ONGC Tripura Power Company Ltd.

The proposed shareholding structure envisages majority control by ONGC, which is also the gas supplier and has substantial participation by IL&FS, which is providing the project development support. IL&FS has undertaken to arrange for the placement of Residual Equity of 23.5% through an Initial Public Offer (IPO) or with Strategic Investors, Banks, Financial Institutions, Private Equity Funds etc., prior to the Commercial Operations Date

Oil & Natural Gas Corporation (ONGC) - 50%

ONGC is India's largest producer of Crude Oil & Natural Gas and dominates the exploration and production of crude oil and natural gas in India with 85% market share. ONGC has the maximum number of exploration licenses, including competitive NELP rounds. It owns and operates more than 15,000 kilometers of pipelines in India, including nearly 3,800 kilometers of sub-sea pipelines.

Some major financial highlights of 2007-2008 which are worth noting are:

1. The aggregate sales ravenue of the ONGC Group of companies crossed Rs.one Trillion mark during the year-an increase of 18%(Rs.1018,349 million in 2007-2008 against Rs.86276.2 Cr in 2006-2007)and Net Profit of the Group registered a growth of 11.8%(Rs.19872.3 Cr in 2007-2008 against Rs. 17769.6 Cr in 2006-2007).

2. These results are inspite of the fact that the Company continues to absorb the under-recovery of Oil Marketing Companies(OMCs) through discount on Crude Oil,LPG and SKO, which was of the order of Rs. 22000.9 Cr for the year.

ONGC’s strong financials and impressive record provide considerable credibility to theOTPC power project.

ONGC has existing set up in Tripura for exploration and production of gas. However due to the lack of industrial development in the state, the assets have been hitherto underutilized. The private developers have till date not exhibited material interest in developing such projects in the region due to the lack of familiarity with the area and quantum of investment required to set up facility of such magnitude. Therefore as an entity well versed with local peculiarities as well as having access to tremendous financial resources, ONGC would play a key role in developing the project. Further as an operator of gas fields in the state of Tripura, ONGC would be able to mitigate gas supply related risks for the Power Project.

Infrastructure Leasing & Financial Services (IL&FS) –26%

IL&FS is a leading institution of India, promoted by Public sector Financial Institutions and Banks of India including UTI, Central Bank of India and HDFC among others, with an objective, inter alia, of developing projects in the infrastructure sector on commercial basis. IL&FS group companies have significant experience and expertise to render advice, develop projects, facilitate formulation of policy and related aspects for catalyzing Public Private Partnership (PPP), identify prospective developers, undertake mobilization of financial resources from both the domestic Financial Institutions and multilateral agencies and participate as a co-promoter in specific projects.

Government of Tripura – 0.5%

Government of Tripura (GoT) has picked up 0.5% stake in the project in view of its expected positive impact on the industrial development in the state. The project would give a big boost to the industrialization and economic growth to not only Tripura state but the whole North Eastern part of the country and would go a long way in eradicating regional imbalances in the country. GoT is fully committed to the implementation of the project and is making all efforts to help TPDC in land acquisition, water availability, availability of local infrastructure, obtention of various clearances etc.