MOIL Ltd., NAGPUR

DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated September 27, 2010 Book Building Offer This Draft Red Herring Prospectus will be updated upon filing with the RoC MOIL LIMITED Our Company was originally incorporated under the Companies Act, 1956, as amended, on June 22, 1962 under the name ‘Manganese Ore (India) Limited’. The name of our Company was changed to MOIL Limited and a fresh certificate of incorporation was issued consequent upon change of name on August 17, 2010. Presently, the Registered Office is situated at Nagpur, Maharashtra. For details of the change in the Registered Office, see “History and Certain Corporate Matters” on page 98 of this Draft Red Herring Prospectus. Registered and Corporate Office: ‘MOIL Bhavan’, 1-A, Katol Road, Nagpur – 440 013, Maharashtra, India. Telephone: +91 712-2806100/216; Facsimile +91 712-2591661; Company Secretary and Compliance Officer: Mr. Neeraj Dutt Pandey; Telephone: +91 712-2806100/208; Facsimile: +91 712-2591661; E-mail: [email protected]; Website: www.moil.nic.in THE PROMOTER OF OUR COMPANY: THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF STEEL, GOVERNMENT OF INDIA PUBLIC OFFERING OF 33,600,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (THE “EQUITY SHARES”) OF MOIL LIMITED (“MOIL” OR “OUR COMPANY”) AT A PRICE BAND OF RS. [] TO RS. [], AGGREGATING UP TO RS. [] MILLION THROUGH AN OFFER FOR SALE FOR CASH BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF STEEL, GOVERNMENT OF INDIA, THE GOVERNOR OF THE STATE OF MAHARASHTRA ACTING THROUGH THE INDUSTRIES, ENERGY AND LABOUR DEPARTMENT, GOVERNMENT OF MAHARASHTRA AND THE GOVERNOR OF THE STATE OF MADHYA PRADESH ACTING THROUGH THE FINANCE DEPARTMENT, GOVERNMENT OF MADHYA PRADESH (INDIVIDUALLY A “SELLING SHAREHOLDER” AND COLLECTIVELY THE “SELLING SHAREHOLDERS”). THE OFFER COMPRISES OF A NET OFFER TO THE PUBLIC OF 32,928,000 EQUITY SHARES (THE “NET OFFER”) AND A RESERVATION OF 672,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER AND NET OFFER SHALL CONSTITUTE 20 % AND 19.6 % OF THE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY1. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WIDELY ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE. 1 The Selling Shareholders in consultation with the BRLMs shall offer a discount of 5% to the Offer Price determined pursuant to the completion of the Book Building Process to the Eligible Employees and Retail Individual Bidders (“Retail and Employee Discount”) and such discount will be advertised in the [] edition of [] and []edition of [] The excess amount paid at the time of bidding shall be refunded to the Retail Individual Bidders and Eligible Employees If the Price Band is revised, the Bid/ Offer Period will be extended for a minimum of three additional Working Days after such revision, subject to the total Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Self Certified Syndicate Banks, (“SCSBs”), the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuance of a press release, and also by indicating such changes on the websites of the Book Running Lead Managers and at the terminals of the other members of the Syndicate. This Offer is in terms with Rule 19 (2) (c) of the Securities Contract Regulation Rules, 1957, as amended, for less than 25% of the post Offer Equity Share capital of our Company. This Offer is being made through the Book Building Process in compliance with the provisions of Regulation 26(2) of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, (the “SEBI ICDR Regulations”), wherein at least 50% of the Net Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”). Our Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, consider allocating up to 30% of the QIB Portion to Anchor Investors (the “Anchor Investor Portion”), out of which at least one third will be available for allocation to domestic Mutual Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the remaining QIB Portion (“Net QIB Portion”). Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received at or above the Offer Price. In the event of under-subscription in the Mutual Fund Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIBs (including Mutual Funds) subject to valid Bids being received from them at or above the Offer Price. If at least 50 % of the Net Offer cannot be Allotted to QIBs, all the application monies will be refunded forthwith. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price. Further 672,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees (as defined hereafter), subject to valid Bids being received from them at or above the Offer Price. Bidders may participate in the Offer through the ASBA process by providing the details of the bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Specific attention of investors is invited to “Offer Procedure” on page 211 of this Draft Red Herring Prospectus. RISK IN RELATION TO FIRST OFFER This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each and the Floor Price is [] times of the face value and the Cap Price is [] times the face value. The Offer Price (as determined by our Company and the Selling Shareholders in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares through a Book Building Process and as stated in “Basis for the Offer Price” on page 44 of this Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading market in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares offered in this Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page xiii of this Draft Red Herring Prospectus. IPO GRADING Pursuant to the SEBI ICDR Regulations, the Offer has been graded by [] and has been assigned a grade of [] indicating []. The IPO Grading is assigned on a five-point scale from 1 to 5, with IPO Grade 5/5 indicating strong fundamentals and IPO Grade 1/5 indicating poor fundamentals. For more information on the IPO Grading, see “General Information” on page 18 of this Draft Red Herring Prospectus. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Each of our Company and the Selling Shareholders, having made all reasonable inquiries, accept responsibility for and confirm that this Draft Red Herring Prospectus contains all information with regard to our Company, the Selling Shareholders and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects, that the opinions and intentions expressed herein are honestly held and that each of our Company and the Selling Shareholders are not aware of other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approvals from BSE and the NSE for the listing of our Equity Shares pursuant to their letters dated [•] and [•], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [] BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE EDELWEISS CAPITAL LIMITED IDBI CAPITAL MARKET SERVICES LIMITED J.P. MORGAN INDIA PRIVATE LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED 14th Floor, Express Towers, Nariman Point, 5th Floor, Mafatlal Centre, Nariman Point, J.P.

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