December 2010

Certain statements included in this presentation may constitute "forward-looking statements" in respect of the Companys operations, performance, prospects and/or financial condition. By their nature, forward looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise. Nothing in this presentation should be construed as a profit forecast.

This presentation does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of the Company. Past performance cannot be relied upon as a guide to future performance. Information in this presentation reflects the knowledge and information available at the time of its preparation.

Section A : Overview IL&FS Group IIML Key Success Factors Management Team Investment Process

Section B : Funds Key Milestones Funds across Spectrum Exit Experience

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Section C : Financial Performance Past Performance AUM Consolidated Financials

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Earliest Infrastructure Developers

Formed in 1988 Initial participants were Indian Banks and Institutions International Institutional Investors inducted over the years
ORIX Corporation (Japan), Abu Dhabi Investment Authority Earlier stakeholders include IFC, Govt. of Singapore, HSBC

Unique Positioning

Multiplicity of roles : As sponsor, developer, advisor, and financier Promoted over 50 sector dedicated Special Purpose Vehicle companies Developing infrastructure projects worth over $ 30 billion In-house capabilities to take projects from concept to commissioning

Pioneering Development Role Play

Promoted Indias first private sector toll road and water supply project Sponsored Indias first infrastructure focused PE fund with AIG Early entrants in niche growth areas like waste management, renewable energy, education with a strong social orientation Project development partnerships with various State Governments Advisor to Central and State Governments for developing legal and policy frameworks
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Infra Development
IL&FS Infrastructure Development Corp

Financial Services
IL&FS Financial Services IL&FS Securities Services

Private Equity

Fiduciary Services
IL&FS Trust Company

IL&FS

IL&FS Investment Managers

Service SPVs
Ecosmart (Environment), IETS (Education) , ITL (Technology) , IPMSL (Property Mgmt)

Infrastructure SPVs
ITNL (Roads), IEDCL (Power), IMCL (Ports), NTADCL (Water), IWMUSL (Waste Mgmt) etc
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IL&FS Group, enjoys a pre-eminent position in the infrastructure and financial services sectors

Seen the Indian PE world expand from less than US$ 20 mn to more than US$ 15 bn

Investment spectrum spans VC to PE; Buyouts to PIPEs

Strong relationships with Governments, Multi-lateral and domestic Financial Institutions and Corporates

Cross sectoral presence across 15 Funds

IIML

General Purpose PE Real Estate Infrastructure

Team experience straddles fund and economic cycles

Manages US$ 3.2 bn for marquee international Limited Partners and domestic Institutions

Over 140 investments since 1998

63 exits / liquidity events

About 90% of capital has an average contractual life of 7 years

Realized gross US$ IRR of 26% p.a.

Fund size have increased with experience; wider and deeper strategy to propel growth
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3 Funds fully divested

Revenue Revenue Stream Stream

Management Fee: - Typically 1.5-2% of AUM for the fund life - Highly visible, annuity revenue stream over 6-10 years Carry: - Performance upside through profit share - Hurdle rate ranges between 8-11% p.a. - Carry is 20% of profits from investments - A upside component as Fund size / Asset under Management increases

Investment Investment Model Model

Long-term investment horizon of 3-5 years Majority investments in unlisted companies Active investors with clear focus on value creation Mitigates risk of stock market volatility

Indirect exposure to growth potential of large unlisted companies Better positioned to create upsides vs managers of other asset classes
Documented advantages of PE participation in the value of unlisted companies Higher degree of value add and relatively early stage of investment provides significant upside at exit
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Banks/ Institutions

Insurance /Pension Funds

Others

This is not an exhaustive list of contributors. In most instances, names of contributors can not be revealed on account of confidentiality 9

Mr. Shahzaad Dalal

Vice Chairman

Dr. Archana Hingorani

CEO and Executive Director

26 years of financial markets and investment experience MBA from Northeast Louisiana University

24 years of experience in the financial services industry, including teaching finance and research MBA and Pittsburgh PhD. University of

Private Equity

Investment Team Size : 37

Real Estate

Legal, Accounts & Risk Team Size : 18

Infrastructure

IIML Employees own over 10% in the Company (based on shares held and options issued)
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Saffron Fund II, Standard Chartered IL&FS Asia Fund IL&FS India Realty Fund II; IL&FS Milestone Fund II IL&FS Milestone Fund Pan Asia Project Development Fund IL&FS India Realty Fund- I
2006 2005 2004 2003 2007 2009 2008

India Project Development Fund India Auto Ancillary Fund

1998 1997 2000 1999

2002 2001

Tara India Fund III; Urjaankur Fund Saffron Yatra Fund

Leverage India Fund

South Asia Regional Apex Fund

1995 1994

1996

AIG India Sectoral Equity Fund

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Private Equity Two active funds aggregating US$ 378 mn First Fund fully divested; distributed carry

Real Estate Established 2005; first of the real estate funds in India Funds aggregating US$ 2.0 bn JV partnership in yield based Funds Acquired two RE funds aggregating $ 400 mn in 2010 one of which is a Euro 220 mn Euronext listed fund (Yatra Capital)

Infrastructure Pan Asia focused Infrastructure Funds Two active Fund aggregating US$ 703 mn JV partnership for the core infrastructure fund

A diversified portfolio with a vast experience in managing funds across all the sectors and business cycles

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IIMLs Experience IIMLs Experience

Investee Companies Investee Companies

US$ 262 mn invested in 49 transactions Early investors in Retail, Shipyard, Media

Name

Vintage

(US$ mn)

Corpus

Investments Across Sectors Investments Across Sectors

LifeSciences 10%

Growth PE Funds
AIG Indian Sectoral Equity Fund Leverage India Fund Tara India Fund III 1996 2004 2007 91 153 225
RMCS 25%

IT&ITES 24%

VC / Sector Specific Funds

India Auto Ancillary Fund South Asian Regional Apex Fund 1998 1995 15 25
Manufacturing 41%

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IIMLs Experience IIMLs Experience

Investee Companies Investee Companies

Pioneer in India - First RE fund launched in 2005 Early investors in SRA & Industrial Parks US$ 1.3 billion already deployed in 58 transactions

Name

Vintage

(US$ mn)

Corpus

Investments Across Funds Investments Across Funds

Saffron II 2%

Core Real Estate Funds IL&FS India Realty Fund I IL&FS India Realty Fund II Saffron Funds Yield Based Funds IL&FS Milestone Fund I & II 2007 220 2006 2007 2007/09 525 895 393

Saffron Yatra 16% Milestone II 4% Milestone I 7%

IIRF I 45%

IIRF II 26%

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IIMLs Experience IIMLs Experience

Investee Companies Investee Companies

Over US$ 456 mn invested in 34 transactions Early investors in Telecom, Roads, City Gas, Rail Two Funds fully divested ; generated a gross return of 23% p.a. and 27% p.a. respectively

Name

Vintage

(US$ mn)

Corpus

Investments Across Sectors Investments Across Sectors

Telecom 5%

Infrastructure Funds
AIG Indian Sectoral Equity Fund SCI Asia Infra Growth Fund 1996 2008 91 658
Ancillary 34%

Energy 34%

Project Development Funds

India Project Deve. Fund Pan Asia Project Deve. Fund 2000 2006 16 45
Logistics 6% Water 5%

Ports 8%

Transportation 8%

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Return Profile Deep experience and consistent performance Return Profile Deep experience and consistent performance
Returns Number of Investments Realized Investments 45 26% 2.3x IRR Multiple

In addition, 18 investments have had liquidity events

Divestments Across a mix of strategies Divestments Across a mix of strategies

TradeSale 16% Buyback 24%

StrategicSale 19%

Listed/IPO 41%

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Company

Sector

Gross IRR (%)

(In US$ terms)

Gross Multiple

Shopper's Stop iMetrex Technologies Indiagames ibn18 Broadcast Limited Hotel Leela Venture Max Telecom Ventures Noida Toll Bridge ABG Shipyard SpiceJet Indraprastha Gas

Consumer Services IT IT Media Hospitality Telecom Roads Manufacturing Aviation Energy

22.5 31.9 72.0 34.0 85.9 19.9 23.5 72.5 25.6 64.9

3.6 3.4 14.0 2.6 2.3 4.0 3.0 4.2 1.8 7.0

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AUM increased 19x

Revenues increased by 22x

PAT increased by 21x

Dividend increased at a CAGR of 27%

(Total Payout of Rs 62.5 per share (for one share of Rs 10 in 2000)

Stock Price grew 57x

(Compared to Sensex growth of 5x)

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Total AUM US$ billion AUM grew at a CAGR of 60% during FY2006 to FY2011

AUM Break-up FY 2011

PrivateEquity 13%

Infrastructure 23% RealEstate 64%

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FY 2007 Total Income Total Costs PBT PAT PAT Margin (%) Net Worth EPS (Rs)* Dividend (%)** 601 221 380 178 30 440 1.5 40

FY 2008 1,057 592 465 319 30 710 1.6 55

FY 2009 1,642 796 846 623 38 928 3.1 70

(Rs Mn) FY 2010 1,759 803 956 741 42 1,368 3.7 75

* Adjusted for 1:2 Bonus Issues in FY 2007 and FY 2009, 5:1 share split in FY 2009 ** Percentage of Face value of share of Rs 2 each

Rs million

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IIML has a successful business model built assiduously over the last decade
Fund Manager of repute A port of first call for investees

Business model to be replicated resulting in enhanced AUM / revenues through

Larger follow on funds New emerging opportunities Extending Geographies

Substantial increase in activity levels on all counts in the next 2-3 years
Enhanced Fund raising High level of investment deal flow More investments to reach liquidity / exit stage
Carry in the medium term

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