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DRAFT SHELF PROSPECTUS (September 19, 2011)

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IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

Amarchand Mangaldas
Privileged and confidential
Draft dated September 20, 2011

Disclaimer for posting the Draft Shelf Prospectus on website of Infrastructure Development Finance Company Limited (the “Company”)

Please read this notice carefully - it applies to all persons who view this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit this website.

The draft shelf prospectus dated September 19, 2011 (the “Draft Shelf Prospectus”) has been issued by the Company in relation to the proposed public issue, in one or more tranches, of long term infrastructure bonds of face value of Rs. 5,000, in the nature of secured, redeemable, non-convertible debentures, having benefits under Section 80CCF of the Income Tax Act, 1961 (the “Bonds”), for an aggregate amount not exceeding Rs. 50,000.0 million for the financial year 2011-2012 (the “Shelf Limit”) (the “Issue”). The Bonds will be issued in one or more tranches subject to the Shelf Limit for the Financial Year 2011-2012. All tranches of the Bonds will be offered by way of subsequent tranche prospectus (the “Tranche Prospectus”) containing their respective terms and conditions. The Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (the “SEBI Debt Regulations”), the Companies Act, 1956, as amended, notification No. 50/2011.F.No.178/43/2011-SO (ITA.1) dated September 9, 2011 issued by the Central Board of Direct Taxes and other applicable laws.

Access to the electronic versions of the Draft Shelf Prospectus is being made available on this website by the Company pursuant to the requirements under Regulations 6(2) and 6(3) of the SEBI Debt Regulations in good faith and for seeking public comments. The Draft Shelf Prospectus is open for public comments for a period of seven (7) working days commencing from September 20, 2011. All comments on the Draft Shelf Prospectus should be forwarded to the attention of Mr. Mahendra N. Shah, Compliance Officer, at the following address:

Naman Chambers
C-32, G-Block, Bandra-Kurla Complex
Bandra (East), Mumbai 400 051
Tel. No. (91 22) 4222 2000
Fax: (91 22) 2654 0354
E-mail: infrabondFY12@idfc.com

All comments must be received by the Company within seven (7) working days of hosting the Draft Shelf Prospectus on the website of the Designated Stock Exchange i.e. no later than 5 p.m. on, September 28, 2011. Comments may be sent through post, fax or e-mail.

Any person seeking access to this portion of the website represents and warrants to the Company that, (i) that they are resident Indian nationals, (ii) that they are accessing this portion of the Company’s website for information purposes only, and (iii) their accessing the Company’s website and the Draft Shelf Prospectus would not result in an offer or solicitation of the Issue outside India. Making press announcements and other documents available in electronic format does not constitute an offer to sell or solicitation of an offer to buy the Bonds. Further, it does not constitute a recommendation by the Company, ICICI Securities Limited, JM Financial Consultants Private Limited, Karvy Investor Services Limited, Kotak Mahindra Capital Company Limited, IDFC Capital Limited, Bajaj Capital Limited, RR Investors Capital Services Private Limited, SMC Capitals Limited or any other party to sell or buy the Bonds of the Company.

Any potential investors should note that investment in debt securities may involve a degree of risk and they should carefully read the Draft Shelf Prospectus before making an investment decision. For further details of risks relating to the Company, please see the section entitled “Risk Factors” on page ix of the Draft Shelf Prospectus.

Please note that the information contained in the Draft Shelf Prospectus is not complete and may be changed. Prospective investors are requested to invest in the Bonds only on the basis of the Shelf Prospectus and the respective Tranche Prospectus containing the terms and conditions of each tranche of Bonds proposed to be filed by the Company with the Registrar of Companies.

Confirmation of understanding and acceptance of disclaimer

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  • Foreign nationals;
  • Persons resident outside India;
  • Foreign Institutional Investors;
  • Non Resident Indians; and
  • Overseas Corporate Bodies.

I here by confirm that I am a resident of India.

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