (2) 2455.86 2413.90 2071.25 1066.61(3) Cash and Cash Equivalents 212.66 30.94 43.71 60.10 Current Investments - - - .50 Current Assets (2) 10336.43 9101.24 7234.74 5876.90 Current Liabilities (2) & (4) 6517.17 5770.61 4559.47 4242.11 Net sales 6920.06 13333.95 9574.17 7367.59

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EBITDA (5) 2317.98 4540.62 3795.73 2659.61 EBIT (6) 1831.93 3673.43 3107.96 2147.45 Interest (7) 396.46 682.62 355.02 239.95 PAT 594.63 2110.65 2064.12 1479.68 Dividend amounts (8) - 149.46 140.19 116.52

Note:

(1) Net Worth = Equity Share capital + Reserve & Surplus – Miscellaneous expenditure to the extent not written off or adjusted- foreign currency translation reserve (2) Current and noncurrent classification of assets & liabilities are not available in FY 2009-10. Accordingly disclosure for FY 2009-10 is given as per the classification given in the Annual Report for FY 2009-10, which is based on old schedule VI of the Companies Act 1956. (3) This represent Long – Term Investment as on 31.03.2010 as per Annual Report for FY 2009-10 (4) This Excludes current portion of long term borrowings & short term borrowings (5) EBITDA = Profit before taxes + depreciation & amortization + Finance cost + Exceptional items (6) EBIT = EBITDA – Depreciation & Amortization (7) Interest = Financial cost (net of financial income) (8) Dividend amount shown above excluding tax on dividend

Note: Consequent to the revision in Schedule VI of the Companies Act 1956, applicable for the financial year commencing on or after April 1, 2011, the Company had presented the Financial Statements in accordance with the Revised Schedule VI as at/for the year ended March 31, 2012, along with comparative figures as at/for the year ended March 31, 2011. Accordingly, the figures (which are disclosed as per earlier format of Schedule VI) as at/for the year ended March 31, 2010, are not comparable with the figures as at/for the financial year ended March 31, 2012 and March 31, 2011.

10. Abridged version of Latest Audited/ Limited Review Half yearly Consolidated (Where Available) and Standalone Financial Information (Like Profit & Loss statement and Balance Sheet) and auditors qualifications, if any*

Refer Annexure IV

11. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities

Nil

12. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities

The debenture trustee of the proposed debenture is

AXIS Trustee Services Limited Central Office, 2nd Floor, Bombay Dyeing Mill Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 Tel: +91 22 2425 5226

Consent letter no ATSL/CO/12-13/6432 dated 18th March 2013 to act as Trustee for the issue is obtained and enclosed in Annexure 1.

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13. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed

CARE has assigned AA+ rating to the issue. Rating Rationale and Rating Letter enclosed.

14. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

The security is not backed by a Guarantee or Letter of comfort or any other document / letter with similar intent.

15. Copy of consent letter from the Debenture Trustee shall be disclosed.

Consent letter no ATSL/CO/12-13/6432 dated 18th March 2013 to act as Trustee for the issue is obtained and enclosed in Annexure 1.

16. Names of all the recognized stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

Securities are proposed to be listed at Bombay Stock Exchange Limited (BSE).

17. Other details

i. DRR creation - relevant regulations and applicability.

The Company will create Debenture Redemption Reserve (DRR) as may be required in case of privately placed debentures. As per extant circular no. 6/3/2001-CL.V dated 18.04.2002 issued by the Government of India with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures issued through private placement route. In terms of extant provisions of Companies Act, 1956, the Company is required to create Debenture Redemption Reserve out of profits, if any, earned by the Company. The Company shall create a Debenture Redemption Reserve (‘DRR’) and credit to the DRR such amounts as applicable under provisions of Section 117C of the Companies Act 1956 (as amended from time to time) or any other relevant statute(s), as applicable.

ii. Issue/ instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

The Company is complying with all the provisions of the Companies Act, SEBI and other applicable regulatory guidelines.

iii. Application process

Refer Pt. 18 (ii) – Other issue details for the application process.

18. Issue Details

i. Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Secured / Unsecured Non Convertible debt securities (or a series thereof):-

Security Name Jindal Steel & Power Limited 9.63% Unsecured Redeemable Non- Convertible Debentures 2016

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Issuer Jindal Steel & Power Limited

Type of Instrument Redeemable Non-Convertible Debentures

Nature of Instrument Unsecured

Seniority Pari-passu with all unsecured facilities

Mode of Issue Private Placement

Eligible Investors Commercial Banks, Financial Institutions, Insurance Corporations, Companies and Bodies Corporate. There is no negative list of investors.

Listing (including name Proposed to be listed on WDM segment of Bombay Stock Exchange of stock Exchange(s) Limited (BSE). Listing application shall be filed with the stock exchange where it will be listed and within 15 days from the date of allotment. In case of delay in listing of timeline for listing) the securities beyond 20 days from the deemed date of allotment, the company will pay penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of NCDs.

Rating of the Instrument AA+ by CARE

Issue Size Rs 300 crores

Option to retain Nil oversubscription ( Amount )

Objects of the Issue Proceeds would be used for long term working capital requirements, capital expenditure and repayment/prepayment of existing loans and general corporate purposes; proceeds will, however, not be used for investments in equity shares, speculative activity, acquisition of land, real estate purpose.

Details of the utilization Proceeds would be used for long term working capital requirements, of the Proceeds capital expenditure and repayment/prepayment of existing loans and general corporate purposes; proceeds will, however, not be used for investments in equity shares, speculative activity, acquisition of land, real estate purpose.

Coupon Rate 9.63%

Step Up/Step Down Nil Coupon Rate

Coupon Payment Annual Frequency

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Coupon payment dates Payable annually. The first coupon will be payable on the 1st day after completion of one year from allotment date and computed upto the previous date.

Coupon Type Fixed

Coupon Reset Process None (including rates, spread, effective date, interest rate cap and floor etc).

Day Count Basis Interest payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be i.e. Actual/ Actual

Interest on Application Not applicable as the date of application will be the deemed date of Money allotment

Default Interest Rate In case of default of interest and/ or principal redemption on the due dates, additional interest @1% p.a. over the documented rate will be payable by the company

Tenor 1,095 days from the Deemed Date of Allotment

Redemption Date On expiry of 1,095 days from the deemed date of allotment i.e. 04th April 2016

Redemption Amount The debentures aggregating to Rs. 300 Cores of the face value of Rs. 10 Lacs each will be redeemed at par for Rs. 300 crores

Redemption Premium Nil /Discount

Issue Price The debentures aggregating to Rs. 300 Cores of the face value of Rs. 10 Lacs each will be issued at par for Rs.300 crores.

Discount at which Nil security is issued and the effective yield as a result of such discount

Put option Date Nil

Put option Price Not applicable

Call Option Date Nil

Call Option Price Not applicable

Put Notification Time Not applicable

Call Notification Time Not applicable

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Face Value Rs. 10 lakhs per Debenture

Minimum Application 1 Debenture of Rs.10,00,000 each and in multiple of 1 thereafter

Issue Timing #

th 1. Issue Opening Date 5 April 2013

th 2. Issue Closing Date 5 April 2013 5th April 2013 3. Pay-in Date 5th April 2013 4.Deemed Date of Allotment

Issuance mode of the Demat only (for private placement) Instrument

Trading mode of the Demat only (for private placement) Instrument

Settlement mode of the Payment of interest / principal will be made by way of RTGS transfer / Instrument NEFT / cheque / demand draft / interest warrant

Depository National Depository services Ltd. (NSDL) / Central Depository Services Limited (CDSL).

Business Day Actual/ Actual Convention

Record Date 15 days prior to each Coupon date / redemption date

Security (where Not applicable as unsecured applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation,

Transaction Documents 1. Information Memorandum 2. Application Form 3. Board resolution of the Company to borrow funds through NCD 4. Rating Rationale 5. Rating Letter issued within 1 month prior to the issue date 6. Consent Letter from the Debenture Trustee to act as Trustee for this NCD issue. 7. Trust Deed.

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Conditions Precedent to 1. All necessary approval (internal and external) have been Disbursement obtained for the Issue. 2. Provisional latest unaudited financial (period ending 31st December 2012) as required by the Arranger 3. Signing of Information Memorandum 4. Rating letter 5. Consent of the Trustee 6. NOC from BSE to list the NCD’s Condition Subsequent 1. Issue of Letter of Allotment within 2 days from the Deemed date to Disbursement of Allotment 2. Listing within 20 days from the Deemed date of Allotment 3. Execution of Trust Deed and Issue of Debentures in demat form within 3 months from the Deemed date of Allotment Events of Default 1. Non-payment of any amount due under the Issue on the due dates 2. Cross default – Other than default under the present issue, if the issuer is in default under the terms and conditions of any issuances/obligations under other facilities constituting a default of more than Rs. 25 Cr and receives such notice of event of default from such lender/investor, then that shall also constitute an event of default under the present issue as well 3. Insolvency of the Issuer or winding-up (whether voluntarily or compulsorily 4. If the Issuer is declared a sick undertaking under the provisions of the Sick Industrial Undertakings (Special Provisions) Act, 1985 (“SICA”) or if a reference has been made to BIFR (as defined under SICA) by a creditor under SICA and the Issuer has not resolved the complaint or is nationalized or is under the management of the Central Government 5. Breach of any material representations and warranties 6. Breach of covenants or other terms and conditions 7. Any material adverse event

In case of event of default, Debenture holders / Debenture Trustees may initiate recovery proceedings / exercise rights available to recover the outstanding amounts

Provisions related to Not Applicable Cross Default Clause

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Role and Responsibilities The Company has appointed Axis Trustee Services Limited registered of Debenture Trustee with SEBI, as Debenture Trustees for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.

The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).

Governing Law and The Issue is governed by the laws of India and the courts of Mumbai Jurisdiction shall have exclusive jurisdiction in this regard

Notes: 1. # The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the issuer at its sole and absolute discretion. In the event of any change in the above issue programme, the issuer will intimate the investors about the revised issue programme. ii. Other issue related details

A Statement containing particulars of the Dates of and parties to all Material contracts and agreements

By the very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, copies of these contracts referred below may be inspected at the Corporate Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date

. Certified True copy of The Memorandum and Articles of Association of the Company. . Credit Rating Letter from CARE dated 04th April 2013 assigning ‘CARE AA+’ rating for the current Placement. . Certified True copy of the resolution passed by the Board of Directors at the meeting held on 29th January 2009, approving the proposed issue of Debentures and Certified True copy of the resolution passed by the Board of Directors at the meeting held 26th March 2013, approving the partial modification in board resolution passed by the Board of Directors at the meeting held on 29th January 2009, approving the proposed issue of Debentures. . Certified True copy of the resolution passed by the members of the Company at the Annual General Meeting held on 28th September 2010 under section 293(1) (d) of the Companies Act 1956. . Letter dated 18th March 2013 from AXIS Trustee Services Limited giving its consent to act as Debenture Trustees. . Annual Reports of the Company for the last three years. Who can apply

The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures. Page 58 of 82

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1. Scheduled Commercial Banks; 2. Financial Institutions; 3. Insurance Companies; 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI); 5. Regional Rural Banks; 6. Companies, Bodies Corporate authorised to invest in Debentures; 7. Trusts, 8. Any investor(s) authorized to invest in the private placement.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue. Hosting of Disclosure Document should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI. Investors should check about their eligibility before making any investment.

Submission of Documents

Investors should submit the following documents, wherever applicable:

a. Memorandum and Articles of Association/ Documents governing Constitution b. Government Notification/Certificate of incorporation c. SEBI Registration Certificate, if applicable d. Resolution authorizing investment along with operating instructions e. Power of Attorney (original & certified true copy) f. Form 15AA granting exemption from TDS on interest g. Form 15H for claiming exemption from TDS on interest on application money, if any. h. Order u/s 197 of Income Tax Act, 1961 i. Order u/s 10 of Income Tax Act, 1961 j. Specimen signatures of authorised persons. k. Copy of PAN card

How to Apply

Applications for the Debentures must be made in the prescribed form, and must be completed in BLOCK LETTERS in English. Application Forms must be accompanied by either a demand draft or cheque, drawn or made payable in favour of "Jindal Steel & Power Limited" and crossed Account Payee only. Application money can also be remitted by electronic mode.

The payment can be made either through Transfer Cheque or through RTGS/NEFT/e-net. Details of the account for transfer by way of RTGS/ NEFT are as follows:

Beneficiary name : Jindal Steel & Power Limited Beneficiary account no. : 00030310006056 RTGS code of beneficiary bank : HDFC0000060 Beneficiary bank name : HDFC Bank Limited Beneficiary bank branch : Kailash Building, K.G. Marg, Connaught Place. City : New Delhi-110 001.

PAN/GIR Number

All Applicants should mention their Permanent Account Number or the GIR Number allotted under

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Income Tax Act, 1961 and the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Nomination Facility

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Applications under Power of Attorney

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organisations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the Company’s branch where the application has been submitted, or at the office of the Registrars to the Issue after submission of the Application Form to the bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than [10] days after closure of the subscription list may not be considered.

Further modifications/additions in the power of attorney or authority should be notified to the Company at its registered office.

Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a. Bank account details not given; b. Details for issue of debentures in electronic/ dematerialised form not given; PAN not mentioned in appropriate place. c. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application money of such Debentures will be refunded, as may be permitted.

Letter/ s of allotment/refund order(s) and interest in case of delay in despatch

The issuer shall credit the allotted securities to the respective beneficiary account/dispatch the letter of allotment/letter(s) of regret/refund order(s) as the case may by registered post/courier at the applicant’s sole risk within 30 days from the date of closure of the Issue. The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not Page 60 of 82

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been dispatched to the applicants within 30 days from the date of the closure of the issue

Debentures in Dematerialized Form

The Company has finalized Depository Arrangements with NSDL and CDSL for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form., Debentures to successful allottee(s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment. The debentures will be credited in dematerialised form within 2 working days from the Deemed Date of Allotment. The Issuer shall ensure that letters of allotment are issued to investors within two working days from the Deemed Date of Allotment

Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30 days.

Record Date / Book Closure Date

The Company’s Register of Debenture holders will be closed for the purposes of payment of interest or redemption of Debentures, as the case may be, 15 days prior to the respective due date.

In case the Record Date/Book Closure Date falls on Sunday/Holiday, the day prior to the said Sunday/Holiday will be considered as the record date/book closure date.

Effect of Holidays

If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

List of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Interest on Application Money

Interest on application money at the applicable coupon rate as per the investor application (subject to deduction of tax at source at the rate prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) will be paid to the applicants. Such interest shall be paid from the date of realisation of RTGS/ cheque(s) / demand draft(s) up to the date immediately preceding the Date of Allotment and shall be sent along with the letter(s) of allotment/ intimation of allotment. The relevant interest warrant(s) / cheque(s) will be dispatched by Courier / Registered Post/Hand Delivery along with the letter(s) of allotment, as the case may be, at the sole risk of the applicant, to the applicant at the address registered with the Company. No interest on application money shall be paid to the applicants whose applications are rejected. In the case of applicants whose applications are accepted in part, no interest shall be paid on the portion of the Page 61 of 82

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application money refunded to them.

Interest on Debentures

The Debentures shall carry interest at the rate of coupon rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) throughout the tenure of the Debentures and upto final redemption thereof.

The interest will be paid to the registered Debenture holders recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders. In the event of the Company not receiving any notice of transfer along with the original Debenture certificates at least fifteen calendar days before the respective due dates for payment of interest, the transferee(s) for the Debentures shall not have any claim against the Company in respect of interest so paid to the registered Debenture holder(s). Wherever the signature(s) of such transferor(s) in the intimation sent to the Company is / are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the Company, all payments of remaining interest on such Debenture(s) will be kept in abeyance by the Company till such time the Company is satisfied in this regard.

Payment will be made by way of RTGS/ NEFT/ Electronic mode or by cheque (s) / interest warrant(s) which will be dispatched to the Debenture holder(s) by Courier / Registered Post / Hand Delivery, in accordance with the existing rules / laws at the sole risk of the Debenture holder(s) to the sole holder(s) / first named holder(s) at the address registered with the Company.

Interest in all cases shall be payable on the amount outstanding on an Actual/Actual basis, i.e., Actual number of days elapsed divided by the actual number of days in the year.

If any of the interest payment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.

However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under:

“Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.”

The amendment, which will be effective 1st June 2008, will have following implications:

Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors.

Mode of Transfer

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The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

Trading of Debentures

The debenture shall be traded in demat mode only and the marketable lot would be one debenture. Stock exchange may change the market lot as per its rules and regulations time to time.

Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL / CDSL / Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company.

Purchase and Sale of Debentures

The Company may, at any time and from time to time, purchase debentures at the price available in the debt Market in accordance with the applicable laws. Such debentures may, at the option of the Company, be cancelled, held or reissued at such a price and on such terms and conditions as the Company may deem fit and as permitted by law.

Right to Reissue Debenture(s)

The Company will have the power, as provided for under the Companies Act, 1956, exercisable at its absolute discretion from time to time to repurchase some or all the Debenture at any time prior to the specified date of maturity as per the prevailing guidelines/regulations ,if any. This right does not construe a call option. In the event of the Debenture being bought back, or redeemed before maturity in any circumstance whatsoever, the Company shall be deemed to always have the right, subject to the provisions of Section 121 of the Companies Act, 1956 to re-issue such Non-convertible debenture either by re-issuing the same Debenture or by issuing other Non-convertible debenture in their place.

The Company may also, at its discretion and as per the prevailing guidelines/regulations at any time purchase unsecured Non-Convertible Debenture at discount, at par or at premium in the open market. Such unsecured Non-Convertible Debenture may, at the option of Company, be cancelled, held or resold Page 63 of 82

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at such price and on such terms and conditions as the Company may deem fit and as permitted by Law.

Debenture Redemption Reserve (DRR)

Adequate Debenture Redemption Reserve shall be created by the Company as per the applicable statutory provisions.

Redemption

The face value of the Debentures will be redeemed at par. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Mumbai), then the payment due shall be made on the next Business Day, along with the interest for the additional period. The Debenture holders may at the request of the Company in suitable circumstances and also in the absolute discretion of the Debenture Holders, subject to the statutory guidelines as may be applicable for the purpose, revise / prepone / postpone redemption of the Debentures or any part thereof on such terms and conditions as may be decided by the Company in consultation with the Debenture Holders.

Payment on Redemption

Payment on redemption will be made by cheque(s)/ warrants(s)/RTGS in the name of the Debenture holder whose name appears on the List of Beneficial owners given by Depository to the Company as on the Record Date. On the Company dispatching the redemption warrants to such Beneficiary(ies) by registered post/ courier, the liability of the Company shall stand extinguished.

The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being made, the Company will inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Debenture holders with NSDL/ CDSL/ Depository Participant will be adjusted.

The Company's liability to the Debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Notices

The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be deemed to have been given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be.

All notices to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to Page 64 of 82

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Registrars or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s) etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices/correspondence by the Debenture holder(s) to the Company with regard to the issue should be sent by Registered Post or by hand delivery to the Registrar, or to such persons at such persons at such address as may be notified by the Company from time to time.

Future Borrowings

The Company shall be entitled from time to time to make further issue of debentures to the public, members of the Company and /or any other person(s) and to raise further loans, advances or such other facilities from Banks, Financial Institutions and / or any other person(s) on the security or otherwise of its assets.

Disclosure Clause

In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their absolute discretion may think fit.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debenture Trust Deed/Trustee Agreement.

Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed / Trustee Agreement.

DECLARATION

It is hereby declared that this Disclosure Document contains full disclosure in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, Amended 2012.

The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact, which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information would be doing so at his own risk.

Jindal Steel & Power Limited

Authorised Signatories

Place: New Delhi

Date:5thApril 2013

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ANNEXURE 1: DETAILED RATING RATIONALE

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ANNEXURE 2: RATING LETTER

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ANNEXURE 3: DEBENTURE TRUSTEE CONSENT LETTER

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ANNEXURE 4: STATEMENT OF STANDALONE & CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED ON 31st DECEMBER 2012

Please find attached separately

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ANNEXURE 5 : APPLICATION FORM

JINDAL STEEL AND POWER LIMITED

Registered Office: O.P. Jindal Marg, Hisar - 125 005, Haryana, India

Corporate Office: Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066, India

APPLICATION FORM

Application No.: Date:

Dear Sirs,

Sub: Issue of 3,000 Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000 each, for cash, at par, aggregating Rs. 300 Crore on a Private Placement basis

Having read and understood the contents of the Disclosure Document dated ______, we apply for allotment of the Debentures to us. The amount payable on application as shown below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the Disclosure Document.

(Please read carefully the instructions on the next page before filling this form)

No. in Figures No. in Words No. of Debentures Applied for

Amount (Rs) in figures:

Amount (Rs) in words:

Cheque No. /Demand Draft No. / UTR No. for Date Drawn on Bank RTGS

Applicant’s Name & Address in full (please use capital letters)

Name:

Address:

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Pin Code:

Telephone: Fax: Email:

Contact Person: Mobile No. Email:

Status: ( ) Banking Company ( ) Insurance Company ( ) Mutual Fund ( ) Others – please specify

Name of Authorised Signatory Designation Signature

Details of Bank Account of Applicant

Bank Name & Branch

Nature of Account

Account No.:

IFSC / NEFT Code

Depository Details of Applicant

DP Name

DP ID Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted.

PAN / GIR No. of the IT Circle/Ward/District ( ) Not Allotted applicant

Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No

Sign & Seal

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Jindal Steel & Power Limited

Registered Office: O.P. Jindal Marg, Hisar - 125 005, Haryana, India

Corporate Office: Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066, India

ACKNOWLEDGEMENT SLIP

Application No: ______Date: ______, 2013

Received From ______

Rs. ______/- By Cheque / Demand Draft / RTGS No ______drawn on ______towards application for ______Debentures. (Cheque / Demand Draft / RTGS are subject to realization).

For all further correspondence with the issuer please contact:

The Company Secretary

Jindal Steel & Power Limited

Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066, India, Phone: +91 11 26188340 Fax: +91 11 26161271

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INSTRUCTIONS 1. Application Form must be completed in full in BLOCK LETTERS IN ENGLISH. 2. Signatures should be made in English or in any of the Indian languages. 3. Application forms duly completed in all respects, together with Cheque/ Demand Draft / , RTGS Details must be lodged with the Arranger’s address or to M/s Jindal Steel & Power Limited at Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 110 066. 4. In case of payments through RTGS, the payments may be made as follows:

 Beneficiary : Jindal Steel & Power Limited  Bank Details : HDFC Bank Ltd  Branch Bank : K.G. Marg, Connaught Place New Delhi -110001  Account No. : 00030310006056  IFSC Code No. : HDFC0000060

5. The Cheque / Demand Draft should be drawn in favour of "Jindal Steel & Power Limited" and crossed "A/c payee" only.

6. Only Cheques & RTGS will be accepted. No other instrument viz. outstation cheque, Cash, Money Orders, Postal Orders and Stock Invest will be accepted.

7. Debentures will be allotted in demat form only. Please update / inform your bank/mandate/ECS details to your depository participants.

8. Receipt of Application will be acknowledged in the “Acknowledgement Slip” appearing below the Application Form. No separate receipt will be issued.

9. You should quote your Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

10. The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure Document.

11. Minimum application size is 1 debenture and in multiples of 1 debenture thereafter.

12. Documents to be provided by investors  Investors need to submit the following documentation, along with the application form, as applicable: a. Memorandum and Articles of Association/ Documents governing Constitution b. Government Notification/Certificate of incorporation c. SEBI Registration Certificate, if applicable d. Resolution authorizing investment along with operating instructions e. Power of Attorney (original & certified true copy) f. Form 15AA granting exemption from TDS on interest g. Form 15H for claiming exemption from TDS on interest on application money, if any. h. Order u/s 197 of Income Tax Act, 1961 i. Order u/s 10 of Income Tax Act, 1961 j. Specimen signatures of authorised persons. k. Copy of PAN card

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