DRAFT RED HERRING PROSPECTUSDated December 29, 2009

Please read section 60B of the Companies Act, 1956(The Draft Red Herring Prospectus will be updated

upon filing with the RoC)100% Book Built Issue

JINDAL POWER LIMITEDOur Company was incorporated as Jindal Power Limited on January 30, 1995 in Gwalior, Madhya Pradesh, under the Companies Act, 1956, as amended

(the Companies Act) with the Registrar of Companies, Madhya Pradesh and Chhattisgarh, Gwalior.Registered Office: Jindal Power Limited, Tamnar 496 107, District Raigarh, Chhattisgarh, India; Tel.: + (91 7767) 302 000; Fax: + (91 7767) 281 995;

Corporate Office: Jindal Power Limited, Jindal Centre, 12, Bhikaiji Cama Place, New Delhi 110 066 India; Website: www.jindalpower.com;Deputy Company Secretary and Compliance Officer: Mr. Dhiraj Kumar Maggo; E-mail: dhiraj.maggo@jindalpower.comFor details of changes in the registered office of our Company, see History and Certain Corporate Matters on page 130.

THE PROMOTERS OF OUR COMPANY ARE JINDAL STEEL & POWER LIMITED, GAGAN INFRAENERGY LIMITED AND OPELINA FINANCE AND INVESTMENT LIMITED.

RISKS IN RELATION TO THE FIRST ISSUEThis being the first issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 10 per Equity Shareand the Issue Price is [] times the face value. The Issue Price (has been determined and justified by the BRLMs, the CBRLM and the Company as stated in Basis for IssuePrice on page 48) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an activeor sustained trading in the Equity Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk oflosing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investorsmust rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approvedby the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of theinvestors is invited to the Risk Factors on page xiii.

IPO GRADINGThis Issue has been graded by [] as [], indicating []. The IPO Grading is assigned on a five point scale from 1 to 5, with IPO Grade 5/5 indicating strong fundamentalsand IPO Grade 1/5 indicating poor fundamentals. For details, see General Information and Annexure I on pages 14 and [], respectively.

ISSUERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard toour Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all materialaspects 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 whichmake this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity Shares offered pursuant to this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received the in-principle approvals of the BSEand the NSE for the listing of our Equity Shares pursuant to letters dated [] and [] respectively. For the purposes of this Issue, the Designated Stock Exchange is the [].

BOOK RUNNING LEAD MANAGERS

JM FINANCIAL CONSULTANTSPRIVATE LIMITED141, Maker Chambers III,Nariman Point Mumbai 400 021, IndiaTel: + (91 22) 6630 3030Fax: + (91 22) 2204 7185E-mail: jpl.ipo@jmfinancial.inInvestor Grievance E-mail:grievance.ibd@jmfinancial.inWebsite: www.jmfinancial.inContact Person: Ms. Naazneen F. YazdaniSEBI Registration No.: INM000010361

REGISTRAR TO THE ISSUEBOOK RUNNING LEAD MANAGERS

ENAM SECURITIESPRIVATE LIMITED801, Dalamal Towers,Nariman Point Mumbai 400 021, IndiaTel: + (91 22) 6638 1800Fax: + (91 22) 2284 6824E-mail: jindalpower@enam.comInvestor Grievance E-mail:complaints@enam.comWebsite: www.enam.comContact Person: Mr. Ashish KumbhatSEBI Registration No.: INM000006856

GOLDMAN SACHS (INDIA) SECURITIESPRIVATE LIMITEDRational House, 951-A, Appasaheb Marathe Marg,Prabhadevi, Mumbai 400025, IndiaTel: + (91 22) 6616 9000 Fax: + (91 22) 6616 9090E-mail: jpl_issue@gs.comInvestor Grievance E-mail:india-client-support@gs.comWebsite: www2.goldmansachs.com/worldwide/india/indian_offerings.htmlContact Person: Ms. Pranita GramopadhyeSEBI Registration No.: INM000011054

DEUTSCHE EQUITIES INDIAPRIVATE LIMITEDDB House, Hazarimal Somani Marg,Fort, Mumbai 400 001, IndiaTel: + (91 22) 6658 4600Fax: +(91 22) 2200 6765Email : jpl.ipo@db.comInvestor Grievance E-mail:db.redressal@db.comWebsite: www.db.com/IndiaContact Person: Mr. Vivek PabariSEBI Registration Number: INM000010833

[]Tel: []Fax: []E-mail: []Investor Grievance E-mail: []Website: []Contact Person: []SEBI Registration No.: []

[]

ICICI SECURITIES LIMITEDICICI Centre,H. T. Parekh MargChurchgateMumbai 400 020, IndiaTel: +(91 22) 2288 2460Fax: +(91 22) 2282 6580E-mail : jpl.ipo@icicisecurities.comInvestor Grievance E-mail:customercare@icicisecurities.comWebsite: www.icicisecurities.comContact Person: Mr. Mayank LunawatSEBI Registration Number: INM000011179

SBI CAPITAL MARKETS LIMITED202, Maker Towers E,Cuffe ParadeMumbai 400 005, IndiaTel: +(91 22) 2217 8300Fax: +(91 22) 2218 8332E-mail: jpl.ipo@sbicaps.comInvestor Grievance E-mail:investor.relations@sbicaps.comWebsite: www.sbicaps.comContact Person: Mr. Apurva KumarSEBI Registration No.: INM000003531

UBS SECURITIES INDIAPRIVATE LIMITED2/F, 2 North Avenue, Maker MaxityBandra Kurla Complex, Bandra (E)Mumbai 400 051, IndiaTel: + (91 22) 6155 6000Fax: + (91 22) 6155 6300Email: customercare@ubs.comInvestor Grievance E-mail:customercare@ubs.comContact Person: Ankit SharmaWebsite: www.ubs.com/indianoffersSEBI Registration Number: INM000010809

MOTILAL OSWAL INVESTMENTADVISORS PRIVATE LIMITED113/114, Bajaj Bhawan11th Floor, Nariman PointMumbai 400 021, IndiaTel: +(91 22) 3980 4380Fax: +(91 22) 3980 4315Email: jpl.ipo@motilaloswal.comInvestor Grievance E-mail:moiaplredressal@motilaloswal.comWebsite: www.motilaloswal.comContact Person: Mr. Paresh RajaSEBI Registration No: INM000011005

CO-BOOK RUNNING LEAD MANAGER

* Anchor Investors, if any, shall submit their Bid on the Anchor Investor Bidding Date, which is one working day prior to the Bid/Issue Opening Date.

BID /ISSUE PROGRAM*BID/ISSUE OPENS ON : [] BID/ISSUE CLOSES ON : []

PUBLIC ISSUE OF [] EQUITY SHARES OF RS. 10 EACH (EQUITY SHARE) FOR CASH AT A PRICE OF RS. [] PER EQUITY SHARE OF JINDAL POWERLIMITED (THE COMPANY) AGGREGATING RS. 72,000 MILLION (HEREINAFTER REFERRED TO AS THE ISSUE). THE ISSUE COMPRISES A NET ISSUETO THE PUBLIC OF UP TO [] EQUITY SHARES (THE NET ISSUE) AND A RESERVATION OF UP TO [] EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLEEMPLOYEES (AS DEFINED HEREIN) (THE EMPLOYEE RESERVATION PORTION). THE ISSUE WOULD CONSTITUTE []% OF THE POST ISSUE PAID-UPEQUITY CAPITAL OF OUR COMPANY. THE NET ISSUE WOULD CONSTITUTE []% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THEFACE VALUE OF THE EQUITY SHARE IS RS. 10 EACH. THE PRICE BAND, THE EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BYTHE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND THE CO-BOOK RUNNING LEAD MANAGER AND ADVERTISEDIN [] EDITION OF [] AND [] EDITION OF [] AT LEAST TWO (2) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.## Discount of Rs. [] to the Issue Price determined pursuant to completion of the Book Building Process has been offered to Eligible Employees (the Employee Discount)

In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days after the revision of the Price Band subject to the Bidding Period notexceeding 10 Working Days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Bombay Stock ExchangeLimited (the BSE) and the National Stock Exchange of India Limited (the NSE), by issuing a press release, and also by indicating the change on the websites of the Book RunningLead Managers (BRLMs) and the Co-Book Running Lead Manager (CBRLM) and at the terminals of the members of the Syndicate.In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) read with Regulation 41(1)(a) of the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations, 2009 (the SEBI Regulations), this being an Issue for less than 25% of the post Issue paid-up equity capital, the Issueis being made through the 100% Book Building Process wherein at least 60% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs),(QIB Portion). Provided that our Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis, out of which at least one-third will be availablefor allocation to domestic mutual funds only (Anchor Investor Portion). For details, see Issue Procedure on page 276. Further 5% of the QIB Portion (excluding Anchor InvestorPortion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be ava