COMMON APPLICATION FORM INDIA INFOLINE FINANCE LIMITED APPLICATION FORM ISSUE OPENS ON : SEPTEMBER 5, 2012 FOR ASBA / NON ASBA “ ‘[ICRA]AA- (STABLE)’ BY ICRA AND ‘CRISIL AA-/STABLE’ BY CRISIL” (FOR RESIDENT APPLICANTS) ISSUE CLOSES ON* : SEPTEMBER 18, 2012  *‘For Early Closure / Extension of the Issue refer to page 3 of Abridged Prospectus To, The Board of Directors Application INDIA INFOLINE FINANCE LIMITED Form No. PUBLIC ISSUE OF UN-SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES (SUB-ORDINATED DEBT) (“NCD”) VIDE PROSPECTUS DATED 27 / 08 / 2012 I/We hereby confirm that I/We have read and understood the terms and conditions of this application form and the attached Abridged Prospectus and agree to the ‘applicant’s undertaking’ as given overleaf. I/We hereby confirm that I/We have read the instructions for filling up the application form given overleaf. #MEMBER OF SYNDICATE / TRADING SUB-BROKER’S/AGENT’S CODE SCSB BRANCH STAMP & CODE BANK BRANCH REGISTRAR’S / SCSB DATE OF

TEAR HERE MEMBER STAMP & CODE SERIAL NO. SERIAL NO. RECEIPT

1. APPLICANT’S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to page no. 11 of the Abridged Prospectus) First Applicant (Mr./ Ms./M/s.) Date of Birth* D D M M Y Y Y Y Name of Guardian (if applicant is minor$) (* Compulsory in case of application to hold the NCDs in physical form) ($Please refer to instruction (d) overleaf) Address ______PIN (compulsory)______Tel. No. (with STD Code) / Mobile ______Email ______Second Applicant (Mr./ Ms./M/s.) Third Applicant (Mr./ Ms./M/s.)

2. Investor Category (Please refer overleaf) Category I Category II Category III Sub Category Code (Please refer overleaf)

3. IN CASE OF APPLICATION IN DEMATERIALISED FORM, PLEASE PROVIDE APPLICANT’S DEPOSITORY DETAILS (Please refer to instruction (e) overleaf.) (Please refer to page no. 9 of the Abridged Prospectus) For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID NSDL / CDSL

4. IN CASE OF APPLICATION TO HOLD THE NCDs IN PHYSICAL FORM, PLEASE PROVIDE FOLLOWING DETAILS (Please enclose self attested copies of the KYC Documents along with the Application Form. For list of KYC documents, please refer overleaf) NOMINATION (Please see page no. 22 of the Abridged Prospectus) Bank Details for payment of Refund / Interest / Maturity Amount Name of the Nominee :______Bank Name, Branch: ______MICR No. : ______If Nominee is Minor, Guardian’s Name :______Account No.: ______IFSC Code : ______

5. INVESTMENT DETAILS (For details, please refer Issue Structure overleaf) Option I II III Issue Price (`) ` 1,000 ` 1,000 ` 1,000 Coupon/Frequency of payment 12.75% per annum / Monthly 12.75% per annum / Annually NA Maturity 72 months from the Deemed Date of Allotment Minimum Application ` 5,000 (5 NCDs) (for all options of NCDs, namely Options I, II and III, either taken individually or collectively) No. of NCDs applied Amount Payable (`) Grand Total Total No. of NCDs Total Amount Payable (`)

6. PAYMENT DETAILS* (Please tick () any one of payment option A or B below) (Please write Application No., Sole/First Applicant Name & Phone No. on reverse side of the Cheque / DD) Amount paid in (` in figures) (` in words) (A) CHEQUE/DEMAND DRAFT (DD) in favour of “India Infoline Finance (B) ASBA Limited - NCD Escrow” PLEASE FILL IN BLOCK LETTERS Cheque / DD No. Dated D D M M Y Y Bank A/c. No. Drawn on (Bank Name & Branch) Bank Name & Branch

7A. SIGNATURE OF SOLE/ FIRST APPLICANT 7B. SIGNATURE OF SECOND APPLICANT 7C. SIGNATURE OF THIRD APPLICANT 7D. SIGNATURE OF ASBA BANK #MEMBER OF SYNDICATE / ACCOUNT HOLDER(S) (AS PER BANK TRADING MEMBER / SCSB RECORDS) (FOR ASBA OPTION ONLY) BRANCH’S STAMP (Acknowledging upload of application I/We authorize the SCSB to do all acts as are necessary to make the Application in the Issue in Stock Exchange System) PAN PAN PAN 1 PAN is mandatory. Please refer point (B) on 2 Date ______, 2012 page 12 of the Abridged Prospectus. 3 ------TEAR HERE------INDIA INFOLINE Acknowledgement Slip for #Members Application FINANCE LIMITED of Syndicate / Trading Member / SCSB Form No. DPID / CLID PAN

Amount Paid (` in figures)______Bank & Branch ______Stamp & Signature of Banker Cheque / DD / ASBA Bank A/c No. ______Dated ______

Received from Mr./Ms./M/s.______Telephone/Mobile ______Email ______------TEAR HERE------# Name of Sole / First Applicant Option I II III Stamp & Signature of Members of Syndicate/ Trading Member / ______Issue Price (`) SCSB alongwith the date stamp ______No. of NCDs applied for (mandatory) Amount Payable (`) Application Form No.

TEAR HERE Grand Total Total No. of NCDs Total Amount Payable (`) Acknowledgement Slip for Applicant Cheque / DD/ASBA Bank A/c No. ______Dated ______

INDIA INFOLINE Acknowledgment is subject to realisation of Cheques / FINANCE LIMITED Bank & Branch ______DD/Availability of funds in the ASBA account #  Member of Syndicate will have the same meaning as disclosed in the Prospectus, which includes Lead Managers, Co-Lead Managers, Lead Brokers and Sub Brokers * For further details, please refer to page no. 10 & 12 of the Abridged Prospectus. “While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the #Member of the Syndicate/Trading Member/SCSB matches with the date stamp on the Acknowledgement Slip.” IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms and conditions of INDIA INFOLINE FINANCE LIMITED Prospectus dated August 27, 2012 (“Prospectus”) 2 I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to IDBI Trusteeship Services Ltd., to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosedin the Draft Prospectus/Prospectus, I/We authorize (a) the #Member of Syndicate/Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application. Additional Undertaking in case the Applicant wishes to hold the NCDs in physical form: 1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form. 2. I/We confirm that theI nformation provided in this form is true and correct and I/We enclose herewith self attested copies of the KYC Documents. 3. I/We confirm that we do not hold any Demat Account. ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM KYC Documents: (To be submitted only for holding NCDs in Physical Forms) Self-attested copies of the following documents are required to be submitted by the Applicants as KYC Documents: 1. PAN card (In case of minor, the guardian shall also submit the self attested copy of his/her PAN card). 2. Proof of identification for individuals: Any of the following documents are acceptedl Passport l Voter’s ID l Driving Licence l Government ID Card l Defence ID Card l Photo PAN Card l Photo Ration Card. 3. Proof of residence: Any of the following documents shall be considered as a verifiable proof of residence: l ration card issued by the GoI; l valid driving license issued by any transport authority of the Republic of India; l electricity bill (not older than three months); l landline telephone bill (not older than three months); l valid passport issued by the GoI; l AADHAAR Letter issued by Unique Identification Authority of India (“UIDAI”); l voter’s Identity Card issued by the GoI; l passbook or latest bank statement issued by a bank operating in India; l leave and license agreement or agreement for sale or rent agreement or flat maintenance bill; l Copy of Registered Office address in case of applicants under Category I or Category II; or l life insurance policy. 4. Copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited Investor Categories: Category I Sub Category Code Category II Sub Category Code Public Financial Institutions, Statutory Corporations 11 Companies, Bodies Corporate, Registered Societies 21 Scheduled Commercial Banks, Co-operative Banks, Regional Rural Banks 12 Public/Private Charitable/Religious trusts 22 Provident Funds, Pension Funds, Superannuation Funds, Gratuity Fund 13 Scientific and/or Industrial Research Organizations 23 Indian Venture Capital funds registered with SEBI 14 Partnership firms in the name of the partners 24 Insurance Companies registered with the IRDA 15 Limited Liability Partnerships 25 National Investment Fund 16 Category III* Sub Category Code Mutual Funds registered with SEBI 17 Resident Indian individuals 31 Hindu Undivided Families through the Karta 32 *With respect to applications received from Category III applicants, applications by applicants who apply for NCDs aggregating to a value not more than ` 0.5 million, across all series of NCDs, (Option I and/or Option II and/or Option III) shall be grouped together, (“Reserved Individual Portion”) while applications by applicants who apply for NCDs aggregating to a value exceeding ` 0.5 million, across all series of NCDs, (Option I and/or Option II and/or Option III), shall be separately grouped together, (“Unreserved Individual Portion”). ISSUE STRUCTURE Options I* II III Tenure 72 Months Frequency of Interest Payment Monthly Annually NA Minimum Application `5,000 (5 NCDs) (for all options of NCDs, namely Options I, II and III, either taken individually or collectively) In Multiples of 1 NCD after the minimum application Face Value of NCDs (` / NCD) `1,000 Issue Price (` / NCD) `1,000 Mode of Interest Payment/Redemption Through various options available Through various options available Redemption through various options available Coupon (%) for NCD Holders 12.75% per annum 12.75% per annum NA Effective Yield (per annum) 13.52% 12.75% 12.75% Redemption Date 72 months from the Deemed Date of Allotment Redemption Amount (`) Face Value of the NCDs plus any interest that may Face Value of the NCDs plus any interest that may ` 2,054.50 have accrued have accrued Deemed Date of Allotment Date of issue of the Allotment advice Nature of Indebtedness Un-secured Redeemable Subordinated Debt *Please note that if the interest payment through NECS to Applicants alloted NCDs under Option I is unsuccessful, the Company shall subsequently make interest payments to such Applicants on annual basis as provided for in Option II and the interest shall be dispatched under registered post through cheques only. a) Basis of Allotment : For details, please refer to page no. 15 of the Abridged Prospectus. b) For Grounds for Technical Rejection. Please refer to page no. 14 of the Abridged Prospectus. c) The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of the the branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Members of the Syndicate and Trading Members are available on the websites of the Lead Managers at www.axisbank.com, www.sbicaps.com, www.edelweissfin.com, www.trustgroup.co.in and www.iiflcap.com and the Co-Lead Managers at www.rrfinance.com/rrfcl.com and www.karvy.com. A link to the said webpagesshall also be available on the website of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. d) Applicant to ensure that the Guardian is competent to contract under the Indian Contract Act, 1872. e) Based on the information provided by the Depositories, the Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship)

------TEAR HERE ------ In case of queries related to allotment/ credit of allotted NCDs/ COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS refund, the Applicants should contact Registrar to the Issue. INDIA INFOLINE FINANCE LIMITED LINK INTIME INDIA PRIVATE LIMITED  In case of ASBA Applications submitted to the SCSBs, the Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, C- 13 Pannalal Silk Mills, Compound, LBS Marg, Bhandup Applicant should contact the relevant SCSB. Plot No.B-23, Thane Industrial Area, Wagle Estate, Thane – 400 604 (West), Mumbai 400 078, Maharashtra, India Tel: +91 22 2580 6650 Fax: +91 22 2580 6654 : +91 22 2596 0320; : +91 22 2596 0329  Tel Fax In case of queries related to upload of ASBA Applications Corporate Office: IIFL Center, Kamala City, Senapati Bapat Marg, Toll free: 1-800-220320; Email: [email protected] submitted to the Member of syndicate/Trading Members, the Lower Parel, Mumbai – 400 013 Investor Grievance mail: [email protected] Applicants should contact the relevant Member of syndicate/ Tel.: +91 22 4249 9000 Fax: +91 22 2495 4313, Website: www.iiflfinance.com Website: www.linkintime.co.in Trading Members. Compliance Officer and Contact Person: Mr. Dilip Vaidya; Contact Person: Mr. Sanjog Sud E-mail: [email protected] SEBI Regn. Number: INR000004058 2 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specifi ed, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

India Infoline Finance Limited (Formerly known as India Infoline Investment Services Limited) A Public Limited Company Incorporated under the Companies Act, 1956, as amended (“the Act”). Registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934). Registered Offi ce: IIFL House, Sun Infotech Park, Road No. 16V, Plot No.B-23, Thane Industrial Area, Wagle Estate, Thane – 400 604 Tel: +91 22 2580 6650 Fax: +91 22 2580 6654 Corporate Offi ce: IIFL Center, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel.: +91 22 4249 9000 Fax: +91 22 2495 4313 Website: www.iifl fi nance.com For details of changes in Name and Registered Offi ce, see the section titled “History and certain other Corporate Matters” beginning on page 79 of the Prospectus Compliance Offi cer and Contact Person: Mr. Dilip Vaidya; E-mail: [email protected] Public Issue by India Infoline Finance Limited, (“Company” or “Issuer”) of Un-Secured Redeemable Non-Convertible Debentures of face value of ` 1000 each, (“NCDs”), aggregating upto ` 2,500 million, hereinafter referred to as the “Base Issue” with an option to retain over-subscription upto ` 2,500 million aggregating to a total of upto ` 5,000 million, hereinafter referred to as the “Overall Issue size”. The NCDs are in the nature of subordinated debt and will be eligible for Tier II capital. GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specifi c attention of the investors is invited to the chapter titled “Risk Factors” on pages xi to xxvii of the Prospectus and pages 33 to 40 of this Abridged Prospectus. CREDIT RATING The NCDs proposed to be issued under this Issue have been rated ‘[ICRA]AA- (stable)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount of upto ` 5,000 million vide its letter dated August 13, 2012. The rating of the NCDs by ICRA indicates a high degree of safety regarding timely servicing of fi nancial obligations. Such instruments carry very low credit risk. The modifi er “-” (minus) refl ects the comparative standing within the category. The rating of NCDs by CRISIL indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of fi nancial obligations. Such instruments carry very low credit risk. The ratings provided by ICRA and/or CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 9 of the Prospectus for the rationale for the above ratings. LISTING The NCDs offered through the Prospectus are proposed to be listed on the NSE and BSE. Our Company has obtained ‘in-principle’ approvals for the Issue from the NSE and BSE vide their letter(s) both dated August 27, 2012. For the purposes of the Issue, NSE shall be the Designated Stock Exchange. PUBLIC COMMENTS The Draft Prospectus dated August 16, 2012 was fi led with National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), pursuant to the provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days, i.e. until 5 p.m. on August 25, 2012 ISSUE SCHEDULE ISSUE OPENS ON SEPTEMBER 5, 2012 ISSUE CLOSES ON SEPTEMBER 18, 2012# ** India Infoline Limited (IIFL) is the Promoter of our Company. As there are common directors between IIFL and our Company, IIFL is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). IIFL has signed the due diligence certifi cate and accordingly been disclosed as a Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, IIFL would be involved only in marketing of the Issue. #The subscription list for the Issue shall remain open for subscription upto 5pm., with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be on such date of closure through advertisement/s in a leading national daily newspaper. A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Offi cer, our Auditor, the Chartered Accountant issuing statement of tax benefi t the legal advisor, the Lead Managers, the Co-Lead Managers, the Registrar to the Issue, Escrow Collection Bank(s), Refund Bank, Credit Rating Agencies, the Bankers to our Company, the Debenture Trustee, and the Lead Brokers to act in their respective capacities shall be fi led with the Registrar of Companies, Mumbai, in terms of section 58 and section 60 of the Act along with the requisite endorsed/certifi ed copies of all requisite documents. For further details please refer to the chapter titled “Material Contracts and Documents for Inspection” beginning on page 320 of this Prospectus. Please read the Risk Factors carefully. See section “Risk Factors” on page no. 33 of this Abridged Prospectus

INDIA INFOLINE FINANCE LIMITED 3 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

LEAD MANAGERS IIFL has signed the due diligence certifi cate and accordingly been disclosed as a Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, IIFL would be involved only in marketing of the Issue.

Axis Bank Limited CO-LEAD MANAGERS First fl oor, Axis House, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai 400 025, Maharashtra, India. Tel: +91 22 4325 2175 Fax: +91 22 4325 3000 Email: ifl [email protected] Website: www.axisbank.com Investor Grievance ID: [email protected] Contact Person: Mr. Vishal Sharan RR INVESTORS CAPITAL SERVICES (P) LIMITED Compliance Offi cer: Mr. Advait Majmudar 133A, Mittal Tower, A Wing, Nariman point, Mumbai 400 021, SEBI Regn. No. INM000006104 Maharashtra, India; Tel: + 91 22 2288 6627; Fax: +91 22 2285 1925 Email: iifl [email protected]; Investor Grievance Email: investors@rrfcl Website: www.rrfi nance.com/rrfcl.com Contact Person : Mr. Brahmdutta Singh Compliance Offi cer: Mr. Sandeep Mahajan SEBI Regn. No.: INM000007508

SBI CAPITAL MARKETS LIMITED 202, Maker Tower E, Cuffe Parade, Mumbai 400 005, Maharashtra, India; Tel: +91 22 2217 8300; Fax +91 22 2218 8332 KARVY INVESTOR SERVICES LIMITED Email ID: ifl [email protected]; Website: www.sbicaps.com; 702, Hallmark Business Plaza, Sant Dnyaneshwar Marg, Investor Grievance ID: [email protected] Off. Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Contact Person : Mr. Nithin Kanuganti/ Ms. Rajalakshmi V Maharashtra, India Compliance Offi cer: Mr. Bhaskar Chakraborty Tel: + 91 22 6149 1500; Fax: +91 22 6149 1515 SEBI Regn. No.: INM 000003531 Email: iifl [email protected]; Investor Grievance Email: CMG@karvy Website: www.karvy.com Contact Person : Mr. Sumit Singh/ Mr Swapnil Mahajan Compliance Offi cer: Mr. V. Madhusudhan Rao SEBI Regn. No.: INM000008365 EDELWEISS FINANCIAL SERVICES LIMITED Edelweiss House, 14th Floor, Off CST Road, Kalina, Mumbai 400 098, Maharashtra, India DEBENTURE TRUSTEE: Tel: +91 22 4086 3535; Fax +91 22 4086 3610; IDBI TRUSTEESHIP SERVICES LIMITED Email ID: ifl [email protected]; Website: www.edelweissfi n.com; Asian Building, Ground Floor,17, R Kamani Marg, Investor Grievance ID: [email protected] Ballard Estate, Mumbai - 400 001 Maharashtra, India. Contact Person : Mr. Sumeet Lath/ Mr. Viral Shah Tel: +91 22 4080 7000; Fax: + 91 22 6631 1776 Compliance Offi cer: Mr. B Renganathan Website: www.idbitrustee.co.in SEBI Regn. No.: INM0000010650 Contact Person: Ms. Brindha Venkatraman; Email: [email protected] SEBI Registration No.: IND000000460 IDBI Trusteeship Services Limited has by its letter dated August 14, 2012 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications to be sent to the holders of the Debentures issued pursuant to this Issue. TRUST INVESTMENT ADVISORS PVT. LTD. COMPANY SECRETARY AND COMPLIANCE OFFICER: 109//110, 1st Floor,Balarama, Village Parigkhari, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Mr. Dilip Vaidya Tel. : +9122 40845000; Fax.: +9122 40845066/07 IIFL Centre, Kamala City, Senapati Bapat Marg, Email id : [email protected] Lower Parel, Mumbai – 400 013, Maharashtra, India Investor Grievance mail: [email protected] E-mail: [email protected]; Website: www.trustgroup.co.in Contact Person: Anindya Sen; Tel.: +91 22 4249 9184; Fax: +91 22 2495 4313 Compliance Offi cer: Balkrishna Shah SEBI Regn Number: INM000011120 REGISTRAR TO THE ISSUE

INDIA INFOLINE LIMITED** 8th Floor, IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013, Maharashtra, India Tel: +91 22 4646 4700; Fax: +91 22 2493 1073 LINK INTIME INDIA PRIVATE LIMITED Email:ifl .ncd@iifl cap.com Investor Grievance mail: ig.ib@iifl cap.com; C- 13 Pannalal Silk Mills, Compound, LBS Marg, Bhandup (West), Website: www.iifl cap.com Contact Person: Sachin Kapoor; Mumbai 400 078, Maharashtra, India Compliance Offi cer: R. Mohan SEBI Regn. No.: INM 000010940 Tel: +91 22 2596 0320; Fax: +91 22 2596 0329; Toll free: 1-800-220320; Email: ifl [email protected] ** India Infoline Limited (IIFL) is the Promoter of our Company. As there Investor Grievance mail: ifl [email protected] are common directors between IIFL and our Company, IIFL is deemed to be Website: www.linkintime.co.in; Contact Person: Mr. Sanjog Sud our associate as per the Securities and Exchange Board of India (Merchant SEBI Regn. Number: INR000004058 Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations).

4 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” CREDIT RATING AGENCIES LEAD BROKERS* ICRA Limited Edelweiss Broking Limited; Enam Securities Private Limited; HDFC Securities CRISIL Limited Limited; Bonanza Portfolio Limited; Integrated Enterprises India Limited; JM Financial Services Private Limited; Kotak Securities Limite; Karvy Stock Broking Limited; SBICAP Securities Limited; SMC Global Securities Limited; LEGAL COUNSEL TO THE ISSUE RR Equity Brokers Private Limited; NJ India Invest Private Limited; Trust Khaitan & Co Financial Consultancy Services Private Limited; India Infoline Limited. *For details please to refer page no. 6 of the Prospectus. STATUTORY AUDITORS OF OUR COMPANY All the members of the recognized Stock Exchanges would be eligible to act as brokers to the Issue. Sharp & Tannan Associates BANKERS TO OUR COMPANY* CHARTERED ACCOUNTANT ISSUING STATEMENT Indusind Bank; IDBI Bank Limited ; Citi Bank N.A.; HDFC Bank OF TAX BENEFIT Limited; Axis Bank Limited; Standard Chartered Bank; Allahabad Bank; Pritesh Mehta & Co Corporation Bank; Indian Overseas Bank; Karur Vysya Bank; Union Bank of India; ICICI Bank Limited; Dena Bank. BANKERS TO THE ISSUE/ ESCROW COLLECTION *For details please to refer page no. 5 of the Prospectus. BANKS SELF CERTIFIED SYNDICATE BANKS Axis Bank Limited* Universal Insurance Building Ground Floor, The list of banks that have been notifi ed by SEBI to act as SCSBs for the Sir P.M. Road, Fort, Mumbai – 400001 Maharashtra, India ASBA process is provided on the website of SEBI at www.sebi.gov.in. For Tel: +91 22 40867299/66107265 Fax: +91 22 22835785 details of the Designated Branches of the SCSBs which shall collect Application Website: axisbank.com Forms, please refer to the above-mentioned link. Email: [email protected], [email protected] Contact Person: Mr. Rajesh Khandelwal / Mr. Nachiket Kalwit SEBI Regn. No: INBI00000017 * also to act as a Refund Bank

HDFC Bank Limited Lodha, I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra, India Tel: +91 22 3075 2928/3075 2927 Fax: +91 22 2579 9801 Website: www.hdfcbank.com Email: [email protected] Contact Person: Mr. Uday Dixit SEBI Regn. No: INBI00000063

ICICI Bank Limited Capital Market Division, Rajbahadur Mansion, 30, Mumbai Samachar Marg, TABLE OF CONTENTS Fort, Mumbai- 400001 Maharashtra, India Tel: +91 22 6631 0322 Fax: +91 22 6631 0350 OBJECTS OF THE ISSUE 6 Website: www.icicibank.com Email: [email protected] ISSUE PROCEDURE 6 Contact Person: Mr Anil Gadoo SEBI Regn no: INBI00000004 TERMS OF THE ISSUE 17

IndusInd Bank Limited OTHER INSTRUCTIONS 22 Cash Management Services, Solitaire Corporate Park, No. 1001, Building No. 10, DETAILS PERTAINING TO THE COMPANY 23 Ground Floor, Guru Hargovindji Marg, Andheri (East) Mumbai – 400 093 Maharashtra, India LEGAL AND OTHER INFORMATION 29 Tel: +91 22 6772 3901 - 3917 Fax: +91 22 6772 3998 RISK FACTORS 33 Website: www.indusind.com Email:[email protected] DECLARATION 40 Contact Person: Mr. Sanjay Vasarkar SEBI Regn. No: INBI00000002 TIMING FOR SUBMISSION OF APPLICATION 41 FORMS State Bank of India Capital Market Branch CENTERS FOR AVAILABILITY AND 41 Videocon Heritage (Killick House), ACCEPTANCE OF APPLICATION FORMS Ground Floor, Charnjit Rai Marg, Mumbai - 400 001 Maharashtra, India LIST OF SELF CERTIFIED SYNDICATE BANKS 47 Tel: +91 22 22094932/4927 (SCSBS) UNDER THE ASBA PROCESS Fax: +91 22 22094921/4922 Website: statebankofi ndia.com Email:[email protected], [email protected] Contact Person: Mr. Anil Sawant SEBI Regn. No: INBI00000038

INDIA INFOLINE FINANCE LIMITED 5 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

OBJECTS OF THE ISSUE change in applicable law, which may occur after the date The funds raised through this Issue, after meeting the of the Prospectus. Investors are advised to make their expenditures of and related to the Issue, will be used for independent investigations and ensure that their Application the financing activities including lending and investments, does not exceed the investment limits or maximum number subject to applicable statutory and/or regulatory of NCDs that can be held by them under applicable law or requirements, to repay our existing loans and our business as specified in the Prospectus. operations including for our capital expenditure and working This chapter applies to all categories of Applicants. ASBA capital requirements. Applicants should note that the ASBA process involves The Main Objects clause of the Memorandum of Association application procedures that may be different from the of our Company permits our Company to undertake the procedure applicable to Applicants other than the ASBA activities for which the funds are being raised through the Applicants. Applicants applying through the ASBA process present Issue and also the activities which our Company has should carefully read the provisions applicable to such been carrying on till date. applications before making their application through the Interim Use of Proceeds ASBA process. Please note that all the Applicants are Our Management, in accordance with the policies formulated required to make payment of the full Application Amount by it from time to time, will have flexibility in deploying the along with the Application Form. In case of ASBA Applicants, proceeds received from the Issue. Pending utilization of the an amount equivalent to the full Application Amount will proceeds out of the Issue for the purposes described above, our be blocked by the SCSBs Company intends to temporarily invest funds in high quality Please note that the Applicants cannot apply in this Issue interest bearing liquid instruments including money market by filling in the application form directly through the online mutual funds, deposits with banks or temporarily deploy interface of BSE and NSE. the funds in investment grade interest bearing securities as 1. How to Apply? may be approved by the Board. Such investment would be i. Applicants may use any of the following facilities for in accordance with the investment policies approved by the making Applications: Board or any committee thereof from time to time. (a) ASBA Applications through the Members of Syndicate Monitoring of Utilization of Funds and trading members of the Stock Exchange(s) only in There is no requirement for appointment of a monitoring the Specified Cities, (“Syndicate ASBA”); (b) ASBA agency in terms of the Debt Regulations. The Board shall Applications through SCSBs; (c) Non ASBA Applications monitor the utilization of the proceeds of the Issue. For through the Members of Syndicate and trading members the relevant Financial Years commencing from Fiscal 2013, of the Stock Exchange(s); and (d) Non ASBA Applications our Company will disclose in our financial statements, the through the Members of Syndicate and trading members of utilization of the net proceeds of the Issue under a separate the Stock Exchange(s) for applicants who intend to hold the head along with details, if any, in relation to all such NCDs in physical form. proceeds of the Issue that have not been utilized thereby also ii. Availability of Prospectus and Application Forms indicating investments, if any, of such unutilized proceeds The Abridged Prospectus containing the salient features of of the Issue. the Prospectus together with Application Forms and copies of Other Confirmation the Prospectus may be obtained from our Registered Office, In accordance with the Debt Regulations, our Company will Lead Managers, Co-Lead Managers, Lead Brokers, designated not utilize the proceeds of the Issue for providing loans to branches of the SCSB and Trading members. Additionally the or for acquisitions of shares of any person who is a part of Prospectus, Abridged Prospectus and the Application Form is the same group as our Company or who is under the same available for download on the websites of NSE and BSE at management of our Company. www.nseindia.com and www.bseindia.com, respectively and The Issue proceeds shall not be utilized towards full or part the websites of the Lead Managers at www.axisbank.com, consideration for the purchase or any other acquisition, inter www.sbicaps.com, www.edelweissfin.com, www.trustgroup. alia by way of a lease, of any property. co.in and www.iiflcap.com and the Co-Lead Managers at The NCDs are in the nature of Subordinated Debt and will be www.rrfinance.com/rrfcl.com and www.karvy.com. eligible for Tier II capital and accordingly will be utilised Trading members are required to download the forms from in accordance with statutory and regulatory requirements stock exchanges platforms and submit these forms along with including requirements of RBI. cheques/drafts/payment instrument to the collecting banks. No part of the proceeds from this Issue will be paid by us as iii. Who can Apply consideration to our Promoter, our Directors, Key Managerial The following categories of persons are eligible to apply Personnel, or companies promoted by our Promoter except in in the Issue: Category I the usual course of business, except payments to be made by way of fees and commission to various IIFL Group companies Public financial institutions, statutory corporations, that participate in the Issue as intermediaries. scheduled commercial banks, co-operative banks and The Issue Proceeds from NCDs allotted to Banks will not be regional rural banks, which are authorised to invest in the NCDs; utilized for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those Indian Provident funds, pension funds, superannuation relating to classification as capital market exposure or any funds and gratuity fund, which are authorised to invest in other sectors that are prohibited under the RBI regulations. the NCDs; Venture capital funds registered with SEBI; Further our Company undertakes that the Issue proceeds from NCDs allotted to banks shall not be used for any purpose, Insurance companies registered with the IRDA; National Investment Fund; which may be in contravention of the RBI guidelines on bank financing to NBFCs. Mutual Funds registered with SEBI; Category II ISSUE PROCEDURE Companies; bodies corporate and societies registered under Our Company, the Lead Managers and Co-Lead Managers the applicable laws in India and authorised to invest in would not be liable for any amendment, modification or the NCDs;

6 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Public/private charitable/religious trusts which are III), shall be separately grouped together, (“Unreserved authorised to invest in the NCDs; Individual Portion”). Scientific and/or industrial research organisations, which For removal of doubt, “Institutional Portion”, “Non- are authorised to invest in the NCDs; Institutional Portion” “Reserved Individual Portion” and Partnership firms in the name of the partners; and “Unreserved Individual Portion” are individually referred Limited liability partnerships formed and registered under to as “Portion” and collectively referred to as “Portions” the provisions of the Limited Liability Partnership Act, Applications by Mutual Funds: No mutual fund scheme shall 2008. invest more than 15% of its NAV in debt instruments issued Category III* by a single Company which are rated not below investment Resident Indian individuals; and grade by a credit rating agency authorised to carry out such Hindu undivided families through the Karta. activity. Such investment limit may be extended to 20% of *With respect to applications received from Category III the NAV of the scheme with the prior approval of the Board applicants, applications by applicants who apply for NCDs of Trustees and the Board of Asset Management Company. aggregating to a value not more than ` 0.5 Million, across A separate application can be made in respect of each scheme all series of NCDs, (Option I and/or Option II and/or Option of an Indian mutual fund registered with SEBI and such III ),shall be grouped together as Reserved Individual applications shall not be treated as multiple applications. Portion while applications by applicants who apply for NCDs Applications made by the AMCs or custodians of a Mutual aggregating to a value exceeding ` 0.5 Million, across all Fund shall clearly indicate the name of the concerned series of NCDs, (Option I and/or Option II and/or Option scheme for which application is being made. In case of III), shall be separately grouped together as Unreserved Applications made by Mutual Fund registered with SEBI, Individual Portion. a certified copy of their SEBI registration certificate must Note: Participation of any of the aforementioned categories be submitted with the Application Form. The applications of persons or entities is subject to the applicable statutory must be also accompanied by certified true copies of (i) and/ or regulatory requirements in connection with the SEBI Registration Certificate and trust deed (ii) resolution subscription to Indian securities by such categories of authorising investment and containing operating instructions persons or entities. and (iii) specimen signatures of authorized signatories. Applications cannot be made by: Failing this, our Company reserves the right to accept or Minors without a guardian*; reject any Application in whole or in part, in either case, Foreign nationals; without assigning any reason therefor. Persons resident outside India including without limitation Application by Scheduled Banks, Co-operative Banks and Foreign Institutional Investors, Non Resident Indians, Regional Rural Banks: Scheduled Banks, Co-operative Banks Qualified Foreign Investors and Overseas Corporate Bodies. and Regional Rural Banks can apply in this public issue * Applicant shall ensure that guardian is competent to based upon their own investment limits and approvals. The contract under Indian Contract Act, 1872 application must be accompanied by certified true copies of Applicants are advised to ensure that applications made (i) Board Resolution authorising investments; (ii) Letter of by them do not exceed the investment limits or maximum Authorisation. Failing this, our Company reserves the right number of NCDs that can be held by them under applicable to accept or reject any Application in whole or in part, in statutory and or regulatory provisions. either case, without assigning any reason therefor. Applicants are advised to ensure that they have obtained Application by Insurance Companies: In case of the necessary statutory and/or regulatory permissions/ Applications made by insurance companies registered with consents/approvals in connection with applying for, the Insurance Regulatory and Development Authority, subscribing to, or seeking allotment of NCDs pursuant a certified copy of certificate of registration issued by to the Issue. Insurance Regulatory and Development Authority must be The Lead Managers, Co-Lead Managers and their respective lodged along with Application Form. The applications must associates and affiliates are permitted to subscribe in the be accompanied by certified copies of (i) Memorandum and Issue. Articles of Association (ii) Power of Attorney (iii) Resolution The information below is given for the benefit of the authorising investment and containing operating instructions investors. Our Company, the Lead Managers and/or the (iv) Specimen signatures of authorized signatories. Failing Co-Lead Managers are not liable for any amendment or this, our Company reserves the right to accept or reject modification or changes in applicable laws or regulations, any Application in whole or in part, in either case, without which may occur after the date of the Prospectus. assigning any reason therefor. Grouping of Applications Applications by Trusts: In case of Applications made For the purposes of the basis of allotment: by trusts, settled under the Indian Trusts Act, 1882, as a) Applications received from Category I applicants: amended, or any other statutory and/or regulatory provision Applications received from Category I, shall be grouped governing the settlement of trusts in India, must submit a together, (“ Institutional Portion”); (i) certified copy of the registered instrument for creation b) Applications received from Category II applicants: of such trust, (ii) Power of Attorney, if any, in favour of Applications received from Category II, shall be grouped one or more trustees thereof, (iii) such other documents together, (“Non-Institutional Portion”); evidencing registration thereof under applicable statutory/ c) Applications received from Category III applicants: regulatory requirements. Further, any trusts applying for Further with respect to applications received from Category NCDs pursuant to the Issue must ensure that (a) they are III applicants, applications by applicants who apply for authorised under applicable statutory/regulatory requirements NCDs aggregating to a value not more than ` 0.5 million, and their constitution instrument to hold and invest in across all series of NCDs (Option I and/or Option II and/or debentures, (b) they have obtained all necessary approvals, Option III), shall be grouped together, (“Reserved Individual consents or other authorisations, which may be required under Portion”) while applications by applicants who apply for applicable statutory and/or regulatory requirements to invest NCDs aggregating to a value exceeding ` 0.5 million, across in debentures, and (c) applications made by them do not all series of NCDs (Option I and/or Option II and/or Option exceed the investment limits or maximum number of NCDs

INDIA INFOLINE FINANCE LIMITED 7 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” that can be held by them under applicable statutory and or co.in and www.iiflcap.com and the Co-Lead Managers at regulatory provisions. Failing this, our Company reserves www.rrfinance.com/rrfcl.com and www.karvy.com. A link to the right to accept or reject any Applications in whole or in the said web pages shall also be available on the website part, in either case, without assigning any reason therefor. of NSE and BSE at www.nseindia.com and www.bseindia. Applications by Public Financial Institutions, Statutory com, respectively. A link shall also be provided to the above Corporations, which are authorized to invest in the NCDs: mentioned websites in the Application Form as well. The application must be accompanied by certified true copies Upon receipt of necessary communication from the Lead of: (i) Any Act/Rules under which they are incorporated; (ii) Managers and Co-Lead Managers to the Issue, as per the Board Resolution authorising investments; and (iii) Specimen provisions of the Escrow Agreement, the Bankers to the signature of authorized person. Issue shall transfer the monies from the Escrow Accounts Companies, bodies corporate and societies registered to a separate bank account (“Public Issue Account”). under the applicable laws in India: The application must The Fees for Lead Managers and Co-Lead Managers shall be be accompanied by certified true copies of: (i) Any Act/Rules paid out of the Public Issue Account once listing/ trading under which they are incorporated; (ii) Board Resolution approvals are received from Stock Exchanges, upon receipt of authorising investments; and (iii) Specimen signature of instructions from the Lead Managers and Co-Lead Managers authorized person. as provided for in the Escrow Agreement. Indian Scientific and/or industrial research organizations, The balance amount in the Escrow Accounts, after transfer to which are authorized to invest in the NCDs: The application the Public Issue Account shall be transferred to the Refund must be accompanied by certified true copies of: (i) Any Account. Payments of refund and interest on Application Act/Rules under which they are incorporated; (ii) Board Amount to the relevant Applicants shall also be made from Resolution authorising investments; and (iii) Specimen the Refund Account as per the terms of the Escrow Agreement signature of authorized person. and the Prospectus. Partnership firms formed under applicable Indian The Escrow Collection Banks will act in terms of the laws in the name of the partners and Limited Liability Prospectus and the Escrow Agreement. The Escrow Collection Partnerships formed and registered under the provisions of Banks shall not exercise any lien whatsoever over the monies the Limited Liability Partnership Act, 2008 (No. 6 of 2009): deposited therein. The application must be accompanied by certified true copies 3. Filing of the Prospectus with ROC: A copy of the of: (i) Partnership Deed; (ii) Any documents evidencing Prospectus is filed with the Registrar of Companies, Mumbai, registration thereof under applicable statutory/regulatory Maharashtra, in terms of section 58 and section 60 of the Act. requirements; (iii) Resolution authorizing investment and 4. Pre-Issue Advertisement: Our Company will issue a containing operating instructions (Resolution); (iv) Specimen statutory advertisement on or before the Issue Opening Date. signature of authorized person. This advertisement will contain the information as prescribed Applications under Power of Attorney: In case of under Debt Regulations. Material updates, if any, between Applications made pursuant to a power of attorney by the date of filing of the Prospectus with ROC and the date Category I Applicants, a certified copy of the power of of release of this statutory advertisement will be included attorney or the relevant resolution or authority, as the case in the statutory advertisement. may be, along with a certified copy of the Memorandum 5. Procedure for Application: of Association and Articles of Association and/or bye laws a) Non-ASBA Applications must be lodged along with the Application Form, failing i. Applications through the Members of the Syndicate/ this, our Company reserves the right to accept or reject Trading Members of the Stock Exchanges through Collecting any Application in whole or in part, in either case, without Banks without using ASBA Facility assigning any reason therefor. All Application Forms (available for download on the In case of Investments made pursuant to a power of attorney websites of the Stock Exchanges, the Lead Managers and by Category II and Category III Applicants, a certified copy Co-Lead Managers and also available in physical form of the power of attorney must be lodged along with the as mentioned above) duly completed and accompanied by Application Form. account payee cheques / drafts shall be submitted with the In case of an ASBA Application pursuant to a power of Members of the Syndicate, Trading Members of the Stock attorney, a certified copy of the power of attorney must be Exchanges before the closure of the Issue. The Applications lodged along with the Application Form. Failing this, our are to be submitted to the Members of the Syndicate and Company, in consultation with the Lead Managers and Co- Trading Members on a timely manner so that the details can Lead Managers, reserves the right to reject such Applications. be uploaded by the closure of banking hours on to the Stock Our Company, in its absolute discretion, reserves the right to Exchange platform. The cheque/bank draft can be drawn on relax the above condition of attaching the power of attorney any bank, including a co-operative bank which is situated along with the Application Form subject to such terms and at and is member or sub-member of the Bankers’ clearing- conditions that our Company and the Lead Manager and house located at the place where the Application Form is Co-Lead Managers may deem fit. submitted, i.e. at designated collection centres of the Escrow 2. Escrow Mechanism: We shall open Escrow Account(s) Collection Bank. Outstation cheques /bank drafts drawn on with Escrow Collection Bank(s) in whose favour the non- banks not participating in the clearing process will not be ASBA Applicants, applying through cheques shall make out accepted and applications accompanied by such cheques the cheque or demand draft in respect of their Application. or bank drafts are liable to be rejected and the collecting Cheques or demand drafts for the application amount received bank shall not be responsible for such rejections. Payment from Applicants would be deposited in the Escrow Account. though stockinvest would also not be allowed as the same Details of the the branches of the Escrow Banks where has been discontinued by the RBI vide notification No. the Application Form along with the cheque/ demand draft DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November submitted by a Non ASBA applicant shall be deposited by the 5, 2003. Cash/Stockinvest/Money Orders/Postal Orders will Members of the Syndicate and Trading Members are available not be accepted. In case payment is effected in contravention on the websites of the Lead Managers at www.axisbank.com, of conditions mentioned herein, the application is liable to www.sbicaps.com, www.edelweissfin.com, www.trustgroup. be rejected and application money will be refunded and no

8 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” interest will be paid thereon. A separate cheque / bank draft Application Form would be used only to ensure dispatch must accompany each Application Form. No cash payments of refund orders. Please note that any such delay shall be shall be accepted. at the applicant’s sole risk and neither we nor the Lead All cheques / bank drafts accompanying the application Managers or the Co-Lead Managers or the Registrars shall should be crossed “A/c Payee only” and (a) all cheques / be liable to compensate the applicant for any losses caused bank drafts accompanying the applications made by eligible to the applicant due to any such delay or liable to pay any applicants must be made payable to “India Infoline Finance interest for such delay. Limited- NCD Escrow”. However in case of applications made under power of The Members of the Syndicate/ Trading Members of the Stock attorney, our Company in its absolute discretion, reserves the Exchanges, upon receipt of the Non-ASBA Applications, right to permit the holder of Power of Attorney to request shall upload all the details of the applications on the online the Registrar that for the purpose of printing particulars on platform of the Stock Exchanges. The Members of the the refund order and mailing of Refund Orders /Allotment Syndicate/ Trading Members of the Stock Exchanges shall Advice, the demographic details obtained from the Depository thereafter submit the physical Application Form along with of the applicant shall be used. the cheque/ bank draft to the Escrow Collection Banks. In case no corresponding record is available with the Applicant’s Bank Account Details: It is mandatory for all Depositories that matches all three parameters, namely, the the Applicants who have a Demat Account to apply for NCDs Depository Participant’s identity (DP ID), Client ID and to be allotted in dematerialised form. The Registrar to the PAN, then such applications are liable to be rejected. Issue will obtain the Applicant’s bank account details from the ii. Applications for allotment of physical NCDs by Applicants Depository. The applicant should note that on the basis of the who do not have a Demat Account: All Applicants who do name of the applicant, PAN details, Depository Participant’s not have a Demat Account and intend to apply for NCDs (DP) name, Depository Participants identification number in physical form, should submit the Application Forms duly and beneficiary account number provided by them in the completed and accompanied by account payee cheques / drafts Application Form, the Registrar to the Issue will obtain from and the Know Your Customer (“KYC”) documents with the the applicant’s DP account, the applicant’s bank account Members of the Syndicate, Trading Members of the Stock details. The investors are advised to ensure that bank Exchanges. The cheque/bank draft can be drawn on any account details are updated in their respective DP Accounts bank, including a co-operative bank and is member or sub- as these bank account details would be printed on the refund member of the Bankers’ clearing-house and located at the order(s) or used for refunding through electronic mode, as place where the Application Form is submitted, i.e. where applicable. Please note that failure to do so could result in the designated collection centres of the Escrow Collection delays in credit of refunds to applicants at the applicant’s Banks are located. Outstation cheques /bank drafts drawn on sole risk and neither the Lead Managers, Co-Lead Managers, banks not participating in the clearing process will not be our Company, the Refund Banker(s) nor the Registrar to accepted and applications accompanied by such cheques or the Issue shall have any responsibility and undertake any bank drafts are liable to be rejected and the Escrow Collection liability for the same. Banks shall not be responsible for such rejections. Payments Applicant’s Depository Account Details though stockinvest would also not be allowed as the same has ALL APPLICANTS WHO HAVE A DEMAT ACCOUNT been discontinued by the RBI vide notification No.DBOD. SHOULD MENTION THEIR DEPOSITORY NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. PARTICIPANT’S NAME, PAN DETAILS, DEPOSITORY Cash/Stockinvest/Money Orders/Postal Orders will not be PARTICIPANT IDENTIFICATION NUMBER AND accepted. In case payment is effected in contravention of BENEFICIARY ACCOUNT NUMBER IN THE conditions mentioned herein, the application is liable to APPLICATION FORM. be rejected and application money will be refunded and no Applicant should note that on the basis of name of the interest will be paid thereon. A separate cheque / bank draft applicant, PAN details, Depository Participant’s name, must accompany each Application Form. No cash payments Depository Participant-Identification number and Beneficiary shall be accepted. Account Number provided by them in the Application Form, All cheques / bank drafts accompanying the application the Registrar to the Issue will obtain from the Depository, should be crossed “A/c Payee only” and (a) all cheques / demographic details of the investor such as address, PAN, bank drafts accompanying the applications made by eligible bank account details for printing on refund orders or used applicants must be made payable to “India Infoline Finance for refunding through electronic mode, as applicable and Limited – NCD Escrow”. occupation (“Demographic Details”). Hence, applicants KYC Documents to be submitted by Applicants who do should carefully fill in their Depository Account details not have a Demat account and are applying for NCDs in in the Application Form. Applicants are advised to update the Physical Form: their Demographic Details as provided to their Depository a. Self-attested copy of the proof of identification (for Participants and ensure that they are true and correct. individuals); These Demographic Details would be used for all Any of the following documents shall be considered as a correspondence with the applicants including mailing of verifiable proof of identification: the refund orders/ Allotment Advice and printing of bank Passport; Voter’s ID; Driving Licence; Government particulars on the refund/interest order and the Demographic ID Card; Defence ID Card; Photo PAN Card Photo Details given by applicant in the Application Form would Ration Card. not be used for these purposes by the Registrar. b. Self-attested copy of the PAN card (incase of a minor, Refund Orders/Allotment Advice would be mailed at the the guardian shall also submit the self attested copy of his/ address of the applicant as per the Demographic Details her PAN card); received from the Depositories. Applicant may note that c. Self-attested copy of the proof of residence; delivery of Refund Orders/Allotment Advice may get delayed Any of the following documents shall be considered as a if the same once sent to the address obtained from the verifiable proof of residence: Depositories are returned undelivered. In such an event, ration card issued by the GoI; valid driving license the address and other details given by the applicant in the issued by any transport authority of the Republic of India;

INDIA INFOLINE FINANCE LIMITED 9 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

electricity bill (not older than three months); landline Investors”). Please note that application through ASBA is telephone bill (not older than three months); valid passport optional for all categories of Applicants. The Lead Managers, issued by the GoI; AADHAAR Letter issued by Unique Co-Lead Managers and our Company are not liable for Identification Authority of India (“UIDAI”); voter’s any amendments or modifications or changes in applicable Identity Card issued by the GoI; passbook or latest bank laws or regulations, which may occur after the date of statement issued by a bank operating in India; leave and the Prospectus. ASBA Investors are advised to make their license agreement or agreement for sale or rent agreement independent investigations and to ensure that the Application or flat maintenance bill; Registered Office address in Form is correctly filled up. case of applicants under Category I or Category II; or Our Company, Lead Managers, Co-Lead Managers, Lead life insurance policy. Brokers, our directors, affiliates, associates and their d. Copy of a cancelled cheque of the bank account to which respective directors and officers and the Registrar to the the amounts pertaining to payment of refunds, interest and Issue shall not take any responsibility for acts, mistakes, redemption, as applicable, should be credited. errors, omissions and commissions etc. in relation to Applicants applying for allotment of NCDs in physical form, applications accepted by SCSBs, Applications uploaded by by signing the Application Form, confim to the Company, SCSBs, applications accepted but not uploaded by SCSBs the Lead Managers, Co-Lead Managers and the Registrar or applications accepted and uploaded without blocking that they donot hold any Demat account in India. funds in the ASBA Accounts. It shall be presumed that The Members of the Syndicate/ Trading Members of the Stock for applications uploaded by SCSBs, the amount payable Exchanges shall on receipt of the completed Application Form on application has been blocked in the relevant ASBA along with the KYC Documents and the cheque/ draft, provide Account. an acknowledgment of the application to the Applicant. The list of banks which have been notified by SEBI to act After verification of the KYC documents submitted by the as SCSBs for the ASBA Process is provided on http:/ /www. Applicant along with the application, the Members of the sebi.gov.in/cms/sebi_data/attachdocs/1325570097787.html. Syndicate/ Trading Members of the Stock Exchanges shall For details on Designated Branches of SCSBs collecting upload all such details of the Applicant that is required for the Application Form, please refer the above mentioned the purpose of allotment based on the Application Form on SEBI link. the online platform of the Stock Exchanges. ASBA Applicants applying through a member of the Syndicate The Members of the Syndicate/ Trading Members of the Stock should ensure that the Application Form is submitted to Exchanges shall thereafter submit the physical Application a member of the Syndicate only in the Specified Cities. Form (duly stamped by such Members of the Syndicate/ ASBA Applicants should also ensure that Application Forms Trading Members of the Stock Exchanges) along with the submitted to the Syndicate in the Specified Cities will cheque/ bank draft and the KYC Documents to the Escrow not be accepted if the SCSB where the ASBA Account, as Collecting Bank(s). specified in the Application Form, is maintained has not The Members of the Syndicate and the Trading Members of named at least one branch at that location for the Syndicate the Stock Exchange shall ensure they shall accept Application to deposit the Application Form from ASBA Applicants (A Forms only in such cities/ towns where the banking branches list of such branches is available at hjttp://www.sebi.gov. (escrow banks) are available. Details of such banking in/pmd/scsb-asba.html). ASBA Applicants Applying directly branches are available on the websites of the Lead Managers through the SCSBs should ensure that the Application Form at www.axisbank.com, www.sbicaps.com, www.edelweissfin. is submitted to a Designated Branch, of a SCSB where the com, www.trustgroup.co.in and www.iiflcap.com and the ASBA Account is maintained (A list of such branches is Co-Lead Managers at www.rrfinance.com/rrfcl.com and available at http://www.sebi.gov.in/pmd/scsb-asba.html). www.karvy.com. A link to the said web pages shall also be Those Applicants who wish to apply through the ASBA available on the website of NSE and BSE at www.nseindia. process by filling in physical Application Form will have to com and www.bseindia.com, respectively. select the ASBA mechanism in Application Form and provide The Members of the Syndicate and the Trading Members necessary details. The filled in Application Form containing of the Stock Exchange shall ensure they shall accept instructions to SCSB to block the Application Amount shall Application Forms only in such cities/ towns where the be submitted to the designated branches of the SCSBs. The banking branches (escrow banks) are available. Details ASBA Applications can also be submitted with the Member of the the branches of the Escrow Banks where the of the Syndicate at the Syndicate ASBA Centres (only in Application Form along with the cheque/ demand draft Specified Cities) or with the Trading Members of the Stock submitted by a Non ASBA applicant shall be deposited Exchanges at the Syndicate ASBA Centres (only in Specified by the Members of the Syndicate and Trading Members Cities), who shall in turn forward the same to the SCSBs, are available on the websites of the Lead Managers at in accordance with the circulars issued by SEBI in this www.axisbank.com, www.sbicaps.com, www.edelweissfin. regard from time to time. The Members of Syndicate and com, www.trustgroup.co.in and www.iiflcap.com and the Trading Members of the Stock Exchange shall accept ASBA Co-Lead Managers at www.rrfinance.com/rrfcl.com and Applications only at the Syndicate ASBA Centres and should www.karvy.com. A link to the said web pages shall also ensure that they verify the details about the ASBA Account be available on the website of NSE and BSE at www. and relevant SCSB prior to accepting the Application Form. nseindia.com and www.bseindia.com, respectively. A link Care should be taken that such Application Forms should bear shall also be provided to the above mentioned websites the stamp of the relevant SCSB, Members of the Syndicate in the Application Form as well. or trading members of the Stock Exchanges, otherwise they b) ASBA Applications are liable to be rejected. Procedure for Application through the Members of the ASBA Application in electronic mode will only be available Syndicate/ Trading Members of the Stock Exchanges using with such SCSBs who provide such facility. In case of the Applications Supported by Blocked Amount (“ASBA”) application in such electronic form, the ASBA Applicant facility and Applications through SCSBs using ASBA facility shall submit the Application Form with instruction to block This section is for the information of the Applicants proposing the Application amount either through the internet banking to subscribe to the Issue through the ASBA Process (“ASBA facility available with the SCSB, or such other electronically

10 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” enabled mechanism for applying and blocking funds in the Depository Participants. ASBA Account held with SCSB, as would be made available By signing the Application Forms, the Applicants applying by the concerned SCSB. under the ASBA Process would be deemed to have authorised Mode of payment: The Applicant applying under the ASBA the Depositories to provide, upon request, to the Registrar Process agrees to block the entire amount payable on to the Issue, the required Demographic Details as available application with the submission of the Application Form, on its records. by authorizing the SCSB to block an amount, equivalent to Letters intimating Allotment and unblocking the funds the amount payable on application, in an ASBA Account. would be mailed at the address of the ASBA Applicant After verifying that sufficient funds are available in the as per the Demographic Details received from the ASBA Account, details of which are provided in the Depositories. The Registrar to the Issue will give Application Form or through which the Application is being instructions to the SCSBs for unblocking funds in the made in case of electronic ASBA Application, the SCSB ASBA Account to the extent NCDs are not allotted to shall block an amount equivalent to the amount payable such ASBA Applicants. ASBA Applicants may note that on application mentioned in the Application Form until it delivery of letters intimating unblocking of the funds may receives instructions from the Registrar. Upon receipt of get delayed if the same once sent to the address obtained intimation from the Registrar, the SCSBs shall transfer such from the Depositories are returned undelivered. amount as per the Registrar’s instruction from the ASBA Note that any such delay shall be at the sole risk of the Account. This amount will be transferred into the Public ASBA Applicants and none of us, the SCSBs, the Members Issue Account maintained by us as per the provisions of of the Syndicate or Trading Member shall be liable to section 73(3) of the Companies Act. The balance amount compensate the Applicant applying under the ASBA Process remaining blocked in the ASBA Accounts, if any, after the for any losses caused due to any such delay or liable to finalisation of the Basis of Allotment shall be unblocked by pay any interest for such delay. the SCSBs on the basis of the instructions issued in this In case no corresponding record is available with the regard by the Registrar to the Issue, the Lead Managers and Depositories that matches three parameters, (a) Client ID, (b) Co-Lead Managers to the respective SCSB. the DP ID and (c) the PAN Number, then such applications The SCSB may reject the application at the time of acceptance are liable to be rejected. of Application Form if the ASBA Account with the SCSB, 6. Instructions for completing the Application Form details of which have been provided by the Applicant in the A. Submission of Application Form (Non-ASBA) Application Form, does not have sufficient funds equivalent General Instructions to the amount payable on application mentioned in the Applications to be made in prescribed form only; Application Form. Subsequent to the acceptance of the The forms to be completed in block letters in English; application by the SCSB, the Registrar would have a right Information provided by the Applicants in the Application to reject the application on any of the technical grounds. Form will be uploaded on to the Stock Exchanges Platform In the event of withdrawal or rejection of Application Form system by the Members of the Syndicate, Trading Members or for unsuccessful Application Forms, the Registrar shall of the Stock Exchanges as the case may be, and the give instructions to the SCSB to unblock the application electronic data will be used to make allocation/ Allotment. money in the relevant ASBA Account within twelve (12) The Applicants should ensure that the details are correct Working Days of receipt of such instruction. There will be and legible; no interest paid on any such refunds. Applications should be made by Karta in case of HUF. Depository account and bank details for Applicants applying Please ensure PAN details of the HUF is mentioned and under the ASBA Process not of Karta; IT IS MANDATORY FOR ALL THE APPLICANTS Thumb impressions and signatures other than in English/ APPLYING UNDER THE ASBA PROCESS TO Hindi/Gujarati/Marathi or any other languages specified in RECEIVE THEIR NCDs IN DEMATERIALISED FORM. the 8th Schedule of the Constitution needs to be attested ALL APPLICANTS APPLYING UNDER THE ASBA by a Magistrate or Notary Public or a Special Executive PROCESS SHOULD MENTION THEIR DEPOSITORY Magistrate under his/her seal; PARTICIPANT’S NAME, PAN DETAILS, DEPOSITORY Every applicant should hold valid Permanent Account PARTICIPANT IDENTIFICATION NUMBER AND Number (PAN) and mention the same in the Application BENEFICIARY ACCOUNT NUMBER IN THE Form. In case of Joint Applicants, PAN of all Joint APPLICATION FORM. Applicants is compulsory; Applicants applying under the ASBA Process should Applicants (other than those applying for Allotment of note that on the basis of name of these Applicants, NCDs in physical form) should correctly mention their Depository Participant’s name and identification number DP ID and Client ID in the Application Form. For the and beneficiary account number provided by them in purpose of evaluating the validity of Applications, the the Application Form, the Registrar to the Issue will Demographic Details of Applicants shall be derived from obtain from the Depository demographic details of these the DP ID and Client ID mentioned in the Application Applicants such as PAN, address for printing on Allotment Form; advice and occupation (“Demographic Details”). Hence, Applicants applying for Allotment of NCDs in physical Applicants applying under the ASBA Process should form should submit the KYC documents as mentioned carefully fill in their Depository Account details in the above. The Registar shall withhold dispatch of the Physcial Application Form. NCD certificates till the proper KYC doecuments are These Demographic Details would be used for all recieved; correspondence with such Applicants including mailing of All applicants are required to tick the relevant column the letters intimating unblocking of their respective ASBA of “Category of Investor” in the Application Form; Accounts. The Demographic Details given by the Applicants All applicants are required to tick the relevant box of the in the Application Form would not be used for any other “Mode of Application” in the Application Form choosing purposes by the Registrar. Hence, Applicants are advised either ASBA or Non-ASBA mechanism; to update their Demographic Details as provided to their All Application Forms (except in case of Application Forms

INDIA INFOLINE FINANCE LIMITED 11 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” through ASBA mechanism) duly completed together with C. Terms of Payment: The face value for the NCDs is cheque/bank draft for the amount payable on application payable on application only. In case of allotment of lesser must be delivered before the closing of the Issue to any number of NCDs than the number applied, our Company of the Members of the Syndicate and Trading Members shall refund/ unblock the excess amount paid on application of the Stock Exchanges, who shall upload the same on to the applicant. the Stock Exchange Platform before the closure of the 7. General Instructions Issue; Do’s All Applicants applying through Non-ASBA mechanism Check if eligible to apply; shall mention the Application Number, Sole/ first Read all the instructions carefully and complete the Applicant’s name and the phone number on the reverse Application Form; side of the cheque and demand draft; Ensure that the details about Depository Participant No receipt will be issued for the application money. and Beneficiary Account in the allotment of NCDs in However, Bankers to the Issue and/or their branches Dematerailsed form through the Members of the Syndicate receiving the applications will acknowledge the same; and Trading Members are correct, as allotment of NCDs Ensure that you select the correct option while filling to these applicants will be in the dematerialized form in the Application Form. Where the applicants have not only; indicated their choice of the relevant Series of NCDs, In case of an HUF applying through its Karta, the Applicant the Company shall allot Option II NCDs to all valid is required to specify the name of an Applicant in the applications. Application Form as ‘XYZ Hindu Undivided Family Further Instructions for ASBA Applicants applying through PQR’, where PQR is the name of the ASBA Applicants should correctly mention the ASBA Karta. However the PAN number of the HUF should be Account number and ensure that funds equal to the mentioned in the Application Form and not that of the Application Amount are available in the ASBA Account Karta; before submitting the Application Form to the Designated Ensure that the Applications are submitted to the Members Branch, otherwise the concerned SCSB shall reject the of the Syndicate and Trading Members on a timely manner Application; so that the details can be uploaded by 5 pm; If the ASBA Account holder is different from the ASBA Ensure that the Applicant’s name(s) given in the Applicant, the Application Form should be signed by the Application Form is exactly the same as the name(s) in ASBA Account holder, in accordance with the instructions which the beneficiary account is held with the Depository provided in the Application Form. Not more than five Participant; applications can be made from one single ASBA Account; Ensure that you mention your PAN allotted under the IT For ASBA Applicants, the Applications in physical Act; mode should be submitted to the SCSBs or a member of Ensure that the Demographic Details are updated, true the Syndicate or to the Trading Members of the Stock and correct in all respects (except in case where the Exchanges on the prescribed Application Form. SCSBs application is for NCDs in physical form); may provide the electronic mode for making application Ensure the use of an Application Form bearing the stamp either through an internet enabled banking facility or of the relevant SCSB, Trading Members of the Stock such other secured, electronically enabled mechanism for Exchanges or the Members of the Syndicate (except application and blocking funds in the ASBA Account; in case of electronic ASBA Applications) to whom the Application Forms should bear the stamp of the Member application is submitted; of the Syndicate, Trading Member of the Stock Exchanges If applying for NCDs in physical form ensure the KYC and/or SCSB. Application Forms which do not bear the documents are submitted along with the Application Form stamp is liable to be rejected. and the date of birth is mentioned on the Application ALL APPLICATIONS BY CATEGORY I APPLICANTS Form; SHALL BE RECEIVED ONLY BY THE LEAD MANAGERS/ Ensure that you have obtained all necessary approvals CO-LEAD MANAGERS/ LEAD BROKERS AND THEIR from the relevant statutory and/or regulatory authorities, RESPECTIVE AFFILIATES. as applicable to each category of investor, to apply for, All Applicants should apply for one or more option of NCDs subscribe to and/or seek allotment of NCDs pursuant to in a single Application Form only. the Issue; Our Company would allot Option II NCDs to all valid Ensure that you select the correct option while filling applications, wherein the applicants have not indicated their in the Application Form. Where the applicants have not choice of NCDs. B. Permanent Account Number: The applicant should indicated their choice of the relevant Series of NCDs, mention his or her Permanent Account Number (PAN) allotted the Company shall allot Option II NCDs to all valid applications; under the IT Act (Except for Applications on behalf of the Central or State Government officials and the officials Incase you are submitting an Application Form to a appointed by the courts in terms of a SEBI circular dated trading member ensure that he is located in a town / city June 30, 2008 and Applicants residing in the state of Sikkim that has a escrow banking facility. (list of such locations who in terms of a SEBI circular dated July 20, 2006 may are available on the websites of Stock Exchanges, the be exempt from specifying their PAN for transacting in the Company, Lead managers, and Co-Lead Managers, a link for the same being available in the Application Form; securities market). In accordance with Circular No. MRD/ DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, Ensure that you receive an acknowledgement from the the PAN would be the sole identification number for the Designated Branch, the Trading Member of the Stock participants transacting in the securities market, irrespective Exchanges or from the Members of the Syndicate, as of the amount of transaction. Any Application Form, without the case may be, for the submission and upload of your the PAN will be rejected, irrespective of the amount of Application Form; transaction. It is to be specifically noted that the applicants Do’s for ASBA Applicants in addition to the above mentioned general instructions should not submit the GIR number instead of the PAN as the Application will be rejected on this ground. Ensure that you specify ASBA as the ‘Mode of Application’

12 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

and use the Application Form bearing the stamp of the Payment of Application Amounts in any mode other than relevant SCSB, Trading Members of the Stock Exchanges through blocking of the Application Amounts in the ASBA or the Members of the Syndicate (except in case of Accounts shall not be accepted under the ASBA; electronic Application Forms) to whom the application Do not send your physical Application Form by post. is submitted; Instead submit the same to a Trading Member of the Ensure that your Application Form is submitted either Stock Exchanges or to a Member of the Syndicate at the at a Designated Branch of an SCSB where the ASBA Specified Cities, as the case may be; Account is maintained, with a Trading Member of the Do not submit more than five Application Forms per Stock Exchanges at the Syndicate ASBA Centres (in ASBA Account; Specified Cities) or with the Members of the Syndicate Do not submit the Application Form with a Member of the at the Syndicate ASBA Centres (in Specified Cities) and Syndicate or Trading Member of the Stock Exchanges, at not to the Escrow Collection Banks (assuming that such a location other than where the Syndicate ASBA Centres bank is not a SCSB), to our Company or the Registrar are located (Specified Cities); and to the Issue; Do not submit ASBA Applications to a Member of the ASBA Applicants applying through a Member of the Syndicate or the Trading Members of the Stock Exchanges Syndicate/ Trading Member should ensure that the unless the SCSB where the ASBA Account is maintained Application Form is submitted to such Member of the as specified in the Application Form, has named at-least Syndicate/ Trading Member only in the Specified Cities. one Designated Branch, as displayed on the SEBI website ASBA Applicants should also ensure that Application (www.sebi.gov.in/pmd/scsb-asba.html) in the relevant area Forms submitted to the Members of the Syndicate/ Trading for the Members of the Syndicate or the Trading Members Member in the Specified Cities will not be accepted if of the Stock Exchanges to deposit the Application Forms. the SCSB where the ASBA Account, as specified in the 8.Other Instructions Application Form, is maintained has not named at least one A. Joint Applications: Applications may be made in single branch at that location for the Members of the Syndicate/ or joint names (not exceeding three). In the case of joint Trading Member to deposit the Application Form from applications, all payments will be made out in favour of the ASBA Applicants (A list of such designated branches is first applicant. All communications will be addressed to the available at http://www.sebi.gov.in/pmd/scsb-asba.html). first named applicant whose name appears in the Application ASBA Applicants Applying directly through the SCSBs Form and at the address mentioned therein. PAN for all Joint should ensure that the Application Form is submitted to a applicants is compulsory. Designated Branch, of a SCSB where the ASBA Account B. Additional/ Multiple Applications: An applicant is is maintained (A list of such branches is available at allowed to make one or more applications for the NCDs for http://www.sebi.gov.in/pmd/scsb-asba.html). the same or other series of NCDs, subject to a minimum Ensure that the Application Form is signed by the ASBA application size of ` 5,000 and in multiples of ` 1,000 Account holder in case the ASBA Applicant is not the thereafter, for each application. Any application for an amount account holder; below the aforesaid minimum application size will be deemed Ensure that you have mentioned the correct ASBA Account as an invalid application and shall be rejected. However, any number in the Application Form; application made by any person in his individual capacity Ensure that you have funds equal to or more than and an application made by such person in his capacity the Application Amount in the ASBA Account before as a karta of a Hindu Undivided family and/or as joint submitting the Application Form to the respective applicant, shall not be deemed to be a multiple application Designated Branch, with a Trading Member of the Stock but for the purpose of deciding whether the applicant will Exchanges or to the Members of the Syndicate; be considered under the Reserved Individual Portion or In case you are submitting the Application Form to a Unreserved Individual Portion, two or more applications, Member of the Syndicate, please ensure that the SCSBs as above, will be clubbed together. with whom the ASBA Account specified in the Application For the purposes of allotment of NCDs under the Issue, Form is maintained, has a branch specified for collecting applications shall be grouped based on the PAN, i.e. such Application Forms in the location where the applications under the same PAN shall be grouped together Application Form is being submitted. and treated as one application. Two or more applications Don’ts: will be deemed to be multiple applications if the sole or Do not apply for lower than the minimum application size; first applicant is one and the same. For the sake of clarity, Do not pay the application amount in cash or by money two or more applications shall be deemed to be a multiple order or by postal order or by stockinvest; application for the aforesaid purpose if the PAN number of Do not fill up the Application Form such that the NCDs the sole or the first applicant is one and the same. applied for exceeds the issue size and/or investment limit C. Depository Arrangements: As per the provisions of applicable to such investor under laws or regulations Section 68B of the Act, the allotment of NCDs of our applicable to such investor or maximum number of NCDs Company can be made in both dematerialised form (i.e. that can be held under the applicable laws or regulations not in the form of physical certificates but be fungible and or maximum amount permissible under the applicable be represented by the Statement issued through electronic regulations; mode) as well as physical form. Do not submit the GIR number instead of the PAN as the We have made depository arrangements with NSDL and CDSL Application Form will be rejected on this ground; for issue and holding of the NCDs in dematerialised form. Do not submit the Application Forms without the full Please note that tripartite agreements have been executed Application Amount; between our Company, the Registrar and both the depositories. Do not submit Application Forms in non-ASBA mode to As per the provisions of the Depositories Act, 1996, the any of the Collection Centres of the Bankers to the Issue/ NCDs issued by us can be held in a dematerialized form. Registrar/Company; In this context: Don’ts for ASBA Applicants in addition to the above i. Tripartite Agreement dated November 28, 2007 and mentioned general instructions December 20, 2007 between us, the Registrar to the

INDIA INFOLINE FINANCE LIMITED 13 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Issue and CDSL and NSDL, respectively for offering Applications not duly signed by the sole/joint applicants depository option to the investors, (in the same sequence as they appear in the records of the ii. An applicant who wishes to apply for NCDs in the depository), signature of sole and/ or joint applicant(s) electronic form must have at least one beneficiary account missing; with any of the Depository Participants (DPs) of NSDL Applications submitted without payment of the entire or CDSL prior to making the application, Application Amount. However, our Company may allot iii. The applicant seeking allotment of NCDs in the Electronic NCDs up to the value of application monies paid, if such Form must necessarily fill in the Demographic Details application monies exceed the minimum application size in the Application Form, as prescribed hereunder; iv. NCDs allotted to an applicant in the Electronic Account In case of partnership firms, NCDs may be registered in Form will be credited directly to the applicant’s respective the names of the individual partners and no firm as such beneficiary account(s), shall be entitled to apply. However a limited liability v. For subscription in electronic form, names in the partnership firm can apply in its own name; Application Form should be identical to those appearing Date of Birth for First/ Sole Applicant for persons applying in the account details in the depository. for allotment of NCDs in physical form not mentioned vi. Non-transferable Allotment Advice/refund orders will in the Application Form; be directly sent to the applicant by the Registrars to Application by persons not competent to contract under this Issue, the Indian Contract Act, 1872 including minors (without vii. If incomplete/incorrect details are given in the the name of guardian) and insane persons; Application Form, it will be rejected. PAN of the Applicant not mentioned in the Application viii. For allotment of NCDs in electronic form, the address, Form except for Applications by or on behalf of the nomination details and other details of the applicant Central or State Government and the officials appointed as registered with his/her DP shall be used for all by the courts and by investors residing in the State of correspondence with the applicant. The applicant is Sikkim, provided such claims have been verified by the therefore responsible for the correctness of his/her Depository Participants; demographic details given in the Application Form vis- GIR number furnished instead of PAN; à-vis those with his/her DP. In case the information is Applications for amounts greater than the maximum incorrect or insufficient, our Company would not be permissible amounts prescribed by applicable regulations; liable for losses, if any, Applications by persons/entities who have been debarred ix. It may be noted that NCDs in electronic form can be from accessing the capital markets by SEBI; traded only on the Stock Exchanges having electronic Applications by any persons outside India including connectivity with NSDL or CDSL. NSE and BSE have Applications by OCBs; connectivity with NSDL and CDSL, Any application for an amount below the minimum x. Interest/ redemption amount or other benefits with respect application size; to the NCDs held in dematerialised form would be paid Application for number of NCDs, which are not in to those NCD holders whose names appear on the list multiples of one; of beneficial owners given by the Depositories to us as Application under power of attorney or by limited on record date. In case of those NCDs for which the companies, corporate, trust etc., where relevant documents beneficial owner is not identified by the Depository as are not submitted; on the record date/ book closure date, we would keep in Application Form does not have applicant’s depository abeyance the payment of interest or other benefits, till account details (i.e. DP ID & Client ID) and has not such time that the beneficial owner is identified by the opted for Allotment of NCDs in physical form; Depository and conveyed to us, whereupon the interest or Applications accompanied by Stockinvest/money order/ benefits will be paid to the beneficiaries, as identified, postal order; within a period of ten (10) Working Days. Application Forms not delivered by the applicant within xi. The trading of the NCDs shall be in dematerialized the time prescribed as per the Application Form and the form only. Prospectus and as per the instructions in the Prospectus D. Communications and the Application Form; All future Communications in connection with Applications In case the subscription amount is paid in cash; made in the Issue should be addressed to the Registrar In case no corresponding record is available with the to the Issue quoting all relevant details as regards the Depositories that matches three parameters namely, client applicant and its application. ID, PAN and the DP ID; Applicants can contact the Compliance Officer of our Applications submitted directly to the Escrow Collection Company/Lead Managers/ Co-Lead Managers or the Banks, if such bank is not the SCSB; Registrar to the Issue in case of any Pre-Issue related Application Form accompanied with more than one cheque; problems. In case of Post-Issue related problems such For applications in demat mode, DP ID/Client ID/PAN as as non- receipt of Allotment Advice / credit of NCDs per Electronic file does not match with depository records in depository’s beneficiary account / refund orders, etc., Application not uploaded in to the Electronic files of applicants may contact the Compliance Officer of our Stock exchanges Company/Lead Manager/ Co-Lead Managers or Registrar Applications by persons who are not eligible to acquire to the Issue. NCDs of our Company in terms of applicable laws, rules, 9. Rejection of Application: The Board of Directors and/or regulations, guidelines and approvals; any committee of our Company reserves its full, unqualified ASBA Application Forms not being signed by the ASBA and absolute right to accept or reject any application in Account holder; whole or in part and in either case without assigning any ASBA Applications not having details of the ASBA Account reason thereof. to be blocked; Application may be rejected on one or more technical With respect to ASBA Applications, inadequate funds grounds, including but not restricted to: in the ASBA Account to enable the SCSB to block the

14 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Application Amount specified in the ASBA Application NEFT wherever the Investors’ bank has been assigned the Form at the time of blocking such Application Amount in Indian Financial System Code (IFSC), which can be linked the ASBA Account or no confirmation is received from to a MICR, allotted to that particular bank branch. IFSC the SCSB for blocking of funds; Code will be obtained from the website of RBI as on a date Applications where clear funds are not available in the immediately prior to the date of payment of refund, duly Applicant’s bank account as per final certificates from mapped with MICR numbers. In case of online payment or Escrow Collection Banks; wherever the Investors have registered their nine digit MICR Authorization to the SCSB for blocking funds in the number and their bank account number with the depository ASBA Account not provided; participant while opening and operating the demat account, Applications uploaded after the expiry of the allocated the MICR number and their bank account number will be duly time on the Issue Closing Date, unless extended by the mapped with the IFSC Code of that particular bank branch Stock Exchanges, as applicable; and the payment of refund will be made to the Investors Applications by Applicants whose demat accounts have through this method. been ‘suspended for credit’ pursuant to the circular issued iv. RTGS – If the refund amount exceeds ` 200,000, the by SEBI on July 29, 2010 bearing number CIR/MRD/ Investors have the option to receive refund through RTGS. DP/22/2010; Charges, if any, levied by the refund bank(s) for the same ASBA Applications submitted to the Members of Syndicate would be borne by us. Charges, if any, levied by the Investor’s or Trading Members of the Stock Exchange at locations bank receiving the credit would be borne by the Investor. other than the Specified Cities or at a Designated Branch v. For all other Investors (non-ASBA) the refund orders will of a SCSB where the ASBA Account is not maintained, be despatched through Speed Post/ Registered Post. Such and ASBA Applications submitted directly to an Escrow refunds will be made by cheques, pay orders or demand drafts Collecting Bank (assuming that such bank is not a SCSB), drawn in favour of the sole/ first Investor and payable at par. to our Company or the Registrar to the Issue; vi. Credit of refunds to Investors in any other electronic Kindly note that The ASBA Applications being submitted manner permissible under the banking laws, which are in with the Member of the Syndicate or with the Trading force and are permitted by the SEBI from time to time. Members of the Stock Exchanges should be submitted at b) In case of ASBA Applications, the unutilised portion of the Syndicate ASBA Centres (only in Specified Cities). the application money shall be unblocked by the SCSBs on Further, ASBA Applications submitted to the Members of the basis of the instructions issued in this regard by the the Syndicate or Trading Members of the Stock Exchange Registrar to the Issue, the Lead Managers and the Co-Lead at the Specified Cities will not be accepted if the SCSB Managers to the respective SCSBs. where the ASBA Account, as specified in the Application Further, Form, is maintained has not named at least one Designated Allotment of NCDs shall be made within a time period Branch at that Specified City for the Members of the of twelve (12) Working Days from the date of closure of Syndicate or Trading Members of the Stock Exchange, the Issue; as the case may be, to deposit ASBA Applications (A list Credit to demat account will be given no later than twelve of such branches is available at http://www.sebi.gov.in/ (12) Working Days from the date of the closure of the cms/sebi_data/attachdocs/1343901524048.html). Issue; 10. Allotment Advice / Refund Orders Our Company shall pay interest at 15% (fifteen) per The unutilised portion of the application money will be annum if Allotment is not made and refund orders are not refunded to the Applicant on the Designated Date and no dispatched and/or demat credits are not made to investors later than twelve (12) working days from the Issue Closing within twelve (12) Working Days of the Issue Closing Date Date in the manner as provided below: or date of refusal of the Stock Exchange(s), whichever a) In case of Applications made by Non-ASBA applicants on is earlier. If such money is not repaid within eight days the Stock Exchange through the Members of the Syndicate/ from the day our Company becomes liable to repay it, our Trading Members of the Stock Exchanges by making payment Company and every officer in default shall, on and from though cheques, the unutilised portion of the application expiry of eight days, be liable to repay the money with money (includes refund amounts payable to unsuccessful interest at the rate of 15% as prescribed under Section Applicants and also the excess amount paid on Application) 73 of the Companies Act, provided that the beneficiary will be credited to the Bank Account of the Applicant as per particulars relating to such Applicants as given by the the banking account details (i) available with the depositories Applicants is valid at the time of the upload of the demat for Applicants having Demat accounts and (ii) as provided credit. in the Application Form for others by way of any of the Our Company will provide adequate funds to the Registrars following modes: to the Issue, for this purpose. i. Direct Credit – Investors having bank accounts with the 11. Retention of oversubscription Bankers to the Issue shall be eligible to receive refunds Our Company is making a public Issue of NCDs aggregating through direct credit. Charges, if any, levied by the relevant upto ` 2,500 million with an option to retain oversubscription bank(s) for the same would be borne by us. of NCDs up to ` 2,500 million. ii. NECS – Payment of refund would be done through NECS 12. Basis of Allotment for Investors having an account at any of the 91 centres The registrar will aggregate the applications based on the where such facility has been made available. This mode applications received through an electronic book from the of payment of refunds would be subject to availability of stock exchanges and determine the valid applications for complete bank account details including the MICR code as the purpose of drawing the basis of allocation. Grouping available from the Depositories. The payment of refunds of the application received will be then done in the through this mode will be done for Applicants having a following manner: bank account at any centre where NECS facility has been Grouping of Applications and Allocation Ratio: Applications made available (subject to availability of all information received from various applicants shall be grouped together for crediting the refund through NECS). on the following basis: iii. NEFT – Payment of refund shall be undertaken through a) Applications received from Category I applicants:

INDIA INFOLINE FINANCE LIMITED 15 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Applications received from Category I, shall be grouped allotments will be given in the following order: together, (“Institutional Portion”); i. Reserved Individual Portion b) Applications received from Category II applicants: ii. Unreserved Individual Portion Applications received from Category II, shall be grouped iii. Non-Institutional Portion together, (“Non-Institutional Portion”); iv. Institutional Portion c) Applications received from Category III applicants: v. on a first come first serve basis. Further with respect to applications received from Category For each Portion, all applications uploaded in to the III applicants, applications by applicants who apply for Electronic Book with Stock Exchanges would be treated at NCDs aggregating to a value not more than ` 0.5 million, par with each other. Allotment within a day would be on across all series of NCDs (Option I and/or Option II and/or proportionate basis, where NCDs applied for exceeds NCDs Option III), shall be grouped together, (“Reserved Individual to be allotted for each Portion respectively. Portion”) while applications by applicants who apply for Minimum allotments of 5 NCDs and in multiples of 1 NCD NCDs aggregating to a value exceeding ` 0.5 million, across thereafter would be made in case of each valid application. all series of NCDs (Option I and/or Option II and/or Option (c) Allotments in case of oversubscription: III), shall be separately grouped together, (“Unreserved In case of an oversubscription, allotments to the maximum Individual Portion”). extent, as possible, will be made on a first-come first-serve For removal of doubt, “Institutional Portion”, “Non- basis and thereafter on proportionate basis, i.e. full allotment Institutional Portion” “Reserved Individual Portion” and of NCDs to the applicants on a first come first basis for forms “Unreserved Individual Portion” are individually referred uploaded up to 5 pm of the date falling 1 (one) day prior to as “Portion” and collectively referred to as “Portions” to the date of oversubscription and proportionate allotment For the purposes of determining the number of NCDs available of NCDs to the applicants on the date of oversubscription for allocation to each of the abovementioned Portions, our (based on the date of upload of the Application on the Stock Company shall have the discretion of determining the number Exchange Platform, in each Portion). of NCDs to be allotted over and above the Base Issue Size, (d) Proportionate Allotments: For each Portion, on the date in case our Company opts to retain any oversubscription in of oversubscription: the Issue upto ` 2,500 million. The aggregate value of NCDs i) Allotments to the applicants shall be made in proportion decided to be allotted over and above the Base Issue Size, to their respective application size, rounded off to the (in case our Company opts to retain any oversubscription nearest integer, in the Issue), and/or the aggregate value of NCDs upto the ii) If the process of rounding off to the nearest integer Base Issue Size shall be collectively termed as the “Overall results in the actual allocation of NCDs being higher than Issue Size”. the Issue size, not all applicants will be allotted the number Basis of Allotment for NCDs of NCDs arrived at after such rounding off. Rather, each (a) Allotments in the first instance: applicant whose allotment size, prior to rounding off, had i. Applicants belonging to the Institutional Portion, in the first the highest decimal point would be given preference, instance, will be allocated NCDs upto 40% of Overall Issue iii) In the event, there are more than one applicant whose Size on first come first serve basis (determined on the basis entitlement remain equal after the manner of distribution of date of receipt of each application duly acknowledged by referred to above, our Company will ensure that the basis the Lead Managers/ Co-Lead Managers/ SCSB (Designated of allotment is finalised by draw of lots in a fair and Branch or online acknowledgement); equitable manner. ii. Applicants belonging to the Non-Institutional Portion, in (e) Applicant applying for more than one series of NCDs: the first instance, will be allocated NCDs upto 10% of Overall If an applicant has applied for more than one series of NCDs, Issue Size on first come first serve basis (determined on the and in case such applicant is entitled to allocation of only basis of date of receipt of each application duly acknowledged a part of the aggregate number of NCDs applied for, the by the Members of the Syndicate/ Trading Members/ SCSB Series-wise allocation of NCDs to such applicants shall be (Designated Branch or online acknowledgement)); in proportion to the number of NCDs with respect to each iii. Applicants belonging to the Unreserved Individual Series, applied for by such applicant, subject to rounding Portion, in the first instance, will be allocated NCDs off to the nearest integer, as appropriate in consultation upto 25% of Overall Issue Size on first come first serve with Lead Managers, Co-Lead Managers and Designated basis (determined on the basis of date of receipt of each Stock Exchange. application duly acknowledged by the Members of the All decisions pertaining to the basis of allotment of NCDs Syndicate/ Trading Members/ SCSB (Designated Branch or pursuant to the Issue shall be taken by our Company in online acknowledgement)); consultation with the Lead Managers, Co-Lead Managers and iv. Applicants belonging to the Reserved Individual Portion, in the Designated Stock Exchange and in compliance with the the first instance, will be allocated NCDs upto 25% of Overall aforementioned provisions of the Prospectus. Issue Size on first come first serve basis (determined on the Our Company would allot Option II NCDs to all valid basis of date of receipt of each application duly acknowledged applications, wherein the applicants have not indicated their by the Members of the Syndicate/ Trading Members/ SCSB choice of the relevant Series of NCDs. (Designated Branch or online acknowledgement)); Please note in case KYC documents are not proper, Registrar Allotments, in consultation with the Designated Stock shall hold back physical certificate alloted to the applicant Exchange, shall be made on a first-come first-serve basis, pending receipt of complete KYC documents from Applicant based on the date of upload of each application in to the and the Company shall keep in abeyance the payment of Electronic Book with Stock Exchanges, in each Portion interest or other benefits, till such time. The Company shall subject to the Allocation Ratio. also not be liable to pay interest for delay in depatch of (b) Under Subscription: the certificate incase of delay casued due to non reciept of Under subscription, if any, in Reserved Individual Portion or proper KYC documents to the satisfaction of the Registrar. Unreserved Individual Portion shall first be met by inter-se 13. Investor Withdrawals and Pre-closure: Investor adjustment between these two sub-categories. Thereafter, if Withdrawal: Applicants are allowed to withdraw their there is any under subscription in any Portion, priority in applications at any time prior to the closure of the Issue.

16 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Pre-closure: Our Company, in consultation with the Lead iv. We shall utilize the Issue proceeds only upon allotment Managers and Co-Lead Managers reserves the right to close of NCDs as stated in the Prospectus and on receipt of the the Issue at any time prior to the Issue Closing Date, subject minimum subscription of 75% of the Base Issue; and to receipt of minimum subscription for NCDs aggregating v. The Issue proceeds shall not be utilized towards full or part to75% of the Base Issue. Our Company shall allot NCDs consideration for the purchase or any other acquisition, inter with respect to the applications received at the time of such alia by way of a lease, of any property; however the Issue pre-closure in accordance with the Basis of Allotment as Proceeds may be used for issuing Loans against securities. described hereinabove and subject to applicable statutory Listing and/or regulatory requirements. The NCDs offered through the Prospectus are proposed to 14. Utilisation of Application Money be listed on the NSE and BSE. Our Company has obtained The sum received in respect of the Issue will be kept in an ‘in-principle’ approvals for the Issue from the NSE vide separate bank accounts and we will have access to such their letter dated August 27, 2012 and from BSE vide their funds as per applicable provisions of law(s), regulations letter dated August 27, 2012. For the purposes of the Issue, and approvals. NSE shall be the Designated Stock Exchange. 15. Utilisation of Issue Proceeds If permissions to deal in and for an official quotation of our i. All monies received pursuant to the Issue of NCDs to NCDs are not granted by NSE and/ or BSE, our Company public shall be transferred to a separate bank account other will forthwth repay, without interest, all moneys received than the bank account referred to in sub-section (3) of from the applicants in pursuance of the Prospectus. Our section 73 of the Act. Company shall ensure that all steps for the completion of ii. Details of all monies utilised out of Issue shall be the necessary formalities for listing and commencement of disclosed under an appropriate separate head in our Balance trading at NSE and/ or BSE are taken within twelve (12) Sheet indicating the purpose for which such monies had working days from the date of closure of the Issue. For the been utilised; avoidance of doubt, it is hereby clarified that in the event iii. Details of all unutilised monies out of issue of NCDs, of non subscription to any one or more of the Options, such if any, shall be disclosed under an appropriate separate head NCDs with Option(s) shall not be listed. in our Balance Sheet indicating the form in which such unutilised monies have been invested. TERMS OF THE ISSUE Authority for the Issue Pursuant to resolution passed by the shareholders of our Company at their AGM held on June 26, 2012 and in accordance with provisions of Section 293 (1)(d) of the Act, the Board has been authorised to borrow sums of money as they may deem necessary for the purpose of the business of our Company, which together with the monies already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the ordinary course of business), may exceed at any time, the aggregate of the paid-up capital of our Company and its free reserves (that is to say, reserves, not set apart for any specific purposes) by a sum not exceeding ` 120,000 million (Rupees One hundred and twenty thousand million). At the meeting of the Board of Directors of our Company, held on August 9, 2012 the Directors have approved the issue of NCDs to the public upto an amount not exceeding ` 5,000 million. Principal Terms & Conditions of this Issue: The NCDs being offered as part of the Issue are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Prospectus, the Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/ the Government of India/NSE and BSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in the chapter titled “Terms of the Issue” beginning on page 258 of the Prospectus. Common Terms of NCDs Particulars Details Issuer India Infoline Finance Limited Issue Public Issue by our Company of NCDs aggregating upto ` 2,500 million with an option to retain over- subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total of upto ` 5,000 million. The NCDs will be unsecured in the nature of subordinated debt and will be eligible for Tier II Capital. Stock Exchanges NSE and BSE proposed for listing of the NCDs Issuance In physical and dematerialised form Trading Compulsorily in dematerialised form Trading Lot 1 (one) NCD Depositories NSDL and CDSL Security No security will be created in connection with the NCDs.

INDIA INFOLINE FINANCE LIMITED 17 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Rating The NCDs proposed to be issued under this Issue have been rated ‘[ICRA]AA- (stable)’ by ICRA for an amount of upto `5,000 million vide its letter dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount of upto `5,000 million vide its letter dated August 13, 2012. The rating of the NCDs by ICRA indicates a high degree of safety regarding timely servicing of fi nancial obligations. Such instruments carry very low credit risk. The modifi er “-” (minus) refl ects the comparative standing within the category. The rating of NCDs by ICRA indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of fi nancial obligations. Such instruments carry very low credit risk. The ratings provided by ICRA and CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Issue Schedule* The Issue shall be open from September 5, 2012 to September 18, 2012. Pay-in date 3 (three) Business Days from the date of receipt of application or the date of realization of the cheques/ demand drafts, whichever is later. Deemed Date of The date on which the Board or a duly authorized committee approves the Allotment of NCDs. All Allotment benefi ts relating to the NCDs including interest on NCDs shall be available to Investors from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment. The specific terms of each instrument are set out below: Options I II III Tenure 72 Months Frequency of Interest Payment Monthly Annually NA Minimum Application `5,000 (5 NCDs) (for all options of NCDs, namely Options I, II and III, either taken individually or collectively) In Multiples of 1 NCD after the minimum application Face Value of NCDs `1,000 (` / NCD) Issue Price (` / NCD) `1,000 Mode of Interest Payment/ Through Various options Through Various options Redemption through various Redemption# available available options available Coupon (%) for NCD Holders 12.75% per annum 12.75% per annum NA

Effective Yield (per annum) 13.52% 12.75% 12.75% Redemption Date 72 months from the Deemed Date of Allotment Redemption Amount (`/NCD) Face Value of the NCDs Face Value of the NCDs ` 2054.50 plus any interest that may plus any interest that may have accrued have accrued Deemed Date of Allotment Date of issue of the Allotment advice Nature of Indebtedness Un-Secured Redeemable Subordinated Debt Escrow Mechanism Credit Rating For details, please refer to the chapter titled “Issue Procedure” CRISIL ‘CRISIL AA-/Stable’ under sub heading “Escrow Mechanism” on page 8 of this ICRA ‘[ICRA]AA- Stable’ Abridged Prospectus and on page 265 of the Prospectus. # For various modes of interest payment, please refer page Allotment of Debt Securities 250 of the Prospectus. Basis of allotment Period of Subscription For details, please refer to the chapter titled “Issue Procedure” The subscription list shall remain open for a period as under sub heading “Basis of Allotment” on page 15 of this indicated below, with an option for early closure or extension Abridged Prospectus and on page 278 of the Prospectus. by such period, as may be decided by the duly authorised Form and Denomination committee of Directors of our Company, subject to necessary In case of NCDs held in physical form, a single certificate approvals. In the event of such early closure of the Issue will be issued to the NCD Holder for the aggregate amount or extension, our Company shall ensure that notice of such (“Consolidated Certificate”) for each type of NCDs. The early closure/extension is given one day prior to such early applicant can also request for the issue of NCD certificates date of closure through advertisement/s in a leading national in denomination of one NCD (“Market Lot”). daily newspaper. In respect of Consolidated Certificates, we will, only Issue Opens on September 5, 2012 upon receipt of a request from the NCD holder, split such Closing Date* September 18, 2012 Consolidated Certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged For details on timing for submission of Application Form, for splitting of NCD certificates in Market Lots, but stamp please refer page no. 41 of this Abridged Prospectus and duty payable, if any, would be borne by the NCD holder. page no. 260 of the Prospectus. The request for splitting should be accompanied by the

18 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” original NCD certificate which would then be treated as prior to the Deemed Date of Allotment, at the rate of 4 % cancelled by us. per annum. However, it is clarified that in the event that Grouping of applications and allocation ratio our Company does not receive a minimum subscription of For details, please refer to the chapter titled “Issue 75% of the Base Issue, i.e. ` 1,875.00 million our Company Procedure” under sub heading “Grouping of Applications will not allot any NCDs to applicants. and allocation ratio” on page 7 of this Abridged Prospectus Please note no interest is to be paid on application and on page 278 of the Prospectus. monies to the ASBA Applicants. Allotment in the first instance Our Company may enter into an arrangement with one or more For details, please refer to the chapter titled “Issue banks in one or more cities for direct credit of interest to the Procedure” under sub heading “Allotment in the first account of the applicants. Alternatively, the interest warrant instance” on page 16 of this Abridged Prospectus and on will be dispatched along with the Letter(s) of Allotment at page 278 of the Prospectus. the sole risk of the applicant, to the sole/first applicant. Under subscription Interest on application monies received which are liable For details, please refer to the chapter titled “Issue Procedure” to be refunded under sub heading “Under subscription” on page 16 of this Our Company shall pay interest on application money which Abridged Prospectus and on page 279 of the Prospectus. is liable to be refunded to the applicants in accordance Over Subscription with the provisions of the SEBI Debt Regulations and/ For details, please refer to the chapter titled “Issue or the Companies Act, or other applicable statutory and/ Procedure” under sub heading “Allotment in case of over or regulatory requirements, subject to deduction of income subscription” on page 16 of this Abridged Prospectus and tax under the provisions of the Income Tax Act, 1961, as on page 279 of the Prospectus. amended, as applicable, from the date of realization of Proportionate allotment the cheque(s)/demand draft(s) upto one day prior to the For details, please refer to the chapter titled “Issue Deemed Date of Allotment, at the rate of 4% per annum. Procedure” under sub heading “Proportionate allotment” Such interest shall be paid along with the monies liable to on page 16 of this Abridged Prospectus and on page 279 be refunded. Interest warrant will be dispatched / credited of the Prospectus. (in case of electronic payment) along with the Letter(s) of Allotment in case of multiple applications Refund at the sole risk of the applicant, to the sole/first For details, please refer to the chapter titled “Issue Procedure” applicant. However no interest is to be paid on application under sub heading “Additional / Multiple Applications” on monies to the ASBA Applicants. page no. 13 of the Abridged Prospectus and on page no. In the event our Company does not receive a minimum 274 of the Prospectus. subscription of 75 % of the Base Issue, i.e. ` 1,875.00 million Refund Orders on the date of closure of the Issue, the entire subscription For details, please refer to the chapter titled “Issue shall be refunded to the applicants within Twelve (12) Procedure” under sub heading “Allotment Advice/Refund Working Days from the date of closure of the Issue. If there Orders” on page 15 of this Abridged Prospectus and on page is delay in the refund of subscription by more than 8 days 277 of the Prospectus. after our Company becomes liable to pay the subscription Payment of Interest amount, our Company will pay interest for the delayed For details, please refer to the chapter titled “Issue Structure” period, at rates prescribed under sub-sections (2) and (2A) under sub heading “Payment of Interest” on page 250 of of Section 73 of the Companies Act. the Prospectus. Provided that, notwithstanding anything contained Interest hereinabove, our Company shall not be liable to pay any Interest on Application Money interest on monies liable to be refunded in case of (a) Interest on application monies received which are used invalid applications or applications liable to be rejected, and/ towards allotment of NCDs or (b) applications which are withdrawn by the applicant. Our Company shall pay interest on application money on the Please refer to “Rejection of Application” at page 276 of amount allotted, subject to deduction of income tax under the Prospectus and page no.14 of this Abridged Prospectus. the provisions of the Income Tax Act, 1961, as amended, Payment of Interest to NCD Holders as applicable, to any Applicant to whom NCDs are allotted Payment of Interest will be made to those NCD holders pursuant to the Issue from the date of realization of the whose names appear in the register of Debenture Holders (or cheque(s)/demand draft(s) whichever is later upto one day to first holder in case of joint-holders) as on record date. prior to the Deemed Date of Allotment, at the rate of 4% We may enter into an arrangement with one or more banks in per annum. However no interest is to be paid on application one or more cities for direct credit of interest to the account amount to the ASBA Applicants. of the investors. In such cases, interest, on the interest Our Company has a right to withdraw the Issue at anytime payment date, would be directly credited to the account of 2 (two) days prior to Issue Closing Date for receiving those investors who have given their bank mandate. subscription in the Issue. Our Company shall in the event of We may offer the facility of NECS, NEFT, RTGS, Direct such withdrawal, subject to receipt of a minimum subscription Credit and any other method permitted by RBI and SEBI from of 75% of the Base Issue, i.e. ` 1,875.00 million, allot time to time to help NCD holders. The terms of this facility NCDs to all applicants who have applied for NCDs upto one (including towns where this facility would be available) day prior to the date by which Company gives notice for would be as prescribed by RBI. Refer to the paragraph on withdrawal of Issue. Further our Company shall pay interest “Manner of Payment of Interest/Refund/Redemption”. on application money on the amount allotted, subject to Tax exemption certificate/document, if any, must be lodged deduction of income tax under the provisions of the Income at the office of the Registrar at least 7(seven) days prior to Tax Act, 1961, as amended, as applicable, to any applicants to the record date or as specifically required, failing which tax whom NCDs are allotted pursuant to the Issue from the date applicable on interest will be deducted at source on accrual of realization of the cheque(s)/demand draft(s) or 3 (three) thereof in our Company’s books and/or on payment thereof, days from the date of receipt of the application (being the in accordance with the provisions of the IT Act and/or any date of presentation of each application as acknowledged by other statutory modification, enactment or notification as the Bankers to the Issue) whichever is later upto one day the case may be. INDIA INFOLINE FINANCE LIMITED 19 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” A tax deduction certificate will be issued for the amount or intimate our Company and the Registrars to the Issue of tax so deducted. at least 7 (seven) days before the record date. Charges, if Maturity and Redemption any, levied by the NCD Holders/ Applicants’ bank receiving The NCDs issued pursuant to the Prospectus have a fixed the credit would be borne by the NCD Holders/ Applicant. maturity date. The date of maturity for NCDs subscribed In the event the same is not provided, interest payment / under all the options is 72 months, respectively, from the refund / redemption shall be made through NECS subject to Deemed Date of Allotment. availability of complete bank account details for the same Terms of Payment as stated above. The face value of ` 1,000 per NCD is payable on application 4. NEFT itself. In case of allotment of lesser number of NCDs than Payment of interest / refund / redemption shall be undertaken the number of NCDs applied for, our Company shall refund/ through NEFT wherever the NCD Holders/ Applicants’ bank unblock the excess amount paid on application to the has been assigned the Indian Financial System Code (“IFSC”), applicant in accordance with the terms of the Prospectus. For which can be linked to a Magnetic Ink Character Recognition further details please refer to the paragraph on “Interest on (“MICR”), if any, available to that particular bank branch. Application Money” beginning on page 256 of the Prospectus. IFSC Code will be obtained from the website of RBI as on Record Date a date immediately prior to the date of payment of refund, The record date for payment of interest in connection with duly mapped with MICR numbers. Wherever the NCD the NCDs or repayment of principal in connection therewith Holders/ Applicants have registered their nine digit MICR shall be 3 (three) working days prior to the date on which number and their bank account number while opening and interest is due and payable, or the date of redemption or as operating the de-mat account, the same will be duly mapped prescribed by the relevant stock exchange(s). with the IFSC Code of that particular bank branch and the Manner of Refund (except ASBA Application)/Payment of payment of interest/refund/redemption will be made to the Interest NCD Holders/ Applicants through this method. The manner of payment of interest / refund in connection 5. Registered Post/Speed Post with the NCDs is set out below: For all other NCD Holders/ Applicants, including those who For NCDs applied / held in Demat form: have not updated their bank particulars with the MICR code The bank details will be obtained from the Depositories for or those Applicants who have been alloted Option I NCDs and payment of Interest / refund (except ASBA Applications)/ if the interest payment through NECS to such Applicants is redemption as the case may be. Applicants who have applied unsuccessful and their payment option is changed to Option for or are holding the NCDs in Demat form, are advised to II, the interest payment / refund / redemption orders shall immediately update their bank account details as appearing be dispatched under registered post for value up to `1,500 on the records of the depository participant. Please note that and through Speed Post/ Registered Post for refund orders failure to do so may result in delays in credit of refunds /interest payment/redemption orders of ` 1,500 and above. to the applicant at the applicant’s sole risk, and the Lead Please note that NCD Holders/ Applicants are eligible to Managers, Co-Lead Managers, our Company nor the Registrar receive payments through the modes detailed in (1), (2) to the Issue shall have any responsibility and undertake any (3), and (4) herein above provided they provide necessary liability for the same. information for the above modes and where such payment For NCDs held in physical form: facilities are allowed / available. The bank details will be obtained from the Registrar to the Please note that our Company shall not be responsible to the Issue for payment of interest / refund / redemption as the holder of NCD, for any delay in receiving credit of interest case may be. / refund / redemption so long as our Company has initiated The mode of interest/ refund/ redemption payments shall be the process of such request in time. undertaken in the following order of preference: Printing of Bank Particulars on Interest Warrants: As a 1. Direct Credit: Investors having their bank account with matter of precaution against possible fraudulent encashment the Refund Banks, shall be eligible to receive refunds, if of refund orders and interest/redemption warrants due to any, through direct credit. The refund amount, if any, would loss or misplacement, the particulars of the NCD Holders/ be credited directly to their bank account with the Refund Applicants’ bank account are mandatorily required to be Banker. given for printing on the refund orders/ warrants. In relation 2. NECS: Payment of interest/ refund/ redemption shall be to NCDs applied and held in dematerialized form, these undertaken through NECS for NCD Holders/Applicants having particulars would be taken directly from the depositories. an account at the centers mentioned in NECS MICR list. In case of NCDs held in physical form either on account This mode of payment of refunds would be subject to of rematerialisation or transfer, the investors are advised availability of complete bank account details including the to submit their bank account details with our Company/ Magnetic Ink Character Recognition (MICR) code, Indian Registrar at least 7 (seven) days prior to the record date Financial System Code (IFSC) code, bank account number, failing which the refund orders/ warrants will be dispatched bank name and branch name as appearing on a cheque leaf, to the postal address of the holder of the NCD as available from the Depositories. One of the methods for payment of in the records of our Company. interest / refund / redemption is through NECS for NCD Bank account particulars will be printed on the refund Holders/ Applicants having a bank account at any of the orders/ warrants which can then be deposited only in the abovementioned centers. account specified. 3. RTGS: NCD Holders/ Applicants having a bank account Effect of holidays on payments: If the date of interest with a participating bank and whose interest payment/ payment falls on a Saturday, Sunday or a public holiday refund/ redemption amount exceeds ` 0.2 million, or such in Mumbai notified in terms of the Negotiable Instruments amount as may be fixed by RBI from time to time, have the Act, 1881, then interest would be paid on the next working option to receive refund through RTGS. Such eligible NCD day. Payment of interest would be subject to the deduction Holders/ Applicants who indicate their preference to receive as prescribed in the IT Act or any statutory modification or interest payment / refund / redemption through RTGS are re-enactment thereof for the time being in force. required to provide the IFSC code in the Application Form Transfer/Transmission of NCD(s):The NCDs shall be

20 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” transferred or transmitted freely in accordance with the deduction of tax at source as per the provisions of Section applicable provisions of the Act. The provisions relating 197(1) of the I.T. Act; and that certificate is filed with the to transfer and transmission and other related matters in Company BEFORE THE PRESCRIBED DATE OF CLOSURE respect of our shares contained in the Articles and the Act OF BOOKS FOR PAYMENT OF DEBENTURE INTEREST. shall apply, mutatis mutandis (to the extent applicable to (c) When the resident Debenture Holder with PAN (not being debentures) to the NCD(s) as well. In respect of the NCDs a company or a firm or a senior citizen) submits a declaration held in physical form, a suitable instrument of transfer as in the prescribed Form 15G verified in the prescribed manner may be prescribed by us may be used for the same. The NCDs to the effect that the tax on his estimated total income of held in dematerialised form shall be transferred subject to the previous year in which such income is to be included in and in accordance with the rules/procedures as prescribed by computing his total income will be nil as per the provisions NSDL/CDSL and the relevant DP of the transfer or transferee of section 197A (1A) of the I.T. Act. However, under section and any other applicable laws and rules notified in respect 197A (1B) of the I.T. Act, Form 15G cannot be submitted thereof. The transferee(s) should ensure that the transfer nor considered for exemption from deduction from tax at formalities are completed prior to the record date. In the source if the aggregate of income of the nature referred to absence of the same, interest will be paid/redemption will be in the said section, viz. dividend, interest, etc. as prescribed made to the person, whose name appears in the register of therein, credited or paid or likely to be credited or paid during debenture holders maintained by the Depositories/ Company, the Previous year in which such income is to be included as the case may be. In such cases, claims, if any, by the exceeds the maximum amount which is not chargeable to transferees would need to be settled with the transferor(s) tax, as may be prescribed in each year’s Finance Act. To and not with us or Registrar. illustrate, as on April 1, 2012, the maximum amount of For NCDs held in Demat form: The normal procedure followed income not chargeable to tax in case of individuals (other for transfer of securities held in dematerialised form shall be than senior citizens and super senior citizens) and HUFs is followed for transfer of the NCDs held in Demat form. The `200,000; in case of resident senior citizens (who are 60 seller should give delivery instructions containing details of or more years of age but less than 80 years of age at any the buyer’s DP account to his depository participant. time during the financial year) is `250,000 and in case of In case the transferee does not have a DP account, the resident super senior citizens (who are 80 or more years of seller can re-materialise the NCDs and thereby convert his age at any time during the financial year) is `500,000 for dematerialised holding into physical holding. Thereafter the Previous Year 2012-13. Senior citizens who are 65 years NCDs can be transferred in the manner as stated above. or more of age at any time during the financial year, enjoy In case the buyer of the NCDs in physical form wants to the special privilege to submit a self-declaration in the hold the NCDs in dematerialised form, he can choose to prescribed Form 15H for non deduction of tax at source in dematerialise the securities through his DP. accordance with the provisions of section 197A (1C) of the Restriction on transfer of NCDs: There are no restrictions I.T. Act even if the aggregate income credited or paid or on transfers and transmission of NCDs and on their likely to be credited or paid exceeds the maximum amount consolidation/ splitting except as may be required under not chargeable to tax i.e. `250,000 for FY 2012-13 provided RBI requirements and as provided in our Articles of that the tax due on total income of the person is NIL. In Association. Please refer to the chapter titled “Summary of all other situations, tax would be deducted at source as per Main Provisions of the Articles of Association” beginning prevailing provisions of the I.T. Act; Form No.15G WITH on page 315 of this Prospectus. PAN / 15H WITH PAN / Certificate issued u/s 197(1) has Tax Benefit to the Debenture Holder: Under the current tax to be filed with the Company before the prescribed date of laws, the following tax benefits interalia, will be available to closure of books for payment of debenture interest. the Debenture Holders as mentioned below. The tax benefits (d) On any securities issued by a company in a dematerialized are given as per the prevailing tax laws and may vary from form and is listed on recognized stock exchange in India. time to time in accordance with amendments to the law or (w.e.f. June 1,2008). enactments thereto. The Debenture Holder is advised to 2. Under section 2 (29A) of the I.T. Act, read with section consider in his own case the tax implications in respect 2 (42A) of the I.T. Act, a listed debenture is treated as a of subscription to and redemption of the Debentures after long term capital asset if the same is held for more than consulting his tax advisor as alternate views are possible. 12 months immediately preceding the date of its transfer. We are not liable to the Debenture Holder in any manner Under section 112 of the I.T. Act, capital gains arising on the for placing reliance upon the contents of this statement of transfer of long term capital assets being listed securities are subject to tax at the rate of 10% of capital gains calculated tax benefits. without indexation of the cost of acquisition. The capital To the Debenture Holder gains will be computed by deducting expenditure incurred A. INCOME-TAX in connection with such transfer and cost of acquisition of I. To the Resident Debenture Holder the debenture from the sale consideration. 1. Interest on NCD received by Debenture Holders would be In case of an individual or HUF, being a resident, where subject to tax at the normal rates of tax in accordance with the total income as reduced by the long term capital gains and subject to the provisions of the I.T. Act. No income is below the maximum amount not chargeable to tax, then tax is deductible at source as per the provisions of section the long term capital gains shall be reduced by the amount 193 of the I.T Act on interest on debentures in respect of by which the total income as so reduced falls short of the the following: maximum amount which is not chargeable to income-tax and (a) In case the payment of interest on debentures to resident the tax on the balance of such long-term capital gains shall individual or HUF Debenture Holder by a company in which be computed at the rate mentioned above. the public are substantially interested in the aggregate In addition to the aforesaid tax, a surcharge of 5% of such during the financial year does not exceed `5000 provided tax liability, in the case of firms and domestic companies the interest is paid by an account payee cheque; where the income exceeds `10,000,000 is also payable. A (b) When the Assessing Officer issues a certificate on an 2% education cess and 1% secondary and higher education application by a Debenture Holder on satisfaction that the cess on the total income tax (including surcharge) is payable total income of the Debenture Holder justifies no/lower by all categories of taxpayers.

INDIA INFOLINE FINANCE LIMITED 21 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

3. Short-term capital gains on the transfer of listed and shall rank subordinate to the claims of other creditors debentures, where debentures are held for a period of not of the Company. The claims of the NCD holders shall be more than 12 months would be taxed at the normal rates subordinate to the claims of any secured creditors, subject of tax in accordance with and subject to the provisions of to applicable statutory and/or regulatory requirements. the I.T. Act. The provisions related to maximum amount not Debenture Redemption Reserve chargeable to tax, surcharge and education cess described Section 117C of the Act states that any company that intends at para 2 above would also apply to such short-term capital to issue debentures must create a DRR to which adequate gains. amounts shall be credited out of the profits of our Company 4. In case the debentures are held as stock in trade, the income until the redemption of the debentures. The Ministry of on transfer of debentures would be taxed as business income Corporate Affairs has, through its circular dated April 18, or loss in accordance with and subject to the provisions of 2002, (“Circular”), specified that the quantum of DRR to the I.T. Act. be created before the redemption liability actually arises in 5. HOWEVER IN CASE WHERE TAX HAS TO BE normal circumstances should be ‘adequate’ to pay the value DEDUCTED AT SOURCE WHILE PAYING DEBENTURE of the debentures plus accrued interest/ Redemption amount, INTEREST, THE COMPANY IS NOT REQUIRED TO (if not already paid), till the debentures are redeemed and DEDUCT SURCHARGE, EDUCATION CESS AND cancelled. The Circular however further specifies that, for SECONDARY AND HIGHER EDUCATION CESS. NBFCs like our Company, (NBFCs which are registered with IV. To the Other Eligible Institutions the RBI under Section 45-IA of the RBI Act), the adequacy All mutual funds registered under Securities and Exchange of the DRR will be 50% of the value of debentures issued Board of India or set up by public sector banks or public through the public issue. Accordingly our Company is financial institutions or authorised by the Reserve Bank of required to create a DRR of 50% of the value of debentures India be exempt from tax on all their income, including issued through the public issue. As further clarified by the income from investment in Debentures under the provisions of Circular, the amount to be credited as DRR will be carved Section 10(23D) of the I.T. Act subject to and in accordance out of the profits of our Company only if there is profit for with the provisions contained therein. the particular year and there is no obligation on the part B. WEALTH TAX of our Company to create DRR if there is no profit for the Wealth-tax is not levied on investment in debentures under particular year. Our Company shall credit adequate amounts section 2(ea) of the Wealth-tax Act, 1957. to DRR, from its profits every year until such NCDs are C. GIFT TAX redeemed. The amounts credited to DRR shall not be utilized Gift-tax is not levied on gift of debentures in the by our Company except for the redemption of the NCDs. hands of the donor as well as the donee because the OTHER INSTRUCTIONS provisions of the Gift-tax Act, 1958 have ceased to apply Nomination facility to NCD holder in respect of gifts made on or after October 1, 1998. In accordance with Section 109A of the Act, the sole NCD HOWEVER, IF ANY INDIVIDUAL OR HUF, RECEIVES holder or first NCD holder, along with other joint NCD THESE DEBENTURES OF THE AGGREGATE VALUE holders (being individual(s)) may nominate any one person OVER ` 50,000 FROM ANY PERSON OR PERSONS (being an individual) who, in the event of death of the sole WITHOUT CONSIDERATION OR RECEIVES THESE holder or all the joint-holders, as the case may be, shall DEBENTURES FOR A CONSIDERATION WHICH IS become entitled to the NCD. A person, being a nominee, LESS THAN AGGREGATE FAIR MARKET VALUE OF becoming entitled to the NCD by reason of the death of the THE DEBENTURES BY AN AMOUNT EXCEEDING FIFTY NCD holder(s), shall be entitled to the same rights to which THOUSAND RUPEES, THERE WILL BE LIABILITY TO he would be entitled if he were the registered holder of the INCOME TAX TO THE EXTENT PROVIDED IN SECTION NCD. Where the nominee is a minor, the NCD holder(s) may 56(2) (VII) OF THE INCOME TAX ACT 1961 TO SUCH make a nomination to appoint, in the prescribed manner, any RECEIVER. HOWEVER, THE DEBENTURES RECEIVED person to become entitled to the NCD(s), in the event of his AS GIFTS FROM ANY RELATIVE AS DEFINED IN death, during the minority. A nomination shall stand rescinded SECTION 56 (2) (VII) OF THE INCOME TAX ACT upon sale of a NCD by the person nominating. A buyer WILL NOT ATTRACT INCOME TAX LIABILITY IN THE will be entitled to make a fresh nomination in the manner HANDS OF THE RECEIVER. prescribed. When the NCD is held by two or more persons, For further details, please refer to the chapter titled the nominee shall become entitled to receive the amount only “Statement of Tax Benefits” on page no. 45 of the Prospectus. on the demise of all the holders. Fresh nominations can be ANY OTHER INFORMATION made only in the prescribed form available on request at Minimum Subscription our Registered/ Corporate Office or at such other addresses If our Company does not receive the minimum subscription as may be notified by us. of 75% of the Base Issue, i.e. ` 1875.00 million, prior NCD holder(s) are advised to provide the specimen signature to closure of the issue, the entire subscription shall be of the nominee to us to expedite the transmission of the refunded to the Applicants within twelve (12) working days NCD(s) to the nominee in the event of demise of the NCD from the date of closure of the Issue. If there is delay in holder(s). The signature can be provided in the Application the refund of subscription by more than 8 days after our Form or subsequently at the time of making fresh nominations. Company becomes liable to refund the subscription amount, This facility of providing the specimen signature of the our Company will pay interest for the delayed period, at nominee is purely optional. rates prescribed under sub-sections (2) and (2A) of Section In accordance with Section 109B of the Act, any person who 73 of the Companies Act. becomes a nominee by virtue of the provisions of Section Jurisdiction 109A of the Act, shall upon the production of such evidence Exclusive jurisdiction for the purpose of the Issue is with as may be required by the Board, elect either: the competent courts of jurisdiction in Mumbai, India. to register himself or herself as the holder of the NCDs; or Ranking of NCDs to make such transfer of the NCDs, as the deceased holder The NCDs would constitute direct obligations of our Company could have made.

22 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Further, the Board may at any time give notice requiring any in accordance with the Debt Regulations. Our Company shall nominee to choose either to be registered himself or herself redeem the debt securities of all the debt securities holders, or to transfer the NCDs, and if the notice is not complied who have not given their positive consent to the roll-over. with, within a period of 90 days, the Board may thereafter 7. The aforementioned rights of the NCD holders are merely withhold payment of all interests or redemption premiums indicative. The final rights of the NCD holders will be as per or other monies payable in respect of the NCDs, until the the terms of the Prospectus and the Debenture Trust Deed to requirements of the notice have been complied with. be executed between our Company and the Debenture Trustee. For nominations made in dematerialised mode, there is no Impersonation: As a matter of abundant precaution, attention need to make a separate nomination with our Company. of the Investors is specifically drawn to the provisions Nominations registered with the respective Depository of sub-section (1) of section 68A of the Act, relating to Participant of the applicant would prevail. If the investors punishment for fictitious applications. require changing their nomination, they are requested to Listing: An application has been made to NSE and BSE for inform their respective Depository Participant. permission to deal in and for an official quotation of our Rights of NCD holders: Some of the significant rights NCDs. NSE has been appointed as the Designated Stock available to the NCD holders are as follows: Exchange. 1. The NCDs shall not, except as provided in the Act, confer If permissions to deal in and for an official quotation of our upon the holders thereof any rights or privileges available NCDs are not granted by NSE and/ or BSE, our Company to our members including the right to receive notices or will forthwith repay, without interest, all moneys received annual reports of, or to attend and/or vote, at our general from the applicants in pursuance of the Prospectus. meeting. However, if any resolution affecting the rights Our Company shall ensure that all steps for the completion attached to the NCDs is to be placed before the members, of the necessary formalities for listing and commencement the said resolution will first be placed before the concerned of trading at all the Stock Exchanges mentioned above are registered NCD holders for their consideration. In terms of taken within 12 working days from the date of allotment. Section 219(2) of the Act, holders of NCDs shall be entitled For the avoidance of doubt, it is hereby clarified that in the to a copy of the balance sheet and copy of trust deed on a event of non subscription to any one or more of the Options, specific request made to us. such NCDs with Option(s) shall not be listed. 2. Subject to applicable statutory/regulatory requirements, Trustees for the NCD holders: We have appointed IDBI including requirements of the RBI, the rights, privileges and Trusteeship Services Limited to act as the Debenture Trustees conditions attached to the NCDs may be varied, modified for the NCD holders. We and the Debenture Trustee will and/or abrogated with the consent in writing of the holders execute a Debenture Trust Deed, inter alia, specifying the of at least three-fourths of the outstanding amount of the powers, authorities and obligations of the Debenture Trustee NCDs or with the sanction of a special resolution passed and us. The NCD holder(s) shall, without further act or at a meeting of the concerned NCD holders, provided that deed, be deemed to have irrevocably given their consent nothing in such consent or resolution shall be operative to the Debenture Trustee or any of its agents or authorised against us, where such consent or resolution modifies or officials to do all such acts, deeds, matters and things in varies the terms and conditions governing the NCDs, if the respect of or relating to the NCDs as the Debenture Trustee same are not acceptable to us. may in its absolute discretion deem necessary or require to 3. The registered NCD holder or in case of joint-holders, be done in the interest of the NCD holder(s). Any payment the one whose name stands first in the register of debenture made by us to the Debenture Trustee on behalf of the NCD holders shall be entitled to vote in respect of such NCDs, holder(s) shall discharge us pro tanto to the NCD holder(s). either in person or by proxy, at any meeting of the concerned Event of Default: The Debenture Trustee will protect the NCD holders and every such holder shall be entitled to one interest of the NCD holders in the event of default by us vote on a show of hands and on a poll, his/her voting rights in regard to timely payment of interest and repayment of on every resolution placed before such meeting of the NCD principal and they will take necessary action at our cost. holders shall be in proportion to the outstanding nominal Pre-Issue Advertisement: Our Company will issue a statutory value of NCDs held by him/her. advertisement on or before the Issue Opening Date. This 4. The NCDs are subject to the provisions of the Debt advertisement will contain the information as prescribed Regulations, the Act, the Memorandum and Articles of under Debt Regulations. Material updates, if any, between Association of our Company, the terms of the Prospectus, the date of filing of the Prospectus with ROC and the date Prospectus, the Application Forms, the terms and conditions of release of this statutory advertisement will be included of the Debenture Trust Deed, requirements of the RBI, other in the statutory advertisement. applicable statutory and/or regulatory requirements relating to For details on “Utilization of application money till the issue and listing, of securities and any other documents allotment”, please refer to page 6 of this Abridged Prospectus that may be executed in connection with the NCDs. and page no. 44 of the Prospectus. 5. A register of NCD holders will be maintained in accordance DETAILS PERTAINING TO THE COMPANY with Section 152 of the Act and all interest/ redemption premiums and principal sums becoming due and payable in General Information and Background respect of the NCDs will be paid to the registered holder India Infoline Finance Limited: Our Company (CIN No: thereof for the time being or in the case of joint-holders, to U67120MH2004PLC147365) was incorporated on July 7, the person whose name stands first in the Register of NCD 2004 as a private limited company “India Infoline Investment holders as on the record date. Further as the NCDs issued Services Private Limited” under the provisions of the Act. are also being issued in Demat form, the Depositories shall The Status of our company was changed pursuant to a also maintain the updated register of holders of the NCDs resolution of our shareholders to a public limited company on in Demat Form. May 15, 2007 and our name was changed to “India Infoline 6. Subject to compliance with RBI requirements, NCDs Investment Services Limited” pursuant to Fresh Certificate can be rolled over only with the consent of the holders of of Incorporation dated July 10, 2007 issued by the Registrar at least 75% of the outstanding amount of the NCDs after of Companies, Maharashtra, Mumbai. Further the name providing at least 21 days prior notice for such roll over and of the Company was changed to “India Infoline Finance

INDIA INFOLINE FINANCE LIMITED 23 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Limited” pursuant to Fresh Certificate of Incorporation dated Company Secretary and Compliance Offi cer: Mr. Dilip Vaidya November 18, 2011 issued by the Registrar of Companies, IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Maharashtra, Mumbai. Mumbai – 400 013, Maharashtra, India NBFC Registration : Our Company holds a certificate of E-mail: [email protected]; registration dated May 12, 2005 bearing registration no. Tel.: +91 22 4249 9184; Fax: +91 22 2495 4313 B-13.01792 issued by the RBI to carry on the activities of Registrar of Companies, Maharashtra, Mumbai a NBFC under section 45 IA of the RBI Act. 100, Everest House, Marine Lines, Mumbai 400 002. Registered Office: IIFL House, Sun Infotech Park, Maharashtra, India Road No. 16V, Plot No. B-23, Thane Industrial Area, For further details, please refer to chapter titled “General Wagle Estate, Thane – 400 604; Maharashtra, India Information” on page 1 of the Prospectus and to the chapter Tel.: +91 22 2580 6650; Fax: +91 22 2580 6654 titled “History and Certain Other Corporate Matters” on Website: www.iifl fi nance.com page 79 of the Prospectus. Corporate Offi ce: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India Tel.: +91 22 4249 9000; Fax: +91 22 2495 4313 CAPITAL STRUCTURE Details of share capital Authoised Share Capital of the Company is ` 3,200,000,000 comprising of 300,000,000 equity shares of ` 10 each, 1,999,600 equity shares of `100 each, 150 Preference Shares of ` 100 each and 250 11% Non- cumulative redeemable preference shares of ` 100 each. The Issued, Subscribed and Paid-up share capital is ` 2,371,540,300 comprising of 237,154,030 Equity Shares of ` 10 each Equity Share Capital History of our Company: Date of No. of Face Issue Consideration Nature of Allotment Cumulative Cumulative Cumulative Allotment Equity Value Price (Cash, other No. of Equity Share Equity Share Shares (in (in `) than cash Equity Capital Premium `) etc.) Shares (in `) (in `) July 7, 2004 10,000 10 10 Cash Initial subscription to 10,000 100,000 - MoA July 21, 2004 1,990,000 10 11 Cash Preferential allotment 2,000,000 20,000,000 1,990,000 to India Infoline Limited August 3, 3,000,000 10 100 Cash Issue of Equity 5,000,000 50,000,000 271,990,000 2005 Shares on a Rights basis to India Infoline Limited March 26, 7,000,000 10 150 Cash Issue of Equity 12,000,000 120,000,000 1,251,990,000 2007 Shares on a Rights basis to India Infoline Limited September 26, 465,075 10 200 Other than Preferential Allotment 12,465,075 124,650,750 1,340,354,250 2007 Cash made to India Infoline Limited1 November 21, 1,184,925 10 283 Cash Preferential Allotment 13,650,000 136,500,000 1,663,838,775 2007 made to India Infoline Limited November 29, 3,962,903 10 767.83 Cash Preferential Allotment 17,612,903 176,129,030 4,667,045,555 2007 to Orient Global Tamarind Fund Pte Limited January 18, 173,650 10 1,151.74 Cash Preferential Allotment 17,786,553 177,865,530 4,865,308,706 2008 to Bennet Coleman and Co. Limited February 6, 5,928,850 10 1014 Cash Right Issue2 23,715,403 237,154,030 10,808,374,1063 2008 September 24, 213,438,627 10 10 Other than Bonus Issue4 237,154,030 2,371,540,300 8,657,487,8365 2010 cash Notes: 1. Preferential allotment of 465,075 Equity Shares of our Company to India Infoline Limited against a consideration of transfer of 65,000 equity shares of Moneyline Credit Limited and 1,400,100 equity shares of India Infoline Distribution Company Limited to our Company. 2. Issue of Equity Shares on a rights basis to (i) India Infoline Limited - 4,550,000 (ii) Orient Global Tamarind Fund Pte Limited – 1,320,967 (iii) Bennet Coleman and Co. Limited – 57,883 - Total 5,928,850 3. After reduction of Securities Premium Account on account of adjustment of share issue expenses (stamp duty)

24 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” 4. The Board recommended that a sum of ` 2,134,386,270 be capitalised out of the Securities Premium Account and issued as 213,438,627 equity shares of ` 10 each credited as fully paid bonus shares to the holders of the existing Equity Shares of our Company as on date in proportion of nine equity shares of ` 10 each for every one existing equity share of ` 10 each held and that such new Equity Shares shall rank pari passu with the existing issued Equity Shares. 5. Pursuant to reduction of Securities Premium Account on account of issue of Bonus Equity Shares and adjustment of share issue expenses Shareholding pattern of our Company as on August 17, 2012: Sr. Name of the Shareholder Total number of Number of shares held Total shareholding as a Shares pledged No. Equity Shares in dematerialized form % of total number of or otherwise Equity Shares encumbered 1 India Infoline Limited 234,457,549 234,457,549 98.87 Nil 2 Mr. Nirmal B. Jain* 4,950 Nil 0.00 Nil 3 Mr. R. Venkataraman* 5,000 Nil 0.00 Nil 4 Mr. Narendra Jain* 10 Nil 0.00 Nil 5 Mr. Amit Mehendale* 10 Nil 0.00 Nil 6 Mr. Biren Patel* 10 Nil 0.00 Nil 7 Mr. R. Mohan* 10 Nil 0.00 Nil 8 Mr. Mukesh Kumar Singh* 10 Nil 0.00 Nil 9 Bennet Colemen & 2686481 2686481 1.13 Nil Company Limited Total 237,154,030 237,144,030 100.00 Nil *Nominee of India Infoline Limited For further details, please refer to the chapter titled “Capital Structure” on page no. 23 of the Prospectus.

MANAGEMENT V K Chopra Independent Appointed as Ad- 02103940 The Articles of Association of our Company require us to have not less Director ditional Director than 3 and not more than 12 Directors. As on the date of the Prospectus, on June 27, 2012 we have seven (7) Directors which include one (1) Whole-time Director, Mahesh Na- Independent Appointed as an 00066015 two (3) Non-Executive Director and three (3) Independent Directors. The rayan Singh Director Additional Direc- Chairman of the Board of Directors is a non-executive director. tor on September Board of Directors: The general superintendence, direction and management 25, 2009 and was of our affairs and business are vested in the Board of Directors. We confi rmed as a have not appointed any “manager” within the meaning thereof under Director on July the provisions of the Act. Currently, we have seven (7) Directors on the 30, 2010 Board of Directors. Sunil Kaul Independent Appointed as an 05102910 Details relating to Directors Director Additional Direc- Name of Direc- Designation Date of Appoint- DIN tor on August 9, tor ment 2012 Nirmal Jain Non-Executive Appointed as 00010535 Profi le of Directors Director Director since Mr. Nirmal Jain, aged 45 years, is a non-executive Director of our Incorporation i.e. Company and is one of the original Directors of our Company. He holds July 7, 2004 a Bachelors Degree in Commerce from University of Mumbai. He is a R. Venkatara- Non-Executive Appointed as 00011919 fellow member of the Institute of Chartered Accountants of India (held the man Director Director since 2nd rank) and also a cost accountant. He holds a Post Graduate Diploma Incorporation i.e. in Management from Indian Institute of Management, Ahmedabad. He July 7, 2004 started his career in 1989 with Hindustan Lever Limited, the Indian arm Pratima Ram Wholetime Appointed as 03518633 of Unilever, where he handled a variety of responsibilities, including export Director & Chief a Whole Time and trading in agro-commodities. In 1995 he founded Probity Research Executive Of- Director on May and Services Private Limited (later re-christened India Infoline) Mr. Jain fi cer 7, 2011 and subsequently launched www.indiainfoline.com in 1999. He is currently confi rmed at the the Chairman of India Infoline Limited, our Promoter. Annual General Mr. R. Venkataraman, aged 45 years, is a non-executive Director of our Meeting on June Company and is one of the original Directors of our Company. He is a 27, 2011 and B.Tech in electronics and electrical communications engineering from Indian re appointed on Institute of Technology, Kharagpur and holds a Post Graduate Diploma May 7, 2012 in Management from Indian Institute of Management, Bangalore. He has Nilesh Vika- Independent Appointed as Ad- 00031213 more than 20 years in the fi nancial services sector. He is the Co-Promoter msey Director ditional Director and an Executive Director of our Promoter. India Infoline Limited. Prior on March 29, to joining the India Infoline Board in July 1999, he held senior managerial 2007 and was positions in ICICI Limited, ICICI Securities Limited, BZW and Taib confi rmed as Capital Corporation Limited. He was also the Assistant Vice President Director on Sep- with G E Capital Services India Limited in their private equity division. tember 10, 2007 Ms. Pratima Ram, aged 61 years, is a Whole Time Director of our Company. She joined the Board of our Company in May 2011. She holds a Masters Degree in Arts from University of Virginia. She is a career

INDIA INFOLINE FINANCE LIMITED 25 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” banker and has more than 35 years in the fi nancial services sector and for the purpose of the business of our Company, which together with the has extensive experience in Corporate and International Banking. Prior monies already borrowed by our Company (apart from temporary loans to joining our Company, she held various senior management positions obtained from our Company’s bankers in the ordinary course of business), in State Bank of India including those of country head of State Bank of may exceed at any time, the aggregate of the paid-up capital of our India’s United States Operations based in New York. She has worked Company and its free reserves (that is to say, reserves, not set apart for as CEO of South Africa Operations of SBI, based in Johannesburg. She any specifi c purposes) by a sum not exceeding ` 120,000 million (Rupees has also headed Mergers & Acquisitions at SBI Capital Markets and has One hundred and twenty thousand million). worked with Punj Lloyd as Group President, Finance. Changes in the Directors of our Company during the last three years: Mr. Nilesh Vikamsey, aged 48 years, is an Independent Director of our The Changes in the Board of Directors of our Company in the three years Company. He joined the Board of our Company in March 2007. He holds preceding the date of the Prospectus are as follows: a Bachelor’s Degree in commerce from University of Mumbai. He is a Name of Director Date of Change Reason practicing Chartered Accountant for 25 years and is a Senior Partner at Mr. Arun Kumar Purwar July 17, 2009 Appointment Khimji Kunverji & Co., Chartered Accountants, a member fi rm of HLB Mr. Mahesh Narayan Singh September 25, 2009 Appointment International. He is an elected member of the Central Council, the Apex Mr. Mukesh Kumar Singh June 28, 2010 Resignation decision making body of Institute of Chartered Accountant of India Mr. Apul Nayyar October 23, 2010 Resignation (“ICAI”). He is also the Chairman of the Research Committee, Vice Mr. Kapil Krishan October 23, 2010 Appointment Chairman of the Corporate Laws & Corporate Governance Committee and Ms. Pratima Ram May 7, 2011 Appointment member of various other committees at ICAI. He is Representative of the ICAI on the Committee for Improvement in Transparency, Accountability Mr. Kapil Krishnan July 1, 2011 Resignation and Governance (ITAG) of South Asian Federation of Accountants (SAFA) Mr. Arun Kumar Purwar June 26, 2012 Resignation & also on Committee constituted by Ministry of Corporate Affairs (MCA) Mr. V K Chopra June 26, 2012 Appointment on issues of applicability of Foreign Investments in LLPs. Mr. Sunil Kaul August 9, 2012 Appointment He is member of Review, Reforms & Rationalization Committee (“IMC”), Key Managerial Personnel: Mr. Dhruv Jain, Mr. Mukesh Kumar Singh, Member of Legal Affairs Committee of Bombay Chamber of Commerce Mr. Sachin Grover, Mr. Anand Barua, Ms. Priya Kashyap, Mr. S. Venu, and Industry (“BCCI”), member of Accounting and Auditing Committee of Mr. Abizer Fakhruddin Motiwala and Mr. Dilip Vaidya Bombay Chartered Accountant Society (“BCAS”) and is also a member of For further details, please refer to the chapter titled “Our Management” the Core Group at BACS, member of the Corporate Members Committee on page 82 of the Prospectus. of The Chamber of Tax Consultants (“CTC”) & a Regular Contributor OUR SUBSIDIARIES to WIRC Annual Referencer on “Bank Branch Audit”. He is also an 1. India Infoline Distribution Company Limited (“IIDCL”): Independent Director on the Board of India Infoline Limited. IIDCL (CIN: U99999MH1996PLC132983) was incorporated in the state Mr. V. K. Chopra, aged 67 years is an Independent Director in our of Maharashtra under the provisions of Companies Act; on March 21, Company. He joined the Board of our Company in June 2012. He is a 1996 vide Registration no. 132983. The registered offi ce of IIDCL is Fellow Member of The Institute of Chartered Accountants of India. He presently located as IIFL House, Sun Infotech Park, Road No. 16V, Plot has held various top positions during his 39 years of experience in Banks; No. B-23, Thane Industrial Area, MICR, Wagle East, Thane – 400 604, including 3 years as Chairman & Managing Director in Corporation Bank, Maharashtra, India. Mangalore & SIDBI, Delhi/Lucknow; 3 years as Executive Director in Principal Business: IIDCL is mainly engaged in the business of distribution Oriental Bank of Commerce and 31 years as General Manager, Central of fi nancial products and loan products. Bank of India, Mumbai; his last assignment being as a Whole Time Board of Directors: As on the date of the Prospectus, the board of Member in SEBI. directors of IIDCL comprises of Mr. Nirmal Jain, Mr. R Venkataraman, Mr. Mahesh Narayan Singh, aged 70 years, is an Independent Director Mr. Mukesh Satyadeo Singh and Mr. R Mohan. of our Company. He joined the Board of our Company in September Shareholding Pattern: The shareholding pattern of IIDCL as on the date 2009. He is a Post-Graduate in Physics from Banaras Hindu University. of the Prospectus is as follows: Mr. Singh joined the ‘Indian Police Service’ in 1967. He received his initial training at the National Academy of Administration, Mussoorie and Name of the shareholder Number of shares Percentage of the National Police Academy, Mount Abu. He has, in his public service Shareholding (%) carreer spanning over a period of 35 years, worked as the chiefs of the India Infoline Finance Limited 1,400,080 99.998 crime branch of Mumbai Police, State CID and Anti-Corruption Bureau. Mr. R Venkataraman* 10 0.001 He was the Commissioner of Police, Mumbai during period 2000-2002. Mr. Nirmal Jain* 5 0.00 He has been awarded the prestigious “Indian Police Medal” for meritorious Mr. Mukesh Kumar Singh* 1 0.00 services and “President’s Police Medal” for distinguished services. Mr. Narendra Jain* 1 0.00 Mr. Sunil Kaul, aged 53 years is a non executive Director of our Company. Mr. Sandeepa Vig Arora* 1 0.00 He joined the Board of our Company in August 2012. He holds a post Mr. R. Mohan* 1 0.00 graduate degree in management from the Indian Institute of Management, Mr. Amit Mehendale * 1 0.00 Bangalore and a bachelor’s degree in technology from the Indian Institute Total 1,400,100 100.00 of Technology, Bombay. Mr. Sunil Kaul is Managing Director of Carlyle Group. Prior to joining Carlyle Group, Mr. Kaul served as the president * As a nominee of India Infoline Finance Limited of Citibank Japan, covering the bank’s corporate and retail banking 2. India Infoline Housing Finance Limited (“IIHFL”) operations. He concurrently served as the chairman of Citi’s credit card II HFL (CIN U65993MH2006PLC166475) was incorporated under the and consumer fi nance companies in Japan. Mr. Kaul has over 20 years provisions of Companies Act, as amended; on December 26, 2006 vide experience in corporate and consumer banking of which more than 10 Registration No. 166475. It is registered with the National Housing Bank years have been in Asia. In his earlier roles, Mr. Kaul served as the (“NHB”) as housing fi nance company vide Registration No. 02.0070.09 head of Retail Banking for Citi in Asia Pacifi c. He has also held senior dated February 3, 2009, and notifi ed as a fi nancial institution under positions in Business Development for Citi’s Global Transaction Services SARFAESI Act vide Government notifi cation dated June 23, 2010. based in New York, Transaction Services Head for Citi Japan and Global The registered offi ce of IIHFL is presently located as IIFL House, Sun Cash Business Management Head for ABN Amro, based out of Holland. Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Borrowing Powers of the Board: Pursuant to resolution passed by the East, Thane – 400 604, Maharashtra, India. shareholders of our Company at their AGM held on June 26, 2012 and in Principal Business: IIHFL is engaged in the business of housing and accordance with provisions of Section 293 (1)(d) of the Act, the Board has related loan activities. been authorised to borrow sums of money as they may deem necessary

26 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Board of Directors: As on the date of the Prospectus, the board of A. SUMMARY INFORMATION OF OUR UNCONSOLIDATED directors of IIHFL comprises of Mr. Nirmal Jain, Mr. R Venkataraman, STATEMENT OF ASSETS AND LIABILITIES Mr. Mukesh Satyadeo Singh and Mr. R Mohan. (` in million) Shareholding Pattern: The shareholding pattern of IIHFL as on the date of the Prospectus is as follows: Particulars As at As at As at As at As at March March March March March Name of the shareholder Number of shares Percentage of 31, 2012 31, 2011 31, 2010 31, 2009 31, 2008 Shareholding (%) I EQUITY AND LIABILITIES India Infoline Finance Limited 10,899,400 99.99 (1) Shareholders’ funds Mr. Chintan Modi* 100 0.00 (a) Share Capital 2,371.54 2,371.54 237.15 237.15 237.15 Mr. Narendra Jain* 100 0.00 (b) Reserve and Surplus 11,953.38 10,858.80 12,321.39 11,845.88 11,225.02 Mr. R. Mohan* 100 0.00 14,324.92 13,230.34 12,558.54 12,083.03 11,462.17 Mr. L P Aggarwal* 100 0.00 (2) Share application money ----- Mr. Amit Mehendale* 100 0.00 pending allotment Mr. Mukesh Kumar Singh* 100 0.00 (3) Non-Current Liabilities (a) Long-term borrowings 31,437.20 9,990.30 1,365.10 - - Total 10,900,000 100.00 (b) Deferred tax liabilities (Net) - - - - - * As a nominee of India Infoline Finance Limited (c) Other Long-term liabilities - - - - - As on date our Company also holds 20,000,000 Preference Shares of IIHFL. (d) Long-term provisions 161.55 71.50 - - - DEBT EQUITY RATIO 31,598.75 10,061.80 1,365.10 - - CAPITALIZATION STATEMENT (UNCONSOLIDATED) (4) Current liabilities Particulars As At March 31 , 2012 (a) Short-term borrowings 20,339.36 8,932.11 6,590.00 500.00 5,344.37 Pre Issue Post Issue* (b) Trade payables - - - - - Debt (c) Other current liabilities -Borrowings 6,407.74 1,908.00 1,250.00 - - Long Term Loans 37,845 42,845 -Others 3,170.19 1,951.90 132.06 964.11 5.01 Short Term Loans 20,339 20,339 (d) Short-term provisions 299.51 8.66 2.07 0.15 0.02 Total Debt 58,184 63,184 30,216.80 12,800.67 7,974.13 1,464.26 5,349.40 Shareholders’ Fund TOTAL – EQUITY AND 76,140.47 36,092.81 21,897.77 13,547.29 16,811.57 Share Capital 2,372 2,372 LIABILITIES Reserves 11,953 11,953 II ASSETS Less: Miscellaneous Expenditure 166 166 (1) Non-current assets Total Shareholders’ Funds 14,159 14,159 (a) Fixed assets Long Term Debt to Equity Ratio(Number of Times) 2.67 3.03 (i) Tangible assets 699.61 113.42 2.21 2.85 0.27 Debt To Equity Ratio (Number of Times) 4.11 4.46 (ii)Intangible assets 0.22 - - - - CAPITALIZATION STATEMENT (CONSOLIDATED) (iii) Capital work-in-progress 12.15 - - - 0.65 (iv) Intangible assets under ----- Particulars As at March 31 , 2012 development Pre issue Post issue* 711.98 113.42 2.21 2.85 0.92 Debt (b) Non-current investments 4,420.15 3,417.27 2,442.06 1,647.06 521.06 Long Term Loans 39,045 44,045 (c) Deferred tax assets (Net) 115.40 30.04 7.18 5.60 6.14 Short Term Loans 20,339 20,339 (d) Long-term loans & advances Total Debt 59,384 64,384 -Loans 20,081.84 9,987.90 3,580.58 2,088.11 34.09 Shareholders’ funds -Others 2,313.07 1,849.87 932.66 27.28 5.05 Share Capital 2,372 2,372 (e) Other non-current assets 405.16 - 68.71 152.36 186.89 Reserves 12,076 12,076 27,335.62 15,285.08 7,031.19 3,920.41 753.23 Less: Miscellaneous Expenditure 166 166 (2) Current assets Total Shareholders’ funds 14,282 14,282 (a) Current investments 3,041.93 1,000.50 934.69 2,381.27 8,292.08 (b) Inventories 107.39 223.83 113.69 1,108.36 - Long Term Debt to Equity Ratio(Number of times) 2.73 3.08 (c) Trade receivables - - - - - Debt to Equity Ratio(Number of times) 4.16 4.51 (d) Cash and Bank balances 2,266.94 312.86 1,015.60 274.30 511.42 * Assuming issue of Non Convertible Debenture amounting to `5000 (e) Short-term loans & advances mn has been completed on March 31, 2012. -Loans 39,526.19 18,579.13 10,713.30 4,639.36 6,018.14 FINANCIAL INFORMATION -Others 2,496.03 251.97 1,962.31 1,162.89 - The following tables present an extract of Reformatted Consolidated (f) Other current assets 654.39 326.02 124.78 57.85 1,235.78 Summary Financial Statements and the Reformatted Unconsolidated 48,092.87 20,694.31 14,864.37 9,624.03 16,057.42 Summary Financial Statements. These fi nancial statements have been TOTAL 76,140.47 36,092.81 21,897.77 13,547.29 16,811.57 prepared in accordance with the Indian GAAP, the Companies Act and the SEBI Regulations and presented under the chapter titled “Financial Net worth As at March 31, Statements” on page 106. The Reformatted Consolidated Summary Particulars 2012 2011 2010 2009 2008 Financial Statements and the Reformatted Unconsolidated Summary Share Capital 2,371.54 2,371.54 237.15 237.15 237.15 Financial Statements should be read in conjunction with the examination Reserve and Surplus 11,953.38 10,858.80 12,321.39 11,845.88 11,225.02 report thereon issued by our Statutory Auditors and statement of signifi cant Less : Miscellaneous 165.99 - - - 72.28 accounting policies and notes to accounts on the Reformatted Consolidated expenditure Summary Financial Statements and the Reformatted Unconsolidated Total 14,158.93 13,230.34 12,558.54 12,083.03 11,389.89 Summary Financial Statements contained in the chapter titled “Financial Statements” beginning on page 106 of the Prospectus.

INDIA INFOLINE FINANCE LIMITED 27 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Particulars As at As at As at As at As at B. SUMMARY INFORMATION OF OUR UNCONSOLIDATED March 31, March March March March STATEMENT OF PROFIT & LOSSES 2012 31, 2011 31, 2010 31, 2009 31, 2008 (` in million) -Loans 22,492.74 13,520.82 4,404.30 2,625.91 1,543.83 Particulars 2011- 2010- 2009- 2008- 2007- -Others 2,333.13 2,068.14 1,180.59 57.28 29.10 2012 2011 2010 2009 2008 (e) Other non-current assets 515.31 302.01 408.78 152.36 506.89 28,497.32 16,425.58 6,210.71 2,872.19 2,126.10 Revenue (2) Current assets Revenue from operations 8,681.27 4,255.09 1,623.92 1,559.70 1,511.03 (a) Current investments 3,041.93 1,000.52 934.79 2,381.37 8,292.30 Other Income 422.43 263.97 26.43 14.26 11.06 (b) Inventories 107.39 223.83 113.69 1,108.36 - Total Revenue 9,103.70 4,519.06 1,650.35 1,573.96 1,522.09 (c) Trade receivables - - - - - Expenses (d) Cash and Bank balances 2,537.45 841.51 1,720.87 807.48 561.60 Employee benefi t expenses 1,044.39 600.24 295.61 260.59 51.71 (e) Short-term loans & advances Finance cost 4,616.53 2,070.42 192.41 253.34 817.25 -Loans 39,644.34 19,342.03 11,851.18 6,987.60 7,805.68 Depreciation & amortization expenses 149.60 8.51 0.63 0.36 0.69 -Others 2,582.32 569.73 2,461.10 1,239.99 39.31 Other expenses 1,599.08 535.43 359.85 271.39 209.47 (f) Other current assets 659.37 335.57 134.53 126.77 186.47 Provisions & Write off 254.11 110.04 139.39 - 52.77 48,572.80 22,313.19 17,216.16 12,651.57 16,885.36 Total Expenses 7,663.71 3,324.64 987.89 785.68 1,131.89 TOTAL - ASSETS 77,798.52 38,936.96 23,480.59 15,595.20 19,073.37 Profi t/(Loss) before tax 1,439.99 1,194.42 662.46 788.28 390.20 Net worth As at March 31, Tax expenses : Particulars 2012 2011 2010 2009 2008 Current tax expense for current year 506.87 380.49 185.85 154.25 80.31 Share Capital 2,371.54 2,371.54 237.15 237.15 237.15 Deferred tax (80.05) (22.88) (1.59) 0.56 (6.09) Reserve and Surplus 12,076.24 11,040.48 12,407.13 11,870.97 11,189.28 Fringe benefi t tax - - - 2.88 0.42 Less : Miscellaneous 165.99 - - - 72.28 Current tax expense relating to prior (5.34) 10.24 2.69 0.23 0.09 expenditure years Total 14,281.79 13,412.02 12,644.28 12,108.12 11,354.15 Total tax expense 421.48 367.85 186.95 157.92 74.73 D. SUMMARY INFORMATION OF OUR CONSOLIDATED Profi t (loss) for the period 1,018.51 826.57 475.51 630.36 315.47 STATEMENT OF PROFIT & LOSSES (` in million) C. SUMMARY INFORMATION OF OUR CONSOLIDATED Particulars 2011- 2010- 2009- 2008- 2007- STATEMENT OF ASSETS AND LIABILITIES 2012 2011 2010 2009 2008 (` in million) Revenue Particulars As at As at As at As at As at Revenue from operations 9,084.58 4,711.27 2,120.83 2,280.20 1,601.56 March 31, March March March March Other Income 451.29 483.65 218.80 101.08 43.35 2012 31, 2011 31, 2010 31, 2009 31, 2008 Total Revenue 9,535.87 5,194.92 2,339.63 2,381.28 1,644.91 I EQUITY AND LIABILITIES Expenses (1) Shareholders’ funds Employee benefi t expenses 1,092.74 687.11 380.27 481.14 204.38 (a) Share Capital 2,371.54 2,371.54 237.15 237.15 237.15 Finance cost 4,798.31 2,213.04 279.93 424.07 819.19 (b) Reserve and Surplus 12,076.24 11,040.48 12,407.13 11,870.97 11,189.28 14,447.78 13,412.02 12,644.28 12,108.12 11,426.43 Depreciation & amortisation expenses 149.60 16.98 11.56 16.44 13.92 (2) Share application money -----Other expenses 1,730.16 741.98 453.66 538.86 277.20 pending allotment Provisions & Write off 263.36 195.35 448.21 61.18 52.77 (3) Non-Current Liabilities Total Expenses 8,034.17 3,854.46 1,573.63 1,521.69 1,367.46 (a) Long-term borrowings 32,237.20 11,523.63 1,865.10 1,756.85 1,701.44 Profi t/(Loss) before tax 1,501.70 1,340.46 766.00 859.59 277.45 (b) deferred tax liabilities (Net) - - - - - Tax expenses : (c) Other Long-term liabilities - - - - - Current tax expense for current year 528.14 427.62 210.11 163.58 80.60 (d) Long-term provisions 177.82 82.37 1.21 0.43 - Deferred tax (81.74) (22.33) 14.59 9.64 (43.89) 32,415.02 11,606.00 1,866.31 1,757.28 1,701.44 Fringe benefi t tax - - - 3.46 1.27 (4) Current liabilities Current tax expense relating to prior 1.49 12.66 3.38 (8.28) 0.10 (a) Short-term borrowings 20,339.36 8,932.11 7,084.32 500.00 5,344.37 years (b) Trade payables - - - - - Total tax expense 447.89 417.95 228.08 168.40 38.08 (c) Other current liabilities Profi t (loss) for the period 1,053.81 922.51 537.92 691.19 239.37 -Borrowings 6,807.74 2,474.67 1,250.00 - - -Others 3,486.56 2,495.82 621.73 1,225.82 596.03 For further details, please refer to the chapter titled “Financial (d) Short-term provisions 302.06 16.34 13.95 3.98 5.10 Information” on page 106 of the Prospectus. 30,935.72 13,918.94 8,970.00 1,729.80 5,945.50 TOTAL – EQUITY AND 77,798.52 38,936.96 23,480.59 15,595.20 19,073.37 FINANCIAL INDEBTEDNESS LIABILITIES As on June 30, 2012, our Company has outstanding secured borrowing II ASSETS of approximately ` 37,841.38 million and unsecured borrowing of (1) Non-current assets approximately ` 25,005.91 million. For further details, please refer to the (a) Fixed assets chapter titled “Financial Indebtedness” on page 234 of the Prospectus. (i) Tangible assets 699.61 125.48 17.38 31.10 20.40 OUR BUSINESS (ii) intangible assets 0.22 0.74 1.86 4.95 3.20 (iii) Goodwill (on Consolidation) 16.42 34.48 34.48 34.48 34.48 Overview (iv) Capital work-in-progress 12.15 37.49 - 0.91 3.83 We are a systemically important non-deposit taking NBFC focusing on (v) Intangible assets under -----Mortgage Loans, Capital Market Finance, Gold Loan and Healthcare development Finance. We are a subsidiary of India Infoline Limited (“IIFL”), a diversifi ed 728.40 198.19 53.72 71.44 61.91 fi nancial services company. We offer a broad suite of lending and other (b) Non-current investments 3,030.02 490.21 195.00 - - fi nancial products to our clients both retail and corporate. Our lending (c) deferred tax assets (Net) 126.12 44.40 22.04 36.64 46.28 and other fi nancial products include: (d) Long-term loans & advances l Mortgage Loans, which includes Housing Loans and Loans against Property. 28 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” l Capital Market Finance, which includes Loans against Securities, Operational & Financial FY 12 FY 11 FY 10 FY 09 Promoter Funding, Margin Funding, IPO fi nancing and other Parameters (Consolidated) structured lending transactions. Cost to average assets 12.44% 9.04% 8.59% 8.16% Gold Loans, which includes fi nance against security of mainly used Cost to Income (%) 84.25% 74.20% 67.26% 63.90% gold ornaments. RoA (%) 1.63% 2.16% 2.94% 3.70% Healthcare Finance, which includes fi nance for medical equipments and project funding in the healthcare sector. *standalone As on March 31, 2012, Mortgage Loans accounted for 44.70% of our OUR STRENGTHS: Our Parentage; Secured Loan Book and Strong Loan Book, Capital Market Finance accounted for 11.86% of our Loan Asset Quality; We are adequately capitalized to fund our growth; Access Book and Gold Loans accounted for 41.07% of our Loan Book. Health to cost effective funding sources; Well Defi ned Processes; Access to Care Finance is a recent product which has been introduced in FY 2011. Extensive Distribution and Branch Network; Experienced Management We received a certifi cate of registration dated May 12, 2005 bearing Team; Technology, Analytics and Credit bureau usage. registration no. - B-13.01792 from the Reserve Bank of India for carrying OUR STRATEGIES: Our key strategic priorities are as follows: on activities of a Non Banking Financial Company. India Infoline Housing Focus on retail and secured lending; Enhancing the product bouquet; Finance Limited (“IIHFL”) and India Infoline Distribution Company Widening the Distribution Network; Building a robust IT infrastructure Limited (“IIDCL”) are our wholly owned subsidiaries. IIHFL received a and IT systems; Strengthen our operating processes and risk management certifi cate of registration from the National Housing Bank (“NHB”) on systems. February 3, 2009 to carry on the business of a housing fi nance institution. For details on “Our Strength”, “Our Strategies” and “Our Business”, Our Promoter, IIFL is a fi nancial services organization having presence please refer to the chapter titled “Our Business”on page 59 of the across India. The global footprint extends across geographies with offi ces Prospectus. in New York, London, Geneva, Hong Kong, Singapore, Dubai, Mauritius LEGAL AND OTHER INFORMATION and Colombo. It is listed on BSE and NSE. IIFL Group’s services and OUTSTANDING LITIGATIONS products include retail broking, institutional equities, commodities and Except as described below, there are no outstanding litigations including, currency broking, wealth advisory, credit & fi nance, insurance broking, suits, criminal or civil prosecutions and taxation related proceedings asset management, fi nancial products distribution & investment banking. against our Company, its Promoters and Board of Directors that may or The product/ services portfolio of IIFL caters to the diverse investment may not have an adverse effect on our business. Further, there are no and strategic requirements of retail, institutional, corporate and affl uent defaults, non-payment of statutory dues including, institutional / bank dues clients. As on March 31, 2012, IIFL has presence in over 4000 business and dues payable to holders of any debentures, bonds and fi xed deposits locations which include over 1,900 branches and over 2,300 registered that would have a material adverse effect on our business other than franchisees, spread across 959 cities in 28 states and union territories in unclaimed liabilities against our Company as of the date of the Prospectus. India. We leverage extensively on the infrastructure, distribution network Save as disclosed hereinbelow, there are no pending proceedings pertaining to: and insights of IIFL Group into market and customer needs. matters likely to affect operation and fi nances of our Company including Over the past several years, we have expanded our presence into markets disputed tax liabilities of any nature; and that are of greater relevance to the products we offer. Portfolio performance criminal prosecution launched against our Company and the Directors and profi tability are the factors that drive the branch network. As of for alleged offences under the enactments specifi ed in Paragraph 1 of March 31, 2012, we have a total of 1,323 branches – 34 branches for our Part I of Schedule XIII to the Act. Mortgage Loans and Healthcare Finance distribution network of which 32 Further from time to time, we have been and continue to be involved in branches are co-located with the branch network of IIFL Group and a total legal proceedings fi led by and against us, arising in the ordinary course of of 1297 gold loan branches out of which 1180 are exclusive Gold Loans our business. These legal proceedings are both in the nature of civil and branches. Our Capital Market Finance business is sourced through direct criminal proceedings. We believe that the number of proceedings in which sales, branch network, retail and wealth teams of IIFL. As of March 31, we are / were involved is not unusual for a company of our size doing 2012, we have an access to over 2,900 sales executives from the retail business in India. All legal proceedings which are in the normal course teams and over 120 sales executives from the wealth teams of IIFL for of our business and are of a civil nature have been disclosed by clubbing our Capital Market Finance business. Our Company’s employee strength the aggregate number of litigations and the amounts involved therein. as on March 31, 2012 was 6,094. IIFL in the normal course of broking and depository service caters to Our Consolidated Income from Operations and Profi t after a large client base. In the course of such activities arbitration matters/ Tax (PAT) for the fi nancial year ending March 31, 2012 is client complaints/grievances/ exchange references etc. are received by IIFL ` 9084.58 million and ` 1053.81 million respectively. Our through SEBI/ exchanges/depository/forums, etc. The same are resolved in Consolidated Income from Operation and Profi t after tax has the normal course of business from time to time. Also in the normal course grown at a CAGR of 54.33% and 44.85% respectively over of broking and depository business, pursuant to the exchanges/ depositories the last four years. Our Loan Book has grown at a CAGR of normal inspections / observations/ fi ndings, etc. exchanges / depositories 63.82% over the last four years. had issued warnings / minor monetary penalties, etc. against IIFL. These are paid and suitable corrective / rectifi cation actions are taken by IIFL Operational & Financial FY 12 FY 11 FY 10 FY 09 and reported to exchanges/ depositories from time to time. Similarly, Parameters (Consolidated) IIFL has received requests / notices / summons from various regulatory Loan Book (` million) 67,464.86 32,889.74 16,267.84 9,560.35 authorities / enforcement agencies seeking submissions/ appearance / Total Borrowings (` million) 59,384.31 22,930.41 10,199.42 2,256.85 production of information / documents etc. relating to some of the clients/ Net Worth (` million) 14281.79 13,412.03 12,644.30 12,108.12 transactions etc. with regard to their investigation/ enquiries and the same Debt Equity ratio (x) 4.16 1.71 0.81 0.19 are submitted / attended to / complied with by IIFL from time to time. Capital Adequacy Ratio (%)* 17.86 29.95 47.65 97.77 These investigations / enquiries are basically in the nature of requests / notices / summons for submission of information/ documents which are Net NPA (%) 0.40% 0.36% 0.46% - duly complied with by IIFL. These are not material and are not likely Net Interest Income (` million) 4080.49 2,263.14 1,741.85 1,665.06 to have any material effect on the operations and fi nances of IIFL. Thus Yield on Earning Assets (%) 16.76% 14.31% 17.01% 15.28% all these litigations below ` 1 crore that are of a civil nature and are in Cost of Funds (%) 11.26% 9.43% 9.52% 9.67% the normal course of our business have been disclosed by clubbing the Net Interest Spread (%) 5.49% 4.88% 7.49% 5.61% aggregate amounts involved. Net Interest Margin (%) 7.45% 7.17% 15.30% 13.95% Litigations against our Company Criminal Cases

INDIA INFOLINE FINANCE LIMITED 29 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” 1. Mr. Sthanmurthy Vishwanathan and Ms. Meera Vishwanathan served a demand notice dated May 22, 2008 upon the Accused, directing (“Complainants”) have fi led criminal complaint number 65/Misc/08 the Accused to make the payment within fi fteen days, to which no response (“Complaint”) in the Court of Metropolitan Magistrate, 26th Court, was received, subsequent to which the complaint was fi led. The matter Borivali, Mumbai (“Court”) against our Company, IIFL and the directors is currently pending. of our Company (collectively referred to as the “Accused”) alleging 2. Our Company has fi led a complaint dated June 5, 2012 (“Complaint”) that the Accused had connived and misappropriated securities entrusted against M/s Dear Investment ltd viz Mr. Sanjay Dalmia, Jitendra Sinha, to them, causing losses of about `30 million to the Complainant and Mr. Murlidhar Vyas, Mr. Suraj Gurung, Mr. Jitendra Kumar Sinha and thereby committing offences under section 409, read with section 34 and Manohar Ram (together referred as “Accused”) for cheating in Vanrai Police 113 of the IPC. station, Goregaon East, Mumbai. The Accused has made false representation The Court took cognizance of the Complaint vide its order dated February to our Company regarding the pledge of shares and suppressed vital 25, 2008 and ordered an investigation by the Kasturba Marg police station, information regarding the said shares being preferential shares and about in which the Accused were exonerated as the dispute was found to be the same being kept in lock in period, also original share certifi cates of civil in nature. The Complainants challenged the investigation report dated the pledged shares under the supplemental pledge agreement were never July 17, 2008, alleging that it was vague and made an application for delivered by the Accused to our Company and only certain share warrants re-investigation of the Complaint. The Court allowed this application vide were delivered. Our Company alleges that the Accused deceived us and its order dated January 8, 2010 and ordered re-investigation. The Court our offi cer in parting of ` 15-20 crores approx as loan to M/s Dalmia has further issued process under the IPC vide its order dated March 8, Housing Finance limited from time to time. Aggrieved, our Company has 2011 (“Order”). fi led the Complaint against the Accused. The matter is currently pending. The investigating authorities have submitted the re-investigation report 3. Our Company has fi led a complaint dated May 22, 2012 (“Complaint”) dated September 26, 2010 stating that there is no prima-facie case against against M/s Dalmia Housing Finance ltd viz Mr. Sanjay Dalmia, Mr Pradeep the Accused. The re-investigation report further recommends that the Kumar, Mr. Murlidhar Vyas and Mr. Sanjay Jalan (together referred as Complainants and his representative be prosecuted under section 120B “Accused”) in Vanrai Police station, Goregaon East, Mumbai for cheating. read with section 211 of the IPC for conspiring against the Accused, so The Accused has made false representation to our Company regarding as to pressurize the Accused into waiving off the Complainants’ debit pledge of shares and about the same being kept in lock in period, the balance of `1.2 million with the Accused. The accused fi led an Appeal original share certifi cates of the pledged shares under the supplemental (No. 43 of 2011) before the Sessions Court at Dindoshi for setting aside pledge agreement were never delivered by the Accused to our Company, the issuance of summons. The Sessions court has stayed the proceedings by suppressing this vital information and by making false representation of the lower Court and the matter is currently pending. to our Company, the Accused deceived our Company and our offi cer in Civil Case parting of ` 15-20 crores approx as loan to the M/s Dalmia Housing 1. Mr. Rameswar Choudhary (“Petitioner”) fi led the writ petition number Finance ltd from time to time. Aggrieved, our Company has fi led the 13124 of 2012 dated June 22, 2012 before the High Court of Kolkata Complaint against the Accused. The matter is currently pending. against Union of India, India Infoline Limited, our Company & Ors under 4. Our company has lodged an FIR bearing number 228 before the Article 226 of the Constitution of India. The Petitioner has sought for a south west delhi police station against mr. Arun thomas (“Accused”) for writ of mandamus directing the CBI to initiate investigation against the cheating, criminal breach of trust and misappropriation for an amount of fi nancial mismanagement and fraud by IIFL and our Company and also ` 0.23 million. Our company alleges that the accused had pledged fake to investigate the role of the state respondents into such fraud. The matter and spurious gold jewels. The matter is currently pending. is currently pending. 5. Our company has lodged an FIR bearing number 323 before the offi cer Consumer Cases in charge girish park police station against kashinath banerjee, surajit manik, 1. Mr. Surender Kumar (“Complainant”) fi led a consumer complaint bhola shaw and manoj singh (together referred to as the “Accused”) for number 365/08 against our Company before the District Consumer Disputes misappropriation of company’s fund and cheating the company for an Redressal Forum, New Delhi alleging execution of unauthorized trades amount of ` 2 million in relation to its business of loan against gold. resulting in losses to the Complainant. The aggregate amount claimed The matter is currently pending. by the Complainant is ` 0.45 million. The matter is currently pending. 6. Our company has lodged an FIR bearing number 293/11 before the 2. Mr. Kuldeep Singh (“Complainant”) fi led a consumer complaint bearing inspector in charge uttarpara police station against mr. Ranjith kumar roy number 366/08 against our Company before the District Consumer Disputes and others (together referred to as the “Accused”) for misappropriation of Redressal Forum, New Delhi alleging execution of unauthorized trades company’s fund and cheating the company for an amount of ` 3 million in resulting in losses to the Complainant. The aggregate amount claimed relation to its business of loan against gold. The matter is currently pending. by the Complainant is ` 0.55 million. The matter is currently pending. 7. Our company has fi led an FIR number 754/2011 before the police 3. Smt. Malavika Nanda (“Complainant”) fi led a consumer complaint station at vijayawada against Mrs kavitha for cheating, criminal breach of miscellaneous case number 93/2012 (arising out of C.D. Case number 242 trust, theft and misappropriation of jewels to the tune of ` 8.49 million. of 2012 dated August 14, 2012) (“Complaint”) against our Company before The matter is currently pending. the District Consumer Disputes Redressal Forum, Khurda, Bhubaneswar 8. Our Company has fi led an FIR number 537/2011 before the police alleging that our Company is going to auction the gold ornaments of an station at Sahakar Nagar Police Station against Geeta Ghate , Sangeeta approximate value of `2.4 million without intimating the Complainant Bhilare, Umesh Ambekar and others for cheating, criminal breach of trust, with the support of some hidden clause. Aggrieved, the Complainant fi led theft and misappropriation of jewels to the tune of ` 2.07 million. The the Complaint praying that our Company be directed not to auction the matter is currently pending. valuable gold ornaments till the disposal of the original case. The Forum Cases fi led under Section 138, Negotiable Instruments Act, 1881 vide order dated August 14, 2012 directed our Company not to take any 1. Our Company has fi led two cases under Section 138, Negotiable coercive action against the Complainant subject to payment of ` 0.12 Instruments Act, 1881 against loan against security clients which relate million and interest. The matter is currently pending. to the dishonouring of cheques received by IIFL towards payment of Litigations by our Company outstanding loan amount. The amount involved in these two cases is Criminal Cases approximately ` 117 million. Both the matters are under settlement. 1. Our Company fi led a criminal complaint number 10250/SS/2008 Tax cases (“Complaint”) in the Court of Chief Metropolitan Magistrate, 33rd Court, 1. The Deputy Commissioner of Income Tax issued a notice of demand Ballard Pier, Mumbai against Mr. Jay Chandiramani (“Accused”) under number OE/II/136/26/2009-2010 dated November 20, 2009 under section section 138 and 141 of the Negotiable Instruments Act, 1881, whereby 156 of the Income Tax Act, 1961 to our Company demanding payment our Company has claimed that a cheque dated April 25, 2008 amounting of an amount of ` 4.47 million as income tax determined against us for to ` 0.19 million issued by the Accused was dishonoured. Our Company the assessment year 2007-2008. The matter is pending.

30 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Civil cases dues of personal loans. The aggregate amount involved in these cases is 1. Our Company fi led individual summary suits against Ms. Suby Sajan, Mr. approximately ` 23 million. In 13 cases we have received attachment orders Kiran G Magavi, Mr. Ajay Kumar Chugh, Mr. Sushil Kumar Bansal, Mr. from High Court of Mumbai & Jaipur. The matters are currently pending. Kaushik Shah, Mr. Mukesh Kanji Bhanushali, Mr. Vinodhchandra Motilal Moneyline Credit Limited (now merged with India Infoline Finance Modh, Mr. Dinesh Mehta, Mr. Wasim M Shaikh, Mr. Sunil kukreja, Ms. Limited) has fi led 410 cases before Sole Arbitrator against various clients Smita Vora, Mr. Shayamlal Daulatram Vachhani, Mr. Debabrata Chatterjee, which relate to payment of outstanding dues of personal loans. The Ms. Nancy Joachim Lasrado, Mr. K.T. Ashoka, Mr. Muraleedharan aggregate amount involved in these cases is approximately ` 230 million. Narayan Kutty, Mr. Naresh Kumar Shah, M Kanniyakkumar, Ms Mumtaz The cases are pending at various stages of adjudication. H Panjwani, Mr. Vikram T Shah, Mr. P. Suresh, Mr. A Janardhana Reddy, SEBI Notices Ms. Renu Deepak Keswani, Mr. Samsul Alom, Mr. Dhirubhai Labhubhai 1. SEBI had issued notices and had instituted adjudication proceedings Narol, M/s Actal, Mr. Paramjeet Singh Saluja, Ms Cherukuri Sujata, against IIFL for violation of SEBI (Stock Broker and Sub broker) Mr. Sivarajan and Ajay Kumar Chug HUF respectively (referred to as Regulations, 1992 and SEBI (Prohibition of Fraudulent and Unfair Trade “Defendants”) before the High Court of Judicature at Bombay. Practices) Regulations, 1995 vide notices dated November 28, 2008 and The Defendants had in their individual capacities approached our Company September 10, 2001 respectively. After enquiry charges against IIFL in for fi nance facilities for trading in securities/commodities/derivatives. The both these matters were dropped vide adjudication orders dated June 15, aggregate of all amounts due and payable to our Company is ` 23.04 2009 and October 15, 2003 respectively. million. Subsequently, our Company has issued various demand notices 2. SEBI had instituted adjudication proceedings and IIFL for violation calling upon the Defendants to make payment of the amounts due. Upon xof SEBI (Stock Broker and Sub broker) Regulations, 1992 and violation not receiving any communication from the Defendants, our Company has of SEBI (Depository Participant) Regulations, 1996 and Depositories instituted the aforementioned suits before the High Court of Judicature at Act, 1996 vide notices dated September 08, 2008 and August 27, 2009 Bombay against each of the Defendants praying for decrees directing them respectively. IIFL had entered into consent proceedings and proceedings to clear the dues along with interest at the rate of 24% from the date of were dropped by SEBI by passing consent orders dated June 05, 2009 fi ling of each of the suits till the payment and realization of each of the and May 18, 2010 respectively. outstanding amounts. All the matters are currently pending. 3. SEBI, in the matter of IFSL Limited, vide an interim order dated 2. Our Company fi led a summary suit number (L) 207 of 2010 dated September 28, 2005 and confi rmatory order dated June 16, 2006, directed January 25, 2011 before the High Court of Judicature at Bombay against India Infoline Securities Private Limited (erstwhile subsidiary of IIFL Sthanumurthy V Viswanathan (“Defendant 1”) and IIFL (“Defendant which was subsequently merged with India Infoline Limited) not to buy, 2”) (together referred to as the “Defendants”). Defendant 1 had opened sell or deal in securities of a listed company namely IFSL Limited on a dematerialized account with Defendant 2 for the purpose of trading in behalf of the persons identifi ed in the said orders some of which were securities and had approached our Company for availing fi nancing facilities clients of IIFL at that point of time. to fi nance its trading activities. Our Company claimed that there was a 4. SEBI vide an interim order dated October 5, 2005 (“Order 1”) passed debit balance of ` 27.90 million in the account of Defendant 1 pursuant under section 11 and 11 B of the Securities and Exchange Board of India to trading and that the Defendant 1 failed and neglected to make payment Act 1992 in the matter of Ind Tra Deco Limited, had advised among of the said amount. Hence our Company sold the shares lying in the others, India Infoline Securities Private Limited (erstwhile subsidiary of account of Defendant 1 leaving a net debit balance of ` 1.25 million. IIFL which was subsequently merged with India Infoline Limited) not to Our Company further claims that they had issued notice dated March buy, sell or deal in securities of Ind Tra Deco Limited till further orders. 14, 2008 calling upon Defendant 1 to make payment but Defendant 1 Subsequently, vide order dated June 20, 2006 (“Order 2”) had confi rmed neglected to pay the above said amount. Our Company further claims the above said directions. Later, SEBI vide order dated September 18, that the amount outstanding, due and payable by Defendant 1 as per the 2009 revoked the directions passed vide Order 1 and Order 2, and dropped statement of account dated January 24, 2011 is ` 2.12 million. Hence our the pending proceedings. Company fi led the present suit praying that the Defendant 1 be ordered 5. SEBI vide an order dated March 21, 2006 issued in the matter of Lalit and decreed to pay an amount of ` 2.12 million together with interest at Dua advised IIFL to exercise due care so that only persons with proven the rate of 24 % per annum. The matter is currently pending. credentials of giving fair and truthful information and analysis are allowed 3. Our Company (“Petitioner”) fi led a writ petition number 7508 of to give advice on its portal so that the portal is not misused by persons 2012 (“Writ”) dated March 06, 2012 before the High Court of Bangalore giving advice purely on considerations of personal gains. (“Bangalore High Court”) against the State of Karnataka (“Respondent”) 6. SEBI had by the following letters advised IIFL to: under Article 226 of the Constitution of India (“Constitution”) challenging Sr. Date the notice dated August 17, 2011 seeking to bring the Petitioner under the No. provisions of the Karnataka Money Lenders Act, 1961 and the Karnataka I July 13, In initial public offering of Parabolic Drugs IIFL compliance to Prohibition of Charging Exorbitant Interest Act, 2004. The Petitioner has 2010 Limited SEBI advised IIFL to gear up its back avoid recurrence of such submitted that the said notice is illegal and unconstitutional and violative offi ce system and ensure effi cient control to mismatches and the same of the Reserve Bank of India Act, 1934. The matter is currently pending. minimize PAN mismatches while making data was confi rmed to SEBI vide Money line Credit Limited (Merged into our Company) entry in initial public offer biddings in future. IIFL’s replies dated July 30, 1. Moneyline Credit Limited (now merged with India Infoline Finance 2010 and August 27, 2010. Ltd.) has fi led 184 cases under section 138 of the Negotiable Instruments II June 18, Osian LPG Bottling Limited wherein SEBI Complied with the same Act, 1881 against various clients in relation to the dishonoring of cheques 2008 had advised IIFL to be careful and to ensure and rectifi ed in IIFL’s received by IIFL towards payment of EMI or outstanding dues of personal that the shares sold / purchased by IIFL’s system. loans. The aggregate amount involved in these cases is approximately ` clients are credited / debited to respective 2.9 million. The cases are pending at various their stages of adjudication. client’s account directly instead of through 2. Moneyline Credit Limited (now merged with India Infoline Finance IIFL’s benefi ciary account. Limited) has fi led 993 cases under Section 25 of the Payment and Settlement III February This notice was pertaining to non bid As per SEBI advice, IIFL System Act, 2007 against various clients which relate to the dishonouring 09, 2011 applications in initial public offering of had resolved the issues of ECS received towards payment of EMI or outstanding dues of personal Coal India Ltd. SEBI advised IIFL not to loans. The aggregate amount involved in these cases is approximately ` act as syndicate member in the initial public 11 million. The matters are pending at various stages of adjudication. offerings till resolution of such matters. 3. Moneyline Credit Limited (now merged with India Infoline Finance Limited) has fi led 31 cases for execution of award issued by Sole 7. SEBI by its adjudication notice dated November 27, 2009 has alleged Arbitrator against various clients with regard to payment of outstanding of violation of provisions of SEBI (Prohibition of Fraudulent and Unfair

INDIA INFOLINE FINANCE LIMITED 31 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Trade Practices relating to Securities Market) Regulations, 2003 in IIFL’s THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT dealings relating to shares of a particular scrip (“Shares”). IIFL has stopped THE AFORESAID PERMISSION GIVEN BY NSE SHOULD trading in the Shares as submitted in reply to SEBI dated January 8, 2010. NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE The matter is currently pending. OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY 8. SEBI by its enquiry notice number Enq/PS/196960/2010 dated March NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY 03, 2010 (“Enquiry Notice”) has alleged that IIFL is in violation of OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF provisions of SEBI (Stock Brokers and Sub brokers) Regulations, 1992 by ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR executing trades on behalf of clients restrained from buying, selling and DOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILL dealing in the shares of a certain scrip and has asked IIFL to show cause BE LISTED OR WILL CONTINUE TO BE LISTED ON THE as to why proceedings should not be initiated under regulation 25 of the EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR SEBI (Intermediaries) Regulations, 2008 against IIFL. IIFL replied to the THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, Enquiry Notice vide letter dated March 31, 2010 stating that the debarred ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OF entities were responsible for the violation and that IIFL was unable to PROJECT OF THIS ISSUER. detect the violation due to technical problems. SEBI has passed a consent EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE order dated November 24, 2010 disposing the proceedings against IIFL. ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DO SO 9. SEBI by its enquiry notice dated April 27, 2010 has alleged of violation PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION of provisions of SEBI (Stock Brokers and Sub brokers) Regulations, AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST 1992. IIFL has clarifi ed on factual inaccuracies and has submitted a reply THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS submitted to SEBI. Proceedings are currently pending with SEBI. WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT 10. SEBI vide an adjudication proceedings notice dated December 09, 2010 TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ (“Notice”) has alleged violation of clause A(1) and A(2) of regulation 7 of ACQUISITION WHETHER BY REASON OF ANYTHING STATED Code of Conduct for Stock Brokers specifi ed in the SEBI (Stock Broker OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON and Sub Broker) Regulations, 1992 in dealing in shares of a particular WHATSOEVER.” scrip. IIFL has replied to the Notice vide letters dated February 10, 2011 DISCLAIMER CLAUSE OF BSE and March 10, 2011, denying such allegations and requesting SEBI for a BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS personal hearing. A person hearing was granted to IIFL vide SEBI’s letter LETTER DATED AUGUST 27, 2012 PERMISSION TO THIS dated April 01, 2011. The proceedings are currently pending before SEBI. COMPANY TO USE THE EXCHANGE’S NAME IN THIS OFFER 11. IIFL has fi led an appeal (Appeal No. 58/2012) before the Securities DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH Appellate Tribunal against the SEBI Adjudication order No. BM/AO- THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. 7/2012 dated January 12, 2012 passed by the Adjudicating Offi cer against THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT India Infoline Securities Limited (merged with India Infoline Limited FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON w.e.f. February 02, 2007) which, inter alia, alleges that the Appellant has THE MATTER OF GRANTING THE AFORESAID PERMISSION violated the provisions of Clause A (1) and A(2) of the Code of Conduct TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY as specifi ed in Schedule II read with Regulation 7 of SEBI (Stock Brokers MANNER: - & Sub-Brokers) Regulations, 1992. The said order has imposed a penalty a) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR of ` 0.5, million under section 15HB of SEBI Act on the Appellant. The COMPLETENESS OF ANY OF THE CONTENTS OF THIS DRAFT proceedings are pending. OFFER DOCUMENT; OR For details on litigations of our Directors and Civil / Criminal / Labour b) WARRANT THAT THIS COMPANY’S SECURITIES WILL litigations pertaining to our Promoter, please refer to the chapter titled BE LISTED OR WILL CONTINUE TO BE LISTED ON THE “Outstanding Litigations”on page 282 of the Prospectus. EXCHANGE; OR MATERIAL DEVELOPMENTS c) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR Except as stated below, there have been no material developments since OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, March 31, 2012 there have arisen no circumstances that materially or ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS adversely affect the operations, or fi nancial condition or profi tability of COMPANY; the Company or the value of its assets or its ability to pay its liabilities AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR with the next 12 months. CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN The following table sets out our capital adequacy ratios computed on the CLEARED OR APPROVED BY THE EXCHANGE. EVERY basis of applicable RBI requirements on a standalone basis as of the dates PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE indicated: ACQUIRES ANY SECURITIES OF THIS COMPANY MAY DO SO As at As at PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND June 30, 2012 March 31, 2012 ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE Capital Adequacy Ratio 16.11% 17.86% EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH Tier I Capital 13.90% 15.46% MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR Tier II Capital 2.21% 2.40% IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED DISCLAIMER TO BE STATED HEREIN OR FOR ANY OTHER REASON DISCLAIMER CLAUSE OF NSE WHATSOEVER. DISCLAIMER CLAUSE OF THE RBI AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONAL STOCK EXCHANGE OF THE COMPANY IS HAVING A VALID CERTIFICATE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE REGISTRATION DATED MAY 12, 2005 BEARING REGISTRATION HAS GIVEN VIDE ITS LETTER REF.: NSE/LIST/179183-E DATED NO. B-13.01792 ISSUED BY THE RESERVE BANK OF INDIA AUGUST 27, 2012 PERMISSION TO THE ISSUER TO USE THE UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE 1934. HOWEVER, RBI DOES NOT ACCEPT ANY RESPONSIBILITY OF THE STOCK EXCHANGES ON WHICH THIS ISSUER’S OR GUARANTEE ABOUT THE PRESENT POSITION AS TO SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR HAS SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE MATTER OF GRANTING THE AFORESAID PERMISSION TO COMPANY AND FOR REPAYMENT OF DEPOSITS/ DISCHARGE OF LIABILITY BY THE COMPANY. 32 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

RISK FACTORS An investment in NCDs involves a certain degree of risk. You should governing us could adversely affect our business carefully consider all the information contained in the Prospectus, We are subject to the RBI’s guidelines on fi nancial regulation of NBFCs, including the risks and uncertainties described below, before making an including capital adequacy, exposure and other prudential norms. The RBI investment decision. The risk factors set forth below do not purport to also regulates the credit fl ow by banks to NBFCs and provides guidelines be complete or comprehensive in terms of all the risk factors that may to commercial banks with respect to their investment and credit exposure arise in connection with our business or any decision to purchase, own norms for lending to NBFCs. The RBI’s regulations of NBFCs could or dispose of the NCDs. The following risk factors are determined on the change in the future which may require us to restructure our activities, basis of their materiality. In determining the materiality of risk factors, we incur additional cost or could otherwise adversely affect our business and have considered risks which may not be material individually but may be our fi nancial performance. material when considered collectively, which may have a qualitative impact Moreover, the RBI in its notifi cation (No.RBI/2006 07/204/DNBS.PD/ though not quantitative, which may not be material at present but may CC.No.86 / 03.02.089 /2006-07) dated December 12, 2006 has amended have a material impact in the future. Additional risks, which are currently the regulatory framework governing NBFCs to address concerns arising unknown, if materialises, may in the future have a material adverse effect from certain divergent regulatory requirements for banks and NBFCs. on our business, fi nancial condition and results of operations. The market Under the amendment, the RBI brought all deposit taking and systemically prices of the NCDs could decline due to such risks and you may lose all important NBFCs, which are defi ned as NBFCs having an asset size of ` or part of your investment. 1,000 million or more, such as us, under the provisions of the Non-Banking Unless specifi ed or quantifi ed in the relevant risk factors below, we are not Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. in a position to quantify the fi nancial or other implication of any of the We cannot assure you that this notifi cation and its applicability to us will risks described in this section. The Prospectus also contains forward-looking not have a material and adverse affect on our future fi nancial conditions statements that involve risks and uncertainties. Our results could differ and results of operations. materially from those anticipated in these forward-looking statements as a The RBI has not provided for any restriction on interest rates that can be result of certain factors, including events described below and elsewhere charged by non-deposit taking NBFCs. Although the Non-Banking Financial in the Prospectus. Unless otherwise stated, the fi nancial information used Companies Prudential Norms (Reserve Bank) Directions 2007 may not be in this section is derived from and should be read in conjunction with fully applicable to a non-deposit taking NBFC, there can be no assurance reformatted consolidated fi nancial statements of our Company as of and that the RBI and/or the Government will not implement regulations or for the Financial Year ended March 31, 2012, March 31, 2011, March policies, including policies or regulations or legal interpretations of existing 31, 2010, March 31, 2009 and March 31, 2008 in each case prepared in regulations, relating to or affecting interest rates, taxation, infl ation or accordance with Indian GAAP, including the annexure and notes thereto. exchange controls, or otherwise take action, that could have an adverse Internal Risk Factors affect on non-deposit taking NBFCs. In addition, there can be no assurance 1. Any increase in the levels of non performing assets (“NPA”) on that any changes in the laws and regulations relative to the Indian fi nancial our loan portfolio, for any reason whatsoever, would adversely affect services industry will not adversely impact our business. our business and results of operations: Consistent with the growth of 4. Our ability to borrow from various banks may be restricted on account our branch network and our product portfolio, we expect an increase in of guidelines issued by the RBI imposing restrictions on banks in relation our loan assets. Should the overall credit quality of our loan portfolio to their exposure to NBFCs. deteriorate, the current level of our provisions may not be adequate to The RBI in its notifi cation (No. RBI/2006-07/205/DBOD.No. FSD.BC.46 / cover further increases in the amount of our NPAs. Moreover, there also 24.01.028 /2006-07) dated December 12, 2006 has amended the regulatory can be no assurance that there will be no further deterioration in our framework governing banks to address concerns arising from divergent provisioning coverage as a percentage of Gross NPAs or otherwise, or that regulatory requirements for banks and NBFCs. This notifi cation reduces the percentage of NPAs that we will be able to recover will be similar the exposure (both lending and investment, including off balance sheet to our past experience of recoveries of NPAs. As of March 31, 2012, the exposures) of a bank to NBFCs like us. Accordingly, banks exposure limits gross value of NPAs on our books of accounts on a consolidated basis was on any NBFC are reduced from the current 25% of the banks’ capital ` 377.90 million which is 0.56% of the value of our total assets. While funds to 10% of its capital funds. Furthermore, RBI has suggested that we believe that we have adequately provided for NPAs to cover known banks may consider fi xing internal limits for their aggregate exposure to or expected losses which may arise in our asset portfolio, any increase all NBFCs combined. This notifi cation limits a bank’s exposure to NBFCs in the level of fi nal credit losses shall adversely affect our business and which consequently restricts our ability to borrow from banks and thereby future fi nancial performance. increasing the cost of our borrowing. 2. We may be impacted by volatility in interest rates which could cause This notifi cation has adversely affected our business and any similar our Gross Spreads to decline and consequently affect our profi tability. notifi cations released by the RBI in the future, which has a similar impact We are exposed to interest rate risks as a result of lending to customers on our business could affect our growth, margins and business operations. at fi xed/ fl oating interest rates and in amounts and for periods which may 5. Our ability to lend against the collateral of gold jewellery has been differ from our funding sources. While we seek to match our interest rate restricted on account of guidelines issued by RBI, which may have a positions to minimise interest rate risk, we are unable to assure you that negative impact on our business and results of operation. signifi cant variation in interest rates will not have an effect on our results RBI vide notifi cation (DNBS.CC.PD.No.265/03.10.01/2011-12) dated of operations. Moreover, volatility in interest rates is sensitive to factors March 21, 2012 has stipulated all NBFCs to maintain a loan to value which are beyond our control, including the monetary policies of the RBI, (LTV) ratio not exceeding 60 percent for loans granted against the collateral deregulation of the fi nancial sector in India, domestic and international of gold jewellery and further bars lending against bullion/primary gold economic and political conditions, infl ation and other such considerations. and gold coins. This notifi cation will limit our ability to provide loan on In a rising interest rate environment, if the yield on our interest-earning the collateral of gold jewellery and thereby putting us at a disadvantage assets does not increase simultaneously with or to the same extent as our viz-a-viz banks offering similar products and other unregulated money cost of funds, or, in a declining interest rate environment, if our cost of lenders. Further, the notifi cation also mandates NBFCs primarily engaged funds does not decline simultaneously or to the same extent as the yield in lending against gold jewellery (such loans comprising 50% or more of on our interest-earning assets, our net interest income and net interest their fi nancial assets) to maintain a minimum Tier 1 capital of 12% by margin would be adversely impacted. April 1, 2014. Such restrictions imposed by RBI may erode our margins, There can be no assurance that we will be able to adequately manage our curtail our future growth and business operations. interest rate risk in the future and any signifi cant increase in interest rates 6. We may not be able to realise the full value of our pledged gold would adversely affect our business and results of operations. jewellery, which exposes us to potential loss. 3. We are subjected to supervision and regulation by the RBI as We may not be able to realise the full value of our pledged gold jewellery, a systemically important NBFC, and changes in RBI’s regulations due to, among other things, defects in the quality of gold. In the case of a

INDIA INFOLINE FINANCE LIMITED 33 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” default, we may auction the pledged gold. We cannot assure you that we which may have a material adverse affect on our business and operations. will be able to auction such pledged gold jewellery at prices suffi cient to 9. If we are unable to manage our rapid growth effectively, our business cover the amounts under default. Moreover, there may be delays associated and fi nancial results could be adversely affected. with the auction process. Any failure to recover the expected value of A principal component of our strategy is to continue to grow by pledged gold could expose us to a potential loss. Any such losses could expanding the size and geographical scope of our businesses, as well as adversely affect our fi nancial condition and results of operations. the development of our new business streams viz. Healthcare Finance. 7. The fi nancing industry is becoming increasingly competitive and our This growth strategy will place signifi cant demands on our management, growth will depend on our ability to compete effectively. fi nancial and other resources. It will require us to continuously develop The sector in which we operate is highly competitive and we face and improve our operational, fi nancial and internal controls. Continuous signifi cant competition from banks and other NBFCs. Many of our expansion increases the challenges involved in fi nancial management, competitors are larger institutions, which may have much larger customer recruitment, training and retaining high quality human resources, preserving and funding sources, larger branch networks and more capital than we our culture, values and entrepreneurial environment, and developing and do. Some of our competitors may be more fl exible and better-positioned improving our internal administrative infrastructure. Failure to train our to take advantage of market opportunities. In particular, private banks in employees properly may result in an increase in employee attrition rates, India and many of our competitors outside of India may have operational require additional hiring, erode the quality of customer service, divert advantages in implementing new technologies and rationalising branches. management resources, increase our exposure to high-risk credit and These competitive pressures affect the industry in which we operate as a impose signifi cant costs on us. If we grow our loan book too rapidly whole, and our future success will depend in large part on our ability to or fail to make proper assessments of credit risks associated with new respond in an effective and timely manner to these competitive pressures. borrowers, a higher percentage of our loans may become non-performing, In our housing fi nance and gold loan business, we face increasing which would have a negative impact on the quality of our assets and competition from commercial banks and other players in the unorganized our fi nancial condition. Any inability on our part to manage such growth sector. Interest rate deregulation and other liberalization measures affecting could disrupt our business prospects, impact our fi nancial condition and the housing fi nance industry, together with increased demand for home adversely affect our results of operations. fi nance, have also increased our exposure to competition. The demand for 10. Our growth will depend on our continued ability to access funds at housing loans has also increased due to the increase in demand of real competitive rates which are dependent on a number of factors including estate, stable property prices, higher disposable incomes and increased our ability to maintain our credit ratings. fi scal incentives for borrowers. The demand for Gold Loans has also As we are a “systemically important non-deposit accepting” NBFC and increased due to urgent borrowing or bridge fi nancing requirements and do not have access to deposits, our liquidity and ongoing profi tability are the need for liquidity for assets held in gold and also due to increased primarily dependent upon our timely access to, and the costs associated awareness among customers of Gold Loans as a source of quick access with raising capital. Our business is signifi cantly dependent on funding from to funds. All of these factors have resulted in the housing fi nance and the debt capital markets and commercial borrowings. The demand for such gold loan industry, including our Company, facing increased competition funds is competitive and our ability to obtain funds at competitive rates from other lenders to the retail housing market, including commercial will depend on various factors including our ability to maintain positive banks. Unlike commercial banks, we do not have access to funding from credit ratings. Ratings refl ect a rating agency’s opinion of our fi nancial savings and current deposits of customers. Instead, we are reliant on strength, operating performance, strategic position, and ability to meet our higher cost syndicated loans and debentures for our funding requirements, obligations. In relation to our long-term debt instruments, we currently have which may reduce our margins compared to competitors. Our ability to long term ratings of “AA- with stable outlook” from CRISIL, CARE and compete effectively with commercial banks will depend, to some extent, ICRA. In relation to our short-term debt instruments, we have also received on our ability to raise low-cost sources of funding in the future. If we short term ratings of “A1+” from ICRA and CRISIL. Any downgrade of are unable to compete effectively with other participants in the housing our credit ratings would increase borrowing costs and constrain our access fi nance and gold loan industry, our business, future fi nancial performance to capital and debt markets and, as a result, would negatively affect our and the trading price of the NCDs may be adversely affected. net interest margin and our business. In addition, downgrades of our credit Furthermore, as a result of increased competition in the housing fi nance and ratings could increase the possibility of additional terms and conditions gold loan industry, home loans and gold loans are becoming increasingly being added to any additional fi nancing or refi nancing arrangements in the standardized and terms such as fl oating rate interest options for housing future. Any such adverse development could adversely affect our business, loans, lower processing fees, monthly rest periods and no prepayment fi nancial condition and results of operations. penalties are becoming increasingly common in India. There can be no Our business depends and will continue to depend on our ability to access assurance that we will be able to react effectively to these or other market diversifi ed funding sources. Changes in economic and fi nancial conditions developments or compete effectively with new and existing players in the or continuing lack of liquidity in the market could make it diffi cult for us increasingly competitive housing fi nance industry. Increasing competition to access funds at competitive rates. As an NBFC, we also face certain may have an adverse affect on our net interest margin and other income, restrictions on our ability to raise money from international markets which and if we are unable to compete successfully, the origination of new loans may further constrain our ability to raise funds at attractive rates. While will decline and we may not be able to achieve our growth objectives. our borrowing costs have been competitive in the past due to our ability 8. We are dependent on IIFL, our holding company, for our clientele, to raise debt products, credit rating and our asset portfolio, in the event goodwill that we enjoy in the industry and our brand name and any factor we are unable to access funds at an effective cost that is comparable to affecting the business and reputation of IIFL may have a concurrent or lower than our competitors, we may not be able to offer competitive adverse effect on our business and results of operations. interest rates for our loans. This may adversely impact our business and As on date, IIFL directly holds 98.87% of our paid up capital. We source results of operations. our clients from IIFL and also signifi cantly benefi t from the goodwill that 11. We are subject to certain legal proceedings and we cannot assure IIFL enjoys in the market. We believe that this goodwill ensures a steady you that we will be successful in all of these actions. In the event we infl ow of business. In the event the IIFL is unable to maintain the quality are unsuccessful in litigating any or all of the disputes, our business of its services or its goodwill deteriorates for any reason whatsoever, our and results of operations may be adversely affected. business and results of operations may be adversely affected. Moreover, We are subject to a number of legal proceedings. We incur a substantial we have not entered into any formal arrangements for usage of the “IIFL” cost in defending these proceedings before a court of law. Moreover, brand name and logo which is owned by IIFL. We operate in a competitive we are unable to assure you that we shall be successful in any or all of environment, and we believe that our brand recognition is a signifi cant these actions. competitive advantage to us. Any failure to retain our Company name Further, IIFL, our Promoter in the normal course of broking and depository may deprive us of the associated brand equity that we have developed service caters to a large client base. In the course of such activities

34 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” arbitration matters/client complaints/grievances/ exchange references etc. adversely affect our fi nancial performance. are received by IIFL through SEBI/ exchanges/depository/forums, etc. The As part of our gold fi nancing business, we extend loans secured by gold same are resolved in the normal course of business from time to time. Also jewellery provided as collateral by the customer. A sharp downward in the normal course of broking and depository business, pursuant to the movement in the price of gold for any reason whatsoever could result in exchanges/ depositories normal inspections / observations/ fi ndings, etc. a fall in collateral values. In the event customers defaults in repayment exchanges / depositories had issued warnings / minor monetary penalties, of loans secured by gold and the value of the collateral has decreased etc. against IIFL. These are paid and suitable corrective / rectifi cation since disbursement, our results of operations may be adversely affected. actions are taken by IIFL and reported to exchanges/ depositories from time Additionally, we may not be able to realise the full value of our collateral, to time. Similarly, IIFL has received requests / notices / summons from due to defects in the quality of gold. In addition, failure by our employees various regulatory authorities / enforcement agencies seeking submissions/ to properly appraise the value of the collateral provides us with no appearance /production of information / documents etc. relating to some recourse against the borrower. A failure to recover the expected value of of the clients/ transactions etc. with regard to their investigation/ enquiries collateral security could expose us to a potential loss. Any such losses and the same are submitted / attended to / complied with by IIFL from could adversely affect our fi nancial condition and results of operations. time to time. These investigations / enquiries are basically in the nature Further, the security for our Healthcare Finance is usually movable of requests / notices / summons for submission of information/ documents equipment, making it diffi cult to locate or seize in the event of any default which are duly complied with by IIFL. These are not material and are by our customers. There can also be no assurance that we will be able to not likely to have any material effect on the operations and fi nances of sell such collaterals at prices suffi cient to cover the amounts under default. IIFL. In the event we suffer any adverse order, our reputation may suffer In addition, there may be delays associated with seizure and disposal of such and may have an adverse impact on our business. collaterals, including litigations and court proceedings which is generally For further details of the legal proceedings that we are subject to, please a slow and potentially expensive process in India. A failure or delay to refer to the chapter titled “Outstanding Litigations”. recover the expected value from sale of collateral security could expose 12. There are certain risks in connection with the NCDs being unsecured. us to a potential loss. Any such losses could adversely affect our fi nancial The NCDs will be in the nature of subordinated debt and hence the claims condition and results of operations. Accordingly, it may be diffi cult for us of the holders thereof will be subordinated to the claims of other secured to recover amounts owed by defaulting customers in a timely manner or and other unsecured creditors of our Company. Further, since no charge at all. The recovery of monies from defaulting customers may be further upon the assets of our Company would be created in connection with compounded by the fact that we do not generally insist on, or receive the NCDs, in the event of default in connection therewith, the holders post dated cheques as security towards the timely repayment of dues from of NCDs may not be able to recover their principal amount and/or the customers to whom we have provided loans. interest accrued therein in a timely manner, for the entire value of the 16. Inaccurate appraisal of pledged gold jewellery by our personnel may NCDs held by them or at all. Accordingly, in such a case the holders adversely affect our business and fi nancial condition. of NCDs may lose all or a part of their investment therein. Further, The accurate appraisal of pledged gold jewellery is a signifi cant factor the payment of interest and the repayment of the principal amount in in the successful operation of our business and such appraisal requires connection with the NCDs would be subject to the requirements of RBI, a skilled and reliable workforce. Inaccurate appraisal of gold by our which may also require our Company to obtain a prior approval from the workforce may result in gold being overvalued and pledged for a loan RBI in certain circumstances. that is higher in value than the gold’s actual value, which could adversely 13. We face asset-liability mismatches which could affect our liquidity affect our reputation and business. and consequently may adversely affect our operations and profi tability. Further, we are subject to the risk that our gold appraisers may engage in We may face potential liquidity risks due to varying periods over which fraud regarding their estimation of the value of pledged gold. Any such our assets and liabilities mature. As is typical for NBFCs, a portion of our inaccuracies or fraud in relation to our appraisal of gold may adversely funding requirements is met through short-term funding sources such as affect our reputation, business and fi nancial condition. bank loans, working capital demand loans, cash credit, short term loans 17. We do not own the premises where our Registered Offi ce and our and commercial papers. Our inability to obtain additional credit facilities branch offi ces are located and in the event our rights over the properties or renew our existing credit facilities, in a timely and cost-effective manner is not renewed or is revoked or is renewed on terms less favourable to or at all, may lead to mismatches between our assets and liabilities, which us, our business activities may be disrupted. in turn may adversely affect our operations and fi nancial performance. At present we do not own the premises that we use as our Registered 14. We extend margin funding loans, or loans against shares, to our Offi ce and our branch offi ces. In the event the owner of the premises clients, and any default by a client coupled with a downturn in the stock revokes the consent granted to us or fails to renew the tenancy, we may markets could result in substantial losses for us. suffer disruption in our operations. We extend “loans against shares”, or margin funding loans, which are 18. One of our subsidiaries has been issued notices by the NHB and secured by liquid, marketable securities at appropriate or pre-determined any adverse decision may affect our consolidated fi nancial statements margin levels. In the event of a volatile stock market or adverse movements and results of operations. in stock prices, the collateral securing the loans may have decreased NHB has issued a showcause notice dated September 20, 2010 to India signifi cantly in value, resulting in losses which we may not be able to Infoline Housing Finance Company Limited (IIHFL), our Subsidiary support. Customers may default on their obligations to us as a result of alleging contraventions of Paragraphs 24 and 26 of the HFC (NHB) various factors including bankruptcy, lack of liquidity, lack of business Directions, 2010 and as to why IIHFL should continue to be regarded as a and operational failure. There is little fi nancial information available housing fi nance company. IIHFL has vide its letter dated October 6, 2010 about the creditworthiness of our customers. It is therefore diffi cult to clarifi ed the position and has furnished information as was requisitioned carry out precise credit risk analysis on our clients. Although we use a by NHB. There has been no further communication in this matter. In the technology-based risk management system and follow strict internal risk event NHB takes an adverse decision, our consolidated numbers may be management guidelines on portfolio monitoring, which include limits on adversely affected. the amount of margin, the quality of collateral provided by the client 19. We require several licenses and approvals for our business and in and pre-determined margin call thresholds, no assurance can be given the event we are unable to procure or renew them in time or at all, our that if the fi nancial markets witnessed a signifi cant single-day or general business may be adversely affected downturn, our fi nancial condition and results of operations would not be We require several licenses, approvals and registration in order to undertake adversely affected. our business activities. These registrations include registrations with the 15. For our Gold Loan and Healthcare Finance business, the value of RBI as a systemically important non-deposit taking NBFC and registration our collateral may decrease or we may experience delays in enforcing with the NHB. We are also required to maintain licenses under various our collateral when our customers default on payment obligations which state Shops and Establishment Acts for some of our offi ces. Failure by may result in failure to recover the expected value of the collateral and us to comply with the terms and conditions to which such permits or

INDIA INFOLINE FINANCE LIMITED 35 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” approvals are subject, and/or to renew, maintain or obtain the required or securitize a substantial portion of the receivables from our loan permits or approvals may result in the interruption of our operations and portfolio to banks and other institutions. Such assignment or securitization may have a material adverse effect on our business, fi nancial condition transactions are conducted on the basis of our internal estimates of our and results of operations. funding requirements, which may vary from time to time. In fi scal 2012 we 20. All of the gold loans we offer are due within one year of disbursement, securitized and assigned assets of a book value of ` 5,456.43 million on and a failure to disburse new loans may result in a reduction of our a consolidated basis. Any change in statutory and/regulatory requirements loan portfolio and a corresponding decrease in our interest income. such as Securitisation Guidelines issued by RBI in August 2012 in relation All of the gold loans we offer are due within one year of disbursement to assignments or securitizations by fi nancial institutions, including the with an average tenure of four months. The relatively short-term nature of requirements prescribed by RBI and the Government of India, could our loans means that our long-term interest income stream is less certain. have an adverse impact on our assignment or securitization transactions. In addition, our existing customers may not obtain new loans from us upon Any adverse changes in the policy and/or regulations in connection with maturity of their existing loans, particularly if competition increases. The securitization of assets by NBFCs and/or new circulars and/or directions potential instability of our interest income could materially and adversely issued by the RBI in this regard, affecting NBFCs or the purchasers of affect our results of operations and fi nancial position. assets, would affect the securitization market in general and our ability 21. We handle cash on a regular basis and are hence exposed to the to securitize and/or assign our assets. risk of fraud and misappropriation of funds. We are also required to provide a credit enhancement for the securitization We mainly service rural and semi-urban customers who primarily and assignment transactions by way of either fi xed deposits or corporate conduct their business in cash. Accordingly, we usually collect cash guarantees and the aggregate credit enhancement amount outstanding as installments from our customers and this exposes us to the risk of fraud on March 31, 2012 on a consolidated basis was ` 692.36 million and on and misappropriation of funds. an unconsolidated basis was ` 586.79 million. In the event a relevant bank Our insurance policies, security systems and measures undertaken to or institution does not realize the receivables due under such loan assets, detect and prevent these risks may not be suffi cient to prevent or deter such bank or institution would have recourse to such credit enhancement, such activities in all cases, which may adversely affect our operations and which could have a material adverse effect on our results of operations, profi tability. While we have not faced any major problem in the past and fi nancial condition and/or cash fl ows. while we have taken insurance policies including fi delity cover and cover 24. A decline in our capital adequacy ratio could restrict our future for cash in safes and in transit, we cannot assure you that no incident business growth. of fraud or misappropriation of funds will occur in the future. If such As per RBI notifi cation dated February 17, 2011, all non - deposit taking events occur, there could be an adverse affect on the profi tability of our NBFCs have to maintain a minimum capital ratio, consisting of Tier I business and it could increase our insurance costs. and Tier II capital, which shall not be less than 15% of its aggregate risk 22. We have entered into assignment agreements to sell certain loans weighted assets on balance sheet and risk adjusted value of off-balance from our outstanding loan portfolio. Our business, fi nancial condition sheet items w.e.f. March 31, 2012. On an unconsolidated basis, our capital and results of operations could be adversely affected due to some of adequacy ratio computed on the basis of applicable RBI requirements was the restrictions imposed under such agreements or downgrade in the 17.86% as of March 31, 2012, with Tier I capital comprising 15.46%. If ratings of our securitized debt or if such assignment of loan is held to we continue to grow our loan portfolio and asset base, we will be required be unenforceable. to raise additional Tier I and Tier II capital in order to continue to meet We have sold and assigned a group of similar loans from our outstanding applicable capital adequacy ratios with respect to our business. There can loan portfolio to fi nancial institutions in return for an upfront fi xed be no assurance that we will be able to raise adequate additional capital consideration. As of March 31, 2012, our outstanding portfolio of assigned in the future on terms favourable to us or at all, and this may adversely loans was ` 5269.54 million on a consolidated basis, constituting 7.24% affect the growth of our business of our gross loan portfolio. Under such assignment agreements, we have 25. Our branches are vulnerable to theft which could adversely affect provided credit enhancement through fi xed deposits with banks and/or our reputation, business and results of operation. have issued corporate guarantees to the purchaser for an amount equal Storage of pledged gold jewellery as part of our business entails the to a negotiated percentage of the value of the loans being assigned. risk of theft and resulting in loss to our reputation and business. The If the relevant bank does not realize the receivables due under such short tenure of the loans advanced by us and our practice of processing assigned loans, the relevant bank would have recourse to the corporate loan repayments within short timelines require us to store pledged gold guarantee, cash collateral and the underlying security. We are also liable jewellery in our premises at all points in time. With regard to any theft, to indemnify the relevant banks in the occurrence of an event of default we may not be able to recover the entire amount of the loss suffered and stated under such assignment agreements. We make a general provision may receive only a partial payment of the insurance claim. There is no for all loans and specifi c provisions on our non-performing loans. Further guarantee that thefts may or may not be committed in the future, which any downgrade in the ratings of our securitized debt may lead to additional could adversely affect our reputation, business and results of operations. collaterals or corporate guarantees required to be provided. In the event 26. We may have to comply with stricter regulations and guidelines the corporate guarantee and/or cash collateral underlying the security and issued by regulatory authorities in India. general provisioning are inadequate, and the assigned loans are put back We are regulated principally by and have reporting obligations to the to us, this could have a material adverse effect on our operating results RBI. We are also subject to the corporate, taxation and other laws in and fi nancial condition. effect in India. In recent years, existing rules and regulations have been Further, in January 2009, the High Court of Gujarat held that the provisions modifi ed, new rules and regulations have been enacted and reforms have of the Banking Regulation Act, 1949 do not permit banks to assign been implemented which are intended to provide tighter control and more debt due to them, including the assignment of debt between two banks. transparency in India’s Gold Loan industry. Moreover new regulations may However, on appeal, the Supreme Court of India reversed the decision be passed that restrict our ability to do business. For example, regulatory of the Gujarat High Court and held that a bank to bank transfer of debt restrictions on securitisation may be extended to bilateral assignment is not barred by law. If, in the future, one or more of the assignment transactions, resulting in loss of arbitrage options. agreements entered into by us is held to be unenforceable by a court of We cannot assure you that we will not be subject to any adverse regulatory law, we may be required to terminate the assignment agreement(s) and action in the future. Further, these regulations are subject to frequent may suffer losses. amendments and depend upon government policy. The costs of compliance 23. As part of our business strategy we assign or securitize a substantial may be high, which may affect our profi tability. If we are unable to portion of our loan assets to banks and other institutions. Any comply with any such regulatory requirements, our business and results deterioration in the performance of any pool of receivables assigned of operations may be materially and adversely affected. or securitized to banks and other institutions may adversely impact our 27. Our loan portfolio is not classifi ed as priority sector advances by fi nancial performance and/or cash fl ows. the RBI. As part of our means of raising and/or managing our funds, we assign

36 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” The RBI currently mandates domestic commercial banks operating in India structure and an ESOP designed to encourage employee retention, our to maintain an aggregate 40.0% (32.0% for foreign banks) of their adjusted inability to attract and retain talented professionals, or the resignation or net bank credit or credit equivalent amount of off- balance sheet exposure, loss of key management personnel, may have an adverse impact on our whichever is higher as “priority sector advances”. These include advances business and future fi nancial performance. to agriculture, small enterprises, exports and similar sectors where the 31. We may not be able to successfully sustain our growth plans. Government seeks to encourage fl ow of credit for developmental reasons. In recent years, our growth has been fairly substantial. Our growth plan Banks in India that have traditionally been constrained or unable to meet includes growing our secured lending and expanding our retails customer these requirements organically, have relied on specialised institutions like base. There can be no assurance that we will be able to sustain our growth our Company that are better positioned to or focus on originating such plan successfully or that we will be able to expand further or diversify our assets through on-lending or purchase of assets or securitised pools to product portfolio. If we grow our loan book too rapidly or fail to make comply with these targets. proper assessments of credit risks associated with new borrowers, a higher Notifi cation issued by the RBI in February 2011, has stipulated that loans percentage of our loans may become non-performing, which would have sanctioned to NBFCs for on lending to individuals or other entities against a negative impact on the quality of our assets and our fi nancial condition. gold jewellery would not be eligible for classifi cation as agriculture sector We also face a number of operational risks in executing our growth advances in the context of priority sector lending guidelines. Further in strategy. We have experienced growth in our Mortgage Loans and Gold term of the RBI notifi cation dated July 2012, investments made by banks in Loans businesses, our branch network has expanded signifi cantly as part securitized assets originated by NBFC and purchase/ assignment transaction of our growth strategy. Our rapid growth exposes us to a wide range by banks with NBFCs, where the underlying assets are loans against gold of increased risks, including business and operational risks, such as the jewellery, are not eligible for priority sector status. Accordingly, our ability possibility of growth of NPAs, fraud risks and regulatory and legal risks. to raise capital by selling down our gold loan portfolio under bilateral Our ability to sustain our rate of growth also signifi cantly depends upon our assignments will be hampered in the future and impact our ability to raise ability to recruit trained and effi cient personnel and retain key managerial funds through loans from banks, which may adversely affect our fi nancial personnel, maintain effective risk management policies, continuing to condition and results of operations. offer products which are relevant to our target base of clients, developing 28. Our contingent liabilities could adversely affect our financial managerial experience to address emerging challenges and ensuring a high condition. standard of client service. We will need to recruit new employees, who As per the consolidated reformatted audited fi nancial statements of our will have to be trained and integrated into our operations. We will also Company for year ended March 31, 2012, we had certain contingent have to train existing employees to adhere properly to internal controls liabilities not provided for, amounting to ` 135.95 million. The contingent and risk management procedures. Failure to train our employees properly liability amounts disclosed in our consolidated reformatted audited fi nancial may result in an increase in employee attrition rates, erode the quality of statements represent estimates and assumptions of our management customer service, divert management resources, increase our exposure to based on advice received. For further details, please refer to section high-risk credit and impose signifi cant costs on us. titled “Statement of Contingent liability – Annexure 19” in the chapter 32. Our insurance coverage may not adequately protect us against losses. “Financial Statements” beginning on page 106. We maintain such insurance coverage that we believe is adequate for our 29. We are subject to certain restrictive covenants in our loan documents, operations. Our insurance policies, however, may not provide adequate which may restrict our operations and ability to grow and may adversely coverage in certain circumstances and are subject to certain deductibles, affect our business. exclusions and limits on coverage. We maintain general liability insurance There are restrictive covenants in the agreements we have entered into coverage, including coverage for errors or omissions. We cannot, however, with our lenders. These restrictive covenants require us to maintain certain assure you that the terms of our insurance policies will be adequate to cover fi nancial ratios and seek the prior permission of these banks/fi nancial any damage or loss suffered by us or that such coverage will continue to institutions for various activities, including, amongst others, selling, be available on reasonable terms or will be available in suffi cient amounts leasing, transferring or otherwise disposing of any part of our business to cover one or more large claims, or that the insurer will not disclaim or revenues, effecting any scheme of amalgamation or reconstitution, coverage as to any future claim. implementing a new scheme of expansion, taking up an allied line of A successful assertion of one or more large claims against us that exceeds business or making any amendments to Memorandum and Articles of our available insurance coverage or changes in our insurance policies, Association. Such restrictive covenants in our loan documents may restrict including premium increases or the imposition of a larger deductible or our operations or ability to expand and may adversely affect our business. coinsurance requirement, could adversely affect our business, fi nancial For details of these restrictive covenants, see the section titled “Financial condition and results of operations. Indebtedness” beginning on page 234. 33. Any change in control of our Promoter or our Company may 30. Our success depends in large part upon our management team and correspondingly adversely affect our operations and profi tability. key personnel and our ability to attract, train and retain such persons. As on June 30, 2012, our Promoter holds 98.87% of our paid up share Our ability to sustain our rate of growth depends signifi cantly upon our capital. If our Promoter ceases to exercise direct control over our Company ability to manage key issues such as selecting and retaining key managerial and/or there is change in direct control over our Promoter, as a result of personnel, developing managerial experience to address emerging challenges any transfer of shares or otherwise, our business and results of operations and ensuring a high standard of client service. In order to be successful, could be adversely affected. we must attract, train, motivate and retain highly skilled employees, 34. A signifi cant component of our exposure is in the real estate sector especially branch managers and product executives. If we cannot hire and any factor affecting this sector could adversely affect our business additional qualifi ed personnel or retain them, our ability to expand our As of March 31, 2012, we have extended loans and advances with business will be impaired and our revenue could decline. We will need outstanding more than ` 250 million each, aggregating to ` 6036.56 to recruit new employees, who will have to be trained and integrated million to borrowers operating in the real estate sector. This amounts to into our operations. We will also have to train existing employees to 8.95% of our loan portfolio. These loans are secured against the real estate adhere properly to internal controls and risk management procedures. which in most cases is under development. In the event the real estate Failure to train and motivate our employees properly may result in an sector is adversely affected due to any reason whatsoever, the value of increase in employee attrition rates, require additional hiring, erode the our collaterals may diminish which may affect our results of operations quality of customer service, divert management resources, increase our in the event of a default in repayment by our clients. Moreover, since exposure to high-risk credit and impose signifi cant costs on us. Hiring most of the collaterals in this sector are real estate, under development, and retaining qualifi ed and skilled managers are critical to our future, as any undervaluation of the property post development may signifi cantly our business model depends on our credit-appraisal and asset valuation affect our revenues. mechanism, which are personnel-driven operations. Moreover, competition 35. We undertake distribution of certain third party products which could for experienced employees can be intense. While we have an incentive result in our Company being made party to litigations.

INDIA INFOLINE FINANCE LIMITED 37 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” We distribute mutual fund products of third parties through our branch potential acquirer from making a tender offer or otherwise attempting to network. Whilst contractually we are not liable for the performance of third obtain control of our Company even if it is in our Company’s best interest. parties and their products that we distribute, in the event of any defi ciency In addition, for so long as our Promoter continues to exercise signifi cant in service by such third parties and/ or non-performance of some of their control over our Company, it may infl uence the material policies of our products, the persons who avail of such products may incur losses. We Company in a manner that could confl ict with the interests of our other may be subject to a reputation risk in such instances and management shareholders. Our Promoter may have interests that are adverse to the time and cost may be incurred to address such situations. interests of our other shareholders and may take positions with which 36. Our ability to assess, monitor and manage risks inherent in our we or our other shareholders do not agree. business differs from the standards of some of our counterparts. 40. Our results of operations could be adversely affected by any disputes We are exposed to a variety of risks, including liquidity risk, interest rate with employees. risk, credit risk, operational risk and legal risk. The effectiveness of our As of March 31, 2012, IIFL Group employed 13,749 full-time employees. risk management is limited by the quality and timeliness of available data. Currently, none of our employees are members of any labor union. While Our hedging strategies and other risk management techniques may not be we believe that we maintain good relationships with our employees, there fully effective in mitigating our risks in all market environments or against can be no assurance that we will not experience future disruptions to our all types of risk, including risks that are unidentifi ed or unanticipated. operations due to disputes or other problems with our work force, which Some methods of managing risks are based upon observed historical may adversely affect our business and results of operations. market behaviour. As a result, these methods may not predict future risk 41. High levels of customer defaults could adversely affect our business, exposures, which could be greater than the historical measures indicated. fi nancial condition and results of operations. Other risk management methods depend upon an evaluation of information We are subject to customer default risks including default or delay in regarding markets, customers or other matters. This information may repayment of principal or interest on our loans. Customers may default on not in all cases be accurate, complete, up-to-date or properly evaluated. their obligations to us as a result of various factors including bankruptcy, Management of operational, legal or regulatory risk requires among other lack of liquidity, lack of business and operational failure. If borrowers things, policies and procedures properly to record and verify a number fail to repay loans in a timely manner or at all, our fi nancial condition of transactions and events. Although we have established these policies and results of operations will be adversely impacted. and procedures, they may not be fully effective. 42. Signifi cant fraud, system failure or calamities could adversely impact Our future success will depend, in part, on our ability to respond to our business. new technological advances and emerging banking and housing fi nance We seek to protect our computer systems and network infrastructure from industry standards and practices on a cost-effective and timely manner. physical break-ins as well as fraud and system failures. Computer break- The development and implementation of such technology entails signifi cant ins and power and communication disruptions could affect the security of technical and business risks. There can be no assurance that we will be information stored in and transmitted through our computer systems and able to successfully implement new technologies or adapt its transaction network infrastructure. We employ security systems, including fi rewalls and processing systems to customer requirements or emerging market standards. password encryption, designed to minimize the risk of security breaches. 37. Our Business is dependent on relationships established through Although we intend to continue to implement security technology and our branches with our clients; any events that harm these relationships establish operational procedures to prevent fraud, break-ins, damage and including closure of branches or the loss of our key branch personnel failures, there can be no assurance that these security measures will be may lead to decline in our revenue and profi ts. adequate. A signifi cant failure of security measures or operational procedures Our business is dependent on the key branch personnel who directly could have a material adverse affect on our business and our future fi nancial manage client relationships. We encourage dedicated branch personnel performance. Although we take adequate measures to safeguard against to service specifi c clients since we believe that this leads to long-term system-related and other frauds, there can be no assurance that it would client relationships, a trust based business environment and over time, be able to prevent frauds. better cross-selling opportunities. While no branch manager or operating We are exposed to many types of operational risks, including the risk of group of managers contributes a meaningful percentage of the business, fraud or other misconduct by employees and unauthorized transactions by the business may suffer materially if a substantial number of branch employees. Although we have been careful in recruiting all our employees, managers either become ineffective or leave the organization. Such an we have in the past been held liable for the fraudulent acts committed event could be detrimental to our business and profi ts. by our employees adversely impacting our business. Our reputation could 38. Our Company is exposed to many operational risks which could be adversely affected by signifi cant frauds committed by employees, materially impact our business and results of operations. customers or outsiders. Our Company is exposed to many types of operational risks. Operational 43. We depend on the accuracy and completeness of information about risk can result from a variety of factors, including failure to obtain proper customers and counterparties which may adversely affect our reputation internal authorizations, improperly documented transactions, failure of and business. operational and information security procedures, computer systems, In deciding whether to extend credit or enter into other transactions with software or equipment, fraud, inadequate training and employee errors. customers and counterparties, we may rely on information furnished to We attempt to mitigate operational risk by maintaining a comprehensive us by or on behalf of customers and counterparties, including fi nancial system of internal controls, establishing systems and procedures to monitor statements and other fi nancial information. We may also rely on certain transactions, maintaining key back-up procedures, undertaking regular representations as to the accuracy and completeness of that information contingency planning and providing employees with continuous training. and, with respect to fi nancial statements, on reports of independent auditors. Any failure to mitigate such risks could adversely affect our business and For example, in deciding whether to extend credit, we may assume that results of operations. a customer’s audited fi nancial statements conform to generally accepted 39. Our Promoter has signifi cant control in our Company, which will accounting principles and present fairly, in all material respects, the fi nancial enable them to infl uence the outcome of matters submitted to shareholders condition, results of operations and cash fl ows of the customer. Our for approval, and their interests may differ from those of other holders fi nancial condition and results of operations could be negatively affected by of Equity Shares. relying on fi nancial statements that do not comply with generally accepted As on June 30, 2012, our Promoter directly holds 98.87 % of the paid up accounting principles or other information that is materially misleading. share capital and has the ability to control our business including matters Moreover, we have implemented KYC norms and other measures, to relating to any sale of all or substantially all of our assets, the timing and prevent money laundering. In the event of ineffectiveness of these norms distribution of dividends and the election or termination of appointment and systems, our reputation, business and results of operations may be of our offi cers and directors. This control could delay, defer or prevent a adversely affected. change in control of our Company, impede a merger, consolidation, takeover 44. Inaccurate appraisal of credit may adversely impact our business or other business combination involving our Company, or discourage a We may be affected by failure of employees to comply with internal

38 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” procedures and inaccurate appraisal of credit or fi nancial worth of our should be evaluated independently of any other rating. These ratings are clients. Inaccurate appraisal of credit may allow a loan sanction which not a recommendation to buy, sell or hold securities and investors should may eventually result in a bad debt on our books of accounts. In the event take their own decisions. Please refer to page 9 of the Prospectus for the we are unable to check the risks arising out of such lapses, our business rationale for the above ratings. and results of operations may be adversely affected. 50. Our Company may raise further borrowings and charge its assets 45. We have entered into a number of related party transactions and after receipt of necessary consents from its existing lenders. may continue to enter into related party transactions, which may involve Our Company may, subject to receipt of all necessary consents from confl ict of interest. its existing lenders and the Debenture Trustee to the Issue, raise further We have entered into a number of related party transactions, within the borrowings and charge its assets. Our Company is free to decide the meaning of AS 18 as notifi ed by the Companies (Accounting Standards) nature of security that may be provided for future borrowings. In such a Rules, 2006. Such transactions may give rise to current or potential confl icts scenario, the Bondholders will rank pari passu with other creditors and of interest with respect to dealings between us and such related parties. to that extent, may reduce the amounts recoverable by the NCD holders Additionally, there can be no assurance that any dispute that may arise upon our Company’s bankruptcy, winding-up or liquidation. between us and related parties will be resolved in our favour. For further 51. You may be subject to Indian taxes arising on the sale of the NCDs. details, please refer to statement of related party transactions in “Financial Sales of NCDs by any holder may give rise to tax liability in India, as Statements - Signifi cant Accounting Policies and Notes to Accounts on discussed in section entitled “Statement of Tax Benefi ts” on page 45 of the Reformatted Unconsolidated Financial Statements (Annexure 13)” the Prospectus. beginning on page 106. 52. There is no active market for the NCDs on the WDM segment of Risks pertaining to this Issue the stock exchanges. As a result the liquidity and market prices of the 46. We are required to create a debenture redemption reserve equivalent NCDs may fail to develop and may accordingly be adversely affected. to 50% of the value of the NCD offered through this Issue and we may There can be no assurance that an active market for the NCDs will not have access to adequate funds to redeem the full quantum of the develop. If an active market for the NCDs fails to develop or be sustained, NCDs at the closure of the redemption period the liquidity and market prices of the NCDs may be adversely affected. Section 117C of the Companies Act states that any company that intends The market price of the NCDs would depend on various factors inter to issue debentures must create a debenture redemption reserve to which alia including (i) the interest rate on similar securities available in the adequate amounts shall be credited out of the profi ts of the Company market and the general interest rate scenario in the country,(ii) the market until the debentures are redeemed. The Department of Company Affairs, for listed debt securities, (iii) general economic conditions, and, (iv) our Government of India, through their circular no. 9/ 2002 has mandated fi nancial performance, growth prospects and results of operations. The that an NBFC registered with the RBI shall be required to create a aforementioned factors may adversely affect the liquidity and market “debenture redemption reserve” (“DRR”) of a value equivalent to 50% of price of the NCDs, which may trade at a discount to the price at which the debentures offered through a public issue. The DRR is funded from a you purchase the NCDs and/or be relatively illiquid. company’s profi ts every year. Since the value of the reserve is required to 53. Our Company has been in violation of one of the covenants contained be only 50% of the cumulative value of the NCDs on offer, we may not relating to one of our prior debenture issues. have adequate funds to redeem the NCDs at the close of the redemption Our Company has been in violation of the maximum permissible gearing period, which may adversely affect your rights and profi tability. (i.e. Total Debt/ Total Networth) as prescribed under the offer document for 47. Changes in interest rates may affect the price of our NCDs. issue of Secured Redeemable Non-Convertible Debentures issued on April All securities where a fi xed rate of interest is offered, such as our NCDs, 20, 2010, during the Financial Year 2011-2012. Our Company’s gearing are subject to price risk. The price of such securities will vary inversely had grown upto 2.9 times during the FY 2011-12 as against maximum with changes in prevailing interest rates, i.e. when interest rates rise, permissible gearing of 2.5 times on a Consolidated and Standalone basis. prices of fi xed income securities fall and when interest rates drop, the There is no guarantee that such a violation may not happen again. In the prices increase. The extent of fall or rise in the prices is a function of event that there are similar events of default under the terms of offer the existing coupon, days to maturity and the increase or decrease in documents, it can have signifi cant consequences on our business and the level of prevailing interest rates. Increased rates of interest, which operations. frequently accompany infl ation and/or a growing economy, are likely to External Risk Factors have a negative effect on the price of our NCDs. 54. Our results of operations have been, and may continue to be, 48. You may not be able to recover, on a timely basis or at all, the full adversely affected by Indian and international fi nancial market and value of the outstanding amounts and/or the interest accrued thereon economic conditions. in connection with the NCDs. Our business is highly dependent on Indian and international markets and Our ability to pay interest accrued on the NCDs and/or the principal economic conditions. Such conditions in India include fl uctuations in interest amount outstanding from time to time in connection therewith would rates; changes in consumer spending; the level of consumer confi dence; be subject to various factors inter-alia including our fi nancial condition, housing prices; corporate or other scandals that reduce confi dence in the profi tability and the general economic conditions in India and in the global fi nancial markets, among others. International markets and economic fi nancial markets. We cannot assure you that we would be able to repay conditions include the liquidity of global fi nancial markets, the level and the principal amount outstanding from time to time on the NCDs and/or volatility of debt and equity prices and interest rates, investor sentiment, the interest accrued thereon in a timely manner or at all. infl ation, the availability and cost of capital and credit, and the degree to 49. Any downgrading in credit rating of our NCDs may affect the value which international economies are expanding or experiencing recessionary of NCDs and thus our ability to raise further debts. pressures. The independent and/or collective fl uctuation of these conditions The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] can directly and indirectly affect demand for our lending fi nance and AA-(stable)’ by ICRA for an amount of upto `5,000 million vide its letter other fi nancial products, or increase the cost to provide such products. In dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount addition, adverse economic conditions, such as declines in housing values, of upto `5,000 million vide its letter dated August 13, 2012. The rating could lead to an increase in mortgage and other home loan delinquencies of the NCDs by ICRA indicates a high degree of safety regarding timely and higher write-offs, which can adversely affect our earnings. servicing of fi nancial obligations. Such instruments carry very low credit Global fi nancial markets were and continue to be extremely volatile and risk. The modifi er “-” (minus) refl ects the comparative standing within were materially and adversely affected by a signifi cant lack of liquidity, the category. The rating of NCDs by CRISIL indicates instruments with decreased confi dence in the fi nancial sector, disruptions in the credit this rating are considered to have a high degree of safety regarding timely markets, reduced business activity, rising unemployment, declining home servicing of fi nancial obligations. Such instruments carry very low credit prices and erosion of consumer confi dence. These factors have contributed risk. The ratings provided by ICRA and/or CRISIL may be suspended, to and may continue to adversely affect our business, fi nancial condition withdrawn or revised at any time by the assigning rating agency and and results of operations.

INDIA INFOLINE FINANCE LIMITED 39 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” 55. Financial diffi culties and other problems in certain fi nancial Company’s business may be affected not only by changes in interest rates, institutions in India could cause our business to suffer and adversely changes in Government policy, taxation, social and civil unrest but also affect our results of operations. by other political, economic or other developments in or affecting India. We are exposed to the risks of the Indian fi nancial system, which in turn 60. Companies operating in India are subject to a variety of central and may be affected by fi nancial diffi culties and other problems faced by state government taxes and surcharges. certain Indian fi nancial institutions. Certain Indian fi nancial institutions Tax and other levies imposed by the central and state governments in India have experienced diffi culties during recent years. Some co-operative banks that affect our tax liability include: (i) central and state taxes and other (which tend to operate in rural sector) have also faced serious fi nancial levies; (ii) income tax; (iii) value added tax; (iv) turnover tax; (v) service and liquidity crises. There has been a trend towards consolidation with tax; (vi) stamp duty; and (vii) other special taxes and surcharges which weaker banks and NBFCs being merged with stronger entities. The problems are introduced on a temporary or permanent basis from time to time. faced by individual Indian fi nancial institutions and any instability in or Moreover, the central and state tax scheme in India is extensive and subject diffi culties faced by the Indian fi nancial system generally could create to change from time to time. For example, a new tax code is proposed adverse market perception about Indian fi nancial institutions, banks and to be introduced in the Indian Parliament. NBFCs. This in turn could adversely affect our business, our future fi nancial The statutory corporate income tax in India, which includes a surcharge performance, our shareholders’ funds and the market price of our NCDs. on the tax and an education cess on the tax and the surcharge, is currently 56. Terrorist attacks, civil unrest and other acts of violence or war 32.45 % down from 33.22 % for the fi scal year ended March 31, 2012. involving India and other countries could adversely affect the fi nancial The central or state government may in the future increase the corporate markets and our business income tax it imposes. Any such future increases or amendments may Terrorist attacks and other acts of violence or war may negatively affect affect the overall tax effi ciency of companies operating in India and may our business and may also adversely affect the worldwide fi nancial markets. result in signifi cant additional taxes becoming payable. Additional tax These acts may also result in a loss of business confi dence. In addition, exposure could adversely affect our business and results of operations. any deterioration in relations between India and its neighbouring countries 61. Financial instability in other countries could disrupt our business. might result in investor concern about stability in the region, which could The Indian market and the Indian economy are infl uenced by economic adversely affect our business. and market conditions in other countries. Although economic conditions are India has also witnessed civil disturbances in recent years and it is different in each country, investors’ reactions to developments in one country possible that future civil unrest as well as other adverse social, economic can have adverse effects on the economy as a whole, in other countries, and political events in India could have a negative impact on us. Such including India. A loss of investor confi dence in the fi nancial systems of incidents could also create a greater perception that investment in Indian other emerging markets may cause volatility in Indian fi nancial markets companies involves a higher degree of risk and could have an adverse and indirectly, in the Indian economy in general. Any worldwide fi nancial impact on our business and the market price of our NCDs. instability could also have a negative impact on the Indian economy, 57. Natural calamities could have a negative impact on the Indian including the movement of exchange rates and interest rates in India. economy, particularly the agriculture sector, and cause our business In the event that the current diffi cult conditions in the global credit to suffer markets continue or if the recovery is slower than expected or if there any India has experienced natural calamities such as earthquakes, a tsunami, signifi cant fi nancial disruption, this could have an adverse effect on our fl oods and drought in the past few years. The extent and severity of these cost of funding, loan portfolio, business, prospects, results of operations natural disasters determines their impact on the Indian economy. The and fi nancial condition erratic progress of the monsoon in 2012 affected sowing operations for .PROMINENT NOTES certain crops. Further, prolonged spells of below normal rainfall or other For details on “Prominent Notes”, please refer page no. xxvi of the Prospectus. natural calamities could have a negative impact on the Indian economy MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION thereby, adversely affecting our business. For details on “Material Contracts and Documents for Inspection”, please 58. Any downgrading of India’s debt rating by an international rating refer page no. 320 of the Prospectus. agency could have a negative impact on our business. Any adverse revisions to India’s credit ratings for domestic and international DECLARATION debt by international rating agencies may adversely impact our ability to We, the undersigned, hereby certify and declare that all relevant provisions raise additional fi nancing, the interest rates and other commercial terms at of the Companies Act, and the guidelines issued by the Government which such additional fi nancing is available. This could have a material of India and/or the regulations/guidelines issued by the Securities and adverse affect on our business and fi nancial performance, our ability to Exchange Board of India, established under Section 3 of the Securities and raise fi nancing for onward lending and the price of our NCDs. Exchange Board of India Act, 1992, as applicable, including the Securities 59. Instability of economic policies and the political situation in India and Exchange Board of India (Issue and Listing of Debt Securities) could adversely affect the fortunes of the industry Regulations,2008, have been complied with and no statement made in There is no assurance that the liberalization policies of the government the Prospectus is contrary to the provisions of the Companies Act, the will continue in the future. Protests against privatization could slow down Securities and Exchange Board of India Act, 1992 or rules made there the pace of liberalization and deregulation. The Government of India plays under, regulations or guidelines issued, as the case may be. We further an important role by regulating the policies and regulations that govern certify that all the disclosures and statements made in the Prospectus are the private sector. The current economic policies of the government may true and correct. change at a later date. The pace of economic liberalization could change Signed by the Directors of our Company and specifi c laws and policies affecting the industry and other policies Mr. Nirmal Jain; Mr. Nilesh Vikamsey; Mr. R. Venkataraman; affecting investments in our Company’s business could change as well. Ms. Pratima Ram; Mr. V K Chopra; Mr. Mahesh Narayan Singh; A signifi cant change in India’s economic liberalization and deregulation Mr. Sunil Kaul. policies could disrupt business and economic conditions in India and thereby affect our Company’s business. Date: August 27, 2012 Unstable domestic as well as international political environment could Place: Mumbai impact the economic performance in the short term as well as the long term. The Government of India has pursued the economic liberalization policies including relaxing restrictions on the private sector over the past several years. The present Government has also announced polices and For any further details, please refer to the Prospectus taken initiatives that support continued economic liberalization. The Government has traditionally exercised and continues to exercise a signifi cant infl uence over many aspects of the Indian economy. Our

40 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

TIMING FOR SUBMISSION OF APPLICATION FORM Application and any further changes to the Applications shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs, except that on the Issue Closing Date when the Applications and any further changes in details in Applications, if any, shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges. It is clarifi ed that the Applications not uploaded in the Stock Exchange Platform would be rejected. Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in this Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of suffi cient time. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, Trading Members or designated branches of SCSBs is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise. CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS In case of Applicant applying through ASBA Process in any Specifi ed Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Members of Syndicate, at the addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of the Application shall forward the Application Form to the Specifi ed Branches of SCSBs for blocking of funds. At all other places (except Specifi ed Cities, as above),the ASBA Application Forms should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members as specifi ed below: ENAM SECURITIES PRIVATE LIMITED AHMEDABAD: Marwadi Shares & Finance,9/10, Haridarshan Complex, Opp HDFC Bank,Maninagar Chaar Rasta,Maninagar,Pin:380008,. Marwadi Shares & Finance,Amazon Corporation Park,-Part 4, B/h.Navrangpura Post Offi ce,Choice Restaurant Lane,Off C G Rd,Pin:380009,. Marwadi Shares & Finance,Ast-Mangal, Nr Rajasthan Hospital, Sahibaug,Pin:380004,. BANGALORE: ENAM SECURITIES PVT LTD,10/3, GROUND FLOOR,NO.29, EMPIRE INFANTRY,INFANTRY ROAD,Pin:560001, Ph:080-40333222/3218,. BHAVNAGAR: Marwadi Shares & Finance,203-Prithvi Complex. 2nd Floor, Kalanala,Ph:0278-2433713,. BHOPAL: Kalpataru Multiplier Pvt Ltd,102- 103, Earning Point, Mandakini Chouraha Ph:0755-4276709,. Kalpataru Multiplier Pvt Ltd, 12-B, Indrapuri, Near SBI, Plant Area Branch, BHEL,Pin:462021 Ph:0755-4261959,. Kalpataru Multiplier Pvt Ltd, 134-136, Bhopal Plaza, Nr Bhopal Talkies, Hamidia Road Ph:0755-4094059,. Kalpataru Multiplier Pvt Ltd, E-3/103 Arera Colony, Near Cindrella School, Pin:462016 Ph:0755-4276724,. Kalpataru Multiplier Pvt Ltd, Hall-2, 1st Flr, Above Central Bk, GTB Complex, T T Nagar,Pin: 462001 Ph:0755-4235726,. Kalpataru Multiplier Pvt Ltd, Kalpataru House, 18 Itwara,Pin:462001 Ph:0755-4084201,. CHENNAI: ENAM SECURITIES DIRECT PVT LTD,11, VIJAY DELUX APTS., 7/4 FIRST MAIN ROAD, CIT COLONY, MYLAPORE,Pin:600004,Ph:044-39184335/4226,. Sun ‘N’ Sun Financial,357, Mint Street, 2nd Flr, Sowcarpet,Pin:600079,Ph:044-5395925,. HYDERABAD: ENAM SECURITIES DIRECT PVT LTD,6-3-650/217B & C, MAHESHWARI CHAMBERS, 2ND FLR.,SOMAJIGUDA,Pin:500082,Ph:040-39893626/30658502,. JAIPUR: Ashwani Dandia & Co,7, Gopinath Marg, New Colony,Ph:0141-2371603,. Ashwani Dandia & Co,Room No. 236, Jaipur Stock Exchange Building, Malviya Nagar,Pi n:302107,Ph:0141-2371603, 2360790,. JAMNAGAR: Marwadi Shares & Finance,433-438, Indraprasth Complex, 4th Flr.,Nr Nobat karyalay,Pancheshwar Tower Rd,Pin:361000 1,Ph:0288-2551763,. KOLKATA: ENAM SECURITIES DIRECT PVT LTD,S-205, IDEAL PLAZA, 11/1,SARAT BOSE ROAD,Pin:700020,Ph:033-32426310/30588154,. MUMBAI: ENAM SECURITIES PVT LTD,HARI CHAMBER, GROUND FLOOR, 58/64, SHAHID BHAGAT SINGH ROAD, FORT,Pin:400001,Ph:022-22677901,. ANS Pvt Ltd,A-123/124, satyam Shopping Centre, M G Rd,Ghatkopar (E),Pin:400077,Ph:022-39558604,. ANS Pvt Ltd,C/9,Satyam Shopping Centre, M G Road,Ghatkopar (E), Pin:400077,Ph:022-25104141,. NEW DELHI: ENAM SECURITIES PVT LTD,M-39, IIND FLOOR, OUTER CIRCLE,OPP.SUPER BAZAR, CONNAUGHT PLACE,Pi n:110001,Ph:011-49811200/201,. PATNA: Enam Securities Direct Pvt Ltd, C/o.Rajiv Lochan Pandey, 601B, Ashiana Plaza, Budh Marg, Patna, Pin:800001,. Ph:0612-2213117, 3251185. Gogia International,Sikender Manzil, Fraser Road,Pin:800001,Ph:0612-235153/236668,. PUNE: ENAM SECURITIES PVT LTD,1248A, ASMANI PLAZA, GROUND FLR.,GOODLUCK CHOWK, DECCAN GYMKHANA, SHIVAJI NAGAR,Pin:411004,Ph:020-25521606/406,. ENAM SECURITIES DIRECT PVT LTD,101 & 102, SILVER PRESTIGE, 1ST FLOOR, OPP. MCCIA, TILAK ROAD, SWARGATE,Pin:411002,Ph:020-30205492/93,. RAJKOT: ENAM SECURITIES DIRECT PVT LTD,308, 3RD FLOOR, TOWAR COMMERCIAL COMPLEX,JAWAHAR COMPLEX,NEAR GALAXY HOTEL,Pin:360001,Ph:0281-2226383/384,. Anil Dhulia,Saket Plaza, 1st Flr., Dr Radhakrishnan Rd,Harihar Chowk,Pin:360001,Ph:0281-2224324/2234719,. Marwadi Shares & Finance,Marwadi Financial Centre, 150 Ft Ring Road, Nr Nana Mava Main Road, Pin:360004,Ph:0281-3011195,. ANS Pvt Ltd-Arham Fin Centre,Panchnath Main Road, Harihar Chowk,Pin:360001,Ph:0281-2450745,. VADODARA: ENAM SECURITIES PVT LTD,642 FORTUNE TOWERS, SAYAJIGANJ,Pin:390005,Ph:0265-2225412,. ENAM SECURITIES DIRECT PVT LTD,GF 9, SILVERLINE TOWERS, OPP BBC TOWERS,SAYAJIGANJ,Pin:390005,Ph:0265-3026945/46,. Mukesh D Joshi,11, Payal Complex, Opp. Stock Exchange, Sayaji Gunj,Pin:390005,Ph:0265-2363838/2434,. Jhaveri Securities,136/137,Paradise Complex, Sayajigunj,Pin:390005,Ph:0265-2362027,. Kamlesh D Joshi,57/58, Payal Complex, Opp. Stock Exchange, Sayaji Gunj,Pin:390005, Ph:0265-2361183/2362057, SBICAP SECURITIES LTD Agra: SBICAP Securities Ltd C/O Sbi Main Branch, Chipitola,282001,2252079.Ahmedabad: SBICAP Securities Ltd 2nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite,380015,26764456. SBICAP Securities Ltd C/O State Bank Of India, 1St Floor, Modi Arcade, Near Rly Station, Maninagar (West),380008,25469205. Amritsar: SBICAP Securities Ltd C/O, State Bank Of India, Main Branch, Town Hall,143001,5030146.Asansol: SBICAP Securities Ltd C/O State Bank Of India,Asansol Main Branch,Bijoy Pal Sarani,713301,9641611679.Bangalore: SBICAP Securities Ltd Sbi Lho Campus Behind Spb Branch St. Marks Road,560001,32905247. SBICAP Securities Ltd Pb No-483, No-73 K R Road. Sbm Building 1St Flr, Basavangudi,560004,42103575. SBICAP Securities Ltd 1st Floor, C/O Sbi Koramangala Pbb Branch, No.472, Avs Complex, 4Th Block, Koramangala,560034,49074203.Bhavnagar: SBICAP Securities Ltd C/O State Bank Of Saurashtra - Kalanala Branch, Kalanala,364001,2520009. Bhilai: SBICAP Securities Ltd Sbi Main Branch,Sector 1,490001,0.Bhopal: SBICAP Securities Ltd State Bank Of Indore Paanchanan T T Nagar,462003,6549108.Chandigarh: SBICAP Securities Ltd C/O State Bank Of India, Main Branch, Sco 43-48, 1st Flr, Sector 17 B,160017,5079240.Chennai: SBICAP Securities Ltd Sbi Main Branch New No.84, 22 Rajaji Salai,600001,42065997. SBICAP Securities Ltd SBI Building No 2 A Prakasam Road Panagal Park T Nagar,600017,42606204. SBICAP Securities Ltd Sbi Spb Branch,Plot No.4, Teachers Colony,Indiranagar, Adyar,600020,42607565. SBICAP Securities Ltd C/O Sbi, 22,Taylors Road, Kilpauk,639001,26600030.Coimbatore: SBICAP Securities Ltd Sbi Main Branch,State Bank Road.,641018,2395711. SBICAP Securities Ltd Sbi Premises - First Floor, 451, D.B. Road, R.S.Puram,641018,4355527. Dehradun: SBICAP Securities Ltd Sbi Main Branch, 4th Convent Road,248001,2651156.Durgapur: SBICAP Securities Ltd C/O. State Bank India, Durgapur Branch, Dsp Maingate, Po Durgapur-3,713203,2588289.Ghaziabad: SBICAP Securities Ltd C/O, State Bank Of India,Navyug Marget,201001,2798891.Gurgaon: SBICAP Securities Ltd Sbicap Securites, Sbi Sushant Lok 1, B/05, Unitech Trade Centre,12209,2385365.Guwahati: SBICAP Securities Ltd C/O State Bank Of India, Dispur Branch, Opposite Assam Sachibalaya, Dispur,781006,2237594.Gwalior: SBICAP Securities Ltd C/O State Bank Of India,Basement, Main Branch ,Jiwaji Chowk, Lashkar,474001,2620727.Hyderabad: SBICAP Securities Ltd State Bank Of Hyderabad Ground Floor, Gunfoundry,500001,23321875. SBICAP Securities Ltd 1St Floor, Dmc Center, Above State Bank Of India, St. John’S Road, East Marredpally, Secunderabad,500026,40137725. SBICAP Securities Ltd C/O, State Bank Of India G O C, Koti (Lho), Bank Street,500001,24750622. Indore: SBICAP Securities Ltd State Bank Of Indore 5,Yashwant Niwas Road,452003,2547517. SBICAP Securities Ltd State Bank Of India Gpo Main Branch,452001,4036625. Jabalpur: SBICAP Securities Ltd C/O. Sbi Main Branch, Civil Lines,482001,4218261.Jaipur: SBICAP Securities Ltd C/O Sbi Special Branch, Ground Floor, Sangeneri Gate,302003,4006483. SBICAP Securities Ltd 128, A - Block, First Floor, Opp. Sbbj Bank,Ganpati Plaza, M I Road,302001,3221945.Jalandhar: SBICAP Securities Ltd C/O. State Bank Ofi ndia, Civil Lines,144001,4636317.Jammu: SBICAP Securities Ltd C/O State Bank Of India, Railway Road Branch,180001,2471118.Jamnagar: SBICAP Securities Ltd G-3, Ground Flr, Madhav Darshan Complex, Opposite Cricket Bungalow Near Limda Line,361001,2555170.Jamshedpur: SBICAP Securities Ltd Sbi, Jamshedpur Bistupur,831001,3206515.Jodhpur: SBICAP Securities Ltd C/O Sbi, Special Branch, High Court Campus, Kachauri,342001,2546546.Kanpur: SBICAP Securities Ltd Sbi, Main Branch Campus, Zonal Offi ce,16/101 Civil Line Mall Road,208001,2333571.Kochi: SBICAP Securities Ltd Sbi Shanmugham Rd. Branch 2nd Floor, Ktdc Bldg, Ernakulam,682031,3248745.Kolkata: SBICAP Securities Ltd Sbi Main Branch Sammriddi Bhavan 3rd Floor, 1- Strand Road,700001,22481729. SBICAP Securities Ltd State Bank Of India Jeevandeep Bldg,Ground Floor Middleton Street,700071,22886604. SBICAP Securities Ltd C/O Sbi, 50 A, Gariahat Road, Ballygunge,700019,0. SBICAP Securities Ltd C/O—State Bank Of India,Bikash Bhavan Goc.Ground Floor.Sector-Ii,Saltlake,700091.Kota: SBICAP Securities Ltd Kota Main Branch, Chhawani Chouraha,324007,2390147.Lucknow: SBICAP Securities Ltd C/O State Bank Of India, 2/103 Vijay Khand First Flr, Gomti Nagar,226010,2303261. SBICAP Securities Ltd INDIA INFOLINE FINANCE LIMITED 41 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

C/O Sbi Govt.Business Branch Moti Mahal Marg Behind K.D.Singh Babu Stadium Hajrath Ganj,226001,3202184.Ludhiana: SBICAP Securities Ltd Sbi, 1St Floor Fountain Chowk Civil Lines,141001,5025634.Madurai: SBICAP Securities Ltd C/O State Bank Of India, Number - 7A, West Veli Street, Opposite Railway Station,625001,4506404. Mangalore: SBICAP Securities Ltd C/O Sbi, Mangalore Main Branch, Port Road, P.B.No-90,575011,4265361.Mumbai: SBICAP Securities Ltd State Bank Of India M.G.Road Ghatkopar East,400077,25020964. SBICAP Securities Ltd C/O Sbi Nri Branch, Maker Chambers -3, Ground Floor, Nariman Point,400021,22040238. SBICAP Securities Ltd Sbi Admin Building Compound, Madam Cama Rd., Nariman Point,400021,22023214. SBICAP Securities Ltd C/O Sbi Spb Branch, Mumbai Samachar Marg, Gate No 7, Horniman Circle, Fort,400001,32660216. SBICAP Securities Ltd 2nd Flr, C Wing, Mafatlal Chambers, N.M Joshi Marg, Lower Parel,400013,42273451. SBICAP Securities Ltd C/O Sbi Jvlr Branch, Ground Floor,Juhu Versova Link Road, Andheri (W),400053,26707887.Mysore: SBICAP Securities Ltd C/O State Bank Of India, Mysore Main Branch,P.B.No-204, Motikhana Building, New Sayaji Rao Road,570024,2435866.Nagpur: SBICAP Securities Ltd C/O Sbi Seva Sadan Branch, 75 Moti Mohan Complex Seva Sadan Chowk, C.A.Road,440018,3257729.Nashik: SBICAP Securities Ltd C/O Sbi Spbb Br., Plot No. 56 ,Opp. Wadnagare Bhavan, Thatte Wadi, College Road,422005,2232152. New Delhi: SBICAP Securities Ltd Sbi Spb Branch11, Parliament Street,110001,23744235. SBICAP Securities Ltd State Bank Of India Personal Banking Branch, A-15 Hauz Khas,110016,26511104. SBICAP Securities Ltd 9, New Rajdhani Enclave, Swasthya Vihar,Nr Preet Vihar Metro Station,110092,45108482. SBICAP Securities Ltd C/O, State Bank Of India, E-2/28, Sector-7, Rohini,110085,27055815.Noida: SBICAP Securities Ltd C/O State Bank Of India, Sector-26,201301,2532133.Panaji: SBICAP Securities Ltd Sbi, Panaji Main Branch Dayanand Bandodkar Marg Near Hotel Mandovi,403001,3253886.Panchkula: SBICAP Securities Ltd C/O State Bank Of India,Sco - 14, Sector 10,140109,4010507.Patiala: SBICAP Securities Ltd State Bank Of Patiala Mall Road, The Mall Near Sherawala Gate, Demat Section,147001,5013356.Patna: SBICAP Securities Ltd C/O State Bank Of India ,Spb Gandhi Maidan,Biscoman Bhavan,800001,3260943.Pondicherry: SBICAP Securities Ltd 164, Kamraj Salai, 1St Flr, Above Sbi Adb Branch,605013,4304236.Pune: SBICAP Securities Ltd State Bank Of India Deccan Gymkhana Branch J.M.Road, Deccan Gymkhana,411004,25539399. SBICAP Securities Ltd C/O Sbi Bund Garden Branch, Grale 171/B, 1St Floor, Dp Road,411001,30221091.Raipur: SBICAP Securities Ltd C/O State Bank Of India,Kutchery Branch,Kutchey Chowk,492001,4075329.Salem: SBICAP Securities Ltd Sbi Siruthozhil Branch Bank House,No. 68 Cherry Road,636007,4031780.Shimla: SBICAP Securities Ltd C/O State Bank Of India, New Building, 2Nd Floor, The Mall,171003,2652726.Surat: SBICAP Securities Ltd 1/580, Pore Street, Nanpura, Opp Sbi,395001,2464888.Thiruvananthapuram: SBICAP Securities Ltd First Floor, State Bank Of Travancore Building, Sasthamangalam,695010,6454296.Tiruchirappalli: SBICAP Securities Ltd C/O, State Bank Of India, Micr Center, Ground Flr, Asha Arcade, 73 Promenade Road, Cantonment,620001,4002818.Udaipur: SBICAP Securities Ltd C/O Sbi, Main Branch, 23/C Madhuban,313001,2420150. Vadodara: SBICAP Securities Ltd Sbi, Alkapuri, R.C.Dutt Road,390007,6535747. SBICAP Securities Ltd C/O. Sbi Mandvi Main Branch, Opp Jamnabhai Hospital, Mandvi,390001,2516422. SBICAP Securities Ltd C/O. Sbi Makarpura I.E. Branch, Vcci Building, Makarpura,390010,2632533.Varanasi: SBICAP Securities Ltd C/O State Bank Of India, Bhelupur Branch,221010,22277558.Vijayawada: SBICAP Securities Ltd Sbi ,Governorpet Branch Ali Begh Street Governorpet,520002,2577887.Visakhapatnam: SBICAP Securities Ltd C/O SBI Main Branch, Demat Section, Opposite Jail Road Junction, Near Redham Gardens,530002,9949324544 EDELWEISS BROKING LIMITED Ahmedabad: Edelweiss Broking Limited; Edelweiss House,2nd Floor, Nr. Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009 Tel: 079 4001 9822 Bangalore: Edelweiss Broking Limited; ASWAN, 15/6 Ground Floor Prime Rose Road Bangalore – 560001, Tel: 080 42471113 Hyderabad: Edelweiss Broking Limited; 2nd fl r, MB Towers, Plot no.5, Road no.2, Banjara Hills, Hyderabad-500016 Tel: 040 - 40316911 Indore: Edelweiss Broking Limited; 312, D M Tower, Race course road, Indore - 452001 Tel: 0731-4061164 Jaipur: Edelweiss Broking Limited; 601/602, 6th fl oor, Green House, Ashok Marg, C Scheme, Jaipur 302001 Tel: 0141-4045167 Kolkata: Edelweiss Broking Limited; 2nd Floor, Savitri Towers3A Upper wood street Kolkata - 700017 Tel: 033- 40104635 Mumbai: Edelweiss Broking Limited; 101,1st Floor, 12 New Bake House, Opp Maharashtra State Co-op Bank, Nr Old Karvy offi ce. Fort Mumbai 400001 Tel: 022-67494580/81 Edelweiss Broking Limited; 104, 1st fl r, P J towers Stock Exchange Bldg, Fort, Mumbai- 400001 Tel: 022-67471342/45 Edelweiss Broking Limited; Atlantic Commercial Tower, RB Mehta Road, Nr. Patel Chowk, Ghatkopar East, Mumbai-400077 Tel: 022-25012611/12 Edelweiss Broking Limited; Bindu Shopping Centre, Grd Flr, Besant Street, Tilak Road, Nr. St Santacruz West, Mumbai-400054 Tel: 022-26485953/84 Edelweiss Broking Limited; Shop No 10, Sucheta Enclaves, Maharashtra Lane, Off L. T Road Borivali (W) Mumbai-92 Tel: 022-28914367 New Delhi: Edelweiss Broking Limited; 603 6th Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi-110001 Tel: 011- 4283 0006 Pune: Edelweiss Broking Limited; 1184, Unit No 3, 1st Floor, Gokul Building, F C Road, Pune - 411005 Tel: 020-6605 6672 Surat: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002. Tel: 0261-2460537 TRUST FINANCIAL CONSULTANCY SERVICES PVT. LTD. AHMEDABAD: Trust Financial Consultancy Services Pvt. Ltd.,006, Ground Floor,Sakar – IV, Opp. Town Hall,Ellis Bridge,Ashram Road,Ahmedabad – 380 009.Ph no: +91 79 30008161Fax: +91 79 40063606 BANGALORE: Trust Financial Consultancy Services Pvt. Ltd., 910, 9th fl oor, Prestige Meredian - I, M.G. Road, Bangalore - 560 001, Ph no: +91 80 42 622 115,Fax no: 80 42 622 118 BHARUCH: Trust Financial Consultancy Services Pvt. Ltd., Bunglow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch- 392002, Ph no.: 02642 247383, fax: 02642 246918 CHENNAI: Trust Financial Consultancy Services Pvt. Ltd., 312 (old No.151) 7A, 7th Floor, Gee Gee Emerald, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034, Tamil Nadu, Ph no: +91 44 43535856, Fax: +91 44 43535857 HYDERABAD: Trust Financial Consultancy Services Pvt. Ltd., 511, Aditya Trade Centre, Ameerpeth, Hyderabad - 500038, Ph no: (040) 66846061;Fax: (040) 66846064 KOLKATA: Trust Financial Consultancy Services Pvt. Ltd., 230A, A.J.C. Bose Road, Chitrakoot Building, Room No. 64, Kolkata 700020, Ph no: +91 33 4084 5000, FAX: +91 33 4084 5052 MUMBAI: Trust Financial Consultancy Services Pvt. Ltd., 1101, Naman Centre, G-block, bandra kurla complex, Bandra (east), mumbai - 400051, Phone no:022-40845000, Fax no: 022-40845007/66 NEW DELHI: Trust Financial Consultancy Services Pvt. Ltd., 1001-Surya Kiran Building, 19-Kasturba Gandhi Marg |C. P. New Delhi 110001, Ph no: +91 11 43554045/ 46, Fax no: 11 43554099 PUNE: Trust Financial Consultancy Services Pvt. Ltd., 521, Sterling Centre, M.G.Road, Camp, Opp.Hotel Aurora Towers, Pune-411001, Phone No.020- 66027172, Fax No.020-66013823. INDIA INFOLINE LIMITED AGRA : 34/2, 1St Floor, Above Agra Colour Lab, Opposite Soor Sardan, Sanjay Place, AGRA 282002 ; 562 ; 2520798. AHMEDABAD : 4Th Floor, High Street I, Above Promart Mall, Law Garden Cross Road, AHMEDABAD 380006 ; 79 ; 39874071. Ahmedabad : GIGANTIC Securities Ltd. 212, Dhiraj Avenue,Opp. Chhadawd Police Chowki,Ambavadi AHMEDABAD 380006 ; 79 ; 30615555-56. AJMER : ONKAR BHAWAN,ABOVE ALLAHABAD BANK, KUTCHERY ROAD, AJMER 305001 ; 145 ; 3054600. ALLAHABAD : Rajeshwari Complex 207/53, MG Marg, Civil Lines Allahabad 211001 ; 532 ; 3018350. ALWAR : ALWAR SADAFAL TOWER,SHREE SADAFAL TOWER, 1ST FLOOR, ROAD NO2, SCHEME NO-1 ALWAR 301001 ; 144 ; 2704920. AMBALA : MINERVA COMPLEX, RAI MARKET, 3rd fl oor,above big bazaar AMBALA CANTT AMBALA 133001 ; 171 ; 4000329. AMRITSAR : 202,203, 2nd Floor, Sony Tower, 5 Lawrence Raod, AMRITSAR 143001 ; 183 ; 2400043. AURANGABAD : 3rd Floor, Malpani-Oberoy Tower,Opp. Govt. Milk Dairy, JalanaRoad AURANGABAD 431005 ; 240 ; 2363796. BANGALORE : #31/9, Krimson Square, 4th Floor, Above Vishal Mega Mart, Rupena Agrahara Hosur Main Road BANGALORE 560068 ; 80 ; 4,26,18,222. BAREILLY : C-1, 1st Floor, Avadh Plaza, Izat Nagar Yozna Janakpuri, Janakpuri, Pilibhit Road BAREILLY 243001 ; 581 ; 2301523. BELGAUM : Shop No F3,1st Floor, Sunrise Square,Saraf Colony, Khanapur Road, Tilakwadi, BELGAUM 580006 ; 831 ; 4209201/ 4209200. BHARUCH : 246, 2nd Floor Aditya Complex, Near Kasak Circle. BHARUCH 392002 ; 2642 ; 308658. BHATINDA : Bhupindra Floor Mill, Ground Floor Near Amar Hospital, Railway Road BHATINDA 151001 ; 164 ; 6547390. BHAVNAGAR : 101,102, Sterling Centre, Above Kotak Mahindra Bank Waghwadi Road BHAVNAGAR 364001 ; 278 ; 3003140. BHILAI : Bhillai Nehru Nagar Sqaure,1st Floor, Block C Grace Plaza,19-Priyadarshini Parisar,Nehrunagar Square BHILAI 490020 ; 788 ; 4082501. BHOPAL : MALVIYA MKT, 2nd Floor, 47-A, Malviya Nagar, Above VLCC Centre, New Market BHOPAL 462003 ; 755 ; 4064062. BHUBANESWAR : 1st Floor, Somi Palace,M 5/17,Acharya Vihar,M 5/17,Acharya Vihar, BHUBANESWAR 751013 ; 674 ; 2376407/428. BILASPUR : Land Mark Complex,Shop No. 316-317 Land Mark Complex,Carbla Road,Bus Stand Bilaspur BILASPUR 495001 ; 7752 ; 413820. BOKARO : GE -11.Ground Floor, City Centre, Sector 4 Bokaro Steel City BOKARO STEEL CITY 827004 ; 6542 ; 9234300102/9234301391. CHANDIGARH : Sco 3015/3016 2nd fl oor, opp. Kisan bhawan sector 22 d chandigarh CHANDIGARH 160022 ; 172 ; 46,40,525. CHENNAI : INDIA INFOLINE TOWER,No.143, M.G.R. ROAD,PERUNGUDI, Perungudi CHENNAI 600096 ; 44 ; 43982500. COIMBATORE : No 657, 3rd & 4th Floor, Tri Star Tower, Avanashi Road COIMBATORE 641037 ; 422 ; 4514323/4514324/4514325. DEHRADUN : 27B. 1st Floor, Above L.G. showroom Rajpur Road DEHRADUN 248001 ; 135 ; 2710421. DURGAPUR : 2ND Floor, SURESH MANSION NACHAN ROAD, OPP:QUISOR HOTEL,BENACHITY, DURGAPUR 700013 ; 343 ; 2588777. FARIDABAD : INDIAINFOLINE LTD SCF-62-63 1ST FLOOR SEC-15 MAIN MARKET FARIDABAD FARIDABAD 121001 ; 129 ; 4294903. GHAZIABAD : 8, Advocate Chambers,Second Floor, RDC Raj Nagar , GHAZIABAD 201001 ; 120 ; 4335592. GURGAON : 101, Vipul Agora Next to sahara Mall, MG Road GURGAON 122002 ; 124 ; 4754635. GUWAHATI : G S Tower, 4th fl oor,Near Himatsingkha Petrol Pump, A.T.Road, GUWAHATI 781001 ; 361 ; 2732401. GWALIOR : Gwalior Basant Vihar,Ground Floor D1 Basant Vihar GWALIOR 474007 ; 751 ; 4034601. HUBLI : 1st Floor, Sona Chambers Club Road HUBLI 580023 ; 836 ; 6453966 / 4263404. HYDERABAD : 1st Floor, Sanjar Plaza,Beside Andhra Bank, Opp. Air port Road Prakash nagar,Begumpet BANJARA HILLS 500016 ; 40 ; 4040064517. INDORE : 415A, City Centre 4th Floor, 570 M G Road INDORE 452001 ; 731 ; 4216104. JAIPUR : 5th Floor, City Mall, Bhagwandas Road, M I Road, Bhagwandas Road, M I Road, JAIPUR 302001 ; 141 ; 3063301. JALANDHAR : 34, Apex Tower, Above Standard Chartered BkNear Delta Chamber, GT RoadNear Delta Chamber, GT Road JALANDHAR 144001 ; 181 ; 4614876. JAMSHEDPUR : 1st Floor, Tiwari Bechar ComplexMain road,Main road, Bistupur, Jamshedpur JAMSHEDPUR 831001 ; 657 ; 2443815/18/19. JODHPUR : 202, 2nd Floor, Shree Plaza,Above Bank of Baroda, Jaljog Choraha,Above Bank of Baroda, Jaljog Choraha, Sardarpura JODHPUR 342001 ; 291 ; 5101824. JUNAGADH : Offi ce No 16 To 20, 3Rd Floor, Mary Gold,Near Motibaug Near Motibaug Opp. Raijibaug JUNAGADH 362001 ; 285 ; 2670614. Kanpur : GIGANTIC Securities Ltd., 15/240-I, Civil Lines Kanpur 208001 ; 512 ; 6711027. KANPUR : 14/113, Civil Lines513-14, KAN Chamber513-14, KAN Chamber Near UP Stock Exchange KANPUR 208001 ; 512 ; 3919000. KOCHI : 39/2579F, 3rd Floor,Sana TowersSana Towers E Josh Junction, KOCHI 682036 ; 484 ; 6060703. KOLHAPUR : C. S. No-1089, E Ward 2nd Floor, Anand Plaza Near ICICI Bank , Anand Plaza Near ICICI Bank , Rajaram Road Rajarampuri KOLHAPUR 416008 ; 231 ; 2667455. KOLKATA : 1,Shakespeare Sarani,AC Market,AC Market, 5th

42 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Floor,ZO, KOLKATA 700071 ; 33 ; 64608206. KOTA : JANAK DEEP COMPLEX KOTRI ROAD,GUMANPURAKOTRI ROAD,GUMANPURA KOTA 324007 ; 744 ; 2391686. KOTTAYAM : 3rd Floor, Y.M.C.A Road KOTTAYAM 686001 ; 481 ; 3918080. LUCKNOW : IIFL, offi ce no. 702, 7th Floor,Ratan SquareVidhan Sabha Marg, Vidhan Sabha Marg, Opp Bapu Bhawan, LUCKNOW 226001 ; 522 ; 3914478/ 3010790. LUDHIANA : 1st Floor,Offi ce no.-102A,San Plaza BuildingSco 15,feroz gandhi MarketSco 15,feroz gandhi Market Ludhiana LUDHIANA 141001 ; 161 ; 9988362001/0161-4675370. MADURAI : No.55, Second FloorSecond Floor East Veli Street MADURAI 625001 ; 452 ; 4382749/4243180. MANGALORE : No 18,19 &20 ,Manasa Towers,2nd Floor, M.G.Road2nd Floor, M.G.Road MANGALORE 575003 ; 824 ; 6452040/42/41/43/9243604129. MEERUT : 2nd Floor,Above HDFC Bank ,Above HDFC Bank , 381, Western Kutchery Road MEERUT 250002 ; 121 ; 4016777. MORADABAD : F -22 & F-23, 1st Floor,Chadha ComplexG M D RoadG M D Road MORADABAD 244001 ; 591 ; 2410763/64. MUMBAI : India Infoline Ltd,Off No-1A, Building No 105,Opp. Bharat House Mumbai Samachar Marg,Fort, Mumbai 400001. MUMBAI 400001 ; 22 ; 9167997481. BORIVALI : Offi ce No 1, Ramji Residency, 1st Floor,Behind Dream House CHS, Chandavarkar RoadBehind Dream House CHS, Chandavarkar Road Boriwali (W) Borivali (W) 400092 ; 22 ; 28913400/28926481/28932596/28921156/28901233. MALAD : 228-232, 2nd Floor, Linkway EsatatesLink Road- Chincholi Bunder RoadLink Road-Chincholi Bunder Road Malad West MALAD 400064 ; 22 ; 8710619/28710273/28710272/28710617/28710615. THANE : SUN INFOTEC PARK,B-23 RD NO-16V,MIDC Thane Industrial estateWAGLE ESTATEWAGLE ESTATE Thane West THANE 400604 ; 22 ; 39294000/ 41035000/ 25806650. VILE PARLE : C-44,Gr Flr, Shyam Kamal,C Wing, Agrawal Mkt,C Wing, Agrawal Mkt, Vile Parle (E) Vile Parle (E) 400057 ; 22 ; 26151007/ 26121295 / 26114371. MYSORE : Jayalakshmi Arched, #368, N.S.RaodK.R.MohallaK.R.Mohalla MYSORE 570024 ; 821 ; 6453811 / 4004050. NAGPUR : Ground & First Floor, Gandhi Statue SquareC.A. RoadC.A. Road NAGPUR 440001 ; 712 ; 3918770. NASIK : Viraj Corner, Offi ce No 10 & 11, Canada Corner NASIK 422605 ; 253 ; 3024600. NAVSARI : Shop No 1-3, Premanand ComplexLuncikuiLuncikui NAVSARI 396445 ; 2637 ; 9228012161. NEW DELHI : 71/3 , Najafgarh RoadIndustrial Area , New DelhiIndustrial Area , New Delhi NEW DELHI 110015 ; 11 ; 49315000. NEW DELHI : 201, 2nd Floor, Ashoka Estate24, Barakhamba Road24, Barakhamba Road Connaught Place NEW DELHI 110001 ; 11 ; 41519161-65. NOIDA : Noida Sector 18 UGF-4 UGF-4, OCEAN PLAZA,SECTOR-18SECTOR-18 Noida 201301 ; 120 ; 4321826. PANAJI : NO.1/3, ALFRAN PLAZA 3rd FLOORNEAR DON BASCO SCHOOLNEAR DON BASCO SCHOOL M.G.ROAD PANAJI PANJIM 403001 ; 832 ; 2220011. PATIALA : 2nd Floor,SCO 25, New Leela Bhawan,Income Tax Raod,Income Tax Raod, PATIALA 147001 ; 175 ; 3071020. PATNA : 2n Floor,Block A ,Ashiana ChamberAshiana Chamber Exhibition road PATNA 800001 ; 612 ; 3919120/21. PONDICHERRY : Raj Complex, No 51B,1st FloorNo 51B,1st Floor Mission Street, Near ICICI Bank PONDICHERRY 605001 ; 413 ; 4308005/4308006/4210008. PUNE : Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Paud RoadPlot No 1, Paud Road Kothrud, PUNE 411038 ; 20 ; 41045800. RAIPUR : 1st Floor, Nagdev Plaza, Kachahari ChowkKachahari Chowk RAIPUR 492001 ; 771 ; 4211666. RAJKOT : 2nd Floor, Millenium Square, Opp Hotel Royal Inn, Opp Hotel Royal Inn, Phul Chab Chowk RAJKOT 360001 ; 281 ; 3985201. RANCHI : 1st fl oor,Rohini complexcirculer roadcirculer road Lalpur RANCHI 834001 ; 651 ; 2560706/26. ROHTAK : Shop No 1, Munjal Complex,2nd Floor, Delhi Road2nd Floor, Delhi Road Above AXIS Bank ROHTAK 124001 ; 1262 ; 258013. ROURKELA : 2nd Floor,Hotel Nidhi Complex,Power House Road,Power House Road, ROURKELA 769001 ; 661 ; 2449024. SALEM : A.V. K. Arcade210,211 Omalur MainRoad210,211 Omalur MainRoad Opp to New Busstand SALEM 636004 ; 427 ; 4554105. SAMBALPUR : 1st Floor, Hari Omm ComplexNear Over BridgeNear Over Bridge Fatak SAMBALPUR 768004 ; 663 ; 2532050. SILIGURI : City Plaza, Sevoke Road,Sevoke Road, Opp Payal Cinema, SILIGURI 734401 ; 353 ; 2640656/57. SURAT : Shop no. S-72/73/74/75, Silicon Shoppers,Udhna Main Road, Nr. Paper Mill,Udhna Main Road, Nr. Paper Mill, Udhna SURAT 395002 ; 261 ; 4030801. THIRUVANANTHAPURAM : TC-15/69/2, Elankom GardensVellayambalamVellayambalam Thiruvanathapuram TRIVANDRUM 695010 ; 471 ; 4011245. THRISSUR : 3rd fl oor West Fort TowerWest FortWest Fort THRISSUR 680001 ; 487 ; 6060708. VADODARA : SF- 1, Savoy, 2nd FloorOpp. Bayer ABS TowersOpp. Bayer ABS Towers Old Padra Main Road VADODARA 390007 ; 265 ; 66,19,501. VAPI : 201, K.P. Tower,Near Vapi Railway Station,Near Vapi Railway Station, Silvassa Road VAPI 396195 ; 260 ; 3012063. VARANASI : C-27/277A1 M, Mandal PlazaA1 M, Mandal Plaza Maldahiya, Station Road, VARANASI 221001 ; 542 ; 3268005. Varanasi : GIGANTIC Securities Ltd., Shop No. 8 & 9, Laxmi Cimena, Campus,Mehmoorganj, Varanasi VARANASI 221010 ; 542 ; 2360270. VIJAYAWADA : Plot No:22, 2nd FloorRUMR Plaza, Opp: KIMS Hospital,Polyclinic RoadRUMR Plaza, Opp: KIMS Hospital,Polyclinic Road Muncipal Employees Colony VIJAYAWADA 520010 ; 866 ; 6518789. VISAKHAPATNAM : Shop No.6,Soviet Complex,Sector- 1,Ukkunagaram,Sector-1,Ukkunagaram, Steel Plant VISHAKAPATNAM 530032 ; 891 ; 6576661. Burdwan : 70, G.T. ROAD, ASANSOL,PO + PS + Subdivision ,ASANSOL,PO + PS + Subdivision , Asansol, Dist. Burdwan, BURDWAN 713303 ; 342 ; 2221407. Bhagalpur : 1st Floor,Angar Complex, Patel Babu RoadBhagalpurBhagalpur BHAGALPUR 812002 ; 641 ; 2301637/44. Roorkee : 16, Civil Lines,Shri Ashadeep Complex, Near Income Tax Offi ceShri Ashadeep Complex, Near Income Tax Offi ce ROORKEE 247667 ; 1332 ; 271360. PANCHKULA : PANCHKULA-SCO 37 1st fl oorsector 11sector 11 PANCHKULA 134109 ; 172 ; 4004160. Haldwani : B4 & B5, 1st Floor,Pal Complex, Bareilly RoadPal Complex, Bareilly Road Haldwani (Nainital) HALDWANI 263139 ; 5946 ; 252555-254544 RR EQUITY BROKERS PRIVATE LIMITED New Delhi: 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62 New Delhi: 105, Anchal Plaza,Nelson Mandela Road Vasant Kunj,New Delhi-110070, 011-26891262,26134764 New Delhi: 105, Pratap Bhawan , Bahadur Shah Zafar Marg, New Delhi - 110001 011- 49505500,41509018 New Delhi: 118, Gagandeep Building, Rajendra Place , New Delhi- 110008 011- 25764872,41538956 Delhi: 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011-42421238-39, 49504400 Delhi: Shop No. 24, FD Market, Near Madhuban Chowk, Pitampura Delhi - 110034 011 - 27311419 New Delhi: N-24 - 25, Connaught Place, New Delhi - 110001 011- 41523306, 46308803, 41523229 New Delhi: 111, Jyotishikhar, 8 Distt. Centre , Janakpuri, New Delhi - 110018 011- 25617654 Kolkata: 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033-22802963/22806878 Mumbai: 18 First Floor,105 bombay Samachar Marg.,Fort, Mumbai- 400023 022-40544201/224 Mumbai: 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9320638233, Ahmedabad: 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079- 40211888 Jaipur: 7,Katewa Bhawan,Opp. Ganapati Plaza, MI Road,Jaipur- 302001 0141-3235456 Lucknow: G-32,Shriram Tower,13- A,Ashok Marg, Lucknow- 226001 0522- 4057612 Chandigarh: SCO-222-223,Gr. Floor,Sector-34A, Chandigarh 0172-2624896 Bangalore: S-111,Manipal Centre,47,Deckenson Road,Banglore-42 080-42477177 Chennai: 3rd Flr.,Percision Plaza,New -397, Teynampet, anna Salai, Chennai- 600018 044-42077370/71 Dehradun: 56, 1st Floor, Rajpur Road,Opp. Madhuban, Dehradun, Uttaranchal- 248001 0135-3258181 Vadodara: 222 Siddharth Complex,RC Dutta Road.,Vadodra- 390007 0265-3256190/2353195 Ghaziabad: 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh 0120-2828090 Noida: P-5,Sector - 18,Noida- 201301, Uttar Pradesh 0120-4336992 Faridabad: Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361 Indore: 206 Gold Arcade, 1/3 New Palasia, Indore M.P- 452001 9826062666 Agra: 9, Sbi Colony, 1st Floor, Opp. Subhash Park, M.G.Road, agra, UP 9319087289 Varanasi: Shop no. 38, Ground Floor Kuber Complex, Rath Yatra 9415201997 Surat: 9-Ravi Raj Society, Behind Gayatri Mandir,New City Light Road Surat Gujarat 395002 0261-2265818, 9925233692 Manglore: F 2 1st Floor Adithi Arcade Karangalpay mangalore 575003 Karnataka 9845288557, Dhanbad: 218,Sri Ram Plaza 2nd,Floor Bank More,Dhanbad Jharkhand-826000 9431721838, 9431159178 Bokaro: Ga-18,City Center Sector-4 Bakaro Steel City, Jharkhand-827004, 9835139765, 9835377584 Patna: 422-23, 4th Floor,Ashiyana Harniwas Complex,New Dak Bunglow Road Patna Bihar 800001 9334114868, 9334114868 Durgapur: Banerjee House- Dakshinayan Durgapur-713218 West Bengal 0343-2556908, 9434009475 Gorakhpur: Gupta Metal Stores, Harbans Gali, Hindi Bazar Gorakhpur U.P 273005 0551-2205986, 9936590296 Kanpur: 26 L.G.F. Roland Tower 17/5 The Mall Kanpur Uttar Pradesh 208001 2079930, 9336219040 Gurgaon: 101,Apna Bazaar Gurgaon Haryana 122001 0124-5108108, 9212048108 Anand: G-1, Silver Oaks,Opp. Swayambar Party Plot V.V.Road Anand Gujarat 388001 9377306968, Jabalpur: Shop No. 5, Unique Tower, Shashtri Bridge Chowk,Opp. Icici Bank. Jabalpur Madhya Pradesh 482002 9827066823, 9827066823 Jodhpur: 77, Prem Vihar, Opp-Chopasni School,Chopasni Road Jodhpur Rajasthan 342003 9928388322, Bhubaneshwar: 3-4 Anand Plaza, Laxmi Sagar ,Square Cuttack Road, Bhubaneshwar Orissa 751009 9861196880, 9861196880 Rohtak: 103 Balaji Financial House Scf-28 Huda Complex Rohtak Haryana 124001 9215011706, 9896001705 Bhawnagar: 251 Madhav Darshan,Waghawadi Road Bhavnagar Gujarat 364001 0278-2522120, 9426235681. Kanpur- GIGANTIC Securities Ltd., 15/240-I, Civil Lines Kanpur-208001; Ph: 0512-6711027, Parikshit Bansal, Mob: 09389289052, Ahmedabad- GIGANTIC Securities Ltd., 212, Dhiraj Avenue, (Opp. Chhadawd Police Chowki), Ambavadi, Ahmedabad-380006; Ph: 079-30615555-56, Varanasi- GIGANTIC Securities Ltd. Shop No. 8 & 9, Laxmi Cimena, Campus, Mehmoorganj, Varanasi-221010; Ph: 0542-2360270, Cont: K.S Rao, Mob: 09305174568 KARVY STOCK BROKING LTD. AGRA: F4, 1ST FLOOR, DEEPAK WASAN PLAZA SANJAY PLACE, (BEHIND HOLIDAY INN) AGRA 282002 ; 562 ; 2526660 / 63. AHMEDABAD: 7 - 8, 2ND FLOOR, 3RD EYE BUILDING, PANCHVATI CIRCLE, C.G.ROAD, AHMEDABAD 380006 ; 79 ; 079-26407543,44,66627901. AJMER: 12, II FLOOR AJMER TOWERS, KUTCHERI ROAD AJMER 305001 ; 145 ; 2628055 / 2628065/ 5120725. ALIGARH: 1ST FLOOR, KUMAR PLAZA RAMGATH ROAD, VISHNUPURI ALIGARH 202001 ; 571 ; 2509106 & 08. ALLAHABAD: 2ND FLOOR, RSA TOWER, BESIDE HDFC BANK, 57, SARDAR PATEL MARG, CIVIL LINES, ALLAHABAD 211001 ; 532 ; 2260291- 92-93(Extn 34). ALWAR: 101, 1ST FLOOR, SAURABH TOWER, OPP: UTI ROAD NO.2, NEAR BHAGAT SINGH CIRCLE ALWAR 301001 ; 144 ; 3291200/3291300/3 291400/270157401574. AMBALA: 5509, NICHOSON ROAD, ADJACENT KOS HOSPITAL AMBALA CANTONEMENT AMBALA 133001 ; 171 ; 3200223 / 2640668 / 2640669. AMRITSAR: 72-A TAYLOR’S ROAD OPP.AGA HERITAGE GANDHI GROUND AMRITSAR 143001 ; 183 ; 5053802/3/4/5. AURANGABAD: SHOP NO.214/215 TAPADIYA CITY CENTRE, NIRALA BAZAR AURANGABAD 431001 ; 240 ; 2363530,9665066551,52,53,54,57. BANGALORE: “SKANDA” NO 59, PUTANA ROAD, BASAVANAGUDI BANGALORE 560004 ; 80 ; 26621192, 26625029. BAREILLY: 1ST FLOOR, 165, CIVIL LINES, OPP: HOTEL BAREILLY PALACE NEAR RAILWAY STATION BAREILLY 243001 ; 581 ; 2574238 TO 39 / 2300414 /2420145 / 2476809. BELGAUM: FK-1, KHIMAJIBHAI COMPLEX AMBEDKAR ROAD, OPP: CIVIL HOSPITAL BELGAUM 590001 ; 831 ; 2402544 / 2402722. BHARUCH: FF 47/48, ADITYA COMPLEX OPP: KASAK FUWARA BHARUCH 392002 ; 2642 ; 225207, 225208,209. BHATINDA: 2048, 1ST FLOOR, OPP: CANARA BANK THE MALL ROAD BHATINDA 151001 ; 164 ; 5006725 TO 727 / 2239521 / 2239522. BHAVNAGAR: 301, 3RD FLOOR,SURABHI MALL,NEAR ICICI BANK WAGHAWADI ROAD BHAVNAGAR 364001 ; 278 ; 2567005, 06,3001004,05. BHILAI: NEW CIVIC CENTE, SHOP NO.138 BHILAI 490006 ; 788 ; 2295329 / 37 / 32,. BHOPAL: KAY KAY BUSINESS CENTRE 133, ZONE 1, MP NAGAR BHOPAL 462011 ; 755 ; 4092701 TO 704 /4092706 TO 708 / 4092710 TO 717 / 4092720 / 4092723/ 724. BHUBANESWAR: 624, SAHEED NAGAR, IST FLOOR JANPATH BHUBANESWAR 751007 ; 674 ; 2547532 / 33 / 2547334. BILASPUR: SHOP NO 201/202, V.R.PLAZA, LINK ROAD BILASPUR 495001 ; 7752 ; 221931/236420/236466 / 406761/326909. BOKARO: B-1,FIRST FLOOR CITY CENTRE,NEAR SONA CHANDI, SECTOR-4 BOKARO STEEL CITY 827004 ; 6542 ; 233330/31/32. CHANDIGARH: SCO 371-372, ABOVE

INDIA INFOLINE FINANCE LIMITED 43 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

HDFC BANK SECTOR 35-B CHANDIGARH 160036 ; 172 ; 4342600,02,03,04 & 618. CHENNAI: G-1, SWATI COURT, 22, VIJAYA RAGHAVA ROAD T NAGAR CHENNAI 600017 ; 44 ; 28151034 / 28153445 /42126406 / 42125604 / 45574073 / 74 /45900910. COIMBATORE: “JAYA ENCLAVE” 1057/1508 AVANASHI ROAD COIMBATORE 641018 ; 422 ; 4291000 – 30. CUTTACK: OPP: JAGANNATH PETROL PUMP, ARUNODAYA MARKET LINK ROAD CUTTACK 753012 ; 671 ; 2335187,88. DEHRADUN: 48/49, PATEL MARKET, OPP: PUNJAB JEWELLERS NEAR GANDHI PARK, RAJPUR ROAD DEHRADUN 248001 ; 135 ; 2713351 / 2714046 / 47 /2713372 / 2714382 / 2712373. DURGAPUR: OLD DUTTA AUTOMOBILE BUILDING 1ST FLOOR, BENACHITY, MALANCHA ROAD DURGAPUR 700013 ; 343 ; 2586375 to 77. FARIDABAD: A-2B, 1ST FLOOR NEELAM BATA ROAD, NIT FARIDABAD 121001 ; 129 ; 418000 / 105. GHAZIABAD: 1ST FLOOR, C-7, LOHIA NAGAR GHAZIABAD 201001 ; 120 ; 2701886 / 2701891 / 4112133. GORAKHPUR: ABOVE V.I.P. HOUSE ADJACENT A.D. GIRLS COLLEGE, BANK ROAD GORAKHPUR 273001 ; 551 ; 2346519 / 2333825 / 2333814. GURGAON: SHOP NO.18, NEAR HUDA OFFICE, GROUND FLOOR OPP: AKD TOWER, SECTOR 14 GURGAON 122001 ; 124 ; 4297206 / 4297202 / 4297205 / 4297200. GUWAHATI: 2ND FLOOR, RAM KUMAR PLAZA, CHATRIBARI ROAD NEAR HIMATSHINGA PETROL PUMP GUWAHATI 781001 ; 361 ; 2608102 / 2608122. GWALIOR: NEAR NADIGATE PUL, MLB ROAD SHINDE KI CHAWANI GWALIOR 474001 ; 751 ; 4069001 / 4069002 /4087774. HISSAR: SCO 71, RED SQUARE MARKET 1ST FLOOR HISSAR 125001 ; 1662 ; 225845 / 225868 / 225836 /315761. HUBLI: GIRIRAJA HOUSE, NO.451/B WARD NO.1, CLUB ROAD HUBLI 580029 ; 836 ; 2356201; 2356202;2356204. HYDERABAD: KARVY CENTRE, GROUND FLOOR AVENUE 4,STREET NO.1 BANJARA HILLS 500034 ; 40 ; 23388743, 66510313. INDORE: BALAJI COPORATE, 19/1, NEW PALASIA, NEAR JANGEERWALA CHOWRAHA, INDORE 452001 ; 731 ; 4081500 TO 4081524. JAIPUR: S-16/A, LAND MARK, OPP: JAI CLUB MAHAVEER MARG, C - SCHEME JAIPUR 302001 ; 141 ; 2378703 / 04/ 05/ 06 / 2363321 / 2375039 / 2375099. JALANDHAR: LOWER GROUND FLOOR, OFFICE NO.3, PRIME TOWER PLOT NO.28, G T ROAD JALANDHAR 144001 ; 181 ; 4634401 TO 415. JAMMU: 1ST FLOOR, 29 D/C, NEAR SERVICE SELECTION BOARD GANDHI NAGAR JAMMU 180004 ; 191 ; 9205044665 / 668. JAMSHEDPUR: 3RD FLOOR, KANCHAN TOWERS, 3 SB SHOP AREA, BISTUPUR MAIN ROAD, JAMSHEDPUR 831001 ; 657 ; 2487020, 2487045, 2320048. JHANSI: 371/01, NARAYAN PLAZA, JEEVAN SHAH CROSSING OPP: TELEPHONE EXCHANGE, GWALIOR ROAD JHANSI 284003 ; 510 ; 2333682 TO 685 / 2440141 / 142. JODHPUR: 203, MODI ARCADE CHOPSKINI ROAD JODHPUR 342001 ; 291 ; 5103026 / 5103046 /3251441. JUNAGADH: 124 - 125, PUNIT SHOPPING CENTRE M G ROAD, RANAVAV CHOWK JUNAGADH 362001 ; 285 ; 2624154, 2652220,2624140,2624141. KANPUR: 15/46, CIVIL LINES, NEAR MUIR MILLS STOCK EXCHANGE ROAD KANPUR 208001 ; 512 ; 2330127 / 2331445 / 2333395 / 96 / 2333492. KOCHI: G 39, PANAMPALLY NAGAR OPP: KERALA STATE HOUSING BOARD KOCHI 682036 ; 484 ; 2322724 / 726 / 152 /2310884. KOLHAPUR: OMKAR PLAZA 1 ST FLOOR, UNIT F - 2 & F - 4,RAJARAM RTOAD, BAGAL CHOWK, KOLHAPUR 416008 ; 231 ; 2520650 / 2520655. KOLKATA: 49, JATIN DAS ROAD NEAR DESHPRIYA PARK KOLKATA 700029 ; 33 ; 24647231,32, 24644891. KOTA: 29, SHOPIING CENTRE 1ST FLOOR KOTA KOTA 324007 ; 744 ; 2365144 / 2365145 / 2365146. KOTTAYAM: 1ST FLOOR, C S I ASCENSION SQUARE, RAILWAY STATION ROAD,COLLECTORATE KOTTAYAM 686002 ; 481 ; 2302420 / 2302421 / 2301990 / 2990. KOZHIKODE: FIRST FLOOR, SAVITHRI BUILDING OPP.FATIMA HOSPITAL, BANK ROAD KOZHIKODE 673001 ; 495 ; 2760882 / 2760884 / 2760883. LUCKNOW: 94, MAHATMA GANDHI MARG OPP: GOVERNOR HOUSE, HAZRATGANJ LUCKNOW 226001 ; 522 ; 4092000 / 4092001. LUDHIANA: SCO 136, 1ST FLOOR FEROZE GANDHI MARKET LUDHIANA 141001 ; 161 ; 44680050 / 4680062-63 / 4680080 / 4680000 TO 6. MADURAI: 274, GOODS SHED STREET ~ MADURAI 625001 ; 452 ; 2350852. MANGALORE: MAHENDRA ARCADE, NO.4-6-577/21/22 KODIABAIL MANGALORE 575003 ; 824 ; 2492302 / 2496332 / 2492901. MEERUT: 1ST FLOOR, MEDI CENTRE, OPP EVES CENTRE HAPUR ROAD NEAR BACHHA PARK MEERUT 250002 ; 121 ; 4033727 / 3271640. MORADABAD: FIRST FLOOR, SINGH BHAWAN, CHOWK TAARI KHANA GMD ROAD MORADABAD 244001 ; 591 ; 2310470 / 2320470 / 3200702. MUMBAI: FOURT FOUNDATION BUILDING 26/30 NAGINDAS MASTER LANE, OPP. MSC BANK, FORT MUMBAI 400001 ; 22 ;. BORIVALI: SHOP NO 14,STAR TRADE CENTRE NEAR CHAMUNDA CIRCLE Borivali (W) 400092 ; 22 ;. MALAD: PATEL SHOPPING CENTER, SHOP NO. 29, 1ST FLOOR, SAINATH RD MALAD 400064 ; 22 ; 28806431 / 28827534 F D 28827534. THANE: OFFICE NO 1 YASHWANT TOWER, RAM GANESH, GADKARI PATH, GHANTALI ROAD, NAUPADA, THANE 400602 ; 22 ; 25446121 / 25423969. VILE PARLE: 104, SANGAM ARCADE, OPP. RAILWAY STATION, VP ROAD Vile Parle (W) 400056 ; 22 ;. MYSORE: NO.9/2, NEW NOL.L-350, SILVER TOWER, 1ST FLOOR ASHOKA ROAD, OPP: CLOCK TOWER MYSORE 570001 ; 821 ; 2524292 / 2524293 / 2441520; 2441524 / 2438003 - 06. NADIAD: 104-105, CITY POINT NEAR PARAS CINEMA NADIAD 387001 ; 268 ; 2563245, 2563210,2563248,2551764,2 551596. NAGPUR: 230-231, 3RD FLOOR, SHREERAM TOWER NEAR NIT BUILDING,SADAR NAGPUR 440001 ; 712 ; 6649962; 6614145;9823287538. NASIK: F1, SUYOJIT SANKUL SHARANPUR ROAD NASIK 422002 ; 253 ; 9665066531,32,33. NAVSARI: 1/1,1ST FLOOR, CHINMAY ARCADE OPP: SATTAPIR, TOWER ROAD NAVSARI 396445 ; 2637 ; 280364, 280366,280367. NEW DELHI: 105-108, ARUNACHAL BUILDING 19, BARAKHAMBA ROAD, CONNAUGHT PLACE NEW DELHI 110001 ; 11 ; 23324401 / 43509200 / 23324409. NOIDA: 307,2ND FLOOR JAIPURIA PLAZA, D-68A 2ND FLOOR, (OPP DELHI PUBLIC SCHOOL) SECTOR 26 NOIDA 201301 ; 120 ; 2539271 / 2539272 / 2539273. PANAJI: 18,19,20, CITY BUSSINESS CENTRE, COEL HO PEREIERA BUILDING DADA VIADYA ROAD, OPP JAMA MASZID ROAD PANJIM 403001 ; 832 ; 2426870 / 71 / 72. PATIALA: SCO 27B CHHOTI BARANDARI PATIALA 147001 ; 175 ; 5051726 / 5051727 / 5051728. PATNA: ANAND TOWER, 2ND FLOOR, EXHIBITION ROAD NEAR REPUBLIC HOTEL, OPP: ICICI BANK PATNA 800001 ; 612 ; 2321354 / 56 / 57. PONDICHERRY: NO.7 THIAYAGARAJA STREET PONDICHERRY 605001 ; 413 ; 2220640. PUNE: SHRENATH PLAZA, 4TH FLOOR B WING OFFICE NO.88, DNYANESHWAR PADUKA CHOWK, FC RD PUNE 411004 ; 20 ; 30203100. RAIPUR: LOWER LEVEL-02& 03, MILLENNIUM PLAZA, NEAR INDIAN COFFEE HOUSE, G E ROAD RAIPUR 492001 ; 771 ; 2236694,96 ,4039320. RAJKOT: 312-STAR CHAMBERS, HARIHAR CHOWK, RAJKOT 360001 ; 281 ; 6453888. RANCHI: 203,”COMMERCE TOWERS”, 2ND FLOOR BESIDE MAHABIR TOWERS, MAIN ROAD RANCHI 834001 ; 651 ; 2330386, 2330394, 2330320. ROHTAK: 1ST FLOOR, ASHOK PLAZA DELHI ROAD ROHTAK 124001 ; 1262 ; 01262- 271983-84 / 258019. ROURKELA: PLOT NO.554, 1ST FLOOR, SANDHU COMPLEX KACHERY ROAD, UDIT NAGAR ROURKELA 769012 ; 661 ; 2510770, 2510771, 2510772. SALEM: 40, BRINDAVAN ROAD,5TH CROSS, NEAR PERUMAL KOIL FAIR LANDS SALEM 636016 ; 427 ; 2335701,02,03,04,05. SAMBALPUR: QUALITY MANSION, GROUND FLOOR, NAYAPARA,OPP BAZAR KOLKATTA SAMBALPUR 768001 ; 663 ; 2522105, 2522106, 2522948. SHIMLA: TRIVENI BUILDING, BY PAS CHOWK KHALLINI SHIMLA 171002 ; 177 ; 2003205 / 2623205 / 2624453. SILIGURI: NANAK COMPLEX 2ND FLOOR, SEVOKE ROAD SILIGURI 734401 ; 353 ; 2526393, 2526394, 2526395, 2526396, 2526397. SURAT: OFFICE NO. 314, 3RD FLOOR, EMPIRE STATE BLDG NR. UDHNA DARWAJA, RING ROAD SURAT 395002 ; 261 ; 3017155 - 52. THANE: 103, JIVAN CHAYA BLDG., RAM MARUTI ROAD, NAUPADA THANE (WEST) 400602 ; 22 ; 25380645/ 25380633/25446121/25446124,25446129. THIRUVANANTHAPURAM: 2ND FLOOR, AKSHAYA TOWERS SASTHAMANGALAM TRIVANDRUM 695010 ; 471 ; 2725989 / 90 / 91. THRISSUR: 2ND FLOOR, BROHERS COMPLEX, NEAR DHANALAXMI BANK HEAD OFFICE NAIKKANAL JUNCTION THRISSUR 680001 ; 487 ; 2322483 / 2322484 / 2322493 / 2322494. TIRUCHIRAPPALLI: SRI KRISHNA ARCADE 60, THENNUR HIGH ROAD, THENNUR TIRUCHIRAPPALLI 621017 ; 431 ; 279,130,004,020,226. UDAIPUR: 201-202, MADHAV CHAMBERS OPP: GPO MADHUBAN UDAIPUR 313001 ; 294 ; 5101601 / 5101602 / 5101603. UDIPI: GROUND FLOOR, SRIRAM ARCADE OPP: HEAD POST OFFICE UDUPI 576101 ; 820 ; 2530962; 2530963; 2530964. VADODARA: SB-3, MANGALDEEP COMPLEX, OPP MASONIC HALL PRODUCTIVITY ROAD, ALKAPURI VADODARA 390005 ; 265 ; 2322864, 3243348,6540953. VALSAD: SHOP NO.2, PHIROZA CORNER TITHAL CROSS ROAD VALSAD 396001 ; 2632 ; 326901 / 02. VAPI: SHOP NO.5, BHIKHAJI REGENCY, OPP: DCB BANK VAPI-SILVASSA ROAD VAPI 396195 ; 260 ; 3206404. VARANASI: D 64 / 132, KA, 1ST FLOOR “ANANT COMPLEX”, SIGRA VARANASI 221001 ; 542 ; 2225365 / 2227257 / 2227258. VIJAYAWADA: 39-10-7, OPP: MUNICIPAL WATER TANK LABBIPET VIJAYAWADA 520010 ; 866 ; 2495200 / 400 / 500 / 600 / 700 / 800. VISAKHAPATNAM: 47-14-5/1, ESWAR PARADISE DWARAKA NAGAR MAIN ROAD VISHAKAPATNAM 530016 ; 891 ; 2752915 to 18. Burdwan: BIRHATA (HALDER COMPLEX) 63, G T ROAD BURDWAN 713101 ; 342 ; 2550801. Bhagalpur: 2ND FLOOR, CHANDRALOK COMPLEX NEAR GHANTAGHAR, RADHA RANI SINHA ROAD BHAGALPUR 812001 ; 641 ; 2302768. Roorkee: ASHADEEP COMPLEX, 16, CIVIL LINES NEAR INCOME TAX OFFICE ROORKEE 247667 ; 1332 ; 277664 / 277667 / 275811 / 275812. Muzaffarnagar: 203/99, C SADAR BAZAR, TOWN HALL ROAD, OPP: PEACE LIBRARY ABOVE BANK OF INDIA MUZAFFARNAGAR 251001 ; 131 ; 2437349, 2437359. PANCHKULA: 1ST FLOOR, DSS NO. 404, SECTOR-8, PANCHKULA PANCHKULA 136109 ; 172 ; 2572135 / 2572148 / 2572149. Haldwani: 1ST FLOOR, KAPILAZ SWEET HOUSE OPP LIC OFFICE KALADHUNGI ROAD HALDWANI 263139 ; 5946 ; 2264519-20 / 250521. Gaya: 1ST FLOOR, LAL BHAWAN, NEAR TOWER CHOWK NEAR KIRAN CINEMA HALL GAYA 823001 ; 631 ; 2220071,. Mathura: BASEMENT ADITYA PALACE SOKH ADDA JUNCTION ROAD MATHURA 281004 ; 565 ; 2463172 / 2463172 / 2463174 / 2463782 / com-2463791 HDFC SECURITIES LTD Agra HDFC Securities Ltd., 2nd Floor, Deepak Wasan Plaza, 17/2/4,Sanjay Place, Agra. Tel - 0562 - 2526888 – 97. Ahmedabad HDFC Securities Limited, 212, ISCON Centre, Shiv Ranjani Char Rasta, Satellite Road, Ahmedabad – 380015. Tel - 079-66612340-41-42-43. Amritsar HDFC Securities Limited, SCO - 5, D. S. C.Ranjit Avenue, Amritsar – 143001.Tel - 0183-5070100,0183-5070200. Anand HDFC Securities Limited, Offi ce No. 206, 2nd Floor, Madhav Complex, Grid Cross Road, Anand 388 001, Gujarat. Tel - 02692-245831-32-33 & 644773. Aurangabad HDFC Securities Limited, Offi ce A - 8, 1st fl oor, A wing, Gurunath Sankul,Shriram Chowk, Shreya Nagar, kalda Corner, Aurangabad - 431005. Tel - 0240-2360820/21/22/23/24/2. Bangalore HDFC Securities Limited, Mount Kailash, 33/5, B-Wing, Gr. Flr.,Meanee Avenue Road, Ulsoor, Nr. Lake Side hospital, Bangalore - 560042. Tel - 080-25577410. Belgaum HDFC Securities Limited, CTS No. 5854, Congress Road, Tilakwadi, Belgaum – 590006. Tel - 0831-2445508. Bharuch HDFC Securities Limited, 3rd fl oor, Akshat Plaza, Above HDFC Bank, Near Link Road, Bharuch - 392001. Tel - 02642-252971-72-73-74, 238975-76. Bhavnagar HDFC Securities Limited, Offi ce no. 7, 1st fl oor, Gopi Arcade, Waghawadi Road, Bhavnagar - 364002. Tel - 0278-2570145-46-47 & 6450127-28-29-33. Bhilai HDFC Securities Ltd., 3rd Floor, Chauhan Estate, Near Chandra Mourya Talkies, GE Road, Bhilai, Chhatisgarh – 490023.Tel - 07882290318-276. Bhubaneshwar HDFC Securities Limited, Plot No. 10, District Centre, Chandrashekharpur, Bhubaneshwar – 751021.Tel - 07882290318-276. Calicut HDFC Securities Limited, Techno Chemical Ind. Techno Top Bldg., V.M. Basheer Road, Calicut – 673001. Tel - 0495-4488501-11. Chennai HDFC Securities Limited, Aysha Complex, 2 nd Floor, 208, Anna Salai, Chennai - 600 006. Tel - 044-28297951-53. Cochin HDFC Securities Limited, Sudhas Bldg,2nd Floor, Madhav Pharmacy Junction, Bannerjee Road, Ernakulam, Cochin – 682018. Tel - 0484-4064516-519. Coimbatore HDFC Securities Limited, Ashirwad, 36, D. B. Road, R.S. Puram, Coimbotore – 641002. Tel - 0422- 2541357 to 63. Dhanbad HDFC

44 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Securities Ltd., 2nd Floor, Commerce House 2, Shastri Nagar, Dhanbad – 826001. Tel - 0326-2300174. Durgapur HDFC Securities Ltd,Kwality Hotel complex,1st fl oor,Bhiringi more,Nachan rd,Durgapur –713213. Tel - 0343 - 2588791 / 92. Ghaziabad HDFC Securities Limited, 1st Floor, C-53, Raj Nagar District Center, Next to HDFC Bank, Rajnagar, Ghaziabad - 201001. Tel - 0120 2822312- 14-15-16-17-18-19-21. Gurgaon HDFC Securities Limited, O- 139, 1st fl oor, DLF Shopping Mall, DLF Phase -1, Gurgaon - 122002, Tel- 0124 - 4063880 – 84. Haryana. Guwahati HDFC Securities Limited, 1st Floor, Pushpanjali Complex, 126, G.S. Road, Bhangagarh, Village Japorigog, Mouza Beltola, District Kamrup, Guwahati 781 005. Tel - 0361 - 2467104 to 07. Hyderabad Ameerpeth HDFC Securities Ltd., Ground Floor, 7-1-210, Ameerpet, Hyderabad – 500016. Tel - 040-40033480 – 4. Indore HDFC Securities Limited, Portion 102/103, 1st fl oor, Sterling Arcade, Plot no. 15/3, Race Course Road, Indore, M. P. 452001. Tel -0731-4280780- 81-82. Jaipur HDFC Securities Limited, B-5, Lalkothi, District Shopping Centre, Tonk Road, Jaipur – 320015. Tel - 0141-5190700-01-02-03-05. Jalandhar HDFC Securities Limited, Landmark, 2nd fl oor ( front side), 188-A, Model Town, Jalandhar 144001 Tel - 0181-2440144. Punjab. Jamnagar HDFC Securities Limited, Offi ce No. 401, 4th Floor, “MADHAV SQUARE”, Limda Line Road, Opp. Avantika Complex, Jamnagar – 361001. Tel - 0288-6454407-08-09-10. Jamshedpur HDFC Securities Ltd, 2ND Floor,Shaurya Arcade ,New SNP area,sakchi,Jamshedpur-831001. Tel - 0657 - 2235912 to 21. Jodhpur HDFC Securities Limited, 3rd fl oor, 178, Narayanam, Upper Chopasni Road, Jodhpur - 342003. Tel - 0291-5150600-5100055. Junagadh HDFC Securities ltd Offi ce # F-15, Balaji Avenue Opp. Rajalaxmi Soc, Motibaug Junagadh – 362001. Tel - 0285-6546201- 2. Kanpur HDFC Securities Ltd. 515 & 516 Kan Chamber1 14/113 Civil Lines Kanpur – 208001. Tel - 0512 - 2302992 –98. Kolhapur HDFC Securities Limited, Offi ce No. 7A, 1st Floor, Gemstone, 517/2, New Shahupuri, Near Central Bus Stand- Kolhapur 416 001. Tel - 0231-2338135/6/7/8. Kolkata Dalhousie HDFC Securities Limited, 4, Clive Row, Jardines, 3rd fl oor, Kolkata 700 001. Tel - 033 - 22134367 to 70 Kolkata HDFC Securities Limited, 8, Chittranjan Avenue, Barick Bhawan, 3rd Floor, Kolkatta 700072. Tel -033 - 22129574 to 77. Lucknow HDFC Securities Limited, 56-57, Chander Nagar, 2nd Floor, Alambagh, Lucknow - 226005, Tel - 0522-2461684, UP. Ludhiana HDFC Securities Limited, Unit no. IV, 1st fl oor, First Mall, Mall Road, Ludhiana - 141001. Tel - 0161-5069135. Madurai HDFC Securities Limited, 1st Floor, 232, Naicker New Street, Madurai 625 001. Tel -0427-2265313-17. Mangalore HDFC Securities Limited, Kayar Manj, 2nd fl oor, M. G. Road, Mangalore - 575003. Tel - 0824-2459591. Meerut HDFC Securities Ltd. 177/1 P P Plaza, 2nd Floor, Opp. CCS University, Mangal Pandey Nagar, Meerut – 250001. Tel - 0121-4057015. Mehsana HDFC Securities Limited, Shop no. 12 & 13, 2nd fl oor, Prabhu Complex, Near Patel Automobiles, Near Rajkamal Petrol Pump, Highway, Mehsana – 384001. Tel - 02762-259816-17-18-19-20. Mumbai - Andheri HDFC Securities Limited, Shop No. 5, Persian Co-op Housing Society, V. P. Road, Near BMC Bank, Andheri (West) Mumbai - 400 058. Tel - 022-40068483 to 40068485. Mumbai- Kandivali HDFC Securities Limited, A/002, Ground Floor, Blossom Co-op. Hsg. Soc. Ltd., Sector 3, Plot H, Panchsheel Enclave, Mahavir Nagar, Kandivli (West), Mumbai 400 067. Tel - 022- 29672873 to 29672877. Mumbai – Borivali HDFC Securities Ltd., Shop No.10, Ground fl oor, Bhomi Saraswati Bldg., Ganjawala Lane, Near Chamunda Circle, Borivali- (w), Mumbai ?400092. Tel - 022-65220923-26. Mumbai – Vashi HDFC Securities Limited, Offi ce No. 613, 6th Floor, Arenja Corner Premises CHS Limited, Plot No. 71, Sector 17, Vashi, New Mumbai – 400705. Tel - 022- 66098270 to 66098279. Mumbai-Dadar HDFC Securities Ltd., Shop no.3, Ground fl oor, Ankur Housing Society Ltd., K.S.Gadgil Marg, Behind Siddhivinayak Mandir, Prabhadevi, Mumbai – 400025. Tel - 022-24215105. Mumbai – Thane HDFC Securities Ltd. Limited, Ashok Apartments, Shop No. 3 & 4, Gr. Floor, Opp. Naupada Police Station, Thane (W) 400 602. Tel - 022- 28550844 to 28550852. Mysore HDFC Securities Limited, Ground fl oor, No. 2951 - A, Kalidasa Road, V. V. Mohalla, Mysore - 570002, Tel - 0821-2500067 Karnataka. Nagpur HDFC Securities Ltd., 125, 2nd Floor, Shreeram Shyam Towers, S.V. Patel Marg, Kingsway, Civil Lines, Nagpur-440001. Tel - 0712-6637926/27/28/29/30. Nashik HDFC Securities Limited, Vaastu Shree, 2nd Floor, Off Gangapur Road, Nashik – 422005. Tel - 0253- 6610585/86/87. Nellore HDFC Securities Limited, HDFC Bank Bldg, 17/126, GVR Enclave, Trunk Road, Nellore - 524001. Tel - 0861- 2330700 / 01 /02 / 03 / 04. NEW DELHI HDFC Securities Limited, Kanchenjungha Bldg, Upper Gr. Flr.,18, Barakhamba Road, New Delhi - 110 001. Tel - 011-43008623. New Delhi - Bhikaji cama HDFC Securities Ltd., Flat No 905, 9th Floor, Madam Bhikaji Cama Bhawan, Bhikaji Cama Place, New Delhi – 110021. Tel - 011-26164799. Noida HDFC Securities Limited, Offi ce No. 111, 1st Floor, Ocean Plaza Building, Commercial Plot No. P-5, Sector – 18, Noida – 201301. Tel - 0120-4030930. Panjim (Goa) HDFC Securities Limited, 4rh fl oor, Minum Residency, Above HDFC Bank, 18th June, Panjim, Goa - 403001. Tel - 0832-6632802/3/4/5. Patiala HDFC Securities Limited, 1st fl oor, Seetal Complex, 5-C, Baradari, Near C. M. O. Residence, Rajbaha Road, Patiala - 147001 (Punjab). Tel - 0175-2305528. Patna HDFC Securities Limited, 405, 4th Floor, Grand Plaza, Frazer Road, Patna 800 001. Tel - 0612 - 2216422 to 27. Pimpri HDFC Securities Limited, Offi ce No. 1,2,3,27,28,29, Jewel of Pimpri, 1st Floor, Above HDFC Bank, Pimpri, Pune - 411017. Tel - 020-27425892/3/4. Rajkot HDFC Securities Limited, 6th Floor, Pancharatna Building, Alfred School, Jawahar Road, Rajkot -360 001. Tel - 0281-2232181-82. Ranchi HDFC Securities Limited, Rohini Apartment, Gr.fl oor, 56, Circular Road, Lalpur, P.S. & P. O. Lalpur, Dist. Ranchi -834001, Tel - 0651 - 2561481 to 88. Jharkhand. Salem HDFC Securities Limited, No. 3, 1st fl oor, VSA Commercial Complex, Omalur Main Road, Opp. New Bus Stand, Salem - 636004. Tel - 04272265313/14/15/16/17. Shillong HDFC Securities Ltd,R.P.G. Complex,1st Floor,Keating Road,Near Goenka Engg,Shillong – 793001. Tel - 0364-2500396 / 397. Siliguri HDFC Securities Limited, Gr. Floor, kelsons complex, 157 Sevoke Road, Siliguri - 734001 District Darjeeling. Tel - 0353 - 2640073 to 79. Surat HDFC Securities Limited, 708,709, Kashi Plaza, Near Children Hospital,Manjura Gate, Surat – 395002. Tel - 0261-4004604-05-06. Trichy HDFC Securities Limited, 11th Cross Main Road, Thillai Nagar, Trichy-624018. Tel - 0431-2742574-83. Trivandrum HDFC Securities Limited, Karimpanal Arcade, East Fort, Trivandrum – 695023. Tel - 0471 -4466091-94. Udaipur HDFC Securities Limited, Plot No. 8 & 9, Vivek Chambers, 2nd Floor, Durga Nursury Road, Opp. Sukhadia Samadhi Park, Udaipur - 313001, Tel - 0294-5101701-02-03-04. Rajasthan. Vadodara HDFC Securities Limited, D-11, Kamalanjali, Off Padra Road, Akota, Above HDFC Bank, Opp. Tube Company, Vadodara - 390020. Tel - 0265-2355791-98. Vapi HDFC Securities Ltd., Upper Ground Floor, Emperor Tower, Opp SBPP Bank,Vapi Daman Road Chala, Vapi-396191. Tel - 0260-6455501-02-03. Vijayawada HDFC Securities Limited, Valluri Complex, 40-1-48/2 M.G.Road, Vijaywada - 520 010. Tel - 0866 - 2498029/39/49. Visakhapatnam HDFC Securities Limited, 104, 1st Floor, Ram’s Plaza, 2nd Lane Dwaraka Nagar, Vizag – 530016, Tel - 0891-2796623. AP. BONANZA PORTFOLIO LTD, Kolkata, 1/1 A, Vansittart Row, Opp Telephone Bhuvan, Kolkata - 700001, 0-9007070514, Bonanza Portfolio Ltd, Ranchi, Sri Ram Neotia Arcade, 301, 3rd Floor, Lalpur Chowk, Ranchi - 834001, Jharkhand, 8002860280, Bonanza Portfolio Ltd, Dehradun, 42, Subhas Road, 2nd Floor, Shivalik Gold Bldg, Dehradun - 248001, 0-9837786264, Bonanza Portfolio Ltd, Guwahati, Probus Insurance Broking Ltd, 4th fl oor, 1st Lift, Mandovi Apartment, Opp Rabindra Bhawan, Beside Standard Chartered Bank, Dighalipukhuri Bus Stop, Guwahati - 781001, 0-9706501259, Bonanza Portfolio Ltd, Guwahati, Probus Insurance Broking Ltd, 4th fl oor, 1st Lift, Mandovi Apartment, Opp Rabindra Bhawan, Beside Standard Chartered Bank, Dighalipukhuri Bus Stop, Guwahati - 781001, 0-9706501259 Bonanza Portfolio Ltd, Ahmedabad, Sheetal Varsha Arcade, 403 to 406, Near Girish Cold Drink Cross Road, Beside Samudra Annexe, CG Road, Ahmedabad - 388009,, 0-9998880965, Bonanza Portfolio Ltd, Jaipur, 410-413, 4Th Floor, Silver Square, Near Raj Mandir Cinema, Bhagwandas Road, Jaipur-302001, 0-9352586156, Bonanza Portfolio Ltd, New Delhi, 4353/4C, Madan Mohan Street, Ansari Road, Daryaganj-110002, 0-8800850156 Bonanza Portfolio Ltd, Lucknow, Shop No.- 6th & 7th, 1st Floor, B.M. Plaza Naval Kishor Road, Hazratganj, Lucknow- 226001, 0-9919666615 Bonanza Portfolio Ltd, Agra, Plot No. 102, 1st Floor, Puneet, Vrindavan, Sanjay Place Agra-2, 0-9368659122 Bonanza Portfolio Ltd, Varanasi, Anoop Market Girzaghar Crossing, Godowlia, Varanasi-221001, 0-9305460744 Bonanza Portfolio Ltd, Kanpur, 405, 4th Floor, Mega Mall, The Mall, Kanpur-208001, 0-9305882888 Bonanza Portfolio Ltd, Patna, 23 Panchsheel House ,Telegraph Colony North To Intcome Tax Golamber Patna -800001, 0-9473431519 Bonanza Portfolio Ltd, Panchkula, SCO 281, 2nd fl oor, Sector 20, Market, Panchkula - 134113, Haryanan, 7696097300 Bonanza Portfolio Ltd, Bangalore, Rama Arcade No.49/4 2nd Floor Bowring Hospital Road, Bangalore- 5600052, 0-9845965585 Bonanza Portfolio Ltd, Chennai, 31/6, 1st fl oor, Saena Circle, Duraiswamy Road, T Nagar, Chennai- 600 017, 0-9790917082 Bonanza Portfolio Ltd, Hyderabad, H.No: 6-3-569/1/4/3, Dhanturi house, Somajiguda, Hyderabad-500082, 0-9393939497 Bonanza Portfolio Ltd, Visakhapatnam, 47-10-1/6, Bhuvaneshwari Plaza, Diamond Park Road, Dwarkanagar, Visakhapatnam - 530 016, 0-9989613888 Bonanza Portfolio Ltd, Cochin, 1,2,3A,II Floor, Swapnil Enclave, High Court Jn, Ernakulam, Kochi- 682 031, 0484 3985100 Bonanza Portfolio Ltd, Mumbai, Delta House, J1, Cama Industrial Estate, Goregoan(E), Mumbai 400063, 022 4059 5727 Bonanza Portfolio Ltd, Indore, 421/22, D M Tower, 21/1 Race Course Road, Near Janjirwala Chourah, Indore - 452 003, 0-9329565138 Bonanza Portfolio Ltd, Bhopal, Plot No. 160, Devashish Complex, Zone 1, M P Nagar, Bhopal - 462011, 0-9303356050 Bonanza Portfolio Ltd, Karnal, SCO 135, 2nd Floor, Above Bata Showroom, Kunjpura Rd, Karnal - 132001, 9896101016 Bonanza Portfolio Ltd, Meerut, Shop No- 203/206, 2 nd Floor, Saraswati Plaza Near N.A.S College, Shivaji Road Meerut - 250 001, 9258785524 Bonanza Portfolio Ltd, Nagpur, Block No-101, Ghatate Building,Opp Panchsheel Cinema,Panchsheel Square Nagpur-440012, 0712-3918721 Bonanza Portfolio Ltd, Pune, Second fl oor, Offi ce no.5, Mittal chambers, J.M.Road, Opp. Surbhi hotel, Shivajinagar, Pune - 411004, 9552097099 Bonanza Portfolio Ltd, Surat, B/G-3,"B" Wing Itc Centre, Majura Gate,Ring Road, Surat - 395003, 0261-3916666 INTEGRATED ENTERPRISES INDIA LIMITED Ahmedabad – Navrangpura: 21, Nirman, Gr.Floor, Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. Tel.26443289 / 26447825.. Bangalore – Malleswaram:SRI TOWERS” #41/1, 2nd Floor,South End Road,Malleswaram,Bangalore – 560003.Tel: 080-23460294 / 23561071. Bhopal :Manasarovar Complex, FM 14, ‘C’ Block, 1st Floor, Near Habibganj Railway Station, Habibgang Station Road, Bhopal – 462 011.. Tel.4266005/4266006.. Baroda – Alkapuri: F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. Tel.2343677 / 2341608. Bhubaneshwar :39 F, I Floor,Kalika Jewellery and Sons,Ashok Nagar,Bhubaneswar – 751009. Tel.2530613 / 2530614.. Chennai: T.Nagar-II (kences Tower):1st Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017. Tel 28140645. Coimbatore- R.S.Puram:Janaki Apts., Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. Tel:2471944 / 2471505.. Dhanbad:Shri Ram Plaza, 3rd Floor, Shop No.308, Bank More, Dhanbad -Jharkhand - 826001. Tel.2304331 / 2300737.. Goa :106, 1st Floor, Durga Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001.Tel.2426904/2426905.. Hyderabad – Basheerbagh: No.5-10-197/A, G4, I Floor, Reliance Krishna Apts, Beside Kalanjali Bhavan, Navad Pahad, Hill Fort Road,. Hyderabad - 500 004.Tel.23242375 / 23242472.. Jamshedpur: Shop No.8, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. Tel. 2756319 / 2756321.. Kochi – M.G.Road:RAJ SOUDH’, I Floor, 39/4112M.G.Road, Ernakulam - 682 016. Tel. 2358922 / 2358923. Kolkata – South: Trikut,Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029.Tel. 24746400 / 24742705.. Lucknow:207 - A, 2nd Floor, Saran Chambers II, 5, Park Road, Lucknow - 226 001. Tel.2235736 / 2236766.. Mumbai - Fort: 15, 1st Floor, Modern House, Dr.V.B.Gandhi Marg, Fort, Mumbai – 400 023. Tel: 4066 1800.. Madurai: 82, 1st

INDIA INFOLINE FINANCE LIMITED 45 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Floor, Vakkil New Street, Madurai - 625 001.Tel.2630305 / 2620560. Mysore:133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. Tel: 2424188/4266682. Mangalore: F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003.Tel 2440163 / 2447051.. Nasik: B Wing, Parshuram Apts, Opp. Times of India Offi ce, College Road,Nasik - 422 005.Tel.2575524 /2316300. Nagpur – Dhantoli:Block No.108, Sathyam Towers, (First Floor), (Next to Hotel Sunny International), Plot No.8, Wardha Road, Dhantoli,. Nagpur – 440012.Tel.2420105 / 2420106. New Delhi – Karol Bagh: 1691 / 36, (II Floor), Arya Samaj Road,(Opp. to Satbhrawan School), Naiwala, Karolbagh, New Delhi – 110 005. Tel.45170331 to 332... Puduchery: NO.40-A, Aurobindo Street, (Between M. G. Road & Mission Street), Pondicherry - 605001. Tel.2222155 / 4207233. Pune – Shukrawarpeth:7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. Tel.24473944/24481891. Patna: No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. Tel. 2205943/2216166... Rajkot:130/131, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. Tel.3041451 / 2240373.. Salem: No.19/2 AB Gandhi Nagar,(1 Flr),Annapuram,Opp.to Raja Thirumana Mahal Salem-636004. Tel.2446727 / 2336746. Surat: C-18 Belgium Chambers, I Floor, Next to City Union Bank Ltd., Main Ring Road, Surat - 395 003. Tel. 2450086 / 2454535.. Trichy- Thillai Nagar: 25-A, Ground Floor, Githanjali Apartment, Sastri road, (Adjacent to Sippy Theatre) ,Thillai Nagar,Trichy – 620018. Tel.2741468 / 2742068. TVM – M. G.Road: Aashiana, TC 28/2829-2, 1st Floor, Kuthiravattom Road, Trivandrum – 695 001. Tel.2461593/2478225.. Vizag: TC-1, 3rd Floor, Dwaraka Plaza, Main Road, Dwaraka Nagar, Vizag - 530 016 .Tel.2513606 / 2747020. Vijaywada:D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads, Besides Indian Bank, Suryaraopeta, VIJAYAWADA 520 002. Tel.2472414/2470517 JM FINANCIAL SERVICES PRIVATE LIMITED AHMEDABAD: Mr Bhavesh Shah/Mr.Girish Shah, JM Financial Services,, G-10 Chinubhai Centre,Gr. Flr,Nehru Bridge Corner,Ashram Road, Ph:079-2657 6666 – 70. BANGALORE: Mr Yeriswamy Reddy/Mr. Prashant Upadhyay,JM Financial Services,97/4 Residency Rd, Ph:-080- 30912400/2299 8264/65/66/67. CHENNAI: Mr. Kalai Selvan, JM Financial Services,Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai,Mylapore, Ph:044-4225 5666. HYDERABAD: Mr Ganpaty Murthy/Chandrasekhar,JM Financial Services, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Ph:040- 39875875/5900/6636 0009/10/12/46. SECUNDERABAD :Mr. Mallesh/Mr. Pravin Chary, JM Financial, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003.Tel: (040) 3982 5200. INDORE: Mr. Manish Upadyay,JM Financial Services, UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Ph:0731-3072111/4262111. JAIPUR: Mr. Navneet Sharma,JM Financial Services, G-7 & G-8,Brij Anukamba,Plot No.K- 13, Ashoka Marg,C-Scheme, Ph:0141-3984400. KOLKATA: Mr. Bharskar Chatopadyay, JM Financial Services, Kankaria Estate, 8th Flr,6th Little Russell Street, Ph: 033-3987 0330. MUMBAI: Mr Ashit Vora, JM Financial Services,1st Floor, Patel House, Next to Bank of Baroda,M G Road, Vileparle (E), Ph:022-2613 5202-03/67077440-43. Mr. Ridhi Parikh,JM Financial Services,Palm Court, M- Wing, 4th Floor, Goregaon Link Road,Malad West, Ph:022-30877000/67617000. Mr. Nilesh Gavle, JM Financial Services,Ground Floor, Anushka, New Link Rd,Andheri West, Ph:022- 66191600/612. Mr R Mukundan/Ms Armin Irani,JM Financial Services,2,3,4 Kamanwala Chambers,P M Road, Fort, Ph:022- 3021 3500/2266 5577 - 80,. Ms Jyotsna Solanki/Mr C V George,JM Financial Services, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane), Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092. Ph:022- 3021 5400/6695 9120 - 23.. Ms Charulata Mehta/Mr. Tilak Sanil, JM Financial Services, 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Ph:022-3097 8700/6710 4738. NEW DELHI: Mr Prasad Nair/Mr C S Tiwari,JM Financial Services, 114 Himalya House,23,K G Marg, Ph:011-4130 5000/3092 5500. PUNE: Mr Anand Shirke/Mr Sanjay Yelwande,JM Financial Services,205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Ph:020-3987 1600-01/ 66033730. RAJKOT: Mr. Sona Verghese, JM Financial Services,202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar,Ph:0281-3984000/3984101. SURAT: Mr. Dipen Shah/Mr. Nishant Trivedi, JM Financial, 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Ph:0261-3984000. VADODARA: Mr. Rashmin Jadhav,JM Financial Services,G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Ph:0265-3984 311. VISHAKHAPATNAM: Mr Satish,JM Financial Services,Door No 9-1-224/4/3, 1st Floor, Nandan Nirman,CBM Compound, Near Rama Talkies Junction, Ph:0891-3983800.. KOTAK SECURITIES LIMITED AHMEDABAD: Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; BANGALORE: Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; CHENNAI: Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; COIMBATORE: Kotak Securities Limited., 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666; HYDERABAD: Kotak Securities Limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (LANE Opp to DBR Diagnosis), P:65326394; INDORE: Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road.P:2537336; KOCHI: Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATTA: Kotak Securities Limited., 5th Floor, Apeejay House, Block ‘B’, 15, Park Street,P:22273999; MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI: Kotak Securities Limited., 6th Floor, Kotak Towers, Building No. 21, Infi nity Park, Off Western Express Highway, Goregaon Mulund Link, Road, Malad (E),P: 6605 6825; Kotak Securities Limited., Nirlon House, 3rd Floor, Dr Anie Besant Road, Near Passport Offi ce, Worli,P:66529191; NEW DELHI: Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SURAT: Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553; VISAKHAPATNAM: Kotak Securities Limited., Door No.47-10-15, VRC Complex , 2nd Floor, Railway Station Rd , Dwarka Nagar, P: 6642009;

SMC GLOBAL SECURITIES LTD. Agra: F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, Ahmedabad: 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200 Bangalore: Premises # 7,8,9,10,Ground fl oor,Gold Tower,#50 (old # 98),Residency Road, Bangalore – 560025 Ph no 09739112254 Dehradun: 7,8,9&10 shiva palace, second fl oor, rajpur road Dehradun 248001 Ph no 9368572105, Hissar: Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 Hyderabad/Secund’Bad: 206, 3rd fl oor Bhuvana Towers, Above CMR Exclusive, S D Road SECUNDERABAD, 500003 Ph no 9347453777 Indore: 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 Jaipur: 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9929644402 Jamshedpur: K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 Kanpur: F 102,City Centre 63/2 The Mall Kanpur 208001 Ph no 9532197276 Kolkata: 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 Kota: 4-a-6 Talwandi Kota Rajasthan Ph no 09829116982 Lucknow: Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 Mumbai: 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 09821111219, 9930055430 New Delhi: 17, Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470, 9810059041, 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 Noida: 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378 Pune: 1ST Floor, Dealing Chamber, J M Road, Pune, 411004 Ph no 9769345255 Rajkot: 302/B 3rd Floor, Shivalik - 5 | Makkam Chowk | Gondal Road. Rajkot -360 002 Ph: 8000903984 NJ INDIA INVEST PVT. LTD. AGRA: S-4, Part-1, 2nd Floor, Kailash Plaza, Shah, Market, M G Road, Agra- 282002, Tel: 0562 3277488.. AHMEDABAD : 1st Floor, Neptune House-2, Above Vijaya bank, B/s Shri Krishna Center, Mithakhali, Ahmedabad - 380009 Tel : 079-30042840.. AJMER: 1st Floor, K.C. Complex, Near Sundaram Finance, Opp. Daulat Baug, Ajmer-305001, Tel: 0145-3236446.. ALLAHABAD: Upper Ground Floor, Shop No. - 7, Vashishtha Vinayak Tower, Tashkant Marg, Near- Icici Bank, Civil Lines, Allahabad-211001.. AMBALA: 180-1 to 3, 3rd Floor, Minerva Complex, Rai Market, Ambala Cantt, Ambala - 133001 .Tel : 91-171-3245300.. AMRITSAR: 103, Sco-6, 1St Floor, Distt Shopping Complex,B-Block, Ranjit Avenue, Amritsar-143001, Tel:.. ANAND: F-11, Prarthna Vihar Complex,Anand-Vidyanagar Road, Anand 388001. Tel: 02692-249433.. AURANGABAD: 1st Floor, Ahinsa Bhavan, Ahinsa Nagar, Opp Akashwani, Jalna Road, Aurangabad – 431001 Tel: 0240-3201911. BANGALORE: #5, Gajendra Towers, 2nd Floor, 11th Main, 4th Block, Jayanagar, Bangalore-560011 Tel: 080-32450027.. BARAILY: 167-A, Civil Lines, Above Syndicate Bank, Station Road, Bareilly-243001, Tel:.. BARODA-FSI: 217-218, Sidharath Complex, Nr. Express Hotel, R.C Dutt Road, Alkapuri, Baroda-5., Tel: 0265-2337757/ 3244885.. BHARUCH: 201, Aditya Complex, Kasak Circle,Bharuch-392001 Tel : 02642-324339.. BHAVNAGAR: 127, Sagar Complex, Near Jashonath Chowk,BHAVNAGAR-364001. , Tel: 0278- 3299844.. BHILAI: Shop No.106, Sai Complex, 5/4, Nehrunagar Parisar, Nnhrunagar,Bhilai-490006, Tel:.. BHOPAL: 191/B/1, Manas Parisar, Mezzanine Floor,Near Syndicate Bank, Above Punjab Dairy, M. P. Nagar, Zone - 1, Bhopal. Tel : 0755 3296663.. BHUBANESWAR: Plot No-1258, Chandan Villa,Road No-8, Unit-9,Bhubaneswar -22, Tel:.. BHUJ: 31, Shanti Chambers,New Station Road,Bhuj - 370001, Tel: 02832 325559. BILASPUR: 1st fl oor, Besides HDFC Bank, Above Katmoss Showroom, Link Road, Bilaspur – 495001 (Chattisgarh), Tel: 07752-327755.. BURDWAN: 1st Floor, Parbirhata, Sadarghat Road,Near LIC Branch III, Post - Sripally,Burdwan.. CHANDIGARH: 4th Floor, SCO 208-209, Sector 34-A, Chandigarh -160022, Tel: 0172-4560155.. CHENNAI : Offi ce # 1C, Ist Floor,Laxmi Bhavan,609, Mount Road,Nungambakkam,Chennai-600006, Tel: 044 32566180,. COCHIN: 39/4422, 1st Floor, Thaukalan Chambers, SA Road, Near Medical Trust Hospital, Pallimukku Junction, Kochi - 682 016, Tel: 0484-3253939.. COIMBATORE: No. 12, Gowtham Centre Annexe, 1054, Avinashi Road,,Coimbatore - 641018. DEHRADUN: 82, Cannought Place, Behind Hind Leather Works,Chakrata Road,Dehradun- 248001, Tel: 1353249010.. DURGAPUR: A-7, Ground Floor, New ADDA Plot, Opp. City Nursing Home, City Centre,Durgapur - 713216 .Tel : 0343 3201515.. ERODE: O/1, V C T V Road, Gowtham Tower, 2ndFloor,Backside of Lotus TVS, Sathy Road,Erode-638003, Tel: 0424-3249188.. FARIDABAD: FF-01, SCO-100, Sector-16,Faridabad - 121002. GANDHINAGAR: M-8, Suman Towers, Opp. Vijaya Bank, Sector - 11, Gandhinagar-382011, Tel:, 4E Block, Sri Ganganagar-334001. , Tel: 1543206554.. GHAZIABAD: 206, 2Nd Floor, Sumedha Market Complex,Ansal Building,Rdc, Rajnagar,Ghaziabad - 201001. Tel: 0120 3229336.. GOA: 103, Manguirish Chamber, 18th June Road,Panji, Goa-403001, Tel: 0832 3256700. Tel : 0832 3256700.. GURGAON: 2nd Floor, SCO-16, Opp. Huda Offi ce, Nr. Axis Bank,Sector – 14, Gurgaon-122001, Tel: 0124-3208813.. GWALIOR: 1st Mazanine Floor, Panin Plaza,Shinde ki Chawani, Lashkar, Gwalior-474001, Tel: 0751-930328312.. HIMMATNAGAR: DFF-77/78, New Durga Bazar, Nr. Railway crossing,Himmatnagar-383001, Tel: 02772 324456.. HUBLI: Shop No. 16, 3rd Floor,Eureka Junction, TB Road,Hubli - 580029 HYDERABAD: 409, 4th Floor, Navketan 62, Sarojini Devi Road., Opp. Clock Tower, Secunderabad - 500003 .Tel : 040-32400078.. INDORE: 113, Bansi Trade Centre, M.G.Raod,Indore-452001, Tel: 0731 3294450. Tel : 0731 3294450.. JABALPUR: 109, 1St Floor, Rajul Arcade, Russel Chowk, Jabalpur-482001, M.P. Tel:. JAIPUR: M-3 (C), Sangam Tower, Church Road, M.I.Road, Jaipur - 302001, Tel: 0141-3220834..

46 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

JALANDHAR: B-38, 1st Floor, Globe TVS Building, G.T.Road,Opp. Bus-Stand, Jalandhar-144001. , Tel:.. JAMNAGAR: 554-555, 5Th Floor, Indraprasth,Near Pancheshwartower, B/H Super Market, Jamnagar-361001, Tel: 0288-3292891.. JAMSHEDPUR: 48, Second Floor, Kamani Center,Bistupur, Jamshedpur-831001,, Tel: 0657 3209606.. JODHPUR: Gang Tower, Ground Floor, Chopasni Road, Jodhpur-342003. , Tel:. JUNAGADH: 208-209, Punit Shopping Center, Ranavav Chowk, M G Road, Junagadh, Tel: 0285-3290575.. KANPUR: 507-509, 5Th Floor,No. 63/2 “City Centre”,The Mall, Kanpur-208001, Tel: 0512 3209840.. KOLHAPUR: F-06, 1St Floor, Vasant-Prabha Chambers,1125-E, Above Indusind Bank, Major Satyajit Shinde Path, Near Parikh Pool, Sykes Extension, Kolhapur-416001, Tel:. KOLKATA: Room No. 202 D, 2Nd Floor,Marlin Chamber,18, British India Street,Nr. Great Eastern Hotel, Kolkatta-700069, Tel: 033-32445600/5700. :. LUCKNOW: 307-308, 3rd Floor, SKY HI Chambers, 5, Park Road, Hazaratganj, Lucknow – 226001.Tel : 0522-4041824/3250020.. LUDHIANA: 1St - A, Second Floor, Pearl Palace Ghumar Mandi, Ludhiana-141001, Tel:.. MEHSANA: 250-251, 2Nd Floor, Sardar Vyapar Sankul, Malgodawn Road, Mehsana-384002, Tel: 02762-325562.. MORADABAD: Shop No 1, 2nd Floor, Shree Vallabh Complex, Near PMS School, Civil Lines,Moradabad – 244001.. MUMBAI: 201-202, 2nd Floor, Vertex Vikas, A-Wing, Mv Road, Nr Andheri East, Andheri -400069 .Tel : 022-32545280.. MYSORE: #1037, 1st Floor, Devaparthiva Road, Off M.G.Road, B/w LAW Courts & RTO Offi ce, Chamarajapuram, Mysore-570004, Tel: 0821-3200018.. NADIAD: 203, City Point, Opp. Ipcowala Hall, Nr, Paras Cinema, College Road, Nadiad-387001. , Tel: 0268 3293228.. NAGPUR: Plot No 218, 1st Floor, Besides Vijaya Bank, South Ambazari Road, Bajaj Nagar,Nagpur – 440010 Tel. 0712 3200807.. NASIK: 301, Padma Vishwa Apartment, 4th Floor,Old Pandit Colony,Sharanpur,Nasik-422002, Tel: 0253-3201446.. NAVSARI: 506-507-508, Landmark, Near Sayaji Library, The Mall,Navsari - 396445. Tel 02637-253782/325541.. NEW DELHI : 717-720, Kirti Shikhar Tower, 11, District Centre, Janakpuri, New Delhi-110058. , Tel: 011- 32627300,. NOIDA: Offi ce No.41, Ground Floor, Ansal Fortune Arcade,Near PNB ATM, K-Block, Sector-18, Noida-201301, Tel: 0120-3106622.. PALANPUR: 54 Floor City Light Business Center, City Light Road, Pallanpur - 385001, Tel: 02742 324848.. PANCHKULA: 2nd Floor, Front Side, SCO-64, Sector-11, Panchkula-134109, Tel:. PANIPAT: 946/8, 2nd Floor, Classic Tower, Battakh Chowk, Grand Trunk Road, Panipat-132103. , Tel: 0180 3200214.. PATAN: 43, 1St Floor, City Point Market, Opp. Kohinoor Cinema, Bus Station Road, Patan - 384265, Tel: 02766 326640, 6Th Floor Room No 606, Jagat Trade Center, Fraser Road Patna, Patna 800001, Tel:.. PORBANDAR: Shop No. 6, First Floor,Shree Raj Complex,M.G. Road,Porbandar, Tel: 0286 3291166.. PUNE: 3rd Floor, Suma House Above Bank of Maharashtra, Beside Datta Mandir Nr Kamla Nehru Park, Erandwane,Pune - 411004 Tel : 020-32414535. RAIPUR: 201-C, Second Floor, Rishabh Complex, M.G. Road, Raipur-492001.Chattishgadh. Tel: 0771- 3250422.. RAJAMUNDRY: 46-7-22, 1st Floor, Jetty Towers,Danavaipeta, Rajahmundry-533103. , Tel: 0883 3244440.. RAJKOT: 401,Star Chambers, Harihar Chowk, Rajkot-360001., Tel: 0281 3290809. RANCHI: F1-F2, 1st Floor, Amarnath Complex, Kailash Babu Street, Behind Daily Market Police Station, Daily Market, Main Road, Ranchi-834001, Tel: 0651-3244044. RATLAM: 734, Chatri Pool Road, Fatema Market, Ratlam-457001, Tel:.. SAGAR: 1st Floor, F-8, Dwarkaji Complex,7, Civilth Lines, Sagar-470002, Tel:. SANGLI: 4th Floor, Shiv- Meridian, Azaad Chowk, Opposite Collector’s Bunglow, Sangli-416416. , Tel:.. SURAT-FSI: NJ Fundz Network, 7 Floor Vishwakarma Arcade, Ring Road, Majuragate Surat, Tel: 3013957.. TRICHY: 2Nd Floor, 86, Gp Raja Tower, Madurai Road,Bharathiar Salai, Trichy - 620 008, Tel:.. UDAIPUR: 303-Third Floor, Akruti Complex,New Fatehpura, Opp. St. Mary School,Udaipur-313001, Tel: 0294-3204257.. VALSAD: Offi ce No. 2, 1St Floor,Ava Bai Complex, Halar Road,Valsad-396 001. Tel: 02632 320520.. VAPI: 26-27, Ground Floor, Bhanu Darshan Appt, Opp. Parth Plaza, Gunjan, Vapi – 396191. Tel: 0260 3255778.. VARANASI: Shop No.20, 1St Floor, Abc Tower, Shastri Nagar Chowk, Sigra, Varanasi-221001, Tel:.. VIJAYWADA: 40-5-2, Maruthi Towers, Gr.Floor, 3rd Flat, Tikkle Road, Vijaywada-520010. Tel:. 0866-3241991. VISHAKHAPATNAM: 47-15-14/27, VRC Complex, Dwarakanagar, Vishakhaptnam – 530016. Tel: 0891 3260600. TRADING MEMBERS The Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the websites of the Lead Managers at www.axisbank.com, www.sbicaps.com, www.edelweissfi n.com, www.trustgroup.co.in and www.iifl cap.com and the Co-Lead Managers at www.rrfi nance.com/rrfcl.com and www.karvy.com. A link to the said web pages shall also be available on the website of NSE and BSE at www.nseindia.com and www. bseindia.com, respectively.

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBs) UNDER THE ASBA PROCESS

Sr. Syndicate ASBA Branch Address Contact Person Contact Number Fax No. Bank 1 Axis Bank Limited Centralised Collections and Payment Hub (CCPH) 9th Floor, Solaris, C-Wing Opp Mr Kirit Rathod, Vice President 022-40754981 / 82 / 83 / 022-40754996 L&T Gate No 6, Saki Vihar Road, Powai, Mumbai – 400072 9820850829 2 State Bank of Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743 Hyderabad 3 Corporation Bank Capital Market Branch, Ist Floor, Earnest House, NCPA Marg Nariman Point, Mr Amod Kumar 22841406/ 22842764/ 022-22843823 Mumbai-400021 9870340031 4 State Bank of Anakatchery Buildings, Y M C A Road, Statue, Thiruvananthapuram-695001 P.P. MURALEEDHARAN 0471-2333676 0471-2338134 Travencore 5 IDBI Bank Limited IDBI Bank Limited, Central Processing Unit, Sarju House, 3rdFloor, Plot No 7, Street Meyyappan VR /Meenakshi 022-6670 0659/66700660 022- No. 15, Andheri MIDC, Andheri (E), Mumbai, Pin : 400093 Khangarot 66700669/708 6 State Bank of State Bank of Bikaner & Jaipur, P.R. Road, Jaipur -302005 Shri Arun Paliwal 0141-4003380/ 9413398771 0141-2365219 Bikaner & Jaipur 7 Yes Bank YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi, Mahesh Shirali / Manoj Bisht/ 022 66229031 / 9164 / 9070 022 24974875 Mumbai 400 011 Shankar Vichare 8 Punjab National Capital Market Services Branch, PNB House, Fort, Sir P.M.Road, Mumbai Sh. K K Khurana Tel – 022- 22621122, 022 – 22621124 Bank 22621123, 9 Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai- 400052 Manish Kulkarni 022-6600 9428 022-66009666 10 Union Bank of India Mumbai Samachar Marg Branch Mr.O.P.Jain 022- 22629411/ 2262 9404 022-2267 6685 11 HDFC Bank Limited FIG – OPS Department, Lodha, I Think Techno Campus, O-3 Level, Next to Deepak Rane / Uday Dixit 022-30752928 / 30752927 022 -25799801 Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra. 12 Bank of Baroda Mumbai Main Offi ce Mr. Sonu A. Arekar 40468314, 40468307 022-22835236 13 ICICI Bank Ltd Capital Market Division,Fort Roshan Tellis 022-22627600 022-22611138 14 Vijaya Bank HEAD OFFICE BLDG 41/2,M G ROADBANGALORE KARNATAKA STATE Vittaldas Acharya 080-25584281 080-25584281 560001 15 Bank of Maharashtra Fort Branch, 1stFloor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai – 23 A D Deshpande (Assistant 022-22694160/22652595/ 022-22681296 General Manager) 22663947/ 9730000438 16 STATE BANK OF Capital Market Branch, Videocon Heritage Building (Klick House),Charanjit Rai Ms Vidya Krishnan 022 22094927, 022 22094932 INDIA Marg, Fort, Mumbai-400 001 17 Andhra Bank 18, Homi Modi StreetNanavati Mahalaya, Fort Branch, Mumbai-400023. Mr.K.Umamaheswaram, 022-22046160/ 022-22046160 Chief Manager / Mr.T.V. Rao, Sr.Manager(Operations) 18 HSBC Limited 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West) Mr Jagrut Joshi (022) 67115485/ 9870403732 (022) 66536005 Mumbai 400 064 (address of IPO Operations offi ce) 19 Kotak Mahindra Kotak Infi niti, 6th Floor, Building No. 21, Infi nity Park, Off Western Express Sanjay Sawant + 91 22 66056587 +91 22 66056642 Bank Ltd Highway, General AK Vaidya Marg,Malad (E) 20 Bank of India Stock Exchange Branch, Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. Shri B. B. Sharma, Manager 022- 2272 1677 (Direct) 022- J. Tower, Dalal Street, Fort, Mumbai – 400 023. 022- 2272 2399 (Board) 2272 1782

INDIA INFOLINE FINANCE LIMITED 47 “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

21 CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai - 51 S Girish 022-26535504 98199 12248 022-26535824 22 IndusInd Bank Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai 01 Mr. Yogesh Adke 9833670809 / 022-66366589 022 - 66366590 23 Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282, Shri S. K. Jain Chief Manager (022)- 22655739, 22662018 (022)- 22661935 Mumbai, Maharashtra 400 023 24 Karur Vysya Bank DEMAT CELL, FIRST FLOOR, No 37, WHITES ROAD, ROYAPETTAH, NORI SUBRAHMANYAM 044- 28518265 044-28518269 Ltd CHENNAI - 600 014 25 The Federal Bank ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031 Dhanya Dominic 0484-2201847 4842385605 Limited 26 Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam 600035 Mr. V Muthukumar / 044 24330233 044 24347755 Mr. M Veerabahu 27 Central Bank of Ground fl oor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001 Mr. Vineet Bansaj 022- 22623148, 22623149 022-22623150 India 28 Oriental Bank of 67, Bombay Samachar Marg, Sonawala Building, Fort, Shri B.K. Palrecha 022-22654791/95 022-22654779 Commerce Mumbai -400001 Asstt. General Manager 29 Standard Chartered Crescenzo, 3rdFloor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex, Ms. Priscilla Dsilva +91 22 26757227/234 +91 22 26757358 Bank Bandra(E),Mumbai 400 051 30 J P Morgan Chase J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098 Nandita Halady 6157 3833 6157 3910 Bank, N.A. 31 Nutan Nagrik Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge. Miti shah 9879506795 7926564715 Sahakari Bank Ltd. 32 UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023 Manager 022 40180105 2222870754 33 Canara Bank Merchant Banking Division, 407-412, 4thFloor, Himalaya House, 79, Mata Ramabai Mr. K. S. Prasanna 022-022-22677405 / 406 022-22677404 Ambedkar Marg, Mumbai 400 001 34 United Bank of Global Cash Management Services Hub, 4th Floor,United Bank of India, United AGM (CMS & Demat) 033 22624175/ 2262417 India Tower, Head Offi ce,11, Hemanta Basu Sarani, Kolkata – 700 001. 35 Syndicate Bank Capital Market Services Br. 26A, First Floor, SyndicateBank bldg, P.M.road, Fort, P Padmavathy Sundaram, Chief 022-22621844 022-22700997 Mumbai - 1 Manager 36 South Indian Bank ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam – John K Mechery 9645817905 0484-2351923 682035, Kerala, India. 37 Indian Overseas Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai Mr. R.S. Mani / Mr. 044-28513616/ 044- 28513619 Bank 600 002 M. Sasikumar 28513617/ 28513618 38 Tamilnad Mercantile TAMILNAD MERCANTILE BANK LTD.,DEPOSITORY PARTICIPANT Mr. K. Natarajan 044-26192552 044-26204174 Bank Ltd. SERVICES CELL, THIRD FLOOR, PLOT NO.4923, AC/16, 2nd AVENUE, ANNA NAGAR (WEST), CHENNAI - 600 040, TAMILNADU, INDIA 39 City Union Bank 48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Sivaraman 044 - 24340010, 044 - 24348586 Ltd. 24343517, 24346060, 24348586 , 9380286558, 9382642081, 9380286558 40 BNP Paribas French Bank Bldg., 62, Homji Street, Fort, Mumbai – 400 001 Mr. Prem Mariwala 022-66501376 022 – 66501620 41 The Kalupur Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014 Jay V. Pathak Manager 079-27582028 079-40014118/ Commercial Co- 40014149 Operative Bank Ltd. 42 Bank of America EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Swaminathan Ganapathy 044-42904526 044-43528911 N.A. Chennai 600014 43 The Lakshmi Vilas 64,dr,v.b.gandhi marg, p.b.no.1783, kalaghoda, fort mumbai, great mumbai district, Raghu Nagarajan 22-22672255-22672247(M)- 22670267 Bank Ltd. maharashtra-400001 22673435(CM) 44 State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn 0172-2779116, 2546124, 0172-2546080 2543868/ 9779586096 45 State Bank of Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400 Mr.Rajeshwar Das, Manager 9022469176 022-22656346 Mysore 001. 46 The Surat Peoples Central Offi ce.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat – 395001 Mr. Iqbal Shaikh 0261-2464577 0261-2464577, Co-op Bank Ltd 592 47 Dhanlaxmi Bank The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Gunavati karkera 022 – 2202535 022-22871637 Limited Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001 48 The Saraswat Co- Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector – 17, Vashi, Navi Mr. A. A. Bhatia (O) 27884161 27884162 27884153 operative Bank Ltd. Mumbai – 400703 27884163 27884164, (M) 9820505121 49 DBS Bank Ltd DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001 Amol Natekar +91 22 6613 1213 +91 22 6752 8470 50 Dena Bank Dena Bank, Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai – 23 Branch Manager 022-22661206, 22702881 022-22694426 / 22702880 51 Karnataka Bank Ltd The Karnataka Bank Ltd, Mangalore–H O Complex Branch, Mahaveera Circle, Ravindranath Baglodi, 0824-2228139 /140 /141 0824-2228138 Kankanady, Mangalore – 575002 Sr.Manager 52 The Ahmedabad Head offi ce :-"Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09 Bimal P Chokshi 079-26426582-84-88 079-26564863 Mercantile Co-Op. Bank Ltd.

48 INDIA INFOLINE FINANCE LIMITED