Tata Power Company Limited has issued 60 years of unsecured NCD @ 10.

75% coupon (call in the 10th year) with the credit rating of AA/Stable by CRISIL & AA by CARE. Background of the Company: Incorporated in 1919, Tata Power is Indias largest integrated private power utility company and one of the major companies of the Tata Group. Tata power has a significant presence in generation, transmission and distribution of power. As on March 31, 2012 Tata Power had 5,297 MW of installed generation capacity. In addition, Tata Power also has a strategic investment in coal assets through a 30% stake in Indonesian thermal coal companies PT Kaltim Prima Coal and PT Arutmin. The companys license business in Mumbai & New Delhi contributes about 46% of its consolidated revenue. The Tata Group comprises over 100 operating companies in seven business sectors namely communications and information technology, engineering, materials, services, energy, consumer products and chemicals. Tata Sons Limited, the primary holding company of the group is the largest shareholder in Tata Power with 31.8% stake as on March 31, 2012. Key Features: Interest Rate at 10.75% semi annually (30th April & 31st October) 60 year bonds with call option in the 10th year (21st Aug 2022) If call option not exercised by the issuer the coupon rate to be stepped up by 100 bps to 11.75% from 10.75% Available in the ticket size of 10 lakhs Credit Rating of AA/Stable by CRISIL & AA by CARE

Why considering investment in Tata Power Bond: Currently available @ 10.40% yield, the return on the investment is better than the traditional Fixed Deposit currently available in the market. Great opportunity to lock in at high yield for a long period (10 year) avoiding reinvestment risk These are listed bonds, which can give an opportunity of capital appreciation with the movement in interest rates cycle over a period of 3-5 year. These bonds have senior claim to the share capital

Kindly Note: 10.75% is the coupon payment; the return on the Investment is 10.40%
Issuer Instrument The Tata Power Company Limited Unsecured, Subordinated, Rated, Listed Securities in the form of

Credit Rating Coupon Face Value Redemption Price Coupon Payment Date Tenor/Maturity Redemption Amount

Non-Convertible Debentures (the Debentures) CARE AA by CARE and AA/Stable by CRISIL 10.75% semi annual Rs. 10,00,000 per Debenture INR 10,00,000 (Rupees Ten Lakhs only) per Debenture and accrued interest thereon. 30th April & 31st October 60 year from the Date of Allotment All principal amounts outstanding shall be payable on the relevant Call Option Date on which the Issuer exercises the Call Option or the Early Redemption Date, as the case may be, in one bullet installment. On the Call Option Date or the Early Redemption Date, as the case may be, the accrued interest and other amounts owed will also be payable. Subject to Optional Coupon Deferral and the Coupon Step up, the Issuer shall be liable to pay Coupon on the Debentures at the fixed rate of 10.75% per annum, payable on a semi-annual basis on each Coupon Payment Date. Call Option can be exercised, at par, by the Issuer at the end of 10 years from the Deemed date of Allotment and at the end of every year thereafter (each a Call Option Date), subject to provision of prior written notice to the holders of the Debentures at least thirty days prior to the date when the Call Option is proposed to be exercised. Unsecured At the expiry of 10 years from the Deemed Date of Allotment, if the Call Option is not exercised by the Issuer, the Coupon Rate shall be revised upwards by 1%. Consequently, the Coupon Rate shall increase to 11.75% per annum and Coupon at the revised rate of 11.75% per annum shall be payable semi-annually. Obligations of the Issuer under the Debentures will rank: junior to any senior unsecured obligations of the Issuer; pari passu with each other and with any Parity Securities of the Issuer; and

Coupon Rate

Call Option

Security Coupon Step Up

Status and Ranking of the Debentures

Optional Interest Deferral

senior to preference and equity share capital and any other securities at par with preference or equity share capital of the Issuer For the purpose of this clause, Parity Securities shall mean: (i) the Perpetual Debentures 2011; (ii) any security issued by the Issuer which ranks pari passu with the Debentures; and (iii) any security guaranteed by the Issuer or subject to the benefit of an indemnity entered into by the Issuer, where the Issuers obligations under the relevant guarantee or indemnity rank pari passu with the Issuers obligations under the Debentures. Yes. Interest, which would otherwise be payable on an Interest Payment Date, may be deferred at the option of the Issuer if, during the 6 months preceding the relevant Interest Payment Date: (i) no dividend or interest has been declared in respect of the Issuers preference or equity share capital or Parity Securities; or (ii) none of the Issuers preference or equity share capital or Parity

Cumulative Coupon Dividend and Capital Stopper

Events of Default

Modification of Rights

Securities were redeemed, purchased, cancelled, bought back or otherwise acquired for any consideration by the Issuer. Any Interest so deferred shall bear interest as if it constituted the principal of the Debentures at the Interest Payment Date. Any Interest not paid on the Interest Payment Date shall constitute an Arrears of Interest. The Issuer may further defer any Arrears of Interest by complying with the foregoing requirements. Notwithstanding anything mentioned herein, the Issuer may choose to pay the Arrears of Interest, in whole and not in part, on any day to the holders of the Debentures. Any payment made by the Issuer to the holders of the Debentures shall be first appropriated towards the Arrears of Interest. Interest not paid will accumulate until such interests are fully paid. All unpaid Coupon pursuant to Optional Coupon Deferral shall be cumulative on a semi-annual compounded basis Yes. Unless all Arrears of Coupon are fully paid, the Issuer shall not: declare or pay any dividends or distributions or make any other payment on, or will procure that no dividend, distribution or other payment is made on any securities of the Issuer ranking pari passu with, or junior to, the Debentures; or Redeem, reduce, cancel, buy back or acquire for any consideration any security of the Issuer ranking pari passu with, or junior to, the Debentures. The Debenture Trust Deed will set out certain event of default the occurrence of which will lead to the Debentures, accrued interest and all other amounts there under becoming immediately due and payable upon notification of the Debenture Trustee (as directed by the Debenture holders): 1. if, subject to the right to defer interest described above, the Issuer does not pay any principal or Coupon or other amount due and payable in respect of the Debentures or any of them in full within 30 days of its due date; or 2. The Issuer is declared bankrupt, insolvent or dissolved or liquidated or any other analogous insolvency order is made against the Issuer. The date on which the Debenture Trustee gives notice to the Issuer upon the occurrence of Event of Default shall be called the Early Redemption Date. The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those Debenture holders who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a Special Resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Issuer.