NAYARA ENERGY LIMITED Corporate Presentation September 2018 1 Legal Disclaimer NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES This presentation and the information contained herein are not an offer of the securities for sale in the United States and are not for publication or distribution to persons in the United States. The presentation is being made to you on the basis that you have confirmed you are not located or resident in the United States. No securities have been, nor will they be, registered under the US Securities Act of 1933 (the “US Securities Act”) or the securities laws of any state or other jurisdiction of the United States. 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By accepting to access any copy of the information presented, you agree to be bound by the foregoing limitations. 2 Table of Contents A Introduction B Key Highlights Strong parentage and governance framework Integrated business value chain Consistent track record of operational excellence High complexity refinery Crude sourcing and procurement advantage Predictable product offtake through downstream presence and strong distribution Attractive industry dynamics Experienced management team with proven track record C Near Term Strategic Plans D Financial Overview 3 Introduction 4 Evolution and Key Milestones Pre-Nayara regime Nayara regime 2003 2006 2008 2013 2015 2017 2018 Essar Oil Limited Vadinar refinery Vadinar refinery EOL exits CDR loan Major turnaround Acquisition of VOTL and VPCL Name changed to (“EOL”) commences commences commences facility in March 2013; completed; and divestment of E&P assets Nayara Energy Limited building its network of operations on a commercial improvement in local commissioning of (“Nayara”) franchised retail trial basis operations with credit rating1 by two VGO MHC Acquisition of 98.26% stake by petrol stations nameplate notches from BBB- to Rosneft and Kesani, a Local credit rating1 capacity of 10.5 BBB+ consortium led by Trafigura and upgraded by three MMTPA UCP, at an enterprise value of notches to “AA” US$ 12.9bn in August 2017 2003 2004 2006 2008 2012 2013 2015 2016 2017 2018 2004 2012 2016 2018 Enters into Corporate EOL completes expansion and EOL delisted Refinancing of INR Debt Restructuring optimisation projects; capacity Debt for optimization of (“CDR”); construction of increased to 20 MMTPA capital structure refinery recommences Commissioned 510 MWe coal along with captive Raised INR 2,400cr (c. fired captive power plant power plant and port US$ 355mn) through its placement of non- convertible debentures 1 Refers to CARE long term rating 5 Ownership Structure 49.00% PJSC Rosneft Oil Company Trafigura Holdings Pte Ltd 49.00% UCP PE Investment Ltd 100.00% 2.00% Oil Holdings Ltd1 Kesani Enterprises Company Rosneft Singapore Pte Ltd Minority Shareholders Ltd (Cyprus) 49.13% 1.74% 49.13% Nayara Energy Ltd 98.00% 100.00% Vadinar Oil Terminal Ltd3 Vadinar Power Company Ltd2 25.00% 75.00% 100.00% Coviva Energy Terminals Ltd Nayara Energy Properties Ltd2 100.00% 100.00% Enneagon Ltd Essar Oil Trading Mauritius Ltd 1 Previously known as Essar Power Holdings Ltd 2 Vadinar Power Company Limited and Nayara Energy Properties Limited are being merged with Nayara Energy Limited; merger application filed 3 Merger of Vadinar Oil Terminal Limited with Nayara Energy Limited being evaluated 6 Company Overview Integrated refinery with dedicated infrastructure and proven track record – well positioned to cater to domestic and international demand • India's second largest single location refinery – • Co-generation power plants with a capacity of constitutes c. 8% of Indian refinery capacity1 1,010 MWe owned and operated through Vadinar • High complexity index of 11.8, capable of processing Power Company Ltd (wholly owned subsidiary) ultra-heavy, heavy and light crudes across global Highly complex Captive power • Meets captive requirements of steam and power market refinery plant for the refinery • Strategically located on Indian west coast, proximity to Middle East and high consumption domestic as well as export markets Captive port Strong retail with single business chain point mooring • Fully captive port with Single Point Mooring • 4,473 operational retail stations and 2,688 retail (Vadinar Oil Terminal Ltd) stations under implementation across India • End-to-end infrastructure including storage • Domestic sales account for 57% while exports facilities, water intake facilities, product jetty and account for 43% of FY18 sales dispatch facilities by rail, road, port and pipelines 1Source: