jsw techno projects management limited private … · 2019-03-12 · this private placement offer...

Serial No.______________

Issued to: ________________

JSW TECHNO PROJECTS MANAGEMENT LIMITED

Private Placement Offer Letter Non-convertible Debentures of INR 500 Crores

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Private Placement Offer Letter Private & Confidential – For Private Circulation Only

(THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS), THIS PRIVATE PLACEMENT OFFER LETTER IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 (AS AMENDED FROM TIME TO TIMEAND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES ACT, 2013 READ ALONGWITH THE COMPANES (ISSUE AND ALLOTMENT OF SECURITIES) RULES, 2014

JSW TECHNO PROJECTS MANAGEMENT LIMITED A public limited company incorporated under the Indian Companies Act, 1956

Date of Incorporation: May 4, 2010 CIN: U74900MH2010PLC202725

Registered Office: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India Contact Person: Mr. Sanjay Gupta, Company Secretary & Compliance Officer

Tel. No.: +91 22 4286 1000; Fax: +91 22 4286 3000; Email: [email protected] Website: www.jsw.in/jswtechno

Issue of 5,000 (Five Thousand); Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures each having a Face Value of INR 10,00,000/- (Indian Rupees Ten Lakhs only) (the "Debentures"), aggregating upto INR 500,00,00,000 (Indian Rupees Five Hundred Crores only) on a Private Placement Basis (the "Issue"), by JSW Techno Projects Management Limited (the "Issuer" / “Company”), in two series of:

Debenture Series Facility Amount Tenure Series A Series INR 250 crores 24 months Series B Series INR 250 crores 36 months

BACKGROUND This Private Placement Offer Letter is related to the Debentures to be issued by JSW Techno Projects Management Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The said issue of Debentures has been duly authorized by the Board of Directors and Members of the Company.

GENERAL RISK As the Offer/ Issue is being made on private placement basis, this Private Placement Offer Letter will be submitted to the Securities and Exchange Board of India (“SEBI”). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. The submission of this Private Placement Offer Letter to the stock exchange should not in any way be deemed or construed to mean that this Private Placement Offer Letter has been reviewed, cleared or approved by the stock exchange; nor does the stock exchange in any manner warrant, certify, or endorse the correctness or completeness or adequacy of any of the contents of this Private Placement Offer Letter. Specific attention of the investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Private Placement Offer Letter. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the offer/Issue including the risks involved.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Private Placement Offer Letter contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Private Placement Offer Letter 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 Private Placement Offer Letter as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING As at the date of this Private Placement Offer Letter, Brickwork Ratings India Private Limited has assigned a BWR A (SO) (Pronounced as BWR A) (Structured Obligations) (Outlook: Stable) rating for the issuance of Debentures. The BWR A (SO) rating indicates the adequate credit quality in terms of timely servicing of debt obligations. The credit rating letters dated February 15, 2019 issued by Brickwork Ratings India Private Limited is enclosed as Annexure 2 to this Private Placement Offer Letter.

The above rating is not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time

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in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. For details, please refer to paragraph on ‘Credit Rating’ mentioned elsewhere in this Private Placement Offer Letter.

OTHER PARTY TO THE ISSUE DEBENTURE TRUSTEE REGISTRAR TO ISSUE Catalyst Trusteeship Limited Address: Office No. 83 - 87, 8th Floor, B' Wing, Mittal Tower, Nariman Point, Mumbai - 400021. Tel No. +91 (022) 4922 0555, +91 9967 4048 38 Website: www.catalysttrustee.com

Karvy Computershare Private Limited Address: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Tel: 040-67162222 to 24 Fax: 040-23001153 Website: www.karvy.com

CREDIT RATING AGENCY LISTING EXCHANGE Brickwork Ratings India Private Limited Address:3rd Floor, Raj Alkaa Park, 29/3 & 32/2, Kalena Agrahara, Bannerghatta Road, Bangalore – 560 076 Tel No. 080 – 40409940; Fax: 080 - 40409941 Website: www.brickworkratings.com

BSE Limited Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Tel No. +91 22 22721233; Fax: +91 22 22721919 Website: www.bseindia.com

Issue Schedule* Issue Opens On : March 5, 2019 Issue Closes On : March 5, 2019 Deemed Date of Allotment : March 6, 2019

*Issuer reserves the right to change the issue schedule including the open date and/ or close date for subscription and thedeemed date of allotment, at its sole discretion, without giving any reason or prior notice.

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Private Placement Offer Letter

Private & Confidential – For Private Circulation Only

TABLE OF CONTENTS

SECTION I: NOTICE TO INVESTORS AND DISCLAIMERS………………………………………………………..5

SECTION II: DEFINITIONS AND ABBREVIATIONS ................................................................................................. 9

SECTION III: RISK FACTORS....................................................................................................................................... 14

SECTION IV: DISCLOSURE AS PER SEBI REGULATIONS ................................................................................... 38

SECTION V: DISCLOSURE AS PER COMPANIES ACT, 2013 (FORM PAS 4) ..................................................... 68

DECLARATION ................................................................................................................................................................ 75

ANNEXURE 1: SUMMARY TERM SHEET ......................................................................................................................

ANNEXURE 2: CREDIT RATING LETTER FROM BRICKWORK RATINGS INDIA PRIVATE LIMITED .......

ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE .......................................................................

ANNEXURE 4: APPLICATION FORM .............................................................................................................................

ANNEXURE 5: FINANCIAL INFORMATION .................................................................................................................

ANNEXURE 6: RELATED PARTY TRANSACTIONS ....................................................................................................

ANNEXURE 7: INPRINCIPLE APPROVAL FROM STOCK EXCHANGE(S) ............................................................

ANNEXURE 8: INDICATIVE CASHFLOW SCHEDULE ...............................................................................................

ANNEXURE 9: STATEMENT CONTAINING PARTICULARS OF, DATES OF, AND PARTIES TO ALL MATERIAL CONTRACTS AND AGREEMENTS ...........................................................................................................

ANNEXURE 10: RESOLUTIONS ........................................................................................................................................

ANNEXURE 11: OTHER DIRECTORSHIP OF THE DIRECTORS OF THE COMPANY ........................................

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SECTION I: NOTICE TO THE INVESTORS AND DISCLAIMERS GENERAL DISCLAIMER This Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus under the Act. This Disclosure Document has not been submitted to or approved by the Securities and Exchange Board of India (“SEBI”) and has been prepared by the Company in conformity with the extant SEBI Regulations and the Act. This Issue of Debentures, which are to be listed on the WDM, is being made strictly on a private placement basis. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or an invitation to the public to subscribe to the Debentures. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and a recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each potential investor contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Company and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of an investment to the investor's particular circumstances. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Disclosure Document or in any material made available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Disclosure Document and the contents hereof are addressed only to the intended recipients who have been addressed directly and specifically through a communication by the Company. All potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those potential investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being made to any person other than the investor to whom this Disclosure Document has been sent. Any application by a person to whom this Disclosure Document has not been sent by the Company may be rejected without assigning any reason. Save and except as provided below, you shall not and are not authorised to: (1) deliver this Disclosure Document to any other person; or (2) reproduce this Disclosure Document, in any manner whatsoever. Any distribution or reproduction or copying of this Disclosure Document in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Disclosure Document is unauthorised. Failure to comply with this instruction may result in a violation of applicable laws of India and/or other jurisdictions. This Disclosure Document has been prepared by the Company for providing information in connection with the proposed Issue. The Company does not undertake to update this Disclosure Document to reflect subsequent events after the date of this Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Disclosure Document nor the issue of any Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company since the date thereof. This Issue is a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue in any jurisdictions other than India. Hence, this Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. This Disclosure Document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or regulation. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. This Disclosure Document is made available to potential investors in the Issue on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise, other than their affiliates, potential financing sources, professional advisors and consultants. It is the responsibility of allottees of these Debentures to also ensure that they/it will transfer these Debentures in strict accordance with this Disclosure Document and other applicable laws.

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DISCLAIMER IN RESPECT OF JURISDICTION This issue has been/will be made in India to investors as specified under clause “Eligible Investors” of this Private Placement Offer Letter, who shall be specifically approached by the Issuer. This Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this issue will be subject to the jurisdiction of the courts of Mumbai. This issue is made in India to person’s resident in India. This Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe to the debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. DISCLAIMER OF THE ISSUER 1) The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer Letter including but

not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Private Placement Offer Letter. Each prospective investor should make its own independent assessment of the merit of the investment in Debentures and the Issuer. Prospective investor should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investor's particular circumstance. Prospective investors are required to 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 such instruments.

2) The Issuer confirms that, as of the date hereof, this Private Placement Offer Letter (including the documents

incorporated by reference, if any) contains all information that is material in the context of the issue, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made not misleading. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Private Placement Offer Letter or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. Persons into whose possession this Private Placement Offer Letter comes are required by the Issuer to inform themselves about and observe any such restrictions. The sale or transfer of these debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

3) The Issuer confirms that all information considered adequate and relevant about the issue and the Issuer has been made

available in this Private Placement Offer Letter for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever. The Issuer accepts no responsibility for statements made otherwise than in this Private Placement Offer Letter or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

4) The Issuer does not undertake to update the Private Placement Offer Letter to reflect subsequent events after the date

of the Private Placement Offer Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

5) Neither the delivery of this Private Placement Offer Letter nor any issue of debentures made hereunder shall, under any

circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Private Placement Offer Letter has been filed with the BSE in terms of the SEBI Regulations, as amended from time to time. It is to be distinctly understood that submission of this Private Placement Offer Letter to the BSE should not in any way be deemed or construed to mean that this Private Placement Offer Letter has been reviewed, cleared or approved by the BSE nor does that the BSE in any manner warrant, certifies or endorse the correctness or completeness of any of the contents of this Private Placement Offer Letter, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its Promoters, its Management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any debentures of this Issuer may do so pursuant to independent

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inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA (‘SEBI’) As per the provisions of SEBI Debt Regulations / Companies Act read along with the Companies (Prospectus and Allotment of Securities) Rules, 2014, it is not stipulated that a copy of this Private Placement Offer Letter be filed with or submitted to SEBI for its review / approval. Accordingly, a copy of this Private Placement Offer Letter has not been filed with SEBI. It is to be distinctly understood that this Private Placement Offer Letter should not in any way be deemed or construed to have been approved or vetted by SEBI. The debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. SEBI does not take any responsibility either for the financial soundness of any proposal for which the debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer Letter. The issue of debentures being made on a private placement basis, filing of this document is not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Private Placement Offer Letter. DISCLAIMER OF THE CREDIT RATING AGENCY The ratings of the credit rating agency should not be treated as a recommendation to buy, sell or hold the rated debt instruments. the credit rating agency’s ratings are subject to a process of surveillance which may lead to a revision in ratings. please visit credit rating agency’s website (www.brickworkratings.com) or contact credit rating agency’s office for the latest information on credit rating agency’s ratings. All information contained herein has been obtained by the credit rating agency from sources believed by it to be accurate and reliable. although reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and the credit rating agency in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. all information contained herein must be construed solely as statements of opinion and credit rating agency shall not be liable for any losses incurred by users from any use of this publication or its contents. TRUSTEE'S DISCLAIMERS I) Debenture Trustee or their agents or advisers associated with the debt issue does not undertake to review the financial

condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer Letter or shall not have any responsibility to advise any investor or prospective investor in the debentures of any information available with or subsequently coming to the attention of the debenture trustee, agents or advisors.

II) The Debenture Trustee and their agents or advisors associated with the debt issue have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by debenture trustee as to the accuracy or any other information provided by the Issuer. Accordingly, Debenture Trustee associated with the issue shall have no liability in relation to the information contained in this Private Placement Offer Letter or any other information provided by the Issuer in connection with the issue.

III) Trustees to the issue are neither a principal debtor nor a guarantor of the debentures. ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with National Securities Depositories Limited for the issue of the Debentures in dematerialised form. The investor will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the investor with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date of Allotment in accordance with the EBP Circular. CAUTIONARY NOTE The investors have agreed that they, (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of subscribing the debentures; (ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding the debentures, except as included in the Private Placement Offer Letter, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the debentures, (v) have made

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their own investment decision regarding the debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the debentures, and (vii) understand that, by purchase or holding of the debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the debentures, including the possibility that they may lose all or a substantial portion of their investment in the debentures. neither this Private Placement Offer Letter nor any other information supplied in connection with the issue of debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer Letter should not consider such receipt as a recommendation to purchase any debentures. each investor contemplating purchasing any debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. This Private Placement Offer Letter is made available to potential investors on the strict understanding that it is confidential. recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the debentures.

FORCE MAJEURE The Issuer reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Issuer will refund the application money, if any, collected from the potential investors / applicants in respect of the Issue without assigning any reason.

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SECTION II: DEFINITIONS AND ABBREVIATIONS General terms

Term Description Act The Companies Act, 2013 (to the extent notified as being effective) or the

Companies Act, 1956 (to the extent still applicable), as the case may be (including all rules, circulars and clarifications, issued pursuant thereto, from time to time).

Affiliate in relation to any person: a) (in relation to an entity) a Subsidiary of that person or a Holding Company

of that person or any other Subsidiary of that Holding Company; and b) (in relation to an individual) a relative (as defined in the Act) of that person

or any entity controlled by that person Allot/ Allotment / Allotted Unless the context otherwise requires or implies, the allotment of debentures

pursuant to the Issue to the successful applicants. Articles of Association/ Articles The Articles of Association of the Issuer, as amended from time to time. BSE BSE Limited BSE Exchange Day a day (other than a Saturday or a Sunday) on which BSE is open for trading of

shares. Beneficial Owner(s) Holder(s) of the Debenture(s) which is in dematerialized form (Beneficial Owner

of the Debenture(s) as defined in clause (a) of subsection of Section 2 of the Depositories Act, 1996).

Board/ BoD/ BOD Board of Directors of the Issuer and includes any authorized Committee, formed or to be formed in this regard.

Brother Group The group of companies managed by Mr. P.R. Jindal, Mr. Ratan Jindal and Mr. Naveen Jindal and their respective families.

Business Day shall means a day (other than a Saturday or a Sunday) on which banks are open for general business in Mumbai.

CDSL Central Depository Services (India) Limited Debenture(s) / NCDs 5,000 (Five Thousand); Rated, Listed, Zero Coupon, Redeemable, Non-

Convertible Debentures each of a face value of INR 10,00,000 (Rupees Ten Lakhs only) aggregating to not more than INR 500,00,00,000 (Rupees Five Hundred Crores only), to be issued by the Issuer in two series as detailed in this Private Placement Offer Letter.

Debenture Holder(s) / Investors the persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners, and “Debenture Holder” means each such person.

Debenture Trustee Agreement the debenture trustee agreement executed between the Company and the Debenture Trustee.

Debenture Trust Deed The Debenture Trust Deed dated on and around the date of this Private Placement Offer Letter executed between the Issuer and the Debenture Trustee setting out the roles and responsibilities of the Debenture Trustee in connection with this issuance of Debentures .

Deemed Date of Allotment means the deemed date of allotment of the Debentures as set out in the Private Placement Offer Letter, being the Pay In Date.

Debenture Redemption Reserves Debenture redemption reserves account created by the Issuer in accordance with the provision of the Act and any rules framed thereunder and in accordance with the provisions of its MOA & AOA.

Debenture Trustee / Trustees Catalyst Trusteeship Limited Depository Act The Depository Act, 1996, as amended from time to time. Depository A depository registered with SEBI under SEBI (Depository and Participants)

Regulations, 2018, as amended from time to time with which the Issuer has made arrangement for dematerializing the Debentures.

Depository Participant/ DP A Depository Participant as defined under the Depository Act. DP ID Depository Participant Identification Number

Early Redemption Amount in respect of a Debenture on an Early Redemption Date an amount equal to the Accelerated Amount as defined in the Debenture Trust Deed.

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Term Description Early Redemption Date any date prior to the Final Redemption Date on which any Debentures are

required to be redeemed in accordance with this Deed pursuant to the occurrence of: 1. an illegality as set out in Paragraph 5.1 (Illegality) of Schedule 1 (Terms and

Conditions); 2. an FPI Redemption Event; or 3. an Event of Default, in relation to which an acceleration notice under Clause

10.24 (a) has been issued by the Debenture Trustee. EBP Electronic Bidding Platform EBP Circular the circular titled ‘Electronic book mechanism for issuance of securities on

private placement basis’ (SEBI/HO/DDHS/CIR/P/2018/05) dated 5 January 2018 issued by SEBI, the circular titled ‘Updated Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism’ dated 24 April 2018 issued by SEBI together with the circular titled ‘Detailed Operating Guidelines for BSE BOND platform’ dated 28 March 2018 issued by the Exchange (each, as amended or modified from time to time)

Eligible Investors Companies incorporated under the provisions of the Act and FIIs / FPIs

FII Foreign institutional investors registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 (as amended from time to time).

Final Redemption Date means: 1. in relation to the Series A Debentures, the date falling twenty-four months

after the Deemed Date of Allotment; and 2. in relation to the Series B Debentures, the date falling thirty six months after

the Deemed Date of Allotment. FPI Foreign Portfolio Investors registered with SEBI under the Securities and

Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 (as amended from time to time).

FPI Redemption Event means the occurrence of both of the following events: a) the Company failing to list any Series of Debentures (or part thereof) on

the Wholesale Debt Market segment of the BSE within 15 days from the Deemed Date of Allotment; and

b) any Debenture Holder (who is an FPI and an initial subscriber to the Debentures) and for compliance with the regulations and circulars issued by the RBI and SEBI, is required to sell the Debentures held by such Debenture Holder but does not sell those Debentures to any eligible investor as contemplated under the regulations and circulars issued by the RBI and SEBI.

INR/Rs. The lawful currency of the Republic of India. Issuer / Company JSW Techno Projects Management Limited Issue/ Offer/ Offering Issuance of 5,000 (Five Thousand) Rated, Listed, Zero Coupon,Redeemable,

Non-Convertible Debentures each having a face value of Rs.10,00,000 (Rupees Ten Lakhs only) aggregating upto INR 500,00,00,000 (Rupees Five Hundred Crores only), issued in two series as detailed in this Private Placement Offer Letter, on a private placement basis.

JSW Energy a company incorporated under the provisions of the (Indian) Companies Act, 1956 with corporate identification number L74999MH1994PLC077041 and having its registered office at JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai 400 051, India.

JSW Energy Shares the fully paid up equity shares of a nominal value of INR 10 each issued by JSW Energy (Bloomberg ticker: JSW IN Equity).

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Term Description JSW Steel a company incorporated under the provisions of the (Indian) Companies Act,

1956 with corporate identification number L27102MH1994PLC152925 and having its registered office at JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai 400 051, India.

JSW Steel Shares the fully paid up equity shares of a nominal value of INR 1 each issued by JSW Steel (Bloomberg ticker: JSTL IN Equity).

Listing Agreement means the agreement entered into between the Company and the BSE for the purpose of listing the Debentures on the Wholesale Debt Market Segment of the BSE.

Mandatory Redemption Amount means, in respect of each Debenture being prepaid on a Mandatory Redemption Date in accordance with the Terms and Conditions, an amount equal to the sum of the (a) Accrued Amount and (b) Break Costs as mentioned in Debenture Trust Deed.

Mandatory Redemption Date the date falling 2 Business Days after the date of occurrence of a Mandatory Redemption Event.

Mandatory Redemption Event means the occurrence of any of the following on a Calculation Date: a) a Delisting Event; b) a Tender Offer Event; c) a JE Share Price Event A; d) a JE Share Price Event B; e) a JE Share Price Event C; f) a JS Share Price Event A; g) a JS Share Price Event B; h) a JS Share Price Event C; i) a JS Share Price Event D; or j) a Group Debt Event. k) any application or petition for commencement of an insolvency

resolution process in relation to any Operating Company has been admitted by any relevant Governmental Agency under the IBC or any analogous law or regulation.

as detailed in the Debenture Trust Deed. Memorandum of Association / Memorandum / MOA

The Memorandum of Association of the Issuer, as amended from time to time.

Nominal Value INR 10,00,000 (Rupees Ten Lakhs Only) being the nominal value of each Debenture.

NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited Obligors the Company and each Pledger and “Obligor” means any of them. PAN Permanent Account Number issued by Income Tax Authority of India Pledgors The following the Original Pledgors:

(1) Vividh Finvest Private Limited (2) JSW Techno Projects Management Limited; (3) Indusglobe Multiventures Private Limited; and (4) JSW Investments Private Limited

including any acceding pledgor(s) Pledge Agreement The Pledge Agreement dated on and around the date of this Private Placement

Offer Letter entered between the Pledgors and the Debenture Trustee, for the pledge of Shares by the Pledgors in favour of the Debenture Trustee

Pledge Powers of Attorney each irrevocable power of attorney executed by a Pledgor in favour of the Debenture Trustee pursuant to the Pledge Agreement.

Powers of Attorney means each Pledge Power of Attorney.

Rating Agency Brickwork Ratings India Private Limited RBI Reserve Bank of India

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Term Description Registrar and Transfer Agent / R&T Agent

Karvy Computershare Private Limited

Record Date In respect of a Debenture, the day falling 1 Business Days before the Redemption Date of that Debenture.

Redemption Amount in respect of each Debenture: a) on an Early Redemption Date, the Early Redemption Amount; b) on a Mandatory Redemption Date, the Mandatory Redemption Amount; c) on a Voluntary Redemption Date, the Accrued Amount; and d) on the Final Redemption Date, the Accrued Amount.

As detailed in the Debenture Trust Deed Redemption Date means the Final Redemption Date, a Mandatory Redemption Date, an Early

Redemption Date or a Voluntary Redemption Date, as the case may be ROC Registrar of Companies, Mumbai, Maharashtra Series A Debenture means up to 2,500 (Two Thousand and Five Hundred) Rated, Listed, Zero

Coupon, Redeemable, Non-Convertible Debentures each having a face value of Rs.10,00,000 (Rupees Ten Lakhs only) aggregating to not more than INR 250,00,00,000 (Rupees Two Hundred and Fifty Crores only) denominated as Series A Debentures

Series B Debenture means up to 2,500 (Two Thousand and Five Hundred) Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures each having a face value of Rs.10,00,000 (Rupees Ten Lakhs only) aggregating to not more than INR 250,00,00,000 (Rupees Two Hundred and Fifty Crores only) denominated as Series B Debentures

SEBI Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Debt Regulation Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time).

Share Price means, on a Calculation Date: a) in respect of a JSW Energy Share, the closing price of a JSW Energy Share

on the NSE on that Calculation Date (or, where the Calculation Date is not a Trading Day, the immediately prior Trading Day); and

b) in respect of a JSW Steel Share, the closing price of a JSW Steel Share on the NSE on that Calculation Date (or, where the Calculation Date is not a Trading Day, the immediately prior Trading Day).

Special Resolution A resolution passed by the Debenture-holders (whether at the Meeting or by way of circular) with the approval of such number of Debenture Holders whose participation or share in the principal amount(s) outstanding with respect to this Debenture aggregate to more than 66.67% of the value of the nominal amount of Debenture for the time being outstanding or as may be specified under the Act

TDS Tax Deducted at Source Trading Day Shall mean a day (other than a Saturday or a Sunday) on which NSE is open for

trading of the Shares Transaction Document The Document executed or to be executed in relation to the issuance to this

Debentures namely (i) this Private Placement Offer Letter (ii) the Debenture Trust Deed (iii) the Debenture Trustee Agreement (iv) each Security Document; (v) any other document that may be designated as a Transaction Document by the Debenture Trustee and the Company and“Transaction Document” means any of them.

Terms defined in this Private Placement Offer Document are to be read along with the Debenture Trust Deed that have been executed by the Company in the context of Debentures. Unless a contrary indication appears, a term used in any other Transaction Document or in any notice or certificate given under or in connection with any Transaction Document has the same meaning given to it in that relevant Transaction Document, notice or certificate as in the Debenture Trust Deed.

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SECTION III: RISK FACTORS An investment in the Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Prospective Investors should be experienced with respect to transactions in instruments such as the Debentures. Prospective Investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of, (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances; and (b) the information set out in this Private Placement Offer Letter. The Debentures may decline in value and Investors should note that, whatever be their investment in the Debentures, the cash amount due at maturity will be an amount such as to provide the yield to maturity to the Investors as per the terms of this Issue. More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue. Each investor must rely on its own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Risks in relation to the Debentures 1. Taxation

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses.

Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.

2. Interest Rate Risk

All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is a function of the existing coupon/yield to maturity, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures.

3. The Debentures may be Illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. As specified in this Private Placement Offer Letter, an application has been made to list the Debentures on the Whole Sale Debt Market segment of the BSE and an in-principle approval has been obtained. If the Debentures are so listed or quoted or admitted to trading on the BSE no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading.

The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realize value for the Debentures prior to redemption of the Debentures.

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4. Downgrading in credit rating The Debentures have been rated by the Credit Rating Agency as having BWR A (SO) (Pronounced as BWR A) (Structured Obligations) (Outlook: Stable) rating for the issuance of Debentures for an aggregate amount of INR 500,00,00,000 (Rupees Five Hundred Crores only).

The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debts.

5. The Issuer has limited sources of funds to fulfil its obligations under the Debentures

If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures, the Issuer may not have sufficient funds to make payments on the Debentures, and the Debenture Holders may incur a loss on the Debenture amount and redemption premium. The ability of the Issuer to meet its obligations to pay any amounts due to Debenture-holders under the Debentures will ultimately be dependent upon funds being received from internal accruals and/or borrowings. The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments.

6. The Collateral Cover is subject to market conditions and performance by the Operating Company

Collateral Cover is directly linked to the price of the Pledged Shares. These shares are listed on the BSE and NSE and therefore, subject to market volatility and the Collateral Cover may accordingly change. Further, the value of shares and therefore, the Collateral Cover may also be affected by the factors set out below in “Risks in relation to JSW Energy” and “Risks in relation to JSW Steel”.

7. Future legal and regulatory obstructions

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the Debentures.

Further, the SEBI, the other relevant regulatory authorities may require clarifications on this Private Placement Offer Letter, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected.

Further, the exercise by the Debenture Trustee of the powers and remedies conferred on them respectively under the Debentures, and the other Transaction Documents, or otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

8. Political instability or changes in the government could delay further liberalization of the Indian economy and

adversely affect economic conditions in India generally Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the central and state governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime.

9. The Debentures may not be a suitable investment for all investors.

Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition. These risks may include, among others, equity market risks, bond market risks, interest rate risks, market volatility and economic, political and regulatory risks and any combinations of these and other risks.

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10. Delays in court proceedings in India In the event any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.

11. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and

other liabilities preferred by law The Pledgors will be applying for no-objection certificates from the income tax authorities under section 281 of the Income Tax Act, 1961 in respect of the security to be created for the Debentures. There is no guarantee that such no-objection certificates will be granted, and if such certificates are not available prior to creation of the security, the assets subject to the security may be subject to prior claims by the income tax authorities.

12. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business (including workmen’s dues). Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses.

13. Receipt of coupon or principal is subject to the credit risk of the Issuer. Investors should be aware that the receipt of any coupon payment and principal amount at maturity is subject to the credit risk of the Issuer. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures.

14. Our business

Our business is dependent on the steel industry and steel industry is cyclical in nature and the performance of the Company, including operating margin, is affected by a variety of factors, including demand and supply of steel products and domestic and global economic conditions and various external factors including central and state government policies, incentives, budgetary allocations and other resources provided by third parties such as our clients, suppliers, contractors, buyers, employees, vendors, etc. Any adverse change in the focus or policy framework of the government or any association or dis-association with any of the Issuer’s client, suppliers, contractors, buyers, employees, vendors, could adversely affect the Issuer’s business including existing projects and opportunities to secure new projects. Further, the Issuer is setting up an oxygen plant and may in the future look to expand its operations or diversify its business in other allied sectors, which may not fetch the Issuer desired results in terms of revenue and returns. The projects may be subject to delays, extensive internal processes, policy changes, and insufficiency of funds. Further there are a number of factors, which the management of the Issuer may not be able to predict at this moment, many of which will be beyond our control, that could cause actual conditions, events, or results to differ significantly from those estimated or projected by the Issuer.

Risk Factors in relation to JSW Steel

1. The steel industry is cyclical in nature and the JSW Steel’s performance, including operating margin, is affected

by a variety of factors, including demand and supply of steel products and domestic and global economic conditions. The steel industry, like most capital intensive commodity industries, is cyclical in nature. Global steel production has fluctuated significantly in recent years depending upon demand and supply in the industry. Steel prices fluctuate based on a number of factors, such as the availability and cost of raw material inputs, steel demand, worldwide production and capacity, fluctuation in the volume of steel imports/exports, transportation costs, protective trade measures and various social and political factors in the economies in which the steel producers sell their products, and are sensitive to the trends of particular industries, such as the automotive, construction, packaging, appliance, machinery, equipment and transportation industries, which are among the biggest consumers of steel products. Moreover, the industries in which a large proportion of the JSW Steel’s customers operate, such as the automotive, construction and oil and gas industries,

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are also cyclical in nature, and this too can result in adverse fluctuations in the demand for, and prices of, the JSW Steel’s steel products. The JSW Steel’s operating margins are substantially affected by variations in the realised sales prices of the JSW Steel’s products, which, in turn, are influenced by a variety of factors, including fluctuations in demand and supply of steel products domestically and internationally, general economic conditions, movements in the international prices of steel products, capacity expansion by major producers, purchases made by traditional bulk steel end users or their customers and slowdowns in basic manufacturing industries. Further, demand for the raw materials necessary for the production of steel products, such as iron ore and coal, is generally correlated with the demand for steel products. The availability and price of key raw materials also affect the JSW Steel’s operating margins. The JSW Steel sells the majority of its products to the domestic market, with Indian customers accounting for approximately 74 per cent and 77 per cent of the JSW Steel’s sales of products on a consolidated basis for the year ended 31 March 2017 and 31 March 2018, respectively. The JSW Steel may be affected by significant downturns and disruptions in the Indian as well as the global market for a sustained period, which may be reflected in steep and sustained reductions in the price of steel in India. For example, the JSW Steel’s profitability in fiscal year 2016 was adversely impacted due to such reduction in the price of steel. In 2017, the global steel consumption increased by 4.7 per cent. Steel consumption in India increased by 7.9 per cent in FY 2018. A low base-effect of 2016, along with improved steel consumption in China and investment-led recovery in advanced economies were the key factors driving this momentum. In case of any lower growth or lower public spending on infrastructure in Europe or in the United States, or reductions in growth of emerging economies that are substantial consumers of steel (such as China and India, as well as emerging Asian markets, the Middle East and the Commonwealth of Independent States regions) would have a material adverse effect on the steel industry. There can be no assurance that the future global events will not have an adverse effect on the Indian economy and the JSW Steel’s business, financial condition and results of operations.

2. The steel industry is characterised by heavy reliance on and volatility in the prices of raw materials, including mismatches between trends in prices for raw materials as well as limitations on or disruptions in the supply of raw materials, which could adversely affect the JSW Steel’s profitability. The primary raw materials that the JSW Steel uses in the production of steel are iron ore and coal. In addition, the JSW Steel’s operations require substantial amounts of other raw materials and utilities, including various types of limestone, alloys, refractories, oxygen, fuel and gas. The cost of raw materials consumed accounted for the single largest component of the JSW Steel’s cost base and amounted to approximately 53.5 per cent and 55.2 per cent of consolidated total revenue for the year ended 31 March 2017 and 31 March 2018, respectively. The price and availability of raw materials may be adversely affected by a number of factors that are beyond the JSW Steel’s control, including interruptions in production by suppliers, demand for raw materials; supplier allocation to other purchasers, price fluctuations and transport costs, among others. In the event that the JSW Steel is unable to procure raw materials in sufficient quantities, at acceptable prices, in a timely manner, or at all, the JSW Steel’s operations may be disrupted, resulting in a reduction of production volumes or complete cessation of production. Any such disruption may adversely impact the JSW Steel’s business, financial condition and results of operations. In the past, iron ore mining activities of the Group in the state of Karnataka which houses its major facilities were suspended due to certain environmental violations. Any such suspensions could affect the quantity and quality of iron ore available to the Group. While the Group’s technological competence to convert low grade iron-ore to higher grade has helped it in meeting its raw material requirements in the past, there can be no assurance that any future suspensions would not have a material adverse effect on the Group’s business, financial condition and results of operations. The JSW Steel may be at a comparative disadvantage to more integrated competitors who have secure or more diversified sources of key raw materials. Any shortage or termination in supply of raw materials may lead to partial or full closure of the JSW Steel’s facilities, thereby adversely impacting its production schedules and output. Further, any disruption in the JSW Steel’s suppliers’ operations may result in unavailability of raw materials to the JSW Steel and a disruption to its operations. In recent years, many steel companies have been focused on acquiring raw materials around the world in an effort to limit their exposure to the volatility and instability of the markets for raw materials. To the extent such companies use these raw materials in their own steel production, these acquisitions will further limit the supply of these raw materials available for purchase in the global markets. Any prolonged interruption in the supply of raw materials or energy, or

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failure to obtain adequate supplies of raw materials or energy at reasonable prices or at all, or increases in costs which the JSW Steel cannot pass on to its customers, could have a material adverse effect on its business, financial condition, results of operations or prospects. The JSW Steel is also susceptible to sustained upward movements in the cost of key raw materials and any significant increase in the prices of raw materials would increase the JSW Steel’s manufacturing costs and adversely affect its business, financial condition and results of operations.

3. Overcapacity and oversupply in the global steel industry may adversely affect the JSW Steel’s profitability. The JSW Steel’s competitiveness and long-term profitability are, to a significant degree, dependent upon its ability to optimise capacity utilisation and maintain low-cost and efficient production relative to competitors. Due to the high fixed costs related to steel production, steel producers generally attempt to maintain high capacity utilisation rates in order to maintain their profitability. During periods of declining demand, this may result in a significant oversupply of steel and a corresponding decline in steel prices. During periods of economic weakness, such as is currently being experienced, overcapacity has increased due to weaker demand for steel. Global steelmaking capacity currently exceeds global consumption of steel products. This excess capacity often results in manufacturers exporting significant amounts of steel and steel products at prices that are at or below their costs of production. In addition, oversupply may result in decreased steel prices as well as lower utilisation rate. A lower utilisation rate would also affect the JSW Steel’s fixed costs, which cannot be fully reduced in line with production, leading to a higher per unit cost. A decrease in the JSW Steel’s utilisation rate could have a material adverse effect on its business, financial condition and results of operations.

4. If industry-wide steel inventory levels are high, customers may draw from inventory rather than purchase new products, which would adversely affect the JSW Steel’s revenue and profitability. Above-normal industry inventory levels can cause a decrease in demand for the JSW Steel’s products and thereby adversely impact its revenue. High industry-wide inventory levels of steel reduce the demand for production of steel because customers can draw from inventory rather than purchase new products. This reduction in demand could result in a corresponding reduction in prices and sales, both of which could contribute to a decrease in profitability. Industry-wide inventory levels of steel products can fluctuate significantly from period to period.

5. The JSW Steel may not be able to successfully implement, sustain or manage its organic growth strategy. The JSW Steel’s organic growth strategy includes completion of brownfield expansion projects, capacity enhancement through the establishment of new greenfield projects, such as in the state of West Bengal, Orissa and Jharkhand, increasing focus on forward and backward integration, diversifying its product profile, prudent management of its financial position and investing in technology to improve cost efficiency and reduce wastage. However, there can be no assurance that the JSW Steel will be able to implement, sustain or manage this strategy successfully or that it will be able to expand further successfully. If the JSW Steel grows its business too rapidly or fails to make proper assessments of credit risks associated with acquisitions or its investments in other companies, it may become significantly exposed to debt incurred for the purpose of the acquisitions or investments, which would have a negative impact on the JSW Steel’s financial condition. While the JSW Steel has been expanding its steelmaking capacity at Vijayanagar Works, Dolvi plant and other facilities, this increased production capacity, combined with weakening demand primarily due to the protracted slowdown of the global economy, may result in production overcapacity in the global and domestic steel industry. Overcapacity in the global steel industry may intensify if global economy goes into a recession or if demand from developing countries does not meet the recent growth in production capacity. If the JSW Steel is unable to achieve optimal capacity utilisation with its new or expanded facilities, there could be a material adverse effect on its business, financial condition and results of operations.

6. The JSW Steel’s expansion plans require significant expenditure and, if it is unable to obtain the necessary funds for expansion, the JSW Steel’s business may be adversely affected. The JSW Steel has already invested and proposes to continue to make significant investments towards improving and increasing its existing capacity at certain of its facilities. The JSW Steel will need significant additional capital to finance its expansion plans. To the extent that the JSW Steel’s capital expenditure requirements exceed its available resources, the JSW Steel will be required to seek additional debt or equity financing. Additional debt financing could increase the JSW Steel’s interest costs and require it to comply with additional restrictive covenants in its financing agreements.

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The JSW Steel’s ability to finance its capital expenditure plans is subject to a number of risks, contingencies and other factors, some of which are beyond its control, including tariff regulations, borrowing or lending restrictions, if any, imposed by the RBI or other regulatory or government organisations and general economic and capital markets conditions. Furthermore, adverse developments in the Indian and international credit markets may significantly increase the JSW Steel’s debt service costs and its overall costs of funds. Even though a substantial portion of the required debt is already committed for the expansion projects, there can be no assurance that the JSW Steel will be able to raise additional financing on acceptable terms in a timely manner or at all. The JSW Steel’s failure to renew existing funding or to obtain additional financing on acceptable terms in a timely manner could materially and adversely impact the JSW Steel’s planned capital expenditure, business and profitability. In the event of adverse market conditions, or if actual expenditure exceeds planned expenditure, the JSW Steel’s external financing activities and internal sources of liquidity may not be sufficient to support current and future expansion plans, and the JSW Steel may be forced to, or may choose to, delay or terminate the expansion of the capacity of certain of its facilities, the construction of new facilities or the acquisition of new businesses. The JSW Steel’s ability to arrange external financing and the cost of such financing, as well as the JSW Steel’s ability to raise additional funds through the issuance of equity, equity-related or debt instruments in the future, is dependent on numerous factors. These factors include general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investor confidence in the JSW Steel, the success of the JSW Steel, provisions of tax and securities laws that may be applicable to the JSW Steel’s efforts to raise capital, the political and economic conditions in the geographic locations in which the JSW Steel operates, the amount of capital that other entities may seek to raise in the capital markets, the liquidity of the capital markets and the JSW Steel’s business, financial condition and results of operations. Further, any debt the JSW Steel may raise may be required to be rated by credit rating agencies on an on-going basis. Any fall in ratings for existing debt may impact the JSW Steel’s ability to raise additional financing or may increase the cost of servicing debt due to renegotiation of lending terms by the JSW Steel’s lenders. Further, the JSW Steel may not be able to receive adequate debt funding on commercially reasonable terms in India and may be required to seek funding internationally, which may result in exposure to higher interest rates and may have a material adverse impact on the JSW Steel’s business, financial condition and results of operations. There can also be no assurance that the actual costs incurred, the production capacity added or time taken for implementation of the JSW Steel’s expansion plans will not vary from the estimated parameters. In the event of any significant cost overruns, the JSW Steel may need to incur additional indebtedness or may need to raise capital through other sources, which may have a material adverse impact on its business, financial condition and results of operations.

7. The JSW Steel faces substantial competition, both from Indian and international steel producers, which may affect its prospects. The Indian steel industry is highly competitive. As an integrated steel manufacturer in India, the JSW Steel competes to varying degrees with other Indian integrated steel manufacturers. The major integrated producers in India produce most of the flat steel products in India including hot rolled coils, cold rolled coils and galvanised steel and account for most of the steel production in India. In addition to these major integrated producers, the JSW Steel also competes with certain non-integrated steel producers, which manufacture value-added steel products. In the past, competing domestic steel producers have increased their manufacturing capacity which at times intensified domestic competition with the ramping up of new facilities by these competitors. Some of the JSW Steel’s domestic competitors may possess an advantage over the JSW Steel due to various reasons, such as captive raw material sources, greater economies of scale, integrated manufacturing facilities, specialisation in production of value-added or niche products and greater presence in certain markets. Maintaining or increasing the JSW Steel’s market share will depend on effective marketing initiatives and the JSW Steel’s ability to anticipate and respond to various competitive factors affecting the industry, including the JSW Steel’s ability to improve its manufacturing process and techniques, introduce new products, respond to pricing strategies of its competitors, and adapt to changes in technology and changes in customer preferences. Failure by the JSW Steel to compete effectively could have a material adverse effect on its business, financial condition and results of operations. The JSW Steel also expects increasing competition from international steel producers due to the increasing consolidation in the steel industry worldwide. A number of the JSW Steel’s international competitors may have greater financial and

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other resources and some have announced plans to establish manufacturing operations in India. The JSW Steel may also face competition from new companies that are emerging which may attempt to obtain a share in the JSW Steel’s existing markets, including steel producers from China. These factors, among others, have intensified the competition from global steel players and there can be no assurance that the JSW Steel will be able to compete successfully in the future against its existing or potential competitors or that increased competition with respect to its activities may not have an adverse effect on the JSW Steel’s business, financial condition and results of operations. Further, in the last few years, the JSW Steel has witnessed rising imports of steel, especially from countries such as Japan and South Korea with whom India has signed free trade agreements and steel manufacturers from these jurisdictions pose significant competition for the JSW Steel. Steel imports from South Korea, Japan and ASEAN countries have the benefit of concessional duty rates prevailing under bilateral and multilateral trade agreements, which could make the JSW Steel’s products relatively more expensive.

8. The Group has undertaken, and may undertake in the future, strategic acquisitions, which may be difficult to integrate, and may end up being unsuccessful. The Group has in the past pursued and continues to pursue acquisition opportunities. For example, in October 2014, the Group entered into an agreement to acquire a 99.85 per cent. equity interest in Welspun Maxsteel, subject to certain regulatory approvals and closing conditions. The acquisition was completed on 31 October 2014. The Group also completed the acquisition of a 50.0 per cent. Equity interest in Vallabh Tinplate Private Limited in April 2014. In August 2016, the Group executed a share purchase agreement with Praxair India Private Limited to acquire their entire shareholding of 74.0 per cent. in JSW Praxair Oxygen Private Limited (now renamed as JSW Industrial Gases Private Limited). In October 2016, the Group has been allotted five iron ore mines in Karnataka, India, in an auction conducted by the state government, pursuant to which one of these ore mines became operational in February 2018 and the remaining four will become operational by September 2018. In June 2018, the Group completed acquisition of 100% shares of Delaware-based steel manufacturer, Acero Junction Holdings Inc. for a cash consideration of up to USD 80.85 million. The total enterprise value of the transaction is USD 180.35 million. In May 2018, the Group has entered into a Sale and Purchase Agreement for acquisition of 100% shares of Aferpi S.p.A., Piombino Logistics S.p.A. and 69.27% of share capital of GSI Lucchini S.p.A., for a cash consideration of Euro 55 million on a cash free, debt free basis subject to closing adjustments. The Group’s ability to achieve the benefits it anticipates from future acquisitions will depend in large part upon whether it is able to integrate the acquired businesses into the rest of the Group in an efficient and effective manner. The integration of acquired businesses and the achievement of synergies require, among other things, coordination of business development and procurement efforts, manufacturing improvements and employee retention, hiring and training policies, as well as the alignment of products, sales and marketing operations, compliance and control procedures, research and development activities and information and software systems. Any difficulties encountered in combining operations could result in higher integration costs and lower savings than expected. Integration of certain operations also requires the dedication of significant management resources, and time and costs devoted to the integration process may divert management’s attention from day to day business. In addition, the Group may make further acquisitions which may require the Group to incur or assume substantial new debt, expose it to future funding obligations and expose it to integration risks, and the Group cannot assure prospective investors that such acquisitions will contribute to its profitability. The failure to successfully integrate an acquired business or the inability to realise the anticipated benefits of such acquisitions could materially and adversely affect the Group’s business, financial condition and results of operations.

9. The JSW Steel operates a global business and its financial condition and results of operations are affected by the local conditions impacting countries where it operates. The JSW Steel operates a global business and has facilities and/or interests in India, the United States, Chile and Mozambique, amongst others. As a result, the JSW Steel’s financial condition and results of operations are affected by political and economic conditions impacting countries where it operates. The JSW Steel faces a number of risks associated with its operations, including: challenges caused by distance, local business customs, languages and cultural differences and adverse changes in laws and policies, including those affecting taxes and royalties on energy resources. Other risks may relate to labour, local competition law regimes, environmental compliance and investments, difficulty in obtaining licences, permits or other regulatory approvals from local authorities; adverse effects from fluctuations in exchange rates; multiple and possibly overlapping and conflicting standards and practices of the regulatory, tax, judicial

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and administrative bodies of the relevant foreign jurisdiction; political strife, social turmoil or deteriorating economic conditions; military hostilities or acts of terrorism; and natural disasters, including earthquakes in India and flooding and tsunamis in Southeast Asia, and epidemics or outbreaks such as avian flu, swine flu or severe acute respiratory syndrome. In addition, the infrastructure of certain countries where the JSW Steel operates its business, in particular India but also in Chile and Mozambique, is less developed than that of many developed nations and problems with its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt the JSW Steel’s normal business activities. Any failure on the JSW Steel’s part to recognise and respond to these risks may materially and adversely affect the success of its operations, which in turn could materially and adversely affect the JSW Steel’s business, financial condition and results of operations.

10. The JSW Steel’s steelmaking operations are hazardous processes that can cause personal injury and loss of life, severe damage to and destruction of property and equipment and environmental damage, as a result of which the JSW Steel could suffer material liabilities, loss of revenues and increased expenses. The JSW Steel’s steelmaking operations are subject to various risks associated with the inherently hazardous production of steel. Hazards associated with the JSW Steel’s steelmaking operations include: accidents involving moving machinery, on-site transport, forklifts and overhead cranes; explosions, and resulting fires, in blast furnaces, coke ovens, steam generators and annealing ovens; fires in control rooms, electrical switch rooms, cable tunnels and vaults, transformers and lubricating oil rooms; fires caused by contact of molten metal in blast furnaces, open hearth furnaces; spills and spattering of molten materials; extreme temperatures, vibration and noise; and exposure to, through inhalation or contact with, hazardous chemicals including acids, ammonia, asbestos, carbon monoxide and various dusts such as coal dust and silica. These hazards may cause severe damage to and destruction of property and equipment, environmental damage and personal injury or even fatalities among the JSW Steel’s personnel, which may result in temporary or lengthy interruptions of operations, damage to the JSW Steel’s business reputation and corporate image and the imposition of civil and criminal liabilities. The JSW Steel’s employees, members of the public or government authorities may bring claims against the JSW Steel arising out of these hazardous production processes. If it is determined by the appropriate authorities that provisions and measures for safety within the JSW Steel’s premises are inadequate, the licences granted to the JSW Steel for operations at such premises may be revoked, thereby adversely affecting its business, financial condition and results of operations. Such events may also adversely affect public perception of the JSW Steel’s business and the perception of its suppliers, customers and employees, leading to an adverse effect on the JSW Steel’s business, financial condition and results of operations.

11. The JSW Steel’s business is dependent on its manufacturing facilities and the loss, or shutdown, of operations at any of its manufacturing facilities or strikes, work stoppages or increased wage demands by its employees may have an adverse effect on the JSW Steel’s business, financial condition and results of operations. The JSW Steel’s facilities are subject to operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of output or efficiency, obsolescence, production outages, labour disputes, natural disasters, industrial accidents and the need to comply with new directives of the relevant government authorities. The JSW Steel is required to carry out planned shutdowns of its various plants for routine maintenance, statutory inspections and testing. The JSW Steel also needs to shut down its various plants, from time to time, for capacity expansions and equipment upgrades. Any disruptions in the operations of the JSW Steel’s manufacturing facilities may have a material adverse impact on its business, financial condition and results of operations. While the JSW Steel takes precautions to minimise the risk of any significant operational problems at its manufacturing facilities, there can be no assurance that the JSW Steel’s business, financial condition and results of operations will not be adversely affected by disruptions caused by operational problems at its manufacturing facilities. As at 31 March 2018, JSW Steel had 11,619 full-time employees. It has also employed contract labourers at various locations. The number of employees may increase as the JSW Steel’s proposed expansion plans are implemented. Currently, employees at most of the JSW Steel’s locations are not represented by labour unions. While the JSW Steel considers its current labour relations to be good, there can be no assurance that it will not experience future disruptions in its operations due to disputes or other problems with its employees, which may adversely affect the JSW Steel’s business and results of operations. The JSW Steel’s ability to meet future business challenges depends on its ability to attract and recruit talented, skilled and professionally qualified personnel, which may be affected by strong competition and increasing wage demands to recruit and retain such personnel. The loss of key personnel or any inability to manage the attrition

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levels in different employee categories may materially and adversely impact the JSW Steel’s business, its ability to grow and its control over various business functions.

12. The JSW Steel relies on contractors for the implementation of various aspects of its regular as well as expansion activities, and is therefore exposed to execution risks, including in relation to the timing or quality of their services, equipment or supplies. The JSW Steel relies on the availability of skilled and experienced contractors for certain portions of its regular semi-skilled and unskilled workforce at its steel processing facilities. The execution risks the JSW Steel faces include the following: a. contractors hired by the JSW Steel may not be able to complete construction and installation on time, and within

budgeted costs or to the agreed specifications and standards; b. as the JSW Steel expands, it may have to use contractors with whom it is not familiar, which may increase the risk

of cost overruns or lower or no return on capital, construction defects and failures to meet scheduled completion dates; and

c. the JSW Steel’s regular labour contractors may engage contract labourers and although the JSW Steel does not engage such labourers directly, it may be held responsible under applicable Indian laws for wage payments to such labourers should the JSW Steel’s contractors default on wage payments.

Further, pursuant to the provisions of the Contract Labour (Regulation and Abolition) Act, 1970, the JSW Steel may be required to retain such contract labourers as its employees. Any requirement to fund such payments and any such order from a court or any other regulatory authority may adversely affect the JSW Steel’s business and results of operations. Furthermore, as a result of increased industrial development in India in recent years, the demand for contractors and agencies with specialist design, engineering and project management skills and services has increased, resulting in a shortage of and increasing costs of services of such contractors and agencies. The JSW Steel cannot be certain that such skilled and experienced contractors and agencies will continue to be available to it at reasonable rates in the future. Any deterioration in the JSW Steel’s relationships with its identified suppliers or its failure to negotiate acceptable terms may result in the JSW Steel incurring substantial additional costs, beyond its budgeted expenditure, in identifying and entering into alternative arrangements with other suppliers. Further, third party contractor defaults that disrupt or otherwise affect the JSW Steel’s operations and that are not adequately resolved or cured in a timely manner may render the JSW Steel liable to regulatory intervention, cause damage to its reputation, and adversely affect its business, financial condition and results of operations.

13. The JSW Steel is currently developing mining operations in various parts of India, Chile, the U.S. and Mozambique and there can be no assurance that these operations will result in meaningful reserves or the expected quality of the mined materials. The JSW Steel is presently undertaking and plans to undertake mining activities in various parts of India and other countries. In the U.S., the JSW Steel has a 100.0 percent equity interest in coal mining concessions in West Virginia, U.S. Further, the JSW Steel has also invested in iron ore mining concessions in Chile. These mines are currently under care and maintenance shut down and the commencement of operations might be further delayed based on prevailing market conditions. In Mozambique, JSW Natural Resources Mozambique Lda, a subsidiary of the JSW Steel, has completed its exploration activities in Mutarara, Tete in Mozambique and the JSW Steel is presently in the process of obtaining confirmation on the coal resource estimate for this project. Pursuant to the auction conducted by the Government of India, the JSW Steel has been allotted the Moitra coking coal mine located in Jharkhand state. The JSW Steel has also secured five iron ore mines in the auction conducted by Government of Karnataka in October 2016. One of these mines became operational in February 2018 and remaining four will become operational during FY 2019. The JSW Steel’s estimates of iron ore and coal resources are subject to probabilistic assumptions based on interpretations of geological data obtained from sampling techniques and projected rates of production in the future. Actual reserves and production levels may differ significantly from reserve estimates. Furthermore, it may take many years from the initial phase of exploration before production is possible during which time the economic feasibility of exploiting such reserves may change. There can be no assurance that commercial levels of raw materials will be discovered or that the mines will produce raw materials at the estimated amounts or at all.

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14. Mining operations are subject to substantial risks, including those related to operational hazards and environmental issues. The JSW Steel’s mining operations are subject to hazards and risks normally associated with the exploration, development and production of natural resources including industrial accidents, such as explosions, fires, transportation interruptions and inclement weather. The occurrence of any of these events, or similar events, some or all of which may not be covered by insurance, could delay production, increase production costs and result in death or injury to persons, or damage to property and liability for the JSW Steel, as well as substantially harm the JSW Steel’s reputation. These operations are also subject to hazards and risks relating to negative environmental consequences such as those resulting from tailings and sludge disposal, effluent management and disposal of mineralised waste water and rehabilitation of land disturbed during mining processes. In addition, environmental awareness throughout the world, including in India and other emerging markets, has grown significantly in recent years, and opposition to mining operations has also increased due to the perceived negative impact they have on the environment. Public protest over the JSW Steel’s mining operations could cause operations to slow down, damage the JSW Steel’s reputation and goodwill with the governments or public in the countries and communities in which it operates, or cause damage to its facilities.

15. Environmental matters, including compliance with laws and regulations and remediation of contamination, could result in substantially increased capital requirements and operating costs. The JSW Steel’s businesses are subject to numerous laws, regulations and contractual commitments relating to the environment in the countries in which it operates and the JSW Steel’s operations generate large amounts of pollutants and waste, some of which are hazardous. These laws, regulations and contractual commitments concern air emissions, wastewater discharges, solid and hazardous waste material handling and disposal, and the investigation and remediation of contamination or other environmental restoration. The risk of costs and liabilities related to compliance with these laws and regulations is an inherent part of the JSW Steel’s business. Facilities currently or formerly owned or operated by the JSW Steel, or where wastes have been disposed or materials extracted, are all subject to risk of environmental cost and liabilities, which includes the costs or liabilities relating to the investigation and remediation of past or present contamination or other environmental restoration. In addition, future conditions and contamination may develop, arise or be discovered that create substantial environmental compliance, remediation or restoration liabilities and costs despite the JSW Steel’s efforts to comply with environmental laws and regulations, violations of such laws or regulations can result in civil and/or criminal penalties being imposed, the suspension of permits, requirements to curtail or suspend operations, lawsuits by third parties and negative reputational effects. There can be no assurance that costs and liabilities will not be incurred in the future. An increase in the requirements of environmental laws and regulations, increasingly strict enforcement thereof by governmental authorities, or claims for damages to property or injury to persons resulting from the environmental impacts of the JSW Steel’s operations or past contamination, could prevent or restrict some of the JSW Steel’s operations, require the expenditure of significant funds to bring the JSW Steel into compliance, involve the imposition of clean-up requirements and reporting obligations, and give rise to civil and/or criminal liability. There can be no assurance that any such legislation, regulation, enforcement or private claim will not have a material adverse effect on the JSW Steel’s business, financial condition or results of operations. In the event that production at one of the JSW Steel’s facilities is partially or wholly disrupted due to this type of sanction, the JSW Steel’s business could suffer significantly and its financial condition and results of operations could be materially and adversely affected. In addition, the JSW Steel’s current and future operations may be located in areas where communities may regard its activities as having a detrimental effect on their natural environment and conditions of life. Any actions taken by such communities in response to such concerns could compromise the JSW Steel’s profitability or, in extreme cases, the viability of an operation or the development of new activities in the relevant region or country. Further, there are certain cases filed against JSW Steel alleging violation of environmental laws and causing pollution to the environment. Even though no orders have been passed against JSW Steel, JSW Steel has to bear the expense of various litigations and if any order is passed against JSW Steel, it could have an impact on the reputation of JSW Steel. JSW Steel may have to pay the penalty and related charges, and its financial condition and results of operations could be materially and adversely affected.

16. The JSW Steel faces numerous protective trade restrictions, including anti-dumping laws, countervailing duties and tariffs, which could adversely affect its financial condition and results of operations. Protectionist measures, including anti-dumping laws, countervailing duties and tariffs and government subsidisation adopted or currently contemplated by governments in some of the JSW Steel’s export markets could adversely affect the JSW Steel’s sales. Anti-dumping duty proceedings or any resulting penalties or any other form of import restrictions may limit the JSW Steel’s access to export markets for its products, and in the future additional markets could be closed

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to the JSW Steel as a result of similar proceedings, thereby adversely impacting its sales or limiting its opportunities for growth. Tariffs are often driven by local political pressure in a particular country and therefore, there can be no assurance that quotas or tariffs will not be imposed on the JSW Steel in the future. In the event that such protective trade restrictions are imposed on the JSW Steel or any of the JSW Steel companies, its exports could decline. Foreign steel manufacturers may, as a result of trade restrictions in other regions or other factors, attempt to increase their sales in India thereby causing increased competition in the JSW Steel’s largest market. A decrease in exports from India or an increase in steel imports to India as a result of protective trade restrictions could have a negative impact on the JSW Steel’s business, financial condition and results of operations.

17. The JSW Steel’s business is dependent on its key customers and the loss of any major customer may adversely affect its business and financial condition. The loss of a number of major customers would have a material adverse effect on the JSW Steel’s business and financial condition. Demand for the JSW Steel’s products is sensitive to general economic conditions in India and globally, which are driven by factors beyond its control. There can be no assurance that the JSW Steel will be able to maintain historical levels of business from these major customers or that it will be able to replace these major customers in the event that they cease to purchase products from the JSW Steel.

18. The steel industry involves fixed costs and is subject to long gestation periods, which exposes the JSW Steel’s production of steel to substantial price volatility. The production of steel is capital intensive, with a high proportion of investment in fixed assets such as land, plant and machinery. Further, setting up of new capacities or expansion of existing capacities requires long lead times. Significant capacity additions in the steel industry, if not matched by a corresponding growth in demand, may result in downward pressure on operating margins. Conversely, if demand grows strongly, prices increase rapidly, as additional capacity to meet the higher demand cannot be brought on line as quickly due to long gestation periods which may result in substantial price volatility. While the JSW Steel has taken steps to reduce operating costs, it may be negatively affected by significant price volatility, particularly in the event of excess production capacity in the global steel market, and incur operating losses as a result.

19. The JSW Steel may not have sufficient insurance coverage for all possible economic losses. The JSW Steel’s operations are subject to inherent risks such as fire, strikes, loss-in-transit of the JSW Steel’s products, cash-in transit, accidents and natural disasters. In addition, many of these operating and other risks may cause personal injury, damage to or destruction of the JSW Steel’s properties and may result in suspension of operations and the imposition of civil or criminal penalties. As part of its risk management, the JSW Steel maintains insurance policies that may provide some insurance cover for mechanical failures, power interruptions, natural calamities or other problems at the JSW Steel’s facilities. Notwithstanding the insurance coverage that the JSW Steel carries, the occurrence of any event that causes losses in excess of limits specified under the policy, or losses arising from events not covered by insurance policies, could have a material adverse effect on the JSW Steel’s business, financial condition and results of operations. While the JSW Steel believes that it maintains adequate insurance coverage amounts for its business and operations, the JSW Steel’s insurance policies do not cover all risks and are subject to exclusions and deductibles. If any or all of the JSW Steel’s facilities are damaged in whole or in part, the JSW Steel’s operations, totally or partially, may be interrupted for a temporary period. Further, the JSW Steel does not maintain key-man insurance for any of its key personnel and the loss of services of such key personnel may have an adverse effect on its business, financial condition and results of operations.

Risk Factors in relation to JSW Energy

1. JSW Energy Limited may not be able to re-negotiate or receive approval for JSW Energy Limited’s existing

off-take arrangements or establish new off-take arrangements for JSW Energy Limited’s power generation facilities in a timely manner and on terms acceptable to JSW Energy Limited or at all which could adversely affect JSW Energy Limited’s financial condition, results of operations and business prospects. JSW Energy Limited currently have 4,531 MW of operational generating capacity and have entered into a definite agreement to acquire aggregate 1,500 MW operational thermal power plants (viz. 1,000 MW thermal power plant from Jindal Steel & Power Limited (JSPL) Situated in Tamnar, Chhattisgarh). JSW Energy Limited have long-term PPAs for nearly 3/4th JSW Energy Limited’s operational capacity, and the remaining is under short-term PPAs, merchant sales or other arrangements. Whilst JSW Energy Limited propose to increase the proportion of long-term PPAs, a

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significant portion of JSW Energy Limited’s revenue is currently derived from sales conducted on merchant basis. Risks related to merchant power projects, any or a combination of which could have an adverse effect on JSW Energy Limited’s business, financial condition and results of operations.

The customer base for JSW Energy Limited’s power projects without PPAs is limited to state utility companies, electricity boards, industrial consumers, power exchanges and licensed power traders. It is likely that any decision by these entities regarding the purchase of power from JSW Energy Limited will depend upon a variety of factors, some of which are beyond JSW Energy Limited’s control, including the demand for power, the availability of alternative sources of supply, and the competitiveness of the various potential power producers. The risk that customers will not extend or renew PPAs upon expiration is heightened in the case of short-term PPAs. If JSW Energy Limited are unable to enter into PPAs, JSW Energy Limited may not be able enjoy security of off take and steady cash flows, which may in turn constrain JSW Energy Limited’s projects under implementation and development.

In addition, JSW Energy Limited’s ability to enter into off take arrangements is also dependent on the transmission corridor and evacuation infrastructure. Evacuating power from each of JSW Energy Limited’s projects to the nearest sub-station will either be JSW Energy Limited’s responsibility or the responsibility of a procurer, depending upon the arrangements made for the particular project. Further evacuation from the sub-station to high voltage transmission lines needs to be made available by the relevant authorities. Each of JSW Energy Limited’s power projects requires transmission lines to evacuate power to the power grid, and if transmission is disrupted, or transmission capacity is inadequate, or if a region’s power transmission infrastructure is inadequate, JSW Energy Limited may not be able to sell and deliver power. JSW Energy Limited’s inability to deliver power could result in penalties under the terms of the PPAs or force us to sell the power generated a spot basis in the open market on terms that may not be favorable to us. These factors could have a material adverse effect on JSW Energy Limited’s business, financial condition and results of operations.

JSW Energy Limited may re-negotiate the terms of JSW Energy Limited’s PPAs from time to time. However, there can be no assurance that JSW Energy Limited will be able to obtain similar or more favorable terms, tariffs or duration following such re-negotiations. JSW Energy Limited also propose to participate in various competitive bidding and there is no assurance that JSW Energy Limited will be the successful bidder in any of these bids. Further, JSW Energy Limited cannot assure you that JSW Energy Limited will be able to enter into off-take arrangements to ensure continuous demand for JSW Energy Limited’s power, or at all. Failure to enter into or renew off-take arrangements in a timely manner and on terms that are commercially acceptable to JSW Energy Limited could adversely affect JSW Energy Limited’s financial condition, results of operations and business prospects.

2. JSW Energy Limited may not be able to provide sufficient lignite to the Lignite based power plant situated in

Barmer, Rajasthan Raj WestPower Limited (RWPL) and Rajasthan State Mines and Minerals Limited (RSMML), entered into a joint venture agreement on December 27, 2006 to develop and operate the Jalipa and Kapurdi mines for the supply of lignite to the 1,080 MW lignite based power project set up by RWPL in Rajasthan, and incorporated a joint venture entity, Barmer Lignite Mining Company Limited (BLMCL). The lignite requirement of the RWPL power project is currently being met out of Kapurdi and Jalipa mine pursuant to Ministry of Environment and Forests (MoEF) clearance for production from Kapurdi and Jalipa mines upto 9.0 MTPA.

If JSW Energy Limited fail to mine the lignite from both the mines in accordance with the requirement of the power plant, JSW Energy Limited may not be able to provide sufficient lignite to JSW Energy Limited’s power plant in a timely manner and have to source for alternate, and more expensive, supply of lignite. If JSW Energy Limited are unable to find alternate suppliers at commercially reasonable prices, JSW Energy Limited may not be able to fully operate the power plant, if at all, and JSW Energy Limited may have to indemnify JSW Energy Limited’s customers if JSW Energy Limited are unable to fulfil JSW Energy Limited’s obligations under the PPA. In addition, BLMCL may be unable to generate sufficient revenues to repay its borrowings on schedule and may have to restructure its loans. Any of these events could have a material adverse effect on JSW Energy Limited’s financial results and business prospects.

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3. The operations of JSW Energy Limited’s power plants may be adversely affected by any breakdown of equipment, civil structure and / or transmission systems including grid failures. The breakdown or failure of generation equipment, civil structure or other equipment can disrupt generation of electricity by any of JSW Energy Limited’s power plants and result in performance being below expected levels. In addition, the development or operation of JSW Energy Limited’s power projects may be disrupted for reasons that are beyond JSW Energy Limited’s control, including explosions, fires, earthquakes and other natural disasters, breakdown, failure or sub-standard performance of equipment, improper installation or operation of equipment, accidents, operational problems, transportation interruptions, other environmental risks, and labour disputes. The advent of climate change can also cause conditions that may result in unusual meteorological and geological variations and extremities, such as flooding, drought or other extreme weather conditions. Further, any breakdown or failure of transmission systems can disrupt transmission of electricity by JSW Energy Limited’s power plants to the applicable delivery point. In the event that JSW Energy Limited fail to supply the minimum guaranteed power at the delivery points specified in PPAs, in terms of “supply or pay” obligations under such PPAs, JSW Energy Limited may be required to pay for the deficient minimum guaranteed power or the cost differential for the power procured by the consumer from alternate sources.

Power generation facilities are also subject to mechanical failure and equipment shutdowns. In such situations, undamaged units may be dependent on or interact with damaged sections or units and, accordingly, may also need to be shut down. JSW Energy Limited rely on sophisticated and complex machinery built by third parties that may be susceptible to malfunction. Any compensation arrangements may not fully compensate JSW Energy Limited’s Company for the damage that it may suffer as a result of equipment failures, defects or penalties under its agreements, and may not cover indirect losses such as loss of profits or business interruption. If such events occur, the ability of JSW Energy Limited’s power plants to supply electricity may be adversely affected. In the event that any power generation facility is significantly damaged or forced to shut down for a significant period of time, this may have an adverse effect on JSW Energy Limited’s business, financial condition and results of operation.

4. It may be difficult to implement JSW Energy Limited’s strategy relating to organic and inorganic expansion.

Due to the high levels of current and proposed development activity and due to the long gestation periods before projects achieve commercial operation, JSW Energy Limited’s Company’s historical financial results may not accurately predict its future performance. Delay in Construction may also result in forfeiture of security deposits, performance guarantees being invoked, cost overruns, lower or no returns on capital, erosion of capital and reduced revenue for the Project Company, as well as failure to meet scheduled debt service payment dates. The failure by JSW Energy Limited’s project companies to make timely debt service payments could result in a loss on JSW Energy Limited’s investment in such project companies if lenders trigger the security under the financing agreements due to a project company’s payment default. Moreover, any loss of goodwill could adversely affect JSW Energy Limited’s ability to pre-qualify for future projects.

Also, the viability of JSW Energy Limited’s power projects under implementation and development and acquisition are based on assumptions and estimates regarding continuing deficit of power in India over the foreseeable future. However, the significant investment in power generation assets across India coupled with the long gestation period before power plants achieve commercial operation means that by the time JSW Energy Limited’s power projects achieve commercial operation or complete the acquisition process, there may, as some commentators believe, be a surplus of power in certain regions of India. As a result, JSW Energy Limited may not realize the returns JSW Energy Limited originally estimated in JSW Energy Limited’s models nor can JSW Energy Limited predict the competition or the environment in which JSW Energy Limited may then be required to operate. There can be no assurance that the profits, cash flows and financial and return on investment profile of these projects will not be significantly lower or different from JSW Energy Limited’s initial assessments, and which may result in a material and adverse effect on JSW Energy Limited’s earnings, business valuation and prospects, financial condition and results of JSW Energy Limited’s operations.

Further, JSW Energy Limited continue to selectively evaluate potential acquisitions which JSW Energy Limited may not be able to complete on terms commercially acceptable to us or in a timely manner, or at all, or such acquisitions may not achieve the desired results. Further, JSW Energy Limited believe that if there is an adverse effect on JSW Energy Limited’s financial condition or if JSW Energy Limited’s credit rating declines in the future, it may increase JSW Energy Limited’s financing cost of indebtedness including JSW Energy Limited’s proposed acquisitions which may impact JSW Energy Limited’s ability to identify and complete acquisitions or may adversely affect JSW Energy

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Limited’s business. The inability to identify acceptable acquisitions or investments or failure to complete such transactions may adversely affect JSW Energy Limited’s competitiveness and JSW Energy Limited’s growth prospects. Additionally, given that the financial institutions in India already have high exposure to the power sector and a significant portion of these assets are under stress or non-performing, JSW Energy Limited believe that the financial institutions may have limited flexibility for financing independent power projects unless issues relating to the existing exposure are suitably addressed. In view of the limited commercial viability of funding independent power projects through own funds and accruals, the potentially restricted financing options may impact JSW Energy Limited’s plans of acquiring or undertaking independent power projects, which may adversely affect JSW Energy Limited’s competitiveness and growth prospects.

The process of integrating projects, including JSW Energy Limited’s proposed acquisition of 1,000 MW from JSPL Situated in Tamnar, Chhattisgarh, involves the following risks:

demands on management related to integration processes; diversion of management’s attention from the management of daily operations to the integration of newly

acquired operations; retaining employees, including, in particular, key operational personnel, who may be vital to the integration

of the acquired projects; difficulties in influencing and changing the quality of operational standards and practices at the acquired

projects; difficulties in the assimilation of different corporate cultures, practices, personnel and operational

methodologies; difficulties in conforming the acquired projects’ accounting, book and records, internal accounting controls,

and procedures and policies to ours; retaining the loyalty and business of the customers of the acquired projects; difficulties and unanticipated expenses integrating IT platforms, back-office functions and redundant selling,

general and administrative functions; and Unanticipated costs and expenses associated with any undisclosed non-compliance or potential liabilities.

If JSW Energy Limited face difficulties to integrate projects after they have been acquired or in managing the growth in JSW Energy Limited’s business pursuant to such acquisition or in achieving estimated cost savings, synergies or revenue enhancements associated with such acquisitions, or in completing the acquisition effectively, JSW Energy Limited’s business, financial condition and results of operations may be materially adversely affected.

5. Implementation of tariff regulations may adversely affect JSW Energy Limited’s results of operations and JSW

Energy Limited’s cash flow from operations. The statutory and regulatory framework for the power sector in India has changed significantly. Power tariffs in India are currently established through competitive bidding or determined by central or state regulators. Although JSW Energy Limited expect that tariffs with respect to some of the power plants will be determined through a process of competitive bidding, it is possible that some projects JSW Energy Limited develop in the future will be subject to central or state tariff regulation or will be subject to tariff anticipation and negotiation by beneficiary states (where power plants are located or states whose mineral development corporations have entered into agreements with JSW Energy Limited for fuel supply). Further, delay in commissioning may entail payment of differential tariffs or providing compensation to procurers under the PPAs that could have an adverse impact on profitability and cash flows.

Also, with a part of JSW Energy Limited’s current power off-take arrangements being with industrial consumers, any adverse regulations by the state or central regulators on the availability-based-tariff regime and time-of-day charge regimes could have an impact on JSW Energy Limited’s pricing strategies, could potentially reduce JSW Energy Limited’s revenues, business and profitability. Under the Electricity Act, state governments have inherent powers to regulate, although the primary function is that of CERC, and in case of shortage of power in the state where JSW Energy Limited’s projects could be located, the states may impose restriction on sale of power to parties outside the state through cross subsidy charges and other measures, thereby creating shortfall in performance of JSW Energy Limited’s power supply obligations as well as loss of potential opportunities. Further, two-part tariff is applicable on JSW Energy Limited’s Barmer project, Baspa Hydro Power Project and Karcham Wangtoo hydro power projects. The tariff regime including two-part tariff is currently provided and regulated by the Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2014, which has a sunset period of five years ending on March 31, 2019. There can be no assurance that the new regulations will continue with the existing regime or provide

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JSW Energy Limited with certain benefits which are available under the existing regulations or would not provide any regulations which may adversely affect JSW Energy Limited’s profitability and cash flows.

The Government of India has notified the national power tariff policy that deals with various parameters with respect to the fixation of power tariffs, such as providing adequate return on investment to the power generator and supplier and ensuring reasonable user charges for the consumers. It provides uniform guidelines for the state electricity regulatory commissions for the fixation of tariffs for their respective entities as well as the CERC. These guidelines include a detailed methodology for determination of the different components of the tariff and also lay down the parameters for what types of charges are subject to escalation and those that are not. Once the tariff for a power project under construction or an operating power plant has been approved by the state electricity regulatory commission or the CERC, any changes or revisions to the tariff due to factors such as cost over-runs or delays in the project implementation can only be revised by filing a petition to review the tariff with the appropriate state electricity regulatory commission or the CERC. There can be no assurance that any such petition to revise the tariff, for reasons such as project cost over-runs or delays in project implementation or for any other reason, will be approved. In situations where JSW Energy Limited incur additional costs in the implementation of a power project or the operation of JSW Energy Limited’s power plants and are unable to obtain the approval of the state electricity regulatory commissions or the CERC for increased tariffs, JSW Energy Limited’s financial condition, cash flows and results of operation may be adversely affected.

6. JSW Energy Limited’s success depends on stable and reliable logistics and transportation infrastructure.

Disruption of logistics and transportation services could impair the ability of JSW Energy Limited’s suppliers to deliver fuel and raw materials and may affect JSW Energy Limited’s operations. JSW Energy Limited depend on freight contracts and various other forms of transport, such as roadways, railways, sea and conveyor belts to receive fuel and other raw materials for JSW Energy Limited’s power projects during their implementation and operation. JSW Energy Limited also rely on imported coal for certain of JSW Energy Limited’s operational projects which is typically transported by sea. Sea transportation is subject to certain systemic risks relating to both sea and ports where the cargo is loaded and unloaded. The transportation by sea involves risks including pirate attacks, collision, grounding, storm, fire, explosion, lightning, political instability, and also involves port related risks such as availability of adequate and suitable berths for loading and discharge, availability and cost of employing ports owned by private parties and technological and handling capability of the ports employed by us.

The building of transportation infrastructure entails obtaining approvals, rights of way and development by the Government of India or the state governments and their nominated agencies, or us. As a result, JSW Energy Limited will not have total control over the construction, operation and maintenance of the transportation infrastructure. There can be no assurance that such logistics and transportation infrastructure will be constructed in a timely manner, operated on a cost effective basis and maintained at adequate levels, which may affect the estimated commissioning dates for JSW Energy Limited’s power projects. Undertaking such development will require significant capital expenditure and active engagement with the government and its agencies responsible for organizing transport infrastructure. Further, disruptions of freight or other logistics and transportation services because of weather-related problems, strikes, inadequacies in the road or rail infrastructure, congestion at ports or other events could impair the ability of JSW Energy Limited’s suppliers to deliver fuel and raw materials or significant increase in transportation costs may have an adverse impact on JSW Energy Limited’s operations.

7. The tariff petition filed by RWPL and BLMCL may result in determination of significant higher or lower tariff,

which may affect JSW Energy Limited’s result of operations. RWPL and BLMCL had filed a petition with RERC for determination of tariff and lignite transfer price for fiscal 2015 in relation to the RWPL 1,080 MW project. RERC vide its order dated February 24, 2016 has approved project cost of Rs. 5,929 Crore as against Rs. 7,123 Crore claimed by RWPL. Company has filed an appeal against the said order before the Appellate Tribunal of Electricity. RERC vide order dated April 27, 2017 has approved interim TP (after royalty, duties and taxes) of Rs. 1,807.39/MT for FY18. If the final power tariff and final transfer price of lignite is significantly higher or lower than the interim tariff and interim transfer price, JSW Energy Limited may have to, among others, adjust JSW Energy Limited’s market price and revenues for previous periods, refund any excess payments and interest accrued thereon to JSW Energy Limited’s customers, claim amounts owed from JSW Energy Limited’s customers which JSW Energy Limited may not be able to realize, and may also be exposed to claims from customers. Should the final tariff petition result in determination of significant higher or lower tariff, it may result affect JSW Energy Limited’s results of operations.

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8. Depreciation of the Rupee against foreign currencies may have an adverse effect on JSW Energy Limited’s

results of operations. While a substantial portion of JSW Energy Limited’s revenues is and will be denominated in Rupees, JSW Energy Limited may incur indebtedness denominated in foreign currencies to finance the development of JSW Energy Limited’s power projects and joint ventures. JSW Energy Limited may also have to enter into certain EPC contracts for JSW Energy Limited’s project development, whereby the payments under these contracts are denominated in foreign currencies and secured by a letter of credit. JSW Energy Limited will have to bear the exchange rate risk for payments made pursuant to the letter of credit until the conversion of liability from foreign currency to Rupees. Three of JSW Energy Limited’s operational power plants, with an aggregate power generation capacity of 2,060 MW, are fuelled by imported coal and JSW Energy Limited are therefore sensitive to any fluctuations in the costs of imported coal. In addition, JSW Energy Limited’s agreements with various suppliers, JSW Energy Limited’s freight rate contracts with Kawasaki Kisen Kaisha Limited, Oldendorff Carriers Gmbh & Co., and other service contracts, are denominated in US dollars. Accordingly, any depreciation of the Rupee against these currencies will significantly increase the Rupee cost to JSW Energy Limited of servicing and repaying JSW Energy Limited’s foreign currency payables. If JSW Energy Limited are unable to recover the costs of foreign exchange variations through JSW Energy Limited’s tariffs, depreciation of the Rupee against foreign currencies may adversely affect JSW Energy Limited’s results of operations and financial condition.

9. The construction and operation of JSW Energy Limited’s power projects or mines may face opposition from

local communities and other parties which may also adversely affect JSW Energy Limited’s results of operations and financial condition. The construction and operation of power projects and mines have, in the past, and future projects may, become politicized and face opposition from the local communities where these projects are located and from special interest groups. In particular, the public may oppose the acquisition or lease of land and/or mining operations due to the perceived negative impact it may have on such communities or on the environment. The resettlement of local communities and rehabilitation program is developed on a project by project basis and is included in JSW Energy Limited’s budget for each project. However, the state government is ultimately responsible for disbursing compensation funded by JSW Energy Limited to those individuals that are displaced due to JSW Energy Limited’s projects. There can be no assurance that there will not be any objection to or dispute in relation to such resettlement, including litigation which may require JSW Energy Limited to suspend mining operations until any such dispute is resolved. JSW Energy Limited may incur significant expenditure on any such resettlement which may adversely affect JSW Energy Limited’s financial condition and results of operation. JSW Energy Limited may face significant opposition to the construction of JSW Energy Limited’s power projects from local communities, non-government organizations and other parties which may also adversely affect JSW Energy Limited’s results of operations and financial condition.

10. Estimates of JSW Energy Limited’s lignite reserves and water flow are subject to assumptions, and the actual

quantities of such reserves or water flows may be less than estimated. JSW Energy Limited’s lignite mining joint venture, BLMCL, in which JSW Energy Limited have a 49% interest as of June 30, 2017 for supply of lignite to the RWPL power plant, has been awarded lignite blocks with estimated reserves, that JSW Energy Limited believe are sufficient to meet the total fuel requirement to generate the contracted capacity over the 30-year term of the power purchase agreement for this power plant. Estimates of lignite reserves in these mines are subject to probabilistic assumptions. Actual reserves and production levels may therefore differ significantly from estimates, particularly estimates made for a 30-year period, and JSW Energy Limited cannot assure you that there are sufficient reserves to meet JSW Energy Limited’s total fuel requirements. If the quantity or quality of JSW Energy Limited’s lignite reserves has been overestimated, the reserves may be depleted more quickly than anticipated and JSW Energy Limited may then have to source the required lignite from alternate sources. Prices and supply for lignite from alternate sources may exceed the cost and availability of extracting lignite ourselves, which would cause JSW Energy Limited’s costs to increase and consequently adversely affect JSW Energy Limited’s financial condition, results of operations and business prospects.

While JSW Energy Limited have selected JSW Energy Limited’s hydroelectric site for JSW Energy Limited’s Kutehr project and have acquired the Baspa Project and Karcham Wangtoo on the basis of output projections, there can be no assurance that the future water flows will be consistent with JSW Energy Limited’s projections, or that the water flow required to generate the projected outputs will exist or be sustained after construction of the projects is completed.

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The amount of electricity generated by hydroelectric power systems is dependent upon available water flow. Accordingly, revenues and cash flows will be significantly affected by low and high water flows in the watersheds. Water flow varies each year, depending on factors such as rainfall, snowfall and rate of snowmelt. JSW Energy Limited’s hydropower projects may be subject to substantial variations in water flow or other climatic conditions. Hydroelectric power generation depends on the level of water in different periods of the year. Accordingly, adverse hydrological conditions whether seasonal or for an extended period of time, which result in lower, inadequate and/or inconsistent water flow may render hydroelectric power plants incapable of generating adequate electrical energy, thus affecting operating results.

JSW Energy Limited cannot assure you that the long-term historical water availability will remain unchanged in the future or that no material hydrological or seismological event will impact the hydrological conditions that currently exist at JSW Energy Limited’s current or future project sites.

11. JSW Energy Limited have substantial indebtedness and are planning to incur further indebtedness and may

not be able to meet JSW Energy Limited’s obligations under JSW Energy Limited’s current or future debt financing agreements which may have an adverse effect on JSW Energy Limited’s cash flows, business and results of operations. JSW Energy Limited’s ability to meet JSW Energy Limited’s debt service obligations and to repay JSW Energy Limited’s outstanding borrowings will depend primarily upon the cash flow generated by JSW Energy Limited’s business. In addition, JSW Energy Limited expect JSW Energy Limited’s indebtedness to increase due to the proposed acquisition of the two thermal power projects from JPVL & JSPL respectively, through the assumption of the indebtedness of the acquired assets and the potential incurrence of borrowings to fund the acquisition. JSW Energy Limited cannot assure you that JSW Energy Limited will generate sufficient cash to enable JSW Energy Limited to service existing or proposed borrowings, comply with covenants or fund other liquidity needs. Incurring significant indebtedness may:

Increase JSW Energy Limited’s vulnerability to general adverse economic, industry and competitive conditions;

Limit JSW Energy Limited’s flexibility in planning for, or reacting to, changes in JSW Energy Limited’s business and industry; and

Limit JSW Energy Limited’s ability to borrow additional funds for JSW Energy Limited’s power projects.

There are certain restrictive covenants in the agreements that JSW Energy Limited and the project companies have entered into with lenders. These restrictive covenants require JSW Energy Limited or the relevant project company subsidiary to obtain the prior written consent of lenders for, among other things, any amalgamation or merger, incurrence of additional indebtedness, changes in the capital structure, issue of new shares, declaration of dividend, disposition of assets, raising of capital, and developing new projects and expansion of existing projects or of JSW Energy Limited’s business. JSW Energy Limited cannot assure investors that JSW Energy Limited will receive such approvals in a timely manner or at all. Such financing agreements may also require JSW Energy Limited to maintain certain financial ratios. In the event of any breach of any covenant contained in theses financing agreements, JSW Energy Limited may be required to immediately repay JSW Energy Limited’s borrowings either in whole or in part, together with any related costs. Furthermore, financing arrangements may also contain cross default positions which could automatically trigger defaults under other financing arrangements. There can be no assurance that JSW Energy Limited will be able to comply with these financial or other covenants or that it will be able to obtain the consents necessary to take the actions it believes are necessary to operate and grow JSW Energy Limited’s business or which are in the interest of JSW Energy Limited’s shareholders.

In the event that JSW Energy Limited fail to meet JSW Energy Limited’s debt servicing obligations or financial covenants under JSW Energy Limited’s financing documents, the relevant lenders could declare JSW Energy Limited to be in default, accelerate the maturity of JSW Energy Limited’s obligations or takeover JSW Energy Limited’s financed power project. JSW Energy Limited cannot assure investors that in the event of any such acceleration JSW Energy Limited will have sufficient resources to repay these borrowings. Failure to meet obligations under debt financing agreements may have an adverse effect on JSW Energy Limited’s cash flows, business and results of operations.

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Further, under the terms of certain financing agreements entered into by us, encumbrances have been created, in favour of the lenders, over JSW Energy Limited’s existing and future assets and assets of the respective entities that are operating the projects for which financing has been availed. Such charges may be invoked by the lenders in the event of defaults under the respective financing agreements. In the event that lenders enforce security interest under the respective financing agreements, it may have an adverse effect on JSW Energy Limited’s cash flows, business and results of operations. The duration of JSW Energy Limited’s off-take arrangements may not match the duration of related financing arrangements and JSW Energy Limited may be exposed to refinancing risk. In the event of an increase in interest rates, JSW Energy Limited’s debt servicing costs may increase at the time of refinancing JSW Energy Limited’s loan facilities and other financing arrangements, but JSW Energy Limited’s revenues under the relevant PPA may not correspondingly increase. This mismatch between the duration of JSW Energy Limited’s financing arrangements and the relevant PPAs may have a material adverse effect on JSW Energy Limited’s business, financial condition and results of operations.

12. Adverse market conditions and other conditions could result in impairment of JSW Energy Limited’s assets.

JSW Energy Limited’s Company reviews the carrying amounts of its tangible and intangible assets (including investments) to determine whether there is any indication that the carrying amount of those assets may not be recoverable through continuing use. Impairment review is conducted at the end of every financial year and there can be no assurance that JSW Energy Limited will not be required to take impairment charges in the future and, if taken, such charges may be significant.

13. JSW Energy Limited are involved in certain legal proceedings that, if determined against us, may adversely

impact JSW Energy Limited’s business and financial condition. JSW Energy Limited are involved in certain legal proceedings which are pending at different levels of adjudication before various courts, tribunals, enquiry officers, and appellate authorities, including inter alia:

show cause notices issued by customs authorities of Bangalore, Chennai and Pune for payment of customs duty in relation to classification and declaration of “bituminous coal” imported by JSW Energy Limited’s Company as “steam coal”.

two special leave petitions filed by the Karnataka Power Transmission Corporation Limited (“KPTCL”) before the Supreme Court in relation to recovery of difference in tariff for the period from August 1, 2000 to March 31, 2004 amounting to approximately Rs. 105crore under the PPA entered into between JSW Energy Limited’s Company and KPTCL.

The Karcham Wangtoo and Baspa Project which JSW Energy Limited recently acquired are also subject certain legal proceedings which may adversely impact JSW Energy Limited’s business and financial condition if JSW Energy Limited’s acquisition of these projects is completed.

JSW Energy Limited cannot provide assurance that these legal proceedings will be decided in JSW Energy Limited’s favour. Decisions in such proceedings adverse to JSW Energy Limited’s interests may have a significant adverse effect on JSW Energy Limited’s business, results of operations, cash flows and financial condition. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include amounts claimed jointly and severally. If any new developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals or receipt of additional notices, JSW Energy Limited may need to make provisions in JSW Energy Limited’s financial statements that could increase JSW Energy Limited’s expenses and current liabilities.

14. JSW Energy Limited’s power plants require diverse types of fuel to generate electricity and require significant

quantities of such fuels. In the future, JSW Energy Limited may not have secured long-term fuel supply arrangements for JSW Energy Limited’s projects and JSW Energy Limited may not be able to secure long-term fuel arrangements at competitive prices. The most critical feedstock required by power plants to generate electricity is fuel. With the exception of one hydroelectric project, all of JSW Energy Limited’s projects in operation are coal-fired or lignite-fired. A key factor in the success of these projects is the ability to source fuel at competitive prices and in sufficient quantities necessary to generate the contracted capacity under power purchase agreements. For JSW Energy Limited’s current and future operating projects, JSW Energy Limited cannot assure you that JSW Energy Limited will always be able to secure long-term fuel arrangements on competitive terms, if at all. Three of JSW Energy Limited’s operational power plants, with an aggregate power generation capacity of 2,060 MW, are fuelled by imported coal and JSW Energy Limited are therefore sensitive to any fluctuations in the costs of imported coal.

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Moreover, coal allocations are regulated by the Government of India. Whilst JSW Energy Limited may bid for these allocations, JSW Energy Limited cannot assure you that JSW Energy Limited will be able to successfully bid for coal mines in auctions held by the government, allocated an adequate quantity of coal at competitive prices to satisfy the necessary fuel supplies for these power plants or that JSW Energy Limited will be able to obtain the necessary additional fuel supplies from other sources on competitive terms. In addition, JSW Energy Limited’s competitors may acquire coal blocks through allocation or auctions to secure a long-term fuel supply for their power projects. This will enable them to reduce their reliance on and exposure to alternate fuel sources and help manage their costs of operations and market prices, thereby providing a competitive edge over us. Further, JSW Energy Limited continue to evaluate and may enter into arrangements for coal linkages in the future, including access to coal mines awarded in the coal auctions which may not materialize or may not provide results in accordance with JSW Energy Limited’s estimation and to that extent, it may adversely affect JSW Energy Limited’s results of operations and financial condition.

15. JSW Energy Limited rely on the JSW Group which is part of O.P. Jindal Group for certain key aspects of JSW

Energy Limited’s business as well as ancillary support services. Any failure by the JSW Group to provide these services on commercially reasonable terms and any failure by JSW Energy Limited to make alternative arrangements could have a material adverse impact on JSW Energy Limited’s business, financial condition and results of operations. JSW Energy Limited’s Company is a part of the JSW Group which is in turn a part of the O.P. Jindal Group. JSW Energy Limited have entered into agreements with JSW Steel Limited (JSWSL) for, among other things, fuel, water, power evacuation, off-take arrangements and operation and maintenance of their captive power plants. JSW Energy Limited have also entered into a number of understandings and arrangements with affiliates of the JSW Group for the provision of other services. JSWSL, supplies JSW Energy Limited with fuel, and water in order to meet JSW Energy Limited’s requirements. Separately, JSW Energy Limited provide power to JSWSL and JSW Cement Limited (JSWCL). JSW Energy Limited are significantly dependent on JSW Steel, JSW Energy Limited’s revenues from JSW Steel from sales of power operation and maintenance and other services. All these arrangements are carried out on an arms’ length basis. JSW Energy Limited may in the future enter into additional arrangements with other affiliates of the JSW Group.

JSW Energy Limited cannot assure you that JSW Energy Limited’s affiliates will enter into definitive agreements on the basis of the non-binding arrangements or if they do, that those agreements will be on terms commercially acceptable to us. Since affiliates of the O. P. Jindal Group or JSW Group will have multiple roles with respect to us, JSW Energy Limited may be limited in JSW Energy Limited’s ability to negotiate agreements with JSW Energy Limited’s affiliates to obtain the most favorable terms for us. If they do or have entered into definitive agreements with us, they may terminate their arrangements with JSW Energy Limited and there can be no assurance that JSW Energy Limited will be able to enter into alternative arrangements on similar terms. Failure to make alternative arrangements in a timely manner and on terms commercially acceptable to JSW Energy Limited could have a material adverse impact on JSW Energy Limited’s business, financial condition and results of operations.

In addition, JSW Energy Limited’s own development plans for some of JSW Energy Limited’s projects depend on the success of JSW Energy Limited’s affiliates. If JSW Energy Limited’s affiliates are not successful in maintaining and expanding their own businesses, it could cause JSW Energy Limited to delay, cancel or downsize certain projects under development and otherwise may have a material adverse effect on JSW Energy Limited’s financial condition, results of operations and business prospects.

16. JSW Energy Limited’s customers may have weak credit histories which may affect their ability to pay JSW

Energy Limited and adversely affect JSW Energy Limited’s financial position and results of operations. JSW Energy Limited’s customers tend to be state-owned distribution companies, public utilities and other private procurers. Certain of these entities, especially state-owned distribution companies and public utilities, may have had weak credit histories and JSW Energy Limited cannot assure you that these entities will always be able to pay to JSW Energy Limited in a timely manner, if at all. In addition, all or a substantial portion of revenues from the Hydroelectric projects & the RWPL plant are derived from the supply of power to a single customer. Any change in the financial position of JSW Energy Limited’s customers, especially those which off-take a substantial amount of power, that adversely affects their ability to pay JSW Energy Limited or any material failure or inability, financial or otherwise, to fulfil their obligations under the relevant power purchase agreements may adversely affect JSW Energy Limited’s own financial position and results of operations. In addition, there can be no assurance that in the event any customers

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default on payment, that the existing security arrangements JSW Energy Limited may have, adequately cover the payments due.

In addition, JSW Energy Limited may face difficulties enforcing state government guarantees under JSW Energy Limited’s PPAs. Also, faced with disputes and counterclaims between transmission companies, electricity boards and generation companies caused by a variety of factors, certain state governments have in the past refused to perform their obligations under such guarantees until such disputes or counterclaims have been fully resolved, which can take a substantial period of time. Any failure by any government entity to fulfil its obligations to JSW Energy Limited could have a material adverse effect on JSW Energy Limited’s cash flows, income, and financial condition, results of operation and business prospects.

17. JSW Energy Limited’s ability to develop a profitable power trading business is dependent on the success of

JSW Energy Limited’s trading, marketing and risk management policies which may not work as planned and which may affect JSW Energy Limited’s financial results and business prospects. JSW Energy Limited are currently trading a portion of the power from some of JSW Energy Limited’s power plants on merchant or ultra-short term basis. JSW Energy Limited’s ability to develop a profitable power business is significantly dependent on the success of JSW Energy Limited’s trading and risk management policies and strategies, which may not be followed or work as planned. As a result, JSW Energy Limited cannot predict with precision the impact that trading, marketing and risk management decision may have on JSW Energy Limited’s financial results and business prospects.

In addition, JSW Energy Limited’s trading and risk management activities are exposed to the risk that counterparties that owes us money or energy will breach their obligations. Should counterparties fail to perform, JSW Energy Limited may be forced to enter into hedging arrangements or honour the underlying commitment at then-current market prices. JSW Energy Limited may incur losses which may in turn adversely affect JSW Energy Limited’s financial results.

18. JSW Energy Limited require certain approvals and licenses in the ordinary course of business, and the failure

to obtain or retain them in a timely manner all may adversely affect JSW Energy Limited’s operations JSW Energy Limited require certain approvals, licenses, registrations and permissions for operating JSW Energy Limited’s business. JSW Energy Limited’s business may be adversely affected if JSW Energy Limited fail to obtain these license, or obtain or retain for JSW Energy Limited’s other projects any approvals or licenses, or renewals thereof, in a timely manner. If memoranda of understanding that JSW Energy Limited have with a number of State Governments are not executed, JSW Energy Limited will not be able to develop the relevant project. This will impact JSW Energy Limited’s ability to recover the entire fixed investments from the tariff approved by the state regulator. Furthermore, JSW Energy Limited’s approvals and licenses are subject to numerous conditions, some of which are onerous and require JSW Energy Limited to make substantial expenditures. If JSW Energy Limited fail to comply or a regulator claims JSW Energy Limited have not complied with these conditions, JSW Energy Limited’s business, prospects, financial condition and results of operations may be materially and adversely affected.

19. JSW Energy Limited do not have a controlling interest in some of JSW Energy Limited’s joint ventures and

may encounter problems relating to the operation of these joint ventures if the interests of JSW Energy Limited’s joint venture partners do not align with JSW Energy Limited’s interests. JSW Energy Limited’s ownership interest and voting rights in JSW Energy Limited’s joint ventures ranges between 11.0% and 49.0%. JSW Energy Limited’s joint venture partners may:

be unable or unwilling to fulfil their obligations, whether of a financial nature or otherwise; have economic or business interests or goals that are inconsistent with ours; take actions contrary to JSW Energy Limited’s instructions or requests or contrary to the joint ventures’

policies and objectives; fail to provide timely financial and operating data in order to comply with periodic reporting obligations to

clients, lenders or as required by law; take actions that are not acceptable to regulatory authorities; have financial difficulties; or have disputes with us.

JSW Energy Limited may also need the cooperation and consent of joint venture partners in connection with project operations, which may not always be forthcoming and JSW Energy Limited may not always be successful at managing

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JSW Energy Limited’s relationships with such partners. Any joint venture partner disputes leading to deadlock could cause delays and/or impact JSW Energy Limited’s fuel supplies while the matter is being resolved. A change of ownership interests in a joint venture might also cause an event of default under such joint venture’s financing arrangements with lenders, which may contain restrictions on changes to the capital structure of a joint venture and restrictions on the divestment of interests by joint venture partners. JSW Energy Limited may also be required to fund additional capital in JSW Energy Limited’s joint ventures, and in the event that JSW Energy Limited do not fund additional capital, JSW Energy Limited may dilute JSW Energy Limited’s shareholding in such joint ventures.

The inability of a joint venture partner to continue with a project due to financial and/or legal difficulties could mean that, as a result of JSW Energy Limited’s joint and several liabilities, JSW Energy Limited may be required to make additional investments and/or provide additional services to ensure the performance and delivery of the contracted services. Additionally, if JSW Energy Limited’s joint ventures incur continuing losses, JSW Energy Limited’s investment in such joint ventures may have to be written off.

20. Changes in technology may affect JSW Energy Limited’s business by making JSW Energy Limited’s equipment

or power projects less competitive or obsolete. JSW Energy Limited’s future success will depend in part on JSW Energy Limited’s ability to respond to technological advances and emerging power generation industry standards and practices on a cost-effective and timely basis. Changes in technology and high fuel costs of thermal power projects may make newer generation power projects or equipment more competitive than ours or may require JSW Energy Limited to make additional capital expenditures to upgrade JSW Energy Limited’s facilities. In addition, there are other technologies that can produce electricity, most notably fuel cells, micro turbines, windmills and photovoltaic (solar) cells. If JSW Energy Limited are unable to adapt in a timely manner to changing market conditions, customer requirements or technological changes, JSW Energy Limited’s business and financial performance could be adversely affected. JSW Energy Limited also do not have experience with super-critical and large capacity sub-critical power plants.

21. Demand for power in India may not increase to the same extent as JSW Energy Limited expect or at all, which

may adversely affect JSW Energy Limited’s results of operations. JSW Energy Limited expect demand for power in India to increase in connection with anticipated increases in India’s Gross Domestic Product (GDP). However, there can be no assurance that demand for power in India will increase to the extent JSW Energy Limited expect or at all. In the event that demand for power in India does not increase as JSW Energy Limited expect, JSW Energy Limited’s results of operations and expansion strategy may be materially and adversely affected.

22. Claims under the Land Acquisition Act, 1894 and the Right to Fair Compensation and Transparency in Land

Acquisition, Rehabilitation and Resettlement Act, 2013 may adversely impact us. Whilst the Central and/or State Governments may obtain land clearances on which JSW Energy Limited’s projects are being implemented, in the event that the affected landowners seek to bring claims objecting to the acquisition of their land for a particular project, it is possible that the landowners may also make claims against JSW Energy Limited or join JSW Energy Limited as parties to these proceedings. In case of such claims, while JSW Energy Limited believe JSW Energy Limited would not be liable to pay any compensation (as right of way is to be provided by the client), JSW Energy Limited face a risk of delay in project implementation or other intangible losses such as loss of reputation or distraction of management time.

23. JSW Energy Limited’s power projects carry risks which may not be fully covered by insurance policies to cover

JSW Energy Limited’s economic losses, exposing JSW Energy Limited to substantial costs and potentially leading to material losses. Power projects carry many risks, which, to the extent they materialize, include:

political, regulatory and legal actions that may adversely affect a project’s viability; changes in government and regulatory policies; delays in construction and operation of projects; adverse changes in market demand or prices for the products or services that the project, when completed,

is expected to provide; shortages of or adverse price movement for construction materials; design and engineering defects; breakdown, failure or substandard performance of equipment;

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improper installation or operation of equipment; labour disturbances; terrorism and acts of war; inclement weather and natural disasters; pollution and other environmental hazards; industrial accidents; and adverse developments in the overall economic environment in India.

Not all of the above risks may be insurable or possible to insure on commercially reasonable terms. Although JSW Energy Limited believe that JSW Energy Limited’s Company and JSW Energy Limited’s project company subsidiaries have insurance that is customary for operating power plants in India, this insurance may not provide adequate coverage in certain circumstances and is subject to certain deductibles, exclusions and limits on coverage.

Mining operations are subject to hazards and risks normally associated with the exploration, development and production of natural resources, any of which could disrupt JSW Energy Limited’s operations or cause damage to persons or property. The occurrence of industrial accidents, such as explosions, fires, transportation interruptions and inclement weather as well as any other events with negative environmental consequences, could adversely affect JSW Energy Limited’s operations by disrupting JSW Energy Limited’s ability to extract minerals from the mines JSW Energy Limited operate or exposing JSW Energy Limited to significant liability.

JSW Energy Limited cannot assure you that the projects which JSW Energy Limited’s Company or JSW Energy Limited’s project companies are involved in will not be affected by any of the incidents and hazards listed above, or that the terms of JSW Energy Limited’s insurance policies, will adequately, if at all, cover all damage or losses caused by any such incidents and hazards as they contain exclusions and limitations on coverage. To the extent that JSW Energy Limited suffer damage or losses for which JSW Energy Limited did not obtain or maintain insurance, or exceeds JSW Energy Limited’s insurance coverage, the loss would have to be borne by JSW Energy Limited or the project company, as the case may be. The proceeds of any insurance claim may also be insufficient to cover the rebuilding costs as a result of inflation, changes in regulations regarding infrastructure projects, environmental and other factors. JSW Energy Limited cannot assure you that material losses in excess of insurance proceeds will not occur in the future.

JSW Energy Limited may also suffer losses due to risks not addressed as a co-insured under the insurance policies of contractors. While JSW Energy Limited maintain insurance policies to cover business interruption, property damage, machinery breakdown, natural disaster risks, and other insurable risks that are not assigned to contractors, JSW Energy Limited cannot assure you that any cost overruns or additional liabilities on JSW Energy Limited’s part would be adequately covered by such insurance policies. It may also not be possible to obtain adequate insurance against some risks on commercially reasonable terms. Failure to effectively cover ourselves against risks could expose JSW Energy Limited to substantial costs and potentially lead to material losses. The occurrence of any of these risks may also adversely affect JSW Energy Limited’s reputation.

Insurance policies may not be available to JSW Energy Limited at economically acceptable premiums, or at all, in the future at any time that JSW Energy Limited may seek to purchase or renew such insurance. Should an uninsured loss or a loss in excess of insured limits occur, JSW Energy Limited may lose part or all of JSW Energy Limited’s investment in the relevant project company.

24. JSW Energy Limited hold investments in JSW Energy Limited’s power plants through subsidiaries and in the

future, JSW Energy Limited’s financial results will increasingly depend on the performance of these subsidiaries, in particular the payment of dividends, for JSW Energy Limited’s revenue. JSW Energy Limited develop JSW Energy Limited’s power generation projects through JSW Energy Limited’s subsidiaries that are wholly or majority owned by us. The ability of these Subsidiaries to make dividend payments is constrained by corporate laws and regulations and JSW Energy Limited’s dividend policy. Loans made to subsidiaries contain important exceptions and qualifications with respect to the payment of dividends. For example, before any dividend can be paid, a debt service coverage ratio test must be satisfied and debt service reserve accounts and other accounts must be sufficiently funded.

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In addition, in the event of a bankruptcy, liquidation or reorganization of such a subsidiary or joint venture, JSW Energy Limited only have a shareholder’s claim against the assets of such subsidiary or joint venture which is subordinate to the claims of lenders and other creditors. Under these loans, the position of the lenders is further protected with a floating charge over all assets including dividend payments by, and all cash of, these subsidiaries and joint venture. This effectively, means that the lenders have a first priority lien over any distribution made from assets upon the occurrence of an event of default. JSW Energy Limited may be unable to pay dividends in the near or medium term, and JSW Energy Limited’s future dividend policy will depend on JSW Energy Limited’s capital requirements and financing arrangements for new projects, financial condition and results of operations.

25. Contingent liabilities could adversely affect JSW Energy Limited’s financial condition.

The Company’s pending litigations comprise mainly claims against the Company, property disputes, proceedings pending with Tax and other Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements. If a significant portion of these liabilities materializes, it could have a material adverse effect on JSW Energy Limited’s business, financial condition and results of operations.

26. Increases in interest rates may materially impact JSW Energy Limited’s results of operations.

As JSW Energy Limited’s power business is capital intensive, JSW Energy Limited are exposed to interest rate risk. JSW Energy Limited’s Company is seeking to finance growth in part, with debt, which means that any increase in interest expense may have an adverse effect on JSW Energy Limited’s Company’s financial results and business prospects. JSW Energy Limited’s Company’s current debt facilities carry interest at fixed rates with the provision for periodic reset of interest rates as well as variable rates. As of November 30, 2016, more than 80% of JSW Energy Limited’s total debt on a consolidated basis was subject to variable rates.

In view of the high debt to equity ratios of the project company subsidiaries, typically 3 to 1, an increase in interest expense at the project company level is likely to have a significant adverse effect on the project company’s financial results and also increase the cost of capital to JSW Energy Limited’s Company which will, in turn, reduce the value of projects to JSW Energy Limited’s Company.

Although JSW Energy Limited’s Company may decide to engage in interest rate hedging transactions or exercise the right available to JSW Energy Limited’s Company to terminate the current debt financing arrangement on the respective reset dates and enter into new financing arrangements, there can be no assurance that it will be able to do so on commercially reasonable terms, that its counterparties will perform their obligations, or that these agreements, if entered into, will protect it fully against interest rate risk.

27. JSW Energy Limited’s results of operations could be adversely affected by strikes, work stoppages or increased

wage demands by JSW Energy Limited’s employees or any other kind of disputes with JSW Energy Limited’s employees. JSW Energy Limited have 1,994 employees as of March 31, 2017, and JSW Energy Limited expect to employ additional employees once JSW Energy Limited commence operations at JSW Energy Limited’s power projects currently under implementation or development. There can be no assurance that JSW Energy Limited will not experience disruptions to JSW Energy Limited’s operations due to disputes or other problems with JSW Energy Limited’s work force, which may adversely affect JSW Energy Limited’s business and results of operations.

JSW Energy Limited enter into contracts with independent contractors to complete specified assignments and these contractors are required to source the labour necessary to complete such assignments. Although JSW Energy Limited do not engage these labourers directly, it is possible under Indian law that JSW Energy Limited may be held responsible for wage payments to labourers engaged by contractors should the contractors default on wage payments. Any requirement to fund such payments may adversely affect JSW Energy Limited’s business, financial condition and results of operations.

Furthermore, pursuant to the provisions of the Contract Labour (Regulation and Abolition) Act, 1970, JSW Energy Limited may be required to retain such contract labourers as JSW Energy Limited’s employees. Any such order from a court or any other regulatory authority may adversely affect JSW Energy Limited’s business and results of JSW Energy Limited’s operations.

35



28. JSW Energy Limited expect to receive certain tax benefit, which may not be available to JSW Energy Limited

in the future and if such tax benefits become unavailable, JSW Energy Limited’s business, financial condition and results of operations could be materially and adversely affected. In accordance with and subject to the condition specified in Section 80 IA of the I.T. Act, 1961, JSW Energy Limited would be entitled to deduction of 100% of profits derived from the generation, distribution or transmission of power for any 10 consecutive assessment years out of 15 years, beginning from the year in which the undertaking generated power or commenced transmission or distribution of power, provided that such commencement is on or before March 31, 2017. As such, JSW Energy Limited may not be eligible to receive the tax benefits for future projects that are commissioned after the designated date. JSW Energy Limited cannot assure you that the Government will extend the period of availability for such tax benefits and if such tax benefits become unavailable, JSW Energy Limited’s business, financial condition and results of operations could be materially and adversely affected.

36



SECTION IV: DISCLOSURE AS PER SEBI REGULATIONS

OFFERING INFORMATION- REGULATORY DISCLOSURES (under the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008)

This Disclosure Document is prepared in accordance with the provisions of SEBI Regulations and the Act.

DISCLOSURES

A. DOCUMENTS SUBMITTED TO THE EXCHANGES:

The following documents have been / shall be submitted to BSE, along with the listing application: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories. E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where

applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc. and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission / consent from the prior creditor for a pari passu charge being created, where

applicable, in favour of the Debenture Trustee to the proposed Issue has been obtained - Not applicable since no pari passu charge is being created to secure the Debentures.

B. DOCUMENTS SUBMITTED TO THE DEBENTURE TRUSTEE:

The following documents have been / shall be submitted to Debenture Trustee:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years’ audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial

Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any.

E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular Naseby/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders within two working days of their specific request.

37



A. ISSUER INFORMATION

a) Issuer Profile and Advisor Information

Name JSW Techno Projects Management Limited Registered & Corporate Office Address

JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India Tel. No. +91 22 4286 1000; Fax. No. +91 22 4286 3000

Compliance Officer of the Issuer Mr. Sanjay Gupta

Email [email protected] CFO of the Issuer Mr. Praveen Goyal Arrangers, if any, of the Instrument None Trustee of the Issue Catalyst Trusteeship Limited

Address: Office No. 83 - 87, 8th Floor, B' Wing, Mittal Tower, Nariman Point, Mumbai - 400021. Tel No. +91 (022) 4922 0555, +91 9967 4048 38 Website: www.catalysttrustee.com

Registrar to the Issue Karvy Computershare Private Limited Address: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Tel: 040-67162222 to 24; Fax: 040-23001153 Website: www.karvy.com

Credit Rating Agency of the Issue

Brickwork Ratings India Private Limited Address:3rd Floor, Raj Alkaa Park, 29/3 & 32/2, Kalena Agrahara, Bannerghatta Road, Bangalore – 560 076 Tel No. 080 – 40409940; Fax: 080 - 40409941 Website: www.brickworkratings.com

Auditors of the Issuer HPVS & Associates Address: 244 Kuber, Kartik Co-Operative Housing Society, Near Laxmi Industrial Estate, Lokhandwala, Andheri West, Mumbai – 400 054 Tel No. 022- 2674 1493 Website: www.hpvs.in

b) brief summary of the business / activities of the Issuer and its line of business:

(i) Overview and Corporate Structure of the Company: JSW Techno Projects Management Limited was incorporated on May 4, 2010 with the main object to carry on the business of rendering project management services including management consultancy services and to act as advisor inter alia in the matters relating to finance, organization, management, commencement or expansion, cost control, technical know-how planning, development etc. and also to undertake the strategic long term investments activity. The Company currently operates three lines of business activity i.e. a) Operation & Management (O&M) / Project Management Consultancy Services; b) Strategic Investments; and c) Manufacturing.

The Issuer have branches / units at i) Dolvi, Maharashtra; ii) Bellary, Karnataka and iii) Jajpur, Odisha. As on date of this Private Placement Offer Letter the Issuer has the following subsidiaries:

Name of the Company Business Activity Branch / Units

JSW Logistics Infrastructure Private Limited

Transport and Logistic Services Mumbai, Maharashtra & Bellary, Karnataka

Makler Private Limited Textile Products Delhi JTPM Metal Traders Private Limited Metal processor and traders Delhi Piombino Steel Limited Steel manufacturing and processing Delhi

38



Brief particulars of the management of the Company.

(i) Mr. Anunay Kumar, Director Mr. Anunay Kumar is a Mechanical engineer with Post Graduate diploma in Business Management. He has more than 40 years’ experience in design, engineering and project management in India and abroad out of which more than 10 years has been at Board level. He has varied experience in advising and guiding large teams in critical areas of Engineering, procurement and project management of Metallurgical plants, Mines and Infrastructure. Prior to joining the group, Mr. Kumar was the Director (Technology) of MECON Limited. He has vast experience and knowledge in the field of project management

(ii) Mr. Alok Mehrotra, Director

Mr. Alok Mehrotra is a Commerce Graduate & a Chartered Accountant with 33 year of work experience in cement, steel, infrastructure industries. Mr. Mehrotra has been associated with JSW Group from 1995 and has handled various important assignments during his stint of 20 years with the Group. Prior to joining JSW Group, Mr. Mehrotra was associated with the U. P. STATE Cement Corporation Limited, the then largest public sector undertaking of Uttar Pradesh for a period of 14 years

(iii) Mr. Sanjeev Doshi, Director

Mr. Sanjeev Doshi is a B.com Graduate and is a fellow member of the Institute of Chartered Accountants of India. He is having experience of more than 20 years in the field of Accounts, Finance, Taxation & Corporate Laws.

(iv) Mr. Ashok Kumar Jain, Independent Director

Mr. Ashok Kumar Jain, aged 65 years, holds a degree of B.E. (Electronic & Communications) and has over 42 years of experience in the field of engineering. He has expertise in the field of engineering and has handled various projects at management level.

(v) Dr. Rakhi Jain, Independent Director

Dr. Rakhi Jain, aged 46 years, has done her post-graduation from Delhi University and holds a degree of Doctorate in Home Science from University of Delhi titled: ‘Factors Affecting Sexual Risk-Taking Behaviour and Reproductive Health among adolescent girls’. She has vast field experience and has been associated with Water and Sanitation Project of UNICEF as project officer and Consultant and Resource Person for Indira Gandhi National Open University.

(vi) Mr. Vinay Nene, Whole-time Director

Mr. Vinay Nene is a Mechanical engineer. He is Fellow of Institution of Engineers (FIE) and a Chartered Engineer. He is Life Member of Indian water works association and Life member of Indian Institute of Metals. Mr. Nene also holds Post Graduate Diploma (EMBA) – Operations from SIES, Navi Mumbai. He has around 30 years of experience. Mr. Nene has been associated with JSW Group from the year 2000 and has handled various important assignments during his stint of 17 years with the Group. Prior to joining JSW Group, Mr. Nene was associated with Orkay Polyester and Kirloskar Pneumatic Co. Ltd.

(vii) Mr. Praveen Goyal, Chief Financial Officer

Mr. Praveen Goyal, aged 33 years, is an associate member of the Institute of Chartered Accountants of India and holds a bachelor degree in Commerce. He has over 7 years of experience in Finance & Accounts.

(viii) Mr. Sanjay Gupta, Company Secretary

Mr. Sanjay Gupta, aged 31 years, is a Commerce Graduate and a qualified Company Secretary. Mr. Gupta also holds a bachelor degree in Law and has over 9 years of experience in the field of law and corporate finance. Prior to joining JSW Group, Mr. Gupta was associated with IL&FS Group.

39



(ii) Key Operational and financial parameters for the last three audited years and latest half yearly (limited reviewed)

(Rupees in Lakhs) Parameters Half year ended

September 30, 2018 FY ended

March 31, 2018 FY ended

March 31, 2017 FY ended

March 31, 2016 Standalone Consolidated Consolidated Consolidated

(Limited Reviewed) (Audited) (Audited) (Audited)

For Non-Financial Entities Net-worth 6,10,080.80 4,43,848.95 2,09,246.17 9,578.76Total Debt of which – Non Current

Maturities of Long Term Borrowing

2,97,096.26 2,34,056.66 2,20,866.28 1,66,938.51

Short Term Borrowing 39,775.00 16,075.00 15,575.00 49,575.00

Current Maturities of Long Term Borrowing

76,435.00 56,710.00 12,000.00 35,000.00

Long Term Provisions 402.18 404.10 344.98 295.91Net Fixed Assets 1,859.91 141.09 131.78 5,174.41 Non-Current Assets 10,72,220.75 8,45,376.96 5,39,662.33 3,26,436.12Cash and Cash Equivalents 27,269.12 1,518.36 1,030.08 804.37Current Investments 8,575.56 15,461.01 - 300.19 Current Assets 25,494.83 16,800.59 13,136.33 6,516.92Current Liabilities 1,14,990.56 1,55,894.14 77,240.03 1,30,550.90Net Sales 31,584.32 24,157.65 26,363.55 15,842.48EBITDA 19,831.64 15,896.51 20,502.38 11,347.31EBIT 19,813.72 15,887.51 20,496.66 11,333.80 Interest 20,538.08 34,894.80 35,892.58 33,492.97 PAT 137.92 (15,062.59) (11,919.36) (32,558.62)Dividend amounts - - - - Current ratio 0.22 0.11 0.17 0.05 Interest coverage ratio 1.01 0.49 0.62 0.37 Gross debt/equity ratio 0.68 0.69 1.19 26.26 Debt Service Coverage Ratios

0.55 0.46 0.20 0.07

The debt equity ratio prior to and after issue of the debt security

Before the issue of debt securities 0.68 After the issue of debt securities 0.76

(iii) Project cost and means of financing, in case of funding of new projects

Not Applicable

c) brief history of the Issuer since its incorporation giving details of its following activities i. Details of Share Capital as on Quarter ended December 31, 2018

Particulars Amount (INR)Authorised Share Capital 50,000 Equity Shares of INR 10 each 5,00,00060,50,00,000 Preference Shares of INR 10 each 605,00,00,000

Total 605,05,00,000 Issued, Subscribed & Paid-up Share Capital 50,000 Equity Shares of INR 10 each 5,00,00050,90,00,000 Zero Coupon Redeemable Preference Shares of INR 10 each 509,00,00,00050,00,000 Zero Coupon Compulsory Convertible Preference Shares of INR 10 each 5,00,00,000

40



Particulars Amount (INR)Total 514,05,00,000

ii. Changes in its capital structure as on last quarter end i.e. December 31, 2018, for the last five years: -

No. Meeting Type Date of Change

Share Capital Prior to Change (Rs.)

Share Capital after change (Rs.)

Particulars

1. Extra-ordinary General Meeting

March 25, 2015

5,00,000 60,05,00,000 Increase in Preference Share Capital by Rs.60 crores


March 31, 2015

60,05,00,000 80,05,00,000 Increase in Preference Share Capital by Rs.20 crores


June 11, 2015

80,05,00,000 1,10,05,00,000 Increase in Preference Share Capital by Rs.30 crores


October 15, 2015

1,10,05,00,000 1,25,05,00,000 Increase in Preference Share Capital by Rs.15 crores


February 25, 2016



November 23, 2016



December 20, 2016



June 1, 2018 4,05,05,00,000 5,05,05,00,000 Increase in Preference Share Capital by Rs.100 crores


November 19, 2018


iii. Share Capital History of the Company as on December 31, 2018, for the last five years: -

a. Equity Share Capital History of the Company as on December 31, 2018, for the last five years: - Date of Allotment

No. of Shares allotted

Type of Shares allotted

Face Value per share

Issue Price per shares

Form of consideration

Nature of allotment

Cumulative Remarks

No. of Shares

Share Capital (Rs.)

Share Premium (in Rs.)

May 12, 2010

50,000 Equity Shares

10 10 Cash Subscription

50,000 5,00,000

-

41



b. Preference Share Capital History of the Company as on December 31, 2018, for the last five years: - Date of Allotment






Nature of allotment

Cumulative Remarks

No. of Shares

Share Capital (Rs.)

Share Premium (in Rs.)

April 13, 2015

6,00,00,000

Zero Coupon Redeemable Preference Shares

10 10 Cash Rights Issue

6,00,00,000

60,00,00,000

-

June 1, 2015

2,00,00,000



8,00,00,000

80,00,00,000

-

September 22, 2015

2,50,00,000



10,50,00,000

105,00,00,000

-

November 7, 2015

1,00,00,000



11,50,00,000

115,00,00,000

-

December 3, 2015

1,00,00,000



12,50,00,000

125,00,00,000

-

March 28, 2016

9,20,00,000



21,70,00,000

217,00,00,000

-

December 12, 2016

11,00,00,000



32,70,00,000

327,00,00,000

-

January 7, 2017

2,00,00,000

Zero Coupon Redeemable


34,70,00,000

347,00,00,000

-

42



Preference Shares

March 30, 2017

50,00,000 Zero Coupon Redeemable Preference Shares


35,20,00,000

352,00,00,000

-

June 28, 2017

1,20,00,000



36,40,00,000

364,00,00,000

-

June 7, 2018

3,00,00,000



39,40,00,000

394,00,00,000

-

December 6, 2018

11,50,00,000



50,90,00,000

509,00,00,000

-

January 7, 2017

50,00,000 Zero Coupon Compulsory Convertible Preference Shares


50,00,000 5,00,00,000

-

*details of each class of shares issued by the Company is given separately

iv. Details of any acquisition or amalgamation in the past 1 year

In last 1 year, the Company have entered into following transactions related to mergers and acquisitions: - a) The Company had entered into a Share Purchase Agreement dated December 15, 2017, along with other

transaction documents, along with Thriveni Pellets Private Limited and Mitsun Steels Private Limited to acquire 100% stake in Brahmani River Pellets Limited in the ratio of 49:49:2, with the closing date for said acquisition being February 25, 2018. The Company now holds 446,595,619 equity shares of Rs. 10 each of Brahmani River Pellets Limited, representing 49% of its total shareholding, thereby making it an associate of the Company.

b) The Company on February 7, 2018 had incorporated JTPM Atsali Limited, with 10,000 equity shares of Rs.10 each, as its wholly owned subsidiary of the Company. The Company along with other Companies of the Group had entered into the strategic alliance with AION Investments Private II Limited for acquiring Monnet Ispat & Energy Limited under the Insolvency & Bankruptcy Code, 2016. The Company as part of the said transaction, had disinvested its investment in equity shares of JTPM Atsali Limited and sold the same to AION Investments Private II Limited w.e.f. August 31, 2018 at face value. The Company, on August 29, 2018, had subscribed to the 10,00,000; 6% Optionally Convertible Preference Shares of Rs.10 each amounting to Rs.1,00,00,000.

c) Further, the Company, as part of arrangement for acquisition of Monnet Ispat & Energy Limited under the Insolvency & Bankruptcy Code, 2016, the Company had received 6,23,661 equity shares of Monnet Ispat & Energy Limited, which after implementation of the Final Resolution Plan, as approved by NCLT was reduced to 2,05,808 equity shares.

43



d) The Company vide Share Purchase Agreement dated September 27, 2018, had acquired 2,94,118 equity shares of National Stock Exchange of India Limited.

e) The Company had also acquired 100% equity shares of Makler Private Limited and JTPM Metal Traders Private Limited (erstwhile Impatient Traders Private Limited).

f) The Company on September 21, 2018 had incorporated Piombino Steel Limited, with 10,000 equity shares of Rs.10 each, as its wholly owned subsidiary of the Company.

g) The Board of Directors of the Company vide their Board Resolution dated January 11, 2019 have approved the scheme of amalgamation of JSW Logistics Infrastructure Private Limited, wholly owned subsidiary of the Company, with the Company and its shareholders. The Company have filed an application with National Company Law Tribunal for the same.

v. Details of Reorganization and Reconstruction in the last 1 year

No Reorganization and Reconstruction has taken place.

d) Details of the shareholding of the Company i. Shareholding pattern of the Issuer as on quarter ended December 31, 2018

No. Name of the Shareholder Total No of Shares

No of Shares in Demat Form

Percentage No of Shares Pledged

% of Shares pledged

Equity Shares 1. Mrs. Sangita Jindal 49,400 49,400 98.80 15,000 30.002. Mr. Nirmal Kumar Jain

(nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

3. Mr. K. N. Patel (nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

4. Mr. Balwant Ranka (nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

5. Mr. Sriram K.S.N (nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

6. Mr. Deepak Yeshwant Bhat (nominee of Mrs. Sangita Jindal)

50 - 0.10 - -

7. Mr. Bhushan Prasad (nominee of Mrs. Sangita Jindal)

50 - 0.10 - -

8. JSW Projects Limited 50 - 0.10 - -9. Mr. Sajjan Jindal & Mrs.

Sangita Jindal (as Trustee of Sajjan Jindal Family Trust)

50 - 0.10 - -

Total 50,000 49,400 100.00 15,000 30.00Zero Coupon Redeemable Preference Shares 1. JSW Projects Limited 47,65,00,000 47,65,00,000 91.75 - -2. South-west Mining Limited 3,25,00,000 3,25,00,000 8.25 - -Total 50,90,00,000 50,90,00,000 100.00 - -Zero Coupon Compulsory Convertible Preference Shares 1 Mr. Sajjan Jindal & Mrs.


50,00,000 - 100.00 - -

Total 50,00,000 - 100.00 - -

44



ii. List of top 10 holders of equity shares of the Company as on quarter ended December 31, 2018 The Issuer has nine equity shareholders as on the date of this Private Placement Offer Letter and details are as given hereinabove.

e) Details of the directors of the Company

i. Details of the current directors of the Issuer The following table sets forth details regarding the Issuer’s Board of Directors as on December 31, 2018:

Sr. No.

Name, Designation of Directors, DIN and

Occupation

Age Addresses Director of the Issuer

Since

Other Directorships

1. Mr. Anunay Kumar Director (01647407) Occupation: Service

72 9, Mekon Colony, P. S. Doranda, P. O. Hinu, Ranchi, 834002, Jharkhand

November 1, 2012

As mentioned in Annexure 11

2. Mr. Alok Mehrotra Director (01066025) Occupation: Service

61 A-9/503, Saket Complex, Majiwada, Thane (West), Mumbai – 400 601, Maharashtra

January 7, 2017

3. Mr. Sanjeev Doshi Director (06675966) Occupation: Service

49 B/201, Mhatre Plaza, M. G. Road, Dahanukar Wadi, Kandivali (West), Mumbai – 400067, Maharashtra

March 20, 2014

4. Mr. Ashok Kumar Jain Independent Director (02734338) Occupation: Service

68 A1602 Videocon Towers Thakur Complex, Kandivali East, Mumbai, 400101, Maharashtra

March 26, 2015

5. Dr. Rakhi Jain Independent Director (07138042) Occupation: Service

49 House No. 1601, Building No. 55, NRI Complex,, Phase - II, Seawoods Estate, Sector 54, Seawoods, Navi Mumbai, 400706, Maharashtra

March 26, 2015

6. Mr. Vinay Nene Whole-time Director (07987332) Occupation: Service

54 101, Devayani Apartment, Hanuman Ali, Nene Wada Pen, Pen, Raigarh – 402107, Maharashtra

November 30, 2017

None of the Issuer’s Directors are listed as defaulters in the RBI Defaulters’ List and / or ECGC default List as on the date of this Private Placement Offer Letter.

ii. Details of change in Directors since last three years:

Name, Designation and (DIN) Date of Appointment

Director of the Issuer Since (In case of

resignation)

Remarks (Date of

Resignation) Mr. Anunay Kumar, Director, (01647407) 01/11/2012 01/11/2012-Till date - Mr. Sanjeev Doshi, Director, (06675966) 20/03/2014 20/03/2014-Till date - Ms. Nagarani Ganapathy, Director, (00025032)

17/04/2014 17/04/2014-26/03/2015 26/03/2015

Mr. Ashok Kumar Jain, Independent Director (02734338)

26/03/2015 26/03/2015-Till date -

Dr. Rakhi Jain, Independent Director (07138042)

26/03/2015 26/03/2015-Till date -

Mr. Alok Mehrotra, Director (01066025) 07/01/2017 07/01/2017-Till date -

45



Mr. Vinay Nene, Whole time Director (07987332)

30/11/2017 30/11/2017-Till date -

f) Details of Auditors of the Company

i. Details of Auditors of the Company Name Address Auditor Since

HPVS & Associates 244 Kuber, Kartik Co-Operative Housing Society, Near Laxmi Industrial Estate, Lokhandwala, Andheri West, Mumbai – 400054

From F.Y. 2017-18 onwards

ii. Details of change in auditors since last three years:

Name Address Date of Appointment / Resignation

Auditor of the Company Since (in case of resignation)

Remarks

Shah Gupta & Co.

38, 2nd floor, Bombay Mutual Building, Dr. D. N. Road, Fort, Mumbai – 400 001

Since First Financial year of the company to F.Y. 2016-17

HPVS & Associates

244 Kuber, Kartik Co-Operative Housing Society, Near Laxmi Industrial Estate, Lokhandwala, Andheri West, Mumbai – 400054

From F.Y. 2017-18 onwards

g) Details of borrowings of the Company as on the quarter ended December 31, 2018

i. Details of Secured Loan Facilities: Lender’s

Name Type of Facility

Amount Sanctioned

(INR in lacs)

Principle Amount

Outstanding (INR in lacs)

Repayment Date/ Schedule

Security

HDFC Ltd Loan Against shares

50,000.00 50,000.00 Amount in lakhs

Date

15,000.00 08/06/2019

15,000.00 08/12/2019

20,000.00 08/06/2020

Pledge of shares of JSW Steel Limited and JSW Energy Limited, provided by group Company

Aditya Birla Finance Limited

Loan Against shares

10,000.00 10,000.00 06/06/2021

Axis Finance Limited

Loan Against shares

7,000.00 7,000.00 06/06/2021

TATA Capital Finance

Loan Against shares

5,000.00 5,000.00 06/06/2020

Kotak Mahindra Prime Limited

Loan Against shares

10,000.00 10,000.00 03/07/2021

Yes bank Rupee term Loan

43,000.00 32,653.00 ₹ 860.00 lakhs term loan facility is repayable in 4 quarterly instalments of ₹215.00 lakhs from 30.06.2018 to 22.03.2019.

Exclusive charge, on all the Receivables from sale of BRPL Pellets

Exclusive charge over Current Account (for

46



₹3,440.00 lakhs term loan facility is repayable in 4 quarterly instalments of ₹860.00 lakhs from 30.06.2019 to 22.03.2020

₹15,480.00 lakhs term loan facility is repayable in 12 quarterly instalments of ₹1,290.00 lakhs from 30.06.2020 to 22.03.2023.

₹23,220.00 lakhs term loan facility is repayable in 12 quarterly instalments of ₹1,935.00 lakhs from 30.06.2023 to 22.03.2026.

all receivables from sale of BRPL Pellets

Exclusive Charge/ Assignment/Mortgage of the rights arising out of Offtake Agreements from BRPL to the borrower

Exclusive charge over loan granted by the Borrower to BRPL

Pledge of 49% equity shares of BRPL held by the Company.

ICICI Bank

Rupee term Loan

59,000.00 47,331.43 ₹35,700.00 lakhs term loan facility is repayable in 40 quarterly instalments of ₹892.50 lakhs from 30.06.2019 to 31.03.2029.

₹23,300.00 lakhs term loan facility is repayable in 40 quarterly instalments of ₹582.50 lakhs from 30.06.2021 to 31.03.2031.

first ranking charge on all movable and immovable properties including land taken on lease from JSW Steel Limited (for Dolvi Project), both present and future of the respective Project, and charge on Project Accounts.

15,000 equity shares of the Company

ii. Details of Unsecured Loan Facilities:

Lender’s Name Type of Facility Amount Sanctioned

(INR in lacs)

Principle Amount Outstanding

(INR in lacs)

Repayment Date/ Schedule

Descon Ltd Unsecured loan 2,375.00 1575.00 On demandJSW Holdings Ltd. Unsecured loan 17,500.00 17,500.00 On demand

47



iii. Details of NCDs Debenture Series Tenor /

Period of Maturity

Coupon Amount (INR in Crores)

Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured/ unsecured

Security

157, Secured Redeemable Non-Convertible Debentures

9 years Zero Coupon 157 November 7, 2012

November 6, 2021

Non-rated

Secured i) Flat No. 11, admeasuring about 827 square feet of built up area (equivalent to 86.15 square metres) on the 2nd Floor in building No. 4, Plot No.4 of Vrindavan Residential Complex, situated at Village Khativali, Taluka Shahapur, District Thane in the State of Maharahstra.

ii)3rd party pledge of Fully Convertible Debentures of JSW Investments Private Limited, by DBJ Advisory Services Private Limited.

50, Secured Redeemable Non-Convertible Debentures

9 years & 1 day

9% upto January 9, 2019 and thereafter Zero Coupon.

50 January 10, 2013

January 10, 2022

Non-rated

Secured

1250, Rated, Listed Zero Coupon Secured Redeemable Non-convertible Debentures

63 months Zero 125 February 6, 2015

May 6, 2020 BWR A (SO)

Unsecured a pledge created on the relevant shares of JSW Energy Limited and JSW Steel Limited by the pledgors (being: (a) JSW Investments Private Limited; (b) Sahyog Tradcorp Private Limited; (c) Vividh Consultancy Advisory Services Limited; and (d) Indusglobe Multiventures Private Limited

4750, Rated, Listed Zero Coupon Secured Redeemable Non-Convertible Debentures Tranche 1 - Series A 48 months Zero 120 February

13, 2015 February 13, 2019*

BWR A (SO)

Secured a pledge created on the relevant shares of JSW Energy Limited and JSW Steel Limited by the pledgors (being: (a) JSW Investments Private Limited; (b) Sahyog Holdings Private Limited; (c) Vividh Finvest Private Limited; (d) Indusglobe Multiventures Private Limited and (e) the Company.

Tranche 1 - Series B 52 months Zero 120 February 13, 2015

June 13, 2019 BWR A (SO)

Secured

Tranche 2 - Series A 48 months Zero 120 February 13, 2015

February 13, 2019*

BWR A (SO)

Secured

Tranche 2 - Series B 52 months Zero 115 February 13, 2015

June 13, 2019 BWR A (SO)

Secured

3000, Rated, Listed Zero Coupon Secured Redeemable Non-convertible Debentures Series A 61 months Zero 75 June 4,

2015 July 3, 2020 BWR A

(SO) Unsecured a pledge created on the relevant shares of JSW

Energy Limited and JSW Steel Limited by the pledgors (being: (a) JSW Investments Private Limited; (b) Sahyog Holdings Private Limited

Series B 64 months Zero 150 June 16, 2015

October 16, 2020

BWR A (SO)

Unsecured

48



(c) Vividh Finvest Private Limited and (d) Indusglobe Multiventures Private Limited

2750, Rated, Listed Zero Coupon Secured Redeemable Non-convertible Debentures Series A 48 months

& 6 days Zero 75 December

12, 2015 December 12, 2019

BWR A (SO)

Secured a pledge created on the relevant shares of JSW Energy Limited and JSW Steel Limited by the pledgors (being: (a) JSW Investments Private Limited; (b) Sahyog Holdings Private Limited; (c) Vividh Finvest Private Limited; (d) JSW Holdings Limited and (e) the Company.

Series B 52 months & 5 days

Zero 75 December 12, 2015

April 16, 2020 BWR A (SO)

Secured

Series C 56 months & 3 days

Zero 125 December 12, 2015

August 14, 2020

BWR A (SO)

Secured

3000, Rated, Unlisted Zero Coupon Secured Redeemable Non-convertible Debentures Series A 37 months

& 8 days Zero 150 July 30,

2018 September 6, 2021

BWR A (SO)

Secured a pledge created on the relevant shares of JSW Energy Limited and JSW Steel Limited by the pledgors (being: (a) JSW Investments Private Limited; (b) Sahyog Holdings Private Limited; (c) Indusgloble Multiventures Private Limited and (e) the Company.

Series B 36 months & 25 days

Zero 150 August 13, 2018

September 6, 2021

BWR A (SO)

Secured

4000, Rated, Unlisted Zero Coupon Secured Redeemable Non-convertible Debentures Series A 37 months Zero 200 August 28,

2018 September 28, 2021

BWR A (SO)

Secured a pledge created on the relevant shares of JSW Energy Limited and JSW Steel Limited by the pledgors (being: (a) JSW Investments Private Limited; (b) Vividh Finvest Private Limited; (c) Indusgloble Multiventures Private Limited and (e) the Company.

Series B 43 months Zero 200 September 10, 2018

April 10, 2022 BWR A (SO)

Secured

*the said NCDs have been redeemed on maturity

49



iv. List of Debenture Holders (As on the date of December 22, 2019) Sr. No.

Name of debenture holders Debenture Series No. of Debentures

1. Aditya Birla Finance Limited 4000, Rated Unlisted Zero Coupon Redeemable Non-convertible Debentures - Series A

950

2. Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Credit Risk Fund

4750, Rated Listed Zero Coupon Redeemable Non-convertible Debentures - Tranche 1 Series B

870

3. Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Medium Term Plan


330

4. Axis Mutual Fund Trustee Limited A/C Axis Mutual Fund A/C Axis Credit Risk Fund

4000, Rated Unlisted Zero Coupon Redeemable Non-convertible Debentures - Series A

400

5. Axis Mutual Fund Trustee Limited A/C Axis Mutual Fund A/C Axis Strategic Bond Fund


250

6. Axis Mutual Fund Trustee Limited A/C Axis Mutual Fund A/C Axis Ultra Short Term Fund


100

7.

Copthall Mauritius Investment Limited 2,750 Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures - Series A

750

2,750 Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures - Series B

750

2,750 Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures - Series C

1250

8. DB International (Asia) Limited


1150

9. Edelweiss Trusteeship Co Ltd AC- Edelweiss MF AC- Edelweiss Low Duration Fund


300

10. ICICI Prudential Credit Risk Fund 3000, Rated Unlisted Zero Coupon Redeemable Non-convertible Debentures - Series A

1500

3000, Rated Unlisted Zero Coupon Redeemable Non-convertible Debentures - Series B

1500

11. India Discovery Fund Limited 3000, Rated Listed Zero Coupon Redeemable Non-convertible Debentures - Series B

750

12. JSW Projects Limited Zero Coupon Secured Redeemable Non-Convertible Debentures

157

Zero Coupon Secured Redeemable Non-Convertible Debentures

50

13. Kotak Credit Risk Fund 4000, Rated Unlisted Zero Coupon Redeemable Non-convertible Debentures - Series B

2000

14. Leman Diversified Fund 1250, Rated Listed Zero Coupon Secured Redeemable Non-convertible Debentures

1250

50



15. Orange Mauritius Investments Limited 3000, Rated Listed Zero Coupon Redeemable Non-convertible Debentures - Series A

750

3000, Rated Listed Zero Coupon Redeemable Non-convertible Debentures - Series B

750

v. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of

the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued None

vi. Details of Commercial Paper: - The total Face Value of Commercial Papers Outstanding as on the latest

quarter end to be provided and its breakup in following table: - None

vii. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures

/ Preference Shares) as on December 31, 2018: - Party Name / Instrument name

Type of Facility / Instrument

Amount Sanctioned / Issued

Principal Amount outstanding

Repayment date / Schedule

Credit Rating

Secured / unsecured

Security

South-west Mining Limited

Non-convertible Redeemable Preference Shares

32,50,00,000 32,50,00,000 April 13, 2025

Not Rated

Unsecured Not Applicable

JSW Projects Limited

27,50,00,000 27,50,00,000 April 13, 2025


20,00,00,000 20,00,00,000 June 1, 2025


25,00,00,000 25,00,00,000 September 22, 2025


10,00,00,000 10,00,00,000 November 7, 2025


10,00,00,000 10,00,00,000 December 3, 2025


92,00,00,000 92,00,00,000 March 28, 2026


110,00,00,000 110,00,00,000 December 12, 2026


20,00,00,000 20,00,00,000 January 7, 2027


5,00,00,000 5,00,00,000 March 30, 2027


12,00,00,000 12,00,00,000 April 13, 2027


30,00,00,000 30,00,00,000 June 6, 2028

51




115,00,00,000 115,00,00,000 December 6, 2028

Mr. Sajjan Jindal & Mrs. Sangita Jindal (as trustee of Sajjan Jindal Family Trust)

Zero Coupon Compulsory Convertible Preference Shares

5,00,00,000 5,00,00,000 January 7, 2027

Not Rated

Unsecured Not Applicable

viii. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years or default in any Statutory Dues. Not Applicable

ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (as on latest quarter ended December 31, 2018)

(i) For consideration other than cash, whether in whole or part, None (ii) At a premium or discount, or: NA None

(iii) In pursuance of an option: None

h) Details of Promoter of the Company i. Details of Promoter holding in the Company as on the latest quarter end December 31, 2018: -

No. Name of the Shareholder Total No of Shares

No of Shares in Demat Form

Percentage No of Shares Pledged

% of Shares pledged

Equity Shares 1. Mrs. Sangita Jindal 49,400 49,400 98.80 15,000 30.002. Mr. Nirmal Kumar Jain

(nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

3. Mr. K. N. Patel (nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

4. Mr. Balwant Ranka (nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

5. Mr. Sriram K.S.N (nominee of Mrs. Sangita Jindal)

100 - 0.20 - -

6. Mr. Deepak Yeshwant Bhat (nominee of Mrs. Sangita Jindal)

50 - 0.10 - -

7. Mr. Bhushan Prasad (nominee of Mrs. Sangita

50 - 0.10 - -

52



Jindal) 8. JSW Projects Limited 50 - 0.10 - -9. Mr. Sajjan Jindal & Mrs.


50 - 0.10 - -

Total 50,000 49,400 100.00 15,000 30.00Zero Coupon Redeemable Preference Shares 1. JSW Projects Limited 47,65,00,000 47,65,00,000 91.75 - -2. South-west Mining Limited 3,25,00,000 3,25,00,000 8.25 - -Total 50,90,00,000 50,90,00,000 100.00 - -Zero Coupon Compulsory Convertible Preference Shares 1 Mr. Sajjan Jindal & Mrs.


50,00,000 - 100.00 - -

Total 50,00,000 - 100.00 - - i) Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like

Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any Attached to this Private Placement Offer Letter as Annexure 5

j) Abridged version of the Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and

Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditor qualifications, if any Attached to this Private Placement Offer Letter as Annexure 5

k) Any material event/ development or change having implications on the financials/credit quality (e.g. any material

regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. None, to the best of the Management’s knowledge

l) The name of the Debenture Trustee and consent thereof

Catalyst Trusteeship Limited has given its consent vide its letter dated January 24, 2019 issued to the Issuer, for being appointed as the Trustee for the Issue of Debentures. The copy of the consent letter from Catalyst Trusteeship Limited to act as trustee for and on behalf of the holders of Debentures is annexed as Annexure 3.

m) The rating rationale (s) adopted by the rating agencies shall be disclosed

The Credit Rating Agency have assigned rating of BWR A (SO) (Pronounced as BWR A) (Structured Obligations) (Outlook: Stable) vide their letters dated February 15, 2019. The rating indicates that the instrument is considered to offer adequate credit quality in terms of timely servicing of debt obligations Brickworks rating model, has, inter alia, factored underlying asset quality & management quality in rating the instruments. The above ratings are not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

n) If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a

copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. Not Applicable

53



o) Copy of consent letter from the Debenture Trustee: The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated January 24, 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of signing this Private Placement Offer Letter. Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is annexed as Annexure 3. The address and contact details of the Debenture Trustee are given below: Catalyst Trusteeship Limited Address: Office No. 83 - 87, 8th Floor, B' Wing, Mittal Tower, Nariman Point, Mumbai - 400021. Tel No. +91 (022) 4922 0555, +91 9967 4048 38 Website: www.catalysttrustee.com

p) Names of the recognised stock exchange where the debt securities are proposed to be listed WDM segment of BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Phone: 91-22-22721233/4 Fax: 91-22-22721919.

q) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer

and the effect of such interest in so far as it is different from the interests of other persons. None

r) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a

statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed None

s) Remuneration of Directors (during the current year and last three financial years)

Name of the Director FY 2018-19 (till December 30, 2018)

FY 2017-18 FY 2016-17 FY 2015-16

Mr. Anunay Kumar, Director 45,000 40,000 30,01,670 49,01,000Mr. Alok Mehrotra, Director - - - -Mr. Sanjeev Doshi, Director - - - -Mr. Ashok Jain, Independent Director - - - -Dr. Rakhi Jain, Independent Director 60,000 55,000 50,000 50,000Mr. Vinay Nene, Whole-time Director 10,19,301 - - -

t) Related party transactions entered during the last three financial years immediately preceding the year of

circulation of offer letter including with regard to loans made or, guarantees given or securities provided: Attached to this Private Placement Offer Letter as Annexure 6

u) Summary of reservations or qualifications or adverse remarks or auditors in the last five financial years

immediately preceding the year of circulation of offer letter and of this impact in the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark. No Qualifications

v) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any

previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the Company and all of its subsidiaries None

54



w) Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company None

x) Other details

i. DRR creation: The Issuer shall create a DRR (as defined below) and credit to the DRR such amounts as applicable under provisions of Section 71 of the Act and the rules issued by the Ministry of Corporate Affairs under Chapter IV (Companies (Share Capital and Debentures), Rules, 2014) or any other relevant statute(s), rules and circulars as applicable, subject to availability of profits.

ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act, 2013, the SEBI Regulations, the EBP Circular and the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder and notifications and circulars issued thereunder, in each case, as amended, supplemented and/or superseded from time to time. As per paragraph 8 of the circular CIR/IMD/FIIC/18/2010 dated November 26, 2010, SEBI had allowed FIIs to invest in ‘to be listed’ debt securities. Also, as per A.P. (DIR Series) Circular No. 89 on 01 March, 2012 by RBI, SEBI registered FIIs/sub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDs/Bonds) only if listing of such NCDs/Bonds is committed to be done within 15 (Fifteen) days of such investment. After commencement of the Foreign Portfolio Investment Scheme, by way of Foreign Exchange Management (Transfer or Issue of Security by a person resident outside India) (Second Amendment) Regulations, 2014 dated March 13, 2014, RBI also extended these conditions to investments by registered foreign portfolio investors (FPIs). In case the NCDs/Bonds issued to the SEBI registered FIIs / sub-accounts of FIIs / FPIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs / sub-accounts of FIIs / FPIs, for any reason, then FII /sub-account of FII / FPIs shall immediately dispose of these bonds/NCDs either by way of sale to a third party or to the issuer and the terms of offer to FII/Sub-accounts / FPIs should contain a clause that the Issuer of such debt securities shall immediately redeem / buy-back the said securities from the FII / sub-account of FII / FPIs in such an eventuality. No redemption of the NCDs would be permitted for FPI investors prior to 1 year from the date of investment without the prior approval of RBI and SEBI.

iii. Application Process and other associated details

The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, 2013, the Memorandum and Articles, the terms of this Disclosure Document, Application Form and other terms and conditions as may be incorporated in the Transaction Documents. 1.1 Undertaking by the Issuer The Issuer undertakes that:

the complaints received in respect of the Issue shall be attended to by the Company expeditiously and satisfactorily;

the Company shall take all steps for completion of formalities for listing and commencement of trading at the BSE within the specified time.

no further issue of securities shall be made till the securities offered through this Disclosure Document are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc.;

necessary co-operation to the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

1.2 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the

55



register of debenture holders maintained by NSDL in accordance with the Depositories Act as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

1.3 Market Lot The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.

1.4 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the Redemption Amount will be paid by NEFT/ RTGS or if not permitted by NEFT/ RGTS by cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS other online payment mechanism as are permitted by the Reserve Bank of India to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by NEFT/ RTGS or if not permitted by NEFT/ RGTS by cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS, other online payment mechanism as are permitted by the Reserve Bank of India.

1.5 Trustees for the Debenture Holders The Company has appointed Catalyst Trusteeship Limited to act as Trustee for the Debenture Holders. The Company and the Trustee will enter into a Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Trustee and the Company. The Debenture Holders shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustee or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Trustee may in their absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s) in accordance with the Transaction Documents.

The Debenture Trustee will protect the interest of the Debenture Holders with regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company.

1.6 Sharing of Information The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other companies, financial institutions, credit bureaus, agencies, statutory bodies, as may be required under applicable laws and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information in the manner aforesaid.

1.7 Debenture Holder not a Shareholder The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act, 2013. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

1.8 Joint Holders Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles.

1.9 Bidding and Issue Procedure The procedure for bidding and allotment of the Debenture(s) will be in accordance with the EBP Circular.

56



1.10 Eligible Investors Only the persons under the following categories of investors, when directly approached through a communication by or on behalf of the Company, and who are registered on the BSE EBP platform (or will register on the BSE EBP platform at least two Business Days prior to the Issue Opening Date), are eligible to apply for this private placement of Debentures (“Eligible Investors”) subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the application form: (a) Qualified Institutional Buyers (“QIBs”), defined as per Regulation 2 (zd) of the SEBI (Issue of Capital and

Disclosure Requirements) Regulations, 2009, (b) Any other non-QIB investor, including the arranger, if any.

All Eligible Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. Eligible Investors will have to complete the mandatory KYC verification process and should refer to the EBP Circulars in this regard.

Note: Participation by Eligible Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

Disclaimer: Please note that only the Eligible Investors are eligible to apply through the EBP platform of the BSE. Investment by investors falling in the categories mentioned under Eligible Investors above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the persons under the above categories of Eligible Investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same. An application made by any person other than an Eligible Investor will be deemed as an invalid application and rejected.

1.11 Application Procedure SEBI vide EBP Circular, has made it mandatory for companies that issuance of debt securities on private placement basis be made through an electronic book mechanism. The electronic book mechanism is applicable for inter alia, issue’s where the issue size is more than INR 200,00,00,000 (including green shoe option). Accordingly, for participating in electronic book building mechanism for this Issue, potential Investors will have to register themselves under BSE BOND – EBP platform offered by BSE. For details in relation to the bidding, pre-bidding and post-bidding procedure, potential Investors should refer to the EBP Circular and the operating guidelines for issuance of debt securities on a private placement basis through an electronic book mechanism as available on the website of BSE. Eligible Investors will be invited to subscribe by way of the application form during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment, as permitted under the EBP Circular, at its sole discretion, without giving any reasons or prior notice. The bidding will be open from 9am to 5 pm from Monday to Friday during Business days during the period covered by the Issue Schedule.

Issuer to register themselves with BSE BOND from the below URL: https://bond.bseindia.com/Issuer_Registration.aspx

Investor(s) can register themselves with BSE BOND from the below URL:

https://bond.bseindia.com/Investor_Registration.aspx 1.12 Issue Procedure The details of the Issue shall be entered on the BSE EBP platform at least 2 (two) working days prior to the Issue Opening Date, in accordance with the EBP Circular. The Issue will be open for bidding for the duration of the bidding window from the Issue Opening Date and until the Issue Closing Date, as would be communicated through the Issuer’s bidding announcement on the BSE EBP Platform at least 1 (one) working day before the Issue Opening Date.

57



An Eligible Investor will only be able to enter the amount of the Debentures it proposes to subscribe in accordance with the minimum application size and multiples thereof. Some of the key guidelines in terms of the current EBP Circular on issuance of securities on private placement basis through an electronic book mechanism, are as follows:

a. Modification of Bid: Eligible Investors may note that modification of bid is allowed during the bidding period. However, in the last 10 minutes of the bidding period, revision of bid is only allowed for upward revision of the bid amount placed by the Legible Investor. b. Bidding type: The Bidding would be on close basis and would be in accordance with the EBP Circular.

c. Cancellation of Bid Eligible Investor may note that cancellation of bid is allowed during the bidding period. However, in the last 10 minutes of the bidding period, no cancellation of bid is permitted.

d. Multiple Bids Eligible Investor may note that multiple bid is not permitted. If multiple bids are entered by the same Eligible Investor, only the first bid will be considered as valid. Provided that the above will not apply if the Arranger makes multiple bids on behalf of different Eligible Investors

e. Time line for issue setup and bidding window: Activity Timeline

Uploading Private Placement Offer Letter (“PPOL”) / Information Memorandum (“IM”) and Term Sheet

At least two working days prior to the start of issue opening date

Bidding announcement on BSE BOND along with details of bid opening and closing time

At least one working day before initiating the bidding process

Minimum time frame for Bidding window The issue shall be open for at least one hour

The bidding window shall be open for the period between 9 am to 10 am. Bidder to quote the Bid entry by entering bid Amount since it’s a Fixed Rate Issue and Fixed Price Issue. Only Arrangers that are mapped to an Issue will be allowed to enter bids on behalf of their investors (QIB and

Non-QIB), subject to prior registration of such investor with BSE BOND platform Arrangers mapped to an Issue are also allowed to bid on propriety, client and consolidated basis. All QIBs and Non-QIBs registered with the BSE BOND platform will be allowed to bid on propriety basis The Registered Custodial Clearing Members will be allowed to bid on “Client” basis only for FPI clients

f. Withdrawal of Issue The Issuer may, at its discretion, withdraw the Issue process on the following conditions:

i. non-receipt of bids upto the Issue Size; ii. bidder has defaulted on payment towards the allotment, within the stipulated timeframe, due to which the

Issuer is unable to fulfil the Issue Size.

Provided that the Issuer shall accept or withdraw the Issue on the BSE EBP Platform within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing Date. However, Eligible Investors should refer to the operational guidelines under EBP Circular as prevailing on the date of the bid.

g. Mode of Allotment / Allocation option: Uniform Price

h. Provisional/ Final Allocation Allocation shall be made on a pro rata basis in multiples of bidding lot size. Post completion of bidding process, the Issuer will upload the provisional allocation on the BSE EBP Platform. Post receipt of investor details, the Issuer will upload the final allocation file on the BSE EBP Platform.

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i. Payment Mechanism Subscription should be as per the final allocation made to the successful bidder(s) as notified by the Issuer by 10:30 am next date of Issue Closing Date (“Pay-in Time”).

j. Settlement: Pay-in towards the allotment of allotment of securities shall be done from the account of the bidder, to whom allocation is to be made. Pay in shall be done through clearing corporation of BSE, i.e. Indian Clearing Corporation Limited “ICCL”. Settlement Summary Timelines Activity for Clearing Corporation - Indian Clearing Corporation Limited (“ICCL”) T Day Bidding Session T+1 Day Successful Bidders to transfer funds from bank account(s) registered with BSE BOND to

the bank account of ICCL to the extent of funds pay-in obligation on or before 10:30 hours. Issuer to inform BSE BOND about the final decision of the Issuer to go-ahead with allotment for the issue by 12:00 hours Issuer to give instruction to RTA for crediting securities to successful bidders. RTA to provide corporate action file along with all requisite documents to Depositories by 12:00 hours Clearing Corporation to initiate transfer of funds to the bank accounts designated by the Issuer

Activity for Depositories Depositories on the instruction of Issuer or through its RTA, will be crediting the securities to the demat account of the investors

k. Application by Successful Bidder(s) All Application Forms, duly completed, must be delivered by the Pay-in Time to the compliance officer by the successful bidder(s). Applications for the Debentures must be in the prescribed form and completed in BLOCK LETTERS in English and as per the instructions contained therein. The name of the Applicant’s bank, type of account and account number must be duly completed by the Applicant. l. Documents to be Provided by Successful Bidder(S) Successful bidder(s) need to submit the following documents, along with the Application Form, as applicable

1. Certified true copy of the Memorandum and Articles of Association; 2. Certified true copy of the board resolution / letter authorizing the investment by the Eligible Investor, if

applicable; 3. Certified true copy of the Power of Attorney, if any; 4. Form 15G/ 15H for the Eligible Investor seeking exemption from TDS –on interest payments; 5. Relevant certificate(s)/ order(s)/ declaration(s)/ document(s) including order under Sections 195, 197 of the

Income-tax Act, 1961 on which the Debenture Holder wishes to place reliance for non-deduction of tax at source;

6. SEBI registration certificate; 7. Specimen signature of the authorised signatories, duly certified by an appropriate authority; 8. Certified true copy of PAN, if any.

1.13 Depository Arrangements The Issuer shall make necessary arrangement with NSDL for issue and holding of Debenture in dematerialised form.

1.14 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies. 1.15 Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to

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the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.

1.16 Effect of Holidays In reference to the SEBI Circular CIR/IMD/DF-1/122/2016 dated November 11, 2016 on clarification on aspects related to day count convention for debt securities issued under the SEBI Regulations, the effect of holidays on interest payments and principal repayments will be as below - If any coupon payment date other than last Coupon payment date falls on a day that is not a Business Day,

the Issuer shall make the payment on the immediately succeeding Business Day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

In order to ensure consistency for interest calculation, a uniform methodology shall be followed forcalculation of interest payments in the case of leap year, which shall be as follows:

In case of a leap year, if February 29 falls during the tenor of a security, then the number of days shall be reckoned as 366 days (Actual/Actual day count convention) for a whole one-year period, irrespective of whether the interest is payable annually, half yearly, quarterly or monthly etc. It is thus emphasized that for a half yearly interest payment, 366 days would be reckoned twice as the denominator.

In order to ensure uniformity for payment of interest/redemption with respect to debt securities, it has been decided that interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai.

If the redemption date (also being the last coupon payment date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment.

1.17 Tax Deduction at Source The Company shall make all payments under the Debentures free and clear of any restriction, condition, deduction or withholding (except on the overall income of the Debenture Holders, as applicable), unless the same is required under applicable Law. In the event of any withholding tax on income of Debenture Holders is applicable, the Company shall withhold the amounts required to make payment of such tax from the payments made to the Debenture Holders, make payment of such withheld amounts to the revenue authorities and submit relevant documents to the Debenture Holders certifying such payments to the revenue authorities, which documents shall be submitted within the period prescribed under applicable Law.

The Company shall pay all such stamp duty (including any additional stamp duty), registration fees, charges and penalties, required to be paid in accordance with applicable Law in respect of the Debentures or Transaction Documents or the transactions contemplated under the Transaction Documents.

1.18 Deemed Date of Allotment Subject to the provisions of the Debenture Trust Deed, all the benefits under the Debentures, will accrue to the Investor from the specified Deemed Date of Allotment.

1.19 Refunds In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, such amounts will be refunded in accordance with the EBP Circular.

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1.20 PAN Number Every applicant should, if applicable, mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected. 1.21 Alterations to the Issue The Issue may be altered in accordance with the provisions of the EBP Circular.

1.22 ICCL Bank Details The designated bank account of the Indian Clearing Corporation Limited into which funds will be deposited by the Eligible Investors for subscribing to the Debentures through the BSE EBP platform are set out below:

Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: ICIC0000106 Mode: NEFT/RTGS

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B. ISSUE DETAILS Summary term sheet with the following information pertaining to the Non-Convertible Debt Securities (or a series thereof):-

Security Name Issue of 5,000 (Five Thousand) Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures of the nominal value of INR 10,00,000 (Rupees Ten Lakhs Only) each, aggregating to not more than INR 500,00,00,000 (Rupees Five Hundred Crores Only), issued in multiple tranche /series as detailed in the Private Placement Offer Letter.

Issuer / Company JSW Techno Projects Management Limited Type of Instrument 5,000 (Five Thousand) Rated, Listed, Zero Coupon, Redeemable, Non-

Convertible Debentures of the nominal value of INR 10,00,000 (Rupees Ten Lakhs Only) each, aggregating to not more than INR 500,00,00,000 (Rupees Five Hundred Crores Only), issued in two series as detailed in the Private Placement Offer Letter.

Nature of Instrument Unsecured *The Debentures are however, secured by: (i) a pledge created on the relevant shares of JSW Energy Limited and JSW Steel Limited by the pledgors viz (a) Vividh Finvest Private Limited;(b) JSW Investments Private Limited; (c) Indusglobe Multiventures Private Limited and (d) the Company, security over the Cash Account and the Cash Assets provided by the relevant Pledgor in favour of the Debenture Trustee, in form and substance satisfactory to the Debenture Trustee, in accordance with the Pledge Agreement, as applicable to each tranche. However these debentures do not constitute “secured debentures” under Section 71(3) of the Companies Act, 2013.

Seniority Senior Mode of Issue Private placement Eligible Investors Companies incorporated under the provisions of the Companies Act, 1956 /

2013 (as amended from time to time) and FIIs/ FPIs. Listing Securities issued will be listed at WDM segment of BSE Limited within 15

Trading Days from the Deemed Date of Allotment. In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of atleast 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Rating of the Instrument BWR A (SO) (Pronounced as BWR A) (Structured Obligations) (Outlook: Stable) by Brickwork Ratings India Private Limited

Issue Size Upto INR 500 crores, in multiple tranche /series as detailed below: - Debenture Facility Amount Debenture Series

Series A INR 250 crores Series B INR 250 crores

Option to retain oversubscription (Amount )

Not Applicable

Objects of the Issue The proceeds of the Issue are to be used for re-financing the Companies existing Debt and general corporate purpose.

Details of the utilization of the Proceeds

The proceeds of the Issue are to be used for refinancing of existing loans, loans to/ investments in JSW GoC and general corporate purposes

Coupon Rate Zero Coupon Step Up/Step Down Coupon Rate Not Applicable Coupon Payment Frequency Not Applicable Coupon payment dates Not Applicable Coupon Type Not Applicable

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Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.).

Not Applicable

Day Count Basis Actual/Actual Interest on Application Money Not Applicable Default Interest Rate Amounts unpaid on due date will attract interest at 2% p.a. (over and above

the interest rate for the Debentures) computed on a daily basis from the date on which such payment is actually due to the date on which the relevant overdue amounts are repaid.

Tenor Series A – 24 months Series B – 36 months

Redemption Date means the Final Redemption Date, a Mandatory Redemption Date, an Early Redemption Date or a Voluntary Redemption Date, as the case may be

Redemption Amount in respect of each Debenture: a) on an Early Redemption Date, the Early Redemption Amount; b) on a Mandatory Redemption Date, the Mandatory Redemption

Amount; c) on a Voluntary Redemption Date, the Accrued Amount; and d) on the Final Redemption Date, the Accrued Amount.

As detailed in the Debenture Trust Deed Redemption / Accrued Premium /Discount

11.00% p.a. calculated from the Financing Date until redemption and payable at redemption as accrued redemption premium (“Accrued Premium”)

Issue Price Face Value of INR 10,00,000 (Rupees Ten Lakhs Only) Discount at which security is issued and the effective yield as a result of such discount.

Not Applicable

Put option Date Not Applicable Put option Price Not Applicable Call Option Date Not Applicable Call Option Price Not Applicable Put Notification Time Not Applicable Call Notification Time Not Applicable Face Value INR 10,00,000/- (Rupees Ten Lakhs Only) each debenture Minimum Application and in multiples of __ Debt securities thereafter

The minimum application size for the Issue shall be 1 (One Debenture)

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment

March 5, 2019 March 5, 2019 March 6, 2019 March 6, 2019 *The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving any reasons or prior notice. In such a case, the proposed Applicants shall be intimated about the revised time schedule by the Issuer. The Issuer also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. In case the Issue Closing Date/ Pay in Dates is/are changed (advanced / postponed), the Deemed Date of Allotment may also be changed (advanced / postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Redemption Date(s) may also be changed at the sole and absolute discretion of the Issuer in accordance with the stated maturities of the NCDs.

Issuance mode of the Instrument Demat Trading mode of the Instrument Demat

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Settlement mode of the Instrument Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT / RTGS / other permitted mechanisms

Depository NSDL Business Day Convention means a day (other than a Saturday or a Sunday) on which banks are open

for general business in Mumbai. Record Date 1 (One) Business Days prior to any payment due or the redemption date of

the Debentures Security (where applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security covers, revaluation, replacement of security).

These debentures do not constitute “secured debentures” under Section 71(3) of the Companies Act, 2013. However, the Debenture shall be secured by: Pledge over the relevant shares of JSW Steel Limited and JSW Energy Limited by (a) Vividh Finvest Private Limited;(b) JSW Investments Private Limited; (c) Indusglobe Multiventures Private Limited and (d) the Company, (together the “Pledgors”) and security over the Cash Account and the Cash Assets, the Repayment Reserve Account and Repayment Reserve Assets provided in favour of the Debenture Trustee, in form and substance satisfactory to the Debenture Trustee, in accordance with the Pledge Agreement and Debenture Trust Deed, as applicable to each tranche.

Transaction Documents as listed out in Annexure 9

The Document executed or to be executed in relation to the issuance to this Debentures namely (i) this Private Placement Offer Letter (ii) the Debenture Trust Deed (iii) the Debenture Trustee Agreement (iv) each Security Agreements; (v) any other document that may be designated as a Transaction Document by the Debenture Trustee and the Company and “Transaction Document” means any of them.

Conditions Precedent to Disbursement Including but not limited to: - 1. No Event of Default shall have occurred by Issuer and Security Providers

and is continuing. 2. There is no material adverse effect and there are no circumstances

existing which could give rise, with the passage of time or otherwise, to a material adverse effect.

3. Execution of all the Transaction Documents including Security documents and creation of Security as per the terms hereof for validly creating the Security in favour of the Debenture Trustee.

4. Execution of POA from the Pledgors to the Debenture Trustee in relation to the Listed Shares being pledged in favour of the Debenture Trustee.

5. The Issuer/Pledgors shall have obtained all necessary board / shareholder resolutions under provisions of the Companies Act as are required in relation to the issue of the Debentures, the creation of security in connection therewith, the appointment of the Debenture Trustee and the execution of necessary documents in connection therewith.

6. The Issuer shall have delivered to the Debenture Trustee copies of the Issuer’s constitutional documents;

7. copies of the board and / or shareholder’s resolutions of the Issuer duly authorizing the Issuer and the other Security Providers to enter into the transactions contemplated in relation to the Debentures;

8. Copies of board resolution of all the obligors authorizing the execution of transaction document and creation of security

9. originals of all the executed Transaction Documents; and 10. confirmation that the conditions precedent has been complied with and

evidence of such completion; 11. Such other condition as detailed in the Debenture Trust Deed executed

between the Company and the Debenture Trustee for the issue of Debenture under this Private Placement Offer Letter.

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12. Any other conditions as the Investors, the Debenture Trustee and the Issuer may mutually agree upon.

Condition Subsequent to Disbursement

Including but not limited to: - 1. Within 2 Business Days of the date of allotment of the Debentures, the

Company shall provide to the Debenture Trustee a copy of the resolution of the Board authorising the allotment of the Debentures to the Debenture Holders.

2. Within 7 working days from the date of Debenture Trust Deed (or in the case of a pledge by an Acceding Pledgor, the date of creation of such pledge), the Debenture Trustee should have received evidence of disclosure of the Pledge created by each Pledgor over the JE Collateral Shares and JS Collateral Shares to JSW Steel or JSW Energy, as may be applicable; and

3. the Exchanges, 4. in accordance with Regulations 31(1) and 31(3) of the Takeover Code. 5. The Company shall procure that, within 5 days of receipt, each Pledgor

delivers to the Debenture Trustee a copy of the no-objection certificate from the Tax authorities under section 281 of the Tax Act in respect of the security to be created by such Pledgor over the relevant Shares under the Pledge Agreement.

6. Within 60 days from the date of Debenture Trust Deed, the Company shall provide to the Debenture Trustee a certificate from its statutory auditors in relation to utilisation of the proceeds of the issue.

7. Within 15 days from the date of Debenture Trust Deed, each Obligor (other than the Company) shall provide to the Debenture Trustee evidence that the Pledge Agreement has been duly filed with the Registrar of Companies, Maharashtra and Gujarat together with the certificate of registration of charge provided by the relevant Registrar of Companies in connection with the Collateral Shares

8. Within [15] days from the Deemed Date of Allotment, evidence of a return of allotment of Debentures in Form PAS-3 (including the complete record of private placement offers and acceptances in PAS-5, as an attachment to PAS-3) having filed with the registrar of companies.

9. Within 7 days of creation of any security over any Cash Assets under the terms of the Pledge Agreement, the Company shall procure that each of the Pledgors (to the extent applicable) shall provide to the Debenture Trustee evidence that necessary filings have been made with the relevant registrar of companies.

10. The Company shall procure that each relevant Pledgor shall provide to the Debenture Trustee on or before the Cash Account Date, certified true copies of the special resolution passed by the shareholders of the Pledgor under Section 186 of the Companies Act, 2013, authorizing the Pledgor to create Security over the Cash Account and the Cash Assets.

11. The Company shall procure that each Pledgor shall deliver to the Debenture Trustee within 5 days of receipt, a copy of the no-objection certificate from the Tax authorities under section 281 of the Tax Act in respect of the security to be created by each Pledgor over the Cash Accounts under Debenture Trust Deed.

Events of Default As are usual for transactions of this nature (subject to any thresholds, cure periods and carve-outs agreed to in the Debenture Trust Deed) including in relation to: 1. Non Payment 2. Breach of covenant 3. Breach of Collateral mechanics 4. Change of control

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5. Illegality (if illegality is attributable to an action or mission of thedebenture holder, no Break Costs will apply. Otherwise, Break Costs willapply, the Make Whole Amount is not applicable for illegality)

6. Nationalization7. Moratorium8. Misrepresentation9. Cross-acceleration to any other financing secured by shares of JSW Steel

or JSW Energy of the JSW GoC10. Insolvency and / or Insolvency Proceedings11. Expropriation12. Cessation of business13. Unlawfulness or Invalidity14. Unlawfulness15. Repudiation16. Material Adverse Effect17. Audit qualification18. Non Listing19. Credit rating20. Constitutional documents21. Merger, except for intra-group restructuring which does not have an

adverse effect on the value of the Collateral Basket

Upon an event of default, if the transaction is accelerated then the amount due and payable would be the sum of: 1. The Financing Amount plus the Accrued Premium up to the date of the

default, and2. Default interest @ 2% per annum payable on the default amount3. Break CostsAs detailed in the Debenture Trust Deed

Provisions related to Cross Default Clause

Any Share Backed Financial Indebtedness of any Obligor or any other member of the JSW GoC is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of any actual or potential default, event of default, or any similar event (however described).

Role and Responsibilities of Debenture Trustee

As per SEBI (Debenture Trustee) Regulations, 1993, Companies Act, 2013.

Governing Law and Jurisdiction This Term Sheet and the Transaction Documents shall be governed by Indian Law.

For all matters that the courts of law in India have jurisdiction, the parties shall refer such matters to the courts and tribunals of Delhi

Notes: The procedure used to decide dates on which the payment can be made and adjusting payments dates in response to days when payment can’t be made due to any reason like sudden bank holiday etc. - Please refer to the definition of ‘Business Day’ in Section 2 of the Private Placement Offer Letter.

The list of documents which has been executed or will be executed in connection with the Issue and subscription of Debentures – Please refer to ‘Annexure 9 – Material Agreements’ for the documents executed/to be executed in connection with the issue and subscription of Debentures.

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C. DISCLOSURE PERTAINING TO WILFUL DEFAULT

1.1 Name of the bank declaring the entity as a wilful defaulter - Not applicable

1.2 The year in which the entity is declared as a wilful defaulter - Not applicable

1.3 Outstanding amount when the entity is declared as a wilful defaulter - Not applicable

1.4 Name of the entity declared as a wilful defaulter - Not applicable

1.5 Steps taken, if any, for the removal from the list of wilful defaulters - Not applicable

1.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions - - Not applicable

The Issuer has not been declared as a wilful defaulter by any bank since its incorporation. Hence, the above disclosures are not applicable to the Issuer.

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SECTION V: DISCLOSURE AS PER COMPANIES ACT, 2013 (FORM PAS 4)

OFFERING INFORMATION- REGULATORY DISCLOSURES (under the provisions of Companies Act, 2013 read along with the Companies (Prospectus and Allotment of Securities)

Rules, 2014

Set out below are the disclosure requirements as provided in PAS-4 with disclosures / the relevant pages in this Placement Document where these disclosures, to the extent applicable, have been provided.

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the Company indicating both registered office andcorporate office.Name – JSW Techno Projects Management LimitedRegistered & Corporate Office: JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai – 400 051Contact Details: Mr. Sanjay Gupta, Company Secretary & Compliance Officer

Tel. No.: +91 22 4286 1000; Fax: +91 22 4286 3000; Email: [email protected] Website: www.jsw.in/jswtechno

b. Date of incorporation of the Company.May 4, 2010

c. Business carried on by the Company and its subsidiaries with the details of branches or units, if any.Please refer to Section IV(A)(b) of the Private Placement Offer Letter.

d. Brief particulars of the management of the Company.Please refer to Section IV(A)(b) of the Private Placement Offer Letter.

e. Names, addresses, DIN and occupations of the directors.Please refer to Section IV(A)(e) of the Private Placement Offer Letter.

f. Management’s perception of risk factors.Please refer to Section III of the Private Placement Offer Letter.

g. Details of default, if any, including therein the amount involved, duration of default and present status, inrepayment of:i) Statutory dues – There is no default towards any statutory dues of the Company.ii) Debentures and interest thereon – There is no default towards any debentures & interest as on the date of

this Private Placement Offer Letter.iii) Deposits and interest thereon – The Company has not accepted any deposits from any person as on the date

of issue of the Private Placement Offer Letter.iv) Loan from any bank or financial institution and interest thereon – There is no default towards any loan &

interest for the loan availed by the Company from banks /financial institution as on the date of this PrivatePlacement Offer Letter.

h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the Company, ifany, for the private placement offer process.Name: Mr. Sanjay GuptaDesignation: Company Secretary & Compliance OfficerAddress: JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai – 400 051Telephone: +91 22 4286 1000Fax: +91 22 4286 3000E-Mail: [email protected]: www.jsw.in/jswtechno

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i. Any Default in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder. The has been no default in the Annual Filing of the Company under the Companies Act, 2013 since its inception

2. PARTICULARS OF THE OFFER

a. Financial position of the Company for the last 3 financial years; Please refer to Annexure 5 of the Private Placement Offer Letter.

b. Date of passing of board resolution. February 1, 2019

c. Date of passing of resolution in the general meeting, authorizing the offer of securities.

February 1, 2019

d. Kinds of securities offered (i.e. whether share or debenture) and class of security; the total number of shares or other securities to be issued. Please refer to Section IV(B) of the Private Placement Offer Letter.

e. Price at which the security is being offered including the premium, if any, along with justification of the price.

Please refer to Section IV(B) of the Private Placement Offer Letter.

f. Name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with report of the registered valuer. Not applicable

g. Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty

days prior to the date of which the general meeting of the company is scheduled to be held] Not applicable

h. The class or classes of persons to whom the allotment is proposed to be made Please refer to Section IV(B) of the Private Placement Offer Letter.

i. Intention of promoters, directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) not required in case of issue of non-convertible debentures Not applicable

j. The proposed time within which the allotment shall be completed Within 1 (one) day of Issue Closing Date

k. The names of the proposed allottees and the percentage of post private placement capital that may be herd by them [not required in case of issue of non- convertible debentures]; Not applicable

l. The change in control, if any, in the company that would occur consequent to the private placement

No change in control of the Company would take place pursuant to the private placement.

m. The number of persons to whom allotment on preferential basis/private placement/ rights issue has already been made during the year, in terms of number of securities as well as price; No. Date of

Allotment Name of Person

Type of Securities

Type of Offer

No. of Securities

Issue Price per security

Total Price

1. June 7, 2018



Rights Basis

3,00,00,000 10 30,00,00,000

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2. July 30, 2018

ICICI Prudential Regular Saving Fund

3000 Rated, Unlisted, Zero Coupon, Redeemable, Non-convertible Debentures – Series A

Private Placement

1,500 10,00,000 150,00,00,000

3. August 13, 2018

ICICI Prudential Credit Risk Fund

3000 Rated, Unlisted, Zero Coupon, Redeemable, Non-convertible Debentures – Series B

Private Placement

1,500 10,00,000 150,00,00,000

4. August 28, 2018

Kotak Mahindra Prime Limited


Private Placement

2,000 10,00,000 200,00,00,000

5. September 10, 2018

Kotak Mahindra Trustee Company Limited A/c Kotak Credit Risk Fund


Private Placement

2,000 10,00,000 200,00,00,000

6. December 6, 2018



Rights Basis

11,50,00,000 10 115,00,00,000

n. The justification for the allotment proposed to be made for consideration other than cash together with

valuation report of the registered valuer; Not applicable

o. Amount which the company intends to raise by way of proposed offer of securities. INR 500,00,00,000 (Indian Rupees Five Hundred Crores only) as detailed in Section IV(B) of the Private Placement Offer Letter.

p. Terms of raising of securities:

i) Duration, if applicable – Please refer to Section IV(B) of the Private Placement Offer Letter. ii) Rate of dividend – Not applicable iii) Rate of interest - Please refer to Section IV(B) of the Private Placement Offer Letter. iv) Mode of payment - Please refer to Section IV(B) of the Private Placement Offer Letter. v) Mode of repayment - Please refer to Section IV(B) of the Private Placement Offer Letter.

q. Proposed time schedule for which the private placement offer cum application letter is valid.

As set out in the Issue Schedule on the cover page.

r. Purposes and objects of the offer. Please refer to Section IV(B) of the Private Placement Offer Letter.

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s. Contribution being made by the promoters or directors either as part of the offer or separately in furtheranceof such objects.No contribution is being made by the promoters or directors of the Company as part of the offer or separately infurtherance of such objects.

t. Principle terms of assets charged as security, if applicable.Please refer to Section IV(B) of the Private Placement Offer Letter.

u. The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting thegoing concern status of the company and its future operationsNone

v. The pre-issue and post-issue shareholding pattern of the company in the following format:Sr. No.

Category Pre-issue Post-issue No of Shares

held % of Shares

held No of Shares

held % of Shares

held A Promoters Holding 1 Indian

Individual 50,49,950 0.98 50,49,950 0.98Bodies Corporate 50,90,00,050 99.02 50,90,00,050 99.02Sub-Total 51,40,50,000 100.00 51,40,50,000 100.00

2 Foreign Promoters - - - -Sub-Total (A) 51,40,50,000 100.00 51,40,50,000 100.00

B Non-Promoters Holding 1 Institutional Investor - - - -2 Non-Institutional Investor - - - -

Private Bodies Corporate - - - -Directors & Relatives - - - -

- Indian Public - - - -Other (including non-resident Indians (NRIs)]

- - - -

Sub-total (B) - - - -Grand Total 51,40,50,000 100.00 51,40,50,000 100.00

*Includes all the type of securities issued by the Company I.e. Equity Shares, Zero Coupon Redeemable Preference Shares and Zero CouponCompulsory Convertible Preference Shares

3. MODE OF PAYMENT FOR SUBSCRIPTION Cheque Demand Draft Other Banking Channels

4. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC

a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offerand the effect of such interest in so far as it is different from the interests of other persons.None of the directors, promoters or key managerial personnel of the Company have any financial or other materialinterest in the offer.

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Governmentor a statutory authority against any promoter of the offeree company during the last three years immediatelypreceding the year of the issue of the private placement cum application letter and any direction issued bysuch Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall bedisclosed.No litigation or legal action is pending or has been taken by any Governmental or a statutory authority against thepromoter of the Company.

71


c. Remuneration of directors (during the current year and last three financial years).Please refer to Section IV(A)(s) of the Private Placement Offer Letter

d. Related party transactions entered during the last three financial years immediately preceding the year ofissue of the private placement cum application letter of offer letter including with regard to loans made or,guarantees given or securities provided.Please refer to Annexure 6 of the Private Placement Offer Letter

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial yearsimmediately preceding the year of issue of the private placement cum application letter and of their impacton the financial statements and financial position of the company and the corrective steps taken and proposedto be taken by the company for each of the said reservations or qualifications or adverse remark.No Qualifications

f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or anyprevious company law in the last three years immediately preceding the year of issue of the private placementcum application letter in the case of company and all of its subsidiaries and if there were any prosecutionsfiled (whether pending or not) fines imposed, compounding of offences in the last three years immediatelypreceding the year of the private placement cum application letter and if so, section-wise details thereof forthe company and all of its subsidiaries.There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act againstthe Company. Furthermore, there were no prosecutions filed (whether pending or not) fines imposed, compoundingof offences against the Company.

g. Details of acts of material frauds committed against the company in the last three years, if any, and if so, theaction taken by the company.No act of material fraud has been committed against the Company.

5. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular form:i) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate

nominal value);i. Size of the present offer; and

ii. Paid up capital:1. After the offer; and2. After conversion of convertible instruments (if applicable);

iii. Share premium account (before and after the offer).Particulars Authorised

Capital Issued Capital

Subscribed Capital

Paid Up Capital

Number of Equity Shares 50,000 50,000 50,000 50,000Nominal Amount per equity share (in INR)

10 10 10 10

Total Amount of Equity Shares (in INR)

5,00,000 5,00,000 5,00,000 5,00,000

Number of Preference Shares

60,50,00,000 51,40,00,000 51,40,00,000 51,40,00,000

Nominal Amount per Preference Share (in INR)

10 10 10 10

Total amount of Preference Shares (in INR)

605,00,00,000 514,00,00,000 514,00,00,000 514,00,00,000

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Size of the Offer (Debentures) INR 500,00,00,000Paid up Capital of the Issuer before the Issue 50,000 Equity Shares of INR 10 each INR 5,00,00050,90,00,000 Zero Coupon Redeemable Preference Shares of INR 10 each INR 509,00,00,00050,00,000 Zero Coupon Compulsory Convertible Preference Shares of INR 10 each

INR 5,00,00,000

Paid up Capital of the Issuer after the Issue (after conversion of convertible instruments (if applicable)) 50,000 Equity Shares of INR 10 each INR 5,00,00050,90,00,000 Zero Coupon Redeemable Preference Shares of INR 10 each INR 509,00,00,00050,00,000 Zero Coupon Compulsory Convertible Preference Shares of INR 10 each

INR 5,00,00,000

SHARE PREMIUM ACCOUNT Before the Issue NIL After the Issue NIL

ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein withregard to each allotment, the date of allotment, the number of shares allotted, the face value of the sharesallotted, the price and the form of consideration.

Provided that the Issuer company shall also disclose the number and price at which each of theallotments were made in the last one year preceding the date of the private placement cum applicationletter separately indicating the allotments made for considerations other than cash and the details of theconsideration in each case.

Date of Allotment






Nature of allotment

May 12, 2010

50,000 Equity Shares 10 10 Cash Subscription

April 13, 2015

6,00,00,000 Zero Coupon Redeemable Preference Shares


June 1, 2015 2,00,00,000 Zero Coupon Redeemable Preference Shares


September 22, 2015



November 7, 2015



December 3, 2015



March 28, 2016



December 12, 2016



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January 7, 2017



March 30, 2017

50,00,000 Zero Coupon Redeemable Preference Shares


June 28, 2017



June 7, 2018 3,00,00,000 Zero Coupon Redeemable Preference Shares


December 6, 2018



January 7, 2017

50,00,000 Zero Coupon Compulsory Convertible Preference Shares


b. Profits of the company, before and after making provision for tax, for the three financial years immediately

preceding the date of circulation of issue of private placement offer cum application letter; Please refer to Annexure 5 of the Private Placement Offer Letter

c. Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last

three years (Cash profit after tax plus interest paid/interest paid). No dividend has been declared by the Company since its incorporation.

d. A summary of the financial position of the company as in the three audited balance sheets immediately

preceding the date of issue of private placement offer cum application letter; Please refer to Annexure 5 of the Private Placement Offer Letter

e. Audited Cash Flow Statement for the three years immediately preceding the date of issue of private placement

offer cum application letter; Please refer to Annexure 5 of the Private Placement Offer Letter.

f. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company. There have been no change in the accounting policies of the Company since its incorporation.

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DECLARATION

Private Placement Offer Letter Private & Confidential - For Private Circulation Only

The Issuer declares that all the relevant provisions in the regulations/guidelines issued by SEBI (if any) and other applicable law have been complied with and no statement made in this Private Placement Offer Letter is contrary to the provisions of the regulations/guidelines issued by SEBJ (if any) and other applicable law, as the case may be. The information contained in this Private Placement Offer Letter is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in the Private Placement Offer Letter is consistent with disclosures required by regulatory authorities to the issue of securities made by companies in the past.

For JSW Techno Projects Mi{~ie l'J , · Limited ' ; ' ·;~,...~ ,,~)·•,

I i I

' ) j

Sanjeev Doshi t;'l''--

Director 1' ,,

Place: Mumbai

Date: ~~ O~ ol.01..3

75

75

Private Placement Offer Letter Private & Confidential - For Private Circulation Only

DECLARATION OF THE DIRECTORS

(a) The company has complied with the provisions of the Act and the rules made thereunder; (b) The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of

debentures, if applicable, is guaranteed by the Central Government; (c) The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter.

I am authorized by the Board of Directors of the Company vide resolution number 5 dated February 1, 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Enclosed the resolutions passed by the board of directors and by the shareholders of the Company as ANNEXURE 10

For JSW Techno Projects , n'ag~n') t Limited ' II «r fl"}-?

)D~ rir~" , Sanjeev Doshi Director

Place: Mumbai

Date: J:~O~J01CJ

76

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ANNEXURE 1: SUMMARY TERM SHEET

Summary Indicative Terms and Conditions

Transaction Listed and rated Non-Convertible Debenture collateralized by shares of JSW Steel and JSW Energy

Financing Amount INR 5,000 mn Repayment Amount at Maturity The sum of Financing Amount and the Accrued Premium. Yield 11.00% p.a. calculated from the Financing Date until redemption and

payable at redemption as accrued redemption premium (“Accrued Premium”) This term sheet is valid till Financing Date.

Use of Proceeds Re-financing of existing loans, loans to / investments in JSW GoC and general corporate purposes

Issuer JSW Techno Projects Management Ltd Pledgor Vividh Finvest Private Limited, JSW Investments Private Limited,

JSW Techno Projects Management Limited and Indusglobe Multiventures Private Limited

Brother GoC The group of companies managed by Mr. P.R. Jindal, Mr. Ratan Jindal and Mr. Naveen Jindal and their respective family

JSW GoC Mr. Sajjan Jindal and his family and the companies, entities, trusts, firms and other bodies controlled and managed directly or indirectly by Mr. Sajjan Jindal and his family.

Structuring Bank Deutsche Bank AG Mumbai and Credit Suisse Securities (India) Pvt. Ltd

Repayment Reserve Start Date 7 days prior to scheduled redemption date for each respective series of Debentures

Repayment Reserve Amount On or prior to the Repayment Reserve Start Date, the Issuer shall deposit a sum equivalent to the Repayment Amount for the respective series of Debentures into the Cash Account to be applied towards the redemption of the Debentures

Financing Date March 6, 2019 Tenor Series A: INR 2,500 mn - 24 months

Series B: INR 2,500 mn - 36 months Underlying Ordinary shares of JSW Steel Ltd. (“JSW Steel”) (Bloomberg ticker:

JSTL IN Equity) and JSW Energy Ltd. (“JSW Energy”) (Bloomberg ticker: JSW IN Equity) listed on the National Stock Exchange of India

Cash Account An account opened with any scheduled bank (acceptable to Structuring Banks) by the Issuer and exclusively charged to the Debenture Trustee for the benefit of the investors

Collateral Basket Shares of JSW Steel and JSW Energy Initial Collateral Shares of JSW Steel equivalent to 1.7x of the Financing Amount,

Shares of JSW Energy equivalent to 0.3x of the Financing Amount in the Collateral Basket as of the Financing Date

JSW Steel Coverage On any day a ratio calculated as (a) divided by (b), where:

77

1. The market value of shares of JSW Steel in the Collateral Basket using the closing price of JSW Steel, and

2. Financing Amount plus the Accrued Premium JSW Energy Coverage On any day a ratio calculated as (a) divided by (b), where:

1. The market value of shares of JSW Energy in the Collateral Basket using the closing price of JSW Energy, and

2. Financing Amount plus the Accrued Premium Aggregate Collateral Coverage On any day a ratio calculated as (a) divided by (b), where:

1. The market value of shares of JSW Energy in the Collateral Basket using the closing price of JSW Energy plus market value of shares of JSW Steel in the Collateral Basket using the closing price of JSW Steel, and

2. Financing Amount plus the Accrued Premium Required Aggregate Coverage 2.00x Required JSW Steel Coverage 1.7x Required JSW Energy Coverage 0.3x Aggregate Top Up Trigger level 1.80x JSW Steel Top Up Trigger Level 1.53x Aggregate Release Trigger Level 2.20x Security Package Direct pledge on the Collateral Basket Debenture Trustee Catalyst Trusteeship Limited Collateral Mechanics Aggregate Top-up Coverage If the Aggregate Collateral Coverage on any day is equal to or lower

than Aggregate Top Up Trigger Level, then Issuer would be required to deliver Eligible Collateral within 2 Business Days such that the Aggregate Collateral Coverage is reset to Required Aggregate Coverage, JSW Energy Coverage is reset to Required JSW Energy and JSW Steel Coverage is reset to Required JSW Steel Coverage

JSW Steel Top-up Coverage If the JSW Steel Coverage on any day is equal to or lower than JSW Steel Top Up Trigger Level, then Issuer would be required to deliver Eligible Collateral within 2 Business Days such that the JSW Steel Coverage is reset to Required JSW Steel Coverage

Release Coverage If the Aggregate Collateral Coverage is higher than Aggregate Release Trigger Level for 5 consecutive trading days, the Issuer may request the Lender to release a certain amount of JSW Steel and / or JSW Energy shares, provided that immediately following any such release: a) Aggregate Collateral Coverage is not less than Required

Aggregate Coverage b) the JSW Steel Coverage is not less than Required JSW Steel

Coverage c) the JSW Energy Coverage is not less than Required JSW

Energy Coverage d) If any JSW Steel shares or JSW Energy shares from Initial

Collateral are to be released, immediately following any such release

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i. the Aggregate Collateral Coverage is no less than Aggregate Release Trigger Level;

ii. the JSW Steel Coverage is no less than the Required JSW Steel Coverage;

iii. the JSW Energy Coverage is no less than the Required JSW Energy Coverage;

iv. the number of JSW Steel shares from Initial Collateral is no less than A, where

v. A = 50% x JSW Steel Shares from Initial Collateral vi. the number of JSW Energy shares from Initial

Collateral is no less than B B = 50% x JSW Energy shares from Initial Collateral

Eligible Collateral Shares of JSW Steel and / or JSW Energy (as may be applicable), up to a cap of 24% of shares outstanding

Others Prepayment Any redemption of debentures prior to scheduled maturity shall be

subject to Break Costs and Make Whole Amount, if applicable For each series of Debentures, the Issuer shall not have the right to voluntary redeem the Debentures prior to the respective Repayment Reserve Start Date. Any voluntary redemption of debentures [2] Business Days after the Repayment Reserve Amount have been deposited into the Cash Account shall be without any Break Costs

Break Costs For each series, Break Costs per debenture would be calculated by using the formula below: MAX{[{[(FFX1/SFX1) * (1+L1xAF1) – 1] / IF1 minus [(FFX2/SFX2) * (1+L2xAF2) – 1] / IF2} x FV x IF2] / number of debentures outstanding of that series, 0}, where: FFX1: USDINR forward rate on the Financing Date for delivery at maturity FFX2: USDINR forward rate at Prepayment for delivery at maturity SFX1: USDINR spot rate on the Financing Date SFX2: USDINR spot rate at Prepayment AF1: Number of days from (and including) the Financing Date to (but excluding) maturity / 360 AF2: Number of days from (and including) Prepayment to (but excluding) maturity / 360

79

IF1: Number of days from (and including) the Financing Date to (but excluding) maturity / 365 IF2: Number of days from (and including) Prepayment to (but excluding) maturity / 365 FV: the outstanding Financing Amount plus the Accrued Premium of that series L1: USD SWAP for the period from the Financing Date to maturity L2: USD SWAP for the period from Prepayment to maturity

Make Whole Amount An amount denominated in INR, payable by the Issuer to the Lender / Investor if the financing is pre-paid at any time before 18 months of the issue This amount shall be determined in accordance with the formula: a x b x ND/365 x PV a = the Yield b = the amount prepaid by the Issuer ND = Maximum (0, the number of days elapsed from and including the date of prepayment to and including the date falling 18 months after the Financing Date) PV = the present value factor For the avoidance of doubt, Make Whole Amount is only applicable upon a) a voluntary redemption/pre-payment by the issuer prior to

maturity, or b) redemption prior to maturity pursuant to an event of default

upon failure of the Issuer to provide Eligible Collateral for Top Up towards a Top Up Trigger Event

Covenants Typical for a transaction of this nature, including but not limited to: a) Financial statements or certificate of Issuer & pledgors b) Debenture related information c) Credit rating certificate at each expiry d) Compliance certificate, including quarterly compliance

certificate on Group Debt Event. Group Debt compliance certificate to be signed by Issuer's director and countersigned by director of each JSW GoC entity having share backed indebtedness.

e) Notification of default f) Compliance with laws g) Merger or change in capital structure and business without the

80

prior written consent of the Debenture Trustee except for any (1) solvent intra-group restructuring, rearrangement, reorganization, realignment, (2) merger, (3) amalgamation or (4) change in holding within the JSW GoC and / or Brother GoC which does not have an adverse effect on the security or the debentures

h) Change in constitutional documents which may have any adverse effect on the rights of the secured parties

i) Taxation (no gross up) j) Maintenance of Collateral Mechanics k) Information undertaking on total share-backed indebtedness of

the JSW GoC l) No external indebtedness at Pledgors (other than Issuer) m) All intra-group indebtedness at Pledgors to be subordinated to

this Financing upon any insolvency of Pledgor Prepayment Events Typical for a transaction of this nature, including but not limited to:

1. The market price of JSW Steel falls below the following share prices (not considering any bonus issues or shares splits if any), the Issuer shall repay the Transaction in accordance with the following schedule:

Share price of JSW Steel

Prepayment Amount: (% of Financing Amount)

168 10% 140 25% 112 50% 84 Any residual amounts outstanding under

the debentures 2. The market price of JSW Energy falls below the following share

prices (not considering any bonus issues or shares splits if any), the Issuer shall repay the Transaction in accordance with the following schedule:

Share price of JSW Energy

Prepayment Amount: (% of Financing Amount)

36 33.33% 33 33.33% 30 Any residual amounts outstanding

under the debentures 3. Either JSW Steel or JSW Energy shares are suspended for any

reason on the NSE for 2 consecutive trading days (except as a result of an administrative error)

4. Any JSW Steel or JSW Energy shares are moved to the T2T (Trade to Trade) segment of the NSE

5. Any JSW Steel or JSW Energy shares (or JSW Steel or JSW Energy itself) have ceased or (as at a stipulated date) will cease to be listed, traded or publicly quoted on the NSE for any reason

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6. Tender Offer Event 7. Group Debt Event 8. An application or petition for commencement of an insolvency

resolution process in relation to JSW Steel and/or JSW Energy has been admitted by any relevant Governmental Agency under the Insolvency and Bankruptcy Code, 2016 or any analogous law or regulation. For the avoidance of doubt, the amount payable for Mandatory Redemption Events (as defined in the Debenture Trust Deed) will be the sum of accrued amount and Break Costs

Events of Default Typical for a transaction of this nature, including but not limited to:

Failure to Pay

Breach of Covenants

Breach of Collateral Mechanics

Change of control

Misrepresentation

Cross-acceleration to any other financing of the JSW GoC secured by shares of JSW Steel or JSW Energy

Insolvency or Insolvency Proceedings EOD

Unlawfulness or Invalidity

Illegality (if illegality is attributable to an action or omission of the debenture holder, no Break Costs will apply. Otherwise, Break Costs will apply) (Make Whole Amount is not applicable for illegality)

Material Adverse Change

Nationalization

Moratorium

Expropriation

Cessation of business

Unlawfulness

Repudiation

Audit qualification (significant material reservation)

Non Listing

Credit rating

Constitutional documents

Merger, except for any solvent (1) intra-group restructuring, rearrangement, reorganization, realignment, (2) merger, (3) amalgamation or (4) change in holding within the JSW GoC and / or Brother GoC which does not have an adverse effect on the value of the Collateral Basket

Upon an event of default, if the transaction is accelerated then the amount due and payable would be the sum of: 1. The Financing Amount plus the Accrued Premium up to the

date of the default; 2. Default Interest @ 2% per annum payable on the default

amount (any amounts due and unpaid) calculated for the period

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starting from the due date up to the date of actual payment; and 3. Break Costs and Make Whole Amount (Make Whole Amount

applicable only for repayment on account for failure to provide Eligible Collateral for Top Up upon a Trigger Event)

Corporate Actions (including but not limited to merger, demerger, amalgamation, corporate reconstruction, stock split, rights issue or bonus issue by JSW Steel or JSW Energy)

The Issuer shall notify the Debenture Trustee and the Lender of any proposed corporate action by JSW Steel or JSW Energy which may have any dilutive or concentrative effect on the value of the Underlying and shall ensure to immediately (and prior to the effective date of the proposed corporate action) take all actions necessary to ensure that there is no decrease in JSW Steel Coverage and/or JSW Energy Coverage as a result of such proposed corporate action and to otherwise protect and maintain the value of the Collateral Basket

Tender Offer Event If there is any tender offer on JSW Steel (other than tender offer by JFE Steel Corporation or any of its group associates) or JSW Energy which reduces the free float (number of total outstanding shares less number of shares held by the JSW GoC and Brother GoC) of JSW Steel or JSW Energy by more than 25%

Group Debt Event 1. The aggregate share backed financial indebtedness of the JSW GoC exceeding 40% of the aggregate market value of the total shareholding of the members of the JSW GoC, without the prior written consent of the Lender / Investor

2. The aggregate share-backed indebtedness of the JSW GoC exceeding INR 85,000mn or aggregate number of encumbered shares held by JSW GoC exceeding 85% of the number of shares held by JSW GoC, without the prior written consent of the Lender / Investor

Insolvency Proceedings EOD Including but not limited to

filing of an application by an Issuer or Pledgor or any other member of the JSW GoC or Brother GoC for initiation of an insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (“IBC”) or any other analogous law or regulation in respect of Issuer or any Pledgor

filing of an application for initiation of an insolvency resolution process under the IBC or any other analogous law or regulation in respect of the Issuer by any person or entity that is not a member of the JSW GoC or Brother GoC, which, in the sole opinion of the Debenture Trustee (acting on the instructions of the Debenture Holders), may result in the commencement of an insolvency resolution process against the Issuer; Provided that if the Debenture Trustee has made a determination in its sole opinion (acting on the instructions of the Debenture Holders), that such filing may result in the commencement of an insolvency resolution process against the Company but no notice of Event of Default is served to the Issuer then the Event of Default under this clause shall stand

83

remedied if the application is (A) not admitted by the National Company Law Tribunal (“NCLT”), and (B) dismissed by the NCLT within 30 days of the date of filing of the application;

filing of an application for initiation of an insolvency resolution process under the IBC or any other analogous law or regulation in respect of any Pledgor (other than the Issuer) by any person or entity that is not a member of the JSW GoC or Brother GoC; Provided however that an Event of Default shall occur under this clause in respect of a Pledgor (other than the Issuer) only if: (A) the Pledgor in respect of whom an application for initiation of an insolvency resolution process under the IBC has been filed has not been substituted within 2 Business Days of the date of filing of such application; or (B) an application for initiation of an insolvency resolution process is outstanding or if any insolvency resolution process is ongoing under the IBC, in respect of the substitute Pledgor at the time of substitution; or (C) a duly stamped deed of release in respect of the release of the Pledgor in whose respect an application has been filed has not been executed by all the Pledgors within 4 Business Days of the date of filing of such application; or (D) such application is admitted by the NCLT and, prior to conditions set out under (A) and (B) being satisfied, the Debenture Trustee (acting on the instructions of the Debenture Holders) has notified the Company that this constitutes an Event of Default

Business Day Mumbai Conditions Precedent Typical for a transaction of this nature, including but not limited to:

Subject to all approvals, including any external legal and regulatory approvals

Successful completion of DB “know your client” process

Confirmation of no conflict

Due-diligence to include but not limited to existing financing secured by shares

Information on all the share-backed indebtedness by the JSW GoC

Satisfactory legal opinion Representations & Warranties Typical for a transaction of this nature, including but not limited to:

Insider Trading Representations

Corporate Status

Binding Obligations

Non-Conflict

Power and Authority

Validity and admissibility in evidence

Governing Law and Enforcement

Insolvency

Filing or Stamp Taxes

Deduction of Tax

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No Default

Taxation

No Breach of Laws

Legal and Beneficial Ownership

No Misleading Information

Financial Statements

Pari Passu Ranking

No proceedings pending or threatened

No immunity

Solvency

Shares, shareholding & control

Authorised signatories

No public information

Material Adverse Effect

U.S. Office of Foreign Assets Control

Money Laundering Laws Status These terms and conditions are indicative only and not a

commitment expressed or implied on the part of the Lender to enter into this Transaction

Confidentiality This term sheet and its contents are intended for the exclusive use of the Lender and the Issuer and shall not be disclosed to any person other than the legal and financial advisors for the purposes of the proposed Transaction unless the prior written consent of the Lender is obtained

Legal Expenses Issuer will reimburse the Lender for all out of pocket legal expenses (including without limitation, legal fees, disbursements and stamp duty) incurred by the Lender in the preparation and execution of the Transaction, regardless of whether or not the Transaction is executed

Governing Law India Documentation Debenture Trust Deed

Information memorandum Pledge Agreement Power of Attorney

Other Terms and Conditions Other terms and conditions to be substantially similar to the Existing Debentures documentation, subject to internal approvals

85


ANNEXURE 2: CREDIT RATING LETTER FROM BRICKWORK RATINGS INDIA PRIVATE LIMITED

86



ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE

89



ANNEXURE 4: APPLICATION FORM (PART B) – (TO BE FILED BY THE APPLICANT) Application Form No. _______________

JSW TECHNO PROJECTS MANAGEMENT LIMITED Registered Office: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India

Phone: +91 22 4286 1000; Fax: +91 22 4286 3000 CIN: - U74900MH2010PLC202725

APPLICATION FORM FOR PRIVATE PLACEMENT OF RATED, UNLISTED, ZERO COUPON, REDEEMABLE, NON-CONVERTIBLE DEBENTURES

Issue Schedule Particular Issue Opens On: Issue Closes On:

Tranche A Debentures March 5, 2019 March 5, 2019

Tranche B Debentures March 5, 2019 March 5, 2019

Date of Application _____________ Dear Sirs, Having read and understood the contents of the Private Placement Offer Letter, we apply for allotment to us of the Debentures. The amount payable on application as shown below shall be remitted on the Pay in Date (as defined in the Debenture Trust Deed) provided that we shall not be required to pay amounts towards the Debentures unless the conditions precedent set out in the Debenture Trust Deed have been satisfied. On allotment, please place my/our name(s) on the Register of Debenture holders under the issue. We bind ourselves by the terms and conditions as contained in the Private Placement Offer Letter and hereby further undertake that we are not debarred from accessing capital market or have been restrained any regulatory authorities from directly or indirectly acquiring the said debentures.

DETAILS OF DEBENTURES & PAYMENT Debenture Series No. of Debentures (in

Figures)

No. of Debentures (in words)

Amount (INR) (in figures)

Date of clearance of cheque

Amount (INR) (In words)

RTGS/Cheque/Fund Transfer/ Demand Draft drawn on (Name of Bank and Branch)

Cheque/Demand Draft No./UTR No. in case of RTGS/ A/c no in case of FT

RTGS/Cheque/ Demand Draft/ fund transfer Date

Particulars of DP ID / Client ID DP Name DP ID No. Client ID No.

Tax status of the Applicant (please tick one) 1. Non Exempt 2. Exempt under Self-declaration Under Statute Certificate from I.T. Authority

APPLICANT’S NAME IN FULL:

Tax payer’s PAN or GIR No. if allotted

IT Circle/ Ward/ District

FATHER’S NAME COMPLETE ADDRESS INCLUDING FLAT / HOUSE NUMBER, STREET, LOCALITY, PIN CODE

Pin Tel Fax

91



CONTACT PERSON NAME DESIGNATION TEL.NO. FAX NO. EMAIL

TO BE FILLED IN BY THE APPLICANT Name of the Authorized Signatory(ies) Designation Signature

----------------------------------------------------------------------- TEAR ---------------------------------------------------------------------------

1. Application must be completed in full BLOCK LETTERS IN ENGLISH except in case of signature. Applications, which

are not complete in every respect, are liable to be rejected. 2. Details of Bank Account of the Issuer for remitting the subscription proceeds:

Bank name ICICI Bank

IFSC code ICIC0000393

Account no. 039305003955

Branch CIBD Mumbai

Account type Current 3. Cheque or bank draft should be drawn on a scheduled bank payable at Mumbai 4. The Original Application Form along with relevant documents should be forwarded to the Registered Office of the Issuer

to the attention of Mr. Sanjay Gupta, on the same day the application money is deposited in the Bank. A copy of PAN Card must accompany the application.

5. In the event of debentures offered being over-subscribed, the same will be allotted on a first come first serve basis by the Issuer.

6. The debentures shall be issued in demat form only and subscribers may carefully fill in the details of Client ID/ DP ID. 7. In the case of application made under Power of Attorney or by limited companies, following documents (attested by

Company Secretary /Directors) must be lodged along with the application or sent directly to the Issuer at its Registered Office to the attention of Mr. Sanjay Gupta along with the Application Form. a) Certificate of Incorporation and Memorandum & Articles of Association; b) Resolution of the Board of Directors and identification of those who have authority to operate; c) Power of attorney granted to its managers, officers or employees to transact business on its behalf; d) PAN (otherwise exemption certificate by IT authorities). e) DP ID, Client ID, DP Name f) Bank Account Details

8. The attention of applicants is drawn to Section 38 of the Companies Act, 2013, which make a person liable for action who make an application in a fictitious name or otherwise induces a Corporation to allot or register any transfer of shares therein to him or any other person in fictitious name.

9. The applicant represents and confirms that it has understood the terms and conditions of the Debentures and is authorised and eligible to invest in the same and perform any obligations related to such investment.

Regd office:

APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES ACKNOWLEDGEMENT SLIP

(To be filled by the Applicant) Received from _________________________________ an application for _____________ debentures under Tranche __ Address_______________________________________ cheque/ draft No.________________ dated _______________ ______________________________________________ Drawn on __________________________________________ ______________________________________________ for Rs. (in figures)____________________________________ _______________ Pin Code ______________________ for Rs. (in words) ____________________________________

92



ANNEXURE 5: FINANCIALS INFORMATION

93

JSW Techno Projects Management Limited Balance sheet as at September 30, 2018

Particulars

I. ASSETS 1 Non-current assets

(a) Property, plant and equipment (b) Capital work-in-progress (c) Intangible assets (d) Financial assets:

(i) Investments (ii) Loans (iii)Finance lease receivables

(e) Non-current tax assets (net) (f) Other non-current assets Total non-current assets

2 Current assets (a) Inventories (b) Financial assets

(i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Loans (v) Finance lease receivables (vi) Other financial assets

( c) Other current assets Total current assets

TOTAL ASSETS II. EQUITY AND LIABILITIES

Equity (a) Equity share capital (b) Other equity Total equity

Liabilities 1 Non-current liabilities

(a) Financial Liabilities: (i) Borrowings (ii) Other financial liabilities

(b) Provisions (c) Deferred tax liabilities (net) (d) Other non-current liabilities Total Non-current liabilities

2 Current liabilities (a) Financial liabilities

(i) Borrowings (ii) Trade payables

- Total outstanding dues of micro and small enterprises - Total outstanding dues of Creditors other than micro and small enterprises

(iii) Other financial liabilities (b) Provisions (c) Other current liabilities Total current liabilities TOTAL EQUITY AND LIABILITIES

Place : Mumbai Date : October 30, 2018

fin Lakhs

As at September 30, 2018

As at March 31, 2018

Unaudited Audited

1,859.91 2,756.68

-

9,66,228.13 39,763.88 55,720.36

5,113.82 2,637.88

10,74,080.66

72.38

8,575.56 6,283.13

27,269.12 15,030.00

707.31 45.81

3,356.21 61,339.52

11,35,420.18

505.00 6,09 575.80

6,10,080.80

2,96,253.32 79,179.00

402.18 33,141.15

1,373.17 4,10,348.82

19,075.00

2,190.87 77,866.21

22.56 15,835.92

1,14,990.56 11,35,420.18

125.61 40,765.62

-

6,95,807. 72 43,380.48 17,108.29

4,203.22 2,183.18

8,03,574.12

76.43

224.60 2,678.01 1,375.76

10,075.00 354.35

0.19 3,135.07

17,919.41

8,21,493.53

505.00 4 16 430.69

4,16,935.69

2,22,567.46 32,056.36

404.10 8,557.95 1,391.01

2,64,976.88

16,075.00

2,637. 71 1,08,569.22

21.21 12,277.82

1,39,580.96 8,21,493.53

For and on behalf of-the Board of Directors

~ ~P-'% I Vinay Nene ( ~ )~ J \ Whole-time Dr(,e~to ~·~f!"h

1 DIN:- 0798733~r ' ~ ~

94

JSW Techno Projects Management Limited Statement of Financial Results for the half Year ended September 30, 2018

Particulars

I INCOME (a) Revenue from operations (b) Other income

Total Income (I)

II EXPENSES (a) Cost of materials and services consumed (b) Excise duty expense (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense (f) Other expenses

Total Expenses (II)

III Loss before exceptional items and tax (I-II)

IV Exceptional items

V Loss before tax (III-IV)

VI Tax expense: (a) Current tax ( b) Deferred tax

Total tax expense (VI)

VII Profit/ (Loss) for the year (V-VI)

IX Total Comprehensive Income for the vear (VII+VIII)

X Paid up equity share capital (face value of " 10 Per Share)

XI Other equity

XII Earnings per equity share : (a) Basic (in ~) (b) Diluted (in ~)

Place : Mumbai Date : October 30 2018

For the half year ended

September 30, 2018

Unaudited

29,488.49 2 095.83

31,584.32

9,858.30 -

1,276.26 20,538.08

17.93 618.12

32,308.69

(724.37}

-(724.37}

6,09,575.80

2 .73 2 .73

For the half year

ended September 30,

"7n1.,

Unaudited

13 ,565.75 893.41

14,459.16

914.57 396.42

1,248.77 16,115.87

4.14 136.28

18,816.05

(4,356.89}

-

(4,356.89}

3,32, 756 . 73

--

(84. 94) (84. 94)

"in Lakhs

For the year ended

March 31, 2018

Audited

22,571.08 1149.93

23,721.01

2,392.19 396.42

2,416.33 31,933.92

8.72 2 576.63

39,724.21

(16,003.21}

-

( 16,003.21}

(2 523.34) (2,523.34)

(13,479.87)

2,29,212 .29

480 .82

1.57

2.16 214.26

505.00

4,16,430.69

(266. 93) (266. 93)

' ;:CV> JI i<>,~ , L For and on behalf ~· rk 9oal"d )i~ ectors

~ .(, )\·~ '1

Vinay Nene ~ " Whole-time Direct~-:.;,S'/' .1 ~ DIN:- 07987332 ~~-- :.- •

95

'

JSW Techno Projects Management Limited Balance sheet as at March 31, 2018

Particulars


(a) Property, plant and equipment (b) Capital work-in-progress (c) Intangible assets (d) Financial assets:

(i) Investments (ii) Loans (iii) Finance lease receivables

(e) Non-current tax assets (net) (f) Other non-current assets Total non-current assets

2 Current assets (a) Inventories (b) Financial assets :


(c) Other current assets Total current assets

TOTAL ASSETS

II. EQUITY AND LIABILITIES Equity (a) Equity share capital (b) Other equity Total equity




2 Current liabilities (a) Financial liabilities:

(i) Borrowings (ii) Trade payables (iii) Other financial liabilities

(b) Provisions (c) Other current liabilities Total current liabilities

TOTAL EQUITY AND LIABILITIES See accomoanvina notes to the fina ncial statements

For HPVS & Associates Chartered Accountants Firm Registration No. 137533W

~ef Vaibhav L Dattanl Partner

' -Membership No. : 144084 -..\ ~aAss0

<t ~ I J:' MUMBAI ~ ~

O 137533W o

~ !' - Ac~

Place : Mumbai -Date : May 17, 2018

'in Lakhs

Notes As at As at As at

March 31, 2018 March 31, 2017 April 1, 2016

5 125.61 116.02 82.53 6 40,765.62 25,919 .74 15,615.82 5 - - 0.01

7 6,95,807. 72 4,52,497 .61 2,63,351.59 8 43,380.48 3,406.97 21,910.84 9 17,108.29 17,485.89 -10 4,203.22 3,149 .04 5,150.50 11 2 183.18 1,157.40 2,467 .35

8,03 ,574.12 5,03 ,73 2.67 3,08,5 78.64

12 76.43 - -

13 224.60 - 300.19 14 2,678.01 3,283 .54 1,642.02 15 1,375.76 1,005.79 744.26 16 10,075.00 6,375.00 2,325.00 17 354.35 213.05 -18 0.19 307.22 0.25 19 3,135.07 2,745.50 2,385.58

17,919.41 13,930.10 7,397.30

8,21,493.53 5,17,662.77 3,15,975.94

20 505.00 505 .00 5.00 21 4,.16 430. 69 2 00 216.43 11 964.27

4,16,935.69 2,00,721.43 11, 969.27

22 2,22,567.46 1,97,792.99 1,44,025.49 23 32,056.36 27,212.63 14,207.98 24 404.10 344.97 295.92 25 8,557.95 11,561.57 14,120.85 26 1,391.01 2 999 .08 1,084.40

2,64,976.88 2,39,911.24 1,73,734.64

27 16,075.00 15,575.00 49,575.00 28 2,637.71 1,895.96 862.97 29 1,08,569.22 59,004.79 78,493.40 30 21.21 17.64 15.71 31 12,277.82 536.71 1,324.95

1,39,580.96 77,030.10 1,30,272.02

8,21,493.53 5,17,662.77 3 15,975.94 1 to 58

For and on behalf of the Board of Directors

~ ~ Anunay Kumar Alok Mehrotra Whole-time Director Director DIN:- 01647407 DIN:-01066025

~ ~ Sanjay Gupta Praveen Goyal Company Secretary Chief Financial Officer Membership No. A24641 Place : Mumbai Date: Mav 17 2018

96

JSW Techno Projects Management Limited Statement of Profit and Loss for the year ended March 31, 2018

Particulars

I. INCOME (a) Revenue from operations (b) Other income

Total Income (I)

II. EXPENSES (a) Cost of materials and services consumed (b) Excise duty expense (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense Cn Other expenses

Total Expenses (II)

III. Loss before exceptional items and tax (I-II)

IV. Exceptional items

V. Loss before tax (III-IV)

VI. Tax expense: (a) Current tax (b) Deferred tax

Total tax expense (VI)

VII. Loss for the year (V-VI)

VIII. Other Comprehensive Income

Notes

32 33

34 35 36 37 38 39

40 41

A (i) Items that will not be reclassified to profit or loss 42(A)(i) (ii) Income tax relating to items that will not be

reclassified to profit or loss 42(A)(ii) B (i) Items that will be reclassified to profit or loss

Re- Measurement of the defined benefit plans 42(B)(i) (ii) Income tax relating to items that will be

For the year ended

March 31, 2018

22,571.08 1 149.93

23,721.0 1

2,392.19 396.42

2,416.33 31,933.92

8.72 2.576.63

39,724 .2 1

(16,003.20)

(16,003.20)

(2 .523.34) (2,523.34)

(13,479.861

2,29,212.29

480.82

1.57

'in Lakhs

For the year ended

March 31, 2017

16,322.02 12.272.36

28,594.38

1,843.75 1,000.44 2,367 .73

32,775 .25 5.44

275.02 38, 267.63

(9,673.26)

(9,673.26)

(2,557 .32) (2,557.32)

(7,115.93)

85,921 .91

(5.67)

reclassified to profit or loss 42 ( B) (ii )1-------,,...;(,_0~. 5~5~)-+--_______ 1_._9-16 Total other comprehensive income for the year (VIII) 2,29,694.13 85,918.20

IX. Total Comprehensive Income for the year (VII+VIII)

X. Earnings per equity share of f 10 each: (a) Basic (in~) (b) Diluted ( in ~)

See accompanying notes to the financial statements

For H PVS St Associates Chartered Accountants Firm Registration No. 137533W,

·~ .Jo",#"

Vaibhav L Dattani Partner Membership No.: 144084

Place : Mumbai Date : Mav 17 2018

-

~ c,aAss0 q, ~

I .:t° MUMBAI ~ \\ 0 137533W o //

~~Ace~,/

48

1 to 58

2.16.214.26

(266.93) (266 .93)

78.802.26

(140 .91) (140.91)


--- 'l! -Anunay Kumar Whole-time Director DIN:- 01647407

Sanjay Gupta Company Secretary Membership No. A24641 Place : Mumbai Date: Mav 17. 2018

Alok Mehrotra Director DIN: -01066025

~0r Praveen Goyal Chief Financial Officer

97

JSW Techno Projects Management Limited Statement of Cash flow for the year ended March 31, 2018

Particulars

A. CASH FLOWS FROM OPERATING ACTIVITIES PROFIT (+)/LOSS(-) BEFORE TAX

Adjustment for: Depreciation and amortization expense Income from current investments Finance Charges Foreign exchange (gain)/loss Unwinding of interest on preference shares Interest on loan to subsidiary

Operating profit before working capital changes

Movements in Working Capital (Increase) I Decrease in trade receivables (Increase) / Decrease in other assets (Increase) I Decrease in inventories (Increase) I Decrease in other financial assets and finance lease receivables Increase I (Decrease) in trade payables Increase / (Decrease) in provisions Increase/ (Decrease) in other liabilities

Cash generated in operations Direct Taxes (paid)/refund

NET CASH (USED)/GENERATED IN OPERATING ACTIVITIES

B. CASH FLOW FROM INVESTING ACTIVITIES (Purchase)/sale of investments/Mutual fund (Purchase) /sale of property, plant and equipment and intangible assets (Net) Decrease/(Increase) in Loans Income from current Investments

NET CASH GENERATED/(USED) IN INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds/(repayment) from borrowings Proceeds from issuance of Compulsory Convertible preference shares Proceeds from issuance of redeemable preference shares Interest paid

NET CASH (USED)/GENERATED FROM FINANCING ACTIVITIES

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Refer Note 15)

See accompanying notes to the financial statements 1 to 58

For HPVS & Associates Chartered Accountants Firm Registration No. 137533W ;

..,(,> ...... ~ Vaib~ L Dattani Partner

Membership No.: 144084

Place : Mumbai Date : May 17, 2018

f in Lakhs For the year For the year

ended ended March 31 2018 March 31 2017

(16,003.20) (9,673.26)

8.72 5.44 (73.00) (69.46)

31,933.92 32,775.25 2,337.90 (2,286.29) (607.83) (6,843.71) (408.66~ (2,629.13 )

17,187.85 11,278.85

605.52 (1,641.52) (2,469.52) 950.03

(76.43) -543.33 (18,005.91) 741.74 1,032.99

(362.61) 50.99 11,063.86 9,361.19

27,233.73 3,026.61 395.89 2,001.46

27,629.62 5,028.07

(14,322.42) 6,526.01 (14,855.47) (8,051.11) (43,264.85) 17,083.00

73.00 69.46 (72,369.74) 15,627.36

56,200.01 (11,000.00)

- 500.00 1,200.00 13,500.00

(12.289.90 ) (23,393.90) 45,110.10 (20,393.90)

369.98 261.53 1,005.79 744.26

1,375.78 1,005.79


Anunay Kumar Whole-time Director DIN:- 01647407

Alok Mehrotra Director DIN:-01066025

~pa Prav~ Company Secretary Chief Financial Officer Membership No. A24641 Place : Mumbai Date : May 17, 2018

98

' ·,

~ JSW TECHNO PROJECTS MANAGEMENT LIMITED BALANCE SHEET AS AT MARCH 31, 2016

Amount in~

Particulars Note As at As at No. 31.03.2016 31.03.201S

EQUITY AND LIABILITIES

Shareholders' funds Share capital 2 2,17 ,os,oo,ooo 5,00,000 Reserves and surplus 3 (4,65,31,98,673) (2,63,04, 17,227)

(2,48,26,98,673) (2,62/99,17,227)

Share application money pending allotment - 60,00,00,000

Non-current liabilities Long-term borrowings 4 13,35,00,00,000 14,00,00,00,000 Other long term liabilities 5 10,84,39,602 33,21,66, 729 Long-term provisions 6 1,45,03,90,212 1,58,44,~4,563

14,90/88,29,814 15/91,66,01,292

Current liabilities Short-term borrowings 7 7,02,75,00,000 4A2,7s,oo,ooo Trade payables 8 8,62,97,162 10,81,28,095 Other current liabilities 9 5,90A0,23,728 5,14,26,85,230 Short-term provisions 10 93,82,111 1,95,41,776

13,02,72/03/001 9169,78,55/101

TOTAL 25 45 33 34 142 23 58 45 39 166

ASSETS

Non-current assets

Fixed assets Tangible assets 11 82,52,757 91,49,858 Intangible assets 11 989 8,515 Capital work-in-progress 12 1,60,28,85,533 4,53,22,194

Non-current Investments 13 19J3,50,34,706 17,21,85,21,490 Long-term loans and advances 14 3,36,74,30,129 5,30,97,27,425

24,71/36/04/114 22,58/27,29/482

Current assets Current Investments 15 3,00,19,170 -Trade receivables 16 16,42,01,373 10,53,12,554 Cash and bank balances 17 7,44,26,307 83,13,75,261 Short-term loans and advances 18 47,10,58,213 5,80,07,860 Other current assets 19 241965 71,14,009

73/97/30,028 1/00/18,09,684

TOTAL 25 45 33 34 142 23,58 45 39 166 See accompanying Notes 1 to 27 forming part of the financial statements

For Shah Gupta & Co. For and on behalf of the Board of Directors Chartered Accountants

"'!}~"(}~"' ~·. '

') L/1 '

~ '1 - -= ~ -,\ · v.;(-::,UPTA~

Vrpu. K Choksi ~[r::M~~~ * J Anunav Kumar Sanieev Doshi Partner ~ Cf\N 1 i09574W o, Whole-time Director Director M.No.37606 ~'-- ~ DIN:- 01647407 DIN:-06675966

j,)t ·----. .. _, _ __..,. -v.'~

~~ ~~ c!Cilto Accoll -·~-.::-.;, ~ -

Praveen Goval Saniav GuPta Place : Mumbai Chief Financial Officer Company Secretary Date : 25/05/2016 Member~hio No. A24641

99

~ JSW TECHNO PROJECTS MANAGEMENT LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016

Amount in~

Particulars Note For the Year Ended For the Year Ended No. 31.03.2016 31.03.2015

Income Revenue from Operations 20 1,47,29,00,546 1,29,14,89,273

Other Income 21 6,81,43,295 4,19,31,602 Total Income 1,54,10,43,841 1,33,34,20,875

Expenses Operating expenses 22 16,34,81,001 12,33,51,047

Employee benefits expense 23 23,11,51,822 20,54,22,956

Finance costs 24 3,18,34,40,838 2,76,90,01,885 Depreciation and amortization expense 25 2,72,681 1,91,689

Other expenses 26 2,65,09,066 1,02,02,297 Total expenses 3/60,48,55,408 3,10,81,69,874

Profit/(Loss) before Tax (2,06,38,11,567) (1,77,47,48,999)

Tax Expense Current Tax - -Tax related to prior period (4,10,30,121) 3,92,34,913

Profit/(Loss) after tax (2,02,27,81,446) (1,81,39,83,912)

Earnings Per Equity Share:

Basic and Diluted 27(k) (40,455.62) (36,279.69)

See accompanying Notes 1 to 27 forming part of the financial statements

For Shah Gupta & Co. For and on behalf of the Board of Directors

Chartered Accountants

,,. "}'""'"" ~ '"""w . . cy [ / C /v/t~-

~~--,.---, fot~ J.. / </~:~~ pul K Choksi •. ;;;> Anunay Kumar Sanjeev Doshi Partner \ "'':"·,\D;\1 Whole-time Director Director M. No. 37606 •, • '" DIN:- 01647407 DIN:-06675966

•AC:_(:~ ~~- ~. Praveen Goyal Sanjay Gupta

Place : Mumbal Chief Financial Officer Company Secretary Date : 25/05/2016 Membership No. A24641

100

_,.~ JSW TECHNO PROJECTS MANAGEMENT LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

Amount in~

Particulars For the Year Ended For the Year Ended

31.03.2016 31.03.2015

A. CASH FLOWS FROM OPERATING ACTIVITIES PROFIT (+)/LOSS(·) BEFORE TAX {2,06,38, 11,567) (1,77,47,48,999)

Adjustment for: Depreciation and amortization expense 2,72,681 1,91,689 Interest income on Debentures (27,72,00,000) (27,72,00,000) Income from Current Investments {6,23,33,193) (1,93,17,621) Proflt on sale of fixed assets (5,553) . Debenture Issue expenses 26,97,70,011 22,96,51,794 Provisions for Premium payable and Interest accrued on borrowings 35,31,60,001 {33,46,22,575) Interest & Finance Charges 2 56 04 27 213 2,87,39,68,701

Operating profit before working capital changes 78,02,79,593 69,79,22,989

Movements in Working Capital (Increase) I Decrease in Trade receivables {5,88,88,819) (3,93,58,861) (Increase) I Decrease In Loan and advances (61,39,25,514) (4,77,16,602) (Increase) I Decrease in Other assets 70,89,043 (71,14,009) Increase I (Decrease) in Trade payables and provisions (25,30,57,853) 11,28,22,165 Increase I (Decrease) Other current liabilities 86,39,74,481 4 18 85 539

72,54,70,931 75,84,41,221 Interest income on Debentures 27,72,00,000 27,72,00,000 Income from Current Investments 6,23,33,193 19317621

Cash generated in Operations 1,06,50,04,124 1,05,49,58,842 Direct Taxes Paid {10,07,97,629 13,54 43 030

NET CASH GENERATED IN OPERATING ACTIVITIES 96,42,06,495 119 04 01 872

B. CASH FLOW FROM INVESTING ACTIVITIES (Purchase)/Sale of Shares {2,51,65, 13,216) (3,35,84,21,490) Capital expenditure on fixed assets including capital advances (1,55,75,63,339) (4,53,22,194) (Purchase) /Sale of fixed assets (Net) 6,37,500 (15,75,000) Loan Repyament/(Given) to subsidiary 2,29,25,00,000 (1,25,62,224) Investment In fixed deposit 68,75,00,000 (75,00,00,000) Investment in mutual fund (3,00,19,170) -Investment In Margin money deposit - 55,00,17,904

NET CASH USED IN INVESTING ACTIVITIES (112 34 58,2251 (3,61 78,63,004

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds/(Repayment) from Long-term borrowings (1,25,00,00,000) 3,24,00,00,000 Proceeds from Short-term borrowings 2,60,00,00,000 1,70/50,00/000 Debenture Issue expenses (26,97,70,011) (22,96,51,794) Interest and Finance charges (2,56,04,27,213) (2,87,39,68,701) Share application money received 1,57,00,00,000 60 00 00 000

NET CASH GENERATED FROM FINANCING ACTIVITIES 8,981021 776 2 44 13 79 505

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS {A+B+C) (6,94r48,954) 1,39,18,373 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 8,13,75,261 6 74 56 888 CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Refer Note 17) 1,19/26/307 8 13 75,261


'"~ T"?) ·~~~ '

ph , I rv ~ ----- ~~ ' ,~------. ..: .. -··· r' JDTA :i''

// !).,\)· "'?.::...._'-·- .:~. ' c ipu K Choksi ;;;,::;I- ~""iC: Anunay Kumar Sanjeev Doshi

( '[ !''"''"' j il Partner ('*· ,t,,;,,>,~:~ , "/( Whole-time Director Director M. No. 37606 €! w•;Sr

4/_f' DIN:- 01647407 DIN:-06675966 Af;,tr.' ..__ __ .,___.._... . .../ ~"\tf:

~~~-,.-" ~ (-RED ACCO\)

Praveen Goyal Sanjay Gupta Place_ : Mumbai Chief Financial Officer Company Secretary Date : 25/05/2016 Membership No. A24641

101

JSW Techno Projects Management Limited Consolidated Balance sheet as at March 31, 2018

Particulars


(a) Property, plant and equipment (b) Capital work-in-progress (c) Goodwill (d) Intangible assets (e) Financial assets:

(i) Investments Investments in associates Other investments

(ii) Loans (iii)Finance lease receivables

(f) Non-current tax assets (net) (g) Other non-current assets Total non-current assets

2 Current assets (a) Inventories (b) Financial assets


( c) Other current assets Total current assets

TOTAL ASSETS

II . EQUITY AND LIABILITIES Equity (a) Equity share capital (b) Other equity Equity attributable to owners of equity

Non-controlling interest Total equity




2 Current liabilities (a) Financial liabilities

(i) Borrowings (ii) Trade payables (iii) Other financial liabilities

(b) Provisions (c) Other current liabilities Total current liabilities

TOTAL EQUITY AND LIABILITIES See accomoanvina notes to the financial statements

For HPVS & Associates Chartered Accountants Firm Registration No. 137533W .. ~~~-)) ~s£ ·f_/ . \ ~~

. ~ <> / ~·.' Vaibh v L Dattani ,~~ ~O I ;,:(l Partner ; Q.( ) / " ,/ Membership No.: 144084 :.l." ~' / -..<_·/ • ,,/ t,"".1.1·

.. • •• .... _. ....... • . 'bt.(t';y. (:-'

C'rl"'" :~·' ~:;.T<l'i~

Place : Mumbai Date : September 06, 2018

~in Lakhs

Notes As at As at As at

March 31, 2018 March 31, 2017 April 1, 2016

s 141.09 131.78 S,174.41 6 40,76S.62 2S,919.74 18, 140.49

- - 108.44 s - - 0.01

7(a) lS,370.48 - -7(b) 7,2S,89S.21 4,91,924.14 2,99,077.07

8 39,816.30 1.4S 391.S9 9 17,108.29 17,48S.89 -10 4,237.73 3,173.S6 S,174.66 11 2, 183.33 1 1S7 .SS 3,S43.86

8,45,518.05 5,39,794.11 3,31,610.53

12 76.43 - -13 lS,461.01 - 300.19 14 3, 144.41 3,48S.71 1,800.00 1S 1,S18.36 1,030.08 804.37 16 10,07S.OO 6,37S.OO 2,32S.OO 17 3S4.3S 213.0S -18 O.S7 307.24 0.2S 19 3, 149.82 2,7SS.33 2,391.67

33,779.95 14,166.41 7,621.48

8,79,298.01 5,53 960.52 3,39,232.01

20 SOS.00 SOS.00 S.00 21 4,43,343.9S 2,08,741.17 8,S34.98

4,43,848.95 2,09,246.17 8,539.98 - - 1,038.78

4,43,848.95 2,09,246.17 9,578.76

22 2,33, 186.62 2,20,233.88 1,66,438.14 23 3S,S92.82 31,788.64 lS,697.62 24 404.10 344.98 29S.91 25 8,980.36 12,107.74 15,586.28 26 1.391.01 2,999.08 1,084.40

2,79,554.91 2,67,474.32 1,99,102.35

27 16,075.00 15,575.00 49,575.00 28 3,085.57 2,102.70 1,026.39 29 1,24,388.04 59,004.79 78,493.40 30 21.21 17.64 15.71 31 12 324.33 539.90 1,440.40

1,55,894.14 77,240.03 1,30,550.90

8,79,298.01 5.53.960.52 3,39,232.01 1 to 61


ef ~ Vinay Nene Alok Mehrotra Whole-time Director Director

@?4- DIN :-01066025

~~ Sanja Gupta Praveen Goval Comoa y Secretary Chief Financial Officer Membe ship No. A24641 Place : Mumbai Date : Sentember 06. 2018

102

JSW Techno Projects Management Limited Consolidated Statement of Profit and Loss for the year ended March 31, 2018

Particulars

I. INCOME (a) Revenue from operations (b) Other income

Total Income (I)

II. EXPENSES

III.

IV. v. VI. VII. VIII.

IX.

x.

(a) Cost of materials and services consumed (b) Excise duty expense (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense (f) Other expenses

Total Expenses (II)

Loss before share of profit of associates, exceptional items and tax (I-II) Share of profit of associates Loss before exceptional items and tax (III+IV) Exceptional items Loss before tax (V-VI} Tax expense:

(a) Current tax (b) Deferred tax

Total tax expense (VIII) Loss for the year (VII-VIII)

Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss

Eauity instruments throuah other compressive income (ii) Income tax relating to items that will not be

reclassified to profit or loss (iii) Share of OCI in associate

B (i) Items that will be reclassified to profit or loss Re- Measurement of the defined benefit plans

(ii) Income tax relating to items that will be reclassified to profit or loss

Total other comprehensive income for the year (X)

XI. Total Comprehensive Income for the year (IX+X) Total loss for the year attributable to:

Owners of the Company Non-controllinq interests

Other comprehensive income/(loss} for the year attributable to: Owners of the Company Non-controllinq interests

Total comprehensive income/(loss} for the year attributable to: Owners of the Company Non-controllinq interests

XII. Earnings per equity share of ' 10 each: (a) Basic (in ~) (b) Diluted fin ~)

See accompanyinq notes to the financial statements

For HPVS & Associates Chartered Accountants

Notes

32 33

34 35 36 37 38 39

54

40 41

42(A)(i)

42(A)(ii)

54

42(B)(i)

For the year ended

March 31, 2018

23,406.45 751.20

24,157.65

2,842.22 396.42

2,416.34 34,894 .80

9.00 2 606.16

43,164.94 ( 19,007.29)

1 274.35 (17,732.94)

-(17,732.94)

-(2 670.36)

(2.670.36) (15,062.59)

2,49,207.48

457.57

(0. 70)

1.57

~in Lakhs

For the year ended

March 31, 2017

16,718.01 9 645.54

26,363.55

2,111.11 1,000.44 2,367.73

35,892.58 5.72

381.90 41,759.48

(15,395.93)

-( 15,395.93}

-( 15,395.93)

-(3 476.57)

(3.476.57) (11,919.36)

1,02,679.34

-

(5.67)

42 ( B) (ii ) 1-----=-=-=-~=-==+-------.,,.-,,.-=--==-==i (0.55) 1.96 2,49,665.38 1,02,675.63

2 34.602.79 90 756.27

(15,062 .59) (11,919.36) - -

(1.5 062.59) (11 919.36)

2,49,665.38 1,02,675.63 - -

2 49,665.38 1 02.675.63

2,34,602. 79 90,756.27 - -

2,34,602.79 90.756.27

48 (298.27) (236.03) (298 .27) (236.03)

1 to 61


Firm Reqistration No. 137533W

~ty,,,, d Vinay Nene

o--L5L Alok Mehrotra Director DIN:-01066025

Vaibhav L Dattani Partner Membership No.: 144084

Place : Mumbai Date : Seotember 06 2018

Whole-time Director DIN: - 07987332

tL y Gupta

pany Secretary Membership No. A24641 Place : Mumbai Date : September 06, 2018

\~ Praveen Goyal Chief Financial Officer

103

JSW Techno Projects Management limited Consolidated Statement of Cash flow for the year ended March 31, 2018

Particulars

A. CASH FLOWS FROM OPERA TING ACTIVITIES PROFIT (+)/LOSS(-) BEFORE TAX Adjustment for:

Depreciation and amortization expense Share of profit of associates Loss on sale of investment Income from current investments Finance charges Foreign exchange (gain)/loss Unwinding of interest on preference shares Finance charges

Operating profit before working capital changes

Movements in Working Capital (Increase) I Decrease in trade receivables (Increase) I Decrease in other assets (Increase) I Decrease in inventories (Increase) I Decrease in other financial assets and finance lease receivables Increase/ (Decrease) in trade payables Increase/ (Decrease) in provisions Increase/ (Decrease) in other liabilities

Cash generated in operations Direct Taxes (paid)/refund

NET CASH GENERATED IN OPERATING ACTIVITIES

B. CASH FLOW FROM INVESTING ACTIVITIES

(Purchase)/sale of investments/Mutual fund (Purchase) /sale of property, plant and equipment and intangible assets (Net) Decrease/(Increase) in Loans Income from current investments

NET CASH GENERATED/(USED) IN INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds/(repayment) from borrowings Proceeds from issuance of compulsory convertible preference shares Proceeds from issuance of redeemable preference shares Finance charges paid Interest paid

NET CASH (USED)/GENERATED FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Refer Note 15)

See accom an in notes to the financial statements 1 to 61 Notes:

~ in Lakhs For the year For the year

ended ended March 31 2018 March 31 2017

(17,732.94) (15,395.93)

9.00 5.72 (1,274 .35)

81.79 (73 .00) (69.46)

34,891.47 35,889.85 2,337 .90 (2,286.29) (607 .83) (6,843 . 71)

3.33 2.74 17,553.57 11,384.71

341.28 (1,685. 70) (2,526.87) 945.91

(76.43) 543 .33 (18,005.91) 982.86 1,076.33

(362.61) 50 .99 11,149.23 9 361.09

27,604.36 3,127.42 395 .89 2 001.46

28 000.25 5,128.88

(14,321.42) 27,525.12 (14,855.47) (8,051.11) (43,514.85) (4,050.00)

73.00 69.46 72,618.74 15 493.47

56,200.00 (11,000.00)

500.00 1,200.00 13,500.00

(3.33) (2.74) 12 289.90 23 393.90

45 106.77 20 396.64 488.28 225.71

1 030.08 804.37 1 518.36 1 030.08

1. The Cash Flow Statement is re ared b the "indirect method" set out in Ind AS 7- Statement of Cash Flows.

For HPVS & Associates Chartered Accountants Firm Registration No. 137533W

~,fa-" Vaibhav L Dattani Partner Membership No.: 144084

Place : Mumbai Date : Se tember 06 2018


u~-Vinay Nene Alok Mehrotra Whole-time Director Director D N:- 07987332 DIN:-01066025

~~ Praveen Goyal

Con pany Secretary Chief Financial Officer Me bership No. A24641 Place : Mumbai Date : September 06, 2018

104

JSW TECHNO PROJECTS MANAGEMENT LIMITED CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2016

EQUITY AND LIABILITIES

Shareholders' funds Share capital Reserves and surplus

Minority interest

Particulars

Share application money pending allotment

Non-current liabilities Long-term borrowings Other long term Jiab!1Jties Long-term provisions

Current liabilities Short-term borrowings Trade payables (I) Total outstanding dues of micro and small enterprises (U) Total outstanding dues of creditors other than micro and small

enterprises Other current liabilities Short-term provisions

TOTAL

ASSETS

Non-current assets Fixed assets

Tangible assets Intangible assets Capital work-in-progress

Goodwill on consolidation Non-current investments Long-term loans and advances

Current assets Current Investments Trade receivables Cash and bank balances Short-term loans and advances Other current assets

TOTAL See accompanying Notes 1 to 27 forming part of the financial statements

Note No.

As at 31.03.2016

2,17,05,00,000

Amount in'-: As at

31.03.2015

5,00,000 2

3 (5,74,54,26,316) (2,61,27,41,300) (3,57,49,26,316) (2,61,22,41,300)

4 5 6

7 8

9 10

11 11 12

13 14

15 16 17 18 19

10,38,78,145

-

15,60,00,00,000 10,84,39,602

1,59,93,53,922 17,30,77,93,524

7,02,75,00,000

-10126,37,725

5,90,62,65,395 93,82,111

13,04,57,85,231

26 88 25 30 584

51,74,411314 989

1,85,53,52,602 1,08,43,502

22,82,57,28,013 91,10,16,382

26,12,03,82,802

3,00,19,170 17,99,98,998 8,04,37,188

47,16167,461 24,965

76,21,47,782

26 88 25 30 584

22,71,14,835

60,00,00,000

14,00,00,00,000 33,21,66,729

1,58,44,34,563 15,91,66,01,292

. 4,42,75,00,000

-10,83119,508

5,14,66,88,521 1,99,76,776

9,70,24,84,805

23 83 39 59 633

51,77,89,058 8,515

1,34,52,90,945 1,09,03,280

20,17,17,14J97 54,68,30,876

22,59,25,37,471

-10,53,12,554 84,05,82,836 28,83,79,267

71,47,504 1,24,14,22,161

23 83 39 59 633


Anunav Kumar Whole-time Director DIN:- 01647407

Pra~~~~ Chief Financial Officer

p Sanieev Doshi Director

~966

SWvG~Dta Com~any Secretary Membership No. A24641

105

~~ JSW TECHNO PROJECTS MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016

Particulars

Income Revenue from Operations Other Income

Total Income

Expenses Operating expenses Employee benefits expense Finance costs Depreciation and amortization expense Other expenses

Total expenses

Profit/(loss) before exceptional items and tax

Exceptional item

Profit/(loss) before tax

Tax Expense Current Tax Tax related to prior period

Profit/(loss) for the year before Minority interest

Share of (losses)/profit of minority

Profit/(loss) for the year

Earnings Per Equity Share:

Basic and Diluted

See accompanying Notes 1 to 27 forming part of the financial statements

Place : Mumbai

Date : 25/05/2016

Note No.

20 21

22 23 24 25 26

27(1)

For the Year Ended 31.03.2016

1/51,56,23,095 6,86,25,349

1,58,42,48,444

19,03,57,671 23,11,51,822

3/34,91,281892 13,50,823

2,81,76,181 3,80,01,65,389

(2,21,59,16,945)

(1,08,09,73,344)

(3,29,68,90,289)

-

(4,10,28,360) (3,25,58,61,929)

(12,31,76,913)

(3,13,26,85,016)

(62,653.70)

Amount in 'I!

For the Year Ended 31.03.2015

1,33,17,87,122 4,20,80,269

1,37,38,67,391

14,77,62,452 20,58,57,956

2,77,70,90,954 15,82,264

1,47,15,140 3,14,70,08,766

(1,77,31,41,375)

-(1,77,31,41,375)

2,57,938 3,92,34,913

(1,81,26,34,226)

(12,33,277)

(1,81,14,00,949)

(36,228.02)


Anunay Kumar Whole~time Director DIN:- 01647407

~~~/ Praveen Goyal Chief Financial Officer

.~ .. ; Director DIN:-06675966

~DdpP. ~t!:: Secretary

Membership No. A24641

106

~ JSW TECHNO PROJECTS MANAGEMENT LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

Amount In <t

Particulars For the Year Ended For the Year Ended 31.03.2016 31.03.2015

A. CASH FLOWS FROM OPERATING ACTIVITIES PROFIT (+)/LOSS(-) BEFORE TAX (3,29,68,90,289) (1,77,31,41,375)

Adjustment for: Depreciation and amortization expense 13,50/823 15,82,264 Interest Income on Debentures (27,72,00,000) {27,72,00,000) Dividend Income (5,70,00,680) (2,31,36,839) Income from Current Investments (6,27,55,415) (1,94,66,288) Debenture Issue expenses 27,25,81,357 23/06,92,626 Provision for lmpalrement on fixed assets 1,08,09,73,344 -Provisions For Premium payable and Interest accrued on borrowings 50,60,22,664 (48,70,36,856) Interest & Finance Charges 2 57 04 41 258 3 03 34 31219

Operating profit before working capital changes 73,75,23,062 68,57,24,751

Movements In Working Capital (Increase) 1 Decrease In Trade receivables (7,46,86,444) (2,11,15,155) (Increase) I Decrease In Loan and advances (39,76,00,663) (8,15,03,334) (Increase) I Decrease In other assets 71,22,539 (71,36,560) Increase j (Decrease) In Trade payables and provisions (23,37,42,863) 10,61,26,911 Increase J (Decrease) other current liabilities 86 22 12 857 3 79 82 485

90,08,28,488 72,00,79,099 Interest Income on Debentures 27,72,00,000 27,72,00,000 Dividend Income 5 70 00 680 2 31 36 839

Cash generated In Operations 1,23,50,29,168 1,02,04,15,938 Direct Taxes Paid (10 88 44 676 13 18 91 782

NET CASH GENERATED IN OPERATING ACTIVITIES 1 12 61 84 492 11S 23 07 720

B. CASH FLOW FROM INVESTING ACTIVITIES (Purchase)/Sale of Shares (2,65,40,13,216) (3,07,61,97,490) Provision for lmpalrement on fixed assets (1,08,09,73,344) -Capital expenditure on fixed assets Including capital advances (51,00,61,657) (5,18,02,938) (Purchase) /Sale of fixed assets (Net) (9,95,553) (15,75,000) Income from Current Investments 6,27,55,415 1,94,66,288 Investment In fixed deposit 68,95,00,000 (75,20,00,000) Investment In mutual fund (3,00,19,170) -Investment In Margin money deposit - 55 00 17 904

NET CASH USED IN INVESTING ACTIVITIES (3 52 38 07 525) (3 31 20 91 235

C. CASH FLOW FROM FINANCING ACTIVITIES Purchase of shares from minority share holder - (10,65,00,000) Proceeds/(Repayment) from Long-term borrowings 1,00,00,00,000 3,24,00,00,000 Proceeds from Short-term borrowings 2,60,00,00,000 1,70,50,00,000 Debenture Issue expenses (27,25,81,357) (23,06,92,626) Interest and Finance charges (2,57,04,41,258) (3,03,34,31,219) Share application money received 1 57 00 00 000 60 00 00 000

NET CASH GENERATED FROM FINANCING ACTIVITIES 2 32 69 77 385 2 17 43 76 155

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (7,06,45,648) 1,45,92,639 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 8 85 82 836 7 39 90 197 CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Refer Note 17) 1 79 37 188 8 85 82 836


' Firm ~tratlon No. 170 ~ ·

~-~~ ~ y 1/ c -~:,~~ :J( ;-/~GUPTAt~"-

pu K Choksl ~~\:\.~-~-~~~~ Anunay Kumar Sanjeev Doshi

Partner 0 ,/ Hli>'hl\l '' ·1< Whole-time Director Director

M. No. 37606 ~ [ i'R~;. ""'JAW J" DIN:- 01647407 DIN:-06675966 · . .--,~·1 ;l< 'V"--' ,/'\()

Pra~~~ ~ :0:;,~; "~~~-- <-'·-~~:~<'?-"

V;,~'!;_f?ED 1\CC~~>~ """-~-;:..:.-- ;;t;,-

Place : Mumbal Chief Financial Officer p y Secretary Date : 2?/05/2016 Membersh!~No. A24641

107



ANNEXURE 6: RELATED PARTY TRANSACTIONS

108

JSW Techno Projects Management Limited Notes to the financial statements for the year ended March 31, 2018

47 Related Part Disclosure 47.a Relationships

1 Subsidiaries JSW Logistics Infrastructure Private Limited JTPM Atsali Limited (from February 7, 2018) JSW Aluminium Limited (upto January 20, 2017)

2 Associate Brahmani River Pellets Limited

3 Individual/ Association of person exercising control Mrs. Sangita Jindal Mr. Sajjan Jindal & Mrs. Sangita Jindal as Trustee of M/s. Sajjan Jindal Family Trust (from January 7, 2017)

Enterprises over which Key Management Personnel and Relatives of such personnel exercise 4 significant influence

JSW Investments Private Limited JSW Projects Limited JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited JSW Holdings Limited Jindal Saw Limited Jindal Steel and Power Limited JSW Severfield Structures Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Holdings Private Limited (formerly Sahyog Tradcorp Private Limited) Vividh Finvest Private Limited (formerly Vividh Consultancy and Advisory Services Private Limited) Gopal Traders Private Limited Realcom Reality Private Limited Descon Limited Amba River Coke Limited Adarsh Advisory Services Private Limited Indusglobe Multiventures Private Limited Everbest Consultancy Services Private Limited JSW Group Welfare Trust JSW Paints Private Limited Magnificient Advisory Services Private Limited Sarvodaya Advisory Services Private Limited JSW Lifestyle Limited Danta Enterprises Private Limited SJD Advisory Services Private Limited Unity Advisory Services Private Limited Vinamra Properties Private Limited JSW Energy ( Bengal ) Limited JSW MI Steel Service Center Private Limited JSW Realty & Infrastructure Private Limited DBJ Advisory Services Private Limited

5 Key Managerial Personnel Mr. Anunay Kumar Mr. Praveen Goyal Mr. Sanjay Gupta Mr. Alok Mehrotra Mr. Vinay Nene Mr. Ashok Jain Mr. Sanjeev Doshi Dr. Rakhi Jain

109

JSW Techno Projects Manaaement Limited Notes to the financial statements for the year ended March 31, 2018

... ., h . J Tran ....... -0 ......... durinn the vear with related nartieor;: 'in Lllkhs Nature of relationship

Sr. Particulars SUbsldlan COmlNlnY Associate Kev manaoement-norc.ftnnel Others Total

No. Fortne Year For tlte year For the Year For the year For the Year Foe the year March For the Year For the year For the Year For the year us-h'.Jl 20111 M•-h '.ll 2017 March 31 2018 March 31 ~1.7 Mardi 31 2018 31 2017 March"' 20.18 March 3~ 201.7 l'far<:h 31 2018 March n 2017

1 Sale of goods/services/rmance lease JSW Steel Lim ited . . . - 6,601.56 5.752 88 6,601 56 S.7S2.88 JSW Proiects Limited . - - - 9,060.19 8.606.27 9.060.19 8.606.27 I isw Pa•n"' Pr' " ' " '- '"·" - . - - - 20.00 - 20.00

2 Dividend Income I JSW C:>ool LimitPrl 5, 159. 86 374.44 5 15Q_86 374.44

3 Purchase: o f Material JSW Steel Limited . - . S30.06 875. 17 S30 06 875. 17 JSW Steel Coated Products Limited . - - . - 100.81 100.8 1 JSW Lifestyle Limited 38.50 - 38 50 JSW Benqal Steel Limited - - . - - - . JSW Cement Limited - - . - - 12S 12 477 .42 12S 12 477 42 Jindal Saw Limited - - - - - -Jindal Steel & Power Limited . - - 82.2S 60.29 82.2S 60 29 Brahmani River Pellets Limited . 292.07 - - - 292.07 -

115w 5""'""""'" c: .... - ... ~ • ;~•••-' . - - 219.79 l 20Q,8Q "a ]Q 1 zna DO

4 Investment Made Brahmani River Pellets Limited - . 14,096.83 - 14,096.83 JTPM Atsali Limited 1 00 - - . 1.00

s Sale of investments Everbest Consultancy Services Private Limited - . - - . . 777.41 - 777.41

I J 1,,;ru Adv1cnn.1 Serviri:>c Priva.t.o Limited - - . . . - . <; 44A '" - <; 44A '" 6 Interest Income

Gooal Traders Private Limited . - - 1S2.03 122.24 152.03 122.24 JSW Investments Private Limited - . . . 1,515.65 - l.SlS.6S Reynold Traders Private Limited . . . . 537 .SO 166.40 S37. SO 166 40 Realcom Reality Private Limited . . . - - 38.9S 27.50 38 9S 27 so Brahman1 River Pellets Limited . - 319 48 . - 319,48 -iclM ..... ,.,iet"ire Jnfrac:::tru.dure PrjvatP Limited 408.66 ? 1'<?0 .13 . - - . 408 .6" 2 629 .13

7 Pledae fees Rec.eived JSW I nvestments Private Limited . - . . - 125 92 12S 92 Adarsh Advisory Services Private Limited - . . - 478.99 41.03 478.99 41 03 JSW Group Welfare Trust . - . . . 33.56 10 36 33 S6 10 36 Maonificient Advisory Services Private Limited - - - . . - 124 so 17 2S 124 so 17 25 Realcom Reality Private Limited . . - . - 16.89 - 16 89 Reynold Traders Private Limited - . - 88.19 . 88 19 Sarvodava Advisory Services Private Limited . . - . 619 . 6 19 SJO Advisory Services Private Limited . . - - 225 .14 13 .79 225 14 13.79 South West Mininq Limited . - - - - 21.68 . 21 68 -Unity Advisory Services Private Limited . - . . . - 24 ,51 1,89 24 Sl 1.89 ,,; ,,,,.mr;:r, Pr,..,,....o..+i.oe PrivatP LirnitPd . - . - Zl.4'i 2 .67 " 4<; J fi7

8 Rent/ Lease rent paid JSW Realty & Infrastructure Private Limited S9 .60 63 .89 S9.60 63 .89

JSW '°'""' LimitPd . . - . - 71 75 64 75 71 .75 64 75

9 Interest/premium paid/payable JSW Cement Limited . . . S6.S6 227 ,67 S6 .56 227.67

JSW Proiects Limited - - . . . 2.5S2.68 2.SS 2.68 2,5S2.68 2.SS2,68

JSW HoldinQs Limited . - - . . 1,303 32 81 29 1.303.32 81.29 Amba River Coke Limited . - . . 116.00 . 116.00 o-r~n Um""" . . - - 1fiQ_31 17'.7' '~a> 1n.2•

10 Reimbursement of expenses incurred on our behalf Sahvoq Holdinos Pnvate Limited - - - - . 1 18 . 1 18

JSW Investments Private Limited - . - - 0 40 2 00 0.40 2.00

JSW Holdinos Limited . - . . - - 3.22 3 22

JSW Steel Limited - . . - . 7S 11 61.SS 7S 11 61.SS Amb;:i R iv~r r,...~,.., ;....,iti::ar! - . - . - . 0.14 . 0. 14

11 Managerial remuneration Mr. Anunav Kumar - Whole-time Director . . . 30.01 . - 30.01 Mr c:,,...,,,,., C,unt.=i Com nanv C.orr.ot::ar'\1 . - - "' ? 4 12.75 - - "J4 1 ;> ' "

12 Sittinq fees paid to directors Mr. Anunav Kumar - Whole-time Director . . 0,40 . - 0.40

Or. R::ilthi Jain . . - n « 0 'iO . - n « n <n

13 Pledae fees Paid Sahvoo Holdinqs Private Limited . - - . 2S7.40 636.61 2S7.40 636.61

JSW Investments Private Limited . . - . . - . 838.8S - 838.8S

Vividh Finvest Private Limited . . .

k~ ~ - 402 97 212.48 402.97 212.48

JSW Holdinos Limited - . . - 569 15 783.03 569 lS 783.03

lndu~lobe Multiventures Private Limited . . . 175.S3 - 375_5, .

-Y~J I l:° MUM BAJ ~ t 0 137533W O

~._ ~ ~~#,

--110

JSW Techno Projects Management Limited Notes to the financial statements for the year ended March 31, 2018

.... ,. .... . ~ a ....... _ .. _ a .e '9;t ..,. ,,_.., ":tl. 2n1A 'in Lakhs Nature of relatlonsblp

Subsidiary Company A.uodate Others Total Sr. No. Particulars

Asat Mat Asat As at As at Asat As at Asat As at As at Asat As at March 31, 2018 March 31, 2017 April 1, 2016 March 31, 2018 March 31, 2017 Aprll 1, 2016 March 31, 2018 March 31, 2017 April 1, 2016 March 31, 2018 March 31, 2017 Aprll 1, 2016

1 Payable for Caoital Proiects JSW Steel Limited - . - 86. S7 107 30 20. 11 86.S7 107.30 20 11 JSW Steel Coated Products Limited - - - 22.46 2S.68 18, S8 22 .46 2S 68 18 58 JSW Cement Li m ited - - . 84 .2S 133.89 18.61 64.2S 133.89 18 61 1C \M c;PV "" ..-f'j,,,l.-l _c:;tr ••.-+11roc- ;....,i+-orl - - . 0 <O 65 .2Q . R." ~< _?o

2 Premium Pavable l~W Prn•a..+..- I imHi:orl - - '~ o < >n n< 2 315 72 %.QS 1n_n<

' '" 7' 3 Advance for Caoital Proiects

i; ... .-1 .,,,1 c .. ,,,.,..I ~ Pn wi=ir I ·mil"j:lrt . - 0,. 20. 18 7. 'i6 , ~?A oo_rn 7. 56 4 Trade llecelv;oble

JSW Steel Li mited - . 41 2.27 339. 3S 412.27 339 35 JSW Prolects Li mited - - - 3.19S.S2 2.879 -70 836. 74 3.195.52 2.879. 70 836. 74 JSW Steel Limited (Dolvi Plant) - . - 0.71 . . 0 71 ' "'"' '"' " '• o.;~»• Um;h>d - - - . ,, on 2'-nn

s Investments in 9010 Non~Convertibte debentures -1C W Om•.,... •m lh>ri - ?n 7(\/' ('\('\ :>n 7nn nn >n '°"on ?n '°" nn >n 7nn_nn on 7nn_nn

6 Loans oiven JSW Looistics Infrast ructure Private Limited 3.S64 .18 3,40S.S2 21.909 39 3.S64, 18 3.40S 52 21.909 39 Brahmani River Pellets Limited - - 39.814.6S . . - - . 39.814. 85 Gooal Traders Private Limited . - 3.32S 00 l.12S.OO 87S 00 3.325.00 1.12S.OO 875 00 JSW I nvestments Private Limited - 1,200 00 1.200 00 Realcom Realitv Private Limited . - . . 1. 7SO.OO 2SO.OO 2SO"OO 1. 7SO.OO 2S0.00 250 00 Rci·• ...... 1..1 T l'".::lr!CI...- Dr; .,-. .. ..., I j..,,;,i.,..,...t - - - . - < nnn nn < nnn nn . < nnn nn c: nnn.nn

7 Loans taken JSW Cement Limited - - . 2.000. 00 2.000.00 2.000. 00 2.000 00 JSW Holdinas Limited - . - 14.SOO 00 12,000,00 - 14,SOO.OO 12.000.00 ..,. ___ n I i""lt'all'I - . . - 1575. 00 1 '7s_nn ' <o< nn 1 <o< nn 1 .,,_no ' <7<,nn

a Interest/Other oavable JSW Cement Limited . - - 33S SS 299.06 335 5S 299 06 JSW Proiects Limited - 62.77 62. 77 62 .73 62 77 62.77 62 73 Descon Limited - - . . . 2S6.99 lOS.86 1S4.94 JSW Holdinos Limited . - . 298.26 . - 298. 26 - . JS W Steel Limited - - - 103 14 . 103.14 . JSW MI c .. ....,,., c"" ... ' ''"e Center Priva.te Limited . . . - . • . 7• 5.7< '7< < O< <_7< 5 7<

9 PledQe fees payable ,JSW Investments Private Limited . . 0.48 - 28.38 0,48 - 28 38 Sahvoo Holdinas Private Limited . 112.29 74.69 36.21 112.29 74.69 36 21 Vividh Finvest Private Limited . 211.17 30.49 13 74 211 17 30 49 13 74 I ndusglobe Multivent ures Private Li m ited 200.9S - 200 9S -Danta Enterorises Priva te Lim ited 74.9S 74,9S 74. 9S 74.9S l~W Holrli n '"'"' ·ma . .,,_,.. - . •n_5q 704 .4 1 21.70 -=.n_i::,Q /04 41 7'.7n

10 Interest/PledQe fees/Other Receivable Gooal Traders Private Limited - 136.83 110.02 4S. 63 136.83 110.02 4S.63 JSW Investments Private Limited - 22.64 477 73 22.64 477 73 Realcom Reality Private Limited . . . - S3 30 24.7S 12 24 S3 30 24,7S 12 24 SJD Advisorv Services Private Limited . . . - 121 90 . 14 48 121 90 14 48 Maonificient Advisorv Services Private Limited - . - 64.63 16.29 64. 63 16.29 Adarsh Advisorv Services Private Limited . . - 2S7.12 43.07 - 2S7. 12 43. 07 Vinamra Prooerties Private Limited - - - 12. 77 2.81 - 12 77 2 81

JSW Grouo Welfare Trust - . 36.2S - 36 2S -South West Minina Limited - . . - 23.42 . 23 42 . . Sarvodava Advisorv Services Private Limited - . . 6.SO . 6. SO Unity Advisorv Services Private Limited . . . 1 98 1.98 JSW Enerqv ( Benqal ) um;ted . - 25.87 2S.87 2S.87 25.87 25.87 25 87 JSW Realtv & Infrast ructure Private Limited . . . . 2, 8S 3.18 3 68 2.8S 3,16 3 68 R:Avnnltf T-"'~- a...; .... . ~ ._.._,...,. - - . . <•o • o 149.76 - S38. 38 149.76

11 Finance lease l'"ece.ivabfes l<::W r .. --r 1 ;-a·--' - . - - - 174•0 •4 , hQR. 04 11 4"''""J C. •7_cno_o4

12 I nvest.m.ent Made lSW Investments Priva te Limited . 1. 73.2SO. OO l,73.2SO 00

lSW Looistics Infrastructure Private Lim ited 20.904.29 20.904 .29 20.904.29 - . 20.904. 29 20.904.29 20.904.29 JTPM Atsali Limited 1.00 . - 1.00 . J SW Proiects Limited . . . . . 4.344 33 4.344 33

JSW Aluminium Limited 786.lS - . - 786 lS

Brahmani River Pellets Lim ited - 14,096.83 . . 14.096.83 . I i~W C•oo l I •m ;t <!d - - - < "'" •QS.60 4,, <o-. T> ~n•"-.SS i::'"' ... ,,. ....... tl'" ... 4 "J • ~""'"J,."1', •• ft« o r

1111mbiPr nt char,,.c ____ ..,.. ~- -

A - "•-ft-• Of •ft~••~ nl -~ - ---1 Collaterals orovided on our behalf PledQe of shares of JSW Steel Limited /o~'?c .... ~s~i\ JSW I nvestmen ts Private Limited - 90.10.000 90.10.000

Sahvoo Holdinas Private Limited . -

~ 1.19.07.000 2. 72.0S.OOO 34.61.SOO 1.19.07.000 2, 72.0S.OOO 34.61.500

JSW Holdinas Limited . - .l:' MU el 3,84. 74,000 4,66.00.000 1.31,13.000 3.64, 74.000 4.66.00.000 1.31.13.000

Vividh Finvest Private Limited . 2.66.91.000 3.S0.90.000 20,40.000 2.66.91.000 3.50.90.000 20.40.000

PledQe of shares of JSW EnerQv Limited 0 _l 3i 0 JSW I nvestments Private Limited -

\~: /;) 7.89.04,000 9.63.46.000 9 .S3.2 1.000 7,89.04.000 9.63,46,000 9.53.21.000

Sahvoa Hofdinos Private Limited - . - 10,04,99.000 9. 99.23.000 10,04.99.000 9.99.23.000 lndusolobe Multiventures Private Limited . - - Q QO <O nnn - 0 O? ~..., ,.,,..,.. .

~N;<JP_/ -111

Sr. Particulars Year Ended no. 31.03.2017 4 Seoment liabilities

Operation and maintenance services 1,756.61 Investments 2,48,282.06 Jobwork-oxygen and other gases 33,019.53 Un-allocated 5 982.91

Total 2,89,041.11

K. Related party disclosures, as required by Accounting Standard- 18:

1. Ust of related parties

I. Subsidiary companies JSW Logistics Infrastructure Private Limited JSW Aluminum Limited (upto January 20, 2017)

11. Individual/ Association of person exercising control: ~1rs. Sangita Jindal

Year Ended 31.03.2016

1,698.70 2,60,634.95

12,997.27 4 029.41

2,79,360.33

Mr. Sajjan Jindal & ~1rs. Sangita Jindal as Trustee of M/s. Sajjan Jindal Family Trust (from January 7, 2017)

Iii. Other related parties with whom the company has entered Into transactions during the year:

iv.

JSW Investments Private Limited JSW Projects Limited JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited JSW Holdings Limited Jindal Saw Limited Jindal Steel and Power Limited JSW SeverF!eld Structures Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Holdings Private Limited (formerly Sahyog Tradcorp Private Limited) Vividh Finvest Private Limited (formerly Vividh Consultancy and Advisory Services Private Limited) Gopal Traders Private Limited Realcom Reality Private Limited Descon Limited Amba River Coke Limited Adarsh Advisory Services Private Limited Everbest Consultancy Services Private Limited JSW Group Welfare Trust JSW Paints Private Limited Magnificient Advisory Services Private limited Sarvodaya Advisory Services Private Limited SJD Advisory Services Private Limited Unity Advisory Services Private Limited Vinamra Properties Private Limited DBJ Advisory Services Private Limited

Key Managerial Personnel Mr. Anunay Kumar Mr. Praveen Goyal

,,~~,,.,., .•. -,,.,,,_:M;:r. Sanjay Gupta

Whole-time Director Chief Financial Officer Company Secretary

112

2. Related party transactions:

Particulars of transactions

Purchases of shares of JSW Aluminium Limited JSW Projects Limited

Investments made JSW Aluminium limited

Application money received JSW Projects Limited Sajjan Jindal family trust Allotment of zero coupon preference shares JSW Projects Limited

flnlakhs Year Ended Year Ended 31.03.2017 31.03.2016

- 500.00

- 25.00

13,500.00 15,700.00 500.00 -

13,500.00 18,450.00 - 3 250.00 _____ South West ~lining Limited ------------,---~----f-----------=+----""~"""'-1

Allotment of Compulsory Convertible Preference Shares Saiian Jindal family trust Loan taken JSW Holdings Limited Loan given Gopal Traders Private Limited JSW Investments Private Limited Reynold Traders Private Limited Realcom Reality Private Limited loan given received back JSW Logistics Infrastructure Private Limited Reynold Traders Private Limited Realcom Reality Private Limited JSW Investments Private Limited Sale of Flat JSW Logistics Infrastructure Private Limited Jobwork~oxygen and other gases JSW Steel Limited Sale of investments Everbest Consultancy Services Private Limited Unity Advisory Services Private Limited Consultancy fees received JSW Projects Limited JSW Steel Limited JSW Paints Private Limited Pledge fees received JSW Investments Private Limited Adarsh Advisory Services Private Limited JSW Group Welfare Trust Magnlficient Advisory Services Private Limited Sarvodaya Advisory Services Private Limited SJD Advisory Services Private Limited Unity Advisory Services Private Limited Vinamra Properties Private Limited Dividend received JSW Steel Limited Interest on Loan given/Investment in debenture Gopal Traders Private Limited JSW Investments Private Limited Reynold Traders Private Limited Realcom Reality Private Limited Reimbursement of expenses Sahyog Holdings Private Limited JSW Investments Private Limited Vividh Finvest Private Limited JSW Holdings Limited JSW Steel Limited

"GUPTA Amba River Coke Limited

-

500.00 -

12 000.00 -

250.00 875.00 - 6,950.00

5,000.00 4,100.00 - 6 080.00

21,133.00 22,925.00 - 4,100.00 - 5,830.00

1 200.00 5 750.00

- 1 550.00

3 802.88 -

777.41 -5 448.36 -

8,606.27 9.022.07 1,950.00 1,920.00

20.00

125.92 14.63 41.03 -10.36 -17.25 -

6.19 -13.79 -

1.89 -2.67 -

374.44 381.62

122.24 50.69 1,515.65 3,285.83

166.40 28.34 27.50 25.81

1.18 2.45 2.00 2.68

- 2.61 3.22 2.99

61.55 25.47 0.14 -

113


Interest I premium expenses JSW Cement Limited JSW Limited JSW Limited

n JSW Investments Private limited Sahyog Holdings Private Limited Vividh Finvest Private Limited JSW Limited

JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited Jindal Saw Limited Jindal Steel & Power Limited

Severfield Structures Limited

res JSW Investments Private Limited Reynold Traders Private Limited

3. Closing balances:

Particulars

Loans taken JSW Cement Limited JSW Holdings Limited Descon Limited go;o Non~convertible Debentures JSW Proiects Limited Investments made JSW Investments Private Limited JSW Logistics Infrastructure Private Limited JSW Projects Limited JSW Aluminium Limited JSW Steel Limited Trade receivables JSW Steel Limited JSW Projects Limited JSW Steel Limited (Dolvi Plant) JSW Paints Private Limited Interest payable JSW Cement Limited JSW Projects Limited JSW Holdings Limited Premium Payable 1<:v Projects Limited

,::~ycUPTA~'~ !c~;

( !,, ':!)

227.67 240.00 2,552.69 2,554.57

81.29

862.80 625.01 211.29 474.58

875.17 408.76 100.81 42.08

4.03 477.42 234.94

10.75 60.29 79.91

~in lakhs As at As at

31.03.2017 31.03.2016

2,000.00 2,000.00 12,000.00 -

1 575.00 1 575.00

20 700.00 20 700.00

- 1,38,600.00 5,001.00 5,001.00

- 3,000.24 - 1,747.00

49 002.11 49 002.11

412.27 339.35 2879.70 836.74

- 0.71 21.00 -

335.55 299.06 62.77 62.73 73.16 -

30.05 2 315.72

114

Interest /Pledge fee receivable Gopal Traders Private Limited JSW Investments Private Limited Realcom Reality Private Limited Adarsh Advisory Services Private Limited Nagnificient Advisory Servlces Private Limited Sarvodaya Advisory Services Private Limited SJD Advisory Services Private limited Unity Advisory Services Private Limited Vinamra Properties Private limited Descon Limited Pledge fees payable JSW Investments Private Limited Sahyog Holdings Private Limited Vivldh Finvest Private Limited JSW Holdinqs Limited Payable for capital projects JSW Steel Limited JSW Steel Coated Products Limited JSW Cement Limited JSW Severfield Structures _Limited Loan given JSW logistics Infrastructure Private Limited Gopal Traders Private Limited JSW Investments Private Limited Realcom Reality Private Limited Reynold Traders Private Limited Advances for Capital Projects Jindal Steel & Power Limited Coilaterals provided on our behalf Pledge of shares of JSW Steel Limited JSW Investments Private Limited Sahyog Holdings Private Limited JSW Holdings Limited Vividh Flnvest Private Limited Pledge of shares of JSW Energy Limited JSW Investments Private limited Sahvoa Holdlnas Private Limited

L. Remuneration to the auditors:

Particulars

Statutory audit fees

Tax audit fees

M. C.I.F value of imports

Particulars

Capital goods

N. Expenditure incurred in foreign currency

Particulars

Interest and Finance charges

Su ervision and Technical Fees

Total

Total

Total

110.02 39.15 24.75 43.08 16.29 6.50

14.48 1.98 2.81

105.87

-74.69 30.49

204.43

107.30 25.68

133.88 8.52

4,922.00 1,125.00

-250.00

5 000.00

20.18 No. of Shares

-2,72,05/000 4,66,00,000 350,90,000

9,63,46,000 10 04 99 000


5.00

0.75 S.75


10 982.14

10982.14


159.36

447.99

607.35

45.63 477.73

12.24 ----

--

154.94

28.38 36.21 13.74

-.. ~~~-- 23.70_

20.11 18.58 18.61 65.29

26,055.00 875.00

1,200.00 250.00

-

7.56 No. of Shares

.

90,10,000 34,61,500

1,31,13,000 20,40,000

9,53,21,000 9 99 23 000

~in lakhs Year Ended 31.03.2016

4.50

0.50 5.00

tin lakhs Year Ended 31.03.2016

9 704.37

9 704.37

~in lakhs Year Ended 31.03.2016

7.74

7.74

115

I. Related party disclosures, as required by accounting standard - 18 :

1. List of related parties

i. Subsidiary company JSW Logistics Infrastructure Private Limited JSW Aluminum Limited

ii. Individual exercising control: Mrs. Sangita Jindal

iii. Other related parties with whom the company has entered into transactions during the year: JSW Investments Private Limited JSW Energy Investments Private Limited JSW Projects Limited JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited JSW Holdings Limited Dolvi Coke Projects Limited Jindal Saw Limited Jindal Steel & Power Limited JSW Severfield Structures Limited Sun Investments Private Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Holdings Private Limited (formerly Sahyog Tradcorp Private Limited) Vividh Finvest Private Limited (formerly Vividh Consultancy and Advisory Services Private Limited) JSL Limited Gopal Traders Private Limited Realcom Reality Private Limited

iv. Key Managerial Personnel Mr. Anunay Kumar Whole-time Director (& CFO upto May 14, 2015) Mr. Praveen Goyal Chief Financial Officer (from May 14, 2015) Mr. Sanjay Gupta Company Secretary

2. Related party Transactions:


Purchases of shares Purchases of shares of Dolvi Coke Projects Limited JSW Projects Limited Purchases of shares of JSW Projects Limited JSW Logistics Infrastructure Private Limited Purchases of shares of JSW Aluminium Limited JSW Logistics Infrastructure Private Limited JSW Pro 'ects Limited Investments made JSW Logistics Infrastructure Private Limited Dolvi Coke Pro'ects Limited


5 00,00 000

Amount in~ Year Ended 31.03.2015

20,000

20,000

2,00,000

116


JSW Projects Limited JSW Aluminium Limited Application money received for zero coupon preference shares JSW Projects Limited South West Mininq Limited Allotment of zero coupon preference shares JSW Projects Limited South West Mininq Limited Loan given JSW Logistics Infrastructure Private Limited Gopal Traders Private Limited JSW Investments Private Limited Reynold Traders Private Limited Realcom Reality Private Limited Loan given received back JSW Logistics Infrastructure Private Limited Gopal Traders Private Limited Reynold Traders Private Limited Realcom Reality Private Limited Sale of Flat JSW Logistics Infrastructure Private Limited Sale of investments Dolvi Coke Projects Limited Consultancy fees received JSW Projects Limited JSW Steel Limited JSW Cement Limited Pledge fees received JSW Investments Private Limited Dividend received · JSW Steel Limited Advance received JSW Projects Limited Interest on Loan given/investment in debenture Gopal Traders Private Limited JSW Investments Private Limited Reynold Traders Private Limited Realcom Reality Private Limited Reimbursement of expenses Sahyog Tradecorp Private Limited JSW Investments Private Limited Vividh Finvest Private Limited JSW Holdings Limited JSW Steel Limited Interest 1 premium expenses JSW Cement Limited JSW Projects Limited JSW Investments Private Limited Pledge fees given JSW Investments Private Limited Sahyog Tradecorp Private Limited Vividh Finvest Private Limited JSW Holdinqs Limited


25,00,000

1,57,00 ,00,000 -

1,84,50,00,000 32 50 00 000

-8,75,00,000 69,50,00,00 41,00,00,00 60 80 00 00

2,29,25,00,000 57,50,00,000 41,00,00,000 58,30,00 000

15,50,00 000

-

90,22,07,257 19,20,00,000

-

14 63,019

3,81 62 333

-

50,69,467 32,85,82,923

28,34,153 25 81 394

2,45,338 2,67,829 2,61,239 2,99,996

25 46 530

2,40,00,000 25,54,57,462

-

Year Ended 31.03.2015 30,00,00,000 12,20,00,000

27,50,00,000 32 50 00 000

--

7,18,81,349 ----

5,93,19,125 ---

-

2 00 20 000

79,41,90,781 21,33,00,000

25 00 000

-

-

90,94 00,978

-27,72,00,000

--

---

1,30,060 -

2,70,00,000 25,52,68,508

19 726

117

Particulars of transactions Year Ended Year Ended 31.03.2016 31.03.2015

Purchase of goods JSW Steel Limited 408,76,312 -JSW Steel Coated Products Limited 42,08,065 -JSW Bengal Steel Limited 4,03,204 -JSW Cement Limited 234,93,522 -Jindal Saw Limited 10,74,660 -Jindal Steel & Power Limited 79,91,273 -JSW Severfield Structures Limited 339 91 122 -Lease rental paid (inclusive of service tax) JSW Steel Limited 64,46 394 -Salary paid to key managerial personnel Mr. Anunay Kumar- Whole-time Director 49,00,680 44,87,400 Mr. Saniav Guj)ta - Companv Secretarv 10 69 214 9 62 583

3. Closing balances: Amount in~

Particulars As at As at

31.03.2016 31.03.2015 Loans taken JSW Cement Limited 20 00 00 000 20 00 00 000 9% Non-convertible Debentures JSW Projects Limited 207,00,00 000 2 07 00 00 000 Investments made JSW Investments Private Limited 13,86,00,00,000 13,86,00,00,000 JSW Logistics Infrastructure Private Limited 50,01,00,000 50,01,00,000 JSW Projects Limited 30,00,24,000 30,00,24,000 JSW Aluminium Limited 17 47,00,000 12,22,00,000 Trade receivables JSW Steel Limited 3,39,35,472 1,10,23,001 JSW Projects Limited 8,36,73,853 9,14,09,752 JSW Steel Limited (Dolvi Plant) 70,800 70,800 JSW Cement Limited - 28 09 000 Interest payable JSW Cement Limited 2,99,05,617 2,43,00,000 JSW Projects Limited 62 72,728 62,77,299 Premium Payable JSW Projects Limited 23 15 71 887 16 86 91 715 Interest receivable Gopal Traders Private Limited 45,62,520 -JSW Investments Private Limited 4,77,73,486 -Realcom Reality Private Limited 12 23 976 -Pledge fees payable JSW Investments Private Limited 28,37,828 8,43,404 Sahyog Tradecorp Private Limited 36,20,791 26,08,567 Vividh Finvest Private Limited 13,73,933 -JSW Holdings Limited 23 69,752 -Payable for capital projects JSW Steel Limited 20,10,887 -JSW Steel Coated Products Limited 18,57,525 -JSW Cement Limited 18,60,998 -JSW Severfield Structures Limited 65 29,453 -Loan given JSW Logistics Infrastructure Private Limited 2,60,55,00,0QQc '"~'4:;89_, 0,00,000 Gopal Traders Private Limited 8,75,00~()\' ()tl;:JTA f'~

.->C---<• ''~ -JSW Investments Private Limited 12 00 oW.ooo ·,w :· t -->;\? \ -

H ":"_ \ i'Pi'< "' :,---;,- ;,,\j\f f' :· f 118

JSW Techno Projects Management Limited Notes to the consolidated financial statements for the year ended March 31, 2018

47 Related Party Disclosure 47.a Relationships

1 Associate Brahmani River Pellets Limited

2 Individual/ Association of person exercising control Mrs. Sangita Jindal Mr. Sajjan Jindal & Mrs. Sangita Jindal as Trustee of M/s. Sajjan Jindal Family Trust (from January 7, 2017)

3 Enterprises over which Key Management Personnel and Relatives of such personnel exercise significant influence (Others) JSW Investments Private Limited JSW Projects Limited JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited JSW Holdings Limited Jindal Saw Limited Jindal Steel and Power Limited JSW Severfield Structures Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Holdings Private Limited (formerly Sahyog Tradcorp Private Limited) Vividh Finvest Private Limited (formerly Vividh Consultancy and Advisory Services Private Limited) Gopal Traders Private Limited Realcom Reality Private Limited Descon Limited Amba River Coke Limited Adarsh Advisory Services Private Limited Indusglobe Multiventures Private Limited Everbest Consultancy Services Private Limited JSW Group Welfare Trust JSW Paints Private Limited Magnificient Advisory Services Private Limited Sarvodaya Advisory Services Private Limited SJD Advisory Services Private Limited Unity Advisory Services Private Limited Vinamra Properties Private Limited JSW Realty & Infrastructure Private Limited DBJ Advisory Services Private Limited JSW Aluminum Limited (from January 21, 2017)

4 Key Managerial Personnel Mr. Anunay Kumar Mr. Praveen Goyal Mr. Sanjay Gupta Mr. Alok Mehrotra Mr. Ashok Jain Mr. Sanjeev Doshi Dr. Rakhi Jain 119

JSW Techno Projects Management Limited Notes to the consolidated financial statements for the year ended March 31, 2018

47.b.l., Transa..tfnn" d rinn the u-:::11.r with riPfated narties: tin Lakhs

I Nature of relatfonshlp

.e.ss.odate K..,, manaoement_nusonnel Otl1ers Total Sr.

Particulars No. For the Year For the Year For the Year For the Year For the Year For the Year For the Year For the Vear

March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

1 Sale of Qoods/services/finance lease JSW Steel Limited - - 6,601.56 5.752.88 6.601 56 5. 752 88 .lSW Proiects Limited . - - . 9.060.19 8.606.27 9,060. 19 8,606.27 'South West Minino Limited 443.08 267 5S 443 08 267 5S

1 ,c-w Paints Pdvate Limit&:irl - . - . Jn M . 2n.o.o 2 Dividend Income

1C:W StoeJ Umi'od . - - s S4S.19 <n o_gg s S4S. 19 '02 88 3 Purchase of Material

lSW Steel Limited - - - S30.06 875 17 S30.06 875.17 JSW Steel Coated Products Limited - - . - 100.81 . 100.81 JSW Lifestvle Limited - . 38.50 . 38 so -JSW Benoal Steel Limited - - . - - -JSW Cement Limited - - - - 12S.12 477.42 12s.12 477 .42 ,Jindal Saw Limited - . - - - - . Jindal Steel & Power Limited . - - . 82.2S 60 29 82.2S 60.29 Srahmani River Pellets Limited 292.07 - . - - 292 07 }SW Severfi,.Jd Str .. ch rES Limil:Ed - . - 210.70 one oo 71Q_7q 1 209.89

4 Investment Made JSW Aluminium Limited - . - . 111.00 . 111 .00 Brahmani River Pellets Limited 14 .no~ 07 - . - 14.0%.83

5 Sale of investments Everbest Consultancy Services Private Limited - - . - . 777.41 - 777 41 Unitv _Advisorv SPrvi,..o~ Priv::it-o L imitPd . - - . . <; 44•.36 - c; 440 ")£:

6 Interest Income Gooal Traders Private Limited - - - - 152.03 122.24 1S2 03 122 24 JSW Investments Private Limited - . . - 1.S15 65 - 1.515.65 Revnold Traders Private Limited - . . - S37.SO 166.40 S37.50 166 40 Realcom Reality Private Limited - . - - 38.95 27. 50 38 95 27.SO Brahman; River Pellets Limited <1Q.4R . . . - - 319-48

7 PledQe fees Received JSW Investments Private Limited . - . - 125.92 125.92 Adarsh Advisorv Services Private Limited - - . - 478.99 41.03 478.99 41.03 jSW Grouo Welfare Trust - - - 33.S6 10 36 33 S6 10 36 Maonificient Advisorv Services Private Limited - . - 124.50 17.25 124.SO 17 25 Realcom Reality Priva te Limited - - - 16.89 - 16.89 . Reynold Traders Private Limited - - . - 88 .19 - 88. 19 . Sarvodava Advisorv Services Private Limited - - . . 6.19 . 6 19 SJD Advisorv Services Private Limited - - - - 225.14 13.79 225.14 13.79 South West Minino Limited - . 21.68 21.68 . Unitv Advisorv Services Private Limited . . . - 24.51 1.89 24.51 1 89 Vin::ilT'lr::ii Prnni::r.rtji::r.c: Priv.ate Limi+-.-..-1 - - - "' 4" 2 .~7 )1 4, 2 .67

s Rent/lease rent paid JSW Realty & Infrastructure Private Limited 59.60 63.89 59.60 63 89

South West Minino Limited 0.48 0 55 0.48 0 SS 1c::.w c:;teel Umited - . - - 71.75 64_7<; 71 .75 64.7S

9 Interest/premium paid/payable JSW Cement Limited - - - - S6.S6 227. 67 56 S6 227 67

I JSW Proiects Limited - - - - 2.SS2.86 2.552.68 2.5S2 86 2.S52 68

JSW Holdinos Limited . . - . 1.303.32 81.29 1.303.32 81.29

f\:':"\ba River Coke Limited - - . 116.00 116 00

""'·~ ··~·-" - - - •CO 7' .17<.2'> J:::o_1 1 173 7<;

10 Reimbursement of exoenses incurred on our behalf Sahvoo Holdinos Private Limited . - - 1.18 - 118

JSW Investments Private Limited . - - . 0.40 2.00 0 40 2 00

JSW Holdlnos Limited . - - - 3.22 - 3 22

.JSW Steel Limited . - . 75.11 61.S5 7S 11 61 ,55 Am'bA Chia.- rni..a I imit.ed . . . . 0. 14 . 0 14

11 Manaqerial remuneration Mr Anunav Kumar - Whole-time Director . - . 30.01 - . 30 01 Mr. c:;.::.n ·av r::_, ........ ,., - rnmn.=inv S?rr0 +-"'""'' . - 1 c; _J4 1 J 7 • - . l ' .74 12.75

12 SlttinQ fees paid to directors Mr. Anunav Kumar - Whole-time Director 0.40 - . - 0 40 -

I nr R>khi l>in (Sittina fee<) - - no< n. 70 . . n.s5 n.7n

13 Pledqe fees Paid . ,;;~~:: :~. """"''""'· ~ . Sahvoo Holdinos Private Limited f "' .- .s --ls_," ~ - 257.40 636.61 257 40 636 61

JSW Investments Private Limited - ·. /' ---=:- . 838.8S - 838 8S

\/Hdh Finvest Private Limited - ~--,'\~\ 402 97 212 48 402.97 212.48

I JSW Holdinos Limited ·> . " - S69.15 783.03 S69.1S 783 .03

lndusalobe Multiventures Private Limited - '"":. - - '7'53 . l755"l . 14 Loans taken from

I 1c:w Holdinos Umi+-.-v-1 2 c:oo.oo 1J ,..,..,.. n.n. 7 <nn nn 12.000.00 ~ 120

JSW Techno Projects Management Limited Notes to t he consoUdated financia l sblteme:nts for tne vear ended March 31 2018

15 Loans Given To - -Gooal Traders Private Limited - - . - 2.200.00 250 .00 2. 200.00 250. 00 J5W Investments Private Limited - - - - - -Revnold Traders Private Limited - - - - - 5.000.00 - 5.000.00

- G,caJmrri R. eali tv P.riva tQ ;..,..;i ...... ~ - - - - l <nn nn 1 .. 5no.oo -16 Loan given received back

JSW Looistics Infrastructure Private Limited . . - - - - . Brahmani River Pellets Limited 2.206.54 - - - - 2.206.54 . Reynold Traders Private Limited - - . - -Realcom Reality Private Limited - . . - - . ic;w TnvPc:.tme.nts Private Lir:nitPr1 - . - - 1 ?nn.nn . 1 200.00

17 'Transfer of debentures of JSW Investments Private limited by way of a gift DBJ Advisory Services Private Limited (No. of shares- . . - 1,73,250.00 - 1,73,250 00 '>R~nn\

18 Eauitv shares or JSW Steel Limited received bv wav or c:ilrt JSW Investments Private Limited (No. of shares- I - - - - - 2, 11,947.67 . 2,11,947 67 Reynold Traders Private Limited (No . of shares- - - - - 28,418 .22 . 28,418 22 Sanoita Jindal (No. of shares- 26,116,690) - - - - . 42.334.01 - 42,334 .01

19 Application money received J5W Projects Limited . - . . 1,200.00 13,500.00 1,200.00 13, 500 .00 SoJJan Jindal family trust - . .. - . 500.00 500.00

20 Allotment of zero coupon preference shares JSW Projects Lim ited - - . - 591.67 6, 715.14 591.67 6, 715 14 South IA/oe" Mioinn Limited . - .

21 Sale of Eaultv share of JSW Aluminium Limited Everbest Consultancy Services Private Limited - 6,724.43 6.724.43 .

Sale of Equity share of JSW Proiect Limited Unity Advisory Services Private Limited - 5.720.04 5.720 04 -Sales of Eauitv shares of JSW Cement Limited , •rlai:sh A.dvisorv Service< Priv0•~ 1 ·m;•~d 8 ~RR . °' 8.688.25 .

22 'Allotment or Compulsory Convertible Preference I shares lsa;;;m Jjndal familv truc;:t . - . . 5 00.0Q . onn no

Compensation to Key Management Personnel '° in Lakhs

Nature of Transaction For the Year For the Year March 31, 2018 March 31, 2017

Short-Term employee benefits 15.24 42 .76

Post-employment benefits - . Other long-term benefits . . Termination benefits - .

I <:::h:.:ire-.b.ased oavment -Total comoensatlon to kev manaaement oersonnel lS.24 42.76 As the future liabilities for gratuity Is provided on acturial basis for the group as a whole, the amount pertaining to individual is not ascertainable and therefore not included above.

Terms and conditions Sales: rh~ sales to related parties are in t he ordinary course of business . Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties, For the year ended March 31, 2018, the group kas not recorded any loss allowances of trade receivable from related party.

Purchases: The ourchases from related parties are in the ordinary course of business. Purchase transactions are based on normal commercial terms and conditions and market rates.

121

JSW Techno Projects Management Limited Nc..: ~c.s to the consolidated financial statements for the year ended March 31, 2018

47.b .2.. Balance as a• iu---1. '=I, ,,.,, .. 0 f In Lakhs Natura affelatlonshlp

Sr. Associate Key managemen.t person.nel otners Total Particulars

No. As at As at As at As at As at As at As at As at As at As at As at As at March 31, 2018 March 31, 2017 Apr111,2016 March 31, 2018 March 31, 2017 Aprll 1, 2016 March 31, 2018 March 31, 2017 April 1, 2016 March 31, 2018 March 31, 2017 April 1, 2016

1 Pavable for Caoital Proiects JSW Steel Limited - - 86.57 107 30 20 11 86 57 107 J O 20 11 JSW Steel Coated Products Limited - - - 22.46 25 68 18 S8 22.46 25 68 16-58 JSW Cement Limited - - - 84.25 133.89 18 ,61 84.2S 13 3 .89 18 6 1

IJSW c.,.varfioll"i ''T· ...... ··--c: 1 ,_, .. _...1 - - - - - 00 65.29 - "' '° '" 2 Premium Pnvable ~n nc; I I JSW Pr,..,icrt-c Lim ltP_.d - - - - - >< O< >n n< ., ~p:;: 72 ~,c.:; . cp::; ,,,.,, 3 Advance for Capital Projects

Jinrl~ J c+ ..... 1 ,& Pn lo\• ""r Um it2..d. - - - J ,. 70. lR 7 56 ,_78 '"· ·~ ' <• I 4 Tri'de Receivable

JSW Steel Limited - - - 412 27 339 3S - 4 12 2 7 ;39 35 JSW Protects Limited - - - - - 3.19S.52 2 .879 70 836 74 3 .19S S2 2 .8 79 .70 836 74 South West Minina Limited 4S9.44 202. 16 1S7.98 4S9,44 202 16 1S7 9 8 JSW Steel Limited (Dolvi Plant) - - - - - - 0.71 - 0 71

I 1c:;w P;:1intc; Privato : .... ;ti::irl - - . - - - /1 . 00 7!_. nn

5 Investments in 9°/o Non-Convertible debentures I ic:-1u p,.. ... .;,..,,...~ .... 1 Lrnitod - "Jn ....,...,,.._nn 1n 1nn_nn ?n 7nn nn ' n 7nn nn Jn 7nn.nn 'n 7nn . nn

6 Loans qiven Brahmani River Pellets Limited 39.814.8S - - - - 39.814 85 Gooal Traders Private Limited - - - - 3.32S 00 1.12s 00 87S. OO 3.32S 00 1. 12S 00 S7S 00 JSW Investments Private Limited - - - - 1.200 00 - . l 200 00 Realcom Realitv Private Limited - - - 1.750.00 2SO.OO 2SO. OO 1. 750. 00 2SO 00 2SO 00

~ Co"noJrl T--..1-rc o-: •. _ .. _ :-jtgrl - - - - - - i:;; ,.,.._ ,,,, 1:: nnn_nn - .; Monn <Mn nn

7 Loans taken JSW Cement Limited - - - - 2.000. 00 2.000 00 - 2.000 00 2 000 00 JSW Holdinas Limited - - - 14.SOO. OO 12.000. 00 14.500 00 12 000 00 n .,_,...,.._:n L m1n;d - - - - ' <7< nn 1 c;;71:: nn , <7< nn , i::--,c:- _nn 1 ~75. 00 1 57 i:;; 00

8 Interest oavable .J SW Cement Limited - - . - 33S SS 299 06 335 SS 299 05 JSW Prolects Limited - - - 62. 77 62 77 62. 73 62. 77 6 2 77 6 2 73 Descon Limited 2S6.99 105 86 1S4 94 2S6 99 I OS 86 154 94 JSW Holdinas Limited 298. 26 298. 26 JSW Steel Limited 103. 14 103 14 .lS.W MI c;:.,.,,,,,,l ~ ·- 1- - ,.. __ .. _r Privat"' 1 imi1-~r1 - - -· SJ S s. 75 5_ 7 i:;; s" S. 7< 5 75

9 Pledne rees 11avable JSW Investments Private Limited - 0.48 28 38 0 48 ~ € 3S Sahvoa Holdinas Private Limited - 112. 29 74 69 36 21 112 29 74 69 36 21 Vividh Finvest Private Limited 211. 17 30.49 13.74 21 1. 17 30 49 13 74 Indusglobe Multiventures Private Limited 200 95 200 9S Danta Enterorises Pvt. Ltd 74 9S 74 9S 74.9S 74.95

, 1C:.W .J-1..tjnnc; I imjt~ - 1.0:/\.~Q '?Q4 4~ " .70 • <n <O ?04 4~ , , 7n

10 Interest and Pledae fees Rcc.eivable Gooal Traders Private Limited - . - 136. 83 110.02 4S. 63 136 83 110 02 45 63 JSW Investments Private Limited - - - - - 22.64 477. 73 22 64 477 73

Realcom Realitv Private Limited - - - . 53. 30 24.?S 12.24 53 30 24 75 12 24

SJD Advisorv Services Private Limited - - 121.90 - 14.48 121 90 ill 4 $

Maqnif1c1ent Merchandise & Advisorv - - 64 63 16.29 64 63 16 29

Adarsh Advisorv Services Pvt Ltd . - - 257. 12 43.07 - 257. 12 43_07

Vinamra Prooerties Pvt. Ltd - - 12.77 2.81 12 77 2 8 1 -JSW Grouo Welfare Trust - - - - - 36.25 - 36 25

South West Minina Limited 23.42 23.42

Sarvodava Advisorv Services Private Limited - 6.50 - 6 so Unity Advisorv Services Private Limited 1 98 1 98

JSW Enerav ( Benoal ) Limited 25.87 2S. 87 25. 87 2S. 87 25. 87 ?5 8 7

JSW Realtv & Infrastructure Private Limited 2.85 3 18 3 68 2 85 ) 18 J 6S R~•nnld Tr,ulP r< Pvt Ltd - - - - - - no . lR 14Q 7h - <•• , 14Q 7 F.

11 Finance lease receivables "7 4..: ... ,.:;;4 lC:W c+.,,.,,.J_ ;....,.itPrl - - - 17 .:no Q4 - 1 74~J . h4 1 7 .<:O R n4

12 lnV"estmcnt Made ) SW Investments Private Limited - - . . - 1.73.2S0.00 - - 1.73 .2SO 00

JSW Proiects Limited - - - . - 8.90S 24 s 90 5 24

JSW Cement Limited 7 . 17725

JSW Aluminium Limited - - - 50S.28 SOS .28 - 50S. 28 505 28

Bra hmani River Pellets Limited 14.096.83 - - - . - 14.096.83 -?r c~erence share of JSW Steel Limited 30.472. 82 27.S94.83 23.701.08

1-, i:;;w ~•lll ... l t •m lt ll'lrl - - - ~ ' " ... "' 4 "1 ~?407 G iC. n~ °l 4.Q , •n 1C:'t c;:, 4 LC ... ~41! n' . ,,. 11..t '!. i..1 Q

I ,COiiaterals provided on our behalf N mh,.r n1 -'"'---- N mber 0' _._ ___ .... Numbtro r nr - ... -,..~ ... : Pledae of shares of JSW Steel limited JSW Investments Private Limited - - - - - - 90.10 .000 90 . LO 000

sahvoa Holdinas Private Limited . : -l IV -

· · · ·~ 1.19.07 .000 2. 72.0S .OOO 34.61 ,SOO 1.19.07.000 2 72 .0S .000 34 .6 1 500

J SW Holdinas Limited - - I ~· ~ - 3.84.74.000 4.66.00.000 1.31.13.000 3.84.74.000 4 66 .00 .000 1, )1 l l 000

V.£vidh Finvest Private Limited - - : ~

"' . 2.66.91.000 3.50.90.000 20.40,000 2.66.91.000 3.S0.90 000 20 ,40 000

Pledqe of shares of JSW EnerQv Limited .

J SW Investments Private Limited '- I • LI I - ' . 7.89.04.000 9.63.46.000 9.53.21.000 7 .89.04.000 9.63 46,000 9. 53 .21.000

5ahvoo Holdinos Private Limited ... ; -. .. l -- - - 10,04.99.000 9.99.23,000 10.04.99.000 9. 99.2 3. 000 . !odusolobe Multlv~l:llres Prtvate Umltl!d . - -~-~ 1 ·~ - - Q Q"> 1::7 ,...,.,,., - - Q Q? i:;; 7 onn - -

~, 122

Sr. Particulars Year Ended Year Ended no. 31.03.2017 31.03.2016 3 Searnent assets -

Operation and maintenance services 5727.68 5,038.75 Investments 83,668.39 2,32,530.37 Jobworl<-oxygen and other gases 46,499.63 30,689.25 Un-allocated 375.85 458.50

Total 1 36 271.55 2,68 716.87 4 Seament liabilities

-"~"-""" """ ·---------_______ " ____

Operation and maintenance services 1963.46 1,690.40 Investments 2,75,358.07 2,84,795.16 Jobwork-oxygen and other gases 33,019.53 13,153.87 Un-allocated 5 986.00 3 896.35 -

Total 3,16,327.06 3,03,535.78

K. Disclosure as, per Regulation 53(f) read along with Schedule V of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015, applicable to the holding company I.e. JSW Techno Projects !·1anagement Limited

Sr. No. Particulars ~In lakhs loans and Advance in the nature of Loan to :-

i) Subsidiaries -II) Associates -iii) Firms/ Companies where Directors are interested -

iv) Where there is no repayment schedule 1 repayment beyond 7 years I no -

interest 1 Interest rate below as required under Section 372A of the Companies Act, 1956 (now Section 186 of the Companies Act, 2013)

L. Related party disclosures, as required by Accounting Standard • 18 :


1. Individual/ Association of person exercising control: Mrs. Sangita Jindal Mr. Sajjan Jindal & Mrs. Sangita Jindal as Trustee of Mls. Sajjan Jindal Family Trust (from January 7, 2017)

ii. Other related parties with whom the Company has entered Into transactions during the year:

JSW Investments Private Limited JSW Projects Limited JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited JSW Holdings Limited Jindal Saw Limited Jindal Steel and Power Limited JSW Severfield Structures Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Holdings Private Limited (formerly Sahyog Tradcorp Private Limited) Vivldh Finvest Private Limited (formerly Vividh Consultancy and Advisory Services Private Limited) Gopal Traders Private Limited Realcom Reality Private Limited Descon Limited

-Amba River Coke Limited i <(:_,_,-:T'A"~aJ'S~A"~vlsory Services Private Limited

fie:);·' ·-·· --~~0\\

~1( r ( 1/U:IQ/\! >',,, 1\

1:'-('HN; -iinJ':-,?,~·vy_)!-.~'9 ~:,;,';,"-~ ··:;:;-,~-~ i;;{} '~~~c;_c~ 123

Everbest Consultancy Services Private Limited JSW Group Welfare Trust JSW Paints Private Limited Magnificient Advisory Services Private Limited Sarvodaya Advisory Services Private Limited SJD Advisory Services Private Limited Unity Advisory Services Private Limited Vinamra Properties Private Limited DBJ Advisory Services Private Limited

iii. Key Managerial Personnel Mr. Anunay Kumar Whole~ time Director Mr. Praveen Goyal Chief Financial Officer Mr. Sanjay Gupta Company Secreta1y

2. Related party transactions:

~----·~ -···----------~----- .. ·~·--·--··"------------·---·- .. -·-·-·-·-- ----~~~ .. ·-·~"·-


Purchases of shares of JSW Aluminium Limited JSW Projects Limited

-- -Sales of Equity shares of JSW Aluminium Limited JSW Projects Limited Investments made JSW Aluminium Limited

Application money received JSW Projects Limited Salian Jindal familv trust Allotment of zero coupon preference shares JSW Projects Limited South West Mining Limited Allotment of Compulsory Convertible Preference Shares Sajjan Jindal family trust Loan taken JSW Holdings Limited Loan given Gopal Traders Private Limited JSW Investments Private Limited Reynold Traders Private Limited Realcom Realitv Private Limited Loan given received back Reynold Traders Private Limited Realcom Reality Private Limited JSW Investments Private Limited Jobwork-oxygen and other gases JSW Steel Limited Sale of investments Everbest Consultancy Services Private Limited Unity Advisory Services Private Limited Adarsh Advisory Services Private Limited Logistics services South West Mining Limited

Consultancy fees received JSW Projects Limited JSW Steel Limited JSW Paints Private Limited Pledge fees received JSW Investments Private Limited Adarsh Advisory Services Private Limited JSW Group Welfare Trust

:; ·cc,•::f!agf)!Qcient Advisory Services Private Limited '· "':s'<!~>~o'ilaYil Advisorv Services Private Limited

-~·<:'() \\

~lnlakhs ·-----~-----------·

Year Ended Year Ended 31.03.2017 31.03.2016 ... --··-·

- 500.00 ·-·-- -

- 500.00

111.00 -

13,500.00 15,700.00 500.00 -

13,500.00 18,450.00 - 3 250.00

500.00 -

12 000.00 -

250.00 875.00 - 6,950.00

5,000.00 4,100.00 - 6 080.00

- 4,100.00 - 5,830.00

1 200.00 5 750.00

3 802.88 -

7,501.84 -11,168.39 -

8688.25 -

267.37 238.84

8,606.27 9.022.07 1,950.00 1,920.00

20.00 -

125.92 14.63 41.03 -10.36 -17.25 -6.19 -

124


SJD Advisory Services Private Limited Unity Advisory Services Private Limited

I

on Gopal Traders Private Limited JSW Investments Private Limited ~<elmora Traders Private Limited

I Re expenses Sahyog Holdings Private Limited JSW Investments Private Limited Vlvidh Flnvest Private Limited JSW Holdings Limited JSW Steel Limited

Interest I premium expenses JSW Cement Limited JSW Projects Limited JSW Holdings Limited

given JSW Investments Private Limited Sahyog Holdings Private Limited Vivldh Finvest Private Limited JSW Holdings Limited

Purchase of goods JSW Steel Limited JSW Steel Coated Products Limited JSW Bengal Steel Limited JSW Cement Limited Jindal Saw Limited Jindal Steel and Power Limited

1.18 2.00

3.22 61.55

875.17 100.81

477.42

60.29


2.45 2.68 2.61 2.99

25.47

240.00 2,554.57

862.80 625.01 211.29 474.58

408.76 42.08

4.03 234.94

10.75 79.91

125

3. Closing balances: ~in lakhs

Particulars As at As at 31.03.2017 31.03.2016

loans taken JSW Cement Limited 2,000.00 2,000.00 JSW Holdings Limited 12,000.00 -Descon Limited 1 575.00 1 575.00 go;o Non~convertible Debentures JSW Projects Limited

" -" 20,700.00 20 700.00

Investments made JSW Investments Private limited - 1,38,600.00 JSW Aluminium Limited 505.28 -JSW Projects Limited - 6,150.04 JSW Cement Limited - 7,820.50 JSW Steel Limited 49,002.11 49 ,00~:!_1__ Trade receivables JSW Steel Limited 412.27 339.35 JSW Projects Limited 2879.70 836.74 JSW Steel Limited (Dolvi Plant) - 0.71 JSW Paints Private Limited 21.00 -South West Mlnlno Limited 202.16 157.98 Interest payable JSW Cement Limited 335.55 299.06 JSW Projects Limited 62.77 62.73 JSW Holdings Limited 73.16 -Premium Payable JSW Proiects Limited 30.05 2 315.72 Interest /Pledge fee receivable Gopal Traders Private Limited 110.02 45.63 JSW Investments Private limited 39.15 477.73 Realcom Reality Private Limited 24.75 12.24 Adarsh Advisory Services Private Limited 43.08 -Magnificient Advisory Services Private Limited 16.29 -Sarvodaya Advisory Services Private Limited 6.50 -SJD Advisory Services Private Limited 14.48 -Unity Advisory Services Private limited 1.98 -Vinamra Properties Private Umited 2.81 -Descon Limited 105.87 154.94 Pledge fees payable JSW Investments Private limited - 28.38 Sahyog Holdings Private Limited 74.69 36.21 Vividh Finvest Private Limited 30.49 13.74 JSW Holdings Limited 204.43 23.70 Payable for capital projects

20.11 JSW Steel Limited 107.30 18.58 JSW Steel Coated Products Limited 25.68 JSW Cement Limited 133.88 18.61

JSW Severfield Structures Limited 8.52 65.29

Loan given Gopal Traders Private Limited 1,125.00 875.00 JSW Investments Private Limited - 1,200.00 Realcom Reality Private Limited 250.00 250.00 Reynold Traders Private Limited 5 000.00 -Advances for Capital Projects Jindal Steel & Power Limited 20.18 7.56 Co !laterals provided on our behalf No. of Shares No. of Shares Pledge of shares of JSW Steel limited JSW Investments Private Limited - 90,10,000 Sahyog Holdings Private Limited 2,72,05,000 34,61,500

(~; ,~. "''"'"""<m~· 4,66,00,000 1,31,~3,000

~F;\:~\ Ji' viv!Bh:~lnvest Private Limited 350,90,000 20,40,000 I ---- .. ~<~:, c: . .>~\.

;~~)) 126

Sr. Particulars Year Ended Year Ended no. 31.03.2016 31.03.2015

4 Segment liabilities Operation and maintenance services 1690,40,073 48,43,67,098 Investments 284795,16,449 24,70,41,17,229 Other 1,31,53,86,502 4,47,98,478 Un-allocated 38,96,35,732 38,58,03,294

Total 303535,78,755 25,61,90,86,099

i. Disclosure as per Regulation 53(f) read along with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable to the holding company i.e. JSW Techno Projects Management Limited

' Sr. No. Particular Loans and Advance in the nature of Loan to :-

i) Subsidiaries ii) Associates iii) Firms/ Companies where Directors are interested iv) Where there is no repayment schedule I repayment beyond 7

years I no interest I interest rate below as required under Section 372A of the Companies Act, 1956 (now Section 186 of the Companies Act, 2013)

j. Related party disclosures, as required by accounting standard - 18:


i. Subsidiary company JSW Logistics Infrastructure Private Limited JSW Aluminum Limited

ii. Individual exercising control: Mrs. Sangita Jindal

Amount in'!'

----

iii. Other related parties with whom the company has entered into transactions during the year: Dolvi Coke Projects Limited Gopal Traders Private Limited Jindal Saw Limited Jindal Steel & Power Limited JSL Limited JSW Bengal Steel Limited JSW Cement Limited JSW Energy Investments Private Limited JSW Energy Limited JSW Holdings Limited JSW Investments Private Limited JSW Projects Limited

Severfield Structures Limited

127

JSW Steel Coated Products Limited JSW Steel Limited Realcom Reality Private Limited Reynold Traders Private Limited Sahyog Holdings Private Limited (formerly Sahyog Tradcorp Private Limited) South West Mining Limited Sun Investments Private Limited Vividh Finvest Private Limited (formerly Vividh Consultancy and Advisory Services Private Limited)

iv. Key Managerial Personnel Mr. Anunay Kumar Whole-time Director (& CFO upto May 14, 2015) Mr. Praveen Goyal Chief Financial Officer (from May 14, 2015) Mr. Sanjay Gupta Company Secretary

2. Related party Transactions: Amount in~


Purchases of shares Purchases of shares of Dolvi Coke Projects Limited JSW Projects Limited - 20,000 Purchases of shares of JSW Aluminium Limited JSW Projects Limited 5,00,00,000 -Sales of Equity shares of JSW Aluminium Limited JSW Projects Limited 5,00,00,000 5,02,00,000 Investments made Dolvi Coke Projects Limited - 2,00,00,000 JSW Projects Limited - 34,00,00,000 JSW Cement Limited - 30,00,00,000 Application money received for zero coupon preference shares JSW Projects Limited 1,57,00,00,000 27,50,00,000 South West Mining Limited - 32,50,00,000 Purchase of Flat JSW Steel Coated Products Limited - 15,00,000 Allotment of zero coupon preference shares JSW Projects Limited 1,84,50,00,000 -South West Mining Limited 32,50,00,000 -Loan given Gopal Traders Private Limited 8,75,00,000 -JSW Investments Private Limited 69,50,00,00 -Reynold Traders Private Limited 41,00,00,00 -Realcom Reality Private Limited 60,80,00,00 -Loan given received back Gopal Traders Private Limited 57,50,00,000 -Reynold Traders Private Limited 41,00,00,000 -Realcom Reality Private Limited 58,30,00,000 -Sale of investments Dolvi Coke Projects Limited - 2,00,20,000

-

128


Consultancy fees received JSW Projects Limited 90,22,07,257 79,41,90,781 JSW Steel Limited 19,20,00,000 21,33,00,000 JSW Cement Limited - 25,00,000 Pledge fees received JSW Investments Private Limited 14,63,019 -Dividend received JSW Steel Limited 3,81,62,333 -Advance received JSW Projects Limited - 90,94,00,978 Interest on Loan given/investment in debenture Gopal Traders Private Limited 50,69,467 -JSW Investments Private Limited 32,85,82,923 27,72,00,000 Reynold Traders Private Limited 28,34,153 -Realcom Reality Private Limited 25,81,394 -Reimbursement of expenses Sahyog Tradecorp Private Limited 2,45,338 -JSW Investments Private Limited 2,67,829 -Vividh Finvest Private Limited 2,61,239 -JSW Holdings Limited 2,99,996 -JSW Steel Limited 25,46,530 -Renolyds Traders Private Limited 1,30,060 Interest 1 premium expenses JSW Cement Limited 2,40,00,000 2,70,00,000 JSW Projects Limited 25,54,57,462 25,52,68,508 JSW Investments Private Limited - 19,726 Pledge fees given JSW Investments Private Limited 8,62,80,027 1,12,72,315 Sahyog Tradecorp Private Limited 6,25,00,692 4,87,71,749 Vividh Finvest Private Limited 2,11,28,688 -JSW Holdings Limited 4,74,57,946 -Purchase of goods JSW Steel Limited 408,76,312 -JSW Steel Coated Products Limited 42,08,065 -JSW Bengal Steel Limited 4,03,204 -JSW Cement Limited 234,93,522 -Jindal Saw Limited 10,74,660 -Jindal Steel & Power Limited 79,91,273 -JSW Severfield Structures Limited 339,91,122 -Lease rental paid (inclusive of service tax) JSW Steel Limited 64,46,394 -Salary paid to key managerial personnel Mr. Anunay Kumar - Whole-time Director 49;oo,680 44,87,400 Mr. Sanjay Gupta - Company Secretary 10,69,214 9,62,583 Logistics services South West Mining Limited 2,38,84,202 2,14,59,502 Shares Application money (Pending for allotment)

_JSW Cement Limited - 19,00,00,000

(f .10<\i .. ;,r·· ·;~: • : ... '< 129

3. Closing balances: Amount in~


31.03.2016 31.03.2015 Loans taken JSW Cement Limited 20,00,00,000 20,00,00,000 go;o Non-convertible Debentures JSW Projects Limited 207,00,00,000 2,07,00,00,000 Investments made JSW Investments Private Limited 13,86,00,00,000 13,86,00,00,000 JSW Projects Limited 61,50,04,000 61,50,04,000 JSW Cement Limited 78,20,50,000 59,20,50,000 Trade receivables JSW Steel Limited 3,39,35,472 1,10,23,001 JSW Projects Limited 8,36,73,853 9,14,09,752 JSW Steel Limited (Dolvi Plant) 70,800 70,800 JSW Cement Limited - 28,09,000 South West Mining Limited 1,57,97,625 -Interest payable JSW Cement Limited 2,99,05,617 2,43,00,000 JSW Projects Limited 62,72,728 62,77,299 Premium Payable JSW Projects Limited 23,15,71,887 16,86,91,715 Interest receivable Gopal Traders Private Limited 45,62,520 -JSW Investments Private Limited 4,77,73,486 -Realcom Reality Private Limited 12,23,976 -Pledge fees payable JSW Investments Private Limited 28,37,828 8,43,404 Sahyog Tradecorp Private Limited 36,20,791 26,08,567 Vlvidh Finvest Private Limited 13,73,933 -JSW Holdings Limited 23,69,752 -Payable for capital projects JSW Steel Limited 20,10,887 -JSW Steel Coated Products Limited 18,57,525 -JSW Cement Limited 18,60,998 -JSW Severfield Structures Limited 65,29,453 -Loan given Gopal Traders Private Limited 8, 75,00,000 -JSW Investments Private Limited 12,00,00,000 -Realcom Reality Private Limited 2,50,00,000 -Advance received JSW Projects Limited - 33,21,66,729 Advances for Capital Projects Jindal Steel & Power Limited 7,56,201 -Shares Application money given (Pending for allotment) ,= ~('Pment Limited - 19,00,00,000

~"""--"''=''~,~~ ?1 ~~l ;\:;_!'~.! ',~\q..J> Cl~<l,dCt4V~} 10 ' -"-130


31.03.2016 31.03.2015 Collaterals provided on our behalf No. of Shares No. of Shares

Pledge of shares of JSW Steel Limited JSW Investments Private Limited 90,10,000 63,05,000 Sahyog Tradecorp Private Limited 34,61,500 -JSW Holdings Ltd 1,31,13,000 -Vividh Finvest Private Limited 20,40,000 49,75,000

Pledge of shares of JSW Energy Limited JSW Investments Private Limited 9,53,21,000 10,03,31,000 Sahyog Tradecorp Private Limited 9,99,23,000 8,50,42,000

k. Remuneration to the Auditors (Exclusive of service tax): Amount in~

Particulars Year Ended Year Ended 31.03.2016 31.03.2015

Audit fee (including limited review fee) 5,50,000 3,95,000

Tax audit fee 70,000 65,000 Total 6,20,000 4,60,000

I. Earnings Per Share

Computation of Basic and Diluted Earnings per share: Amount in~


Net profit 1 (loss) after tax (As per statement of profit and loss) (3, 13,26,85,016) (181, 14,00, 949) Weighted average number of equity shares (nos.) 50,000 50,000 Basic & diluted earnings per equity share (face value - '{ 10 per share) (62,653. 70) (36,228.02)

m. Income Tax

a) Provision for Tax: Amount in~


Current tax - 2,57,938

Deferred tax - -Total - 2,57,938

b) Deferred tax:

The group has incurred a loss in the current year and accordingly, no provision for current tax has been made. Deferred tax assets are recognized only if there is virtual certainty supported by

~""'?~c;;:o;;,n~vincing evidence that they can be realized against future taxable profits.

131



ANNEXURE 7: INPRINCIPLE APPROVALS FROM STOCK EXCHANGES

132



ANNEXURE 8: INDICATIVE CASHFLOW SCHEDULE

Tranche / Series Cash flows Dates No. of Days Amount (in Rupees) Series A Accrued Premium Friday, March 5,

2021 730 57,93,69,427

Principal Amount 250,00,00,000Total 3,07,93,69,427

Series B Accrued Premium Friday, March 4, 2022

1094 91,71,22,908 Principal Amount 250,00,00,000

Total 3,41,71,22,908 **The Coupon / Redemption premium payment should be rounded to nearest rupee as per FIMMDA ‘Handbook on market practices’ With reference to SEBI circular (Ref CIR/IMD/DF/18/2013, dated October 29, 2013):

If a Coupon Payment Date is falling on a holiday, the next Business Day will be taken as the Coupon Payment Date If the Redemption Date is falling on a holiday, the preceding Business Day will be taken as the Redemption Date

134



ANNEXURE 9: STATEMENT CONTAINING PARTICULARS OF, DATES OF, AND PARTIES TO ALL MATERIAL CONTRACTS AND AGREEMENTS

Issuer has not entered into any material contracts and or agreements involving financial obligations of the Issuer other than those set out in below. However, the contracts and documents referred to below (not being contracts entered into in the ordinary course of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the Issuer.

Copies of the contracts and documents, referred to below, may be inspected at the Registered Office of the Issuer between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the issue.

Sr. No.

Nature of Contract

1. Certified copy of the Memorandum & Articles of Association of the Issuer

2. Certified true copy of the resolution passed by the Board dated February 1, 2019 approving the issue of Debentures

3. Certified true copy of the special resolutions passed by the Members of the Issuer on February 1, 2019 for Authority to issue Non-Convertible Debentures

4. Certified true copy of the special resolutions passed by the Members of the Issuer on February 15, 2016 for Authority to borrow money under section 180(1)(a) of the Companies Act, 2013

4. Credit rating letters from Brickwork Ratings India Private Limited dated February 15, 2019

5. Letters dated January 24, 2019 received from Catalyst Trusteeship Limited giving its consent to act as Debenture Trustee

6. Copy of the following transaction documents in relation to this Issue: (i) Debenture Trust Deeds (ii) Debenture Trustee Agreement (iii) Pledge Agreement (iv) Pledge Powers of Attorney under the Pledge Agreement

135



ANNEXURE 10: RESOLUTIONS

136



ANNEXURE 11: OTHER DIRECTORSHIP OF THE DIRECTORS OF THE COMPANY

The Directorship in other companies are as detailed below: - Mr. Anunay Kumar

No CIN Name of the Company Designation Date of Appointment

1 U23209MH2014PLC254395 Dolvi Coke Projects Limited Director 15-03-2014

2 U24100MH2010PTC207156 Epsilon Carbon Private Limited Director 06-03-2013

3 U24200MH2016PTC273511 JSW Paints Private Limited Director 25-02-2016

4 U27203MH2005PLC154612 JSW Aluminium Limited Director 31-01-2008

5 U27310MH2007PLC171405 JSW Jharkhand Steel Limited Director 11-01-2012

6 U28113HR2014PLC053875 Jindal United Steel Limited Director 29-12-2016

7 U51900MH2014PTC257483 Dolvi Minerals & Metals Private Limited Nominee Director

31-03-2015

8 U74900MH2010PTC199845 Kansortium Process Teknologies Private Limited Director 08-02-2010

Mr. Alok Mehrotra


1 U10300MH2010PLC200871 JSW Natural Resources Bengal Limited Director 31-12-2012

2 U13100TZ2005PLC011939 Tamilnadu Iron Ore Mining Corporation Limited

Director 27-10-2006

3 U14200MH2007PLC173687 JSW Natural Resources India Limited Director 31-12-2012

4 U27106MH2007PLC170160 JSW Bengal Steel Limited Whole-time Director 18-01-2014

5 U40300MH2010PLC199844 JSW Energy (Bengal) Limited Whole-time Director 27-03-2013

6 U51420MH2008PLC184386 Barbil Beneficiation Company Limited Director 01-02-2014

7 U74120WB1995PLC069801 DESCON Limited Director 07-05-2011

8 U74899GJ1983PLC067290 Gagan Trading Company Limited Director 01-12-2014

Mr. Sanjeev Doshi


1 U45200MH1994PTC077822 Naman Enterprises Private Limited Director 20-03-2014

2 U51101MH2010PTC211182 Dasmaya Multitrading Private Limited Director 20-01-2014

3 U74140GJ2013PTC076846 Vinamra Consultancy Private Limited Director 16-09-2013

4 U74999GJ1985PTC066836 Nalwa Chrome Private Limited Director 16-12-2013

5 U74999GJ1994PTC067336 Tranquil Homes And Holdings Private Limited

Director 10-01-2014

6 U74999MH2014PTC253122 JSW IP Holdings Private Limited Director 19-04-2015

7 U74999MH2016PTC286320 Ambit Operations & Management Services Private Limited

Additional Director

15-01-2018

8 U74999MH2016PTC287605 Everbest Consultancy Services Private Limited

Director 11-11-2016

Mr. Ashok Jain


1 U27106OR2006PLC008914 Brahmani River Pellets Limited Director 23-02-2018

142


2 U27203MH2005PLC154612 JSW Aluminium Limited Director 30-03-2015 3 U74999MH2006PLC163924 JSW Projects Limited Director 26-03-2015 4 U85110KA1996PLC021242 South-West Mining Limited Director 09-01-2015

Dr. Rakhi Jain No CIN Name of the Company Designation Date of Appointment

1 U27203MH2005PLC154612 JSW Aluminium Limited Director 30-03-2015 2 U74999MH2006PLC163924 JSW Projects Limited Director 26-03-2015

Mr. Vinay Nene No CIN Name of the Company Designation Date of Appointment

NIL

143