Preliminary Placement Document Not for circulation and strictly confidential Serial Number [●] June 30, 2014 ABAN OFFSHORE LIMITED Our Company was originally incorporated as Aban Loyd Chiles Offshore Limited on September 25, 1986 in Chennai, India under the Companies Act, 1956 and received the certificate of commencement of business on September 25, 1986. Subsequently our Company changed its name to Aban Offshore Limited with effect from July 27, 2006 pursuant to Section 21 of the Companies Act, 1956. The corporate identification number (“CIN”) of our Company is L01119TN1986PLC013473. Aban Offshore Limited (“AOL”, “Issuer” or our “Company”) is issuing up to [●] equity shares of face value of ` 2 each (the “Equity Shares”) at a price of ` [●] per Equity Share, including a premium of ` [●] per Equity Share, aggregating ` [●] million (the “Issue”). ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”), SECTION 42 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER. THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED This This Preliminary Placement Document is not an offer to sell any Equity UNDER THE SEBI REGULATIONS IN RELIANCE UPON CHAPTER VIII OF THE SEBI REGULATIONS AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER. THIS PRELIMINARY PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN ument. OR OUTSIDE INDIA OTHER THAN TO QIBs, AS DEFINED IN THE SEBI REGULATIONS. is is not an offer to the public or to any other class of investors to purchase the Equity YOU ARE NOT AUTHORIZED TO AND MAY NOT (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS THEY ARE gh the Placement Doc PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ “RISK FACTORS” ON PAGE 32 BEFORE MAKING AN INVESTMENT DECISION RELATING TO THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THIS PRELIMINARY PLACEMENT DOCUMENT. PROSPECTIVE INVESTORS OF THE EQUITY SHARES OFFERED SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE EQUITY SHARES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS PRELIMINARY PLACEMENT DOCUMENT YOU SHOULD is not permitted. n a private placement basis and CONSULT AN AUTHORISED FINANCIAL ADVISOR. All of our Company’s outstanding Equity Shares are listed on the BSE, the NSE and the MSE (collectively the “Stock Exchanges”). The closing price of the outstanding Equity Shares on the BSE and the NSE on June 27, 2014 was ` 752.05 and ` 760.90 per Equity Share, respectively. No transactions in Equity Shares of our Company currently take place on the MSE. In- principle approvals under Clause 24(a) of the Equity Listing Agreements (as defined hereinafter) for listing of the Equity Shares have been received on June 30, 2014 from the BSE, NSE and MSE. Applications shall be made for the listing of the Equity Shares offered through this Preliminary Placement Document to the Stock Exchanges. The Stock Exchanges assume no or or subscription responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be sale taken as an indication of the merits of our C ompany or the Equity Shares. , A copy of this Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereinafter)) has been delivered to the Stock Exchanges. A copy of the Placement Document (which will include disclosures prescribed under Form PAS-4) will also be delivered to the Stock Exchanges. Our Company shall also make the requisite filings with the Registrar of Companies, Tamil Nadu at Chennai (the “RoC”) and the Securities and Exchange Board of India (“SEBI”) within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Preliminary Placement Document has not been reviewed by SEBI, the Reserve Bank of India (the “RBI”), the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by the QIBs. This Preliminary Placement Document has not been and will not be registered as a prospectus with the RoC, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction. This Preliminary Placement Document has been prepared by our Company solely for providing information in connection with the Issue. Invitations for subscription of Equity Shares, pursuant to the Issue shall only be made pursuant to this Preliminary Placement Document together with the respective Application Form (as defined hereinafter). For further details, please see section titled “Issue Procedure” on page 124. The distribution of this Preliminary Placement Document or the disclosure of its contents without the prior consent of our Company to any person, other than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing restrictions and make no copies of this Preliminary Placement Document or any documents referred to in this Preliminary Placement Document. The information on the website of our Company or any website directly or indirectly linked to the website of our Company does not form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, any such website. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will not be offered or sold within the United States. The Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. For further details, please see section titled “Selling Restrictions” and “Purchaser Representations and Transfer Restrictions” on pages 134 and 144 respectively. or or buy the Equity Shares in any jurisdiction where such offer This Preliminary Placement Document is dated June 30, 2014. to GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER It is being issued for the sole purpose of information or discussion relating to the Equity Shares that may be Allotted throu . BOOK RUNNING LEAD MANAGERS of our Company The The information in this Preliminary Placement Document is not complete and may be changed. The Issue is meant only for QIBs o Shares Shares and is not soliciting an to offer subscribe CONTENTS NOTICE TO INVESTORS .................................................................................................................................. 1 REPRESENTATIONS BY INVESTORS .......................................................................................................... 3 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ............................................................................ 8 PRESENTATION OF FINANCIAL AND OTHER DATA ............................................................................. 9 INDUSTRY AND MARKET DATA................................................................................................................. 10 FORWARD-LOOKING STATEMENTS ........................................................................................................ 11 ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................. 12 EXCHANGE RATES ......................................................................................................................................... 13 DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 14 DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013 ............................................................................................................................................................ 20 SUMMARY OF BUSINESS .............................................................................................................................. 23 SUMMARY OF THE ISSUE ............................................................................................................................ 26 SELECTED FINANCIAL INFORMATION ................................................................................................... 28 RISK FACTORS