PRIVATE PLACEMENT OFFER LETTER –SERIES XV ADDRESSED TO : [] (PRIVATE AND CONFIDENTIAL) FOR ADRESSEE ONLY THE PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS INDIAN OIL CORPORATION LIMITED (A Government of India Undertaking) Registered Office: Indian Oil Bhavan, G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai – 400 051 Corporate Office:3079/3, Sadiq Nagar, J. B. Tito Marg, New Delhi – 110 049 Tel: (022) 2644 7616, Fax: 91-22-2644 7961, Website: www.iocl.com. CIN No - L23201MH1959GOI011388 PRIVATE PLACEMENT OFFER LETTER FOR THE ISSUE OF UPTO 20,000 UNSECURED, RATED, TAXABLE, REDEEMABLE, NON- CONVERTIBLE DEBENTURES OF ₹ 10,00,000/- EACH (“DEBENTURES”) UNDER SERIES XV FOR AN ISSUE SIZE OF ₹ 1,000 CRORE WITH GREEN SHOE OPTION TO RETAIN OVERSUBSCRIPTION UPTO ₹ 1,000 CRORE AGGREGATING TO ₹ 2,000 CRORE. GREEN SHOE OPTION IS EXCLUSIVELY RESERVED FOR BHARAT BOND ETF BY INDIAN OIL CORPORATION LIMITED. NEITHER THE ISSUER NOR ANY OF THE CURRENT DIRECTORS OF THE ISSUER HAS BEEN DECLARED AS WILFUL DEFAULTER. (THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS PRIVATE PLACEMENT OFFER LETTER IS PREPARED AND ISSUED IN CONFORMITY WITH COMPANIES ACT, 2013, AS AMENDED, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED, FORM PAS-4 PRESCRIBED UNDER SECTION 42 AND RULE 14(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME, AND IS AN INFORMATION MEMORANDUM FOR THE PURPOSES OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED FROM TIME TO TIME. THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AS PER SEBI CIRCULAR JANUARY 05, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/05, AND SEBI CIRCULAR DATED AUGUST 16, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/122, EACH AS AMENDED (“SEBI EBP CIRCULARS”), READ WITH THE UPDATED OPERATIONAL GUIDELINES “FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH AN ELECTRONIC BOOK MECHANISM” ISSUED BY BSE VIDE THEIR NOTICE NUMBER 20180928-24 DATED 28 SEPTEMBER 2018 (“BSE EBP GUIDELINES”) AS APPLICABLE. THE SEBI EBP CIRCULARS AND THE BSE EBP GUIDELINES / NSE EBP GUIDELINES SHALL HEREINAFTER BE REFERRED TO AS THE “OPERATIONAL GUIDELINES”. THE ISSUER INTENDS TO USE THE BSE BID BOND PLATFORM FOR THIS ISSUE, AS AMENDED FROM TIME TO TIME AND SUCH OTHER CIRCULARS APPLICABLE FOR ISSUE OF DEBT SECURITIES ISSUED BY SEBI FROM TIME TO TIME. THE OFFER LETTER IS ALSO IN ACCORDANCE WITH THE SEBI LETTER NO. SEBI/DDHS/TD/OW/P/2019/32928/1 DATED DECEMBER 11, 2019 RECEIVED VIDE DIPAM OM NO.3/2/2018-DIPAM-II (VOL.V) DATED DECEMBER 18, 2019. BIDDING This Private placement offer letter is uploaded on the BSE EBP Platform to comply with the Operational Guidelines and no offer of Debentures is being made under the Information Memorandum. An offer will be made by issue of the private placement offer cum application letter (“PPOAL”) after completion of the bidding process on the Issue closing date to successful bidders in accordance with applicable law. GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Eligible Investors are advised to take informed decision before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the Issuer, the Issue, this Information Memorandum including the risks involved. This Issue has not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. This document provides disclosures in accordance with the SEBI Debt Regulations and provides additional disclosures in Capital Structure and Financial Position of Issuer. The Eligible Investors must evaluate the disclosures in the Information Memorandum before making their investment decision. CREDIT RATING The Debentures have been rated “CRISIL AAA/STABLE” by CRISIL Limited, vide its letter dated January 03, 2020 and “[ICRA] AAA (STABLE)” by ICRA Limited vide its letter dated January 06, 2020 (collectively “Credit Rating Agency”). Instruments with this rating are considered to have the highest safety regarding timely servicing of financial obligations and carry lowest credit risk. The ratings are not a recommendation to buy, sell or hold the Debentures and Eligible Investors should take their own decision. The ratings may be subject to suspension, revision or withdrawal at any time by the assigned Credit Rating Agency. The Credit Rating Agency has a right to withdraw or revised the ratings at any time of the basis of factors such as new information or unavailability of information or other circumstances which the Credit Rating Agency believes may have an impact on its rating and each credit rating should be evaluated independent of any other rating. LISTING The Debentures are proposed to be listed on the wholesale debt market segment of the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). BSE is the Designated Stock Exchange for this Issue. DEEMED DATE OF ISSUE OPENING DATE ISSUE CLOSING DATE PAY-IN DATE ALLOTMENT January 10, 2020 January 10, 2020 January 14, 2020 January 14, 2020 TRUSTEES FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE KFin Technologies Private Limited SBICAP Trustee Company Limited Selenium Building, Tower B, Plot Nos. 31 & 32, Apeejay House, 6th Floor Financial District, Nanakramguda Serilingampally Mandal, 3.Dinshaw Wachha Road, Churchgate Hyderabad - 500032 Mumbai – 400020 Tel No. (040) 67161506 Tel No. (022) 43025555 Fax: (040) 67161567 Email: [email protected] Email:[email protected] PRIVATE PLACEMENT OFFER LETTER – SERIES XV FFor Private Circulation only FOR ADDRESSEE ONLY Private & Confidential DISCLAIMER GENERAL DISCLAIMER This Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. It is prepared in accordance with SEBI Debt Regulations and Companies Act, 2013. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This Private placement offer letter is not intended to be circulated to any person other than the Eligible Investors. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This private placement offer letter does not constitute and shall not be deemed to constitute an offer of the Debentures to the public in general. DISCLAIMER OF THE ISSUER This Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013. This Private Placement Offer Letter does not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by Indian Oil Corporation Limited (THE “ISSUER”). This Private Placement Offer Letter is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by the Issuer. This Bond issue is made strictly on private placement basis. Apart from this Private Placement Offer Letter, no offer document or prospectus has been prepared in connection with the offering of this Bond issue or in relation to the issuer. The Offer Letter is also in accordance with the SEBI Letter no. SEBI/DDHS/TD/OW/P/2019/32928/1 dated December 11, 2019 received vide DIPAM OM No. 3/2/2018- DIPAM-II (Vol.V) dated December 18, 2019 in terms of which the Green Shoe Option shall be exclusively reserved for the BHARAT Bond ETF at the same cut off yield of the base amount. This Private Placement Offer Letter is not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the Bonds issued by (THE “ISSUER”). This Private Placement Offer Letter has been prepared to give general information regarding Indian Oil Corporation Limited (THE “ISSUER”) to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party may require. Indian Oil Corporation Limited (THE “ISSUER”) believes that the information contained in this Private Placement Offer Letter is true and correct as of the date hereof. Indian Oil Corporation Limited (THE “ISSUER”) does not undertake to update this Private Placement Offer Letter to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with Indian Oil Corporation Limited (THE “ISSUER”). However, Indian Oil Corporation Limited (THE “ISSUER”) reserves its right for providing the information at its absolute discretion. Indian Oil Corporation Limited (THE “ISSUER”) accepts no responsibility for statements made in any advertisement or any other material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility. Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Bonds.