Allotment of shares on conversion of warrants

January 7, 2011

Dear Sirs

Sub : Allotment of 2,25,50,000 Equity Shares of Rs 10 each on conversion of warrants

This is to inform you the Committee of Directors of the Company at its meeting held today, January 7, 2011, has allotted 2,25,50,000 equity shares of Rs 10 each for cash at a price of Rs 928.89 (including a premium of Rs 918.89) per equity share to AAA Project Ventures Private Limited, being the Promoter, against the warrants issued on July 9, 2009.

Consequent upon the said allotment, the paid-up capital of the Company stands increased to 26,74,20,262 fully paid up equity shares of Rs 10 each.

We will forward the application for listing of these shares in due course.

We also enclose a copy of the Media Release issued in this connection for your information.

Kindly take this disclosure on your record.

Yours faithfully

For Reliance Infrastructure Limited

Ramesh Shenoy

Company Secretary

MEDIA RELEASE

PROMOTER GROUP INVESTS Rs 2,095 CRORE (US$ 460 MN) IN R INFRA EQUITY SHARES

NEW EQUITY INFUSION AT Rs 929 PER SHARE -

15% PREMIUM TO LAST TWO WEEKS' AVERAGE

R INFRA CONSOLIDATED NET WORTH RISES TO Rs 23,125 CRORE (US$ 5.1 BN)

PROMOTERS GROUP SHAREHOLDING INCREASES TO NEARLY 48%

COMPANY IS NET DEBT FREE -

SUBSTANTIALLY ENHANCED FINANCIAL FLEXIBILITY

Mumbai, January 07, 2011 : Reliance Infrastructure Limited (RInfra) today allotted 2.26 crore equity shares to AAA Project Ventures Private Limited, a Reliance Anil Dhirubhai Ambani Promoter Group company against convertible warrants issued to them for Rs 2,095 crore (US$ 460 Mn).

The Board had in July 2009 allotted 4.29 crore convertible warrants to AAA Project Ventures Private Limited entitling them to one equity share of Rs 10 per warrant at an issue price of Rs 929 per share. The issue price was calculated as per applicable SEBI guidelines.

The investment has been made at nearly 15% premium to the last two weeks average of the Company's stock price, reflecting strong vote of confidence by the promoter group on the company's future growth prospects.

As a result of this new equity capital infusion, the promoter group's holding has gone up to nearly 48% from existing nearly 43%.

This equity capital infusion will substantially enhance RInfra's net worth to Rs 23,125 crore (US$ 5.1 Bn) on consolidated basis, and provides for increased financial flexibility.

The Company has no outstanding instruments for conversion to equity.

About Reliance Infrastructure Limited

Reliance Infrastructure Limited, a part of the Reliance Anil Dhirubhai Ambani Group, is India's largest infrastructure company.

Reliance Anil Dhirubhai Ambani Group currently has a market capitalization of around Rs 1,10,000 crore (US$ 24 bn), net worth of around Rs 84,000 crore (US$ 18.5 bn), operating cash flow of Rs 12,000 crore (US$ 2.6 bn) and net profit of around Rs 7,000 crore (US$ 1.5 bn) and zero net debt.

Reliance Infrastructure Limited is India's leading utility company having presence in across the value chain of power business i.e. generation, transmission, distribution, EPC and trading and the largest infrastructure company by developing projects in all high growth areas in infrastructure sector, i.e. roads, highways, metro rails, airports and specialty real estate.