Company Highlights. Strengths. Strategies. Financials Performance

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1 PUBLIC ISSUE OF TAX FREE, SECURED, REDEEMABLE, NON CONVERTIBLE BONDS of face value of ` 1,000 each, having tax benefits under section 10(15) (iv) (h) Income Tax Act, 1961, as amended for an amount aggregating upto ` 3,000 Crores ABOUT THE ISSUER INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED (IIFCL) (A Wholly Owned Government of India Enterprise) Company Highlights Strengths Strategies Financials Performance IIFCL is a wholly-owned Government company, incorporated under the Companies Act in January 2006, pursuant to the Scheme for Financing Viable Infrastructure Projects ( SIFTI ), notified by the Ministry of Finance Commenced operations in April 2006 and was notified as a public financial institution u/s 4A Companies Act in January 2009 Provides financial assistance to long-term infrastructure projects in the sectors as per the Harmonized List Also provides refinance for loans sanctioned by banks and other eligible institutions, in accordance with the eligibility criteria set out in the refinance scheme In accordance with GoI policy to boost infrastructure development through PPP projects, the company s lending initiatives are, under SIFTI, primarily focused on PPP projects, or projects awarded through competitive bidding Company has three wholly owned subsidiaries - o India Infrastructure Finance Company (UK) Limited - Utilize part of India s foreign exchange reserves for the creation of infrastructure assets by lending to Indian companies implementing infrastructure projects, for meeting their capital expenditure outside India o IIFCL Projects Limited - Provide project advisory services including project appraisal and syndication services, as well as product development services involving conducting feasibility studies, project structuring, financial structuring, transaction advisory services, development of detailed business cases, and to carry out infrastructure project development activities as project owners, part owners or service provider including designing of PPP/ non-ppp projects o IIFCL Asset Management Company Limited - An asset management and trustee company to undertake the management of mutual funds and infrastructure debt funds set up as mutual funds Strong GoI support and relationships with government entities Well-developed relationships with banks and financial institutions Financial Strength Strong asset quality and robust credit and risk management policies Experienced management team and professional staff Extend financial support to long-term infrastructure projects in association with banks and other funding institutions Focus on channelling investment in PPP projects, including state-level infrastructure projects As at Fiscal 2013, 2012, and 2011, the cumulative gross loans sanctioned, under direct lending, on an unconsolidated basis, were ` 51, crores, ` 40, crores and ` 31, crores, respectively. The CAGR, over the last three Fiscals of cumulative gross sanctions under direct lending is 27.78% For the Fiscal 2013, 2012 and 2011, profit after interest before tax aggregated to ` 1, crores, ` crores and ` crores, respectively, and profit after tax aggregated to ` 1, crores, ` crores, and ` crores, respectively, on an unconsolidated basis CAGR over the last three Fiscals of our unconsolidated profit after interest before tax and profit after tax is 85.33% and 89.54%, respectively

2 TAX BENEFITS OF THE BONDS The income by way of interest on these Bonds is fully exempt from Income Tax and shall not form part of Total Income No deduction of tax at source (TDS) from the interest, which accrues to the bondholders in these bonds irrespective amount interest or the status investors No upper limit on investment amount No lock in period for the Bonds The Bonds shall be listed and can be traded on BSE Wealth Tax is not levied on investment in Bond under section 2(ea) Wealth-tax Act, 1957 However, no deduction from the total income will be available for invested amount Issue Opening Date December 9, 2013 Issue Closing Date* January 10, 2014 *The Issue shall open for subscription from a.m. to 5.00 p.m. (Indian Standard Time) during the period indicated above with an option for early closure or extension, as may be decided by the Board of Directors or Bond Committee. In the event of such early closure or extension subscription list Issue, the Company shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Tranche Issue Closing Date, as applicable, through advertisement(s) in a leading national daily newspaper. Issue Timetable Day Acceptance of Forms Uploading of Forms Monday, December 9, 2013 to Thursday, January 9, :00 am to 5:00 pm 10:00 am to 5:00 pm Friday, January 10, :00 am to 3:00 pm 10:00 am to 5:00 pm Note: Allotment in the issue shall be made on first-come first-serve basis, based on the date of upload of each application on the electronic system stock exchanges. Sub Brokers are required to ensure that all applications received prior to 5:00 pm on a particular day are uploaded prior to 5:00 pm on the same day. Process of Making Applications Step Description Responsibility 1 Investor submits a signed Application Form to. Investor 2 needs to ensure that the Application Form has been completely filled in and the required backup / KYC documents are provided. also needs to ensure that the Investor has used the Application Form of I-Sec as the Lead Broker. 3 to provide acknowledgement slip to the Investor with proper date stamp 4 to upload the applications in the online system of stock exchanges on the same day prior to 5:00 pm ##. In case of ASBA Applications: to submit the Application Form to the SCSBs for further processing. 5 In case of Non-ASBA Applications: to submit the Application Form along with the cheque / demand draft to the escrow collection banks for fund transfer. ## Kindly note that the Application Forms collected on a particular day need to be uploaded on the online system of stock exchanges on the same day prior to 5:00 pm, prior to submitting such Application Forms to the SCSBs or the Escrow Collection Banks. Applications submitted to Escrow Collection Banks without uploading on the online system of stock exchanges are liable to be rejected and such applicants shall not receive any allotment in the Issue. If any application is not uploaded on the online system of stock exchanges prior to 5:00 pm on a particular day, due to any delay in receiving the form from the Investors, such application may get submitted for the next day in the

3 online system of stock exchange. I-Sec shall not be liable for any non allotment or lesser allotment due to such delay. Due to limitation of time available for uploading Applications on the Tranche Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Tranche Issue Closing Date and, no later than 3.00 p.m. (Indian Standard Time) on the Tranche Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Tranche Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. I-Sec shall not be liable for any non allotment or lesser allotment to such applicants. General Terms Issue Issuer Lead Managers Issue Size Instrument Issuance Form Credit Rating Security Listing Trustee Depositories Registrar to the Issue Interest on Application Moneys (except ASBA applicants) India Infrastructure Finance Company Limited ICICI Securities Ltd., SBI Capital Markets Ltd., A. K. Capital Services Ltd., Axis Capital Ltd., Karvy Investor Services Ltd. and RR Investors Capital Services Pvt. Ltd. Base Issue Size of ` 1,000 crore with an option to retain oversubscription up to ` 2,000 Crore aggregating to ` 3,000 Crore Tax Free, Secured, Redeemable, Non-Convertible Debentures having tax benefits u/s 10 (15) (iv) (h) of Income Tax Act, 1961 Both in dematerialized form as well as in physical form, at the option of Applicants. However, trading in Bonds is compulsorily in dematerialized form ICRA : [ICRA] AAA (Stable) Brickwork : BWR AAA (Stable) CARE : CARE AAA India Rating & Research Private Limited: IND AAA (Stable) Pari passu first charge on receivables Company with an asset cover of one time total outstanding amount of Bonds, pursuant to the terms Bond Trust Agreement. The Company reserves the right to create first pari passu charge on, the present and future, receivables for its present and future financial requirements or otherwise, provided that a minimum security cover of 1 (one) time is maintained Proposed to be listed on BSE IL&FS Trust Company Limited NSDL and CDSL Karvy Computershare Private Limited On Allotment: Same as coupon rate for respective categories Interest Period: From the date of realization of application money through cheque(s)/demand draft(s)/ any other mode or the date of receipt Application (being the date of upload of each application on the electronic platform stock exchange(s)) whichever is later up to one day prior to the Deemed date of Allotment On Refunds: 5.00% per annum Interest Period: From the date of realization application money through cheque(s)/demand draft(s)/ any other mode or three days from the date of receipt Application (being the date of upload of each application on the electronic platform stock exchange(s)), whichever is later up to one day prior to the Deemed Please note that interest on application money will not be paid to ASBA applicants. Please note that interest will not be paid on application and on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant, and/or (c) refund monies to the ASBA Applicants, and/or (d) monies paid in excess amount of Bonds applied for in the Application Form.

4 Specific Details on Individual Series Series of Bonds* Tranche II Series 1A & 1B Tranche II Series 2A & 2B Tranche II Series 3A & 3B Face Value / Bond ` 1,000 ` 1,000 ` 1,000 Issue Price / Bond ` 1,000 ` 1,000 ` 1,000 Minimum Application Size Five Bonds (` 5,000) (individually or collectively, across Series) In multiples of One Bond (` 1,000) Market Lot/ Trading Lot One Bond One Bond One Bond Amount payable on application Full amount on application Full amount on application Full amount on application Trading Compulsorily in dematerialized form Tenor 10 Years 15 Years 20 Years Redemption Date Redemption Amount per Bond Coupon Rate / Annualised Yield per annum Interest Payment Frequency Deemed Date of Allotment 10 years from the Deemed 15 years from the Deemed 20 years from the Deemed Repayment Face Value plus any interest at the applicable Coupon Rate that may have accrued at the Redemption Date Tranche II Tranche II Tranche II Tranche II Tranche II Tranche II Series 1A Series 2A Series 2B Series 3A Series 3B Series 1B Category I, II Category I, Category IV** Category I, Category Category IV** & III** II & III** II & III** IV** 8.41% 8.66% 8.48% 8.73% 8.66% 8.91% Annual Annual Annual The date on which, the Board of Directors or Bond Committee approves the Allotment of Bonds for this Tranche II Issue or such date as may be determined by the Board of Directors or Bond Committee and notified to the Designated Stock Exchange. All benefits relating to the Bonds including interest on Bonds (as specified in the Prospectus Tranche- II) shall be available from Deemed. The actual allotment of Bonds may take place on a date other than Deemed *Our Company shall allocate and allot Tranche II Series 1A/ Series 1B (depending upon the category of applicants) to all valid applications, wherein the Applicants have not indicated their choice relevant Series of Bond. **In pursuance Notification and for avoidance of doubt, it is clarified as under: a. The coupon rates indicated under Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B shall be payable only on the Portion of Bonds allotted to RIIs in the Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under RII Category viz Category IV. b. In case the Bonds allotted against Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B are transferred by RIIs to Non-RIIs viz, Qualified Institutional Buyers, Domestic Corporates and/or High Networth Individuals, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Tranche II Series 1A, Tranche II Series 2A and Tranche II Series 3A, respectively; c. If the Bonds allotted against Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B are sold/ transferred by the RIIs to investor(s) who fall under the RII category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. Bonds allotted against Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B shall continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are held by investors falling under RII Category; e. If on any Record Date, the original RII allotee(s)/ transferee(s) hold the Bonds under Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B for an aggregate face value amount of over Rs lakh, then the coupon rate applicable to such RII allottee(s)/transferee(s) on Bonds under Tranche II Series 1B, Tranche II Series 2B, Tranche II Series 3B shall stand at par with coupon rate applicable on Tranche II Series 1A, Tranche II Series 2A and Tranche II Series 3A, respectively; f. Bonds allotted under Tranche II Series 1A, Tranche II Series 2A and Tranche II Series 3A shall carry coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s) of such Bonds; and g. For the purpose of classification and verification of status RII Category of Bondholders, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the relevant Issue shall be clubbed and taken together on the basis of PAN.

5 Eligible Investor Categories and Allocation Category Who can apply Allocation Public financial institution as defined in Section 4A Companies Act, Alternative Investment Fund eligible to invest under the SEBI (Alternative Investment Funds) Regulations, 2012, as amended, Scheduled commercial bank, Mutual fund, registered with SEBI, Multilateral and bilateral development financial institutions, State industrial development corporations, Category I (Qualified Insurance companies registered with the Insurance Regulatory and Development Authority, Up to 15% Institutional Provident funds with a minimum corpus of ` lakh, Buyers) (QIB) Pension funds with a minimum corpus of ` lakh, The National Investment Fund set up by resolution F. No. 2/3/2005- DD-II dated November 23, 2005 GoI, published in the Gazette of India, Insurance funds set up and managed by the army, navy, or air force Union of India, and Insurance funds set up and managed by the Department of Posts, India, which are authorized to invest in the Bonds Companies within the meaning of section 2(20) Companies Act, 2013, Limited Liability Partnerships registered under the provisions of Up to 20% Category II the LLP Act, statutory corporations, trusts, partnership firms in the (Domestic name partners, cooperative banks, regional rural banks and legal Corporates) entities registered under applicable laws in India and authorised to invest in the Bonds Category III (High Networth Individuals) Category-IV (Retail Individual Investors) Following Investors applying for an amount aggregating to more than ` 10 lakhs across all Series of Bonds in this Tranche II Issue: i. Resident Indian individuals; and ii. Hindu Undivided Families applying through the Karta. Following Investors applying for an amount aggregating up to and including ` 10 lakhs across all Series of Bonds in this Tranche II Issue: i. Resident Indian individuals; and ii. Hindu Undivided Families applying through the Karta. Up to 25% Up to 40% * Note: Allotment shall be made on a first come first serve basis across all categories, on a date priority basis, to be determined on the basis date of uploading of each application into the electronic system stock exchange(s). If there is any under subscription in any Portion, priority in Allotments will be given in the following order (i) Retail Individual Investor Portion, (ii) High Networth Individual Portion, (iii) Domestic Corporate Portion, (iv) QIB Portion (For further details, please refer to Shelf Prospectus dated September 28, 2013 and Prospectus Tranche II dated November 28, 2013 of India Infrastructure Finance Company Limited)