JSW Energy Limited Investor Presentation January 2017

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Transcription:

JSW Energy Limited Investor Presentation January 2017

Agenda Overview Value Proposition Business Environment Appendix 2

JSW Group overview USD 11 billion group with presence across the core sectors JSW Steel*: India s leading integrated steel producer (Steel making capacity: 18MTPA) JSW Infrastructure: Engaged in development and operations of ports (Operational capacity: 45MTPA) JSW Energy*: Engaged across the value chain of power business (Operational plants capacity: 4,531MW proposed increase to 6,031 MW^) JSW Cement: Manufacturer of PSC, OPC and GGBS cement (Operational plants capacity: 6.4MTPA) Group market cap ($7,258 mn**) JSW Energy 1,469 JSW Steel 5,789 As on Dec 30, 2016 * Listed company. ** USD/ ` = 67.9547 (RBI reference rate as on Dec 30, 2016) ^ Capacity would increase to 6,031 MW upon completion of 500MW Bina thermal power project from JPVL and 1,000MW Tamnar thermal power project from JSPL 3

JSW Energy Presence across the value chain Currently operational capacity: 4,531MW Power generation Power transmission Operational transmission line JV with MSETCL: two 400KV transmission lines JV with Toshiba, Japan for manufacturing of supercritical steam turbines and generators Equipment manufacturing Mining Rajasthan (lignite): Kapurdi (operational with capacity of 7MTPA) and Jalipa (under development) mines; mineable reserves of 441mn tonnes Power trading Engaged in power trading since June 2006 Handled trading volume of ~9 bn units in FY16 4

Established energy company with 4,531 MW operational capacity proposed increase to 6,031 MW^ Barmer: 1,080MW Configuration: 8 X 135MW Units operating: since 2010 3 Technology: Sub-critical pithead lignite based TPP Fuel Source: Captive lignite mines of BLMCL 1 Power Offtake: Long Term PPA Project Cost: INR 71,650mn/ $1,194mn 2 Baspa II (300MW) & Karcham Wangtoo (1,091MW) Units operating: Baspa II since 2003 and Karcham Wangtoo since 2012 Technology & Fuel Source: Hydro Power Offtake: Long Term PPA and Merchant Asset Value to JSW Energy: INR 92,750mn/ $1,546mn 2 Bina: 500MW^ Configuration: 2 X 250MW Units operating: since 2012 3 Technology: Sub-critical TPP Fuel Source: Coal linkage from SECL and CCL Power Offtake: 70% Long Term PPA EV to JSW Energy: INR 27,000mn/ $450mn 2 Tamnar: 1,000MW^ Configuration: 4 X 250MW Units operating: since 2007 3 Technology: Sub-critical TPP Fuel Source: Domestic coal bought on e-auction Power Offtake: Merchant EV to JSW Energy: INR 40,000-65,000mn/ $667-1,083mn 2 depending on fuel security and PPA tie up Ratnagiri: 1,200MW Configuration: 4 X 300MW Units operating: since 2011 3 Technology: Sub-critical TPP Fuel Source: Imported thermal coal Power Offtake: Long Term PPA & Merchant Project Cost: INR 55,161mn/ $919mn 2 Vijayanagar: 860MW Configuration: 2 X 130MW and 2 X 300MW Units operating: since 2000 3 Technology: Sub-critical TPP Fuel Source: Gas & imported thermal coal Power Offtake: Merchant Project Cost: INR 30,957mn/ $516mn 2 Proximity to load centre/fuel source/infrastructural facilities ^ Capacity would increase to 6,031 MW upon completion of 500MW Bina thermal power project from JPVL and 1,000MW Tamnar thermal power project from JSPL 1) Long term FSA with BLMCL for supply of lignite from its captive mines; BLMCL is a 49:51 JV between Raj WestPower Ltd (subsidiary of JSW Energy) and Rajasthan government undertaking, 2) USD/ INR = 60, 3) denotes start of first unit in respective fiscal year; TPP Thermal Power Plant 5

Proven track record FY12 FY16# Capacity (MW) 2,600 4,531 CAGR FY12 16: 15% Net Generation (MUs) 13,594 22,064 CAGR FY12 16: 13% Total Revenue INR 62,654mn / $1,044mn INR 102,096mn / $1,702mn CAGR FY12 16: 13% EBITDA INR 15,944mn/ $266mn INR 44,112mn/ $735mn PAT INR 1,701mn/ $28mn INR 14,445mn/ $241mn Fuel Type Thermal Coal Thermal Coal, Lignite, Hydro CAGR FY12 16: 29% CAGR FY12 16: 71% Profitable and dividend paying since listing Diversifying fuel sources Business Segment Power generation, O&M, transmission, trading, coal mining and equipment manufacturing Power generation, O&M, transmission, trading, coal mining and equipment manufacturing Presence across the value chain Despite turbulent sector dynamics, delivering sustainable growth driven by focused execution and balanced strategy USD/ INR = 60 # FY16 figures have been restated as per IndAS 6

Corporate strategy Selective Growth Efficient capital allocation for organic growth Pursue selective inorganic growth opportunities which will enhance cash flows and be RoE accretive Diversification of Fuel Mix and Offtake Arrangements Increasing proportion of Long Term PPAs goal to reach over 85% of total Diversify both fuel mix and source thermal coal, lignite and hydro Focus on Resource Optimization Committed to robust mix of sustainable eco-friendly technologies Focus on prudent O&M practices and higher plant efficiencies Strengthening Presence Across the Value Chain Continue to evaluate opportunities across the value chain from mining, equipment manufacturing, generation, transmission and distribution for creating long term value Prudent Balance Sheet Management Retain prudent financial profile Manage growth and debt profile to capture market opportunities without excessive risk 7

Sound Corporate Governance Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee Corporate Social Responsibility (CSR) Committee Ensures regular review of audit plans, significant audit findings, adequacy of internal audit system, compliance with regulations by the Company and its subsidiaries Comprises of six Non-Executive Directors Identifies qualified persons and recommends to the Board the appointment, removal and evaluation of Directors Responsible for drafting policy on specific remuneration packages for Executive Directors and approving the payment of remuneration to managerial personnel Formulate criteria for independence of Director, evaluation of Independent Directors, policy on Board diversity Comprises of four Non-Executive Directors Responsible for the functioning of the investor grievances redressal system Comprises of three Non-Executive Directors Periodically reviews risk assessment and minimisation procedures Comprises of four Non-Executive Directors Formulates and recommends to the Board a CSR Policy including list of projects and programs Strong commitment towards CSR Comprises of four Non-Executive Directors All key committees in place, having adequate independent director representation 8

Agenda Overview Value Proposition Business Environment Appendix 9

Value proposition 1 Efficient Capital Allocation and Execution Capabilities 2 Portfolio of Efficient Operating Assets 3 Diversified Fuel Tie-up 4 Balanced Mix of Off-take Arrangements 5 Robust Financial Profile 10

1 Efficient Capital Allocation and Execution Capabilities Project cost of some the power plants set up by other players in the industry Power project Capacity Project cost 1 st COD MW ` crore/mw $mn/mw Year Lanco (Amarkantak) 600 5.23 0.87 2009 Lanco (Udupi) 1,200 4.67 0.78 2010 Vijayanagar (2000-2001): 260 MW @ INR 43.42mn/MW (~$0.72mn/MW) Vijayanagar (2010): 600 MW @ INR 32.78mn/MW (~$0.55mn/MW) Ratnagiri (2011-2012): 1,200 MW @ INR 45.97mn/MW (~$0.77mn/MW) Barmer (2010-2013): 1,080 MW @ INR 66.34mn 1 /MW (~$1.11mn/MW) Aryan Coal (Kasaipalli) 270 5.00 0.83 2011 Tata Power/DVC (Maithon) 1,050 5.24 0.87 2011 Adhunik (Padampur) 540 6.18 1.03 2013 GMR EMCO (Warora) 600 6.25 1.04 2013 GMR (Kamalanga ) 1,050 6.21 1.04 2013 Dhariwal (Chandrapur) 600 6.22 1.04 2014 DB Power (Janjgir-Champa) 1,200 7.02 1.17 2014 JPVL (Nigrie) 1,320 7.92 1.32 2014 Neyveli (Barsingsar) 1 250 7.00 1.17 2010 Giral (Rajasthan) 1 250 7.69 1.28 2011 Leveraging upon strong project execution and project management expertise, and infrastructure 1) High capital cost due to CFBC boilers for lignite based power plant USD/ INR = 60 11

Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Q1 FY17 Q2 FY17 Q3 FY17 2 Portfolio of Efficient Operating Assets JSW Energy Standalone 1 93% JSW Energy Standalone PLF All India private sector thermal power plants' PLF* 81% 83% 84% 64% 62% 61% 61% 63% 56% FY13 FY14 FY15 FY16 9M FY17 Among the best run thermal power plants in India on a consistent basis Vijayanagar plant has been consistently recognised as a top performing operating power plant by the Ministry of Power for 8 consecutive years 2 9M FY17 PLF is lower due to lack of schedule as the orders on certain tenders, in which the Company had participated, remained undecided RajWest 3 and Hydro 4 RajWest Hydro 94% 86% 85% 86% 85% 86% 85% 80% 72% 69% 24% 14% 24% Benchmark O&M practice resulting in consistently higher PLFs Hydro PLF has tapered down after high levels during the monsoons Industry leading PLFs driven by O&M and execution expertise *Source-CEA 1) Includes Vijaynagar (860MW) and Ratnagiri (1,200MW) plants, 2) Vijaynagar s SBU I (260MW) or SBU II (600MW) received either the Bronze Shield or the Silver Shield in the category of Performance of Thermal Power Stations for FY07/FY08/ FY09/ FY10/ FY11/FY14 and the Gold Shield for FY12 and FY13, 3) Deemed PLF, 4) Hydro assets are part of JSW Energy w.e.f. 1 st September, 2015 12

3 4 Diversified Fuel Tie-up and balanced Mix of Offtake Arrangements Fuel sources o Imported coal o Domestic coal o Lignite o Hydro 31% 24% 45% 4,531MW Imported coal Lignite 23% 18% 25% 34% 6,031MW^ Domestic coal Hydro Power off-take arrangements optimal mix of long term contracts & merchant power sales (return optimisation). 34% 66% 28% 72% 4,531 MW 6,031 MW^ Long Term Lower fuel risk, resilience to sector dynamics 1 Short Term Long term: Stable cashflows, pre-defined returns Insulated from inflation and fuel price movement, declining tariff Short term: Ability to capitalise on better realisations Ability to respond to demand fluctuations and shortages. with aim to tie-up over 85% of capacity under long term PPAs ^ Capacity would increase to 6,031 MW upon completion of 500MW Bina thermal power project from JPVL and 1,000MW Tamnar thermal power project from JSPL 1) Assuming 1,000MW Tamnar plant will secure 100% PPA 13

5 Robust Financial Profile FY16 EBITDA Margin (% 1 ) FY16 Return on Capital Employed (% 2 ) 16.3% 42.8% 62.7% 47.1% 34.4% 26.0% 25.5% 24.1% 11.7% 11.6% 9.9% 7.8% 7.3% 5.5% JSW Energy JPVL R Power Adani Power CESC (Standalone) FY16 Return on Net Worth (%) 17.4% NTPC Tata Power JSW Energy Tata Power Adani Power CESC (Standalone) R Power NTPC JPVL 11.9% 8.5% 7.5% 6.8% 6.6% Dividend paying track-record since listing in 2010-4.2% JSW Energy NTPC CESC Adani Power Tata Power R Power JPVL (Standalone) Sector leading margins and return ratios Source: Annual Reports for FY 2015-16 (1) Calculated as EBITDA/ Revenue, where EBITDA includes Other Income, (2) Calculated as EBIT/ Average Capital Employed (Net Worth + Minority Interest + Gross Borrowings + Net Deferred Tax Liabilities) 14

5 Robust Financial Profile FY16 Net Debt/Equity (x) FY16 Net Debt/EBITDA (x) 7.1 9.6 1.8 0.5 1.2 1.4 2.9 3.3 3.5 2.3 4.3 5.2 5.8 6.0 JSW Energy CESC (Standalone) NTPC R Power Tata Power JPVL Adani Power JSW Energy CESC Tata Power NTPC R Power Adani Power JPVL (Standalone) Leverage increased due to acquisition of Hydro assets with EV of INR 92,750mn Well capitalised balance sheet, best positioned to tap growth opportunities Source: Annual Reports for FY 2015-16 15

Well poised to capitalise on improving sector fundamentals JSW Energy s Advantage / Approach Regulated sector Capital allocation Coal block auctions Policy environment /Inorganic growth opportunity Stability of cash flows takes precedence over growth Prudence as key to sustainable value creation Opportunity to secure fuel Sector looking ripe for consolidation and growth projects with low risk to cash flow Increase share of long term PPAs to over 85% Leverage low fixed cost advantage for upcoming Case 1 Bids Put on-hold growth projects when sector fundamentals were uncertain All existing long term PPAs with pass-through of energy/fuel cost as per applicable regulations Coal auctions may provide potential to enhance our organic growth Well positioned to: leverage our strong balance sheet capitalise on expected consolidation of the power sector 16

Agenda Overview Value Proposition Business Environment Appendix 17

Capacity profile and PLF s Sector-wise Installed Capacity 310 GW (as on Dec 31, 2016) Mode-wise Installed Capacity (as on Dec 31, 2016) +670 MW* +2,603 MW* Central 25% Private 42% State 33% +374 MW* +1,680 MW* +27 MW* Nuclear 2% Hydro 14% RES 15% Thermal 69% +1,940 MW* Most of the capacity additions in Q3 FY17 was contributed by the Private Sector. New capacities were added in both Thermal and Renewable Energy space. All India thermal PLF improved to ~60% in Q3 FY17 from ~55% in the previous quarter; although remaining lower than ~63% in Q3 last fiscal. Source: CEA *Additions during Q3 FY17 18

34 33 21 21 42 42 48 47 53 53 76 76 86 86 80 79 275 274 160 157 Demand-supply scenario Power Demand Supply Position Q3 FY17 (BU) 10.0% 120 Peak Demand and Peak Met 9M FY17 (GW) 16.0% 140 120 8.0% 100 14.0% 12.0% 100 6.0% 80 10.0% 80 60 40 20-0.6% 0.2% 0.0% 1.8% 0.6% 4.0% 2.0% 0.0% -2.0% 60 40 20-1.0% 1.1% 0.8% 1.4% 1.6% 8.0% 6.0% 4.0% 2.0% 0.0% -2.0% ER &NE SR WR NR All India ER &NE SR WR NR All India Requirement Availability Deficit Requirement Availability Deficit All India power demand improved by 0.8% YoY while supply improved by 2.1% YoY in Q3 FY17 (3.2% and 4.8% respectively for 9M FY17). All India demand-supply gap was 1.8 billion Units in Q3 FY17 and peak deficit during 9M FY17 was 2.6 GW. Lack of industrial demand, poor fiscal health of Discoms, coupled with increasing power generation capacity are straining the demand supply balance. Increasing number of Discoms joining UDAY Scheme is encouraging although any significant benefit could be realised only in the long run. Source: CEA 19

Indian economy and thermal coal prices Industrial Production growth in November has been strong on the back of positive growth in every sector; sustainability of growth post demonetisation impact will be key. Falling inflation and softening interest rates should provide further impetus to demand and business activities. GST roll out is likely to boost economic growth over medium term. Government spend on infrastructure and other development projects in the forthcoming budget should lead to a gradual pick up of the investment cycle and energy demand in the coming quarters. 15% 10% 5% 0% -5% Industrial production growth (% YoY) Overall IIP Manufacturing -10% Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Thermal coal prices increased sharply, while INR depreciated slightly during Q3 FY17 Indexed 160 140 120 100 API 4 Coal (monthly avg.) USD/INR (monthly avg.) 80 Apr-15 Aug-15 Dec-15 Apr-16 Aug-16 Dec-16 Month API 4 Coal USD/INR Sep-16 100 100 Oct-16 123 100 Nov-16 135 101 Dec-16 123 102 Source: MOSPI, API4 Coal Index, Bloomberg 20

Agenda Overview Value Proposition Business Environment Appendix 21

Strong financial track record 1,20,000 1,00,000 80,000 60,000 40,000 20,000 Total Revenue (Rs. mn) 34,536 91,477 89,076 30,066 62,654 15,944 EBITDA (Rs. mn, RHS) 44,112 38,535 40,000 96,103 1,02,096 32,000 24,000 16,000 8,000 1,60,000 1,20,000 80,000 40,000 Net Debt (Rs. mn) 1.60 1.52 91,191 94,049 1.36 89,205 Net Debt to Equity 1,44,762 1.01 1.48 75,739 2.40 2.00 1.60 1.20 0.80 0.40 - FY12 FY13 FY14 FY15 FY16# 0 - FY12 FY13 FY14 FY15 FY16# - Key financial parameters FY14 FY15 FY16# EBITDA Margin (%) 38.8 40.1 43.2 Return on Avg. Net Worth (%) 11.8 19.2 15.9 EPS (` Per Share) 4.60 8.23 8.88 DPS (` Per Share) 2.00 2.00 2.00 Profit making entity since inception Dividend paying track-record since listing Free cash positive Well capitalised balance sheet/ low gearing ratios Robust financial profile in a challenging environment # FY16 figures have been restated as per IndAS 22

609 600 928 1,407 2,753 1,955 1,689 1,715 1,628 4,525 5,567 4,720 1,194 5,093 4,439 4,649 4,562 16,007 5,969 16,934 Power generation Q3 plant-wise net generation 9M plant-wise net generation -24% 6% -28% -45% -5% -9% -39% -6% -2% Ratnagiri Vijayanagar Barmer Hydro Total Q3 FY16 Q3 FY17 Ratnagiri Vijayanagar Barmer Hydro^ Total 9M FY16 9M FY17 PLF (%) Q3 FY16 Q3 FY17 9M FY16 9M FY17 Ratnagiri 81%(*90%) 59% (*65%) 77% (*83%) 71% (*78%) Vijayanagar 96% 53% 86% 53% Barmer* 85% 85% 84% 85% Hydro^ 24% 24% 36% 62% All figures are in million units * Deemed PLF ^Hydro assets are part of JSW Energy w.e.f. 1 st September, 2015. Hydro net generation numbers exclude free power to HPSEB 23

Power sales break-up Q3 power sales break-up -24% 9M power sales break-up 6% 2,937 49% 699 15% 3,032 51% 3,863 85% 15,000 10,000 5,000 7,405 46% 8,602 54% 4,417 26% 12,517 74% - Q3 FY16 Q3 FY17 9M FY16^ 9M FY17 Long term Short term Long term Short term Q3 FY16 Q3 FY17 9M FY16^ 9M FY17 Average Realization (`/kwh) # 4.01 3.98 4.03 3.59 All figures are in million units. Excludes free power to HPSEB. ^ Hydro assets are part of JSW Energy w.e.f. 1 st September, 2015 # Net of open access charges. Includes deemed generation income. 24

Consolidated financial results ` Crore Q3 FY16 Q3 FY17 Particulars 9M FY16^ 9M FY17 2,627 1,955 Turnover 7,545 6,545 1,174 708 EBITDA 3,300 2,881 45% 36% EBITDA Margin(%) 44% 44% 447 423 Interest 1,061 1,288 240 244 Depreciation 618 731 487 41 Profit Before Tax 1,621 862 309 21 Profit after Tax 1,152 605 1.90 0.13 Diluted EPS (`)* 7.08 3.72 *Not Annualized ^ Hydro assets are part of JSW Energy w.e.f. 1 st September, 2015 Previous period figures have been restated as per IndAS 25

Consolidated financial results USD mn Q3 FY16 Q3 FY17 Particulars 9M FY16^ 9M FY17 387 288 Turnover 1,110 963 173 104 EBITDA 486 424 45% 36% EBITDA Margin(%) 44% 44% 66 62 Interest 156 190 35 36 Depreciation 91 108 72 6 Profit Before Tax 239 127 45 3 Profit after Tax 170 89 0.03 0.002 Diluted EPS (`)* 0.10 0.05 USD/ ` = 67.9547 (RBI reference rate as on Dec 30, 2016) *Not Annualized ^ Hydro assets are part of JSW Energy w.e.f. 1 st September, 2015 Previous period figures have been restated as per IndAS 26

Consolidated financial highlights Particulars Sep 30, 2016 Dec 31, 2016 `Crores USD mn `Crores USD mn Net Worth 10,252 1,509 10,205 1,502 Net Debt 13,738 2,022 14,134 2,080 Net Debt to Equity Ratio (x) 1.34 1.38 Weighted average cost of debt 10.37% 10.26% USD/ ` = 67.9547 (RBI reference rate as on Dec 30, 2016) *Including CWIP and Capital Advances Previous period figures have been restated as per IndAS. 27

Opportunity for organic growth Chhattisgarh: 1,320 MW Kutehr: 240 MW* Land Available Water Available EC Available Land Water EC Available Available Available Ratnagiri: 3200 MW Land Available Water Available EC Pending Vijayanagar: 660 MW* Land Available Water Available EC Available Ratnagiri and Chattisgarh projects on hold, which can be revived with low gestation offering geographical diversification * Under implementation 28

Forward looking and cautionary statement This presentation has been prepared by JSW Energy Limited (the Company ) based upon information available in the public domain solely for information purposes without regard to any specific objectives, financial situations or informational needs of any particular person. This presentation should not be construed as legal, tax, investment or other advice. This presentation is confidential, being given solely for your information and for your use, and may not be copied, distributed or disseminated, directly or indirectly, in any manner. Furthermore, no person is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made, should not be relied upon as having been authorized by or on behalf of the Company. The distribution of this presentation in certain jurisdictions may be restricted by law. Accordingly, any persons in possession of this presentation should inform themselves about and observe any such restrictions. Furthermore, by reviewing this presentation, you agree to be bound by the trailing restrictions regarding the information disclosed in these materials. This presentation contains statements that constitute forward-looking statements. These statements include descriptions regarding the intent, belief or current expectations of the Company or its directors and officers with respect to the results of operations and financial condition of the Company. These statements can be recognized by the use of words such as expects, plans, will, estimates, projects, or other words of similar meaning. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those specified in such forward-looking statements as a result of various factors and assumptions. The risks and uncertainties relating to these statements include, but are not limited to, (i) fluctuations in earnings, (ii) the Company s ability to manage growth, (iii) competition, (iv) (v) government policies and regulations, and (vi) political, economic, legal and social conditions in India. The Company does not undertake any obligation to revise or update any forward-looking statement that may be made from time to time by or on behalf of the Company. Given these risks, uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements. The information contained in this presentation is only current as of its date and has not been independently verified. The Company may alter, modify or otherwise change in any manner the contents of this presentation, without obligation to notify any person of such revision or changes. No representation, warranty, guarantee or undertaking, express or implied, is or will be made as to, and no reliance should be placed on, the accuracy, completeness, correctness or fairness of the information, estimates, projections and opinions contained in this presentation. None of the Company or any of its affiliates, advisers or representatives accept any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation. Please note that the past performance of the Company is not, and should not be considered as, indicative of future results. Potential investors must make their own assessment of the relevance, accuracy and adequacy of the information contained in this presentation and must make such independent investigation as they may consider necessary or appropriate for such purpose. Such information and opinions are in all events not current after the date of this presentation. None of the Company, any placement agent or any other persons that may participate in the offering of any securities of the Company shall have any responsibility or liability whatsoever for any loss howsoever arising from this presentation or its contents or otherwise arising in connection therewith. This presentation does not constitute or form part of and should not be construed as, directly or indirectly, any offer or invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company by any person in any jurisdiction, including in India or the United States, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any investment decision or any contract or commitment therefore. Securities of the Company may not be offered, sold or transferred in to or within the United States absent registration under the United States Securities Act of 1933, as amended (the Securities Act ), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state of other jurisdiction of the United States. The Company s securities have not been and will not be registered under the Securities Act. This presentation is not a prospectus, a statement in lieu of a prospectus, an offering circular, an advertisement or an offer document under the Companies Act, 2013, as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India. 29

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