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Private & Confidential - For Private Circulation Only (This Shelf Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

PUNJ LLOYD LIMITED (PLL) (Originally Incorporated as Punj Lloyd Engineering Private Limited on September 26, 1988

and subsequently name chaneged to Punj Lloyd Private Limited on July 11, 1989 and later converted into a Public Limited Company bearing name Punj Lloyd Limited with effect from July 01, 1992)

Registered Office : 17-18, Nehru Place, New Delhi-110 019 Corporate Office I : 78, Institutional Area, Sector 32, GURGAON 122 001Tel : +91 124 2620123 Fax: +91 124 2620111

Website: www.punjlloyd.com; Contact Person: Mr. Dinesh Thairani, Company Secretary;

Email: dthairani@punjlloyd.com PRIVATE PLACEMENT OF 1500 SECURED REDEEMABLE NON- CONVERTIBLE DEBENTURES (NCDs) OF RS. 10,00,000/- EACH FOR CASH AT PAR AGGREGATING RS.150 CRORE IN ONE OR MORE TRANCHES

GENERAL RISKS: For taking an investment decision, investors must rely on their own examination of the Issue and the Information Memorandum including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

CREDIT RATING: “CARE AA” (pronounced CARE Double AA ) by CARE Limited for Rs. 150 crores long term NCDs indicating “high safety for timely servicing of debt obligations. Such instruments carry very low credit risk”.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

LISTING: The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the Bombay Stock Exchange Limited (“BSE” or the “Stock Exchange”). REGISTRAR TO THE ISSUE: KARVY COMPUTERSHARE PRIVATE LIMITED Address: Karvy House, 46, Avenue 4, Street No. 1 Banjara Hills, Hyderabad 500034 Tel :+91-40-23312454, 23320751/752/251 Fax:+91-40-23311968, 23323049 This schedule under SEBI guidelines dated June 6, 2008 for private placement is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer.

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I. NAME, ADDRESS & REGISTERED OFFICE OF THE COMPANY SUMMARY INFORMATION OF OUR COMPANY

Name: Punj Lloyd Limited.

Registered Office : 17-18, Nehru Place, New Delhi-110 019 Corporate Office I : 78, Institutional Area, Sector 32, GURGAON 122 001Tel : +91 124 2620123 Fax: +91 124 2620111 Website: www.punjlloyd.com;

II. NAME ADDRESS AND OTHER DETAILS OF DIRECTORS ON BOARD AS ON SEPTEMBER 30, 2008

NAME & ADDRESS DESIGNATION Date of appointment as director

1 MR. ATUL PUNJ CHAIRMAN 26.09.1988 10, PRITHVIRAJ ROAD NEW DELHI - 110 011 2 MR. VIMAL KISHORE KAUSHIK MANAGING

DIRECTOR 01.12.1988

S-27/1-D, DLF QUTAB ENCLAVE PHASE-III, GURGAON - 122 002, HARYANA. 3 MR. L CHHABRA DIRECTOR

CORPORATE AFFAIRS

01.07.2001

H-16/4,DLF CITY, PHASE-I, GURGAON - 122 002, HARYANA 4 MR. SCOTT R. BAYMAN INDEPENDENT

DIRECTOR 01.06.2007

40 BEACHSIDE DRIVE # 102 VERO BEACH, FL032963, U.S.A. 5 MR. PAWAN KUMAR GUPTA WHOLE TIME

DIRECTOR 01.06.2007

126 LABURNUM SUSHANT LOK PHASE-I, SECTOR 28 GURGAON, HARYANA. 6 DR. NARESH KUMAR TREHAN INDEPENDENT

DIRECTOR 12.06.2001

B-4, MAHARANI BAGH, NEW DELHI - 110 065. 7 MR. RAJAN JETLEY INDEPENDENT

DIRECTOR 12.06.2001

NO. 9, SHAKUNTALA FARMS, DELHI GURGAON ROAD, NEW DELHI 110 030. 8 MR. SANJAY GOPAL BHATNAGAR INDEPENDENT

DIRECTOR 19.10.2006

101 WEST, 79TH ST. # 24A NEW YORK N.Y. - 10024

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U.S.A. 9 MR. MEHAR KARAN SINGH

INDEPENDENT DIRECTOR

31.10.2007

510, OLYMPUS APARTMENTS, ALTAMONT ROAD, MUMBAI - 400 026. 10 MR. NITEN MALHAN NON EXECUTIVE

DIRECTOR 31.10.2007

112/122, "A" WING SARNATH, WARDEN ROAD, MUMBAI - 400 026. 11 MR. PHIROZ ADI VANDREVALA INDEPENDENT

DIRECTOR 29.09.2008

23, PRITHVIRAJ ROAD, NEW DELHI - 110 003.

III. SUMMARY OF BUSINESS/ ACTIVITIES Corporate Information The Company was incorporated on September 26, 1988 under the Companies Act as Punj Lloyd Engineering Private Limited. In 1989, the Company took over all the activities of the engineering, turnkey and general construction division of the entity that was formerly known as Punj Sons Private Limited. On July 11, 1989, the name of the Company was changed to Punj Lloyd Private Limited. With effect from July 1, 1992, the word ‘Private’ was deleted from the name of the Company under section 43A (1A) of the Companies Act. Subsequently, the Company became a public limited company on July 21, 1992. Our registered office is located at Punj Lloyd House, 17-18 Nehru Place, New Delhi 110 019, India and corporate offices are located at Corporate Office I, 78 Institutional Area, Sector 32, Gurgaon – 122 001 , India and Corporate Office II, 95 Institutional Area, Sector 32, Gurgaon, 122 001 India. We became a public listed company in India on January 6, 2006. Our Shares are listed on the BSE and the NSE. The information on the website www.punjlloyd.com, is not, and should not be construed as, part of this Preliminary Placement Document. In addition, there may be various other websites that use the word “Punj” that do not belong to us. Overview We are one of the largest engineering and construction companies in India providing integrated design, engineering, material procurement, field services, construction and project management services for energy industry and infrastructure sector projects. We provide engineering and construction services for onshore and offshore pipelines, gas gathering systems, oil and gas tanks and terminals including cryogenic Liquefied Natural Gas (“LNG”) and Liquefied Petroleum Gas (“LPG”) storage terminals, process facilities in the oil and gas industry including refineries and for power plant projects. In the infrastructure sector, we have worked on various civil infrastructure projects for highways, flyovers, bridges and elevated railroads. We have also worked on several projects in the telecommunications sector. In addition, we provide value added engineering services for energy industry and infrastructure projects as well as comprehensive plant and facility maintenance and management services. In June 2006, we acquired through our wholly-owned subsidiary Punj Lloyd Pte Ltd. Singapore-based Sembawang Engineers & Constructors Private Limited (“Sembawang”), a 25-year-old design-and-build engineering and construction service provider with core capabilities encompassing design and build capabilities for infrastructure projects, process and plant engineering, heavy civil engineering and building. Sembawang, together with its subsidiaries, is one of South-East Asia's largest engineering and construction companies (outside Japan, China and Korea) with experience spanning across more than 40 countries. The acquisition of Sembawang has enabled us to expand our geographical reach and enhance our capabilities in complementary sectors. With this acquisition, we have added airports, jetties, mass rapid transit (MRT), light rapid transit (LRT), tunneling, sewerage, port and marine facilities, power, and waste water treatment to our infrastructure expertise. With the acquisition of Sembawang, we acquired Simon Carves Limited (“Simon Carves”), a wholly-owned subsidiary of Sembawang. Simon Carves is an established international process engineering contractor with more than 100 years experience. Established in 1896 and with its head office at Manchester in the United Kingdom, Simon Carves provides a full range of engineering services, including feasibility studies, design and engineering, procurement and construction. Simon Carves has executed over 4,000 projects in 40 countries and serves customers in a wide range of industrial and technology fields, including oil and gas, polymers and petrochemicals, refineries, specialty chemicals, chlor-alkali and vinyls, bio-fuels, bio-energy/power and industrial chemicals. Simon Carves is one of the world’s leading contractors for the provision of low-density polyethylene

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(“LDPE”) plants and has completed a total of 39 LDPE plants located on sites throughout Europe, the Middle East, Asia, Africa and the Americas. Our operations are spread across the regions of South Asia, Asia Pacific, the Middle East, the Caspian, Africa and the United Kingdom. We have more than 40 subsidiaries, including Sembawang in Singapore, Simon Carves in the United Kingdom and other subsidiaries in Kazakhstan, Indonesia, the Middle East, Malaysia and China. We have over 18 project and marketing offices, including in the United Kingdom, Tunisia, the Middle East, China and Libya. Over the years, we have been engaged by more than 200 clients to carry out more than 250 projects in over 40 countries, including repeat orders from several major clients in different countries. We have successfully executed projects in South Asia, the Asia Pacific, the Commonwealth of Independent States (formerly the USSR), China, the Middle East, and in Turkey and Georgia, in difficult terrain and extreme climatic conditions. Our successful execution of projects in South Asia and the Asia Pacific region has led to our being awarded major engineering and construction projects in the Middle East and the Caspian region. In the years ended March 31, 2006, 2007 and 2008 our income was Rs.1,368 Crores, Rs.2,305 Crores and Rs. 4,542 Crores., respectively; and our profit was Rs. 35 Crores., Rs.62 Crores and Rs.221 Crores, respectively. Our Order Backlog as of November 01, 2008 was Rs.11,842 Crores. We have received various awards in relation to our performance, including the following: Punj Lloyd Awards: 'Best Infrastructure Company 2008' at NDTV Profit Business Leadership Awards 2008 'Ernst & Young Entrepreneur Award 2007 in Infrastructure and Construction' to Mr Atul Punj, Chairman - Punj Lloyd Group 'One of India's Most Admired Contruction Company' by Construction World, 2008 'For being the second Largest Construction Company' by Contruction World, 2008 From Project Exports Promotion Council of India Maximum Overseas construction contracts secured for Year 2002-03 / 2003-04 / 2004-05 Maximum Foreign works secured in new areas for Year 2002-03 / 2003-04 / 2004-05 Maximum Turnover in Overeas construction contracts for year 2004-2005 / 2006-7 Maximum Value of Overseas construction and engineering projects contracted for year 2005-2006 / 2007 From Greentech Safety/Environment 2004-05/06 - Safety - Gold 2004-05 - Environment Excellence - Gold 2005-06 - Environmental Excellence - Gold 2007 - Safety - Gold 2007 - Environment Excellence - Gold 2008 - Environment Excellence - Platinum 2008 - Safety - Gold We have executed or are working on several landmark projects within and outside India, including on significant pipeline projects such as the Baku-Tbilisi-Ceyhan crude oil pipeline for BP-Botas in Turkey, the KAM oil pipeline project for PetroKazhakstan in Kazakhstan, the 270 kilometer South Sumatra-West Java pipeline project for PGN, Indonesia, the 557 kilometer Kandla-Bhatinda oil pipeline for IOC in India, the 505 kilometer Dahej-Vijaipur gas pipeline project for GAIL, the Uran Trombay oil pipeline project for ONGC, the 332 kilometer Mangalya-Bijwasan pipeline project for BPCL, HPCL’s 330 kilometer Pune-Sholapur pipeline project, 542 kilometers of the Mundra-Delhi pipeline project, the Doha Urban Pipeline Relocations Projects for Qatar Petroleum, pipeline projects on Engineering Procurement and Construction (“EPC”) basis for Sirte Oil Company, Libya, involving a 98.5 kilometer gas pipeline, a 21 kilometer branch pipeline and a 157 kilometer gas pipeline, the Dabhol - Panvel Pipeline Project for GAIL, and the Dahej-Uran pipeline project for GAIL, laying of two 36 inch 211 kms of pipelines from Ras Laffan to Mesaieed in Qatar for Qatar Petorleum. We believe we are one of the few engineering and construction companies

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internationally to have laid 48 inch diameter gas pipelines and to have laid pipelines in shallow water and swampy or marshy terrain. We have undertaken several significant tank and terminal projects including the LNG storage and regasification terminal for the Dabhol project, the LNG storage tank project for Shell at Hazira, the LNG storage tank project for Petronet LNG at Dahej, tanks for the bulk liquid products terminal for Horizon in Singapore, tank projects for PB Tankers in Singapore, tank projects of Abu Dhabi Gas Industries Limited (“GASCO”) for Bechtel in Abu Dhabi, water storage tanks projects for Technip’s Fujairah water and power project and the tank farm project for the Jamnagar refineries for RIL. We are also providing civil, mechanical, piping, electrical and instrumentation, insulation and painting work for off sites and utilities of the Yemen LNG project for Yemen LNG Company. We believe we are one of the few engineering and construction companies internationally to have in-house capability to provide comprehensive mechanical fabrication, erection, pre-stressed wall construction and insulation works for LNG tanks. We have also successfully completed or are working on EPC contracts for various process facility projects including a hydrocracker and hydrogen generation unit at Haldia Refinery for IOC, phase IV of the Peciiko development project in Indonesia, the Vis-breaker unit and sulphur block at the CPCL refineries for Petrofac, the MSQ modernization project for IOC at Haldia in India and the sulphur and utilities package for Siritec Nigi at the IOC refinery at Guwahati in India. We are executing the off-sites and utilities (piping and mechanical erection) project of GASCO for Bechtel in Abu Dhabi and on the EPC contract for fuel handling facilities for New Doha International Airport at Doha, Qatar. We are working on two contracts for 2 X 250 MW thermal power plant stations for Jindal Power Limited at Raigarh in India, and a contract for 2 X 250 MW thermal power plant station for Rajasthan Rajya Vidyut Utapadan Nigam Ltd, Jaipur on an EPC basis. We are also working on a contract for the construction of an LDPE plant in Thailand for PTT Polyethylene Company Ltd. and contracts for IOC’s refinery project at Haldia (West Bengal). In the infrastructure sector, our 17 highway projects include the six/four-lane 77 kilometer Belgaum-Maharashtra highway, the four-lane 62 kilometer Rajasthan RJ-8 highway, the four-lane 32 kilometer Vadodara-Halol toll road project the Thiruvananthapuram city and road improvement project, 578 kilometer road projects for RIDCOR. Along with our joint venture partner, Persys, we are working on the 4.784 kilometer via-duct for the Inderlok - Mundka Corridor of Phase-II for Delhi Metro Rail Corporation, including structural work of four elevated stations. We are also working on the RIDCOR project on Lalsot to Kota Road in Rajasthan (LJ-1), which involves widening of the 195 kilometer stretch of existing road to 2 lanes with a total width of 10.5 meters. In the health sector, we are constructing the building and other infrastructure for Global Health Private Limited for its Institute of Integrated Medical Sciences and Holistic Therapies in Gurgaon (near Delhi). We have also made break through in the offshore segment and received the Heera Redevelopment project from ONGC for construction of 4 new unmanned wellhead platforms. Our Strengths One of the largest engineering and construction companies in India with a strong international presence. Our operations are spread across the regions of South Asia, the Asia Pacific, the Middle East, the Caspian, Africa and the United Kingdom. We have 40 subsidiaries, including Sembawang in Singapore, Simon Carves in the United Kingdom and other subsidiaries in Kazakhstan, Indonesia, the Middle East, Malaysia and China. We have over 18 project and marketing offices, including in the United Kingdom, Tunisia, the Middle East, China and Libya. Over the years, we have been engaged by more than 200 clients to carry out more than 250 projects in over 40 countries, including repeat orders from several major clients in different countries. We have successfully executed projects in South Asia, the Asia Pacific, the Commonwealth of Independent States (formerly the USSR), China, the Middle East, and in Turkey and Georgia. Our experience and operations in these strategically important regions enable us to capitalize on our local experience, established contacts with local clients and suppliers, and familiarity with local working conditions. We believe that we enjoy an established track record for successful completion of projects undertaken by us within tight schedules, in India and our international markets. Our operations are spread across several geographical regions which enable us to achieve operating efficiencies, focus on projects and regions where we can be competitive and obtain adequate margins with the acceptable level of contractual and geo-political risk. Significant experience and strong track record. We have constructed more than 8,000 kilometers of pipelines and six million cubic meters of storage tanks and terminal capacity and have executed 12 refinery modernization projects. In the infrastructure sector, we have executed or are in the process of working on 17 highway projects. We have considerable experience in onshore and offshore pipeline projects and construction projects executed within tight schedules, in extreme climatic conditions and difficult terrain, including swampy and marshy terrain. We believe we are one of the few engineering and construction companies that is equipped with an in-house comprehensive mechanical, civil and insulation work capability for cryogenic LPG and LNG tanks and terminals. Our strong plant construction capabilities enable us to undertake construction of complex process facility projects such as refineries, petrochemical plants, fertilizer plants and gas gathering facilities. Operations in diverse industries and economies. We provide engineering and construction services for (i) oil and gas projects, including pipelines, storage tanks and terminals and process facilities; (ii) power plant projects and civil construction projects, including highways, flyovers, bridges, elevated railroads, ports, MRTs and LRTs, and (iii) specialty sectors like health care and industrial civil infrastructure. In addition, we provide value added engineering services for energy industry and infrastructure projects as well as comprehensive plant and facility maintenance and management services. We have core capabilities in process and plant engineering, heavy civil engineering and building, and we serve energy and chemical customers in a wide range of industrial and technology fields, including oil and gas, polymers and petrochemicals, refineries, specialty chemicals, chlor-alkali

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and vinyls, bio-fuel and bio-energy/power. Our operations in diverse industries enable us to diversify our business and reduce our dependence on any one industry or nature of project. In addition, our operations spread across several geographic regions enable us to decrease our dependence on the economy of, or project activity in, any particular country or region. Long term relationship with reputed clients. We enjoy a leadership position in the engineering and construction industry and have received repeat orders from several of our domestic and international clients despite increased competition. We have worked on projects for leaders in the energy industry such as the ADNOC, Bechtel, BP, Cairn Energy, Parsons Fluor Daniel, Pertamina, Petrofac, PetroKazhakstan, Petroleum Development Oman, Saipem, Shell, Siritec Nigi, Skanska, Skoda, Snamprogetti, Technip, Toyo, Total, TengizChevroil (a Chevron joint venture), Sembawang Cogen Private Limited, McDermott SEA Private Limited, Sembawang Utilities and Terminals Private Limited, BASF-YPC, National Petroleum Company of Iran, Saudi Basic Industries Corporation (“SABIC”), PTT Chemical Company of Thailand, Ineos, Basic Chemicals National Group (“BCNC”) and Gulf Fluor on various international projects. In India, our clients include BHEL, BPCL, CPCL, DPC, Engineers India Limited, Essar Refineries, GAIL, Gujarat Gas, HPCL, IOC, Jindal Power, Kochi Refineries, ONGC, OIL, Nuclear Power Corporation and RIL. On infrastructure projects, we have worked on various projects for NHAI, Kerala Road Fund Board, Vadodara-Halol Toll Road Ltd., DMRC, Land Transport Authority of Singapore, Civil Aviation Authority of Singapore, Public Utilities Board of Singapore and the Ministry of Environment, Singapore. We have worked on various building projects, including projects for National University of Singapore, Chartered Semiconductor Manufacturing, Chartered Silicon Partners, Chartered Semiconductor Manufacturing, Guanzhou Planning Bureau, the Singapore Army, ST Logistics Singapore, Asia Properties Private Limited, Tianjin International, Yangtze Plaza Development Co., First Capital Corp. Group, Ventura Development and Winzest Investment. Well positioned to capitalize on the global demand in the energy industry, infrastructure development and building projects. Internationally, demand for our core engineering and construction services has increased significantly in recent years. The increased demand for energy has resulted in the need to substantially increase exploration, production and distribution in the energy industry. We expect the recent discovery of large oil and gas reserves in various parts of the world, including in India, to increase the demand for pipelines, storage tanks and terminals and process facilities in the oil and gas industry. We believe that we are well positioned to capitalize on this demand in India and internationally, especially following our acquisition of Sembawang and Simon Carves, which enable us to widen our geographical area of operation, as well as offer a wider range of services. Simon Carves is one of the United Kingdom’s leading international process engineering contractors, serving customers in a wide range of industrial and technology fields throughout the world, including oil and gas, refineries and bio-energy. Simon Carves’ services extend from feasibility studies through to full EPC delivery of major projects. Highly qualified and motivated employee base and proven management team. We believe that a motivated and empowered employee base is key to our competitive advantage. As of March 31, 2008, we employed directly or through our subsidiaries and joint ventures, a multinational work force of over 11,500 workforce across group companies, of which approximately 30% were engineers and approximately 25% held engineering diplomas. The skills and diversity of our employees give us the flexibility to best adapt to the most challenging needs of our clients in difficult terrain and climatic conditions by organizing our employees into multi-skilled, multicultural and mobile teams. We are dedicated to the development of the expertise and know-how of our employees. Our personnel policies are aimed towards recruiting talented employees and facilitating their integration into the Company, encouraging the development of their skills. Our Chairman has been associated with the construction industry for more than 25 years and has driven our growth since inception. In addition, our Board includes a strong combination of executive as well as independent members that bring significant international business experience to our Company. Our management team is well-qualified and experienced in the industry. We believe that the combination of our experienced Board and our dynamic, forward looking management team have been key to our success and position us well to capitalize on further growth opportunities. Large fleet of sophisticated construction equipment. We own a large fleet of sophisticated construction equipment including pipe-laying equipment, amphibious equipment for offshore work, automatic welding machines, horizontal directional drilling rigs, barges, swamp excavators, heavy construction equipment, concrete pavers, piling rigs, tunneling equipment, and transportation and camp equipment. We believe that our strategic investment in equipment assets is an advantage as it enables rapid mobilization of high quality equipment. All equipment is subject to scheduled maintenance to maximize fleet readiness. Our equipment assets include 15 spreads (separate sets) of pipeline equipment capable of laying pipelines up to 56 inches in diameter, 12 sets of bitumen road equipment, including 12 hot mix plants and 17 wet mix plants and three sets of concrete road equipment. Our large fleet of equipment assets include side booms, bulldozers, excavators, stone crushers, weigh bridges, motor graders, wheel loaders, compactors, tandem rollers, concrete and asphalt batching plants, sensor pavers, hot mix plants, tippers, crawler cranes with maximum capacity of 650 tons, tire mounted cranes with maximum capacity of 300 tons, tower cranes, transit mixers, truck cranes, 250 and 400 tons pull capacity horizontal directional drilling rigs, automatic and semi automatic welding equipment and piling machinery equipment. Our Business Strategy Key elements of our business strategies include: Continue to expand our operations in India and internationally. Our objective is to expand and enhance our presence in regions where we have previously developed a strong base of operations, such as in South Asia, the Asia Pacific region, the

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Middle East and the Caspian region by capitalizing on our local experience, established contacts with local clients and suppliers, and familiarity with local working conditions. In June 2006, we acquired Sembawang, one of South East Asia’s largest engineering and construction services providers with experience and operations in more than 40 countries and a presence in Singapore, India, China the Middle East, Indonesia and Malaysia. With the acquisition of Sembawang, we acquired Simon Carves, an established international process engineering contractor based in the United Kingdom, which has executed over 4,000 projects in 40 countries and serves international customers in a wide range of industrial and technology fields. In the Asia Pacific region, we intend to leverage our base in Indonesia and our operations in Singapore to expand into neighboring markets such as Vietnam, Thailand and Philippines based on proposed energy industry investments in these countries. Our operations in Kazakhstan and our projects in Turkey and Georgia will also provide us with a platform to increase our presence in the Caspian region. The Caspian region has one of the largest reserves of oil and gas outside the Middle East and several major pipeline networks have been proposed in the Caspian region. We also intend to leverage our experience in the Middle East and continue to focus on projects in the United Arab Emirates, Qatar, Oman and Saudi Arabia and based on specific project opportunities, in other countries in the region. We also intend to strengthen our presence in strategically important locations, such as in Africa and in Central Asia, which have significant oil and gas reserves and enormous potential for large engineering and construction projects in the energy industry and infrastructure sector. We have recently established a regional office in Tunisia, and intend to focus on projects in North Africa including in Algeria, Libya, Mauritania, Egypt as well as other African countries such as Nigeria and Angola. In pursuing our strategies, we seek to identify markets where we believe we can provide cost and operational advantages to our clients and distinguish ourselves from other competitors. In order to expand our operations, we also seek to identify acquisition targets and/or joint venture partners whose resources, capabilities and strategies are complementary to and are likely to enhance our business operations in such regions. Expand our operations to construction projects in other industries and target specific high potential project segments. We intend to target specific project segments and industries where we believe there is high potential for growth and where we enjoy competitive advantages. For example, we intend to capitalize on our experience of working on gas processing facilities and cryogenic LNG terminals to benefit from the significant investments under discussion by our clients in gas gathering, liquefaction, storage and transportation projects. We also intend to leverage our shallow water pipeline experience, our sophisticated amphibious equipment and fabrication/erection skills to capitalize on the potential for offshore projects especially in India, Indonesia and the Middle East, including fabrication of shallow water platforms and installation of equipment on shallow water platforms. To support the growth of our offshore operations, we executed a memorandum of understanding pursuant to which we have agreed to acquire a 25.1% equity interest in Pipavav Shipyard Limited (“Pipavav”) for Rs. 4,030 million. The Pipavav shipyard complex, located on the west coast of India along the Dubai-Singapore sea route, will give us access to fabrication facilities for off-shore platforms, single buoy moorings (SMBs) and rigs. The facility at Pipavav shipyard can also be used for fabrication of vessels for petrochemicals and refineries. The closing of the transaction is subject to corporate and statutory approvals, as well as the satisfaction of certain conditions precedent. See “Risk Factors – We recently announced that we have signed two memoranda of understanding to expand our operations in the areas of shipyard construction and real estate development in India. We cannot be sure that these memoranda of understanding will result in final agreements or that we will be successful in expanding our business in these areas”. We also intend to take advantage of our experience in infrastructure projects and our large equipment base to benefit from the demand for infrastructure projects in India and internationally. We intend to expand our operations in civil infrastructure projects including airport expansion and other civil aviation projects, railways, LRT and metro rail, hydro-electric and thermal power projects, urban and cross-country water pipeline projects, and ports and harbor projects. We also intend to extend our operations to civil/structural works in steel plants and industrial plants as well as commercial complexes including in the healthcare sector. We continue to focus on NHAI cash contracts and BOT contracts preferably on annuity basis as such contracts involve lower risks. In addition, we intend to expand our operations into real estate development in India. On August 2, 2007, we announced that we have executed a memorandum of understanding with the Ramprastha Group for the development of multi-storied residential housing through an equal joint venture between us and the Ramprastha Group. We expect to make an investment in the joint venture of Rs. 1,800 million. The memorandum of understanding contemplates the development by the joint venture of residential apartments in Ghaziabad and Gurgaon in two phases. We expect that Sembawang will be engaged by the joint venture to plan, design and construct the housing developments. Formation of the joint venture is subject to the negotiation and execution of a final agreement on acceptable terms. See “Risk Factors – We recently announced that we have signed two memoranda of understanding to expand our operations in the areas of shipyard construction and real estate development in India. We cannot be sure that these memoranda of understanding will result in final agreements or that we will be successful in expanding our business in these areas”. We intend also to leverage on our extensive spectrum of building and infrastructure project experience in Singapore, such as power, utilities and water treatment plants, and to participate in “public private partnership” (“PPP”) projects. We intend to work with international infrastructure funds and private equity funds to jointly bid for such PPP projects. This form of contract is attractive due to the higher qualification criteria for contractor selection, lower risk and higher margins.

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Finally, we intend to expand our operations by providing onshore integrated drilling services to exploration and production companies in the domestic oil and gas sector through our recently formed subsidiary, Punj Lloyd Upstream Limited (“PLUL”). We expect that PLUL will deploy two onshore drilling rigs by the end of fiscal 2008, with an additional four onshore drilling rigs deployed over the next three fiscal years. We also expect PLUL to reach an employee strength of approximately 350 employees within three years. Based on the business plan of PLUL Rs. 440 million will be contributed to equity capital of PLUL and the balance of PLUL’s funding requirements will be fulfilled through debt financing. Continue to focus on EPC contracts and direct contracts from clients. We intend to continue to concentrate on opportunities in areas where we can be most competitive and obtain robust profit margins with the acceptable level of contractual and geo-political risk. We intend to continue to pursue EPC contracts as such contracts enable us to move up the value chain to become the main contractor on our projects, provide us with the opportunity to bid on a higher number of international projects, deploy our resources more efficiently and improve operating margins. While working on higher value projects may have associated risks, such projects also enable us to reduce operating costs and expenses and benefit from potentially higher margins. For certain large value projects we also plan to form strategic alliances with other experienced and qualified contractors. Substantially all our contracts are obtained through a competitive bidding process. In selecting contractors for major projects, clients generally limit the tender to contractors they have pre-qualified based on several criteria including experience, technological capacity and performance, reputation for quality, safety record, financial strength and bonding capacity, and size of previous contracts in similar projects, although price competitiveness of the bid is the most important selection criterion. Pre-qualification is key to our winning major projects and we continue to use our marketing efforts to pre-qualify with major energy conglomerates and infrastructure development agencies and entities. We intend to capitalize on our considerable construction experience to bid for and win larger contracts. We also intend to continue to strengthen our engineering capabilities to enable us to win more technically complex turnkey projects. Continue to focus on health, safety and environment standards. We intend to continue to concentrate on opportunities in areas where we can be most competitive and obtain robust profit margins with the acceptable level of contractual and geo-political risk. We intend to continue to pursue EPC contracts as such contracts enable us to move up the value chain to become the main contractor on our projects, provide us with the opportunity to bid on a higher number of international projects, deploy our resources more efficiently and improve operating margins. While working on higher value projects may have associated risks, such projects also enable us to reduce operating costs and expenses and benefit from potentially higher margins. For certain large value projects we also plan to form strategic alliances with other experienced and qualified contractors. Substantially all our contracts are obtained through a competitive bidding process. In selecting contractors for major projects, clients generally limit the tender to contractors they have pre-qualified based on several criteria including experience, technological capacity and performance, reputation for quality, safety record, financial strength and bonding capacity, and size of previous contracts in similar projects, although price competitiveness of the bid is the most important selection criterion. Pre-qualification is key to our winning major projects and we continue to use our marketing efforts to pre-qualify with major energy conglomerates and infrastructure development agencies and entities. We intend to capitalize on our considerable construction experience to bid for and win larger contracts. We also intend to continue to strengthen our engineering capabilities to enable us to win more technically complex turnkey projects. Further enhance our engineering and design capabilities. With the acquisition of Simon Carves, which is one of the United Kingdom’s leading international process engineering contractors, we have strengthened our industrial and technology engineering capabilities. We intend to leverage Simon Carves’ capabilities to enable us to provide value added engineering services for more technically complex EPC projects. In addition, Simon Carves will help us to deliver specialized engineering and design consultancy services, including for pipeline projects, compressor stations, 3-D modeling, offshore platforms, gas process facilities, LNG and LPG terminals and power plants. We intend to leverage our engineering capabilities to provide value added engineering services to other engineering and construction companies in these markets. In addition, Simon Carves India Limited, a wholly-owned subsidiary of Punj Lloyd Limited, provides engineering services for oil and gas projects, and plans to expand its operations to provide these services to the auto, aviation and other industries. Develop and maintain strong relationships with our clients and strategic partners. Our services are significantly dependent on engineering and construction projects of large Indian and international energy conglomerates and infrastructure projects undertaken by governmental authorities or international and multilateral development finance institutions. Our business is also dependent on developing and maintaining strategic alliances with EPC contractors, certain of whom we intend to explore entering into joint ventures, consortia or sub-contract relationships for specific projects. We also intend to establish strategic alliances and share risks with companies whose resources, skills and strategies are complementary to and are likely to enhance our business opportunities, including the formation of joint ventures and consortia to achieve competitive advantage.

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INDUSTRY OVERVIEW The information in the section below has been derived, in part, from various public and private publications or obtained from communications with government agencies in India. This information has not been prepared or independently verified by us, the Lead Manager or any of our or their respective affiliates or advisors. The information may not be consistent with other information compiled within or outside India. Overview of the Engineering Construction Industry Engineering construction activity is integral to the energy industry, infrastructure and industrial development and involves engineering construction services for pipelines, storage terminals and processing facilities, urban infrastructure, townships, highways, bridges, roads, railroads, ports, airports, and power systems. A significant part of the global engineering construction activity is concentrated in the oil and gas industry, the power sector and the metals and mining sector and is dominated by a few industry majors. The Indian construction industry is approximately US$70 billion in size expected to grow to US$120 billion by 2010. It is also the largest employer in India after the agriculture sector. This sector is witnessing high growth spurred by the large spends on ongoing infrastructure development projects. The nodal agencies for sectors intrinsic to the Indian construction industry and the government have ambitious infrastructure development plans. Indian engineering construction companies have recorded high growth rates in the last few years from significant activity in the power sector, transportation, petroleum and urban infrastructure. In recent years, the Government’s focus and sustained increased budgetary allocation and increased funding by international and multilateral development finance institutions for infrastructure development in India has resulted in or is expected to result in several large infrastructure projects in this region. Oil and Gas Industry Demand for engineering construction services in the oil and gas industry is dependent on the level of exploration, production, storage, refining and transportation activity in this industry and the corresponding capital spending by oil and gas conglomerates. Construction projects in the oil and gas industry include exploration rigs and platforms, refineries and other processing facilities, tanks and terminals for storage of oil and gas and derivative products and pipelines for transportation of such products. The oil and gas sector has been one of the key focus areas of the EPC industry. Of the global construction market of US$264 billion (excluding building construction) in 2004, 30% was on account of the energy industry. Construction in the energy sector in India is directly linked to the level of exploration activities, transportation of oil and natural gas and refining/processing of oil and gas in India and globally. The level of these activities is in turn primarily dependent on current and anticipated oil and natural gas prices. The supply and demand for oil and natural gas and general economic conditions are crucial indices that determine these prices. Global and Domestic Oil Trends According to the International Energy Agency (“IEA”), the global demand for oil is expected to average 84.5 million barrels per day in 2006 and 86.1 million barrels per day in 2007. Overall, world demand is estimated to have grown by 0.9% or 0.8 million barrels per day in 2006, and is expected to rise by 2.0% in 2007, or 1.7 million barrels per day. Global oil demand growth is expected to be somewhat less buoyant in 2007 but nonetheless sustained. A slower US expansion than anticipated will not necessarily significantly decrease oil demand growth. Most of the forecast growth is driven by transportation fuels which are income and price-inelastic in the short term. Total oil product demand in the OECD in 2006 and 2007 is expected to be at 49.2 million barrels per day and 49.6 million barrels per day, respectively. Gasoline demand was primarily supported by North America, where inland deliveries increased by 2.1%. Non-OECD oil product consumption is estimated at 35.2 million barrels per day in 2006, a growth of 3.5% from 2005 and forecast to reach 36.6 million barrels per day in 2007, a growth of 3.7% from 2006. This upward adjustment is particularly significant among several key consuming countries, including Nigeria, Indonesia, Singapore, Venezuela and Former Yugoslavia, among others, where demand turned out to be much stronger than previously anticipated. Global Oil Demand By Region

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Source: International Energy Agency; Oil Market Report; June 2007 Global and Domestic Natural Gas Trends Natural gas and coal remain the most important fuels for electricity generation, together accounting for 80% of the total increment in world electricity generation from 2004 to 2030. According to the U.S. Department of Energy’s International Energy Outlook (2007) report (the “IEO”), natural gas is projected to be the fastest growing energy source for electricity generation. Natural gas is considered to be a cheaper and more environment-friendly substitute for crude oil. The IEO estimates that the consumption of natural gas will increase during 2004 to 2030 by almost 64%, from 99.6 trillion cubic feet to 163.2 trillion cubic feet.

Source : Energy Information Administration, International Energy Outlook 2007 On a regional basis, non-OECD Europe and Eurasia regions are more reliant on natural gas than any other region in the world. Russia is second only to the United States in total natural gas consumption, with demand totaling 16.0 trillion cubic feet in 2004. Other countries of non-OECD Europe and Eurasia met 44% of their combined total energy needs with natural gas in 2004, consuming 8.5 trillion cubic feet which is expected to more than triple to 27.4 trillion cubic feet in 2030. Led by demand in China and India, natural gas consumption in non-OECD Asia is projected to expand by 4.6% per year on average from 2004 to 2030. In both India and China, natural gas is currently a minor fuel in the overall energy mix, representing only 3% and 8% respectively, of total primary energy consumption in 2004. India is expanding infrastructure to facilitate consumption and imports of gas. In the mid-term, India’s gas consumption is projected to grow at an average annual rate of 6.2% per year from 2004 to 2015. As international natural gas prices gain acceptance in India, and as supplies from the Krishna-Godavari basin come on line around 2010, domestic natural gas supply is expected to catch up with currently underserved demand and also expand to serve new demand. Natural gas consumption in Africa is projected to grow at an average annual rate of 3.3% from 2004 to 2030, compared with average yearly growth rates of 2.7% for oil and 1.6% for coal. Gas consumption is expected to surpass coal consumption by 2025, with oil remaining the dominant fuel throughout the projection period. Incremental growth in Africa’s gas demand from 2002 to 2025 is projected to be fairly even across sectors, with the industrial, residential, and electric sectors each accounting for around one-third of total growth. Significant flaring of associated gas is still common in Africa because of the remoteness of much of the

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production and a lack of infrastructure to use all the associated gas produced. Despite continuing instability in some countries of the region, the investment climate in Africa appears to be welcoming to foreigners, with investments planned for Egypt, Libya, Algeria, Nigeria, and other parts of West Africa. Natural gas is projected to retain its dominant position in the Middle East’s power sector, with 2.5% average annual growth over the period 2004-2030. Gas demand is expected to increase more than any other energy source by 2030 (an increase of 64% over the 2004-2030 period according to the International Energy Agency). According to the International Energy Agency, the gas market and, in particular, LNG demand, should grow from 150 billion cubic meters per year in 2002 to 680 billion cubic meters per year in 2030, an increase of 350%. Significant numbers of new LNG liquefaction plants and LNG receiving terminal projects are proposed worldwide and are in various stages of development. Committed LNG EPC projects will yield substantial growth in worldwide LNG liquefaction capacity. This trend is expected to continue through 2007 and beyond according to the International Energy Agency. Exploration and development of gas fields, including bringing new fields on stream and sustaining output at existing fields, will absorb more than half of total gas investment, which is estimated by the International Energy Agency to be in the region of US$105 billion per year. Consequently, a large number of new cross-border high-pressure pipelines and LNG processing and transportation facilities will need to be built as supply chains grow longer. Domestic transmission and distribution networks will also need to be developed in new gas markets and will need to be expanded in established markets. Among the end-use sectors, the industrial sector remains the largest consumer of natural gas worldwide, accounting for 43% of the world’s total projected natural gas consumption in 2030. With world oil prices expected to remain high relative to historical levels throughout the projection period, natural gas is projected to displace liquids in the industrial sector to some extent. Industrial use of natural gas is projected to increase at an average annual rate of 1.9 %t from 2004 to 2030, as compared with an average increase of 1.1% per year for liquids consumption in the industrial sector. Global Biofuels and Renewables The production of bioethanol is a key component in the European Union’s (EU) strategy to limit the world’s dependency on fossil fuels and reduce greenhouse gas emissions. The EU has endorsed a 10% binding minimum target to be achieved by all Member States for the percentage content of biofuels in overall EU transport fuels by 2020. Within this framework, the UK Government has announced that from April 2008 it will be introducing the Renewable Transport Fuels Obligation (“RTFO”). The RTFO will set a mandatory target of 5% of transportation fuels to be made up of biofuels by 2010. The increased demand for biofuels within the EU is reflected throughout the world. The US Department of Energy has forecast that biofuels will serve between 20-30% of the US fuel transport market by 2020. The International Energy Agency predicts that biofuels will account for up to 30% of the global fuel transport market by 2050. Environmental, political, economic and legislation are all factors stimulating the huge potential demand for biofuels. Continued growth in the sector is expected to be resistant to any future potential drop in oil prices. Interest and potential investment in biofuels on a global scale is expected to provide companies with the capabilities to design and construct these facilities with significant future capital project opportunities throughout the world. The Energy Industries Council recently reported that the global investment in biofuels is likely to exceed US$100billion over the next 20 years.

Power sector in India The power industry in India has been characterized by energy shortages. In fiscal 2004, demand for electricity exceeded supply by an estimated 7.1% in terms of total requirements and 11.2% in terms of peak demand requirements. Although power generation capacity has increased substantially in recent years, it has not kept pace with the growth in demand or the growth of the economy generally. According to the United Nations, India has one of the lowest electricity consumption levels in the world. Per capita electricity consumption is over 612 kWh per year while the world average is 2,516 kWh per year and OECD average is 8,204 kWh per year. The following graph shows the gap between the total requirement for electricity and the total amount of electricity made available from fiscal 2000 to fiscal 2007.

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420,235

497,890

548,115578,511

522,537545,983 559,264

519,398

483,350467,400

450,594

623,587

480,430

687,374

631,024

591,373

507,216

446,584

300000

400000

500000

600000

700000

1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07*

(Ene

ry in

MU

)

Availability Requirement

Source: Ministry of Power *2006-07 figure annualized based on April ’06-January ’07 figure Capacity growth has not kept pace with demand, due to inadequate investment and the poor financial health of the state electricity boards. In addition to the existing shortage, the demand for power is also expected to grow as the economy grows. According to the Ministry of Power, the Government, the electricity demand increases by 1.5% for every 1% increase in the GDP, which translates to an annual increase in electricity demand of more than 10%. Investments required for building capacity to such magnitude are expected to be high. The Government has undertaken significant measures to restructure the power industry in India to attract investment, including measures to restructure the state electricity boards and improve their financial condition. In addition, the Government has liberalized policies relating to the generation and distribution sectors. The Planning Commission has allocated a total of approximately Rs.1,433,990 million of investment in the power sector for the 10th plan period, which triples the total plan figure in the 9th plan period. The following tables set forth certain information with respect to outlay and expenditure for the five-year plans of the Government: PLANWISE OUTLAY (US$ Mn)

Plan I II III IV V VI VII VIII IX X Power 97 105 252 604 1,801 4,757 8,462 19,652 30,747 66,735 Overall 511 1,185 1,999 3,926 9,700 23,630 44,444 107,185 212,148 366,452

PLANWISE EXPENDITURE (US$ Mn)

Plan I II III IV V VI VII VIII IX - Power 64 110 309 724 1,827 4,518 9,357 18,930 27,242 - Overall 484 1,136 2,118 3,896 9,735 26,985 54,007 119,866 199,657 -

Investment in Energy Industry The International Energy Agency estimates that more than US$16 trillion, or US$550 billion a year, needs to be invested in energy-supply infrastructure worldwide over the three decades to 2030. The average annual rate of investment is projected to rise from US$455 billion in the decade 2001-2010 to US$632 billion in the decade 2021-2030. Approximately, 51% of investment in production is estimated to be made to replace existing and future capacity. Almost half of total energy investment is estimated to take place in developing countries, where production and demand are expected to increase most. Total investments in the oil and gas sectors will each amount to more than US$3 trillion, or around 19% of global energy investment.

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The following chart sets forth certain information relating to the estimated investment in the different project segments in the energy industry: World Energy Investment 2001-2030

Source: International Energy Agency; IEA Working Party on Fossil Fuels; May 2004 The following chart sets forth certain information relating to the estimated investment in the energy industry in different geographical regions: Energy Investment by Region 2001-2030

Source: International Energy Agency; IEA Working Party on Fossil Fuels; May 2004 India is expected to significantly contribute to the expected expenditure. The IEA has estimated that India will receive investment in the energy industry of approximately US$900 billion over the next 25 years. Further there are also private energy majors such as Cairn Energy and Reliance that have committed to make significant investments in the energy industry in India. Africa is estimated to receive over US$1,200 billion of investment in the energy industry over the next 25 years accounting for more than 7% of global investment over the same period; the Middle East region during the same period has been projected to receive investments in the energy industry of over US$1,000 billion, which would constitute almost 6% of global investment over the next 25 years. Europe is expected to account for approximately US$2,000 billion in the corresponding period and receive over 12% of global investment in the energy industry. The IEA has further estimated that over the period 2001-2030, cumulative investment in the global natural gas supply chain would to amount to US$3.1 trillion, or US$105 billion per year. Of this investment, exploration and development of gas fields, including bringing new fields on stream and sustaining output at existing fields, has been projected to absorb more than half of total gas investment. Capital needs in the downstream have been slated to total US$1.4 trillion with a large number of new cross-border high-pressure pipelines and LNG processing and transportation facilities estimated to be built as supply chains grow longer. The IEA has consequently predicted that domestic transmission and distribution networks will be developed in new gas markets and will need to be expanded in established markets with an increasing share of investment going to LNG supply.

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The following chart sets forth certain information relating to estimated investments in different project segments in the global gas industry: Global Gas Investment

Source: International Energy Agency; IEA Working Party on Fossil Fuels; May 2004 Engineering Construction in the Energy Industry There is expected to be an increase in the volumes of transportation facilities in the oil and gas industry. The diameter, operating pressure and length are the key technical parameters influencing pipeline construction costs while the topography of the terrain to be crossed also affect costs. The components of the cost of building pipelines are material, labor and rights of way. Other key factors determining the final cost are the degree of competition among contracting companies and safety and environmental regulations. The cost of building onshore pipelines has risen over the last decade due to higher labor and rights of way costs. On the other hand, technological advances have pushed down the cost of materials and labor in offshore pipeline, reducing unit costs. This factor has been of less significance in the onshore pipeline construction, where technology is more mature. According to Global Construction Review 2005 (Supplement to Pipeline and Gas Technology), operators are constructing, planning, or studying the feasibility of building approximately 72,924 miles of crude oil, natural gas and refined products pipelines throughout the world, to meet growing energy demand. Several mega projects have either been recently completed or are nearing completion, including long-distance projects such as China’s nearly 2,500-mile West-East natural gas pipeline, and the 1,120-mile BTC crude oil pipeline. In the U.S., other large-scale projects have been completed or are nearing completion, including the 380-mile Cameron Oil Highway project, the 500-mile Mardi Gras project and the 380-miles Cheyenne Plains natural gas pipeline project. Nevertheless, there are numerous major pipeline projects being planned and built. As has been true in recent years, natural gas dominates worldwide pipeline construction activity, at 55,838 miles planned and underway - nearly 77% of the world total. Crude oil lines are second to natural gas, with 13,715 miles, approximately 18.8% of the world total. Refined product lines are third at 2,237 miles, or 3% of the total. Others consist of primarily NGL and blended bitumen lines, with 1,134 miles, comprising approximately 1.6% of the world total. Some of the key regional onshore and offshore trends are identified below. The IEA has estimated that in 2030, 75% of all gas transmission pipelines will be found in the mature gas markets of North America, Europe and the transition economies - a decrease from 90% at present. The North American market will account for almost a quarter of global pipeline additions, driven by rising demand and a shift in supply sources as existing mature basins are depleted, new domestic sources are tapped and LNG terminals are built. In this context transition economies will need to expand their export pipeline systems, mainly to Europe, and build new lines to the Far East, while emerging Asian and Latin American markets will also need to expand rapidly their gas transportation infrastructure. The IEA further anticipates that producers in the Middle East and Africa will build new transmission lines not only for export but also to meet growing domestic demand; and offshore pipelines will increase in proportion to onshore, since an increasing volume of production is expected to come from offshore fields with more export lines being built offshore. Length of Transmission Pipes

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Source: International Energy Agency; IEA Working Party on Fossil Fuels; May 2004 The Far East continues to outpace other countries and regions in total pipeline mileage, with approximately 18,151 miles being planned and built. Even with the completion of the West-East pipeline, other major ongoing projects keep this region in the lead. Europe, defined here to include the Caspian Sea region, is second at 15,326 miles. Onshore, work is ongoing on the US$900-million South Caucasus pipeline project, designed to move natural gas from the Sangachal terminal in Azerbaijan through Georgia to the Turkish border. It will run with 428 miles of 42 inches diameter pipes. Much of the European pipeline activity is taking place offshore. The South Pacific comes in third, at 9,145 miles. This figure is driven by multiple natural gas pipeline projects being planned in Australia and Indonesia. The United States is fourth, at 8,552.8 miles, and Canada is fifth, at 6,027 miles. Increasingly, the largest North American pipeline projects involve both the U.S. and Canada. The Middle East is sixth, at 4,851 miles, with the bulk of the activity focused on a natural gas pipeline being built from Egypt to Jordan; and the Dolphin natural gas pipeline project, which is also making progress. Africa comes in seventh, at 4,555 miles. One of the major projects in Africa notable here is the US$590-million West Africa natural gas pipeline project. South America comes in eighth, at 3,436 miles, driven largely by multiple natural gas pipeline projects being developed by Brazil’s Petrobras. The combined Mexico/Caribbean region comes in ninth, at 2,880 miles. This figure is driven largely by plans for long-distance offshore pipelines that would move natural gas and re-gasified LNG from Trinidad & Tobago to Florida, and some plans for natural gas pipelines, and LNG-related pipelines, in Mexico. The following table sets forth certain information relating to the length of offshore and onshore pipelines in different geographical regions: Length of Transmission Pipelines: Offshore and Onshore

Source: Global Construction Review 2005 The strong growth of the Indian economy and infrastructure and the resulting increased demand in the energy industry has resulted in the need to develop an efficient distribution network for oil and natural gas transportation. The use of natural gas in the energy industry is also expected to increase significantly. The current low per capita usage of pipes in India, the recent discovery of large oil and gas reserves in various parts of India, the Government’s decision to permit oil retailing by the private sector and the proposed national pipeline grid formulated by GAIL and infrastructure development project of other major players in the energy industry in India are expected to increase engineering construction activity in the Indian energy industry.

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In response to the recent privatization initiatives of the Government, large oil and natural gas companies in India including IOC, RIL, Essar Oil, BPCL and ONGC have commenced oil and natural gas exploration and transportation infrastructure projects. Certain of these companies also propose to establish dedicated distribution networks. More specifically, investment in oil and natural gas pipeline infrastructure in India is likely to be influenced by the Government’s decision to permit oil retailing by the private sector that is expected to transpire into approximately 10,000 retail outlets set up by RIL, Essar Oil and Shell. ONGC has also recently received Government approval for setting up retail outlets. These are expected to result in an extensive pipeline infrastructure to cater to these retail outlets. In addition, BPCL proposes to expand its existing Mumbai-Manmad-Indore oil pipeline to Delhi to cater to the demand in north India, which accounts for nearly 40% of India’s product demand. RIL proposes to set up six new pipelines with a combined length of 5,895 kilometers over the next several years at an approximate cost of Rs.45.75 billion. The diagram below indicates the oil pipeline grid in India with existing and proposed pipelines:

Source: Business World, October 6, 2003 The demand for and the supply of natural gas in India is also expected to increase in the next several years. According to industry reports, the supply of natural gas in India is only 70 million metric standard cubic meters per day (“mmscmd”), as compared to a demand of 117 mmscmd. This demand is expected to grow to 166 mmscmd by 2007. Increased demand for natural gas in India is also expected to result in the need for an extensive gas transportation pipeline infrastructure. The growth of an extensive gas pipeline infrastructure in India is also expected to result from the discovery of gas reserves of about 7 trillion cubic feet off Kakinada in Andhra Pradesh in 2002 by Reliance. Reliance is also in the process of developing a 2,000 kilometer gas pipeline to cater to the mining industry in Goa and the gas demand in south India, and also proposes to add a spur to Mumbai to cater to the industrial belt in the region, estimated at 45 mmscmd in 2005-2006. Reliance proposes to set up another gas pipeline from Cuttack in Orissa, where it is exploring gas in the NEC-OSN field, to its refinery at Jamnagar in Gujarat. GAIL also proposes to lay 7,000 kilometers of pipelines at a cost of Rs.180,000 million over the next several years to provide gas on tap wherever there is enough demand from the industry. The Dahej-Uran pipeline will feed the Uran industrial belt near Mumbai, which has projects like IPCL and ONGC. Gujarat State Petronet Limited, a subsidiary of the Gujarat government-owned Gujarat State Petroleum Corporation Limited, is also implementing a 742 kilometer gas grid offering gas transportation services on an open access basis. Refineries

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India presently has 18 oil refineries with a total capacity of 127.37 million tons per annum. There are three major grass roots refinery projects on the anvil with BPCL planning one of these and HPCL and IOC planning one refinery project each. In addition Essar is already in the process of constructing a refinery. These projects are Bina Refinery (BPCL and Oman Oil Company); Guru Gobind Singh Refineries (HPCL); Paradip Refinery (IOC); and Essar Refinery, Vadinar. There are also various refineries undergoing capacity expansion such as at the IOCL’s Panipat Refinery and Haldia refinery. Significant investment is being made in building and expanding the capacity of refineries. Apart from capacity-expansion projects, the refineries will also investments to make them compatible with new environmental norms in order to make them compliant with Bharath Stage-II, Euro-III, Euro IV norms. The diagram below indicates the natural gas pipeline grid in India with existing and proposed pipelines.

Source: Business World, October 6, 2003 Infrastructure Industry The Indian infrastructure industry has witnessed tremendous growth in the past few years. The Government’s focus and sustained increased budgetary allocation and increased funding by international and multilateral development finance institutions for infrastructure development in India has resulted in or is expected to result in several large infrastructure projects in this region. The Government has developed various alternate sources of raising funding for infrastructure projects, including the levy of cess on petrol and diesel, which is being used to fund the road projects such as the Golden Quadrilateral and the North-South-East-West corridors. The Government is actively engaged in raising funds from multi-lateral financial development institutions such as the World Bank, IFC and ADB, to promote various projects in India. There are also various initiatives being taken to encourage private sector participation, such as tax breaks for investments in infrastructure. It has also devised return schemes attractive to private participants, such as annuity payments and capital gains tax incentives in road projects. According to the Confederation of Indian Industry (“CII”), increased investment in infrastructure has led to an increase in the activities of the construction industry, and the industry is riding a growth wave, which was reflected in the financial results of some of the leading contractors in India that experienced between 30% to 100% growth rates in fiscal 2005. India ranks 12th and accounts for 1.75% of the world market for construction sector. The construction sector in India, accounting for 5% of the GDP, is the second highest employer after agriculture, and provides direct or indirect employment to about 32 million people. Investment in infrastructure construction is expected to increase by 11% in the medium term, driven by investments in roads, irrigation, water supply and sanitation and power segments, and total investment in the construction sector is expected to grow at a

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CAGR of 17% on account of the upsurge witnessed in investments in industrial construction activities, driven by metals, oil and gas and the textiles sector. (US$ Mn) FY05-FY06 FY07-FY08 CAGRIndustrial construction investments 4,840 11,309 53%

Infrastructure construction investments 31,852 39,160 11%

Total construction investments 36,691 50,494 17% Source : CRISIL Research Dec 2006 There is a clear increase in fund allocations for the infrastructure sector in the 10th plan (2002-2007) by the Planning Commission, most of which are to be spent in the construction sector. The CII has stated that the Indian construction industry has the potential to emerge as a front-runner in the global construction industry. The Government has therefore made a significant commitment to infrastructure development and has been mandated by the World Bank to invest the bulk of the proposed aid of US$3 billion in the infrastructure sector. Consequently, apart from augmenting public sector investment into infrastructure, the Government has introduced a series of reforms to attract private sector participation allowed 100% foreign direct investment in the construction sector. The Government’s emphasis on the infrastructure sector is evident from fund allocations budgeted in its various Five-Year Plans.

(IXth Plan:1997-2002, Xth Plan: 2002:2007, XIth Plan: 2007:2012) Source: Planning Commission Highways in 1991, the Government Sector Since liberalization, India has accorded development of infrastructure a “thrust area status.” The increase in infrastructure development is most evident in the roads segment with India now having more than three million kilometers of roads. However, only about 2-3% of roads are four lanes although roads account for more than 70% of freight movement and 85% of passenger traffic within the country. The bulk of this is on the national highways, which carry almost 40% of the traffic despite constituting less than 2% of aggregate traffic. According to the NHAI data, the country presently has approximately 3.3 million kilometers of road network, which is believed to be the second largest road network in the world. Industry commentators have broken down this network as follows:

Source: NHAI Industrialization of the country has induced a traffic growth of 8-12% per year on many sections of national highways and this growth trend is expected to continue.

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The setting up of NHAI and the proposal to set up an expressway authority and central road fund has assisted in the development of roads. The introduction of cess on fuel was an important initiative that provided impetus to improvement and expansion of the road network. The Ministry of Commerce has indicated that India requires total investment in roads to the extent of US$40 billion. Since the government does not have the resources to make such investments on its own, it has implemented initiatives such as Build Operate Transfer (BOT) and annuity projects that are designed to encourage private participation in roads. The private sector participation in highways consequently experienced gradual growth. As of now BOT projects in an amount of Rs.31 billion and annuity projects worth Rs.22 billion have been awarded to the private sector. With favorable policy framework in place and specific measures by the Government to augment finance, the road and highway sector presents an important opportunity in India. In order to improve mobility, the Government has undertaken projects to strengthen high density corridors. The National Highway Development Project (NHDP) is the main initiative and consists of two projects: the four to six laning of the Golden Quadrilateral and construction of the North-South-East-West corridor. Improvement in connectivity to 10 major ports is also on the agenda. The National Highway Development Project (NHDP) has two major projects to develop highways: the Golden Quadrilateral and the North-South-East-West corridor. The 5,846 km-long Golden Quadrilateral will connect the country’s four main metros (Mumbai, Delhi, Chennai and Calcutta), and is nearing completion. The 7,300 km-long North-South-East-West corridor will connect Srinagar to Kanyakumari and Silchar to Porbandhar and is expected to be completed by 2009. These two projects will constitute a 13,146 km network of four-and six laned highways that will provide road connectivity to major ports. Construction Sector in Singapore The Singapore economy registered strong growth in the second quarter of 2007. Real gross domestic product (GDP) rose by 8.2% on a year-on-year basis in the second quarter, up from 6.4% in the previous quarter. On a quarter-on-quarter seasonally adjusted annualized basis, real GDP grew by 12.8% following 8.5% in the first quarter.

Source: Ministry of Trade and Industry Singapore The upswing in the property market and the robust growth in the economy continued to infiltrate positive sentiment among developers. The construction sector in Singapore expanded by 9.7% in the first quarter of 2007, its strongest growth in 9 years. Construction demand also posted a healthy growth of 11.8%, mainly driven by the robust increase in the private sector construction demand as a result of property upturn and favorable economic conditions. The current market prices of sand and granite soared up due to disruption to the supplies since February 2007. However, the release of government stockpile and opening up of distant sources by importers have stabilized the supply situation. The escalating prices are expected to soften in the coming quarters. The first quarter of 2007 started with a firm volume of construction orders, totaling US$3.9 billion with a year-on-year growth of 11.8%. The expansion was contributed largely by the US$2.9 billion private sector construction demand, which posted a 23.5% growth over the same quarter last year. The public sector construction demand, on the other hand, shrank by 12.5% over the same period to US$991 million. The slowdown from the corresponding quarter of last year was purely due to the decline in the institutional and other building construction demand. The construction sector is estimated to have expanded by 17.9% in the second quarter, up further from 11.8% in the previous quarter. The following chart reflects the year-on-year change in construction orders :

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Source: BCA, Singapore A majority of the demand in civil engineering construction continued to be fuelled by SP Powergrid’s cabling projects and PSA Corporation’s berth and stacking yard construction. In the private sector, except for its civil engineering projects, growth in all other development types was more broad-based, with the strongest expansion coming from industrial projects. On-going construction of various oil storage terminals, high specification manufacturing plants, and petrochemical complexes continued to prop up the building output. Acoording to some industry analyst Singapore’s construction spending is forecast to hit US$ 55 billion by 2011, buoyed by contracts for integrated resorts, and petrochemical plants at Jurong Island. Further, construction orders are set to reach a high by mid-2008, surpassing the previous cyclical peak of US$ 23 billion in 1997. Corporate History and Structure Punj Lloyd Limited was originally incorporated as Punj Lloyd Engineering Private Limited on September 26, 1988. Punj Lloyd Engineering Private Limited was formed through the transfer of the engineering, turnkey and general construction division of the former Punj Sons Private Limited. This entity in turn formed part of the Punj group of companies which trace their origins to 1954. Punj Lloyd Engineering Private Limited was subsequently renamed on July 11, 1989 as Punj Lloyd Private Limited. With effect from July 1, 1992, the word “Private” was deleted from the name of the Company under section 43A(1A) of the Companies Act. Subsequently, the Company became a public limited company on July 21, 1992. In June 2006, we acquired 88% of the issued share capital of Sembawang from SembCorp Industries Limited (“SembCorp”) pursuant to a Share Purchase Agreement dated June 2, 2006. In October 2006, we acquired the remaining 12% shareholding of Sembawang from SembCorp. The total purchase price, after certain adjustments, was Rs. 1109.77 million. We paid the purchase price in cash, which was financed through the proceeds of an aggregate US$125,000,000 of foreign currency convertible bonds that we issued in April, 2006. Sembawang was established in 1982 to undertake various key national development projects by the Singapore government and has grown to become one of the largest turnkey contractors in South East Asia. Through the acquisition of Sembawang, we also acquired Sembawang’s wholly-owned subsidiary, Simon Carves. Simon Carves’ history dates back to 1896 when it was founded in Stockport, Cheshire in the United Kingdom. Simon Carves initially carried out projects in the key industries of that time, such as coal handling, flour milling and the development of ports and harbors. Simon Carves evolved into one of the United Kingdom’s leading international process engineering contractors, serving customers in a wide range of industrial and technology fields throughout the world. We have following subsidiaries, including Sembawang in Singapore, Simon Carves in the United Kingdom and other subsidiaries in Kazakhstan, Indonesia, the Middle East, Malaysia and China. We also have joint venture companies. Our subsidiaries and joint ventures are as specified as under: a) Subsidiaries Name of the Company Spectra Punj Lloyd Limited Punj Lloyd Industries Limited (Formerly known as Spectra Infrastructure Limited) Atna Investments Limited Spectra Punjab Limited PLN Construction Limited

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Spectranet Limited Punj Lloyd International Limited Punj Lloyd Kazakhstan, LLP PT Punj Lloyd Indonesia Punj Lloyd Pte. Ltd. (w.e.f. June 02, 2006) Simon Carves India Limited (w.e.f. December 13, 2006)* Punj Lloyd Infrastructure Limited (w.e.f. April 04, 2007) Punj Lloyd Upstream Limited (w.e.f. April 04, 2007) Punj Lloyd Aviation Limited (w.e.f. May 25, 2007)

b) Step down Subsidiaries

Name of the Company Spectranet Holdings Limited Sembawang Engineers and Constructors Pte. Ltd. @ PT Sempec Indonesia @ Sembawang Development Pte Ltd @ PT Synergy Technology Construction @ PT Indo Precast Utama @ PT Indo Unggul Wasturaya @ Wuxi Sinlian Precast Manufacturing Co. Ltd @ SembCorp (Tianjin) Construction Engineering Co. Ltd @ Construction Technology Pte Ltd @ Contech Trading Pte Ltd @ PT Contech Bulan @ Construction Technology (B) Sdn Bhd @ SembCorp (Hebei) Building Materials Co. Ltd @ Sembawang Infrastructure (Mauritius) Ltd @ Sembawang Infrastructure (India) Pvt Ltd @ Sembawang-JTCI (China) Pte Ltd @ Sembawang Construction Pte Ltd @ SC Architects and Engineers Pte Ltd @ Sembawang (Malaysia) Sdn Bhd @ Jurubina Sembawang (M) Sdn Bhd @ Simon-Carves Limited @ Sembawang Simon-Carves Limited De Mexico @ Sembawang Engineers and Constructors Middle East FZE @ Simon Carves Singapore Pte. Ltd. (w.e.f. April 16, 2007) Punj Lloyd Oil & Gas Malaysia Sdn. Bhd. (w.e.f. August 28, 2007) Sembawang Bahrain SPC (w.e.f. August 9, 2007) Sembawang Precast System LLC (w.e.f. July 4, 2007)

c) Joint Ventures- Jointly controlled Entities / Operations

Name of the Company Punj Lloyd-Progressive Constructions JV

Persys-Punj Lloyd JV

Punj Lloyd-PT Punj Lloyd Indonesia JV

Punj Lloyd – Limak JV

Punj Lloyd – Sunil Hi-tech Engineers JV (w.e.f. April 29, 2005) Whessoe Oil & Gas Ltd - Punj Lloyd JV (w.e.f. May 19, 2006)* Total-CDC-DNC Joint Operation @ Kumagai-Sembawang-Mitsui Joint Venture @ Kumagai-SembCorp Joint Venture @ Philipp Holzmann-SembCorp Joint Venture @ Kumagai-SembCorp Joint Venture (DTSS) @ Semb-Corp Daewoo Joint Venture @ Sime Engineering Sdn Bhd Sembawang Malaysia Sdn Bhd Joint Venture @ Sime Engineering Sdn Bhd SembCorp Malaysia Sdn Bhd Joint Venture @

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i) Jointly Controlled Entities

ii) Jointly Controlled Operations

d) Associates i) Associate of a Subsidiary

Name of the Company

Gaitry Cable Network Private Limited (Associate of Spectranet Limited (Refer Note No (v)))

ii) Associates of Step down Subsidiaries

Name of the Company City Vision Pvt. Ltd Shitul Engineering Pvt. Ltd Sunstar Network & Technologies Pvt. Ltd Dot Com Holdings Pvt. Ltd Satellite Vision Pvt. Ltd (Refer Note No (v)) Reliance Contractors Private Limited @ Ventura Development (Myanmar) Pte Ltd @ Regional Hotel Pte Ltd. @ Realand Pte Ltd @ Reco Sin Han Pte Ltd @

* These entities have been incorporated / formed during the year. Our Key Subsidiaries Sembawang Engineers and Constructors Private Limited In June 2006, we acquired through our wholly-owned subsidiary Punj Lloyd Pte Ltd., Singapore-based Sembawang, a 25-year-old design-and-build engineering and construction service provider with core capabilities encompassing design and build capabilities for infrastructure projects, process and plant engineering, heavy civil engineering and building. Sembawang, together with its subsidiaries, is one of South-East Asia's largest engineering and construction companies (outside Japan, China and Korea) with experience spanning more than 40 countries. It has core competencies in designing and building large infrastructure projects, civil engineering, process and plant engineering and buildings with certificates of ISO 9001, ISO 14001 and OHSAS 18001 for quality, environmental and safety, respectively. Sembawang has carried out a broad range of infrastructure projects, including airports, jetties, MRT/LRT, tunneling, sewerage, port and marine facilities, power, waste water treatment, and other urban infrastructure projects. Sembawang was established in 1982 to undertake various key national development projects by the Singapore government, including the construction of Changi International Airport, road networks, the MRT/LRTs, deep tunnel sewage systems and underground storage caverns.

Name of the Company

Thiruvananthpuram Road Development Company Limited

Asia Drilling Services Limited (Joint Venture of Punj Lloyd International Ltd.)

Kaefer Punj Lloyd Limited (formerly Punj Lloyd Insulation Limited (w.e.f. September 22, 2006) (Refer Note No. (i)) Swissport Punj Lloyd India Private Limited (w.e.f. December 01, 2006)*

Dayim Punj Lloyd Construction Contracting Company Ltd (w.e.f. September 27, 2006)* SYNA Petrochemical Engineering Company (Iran) @

Ramprastha Punj Lloyd Developers Private Limited (w.e.f August 13, 2007)

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In the year ended December 31, 2005, Sembawang’s income was Rs. 29,079.45 million. In connection with the acquisition of Sembawang by Punj Lloyd Limited, Sembawang changed its fiscal year end to March 31 commencing in 2006. Its income for the 15 months from January 1, 2006 through March 31, 2007 was Rs. 30,959.34 million and for the year ended 31st march, 2008 was Rs. 27,552.00 million. In the year ended December 31, 2005, Sembawang earned a consolidated profit for the year of Rs. 22.54 million. For the 15 months ended March 31, 2007, Sembawang earned a consolidated profit of Rs. 172.91million, and Rs. 507.00 million for the year ended March 31, 2008. Simon Carves Limited Simon Carves is an established international process engineering contractor with more than 100 years experience. Established in 1896 and with its head office in Manchester in the United Kingdom, Simon Carves provides a wide range of services from master planning and feasibility studies through design and construction to revamping and de-bottlenecking projects. Simon Carves has executed over 4,000 projects in 40 countries and serves customers in a wide range of industrial and technology fields, including oil and gas, polymers and petrochemicals, refineries, specialty chemicals, chlor-alkali and vinyls, bio-fuels, bio-energy/power and industrial chemicals. Simon Carves has offices in the United Kingdom, India, Russia, the Middle East and Asia. Its project services skills include feasibility studies, capital cost estimates, design contracts, project management, project control, procurement, construction management, process engineering services and full contract execution. Simon Carves is one of the world’s leading contractors for the provision of LDPE plants and has provided a total of 39 plants located on sites throughout Europe, the Middle East, Asia, Africa and the Americas. Sulphuric acid plants have been one of Simon Carves’ core technologies for almost 100 years, having now built over 350 sulphuric acid plants ranging from small modular units to world scale plants. In addition, Simon Carves has leveraged its long established capability in the design and construction of process facilities to develop a leading position in the delivery of capital projects in the rapidly emerging biofuels and renewables sectors. Simon Carves has recently been engaged by the Ensus Group to design and construct one of the world’s largest wheat derived bio-ethanol production facility, which will be the first to be built in the United Kingdom. In the year ended December 31, 2005, Simon Carves’ income was Rs. 14,245.00 million. In connection with the acquisition of Sembawang by Punj Lloyd Limited, Simon Carves changed its fiscal year end to March 31 commencing in 2006. Its income for the 15 months from January 1, 2006 through March 31, 2007 was Rs. 12,372.80 million and for the year ended 31st march, 2008 was Rs. 14,045.90 million.. In the year ended December 31, 2005, Simon Carves earned a consolidated profit of Rs. 16.28 million. For the 15 months ended March 31, 2007, Simon Carves earned a consolidated profit / (loss) of Rs. 154.66 million, and Rs. (51.34 million) for the year ended March 31, 2008. Simon Carves India Limited Simon Carves India Limited (“SCIL”) was incorporated in December 2006. SCIL is a full spectrum design and detailed engineering services company, leveraging Simon Carves’ engineering expertise and strong brand-equity together with the low cost advantage of India. SCIL employs approximately 450 engineers and designers and provides design and detailed engineering services, including 2D and 3D modeling in various disciplines. SCIL is skilled in providing web-based engineering project management and reporting platforms, IP protection, data privacy security, IT governance and project execution. It services various sectors including oil and gas processing, offshore facilities, petrochemicals and chemicals, refineries, cross country pipelines and LNG/LPG terminals and storage tanks. SCIL is currently setting up a new engineering center in Abu Dhabi. Some Key Events in the History of the Company: Date Event July 6, 1983 The former construction division of Punj Sons was awarded a pipeline-laying contract for the

Mumbai-Pune product pipeline by Hindustan Petroleum Corporation. September 26, 1988

The Company was incorporated under the name of Punj Lloyd Engineering Private Limited.

January 2, 1989 The registered office of the Company was changed from M 13, Connaught Place, New Delhi 110 001 to Punj House, 10/1 Nehru Enclave (East), New Delhi 110 019.

July 11, 1989 The name of the Company was changed to Punj Lloyd Private Limited. November 1, 1989 The registered office of the Company was changed to Punj Lloyd House, 17-18 Nehru Place, New

Delhi 110 019. July 1, 1992 The name of the Company was changed to Punj Lloyd Limited. August 11, 1992 The Company was awarded an overseas contract in the Asia Pacific region by PT Trihasra

Bimanusha Tunggal/Pertamina. This involved laying a pipeline in Indonesia. September 11, The Company laid its longest stretch of pipeline of approximately 557 kilometers (the Kandla-

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1993 Bhatinda pipeline) for Skoda and Indian Oil Corporation. September 11, 1995

The Company was awarded an EPC contract by Oil India Limited and Triune Projects in Rajasthan in the oil and gas sector.

February 10, 1995 The Company was awarded a large diameter gas pipeline contract by the Gas Authority of India Limited.

January 18, 1996 The Company was awarded a contract in Malaysia for laying a multi-product pipeline for Kumpunan Juri Teknik Sdn. Bhd., NKK Corporation and Nichimen corporation.

June 20, 1997 The Company was awarded a contract for construction of low temperature storage of LPG and propylene for the Jamnagar refinery of Reliance Industries Limited by Reliance Petroleum Limited and Bechtel, UK.

September 3, 1997 The Company was awarded a contract for laying of optic fiber cable in Madhya Pradesh for Bharti Telenet Limited.

April 1, 1998 The Company was awarded an EPC contract in the oil and gas refining sector for Indian Oil Corporation’s MTBE plant at its Gujarat refinery.

January 31, 1998 The Company was awarded an EPC contract in the desulphurization program of the Indian Oil Corporation’s Mathura refinery.

December 22, 1998

The Company was awarded a contract for construction of a liquefied natural gas storage and regasification terminal at Dabhol by Skanska Cementation International Limited and Enron, USA.

January 22, 1999 The Company was awarded the contract for the Vadodara-Halol toll road project for the National Highway Authority of India, its first road project.

September 14, 1999

The Company was awarded a contract for laying and installation of a pipeline for GAIL and Engineers India Limited.

September 25, 2001

The Company was awarded a contract for the Belgaum-Maharashtra road project for NHAI.

May 31, 2002 The Company was also awarded an EPC pipeline contract in offshore terrain in Indonesia by PT Perusahaan Gas Negara, Indonesia.

June 13, 2002 The Company was awarded a project in the Caspian region for KAM Pipeline, Kazakhstan. September 20, 2002

The Company was awarded a pipeline contract in the Eurasian region for the Baku-Tblisi-Cheyan pipeline by Botas Petroleum Pipeline Corporation, Turkey and ILF Consulting Engineers.

February 11, 2004 The Company was awarded a contract in Oman by Petroleum Development Oman LLC. September 29, 2004

The Company issued and allotted Equity Shares for consideration other than cash to the shareholders of Spectra Net Limited pursuant to a scheme of arrangement and demerger between Spectra Net Limited, the Company and Atna Investments Limited, which was approved by the High Court of Delhi.

February 16, 2005 The Company was awarded an EPC contract to construct a tank in the Asia Pacific region at Singapore by Horizon Terminals Pte. Limited and Jurong Consultants Pte. Limited.

April 17, 2005 The Company was awarded a contract for a thermal power project by Jindal Power in Raigarh. January 6, 2006 The shares of the Company were listed on the BSE and NSE February 21, 2006 Awarded construction of Infrastructure for Global Health Private Limited for its Institute of

Integrated Medical Sciences and Holistic Therapies in Gurgaon March 9, 2006 Awarded the EPC Contract for fuel handling facilities for New Doha International Airport at

Doha, Qatar April 7, 2006 Issue of Foreign Currency Convertible Bonds May 12, 2006 Awarded Dahej Uran Pipeline Project May 12, 2006 Joint Venture in Saudi Arabia with Prince Khalid Bin Bandar Bin Sultan June 2, 2006 Acquisition of SembCorp Engineers & Constructors (SEC) Singapore, which includes, Simon

Carves (A subsidiary of SEC) June 6, 2006 Awarded completion of balance work of the top of the jetty facilities at Dabhol LNG Terminal June 8, 2006 Received fourth RIDCOR project in Rajasthan June 15, 2006 Awarded Delhi Metro Project for Elevated via-duct and four stations December 4, 2006

Unveils the new corporate identity (new logo)

July 30, 2007 Punj Lloyd ventures into Integrated Drilling Services August 3, 2007 Acquired stake in Pipavav Shipyard Limited. Forays into Real Estate Development with

Ramprastha Group March 7, 2008 Punj Lloyd led Consortium awarded the largest pipeline project in Malaysia worth US$ 500

million (Rs 2015 crores) June 3, 2008 Acquired 74% stake in Technodyne International, UK

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June 5, 2008

Inks pact with ST Kinetics, Singapore for manufacture of Defence Equipment

September 22, 2008

Punj Lloyd Upstream bags first drilling contract in Libya

December 4, 2008

MOU with Thorium Power for exploring nuclear energy space

Our Strengths Significant experience and strong track record. We have constructed more than 8,000 kilometers of pipelines and six million cubic meters of storage tanks and terminal capacity and have executed 12 refinery modernization projects. In the infrastructure sector, we have executed or are in the process of working on 17 highway projects. We have considerable experience in onshore and offshore pipeline projects and construction projects executed within tight schedules, in extreme climatic conditions and difficult terrain, including swampy and marshy terrain. We believe we are one of the few engineering and construction companies that is equipped with an in-house comprehensive mechanical, civil and insulation work capability for cryogenic LPG and LNG tanks and terminals. Our strong plant construction capabilities enable us to undertake construction of complex process facility projects such as refineries, petrochemical plants, fertilizer plants and gas gathering facilities. We have undertaken several highly challenging engineering and construction projects, such as the 505 kilometer 42 inch diameter Dahej-Vijaipur pipeline which was completed within a span of nine months, the Baku-Tbilisi-Ceyhan crude oil pipeline for BP-Botas in Turkey, the MSQ refinery project at Haldia for IOC and the lowering of 21 kilometers of pipeline in a single day of the 48 inch gas export pipeline project at Oman. We have also completed several of our projects ahead of schedule. Through Sembawang, we have completed many landmark projects in Singapore, including the road link from Keppel Terminal Avenue to Sentosa Island, the Yio Chu Kang Expressway Interchange, the Bukit Timah Expressway, the Kallang Paya Lebar Expressway from ECP to Nicholl Highway and the Kallang Paya Lebar Expressway from Nicholl Highway to PIE. We have also completed the Changi Airport Terminal II extension, the Changi aircraft taxiway, runway and parking apron, portions of the Singapore East-West, North-South and North-East MRT lines (including the Simei, Tampines, Pasir Ris stations and viaducts, the Newton, Potong Pasir and Boon Keng stations and tunnels and the Changi Airport station) and the Students’ Housing Development for the National University of Singapore. We also completed construction of over 2,700 residential apartments in the Mediterranean Gardens project and villas at the Jumeirah Islands project for Nakheel Properties in Dubai. Our subsidiary, Simon Carves, with its long track record in engineering and construction, has carried out many prestigious projects over the years in various industry sectors. It is recognized as one of the world’s leading contractors in LDPE plants, having executed 39 plants located on sites throughout the world. Simon Carves also has proven capabilities in other sectors of the chemical industry and, more recently, in bio-fuels. One of the largest engineering and construction companies in India with a strong international presence. Our operations are spread across the regions of South Asia, the Asia Pacific, the Middle East, the Caspian, Africa and the United Kingdom. We have 40 subsidiaries, including Sembawang in Singapore, Simon Carves in the United Kingdom and other subsidiaries in Kazakhstan, Indonesia, the Middle East, Malaysia and China. We have over 18 project and marketing offices, including in the United Kingdom, Tunisia, the Middle East, China and Libya. Over the years, we have been engaged by more than 200 clients to carry out more than 250 projects in over 40 countries, including repeat orders from several major clients in different countries. We have successfully executed projects in South Asia, the Asia Pacific, the Commonwealth of Independent States (formerly the USSR), China, the Middle East, and in Turkey and Georgia. Our experience and operations in these strategically important regions enable us to capitalize on our local experience, established contacts with local clients and suppliers, and familiarity with local working conditions. We believe that we enjoy an established track record for successful completion of projects undertaken by us within tight schedules, in India and our international markets. Our operations are spread across several geographical regions which enable us to achieve operating efficiencies, focus on projects and regions where we can be competitive and obtain adequate margins with the acceptable level of contractual and geo-political risk. Long term relationship with reputed clients. We enjoy a leadership position in the engineering and construction industry and have received repeat orders from several of our domestic and international clients despite increased competition. We have worked on projects for leaders in the energy industry such as the ADNOC, Bechtel, BP, Cairn Energy, Parsons Fluor Daniel, Pertamina, Petrofac, PetroKazhakstan, Petroleum Development Oman, Saipem, Shell, Siritec Nigi, Skanska, Skoda, Snamprogetti, Technip, Toyo, Total, TengizChevroil (a Chevron joint venture), Sembawang Cogen Private Limited, McDermott SEA Private Limited, Sembawang Utilities and Terminals Private Limited, BASF-YPC, National Petroleum Company of Iran, Saudi Basic Industries Corporation (“SABIC”), PTT Chemical Company of Thailand, Ineos, Basic Chemicals National Group (“BCNC”) and Gulf Fluor on various international

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projects. In India, our clients include BHEL, BPCL, CPCL, DPC, Engineers India Limited, Essar Refineries, GAIL, Gujarat Gas, HPCL, IOC, Jindal Power, Kochi Refineries, ONGC, OIL, Nuclear Power Corporation and RIL. On infrastructure projects, we have worked on various projects for NHAI, Kerala Road Fund Board, Vadodara-Halol Toll Road Ltd., DMRC, Land Transport Authority of Singapore, Civil Aviation Authority of Singapore, Public Utilities Board of Singapore and the Ministry of Environment, Singapore. We have worked on various building projects, including projects for National University of Singapore, Chartered Semiconductor Manufacturing, Chartered Silicon Partners, Chartered Semiconductor Manufacturing, Guanzhou Planning Bureau, the Singapore Army, ST Logistics Singapore, Asia Properties Private Limited, Tianjin International, Yangtze Plaza Development Co., First Capital Corp. Group, Ventura Development and Winzest Investment. Well positioned to capitalize on the global demand in the energy industry, infrastructure development and building projects. Internationally, demand for our core engineering and construction services has increased significantly in recent years. The increased demand for energy has resulted in the need to substantially increase exploration, production and distribution in the energy industry. We expect the recent discovery of large oil and gas reserves in various parts of the world, including in India, to increase the demand for pipelines, storage tanks and terminals and process facilities in the oil and gas industry. We believe that we are well positioned to capitalize on this demand in India and internationally, especially following our acquisition of Sembawang and Simon Carves, which enable us to widen our geographical area of operation, as well as offer a wider range of services. Simon Carves is one of the United Kingdom’s leading international process engineering contractors, serving customers in a wide range of industrial and technology fields throughout the world, including oil and gas, refineries and bio-energy. Simon Carves’ services extend from feasibility studies through to full EPC delivery of major projects. The sustained growth witnessed in, and the Government’s focus and sustained increased budgetary allocation for, the infrastructure sector, together with increased funding by international and multilateral development finance institutions for infrastructure projects have also resulted in an increased demand for engineering and construction services for infrastructure projects in India. In addition, Sembawang operates a fully integrated, multi-disciplined design organization with a complete range of engineering and project management skills. Services range from feasibility studies, front-end design, to complete detailed design and procurement, construction and site development. With the acquisition of Sembawang and Simon Carves, we believe we are well positioned to serve the high-growth infrastructure and building markets of India, China, South East Asia and the Middle East. Highly qualified and motivated employee base and proven management team. We believe that a motivated and empowered employee base is key to our competitive advantage. As of March 31, 2007, we employed directly or through our subsidiaries and joint ventures, a multinational work force of over 3,600 full-time employees, of which approximately 30% were engineers and approximately 25% held engineering diplomas. In addition, as of such date, we employed more than a 6,200 strong temporary contract labor on our project sites. As of March 31, 2007, approximately 35% of our 3,600 full-time employees were located outside India. The skills and diversity of our employees give us the flexibility to best adapt to the most challenging needs of our clients in difficult terrain and climatic conditions by organizing our employees into multi-skilled, multicultural and mobile teams. We are dedicated to the development of the expertise and know-how of our employees. Our personnel policies are aimed towards recruiting talented employees and facilitating their integration into the Company, encouraging the development of their skills. Our Chairman has been associated with the construction industry for more than 25 years and has driven our growth since inception. In addition, our Board includes a strong combination of executive as well as independent members that bring significant international business experience to our Company. Our management team is well-qualified and experienced in the industry. We believe that the combination of our experienced Board and our dynamic, forward looking management team have been key to our success and position us well to capitalize on further growth opportunities. Large fleet of sophisticated construction equipment. We own a large fleet of sophisticated construction equipment including pipe-laying equipment, amphibious equipment for offshore work, automatic welding machines, horizontal directional drilling rigs, barges, swamp excavators, heavy construction equipment, concrete pavers, piling rigs, tunneling equipment, and transportation and camp equipment. We believe that our strategic investment in equipment assets is an advantage as it enables rapid mobilization of high quality equipment. All equipment is subject to scheduled maintenance to maximize fleet readiness. Our equipment assets include 15 spreads (separate sets) of pipeline equipment capable of laying pipelines up to 56 inches in diameter, 12 sets of bitumen road equipment, including 12 hot mix plants and 17 wet mix plants and three sets of concrete road equipment. Our large fleet of equipment assets include side booms, bulldozers, excavators, stone crushers, weigh bridges, motor graders, wheel loaders, compactors, tandem rollers, concrete and asphalt batching plants, sensor pavers, hot mix plants, tippers, crawler cranes with maximum capacity of 650 tons, tire mounted cranes with maximum capacity of 300 tons, tower cranes, transit mixers, truck cranes, 250 and 400 tons pull capacity horizontal directional drilling rigs, automatic and semi automatic welding equipment and piling machinery equipment. Operations in diverse industries and economies.

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We provide engineering and construction services for (i) oil and gas projects, including pipelines, storage tanks and terminals and process facilities; (ii) power plant projects and civil construction projects, including highways, flyovers, bridges, elevated railroads, ports, MRTs and LRTs, and (iii) specialty sectors like health care and industrial civil infrastructure. In addition, we provide value added engineering services for energy industry and infrastructure projects as well as comprehensive plant and facility maintenance and management services. We have core capabilities in process and plant engineering, heavy civil engineering and building, and we serve energy and chemical customers in a wide range of industrial and technology fields, including oil and gas, polymers and petrochemicals, refineries, specialty chemicals, chlor-alkali and vinyls, bio-fuel and bio-energy/power. Our operations in diverse industries enable us to diversify our business and reduce our dependence on any one industry or nature of project. In addition, our operations spread across several geographic regions enable us to decrease our dependence on the economy of, or project activity in, any particular country or region. Our Business Strategy Our strategic objective is to continue to improve on and consolidate our position as a leading international engineering and construction company. We intend to achieve this by implementing the following strategies: Continue to expand our operations in India and internationally. Our objective is to expand and enhance our presence in regions where we have previously developed a strong base of operations, such as in South Asia, the Asia Pacific region, the Middle East and the Caspian region by capitalizing on our local experience, established contacts with local clients and suppliers, and familiarity with local working conditions. In June 2006, we acquired Sembawang, one of South East Asia’s largest engineering and construction services providers with experience and operations in more than 40 countries and a presence in Singapore, India, China the Middle East, Indonesia and Malaysia. With the acquisition of Sembawang, we acquired Simon Carves, an established international process engineering contractor based in the United Kingdom, which has executed over 4,000 projects in 40 countries and serves international customers in a wide range of industrial and technology fields. In the Asia Pacific region, we intend to leverage our base in Indonesia and our operations in Singapore to expand into neighboring markets such as Vietnam, Thailand and Philippines based on proposed energy industry investments in these countries. Our operations in Kazakhstan and our projects in Turkey and Georgia will also provide us with a platform to increase our presence in the Caspian region. The Caspian region has one of the largest reserves of oil and gas outside the Middle East and several major pipeline networks have been proposed in the Caspian region. We also intend to leverage our experience in the Middle East and continue to focus on projects in the United Arab Emirates, Qatar, Oman and Saudi Arabia and based on specific project opportunities, in other countries in the region. We also intend to strengthen our presence in strategically important locations, such as in Africa and in Central Asia, which have significant oil and gas reserves and enormous potential for large engineering and construction projects in the energy industry and infrastructure sector. We have recently established a regional office in Tunisia, and intend to focus on projects in North Africa including in Algeria, Libya, Mauritania, Egypt as well as other African countries such as Nigeria and Angola. In pursuing our strategies, we seek to identify markets where we believe we can provide cost and operational advantages to our clients and distinguish ourselves from other competitors. In order to expand our operations, we also seek to identify acquisition targets and/or joint venture partners whose resources, capabilities and strategies are complementary to and are likely to enhance our business operations in such regions. Focus on performance and project execution. We have developed a good reputation for undertaking challenging engineering and construction projects and completing projects ahead of schedule. We intend to continue to focus on performance and project execution in order to maximize client satisfaction. Our global experience enables our engineering teams to incorporate best practices from different geographic regions. We leverage advanced technologies, designs and project management tools to increase productivity and maximize asset utilization in capital intensive construction activities. Through our comparatively lower cost center of operations in India, we continue to optimize operating and overhead costs to maximize our operating margins. We operate in six distinct geographic regions: South Asia, the Asia Pacific, the Middle East, the Caspian, Africa and the United Kingdom. To meet our clients’ expectations and reflect our focus on our international business, we intend to continue to invest in and strengthen our information and communication technology infrastructure to maintain world class delivery of engineering solutions to our clients. We intend to continue to develop our strategic “centers of excellence” to focus on specific project segments, such as offshore works, pipeline construction, compressor stations, LNG terminals and process facilities and to provide centralized support services.

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Expand our operations to construction projects in other industries and target specific high potential project segments. We intend to target specific project segments and industries where we believe there is high potential for growth and where we enjoy competitive advantages. For example, we intend to capitalize on our experience of working on gas processing facilities and cryogenic LNG terminals to benefit from the significant investments under discussion by our clients in gas gathering, liquefaction, storage and transportation projects. We also intend to leverage our shallow water pipeline experience, our sophisticated amphibious equipment and fabrication/erection skills to capitalize on the potential for offshore projects especially in India, Indonesia and the Middle East, including fabrication of shallow water platforms and installation of equipment on shallow water platforms. To support the growth of our offshore operations, we executed a memorandum of understanding pursuant to which we have agreed to acquire a 25.1% equity interest in Pipavav Shipyard Limited (“Pipavav”) for Rs. 4,030 million. The Pipavav shipyard complex, located on the west coast of India along the Dubai-Singapore sea route, will give us access to fabrication facilities for off-shore platforms, single buoy moorings (SMBs) and rigs. The facility at Pipavav shipyard can also be used for fabrication of vessels for petrochemicals and refineries. The closing of the transaction is subject to corporate and statutory approvals, as well as the satisfaction of certain conditions precedent. See “Risk Factors – We recently announced that we have signed two memoranda of understanding to expand our operations in the areas of shipyard construction and real estate development in India. We cannot be sure that these memoranda of understanding will result in final agreements or that we will be successful in expanding our business in these areas”. We also intend to take advantage of our experience in infrastructure projects and our large equipment base to benefit from the demand for infrastructure projects in India and internationally. We intend to expand our operations in civil infrastructure projects including airport expansion and other civil aviation projects, railways, LRT and metro rail, hydro-electric and thermal power projects, urban and cross-country water pipeline projects, and ports and harbor projects. We also intend to extend our operations to civil/structural works in steel plants and industrial plants as well as commercial complexes including in the healthcare sector. We continue to focus on NHAI cash contracts and BOT contracts preferably on annuity basis as such contracts involve lower risks. In addition, we intend to expand our operations into real estate development in India. On August 2, 2007, we announced that we have executed a memorandum of understanding with the Ramprastha Group for the development of multi-storied residential housing through an equal joint venture between us and the Ramprastha Group. We expect to make an investment in the joint venture of Rs. 1,800 million. The memorandum of understanding contemplates the development by the joint venture of residential apartments in Ghaziabad and Gurgaon in two phases. We expect that Sembawang will be engaged by the joint venture to plan, design and construct the housing developments. Formation of joint venture is subject to the negotiation and execution of a final agreement on acceptable terms. See “Risk Factors – We recently announced that we have signed two memoranda of understanding to expand our operations in the areas of shipyard construction and real estate development in India. We cannot be sure that these memoranda of understanding will result in final agreements or that we will be successful in expanding our business in these areas”. We intend also to leverage on our extensive spectrum of building and infrastructure project experience in Singapore, such as power, utilities and water treatment plants, and to participate in “public private partnership” (“PPP”) projects. We intend to work with international infrastructure funds and private equity funds to jointly bid for such PPP projects. This form of contract is attractive due to the higher qualification criteria for contractor selection, lower risk and higher margins. Finally, we intend to expand our operations by providing onshore integrated drilling services to exploration and production companies in the domestic oil and gas sector through our recently formed subsidiary, Punj Lloyd Upstream Limited (“PLUL”). We expect that PLUL will deploy two onshore drilling rigs by the end of fiscal 2008, with an additional four onshore drilling rigs deployed over the next three fiscal years. We also expect PLUL to reach an employee strength of approximately 350 employees within three years. Based on the business plan of PLUL Rs. 440 million will be contributed to equity capital of PLUL and the balance of PLUL’s funding requirements will be fulfilled through debt financing. Continue to focus on EPC contracts and direct contracts from clients. We intend to continue to concentrate on opportunities in areas where we can be most competitive and obtain robust profit margins with the acceptable level of contractual and geo-political risk. We intend to continue to pursue EPC contracts as such contracts enable us to move up the value chain to become the main contractor on our projects, provide us with the opportunity to bid on a higher number of international projects, deploy our resources more efficiently and improve operating margins. While working on higher value projects may have associated risks, such projects also enable us to reduce operating costs and expenses and benefit from potentially higher margins. For certain large value projects we also plan to form strategic alliances with other experienced and qualified contractors. Substantially all our contracts are obtained through a competitive bidding process. In selecting contractors for major projects, clients generally limit the tender to contractors they have pre-qualified based on several criteria including experience, technological capacity and performance, reputation for quality, safety record, financial strength and bonding capacity, and size of previous contracts in similar projects, although price competitiveness of the bid is the most important selection criterion. Pre-qualification is key to our winning major projects and we continue to use our marketing efforts to pre-qualify with major energy conglomerates and infrastructure development agencies and entities. We intend to capitalize on our considerable construction experience to bid for and win larger contracts. We also intend to continue to strengthen our engineering capabilities to enable us to win more technically complex turnkey projects.

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Further enhance our engineering and design capabilities. With the acquisition of Simon Carves, which is one of the United Kingdom’s leading international process engineering contractors, we have strengthened our industrial and technology engineering capabilities. We intend to leverage Simon Carves’ capabilities to enable us to provide value added engineering services for more technically complex EPC projects. In addition, Simon Carves will help us to deliver specialized engineering and design consultancy services, including for pipeline projects, compressor stations, 3-D modeling, offshore platforms, gas process facilities, LNG and LPG terminals and power plants. We intend to leverage our engineering capabilities to provide value added engineering services to other engineering and construction companies in these markets. In addition, Simon Carves India Limited, a wholly-owned subsidiary of Punj Lloyd Limited, provides engineering services for oil and gas projects, and plans to expand its operations to provide these services to the auto, aviation and other industries. Develop and maintain strong relationships with our clients and strategic partners. Our services are significantly dependent on engineering and construction projects of large Indian and international energy conglomerates and infrastructure projects undertaken by governmental authorities or international and multilateral development finance institutions. Our business is also dependent on developing and maintaining strategic alliances with EPC contractors, certain of whom we intend to explore entering into joint ventures, consortia or sub-contract relationships for specific projects. We also intend to establish strategic alliances and share risks with companies whose resources, skills and strategies are complementary to and are likely to enhance our business opportunities, including the formation of joint ventures and consortia to achieve competitive advantage. Continue to focus on health, safety and environment standards. We intend to continue to focus on our health, safety and environment management and quality management standards as we believe that these elements of performance measurement have become important competitive differentiators and key criteria for prequalification of contractors by potential clients. We intend to obtain and maintain the highest levels of international certifications for our health, safety and environment management and quality management programs and to continually improve the readiness, utilization and overall quality of our fleet of equipment. Through our management’s commitment to applying international best practices throughout our operations, including specific training, audits, recognition and accountability, action plans, and pre-planning practices, we aim to continuously improve our safety performance and environmental standards. Our Services We provide integrated design, engineering, procurement, construction and project management services for the energy industry, petro-chemicals and other chemicals and infrastructure sector projects. In addition, we provide value added engineering services for energy industry and infrastructure projects as well as comprehensive plant and facility maintenance and management services. Engineering and construction Services Pipelines World demand for pipelines results from the need to move millions of barrels of crude oil and petroleum products to refiners, product terminals and consumers and billions of cubic feet of natural gas to processors, LNG terminals and consumers each day. Pipeline construction is capital intensive, and we own, operate and maintain a fleet of specialized equipment necessary for us to engage in the pipeline construction business. We have successfully executed onshore and offshore pipeline construction projects in remote areas in difficult terrain ranging from deserts to tropical rain forests, on steep inclines, in hard rocks and marshy and swampy areas and in harsh climatic conditions. Over the years, we have completed more than 8,000 kilometers of oil and gas pipelines around the world. We have executed or are working on several landmark projects within and outside India, including significant pipeline projects such as the Baku-Tbilisi-Ceyhan crude oil pipeline for BP-Botas in Turkey, the KAM oil pipeline for PetroKazakhstan in Kazakhstan, the 557 kilometer Kandla-Bhatinda oil pipeline for IOC in India, the 505 kilometer Dahej-Vijaipur gas pipeline project for GAIL, the Uran Trombay oil pipeline project for ONGC, the 70 kilometers of submarine pipeline (rigid & flexible) and 25 kilometers of composite cables for ONGC’s Heera redevelopment offshore platform project, the 97.2 kilometer Doha Urban Pipeline Relocations Projects for Qatar Petroleum, the oil pipeline for Sirte Oil Company, Libya, the Dabhol - Panvel Pipeline Project for GAIL, and construction of spread 1 of the Dahej-Uran pipeline project for Gas Authority of India Limited. Storage Tanks and Terminals Oil and gas companies require large storage tanks and terminals in the course of exploration, production, storage and transportation of oil and gas and derivative products. We have significant experience in the construction of various kinds of tanks and terminals, ranging from the construction of floating and fixed roof storage tanks for crude oil and product to cryogenic storage terminals for LPG and LNG. Over the years, we have constructed more than six million cubic meters of tanks and terminal capacity, including the LNG storage and regasification terminal for the Dabhol project, the LNG storage tank project for Shell at Hazira, the LNG storage tank project for Petronet LNG at Dahej, tank projects for PB Tankers in Singapore, tank projects of

30

GASCO for Bechtel in Abu Dhabi, water storage tanks projects for Technip’s Fujairah water and power project and the tank farm project for the Jamnagar refineries for RIL. We are currently working on a tank farm project on EPC basis for Horizon terminals in Singapore and a tank construction project for PB Tankers (Tankstore) also in Singapore. We have undertaken the off-sites and utilities (piping and mechanical erection) project of GASCO for Bechtel in Abu Dhabi, and we are providing civil, mechanical, piping, electrical and instrument, insulation and painting work for off site facilities and utilities for the Yemen LNG project. We have also undertaken a contract for IOC’s offsite and storage facilities of its naphtha cracker project at Panipat (Haryana), which includes double walled cryogenic storage tanks, storage spheres, mounded bullets, atmospheric tanks, vaporizers, heaters, BOG compressors, pumps and civil works, including tank foundations. Energy and Chemical Process Facilities Energy and chemical companies require various process facilities in the course of producing and processing chemical, oil and gas and derivative products. We have successfully executed contracts for gas gathering and process facilities, gas compressor stations, specialized processing packages for refineries such as sulphur recovery, Vis-breaker, crude distillation, hydrocrackers, and vacuum distillation units, as well as modernization of refineries, effluent treatment plants and regasification units for LNG import terminal. The construction of process facilities for the hydrocarbon and petrochemical industry typically include equipment erection (where single piece of equipment can weigh anywhere in the range of 600 tons and above), fabrication and installation of piping (including special alloy piping), fabrication of steel structures, electrical, instrumentation, painting, insulation and fireproofing services. Civil works also are included in the construction packages for some of the process facilities, particularly in EPC contracts. The civil works include land preparation and grading, piling, construction of internal roads, buildings like offices, control rooms etc. We have completed 12 process facility contracts including phase IV of the Peciiko development project in Indonesia, the Vis-breaker unit and sulphur block at the CPCL refineries for Petrofac, the sulphur and utilities package for Siritec Nigi at the IOC refinery at Gujarat and on the MSQ modernization project for IOC at Haldia in India. For the New Doha International Airport in Qatar, we are constructing the fuel handling facilities on EPC basis. We are also working on a contract for the construction of an LDPE plant in Thailand for PTT Polyethylene Company Ltd. and contracts for IOC’s refinery project at Haldia (West Bengal). During the last three years, Simon Carves has completed a 2x200ktpa LDPE plant in China for BASF/YPC and is currently working on four further world-class LDPE contracts. These are a 300ktpa plant for Amir Kabir Petrochemical Co. in Iran, a subsidiary of National Petroleum Company in Iran, a 400ktpa plant for SABIC in the UK, a 300ktpa plant for PTT Polyethylene Co in Thailand and a 300ktpa plant for Saudi Kayan (a SABIC affiliate) in Saudi Arabia. In addition to these LDPE projects, Simon Carves’ work is underway on a 250ktpa polystyrene plant for Pars Petrochemical Co in Iran. All of these contracts are on an EPC basis. Simon Carves has recently been engaged by the Ensus Group to design and construct the world’s largest wheat derived bioethanol production facility. The plant, currently under construction, will be the first to be built in the United Kingdom. Simon Carves is also working on feasibility studies for other companies on “green” technologies. In addition, Simon Carves has built over 350 sulphuric acid plants ranging from small modular units to world- scale plants up to 3,000 tons per day. In the United Kingdom, Simon Carves was recently engaged by ConocoPhillips to provide consultancy and engineering services to develop and evaluate options to upgrade the sulphur removal process in its Morecambe Bay gas field. Simon Carves also carried out a feasibility project for INEOS to revamp and upgrade the existing sulphuric acid plant at its Runcorn site. In the Middle East, Simon Carves has supplied a complete sulphuric acid plant for BCNC in Saudi Arabia and is currently engaged on a project for Gulf Fluor in Abu Dhabi. Infrastructure Projects We provide engineering and construction services for various infrastructure sectors, including transportation, marine, and environmental. In the transportation sector, of the 17 highway projects that we have completed or are in the process of executing, notable projects include the four/six-lane 77 kilometer Belgaum-Maharashtra highway, the four-lane 62 kilometer Rajasthan Rajasthan-Jaipur 8 highway, the four-lane 32 kilometer Vadodara-Halol toll highway project, the 47 kilometer Dharmavaram-Tuni highway project the Thiruvananthapuram city and road improvement project, 578 kilometer road projects for RIDCOR. We are working on the Inderlok - Mundka Corridor of Phase-II for DMRC. This project involves design and construction of elevated via-duct of 4.784 kilometers including structural work of four elevated stations. We are also working on the RIDCOR project on Lalsot to Kota Road in Rajasthan (LJ-1), which involves widening of the 195 kilometer stretch of existing road to 2 lanes with a total width of 10.5 meters. Through Sembawang, we have completed many road projects in Singapore, including the road link from Keppel Terminal Avenue to Sentosa Island, the Yio Chu Kang Expressway Interchange, the Bukit Timah Expressway, the Kallang Paya Lebar Expressway from ECP to Nicholl Highway, which includes an underwater tunnel, and the Kallang Paya Lebar Expressway from Nicholl Highway to PIE. We also have completed the Changi Airport Terminal II extension, the Changi aircraft taxiway, runway and parking apron. On metro-rail projects, we have constructed portions of the Singapore East-West, North-South and North-East MRT lines, (including the Simei, Tampines, Pasir Ris stations and viaducts, the Newton, Potong Pasir and Boon Keng stations and tunnels and the Changi Airport station).

31

We have also executed an elevated via duct for the DMRC, which was the first project of its kind for us. Building Projects We have design and build capability for commercial, residential, industrial, hospitality and leisure and institutional projects. We have successfully completed or are working on various building projects in China, India, Singapore, Indonesia Vietnam, Brunei and the United Arab Emirates, including master planning for Guanzhou Planning Bureau, Batamindo Industrial Park, Wuxi-Singapore Industrial Park and Huangge Industrial Park; industrial water fab plants for Chartered Semiconductor Manufacturing, Chartered Silicon Partners, TECH, Singapore, Chartered Semiconductor Manufacturing; and modern logistics facilities for the Singapore Army, ST Logistics Singapore, and Asia Properties Private Limited. In addition, we have successfully completed construction and/or project management of commercial office buildings and retail space, including the 38-story office complex for Tianjin International In Tianjin, PRC, mixed-use development for Yangtze Plaza Development Co., Wuhan, PRC, 38-storey mixed use development for Ao Zhong Development Co., Ltd., Tianjin PRC, the Eternia Commercial Complex, the Century Square Suburban Mall for First Capital Corp. Group, Singapore, Junction 8 Shopping and Office Complex for Ventura Development, Singapore and NTUC Lifestyle Centre for Winzest Investment, Singapore. Our completed residential projects in Singapore include The Edge on Cairnhill, Students’ Housing Development for National University of Singapore, Chestervale Executive Condominium and Belvedere Court Residence. We also completed construction of over 2,700 residential apartments in the Mediterranean Gardens project and villas at the Jumeirah Islands project for Nakheel Properties in Dubai. In the institutional sector, we are constructing the infrastructure for Global Health Private Limited for its Institute of Integrated Medical Sciences and Holistic Therapies in Gurgaon (near Delhi) and we have completed the Eye Hospital for Singapore National Eye Centre, Outram Campus and the Toronto Hospital in Beijing. Power Projects We provide engineering and construction services for power plants, and are currently working on two contracts for 2 X 250 MW thermal power plant stations for Jindal Power Limited at Raigarh in India, and a contract for 2 X 250 MW thermal power plant stations for Rajasthan Rajya Vidyut Utapadan Nigam Ltd., Jaipur. We have also executed contracts for gas-turbine based power plants and also piping works in nuclear power plants. Our completed power projects in Singapore include the 815 MW combined-cycle cogeneration plant for Sembawang Cogen Private Limited, the onshore receiving facilities for McDermott SEA Private Limited, and the central multi-utility facility for Sembawang Utilities and Terminals Private Limited, as well as the 750 MW and 720 MW combined cycle power projects in Vietnam, 700 MW power project in Malaysia and HVAC system for 1000 MW combined cycle power plant in the Philippines. Engineering, Operations and Facility Maintenance Services We provide comprehensive engineering, operations and maintenance and preservation services in connection with our construction projects, as well as for other projects. These services include: Engineering services. The engineering centre performs multi-disciplinary technical and engineering services for onshore and offshore pipelines, mechanical engineering aspects of storage tanks and terminals, for process facilities and infrastructure projects. Engineering services typically involve detailed design and engineering, developing specifications and drawings, preparing material take-offs, technical evaluation reports and vendor information reviews as well as project coordination and planning, procurement processes and engineering support for construction activities. We also provide design services specific to underground railway projects. Our engineering centre is staffed by multidisciplinary, highly-skilled, extensively experienced engineers and CAD experts and is equipped with sophisticated engineering software packages. Facilities commissioning and start-up services. We also perform commissioning and start-up services including development of comprehensive pre-commissioning strategies and checklists, formulation of a seamless commissioning plan, checking and calibrating instrumentation and controls, analysis and establishment of utility services in accordance with prescribed standards and norms, undertaking test-runs, monitoring performance indicators, creation of “as-commissioned” documentation and recording pre-commissioning and start-up parameters. Quality procedures assessment and audit. We conduct quality control assessment and audit services including evaluation of existing quality assurance procedures and systems, formulating and establishing procedures to cover time, cost and quality of deliverables across all processes and incorporation of “cost of quality” accounting procedures within the operating systems and processes. Health, safety and environmental audit and procedures. Our health, safety and environmental audit and procedures recommendation services include the evaluation of safety norms and practices relating to personnel, facilities, equipment and the

32

environment emerging from current practices and procedures. We assist our clients in identifying measurable parameters for the evaluation of health, safety and environmental compliance norms with respect to specific work environment and responsibilities and operating practices and procedures. Our expertise in this area enables us to offer advice on incorporating “cost of safety” accounting procedures in operating systems and the development of time-bound safety-risk assessment procedures and safety policies and procedures for our clients. Asset preservation and management. We also provide asset preservation and management services that include preservation and maintenance of distressed assets or plant and machinery under litigation, provision of comprehensive management and maintenance services that include security, safety, preservation and maintenance of assets and equipment and maintenance for ability to recommence commercial operation. Competition We operate in a competitive environment. The level of competition varies, depending on whether the project is in the oil and gas industry or in the infrastructure sector. It also depends on the size, nature and complexity of the project and the geographical region in which the project is to be implemented. We compete against major U.S., European and East Asian engineering and construction companies or their regional operating entities as well smaller regional engineering and construction companies, including those in India. While service quality, technical capability, performance record and experience, health and safety records and availability of qualified personnel, are strongly considered in client decisions, price is the major factor in most tender awards. Pipeline Construction. Our primary competitors for pipeline construction are Larsen and Toubro and Dodsal in the South Asian region, Nacap Koop Group (“NACAP”) and Inti Karya Persada Tehnik (“IKPT”) in the Asia Pacific region, Consolidated Contractors Group (“CCC”), Dodsal, McConell Dowell and Al Jaber in the Middle East, and CCC, Bechtel Enka, Bonatti, Saipem, Tekfen in the Caspian region. Construction of Storage Tanks and Terminals. In construction projects for oil storage tanks and terminals, we compete with Bridge & Roof, a public sector company and Indian Oil Trading Company (“IOTL”) in the South Asian region and with IKPT, CBI and Rotary Engineering in the Asia Pacific region. For gas storage tanks and terminals projects, we compete primarily with VTV in the South Asian region and with TKK Technology Company Inc. (“TKK”), IKPT and CBI in the Asia Pacific region. In the Caspian region, we primarily compete with Bonatti, Tekfen, CBI and some regional local companies. Construction of Process Facilities. In construction projects for process facilities in the oil and gas industry, we compete with Larsen & Toubro, Toyo, Technip, Samsung and Daelim in the South Asian region, with IKPT, Samsung and Plant & Engineering in the Asia Pacific region. In the United Arab Emirates and in Oman, we primarily compete with Dodsal, CCC, Larsen & Toubro and Petrofac and in Qatar and Saudi Arabia with CCC and Larsen & Toubro. In the Caspian region, our primary competitors include CCC, Bechtel Enka and Tekfen. In the petrochemicals sector, our key competitors are Tecnimont, Snamprogetti, Technip, Uhde, Mitsui, Mitsubishi, Daelim, Samsung. In the chlor-alkali, chlor-vinyls and sulphuric acid sectors, our key competitors are Uhde, Mitsui, Fluor., Technip, Aker Kvaerner, Chiyoda, Outokumpu-Lurgi. In bio-fuels and renewables, our key competitors are Aker Kvaerner, Foster Wheeler, and Stone & Webster. Construction of Infrastructure Projects. In highway construction, some of the large construction companies that we compete with include Hindustan Construction Company, Larsen & Toubro, Som Datt and Nagarjuna Construction. In the construction of elevated and underground railroads, we compete primarily with Gammon and Larsen & Toubro. Our international competitors in The Asia Pacific include China Construction, Taisei, Hyundai, Sato Koyo, Bovis Lend Lease and Penta Ocean. Construction of Power Plants. We are a recent entrant in the construction of large value work packages for power plants and compete primarily with Larsen & Toubro and Simplex in South Asia. In other regions, we intend to form strategic alliances with strong companies on a case by case basis. We are currently qualified to bid for projects up to a certain value and therefore do not often directly compete with international engineering and construction conglomerates such as CCC, Bechtel, Petrofac, Technip, LG, Samsung, Saipem, Daelim and Hyundai for very high value contracts. However, on some projects that are of comparatively lesser value, we compete with these large international turnkey contractors or their regional operating entities. Depending on various factors, including our prior experience on such projects and the extent of our operations in the relevant geographical region, we are able to leverage our local experience, established contacts with local clients and suppliers, and familiarity with local working conditions to provide more cost effective services than our competitors or offer a superior value proposition. Since a large part of our operations are based out of India, we also benefit from lower overheads to our operations as compared to our European or U.S. competitors. Order Backlog In our industry, Backlog is considered an indicator of potential future performance since it represents a portion of the future revenue stream. Our strategy is not focused solely on Backlog additions but, rather, on capturing quality Backlog with potentially high margins.

Our Backlog includes only our proportionate share of joint venture contracts. To the extent work on these contracts advances and revenues are recognized, it is progressively removed from Backlog.

33

Following is the detailed information on order backlog of the company as on November 01, 2008: RS.IN

CRORES

Sl.NO. CLIENT SCOPE OF WORK VALUE OF CONTRACT

ORDER BACK LOG AS ON 31-MAR-2008

ORDER RECEIVED AFTER 31-MAR-2008

ORDER BACK LOG AS ON DATE

(Including extra work)

INDIAN OPERATIONS

A PIPELINE

1 OIL & NATURAL GAS CORPORATION LTD.

Laying of 20" Gas Line from Uran to Trombay (UTG Project)

239.31 62.97 7.56

2 RELIANCE GAS

TRANSPORTATION INFRASTRUCTURE LTD

Construction of pipeline and associated facilities for Spread-7 (KP-1150.500 to 1211.800) and Spread-8 (Ch.1211.800 to 1272.500)

509.40

143.76 33.34

3 GAIL (INDIA) LTD Laying of pipeline and associated

facilities for Panvel -Dabhol Pipeline Project, Phase -II

122.66

81.90 31.10

871.37

288.63

- 72.00

B TANKAGE & GEN. CONSTR.

1 IHI

CONSTRUCTION JAPAN

LNG Tank Civil Works and Mechanical Works for Third LNG Tank Project Gujrat

175.30

9.88 7.25

2 INDIAN OIL

TANKING/IOCL EPC Contract for Storage Facilities (Part of EPCC-8 Package) of Panipat Naphtha Cracker Project

357.19

176.42 120.71

3 RELIANCE GAS

TRANSPORTATION INFRASTRUCTURE LTD

Transportation,Storage,Fabrication and Erection/installation,hook-ups/tie-ins,Inspection and Testing, pre-commissioning including performance run for 5 nos Comressor stations for EWPL

76.14

49.67 8.81

608.63

235.96

- 136.77

C PROCESS PLANT

1 RATNAGIRI GAS & POWER PVT LTD

Phase-II of EPC-I package for completion of balance works of the Top of the Jetty facilities for Ratnagiri LNG Terminal .

228.39

48.13

11.32 26.77

2 INDIAN OIL

CORPORATION LTD - Haldia

Residual process design,detailed engineering,Soilinvestigation,procurement,supply,manufacture,fabrication,inspection & expediting,third party inspection,carrying out route surveys whereever required for over dimensional consignments,transportation of all

997.09

788.99 442.24

34

3 INDIAN OIL CORPORATION LTD - Haldia

Residual process design,detailed engineering,Soil investigation,procurement,supply,manufacture,fabrication,inspection & expediting,third party inspection,carrying out route surveys whereever required for over dimensional consignments,transportation of all

346.12

284.48 164.11

4 OIL & NATURAL

GAS CORPORATION LTD.

Heera Redevelopment Project consisiting of construction of 4 New unmanned wellhead platforms viz.. HI, HSC, HJ, B-134A• Eight segments rigid pipelines, diameter varying from 6” to 16” - 56.6 Kms.• Three segments flexible pipelines of 140 mm ID - 10.5 Km

1,280.82

506.13 282.23

5 BHARAT OMAN

REFINERIES LIMITED

Sulphur Block for Bina Refinery Project- Bina

589.87 572.45 518.77

6 INDIAN OIL

CORPORATION LTD

Residual basci & detailed engineering,Soilinvestigation,procurement,supply,fabrication,testing,inspection & expediting,third party inspection,carrying out route surveys where ever required for over dimensional consignments,transportation of all equipment

589.33

586.50 533.57

7 INDIAN OIL

CORPORATION LTD

Residual process design, detailed engineering, procurement, supply, transportation, storage, fabrication, inspection, construction, installation, testing, mechanical completion, pre commissioning, commissioning, and performance gaurantee, test runs of Nap

648.88

648.88 644.01

4,680.50

2,786.67

660.20 2,611.71

D POWER

1 RAJASTHAN RAJYA VIDHYUT UTPADAN NIGAM LTD

Design,Engineering,Procurement & Supply of equipments including mandatory spares and Erection,Testing & Commissioning including Civil works of BOP Package on EPC basis for 2 x 250 MW Chhabra Thermal Power Project,Chhabra Distt Baran (Rajasthan)

823.00

403.91 202.18

2 GVK Power

(Govindwal Sahib) Limited, Hyderabad

Power Project : 2 X 270 MW Govindwal Sahib Coal Fired Thermal Power Project in Taran Taran District, Punjab. Scope : Entire Balance of Plant (BOP) and Civil works on EPC basis

1,005.00

1,005.00 1,005.00

1,828.00

403.91

1,005.00 1,207.18

E CIVIL

CONSTRUCTION

35

1 THIRUVANTHAPU

RAM CITY ROAD DEVELOPMENT CO LTD (PROMOTED BY PLL AND ILFS )

Improvement of city roads and construction of linking roads,flyovers etc.

186.25 55.49 55.49

2 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Four Laning of Silchar-Balachera section From Km.306.54-Km.275.00 of NH-54 in the state of Assam

202.33

130.23 117.67

3 CONSOLIDATED

TOLL NETWORK LTD

Operation and Maintenance of Belgaum Maharashtra Border Road

93.83 69.69 68.42

4 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Four Laning of Lanka-Daboka section From Km.22.0-Km. to 2.40 Km of NH-54 in the state of Assam (AS 16)

242.71

156.99 129.60

5 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Four Laning of Nalbari - Bijni section From Km.1013.00-Km. to 983.0 Km of NH-31 in the state of Assam (AS 8)

235.17

160.90 133.19

6 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Four Laning of Nalbari - Bijni section From Km.983.00-Km. to 961.50 Km of NH-31 in the tate of Assam (AS 9)

168.72

115.84 102.25

7 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Four Laning of Guwahati to Nalbari section From Km.1121.00-Km. to 1093.00 Km of NH-31 in the tate of Assam (AS 4)

229.60

174.61 166.16

8 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Four Laning of Guwahati to Nalbari section From Km.1093.00-Km. to 1065.00 Km of NH-31 in the tate of Assam (AS 5)

283.35

221.10 209.50

9 NATIONAL

HIGHWAYS AUTHORITY OF INDIA

Rehabilatation and upgradation of Km 361 to Km 381 of NH 76 to 4 lane configuration in the state of Rajasthan - Package EW II (RJ 8)

423.81

156.57 76.62

10 GLOBAL HEALTH

PVT. LTD. Construction of Hospital and ancilliary building and other civil work of Medicity project

125.84

26.06 12.76

11 ROAD

INFRASTRUCTURE DEVELOPMENT COMPANY OF RAJASTHAN LIMITED

Integrated improvement cum performance Based Maintenance of Lalsot to Kota Road in Rajasthan. LJ 1

277.80

187.67 147.62

12 DELHI METRO

RAIL CORPORATION LTD

Design & construction of Elevated Viaduct of Length 4.784 Km including structural work of four elevated stations -Nangloi,Nangloi Rly station, Rajdhani Park and Mundka.

105.78

16.97 5.28

13 Dighi Port Ltd Development of Dighi Port and Port

related infrastructure at Dighi in an overall integrated infrastructure

800.00

800.00 799.33

36

development

3,375.19

2,272.11

- 2,023.90

TOTAL INDIAN OPERATIONS

11,363.69

5,987.28

1,665.20 6,051.56

OVERSEAS

OPERATION

A ABU DHABI

1 BEAAT-TAKREER, Abu Dhabi

Manufacturing of Tanks and pipelines 21.40

2.52 2.50

2 ABU DHABI

COMPANY FOR ONSHORE OIL OPERATIONS

Construction of Flowlines & installation of Wellhead in ADCO's oilfields.

86.52

31.33 19.33

3 EASTERN

BECHTEL CO. LTD. UAE

The Scope of Work includes Design, Engineering, Supply, Fabrication, Erection, Testing & Painting of 21 nos. of Site erected Tank and Fabrication (Small Bore Pipe only), Erection, Alignment, Testing and Painting (Small Bore Pipe/Field Weld) works for Pipi

285.44

31.36 22.49

4 DOLPHIN ENERGY

LIMITED Laying of FOC cables and related earth works from Jebel Ali, Taweela-Maqta, Al Ain over a distance of 260 Km in Abu Dhabi

56.60

6.30 5.60

5 Saudi Kayan

Petrochemical Company.(SABIC)

Engineering, Procurement and Construction of 8 Nos Tanks for DM Water, Fire/Service Water, MEG and Crude storage and 1 No Sphere for Mixed Butanes Storage for Offsite and Utility of Saudi Kayan Petrochemical Complex at Jubail Industrial city, KSA

145.64

60.24 2.64

6 Tecnimont S.p.A.,

(Italy) subsidiary of MAire Tecnimont S.p.A

Mechanocal Works PE3 and PH areas including steel erection, piping fabrication & erection, equipment erection and painting

271.00

271.00 265.90

7 ABU DHABI

POLYMERS COMPANY (BOROUGE)

Mechanical Works, incl. Steel Erection, Piping Fabrication & Erection, Equipment Erection, Painting & Insulation

462.21

462.21 408.81

1,328.81

402.75

462.21 727.26

B QATAR 1 NEW DOHA

INTERNATIONAL AIR PORT,QATAR

New Doha International Airport Fuel System Phase I & Phase II

549.44 488.72 376.52

2 QATAR

PETROLEUM EPIC of Doha Urban Pipeline Relocations Project (DUPRP)

712.92

240.57 50.87

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3 QATAR PETROLEUM

EPIC of 18" Multiproduct pipeline apprx.46 Km. From Messaieed Refinery to Doha Depot

392.04

384.17 287.57

4 QATAR

PETROLEUM EPIC for Strategic Gas Pipeline Project - 36"Twin Pipeline from Ras Laffan to Messaied

3,665.78

3,665.78 3,665.78

5,320.18

1,214.74

3,665.78 4,380.74

C LIBYA 1 Sirte Oil Company of

Libya Construction of a 34'' x 98.5 km gas pipeline from Melita to Tripoli including gas reducing,metering,compression stations and telecoms and Completion of remaining works of 34'' x 157 km gas pipeline between El Khoms and Tripoli with extensive civil and mechanical works on the gas metering stations,compression stations at Sidra and Washkha including Scada and telecom systems

1348.50 824.72 541.92

1,348.50

824.72

- 541.92

D OMAN 1 Oman Gas Company Engineering, procurement and

construction of 24-inch, 40 km pipeline from Murayrat to Barka, 32-inch, 252 km pipeline from Saih Rawl to Mukhaizna loopline, with an optional scope of construction of compression station at Nimr.

500.04 417.47 140.27

500.04

417.47

- 140.27

TOTAL OVERSES

OPERATION

8,497.53

2,990.72

4,127.99 5,790.19

TOTAL PUNJ LLOYD 19,861.22

8,978.00

5,793.19 11,841.75

As on November 01, 2008 the value of unexecuted projects was Rs.11,842 Crores

Following is the SBU wise Order Backlog position of the company: Order Back log as on 1-Nov-2008

(Rs. in Crs) India Abu Dhabi Qatar Yemen Oman Libya TOTAL %

Pipeline 72.00

47.41

3,716.65

-

140.27

541.92

4,518.26 38.16%

Tankages 136.77

2.50

-

-

-

-

139.27 1.18%

Process Plant 2,611.71

677.35

664.09

-

-

-

3,953.15 33.38%

Civil 2,023.90

-

-

-

-

-

2,023.90 17.09%

Power 1,207.18

-

-

-

-

-

1,207.18 10.19%

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Total 6,051.56

727.26

4,380.74

-

140.27

541.92

11,841.75 100.00%

51.10% 6.14% 36.99% 0.00% 1.18% 4.58% 100.00% Note :The order backlog is computed based on balance turnover as on 1st Oct,2008 and new order awarded after that date

Execution of a Project Engineering and construction projects in the energy industry and infrastructure projects involve various activities, depending on the scope of engagement on a specific project, either as an EPC or turnkey contractor or as a principal contractor or as a subcontractor responsible for specific segments of a project. These activities include project management, engineering design for the proposed project or specific parts of a project, procurement of equipment and materials from third party manufacturers, construction activities, and commissioning/start-up services. Financing costs for our working capital and for any initial expenses on our project execution scope is born by us and is considered when calculating the contract’s value. Engineering Design Prior to the construction of pipelines, storage tanks and terminals, process plants or waste water treatment plants, detailed engineering is needed if the contract is an EPC contract. We are typically provided with a basic engineering design package containing all data needed by a competent contractor to perform procurement and construction. In a construction contract the amount of engineering is small. The engineering work normally includes detailed engineering related to plant layout, process, process control systems and instrumentation, various equipment and machinery piping, civil works, as well as process engineering designs. As a part of project management, cost control and scheduling are some of the most important activities. We provide specialized engineering services for infrastructure, buildings, MRTs, expressway projects, waste water treatment systems, pipeline systems, compressor stations, fuel storage facilities and gas gathering and production facilities. Through experience, we have developed expertise in addressing the unique engineering issues involved with pipeline systems and associated facilities to be installed in difficult terrain, where climatic conditions are extreme and where areas of environmental sensitivity are encountered. In pipeline projects requiring horizontal direction drilling, we also possess the expertise to determine the optimal crossing techniques such as open cut, directionally drilled or overhead and to develop site specific construction methods to minimize bank erosion, sedimentation and other environmental impacts. We also possess the expertise to design tanks for crude oil and petroleum products and have experience of designing double deck floating roof tanks in the 80 meter diameter range. Procurement Because material procurement plays such a critical part in the success of any project, we maintain experienced staff to carry out material procurement activities. On EPC contracts undertaken by us, material procurement is especially critical to the timely completion of construction. We maintain sophisticated material procurement, tracking and control systems that enable effective monitoring for our purchasers. Immediately following the engineering design work, the equipment required for the project, such as steel pipes or plates and other equipment and/or materials used in storage tanks, terminals and process plants or infrastructure projects are ordered, to ensure availability of such materials and equipment when required under the project schedule and to decrease the possibility of price levels fluctuating from those assumed in our tender bid. We typically enter into pre-bid arrangements with suppliers of equipment and construction materials required for a project. Our engineering and construction operations require various equipment including process equipment, mechanical equipment, vessels, machinery, piping materials and electrical and instrumentation components, fabricated columns as well as bulk materials such as cement and welding electrodes. We source these equipment and other construction materials from a large number of independent suppliers, based on specifications that correspond to the needs of a given project. Procurement of equipment from external suppliers typically comprises a significant part of a project’s cost. The ability to cost-effectively procure meeting quality specifications equipment used in our turnkey or fixed-price contracts is essential for the successful execution of fixed price or lump-sum turnkey contracts. We have established a well-developed data base and the global procurement network to organize the supply of appropriate equipment at a competitive cost and in conformity with industry best practices. Our procurement centers located in different geographical regions coordinate with each other, follow common procurement procedures and assist in the verification of qualifications of local suppliers and provide inspection, shipping and logistics services for equipment located within their geographical region. We believe that the geographic proximity of these centers to suppliers and subcontractors enables us to carry out more effective quality controls. We maintain stable relationships with our suppliers and have not experienced significant difficulty obtaining adequate quantities of equipment and other materials to meet our project requirements. We continually attempt to develop additional sources of supply for most of the equipment and other materials procured by us for EPC and/or turnkey contracts.

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Construction In an EPC contract, the field construction typically commences once the basic engineering and design aspects are finalized and a substantial portion of the pipes and/or other equipment and materials has been ordered. This commences with mobilizing our key work force and construction machinery to the site of work. In construction contracts, the client typically specifies the date by which we are expected to mobilize our work force and machinery at the site. Pipelines. The construction of a cross country pipeline involves a number of complex sequential operations along the designated pipeline right-of-way. The sequence of these operations are usually the same for all overland pipelines, but personnel and equipment may vary widely depending upon factors such as the size of the pipeline, the time required for completion, general climatic conditions, seasonal weather patterns, the number of road crossings, the number and size of river crossings, terrain considerations, extent of rock formations and the density of heavy timber and extent of swamps and marshy land encountered. The major operations consist of clearing and grading the right-of-way, excavation, hauling the pipe to the place of laying, bending, lining up the succeeding joints, performing various welding operations, non-destructive inspection of welds, lowering the pipes into the ditch, backfilling the ditch, installing mainline valve stations, conducting hydro testing and performing final clean up. For laying pipes under rivers and roads, special methods such as horizontal direction drilling techniques are used. These require very sophisticated equipment including horizontal direction drilling rigs. For laying pipes in offshore, swampy/marshy areas special equipment and techniques are required. From a launching station on dry land or in the water, a section of several joints of pipe may be pushed into a swampy/marshy area by securing floaters to the pipe, the pipeline is floated and the next section is then welded to the end of the previous section, after which it is pushed into the swampy/marshy area. The same method can be used from a properly secured and anchored barge. These procedures require highly skilled personnel and we believe that we have expertise in this area. In addition to primary equipment such as lay barges and swamp backhoes, we have various kinds of support vessels, including tugboats, supply boats, and houseboats, which are required for pipeline construction in swampy and marshy areas. Storage tanks and terminals. The construction of tanks and terminals is generally characterized by complex logistics and scheduling, particularly on projects involving tanks with a large diameter and significant height or in locations where seasonal weather patterns limit construction options. Our capabilities have been enhanced by our experience in dealing with such challenges in different countries around the world and our engineering and project management capabilities. Construction of oil storage tanks and terminals include site preparation that involve leveling and provision of foundations based on soil conditions. Construction of the tanks commence with the fixing of horizontal base steel plates on the foundation followed by annular plates. Following this, the steel plates are welded and erected along the circumference of the tank foundation. The shells are fabricated for the designed height of the tanks (ranging from 14 meters to 20 meters for oil tanks) and erected using hydraulic equipments or cranes. After this, the dome/roof of the tank is fixed on the top, followed by hydro-testing, painting and calibration. We have developed expertise in designing, fabricating and constructing tanks with single deck and double deck floating roofs, which form the basis of all modern tank farms. Construction of tanks require specialized equipment including hydraulic equipment, automatic welding machines and heavy lift cranes, all of which we own. Construction of LNG tanks involves more specialized construction procedures carried out in a systematic and sequential manner. These tanks store LNG at temperatures of minus 162 degrees centigrade. LNG tanks typically have diameters of 80 meters and heights of around 50 meters. The construction process commences with the preparation of the area for the base slab after completion of piling work. The base slab is cast followed by outer concrete wall casting in stages with or without vertical joints. While the outer concrete wall is being constructed, the steel dome roof is assembled inside the concrete wall and then airlifted. The airlifting of the dome roof, which typically weighs between 650 tons and 750 tons, to such heights, is one of the most critical operations involved in the project. We have developed considerable expertise in such projects as we have successfully completed four such operations. Following the airlifting of the dome and placing it at the top of the tank structure, a concrete roof is cast if such a roof is part of the project specifications. These tanks are constructed from special steel plates which involve high degree of welding skills. Insulation, filling and compaction procedures are also critical operations involved in the construction of such tanks. Prior to handing delivery of the tank, nitrogen purging and cooling procedures are also carried out. We are uniquely positioned to provide comprehensive services for such construction work, including welding, fabrication and erection of the tanks, construction of the pre-stressed concrete wall as well as provision of insulation work for the LNG tanks. The construction of these tanks require very specialized equipment including heavy cranes, tower cranes, automatic welding machines, batching plants and high duty air blowers. The management of construction procedures for such tanks is a complex process, considering the size of the tanks, the metallurgy of the tank materials, the weight of the roof and the temperature of the stored liquid. Process facilities. The construction of process facilities is generally characterized by complex logistics and scheduling, and involves a multi-disciplinary construction approach, including civil, mechanical, electrical, instrumentation and insulation works. Typical process facilities consist of various vessels, reactors, mechanical equipment, process control systems, electrical equipment, piping and steel works. A typical process facility project involves considerable amount of steel and concrete and various complex mechanical equipment. The construction of a process facility typically commences with civil work of leveling, grading and piling if required. Thereafter, depending on the complexity and mix of various equipment a logical sequence for construction is evolved. Various equipment are

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erected in a logical sequence and ultimately integrated together to achieve mechanical completion, which is a precursor to the commissioning activities. The complexity of such projects is defined by the plot size on which the plant is required to be constructed as well as the location of any operating facilities nearby. The weight and dimensions of the various reactors/vessels that are required to be erected are very important parameters to develop the construction methodologies and the erection of such equipments may involve complex procedures. We have developed expertise in this area having erected reactors/vessels weighing approximately 650 to 700 tons. Highways. The construction activity of highways is carried out in remote rural areas as well as through urban areas and can involve difficult terrain such as mountainous areas, areas through forests or marshy terrain. The work also consists of making bridges across waterways and similar terrain. This makes highway construction work extremely challenging and requires modern project management techniques and construction methods to be able to complete projects in accordance with schedule and quality specifications. The construction of highways commences with the acquisition of land which requires engineering and detailed survey using sophisticated survey equipment such as “Total Stations” to establish that the cutting/filling work in the embankment is kept to optimum. The construction of embankment is the most crucial phase in highway construction and requires mobilization of various construction equipment such as excavators, dozers and dumpers for earthworks, motor graders for grading and leveling, compacting rollers for compaction of various road layers, pavers for laying crust layers. Great emphasis is given to compaction of all structural layers to avoid uneven settlement. The drainage layer over embankment requires high volume of sand/stone aggregate. The logistics of arranging material for these activities are vital. Both sub-base and base layers in road comprises sand and aggregate. Therefore, the economy of construction of these layers depends largely on availability of material in nearby areas. The top layer of roads is made either of concrete or bitumen mixed with sand and aggregate. Sophisticated paving equipment such as sensor pavers and compaction rollers enable preparation of structurally sound top layer of roads and improves ride quality. The construction of cross drainage, bridge works over rivers, canals also form part of the construction of highways. Systemic formwork is developed to construct these bridges over pile/open/well foundations and cranes are used to launch these bridging slabs. Project and Construction Management Our project and construction management division coordinates closely with architects, engineers, contractors, consultants and external agencies to deliver high-value solutions and keep the client informed of the project status at every stage of the project from inception to completion. Commissioning and Start-up Prior to delivery, our commissioning and start-up division conducts field testing to ensure that the pipeline or facility is not just operational, but that it meets our client’s exact contractual specifications as well as applicable regulations and requisite engineering and construction standards. To the extent that process facility relies on licensed technology, the licensor participates in its commissioning and start-up. During the pre-commissioning and commissioning phases, we subject the pipelines and/or equipment to simulated operating conditions. During the start-up phase, we assist in the commencement of the actual operation of the facility. Insurance and Guarantees Our operations are subject to hazards inherent in providing engineering and/or construction services, such as risk of equipment failure, work accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosion including hazards that may cause injury and loss of life, severe damage to and destruction of property, equipment and environmental damage. We may also be subject to claims resulting from defects arising from engineering, procurement and/or construction services provided by us within the warranty periods extended by us, which range from 12 to 24 months from the date of commissioning. We obtain appropriate and specialized insurance for all construction risks, third party liabilities for each project for the duration of the project and the defect liability period and generally maintain comprehensive insurance covering our assets and operations at levels which we believe to be appropriate. We maintain insurance policies mostly through highly rated insurers. Risks of loss or damage to project works and materials are often insured jointly with our clients. Loss or damage to our materials, property and/or materials used in the project, including contract works, whether permanent or temporary, and materials or equipment whether supplied by us or supplied to us by the client, are generally covered by “contractors’ all risks” insurance against material damage to property. Under the all risk insurance policy we are also provided cover for price escalation, debris removal and surrounding properties. Under our general public liability insurance policy, we are indemnified against legal liability to pay damages for third party civil claims arising out of bodily injury or property damage caused by an accident during the project in the course of business. For projects undertaken under BOOT basis, we maintain advance loss of profit policy during the construction period and loss of profit policies for the post-construction period. We have also obtained automobile policies, workmen compensation policies as well as hospitalization and group personnel accident policies for our permanent employees. We provide for key man insurance for certain of our key management personnel.

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We also subscribe to marine export import insurance policies for projects that involve transportation of equipment and/or work materials overseas. These policies provide cover for, among others, general average and salvage charges, as well as loss or damage to the cargo due to fire, explosion, grounding or capsizing of vessel or craft, discharge of cargo at a port of distress and collision. We are typically required to provide financial and performance guarantees guaranteeing our performance and/or financial obligations in relation to a project (typically ranging from 10.0% to 15.0% of the total project cost). The amount of guarantee facilities available to us depends upon our financial condition and availability of adequate security for the banks and financial institutions that provide us with such facilities. In certain geographical regions, we also use letters of credit in lieu of performance and/or financial guarantees for projects.

Highly qualified and motivated Employee base and Proven Management Team.

We believe that a motivated and empowered employee base is key to our competitive advantage. As of March 31, 2008, we employed directly or through our subsidiaries and joint ventures, a multinational work force of over 11,500 workforce across group companies, of which approximately 30% were engineers and approximately 25% held engineering diplomas. The skills and diversity of our employees give us the flexibility to best adapt to the most challenging needs of our clients in difficult terrain and climatic conditions by organizing our employees into multi-skilled, multicultural and mobile teams. We are dedicated to the development of the expertise and know-how of our employees. Our personnel policies are aimed towards recruiting talented employees and facilitating their integration into the Company, encouraging the development of their skills Our Work Culture and Achievements

Transcending cultural and ethnic barriers, our vast and varied workforce of over 11,500 skilled professionals, speaks only one language - that of attaining common goals. At all our projects, this team spirit among workers has contributed to precise co-ordination, motivation and enthusiasm. The dynamic synergy of this global resource has been the primary catalyst in the Group’s emergence as a premier engineering, procurement and construction player in the world.

We are a people-driven enterprise. Our innovative and diverse workforce has the will to take on challenges and see them through. Be it the scorching desert sun, the fierce monsoons or temperatures ranging from -50° celsius to +50° Celsius, our people have braved it all and brought accolades to the Company.

With diverse projects spread all over the world, our engineers have generated multi-disciplinary skills and a wide range of experience in project management and execution. The company integrates and trains local workforce with managers from India. In Kazakhstan, the Indian workforce learnt the local language on the job, hence bringing in a feeling of camaraderie with their fellow Kazakh workers. While the workforce comprised 85 per cent Kazakhs and 15 per cent Indians, both shared a strong bonding and even enjoy Indian meals together. Along with Kazakhs and Indians, Americans, British and Turkish manpower were also employed at the site. In the Baku Tbilisi Ceyhan (BTC), Georgia and South Caucasian pipeline, 70 per cent of workforce were Georgian nationals and the rest of the skilled manpower were Azeri, American, Bolivian, British, German, Indonesian, Indian, Italian, Kiwi and Turkish. In BTC Turkey, there were 2450 personnel from 10 countries.

Our Pipeline project in Oman had a unique environment, diverse people and varied landscapes. According to the company practice, Omanis were hired as Community Relations Officers. Also Omani drivers, unskilled, semi-skilled and skilled workers were hired to carry out activities on the pipeline such as stringing, welding etc. Business opportunities were provided in the form of sub contracts to local Area contractors. Local community women were hired as ‘Ladies Patrol’. At Doha Urban Pipeline Relocation Project, we had a British project manager, with Russian pipeline engineers, Georgian supervisors (who were earlier working with us on the BTC pipeline in Georgia), an Egyptian safety officer, Nepalese, Bangladeshi and Pakistani workers.

Our management team is well-qualified and experienced in the industry and has been instrumental in the growth of our operations. And our Board carries members who bring significant international business experience.

We are dedicated to the development of the expertise and know-how of our employees. Our personnel policies are aimed towards recruiting talented employees, and encouraging the development of their skills.

Employee Stock Option Scheme Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortized over the vesting period of the option on a straight line basis.

Labour Compliances

Employees Provident Fund and Miscellaneous Provisions Act, 1952 (the “EPF Act”)

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The Employees Provident Fund Act (the “EPF Act”) is intended for workers on their retirement and also for their dependents in the event of a worker’s death in the course of employment. Section 6 of the EPF Act provides that the employer must pay a contribution equal to 12% of an employees basic wage to the Employee’s Provident Fund. The Company has obtained registration under the provisions of EPF Act and has been issued registration no DL 10589 by Regional Provident Fund Commissioner. The Company has been consistent in depositing EPF contributions with the appropriate authority up to and including 31 September, 2008.

The Employees State Insurance Act, 1948 (the “ESI Act”)

The ESI Act provides certain benefits to employees in the case of sickness, maternity and employment injury. The ESI Act is applicable to any employee with a wage of Rs.7,500 or less. The employer must pay both the employer’s and the employee’s contribution, although the employer is entitled to recover the employee’s contribution from the employee by deducting it from the employee’s wage at the rate of 1.75% of the employee’s monthly wage. The employer must make its contribution totaling 4.75% of the monthly wage payable to the employee. The Company has obtained registration under the provisions of ESI Act and has been issued registration No. 11-17165 by Regional Director.

The Payment of Gratuity Act 1972 (the “Gratuity Act”)

The Gratuity Act 1972 is a retirement benefit. Where applicable, every employee (other than an apprentice) irrespective of his wages is entitled to receive gratuity after he has rendered continuous service for five years or more. A statutory right of gratuity is given to all employees whose services are terminated on account of superannuation, retirement, resignation, death, or disablement. However, the condition of five years continuous service is not necessary if services are terminated due to death or disablement. Gratuity is payable at the rate of fifteen day’s wages for every completed year of service or part in excess of Six months, not exceeding Rs.350,000. The gratuity can be withheld, to the extent of the damage caused, if the act for which the services of an employee were terminated resulted in loss to the employer. The provisions of Gratuity Act are applicable to the Company. The fund management has been outsourced to ICICI Prudential. The company follows A S 15 in this regard and provide for gratuity liability as per actuarial valuation.

Payment of Bonus Act, 1965

An Act to provide for the payment of bonus to persons employed in certain establishments on the basis of profits or on the basis of production or productivity Subject to the other provisions of this Act, every employer shall be bound to pay to every employee in respect of the accounting year commencing on any day in the year 1979 and in respect of every subsequent accounting year, a minimum bonus which shall be 8.33 per cent of the salary or wage earned by the employee during the accounting year or one hundred rupees, whichever is higher, whether or not the employer has any allocable surplus in the accounting year:

PLL complies with the provision of this act and every year bonus is paid to employees as per the provisions covered under this statute. Superannuation Scheme:

The company has a Pension Scheme is in place over and above EPS 95 , the pension scheme is voluntary in nature and the fund management is outsourced between LIC and ICICI prudential. In addition to the above there is an internal HR Labour compliance team is in place which is tasked with the responsibility to ensuring compliances w r.t to provisions specified under following statutes namely ;

1. PF Act 1952

2. Gratuity act 1972

3. ESI 1948

4. Employee Pension Scheme 1995

5. The Child Labour (Prohibition and Regulation) Act 1986

6. The E.P.F and Miscellaneous Provisions Act, 1952

7. The Maternity Benefit Act, 1961

8. Minimum Wages Act, 1948

9. Payment of Bonus Act, 1965

10. Payment of Gratuity Act, 1972

11. Payment of Wages (Amendment) Act 2005

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Government and Other Approvals The Company has all the requisite approvals for carrying on its existing activities and no further approval from any Government authority is at present required by the Company to undertake its current activities.

Contingent Liability As at 31st March, 2008, the Company has the following contingent liabilities which have not been provided for in the Books of Accounts of the Company:

Rs. in ‘000

a) i) Bank Guarantees given by the Company 252,435 ii) Bank Guarantees given on behalf of subsidiaries and joint ventures 55,456 b) Liquidated damages deducted by customers not accepted by the Company and pending 501,725 final settlement *. c) Corporate Guarantees given on behalf of subsidiaries, joint ventures and associates 32,817,356

33,626,972

*excludes possible liquidated damages which can be levied by customers for delay in execution of projects. The management believes that there exist strong reasons why no liquidated damages shall be levied by these customers.

d) Estimated future investments in joint venture & other companies in terms of respective shareholder agreements amounting in aggregate to Rs. 289,999 thousand.

e) (i) Sales tax demand of Rs. 37,432 thousand on the material components of the works contracts pending with Sales Tax Authorities and High Court. * (ii) Sales tax demand of Rs. 66,006 thousand for non submission of statutory forms.* (iii) Sales tax demand of Rs. 4,201 thousand for disallowance of deduction on purchases.* (iv) Sales Tax liability of Rs. 38,413 thousand for purchases against sales tax forms not accepted by department.* (v) Entry Tax liability of Rs. 18,856 thousand against entry of goods into the local area not accepted by department.* (vi) Sales Tax liability of Rs. 720 thousand against the CST demand on sales in transit.*

(vii) Sales Tax Liability of Rs. 20,278 thousand against disallowance of deductions.* (viii) Sales tax demand in respect of Internet Service Division regarding taxability of internet services Rs. 21,178 thousand. The same is contested by the company in view of similar matter decided by the Hon’ble Supreme Court of India in the case of Bharat Sanchar Nigam Limited & another Vs Union of India & others wherein it was held that internet services are not taxable as goods. * f) The Company has not acknowledged as debt a claim lodged by one of its suppliers amounting to Rs. Nil on account of services rendered in earlier years. The matter is under arbitration.* *Based on favourable decisions in similar cases/legal opinions taken by the Company/consultations with solicitors, the management believes that the Company has good chances of success in above mentioned cases and hence, no provision there against is considered necessary. Litigation The Company and its subsidiaries are not a party to any proceedings that, if determined against the Company and its subsidiaries, would have a material adverse effect on its business and operating results. The merits of the cases, the Company and its subsidiaries have not established reserves in their financial statements to cover the entire amounts of potential liability. Should any new development arise, such as a change in Indian law or a ruling against the Issuer or its subsidiaries by appellate courts or tribunals, the Company or its subsidiaries may need to establish reserves in its financial statements, which could increase its expenses and current liabilities. IV. BRIEF HISTORY OF ISSUER COMPANY SINCE INCORPORATION AND CHANGE IN CAPITAL STRCUTURE History The Company was originally incorporated as Punj Lloyd Engineering Private Limited on September 26, 1988. It was formed through the transfer of the engineering, turnkey and general construction division of the former Punj Sons Private Limited. This entity in turn formed part of the Punj group of companies which was in existence since 1954. Punj Lloyd Engineering Private Limited was subsequently renamed on July 11, 1989 as Punj Lloyd Private Limited. With effect from July 1, 1992, the word “Private” was deleted from the name of the Company under section 43A (1A) of the Companies Act. Subsequently, the Company became a public limited company on July 21, 1992.

The registered office of the Company is located at Punj Lloyd House, 17-18, Nehru Place, New Delhi – 110019, India and its corporate office is situated at 78, Institutional Area, Sector 32, Gurgaon – 122001, Haryana, India. The Company became a public listed Company in India on January 6, 2006. The Shares of the Company are listed on the BSE and the NSE.

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FCCB Issue Details

The Company had issued Foreign Currency Convertible Bonds due 2011 (FCCB) for an aggregate value of US $ 125 million. The Bonds are convertible at any time between July 1, 2006 and March 24, 2011, by holders into fully paid equity shares Of Rs. 10/- each of the Company, representing one equity share at an initial conversion price of Rs. 1362.94 per share with a fixed rate of exchange of Rs. 44.35 = US $ 1. The number of shares and price will be subject appropriate adjustments due to split of one equity shares of Rs. 10/- each into five equity shares of Rs. 2/- each.

The proceeds of the FCCB issue were primarily used to finance ongoing capital expenditures, repayment of international debt, possible acquisitions outside India, investment in wholly owned subsidiaries/joint ventures abroad, investment in BOT projects etc.

During the year, FCCBs aggregating to US $ 75,300,000 have been converted into 12,251,270 equity shares of Rs. 2/- each. As on date, FCCBs aggregating to US $ 49,700,000 are outstanding.

Zero Coupon Convertible Bonds due 2011 amounting of USD 49,700 thousand (Previous year USD 125,000 thousand) are pending for redemption as on March 31, 2008. Unless these Bonds have been previously converted, redeemed, repurchased and cancelled, the Company will redeem these Bonds at a redemption premium equal to 125.86% of the outstanding principal amount on the maturity date. Redemption premium, if any, will be charged against Securities Premium Account. In the opinion of the management, since the likelihood of redemption cannot presently be ascertained and redemption premium is chargeable against Securities Premium Account, therefore no provision for any liability that may result has been made in the financial statements. The bonds are considered monetary liability. The bonds are redeemable only if there is no conversion of the bonds earlier. Capital Structure a) Share capital as at the date of filing of the Information memorandum with BSE is set forth below: As on September 30, 2008 Amt. in INR SHARE CAPITAL A. Authorised Share Capital 350,000,000 Equity Shares of Rs. 2 each 700,000,000 10,000,000 Preference Shares of Rs. 10 each 100,000,000 B. Issued, Subscribed & Paid up 303464600 Equity Shares of Rs. 2 each 606,929,200

b) Since the present issue is of debt on a private placement basis, which is not convertible into equity, there is no requirement for promoter's contribution. There is no promoters' contribution to this Issue, nor is there any reservation for any group company or any other class of persons. c) The post-issue paid-up share capital shall be the same as pre-issue paid-up share capital, that is Rs. 606,929,200. The Debentures being issued under this Issue are not convertible. d) Share Premium Account as at 31.03.08 -: Rs. 18,859,007,000

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Shareholding Pattern as on September 30, 2008

Total shareholding as a percentage of total number of

shares

Cate-gory code

Category of shareholder

Number of shareholders

Total number of

equity shares

Number of shares held in dematerialized

form As a percentage of

(A+B) (A) Shareholding of

Promoter and Promoter Group

(1) Indian

(a) Individuals/ Hindu Undivided Family

13 35561311 31895051 11.72

(b) Bodies Corporate 7 21976950 21976760 7.24 Sub-Total (A)(1) 20 57538261 53871811 18.96 (2) Foreign

(a) Individuals (Non-Resident Individuals/ Foreign Individuals)

1 1430540 1430540 0.47

(b) Bodies Corporate 1 75691430 28384285 24.94 (c) Institutions (d) Any Other (specify) Sub-Total (A)(2) 2 77121970 29814825 25.41 Total Shareholding

of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

22 134660231 83686636 44.37

(B) Public shareholding (1) Institutions (a) Mutual Funds/ UTI 85 55277079 55277079 18.22 (b) Financial

Institutions/ Banks 32 3151216 3151216 1.04

(c) Central Government/ State Government(s)

(d) Venture Capital Funds

(e) Insurance Companies

(f) Foreign Institutional Investors

89 44104189 44104189 14.53

(g) Foreign Venture Capital Investors

1 9675851 9675851 3.19

(h) Any Other (specify) Sub-Total (B)(1) 207 112208335 112208335 36.98 (2) Non-institutions (a) Bodies Corporate 2455 19709196 19709106 6.49 (b) Individuals - i. Individual

shareholders holding nominal share capital up to Rs. 1 lakh.

222579 23948550 23940918 7.89

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

9 7425529 7425529 2.45

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(c) Any Other (specify) Clearing Member 425 2764300 2764300 0.91 Trusts 14 38775 38775 0.01 NRIs 3423 2709572 2709572 0.89 Foreign National 2 112 112 0.00 Sub-Total (B)(2) 228907 56596034 56588312 18.65 Total Public

Shareholding (B)= (B)(1)+(B)(2)

229114 168804369 168796647 55.63

TOTAL (A)+(B) 229136 303464600 252483283 100.00 Changes in Capital Structure Year Mode of Issue Increase in Share

Capital (INR) Share Capital (After increase) (INR)

September 26, 1988 Cash 2000 2000

May 29, 1989 Cash 19200000 19202000

May 18, 1991 Cash 3898000 23,100,000

July 27, 1992 Cash 2633000 25,733,000

July 27, 1992 Consideration other than cash

1367000 27,100,000

April 25, 1994 Cash 28200000 55,300,000

July 28, 1995 Bonus issue in the ratio of 22:10

121660000 176,960,000

July 29, 1995 Conversion of unsecured FCDs into Equity Shares

29488000 206,448,000

September 29, 2004 Consideration other than cash

18170 206,466,170

November 11, 2004 Cash 36705100 243,171,270

September 30, 2005 Consideration other than cash

30982960 274,154,230

September 30, 2005 Bonus issue in the ratio of 3:5

164492390 438,646,620

December 29, 2005 Initial Public Offer 83551740 522,198,360

December 6, 2006 ESOP 237310 522,435,670

January 5, 2007 ESOP 56330 522,492,000

February 9, 2007 ESOP 22490 522,514,490

February 26, 2007 ESOP 6180 522,520,670 April 4, 2007 ESOP 22630 522,543,300 June 6, 2007 ESOP 4970 522,548,270 July 13, 2007 ESOP 14410 522,562,680 August 21, 2007 QIB Placement 59200000 581,762,680

September 6, 2007 ESOP 10390 581,773,070

October 10, 2007 ESOP 11100 581,784,170

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November 6, 2007 ESOP 17610 581,801,780

November 16, 2007 FCCB Conversion 12495320 594,297,100

December 8, 2007 ESOP 305102 594,602,202

December 17, 2007 FCCB Conversion 8069892 602,672,094

January 15, 2008 ESOP 220580 602,892,674

January 23, 2008 FCCB Conversion 3937328 606,830,002

February 7, 2008 ESOP 35840 606,865,842

March 5, 2008 ESOP 26320 606,892,162 April 4, 2008 ESOP 13040 606,905,202 May 6, 2008 ESOP 18518 606,923,720 June 5, 2008 ESOP 580 606,924,300 August 5, 2008 ESOP 1600 606,925,900

September 9, 2008 ESOP 3300 606,929,200

Total Equity Share Cap as on 30.09.2008

606,929,200

List of Top 10 Shareholders and number of Equity Shares held by them (as on September 30, 2008)

Sr. No. Name of Shareholder Address Number of Shares

Percentage

1 CAWDOR ENTERPRISES LIMITED

PALM GROVE HOUSE ROAD TOWN TORTOLA BRITISH VIRGIN ISLANDS

75691430 24.94

2 INDTECH CONSTRUCTION PRIVATE LIMITED

17 18 NEHRU PLACE NEW DELHI 110019

21153230 6.97

3 WARBURG PINCUS INTERNATIONAL LLC A/C STONERIDGE IN

HSBC SECURITIES SERVICES 2ND FLOOR "SHIV", PLOT NO 139-140 B, WESTERN EXP. HIGHWAY, SAHAR RD JUNCT VILE PARLE-E, MUMBAI 400057

14800000 4.87

4 SATYANARIAN PRAKASH PUNJ / INDU RANI PUNJ

PUNJ LLOYD HOUSE 17/18 NEHRU PLACE NEW DELHI 110019

10352065 3.41

5 INDU RANI PUNJ / SATYANARIAN PRAKASH PUNJ

PUNJ LLOYD HOUSE 17/18 NEHRU PLACE NEW DELHI 110019

10342065 3.40

6 MERLION INDIA FUND III LIMITED

C/O STANDARD CHARTERED BANK SECURITIES SERVICES 23-25, M.G. ROAD, FORT MUMBAI 400001

9675851 3.18

7 CITIGROUP GLOBAL MARKETS MAURITIUS PRIVATE LIMITED

CITIBANK N.A. 77,RAMNORD HOUSEDR. A.B.ROAD

7764659 2.55

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WORLI, MUMBAI 400018

8 MANGALAM PUNJ / UDAY PUNJ

CHIMES 55 SULTANPUR FARM NEW DELHI 110030

6997725 2.30

9 RELIANCE CAPITAL TRUSTEE CO. LTD. A/C RELIANCE DIVERSIFIED POWER SECTOR FUND

DEUTSCHE BANK AGDB HOUSE, HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE, FORT P.O.BOX NO.1142, MUMBAI 400001

6557589 2.16

10 RELIANCE CAPITAL TRUSTEE CO. LTD-RELIANCE NATURAL RESOURCES

DB HOUSE HAZARIMAL SOMANI MARG, FORT, POST BOX – 1142 MUMBAI 400001

6235430 2.05

V. SECURITIES TO BE ISSUED AND LISTED UNDER CURRENT DOCUMENT Under the purview of current document, the Company intends to raise an amount of Rs. 150 crores of Secured Redeemable Non Convertible Debentures.

The Company has a valid rating of CARE AA (pronounced CARE Double A) as per the details given below and the rating letter from the rating agency is enclosed at the end of this document. The detail terms sheet of the proposed debenture issue is given in section XXIII of this document.

CREDIT RATING:

For Secured Redeemable Non Convertible Debentures “CARE AA” (pronounced CARE Double AA ) by CARE Limited for Rs. 150 crores long term NCDs indicating “high safety for timely servicing of debt obligations. Such instruments carry very low credit risk”.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

VI. DETAILS OF THE ISSUE SIZE The Company proposes to mobilise through private placement of Secured Redeemable NonConvertible Debentures (NCDs) of the face value of Rs.10,00,000/- each at par aggregating Rs. 150 crores. SUMMARY TERM SHEET Issuer Punj Lloyd Limited (PLL) No. of Debentures 1500 Face Value Rs. 10,00,000 each Minimum Subscription 1 debenture of Rs. 10,00,000 each and in multiple of 1 thereafter. Tenor 10 years from the date of allotment. The debenture shall be redeemable in 10 equal half

yearly installments after a moratorium of 5 years from the date of allotment Coupon Rate 12% p.a. payable quarterly* Redemption Date Put/Call Option None Rating CARE AA (pronounced CARE Double A )

49

Listing The debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Limited (BSE)

Issuance The Debentures are proposed to be issued in Dematerialised form

Trading The Debentures will be traded in Dematerialized form only Depository NSDL/CDSL

Security The NCDs shall be secured by First Pari passu charge on the moveable fixed assets of the project division of the company ** and first pari passu charge on the land and building of the company at Banmore, Madhya Pradesh, and exclusive charge on the residential building of the company situated at Juhu, Mumbai, with a minimum asset cover of 1.33 times

Security Creation The security shall be created in favour of the Trustees within 90 Days from the Deemed Date of Allotment or such extended period as may be permitted by the relevant authority (ies).

Settlement Payment of interest will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system

Issue Open Date Issue Closing Date Pay In Date Deemed Date of Allotment

*Subject to TDS at applicable rate ** Fixed Assets of the project division of the company include Plant and equipment for construction, vehicles, barges, etc. The net block of the same as on 30th September 2008 is Rs.844.80 Crores. The Company reserves the right to change the issue program and also accept or reject any application in part or in full without assigning any reason.

VII. DETAIL OF UTILISATION OF PROCEEDS OBJECTS OF THE ISSUE The Present issue of Debenture is being made to meet long term working capital requirement and general corporate purposes requirement of the company.

The Main Object Clause of the Memorandum of association of the Company enables it to undertake the activities for which the funds are being raised through the present issue and also the activities which the Company has been carrying on till date. The proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for meeting issue objects. The Issue proceeds are not being raised for the purpose of any specific or identified project. Thus, there has been no appraisal. VIII. MATERIAL CONTRACTS INVOLVING FINANCIAL OBLIGATION The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this document which are or may be deemed material have been entered or to be entered into by the Company.

These material contracts, and material documents referred to hereunder, may be inspected at the Registered Office of our company between 10.00 am to 4.00 pm on working days.

Material Contracts

Copy of letter from the Company dated December 15, 2008 appointing IDBI Trusteeship Services Limited as Trustee to the Issue.

Material Documents 1) Certified true copies of the Memorandum and Articles of Association of the Company, as amended from time to time.

2) Copy of the Certificate of Incorporation of the Company dated July 01,1992.

3) Certified true copy of the Resolution(s) of the Company passed at the Annual General Meeting held on December 18, 2003 for increase in borrowing limits.

50

4) Copies of Annual Reports of our Company for the last five financial years.

5) Certified true copy of the Resolution of the Members of the Company passed at the Annual General Meeting appointing M/s S.R.Batliboi & Co. as statutory auditors of the Company.

6) Copy of tripartite agreement between the Company, Karvy Computershare Private Limited and National Securities Depository Limited.

7) Copy of tripartite agreement between the Company, Karvy Computershare Private Limited and Central Depository Services (India) Limited.

IX. DETAILS OF PAST BORROWINGS The Company has obtained various financial facilities from banks and financial institutions which include working capital demand loans, cash credits, bank guarantees and a letter of credit issuance facility, short-term loans, corporate loans, non-convertible debentures and suppliers’ bill discounting facility. As at 30th September, 2008, borrowings from banks and institutions were: Particulars Outstanding (Rs./ in Lacs.) Secured 1,74,338.46 Unsecured 28,401.87 The table below sets forth outstanding borrowing of the Company as on 30th September 2008: Secured Outstanding (Rs./ in Lacs) Debentures NIL Term Loans 50,485.44 Working Capital Loans 1,23,853.02 Total 1,74,338.46

Unsecured Foreign Currency Convertible Bonds 23259.60

Foreign Currency Loans from Banks ECB NIL

Short Term Loans from Banks 5142.27

Total 28,401.87 Details of Security for Secured Indebtness

TERM LOANS : INR in Lacs PARTICULARS Sanctioned

Outstanding/ Utilised

Security Repayment

VIJAYA BANK 4,000.00

2,500.00

Exclusive charge on the Equipment Purchased out of the Loan

16 equal Qtrly. Repyt.of Rs.250 Lacs starting from June 07

STATE BANK OF PATIALA

5,000.00

2,997.00

Pari Passu first charge on the exsiting & future movable fixed assets of the project division of company

Equal Qtrly. Repyt. of Rs.333.33 Lacs starts on Jun 2007 (15 qtrly. Installments)

UCO BANK 3,000.00

750.00

First pari passu charge on the fixed assets of the project div. of company.

16 equal qtrly. Instalments of Rs.187.5 Lacs starting from Oct 05

51

STATE BANK OF BIKANER & JAIPUR

2,500.00

1,832.00

First pari passu charge on the fixed assets of the project div. of company excluding Land & Building and those, which are exclusively charged to Banks/FI's. 2nd pari passu charge on the current assets Division of the Company (other than the receivables of the projects financed by other Banks)

To be Repaid in 15 qtrly Instt., 14 of Rs. 167 Lacs & 15th of Rs. 162 Lacs starting from Dec. 2007.

ORIENTAL BANK OF COMMERCE

5,000.00

3,437.50

First Pari passu charge on the moveable fixed assets of the project division of the company

To be repaid in 16 Qtrly. Installments starting from Sep 07

EXIM Bank 1,975.00

1,510.28

1st charge on movable fixed assets of the project division of the company, excluding specific assets having exclusive charge.

To be repaid in 17 Quaterly installments commencing Dec 07

EXIM Bank 2,789.80

2,133.36

1st charge on movable fixed assets of the project division of the company, excluding specific assets having exclusive charge. Pledge of PLL's shareholding in the subsidiaries in Indonesia & Kazakhastan and JV in Qatar & Saudi Arabia & Mandate assigning all receivable due to PLL including ineralia dividends, interest and any other monies from the aforesaid subsidiaries / JVs in favor of EXIM Bank

To be repaid in 17 Quaterly installments commencing Dec 07

UNITED BANK OF INDIA

4,000.00

2,750.00

First Pari passu charge on the moveable fixed assets of the project division of the company

16 equal qrtly. Installmet of Rs.250 Lacs each starting from starting from Sep 07

FEDERAL BANK 2,500.00

1,372.00

Exclusive charge on the Equipment Purchased out of the Loan

In 20 equal Qtrly installments starting from Sep .06

CENTRAL BANK 4,000.00

2,500.00

Exclusive charge on the Equipment Purchased out of the Loan

Tol be repaid in 16 Qtrly instalments starts from June 2007

ING VYSYA BANK 2,500.00

1,522.69

Exclusive charge on the Equipment Purchased out of the Loan

Repayable in 16 Qrtly Installments starting from Sep 08

STATE BANK OF INDIA

2,500.00

2,291.66

First Pari passu charge on the moveable fixed assets of the project division of the company

Repayable in 12 quarterly installments of Rs. 208.33 lacs each. From Aug 08

INDIAN BANK 5,000.00

1,578.99

Exclusive charge on the Equipment Purchased out of the Loan

Repayable in 16 Qrtly Installments starting from Oct 08

IPL LOAN TRUST 5,000.00

5,000.00

2nd Pari passu charge on the moveable fixed assets of the project division of the company

Repayable in May 09

BANK MUSCAT 5,550.71

2,784.55

Exclusive charge on the Equipment purchased out of the Loan of OMR 4.5 million. Corporate Guarnatee of Punj Lloyd Ltd.

To be repaid in 14 equal quarterly Installments of RO 321500/- starting six months after the first disbursement of the Loan.

52

HSBC BANK, MIDDLE EAST

1,074.15

1,074.15

Exclusive charge on the Equipment Purchased out of the Loan. Corporate Guarantee of Punj Lloyd Ltd.

Equip. Loan of USD 4.85 million to be repaid in 12 qtrly installmets of USD 320833.34 with the 1st installment falling due after 6 mths of the first disbursal of the loan.

EMIRATES BANK, MIDDLE EAST

2,579.20

1,868.12

Negative Pledge on the Equipment Purchased out of the Loan. Corporate Guarantee of Punj Lloyd Ltd. Demand Promisory note for AED 20.00 million.

Loan to be repaid in 16 equal quarterly installments, over a period of 4.5 yrs including the grace period of 6 months.

BNP PARIBAS, MIDDLE EAST

1,934.40

967.20

Mortgage Deed of Machinary & Equipment of M/s Punj Lloyd Ltd. - Abu Dhabi valued at AED 18,789,000. Corporate Guarantee of Punj Lloyd Ltd.- India for AED 146,201,000.

To be repaid in 10 quaterly equal installments First installment being due at the end of 3 month from the date of drawdown of the term loan.

FIRST GULF BANK

967.20

648.74

Negative plegde on Machinary & Equipment. Corporate Gaurantee of Punj Lloyd Ltd

Principal plus interest to be repaid in 48 equal monthly installments. 1st installment due after 1 month of drawdawn.

FIRST GULF BANK

2,368.35

958.00

Negative plegde on Machinary & Equipment. Corporate Gaurantee of Punj Lloyd Ltd

Pricipal to be repaid in 44 monthly installments.

Equipment Loans from various Banks/Financers

18,498.53 10,009.20 Exclusive charge on the Equipment purchased out of the Loan.

TOTAL TERM LOANS

82,479.42

50,485.44

WORKING CAPITAL FACILITIES :

INR in Lacs PARTICULARS Sanctioned

Outstanding/ Utilised

Security Repayment

Cash Credit/ WCDL/ Overdraft/ PCFC/ EPC from Various Banks

2,50,888.96

1,23,853.02

First pari passu charge on the current assets of the Project division(Excluding receivables of the Project financed by other banks), Pari passu second charge on moveable fixed assets of the project division of the Company. Exclusive charge on the receviables of the Project being Financed.

X. MATERIAL DEVELOPMENT

There are no material event/development or change at the time of issuance of this document which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities. XI. DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, AT PREMIUM OR AT DISCOUNT, IN PURSUANCE OF AN OPTION. The Issuer company has not issued any debt securities for consideration other than cash, at premium, or at discount. The details of the FCCB’s issued are provided in the section IV titled Brief History of Issuer Company since incorporation and changes in

53

Capital Structure.

XII. DETAILS OF HIGHEST TEN HOLDERS OF EACH KIND OF SECURITIES

There is no debenture outstanding in the company’s cooks Holding of -------% NCDs aggregating Rs. ---------crores (o/s Rs. -------crores) as on 30th June 2008: Sr.Number of % No Name of holder Address NCDs Held

XIII. UNDERTAKING TO USE A COMMON FORM OF TRANSFER The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures.

XIV. REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION

Tenor 10 years from the date of allotment. The debenture shall be redeemable in 10 equal half yearly installments after a moratorium of 5 years from the date of allotment

Coupon Rate 12% p.a. payable quarterly* Redemption Date Minimum Subscription Trading 1 debentures of Rs. 10,00,000 each and in multiple of 1 thereafter The

Debentures will be traded in Dematerialised form only Depository NSDL/CDSL Security The NCDs shall be secured by First Pari passu charge on the moveable fixed assets

of the project division of the company and first pari passu charge on the land and building of the company at Banmore, Madhya Pradesh, and exclusive charge on the residential building of the company situated at Juhu, Mumbai, with a minimum asset cover of 1.33 times.

Settlement Payment of interest and pricipal will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system

* Subject to TDS at applicable rate.

XV. TERMS OF OFFER Issuer Punj Lloyd Limited (PLL) Issue Size Rs. 150 Crores Instrument Secured Redeemable Non Convertible Debentures Issuance Only in Dematerialised form Put/Call Option None Face Value Rs. 10,00,000 each Issue Price Rs. 10,00,000 each Interest on Application Money Interest at the coupon rate (subject to deduction of income tax under the provisions

of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Bonds. Such interest shall be paid from the date of realisation of cheque(s)/ demand draft(s) upto one day prior to the Deemed Date of Allotment. The interest on application money will be computed on an Actual/ 365 day basis. Such interest would be paid on all the valid applications, including the refunds. Where the entire subscription amount has been refunded, the interest on application money will be paid alongwith the Refund Orders. Where an applicant is allotted lesser number of bonds than applied for, the excess amount paid on application will be refunded to the applicant alongwith the interest on application money.

Interest Payment To be finalized Interest Calculation Interest for each of the interest periods shall be calculated, on actual/ 365 (366 in

case of a leap year) days' basis, on the face value of principal outstanding on the Bonds at the coupon rate rounded off to the nearest Rupee.

Record Date The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date.

54

Listing The debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Limited (BSE)

Rating CARE AA (pronounced CARE Double A ) Trustee IDBI Trusteeship Services Limited

Issue Programme Issue Open Date Issue Closing Date Pay In Date Deemed Date of Allotment

The Company reserves the right to change the issue programme and also accept or reject any application in part or in full without assigning any reason.

Other Offer details: 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.

Letter(s) of Allotment/ Debenture Certificate(s)/ Refund Order(s) Issue of Letter(s) of Allotment The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 15 days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate.

Issue of Debenture Certificate(s) Subject to the completion of all legal formalities within 3 months from the Deemed Date of Allotment, or such extended period as may be approved by the Appropriate Authorities, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Debentures allotted.

The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof.

Dispatch of Refund Orders The Company shall ensure dispatch of Refund Order(s) of value upto Rs. 1,500/- under certificate of posting and Refund Order(s) of value of over Rs. 1,500/- by Registered Post only and adequate funds for the purpose shall be made available to the Registrar to the Issue by the Issuer Company.

Terms of Payment The full face value of the Debentures applied for is to be paid alongwith the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s) for the full face value of the Debentures applied for. Face Value Per Minimum Application for Amount Payable on Debenture Application per Debenture Rs. 10,00,000/- 1 Debentures & in multiples of Rs. 10,00,000/- 1 Debenture thereafter Payment of Interest The interest will be payable to the Bondholder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Bank on the Record Date/ Book Closure Date. Payment of interest will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system. In case of cheque/demand draft the same will be dispatched to the sole/ first applicant, 7 days before the due date(s) by registered post at the sole risk of the applicant.

Tax Deduction at Source (TDS) Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re- enactment thereof will be deducted at source. For seeking TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged at least 15 days before the payment of interest becoming due with the Company Secretary, or to such other person(s) at such other address(es) as

55

the Company may specify from time to time through suitable communication. Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source, the Company shall send to the Debentureholder(s) a Certificate of Tax Deduction at Source.

Tax Benefits Under the existing provisions of the Income Tax Act, 1961 for the time being in force, the following tax benefits and deductions will be available to the Debentureholder(s) of the Company subject to the fulfillment of the requirements of the relevant provisions. The tax benefits are given as per the prevailing tax laws and may vary from time to time in accordance with the amendments or enactment thereto. As alternate views are also possible, the Debentureholder(s) are advised to consult their own tax advisers on the tax implications of the acquisition, ownership and sale of Debentures, and income arising thereon

I. To Resident Debentureholders No Income Tax will be deducted at source from interest payable on Debentures in the following cases: a) In case of payment of interest to a Debentureholder, who is an individual and resident in India, where the interest payment in the aggregate during the financial year does not exceeds Rs. 2,500/-; b) Tax will be deducted at a lower rate where the Assessing Officer, on an application of any Debentureholder, issues a certificate for deduction of tax at such lower rate as per provisions of the Section 197(1) of the Income Tax Act.

In all other situations, tax would be deducted at source on each payment as per prevailing provisions of the Income Tax Act. Details on deduction of tax at source are given under para ‘Tax Deduction at Source (TDS)’ mentioned elsewhere in this Information Memorandum. No Wealth Tax is payable in respect of investments in Debentures of the Company. II. To other Eligible Institutions a) Mutual Funds registered under the SEBI Act or regulations made thereunder or such other mutual fund sets up by public sector bank or public financial institution or authorised by Reserve Bank of India and notified by the Central Government will, subject to the provisions of Chapter XII-E, be exempted from income tax on all their income, including from investment in Bonds/ Debentures under the provisions of Section 10(23D) of Income Tax Act. b) No Wealth Tax is payable in respect of investments in Debentures of the Company. Notes: 1. All the above benefits are as per the current tax law as amended by the Finance Act, 2008 2. The stated benefits will be available only to the sole/ first named holder in case the Debentures are held by joint holders.

Redemption The face value of the Debentures will be redeemed at par. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Mumbai), then the payment due shall be made on the next Business Day. Payment on Redemption Payment on redemption will be made by cheque(s)/ warrants(s) in the name of the Debentureholder whose name appears on the List of Beneficial owners given by Depository to the Company as on the Record Date. On the Company dispatching the redemption warrants to such Beneficiary(ies) by registered post/ courier, the liability of the Company shall stand extinguished.

The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Debentureholders. On such payment being made, the Company will inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Debentureholders with NSDL/ CDSL/ Depository Participant will be adjusted. The Company’s liability to the Debentureholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. Effect of Holidays Should any of dates defined above or elsewhere in the Information Memorandum, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s).

List of Beneficial Owners

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The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Debenture Redemption Reserve (DRR) As per extant circular no. 6/3/2001-CL.V dated 18.04.2002 issued by the Government of India with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures issued through private placement route. In terms of extant provisions of Companies Act, 1956, the Company is required to create Debenture Redemption Reserve out of profits, if any, earned by the Company. The Company shall create a Debenture Redemption Reserve (‘DRR’) and credit to the DRR such amounts as applicable under provisions of Section 117C of the Companies Act 1956 (as amended from time to time) or any other relevant statute(s), as applicable. Notices All notices to the Debentureholder(s) required to be given by the Company or the Trustees shall be published in one English and one regional language daily newspaper in Mumbai, New Delhi, Kolkata and Chennai and/ or, will be sent by post/ courier to the sole/ first allottee or sole/ first Beneficial Owner of the Debentures, as the case may be from time to time. All notice(s) to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication.

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.

Sharing of Information The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debentureholders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Undertaking by the Issuer The Issuer Company undertakes that: a) the complaints received in respect of the Issue shall be attended to by the issuer company expeditiously and satisfactorily; b) it shall take all steps for completion of formalities for listing and commencement of trading at all the concerned stock exchange(s) where securities are to be listed and taken within 70 working days from the date of closure of issue. c) the funds required for dispatch of refund orders by registered post shall be made available to the Registrar to the Issue by the Issuer Company; d) no further issue of securities shall be made till the securities offered through this Information Memorandum are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc; e) necessary co-operation to the credit rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. Depository Arrangements The Company has appointed Karvy Computershare Private Limited. as Registrars & Transfer Agent for the present Debenture issue. The Company has made necessary depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for issue and holding of Debentures in dematerialised form. In this context the Company has signed two tripartite agreements as under: 1) Tripartite Agreement between Punj Lloyd Ltd., Karvy Computershare Private Limited and National Securities Depository Limited (NSDL) for offering depository option to the investors. 2) Tripartite Agreement between Punj Lloyd Ltd., Karvy Computershare Private Limited and Central Depository Services (India) Limited (CDSL) for offering depository option to the investors.

Investors can hold the debentures only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

Procedure for applying for Demat Facility 1. The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the application. 2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID) appearing in the Application Form under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialised Form’.

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3. Debentures allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP. 4. For subscribing the debentures, names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository. 5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue. 6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialised Form’ in the application form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Company. 7. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any. 8. It may be noted that Debentures being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. The Stock Exchange, Mumbai where the Debentures of the Company are proposed to be listed has connectivity with NSDL and CDSL. 9. Interest or other benefits would be paid to those Debentureholders whose names appear on the list of beneficial owners given by the Depositories to the Company as on Record Date/ Book Closure Date. In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

Trustees for the Debentureholders The Company has appointed IDBI Trusteeship Servises Ltd. to act as Trustees for the Debentureholders (hereinafter referred to as “Trustees”). A copy of letter from IDBI Trusteeship Servises Ltd. conveying their consent to act as Trustees for the Debentureholders is enclosed elsewhere in this Information Memorandum. 1. The Company and the Trustees will enter into a Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. 2. The Debentureholder(s) shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Information Memorandum. 3. All the rights and remedies of the Debentureholder(s) shall vest in and shall be exercised by the said Trustees without having it referred to the Debentureholder(s). 4. No Debentureholder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. 5. Any payment made by the Company to the Trustees on behalf of the Debentureholders shall discharge the Company pro tanto to the Debentureholder(s). 6. The Trustees will protect the interest of the Debentureholder(s) in the event of ‘Default’ by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company. Right to Accept or Reject Applications The Board of Directors/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a)Number of debentures applied for is less than the minimum application size; b)Applications exceeding the issue size; c)Bank account details not given; d)Details for issue of debentures in electronic/ dematerialised form not given; e)PAN/GIR and IT Circle/Ward/District not given; f)In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted; g) In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted. How to Apply This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures issued by the Company. The document is for the

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exclusive use of the Institution(s) to whom it is delivered and it should not be circulated or distributed to third parties. The document would be sent specifically addressed to the institution(s) by the Issuer Company. Only eligible investors as given hereunder may apply for debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. Applications should be for a minimum of 1 Debentures and in multiples of 1 Debenture thereafter. Applications not completed in the said manner are liable to be rejected. Application Form duly completed in all respects must be submitted with any of the designated branches of the Bankers to the Issue. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants.

The applicant or in the case of an application in joint names, each of the applicant, should mention his/her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A(5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit Form 15G/15AA/other evidence, as the case may be for nondeduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected.

Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein.

Unless the Issuer Company specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of ‘PUNJ LLOYD LIMITED’ and crossed ‘Account Payee Only’. Cash, outstation cheques, money orders, postal orders and stockinvest shall not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail. Detailed instructions for` filling up the application form and list of collection centers are provided elsewhere in this Information Memorandum.

No separate receipts shall be issued for the application money. However, Bankers to the Issue at their Designated Branch(es) receiving the duly completed Application Forms will acknowledge the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. Applications shall be deemed to have been received by the Issuer Company only when submitted to Bankers to the Issue at their designated branches or on receipt by the Registrar as detailed above and not otherwise. For further instructions, please read Application Form carefully.

Who Can Apply The following categories of investors may apply for the debentures, subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents alongwith the application form. 1.Scheduled Commercial Banks; 2.Regional Rural Banks; 3.Financial Institutions; 4.Insurance Companies; 5.Mutual Funds; 6.Companies, Bodies Corporate authorised to invest in debentures.

Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged alongwith the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication.

Application by Mutual Funds In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset

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Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

Future Borrowings The Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debentureholder(s) in this connection. Purchase/ Sale Of Debentures The Company will have the power exercisable at its absolute discretion from time to time to purchase some or all the Debentures at any time prior to the specified date(s) of redemption, at discount, at par or at premium from the open market in accordance with the applicable laws. Such Debentures, at the option of the Company, may be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law. Right to Re-Issue In the event of the Debentures being so purchased and/ or redeemed before maturity in any circumstances whatsoever, the Company shall have the right to re-issue the Debentures under section 121 of the Companies Act, 1956 or any other relevant statute(s), as applicable. Debentureholder not a Shareholder The Debentureholders will not be entitled to any of the rights and privileges available to the Shareholders.

Rights of Debentureholders ♦ The Debentures shall not, except as provided in the Companies Act, 1956 confer upon the holders thereof any rights or privileges available to the members of the Company including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Company. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debentureholders for their consideration. In terms of Section 219 (2) of the Act, holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to the Company. ♦ The rights, privileges and conditions attached to the Debentures may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Debentures or with the sanction of Special Resolution passed at a meeting of the concerned Debentureholders, provided that nothing in such consent or resolution shall be operative against the Company, where such consent or resolution modifies or varies the terms and conditions governing the Debentures, if the same are not acceptable to the Company. ♦ The registered Debentureholder or in case of joint-holders, the one whose name stands first in the Register of Debentureholders shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debentureholders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of Debentures held by him/her on every resolution placed before such meeting of the Debentureholders. ♦ The Debentures are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles, the terms of this prospectus and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Debenture Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Debentures. ♦ Save as otherwise provided in this Information Memorandum, the provisions contained in Annexure C and/ or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Debentureholders, in relation to matters not otherwise provided for in terms of the Issue of the Debentures. ♦ A register of Debentureholders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debentureholders.

The Debentureholders will be entitled to their Debentures free from equities and/or cross claims by the Company against the original or any intermediate holders thereof.

Trustee for the Issue

IDBI TRUSTEESHIP SERVICES LTD. SEBI Registration No.: IND 000000460 Address: Asian Building, Ground Floor, 17, R.Kamani Marg, Ballard Estate, Mumbai - 400001

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XVI. DISCOUNT ON THE OFFER PRICE The debentures are being issued at the face value and not at discount to offer price.

XVII. DEBT EQUITY RATIO The debt equity ratio of the Company as on 31st March 2008 is 0.56 times and subsequent to the issue to these debentures will be 0.62 times.

XVIII. SERVICING BEHAVIOUR OF THE EXISTING DEBTS The company is discharging all its liabilities in time and would continue doing so in future as well. The company has been paying regular interest and on redemption repaying the bank.

XIX. PERMISSION AND CONSENT FROM THE CREDITORS. The Company shall procure consent from the existing charge holders for creation of security for the Debentures on pari passu basis. The trustee shall in future provide consent to create pari-passu charge subject to the Issuer Company complying with the requisite terms of the debentures issued.

XX. NAME OF DEBENTURE TRUSTEE.

IDBI TRUSTEESHIP SERVICES LTD SEBI Registration No.: IND 000000460 Address: Asian Building, Ground Floor, 17, R.Kamani Marg, Ballard Estate, Mumbai - 400001 The Company has appointed IDBI Trusteeship Services Ltd. to act as Trustees for the Debenture holders. A copy of letter from IDBI Trusteeship Services Ltd. conveying its consent to act as Trustees for the Debenture holders is enclosed.

XXI. RATING RATIONALE ADOPTED BY RATING AGENCIES

“CARE AA” (pronounced CARE Double AA ) by CARE Limited for Rs. 150 crores long term NCDs indicating “high safety for timely servicing of debt obligations. Such instruments carry very low credit risk”. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.. XXII. LISTING OF DEBENTURES The Company shall get the debentures listed on the WDM segment of the Bombay Stock Exchange. XXIII. TERM SHEET

Issuer Punj Lloyd Ltd. ( PLL) Issue Size Rs. 150 Crores Instrument Secured Redeemable Non Convertible Debentures Issuance Only in Dematerialised form Put/Call Option None Face Value Rs. 10,00,000 each Issue Price Rs. 10,00,000 each

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Interest on Application Money Interest at the coupon rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Bonds. Such interest shall be paid from the date of realisation of cheque(s)/ demand draft(s) upto one day prior to the Deemed Date of Allotment. The interest on application money will be computed on an Actual/ 365 day basis. Such interest would be paid on all the valid applications, including the refunds. Where the entire subscription amount has been refunded, the interest on application money will be paid alongwith the Refund Orders. Where an applicant is allotted lesser number of bonds than applied for, the excess amount paid on application will be refunded to the applicant alongwith the interest on application money.

Interest Payment To be finalized Interest Calculation Interest for each of the interest periods shall be calculated, on 'actual/ 365 (366 in

case of a leap year) days' basis, on the face value of principal outstanding on the Bonds at the coupon rate rounded off to the nearest Rupee.

Record Date The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date.

Listing The debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Limited (BSE)

Rating CARE AA (pronounced CARE double AA ) Trustee IDBI Trusteeship Services Ltd. Tenor 10 Years Coupon Rate 12% p.a. payable quarterly* Redemption Date Minimum Subscription 1 debentures of Rs. 10,00,000 each and in multiple of 1 thereafter. Trading The Debentures will be traded in Dematerialised form only NSDL/CDSL Depository NSDL/CDSL Security The NCDs shall be secured by First Pari passu charge on the moveable fixed assets

of the project division of the company and first pari passu charge on the land and building of the company at Banmore, Madhya Pradesh, and exclusive charge on the residential building of the company situated at Juhu, Mumbai, with a minimum asset cover of 1.33 times.

Settlement Payment of interest and pricipal will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system

Issue Programme Issue Open Date Issue Closing Date Pay In Date Deemed Date of Allotment * Subject to TDS at applicable rate.

The Company reserves the right to change the issue programme and also accept or reject any application in part or in full without assigning any reason.

Trustee for the Issue IDBI Trusteeship Services Ltd. SEBI Registration No.: IND 000000460 Address: Asian Building, Ground Floor, 17, R.Kamani Marg, Ballard Estate, Mumbai - 400001

For PUNJ LLOYD LIMITED Sd/- (AUTHORISED SIGNATORY) Date: December 16, 2008