December 2010

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Certain statements included in this presentation may constitute "forward-looking statements" in respect of the Company’s

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.

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Section A : Overview 4

IL&FS Group

IIML Overview

Business Model

Key Contributors

Leadership Team

Section B : Funds 11

Key Milestones

Funds across Spectrum

Exit Experience

Section C : Financial Performance 19

Past Performance

Growth in AUM

Consolidated Financials

4

5

– 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

Earliest Infrastructure Developers

Unique Positioning

Pioneering Development Role

Play

– Promoted India’s first private sector toll road and water supply project– Sponsored India’s 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

– 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’

6

Private Equity

IL&FS Investment Managers

Infra Development

IL&FS Infrastructure Development Corp

Fiduciary Services

IL&FS Trust Company

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

Financial Services

IL&FS Financial ServicesIL&FS Securities Services

IL&

FS

IIML

Strong relationships with Governments,

Multi-lateral and domestic Financial

Institutions and Corporates

Team experience straddles fund

and economic cycles

Investment spectrum spans VC to PE; Buy-

outs to PIPEs

Manages US$ 3.2 bn for

marquee international Limited

Partners and domestic

Institutions

7

Seen the Indian PE world expand from less than

US$ 20 mn to more than US$ 15 bn

Cross sectoral presence across 15

Funds

General Purpose PE

Real Estate

Infrastructure

About 90% of capital has an average

contractual life of 7 years

Fund size have increased with experience; wider and

deeper strategy to propel growth

66 exits / liquidity events

3 Funds fully divested

Over 140 investments since 1998

IL&FS Group, enjoys a pre-eminent position in the

infrastructure and financial services sectors

Realized gross US$ IRR of 25% p.a.

8

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

Revenue Stream

Revenue Stream

- 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

Investment Model

Investment Model

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

Banks/ Institutions Insurance /Pension Funds Others

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This is not an exhaustive list of contributors. In most instances, names of

contributors can not be revealed on account of confidentiality

Legal, Accounts & Risk Team

Size : 16

Investment TeamSize : 40

Infrastructure

Private Equity

Real Estate

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Mr. Shahzaad DalalVice Chairman

•26 years of financial markets and investment experience

•MBA from Northeast Louisiana University

Dr. Archana HingoraniCEO and Executive Director

•24 years of experience in the financial services industry, including teaching finance and research

•MBA and PhD. University of Pittsburgh

IIML Employees own over 10% in the Company

(based on shares held and options issued)

11

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

South Asia Regional Apex Fund

AIG India Sectoral Equity Fund

India Auto Ancillary Fund

India Project Development Fund

Leverage India Fund

IL&FS India Realty Fund- I

Tara India Fund III;Urjaankur Fund

Pan Asia Project Development Fund

IL&FS India Realty Fund – II; IL&FS Milestone Fund II

IL&FS Milestone Fund 2009

Saffron Fund – II, Standard Chartered IL&FS Asia Fund

12

Saffron Yatra Fund

A diversified portfolio with a vast experience in managing funds

across all the sectors and business cycles

13

Private Equity Real Estate Infrastructure

Two active funds aggregating US$ 378 mn

First Fund fully divested; distributed carry

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)

Pan Asia focused Infrastructure Funds

Two active Fund aggregating US$ 703 mn

JV partnership for the core infrastructure fund

US$ 262 mn invested in 49 transactions

Early investors in Retail, Shipyard, Media

IIML’s ExperienceIIML’s Experience Investee CompaniesInvestee Companies

Investments – Across Sectors Investments – Across Sectors

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Name Vintage Corpus (US$ mn)

Growth PE Funds

AIG Indian Sectoral Equity Fund 1996 91

Leverage India Fund 2004 153

Tara India Fund III 2007 225

VC / Sector Specific Funds

India Auto Ancillary Fund 1998 15

South Asian Regional Apex Fund 1995 25

IT & ITES24%

Manufacturing41%

RMCS25%

Life Sciences10%

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 Corpus (US$ mn)

Core Real Estate Funds

IL&FS India Realty Fund I 2006 525

IL&FS India Realty Fund II 2007 895

Saffron Funds 2007/09 393

Yield Based Funds

IL&FS Milestone Fund I & II 2007 220

IIML’s ExperienceIIML’s Experience Investee CompaniesInvestee Companies

Investments – Across FundsInvestments – Across Funds

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IIRF ‐ I45%

IIRF ‐ II26%

Milestone ‐ I7%

Milestone ‐ II4%

Saffron ‐ Yatra16%

Saffron ‐ II2%

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

IIML’s ExperienceIIML’s Experience Investee CompaniesInvestee Companies

Investments – Across SectorsInvestments – Across Sectors

16

Name Vintage Corpus (US$ mn)

Infrastructure Funds

AIG Indian Sectoral Equity Fund 1996 91

SCI Asia Infra Growth Fund 2008 658

Project Development Funds

India Project Deve. Fund 2000 16

Pan Asia Project Deve. Fund 2006 45

Telecom5%

Energy34%

Transportation8%Ports

8%

Water5%

Logistics6%

Ancillary34%

Returns Number of

Investments

IRR Multiple

Realized Investments 48 25% 2.0 x

Liquidity – Across a mix of strategiesLiquidity – Across a mix of strategies

17

In addition, 18 investments have had liquidity events

Return Profile – Deep experience and consistent performanceReturn Profile – Deep experience and consistent performance

Buyback23%

Listed / IPO39%

Strategic Sale23%

Trade Sale15%

Company Sector Gross IRR (%)(In US$ terms) Gross Multiple

Shopper's Stop Consumer Services 22.5 3.6

iMetrex Technologies IT 31.9 3.4

Indiagames IT 72.0 14.0

ibn18 Broadcast Limited Media 34.0 2.6

Hotel Leela Venture Hospitality 85.9 2.3

Max Telecom Ventures Telecom 19.9 4.0

Noida Toll Bridge Roads 23.5 3.0

ABG Shipyard Manufacturing 72.5 4.2

SpiceJet Aviation 25.6 1.8

Indraprastha Gas Energy 64.9 7.0

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19

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AUM increased 19x

Stock Price grew 57x(Compared to Sensex growth of 5x)

PAT increased by 21x

Revenues increased by 22x

Dividend increased at a CAGR of 27%(Total Payout of Rs 62.5 per share (for one share of Rs 10 in 2000)

Total AUMUS$ billion

AUM grew at a CAGR

of 60% during

FY2006 to FY2011

AUM Break-up FY 2011

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Real Estate64%

Infrastructure23%

Private Equity13%

FY 2007 FY 2008 FY 2009 FY 2010

Total Income 601 1,057 1,642 1,759

Total Costs 221 592 796 803

PBT 380 465 846 956

PAT 178 319 623 741

PAT Margin (%) 30 30 38 42

Net Worth 440 710 928 1,368

EPS (Rs)* 1.5 1.6 3.1 3.7

Dividend (%)** 40 55 70 75

(Rs Mn)

* 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

mill

ion

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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