Media Release - Agreement to transfer shares

May 28, 2010

Ref : Agreement to transfer shares of BSES Kerala Power Ltd and

Reliance Goa & Samalkot Power Limited to Reliance Power Ltd

The Committee of Directors, as authorized by the Board of the Company, at its meeting held on May 27, 2010, has taken the following decisions.

1. To sell the entire share capital of BSES Kerala Power Ltd (BKPL) which owns and operates the 165 MW thermal power station at Kochi held by the Company to Reliance Power Limited.

2. To sell the entire share capital of Reliance Goa and Samalkot Power Limited (RGSPL) held by Reliance Energy Generation Limited, the wholly owned subsidiary of RInfra to Reliance Power Ltd. In terms of the scheme of arrangement of the Company sanctioned by the Bombay High Court, the 48 MW power plant at Goa and the 220 MW power plant at Samalkot in Andhra Pradesh would be transferred to and vested in RGSPL.

M/s KPMG India Pvt Ltd who have been appointed by the Company for valuation, have carried out valuation of BKPL as also the Goa and the Samalkot plants of RGSPL.

The agreement to sell the shares will be given effect to after obtaining the requisite approvals, as may be required in this behalf and completion of all formalities related thereto.

A Press Release issued in this regard by the Company jointly with Reliance Power Ltd. Is enclosed.

Kindly bring the above to the notice of members.

Yours faithfully

For Reliance Infrastructure Limited

Ramesh Shenoy

Company Secretary

Media Release

May 28, 2010

Reliance Power acquires 433 MW of generation assets from Reliance Infrastructure

Reliance Infrastructure operates 433 MW generation capacity, comprising of 220 MW at Samalkot in Andhra Pradesh, 165 MW in Kerala and 48 MW in Goa

Reliance Power to have over 1,000 MW operating capacity with present acquisition and 600 MW Phase I of Rosa Power Project in U.P.

All three plants have significant potential for capacity expansion

Transfer value of assets to be Rs 1095 Crore based on independent valuation by KPMG

1. The committees of Directors, as authorized by the respective Boards of Reliance Infrastructure and Reliance Power, on 27th May 2010, have approved the transfer of 433 MW power generation assets of Reliance Infrastructure comprising of 220 MW at Samalkot (A.P.), 165 MW at Kochi (Kerala) and 48 MW at Zuarinagar (Goa) to Reliance Power.

2. These assets are held by subsidiaries of Reliance Infrastructure. The entire share capital of these subsidiaries has been agreed to be transferred by Reliance Infrastructure to Reliance Power to bring entire power generation portfolio under one roof. The transfer of these assets will take place after obtaining the requisite approvals.

3. With this acquisition and commissioning of its 600 MW Rosa Power Project in UP, Reliance Power will have over 1000 MW operating capacity under its portfolio.

4. Reliance Power Limited, a part of Reliance Anil Dhirubhai Ambani Group is India's leading private sector power generation company and is implementing power projects with aggregate capacity of over 35,000 MW, by far the largest development portfolio in the country.

5. Transfer value of the three power plants to be Rs 1095 crore based on independent valuation by KPMG.

6. 220 MW combined cycle gas based power plant is located near Samalkot in Kakinada District of A.P. and has been supplying power to AP Transco under a 15 year PPA.

7. 165 MW combined cycle gas based power plant is located near Kochi in Kerala and has a 15 year Power Purchase Agreement with Kerala State Electricity Board (KSEB).

8. 48 MW combined cycle gas based power plant is located in Goa, which has been supplying power to Government of Goa as well as various industrial consumers in Goa.

For further information please contact:

Ravi Sodhi - 09313240404

Gaurav Wahi - 09322904680

Nagraj Rao - 09323342576