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Disclaimer: Institutional Placement Programme in India

IMPORTANT: YOU MUST READ AND AGREE WITH THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF NLC INDIA LIMITED (THE “COMPANY”) IN CONNECTION WITH AN INSTITUTIONAL PLACEMENT PROGRAMME (“IPP”), IN ORDER TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”).

This disclaimer applies to all persons who view this site. The following disclaimer applies to the Prospectus for the offer of equity shares ("Securities") of the Company filed with the Registrar of Companies, Tamil Nadu, at Chennai, the BSE Limited and the National Stock Exchange of India Limited (the "Prospectus"). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the information and the Prospectus contained behind these website pages. The Prospectus is available for you to read on screen and to print in PDF format. By accessing such information and the Prospectus, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Prospectus presented herein is placed solely to comply with the provisions of Chapter VIII-A of the SEBI Regulations. The Prospectus presented herein is not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the Securities to any person or class of investors other than qualified institutional buyers (as defined under Regulation 2(1)(zd) of the SEBI Regulations) (“Qualified Institutional Buyers”), referred to therein within or outside India. The offer of securities referred to in the Prospectus is being made by way of an IPP in reliance upon Chapter VIII-A of the SEBI Regulations, and other requisite approvals/exemptions as obtained including the exemptions obtained from the Securities and Exchange Board of India vide letters dated July 4, 2013 and July 17, 2013 and is being made only to Qualified Institutional Buyers outside the United States (with preference being given to (i) Qualified Institutional Buyers belonging to the respective state governments where the generating units of the Company are located in case the of valid ASBA Applications at the same Clearing Prices; and (ii) Mutual Funds and Insurance Companies over other Applicants to the extent of the unsubscribed portion after Allocation to State Applicants as outlined in (i) above or 25% of the aggregate number of Equity Shares issued pursuant to the Issue, whichever is less), and is not an offer or issue to any other class of investors.

You acknowledge that the access to the Prospectus is intended for use by you only and you agree not to forward the Prospectus to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person.

The Equity Shares offered in the IPP have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the securities are being offered and sold only to Qualified Institutional Buyers outside the United States in offshore transactions in reliance on Regulation S of the U.S. Securities Act.

The Prospectus is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company would by virtue of such distribution become subject to new or additional registration requirements. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials.

THE PROSPECTUS MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

INVESTING IN THE SECURITIES DESCRIBED IN THE PROSPECTUS PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE PROSPECTUS PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE SECURITIES DESCRIBED IN THE PROSPECTUS.

Access to the Prospectus has been limited so that it shall not constitute a general advertisement or general solicitation. The information in the Prospectus is as of the date thereof and neither the Company, its directors nor any of the book running lead managers is under any obligation to update or revise the Prospectus to reflect circumstances arising after the date thereof.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, book running lead managers nor any of its affiliates nor their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Prospectus in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Prospectus.

Neither the Company nor the book running lead managers accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this site. Access to this site does not constitute a recommendation by the Company, the book running lead managers or any other party to buy or sell the Securities.

You are reminded that you are accessing the Prospectus on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Prospectus and you must destroy any copies of the Prospectus in your possession.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please do not proceed further.