Draft Red Herring Prospectus Dated January 21, 2008 Please read Section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Building Issue JSW ENERGY LIMITED (Our Company was incorporated as Jindal Tractebel Power Company Limited under the Companies Act, 1956 on March 10, 1994. The name of our Company was changed to Jindal Thermal Power Company Limited on January 17, 2002. Subsequently the name of our Company was changed to JSW Energy Limited on December 7, 2005. For details of the change in our name, see “History and Certain Corporate Matters” on page [●] of this Draft Red Herring Prospectus.) Registered Office: Jindal Mansion, 5A, G. Deshmukh Marg, Mumbai 400 026, Maharashtra. Corporate Office: The Enclave, Behind Marathe Udyog Bhavan, New Prabhadevi Road, Prabhadevi, Mumbai 400025. Company Secretary and Compliance Officer: Mr. S Madhavan Tel: (91 22) 2423 8000; Fax: (91 22) 2432 0740; Email: [email protected]; Website: www.jsw.in PUBLIC ISSUE OF 63,225,000 EQUITY SHARES OF Rs. 10 EACH OF JSW ENERGY LIMITED (“JSWEL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [•] PER EQUITY SHARE) AGGREGATING UP TO Rs. [•] (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE OF 61,225,000 EQUITY SHARES TO THE PUBLIC AND A RESERVATION OF 2,000,000 EQUITY SHARES FOR ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 10.94% AND 10.59% RESPECTIVELY OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY.# # The Company is considering a Pre-IPO Placement of Equity Shares with various investors (“Pre-IPO Placement”). The Pre-IPO placement is at the discretion of the Company. The Company will complete the issuance and allotment of such Equity Shares prior to the filing the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Net Issue size of 10% of the post Issue paid-up capital being offered to the public. PRICE BAND: Rs. [—] TO Rs. [—] PER EQUITY SHARE OF FACE VALUE RS. 10 EACH THE FLOOR PRICE IS [•] TIMES THE FACE VALUE AND THE CAP PRICE IS [•] TIMES THE FACE VALUE A discount of [●] % to the Issue Price determined pursuant to completion of Book Building Process shall be offered to Retail Individual Bidders and Eligible Employees whose Bid Amount does not exceed Rs. 100,000 (“Retail Discount”). In case of revision in the Price Band, the Bidding/Issue Period will be extended by three additional days after revision of the Price Band subject to the Bidding /Issue Period not exceeding 10 working days. Any revision in the Price Band and the Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers and at the terminals of the Syndicate. In accordance with Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein not less than 60% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If not less than 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. A discount of [—]% to the Issue Price determined pursuant to completion of Book Building Process shall be offered to Retail Individual Bidders and Eligible Employees whose Bid Amount does not exceed Rs. 100,000. Payment Methods Payment Method -1@ Payment Method -2 Retail Individual Bidders, Non-Institutional Bidders and Eligible Amount Payable per Equity Employees Any Category Share (In Rs.) Face Value Premium Total Face Value Premium Total On Application [●] [●] [●] [●] [●]# [●]# By Due Date for Balance [●] [●]# [●]# Amount Payable - - - Total [●] [●]# [●]# [●] [●]# [●]# @ Non-Residents require the approval of RBI for subscribing to partly paid up Equity Shares and copy of such approval should be submitted along with the Bid-cum-Application Form. See page [●] for risks associated with Payment Method – 1 # Retail Discount of Rs. [●], if applicable, to be adjusted. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is [●] times of the face value and the cap price is [●] times of the face value. The Issue Price (as determined by our Company in consultation with the Book Running Lead Managers on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process and as stated in the section “Basis for Issue Price” on page [●] 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 in the Equity Shares of our Company 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 Issue 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 Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantees the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is drawn to the section titled “Risk Factors” on page [●] of this Draft Red Herring Prospectus. IPO GRADING This Issue has been graded by [●] as [●], indicating [●]. For details see “General Information” beginning on page [●] of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Issuer and the Issue that is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus 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 makes this Draft Red Herring Prospectus as a whole, or any information or the expression of any opinions or intentions, misleading in any material respect. LISTING ARRANGEMENT The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from NSE and BSE for the listing of our Equity Shares pursuant to their letters dated [●] and [●], respectively. For purposes of the Issue, the Designated Stock Exchange is [●]. BOOK RUNNING LEAD MANAGERS JM Financial Consultants Private Limited Kotak Mahindra Capital Company Limited ICICI Securities Limited 141, Maker Chambers III 3rd Floor, Bakhtawar ICICI Centre, H.T. Parekh Marg, Nariman Point 229 Nariman Point Churchgate, Mumbai 400 020 Mumbai 400 021 Mumbai 400 021 Tel: (91 22) 2288 2460 Tel: (91 22) 6630 3030 Tel: (91 22) 6634 1100 Fax: (91 22) 2882 6580 Fax: (91 22) 22047185 Fax: (91 22) 2283 7517 E-mail: [email protected] Email: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Website: www.icicisecurities.com Website: www.jmfinancial.in Website: www.kotak.com SEBI Registration No.: INM000011179 SEBI Registration No.: INM000010361 SEBI Registration No.: INM000008704 Contact Person: Ms. Apeksha Jain Contact Person: Ms. Poonam Karande Contact Person: Mr. Chandrakant Bhole REGISTRAR TO THE ISSUE Credit Suisse Securities (India) Private Limited Deutsche Equities India Private Limited IDFC - SSKI Private Limited* Karvy Computershare Private Limited 9 Floor, Ceejay House DB House, Hazarimal Somani Marg, 803-4 Tulsiani Chambers, Plot No. 17-24, Vittal Rao Nagar Plot F, Shivsagar Estate Fort, Mumbai 400 001 8th Floor, Nariman Point, Dr. Annie Besant Road, Worli Tel: (91 22) 6658 4600 Mumbai 400 021. Madhapur Mumbai 400 018 Fax: (91 22) 2200 6765 Tel: (91 22) 6638 3333 Hyderabad 500 081 Tel: (91 22) 6777 3777 E-mail: [email protected] Fax: (91 22) 2204 0282 Tel: (91 40) 2342 0815/ 2342 0816 Fax: (91 22) 6777 3820 Investor Grievance Id: [email protected] E-mail: [email protected] Fax: (91 40) 2342 0859 E-mail: [email protected] website: www.db.com/India Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] SEBI Registration No.: INM000010833 Website: www.sski.co.in Email: [email protected] Website: www.credit-suisse.com/asiapac/india/ Contact Person: Mr.