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 Indian Railway Finance Corporation LIMITED Shelf Prospectus dated December 02, 2015, amendment to the Shelf Prospectus dated March 3, 2016 and Prospectus Tranche - II dated March 4, 2016 (“Prospectus”) 2. I/We hereby apply for allotment of the Bonds to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the Bonds 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 SBICAP TRUSTEE COMPANY LIMITED 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 Bonds 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 Bonds 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 Bonds applied for. 9. I/We hereby undertake that I/We am/are and will be compliant with the Foreign Tax Account Compliance Act (“FATCA”). Please also refer to the disclaimer on Page 7 of the attached Abridged Prospectus. 10. 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 disclosed in the Prospectus, I/We authorize (a) the Lead Manager/ Consortium /Sub-Consortium Members and 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 Lead Manager, Registrar to the Issue, after finalization of Basis of Allotment; and(b)theRegistrar 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. 11. Additional Undertaking in case the Applicant wishes to hold the Bonds in physical form: 1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the Bonds in physical form. 2. I/We confirm that the Information 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 Bonds in Physical Form): Please provide the following documents along with the Application Form: (a) Self-attested copy of the PAN card (in case of a minor, the guardian shall also submit the self-attested copy of his/her PAN card); (b) Self-attested copy of your proof of residence. Any of the following documents shall be considered as a verifiable proof of residence: • ration card issued by the GoI; or • valid driving license issued by any transport authority of the Republic of India; or • electricity bill (not older than three months); or • landline telephone bill (not older than three months); or • valid passport issued by the GoI; or • voter’s identity card issued by the GoI; or • passbook or latest bank statement issued by a bank operating in India; or • registered leave and license agreement or agreement for sale or rent agreement or flat maintenance bill; or • AADHAR letter; or • life insurance policy;(c) Self-attested 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. In absence of the cancelled cheque, our Company may reject the Application or it may consider the bank details as given on the Application Form at its sole discretion. In such case the Company, Lead Managers and Registrar shall not be liable for any delays/ errors in payment of refund and/ or interest. For information pertaining to KYC Documents, please refer on page 18 of this Abridged Prospectus. Investor Categories: Category I (“Qualified Institutional Buyers”)/(“QIBs”)* Sub Category Category II (“Corporates”)* (contd ...... ) Sub Category Code Code Public Financial Institutions 11 Statutory bodies / corporations 24 Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange 12 Trusts including Public / Private / Charitable / Religious Trusts 25 Board of India (Alternative Investment Funds) Regulations, 2012 Scheduled commercial banks; 13 Partnership firms in the name of their respective partners 26 Mutual Funds registered with SEBI; 14 Cooperative banks 28 State industrial development corporations; 15 Regional rural banks 29 Insurance companies registered with the IRDA; 16 Association of Persons 30 Provident funds with a minimum corpus of ` 25 crore; 17 Any other domestic legal entities/persons as may be permissible under CBDT notification 58 and authorised to invest in the bond Pension funds with a minimum corpus of ` 25 crore; 18 Category III (“High Networth Individuals”)/(“HNIs”) The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the GoI, 19 The following Investors applying for an amount aggregating to more than `10 lakhs published in the Gazette of India; across all Series of Bonds in this Issue: Insurance funds set up and managed by the army, navy, or air force of the Union of India; and 20 Resident individual Investors 31 Insurance funds set up and managed by the Department of Posts, India, 55 Hindu Undivided Families (“HUF”) through the Karta 32 Resident Multilateral and bilateral development financial institutions 56 Category IV (“Retail Individual Investors”) /(“RIIs”) Category II (“Corporates”)* The following Investors applying for an amount aggregating upto and including ` 10 lakhs across all Series Companies within the meaning of section 2 (20) of the Companies Act 2013 21 of Bonds in this Issue: Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 22 Societies in India registered under law and eligible to invest in Bonds 23 Resident individual Investors 41 Hindu Undivided Families (“HUF”) through the Karta 42 * The MCA has, through its circular (General Circular No. 06/2015) dated April 9, 2015, clarified that in cases where the effective yield on the bonds is greater than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenor of the loan, there is no violation of sub-section (7) of section 186 of the Companies Act, 2013. Please refer to section titled “Regulations and Policies - Foreign Tax Account Compliance Act (“FATCA”)” on page 7 of the attached Abridged Prospectus. Options / Series of Bonds Category I, II, III# Tranche II Series I A Tranche II Series II A Coupon rate (%) per annum 7.04 7.35 Annualised yield (%) per annum 7.04 7.35 Options / Series of Bonds Category IV# Tranche II Series I B Tranche II Series II B Coupon rate (%) per annum 7.29 7.64 Annualised yield (%) per annum 7.29 7.64 Common Terms Series of Bonds Category I, II, III & IV# Tenor 10 Years 15Years Redemption Date At the end of 10 Years from the Deemed Date of Allotment At the end of 15 Years from the Deemed Date of Allotment Redemption Amount (`/ Bond) Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Redemption Premium/ Discount Not applicable Frequency of Interest Payment Annual Minimum Application Size and in multiple thereof 5 bonds (` 5,000), individually or collectively across all Series of Bonds and in multiples of 1 Bond (` 1,000) thereafter. Face Value (`/Bond) ` 1,000 Issue Price (`/Bond) ` 1,000 Mode of Interest Payment For various modes of interest payment, see “Terms of the Issue – Modes of Payment” on page 61 of the Prospectus Tranche - II. Coupon Payment Date First Interest Payment date is on October 15, 2016 and subsequently on October 15 of every year except the last interest payment along with the redemption amount. Reset Process Not Applicable Coupon Type Fixed Interest on Application Money See Terms of the Issue-Interest on Application Amount”on page 57 of the Prospectus Tranche-II. Discount at which Bonds are issued and effective yield as a result of such discount Not applicable Nature of Indebtedness and Ranking The claims of the Bondholders shall rank pari passu inter-se and shall be superior to the claims of any unsecured creditors of the Company and subject to applicable statutory and/or regulatory requirements, rank pari passu to the claims of creditors of the Company secured against charge on the movable assets comprising of rolling stock such as wagons, locomotives and coaches. * The Company would allot Tranche II Series IA/IB Bonds (depending upon the category of applicants) to all valid applications, wherein the applicants have not indicated their choice of the relevant series of Bonds in their Application Form. # In pursuance of CBDT Notification-1 and CBDT Notification amendment and for avoidance of doubts, it is clarified as under: a. The coupon rates indicated under Tranche II Series IB and Tranche II Series IIB shall be payable only on the Portion of Bonds allotted to Category IV in the Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under Category IV. b. In case the Bonds allotted against Tranche II Series IB and Tranche II Series IIB are transferred by Category IV to Category I, Category II and/or Category III, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Tranche II Series IIA and Tranche II Series IIA respectively. c. If the Bonds allotted against Tranche II Series IB and Tranche II Series IIB are sold/ transferred by the RIIs to investor(s) who fall under the RII category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. Bonds allotted against Tranche II Series IB and Tranche II Series IIB shall continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are held by investors falling under Category IV; e. If on any Record Date, the original Category IV allotee(s)/ transferee(s) hold the Bonds under Tranche II Series IB and Tranche II Series IIB and Tranche II Series IA and Tranche II Series IIA for an aggregate face value amount of over ` 10 lakhs, then the coupon rate applicable to such Category IV allottee(s)/ transferee(s) on Bonds under Tranche II Series IB and Tranche II Series IIB shall stand at par with coupon rate applicable on Tranche II Series IA and Tranche II Series IIA respectively; f. Bonds allotted under Tranche II Series IA and Tranche II Series IIA shall carry coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s) of such Bonds; g. For the purpose of classification and verification of status of the Category IV of Bondholders, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the Tranche-II Issue shall be clubbed and taken together on the basis of PAN. Early Closure or Extension of the Issue: The subscription list for the Issue shall remain open for subscription, from 10:00 A.M. to 5:00 P.M (Indian Standard Time) during the period indicated above, with an option for early closure or extension, as may be decided by the Board of Directors or the Bond Committee. In the event of such early closure or extension of the subscription list of the Issue, our Company shall ensure that public notice of such early closure or extension is published on or before the day of such early date of closure or the Issue Closing Date, as the case may be, through advertisement/s in at least one leading National daily newspaper with wide circulation. Basis of Allotment: For Basis of Allotment details, please refer page 20 of the attached Abridged Prospectus. For further information, please refer to section titled “Issue Information” on page 44 of the Prospectus Tranche II. For Grounds for Rejection of Application: Please refer to page 19 of the attached Abridged Prospectus. TEAR HERE • In case of queries related to Allotment/ credit of Allotted Bonds/Refund, the Applicants should contact Company contact details Registrar contact details Registrar to the Issue. INDIAN RAILWAY FINANCE CORPORATION LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED • In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. (A Government of India Enterprise) Karvy Selenium Tower B, Plot No. 31-32, Gachibowli Regd. and Corp. Office: UG Floor, East Tower, NBCC Place, Financial District Nanakramguda, Hyderabad • In case of queries related to upload of Applications submitted to the Lead Manager’s / Consortium / Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road, Tel: +91 40 6716 2222; Sub-Consortium Member’s / Brokers / Sub Brokers / Trading Member should contact the relevant Lead New Delhi -110 003, India. Facsimile: +91 40 2343 1551; Managers/Consortium / Sub-Consortium Member’s / Brokers/Sub Brokers / Trading Member. Telephone: +91 11 2436 9766/69; Facsimile: +91 11 2436 8070; Email: [email protected]; [email protected]; • Acknowledgement is subject to realisation of Cheque/DD/Availability of Funds in the ASBA account. Website: www.irfc.nic.in; Investor Grievance Email: Website: http:\\karisma.karvy.com; Company Secretary & Compliance Officer: Mr. S. K. Ajmani, • The grievances arising out of Applications for the Bonds made through Trading Members may be Contact Person: Mr. M Murli Krishna; addressed directly to the relevant Stock Exchange. Tel.: +91 11 2436 9766/69; Facsimile: +91 11 2436 8070 SEBI Registration No.: INR000000221 E-mail: [email protected] 2 INDIAN RAILWAY FINANCE CORPORATION 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 specified, 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.

INDIAN RAILWAY FINANCE CORPORATION LIMITED (A GOVERNMENT OF INDIA ENTERPRISE) (Incorporated at Delhi on December 12, 1986 in the name of “Indian Railway Finance Corporation Limited” under the Companies Act, 1956 as a public limited company) Corporate Identification Number of our Company is U65910DL1986GOI026363 Registered and Corporate Office: UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road, New Delhi-110 003, India. Telephone: +91 11 2436 9766/69; Facsimile +91 11 2436 8070; Website: www.irfc.nic.in; Company Secretary & Compliance Officer: Mr. S. K. Ajmani, Tel.: +91 11 2436 9766/69; Facsimile: +91 11 2436 8070; Email: [email protected] For further details in relation to the changes in our registered and corporate office, refer to section titled“History and Certain Corporate Matters” on page 84 of the Shelf Prospectus PROMOTER OF THE COMPANY: THE PRESIDENT OF INDIA ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA PUBLIC ISSUE BY INDIAN RAILWAY FINANCE CORPORATION LIMITED (“COMPANY” OR “IRFC” OR “ISSUER”) OF TAX FREE, SECURED, REDEEMABLE, NON-CONVERTIBLE BONDS OF FACE VALUE OF ` 1,000 EACH IN THE NATURE OF DEBENTURES HAVING TAX BENEFITS UNDER SECTION 10(15)(iv)(h) OF THE INCOME TAX ACT, 1961, AS AMENDED, (“BONDS”) FOR AN AMOUNT OF ` 50,000 LAKHS (“BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVER SUBSCRIPTION UPTO ` 1,95,000 LAKHS AGGREGATING TO ` 2,45,000 LAKHS* (“TRANCHE – II ISSUE”). THIS TRANCHE - II ISSUE IS BEING OFFERED BY WAY OF PROSPECTUS TRANCHE-II, WHICH CONTAINS, INTER ALIA THE TERMS AND CONDITIONS OF THE TRANCHE - II ISSUE (“PROSPECTUS TRANCHE- II”) AND SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED DECEMBER 2, 2015 AND THE AMENDMENT TO THE SHELF PROSPECTUS DATED MARCH 3, 2016] (“SHELF PROSPECTUS”) FILED WITH THE REGISTRAR OF COMPANIES, NATIONAL CAPITAL TERRITORY OF DELHI AND HARYANA (“RoC”), STOCK EXCHANGES AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”). THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS TRANCHE-II SHALL CONSTITUTE THE “PROSPECTUS” * In terms of the CBDT Notification -1(defined hereinafter), our Company has raised ` 1,13,900 Lakhs and ` 32,900 Lakhs on a private placement basis through Private Placement Offer Letters dated July 31, 2015 and August 21, 2015 respectively. Our Company also raised `4,53,200.00 Lakhs through Tranche-I Issue. Further, vide CBDT notification Amendment (defined hereinafter) Our Company has been authorised to raise further amount upto ` 3,50,000.00 Lakhs through private placement and public Issue through Tranche-II Issue Also, in terms of CBDT Notification Amendment, our Company has raised ` 1,05,000 Lakhs on a private placement basis through Private Placement Offer Letters dated March 2, 2016. Our Company may also raise Bonds through private placement route in one or more tranches during the process of the present Issue, except the period from Issue Opening Date till allotment of Bonds for the relevant Tranche Issue. The aggregate amount raised through the private placement route shall not exceed 30% of the allocated limit for raising funds through the Bonds during the Fiscal 2016. Our Company shall ensure that Bonds issued through the public issue route and private placement route in Fiscal 2016 shall together not exceed the allocated limit of ` 9,50,000.00 lakhs. In case, our Company raises funds through private placements the Residual Shelf Limit for the Issue shall get reduced by such amount raised. Our Company vide letter dated February 29, 2016 had sought modification in the Shelf Limit, SEBI vide its letter No. IMD/ DOF-1/AKS/OW/6484/2016 dated March 3, 2016 has allowed the Company to raised funds under the Revised Shelf Limit. The Issue is being made under the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (“SEBI Debt Regulations”) and Notification No.59/2015/ F. No. 178/27/2015-ITA-I dated July 6, 2015 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, (“CBDT Notification-1”) and CBDT Notification No. 10/2016 F.No. 178/1/2016-ITA-I (“CBDT Notification Amendment”) by virtue of powers conferred upon it by item (h) of sub-clause (iv) clause (15) of Section 10 of the Income Tax Act, 1961 (43 of 1961). GENERAL RISKS Investors are advised to read the Section titled as “Risk Factors” carefully before taking an investment decision in relation to the Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the Investors is invited to the section titled “Risk Factors” on page 12 of the Shelf Prospectus and “Recent Developments” in the Prospectus Tranche-II before making an investment in such Tranche-II Issue. The Prospectus Tranche-II has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any Registrar of Companies or any Stock Exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus Tranche-II read together with the Shelf Prospectus contains and will contain all information with regard to the Issuer and this Issue, which is material in the context of this Issue, that the information contained in the Prospectus Tranche-II and together with the Shelf Prospectus are true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Prospectus Tranche-II read with the Shelf Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. INTEREST/COUPON RATE, FREQUENCY OF INTEREST PAYMENT, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS For details relating to Interest/ Coupon rate, Frequency of Interest Payment, Redemption Date and Redemption Amount of the Bonds, see section titled “Terms of the Issue” on page 51 of the Prospectus Tranche-II. For details relating to eligible investors, please see “The Issue” on page 12 of the Prospectus Tranche-II. CREDIT RATING CRISIL Limited (“CRISIL”) has reaffirmed the credit rating of “CRISIL AAA/Stable” to the debt program of (“Debt Programme”) vide its letter No. MB/FSR/IRFC/2015-16/1276 dated November 2, 2015 revalidated the said rating vide its letter No. MB/FSR/IRFC/2015-16/1966 dated February 29, 2016. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. ICRA Limited (“ICRA”) has assigned the credit rating of “[ICRA] AAA” to the long term borrowing programme of the Company vide its letter no. D/RAT/2015-16/11/7 dated October 13, 2015 and revalidated the said rating vide its letter No. D/RAT/2015-16/11/10 dated February 29, 2016. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. Credit Analysis & Research Limited (“CARE”) has assigned the rating of “CARE AAA” to the long term market borrowing programme of the Company vide its letter no. CARE/DRO/RL2015-16/1859 dated October 14, 2015 revalidated the said rating vide its letter No. CARE/DRO/RL/2015-16/2788 dated February 29, 2016. These ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. These ratings are subject to revision or withdrawal at any time by assigning rating agency(ies) and should be evaluated independently of any other ratings. For the rationale for these ratings, see Appendix III of the Shelf Prospectus. For Revalidation Credit rating Letters please refer to Annexure-B of the Prospectus Tranche-II. PUBLIC COMMENTS The Draft Shelf Prospectus was filed with BSE and NSE. BSE is the Designated Stock Exchange, pursuant to the provisions of the SEBI Debt Regulations. The Draft Shelf Prospectus was open for public comments from November 9, 2015 till 5 p.m. of the seventh Working Day. LISTING The Bonds are proposed to be listed on the BSE and NSE. The Company has received in-principle approvals from BSE and NSE for listing of the Bonds pursuant to their letters no. DCS/SJ/PI- BOND/10-15-16 and NSE/LIST/50585 both dated November 18, 2015. BSE vide its letter dated March 4, 2016 and NSE vide its letter dated March 4, 2016 has given its in principal approval for Revised Shelf Limit. The Designated Stock Exchange for the Issue is BSE. ISSUE PROGRAMME** ISSUE OPENS ON: MARCH 10, 2016 ISSUE CLOSES ON: MARCH 14, 2016 ** The Issue shall remain open for subscription from 10:00 A.M. to 5:00 P.M during the period indicated above, with an option for early closure or extension as may be decided by the Board of Directors or the Bond Committee of our Company. In the event of such early closure or extension of the subscription period of the Issue, our Company shall ensure that public notice of such early closure or extension is published on or before the date of such early date of closure or the Issue Closing Date, as the case may be, through advertisement/s in at least one leading national daily newspaper with wide circulation.. *** SBICAP Trustee Company Limited has by its letter no 2660/SBITCL/DT/2015-16 dated November 3, 2015 and letter No. 3907/SBICTCL/DT/2015-16 dated March 2, 2016, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus Tranche-II and in all the subsequent periodical communications sent to the holders of the Bonds issued pursuant to this Issue. A copy of the Prospectus Tranche-II has been filed with the Registrar of Companies, National Capital Territory of Delhi & Haryana in terms of section 26 and 31 of the Companies Act, 2013, along with the public notice and endorsed/ certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” on page 119 of the Prospectus Tranche-II. PLEASE READ THE RISK FACTORS CAREFULLY. SEE SECTION TITLED “RISK FACTORS” ON PAGE NO. 40 OF THE ABRIDGED PROSPECTUS AND PAGE NO. 12 OF THE SHELF PROSPECTUS

INDIAN RAILWAY FINANCE CORPORATION LIMITED 3 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

LEAD MANAGERS TO THE ISSUE

RR Investors Capital Services Private Limited 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi - 110055 SBI Capital Markets Limited Tel : +91 11 2363 6362/63 202, Maker Tower E, Facsimile: +91 11 2363 6746 Cuffe Parade, Mumbai 400 005 Email : [email protected] Tel: +91 22 2217 8300 Investor Grievance Email: [email protected] Facsimile: +91 22 2218 8332 Website: www.rrfinance.com/www.rrfcl.com Email: [email protected] Contact Person: Mr. Anurag Awasthi Investor Grievance Email: [email protected] Compliance Officer: Mr. Ravi Kant Goyal Website:www.sbicaps.com SEBI Registration No.: INM000007508 Contact Person: Mr. Aditya Deshpande NOTE: Compliance Officer: Mr. Bhaskar Chakraborty *1. Edelweiss Financial Services Limited, along with other merchant SEBI Registration No.: INM000003531 bankers, have filed an Appeal before Securities Appellate Tribunal against the Adjudicating order dated November 28, 2014 passed by SEBI in the matter of IPO of CARE Limited. 2. Edelweiss Financial Services Limited, along with other merchant A. K. Capital Services Limited bankers, have received a Show Cause Notice dated September 20, 30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 2013 issued by SEBI in the matter of IPO of Electrosteel Steels 215, Nariman Point, Mumbai 400021 Limited Tel: +91 22 6754 6500/6634 9930 CONSORTIUM MEMBERS FOR THE ISSUE Facsimile: +91 22 6610 0594 Email:[email protected] In addition to Lead Managers, following are the Consortium Members Investor Grievance Email: [email protected] of the Issue Website: www.akcapindia.com SBICAP Securities Limited Contact Person: Ms. Shilpa Pandey / Mr. Malay Shah 191, 19th Floor, Maker Tower-‘F’, Cuffe Parade, Mumbai 400005 Corr. Address: Marathon Futurex, 12th Floor, Compliance Officer: Ms. Kanchan Singh A&B Wing, N M Joshi Marg, Lower Parel, Mumbai - 400013 SEBI Registration No.: INM000010411 Tel: +91 22 4227 3300; Facsimile: +91 22 4227 3390 Email: [email protected] Investors Grievance E-mail: [email protected] Edelweiss Financial Services Limited* Website: www.sbismart.com Contact Person: Ms. Archana Dedhia Edelweiss House, Off CST Road, Kalina, Mumbai – 400 098 SEBI Registration No.: BSE: INB 011053031 Tel : +91 22 4086 3535 NSE: INB 231052938 Facsimile: +91 22 4086 3610 Email : [email protected] Edelweiss Securities Limited nd Investor Grievance Email: [email protected] 2 Floor, M. B. Towers, Plot No. 5, Website : www.edelweissfin.com Road No. 2, Banjara Hills, Hyderabad 500 034 Contact Person: Mr Lokesh Singhi Tel: +91 22 4063 5569; Fax: +91 22 6747 1347 E-mail: [email protected] Compliance Officer: Mr. B. Renganathan Investor Grievance Email: [email protected] SEBI Registration No.: INM0000010650 Website: www.edelweissfin.com Contact Person: Mr. Prakash Boricha SEBI Registration No.: BSE INB011193332 NSE INB231193310 ICICI Securities Limited MCX-SX INB261193396 ICICI Centre, H.T. Parekh Marg A. K. Stockmart Private Limited Churchgate, Mumbai 400 020 30-39, Free Press House, Free Press Journal Marg, Tel : +91 22 2288 2460 215, Nariman Point, Mumbai 400 021 Facsimile: +91 22 2282 6580 Tel: +91 22 6754 6500; Facsimile: +91 22 6754 4666 Email : [email protected] E-mail:[email protected] Investor Grievance Email: [email protected] Investor Grievance E-mail Id: [email protected] Website : www.icicisecurities.com Website: www.akcapindia.com Contact Persons: Mr. Amit Joshi / Mr. Anurag Byas Contact Person: Mr. Ankit Gupta/Mr. Sanjay Shah Compliance Officer: Mr. Subir Saha SEBI Registration No.: BSE: INB011269538 SEBI Registration No.: INM000011179 NSE: INB231269532

4 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS RR Equity Brokers Private Limited Investors may contact the Compliance Officer, Company Secretary 47, M.M Road, Rani Jhansi Marg, or the Registrar to the Issue in case of any pre-Issue or post-Issue Jhandewalan, New Delhi - 110055 related problems such as non-receipt of letters of allotment, credit of Tel: +91 11 2363 6363 allotted Bonds in the respective beneficiary account or non-receipt of Fax: +91 11 23636746 Bond Certificates/ Consolidated Bond Certificates, as applicable, or E-mail: [email protected] refund orders and interest on Application Amount etc. Investor Grievance E-mail Id: [email protected] All grievances relating to the Issue if addressed to the Registrar to Website: www.rrfinance.com/www.rrfcl.com the Issue, should contain full details such as name, Application Form Contact Person: Mr. Jeetesh Kumar number, address of the Applicant, number of Bonds applied for, amount SEBI Registration No.: BSE INB011219632 paid on application, Depository Participant and the collection center of NSE INB231219636 the Members of the Syndicate where the Application was submitted. All grievances related to ASBA process where the application is DEBENTURE TRUSTEE submitted to a Member of the Syndicate should be addressed to the SBICAP Trustee Company Limited Registrar to the Issue with a copy to the relevant Member of the Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Syndicate and the relevant SCSB. Churchgate, Mumbai 400 020 All grievances relating to the ASBA process may be addressed to the Tel: +91 22 4302 5555 Registrar to the Issue with a copy to the relevant SCSB, giving full Facsimile: +91 22 2204 0465 details such as name, address of Applicant, Application Form number, Contact Person/ Compliance Officer: Mr. Ajit Joshi number of Bonds applied for, amount blocked on Application and the Email: [email protected] Designated Branch or the collection center of the SCSB where the Website: www.sbicaptrustee.com Application Form was submitted by the ASBA Applicant. SEBI Registration No.: IND000000536 All grievances arising out of Applications for the Bonds made through SBICAP Trustee Company Limited has given its consent vide letters dated November 3, 2015 and March 2, 2016 to the Issuer for its the Online Stock Exchanges Mechanism or through Trading Members appointment under regulation 4(4) of SEBI Debt Regulations and in may be addressed directly to the respective Stock Exchanges. all the subsequent periodical communications sent to the holders of STATUTORY AUDITORS debt securities. All the rights and remedies of the Bondholders under this Issue shall vest M/s. Bansal Sinha & Co. in and shall be exercised by the appointed Debenture Trustee for this Issue Chartered Accountants, without having it referred to the Bondholders. All Investors under this 18/19, Old Rajinder Nagar, Issue are deemed to have irrevocably given their authority and consent New Delhi 110 060. to the Debenture Trustee so appointed by the Issuer for this Issue to act as their trustee and for doing such acts and signing such documents to Tel:+91 11 2585 3424 carry out their duty in such capacity. Any payment by the Issuer to the Email: [email protected] Bondholders/Debenture Trustee, as the case may be, shall, from the time Firm Registration No.: 006184N of making such payment, completely and irrevocably discharge the Issuer Contact Person: Mr. C.A. Tanupriya Gupta pro tanto from any liability to the Bondholders. For further details, please M/s. Bansal Sinha & Co. Chartered Accountants were appointed as see section “Terms of the Issue”. the Statutory Auditor of our Company by way of letter dated August REGISTRAR TO THE ISSUE 2, 2013 from the office of Comptroller and Auditor General of India, and resolution passed in the annual general meeting of the Company on September 20, 2013. LEGAL ADVISORS TO THE ISSUE Karvy Computershare Private Limited M.V. Kini & Co. Karvy Selenium Tower B, Kini House, 6/39 Jangpura B, Plot No. 31-32, Gachibowli Financial District New Delhi – 110014, Nanakramguda, Hyderabad Tel: +91 11 2437 1038/39/40 Tel: +91 40 6716 2222; Fascimile: +91 40 2343 1551 Fax: +91 11 2437 9484 Email: [email protected]; Email: [email protected] Investor Grievance Email: [email protected] Website: www.mvkini.com Website: http:\\karisma.karvy.com; Contact Person: Mr. M Murli Krishna Contact Person: Mr. Ashish Suman / Ms. Vidisha Krishan SEBI Registration No.: INR000000221 ESCROW COLLECTION BANKS / BANKERS TO THE ISSUE Company Secretary & Compliance Officer Axis Bank Limited, ICICI Bank Limited, IDBI Bank Limited, IndusInd Mr. S K Ajmani Bank Limited, State Bank of India, HDFC Bank Limited, Yes Bank Limited. Company Secretary & GM (Term Loans) For further details, please refer Section “General Information” of the Prospectus. UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road, New Delhi 110 003, India Tel.: +91 11 2436 9766/69 Facsimile: +91 11 2436 8070 Email: [email protected] Website: www.irfc.nic.in

INDIAN RAILWAY FINANCE CORPORATION LIMITED 5 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

REFUND BANK Credit Rating and Rationale 1. CRISIL has reaffirmed the credit rating of “CRISIL AAA/Stable” to State Bank of India Capital Market Branch the debt program of (“Debt Programme”) vide its letter No. MB/FSR/ Videocon Heritage (Killick House) IRFC/2015-16/1276 dated November 2, 2015 revalidated the said rating Ground Floor, Charanjit Rai Marg, vide its letter No. No. MB/FSR/IRFC/2015-16/1966 dated February Fort, Mumbai 400 001 29, 2016. Instruments with this rating are considered to have the highest Telephone: +91 22 2209 4932 degree of safety regarding timely servicing of financial obligations. Facsimile: +91 22 2209 4921 2. ICRA Limited (“ICRA”) has assigned the credit rating of “[ICRA] Email: [email protected] Website: www.statebankofindia.com AAA” to the long term borrowing programme of the Company vide its Contact person: Mr. R Subramaniam letter no. D/RAT/2015-16/11/7 dated October 13, 2015 and revalidated SEBI registration no. : INBI00000038 the said rating vide its letter No. D/RAT/2015-16/11/10 dated February Self Certified Syndicate Banks 29, 2016. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. The list of Designated Branches that have been notified by SEBI to act as SCSBs for the ASBA process is provided on http://www.sebi.gov.in/ 3. Credit Analysis & Research Limited (“CARE”) has assigned the rating sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other of “CARE AAA” to the long term market borrowing programme of website as may be prescribed by SEBI from time to time. For more the Company vide its letter no. CARE/DRO/RL2015-16/1859 dated information on the Designated Branches collecting ASBA Applications, October 14, 2015 revalidated the said rating vide its letter No. CARE/ see the above mentioned web-link. DRO/RL/2015-16/2788 dated February 29, 2016. Bankers to the Company Further, our Company undertakes that the rating rationale/credit rating letter Corporation Bank, Vijaya Bank issued by the aforesaid rating agencies would not be older than one month For further details, please refer Section “General Information” of the on the date of opening of the Issue. Prospectus. For details in relation to the rationale for the credit rating by CRISIL, Credit Rating Agencies ICRA and CARE, see Appendix III of the Shelf Prospectus. Further, kindly CRISIL Limited note these ratings are not a recommendation to buy, sell or hold securities CRISIL House, Central Avenue, and Investors should take their own decision. These ratings are subject to Hiranandani Business Park, revision or withdrawal at any time by the assigning rating agency (ies) and Powai, Mumbai 400 076 should be evaluated independently of any other ratings. Tel: +91 22 3342 3000 TABLE OF CONTENTS Page No. Fax: +9122 3342 3050 E-mail: [email protected] Objects of the Issue 8 Website: www.crisil.com Issue Procedure 9 Contact Person: Mr. Rajat Bahl Other Instructions 19 SEBI Registration No.: IN/CRA/001/1999 ICRA Limited Basis of Allotment 20 Building No. 8, 2nd Floor, Tower A, Terms of the Issue 22 DLF Cyber City, Phase- II, Gurgaon 122 002 Details Pertaining to the Company 29 Tel: +91 124 454 5892 Fax: +91 124 405 0424 Outstanding Litigation and Material Developments 32 E-mail: [email protected] Other Regulatory and Statutory Disclosures 35 Website: www.icra.in Contact Person: Mr. Amit Kumar Gupta Risk Factors 40 SEBI Registration No.: IN/CRA/008/2015 Material Contracts and Documents for Inspection 41 Credit Analysis & Research Limited Declaration 41 13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi - 110055 Centres of Availability and Acceptance of Application Forms 42 Tel: +91 11 4533 3200 List of Self Certified Syndicate Banks (SCSBs) under the 48 Fax: +91 11 4533 3238 ASBA Process E-mail: [email protected] Website: www.careratings.com Contact Person: Mr. Gaurav Dixit SEBI Registration No.: IN/CRA/004/1999

6 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

DISCLAIMER Disclaimer in Respect of Jurisdiction The Issue is being made in India, to: Foreign Portfolio Investors, Foreign Institutional Investors and sub-accounts registered with SEBI; Public Financial Institutions, scheduled commercial banks, multilateral and bilateral development financial institutions, state industrial development corporations, which are authorised to invest inthe Bonds; Provident funds and pension funds with minimum corpus of ` 25 crores, which are authorised to invest in the Bonds; Insurance companies registered with the IRDA; National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; Insurance funds set up and managed by the army, navy or air force of the Union of India or set up and managed by the Department of Posts, India; Mutual funds registered with SEBI; and Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. Companies within the meaning of sub-section 20 of Section 2 of the Companies Act, 2013; Statutory bodies/ corporations; Cooperative banks; Trusts including Public/ private charitable/religious trusts; Limited liability partnership; Regional rural banks; Partnership firms; FPIs, FIIs and QFIs, not being an individual; Association of Persons; Societies registered under the applicable law in India and authorized to invest in Bonds; and Any other legal entities incorporated in India and authorised to invest in the Bonds, subject to compliance with the relevant regulations applicable to such entities. Resident Indian individuals; Hindu Undivided Families through the Karta; Non Resident Indians on repatriation as well as non-repatriation basis.; and eligible FPIs, QFIs being an individual, applying for an amount aggregating to above `10 lakhs across all Series of Bonds in each Tranche Issue. Resident Indian individuals; Hindu Undivided Families through the Karta; Non Resident Indians on repatriation as well as non-repatriation basis; and eligible FPIs, QFIs, being an individual, applying for an amount aggregating upto and including ` 10 lakhs across all Series of Bonds in each Tranche Issue. The Shelf Prospectus and Prospectus Tranche-II will not, however constitute offers to sell or an invitation to subscribe for the Bonds offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the Shelf Prospectus and the Prospectus Tranche-II comes is required to inform himself or herself about, and to observe, any such restrictions. US disclaimer Nothing in the Prospectus Tranche-II constitutes an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state of the United States or other jurisdiction and the Bonds may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer has not registered and does not intend to register under the U.S. Investment Company Act, 1940 in reliance on Section 3(c)(7) thereof. The Prospectus Tranche-II may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be forwarded to any U.S. Person or to any U.S. address. Each other purchaser of the Bonds will be required to represent and agree, among other things, that (i) such purchaser is a non-U.S. person acquiring the Bonds in an “offshore transaction” in accordance with Regulation S, and (ii) any reoffer, resale, pledge or transfer of the Bonds by such purchaser will not be made to a person in the United States or to a person known by the undersigned to be a U.S. Person, in each case in accordance with all applicable securities laws. EU disclaimer No offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Issue or otherwise in respect of the Bonds, in any member State of the European Economic Area which has implemented the Prospectus Directive except for any such offer made under exemptions available under the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a prospectus pursuant to the Prospectus Directive, in respect of the Issue or otherwise in respect of the Bonds. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision should be made on the basis of the final terms and conditions of the Bonds and the information contained in the Prospectus Tranche-II read with Shelf Prospectus. In addition, please refer to the Section titled “Regulations and Policies- Foreign Tax Account Compliance Act (“FATCA”)” on Page 83 of the Shelf Prospectus.

INDIAN RAILWAY FINANCE CORPORATION LIMITED 7 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

DETAILS PERTAINING OF THE ISSUE Funding Plan Not applicable OBJECTS OF THE ISSUE Summary of the project appraisal report Not applicable Issue Proceeds Schedule of implementation of the Project The Company shall issue Bonds for an amount of ` 50,000 lakhs with an option Not Applicable to retain oversubscription upto ` 1,95,000 lakhs aggregating upto ` 2,45,000 Variation in terms of contract or objects lakhs in one or more tranche(s) by way of public issue, on or prior to March 31, Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any 2016 pursuant to CBDT Notification dated July 6, 2015 and CBDT Notification time, vary the terms of the Objects for which the Shelf Prospectus and Prospectus Amendment dated February 26, 2016 which authorised the Company to raise further Tranche-II is issued, except as may be prescribed under the applicable laws and Bonds aggregating up to ` 3,50,000* lakhs in the financial year 2015-16 through under Section 27 of the Companies Act, 2013. public issue and/or private placement. Interim use of Proceeds The Board of Directors, at their meeting held on March 11, 2015 have approved The Board of Directors of the Company, in accordance with the policies formulated the Issue, in one or more tranche(s), of tax free bonds subject to directions issued by them from time to time, will have flexibility in deploying the proceeds received by Ministry of Finance. from the Issue. Pending utilization of the proceeds out of the Issue for the purposes Our Company proposes to raise an amount of ` 50,000 lakhs with an option to described above, the Company intends to temporarily invest funds in high quality retain oversubscription upto ` 1,95,000 lakhs aggregating upto ` 2,45,000 lakhs interest bearing liquid instruments including money market Mutual Funds, deposits by present issue of Bonds. with banks or temporarily deploy the funds in investment grade interest bearing * In terms of the CBDT Notification -1, our Company has raised ` 1,13,900 Lakhs securities or inter corporate loans as may be approved by the Board. Such investment and ` 32,900 Lakhs on a private placement basis through Private Placement Offer would be in accordance with the investment policies approved by the Board or any Letters dated July 31, 2015 and August 21, 2015 respectively. Our Company committee thereof from time to time. also raised ` 4,53,200.00 Lakhs through Tranche-I Issue. Further, vide CBDT Monitoring of Utilization of Funds notification Amendment, our Company has been authorised to raise further amount In terms of the SEBI Debt Regulations, there is no requirement for appointment of upto` 3,50,000.00 Lakhs through private placement and public issue through a monitoring agency in relation to the use of proceeds of the Issue. Our Board of Tranche-II Issue.. Hence, in terms of CBDT Notification -1 and CBDT notification Directors shall monitor the utilisation of the proceeds of the Issue. Our Company Amendment, our Company has been authorised to raise an aggregate amount will disclose in our financial statements for the relevant fiscal commencing from of upto ` 9,50,000.00 Lakhs through public issue and private placement during Fiscal 2016, the utilisation of the proceeds of the Issue under a separate head along Fiscal 2016. Our Company had filed a Shelf Prospectus dated December 2, 2015, with any details in relation to all such proceeds of the Issue that have not been for an amount of ` 1,00,000 lakhs with an option to retain oversubscription upto utilized thereby also indicating investments, if any, of such unutilized proceeds of ` 3,53,200 Lakhs aggregating upto ` 4,53,200 Lakhs (i.e. Shelf Limit).Hence, in the Issue. We shall utilize the proceeds of the Issue only upon the execution of terms of CBDT notification Amendment, the Shelf Limit has been modified and the documents for creation of security as stated in the Prospectus Tranche-II in increased to ` 6,98,200 Lakhs (i.e.Revised Shelf Limit). Also, in terms of CBDT the section titled “Terms of the Issue - Security” on page 62 of the Prospectus notification Amendment, our Company has raised ` 1,05,000 Lakhs on a private Tranche-II and upon the listing of the Bonds. placement basis through Private Placement Offer Letters dated March 2, 2016. Proposed Issue Expenses Our Company may also raise Bonds through private placement route in one or A portion of the Issue proceeds will be used to meet Issue expenses. The following more tranches during the process of the present Issue, except the period from are the proposed issue expenses. Issue Opening Date till allotment of Bonds for the relevant Tranche Issue. The Particulars Amount Percentage of Percentage of aggregate amount raised through the private placement route shall not exceed ` 30% of the allocated limit for raising funds through the Bonds during the Fiscal ( in lakhs) proceeds of the total expenses of 2016. Our Company shall ensure that Bonds issued through the public issue Issue (in %) the Issue (in %) route and private placement route in Fiscal 2016 shall together not exceed the Fees payable to Intermediaries allocated limit of ` 9,50,000.00 lakhs. In case our Company raises funds through Registrar to the Issue 16.72 0.01 1.12 private placements, the Residual Shelf Limit for the Issue shall get reduced by Legal Advisors 1.70 0.00 0.11 such amount raised. Our Company vide letter dated February 29, 2016 had Debenture Trustee 0.25 0.00 0.02 sought modification in the Shelf Limit from SEBI, SEBI vide its letter No. IMD/ Printing and 55.00 0.02 3.70 DOF-1/AKS/OW/6484/2016 dated March 3, 2016 has allowed the Company to Stationary raised funds under the Revised Shelf Limit Advertising and 15.75 0.01 1.06 Utilisation of Issue Proceeds marketing The funds raised through this Issue will be utilized towards financing the acquisition Lead Managers’ 1347.5 0.55 90.62 of rolling stock which will be leased to the MoR in line with present business Fees, Brokerage* and activities. The utilisation of Issue Proceeds shall be in compliance with various Selling Commission guidelines/regulations/clarifications issued by RBI, SEBI or any other statutory Other Miscellaneous 50.00 0.02 3.36 authority from time to time. Expenses For further details in relation to the aforesaid business and associated risk, see Total 1486.92 0.61 100.00 sections titled “Our Business” and “Risk Factors” beginning on page 68 and 12 * The Company shall pay processing fees to the SCSBs for ASBA forms procured of the Shelf Prospectus, respectively. by Lead Managers/Consortium Members/Sub-Consortium Members/Brokers/ Sub- The main objects clause of our Memorandum of Association permits our Company brokers/Trading Members and submitted to SCSBs for blocking the Application to undertake its existing activities as well as the activities for which the funds are Amount of the Applicant, at the rate of ` 15 per Application Form procured, as being raised through this Issue. finalised by the Company. However, it is clarified that in case of ASBA Application Our Company is a public sector enterprise and, as such, we do not have any Forms procured directly by the SCSBs, the relevant SCSBs shall not be entitled identifiable ‘group’ companies or ‘companies under the same management’. Further, to any ASBA processing fee. Further, in terms of CBDT Notification-1 for this in accordance with the SEBI Debt Regulations, IRFC will not utilize the proceeds public issue of Bonds, the issue expenses shall not exceed 0.65% of the Issue of the Issue for providing loans to or acquisition of shares of any person who is Size. part of the same group or who is under the same management. The above expenses are indicative and are subject to change depending on the Purpose for which there is a requirement of funds actual level of subscription to the Prospectus Tranche - II Issue and the number of As mentioned above. Allottees, market conditions and other relevant factors.

8 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Benefit / Interest Accruing To Directors/KMP Out of the Objects of the Issue using the online payment gateway of the Stock Exchanges. No benefit or interest accrues to Directors or Key Managerial Person of the Company Applicants are advised to make their independent investigations and ensure that out of Issue Proceeds their Applications does not exceed the investment limits or maximum number Undertakings with respect to Issue Proceeds of Bonds that can be held by them under applicable law or as specified in the The Company undertakes the following : 1. That in accordance with the SEBI Prospectus Tranche-II. Debt Regulations, it will not utilize the issue proceeds for providing loans to or PLEASE NOTE THAT ALL TRADING MEMBERS WHO WISH TO COLLECT acquisition of shares of any person who is part of the same group or who is under AND UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC the same management; 2. Other than as mentioned in the section titled “Objects of APPLICATION PLATFORM PROVIDED BY STOCK EXCHANGE/(S) the Issue”, the Issue proceeds shall not be utilized towards full or part consideration WILL NEED TO APPROACH STOCK EXCHANGE (S) AND FOLLOW for the purchase or any direct or indirect acquisition, including by way of a lease, THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY STOCK of any immovable property; 3. It will not use the proceeds of the Issue for the EXCHANGE(S). purchase of any business or in the purchase of any interest in any business whereby Please note that this section has been prepared based on the circular no. CIR./IMD/ the Company shall become entitled to the capital or profit or losses or both in such DF-1/20/2012 dated July 27, 2012 issued by SEBI (“Debt Application Circular”). business exceeding 50% thereof. 4. No part of the proceeds from this Issue will The procedure mentioned in this section is subject to the Stock Exchanges putting be paid by us as consideration to our Directors, Key Managerial Personnel. 5. The in place the necessary systems and infrastructure for implementation of the amount earmarked for General Corporate Purposes shall not exceed 25% of the provisions of the abovementioned circular, including the systems and infrastructure amount raised by our Company in this Issue required in relation to Applications made through the Direct Online Application We propose to issue Bonds to Eligible NRIs, FPIs, FIIs and Eligible QFIs on a Mechanism and the online payment gateways to be offered by Stock Exchanges non-repatriable as well as repatriable basis. Under the provisions of the Master and accordingly is subject to any further clarifications, notification, modification, Direction – Borrowing and Lending transactions in Indian Rupee between Persons direction, instructions and/or correspondence that may be issued by the Stock Resident in India and Non-Resident Indians/ Persons of Indian Origin, as amended, Exchanges and/or SEBI. The following section may consequently undergo change any monies borrowed from a person resident outside India cannot be used: (a) for between the dates of the Shelf Prospectus and the Tranche Prospectus(es). Specific any purpose except in one’s own business other than (i) the business of chit fund, attention is drawn to the Circular No. CIR/IMD/DF/18/2013 dated October 29, (ii) as Nidhi Company, (iii) agricultural or plantation activities or real estate business; 2013 issued by SEBI, which amends the provisions of Circular No. CIR./IMD/ or construction of farm houses; or (iv) trading in Transferable Development Rights DF-1/20/2012 dated July 27, 2012 to the extent that it provides for allotment in (TDRs); or (b) for any investment, whether by way of investment or for onlending public issues of debt securities to be made on the basis of date of upload of each capital or otherwise, in any company or partnership firm or proprietorship concern application into the electronic book of the stock exchanges, as opposed to the or any entity, whether incorporated or not, or for the purpose of re-lending. date and time of upload of each such application. To ensure compliance with the aforementioned, the Company shall open and maintain The Members of the Syndicate and the Company shall not be responsible or separate escrow accounts with the Escrow Collection Bank(s) in connection with all liable for any errors or omissions on the part of trading members in connection Application Amounts received from Eligible NRIs FIIs and Eligible QFIs and other with the responsibility of Trading Members in relation to collection and upload non-resident Applicants across all Categories (“Non Resident Escrow Account”). of Applications in this issue on the electronic application platform provided by All Application Amounts received from Eligible NRIs, FPIs, FIIs, Eligible QFIs Stock Exchanges. Further, Stock Exchanges will be responsible for addressing and other non-resident Applicants shall be deposited in the Non Resident Escrow Investor grievances arising from applications through Trading Members. Account maintained with each Escrow Collection Bank(s). Upon creation of security Please note that as per Para 4 of SEBI Circular No. CIR/CFD/DIL/12/2012 dated as disclosed in the Prospectus Tranche-II, the Escrow Collection Bank(s) shall September 13, 2012, for making Applications by banks on own account using transfer the monies from the Non Resident Escrow Accounts to a separate bank ASBA facility, SCSBs should have a separate account in own name with any account (“Non Resident Public Issue Account”) which shall be different from other SEBI registered SCSB/s. Only such account shall be used for the purpose the Public Issue Account. The Company shall at all times ensure that any monies of making Application in public issues and clear demarcated funds should be kept in the Non Resident Public Issue Account shall be utilised only in accordance available in such account for ASBA Applications with and subject to the restrictions contained in the Master Direction – Borrowing Please note that for the purpose of this section, the term “Working Day” shall and Lending transactions in Indian Rupee between Persons Resident in India and mean all days excluding Sundays or a holiday of commercial banks in New Delhi/ Non-Resident Indians/ Persons of Indian Origin, and other applicable statutory and/ Mumbai, except with reference to Issue Period, where Working Days shall mean or regulatory requirements. all days, excluding Saturdays, Sundays and public holiday in India. Furthermore, The Issue Proceeds from Bonds allotted to Banks will not be utilized for any for the purpose of post Issue Period, i.e. period beginning from Issue Closing Date purpose which may be in contravention of the RBI guidelines on bank financing to listing of the Bonds, Working Days shall mean all days excluding Sundays or a to NBFCs including those relating to classification as capital market exposure or holiday of commercial banks in New Delhi /Mumbai or a public holiday in India. any other sectors that are prohibited under the RBI regulations. Who can apply? ISSUE PROCEDURE The following categories of persons are eligible to apply in the Issue. Category I*: Qualified Institutional Buyers as defined in SEBI (Issue of Capital This section applies to all Applicants. ASBA Applicants and Applicants applying and Disclosure Requirements) Regulation, 2009 as amended including: • Foreign through the Direct Online Application Mechanism (as defined hereinafter) should Portfolio Investors (“FPI”), Foreign Institutional Investor (“FII”) and sub-accounts note that the ASBA process and the Direct Online Application Mechanism involves (other than a sub account which is a foreign corporate or foreign individual) application procedures that are different from the procedure applicable to all other registered with SEBI, Qualified Foreign Investor (“QFI”), not being an individual and Applicants. However, there is a common Application Form for all Applicants except registered with SEBI; • Public Financial Institutions, scheduled commercial banks, eligible FPIs/FIIs, eligible FPIs/FII/QFIs and Eligible NRIs for whom there will state industrial development corporations, multilateral and bilateral development be separate Application Form. Please note that all Applicants are required to pay financial institutions which are authorised to invest in the Bonds; • Provident funds the full Application Amount or ensure that the ASBA Account has sufficient credit and pension funds with minimum corpus of ` 25 crores, which are authorised to balance such that the entire Application Amount can be blocked by the SCSB while invest in the Bonds; • Insurance companies registered with the IRDA; • National making an Application. In case of ASBA Applicants, an amount equivalent to the full Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November Application Amount will be blocked by the SCSBs in the relevant ASBA Accounts. 23, 2005 of the Government of India published in the Gazette of India; • Insurance ASBA Applicants should note that they may submit their ASBA Applications to the funds set up and managed by the army, navy or air force of the Union of India or Members of the Syndicate or Trading Members only at the Syndicate ASBA Application set up and managed by the Department of Posts, India; • Mutual funds registered Locations, or directly to the Designated Branches of the SCSBs. Applicants other with SEBI; and Alternative Investment Funds, subject to investment conditions than ASBA Applicants are required to submit their Applications to the Members of applicable to them under the Securities and Exchange Board of India (Alternative the Syndicate or Trading Members (at the application centres of the Members of the Investment Funds) Regulations, 2012. Syndicate will be mentioned in the Application Form)or make online Applications * As per Section 186(7) of the Companies Act, 2013 a company shall not provide

INDIAN RAILWAY FINANCE CORPORATION LIMITED 9 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS loan at a rate of interest lower than the prevailing yield of Government Security Exchanges. Further, Application Forms will also be provided to Trading Members closest to the tenor of the loan. However, MCA through its General Circular at their request. No. 06/2015 dated April 9, 2015, has clarified that companies investing in A unique application number will be generated for every Application Form tax-free bonds wherein the effective yield (effective rate of return) on the downloaded from the websites. Our Company may also provide Application Forms for bonds is greater than the prevailing yield of one year, three year, five year being downloaded and filled at such websites as it may deem fit. In addition, online and ten year Government Security closest to the tenor of the loan, there is demat account portals may also provide the facility of submitting the Application no violation of sub-section (7) of section 186 of the Companies Act, 2013. Forms online to their account holders’. Category II *: • Companies within the meaning of sub-section 20 of Section 2 The prescribed colour of the Application Form for the Applicants is as follows: of the Companies Act, 2013; • Statutory bodies/corporations; • Cooperative banks; • • Category Colour of the Trusts including Public/ private/ charitable/religious trusts; Limited liability Application Form partnership; • Regional rural banks; • Partnership firms in the name of partners; • QFIs and FPIs not being individuals; • Association of Persons; • Societies registered Resident Indians– ASBA Applicants as well as Non- White under the applicable law in India and authorized to invest in Bonds; and • Any ASBA Applicants other domestic legal entities authorised to invest in the Bonds, subject to compliance FPIs, FIIs, Eligible QFIs and Eligible NRIs (applying on Blue with the relevant regulations applicable to such entities. a repatriation as well as non-repatriation basis) – ASBA * As per Section 186(7) of the Companies Act, 2013 a company shall not provide Applicants as well as Non-ASBA Applicants loan at a rate of interest lower than the prevailing yield of Government Security Please note that there is a single Application Form for ASBA Applicants as well closest to the tenor of the loan. However, MCA through its General Circular as non-ASBA Applicants who are persons resident in India. There is a separate No. 06/2015 dated April 9, 2015, has clarified that companies investing in Application Form for Applicants (ASBA Applicants and non-ASBA Applicants) who tax-free bonds wherein the effective yield (effective rate of return) on the are FPIs, FIIs, Eligible QFIs and Eligible NRIs applying for Bonds on repatriation bonds is greater than the prevailing yield of one year, three year, five year or a non-repatriation basis. and ten year Government Security closest to the tenor of the loan, there is Methods of Application no violation of sub-section (7) of section 186 of the Companies Act, 2013. An eligible Investor desirous of applying in the Issue can make Applications by Category III: The following Investors applying for an amount aggregating to above one of the following methods : 1. Applications through the ASBA process; and 2. ` 10 lakhs across all Series of Bonds in each Tranche Issue: • Resident Indian Non-ASBA Applications. individuals; • Eligible NRIs on a repatriation or non – repatriation basis; • Hindu Applicants are requested to note that in terms of the Debt Application Circular, Undivided Families through the Karta; and • Eligible QFIs and FPIs being individuals. SEBI has mandated issuers to provide, through a recognized stock exchange which Category-IV: The following Investors applying for an amount aggregating to up offers such a facility, an online interface enabling direct application by Investors to a to and including ` 10 lakhs across all Series of Bonds in each Tranche Issue: • public issue of their debt securities with an online payment facility (“Direct Online Resident Indian individuals; • Eligible NRIs on a repatriation or non – repatriation Application Mechanism”). In this regard, SEBI has, through the Debt Application basis; • Hindu Undivided Families through the Karta; and • Eligible QFIs and Circular, directed recognized stock exchanges in India to put in necessary systems FPIs being individuals. and infrastructure for the implementation of the Debt Application Circular and the Participation of any of the aforementioned categories of persons or entities is subject Direct Online Application Mechanism. In the event that the Stock Exchanges put in to the applicable statutory and/or regulatory requirements in connection with the necessary systems, infrastructure and processes in place so as to enable the adoption subscription to Indian securities by such categories of persons or entities. of the Direct Online Application Mechanism prior to the Issue Opening Date, we The Investor must ensure that in case it is a FPIs, FIIs, Eligible QFI and/ or shall offer eligible Investors desirous of applying in the Issue the option to make Eligible NRI, it is not (i) based in the United States of America, (“USA”), and/or, Applications through the Direct Online Application Mechanism. (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) If such systems, infrastructures or processes are put in place by the Stock Exchanges subject to any taxation laws of the USA. prior to the Issue Opening Date, the methods and procedure for relating to the Direct Applicants are advised to ensure that they have obtained the necessary statutory Online Application Mechanism shall be widely disseminated by us through a public and/or regulatory permissions/consents/approvals in connection with applying notice in a reputed national daily newspaper having wide circulation. for, subscribing to, or seeking allotment of Bonds pursuant to the Issue. Applications through the ASBA process The Lead Managers and their respective associates and affiliates are permitted to Please note that application through ASBA is optional for all categories of subscribe in the Issue. Applicants. The information below is given for the benefit of Applicants. Our Company and Applicants who wish to apply through the ASBA process by filling in physical the Lead Managers are not liable for any amendment or modification or changes Application Form will have to select the ASBA mechanism in Application Form in applicable laws or regulations, which may occur after the date of the Prospectus and provide necessary details. Applicants can submit their Applications through the Tranche-II. ASBA process by submitting the Application Forms to the Designated Branch of How to apply? the SCSB with whom the ASBA Account is maintained or through the Members of Availability of the Shelf Prospectus, Prospectus Tranche-II, Abridged Prospectus the Syndicate or Trading Members (ASBA Applications through the Members of the and Application Forms. Syndicate and Trading Members shall hereinafter be referred to as the “Syndicate Please note that there is a single Application Form for ASBA Applicants as ASBA”), prior to or on the Issue Closing Date. ASBA Applications through the well as non-ASBA Applicants who are persons resident in India. There is a Members of the Syndicate and Trading Members is permitted only at the separate Application Form for Applicants (ASBA Applicants and non-ASBA Syndicate ASBA Application Locations (Mumbai, Chennai, Kolkata, Delhi, Applicants) who are FPIs, FIIs, Eligible QFIs and Eligible NRIs applying for Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Vadodara and Surat). Bonds on repatriation or a non-repatriation basis. Kindly note that Application Forms submitted by ASBA Applicants to Members Copies of the Abridged Prospectus containing the salient features of the Tranche of the Syndicate and the Trading Members at the Syndicate ASBA Application Prospectus (for a particular Tranche Issue) together with Application Forms may Locations will not be accepted if the SCSB with which the ASBA Account, as be obtained from our Registered and Corporate Office, the Lead Managers, the specified in the Application Form is maintained has not named at least one branch Consortium Members and the Designated Branches of the SCSBs. Additionally at that location for the Member of the Syndicate or the Trading Members to deposit the Shelf and Prospectus Tranche-II and the Application Forms will be available the Application Form (A list of such branches is available at http://www.sebi.gov. for download on the websites of Stock Exchanges at www.nseindia.com and www. in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). bseindia.com and at the designated branches of the SCSB & the Members of the Those Applicants who wish to apply through the ASBA process by filling in physical Syndicate at Syndicate ASBA location. Application Form will have to select the ASBA mechanism in Application Form and Electronic Application Forms will also be available on the websites of the Stock provide necessary details. The filled in Application Form containing instructions to Exchanges. SCSB to block the Application Amount shall be submitted to the designated branches Trading Members can download Application Forms from the websites of the Stock of the SCSBs. The ASBA Applications can also be submitted with the Member of

10 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS the Syndicate at the Syndicate ASBA Centres (only in Specified Centres) or with realise the payment instrument, and send the Application details to the Registrar. the Trading Members of the Stock Exchange, who shall in turn upload all such The Members of the Syndicate/ Trading Members are requested to note that all details of the Applicant that is required for the purpose of allotment based on the payment instruments are required to be banked with only the banking branches of ASBA Application Form on the platform of the Stock Exchange and forward the the Escrow Collection Banks, details of which will be available at the websites same to the SCSBs, in accordance with the circulars issued by SEBI in this regard of the BSE and NSE at www.bseindia.com and www.nseindia.com, respectively). from time to time. The Members of Syndicate and Trading Members of the Stock Accordingly, Applicants are requested to note that they must submit Application Exchange shall accept ASBA Applications only at the Syndicate ASBA Centres and Forms to Trading Members who are located in towns/ cities which have at least should ensure that they verify the details about the ASBA Account and relevant one banking branch of the Escrow Collection Banks. The Registrar shall match SCSB prior to accepting the Application Form. the Application details as received from the online platform of Stock Exchanges Care should be taken that such Application Forms should bear the stamp of the with the Application Amount details received from the Escrow Collection Banks relevant SCSB, Members of the Syndicate or trading members of the Stock Exchange, for reconciliation of funds received from the Escrow Collection Banks. In case otherwise they will be rejected. of discrepancies between the two data bases, the details received from the online Members of the Syndicate and Trading Members shall, upon receipt of Application platform of Stock Exchanges will prevail. Upon Allotment, the Registrar will credit Forms from ASBA Applicants, upload the details of these Application Forms to the the Bonds in the demat accounts of the successful Applicants as mentioned in the online platform of the Stock Exchanges and submit these Application Forms with Application Form. Please note that neither our Company, nor the Members of the the SCSB with whom the relevant ASBA Accounts are maintained in accordance Syndicate, nor the Registrar shall be responsible for redressal of any grievances that with the Debt Application Circular. The SCSB shall block an amount in the ASBA Applicants may have in regard to the non-ASBA Applications made to the Trading Account equal to the Application Amount specified in the Application Form. Members, including, without limitation, relating to non-upload of the Applications ASBA Applications in electronic mode will only be available with such SCSBs who data. All grievances against Trading Members in relation to the Issue should be provide such an electronic facility. In case of ASBA Applications in such electronic made by Applicants to the relevant Stock Exchange. (ii) Non-ASBA Applications form, the ASBA Applicant shall submit the Application Form with instruction to for Allotment of the Bonds in physical form: Applicants (except for Eligible QFIs/ block the Application Amount either through the internet banking facility available eligible FIIs/ eligible FPIs, who will be allotted bonds only in dematerialized with the SCSB, or such other electronically enabled mechanism for applying and form) can also apply for Allotment of the Bonds in physical form by submitting blocking funds in the ASBA Account held with SCSB, as would be made available duly filled in Application Forms to the Members of the Syndicate or the Trading by the concerned SCSB. Members, along with the accompanying account payee cheques or demand drafts In case of ASBA Application in physical mode, the ASBA Applicant shall submit representing the full Application Amount and KYC documents as specified in the the Application Form at the relevant Designated Branch of the SCSB. The sections titled “Issue Procedure – Applications by various Applicant Categories” Application forms in physical mode, which shall be stamped, can also be submitted and “Issue Procedure - Additional instructions specific for Applicants seeking to the Members of the Syndicate & the Trading Members at the Syndicate ASBA Allotment of the Bonds in physical form” at pages 73 and 87 of the Prospectus Application location. The Designated Branch shall verify if sufficient funds equal Tranche-II respectively. The Members of the Syndicate and Trading Members shall, to the Application Amount are available in the ASBA Account, as mentioned in upon submission of the Application Forms to them, verify and check the KYC the ASBA Application, prior to uploading such ASBA Application into the bidding documents submitted by such Applicants and upload details of the Application on platform of the stock exchange(s). If sufficient funds are not available in the ASBA the online platform of Stock Exchanges, following which they shall acknowledge Account, the respective Designated Branch shall reject such ASBA Application the uploading of the Application Form by stamping the acknowledgment slip with and shall not upload such ASBA Application in the bidding platform of the stock the date and time and returning it to the Applicant. This acknowledgment slip shall exchange(s). If sufficient funds are available in the ASBA Account, the Designated serve as the duplicate of the Application Form for the records of the Applicant Branch shall block an amount equivalent to the Application Amount and upload and the Applicant shall preserve this and should provide the same for any queries details of the ASBA Application in the bidding platform of the stock exchange(s). relating to non-Allotment of Bonds in the Issue. The Designated Branch of the SCSBs shall stamp the Application Form Upon uploading of the Application details, the Members of the Syndicate and Trading Applications are liable to be rejected, wherein the SCSBs are not able to block Members will submit the Application Forms, along with the payment instruments the funds for Application Forms which have been uploaded by the Member of the to the Escrow Collection Banks, which will realise the payment instrument, and Syndicate or Trading Members of the Stock Exchange due to any reason send the Application Form and the KYC documents to the Registrar. The Registrar Our Company, our directors, affiliates, associates and their respective directors and shall check the KYC documents submitted and match Application details as received officers, Lead Managers and the Registrar shall not take any responsibility for acts, from the online platform of Stock Exchanges with the Application Amount details mistakes, errors, omissions and commissions etc. in relation to ASBA Applications received from the Escrow Collection Banks for reconciliation of funds received accepted by SCSBs and Trading Members, Applications uploaded by SCSBs, from the Escrow Collection Banks. In case of discrepancies between the two data Applications accepted but not uploaded by SCSBs or Applications accepted and bases, the details received from the online platform of Stock Exchanges will prevail. uploaded without blocking funds in the ASBA Accounts. It shall be presumed that The Members of the Syndicate/ Trading Members are requested to note that all for Applications uploaded by SCSBs, the Application Amount has been blocked in Applicants are required to be banked with only the banking branches of Escrow the relevant ASBA Account. Further, all grievances against Trading Members in Collection Banks, details of which will be available at the websites of the BSE relation to the Issue should be made by Applicants directly to Stock Exchanges. and NSE at www.bseindia.com and www.nseindia.com, respectively). Accordingly, Please note that you cannot apply for the Bonds through the ASBA process if Applicants are requested to note that they must submit Application Forms to Trading you wish to be Allotted the Bonds in physical form. Members who are located in towns/ cities which have at least one banking branch Non-ASBA Applications: (i) Non- ASBA Applications for Allotment of the Bonds of the Escrow Collection Banks. Upon Allotment, the Registrar will dispatch in dematerialised form: Applicants may submit duly filled in Application Forms Bond Certificates to the successful Applicants to their addresses as provided in the either in physical or downloaded Application Forms to the Members of the Syndicate Application Form. Please note that, in the event that KYC documents of an or the Trading Members accompanied by account payee cheques/ demand drafts Applicant are not in order, the Registrar will withhold the dispatch of Bond prior to or on the Issue Closing Date. The Members of the Syndicate and Trading Certificates pending receipt of complete KYC documents from such Applicant. Members shall, upload the non-ASBA Application on the online platform of Stock In such circumstances, successful Applicants should provide complete KYC Exchanges, following which they shall acknowledge the uploading of the Application documents to the Registrar at the earliest. Form by stamping the acknowledgment slip with the date and time and returning Please note that in such an event, any delay by the Applicant to provide it to the Applicant. This acknowledgment slip shall serve as the duplicate of the complete KYC documents to the Registrar will be at the Applicant’s sole risk Application Form for the records of the Applicant and the Applicant should preserve and neither our Company, the Registrar, the Escrow Collection Banks, or the this and should provide the same for any grievances relating to their Applications. Members of the Syndicate, will be liable to compensate the Applicants for any Upon uploading the Application on the online platform of Stock Exchanges, the losses caused to them due to any such delay, or liable to pay any interest on Members of the Syndicate and Trading Members will submit the Application Forms, the Application Amounts for such period during which the Bond Certificates along with the payment instruments to the Escrow Collection Banks, which will are withheld by the Registrar. Further, our Company will not be liable for any

INDIAN RAILWAY FINANCE CORPORATION LIMITED 11 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS delays in payment of interest on the Bonds allotted to such Applicants, and - II Issue shall make payment through its designated bank being a branch of a bank will not be liable to compensate such Applicants for any losses caused to them authorized by the Reserve Bank of India through a foreign currency denominated due to any such delay, or liable to pay any interest for such delay in payment account and special non-resident before making any investments in India. of interest on the Bonds. Investments by FPIs and FIIs Applicants must use only CTS compliant instruments and refrain from using Investments by RFPIs in this Issue will be restricted by various circulars issued by NON-CTS 2010 instruments for payment of the Application Amount. SEBI and RBI providing for corporate debt limits. In particular, the SEBI circular Members of the Syndicate or Trading Members are also required to ensure that the bearing reference No.CIR/IMD/FIIC/6/2013, dated April 1, 2013 provides that the Applicants are competent to contract under the Indian Contract Act, 1872 including following categories of debt limits shall be merged into a single category named minors applying through guardians, at the time of acceptance of the Application Forms. ‘Corporate Debt’: 1. Corporate debt – Old for FIIs (US$ 20 billion). 2. Corporate Further, please note that Eligible QFIs/FIIs/FPIs cannot apply for Allotment debt – Old for QFIs (US$ 1 billion). 3. Corporate debt – Long Term (US$ 5 billion). of the Bonds in physical form. For further information, see the section titled 4. Corporate debt in relation to the long term infrastructure sector (US$ 12 billion). “Issue Procedure – Applications by various Applicant Categories – Applications 5. Investment by QFIs in debt mutual fund schemes which invest in the infrastructure by FPIs/FIIs/QFIs” on page 73 of the Prospectus Tranche-II. sector (US$ 3 billion). 6. Investment in Infrastructure Debt Funds (US$ 10 billion). Please note that allotment of bonds in physical form can be done only if The combined limit for FIIs in the Corporate Debt category is US$ 51 billion, as applicant does not hold any Demat account. provided in the table below. To supplement the foregoing, the mode and manner of Application and submission of Application Forms is illustrated in the following chart. Type of Investment Cap Eligible Remarks Instrument ($US billion) Investors Mode of Application* To whom the Application Form has to be submitted Government Debt 25 FII & QFI Eligible investors may invest Direct Online Online submission through the online platform and online in Treasury Bills only up to Applications payment facility offered by Stock Exchanges. US$ 5.5 billion within the ASBA Applications i to the Members of the Syndicate only at the Syndicate limit of US$ 25 billion ASBA Application Locations; or Corporate Debt 51 FII & QFI Eligible investors may invest ii to the Designated Branches of the SCSBs where the in Treasury Bills only up to ASBA Account is maintained; or US$ 5.5 billion within the iii to Trading Members only at the Syndicate ASBA limit of US$ 25 billion Application Locations. Non- ASBA i to the Members of the Syndicate; or The RBI has, through its circular (bearing RBI/2012-13/530) dated June 12, 2013, Applications enhanced the limit for investment by FIIs in the Government debt (long term) category by US$ 5 billion to US$ 30 billion. SEBI vide circular dated April 07, ii to Trading Members. 2014, bearing CIR/IMD/FIIC/8/2014, changed certain investment conditions and * Please note that Eligible QFIs/eligible FPIs/eligible FIIs cannot make Applications introduced restrictions for FII/QFI investments in Government debt securities. The for Allotment of the Bonds in physical form. combined limit for FIIs in the Corporate Debt category remains same as US$ 51 The Applicant applying under the ASBA Process agrees to block the entire amount billion, as provided in the table below: payable on Application with the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the amount payable on Application, Type of Investment Cap Eligible Investors Remarks in an ASBA Account Instrument ($US billion) After verifying that sufficient funds are available in the ASBA Account, details of Government 20 FII & QFI Available on demand. Eligible which are provided in the Application Form or through which the Application is Debt investors may invest only in being made in case of electronic ASBA Application, the SCSB shall block an amount dated securities of residual equivalent to the amount payable on Application mentioned in the Application Form maturity of one year and until it receives instructions from the Registrar. Upon receipt of intimation from the above, and existing investment Registrar, the SCSBs shall transfer such amount as per the Registrar’s instruction in Treasury Bills will be from the ASBA Account. This amount will be transferred into the Public Issue allowed to tapper off on Account maintained by us as per the provisions of Section 40 of the Companies maturity/sale Act, 2013. The balance amount remaining after the finalisation of the Basis of Government 10 FII & QFI Available on demand for Allotment shall be unblocked by the SCSBs on the basis of the instructions issued Debt FIIs registered with SEBI in this regard by the Registrar to the Issue to the respective SCSBs. as Sovereign Wealth Funds, In the event of withdrawal or rejection of Application Form or for unsuccessful Multilateral Agencies, Application Forms, the Registrar shall give instructions to the SCSB to unblock Endowment funds, Insurance the Application Amount in the relevant ASBA Account within twelve (12) Working funds, Pension Funds and Days of receipt of such instruction. Foreign Central Banks. Application Size: Minimum Five bonds (` 5000) across all Series of Bonds and Eligible investors may invest in multiples of 1 bond thereafter. only in dated securities of residual maturity of one year APPLICATIONS BY VARIOUS APPLICANT CATEGORIES and above. Applications by FPIs/FIIs/QFIs* Corporate 51 FIIs, QFIs, and Available on demand. Eligible A FPIs/FIIs/QFIs who purchases the Bonds under this Issue shall make the payment Debt Long terms investors may invest in for purchase of such securities either by inward remittance through normal banking investors registered Commercial Papers only upto channels or out of funds held in Foreign Currency Account or Non-resident Rupee with SEBI– US$ 2 billion within the limit Account maintained by such FPI with a designated branch of an authorized dealer Sovereign Wealth of US$ 51 billion in terms of the applicable regulations governing the same. Provided that an FII or Funds (SWFs), sub-account may continue to buy, sell or otherwise deal in securities subject to Multilateral the provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2014 (“FPI Agencies, Pension/ Regulations”), till the expiry of its registration as a FII (till the expiry of the block Insurance/ of three years) or sub-account, or until he obtains a certificate of registration as Endowment Funds, FPI, whichever is earlier. Foreign Central A RFPI (including all “QFIs and FPI”s) who purchases the Bonds under this Tranche Banks

12 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Further, pursuant to SEBI Circular no. CIR/IMD/FIIC/18/2010 dated November 2, banking channels i.e. through rupee denominated demand drafts/cheques drawn on a 2010 and RBI Circular (RBI A.P. (DIR Series) Circular No. 89) dated March 1, bank in India or by transfer of funds held in the Investor’s Non Resident Ordinary 2012, FIIs (and its sub-accounts) have been permitted to invest in primary issues (“NRO”) account/ NRE Account/ FCNR Account/ Non Resident Non Repatriable of NCDs/ bonds provided that the listing of such NCDs/ bonds is committed to (“NRNR”) Account/ Non Resident Special Rupee (“NRSR”) Account/any other be done within 15 days of such investment. In case the NCDs/bonds issued to the permissible account in terms of FEMA, maintained with an RBI authorised dealer SEBI registered FIIs / sub-accounts are not listed within 15 days of issuance of or a RBI authorised bank in India. bonds to the such FIIs /sub-accounts, for any reason, then the FII/sub-accounts are Applications by Eligible NRIs (applying either on a repatriation or a non-repatriation required to immediately dispose of such bonds/ NCDs either by way of sale to a basis) should be accompanied by (i) a bank certificate confirming that the demand third party or to the issuer. draft in lieu of the Application Money has been drawn on an NRE/ NRO/ FCNR/ As required under the terms of the aforesaid RBI Circular dated March 1, 2012, NRNR/ NRSR account; and (ii) if such Eligible NRI is a Person of Indian Origin our Company undertakes that it shall immediately redeem/ buyback the Bonds from (“PIO”), a PIO card. FIIs/ sub-accounts of FIIs in the event the Bonds allotted to them pursuant to the * The Issuer does not make any representations and does not guarantee Issue, are not listed within 15 days of the closure of the Issue. eligibility of any foreign investor, including, inter alia, FPIs, FIIs, Eligible The RBI has, through its circular (bearing RBI/2014-15/145) dated July 23, 2014 QFIs and Eligible NRIs for investment into the Issue either on a repatriation enhanced the limit for investment by RFPIs in the Government debt (long term) basis or on a non-repatriation basis. All foreign Investors have to verify their category by US$ 5 billion by correspondingly reducing the amount available to eligibility and ensure compliance with all relevant and applicable notifications long term investor from US$ 10 billion to US$ 5 billion within the overall limit of issued by the RBI and extant guidelines as well as all relevant and applicable US$ 30 billion. In terms of the aforesaid RBI circular, the changes are summarized guidelines, notifications and circulars issued by SEBI pertaining to their below: a) The incremental investment limit of US$ 5 billion shall be required to be eligibility to invest in the Bonds at the stage of investment in every Tranche invested in Government bonds with a minimum residual maturity of three years. b) Issue, at the time of remittance of their investment proceeds as well as at All future investment against the limit vacated when the current investment by an the time of disposal of the Bonds. The Issuer will not check or confirm RFPI runs of either through sale or redemption shall also be required to be made in eligibity of such investments in the Issue. Government bonds with a minimum residual maturity of three years. c) There will Issue and Allotment of Bonds to NRI Applicants be no lock-in period and RFPIs shall be free to sell the securities (including that Our Company confirms that : (i) the rate of interest on each series of Bonds does are presently held with less than three years of residual maturity) to the domestic not exceed the prime lending rate of the State Bank of India as on the date on which investors. Through its circular (bearing CIR/IMD/FIIC/1/2015) dated February 3, the resolution approving the Issue was passed by our Board, plus three percent basis 2015, SEBI had changed certain investment conditions and introduced restrictions points; (ii) the period for redemption of each Series of Bonds will not be less than for FPIs investments in Government debt securities. In terms of the aforesaid SEBI 3 years; (iii) we do not and shall not carry on agricultural /plantation /real estate circular, the changes are summarized below: i) All future investments within the business/ trading in Transferable Development Rights and do not and shall not act US$ 51 billion corporate debt limit category, including the limits vacated when as Nidhi or Chit Fund Company; (iv) We will file the following with the nearest the current investment by an FPI runs off either through sale or redemption, shall office of the Reserve Bank of India, not later than 30 days from thedate: (a) of be required to be made in corporate bonds with a minimum residual maturity of receipt of remittance of consideration received from Eligible NRIs in connection three years; ii) FPIs shall not be permitted to invest in liquid and money market with the Issue, full details of the remittances received, namely: (i) a list containing mutual fund schemes; iii) There will, however, be no lock-in period and FPIs names and addresses of each NRI Applicant who have remitted funds for investment shall be free to sell the securities (including those that are presently held with less in the Bonds on non-repatriation basis and repatriation basis; (ii) amount and date than three years residual maturity) to domestic investors. d) Through its circular of receipt of remittance and its rupee equivalent; and (iii) names and addresses of (bearing CIR/IMD/FII&C/18/2012) dated July 20, 2012, SEBI had permitted QFIs Authorised Dealers through whom the remittance has been received; Please note to invest in those debt mutual fund schemes that hold at least 25% of their assets that Application Amounts for the Bonds has to be paid in cheques or demand drafts (either in debt or equity or both) in the infrastructure sector under the US$ 3 billion only, in Rupee denominated currency only; and (b) of closure of the Issue, full investment limit for debt mutual fund schemes. These schemes were required to details of the monies received from NRI Applicants, namely: (i) a list containing invest in infrastructure debt having a minimum residual maturity of 5 years. This names and addresses of each NRI allottee and number of Bonds issued to each of restriction of 5 years residual maturity has been removed while the restriction of them on non-repatriation basis and repatriation basis, and (ii) a certificate from our 3 years initial maturity has been introduced. e) All the above changes in lock-in, Company Secretary that all provisions of the FEMA, and rules and regulations made initial maturity and residual maturity requirements shall apply for investments by thereunder in connection with the issue of the Bonds have been duly complied with. FIIs and Sub-Accounts in debt securities to be made after the date of the circular. We further confirm that the monies received from FPIs, FIIs, Eligible QFIs and Subject to compliance with all applicable Indian laws, rules, regulations guidelines Eligible NRIs who are Allotted Bonds pursuant to the Issue, will not be utilised and approvals in terms of regulation SEBI FPI Regulations, may issue or otherwise for any investment, whether by way of capital or otherwise, in any company or deal in offshore derivative instruments. partnership firm or proprietorship concern or any entity, whether incorporated Applications by NRIs or not, or for the purpose of re-lending. For further details, including details of We propose to issue Bonds to Eligible NRIs on a repatriable as well as non- utilization of funds, see the section titled “Objects of the Issue” on page 27 of repatriable basis. Eligible NRI Applicants should note that only such Applications the Prospectus Tranche-II. as are accompanied by payment in Indian Rupees only shall be considered for Applications by Mutual Funds Allotment. An Eligible NRI can apply for Bonds offered in the Issue subject to A mutual fund scheme cannot invest more than 15.00% of its NAV in debt instruments the conditions and restrictions contained in the Master Direction – Borrowing and issued by a single company which are rated not below investment grade by a credit Lending transactions in Indian Rupee between Persons Resident in India and Non- rating agency authorised to carry out such activity. Such investment limit may be Resident Indians/ Persons of Indian Origin, and other applicable statutory and/or extended to 20.00% of the NAV of the scheme with the prior approval of the board regulatory requirements including the interest rate requirement as provided in the of trustees and the board of asset Management Company. CBDT Notification. Allotment of Bonds to Eligible NRIs shall be subject tothe SEBI in its Board Meeting held on January 11, 2016 has decided to revise the above Application Amounts paid by the NRI as described below : 1. In case of Eligible limits to 10% of its NAV in debt instruments extendable to 12% with approval of NRIs applying on repatriation basis: The Application Amounts are to be paid either trustee. The said limits will stand revised on issue of the Notification in this respect. by inward remittance of freely convertible foreign exchange through normal banking A separate Application can be made in respect of each scheme of an Indian mutual channels i.e. through rupee denominated demand drafts/cheques drawn on a bank in fund registered with SEBI and such Applications shall not be treated as multiple India or by transfer of funds held in the Investor’s Non Resident External (“NRE”) Applications. Applications made by the AMCs or custodians of a Mutual Fund Account/ Foreign Currency Non Resident (“FCNR”) Account maintained with an shall clearly indicate the name of the concerned scheme for which the Application RBI authorised dealer or a RBI authorised bank in India. 2. In case of Eligible is being made. An Applications Forms by a mutual fund registered with SEBI for NRIs applying on non-repatriation basis: The Application Amounts are to be paid Allotment of the Bonds in physical form must be also accompanied by certified either by inward remittance of freely convertible foreign exchange through normal true copies of (i) its SEBI registration certificates (ii) the trust deed in respect of

INDIAN RAILWAY FINANCE CORPORATION LIMITED 13 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS such mutual fund (iii) a resolution authorising investment and containing operating Category I and Category II, a certified copy of the power of attorney or the relevant instructions and (iv) specimen signatures of authorized signatories. Failing this, our resolution or authority, as the case may be, along with a certified copy of the Company reserves the right to accept or reject any Application from a Mutual Fund memorandum of association and articles of association and/or bye laws must be for Allotment of the Bonds in whole or in part, in either case, without assigning lodged along with the Application Form. Failing this, our Company reserves the any reason therefor. right to accept or reject any Application in whole or in part, in either case, without Application by Scheduled Commercial Banks assigning any reason therefor. Scheduled Commercial Banks can apply in this Issue based upon their own investment In case of Applications made pursuant to a power of attorney by Applicants from limits and approvals. Applications by them for Allotment of the Bonds must be Category III and Category IV, a certified copy of the power of attorney must be accompanied by certified true copies of (i) a board resolution authorizing investments; lodged along with the Application Form. (ii) a letter of authorization (iii) charter documents; and (iv) PAN card. Failing this, In case of ASBA Applications made pursuant to a power of attorney, a certified our Company reserves the right to accept or reject any Application for Allotment of copy of the power of attorney must be lodged along with the Application Form. the Bonds in whole or in part, in either case, without assigning any reason thereof. Failing this, our Company, in consultation with the Lead Manager, reserves the Application by Insurance Companies right to reject such Applications. In case of Applications made by an Insurance Company, a certified copy of its Our Company, in its absolute discretion, reserves the right to relax the above certificate of registration issued by IRDA must be lodged along with Application Form. condition of attaching the power of attorney along with the Application The Applications must be accompanied by certified copies of (i) its Memorandum Forms subject to such terms and conditions that our Company and the Lead and Articles of Association; (ii) a power of attorney (iii) a resolution authorising Managers may deem fit. investment and containing operating instructions; and (iv) specimen signatures of Applications by provident funds and pension funds which are authorized to authorized signatories. Failing this, our Company reserves the right to accept or invest in the Bonds reject any Application for Allotment of the Bonds in whole or in part, in either Applications by provident funds and pension funds which are authorised to invest case, without assigning any reason therefor. in the Bonds, must be accompanied by certified true copies of: (i) any Act/rules Applications by Alternative Investments Funds under which they are incorporated; (ii) a power of attorney, if any, in favour of one Applications made by an Alternative Investments Fund eligible to invest in or more trustees thereof, (iii) a board resolution authorising investments; (iii) such accordance with the Securities and Exchange Board of India (Alternate Investment other documents evidencing registration thereof under applicable statutory/regulatory Funds) Regulations, 2012, must be accompanied by certified true copies of: (i) the requirements; (iv) specimen signature of authorized person; (v) a certified copy of SEBI registration certificate of such Alternative Investment Fund; (ii) a resolution the registered instrument for creation of such fund/trust; and (vi) any tax exemption authorising the investment and containing operating instructions; and (iii) specimen certificate issued by Income Tax authorities. Failing this, our Company reserves the signatures of authorised persons. Failing this, our Company reserves the right to right to accept or reject any Applications for Allotment of the Bonds in whole or accept or reject any Applications for Allotment of the Bonds in whole or in part, in part, in either case, without assigning any reason therefor. in either case, without assigning any reason thereof. Alternative Investment Funds Application by Societies or Association of Persons applying for Allotment of the Bonds shall at all time comply with the conditions for The Application must be accompanied by certified true copies of: (i) Documents categories as per their SEBI registration certificate and the Securities and Exchange evidencing certificate of registration of the society/ any such documentation in relation Board of India (Alternate Investment Funds) Regulations, 2012. to Association of Persons (ii) Resolution authorizing investment and containing Applications by Public Financial Institutions authorized to invest in the Bonds operating instructions (Resolution); and (iii) Specimen signature of authorized person. Applications by Public Financial Institutions must be accompanied by certified Applications by National Investment Fund true copies of (i) any Act/rules under which such Applicant is incorporated; (ii) a Application made by a National Investment Fund must be accompanied by certified resolution of the board of directors of such Applicant authorising investments; and true copies of: (i) a resolution authorising investment and containing operating (iii) specimen signature of authorized persons of such Applicant. Failing this, our instructions; and (ii) specimen signatures of authorized persons. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of Company reserves the right to accept or reject any Applications for Allotment of the Bonds in whole or in part, in either case, without assigning any reason therefor. the Bonds in whole or in part, in either case, without assigning any reason therefor. Applications made by Regional Rural Banks and Cooperative Banks under Applications cannot be made by: (a) Minors without a guardian name (A guardian applicable laws in India may apply on behalf of a minor. However, Applications by minors must be made Applications made by for Allotment of the Bonds must be accompanied by certified through Application Forms that contain the names of both the minor Applicant and true copies of: (i) any Act/rules under which such Applicant is incorporated; (ii) the guardian); (b) Foreign nationals, other than Eligible FPIs/FIIs/QFIs and except certificate of registration/ incorporation (ii) a resolution of the board of directors of as may be permissible under CBDT Notification or under applicable law including such Applicant authorising investments; and (iii) specimen signature of authorized but not limited to regulations, circulars, guidelines etc. stipulated by RBI and/or persons of such Applicant. Failing this, our Company reserves the right to accept SEBI; (c) Foreign nationals including FPIs, FIIs, QFIs and NRIs who are (i) based or reject any Applications for Allotment of the Bonds in whole or in part, in either in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the case, without assigning any reason thereof. USA, and/or, (iv) subject to any taxation laws of the USA; (d) Overseas Corporate Applications made by Trusts including private/public charitable and religious Bodies; (e) Indian Venture Capital Funds; (f) Foreign Venture Capital Investors; (g) trust Persons ineligible to contract under applicable statutory/ regulatory requirements; In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as In case of Applications for Allotment of the Bonds in dematerialised form, the amended, or any other statutory and/or regulatory provision governing the settlement Registrar shall verify the above and the category of Investors on the basis of the of trusts in India, must submit a (i) certified copy of the registered instrument for records provided by the Depositories based on the DP ID and Client ID provided by creation of such trust, (ii) Power of Attorney, if any, in favour of one or more the Applicants in the Application Form and uploaded onto the electronic system of trustees thereof, (iii) such other documents evidencing registration thereof under Stock Exchanges by the Members of the Syndicate, SCSBs or the Trading Members, applicable statutory/regulatory requirements. as the case may be. Applications made by companies, limited liability partnerships and bodies Payment instructions corporate registered under applicable laws in India Applications made by companies and bodies corporate must be accompanied by Payment mechanism for ASBA Applicants certified true copies of: (i) any Act/rules under which such Applicant is incorporated; An ASBA Applicant shall specify details of the ASBA Account in the Application (ii) a resolution of the board of directors of such Applicant authorising investments; Form and the relevant SCSB shall block an amount equivalent to the Application and (iii) specimen signature of authorized persons of such Applicant. Failing this, Amount in the ASBA Account specified in the Application Form. Upon receipt of our Company reserves the right to accept or reject any Applications for Allotment of intimation from the Registrar, the SCSBs shall, on the Designated Date, transfer the Bonds in whole or in part, in either case, without assigning any reason therefor. such blocked amount from the ASBA Account to the Public Issue Account in terms Applications under a power of attorney of the Escrow Agreement. The balance amount remaining after the finalisation In case of Applications made pursuant to a power of attorney by Applicants from of the Basis of Allotment shall be unblocked by the SCSBs on the basis of the

14 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS instructions issued in this regard by the Registrar to the respective SCSB within 12 documents for creation of security as stated in the Prospectus Tranche-II are executed. (twelve) Working Days of the Issue Closing Date. The Application Amount shall Additional information for Applicants: 1. Application Forms submitted by remain blocked in the ASBA Account until transfer of the Application Amount to Applicants (except for Applicants applying for the Bonds in physical form) whose the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection beneficiary accounts are inactive shall be rejected. 2. For ASBA Applicants, no of the ASBA Application, as the case may be. separate receipts will be issued for the money blocked on the submission of Payment mechanism for non ASBA Applicants Application Form. However, the collection centre of the Members of the Syndicate We shall open Escrow Accounts with one or more Escrow Collection Banks in whose or the SCSB or the Trading Member, as the case may be, will acknowledge the favour the Applicants (except for ASBA Applicants) shall draw cheques or demand receipt of the Application Forms by stamping and returning to the Applicant the drafts. All Applicants would be required to pay the full Application Amount at the acknowledgement slip. This acknowledgement slip will serve as the duplicate of time of the submission of the Application Form. Cheques or demand drafts for the the Application Form for the records of the Applicant. 3. Applications should be Application Amount received from Applicants would be deposited by the Members submitted on the Application Form only. In the event that physical Application of the Syndicate and Trading Members, as the case may be, in the Escrow Accounts. Forms do not bear the stamp of the Members of the Syndicate/ Trading Member or Accordingly, the Company will open and maintain separate escrow accounts with the the relevant Designated Branch, they are liable to be rejected. 4. In case of ASBA Escrow Collection Bank(s) in connection with all Application Amounts received from Applications submitted to the SCSBs, in terms of SEBI circular dated April 22, 2010, Eligible NRIs, FPIs, FIIs, Eligible QFIs and other non resident Applicants across all the Registrar to the Issue will reconcile the compiled data received from the Stock categories (“Non Resident Escrow Account”). All Application Amounts received Exchange(s) and all SCSBs, and match the same with the Depository database for from Eligible NRIs, FPIs, FIIs, Eligible QFIs and other non resident Applicants shall correctness of DP ID, Client ID and PAN. The Registrar to the Issue will undertake be deposited in the Non Resident Escrow Account maintained with each Escrow technical rejections based on the electronic details and the Depository database. In Collection Bank(s). Upon creation of security as disclosed in the Prospectus Tranche- case of any discrepancy between the electronic data and the Depository records, the II, the Escrow Collection Bank(s) shall transfer the monies from the Non Resident Company, in consultation with the Designated Stock Exchange, the Lead Managers Escrow Accounts to a separate bank account (“Non Resident Public Issue Account”) and the Registrar to the Issue, reserves the right to proceed as per the Depository which shall be different from the Public Issue Account. The Company shall at all records for such ASBA Applications or treat such ASBA Applications as rejected. 5. times ensure that any monies kept in the Non Resident Public Issue Account shall In case of ASBA Applicants submitted to the Members of the Syndicate and Trading be utilised only in accordance with and subject to the restrictions contained in the Members of the Stock Exchange(s) at the Specified Cities, the Basis of Allotment Master Direction – Borrowing and Lending transactions in Indian Rupee between will be based on the validation by the Registrar to the Issue of the electronic Persons Resident in India and Non-Resident Indians/ Persons of Indian Origin, and details with the Depository records, and the complete reconciliation of the final other applicable statutory and/or regulatory requirements for the following purposes certificates received from the SCSBs with the electronic details in terms ofSEBI : (a) Debt servicing, which includes servicing of both the principal amounts as circular dated April 29, 2011. The Registrar to the Issue will undertake technical well as interest payments of various debt facilities availed by our Company in the rejections based on the electronic details and the Depository database. In case of any past and currently outstanding in its books of accounts, including loans, market discrepancy between the electronic data and the Depository records, the Company, borrowings (which include our non-convertible bonds/ debentures); (b) Statutory in consultation with the Designated Stock Exchange, the Lead Managers and the payments; (c) Establishment and administrative expenses; and (d) Other working Registrar to the Issue, reserves the right to proceed as per the Depository records or capital requirements of our Company. treat such ASBA Application as rejected 6. In case of non-ASBA Applications and Each Applicant (except for ASBA Applicants) shall draw a cheque or demand draft Direct Online Applications, the Basis of Allotment will be based on the validation for the Application Amount as per the following terms: (a) The payment instruments by the Registrar to the Issue of the electronic details with the Depository records, from all resident Applicants shall be payable into the Escrow Accounts drawn and the complete reconciliation of the final certificates received from the Escrow in favour of “IRFC Tax Free Bonds 2015 – Escrow Account-Tranche-II - R”. Collection Bank(s) with the electronic details in terms of SEBI circular dated April (b) The payment instruments from all FPIs, FIIs, Eligible QFI and Eligible NRI 22, 2010 and SEBI circular dated April 29, 2011. The Registrar to the Issue will Applicants and other non resident Applicants across all Categories shall be payable undertake technical rejections based on the electronic details and the Depository in the Non Resident Escrow Accounts drawn in favour of : If on repatriation basis: database. In case of any discrepancy between the electronic data and the Depository “IRFC Tax Free Bonds 2015 – Escrow Account-Tranche-II – NR Repat”. If on records, the Company, in consultation with the Designated Stock Exchange, the non repatriation basis “IRFC Tax Free Bonds 2015 – Escrow Account – Tranche- Lead Managers, the Registrar to the Issue, reserves the right to proceed as per the II– NR Non-Repat” (c) Payments should be made by cheque, or a demand draft Depository records or treat such Applications as rejected drawn on any bank (including a co-operative bank), which is situated at, and is Applicants are advised not to submit Application Forms to Escrow Collection a member of or sub-member of the bankers’ clearing house located at the centre Banks (unless such Escrow Collection Bank is also an SCSB) and the same where the Application Form is submitted. Outstation cheques/bank drafts drawn on will be rejected in such cases and the Applicants will not be entitled to any banks not participating in the clearing process will not be accepted and Applications compensation whatsoever. accompanied by such cheques or bank drafts are liable to be rejected. (d) The monies Pre-Issue Advertisement deposited in the Escrow Accounts will be held for the benefit of the Applicants Our Company will issue a statutory advertisement on or before the Issue Opening until the Designated Date. (e) On the Designated Date, the Escrow Collection Banks Date. This advertisement will contain the information as prescribed under the shall transfer the funds from the Escrow Accounts and the Non Resident Escrow SEBI Debt Regulations. Material updates, if any, between the date of filing of Accounts as per the terms of the Escrow Agreement, the Shelf Prospectus and the the Prospectus Tranche-II with the RoC and the date of release of this statutory Prospectus Tranche-II into the Public Issue Account and the Non Resident Public advertisement will be included in the statutory advertisement. Issue Account, respectively. The Escrow Collection Bank shall also, upon receipt Instructions for completing the Application Form: (a) Applications must be made of instructions from the Lead Managers and the Registrar, transfer all amounts in the prescribed Application Form. (b) Application Forms are to be completed in payable to Applicants, who have not been allotted Bonds to the Refund Accounts. full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions Applicants should note that the escrow mechanism is not prescribed by SEBI and contained in the Prospectus Tranche(es) and the Application Form. Incomplete has been established as an arrangement between our Company, the Lead Managers, Application Forms are liable to be rejected. Applicants should note that the the Escrow Collection Banks and the Registrar to facilitate collections from the Members of the Syndicate, or the Trading Members, as appropriate, will not be Applicants. liable for errors in data entry due to incomplete or illegible Application Forms. Please note that Applications accompanied by Application Amounts in cash/ stock (c) Applications are required to be for a minimum of 5 Bonds (Rs. 5,000) and in invest/ money orders/ postal orders will not be accepted. multiples of one Bond thereafter. (d) Thumb impressions and signatures other than The Escrow Collection Banks will act in terms of the Shelf Prospectus, the Prospectus in the languages specified in the Eighth Schedule in the Constitution of India must Tranche-II and the Escrow Agreement. The Escrow Collection Banks shall not be attested by a Magistrate or a Notary Public or a Special Executive Magistrate exercise any lien whatsoever over the monies deposited therein. It is mandatory under official seal. (e) Applications should be in single or joint names and not for our Company to keep the proceeds of the Issue in an escrow account until the exceeding three names, and in the same order as their Depository Participant details INDIAN RAILWAY FINANCE CORPORATION LIMITED 15 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS (in case of Applicants applying for Allotment of the Bonds in dematerialized form) Applicants applying for Allotment of the Bonds in dematerialized form may and Applications should be made by Karta in case the Applicant is an HUF. Please note that in case the DP ID, Client ID and PAN mentioned in the Application ensure that such Applications contain the PAN of the HUF and not of the Karta. Form, as the case may be and entered into the electronic Application system If the Application is submitted in joint names, the Application Form should contain of Stock Exchanges by the Members of the Syndicate, the Trading Members or only the name of the first Applicant whose name should also appear as the first the SCSBs, as the case may be, do not match with the DP ID, Client ID and holder of the depository account held in joint names. If the DP account is held in PAN available in the Depository database or in case PAN is not available in joint names, the Application Form should contain the name and PAN of the person the Depository database, the Application Form is liable to be rejected and our whose name appears first in the depository account and signature of only this person Company, and the Members of the Syndicate shall not be liable for losses, if any. would be required in the Application Form. This Applicant would be deemed to These Demographic Details would be used for all correspondence with the Applicants have signed on behalf of joint holders and would be required to give confirmation including mailing of the Allotment Advice and printing of bank particulars on the to this effect in the Application Form. (f) Applicants applying for Allotment in refund orders or for refunds through electronic transfer of funds, as applicable. The dematerialised form must provide details of valid and active DP ID, Client ID Demographic Details given by Applicants in the Application Form would not be and PAN clearly and without error. On the basis of such Applicant’s active DP used for any other purpose by the Registrar except in relation to the Issue. ID, Client ID and PAN provided in the Application Form, and as entered into the By signing the Application Form, Applicants applying for the Bonds in dematerialised electronic Application system of Stock Exchanges by SCSBs, the Members of the form would be deemed to have authorised the Depositories to provide, upon request, Syndicate at the Syndicate ASBA Application Locations and the Trading Members, to the Registrar, the required Demographic Details as available on its records. as the case may be, the Registrar will obtain from the Depository the Demographic Refund orders/ Allotment Advice would be mailed at the address of the Applicants Details. Invalid accounts, suspended accounts or where such account is classified as as per the Demographic Details received from the Depositories. Applicants may invalid or suspended may not be considered for Allotment of the Bonds. (g) ASBA note that delivery of refund orders/ Allotment Advice may get delayed if the same Applicants utilising physical Application Forms must ensure that the Application once sent to the address obtained from the Depositories are returned undelivered. Forms are completed in full, in BLOCK LETTERS in ENGLISH and in accordance In such an event, the address and other details given by the Applicant (other than with the instructions contained in the respective Tranche Prospectus(es) and in the ASBA Applicants) in the Application Form would be used only to ensure dispatch of Application Form. (h) If the ASBA Account holder is different from the ASBA refund orders. Further, please note that any such delay shall be at such Applicants’ Applicant, the Application Form should be signed by the ASBA Account holder sole risk and neither our Company, Escrow Collection Banks, Registrar nor the also, in accordance with the instructions provided in the Application Form. (i) All Lead Managers shall be liable to compensate the Applicant for any losses caused Applicants are required to tick the relevant column in the “Category of Investor” to the Applicants due to any such delay or liable to pay any interest for such box in the Application Form. (j) Applications for all the Series of the Bonds may delay. In case of refunds through electronic modes as detailed in the Prospectus be made in a single Application Form only. (k) All Applicants are required to tick Tranche-II, refunds may be delayed if bank particulars obtained from the Depository the relevant box of the “Mode of Application” in the Application Form, choosing Participant are incorrect. either the ASBA or Non-ASBA mechanism. (l) ASBA Applicants should correctly In case of Applications made under powers of attorney, our Company in its absolute mention the ASBA Account number and ensure that funds equal to the Application discretion, reserves the right to permit the holder of a power of attorney to request Amount are available in the ASBA Account before submitting the Application Form the Registrar that for the purpose of printing particulars on the refund order and to the Designated Branch; otherwise the Application is liable to be rejected. (m) It mailing of the refund orders/Allotment Advice, the Demographic Details obtained shall be mandatory for subscribers to the Issue to furnish their Permanent Account from the Depository of the Applicant shall be used. Number and any Application Form, without the PAN is liable to be rejected, In case no corresponding record is available with the Depositories, which matches irrespective of the amount of transaction. (n) Where minor applicant is applying the three parameters, namely, DP ID, Client ID and PAN, then such Applications through guardian, it shall be mandatory to mention the PAN of the minor in the are liable to be rejected. Application. Electronic registration of Applications: (a) The Members of the Syndicate, SCSBs We shall allocate and Allot Bonds of Tranche II Series IA/IB maturity to all and Trading Members will register the Applications using the on-line facilities of valid Applications (depending upon the category of applicants), wherein the Stock Exchanges. The Lead Managers, our Company, and the Registrar are not Applicants have not indicated their choice of the relevant Series of Bonds responsible for any acts, mistakes or errors or omission and commissions in relation applied for. to (i) the Applications accepted by the SCSBs and Trading Members, (ii) the Applicants’ PAN, Depository Account and Bank Account Details Applications uploaded by the SCSBs and the Trading Members, (iii) the Applications ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE BONDS IN accepted but not uploaded by the SCSBs or the Trading Members, (iv) with respect DEMATERIALISED FORM SHOULD MENTION THEIR DP ID, CLIENT to ASBA Applications accepted and uploaded by the SCSBs without blocking ID AND PAN IN THE APPLICATION FORM. APPLICANTS MUST ENSURE funds in the ASBA Accounts or (v) with respect to ASBA Applications accepted THAT THE DP ID, CLIENT ID AND PAN GIVEN IN THE APPLICATION and uploaded by Members of the Syndicate at the Syndicate ASBA Application FORM ARE EXACTLY THE SAME AS THE DP ID, CLIENT ID AND PAN Locations for which the Application Amounts are not blocked by the SCSBs. (b) AVAILABLE IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY The Stock Exchanges will offer an electronic facility for registering Applications ACCOUNT IS HELD IN JOINT NAMES, THE APPLICATION FORM for the Issue. This facility will be available on the terminals of the Members of the SHOULD CONTAIN THE NAME AND PAN OF BOTH THE HOLDERS OF Syndicate, Trading Members and their authorised agents and the SCSBs during the THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH HOLDERS Issue Period. On the Issue Closing Date, the Members of the Syndicate, Trading WOULD BE REQUIRED IN THE APPLICATION FORM. Members and the Designated Branches shall upload Applications till such time as On the basis of the DP ID, Client ID and PAN provided by them in the may be permitted by Stock Exchanges. This information will be available with the Application Form, the Registrar will obtain from the Depository the Demographic Members of the Syndicate and Trading Members on a regular basis. Applicants are Details of the Applicants including PAN and MICR code. These Demographic cautioned that a high inflow of Applications on the last day of the Issue Period may Details would be used for giving Allotment Advice and refunds (for non- lead to some Applications received on the last day not being uploaded and such ASBA Applicants), if any, to the Applicants. Hence, Applicants are advised to Applications will not be considered for Allotment. (c) Based on the aggregate demand immediately update their Demographic Details (including bank account details) for Applications registered on the electronic facilities of the Stock Exchanges, a as appearing on the records of the Depository Participant and ensure that they graphical representation of consolidated demand for the Bonds, as available on the are true and correct. Please note that failure to do so could result in delays websites of Stock Exchanges, would be made available at the Application centres in despatch/ credit of refunds to Applicants, delivery of Allotment Advice or as provided in the Application Form during the Issue Period. (d) At the time of unblocking of ASBA Accounts at the Applicants’ sole risk, and neither the registering each Application, the Members of the Syndicate, SCSBs and Trading Members of the Syndicate nor the Trading Members, nor the Registrar, nor Members, as the case may be, shall enter the details of the Applicant, such as the the Escrow Collection Banks, nor the SCSBs, nor our Company shall have any Application Form number, PAN (of the first Applicant, in case of more than one responsibility and undertake any liability for the same. Applicant), Applicant category, DP ID, Client ID, number and Series(s) of Bonds 16 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS applied, Application Amounts, details of payment instruments (for non – ASBA Public or a Special Executive Magistrate under official seal; • Applicants (other Applications),Bank code for the SCSB where the ASBA Account is maintained than ASBA Applicants) are requested to write their names and Application (for ASBA Applications), Bank account number (for ASBA Applications) and any number on the reverse of the instruments by which the payments are made; other details that may be prescribed by the online uploading platform of the Stock • All Applicants are requested to tick the relevant column “Category of Investor” Exchanges. (e) A system generated TRS will be given to the Applicant as a proof of in the Application Form; and • Tick the Series of Bonds in the Application Form the registration of his Application. It is the Applicant’s responsibility to obtain the that you wish to apply for. TRS from the SCSBs, Members of the Syndicate or the Trading Members, as the Don’ts: • Do not apply for lower than the minimum Application size; • Do not pay case may be. The registration of the Applications by the SCSBs, Members of the the Application amount in cash, by money order, postal order, stock invest; • Do Syndicate or Trading Members does not guarantee that the Bonds shall be allocated/ not send the Application Forms by post; instead submit the same to the Members Allotted by our Company. Such TRS will be non-negotiable and by itself will not of the Syndicate and Trading Members or the SCSBs (as the case may be) only; create any obligation of any kind. (f) The permission given by the Stock Exchanges • Do not submit Application Forms to the Escrow Collection Banks (unless such to use their network and software of the online system should not in any way be Escrow Collection Bank is also an SCSB); • Do not submit the GIR number instead deemed or construed to mean that the compliance with various statutory and other of the PAN as the Application is liable to be rejected on this ground; • Do not requirements by our Company, and/or the Lead Managers are cleared or approved submit incorrect details of the DP ID, Client ID and PAN or provide details for a by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the beneficiary account which is suspended or for which details cannot be verified by correctness or completeness of any of the compliance with the statutory and other the Registrar; • Do not fill up the Application Form such that the Bonds applied requirements nor does it take any responsibility for the financial or other soundness for exceeds the Issue size and/or investment limit or maximum number of Bonds of our Company, the management or any scheme or project of our Company; nor that can be held under the applicable laws or regulations or maximum amount does it in any manner warrant, certify or endorse the correctness or completeness of permissible under the applicable regulations; • Do not submit Applications on any of the contents of the Prospectus Tranche-II; nor does it warrant that the Bonds plain paper or on incomplete or illegible Application Forms; • Do not submit an will be listed or will continue to be listed on the Stock Exchanges. (g) In case of Application in case you are not eligible to acquire the Bonds under applicable apparent data entry error by either the Members of the Syndicate or the Trading law or your relevant constitutional documents or otherwise; • Do not submit the Members, in entering the Application Form number in their respective schedules, Application Forms without the Application Amount; and • Do not apply if you are other things remaining unchanged, the Application Form may be considered as valid not competent to contract under the Indian Contract Act, 1872. and such exceptions may be recorded in minutes of the meeting submitted to the Additional instructions specific for ASBA Applicants Stock Exchanges. (h) Only Applications that are uploaded on the online system of Do’s: • Before submitting the physical Application Form with the Member of the the Stock Exchanges shall be considered for Allotment. Syndicate at the Syndicate ASBA Application Locations ensure that the SCSB, General Instructions whose name has been filled in the Application Form, has named a branch in that Do’s: • Check if you are eligible to apply; • Read all the instructions carefully centre; • For ASBA Applicants applying through Syndicate ASBA, ensure that your and complete the Application Form; • If the Allotment of the Bonds is sought Application Form is submitted to the Members of the Syndicate at the Syndicate ASBA in dematerialized form, ensure that the details about Depository Participant and Application Locations or the Trading Members and not to the Escrow Collection beneficiary account are correct and the beneficiary account is active; • Applications Banks (assuming that such bank is not a SCSB), to our Company, the Registrar or are required to be in single or joint names (not more than three); • In case of an Trading Members; • For ASBA Applicants applying through the SCSBs, ensure that HUF applying through its Karta, the Applicant is required to specify the name of your Application Form is submitted at a Designated Branch of the SCSB where the an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying ASBA Account is maintained, and not to the Escrow Collection Banks (assuming through PQR’, where PQR is the name of the Karta However, the PAN number of that such bank is not a SCSB), to our Company, the Registrar or the Members of the HUF should be mentioned in the Application Form and not that of the Karta; the Syndicate or Trading Members. • Ensure that the Application Form is signed • Ensure that Applications are submitted to the Members of the Syndicate, Trading by the ASBA Account holder in case the ASBA Applicant is not the account Members or the Designated Branches of the SCSBs, as the case may be, before the holder; • Ensure that you have mentioned the correct ASBA Account number in the closure of application hours on the Issue Closing Date; • Ensure that the Application Application Form; • Ensure that you have funds equal to the Application Amount Forms (for non-ASBA Applicants) are submitted at the collection centres provided in the ASBA Account before submitting the Application Form to the respective in the Application Forms, bearing the stamp of a Member of the Syndicate or a Designated Branch, or to the Members of the Syndicate at the Syndicate ASBA Trading Members of the Stock Exchange, as the case may be; • Ensure that the Application Locations, or to the Trading Members, as the case may be; • Ensure Applicant’s names (for Applications for the Bonds in dematerialised form) given that you have correctly ticked, provided or checked the authorisation box in the in the Application Form is exactly the same as the names in which the beneficiary Application Form, or have otherwise provided an authorisation to the SCSB via the account is held with the Depository Participant. In case the Application Form is electronic mode, for the Designated Branch to block funds in the ASBA Account submitted in joint names, ensure that the beneficiary account is also held in same equivalent to the Application Amount mentioned in the Application Form; and • joint names and such names are in the same sequence in which they appear in the Ensure that you receive an acknowledgement from the Designated Branch or the Application Form; • Ensure that you have funds equal to or more than the Application concerned member of the Syndicate, or the Trading Member, as the case may be, Amount in your ASBA Account before submitting the Application Form for ASBA for the submission of the Application Form. Applications; • Ensure that you mention your PAN in the Application Form. In Don’ts: • Do not make payment of the Application Amounts in any mode other case of joint applicants, the PAN of all the Applicants should be mentioned, and than through blocking of the Application Amounts in the ASBA Accounts; • Do not for HUFs, PAN of the HUF should be provided. For minor applicants, applying submit the Application Form with a Member of the Syndicate or Trading Member through the guardian, it is mandatory to mention the PAN of the minor applicant. Any at a location other than the Syndicate ASBA Application Locations; • Do not send Application Form without the PAN is liable to be rejected. In case of Applications your physical Application Form by post. Instead submit the same with a Designated for Allotment in physical form, Applicants should submit a self-certified copy of Branch or a member of the Syndicate at the Syndicate ASBA Application Locations, their PAN card as part of the KYC documents. Applicants should not submit the or a Trading Member, as the case may be; and • Do not submit more than five GIR Number instead of the PAN as the Application is liable to be rejected on this Application Forms per ASBA Account. ground; • Ensure that the Demographic Details (for Applications for the Bonds in Applications shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard dematerialised form) as provided in the Application Form are updated, true and Time), or such extended time as may be permitted by the Stock Exchanges during correct in all respects; • Ensure that you request for and receive a TRS for all the Issue Period on all days between Monday and Friday, both inclusive barring your Applications and an acknowledgement as a proof of having been accepted; • public holidays, at the Syndicate ASBA Application Location or with the Members Ensure that you have obtained all necessary approvals from the relevant statutory of the Syndicate or Trading Members and the Designated Branches of SCSBs as and/or regulatory authorities to apply for, subscribe to and/or seek Allotment of mentioned on the Application Form. On the Issue Closing Date, Applications shall the Bonds; • Ensure that signatures other than in the languages specified in the be accepted only between 10.00 a.m. and 3.00 p.m. and shall be uploaded until Eighth Schedule to the Constitution of India is attested by a Magistrate or a Notary 5.00 p.m. or such extended time as may be permitted by the Stock Exchanges. It INDIAN RAILWAY FINANCE CORPORATION LIMITED 17 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS is clarified that the Applications not uploaded in the electronic application system Type of Investors Documents to be submitted with application of the Stock Exchanges would be rejected. form (in addition to the documents required Due to limitation of time available for uploading the Applications on the Issue for applications for Allotment of Bonds in Closing Date, Applicants are advised to submit their Applications one day prior physical form) to the Issue Closing Date and, in any case, no later than 3.00 p.m. on the Issue Public Financial Institutions, The Application must be accompanied by certified Closing Date. All times mentioned in the Prospectus Tranche-II are Indian Standard commercial banks authorized to true copies of: Times. Applicants are cautioned that in the event a large number of Applications invest in the Bonds, companies • Any Act/ Rules under which they are are received on the Issue Closing Date, some Applications may not get uploaded within the meaning of sub-section incorporated due to lack of sufficient time. Such Applications that cannot be uploaded will not 20 of Section 2 of the Companies • Board Resolution authorizing investments Act, 2013 and bodies corporate be considered for allocation under the Issue. Applications will be accepted only on • Specimen signature of authorized person working days, i.e., Monday to Friday (excluding any public holiday). Neither our registered under the applicable laws Company, nor the Lead Managers, Consortium Members or Trading Members are in India and authorized to invest in liable for any failure in uploading the Applications due to failure in any software/ the Bonds; multilateral and bilateral hardware system or otherwise. development financial institutions Additional instructions specific for Applicants seeking Allotment of the Bonds and State Industrial Development Corporations in physical form Any Applicant who wishes to subscribe to the Bonds in physical form (except Insurance companies registered with The Application must be accompanied by certified the IRDA copies of for eligible FPIs/ eligible FIIs/ Eligible QFIs) shall undertake the following steps: • Please complete the Application Form in all respects, by providing all the • Any Act/Rules under which they are information including PAN and Demographic Details. However, do not provide incorporated the Depository Participant details in the Application Form. The requirement for • Registration documents (i.e. IRDA registration) providing Depository Participant details shall be mandatory only for the Applicants • Resolution authorizing investment and who wish to subscribe to the Bonds in dematerialised form. • Please provide the containing operating instructions (Resolution) following documents along with the Application Form: (a) Self-attested copy of the • Specimen signature of authorized person PAN card; (b) Self-attested copy of your proof of residence. Any of the following Provident Funds, Pension Funds and The Application must be accompanied by certified documents shall be considered as a verifiable proof of residence: • ration card National Investment Fund true copies of: issued by the GoI; or • valid driving license issued by any transport authority of the • Any Act/Rules under which they are Republic of India; or • electricity bill (not older than three months); or • landline incorporated telephone bill (not older than three months); or • valid passport issued by the GoI; • Board Resolution authorizing investments or • voter’s identity card issued by the GoI; or • passbook or latest bank statement • Specimen signature of authorized person issued by a bank operating in India; or • registered leave and license agreement Mutual Funds The Application must be also accompanied by or agreement for sale or rent agreement or flat maintenance bill; or • AADHAR certified true copies of: • letter issued by Unique Identification Authority of India (UIDAI). Life insurance • SEBI registration Certificate and trust deed policy; (c) Self-attested copy of a cancelled cheque of the bank account to which (SEBI Registration) the amounts pertaining to payment of refunds, interest and redemption, as applicable, • Resolution authorizing investment and should be credited. In absence of the cancelled cheque, our Company may reject containing operating instructions (Resolution) the Application or it may consider the bank details as given on the Application • Form at its sole discretion. In such case the Company, Lead Managers and Registrar Specimen signature of authorized person shall not be liable for any delays/ errors in payment of refund and/ or interest. Applicants through a power of The Application must be also accompanied by The Applicant shall be responsible for providing the above information accurately. attorney under Category I certified true copies of: Delays or failure in credit of the payments due to inaccurate details shall be at • A certified copy of the power of attorney or the sole risk of the Applicants and neither the Lead Managers nor our Company the relevant resolution or authority, as the shall have any responsibility and undertake any liability for the same. Applications case may be for Allotment of the Bonds in physical form, which are not accompanied with the • A certified copy of the memorandum of aforestated documents, may be rejected at the sole discretion of our Company. association and articles of association and/ In relation to the issuance of the Bonds in physical form, please note the following: or bye laws and/or charter documents, as 1. An Applicant has the option to seek Allotment of Bonds in either dematerialised applicable, must be lodged along with the or physical mode. No partial Application for the Bonds shall be permitted and is Application Form. liable to be rejected. 2. In case of Bonds that are being issued in physical form, our • Specimen signature of power of attorney Company will issue one certificate to the holders of the Bonds for the aggregate holder/ authorized signatory as per the relevant amount of the Bonds for each of the Series of Bonds that are applied for (each such resolution. certificate a “Consolidated Bond Certificate”). 3. Any Applicant who provides Resident Indian individuals under N.A. the Depository Participant details in the Application Form shall be Allotted Categories III and IV the Bonds in dematerialised form only. Such Applicant shall not be Allotted HUF through the Karta under The Application must be also accompanied by the Bonds in physical form. 4. Our Company shall dispatch the Consolidated Categories III and IV certified true copies of: Bond Certificate to the address of the Applicant provided in the Application Form. • Self-attested copy of PAN card of HUF. All terms and conditions disclosed in relation to the Bonds held in physical form • Bank details of HUF i.e. copy of passbook/ pursuant to rematerialisation shall be applicable mutatis mutandis to the Bonds bank statement/cancelled cheque indicating issued in physical form. HUF status of the applicant. Consolidated list of documents required for various categories • Self-attested copy of proof of Address of For the sake of simplicity we hereby provide the details of documents required to karta, identity proof of karta. be submitted by various categories of Applicants (who have applied for Allotment Power of Attorney under Category The Application must be also accompanied by of the Bonds in dematerialised form) while submitting the Application Form: II and Category III certified true copies of: • A certified copy of the power of attorney has to be lodge with the Application Form

18 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Type of Investors Documents to be submitted with application keep in abeyance the payment of interest or other benefits, till such time that the form (in addition to the documents required beneficial owner is identified by the Depository and conveyed to us, whereupon the for applications for Allotment of Bonds in interest or benefits will be paid to the beneficiaries, as identified, within a period physical form) of 30 days. (iv) The trading of the Bonds shall be in dematerialized form only. RFPIs(Including FPIs/FIIs/QFIs) The Application must be also accompanied by For further information relating to Applications for Allotment of the Bonds in certified true copies of: dematerialised form, see the sections titled “Issue Procedure – Methods of • SEBI registration certificates. Application” and “Issue Procedure – General Instructions” on pages 70 and 85 • An inward remittance certificate. of the Prospectus Tranche-II, respectively. Communications • A resolution authorising investment in the All future communications in connection with Applications made in the Issue should Bonds. be addressed to the Registrar quoting all relevant details as regards the Applicant • Specimen signatures of authorised persons. and its Application. Eligible NRIs The Application must be also accompanied by Applicants can contact our Compliance Officer, Company Secretary as well as the certified true copies of: contact persons of our Company/ Lead Managers or the Registrar in case of any • A certificate from the issuing bank confirming Pre-Issue related problems. In case of Post-Issue related problems such as non-receipt that the demand draft has been drawn on an of Allotment Advice/ credit of Bonds in depository’s beneficiary account/ refund NRE/ NRO/ FCNR/ NRNR/ NRSR account. orders, etc., applicants may contact our Compliance Officer, Company Secretary • A PIO Card (if the Eligible NRI is a PIO). as well as the contact persons of our Company/Lead Managers or Registrar. Please Trust The Application must be also accompanied by note that Applicants who have applied for the Bonds through Trading Members certified true copies of: should contact the Stock Exchanges in case of any Post-Issue related problems, • The registered instrument for creation of such such as non-receipt of Allotment Advice/ credit of Bonds in depository’s beneficiary trust. A power of attorney, if any, in favour account/ refund orders, etc. of one or more trustees thereof. Rejection of Applications • Such other documents evidencing registration The Board of Directors and/or the Bond Committee reserves its full, unqualified thereof under applicable statutory/regulatory and absolute right to accept or reject any Application in whole or in part and in requirements either case without assigning any reason thereof. Submission of Application Forms Application may be rejected on one or more technical grounds, including but not For details in relation to the manner of submission of Application Forms, see restricted to: • Number of Bonds applied for being less than the minimum Application size; the section titled “Issue Procedure – Methods of Application” at page 70 of the • Applications not being signed by the sole/joint Applicants; • Applications submitted Prospectus Tranche-II. without payment of the Application Amount; • Applications submitted without payment of the full Application Amount. However, in cases where the Application OTHER INSTRUCTIONS Amount paid, exceeds the number of Bonds applied for, the Applicant may be given Joint Applications full allotment provided the number of Bonds applied for is greater than or equal to Applications may be made in single or joint names (not exceeding three). In the the minimum Application Size as specified in the Prospectus Tranche-II; • In case case of joint Applications, all payments will be made out in favour of the first of Applicants applying for Allotment in physical form, date of birth of the sole/ Applicant. All communications will be addressed to the first named Applicant whose first Applicant not mentioned in the Application Form; • Investor Category in name appears in the Application Form and at the address mentioned therein. If the the Application Form not being ticked; • In case of Applications for Allotment depository account is held in joint names, the Application Form should contain the in physical form, bank account details not provided in the Application Form; name and PAN of the person whose name appears first in the depository account • Applications by persons not competent to contract under the Indian Contract Act, and signature of only this person would be required in the Application Form. This 1872 including a minor without the name of a guardian; • In case of partnership Applicant would be deemed to have signed on behalf of joint holders and would firms, Application Form submitted in the names of the individual partners and/ be assumed to have given confirmation to this effect in the Application Form. or accompanied by the individual’s PAN rather than the PAN of partnership firm; Additional/Multiple Applications • Applications by stock invest or accompanied by cash/money order/postal order; An Applicant is allowed to make one or more Applications for the Bonds for the • Applications made without mentioning the PAN of the Applicant; • GIR number same or different Series of Bonds, subject to a minimum Application size of ` 5,000 mentioned in the Application Form instead of PAN; • Applications for amounts (5 Bonds) and in multiples of ` 1,000 (One Bond) thereafter, for each Application. greater than the maximum permissible amounts prescribed by applicable regulations; Any Application for an amount below the aforesaid minimum Application size • Applications by persons/entities who have been debarred from accessing the capital will be deemed as an invalid Application and shall be rejected. However, multiple markets by SEBI; • Applications submitted directly to the Escrow Collection Banks Applications by the same Applicant belonging to Category IV aggregating to a (if such Escrow Collection Bank is not an SCSB); • ASBA Applications submitted value exceeding ` 10,00,000 shall be grouped in Category III, for the purpose of to the Members of Syndicate or a Trading Members at locations other than the determining the basis of allotment to such Applicant. However, any Application Syndicate ASBA Application Locations or at a Designated Branch of a SCSB made by any person in his individual capacity and an Application made by such where the ASBA Account is not maintained, and ASBA Applications submitted person in his capacity as a Karta of an HUF and/or as joint Applicant (second or directly to an Escrow Collecting Bank (assuming that such bank is not a SCSB), third applicant), shall not be deemed to be a multiple Application. to our Company or the Registrar to the Issue; • For Applications for Allotment in Depository Arrangements dematerialised form, DP ID, Client ID and PAN mentioned in the Application Form We have made depository arrangements with NSDL and CDSL for issue and holding do not match with the Depository Participant ID, Client ID and PAN available in of the Bonds in dematerialised form. In this context : (i) the tripartite agreement the records with the depositories; • In case of Applicants applying for the Bonds dated May 8, 2003 was entered amongst our Company, the Registrar and CDSL and in physical form, if the address of the Applicant is not provided in the Application the tripartite agreement dated January 23, 2002 was entered amongst our Company, Form; • Copy of KYC documents not provided in case of option to hold Bonds the Registrar and NSDL, for offering depository option to the Applicants. (ii) It in physical form; • Application Forms from ASBA Applicants not being signed by may be noted that Bonds in electronic form can be traded only on stock exchanges the ASBA Account holder, if the account holder is different from the Applicant; having electronic connectivity with NSDL or CDSL. The Stock Exchanges has • Applications for an amount below the minimum Application size; • ASBA connectivity with NSDL and CDSL. (iii) Interest or other benefits with respect to Applications not having details of the ASBA Account to be blocked; • Applications the Bonds held in dematerialised form would be paid to those Bondholders whose (except for ASBA Applications) where clear funds are not available in Escrow names appear on the list of beneficial owners given by the Depositories to us as Accounts as per final certificates from Escrow Collection Banks; • Applications by on Record Date. In case of those Bonds for which the beneficial owner is not persons prohibited from buying, selling or dealing in shares, directly or indirectly, identified by the Depository as on the Record Date/ book closure date, we would by SEBI or any other regulatory authority; • Applications by Applicants seeking

INDIAN RAILWAY FINANCE CORPORATION LIMITED 19 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Allotment in dematerialised form whose demat accounts have been ‘suspended for In the case of Applicants other than ASBA Applicants, applying for the Bonds in credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number dematerialised form, the Registrar will obtain from the Depositories the Applicant’s CIR/MRD/DP/22/2010; • Non- ASBA Applications accompanied by more than one bank account details, including the MICR code, on the basis of the DP ID, Client payment instrument; • Applications not uploaded on the terminals of the Stock ID and PAN provided by the Applicants in their Application Forms. Accordingly, Exchange; • Applications for Allotment of Bonds in dematerialised form providing Applicants are advised to immediately update their details as appearing on the records an inoperative demat account number; • In case of Applications under power of of their Depository Participants. Failure to do so may result in delays in dispatch attorney or by limited companies, corporate, trust etc., relevant documents are not of refund orders or refunds through electronic transfer of funds, as applicable, and submitted along with the Application Form; • With respect to ASBA Applications, any such delay will be at the Applicant’s sole risk and neither our Company, the the ASBA Account not having credit balance to meet the Application Amounts or no Registrar, the Escrow Collection Banks, or the Members of the Syndicate, will be confirmation is received from the SCSB for blocking of funds; and • Applications liable to compensate the Applicants for any losses caused to them due to any such by Eligible QFIs/FIIs/FPIs for Allotment of Bonds in physical form; • Non-Resident delay, or liable to pay any interest for such delay. Investors including FPIs, FIIs, QFIs and NRIs who are (i) based in the USA, and/ In case of ASBA Applicants, the Registrar shall instruct the relevant SCSB to or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/ unblock the funds in the relevant ASBA Account to the extent of the Application or, (iv) subject to any taxation laws of the USA; • Bank certificate not provided Amount specified in the Application Forms for withdrawn, rejected or unsuccessful along with demand draft for NRI Applicants; • PIO Applications without the PIO or partially successful ASBA Applications within 12 (twelve) Working Days of the Card; and • In case of Eligible NRIs applying on non repatriation basis if: (i) in Issue Closing Date. case of application for allotment in physical form, the account number mentioned Our Company and the Registrar shall credit the allotted Bonds to the respective in the application form where the sale proceeds/ maturity proceeds/ interest on beneficiary accounts/ dispatch the Letters of Allotment or letters of regret/ Refund Bonds is to be credited is a repatriable account; or (ii) in case of application for Orders by registered post/speed post/ordinary post at the Applicant’s sole risk, within allotment in demat form, the status of the demat account mentioned is repatriable. 12 Working Days from the Issue Closing Date. We may enter into an arrangement • If the Application Amount is paid through a non-CTS-2010 cheque which does with one or more banks in one or more cities for refund to the account of the not get cleared within 6 Working Days from the Tranche-II Issue Closing Date applicants through Direct Credit/RTGS/NEFT. • Physical forms submitted by any eligible non resident investor excluding Eligible Further, a) Allotment of Bonds in the Issue shall be made within a time period of NRIs. • In terms of the RBI circular (No.DPSS.CO.CHD.No./133/04.07.05/2013-14) 12 Working Days from the Issue Closing Date; dated July 16, 2013, non-CTS cheques would be processed in three CTS centres b) Credit to dematerialised accounts will be given within two Working Days from thrice a week until April 30, 2014, twice a week until October 31, 2014 and once the Date of Allotment; c) Interest at a rate of 15% per annum will be paid if the a week from November 1, 2014 onwards. In order to enable listing and trading Allotment has not been made and/or the refund orders have not been dispatched to of Bonds within 12 Working Days of the Bid/Offer Closing Date, investors are the applicants within 12 Working Days from the Issue Closing Date, for the delay advised to use CTS cheques or use the ASBA facility to make payments. Investors beyond 12 Working Days; and d) Our Company will provide adequate funds to are cautioned that Bid cum Application Forms accompanied by non-CTS cheques the Registrar for this purpose. are liable to be rejected due to any delay in clearing beyond six Working Days Grouping of Applications and allocation ratio from the Bid/Offer Closing Date. For the purposes of the Basis of Allotment: For further instructions regarding Application for the Bonds, Applicants are requested A. Applications received from Category I Applicants: Applications received from to read the Application Form. Applicants belonging to Category I shall be grouped together, (“QIB Portion”); Allotment Advice/ Refund Orders B. Applications received from Category II Applicants: Applications received from In case of Applications other than those made through the ASBA process, the Applicants belonging to Category II, shall be grouped together, (“Corporate unutilised portion of the Application Amounts will be refunded to the Applicant Portion”); C. Applications received from Category III Applicants: Applications within 12 (twelve) Working Days of the Issue Closing Date through any of the received from Applicants belonging to Category III shall be grouped together, (“High following modes: i. Direct Credit – Applicants having bank accounts with the Net Worth Individual Portion”); and D. Applications received from Category IV Refund Banks shall be eligible to receive refunds through direct credit. Charges, Applicants: Applications received from Applicants belonging to Category IV shall if any, levied by the relevant bank(s) for the same would be borne by us. ii. be grouped together, (“Retail Individual Investor Portion”). NECS – Payment of refund would be done through NECS for Applicants having For removal of doubt, the terms “QIB Portion”, “Corporate Portion”, “High an account at any of the centres which have been notified by RBI. This mode of Net Worth Individual Portion” and “Retail Individual Investor Portion” are payment of refunds would be subject to availability of complete bank account individually referred to as a “Portion” and collectively referred to as “Portions”. details including the MICR code as available from the Depositories. The payment For the purposes of determining the number of Bonds available for allocation to of refunds through this mode will be done for Applicants having a bank account each of the above mentioned Portions, our Company shall have the discretion of at any centre where NECS facility has been made available (subject to availability determining the number of Bonds to be allotted over and above the Base Issue of all information for crediting the refund through NECS). iii. NEFT – Payment Size, in case our Company opts to retain any oversubscription in the Issue upto of refund shall be undertaken through NEFT wherever the Applicant’s bank has ` 3,53,200 lakhs. The aggregate value of Bonds decided to be allotted over and been assigned the Indian Financial System Code (“IFSC”), which can be linked above the Base Issue Size, (in case our Company opts to retain any oversubscription to a MICR, allotted to that particular bank branch. IFSC Code will be obtained in the Issue), and/or the aggregate value of Bonds upto the Base Issue Size shall from the website of RBI as on a date immediately prior to the date of payment of be collectively termed as the “Overall Issue Size”. refund, duly mapped with MICR numbers. In case of online payment or wherever Allocation ratio the Investors have registered their nine digit MICR number and their bank account Reservations shall be made for each of the Portions in the below mentioned basis: number with the depository participant while opening and operating the demat QIB Portion Corporate High Net Worth Retail Individual account, the MICR number and their bank account number will be duly mapped Portion Individual Portion Investor Portion with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method. iv. RTGS – If the refund amount 10% of the Issue 15% of the 15% of the Issue 60% of the Issue exceeds ` 2,00,000, Applicants have the option to receive refund through RTGS. Size Issue Size Size Size Charges, if any, levied by the refund bank(s) for the same would be borne by us. Basis of Allotment Charges, if any, levied by the Applicant’s bank receiving the credit would be borne (a) Allotments in the first instance: i) Applicants belonging to the Category I, in by the Applicant. v. For all other Applicants (not being ASBA Applicants), refund the first instance, will be allocated Bonds upto 10% of the Issue Size on first come orders will be dispatched through speed post/ registered post. Such refunds will first serve basis (determined on the basis of date of upload of the Applications on be made by cheques, pay orders or demand drafts drawn in favour of the sole/ the electronic Application platform of the relevant stock exchanges); ii) Applicants first Applicants and payable at par at places where Application are received. Bank belonging to the Category II, in the first instance, will be allocated Bonds upto 15% charges, if any, for encashing such cheques, pay orders or demand drafts at other of Issue Size on first come first serve basis (determined on the basis of date of upload centres will be payable by the Applicants. of the Applications on the electronic Application platform of the relevant stock 20 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS exchanges); iii) Applicants belonging to the Category III, in the first instance, will our Company shall ensure that public notice of such early closure or extension is be allocated Bonds upto 15% of Issue Size on first come first serve basis (determined published on or before the day of such early date of closure or the Issue Closing on the basis of date of upload of the Applications on the electronic Application Date, as the case may be, through advertisement/s in at least one leading national platform of the relevant stock exchanges); iv) Applicants belonging to the Category daily newspaper with wide circulation. IV, in the first instance, will be allocated Bonds upto 60% of Issue Size on first come Revision of Applications first serve basis (determined on the basis of date of upload of the Applications on Applicants may revise/modify their Application details during the Tranche-II Issue the electronic Application platform of the relevant stock exchanges). (b) Under Period, as allowed/permitted by the stock exchanges, by submitting a written request subscription: If there is any under subscription in any Portion (while other Portions to a Member of the Syndicate/Trading Member of the Stock Exchange/Designated are oversubscribed), priority in Allotments will be given in the following order Branch of an SCSB, as the case may be. However, for the purpose of Allotment, (in decreasing order of priority): i) Category IV Portion; ii) Category III Portion; the date of original upload of the Application will be considered in case of such iii) Category II Portion; and iv) Category I Portion. Within each Portion, priority in revision/modification. Revision of Applications is not permitted after the expiry Allotment will be given on a first-come-first-serve basis, based on the date of the of the time for acceptance of Application Forms on the Tranche Issue Closing upload of each Application into the electronic Application platform of the Stock Date. In case of any revision of Application in connection with any of the fields Exchanges. (c) For all Portions, all Applications uploaded on the same day on the which are not allowed to be modified on the online Application platform of the electronic Application platform of the relevant stock exchanges would be treated at BSE as per the procedures and requirements prescribed by stock exchanges, par with each other. (d) Minimum allotments of one Bond would be made in case Applicants should ensure that they first withdraw their original Application of each valid Application. (e) Allotments in case of oversubscription: In case of and submit a fresh Application. In such a case the date of the new Application an oversubscription in any of the Portions, Allotments to the maximum extent, as will be considered for date priority for Allotment purposes. possible, will be made on a first-come first-serve basis and thereafter on proportionate Utilisation of Application Amounts basis, i.e. full Allotment of Bonds to the Applicants on a first come first basis up to The sum received in respect of the Issue will be kept in separate bank accounts the date falling 1 (one) day prior to the date of oversubscription and proportionate and we will have access to such funds as per applicable provisions of law(s), allotment of Bonds to the Applicants on the date of oversubscription (based on the regulations and approvals. date of upload of each Application on the electronic Application platform of the Utilisation of the proceeds of the Issue: (a) All monies received pursuant to relevant stock exchanges, in each Portion). The method of proportionate allotment the Issue of Bonds to public shall be transferred to a separate bank account is as described below: 1. Allotments to the applicants shall be made in proportion to other than the bank account referred to in sub-section (3) of Section40of the their respective Application size, rounded off to the nearest integer, 2. If the process Companies Act, 2013. (b) Details of all monies utilised out of Issue referred of rounding off to the nearest integer results in the actual allocation of Bonds being to in sub-item (a) shall be disclosed under an appropriate separate head in our higher than the Issue size, not all applicants will be allotted the number of Bonds Balance Sheet indicating the purpose for which such monies had been utilised. arrived at after such rounding off. (c) Details of all unutilised monies out of issue of Bonds, if any, referred to in Rather, each Applicant whose Allotment size, prior to rounding off, had the highest sub-item (a) shall be disclosed under an appropriate separate head in our Balance decimal point would be given preference; Sheet indicating the form in which such unutilised monies have been invested. Our Company would allot Tranche II Series IA/IB Bonds (depending upon the (d) We shall utilize the Issue proceeds only upon creation of security as stated category of applicants) to all valid Applications, wherein the Applicants have not in the Prospectus Tranche-II, receipt of the listing and trading approval from the indicated their choice of Series of Bonds. Stock Exchanges. (e) The Issue proceeds shall not be utilized towards full or part Investor Withdrawals and Pre-closure consideration for the purchase or any other acquisition, inter alia by way of a lease, Withdrawal of Applications during the Issue Period of any property. (f) All subscription monies received from FPIs, FIIs, Eligible Withdrawal of ASBA Applications QFIs and Eligible NRIs(and other non resident Applicants across all Categories) ASBA Applicants can withdraw their Applications during the Issue Period by through the Issue shall be kept in a separate account opened and maintained by submitting a request for the same to the Member of the Syndicate, Trading Member the Company, the proceeds of which account shall not be utilised for any lending or Designated Branch of an SCSB, as the case may be, through whom the ASBA purposes in terms of the Master Direction – Borrowing and Lending transactions in Application had been made. In case of ASBA Applications submitted to the Members Indian Rupee between Persons Resident in India and Non-Resident Indians/ Persons of the Syndicate or Trading Members at the Syndicate ASBA Application Locations, of Indian Origin (“FEMA Master Borrowing Directions”). (g) The allotment letter upon receipt of the request for withdrawal from the ASBA Applicant, the relevant shall be issued or application money shall be refunded within the time specified in Member of the Syndicate or Trading Member, as the case may be, shall undertake chapter titled “Issue Procedure” on page 67 of the Prospectus Tranche-II, failing requisite actions, including deleting details of the withdrawn ASBA Application which interest shall be due to be paid to the applicants at the rate of 15% for the Form from the electronic platform of the Stock Exchanges. In case of ASBA delayed period Applications submitted directly to a Designated Branch of an SCSB, upon receipt Impersonation: Attention of the Applicants is specifically drawn to the provisions of of the request for withdrawal from an ASBA Applicant, the relevant Designated sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: Branch shall undertake requisite actions, including deleting details of the withdrawn “Any person who: (a) makes or abets making of an application in a fictitious name ASBA Application Form from the electronic platform of the Stock Exchanges and to a company for acquiring, or subscribing for, its securities; or (b) makes or abets un-blocking of the funds in the ASBA Account directly. making of multiple applications to a company in different names or in different Withdrawal of non – ASBA Applications combinations of his name or surname for acquiring or subscribing for its securities; or Non-ASBA Applicants can withdraw their Applications during the Issue Period (c) otherwise induces directly or indirectly a company to allot, or register any by submitting a request for the same to the Member of the Syndicate or Trading transfer of, securities to him, or to any other person in a fictitious name. shall be Member, as the case may be, through whom the Application had been made. Upon liable for action under Section 447.” receipt of the request for withdrawal from the Applicant, the relevant Member of Listing the Syndicate or Trading Member, as the case may be, shall undertake requisite The Bonds are proposed to be listed on the Stock Exchanges. Our Company has actions, including deleting details of the withdrawn Application Form from the applied for an in-principle approval to the Stock Exchanges for permission to deal electronic platform of the Stock Exchanges. in and for an official quotation of our Bonds. The application for listing ofthe Withdrawal of Applications after the Issue Period Bonds will be made to the Stock Exchanges at an appropriate stage. In case an Applicant wishes to withdraw an Application after the Issue Closing If permissions to deal in and for an official quotation of our Bonds are not granted Date, the same can be done by submitting a withdrawal request to the Registrar to by the Stock Exchanges, our Company will forthwith repay, without interest, all the Issue prior to the finalization of the Basis of Allotment. moneys received from the applicants in pursuance of the Prospectus Tranche-II. Our Pre-closure: The Issue shall remain open for subscription from 10:00 A.M. to Company shall ensure that all steps for the completion of the necessary formalities 5:00 P.M during the period indicated above, with an option for early closure or for listing and commencement of trading at Stock Exchanges are taken within 12 extension, as may be decided by the Board of Directors or the Bond Committee. In Working Days from the Issue Closing Date. the event of such early closure or extension of the subscription period of the Issue, For the avoidance of doubt, it is hereby clarified that in the event of non subscription

INDIAN RAILWAY FINANCE CORPORATION LIMITED 21 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS to any one or more of the Series of Bonds, such Bonds with Series of Bonds shall allocated limit for raising funds through the Bonds during the Fiscal 2016. not be listed. Our Company shall ensure that Bonds issued through the public issue route Undertaking by the Issuer and private placement route in Fiscal 2016 shall together not exceed the We undertake that: (a) the complaints received in respect of the Issue (except allocated limit of ` 9,50,000.00 lakhs. In case our Company raises funds for complaints in relation to Applications submitted to Trading Members) shall through private placements, the Residual Shelf Limit for the Issue shall get be attended to by us expeditiously and satisfactorily; (b) we shall take necessary reduced by such amount raised. Our Company vide letter dated February steps for the purpose of getting the Bonds listed within the specified time; 29, 2016 had sought modification in the Shelf Limit from SEBI, SEBI vide (c) the funds required for dispatch of refund orders/ allotment advice/ certificates its letter IMD/DOF-1/AKS/OW/6484/2016 dated March 3, 2016 has allowed by registered post shall be made available to the Registrar by our Company; the Company to raised funds under the Revised Shelf Limit (d) necessary cooperation to the credit rating agencies shall be extended in providing 2. Issue and status of Bonds true and adequate information until the debt obligations in respect of the Bonds 2.1. Public issue of Bonds of face value of ` 1,000.00 each in the nature of are outstanding; (e) we shall forward the details of utilisation of the funds raised secured, redeemable, non-convertible debentures, having benefits under Section through the Bonds duly certified by our statutory auditors, to the Debenture Trustee 10(15) (iv) (h) of the Income Tax Act, for an amount of ` 50,000 lakhs with at the end of each half year; (f) we shall disclose the complete name and address an option to retain oversubscription upto ` 1,95,000 lakhs aggregating up to of the Debenture Trustee in our annual report; (g) we shall provide a compliance ` 2,45,000 lakhs* in one or more tranches in Fiscal 2016. certificate to the Trustee (on an annual basis) in respect of compliance withthe * In terms of the CBDT Notification -1, our Company has raised ` 1,13,900 terms and conditions of issue of Bonds as contained in the Shelf Prospectus and Lakhs and ` 32,900 Lakhs on a private placement basis through Private Prospectus Tranche-II ; and (h) we shall make necessary disclosures/ reporting under Placement Offer Letters dated July 31, 2015 and August 21, 2015 respectively. any other legal or regulatory requirement as may be required by our Company from Our Company also raised ` 4,53,200.00 Lakhs through Tranche-I Issue. Further, time to time. (i) We shall comply with SEBI (Listing Obligation and Disclosure vide CBDT notification Amendment, our Company has been authorised to raise Requirements), Regulations, 2015 in respect of listing of Bonds. further amount upto` 3,50,000.00 Lakhs through private placement and public TERMS OF THE ISSUE issue through Tranche-II Issue.. Hence, in terms of CBDT Notification -1 and CBDT notification Amendment, our Company has been authorised to raise an The Bonds being offered as part of the Issue are subject to the provisions of aggregate amount of upto ` 9,50,000.00 Lakhs through public issue and private the SEBI Debt Regulations, the Companies Act, 2013 , the Income Tax Act, the placement during Fiscal 2016. Our Company had filed a Shelf Prospectus CBDT Notification, the terms of this Shelf Prospectus, Prospectus Tranche-II, the dated December 2, 2015, for an amount of ` 1,00,000 lakhs with an option Application Form, the terms and conditions of the Debenture Trustee Agreement to retain oversubscription upto ` 3,53,200 Lakhs aggregating upto ` 4,53,200 and the Debenture Trust Deed, and other applicable statutory and/or regulatory Lakhs (i.e. Shelf Limit).Hence, in terms of CBDT notification Amendment, the requirements including those issued from time to time by SEBI, RBI, Stock Shelf Limit has been modified and increased to ` 6,98,200 Lakhs (i.e.Revised Exchanges, the GoI, and other statutory/regulatory authorities relating to the offer, Shelf Limit). Also, in terms of CBDT notification Amendment, our Company issue and listing of securities and any other documents that may be executed in has raised ` 1,05,000 Lakhs on a private placement basis through Private connection with the Bonds. Placement Offer Letters dated March 2, 2016. Our Company may also raise 1. Authority for the Issue Bonds through private placement route in one or more tranches during the As per the terms of the CBDT Notification and CBDT Notification Amendment, process of the present Issue, except the period from Issue Opening Date till the aggregate volume of the issue of Bonds (having benefits under Section allotment of Bonds for the relevant Tranche Issue. The aggregate amount 10(15)(iv)(h) of the Income Tax Act) by the Company through Public Issue raised through the private placement route shall not exceed 30% of the and Private Placement during the Fiscal 2016 shall not exceed ` 9,50,000* allocated limit for raising funds through the Bonds during the Fiscal 2016. lakhs. Our Company shall ensure that Bonds issued through the public issue route The Board of Directors, at their meeting held on March 11, 2015 have approved and private placement route in Fiscal 2016 shall together not exceed the the Issue, in one or more tranche(s), of tax free bonds subject to directions allocated limit of ` 9,50,000.00 lakhs. In case our Company raises funds issued by Ministry of Finance. Further shareholders of the Company, in AGM through private placements, the Residual Shelf Limit for the Issue shall get held on, September 16, 2015 has authorised Board to raise ` 1, 50,00,000 reduced by such amount raised. Our Company vide letter dated February lakhs under Section 180(1)(c) of the Companies Act, 2013. 29, 2016 had sought modification in the Shelf Limit from SEBI, SEBI vide its Our Company proposes to raise the Bonds for an amount of ` 50,000 lakhs letter no. IMD/DOF-1/AKS/OW/6484/2016 dated March 3, 2016 has allowed with an option to retain oversubscription upto ` 1,95,000 lakhs aggregating the Company to raised funds under the Revised Shelf Limit upto ` 2,45,000 lakhs* through this Issue during Fiscal 2016. 2.2. The Bonds shall be secured pursuant to a Debenture Trust Deed and underlying * In terms of the CBDT Notification -1, our Company has raised ` 1,13,900 security documents. The Bondholders are entitled to the benefit of the Lakhs and ` 32,900 Lakhs on a private placement basis through Private Debenture Trust Deed and are bound by and are deemed to have notice of Placement Offer Letters dated July 31, 2015 and August 21, 2015 respectively. all the provisions of the Debenture Trust Deed. Our Company also raised ` 4,53,200.00 Lakhs through Tranche-I Issue. Further, 2.3. The Bonds are proposed to be secured by a first pari-passu charge on the vide CBDT notification Amendment, our Company has been authorised to raise movable assets of the Company comprising of rolling stock such as wagons, further amount upto` 3,50,000.00 Lakhs through private placement and public locomotives and coaches, present and future, as may be agreed between the issue through Tranche-II Issue.. Hence, in terms of CBDT Notification -1 and Company and the Debenture Trustee, pursuant to the terms of the Debenture CBDT notification Amendment, our Company has been authorised to raise an Trust Deed to be entered amongst them and applicable laws. aggregate amount of upto ` 9,50,000.00 Lakhs through public issue and private 2.4. The claims of the Bondholders shall rank pari passu inter-se and shall be placement during Fiscal 2016. Our Company had filed a Shelf Prospectus superior to the claims of any unsecured creditors of the Company and subject dated December 2, 2015, for an amount of ` 1,00,000 lakhs with an option to applicable statutory and/or regulatory requirements, rank pari passu to the to retain oversubscription upto ` 3,53,200 Lakhs aggregating upto ` 4,53,200 claims of creditors of the Company secured against charge on the movable Lakhs (i.e. Shelf Limit).Hence, in terms of CBDT notification Amendment, the assets comprising of rolling stock such as wagons, locomotives and coaches. Shelf Limit has been modified and increased to ` 6,98,200 Lakhs (i.e.Revised 3. Form, face value, title and listing etc. Shelf Limit). Also, in terms of CBDT notification Amendment, our Company 3.1.1. Form of Allotment has raised ` 1,05,000 Lakhs on a private placement basis through Private The Allotment of the Bonds shall be in a dematerialized form or in Placement Offer Letters dated March 2, 2016. Our Company may also raise physical form (except for Eligible QFIs , eligible FIIs and eligible Bonds through private placement route in one or more tranches during the FPIs, who will be allotted bonds only in dematerialized form). Our process of the present Issue, except the period from Issue Opening Date till Company has made depository arrangements with CDSL and NSDL allotment of Bonds for the relevant Tranche Issue. The aggregate amount for the issuance of the Bonds in dematerialized form, pursuant to raised through the private placement route shall not exceed 30% of the the tripartite agreement dated May 8, 2003 among our Company,

22 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS the Registrar and CDSL and the tripartite agreement dated January holder thereof and its absolute owner for all purposes whether or 23, 2002 among our Company, the Registrar and NSDL (collectively not it is overdue and regardless of any notice of ownership, trust or “Tripartite Agreements”). any interest in it or any writing on, theft or loss of the Consolidated Our Company shall take necessary steps to credit the Depository Bond Certificate issued in respect of the Bonds and no person will Participant account of the Applicants with the number of Bonds be liable for so treating the Bondholder. allotted in dematerialized form. The Bondholders holding the Bonds 3.3.2 No transfer of title of a Bond will be valid unless and until entered in dematerialised form shall deal with the Bonds in accordance with on the Register of Bondholders or the register of beneficial owners, the provisions of the Depositories Act, and/or rules as notified by maintained by the Depositories and/or our Company or the Registrar the Depositories from time to time. to the Issue prior to the Record Date. In the absence of transfer 3.1.2. The Bondholders may rematerialize the Bonds issued in dematerialised being registered, interest and/or Maturity Amount, as the case may form, at any time after Allotment, in accordance with the provisions be, will be paid to the person, whose name appears first in the of the Depositories Act and/or rules as notified by the Depositories Register of Bondholders maintained by the Depositories and/or our from time to time. Company and/or the Registrar to the Issue, as the case may be. In 3.1.3. In case of Bonds held in physical form, whether on Allotment or such cases, claims, if any, by the purchasers of the Bonds will need on rematerialization of Bonds allotted in dematerialised form, our to be settled with the seller of the Bonds and not with our Company Company will issue one certificate for each Series of Bonds to the or the Registrar to the Issue. Bondholder for the aggregate amount of the Bonds that are held 3.4. Listing by such Bondholder (each such certificate, a “Consolidated Bond The Bonds are proposed to be listed on the BSE and NSE. The designated Certificate”). In respect of the Consolidated Bond Certificate(s), our stock exchange for the Issue is BSE. Company will, on receipt of a request from the Bondholder within If the permission to list and trade the Bonds is not granted by BSE 30 Working Days of such request, split such Consolidated Bond and NSE, our Company shall forthwith repay, without interest, all such Certificate(s) into smaller denominations in accordance with the moneys received from the Applicant. If such monies are not repaid within applicable regulations/rules/act, subject to a minimum denomination period specified under Companies Act, 2013. Our Company and every of one Bond. No fees will be charged for splitting any Consolidated officer in default shall be liable to pay interest at 15% per annumfor Bond Certificate(s) and any stamp duty, if payable, will be paid by delayed period on application money. the Bondholder. The request to split a Consolidated Bond Certificate Our Company shall use best efforts to ensure that all steps for the shall be accompanied by the original Consolidated Bond Certificate(s) completion of the necessary formalities for listing and commencement which will, on issuance of the split Consolidated Bond Certificate(s), of trading at BSE and NSE will be taken within 12 Working Days from be cancelled by our Company. the Issue Closing Date. 3.1.4. Manner of allotment 3.5. Market Lot 3.1.4.1. Allotment of the Bonds will be dematerialised form or in physical The Bonds shall be allotted in dematerialised form or physical (except (except for eligible FPIs/FIIs/ eligible QFIs who shall be allotted for Eligible QFIs/eligible FIIs/ eligible FPIs, who will be allotted bonds Bonds in dematerialised form). In terms of Bonds issued in only in dematerialized form). As per the SEBI Debt Regulations, the dematerialised form, our Company will take requisite steps to credit trading of the Bonds shall be in dematerialised form only. Since, the the demat accounts of all Bondholders who have applied for the trading of Bonds is in dematerialized form, the tradable lot for the Bonds in dematerialised form within 12 Working Days from the Bonds is one Bond (“Market Lot”). Tranche-II Issue Closing Date. 3.6. Procedure for rematerialisation of Bonds 3.1.4.2 Our Company may also issue Letters of Allotment to all Bondholders Bondholders who wish to hold the Bonds in physical form, after having who have applied for the Bonds in physical form within 12 Working opted for Allotment in dematerialised form may do so by submitting a Days from the Tranche-II Issue Closing Date. Subsequent to the request to their Depository Participant, in accordance with the applicable payment of the consolidated stamp duty on the Bonds, and upon the procedure stipulated by the Depository Participant. issuance of the order from the Collector evidencing the payment of 4. Transfer of the Bonds, issue of Consolidated Bond Certificates, etc. such consolidated stamp duty, our Company and the Registrar shall 4.1. Register of Bondholders dispatch Consolidated Bond Certificates to all Bondholders holding Our Company shall maintain at its Registered Office or such other place, Letters of Allotment (in terms of the Register of Bondholders as as permitted by Section 94 of the Companies Act, 2013 a Register of maintained by the Registrar), no later than six months from the Bondholders containing such particulars of the legal owners of the Bonds. date of Allotment (in accordance with Section 56 of the Companies Further, in accordance with the Section 88 of the Companies Act, 2013 Act, 2013). Upon receipt by Bondholders of such Consolidated the register of beneficial owners maintained by Depositories for any Bond Certificates as dispatched by the Registrar and the Company, Bond in dematerialised form under Section 11 of the Depositories Act the Letters of Allotment shall stand cancelled without any further shall also be deemed to be a register of Bondholders for this purpose. action. Prospective Bondholders should note that once Consolidated 4.2. Transfers Bond Certificates have been duly dispatched to all Bondholders who 4.2.1 Transfer of Bonds held in dematerialised form: had applied for Bonds in physical form, our Company shall stand In respect of Bonds held in the dematerialised form, transfers of the discharged of any liabilities arising out of any fraudulent transfer Bonds may be affected, only through the Depositories where such of the Bonds purported to be effected through Letters of Allotment. Bonds are held, in accordance with the provisions of the Depositories 3.2. Face Value Act and/or rules as notified by the Depositories from time to time. The face value of each Bond is ` 1,000. The Bondholder shall give delivery instructions containing details of 3.3. Title the prospective purchaser’s Depository Participant’s account to his 3.3.1 In case of: Depository Participant. If a prospective purchaser does not have a (i) the Bond held in the dematerialised form, the person for the time Depository Participant account, the Bondholder may rematerialize his being appearing in the register of beneficial owners maintained by or her Bonds and transfer them in a manner as specified in 4.2.2 below. the Depositories; and 4.2.2 Transfer of Bonds in physical form: The Bonds may be transferred in a manner as may be prescribed by (ii) the Bond held in physical form, the person for the time being our Company for the registration of transfer of Bonds as per relevant appearing in the Register of Bondholders as Bondholder, shall be law. Purchasers of Bonds are advised to send the Consolidated Bond treated for all purposes by our Company, the Debenture Trustee, the Certificate to our Company or to such persons as may be notifiedby Depositories and all other persons dealing with such persons the our Company from time to time. If a purchaser of the Bonds in physical

INDIAN RAILWAY FINANCE CORPORATION LIMITED 23 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS form intends to hold the Bonds in dematerialised form, the Bonds 7. Subscription may be dematerialized by the purchaser through his or her Depository 7.1. Period of Subscription Participant in accordance with the provisions of the Depositories Act The Issue shall remain open for the period mentioned below: and/or rules as notified by the Depositories from time to time. Issue Opens on March 10, 2016 The buyer(s) should ensure that the transfer formalities are completed prior Issue Closes on March 14, 2016 to the Record Date, failing which the interest and/or Maturity Amount Applications shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian for the Bonds shall be paid to the person whose name appears in the Standard Time), or such extended time as may be permitted by the Stock register of Bondholders maintained by the Depositories. In such cases, Exchanges during the Issue Period on all days between Monday and Friday, any claims shall be settled inter se between the parties and no claim both inclusive barring public holidays, at the Collection Centres or with or action shall be brought against the Company or the Lead Managers the Members of the Syndicate or Trading Members at the Syndicate ASBA or the Registrar to the Issue. Application Locations and the Designated Branches of SCSBs as mentioned 4.3. Formalities free of charge on the Application Form. On the Issue Closing Date, Applications shall be Registration of a transfer of Bonds and issuance of new Consolidated accepted only between 10.00 a.m. and 3.00 p.m. and shall be uploaded until Bond Certificates will be effected without charge by or on behalf of 5.00 p.m. or such extended time as may be permitted by the Stock Exchanges. our Company, but on payment (or the giving of such indemnity as our It is clarified that the Applications not uploaded in the electronic application Company may require) in respect of any tax or other governmental system of the Stock Exchanges would be rejected. charges which may be imposed in relation to such transfer, and our Due to limitation of time available for uploading the Applications on the Company being satisfied that the requirements concerning transfers of Issue Closing Date, Applicants are advised to submit their Applications one Bonds, have been complied with. day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. 4.4 Debenture Redemption Reserve (“DRR”) on the Issue Closing Date. All times mentioned in the Prospectus are Indian Pursuant to Section 71 of the Companies Act, 2013 read with Rule 18 of Standard Times. Applicants are cautioned that in the event a large number Companies (Share and Debentures) Rules, 2014, any company that intends of Applications are received on the Issue Closing Date, some Applications to issue debentures needs to create a DRR with following conditions (a) may not be uploaded due to lack of sufficient time. Such Applications that the DRR shall be created out of the profits of the company available for cannot be uploaded will not be considered for allocation under the Issue. payment of dividend, (b) the DRR shall be equivalent to atleast 25% Applications will be accepted only on working days, i.e., Monday to Friday of the amount raised through public issue of debentures in accordance (excluding any public holiday). Neither our Company, nor the Lead Managers, with the SEBI Debt Regulations in case of NBFCs registered with the Consortium Members or Trading Members of the Stock Exchanges is liable RBI and no DRR is required in case of privately placed debentures. for any failure in uploading the Applications due to failure in any software/ Accordingly our Company is required to create DRR of 25% of the value hardware system or otherwise. of Bonds issued through the Tranche-II Issue. In addition, as per Rule The subscription list for the Issue shall remain open for subscription, from 18(7) (e) of Companies (Share Capital and Debentures) Rules, 2014, the 10:00 A.M. to 5:00 P.M during the period indicated above, with an option amounts credited to DRR shall not be utilised by our Company except for early closure or extension, as may be decided by the Board of Directors for the redemption of the Bonds. Every company required to maintain or the Bond Committee. In the event of such early closure or extension of or create DRR shall before the 30th day of April of each year, deposit the subscription list of the Issue, our Company shall ensure that public notice or invest, as the case may be, a sum which shall not be less than 15% of such early closure or extension is published on or before the day of such of the amount of its debentures maturing during the year ending on early date of closure or the Issue Closing Date, as the case may be, through the 31st day of March, following any one or more of the following advertisement/s in at least one leading National daily newspaper with wide methods: (a) in deposits with any scheduled bank, free from charge or circulation. lien; (b) in unencumbered securities of the Central Government or of 7.2. Underwriting any State Government; (c) in unencumbered securities mentioned clauses The Issue is not underwritten (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882; (d) in 7.3. Minimum Subscription unencumbered bonds issued by any other company which is notified The SEBI Circular bearing reference no. CIR/IMD/DF/12/2014 dated 17 June, under clause (f) of section 20 of the Indian Trusts Act, 1882. The amount 2014 provides that the issuers issuing tax-free bonds, as specified by CBDT, deposited or invested, as the case may be, shall not be utilised for any shall be exempted from requirement of specifying the minimum subscription purpose other than for the repayment of debentures maturing during the limit. Accordingly, no minimum subscription limit has been specified for the year referred to above, provided that the amount remaining deposited present Issue. or invested, as the case may be, shall not at any time fall below 15% 8. Interest of the amount of debentures maturing during the 31st day of March of 8.1. Interest that year. For Bondholders falling under Category I, II and III, the Bonds under Tranche 5. Application Amount II Series IA and Tranche II Series IIA shall carry interest at the coupon rate The Bonds are being issued at par and full amount of face value per Bond is of 7.04% p.a. and 7.35% p.a. respectively payable from, and including, the payable on application. In case of ASBA Applicants, the full amount of face Deemed Date of Allotment up to, but excluding, their respective Maturity value of Bonds applied for will be blocked in the relevant ASBA Account Dates, payable on the Interest Payment Date, to the Bondholders as of the maintained with the SCSB. Eligible Applicants can apply for any amount of relevant Record Date. The effective yield to Category I, II and III Bondholders the Bonds subject to a minimum application size of 5 Bonds (` 5,000), across would be 7.04% p.a. and 7.35% p.a. for the Tranche II Series IA and Tranche any of the Series(s) or a combination thereof. The Applicants will be allotted II Series IIA respectively. the Bonds in accordance with the Basis of Allotment finalised by the Board For Bondholders falling under Category IV, the Bonds under Tranche II of Directors/ Bond Committee. Series IB and Tranche II Series IIB shall carry interest at the coupon rate 6. Deemed Date of Allotment of 7.29% p.a. and 7.64% p.a. respectively payable from, and including, the Deemed Date of Allotment shall be the date on which the Board of Directors Deemed Date of Allotment up to, but excluding, their respective Maturity of our Company or the Bond Committee approves the Allotment of the Bonds Dates, payable on the Interest Payment Date”, to the Bondholders as of the for each Tranche-II Issue or such date as may be determined by the Board of relevant Record Date. The effective yield to Category IV Bondholders would Directors or Bond Committee and notified to the stock exchanges. All benefits be 7.29% p.a. and 7.64% p.a. for the Tranche II Series IB and Tranche II under the Bonds including payment of interest (as specified for Tranche II Issue Series IIB respectively. by way of the relevant Prospectus Tranche-II) will accrue to the Bondholders The coupon rates indicated under Tranche II Series IB and Tranche II Series from the Deemed Date of Allotment of the respective Tranche Issue. Actual IIB shall be payable only on the Portion of Bonds allotted to Category IV in Allotment may occur on a date other than the Deemed Date of Allotment. the Issue. Such coupon is payable only if on the Record Date for payment 24 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS of interest, the Bonds are held by investors falling under Category IV. 9. Redemption In case the Bonds allotted against Tranche II Series IB and Tranche II 9.1. The face value of the Bonds will be redeemed at par, on the respective Series IIB are transferred by Category IV to Category I, Category II and/or Maturity Dates of each of the Bond Series. Category III, the coupon rate on such Bonds shall stand at par with coupon 9.2. Procedure for Redemption by Bondholders rate applicable on Tranche II Series IA and Tranche II Series IIA respectively. The procedure for redemption is set out below: If the Bonds allotted against Tranche II Series IB and Tranche II Series IIB 9.2.1. Bonds held in electronic form: are sold/ transferred by the Category IV to investor(s) who fall under the No action is required on the part of Bondholders at the time of maturity of Category IV as on the Record Date for payment of interest, then the coupon the Bonds. rates on such Bonds shall remain unchanged; 9.2.2. Bonds held in physical form: Bonds allotted against Tranche II Series IA and Tranche II Series IIA shall No action will ordinarily be required on the part of the Bondholder at the time continue to carry the specified coupon rate if on the Record Date for payment of redemption, and the Maturity Amount will be paid to those Bondholders of interest, such Bonds are held by investors falling under Category IV; whose names appear in the Register of Bondholders maintained by our If on any Record Date, the original Category IV allotee(s)/ transferee(s) hold Company on the Record Date fixed for the purpose of redemption without the Bonds under Tranche II Series IB and Tranche II Series IIB and Tranche there being a requirement for the surrender of the physical Consolidated Bond II Series IA and Tranche II Series IIA for an aggregate face value amount of Certificate(s). However, our Company may require the Consolidated Bond over ` 10 lacs, then the coupon rate applicable to such Category IV allottee(s)/ Certificate(s), duly discharged by the sole holder or all the joint-holders (signed transferee(s) on Bonds under Tranche II Series IB and Tranche II Series IIB on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for shall stand at par with coupon rate applicable on Tranche II Series IA and redemption on Maturity Date and sent by the Bondholders by registered post Tranche II Series IIA respectively; with acknowledgment due or by hand delivery to the Registrar to the Issue Bonds allotted under Tranche II Series IA and Tranche II Series IIA shall carry or the Company or to such persons at such addresses as may be notified by coupon rates indicated above till the respective maturity of Bonds irrespective the Company from time to time. Bondholders may be requested to surrender of Category of holder(s) of such Bonds; the Consolidated Bond Certificate(s) in the manner stated above, not more For the purpose of classification and verification of status of the Category IV than three months and not less than one month prior to the Maturity Date so of Bondholders, the aggregate face value of Bonds held by the Bondholders as to facilitate timely payment. Our Company shall stand discharged of any in all the Series of Bonds, allotted under the Tranche-II Issue shall be clubbed liabilities arising out of any fraudulent transfer of the Bonds or non-registration and taken together on the basis of PAN. of transfer of Bonds with our Company. 8.2. Day count convention 10. Payments Interest on the Bonds shall be computed on an actual/ actual basis i.e. on 10.1 Payment of Interest on Bonds the principal outstanding on the Bonds as per the SEBI Circular bearing no. Payment of interest on the Bonds will be made to those Bondholders whose CIR/IMD/DF/18/2013 dated October 29, 2013. name appears first in the Register of Bondholders/List of beneficial owners 8.3. Interest on Application Amounts maintained by the Depositories and/or our Company and/or the Registrar to 8.3.1. Interest on application monies received which are used towards the Issue, as the case may be as, on the Record Date. Allotment of Bonds 10.2. Record Date We shall pay interest on Application Amounts on the amount Allotted, subject The Record Date for the payment of interest or the Maturity Amount shall to deduction of income tax under the provisions of the Income Tax Act, as be 15 days prior to the date on which such amount is due and payable or applicable, to any Applicants to whom Bonds are allotted (except for ASBA such other date as may be notified by the Company. In case of redemption of Applicants) pursuant to the Issue from the date of realization of the cheque(s)/ Bonds, the trading in the Bonds shall remain suspended between the Record demand draft(s)/or any other mode upto one day prior to the Deemed Date of Date and the date of redemption. In the event the Record Date falls on a Allotment, at the rate of 7.04%p.a. and 7.35% p.a. on Tranche II Series IA second or fourth Saturday, Sunday or a public holiday in New Delhi or any and Tranche II Series IIA respectively for Allottees under Category I, Category other payment centre notified in terms of the Negotiable Instruments Act, 1881, II and Category III Portion, and at the rate of 7.29% p.a. and 7.64% p.a on the succeeding Working Days will be considered as the Record Date for the Tranche II Series IB and Tranche II Series IIB respectively for Allottees under payment of interest and the preceding Working Day shall be considered as Category IV Portion. Record Date for redemption of Bonds. A tax deduction certificate will be issued for the amount of income taxso 10.3. Effect of holidays on payments deducted. If the date of payment of coupon/ interest rate specified does not fall on a We may enter into an arrangement with one or more banks in one or more Working Day, the coupon payment shall be made on the immediately succeeding cities for direct credit of interest to the account of the applicants. Alternatively, Working Day along with the interest for such additional period. Further, interest interest warrants will be dispatched along with the Letter(s) of Allotment at for such additional period so paid, shall be deducted out of the interest payable the sole risk of the applicant, to the sole/ first applicant. on the next coupon/ Interest Payment Date. If the Redemption Date/ Maturity 8.3.2. Interest on application monies received which are liable to be refunded Date (also being the last Coupon/ Interest Payment Date) of any Series of We shall pay interest on Application Amounts which is liable to be refunded to Bonds falls on a day which is not a Working Day, the redemption proceeds the Applicants (other than Application Amounts received after the Issue Closing shall be paid on the immediately preceding Working Day along with the Date, and ASBA Applicants) subject to deduction of income tax under the interest accrued on the Bonds until but excluding the date of such payment. provisions of the Income Tax Act, as applicable, from the date of realization Set forth below is an illustration for guidance in respect of the day count of the cheque(s)/demand draft(s) upto one day prior to the Deemed Date of convention and effect of holidays on payments. For the purpose of this Allotment, at the rate @ 5% per annum. Such interest shall be paid along Illustration, we have considered effect of holidays on cash flows only with the monies liable to be refunded. Interest warrant will be dispatched/ for Tranche II Series IA and Tranche II Series IB Bonds. The effect of credited (in case of electronic payment) along with the letter(s) of refund at holidays on cash flows for the other Series of Bonds shall be similar. the sole risk of the Applicant, to the sole/first Applicant. INVESTORS SHOULD NOTE THAT THIS EXAMPLE IS SOLELY A tax deduction certificate will be issued for the amount of income taxso FOR ILLUSTRATIVE PURPOSES AND IS NOT SPECIFIC TO THE deducted. ISSUE. Provided that, notwithstanding anything contained hereinabove, our Company Illustration One shall not be liable to pay any interest on monies liable to be refunded in Name of Issuer Indian Railway Finance Corporation Limited case of (a) invalid Applications or Applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. See the section titled Face Value of the Bonds 1000 “Issue Procedure - Rejection of Applications” on page 91 of the Prospectus (in `) Tranche-II. Series of Bonds Tranche II Series IA

INDIAN RAILWAY FINANCE CORPORATION LIMITED 25 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Deemed Date of Allotment March 23, 2016 Notes: Redemption/Maturity Date March 23 2026 1. If the date of interest payment falls on a Sunday or a public holiday, the succeeding Business Day will be considered as the effective date. Coupon/Interest Rate 7.04% 2. In case the date of payment of redemption amount falls on a Sunday or a Frequency of Coupon/Interest First Interest on October 15, 2016 and public holiday, the preceding Business Day will be considered as the effective Payment with specified dates subsequently on October 15 every year except the date for payment of redemption proceeds. last interest payment along with the redemption 3. The 5st and 9th coupon payment has been calculated based on a year consisting amount which will happen on March 23, 2026 of 366 days. Day Count Convention Actual / Actual Assumptions 1. We have not considered the effect of public holidays as it is difficult to Cash Interest Payment Date Actual No. of days Amount (in `) ascertain for future dates. Flows between two interest 2. The Deemed Date of Allotment is assumed to be March 23, 2016; and payments 3. For Cash Flows under Series IB, it is assumed that on all the Record Dates, 1 October 15, 2016 206.00 39.73 the Bondholder falls in the Retail Individual Investor Category/Category IV 2 October 16, 2017 366.00 70.59 and the Coupon rate remains unchanged at 7.29% per annum. 3 October 15, 2018 364.00 70.21 THE AGGREGATE COUPON/INTEREST PAYABLE TO EACH 4 October 15, 2019 365.00 70.40 BONDHOLDER SHALL BE ROUNDED OFF TO THE NEAREST RUPEE 5 October 15, 2020 366.00 70.40 AS PER THE FIXED INCOME MONEY MARKET AND DERIVATIVES ASSOCIATION HANDBOOK ON MARKET PRACTICES. 6 October 15, 2021 365.00 70.40 10.4. Whilst our Company will use the electronic mode for making payments, where 7 October 15, 2022 365.00 70.40 facilities for electronic mode of payments are not available to the Bondholder or 8 October 16, 2023 366.00 70.59 where the information provided by the Applicant is insufficient or incomplete, 9 October 15, 2024 365.00 70.21 our Company proposes to use other modes of payment to make payments to 10 October 15, 2025 365.00 70.40 the Bondholders, including through the dispatch of cheques through courier, 11 March 23, 2026 159.00 30.67 or registered post to the address provided by the Bondholder and appearing in the Register of Bondholders maintained by the Depositories and/or our 12 March 23, 2026 - 1,000.00 Company and/or the Registrar to the Issue, as the case may be as, on the Total 1,704.00 Record Date. In the case of payment on maturity being made on surrender Illustration Two of the Consolidated Bond Certificate(s), our Company will make payments or issue payment instructions to the Bondholders within 30 days from the Name of Issuer Indian Railway Finance Corporation Limited date of receipt of the duly discharged Consolidated Bond Certificate(s).Our Face Value of the 1000 Company shall pay interest as specified in the Tranche Prospectus, over and Bonds (in `) above the coupon rate of the relevant Bonds, in the event that such payments Series of Bonds Tranche II Series IB are delayed beyond a period of eight days after our Company becomes liable Deemed Date of March 23, 2016 to pay such amounts (expect if such delays are on account of delay in postal Allotment channels of the country). Redemption/ March 23, 2026 10.5. Our Company’s liability to the Bondholders including for payment or otherwise Maturity Date shall stand extinguished from the Maturity Date or on dispatch of the amounts Coupon/Interest 7.29% paid by way of principal and/or interest to the Bondholders. Further, our Rate Company will not be liable to pay any interest, income or compensation of any kind accruing subsequent to the Maturity Date. Frequency of First Interest on October 15, 2016 and subsequently on 11. Manner and Mode of Payment Coupon/Interest October 15 every year except the last interest payment 11.1. Manner of Payment: Payment with along with the redemption amount which will happen All payments to be made by our Company to the Bondholders shall be made specified dates on March 23, 2026 in any of the following manners: Day Count Actual / Actual 11.1.1. For Bonds applied or held in electronic form: Convention The bank details will be obtained from the Depositories for payments. Investors who have applied or who are holding the Bond in electronic Cash Interest Payment Date Actual No. of days Amount (in `) form are advised to immediately update their bank account details as Flows between two interest appearing on the records of their Depository Participant. Failure to payments do so could result in delays in credit of the payments to Investors 1 October 15, 2016 206.00 41.14 at their sole risk and neither the Lead Managers nor our Company 2 October 16, 2017 366.00 73.10 shall have any responsibility and undertake any liability for such 3 October 15, 2018 364.00 72.70 delays on part of the Investors. 4 October 15, 2019 365.00 72.90 11.1.2. For Bonds held in physical form 5 October 15, 2020 366.00 72.90 The bank details will be obtained by the Registrar to the Issue from the Application Form or cheque copy attached for effecting 6 October 15, 2021 365.00 72.90 payments. 7 October 15, 2022 365.00 72.90 In case of Applications other than those made through the ASBA 8 October 15, 2023 366.00 73.10 process, the unutilised portion of the Application Amounts will be 9 October 15, 2024 365.00 72.70 refunded to the Applicant within 12 (twelve) Working Days of the 10 October 15, 2025 365.00 72.90 Issue Closing Date through any of the following modes: 11 March 23, 2026 159.00 31.76 11.2. Modes of Payment 12 March 23, 2026 - 1000 i. Direct Credit – Applicants having bank accounts with the Refund Bank shall be eligible to receive refunds through direct credit. Total 1,729.00 Charges, if any, levied by the relevant bank(s) for the same would be borne by us.

26 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS ii. NECS – Payment of refund would be done through NECS for Bonds, in whole but not in part are and have become due and repayable at Applicants having an account at any of the centres as notified by RBI. the early redemption amount on such date as may be specified in such notice, This mode of payment of refunds would be subject to availability of among other things, if any of the events listed in 15.2 below occur. complete bank account details including the MICR code as available 15.2. The complete list of events of default shall be as specified in the Debenture from the Depositories. The payment of refunds through this mode Trust Deed. will be done for Applicants having a bank account at any centre 15.3. The early redemption amount payable on the occurrence of an event of default where NECS facility has been made available (subject to availability shall be as detailed in the Debenture Trust Deed. of all information for crediting the refund through NECS). 15.4. If an event of default occurs which is continuing, the Debenture Trustee iii. NEFT – Payment of refund shall be undertaken through NEFT may with the consent of the Bondholders, obtained in accordance with the wherever the Applicant’s bank has been assigned the Indian Financial provisions of the Debenture Trust Deed, and with a prior written notice to System Code (“IFSC”), which can be linked to a MICR, allotted to our Company, take action in terms of the Debenture Trust Deed. that particular bank branch. IFSC Code will be obtained from the 15.5. In case of default in the redemption of Bonds, in addition to the payment of website of RBI as on a date immediately prior to the date of payment interest and all other monies payable hereunder on the respective due dates, of refund, duly mapped with MICR numbers. In case of online our Company shall also pay interest on the defaulted amounts. payment or wherever the Investors have registered their nine digit 16. Bondholders’ rights, nomination, etc. MICR number and their bank account number with the depository 16.1. Rights of Bondholders participant while opening and operating the demat account, the MICR Some of the significant rights available to the Bondholders are as follows: number and their bank account number will be duly mapped with a) Bondholder is not a shareholder: The Bondholders will not be the IFSC Code of that particular bank branch and the payment of entitled to any of the rights and privileges available to the equity refund will be made to the Investors through this method. and/or preference shareholders of our Company. iv. RTGS – If the refund amount exceeds ` 2.00 lakhs, Applicants b) The Company will maintain at its Registered Office or such other have the option to receive refund through RTGS. Charges, if any, place as permitted by law a register of Bondholders (“Register of levied by the refund bank(s) for the same would be borne by us. Bondholders”) containing such particulars as required by Section Charges, if any, levied by the Applicant’s bank receiving the credit 88 of the Companies Act, 2013. In terms of Section 88 of the would be borne by the Applicant. Companies Act, 2013, the Register of Bondholders maintained by a v. For all other Applicants (not being ASBA Applicants), refund orders will Depository for any Bond in dematerialised form under Section 11 of be dispatched through speed post/ registered post, at Applicants’ own the Depositories Act will be deemed to be a Register of Bondholders risk. Such refunds will be made by cheques, pay orders or demand for this purpose drafts drawn in favour of the sole/ first Applicants and payable at c) The Bonds shall not, except as provided in the Companies Act, confer par at places where Application are received. Bank charges, if any, on Bondholders any rights or privileges available to members of our for encashing such cheques, pay orders or demand drafts at other Company including the right to receive notices or annual reports centres will be payable by the Applicants. of, or to attend and / or vote, at the Company’s general meeting(s). Our Company shall not be responsible for any delay to the Bondholder However, if any resolution affecting the rights of the Bondholders receiving credit of interest or refund or Maturity Amount so long is to be placed before the shareholders, such resolution will first as our Company has initiated the process in time. be placed before the concerned registered Bondholders for their 11.3. Printing of bank particulars consideration. In terms of Section 136(1) of the Companies Act, As a matter of precaution against possible fraudulent encashment of refund 2013, Bondholders shall be entitled to a copy of the balance sheet orders and interest/redemption warrants due to loss or misplacement, the on a specific request made to the Company. particulars of the Applicant’s bank account are mandatorily required to be d) The rights, privileges and conditions attached to the Bonds may be provided for printing on the orders/warrants. Applications without these details varied, modified and/or abrogated with the consent in writing of the are liable to be rejected. However, in relation to Applications for dematerialised Bondholders of at least three-fourths of the outstanding amount of Bonds, these particulars will be taken directly from the Depositories. In case the Bonds or with the sanction of a special resolution passed at a of Bonds held in physical form either on account of rematerialisation or meeting of the concerned Bondholders. However, such consent or transfer, the Bondholders are advised to submit their bank account details resolution shall not be operative against our Company in the event with the Registrar to the Issue before the Record Date, failing which the that such consent or resolution is not acceptable to the Company. amounts will be dispatched to the postal address of the Bondholders. Bank e) The registered Bondholder or in case of joint-holders, the person account particulars will be printed on the orders/warrants which can then be whose name stands first in the Register of Bondholders shall be deposited only in the account specified. entitled to vote in respect of such Bonds, either by being present in 12. Special Tax Benefit person or, where proxies are permitted, by proxy, at any meeting of For the details of tax benefits, see the section titled Statement“ of Tax Benefits” the concerned Bondholders summoned for such purpose and every on page 30 of the Prospectus Tranche-II. such Bondholder shall be entitled to one vote on a show of hands 13. Taxation and on a poll, his or her voting rights shall be in proportion to the The Bonds are tax free in nature and the interest on the Bonds will not form outstanding nominal value of Bonds held by him or her on every part of the total income. For further details, see the section titled “Statement resolution placed before such meeting of the Bondholders. of Tax Benefits” on page 30 of the Prospectus Tranche-II. f) Bonds may be rolled over with the consent in writing of the holders 14. Security of at least three-fourths of the outstanding amount of the Bonds or The Bonds to be issued are proposed to be secured by creating a first pari- with the sanction of a Special Resolution passed at a meeting of the passu charge on the movable assets of the Company comprising of rolling concerned Bondholders after providing at least 21 days prior notice stock such as wagons, locomotives and coaches, present and future, as may for such roll-over and in accordance with the SEBI Debt Regulations. be agreed between the Company and the Debenture Trustee, pursuant to the Our Company shall redeem the Bonds of all the Bondholders, who terms of the Debenture Trust Deed and applicable laws. have not given their positive consent to the roll-over . 15. Events of default The above rights of Bondholders are merely indicative. The final 15.1 The Debenture Trustee at its discretion may, or if so requested in writing rights of the Bondholders will be as per the terms of the Shelf by the holders of not less than 75% in principal amount of the Bonds then Prospectus, Prospectus Tranche-II and Debenture Trust Deed to be outstanding or if so directed by a Special Resolution shall (subject to being executed by our Company with the Debenture Trustee. indemnified and/or secured by the Bondholders to its satisfaction), give notice Special Resolution for the purpose of this section is a resolution to our Company specifying that the Bonds and/or any particular Series of

INDIAN RAILWAY FINANCE CORPORATION LIMITED 27 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS passed at a meeting of Bondholders of at least three-fourths of the of all interests or other monies payable in respect of the Bonds, outstanding amount of the Bonds, present and voting. until the requirements of the notice have been complied with. 16.2. Succession 17. Debenture Trustee Where Bonds are held in joint names and one of the joint holders dies, the 17.1 Our Company has appointed SBICAP Trustee Company Limited to act as the survivor(s) will be recognized as the Bondholder(s) in accordance with the Trustee for the Bondholders. Our Company intends to enter into a Debenture applicable laws. It will be sufficient for our Company to delete the name of Trust Deed with the Debenture Trustee, the terms of which will govern the the deceased Bondholder after obtaining satisfactory evidence of his death, appointment and functioning of the Debenture Trustee and shall specify the provided that a third person may call on our Company to register his name as powers, authorities and obligations of the Debenture Trustee. Under the terms successor of the deceased Bondholder after obtaining evidence such as probate of the Debenture Trust Deed, our Company will covenant with the Debenture of a will for the purpose of proving his title to the Bonds. In the event of Trustee that it will pay the Bondholders the principal amount on the Bonds demise of the sole or first holder of the Bonds, our Company will recognize on the relevant Maturity Date and also that it will pay the interest due on the executors or administrator of the deceased Bondholders, or the holder of Bonds on the rate specified under the Prospectus Tranche-II. the succession certificate or other legal representative as having title tothe 17.2 The Bondholders shall, without further act or deed, be deemed to have Bonds only if such executor or administrator obtains and produces probate irrevocably given their consent to the Debenture Trustee or any of their agents of will or letter of administration or is the holder of the succession certificate or authorised officials to do all such acts, deeds, matters and things in respect or other legal representation, as the case may be, from an appropriate court of or relating to the Bonds as the Trustee may in their absolute discretion in India. The Board of Directors of our Company in their absolute discretion deem necessary or require to be done in the interest of the Bondholders. may, in any case, dispense with production of probate of will or letter of Any payment made by our Company to the Debenture Trustee on behalf of administration or succession certificate or other legal representation. the Bondholders shall discharge our Company pro tanto to the Bondholders. 16.3. Nomination Facility to Bondholder All the rights and remedies of the Bondholders shall vest in and shall be 16.3.1. In accordance with Section 72 of the Companies Act, 2013the sole exercised by the Debenture Trustee without reference to the Bondholders. No Bondholder or first Bondholder, along with other joint Bondholders Bondholder shall be entitled to proceed directly against our Company unless (being individual(s)) may nominate any one person (being an the Debenture Trustee, having become so bound to proceed, failed to do so. individual) who, in the event of death of the sole holder or all 17.3. The Debenture Trustee will protect the interest of the Bondholders in the the joint-holders, as the case may be, shall become entitled to the event of default by our Company in regard to timely payment of interest and Bond. A person, being a nominee, becoming entitled to the Bond repayment of principal and they will take necessary action at our Company’s by reason of the death of the Bondholders, shall be entitled to the cost. Further, the Debenture Trustee shall ensure that the assets of our Company same rights to which he will be entitled if he were the registered are sufficient to discharge the principal amount at all time under this Issue. holder of the Bond. Where the nominee is a minor, the Bondholders 18. Miscellaneous may make a nomination to appoint any person to become entitled 18.1 Loan against Bonds to the Bond(s), in the event of his death, during the minority. A The Bonds can be pledged or hypothecated for obtaining loans from lending nomination shall stand rescinded on sale of a Bond by the person institutions in accordance with the lending policies of the concerned institutions. nominating. A buyer will be entitled to make a fresh nomination 18.2 Lien in the manner prescribed. When the Bond is held by two or more Our Company shall have the right of set-off and lien, present as well as persons, the nominee shall become entitled to receive the amount future on the moneys due and payable to the Bondholder or deposits held in only on the demise of all the Bondholders. Fresh nominations can the account of the Bondholder, whether in single name or joint name, to the be made only in the prescribed form available on request at our extent of all outstanding dues by the Bondholder to our Company. Company’s administrative office or at such other addresses as may 18.3 Lien on pledge of Bonds be notified by our Company. Subject to applicable laws, our Company, at its discretion, may note a lien on 16.3.2. The Bondholders are advised to provide the specimen signature of pledge of Bonds if such pledge of Bond is accepted by any bank, institution the nominee to our Company to expedite the transmission of the or others for any loan provided to the Bondholder against pledge of such Bond(s) to the nominee in the event of demise of the Bondholders. The Bonds as part of the funding. signature can be provided in the Application Form or subsequently 18.4 Joint-holders at the time of making fresh nominations. This facility of providing Where two or more persons are holders of any Bond(s), they shall be deemed the specimen signature of the nominee is purely optional. to hold the same as joint holders with benefits of survivorship subject to 16.3.3. Any person who becomes a nominee under any applicable laws applicable laws. shall on the production of such evidence as may be required by 18.5 Sharing of information our Company’s Board or the Bond Committee, as the case may be, Our Company may, at its option, use its own, as well as exchange, share or elect either: part with any financial or other information about the Bondholders available (a) to register himself or herself as the holder of the Bonds; or with our Company and affiliates and other banks, financial institutions, (b) to make such transfer of the Bonds, as the deceased holder credit bureaus, agencies, statutory bodies, as may be required and neither could have made. our Company nor its affiliates nor their agents shall be liable for use ofthe 16.3.4. Notwithstanding anything stated above, Applicants who are allotted aforesaid information. bonds in dematerialised form need not make a separate nomination 18.6 Notices with our Company. Nominations registered with the respective All notices to the Bondholders required to be given by our Company or the Depository Participant of the Bondholder will prevail. If the Trustee shall be published in at least one national daily newspaper having wide Bondholders require changing their nomination, they are requested circulation and/or, will be sent by post/courier to the registered Bondholders to inform their respective Depository Participant. For Applicants who from time to time. opt to hold the Bonds in physical form, the Applicants are require 18.7 Issue of duplicate Consolidated Bond Certificate(s) to fill in the details for ‘nominees’ as provided in the Application If any Consolidated Bond Certificate is mutilated or defaced it may be Form. replaced by our Company against the surrender of such Consolidated Bond 16.3.5. Further, our Company’s Board or the Bond Committee as the case Certificates, provided that where the Consolidated Bond Certificates are may be, may at any time give notice requiring any nominee of the mutilated or defaced, they will be replaced only if the certificate numbers deceased holder to choose either to be registered himself or herself and the distinctive numbers are legible. or to transfer the Bonds, and if the notice is not complied with, If any Consolidated Bond Certificate is destroyed, stolen or lost then on within a period of 90 days, our Company’s Board or the Bond production of proof thereof to the Issuer’s satisfaction and on furnishing Committee, as the case may be, may thereafter withhold payment

28 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS such indemnity/security and/or documents as it may deem adequate, duplicate Financial year 2015-16. Further, Government of India through CBDT Notification Consolidated Bond Certificate(s) shall be issued. Amendment has further allocated ` 350000.00 lakhs to IRFC to be raised through The above requirement may be modified from time to time as per applicable private placement and Public Issue during fiscal 2015-16. law and practice. The Board of Directors, at their meeting held on March 11, 2015 have approved 18.8 Future borrowings the Issue, in one or more tranche(s), of tax free bonds subject to directions issued Our Company shall be entitled at any time in the future during the term of by Ministry of Finance. the Bonds or thereafter to borrow or raise loans or create encumbrances or Registered and Corporate Office avail of financial assistance in any form, and also to issue promissory notes or UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, Lodhi bonds or any other securities in any form, manner, ranking and denomination Road, New Delhi110 003, India. Tel.: +91 11 2436 9766/69; Facsimile: +91 11 whatsoever and to any eligible persons whatsoever, subject to applicable 2436 6710; Website: www.irfc.nic.in consent, approvals or permission that may be required under any statutory/ For details on changes in our Registered and Corporate Office, see “History and regulatory/contractual requirement and to change its capital structure including Certain Corporate Matters” on page 84 of the Shelf Prospectus. through the issue of shares of any class, on such terms and conditions as our Registration Company may deem appropriate, without requiring the consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection. Subject to Details Registration/Identification the security cover for the Bonds being 100% of the principal outstanding and number interest thereon on the Bonds at all points of time during their tenor. Any Company Number 26363 further security created by our Company on the Security for the Bonds will Corporate Identity Number U65910DL1986GOI026363 be effected in the manner specified in the Debenture Trust Deed. RBI Registration Number classifying Company B-14.00013 18.9 Jurisdiction as Infrastructure Finance Company The Bonds, the Trust Deed and other relevant documents shall be governed Address of the Registrar of Companies by and construed in accordance with the laws of India. For the purpose of The Registrar of Companies this Issue and any matter related to or ancillary to the Issue the Courts of National Capital Territory of Delhi and Haryana New Delhi, India shall have exclusive jurisdiction. 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi 110 019, India 18.10 Recall or redemption prior to maturity Tel: +91 (11) 2623 5704; Facsimile: +91 (11) 2623 5702 The CBDT Notification pursuant to which the Bonds are being offered provides Director Finance/Chief Financial Officer that the tenure of the tax free bonds shall be 10, 15 or 20 years and does not Our Company has designated Director Finance as Chief Financial Officer. The specifically permit the issuer to buy back or redeem the Bonds prior toits finance functions are being headed by Mr. Niraj Kumar who is our Director Finance, Maturity Date. Unless permitted by the GoI, our Company will not be able whose particulars are detailed below*: to redeem or recall the Bonds prior to their Maturity Date. Mr. Niraj Kumar 18.11 Guarantee/Letter of Comfort Director (Finance) This Issue is not backed by a guarantee or letter of comfort or any other UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, document and/or letter with similar intent. Pragati Vihar, Lodhi Road, New Delhi 110 003, India 18.12 Restriction on transfer of Bonds Tel.: +91 11 2436 9789; Facsimile: +91 11 2436 3576 There are currently no restrictions on transfers and transmission of Bonds and Email: [email protected]; Website: www.irfc.nic.in on their consolidation/splitting except as may be required under applicable Company Secretary & Compliance Officer statutory and/or regulatory requirements including the SEBI Debt Regulations, Mr. S K Ajmani Companies Act, 1956, Companies Act, 2013 and RBI regulations and/or as Company Secretary & GM (Term Loans) provided in our Articles of Association. For details of main provisions of our UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, AoA, please see section titled “Main Provisions of Articles of Association Pragati Vihar, Lodhi Road, New Delhi 110 003, India of our Company” on page 184 of the Shelf Prospectus. Tel.: +91 11 2436 9766/69; Facsimile: +91 11 2436 8070 DETAILS PERTAINING TO THE COMPANY Email: [email protected]; Website: www.irfc.nic.in General Information Investors may contact the Compliance Officer, Company Secretary or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems Our Company was incorporated on December 12, 1986 under the Companies Act, such as non-receipt of letters of allotment, credit of allotted Bonds in the 1956 as a public limited company registered with the Registrar of Companies, respective beneficiary account or non-receipt of Bond Certificates/ Consolidated National Capital Territory of Delhi and Haryana and received our certificate for Bond Certificates, as applicable, or refund orders and interest on Application commencement of business on December 23, 1986. The GoI, Ministry of Railways, Amount etc. incorporated our Company as a financial arm of Indian Railways, for the purpose of All grievances relating to the Issue if addressed to the Registrar to the Issue, raising the necessary resources for meeting the developmental needs of the Indian should contain full details such as name, Application Form number, address Railways. The President of India along with twelve (12) other nominees is holding of the Applicant, number of Bonds applied for, amount paid on application, 100% of our equity share capital. Depository Participant and the collection center of the Members of the Syndicate For further details see section titled “History and Certain Corporate Matter” on where the Application was submitted. page 84 of the Shelf Prospectus. All grievances related to ASBA process where the application is submitted to The Ministry of Corporate Affairs, through its notification dated October 8, 1993 a Member of the Syndicate should be addressed to the Registrar to the Issue published in the Official Gazette of India, classified our Company, as a Public with a copy to the relevant Member of the Syndicate and the relevant SCSB. Financial Institution under Section4 (A) of the Companies Act (as now defined All grievances relating to the ASBA process may be addressed to the Registrar under sub-section 72 of Section 2 of the Companies Act, 2013). to the Issue with a copy to the relevant SCSB, giving full details such as name, Our Company was registered with the RBI under Section45-IA of RBI Act as a address of Applicant, Application Form number, number of Bonds applied for, Non-Banking Finance Company without accepting public deposits vide certificate amount blocked on Application and the Designated Branch or the collection of registration no. B-14.00013 dated February 16, 1998. The Company was later center of the SCSB where the Application Form was submitted by the ASBA classified under the category “Infrastructure Finance Company” by the RBI through Applicant. a fresh certificate of registration bearing no. B-14.00013 dated November 22, 2010. All grievances arising out of Applications for the Bonds made through the The Government of India, acting through Ministry of Finance has authorized Online Stock Exchanges Mechanism or through Trading Members may be our Company by CBDT Notification-1, to issue tax free, secured redeemable, addressed directly to the respective Stock Exchanges. non-convertible bonds of ` 1,000 each aggregating to ` 6,00,000 lakhs for the

INDIAN RAILWAY FINANCE CORPORATION LIMITED 29 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

CAPITAL STRUCTURE S. Name, Father’s name, Designation Occupation Address Other Date of Appointment, Director- Details of Capital Structure as on date of the Prospectus No. DIN, Nationality & Age ships (In lakhs) 5. Mr. Satish Kumar Goel Independent Retired C-164, • Informerics Aggregate value Father’s name: Mr. Satya Director Government Sarvodaya Valuation Authorised share capital Prakash Goel Servant Enclave, Rating 1,50,000,000 Equity Shares of ` 1,000 each 15,00,000.00 Date of Appointment: New Private Ltd Issued, subscribed and paid up share capital December 31, 2013 Delhi-110017 4,52,64,600 Equity Shares of ` 1,000 each** 4,52,646.00 DIN: 06742476 Securities premium account* 421.09 Nationality: Indian *Securities Premium Account represents the premium on private placement of Tax Age: 63 years free bonds 81st to 85th Series issued during FY 2012-13, 89th to 90th and 93rd A and * As a nominee of Ministry of Railways; **As a nominee of Ministry of Finance. 94th A Series issued during FY 2013-14 and 99th, 100th and 106th Series during July/ Relationship with other Directors Aug, 2015 & March, 2016 of the Current Financial Year 2015-16. The Directors of our Company are not related to each other. For further details, ** Our Company had allotted 40,00,000 equity shares of ` 1,000/- each amounting please refer Section “Our Management” on page 89 of the Shelf Prospectus. to ` 40,000 Lacs on February 16, 2016. Our Subsidiaries For details, please refer page 98 of the Prospectus Tranche II. We do not have any subsidiaries as on the date of the Shelf Prospectus. OUR MANAGEMENT Joint Ventures, Associate Companies and Investments Board of Directors We do not have any joint venture or associate company as on the date of the Shelf Prospectus. As per the Articles of Association of the Company, the number of directors of the Company shall not be less than three and not more than ten. Presently, our Board Debt - Equity Ratio: The debt-equity ratio of our Company prior to this Issue is based on a total outstanding comprises of two executive directors and three non-executive directors nominated ` ` by the Government of India. The appointment and the terms and conditions of debt of 69,00,988.84 lakhs and shareholder funds amounting to 9,11,515.71 lakhs, whole-time directors including chairman, managing director is approved by the which was 7.57 times, as on September 30, 2015. Government of India. The debt-equity ratio post the Issue has been calculated after considering the amount of ` 4,53,200 lakhs was raised through issue of tax free, secured, non convertible The details of Board of Directors as on the date of the Shelf Prospectus are bondsin December 2015 and assuming that full subscription of ` 245000.00 lakhs ) is as follows: 8.34 times, based on a total outstanding debt of ` 75,99,188.84 lakhs and shareholders’ S. Name, Father’s name, Designation Occupation Address Other fund of ` 9,11,515.71 lakhs. No. Date of Appointment, Director- The capitalisation statement as on September 30, 2015 is set out below: DIN, Nationality & Age ships (Rs. in lakhs) 1. Mr. Sanjoy Mookerjee* Chairman/ Service Railway Nil Description Pre Issue^ Post Issue*# Father’s name: Dr. Nominee Board Debts Sameer Chandra Director Bunglaw-3, Mookerjee Hospital Short term debt (a) 2,41,661.00 2,41,661.00 Date of Appointment: Road, Current maturities of long term debt (b) 3,22,088.93 3,22,088.93 October 16, 2015 Moti Bagh-I, Long term debt (c) 63,37,238.91 70,35,438.91 DIN: 03546243 New Delhi- Total Debt A=a+b+c 69,00,988.84 75,99,188.84 110 021 Nationality: Indian Shareholders’ Funds Age: 59 2. Mr. Rajiv Datt Managing Service R-19, 2nd Nil Share Capital (B) 4,12,646.00 4,12,646.00 Father’s name: Air Vice- Director Floor Reserves & Surplus (e) 4,98,869.71 4,98,869.71 Marshal A. D. Datt (Retd. Hauz Khas (-) Revaluation Reserve (f) - - Date of Appointment: Enclave, Net Reserves(Net of Revaluation) (g) =(e)- (f) 4,98,869.71 4,98,869.71 November 14, 2011 New Delhi - (-) Reserve for bad and doubtful debts u/s 36(1) - - DIN: 05129499 110016 (vii a)(c) of IT Act,1961 (h) Nationality: Indian Age: 59 (-) Miscellaneous Expenditure (to the extent not - - 3. Mr. Niraj Kumar Director Service B-54, Modest Nil written off) ( i) Father’s name: Mr. Ved (Finance) Ketki C G H Net Reserves after bad and doubtful debt and 4,98,869.71 4,98,869.71 Prakash Chhabra S Ltd, miscellaneous expenditure ( C= g-h-i) Date of Appointment: Plot No. 8B Net Worth(B+C) 9,11,515.71 9,11,515.71 July 1, 2015 Sector 11, Long Term Debt** / Net Worth 7.31 8.07 DIN: 00795972 Dwarka - Total Debt / Net Worth 7.57 8.34 Nationality: Indian 110075. Age: 55 ^ Pre Issue figures are as on September 30, 2015. 4. Ms. Sharmila Chavaly Government Service C-II, 67, • ONGC * Post Issue ratios has been calculated after considering the amount of ` 4,53,200 Father’s name: Late Shri Nominee Satya Marg, Videsh lacs raised through Public Issue of Tax Free Bonds in December, 2015 and with ` Srinivasa Chavaly Director** Chankyapuri Limited. the assumption that the current issue of 2,45,000 lacs is fully subscribed and Date of Appointment: New Delhi, there is no change in shareholders’ funds and short term debt. November 21,2012 110021. ** Long term debt includes current and non-current maturities of long-term debt. DIN: 06411077 # Any change in Debt and Shareholders’ Funds after September 30, 2015 has not been considered. Nationality: Indian Age: 55 years

30 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

HISTORY AND CERTAIN CORPORATE MATTERS Financial Institution under Section 4(A) of the Companies Act, 1956 (now as defined in sub-section 72 of Section 2 of the Companies Act, 2013). Our Company was incorporated on December 12, 1986 under the Companies Act, 1956 For details in relation to our business activities and investments, see section “Our as a public limited company registered with the RoC and received the certificate for Business” on page 68 of the Shelf Prospectus. commencement of business on December 23, 1986. The GoI, Ministry of Railways, Changes in registered and corporate office incorporated our Company as a financial arm of Indian Railways, for the purpose of raising the necessary resources for meeting the developmental needs of the Indian At the time of incorporation, the registered and corporate office of our Company Railways. The President of India is holding 100% of our equity share capital. was situated at Palika Bhavan, Sector XIII, R.K. Puram, New Delhi 110 066. Later on, the registered and corporate office was shifted to Ansal Chamber -1, Block A, Our Company was registered with the RBI under Section 45-IA of RBI Act as a 4th Floor, Bhikaji Cama Place, New Delhi 110 066. Subsequently, the registered Non- Banking Financial Company without accepting public deposits vide certificate of and corporate office our Company was shifted to its present location, UG Floor, registration no. B-14.00013 dated February 16, 1998. Further, in 2008, the Company East Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road, was categorized as Asset Finance Company (NBFC-ND-AFC) by Rebirthed Company New Delhi-110 003 with effect from November 1, 2000 for administrative and was later classified under the category “Infrastructure Finance Company” bythe operational efficiency. RBI through a fresh certificate bearing no. B-14.00013 dated November 22, 2010. For further details, please refer Section “History and Certain Corporate Matters” The Ministry of Corporate Affairs, through its notification dated October 8, 1993, on page 84 of the Shelf Prospectus. published in the Official Gazette of India classified our Company as aPublic SUMMARY FINANCIAL INFORMATION The following tables set forth summary financial information derived from our financial information for the years ended March 31 2015, 2014, 2013, 2012and2011. The summary financial information presented below should be read in conjunction with the section titled “Appendix-I - Financial Statements” of the Shelf Prospectus. STATEMENT OF ASSETS AND LIABILITIES FOR LAST FIVE YEARS (` in Lakhs) Particulars Note As at Year Ended No. 31.03.15 31.03.14 31.03.13 31.03.12 31.03.11 I. EQUITY AND LIABILITIES i. Share Capital 2 3,58,396.00 3,35,200.00 2,35,200.00 2,10,200.00 1,60,200.00 iii. Reserves and Surplus 3 4,55,514.84 3,97,807.73 3,44,228.23 3,04,852.53 2,68,396.61 8,13,910.84 7,33,007.73 5,79,428.23 5,15,052.53 4,28,596.61 (2) Share Application Money Pending Allotment 54,250.00 23,196.00 60,000.00 25,000.00 - (3) Non-Current Liabilities (a) Long Term Borrowings 4 61,78,414.16 65,04,243.37 52,29,162.97 46,95,024.93 34,53,649.14 (b) Deferred Tax Liabilities (Net) 5 4,96,090.55 4,21,213.79 3,67,075.17 3,03,041.07 2,70,143.21 (c) Other Long Term Liabilities 6 222.95 332.33 478.68 727.47 21,010.65 (d) Long Term Provisions 7 28.99 26.52 6.56 4.06 1.06 66,74,756.65 69,25,816.01 55,96,723.38 49,98,797.53 37,44,804.06 (4) Current Liabilities (a) Short-Term Borrowings 8 20,000.00 82,900.00 1,02,600.00 40,565.40 2,325.00 (b) Other Current Liabilities 9 1,197,639.77 6,21,742.30 7,28,065.03 4,27,252.50 4,63,764.49 (c) Short Term Provisions 10 4,141.77 6,339.95 8,687.84 924.89 740.26 12,21,781.54 7,10,982.25 8,39,352.87 4,68,742.79 4,66,829.75 Total 87,64,699.03 83,93,001.99 70,75,504.48 60,07,592.85 46,40,230.42 II. ASSETS (5) Non-Current Assets (a) Fixed Assets 11 (i) Tangible Assets 1,199.38 1,258.86 1,291.69 1,309.19 1,336.98 (ii) Intangible Assets 1.29 1.57 1.53 - - (b) Non-Current Investments 12 932.29 1,091.76 1,266.48 1,457.92 1,667.68 (c) Long Term Loans and Advances 13 80,22,967.10 75,45,503.02 65,11,530.95 54,13,362.00 42,38,407.85 (d) Other Non-Current Assets 14 46,438.17 44,104.33 44,877.85 44,151.94 40,517.99 80,71,538.23 75,91,959.54 65,58,968.50 54,60,281.05 42,81,930.50 (6) Current Assets (a) Cash and Cash Equivalents 15 506.72 202,196.27 40,476.86 154,596.13 49,400.44 (b) Short Term Loans and Advances 16 170.09 176.51 1,791.64 14915.59 5,534.77 (c) Other Current Assets 17 6,92,483.99 5,98,669.67 4,74,267.48 3,77,800.08 303364.71 6,93,160.80 8,01,042.45 5,16,535.98 5,47,311.80 358,299.92 Total 87,64,699.03 83,93,001.99 70,75,504.48 60,07,592.85 46,40,230.42

INDIAN RAILWAY FINANCE CORPORATION LIMITED 31 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS STATEMENT OF PROFIT AND LOSS FOR THE LAST FIVE YEARS (` in Lakhs) Particulars Note For the year ended No. 31.03.15 31.03.14 31.03.13 31.03.12 31.03.11 I. Revenue from operations 18 6,93,879.65 6,18,715.19 5,54,959.74 4,64,194.17 3,83,943.80 II Other income 19 132.54 1,111.04 194.71 116.82 216.52 III. Exchange Rate Variation 5.07 4.85 III. Total Revenue (I+II) 6,94,017.26 6,19,826.23 5,55,154.45 4,64,310.99 3,84,165.17 IV. Expenses: Employee benefits expense 20 309.83 296.35 298.30 188.22 202.58 Finance costs 21 4,99,183.01 4,60,674.91 4,07,482.11 3,61,653.94 2,93,589.80 Exchange Rate Variation - 78.33 364.67 421.97 Amortisation of Foreign Currency Monetary Item Translation - - - - 181.04 Diff. A/C Depreciation and amortization expense 44.21 36.79 36.91 35.12 35.10 CSR Expenses 2,624.80 1,070.23 1,068.05 401.25 47.53 Other expenses 22 438.00 466.88 487.60 291.56 274.61 Total Expenses 5,02,599.85 4,62,623.49 4,09,737.64 3,62,992.06 2,94,330.66 V. Profit before exceptional and extraordinary items and tax (III-IV) 1,91,417.41 1,57,202.74 1,45,416.81 1,01,318.93 89,834.51 VI. Exceptional items - - - - - VII. Profit before extraordinary items and tax (V-VI) 1,91,417.41 1,57,202.74 1,45,416.81 1,01,318.93 89,834.51 VIII. Extraordinary Items - - - - - IX. Profit before tax (VII-VIII) 1,91,417.41 1,57,202.74 1,45,416.81 1,01,318.93 89,834.51 X. Tax expense: (1) Current tax 40,710.68 32,958.45 29,286.28 20,342.90 17,923.13 (2) Tax For Earlier Years - 36.62 (60.13) - (50.00) (3) Deferred tax 74,876.76 54,138.62 64,034.10 32,897.86 23,440.98 1,15,587.44 87,133.69 93,260.25 53,240.76 41,314.11 XI. Profit (Loss) for the period (IX-X) 75,829.97 70,069.05 52,156.56 48,078.17 48,520.40 XII. Earning per equity share (in R): 23 (1) Basic 211.58 233.21 221.75 283.89 362.80 (2) Diluted 211.41 233.16 218.52 283.78 362.80 For further details, please refer “Financial Statements” in Appendix I of the Shelf Prospectus and “Limited Review Report” in Appendix II of the Shelf Prospectus. For further details regarding “Industry Overview”, “Our Business”, “Our Promoter“, “Our Main Objects”and “Financial Indebtedness”, please refer to the Shelf Prospectus. LEGAL AND OTHER INFORMATION to forty 3rd series bonds jointly issued by the Company to the Complainant OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS and late Mr. Ambelal Bavabhai Patel. The Complainant has prayed for return of principal amount of ` 40,000 along with interest at the rate of 24% p.a. Except as stated below, there are no pending litigation against us or our Directors to be calculated from February 26, 1998 (being the date of redemption) till as on date of the Shelf Prospectus. Further, we have not been issued any notice the date of realisation. The Complainant has also prayed for an amount of ` from any statutory/regulatory authority excepted as stated herein below. 20,000 towards compensation. The Company in its reply dated July 17, 2000 I. Litigation involving the Company denied all the allegations and requested the Complainant to provide certain 1. Litigation against the Company documents including the death certificate of late Mr. Ambelal Bavabhai Patel. A. Consumer Cases The Company has paid an amount of ` 96,468.40 on July 29, 2000 to the 1. Mr. Manhar Ambelal Patel (“Complainant”) has filed a consumer complaint Complaint. The matter is presently pending before the Consumer Forum. (bearing no. 293/2000) before the District Consumer Redressal Forum, Surat 3. Dr. Arun Rindani and Mrs. Shreedevi Rindani (together referred to as (“Consumer Forum”) alleging non-payment of redemption amount of ` “Complainants”) have filed a consumer complaint (bearing No. 66/A of 10,000 with respect to ten 2nd series bonds jointly issued by the Company to 2001) before the Consumer Disputes Redressal Forum, Vadodara (“Consumer the Complainant and late Mr. Ambelal Bavabhai Patel. The Complainant has Forum”) alleging a delay by the Company in issuance of interest warrants prayed for return of principal amount of ` 10,000 along with interest at the amounting to ` 97,500 with respect to the 5-A Series 9% tax free bonds rate of 24% p.a. to be calculated from February 26, 1998 (being the date of for the period between October 1995 to August 2000. The Complainant redemption) till the date of realisation. The Complainant has also prayed for an has alleged that interest warrants worth ` 97,500 be issued to him along amount of `5,000 towards compensation for mental harassment. The Company with interest of 24% p.a. from the date of interest warrant till the date of in its reply dated July 17, 2000 denied all the allegations and requested the payment and an amount equivalent to ` 10,000 be granted towards cost and Complainant to provide certain document including the death certificate of miscellaneous expenses incurred by the Complainant. The Company has late Mr. Ambelal Bavabhai Patel and informed the Consumer Forum that the dismissed all allegations and counter alleged that the Complainant had lost principal amount was paid to the Complainant on July 17, 2000. The matter the interest warrants issued by the Company pertaining to 5-A series bond. is presently pending before the Consumer Forum. However, the Company has issued two new demand drafts of ` 48,661.64 in 2. Mr. Vina Manhar Bhai Patel (“Complainant”) has filed a consumer complaint favour of the Complainants and have sent the same to them on February 22, (bearing no. 294/2000) before the District Consumer Redressal Forum, Surat 2002. Subsequently the Company submitted its written statement on March (“Consumer Forum”) alleging redemption amount of ` 40,000 with respect 13, 2002 and has prayed for the dismissal of the complaint. The matter is 32 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS presently pending before the Consumer Forum. to the Complainant through speed post dated November 3, 2004. However, 4. Mr. Moti Lal Agrawal (“Complainant”) has filed a consumer complaint the Company has preferred an appeal before the State Consumer Disputes (bearing no. 211/2001) before the Consumer Disputes Redressal Forum, Redressal Commission, Bihar against the Order levying interest and cost of Dhanbad (“Consumer Forum”) alleging a defect in the demand draft of litigation. The matter is presently pending before the State Consumer Disputes ` 11,047.13 issued by the Company with respect to redemption amount of Redressal Commission. 16.5% taxable bonds issued by the Company. The Complainant has prayed for B. Civil Cases issuance of a fresh demand draft of ` 11,407.13 along with interest @ 18% 1. Mr. Anand Ishwarrapa Koutanalli (“Plaintiff”) has filed a suit (bearing No. p.a. till the realisation of the demand draft, compensation of ` 20,000 towards 398/2001) before the Additional Civil, Judge (Jr. Division), Gokak (“Additional mental agony suffered and ` 3,952.87 towards loss suffered. The Company Civil Judge”) alleging that five IRFC Bond certificates were purchased by the in its written statement dated October 9, 2001 has denied all allegations and Plaintiff for which the consideration was paid to K.S.C Apex Bank Limited, prayed for dismissal of the complaint. However, the Company had issued a Bangalore on June 23, 1996 but no share certificates or the IRFC bonds were fresh demand draft in favour of the Complainant on February 13, 2002 which issued to him in this regard. The Plaintiff has further prayed that a decree was received back and subsequently issued a revalidated demand draft on be passed directing IRFC to issue five bonds to him. The Company has in November 28, 2003 in favour of the Complainant. The matter is presently its written statement denied all allegations and prayed for dismal of the suit. pending before the Consumer Forum. The Company has in its written statement claimed that it has not issued any 5. Ms. Shashi Gupta and Mr. P.C. Gupta (“together referred to as Complainants”) shares till date and that the Company had in March 1996, issued bonds through have filed a consumer complaint (bearing 558/2002) before Consumer District a public issue which were allotted in May 1996. The Company has further Redressal Forum, New Delhi (“Consumer Forum”) alleging delay in payment stated that even such bonds were not allotted to the Plaintiff. The matter is of redemption amount of 10th J series deep discount bonds issued by the presently pending before the Additional Civil Judge. Company. The Complainant inter alia has prayed for interest @ 16.5% on 2. Growmore Leasing and Investments Limited (“Applicant”) has filed a suit account of delay in redemption of the bonds i.e. from May 21, 2001 (being (bearing no. 327 of 2006) before the Special Court constituted under the the date of redemption of the bonds) to August 8, 2001(being the date of Special Court (Trial of Offences Relating to Transactions in Securities) Act, receipt of redemption warrant) on the principal amount of ` 15,000 i.e. ` 1992 against the Custodian, Assistant Commissioner of Income Tax and others. 542, interest @16.5% on interest from August 8, 2001 till date, expenses Our Company has also been impleaded as a party to the aforementioned suit. incurred `820, compensation towards metal agony ` 60,000 from Company It has been inter alia alleged by the Applicant that sale of certain bonds of the and ` 30,000from Registrar. The Company in its written statement dated Company of face value of ` 5,000 lakhs was affected between the Applicant August 14, 2002 dismissed the allegations of the Complainant and informed and Mr. Harshad S Mehta on October 11, 1991. Therefore the demand on the Consumer Forum that Karvy Computershare Private Limited (being the the additional income of ` 1,800 lakhs by the income tax authorities from registrar of the 10th J series deep discount bonds issue) has remitted a sum the Applicant for the assessment year 1992 is incorrect as the Applicant was of ` 542.47 towards interest @ 16.5 % for the period between May 21, 2001 not the rightful owner of the bonds at such time. The Company has through and August 8, 2001 as a goodwill gesture. The matter is presently pending its letter dated October 18, 2006 informed the court that it does not wish to before the Consumer Forum. enter appearance in the matter and has stated that it shall abide by the orders 6. Mr. Krishan Deo Prasad (“Complainant”) has filed a consumer complaint of the court. The matter is presently pending before the Special Court. (bearing no. 199/2006) before the District Consumer Disputes Redressal Forum, 3. Hingorani M & Company (“HMC”) was appointed as a retainer of accounts Patna (“Consumer Forum”) alleging non-payment of redemption amount for to assist the Company in maintenance and preparation of its ledgers, accounts, 10th J series deep discount bonds of the Company. The Complainant has prayed etc. Consequently, Mr. Yatender Kumar Sharma (“Respondent”) then an that an amount equivalent to the value of bonds as redeemed on May 21, 2003 employee of HMC was deputed in the office of the Company to facilitate and along with 18% interest till date of realisation be paid. The Complainant has ensure preparation of accounts of the Company (“Deputation”). However, the also prayed for ` 20,000 towards compensation on account of mental agony Respondent filed a writ petition (being 3517 of 1999) before the High Court and stress, ` 5,000 towards interest and ` 10,000 towards cost and other legal of Delhi (“High Court”) praying for regularization of his employment in the expenses. The Company in its written statement dated September 11, 2006 Company. In the meanwhile, HMC through its communication dated June 3, denied all allegations and prayed for dismissal of the complaint and has also 1999 informed the Respondent that it had decided to withdraw the Deputation informed that a redemption warrant (bearing no. 2628764) amounting to ` of the Respondent and further directed the Respondent to report to HMC’s 14,157 has been sent to the Complainant on July 22, 2006. The matter is office. The Company had in its written statement categorically denied and presently pending before the Consumer Forum. refuted that the Respondent was an employee of the Company and clarified 7. The Company has received a notice dated June 23, 2006 issued by the District that the Respondent was an employee of HMC and was on deputation. The Consumer Dispute Redressal Forum, Ahmedabad (“Consumer Forum”) with High Court disposed of the writ petition and directed the Respondent to respect to a complaint filed by Ms. Savitaben Narsidas Patel and calling upon raise a dispute before the appropriate government authority. Consequently, the Company to appear before the Consumer Forum on July 28, 2006. The the Respondent filed a statement of claim before the Industrial Tribunal cum Company has in its letters dated July 7, 2006 and August 17, 2006 requested Labour Court, Karkardooma, Delhi (“Tribunal”). The Tribunal in its order the Consumer Forum to forward a copy of the complaint to enable it to draft dated October 15, 2010 directed the Company to reinstate the Respondent a suitable reply. The matter is presently pending as a copy of the complaint with continuity and 25% back wages from the date of termination of services is presently awaited. till date of reinstatement (“Tribunal Order”). The Company has filed a writ 8. Mr. Barun Kumar Singh (“Complainant”) has filed a consumer complaint petition (3701 of 2011) before the High Court against the Tribunal Order. The (bearing no. 384/2004) before the District Consumer Dispute Redressal Forum, Hon’ble Single Judge of High Court in its order dated May 01, 2013 (“High Patna (“Consumer Forum”) alleging non-payment of redemption amount Court Order”) has set aside the Tribunal Order insofar it directs regularising for 10th J series deep discount bonds of the Company. The Complainant has his services thereby modifying the Tribunal Order. The Respondent had filed prayed that ` 15,175 being the equivalent of the value of bonds as redeemed a letter patent appeal before the High Court of Delhi against the High Court on May 21, 2003 be repaid along with 18% interest till date of realisation. Order. The Hon’ble high court has allowed the appeal filed by the Company. The Complainant has also prayed for amount of ` 100 per day from May The matter stands closed. 21, 2003 till date of payment towards compensation on account of mental 2. Litigation by the Company agony and stress, interest @18% p.a. and` 5,000 towards cost and other A. Criminal Case legal expenses. The Company in its written statement dated December 10, A first information report (bearing no. 184/99) was filed by our Company in 2004 has denied all allegations and prayed for dismissal of the complaint. the R.K Puram Police Station, Delhi on February 26, 1999, alleging forged However, the Consumer Forum by its order dated July 6, 2005 (“Order”) encashment of eight series 16% taxable bonds and 10.5% tax-free bonds of directed the Company to pay the redemption amount along with interest till the Company. It has been alleged that the aforementioned bonds have been the date of realisation and amount of ` 1,000 towards compensation. The tampered with on two counts (i) the names of the bonds holders have been Company has paid the redemption amount of ` 14,157 (after deduction of tax) changed duly indicating a fictitious transfer and (ii) the signature of one INDIAN RAILWAY FINANCE CORPORATION LIMITED 33 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS of the “authorized signatories” had been forged. The total value of interest Assessment Year 2011-12 warrants fraudulently enchased is ` 5,89,500. Consequently, an investigation The Deputy Commissioner of Income Tax, (LTU) New Delhi (“Assessing was undertaken by the police and a charge sheet was filed in this regard Officer”) by his Assessment Order dated March 10, 2014 (“Demand Order”) against Mr. Kesho Paswan, Mr. Dilip Paswan, Mr. Manoj Kumar Singh and has disallowed a sum of ` 524350.00 undersection 14 A of Income Tax Act. Mr. Shubh Nath by the Delhi police in the Court of Metropolitan Magistrate, Further, DCIT has disallowed a sum of ` 2,60,424 on account of provision District Courts, Delhi. The matter is presently pending before the Metropolitan for leave travel assistance. Disallowance of the abovementioned items and Magistrate, Delhi. addition of the same to the book profits for computation of book profits B. Income Tax Cases under Section 115JB of Income Tax Act, same has led to a demand of ` Assessment Year 2007-2008 191820 including the interest. The Company has filed an appeal before CIT (Appeals)on April 15, 2014 under Section 246 of Income Tax Act. The matter The Deputy Commissioner of Income Tax Circle, (LTU) New Delhi (“Assessing is currently pending. Officer”) by his demand order dated December 29, 2009 (“Demand Order”) Assessment Year 2012-13 under Section 143(3) of the Income Tax raised a demand of `10,00,195 while inter alia disallowing certain exemptions claimed by the Company pertaining The Deputy Commissioner of Income Tax, (LTU) New Delhi (“Assessing Officer”) by his Assessment Order dated March 10, 2014 (“Demand Order”) to bonds issue expenses, depreciation on office premises and the addition of has disallowed a sum of ` 99925.00 undersection 14 A of Income Tax Act. ` 89,14,440 on the basis of surmises and conjecture under Section 14A of ` ` Further, DCIT has disallowed a sum of 126869 on account of provision for the Income Tax Act to book profit @ 2% of the exempt income of 4457.22 leave travel assistance. Disallowance of the abovementioned items and addition lakhs, on the basis of surmises and conjecture. The Company had preferred of the same to the book profits for computation of book profits under Section an appeal against the Demand Order before the Commissioner of Income Tax, 115JB of Income Tax Act, same has led to a demand of ` 65510 including the Appeals (LTU) (“CIT(A)”). The CIT (A) by his order dated March 28, 2013 interest. The Company has filed an appeal before CIT (Appeals) on April 20, had reduced the disallowance u/s 14A to 0.5% of the exempt income thereby 2015 under Section 246 of Income Tax Act. The matter is currently pending. ` reducing the addition by 66,85,830. Consequently, the Company preferred an C. Civil Cases appeal against the order of CIT (A) before the Income Tax Appellate Tribunal (“ITAT”). As per the ITAT order dated 18.06.2014, it has been admitted by 1. Allied Computers Techniques Private Limited (“ACTPL”) was appointed as the registrar and share transfer agent of the Company. Subsequently, Mr. the department that section 14A is not applicable for the assessment year Rajinder Prasad (“Respondent”) was engaged by ACTPL to provide services 2007-08 and the issue has been set aside to the file of Assessing Officer to to the Company. In the meanwhile, the Respondent by his letter dated February redecide the same. The matter is yet to be finalised by the A.O. 19, 1997 sought absorption in the Company against a regular vacancy in the Assessment Year 2009-2010 Company. In due course Karvy Consultants Private Limited (“Karvy”) was The Assistant Commissioner of Income Tax, (LTU) New Delhi (“Assessing appointed as the share transfer agents of the Company and the Respondent Officer”) by his Assessment Order dated December 1, 2011 (“Demand Order”) was retained by Karvy to work for the Company for an initial period of under Section 143(3) of the Income Tax raised a demand of ` 12,794 while six months. In the meanwhile, the Respondent filed a writ petition (1771 of inter alia disallowing certain deductions claimed by the Company pertaining 1999) before the High Court of Delhi (“High Court”) seeking regularization to bonds issue expenses, depreciation on office premises and the addition of his employment in the Company. The Company in its written statement of `99,925 on the basis of surmises and conjecture under Section 14A of prayed for dismissal of the suit on the grounds that the Respondent was the Income Tax Act to book profit on the basis of surmises and conjecture. receiving salary from ACTPL and later from Karvy and that neither Karvy The Company had preferred an appeal against the Demand Order before the nor ACTPL had been impleaded as a party to suit. The High Court disposed Commissioner of Income Tax, Appeals (LTU) (“CIT(A)”). The CIT (A) by of the writ petition and directed the Respondent to raise a dispute before his order dated March 1, 2013, confirmed the addition of `99,925 to book the appropriate government authority. Consequently, the Respondent filed a profit. Consequently, the Company preferred an appeal against the orderof petition before the Industrial Tribunal cum Labour Court, Karkardooma, Delhi CIT(A) before the Income Tax Appellate Tribunal (“ITAT”). As per the ITAT (“Tribunal”). The Tribunal in its order dated October 27, 2010 directed the order dated 18.06.2014, the issue has been set aside to the file of Assessing Company to reinstate the Respondent with continuity and 20% back wages Officer to redecide the same, keeping in mind the decision of Hon’ble Delhi from the date of termination of services till date of reinstatement (“Tribunal High Court in the case of Maxopp Investment Ltd. The matter is yet to be Order”). The Company has filed a writ petition (3702 of 2011) before the finalised by the A.O. High Court against the Tribunal Order. The Hon’ble Single Judge of High Court in its order dated May 01, 2013 (“High Court Order”) has set aside In the meanwhile, the Deputy Commissioner of Income Tax, LTU, New Delhi the Tribunal Order insofar it directs regularising his services thereby partly vide his order u/s 154/143(3) dated March 25, 2013 raised demand of ` ` thereby modifying the Tribunal Order. The Company had filed a letter patent 15,58,799 by making an addition of 116.59 lakhs on account of provisions for appeal before the High Court of Delhi against the High Court Order which gratuity, leave encashment and depreciation etc. to book profit. The Company has been disallowed by the Hon’ble Court. The question of filing an SLP filed rectification application u/s 154 and has also preferred an appeal before before the Hon’ble Supreme Court under consideration of Company. the CIT(A) against the above order. The CIT(A) vide order dated 30.06.2014 D. Consumer Cases has decided the appeal on all the matters in favour of the company. 1. Sri Aurobindo Integral Education Centre, Rayagada (“Complainant”) has filed Assessment Year 2010-11 a consumer complaint (bearing no. 11/2001) before the District Consumer The Deputy Commissioner of Income Tax, (LTU) New Delhi (“Assessing Redressal Forum, Rayagada (“Consumer Forum”) alleging non-payment of Officer”) by his Assessment Order dated February 26, 2013 (“Demanding redemption amount of ` 25,000 with respect to five th 8 Series 16% taxable Order”) under Section 143(3) of the Income Tax Act raised a demand of bonds issued by the Company to the Complainant. The Complainant has prayed `17,67,629 while inter alia disallowing certain deductions claimed by the for return of principal amount of ` 25,000 along with interest @ 16% p.a. Company pertaining to bonds issue expenses, depreciation on officer premises till the date of payment, ` 10,000 towards mental agony and ` 1,000 towards etc. and the addition of ` 99,80,925 under Section 115JB of the Income Tax legal cost incurred. The Company in its written statement denied all allegations Act to book profit on account of provisions for gratuity, leave encashment and has prayed for dismissal of the complaint. The Consumer Forum in its and depreciation etc. and disallowance u/s 14A, on the basis of surmises and order dated May 4, 2001 (“Order”) directed the Company to pay an amount conjecture. The Company preferred an appeal against the Demand Order before of ` 25,000 along with interest @ 16% calculated till March 31, 1999 and the Commissioner of Income Tax, Appeals (LTU) (“CIT(A)). The CIT(A) vide payment of ` 500 towards cost of litigation. The Company has preferred an order dated 30.04.2014 has allowed the appeal of the company on all the appeal before the Orissa State Consumer Dispute Redressal Commission against matters except the addition of ` 99,925/- to book profit u/s 14A. The company the Order disputing the levy of interest and cost of litigation. However, the has preferred an appeal before the Income Tax Appellate Tribunal (ITAT) on principal amount of ` 25,000 was paid to the Complainant on July 11, 2001. 18.07.2014 against the above CIT(A) order. The matter is presently pending The matter is presently pending before the Orissa State Consumer Dispute before the ITAT Redressal Commission.

34 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 2. Mr. Baldev Bihari Vajpai (“Complainant”) has filed a consumer complaint from levy of Service Tax thereon. However, the Service Tax Department has (bearing No. 63/2003) before the Consumer Disputes Redressal Forum, not accepted the earlier exemption on the ground that the consequent upon Kanpur (“Consumer Forum”) alleging a defect in the demand draft of ` the introduction of the negative list and mega exemptions with effect from 14,700 issued by the Company with respect to interest warrants for the period 1st July, 2012, the leasing services provided by the Company to MOR were between July 1, 1999 to July 1, 2002 with respect to 10th Series tax free bonds. neither covered by the negative list nor the mega exemption. Accordingly, The Complainant has prayed for issuance of a duplicate demand draft with the Service Tax Department vide letter dated March 30, 2015 had advised respect to the interest warrants along with interest calculated @ 18% p.a. till the Company to deposit service tax of ` 17,803 lakhs along with interest on the payment of the interest warrants. The Consumer Forum through its order the leasing income for the period 1-7-2012 to 30-09-2014. The Company dated November 11, 2003 (“Order”) directed the Company to issue a duplicate has already submitted a reply to the Service Tax Department and MOR vide demand draft and pay interest @ 12% p.a. and ` 1,000 towards cost incurred office memorandum dated June 8, 2015, has represented to the Ministry of by the Complainant. Subsequently, the Company issued a duplicate demand Finance to issue the necessary clarification in this regard. Though the matter draft for ` 14,700 and sent the same to the Complainant on March 12, 2003. is pending necessary clarification and we have requested for extension in time However, the Company preferred an appeal before the Uttar Pradesh State for reply to the Service tax authorities, we have been served with a demand Consumer Redressal Commission at Lucknow (“Commission”), against the cum show cause Notice dated. September 21, 2015 for ` 15,935.99 lakhs for Order disputing the levy of interest and cost on the Company. The Company payment of Service Tax. has been informed that its appeal has been dismissed by the Commission by II. Litigation involving our Directors a letter dated December 13, 2010. Subsequently, the Company has requested As on date of the Shelf Prospectus, there are no outstanding litigations the Commission to forward a copy of its order in the abovementioned matter, involving any of our Directors. however no intimation has been received from the Commission till date. III. There has been no inquiry, inspections or investigations initiated or conducted 3. The Trustees of the British Citizens (East India), Kolkata (“Complainant”) has against us under the Companies Act, 2013 or any previous companies law in filed a consumer complaint (bearing No. 42/06) before the District Consumer the last five years immediately preceding the date of the Shelf Prospectus. Redressal Forum, Kolkata (“Consumer Forum”) alleging non-payment of st IV. Details of Default redemption amount for 1 series bonds valued at 2,02,000. The Complainant In the last five years, our Company has not made any defaults in respect has also prayed for ` 5,00,000 towards compensation along with interest @ of payment of statutory dues (this excludes disputed dues which are under 18% and costs. The Company in its written statement dated May 11, 2006 appeal), repayment of debentures and interest thereon, deposits and interest denied all allegations and informed the Consumer Forum that the Complaint had thereon and loan from any bank or financial institution and interest thereon. purchased the said bonds in the open market from Bharvi Investments Limited V. Legal action pending or taken by a Government Department or a statutory and failed to register the transfer of the said bonds with the Company. Since body no claim was received from the Complainant, the Company had deposited the redemption proceeds with Investor Education and Protection Fund (“IEPF”) Since our Promoter is the Government of India acting through the MoP, the in compliance with the provisions of Section 205C of the Companies Act. requirement to disclose details of any litigation or legal action pending or The Consumer Forum by its order dated June 12, 2008 (“Order”) directed taken by a Government department or a statutory body during the last five the Company and IEPF to refund ` 2,02,000 along with interest at the rate years against the promoter, is not applicable. paid before maturity till the date of realisation and ` 1000 towards litigation Further, there are no other litigation involving our Company, our Directors, or any cost. The Company has preferred an appeal before West Bengal Consumer other person, whose outcome could have material adverse effect on the position Disputes Redressal Commission (“Commission”) on August 29, 2008 against of our Company. the said Order. The State Consumer Disputes Redressal Commission, West Further, no proceedings pertaining to economic offences against our Company. Bengal dismissed the appeal stating that there are no grounds to interfere with Material Fraud the findings of the Learned District Forum. The Company filed an appeal There have been no acts of material frauds committed against our Company in before the Hon’ble National Commission against the order of Hon’ble State the last five years. Consumer Dispute Redressal Commission. The Hon’ble National Commission Material developments since the date of the last balance sheet directed the state Commission to reopen the case. The State Commission In the opinion of the Board, there have not arisen, since the date of the last reopened the case but disallowed appeal of the Company. Our Company has financial statements disclosed in the Shelf Prospectus since September 30, 2015, preferred a revision petition before Hon’ble Supreme Court of India. any circumstances which materially and adversely affect or are likely to affect our 4. Mrs Sharda Nigam & Ms. Megha Nigam (together referred to as profitability taken as a whole or the value of our consolidated assets or our ability “Complainants”) have filed a consumer complaint (bearing No. 36/07) before to pay our liabilities within the next 12 months. the District Consumer Forum, Ujjain (“Consumer Forum”) alleging short For Recent Developments, please refer to page 98 of the Prospectus Tranche II. fall of ` 36,900 towards the redemption of 10th J series deep discount bonds of the Company issued to the Complainants. The Complainants have claimed OTHER REGULATORY AND STATUTORY DISCLOSURES the shortfall on account of early redemption of the deep discount bonds on Authority for the Issue May 21, 2003 instead of the scheduled redemption date of May 21, 2006. As per the terms of the CBDT Notification and CBDT Notification Amendment, The Complainants have further prayed for compensation of ` 10,000 and ` the aggregate value of the Bonds (having benefits under Section 10(15)(iv)(h) of 2,500 towards litigation expenses. The Company has in its written statement the Income Tax Act) by the Company during the Fiscal 2016 shall not exceed ` dated April 9, 2007 denied all allegations and informed the Consumer Forum 9,50,000* lakhs through public issue and private placement. that the deep discount bonds were redeemed by the Company pursuant to The Board of Directors, at their meeting held on March 11, 2015 have approved excise of a call option on May 21, 2003, after issuing a public notice to the Issue, in one or more tranche(s), of tax free bonds subject to directions issued all bondholders. Therefore the claim of the Complainants was invalid. The by Ministry of Finance. Consumer Forum through its order dated September 6, 2007 dismissed the Our Company proposes to raise an amount of ` 50,000 lakhs with an option to claim of the Complainants (“Order”). The Complainants have preferred an retain oversubscription upto ` 1,95,000 lakhs aggregating upto ` 2,45,000 lakhs appeal against the Order before Madhya Pradesh State Consumer Redressal by present issue of Bonds. Commission (“Commission”). The Company has filed its written statement * In terms of the CBDT Notification -1, our Company has raised ` 1,13,900 Lakhs on May 6, 2008 and the matter is presently pending before the Commission. and ` 32,900 Lakhs on a private placement basis through Private Placement Demand cum show cause by Service Tax, Department Offer Letters dated July 31, 2015 and August 21, 2015 respectively.Our Company Though as per our Lease Agreements with MoR, the service tax liability also raised ` 4,53,200.00 Lakhs through Tranche-I Issue. Further, vide CBDT if any, on lease rentals is recoverable from the MOR. Further, the Central notification Amendment, our Company has been authorised to raise further amount Government vide Order No.1/1/2003-ST dated 30th April 2003 and subsequent upto` 3,50,000.00 Lakhs through private placement and public issue through clarification dated 15-12-2006 issued by Ministry of Finance has exempted the Tranche-II Issue.. Hence, in terms of CBDT Notification -1 and CBDT notification Lease Agreements entered between the Company and Ministry of Railways Amendment, our Company has been authorised to raise an aggregate amount of INDIAN RAILWAY FINANCE CORPORATION LIMITED 35 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS upto ` 9,50,000.00 Lakhs through public issue and private placement during Fiscal Minimum Subscription 2016. Our Company had filed a Shelf Prospectus dated December 2, 2015, for The SEBI Circular bearing reference no. CIR/IMD/DF/12/2014 dated 17 June, 2014 an amount of ` 1,00,000 lakhs with an option to retain oversubscription upto ` provides that the issuers issuing tax-free bonds, as specified by CBDT, shall be 3,53,200 Lakhs aggregating upto ` 4,53,200 Lakhs (i.e. Shelf Limit).Hence, in terms exempted from the minimum subscription limit. Accordingly, there is no minimum of CBDT notification Amendment, the Shelf Limit has been modified and increased subscription for the present Issue. to ` 6,98,200 Lakhs (i.e.Revised Shelf Limit). Also, in terms of CBDT notification Filing of the Shelf Prospectus Amendment, our Company has raised ` 1,05,000 Lakhs on a private placement basis A copy of the Shelf Prospectus has been filed with RoC in accordance with Section through Private Placement Offer Letters dated March 2, 2016. Our Company may 26 and Section 31 of the Companies Act, 2013. also raise Bonds through private placement route in one or more tranches during Filing of the Prospectus Tranche-II the process of the present Issue, except the period from Issue Opening Date till A copy of the Prospectus Tranche-II will be filed with RoC in accordance with allotment of Bonds for the relevant Tranche Issue. The aggregate amount raised Section 26 and Section 31 of the Companies Act, 2013. through the private placement route shall not exceed 30% of the allocated limit Reservation or Discount for raising funds through the Bonds during the Fiscal 2016. Our Company shall In terms of the CBDT Notification Amendment, 60% of the Tranche-II Issue size ensure that Bonds issued through the public issue route and private placement shall be earmarked towards Investors from Category IV. Apart from such reservation, route in Fiscal 2016 shall together not exceed the allocated limit of ` 9,50,000.00 there is no reservation in this Issue nor will any discount be offered in this Issue, lakhs. In case our Company raises funds through private placements, the Residual to any category of investors. Shelf Limit for the Issue shall get reduced by such amount raised. Our Company Debenture Redemption Reserve vide letter dated February 29, 2016 had sought modification in the Shelf Limit Section 71 of the Companies Act, 2013, read with Rule 18 of the Companies (Share from SEBI, SEBI vide its letter no. IMD/DOF-1/AKS/OW/6484/2016 dated March Capital and Debentures) Rules, 2014, requires that any company that intends to 3, 2016 has allowed the Company to raised funds under the Revised Shelf Limit. issue debentures must create a DRR for the purpose of redemption of debentures, As per Section 31 of the Companies Act, 2013, any class of companies as prescribed in accordance with the following conditions: (a) the DRR shall be created out of by SEBI, may file a Shelf Prospectus. Regulation 6A of the SEBI Debt Regulations the profits of our Company available for payment of dividend, (b) the DRR shall be prescribes those class of companies or entities who may file a Shelf Prospectus and equivalent to at least 25% of the amount raised through public issue of debentures includes amongst other, the companies which have been authorized by the CBDT in accordance with the SEBI Debt Regulations in case of NBFCs registered with the to make public issue of tax free secured bonds. As stated above, the CBDT vide its RBI and no DRR is required in the case of privately placed debentures. Accordingly Notification No.59/2015 dated July 6, 2015 and CBDT Notification No. 10/2016 F. our Company is required to create a DRR of 25% of the value of the Bonds issued No. 178/1/2016-ITA-I dated February 26, 2016 and has authorised our Company to through the Issue. In addition, as per Rule 18 (7) (e) of the Companies (Share issue tax free, secured, redeemable, non-convertible bonds. Therefore, our Company Capital and Debentures) Rules, 2014, the amounts credited to DRR shall not be is eligible as per the SEBI Debt Regulations to file for a Shelf Prospectus. utilised by our Company except for the redemption of the Bonds. Every company Subject to the Memorandum and Articles of Association of our Company, the required to create or maintain DRR shall before the 30th day of April of each year, Shareholders of our Company have passed a special resolution on September deposit or invest, as the case may be, a sum which shall not be less than 15% of 16, 2015 under Section 180 (1)(c) of the Companies Act, 2013 and rules made the amount of its debentures maturing during the year ending on the 31st day of thereunder, as amended from time to time, authorising the Board to borrow from March, following any one or more of the following methods: (a) in deposits with time to time to the extent it deems requisite for the purpose of the business provided any scheduled bank, free from charge or lien; (b) in unencumbered securities of the that the total amount upto which the moneys may be borrowed by the Board and Central Government or of any State Government; (c) in unencumbered securities outstanding at any one time shall not exceed a total amount of ` 1,50,00,000 lakhs. mentioned in clauses (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, The aggregate values of Bonds offered under the Issue is with in overall limits of 1882; (d) in unencumbered bonds issued by any other company which is notified `1,50,00,000 lakhs. under clause (f) of Section 20 of the Indian Trusts Act, 1882. The amount deposited Eligibility to make the Issue or invested, as the case may be, shall not be utilised for any purpose other than for The Company, the persons in control of the Company or its promoter have not been the repayment of debentures maturing during the year referred to above, provided restrained, prohibited or debarred by SEBI from accessing the securities market or that the amount remaining deposited or invested, as the case may be, shall not at dealing in securities and no such order or direction is in force. any time fall below 15% of the amount of debentures maturing during the 31st Consents day of March of that year. This may have a bearing on the timely redemption of Consents in writing from the Directors, the Compliance Officer, the Company the Bonds by our Company. Secretary, the Statutory Auditors, Bankers to the Company, Lead Managers, Registrar Details regarding our Company and other listed companies under the same to the Issue, Legal Advisors to the Issue, Credit Rating Agencies, Escrow Collection management within the meaning of Section 370(1B) of the Companies Act, Banks, Refund Bank, Consortium Members and the Debenture Trustee, to act in 1956 which made any capital issue during the last three years their respective capacities, have been obtained and shall be filed along with a copy Our Company is a public sector enterprise, as such, there are no identifiable of Prospectus Tranche-II with the RoC. companies under the same management. Further, as regards issue of equity share The Company has appointed SBICAP Trustee Company Limited as Debenture Trustee capital during the last three years by our company, please under regulation 4(4) of the SEBI Debt Regulations. The Debenture Trustee has given refer to the section titled Capital Structure on page 52 of the Shelf Prospectus. For its consent to the Company for its appointment under Regulation 4(4) and also in details of past public issues of bonds/ NCD, please refer to the section titled Other all the subsequent periodical communications sent to the holders of debt securities. Regulatory and Statutory Disclosures on page 34 of the Prospectus Tranche-II. Expert Opinion Previous Public or Rights Issues by the Company during last five years Except for the letter dated October 14, 2015 by CARE, the report dated November 5, Our Company had made public issue of tax free secured redeemable non-convertible 2015 on our reformatted financial information for the financial year ending,2011,2012, bonds of face value of `1,000 each in the nature of debentures having tax benefits 2013, 2014 and 2015 and limited review report for the half year ended September under Section 10 (15) (iv)(h) of the Income Tax Act, 1961, as amended for an amount 30, 2015 and statement of tax benefits dated November 5, 2015 issued by Bansal, of ` 3,00,000 lakhs with an option to retain oversubscription upto an aggregate Sinha & Co., Chartered Accountants, Statutory Auditors of the Company, the amount of ` 6,30,000 lakhs through a Shelf Prospectus dated January 19, 2012 Company has not obtained any expert opinion. (2012 Bonds Issue). The opening date of the issue was January 27, 2012 and the Common Form of Transfer closing date was February 3, 2012. The tax free bonds under the issue were allotted There shall be a common form of transfer for the Bonds held in physical form and on February 23, 2012. Dispatch of refunds pursuant to the issue of bonds was made relevant provisions of the Companies Act and all other applicable laws shall be on February 25, 2012 and trading at BSE and NSE commenced on March 2, 2012. duly complied with in respect of all transfer of the Bonds and registration thereof. Pursuant to the said public issue of tax free bonds, our Company had raised an Bonds held in dematerialised form shall be transferred subject to and in accordance amount aggregating to ` 6,26,889 lakhs. with the rules/procedures as prescribed by NSDL/CDSL and the relevant Depositary Our Company had made public issue of tax free secured redeemable non-convertible Participants of the transferor or transferee and any other applicable laws and rules bonds of face value of ` 1,000 each in the nature of debentures having tax benefits notified in respect thereof. under Section 10 (15)(iv)(h) of the Income Tax Act, 1961, as amended through a

36 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS shelf prospectus and prospectus tranche – 1 dated December 21, 2012 and prospectus — “Terms of the Issue - Security” on page 62 of the Prospectus Tranche-II and tranche – 2 dated February 14, 2013 (2013 Bonds Issue) upto the shelf limit of after permission or consent for creation of security pursuant to the terms of the `8,88,640 lakhs. The opening date of the issue under tranche – 1 was January Debenture Trust Deed sought to be provided as security. The Issue proceeds shall 21, 2013and the closing date was February 8, 2013 and the opening date of the not be utilized for providing loan to or acquisition of shares of any person who is issue under tranche – 2 was February 25, 2013and the closing date was March 15, part of the same group or who is under the same management. Further, the end-use 2013. The tax free bonds under the tranche – 1 and tranche – 2were allotted on of the proceeds of the Issue, duly certified by the statutory auditors of the Company, February 19, 2013 and March 23, 2013 respectively. Dispatch of refunds pursuant shall be reported in the annual reports of our Company and other reports issued by to the tranche – 1and tranche – 2 was made on February 20, 2013 and March 26, our Company to relevant regulatory authorities, as applicable. 2013 respectively. The trading at BSE and NSE for tranche – 1 and tranche – 2 Utilisation of Proceeds from earlier Public Issues commenced on February 22, 2013 and April 1, 2013 respectively. Pursuant to the Funds collected from earlier public issues has been utilised as per objects of the said public issue of tax free bonds, our Company had raised an amount aggregating issue provided in the respective offer documents. to ` 5,80,244.45 lakhs. Lending Policy 2014 Bonds Issue Our Company is the dedicated market borrowing arm of MoR. It funds extra budgetary Our Company had made public issue of tax free secured redeemable non-convertible resources requirement of MoR as mandated by them every year. For further details, bonds of face value of ` 1,000 each in the nature of debentures having tax benefits please refer to the “Our Business” on page 68 of the Shelf Prospectus. under Section 10 (15)(iv)(h) of the Income Tax Act, 1961, as amended through a Classification of loans/advances given to associates, entities/person relating to shelf prospectus and prospectus tranche – 1 dated December 19, 2013 and prospectus Board, Senior Management, Promoter, others, etc.; tranche – 2 dated February 24, 2014 (2014 Bonds Issue) upto the shelf limit of Nil `8,66,300 lakhs. The opening date of the issue under tranche – 1was January 6, Classification of loans/advances given to according to type of loans, sectors, 2014and the closing date was February 7, 2014 and the opening date of the issue maturity profile geographical classification of borrowers, etc.; under tranche – 2 was February 28, 2014and the closing date was March 14, Our Company has exposure only to railway sector in India. Besides meeting the 2014. The tax free bonds under the tranche – 1 and tranche – 2 were allotted on extra budgetary resources requirements of MoR, our Company also meets the debt February18, 2014 and March 26, 2014 respectively. Dispatch of refunds pursuant financing needs of RVNL as mandated by MoR each year. The funding to MoR is to the tranche – 1 and tranche – 2 was completed on February 20, 2014 and March done by way of financial leasing having a tenor of upto 30 years including primary 27, 2014 respectively. The trading at BSE and NSE for tranche – 1 and tranche – 2 lease period of 15 years followed by secondary lease period of another 15 years. commenced on February 21, 2014 and March 28, 2014 respectively. Pursuant to the The loan to RVNL is for a period of 15 years and repayable in 12 equated annual said public issue of tax free bonds, our Company had raised an amount aggregating to ` 5,82,833.92 lakhs. instalments after an initial moratorium of 3 years. 2015 BONDS Issue Tranche-I Details of Utilization of Proceeds from Previous Issues and Aggregated exposure Our Company had made public issue of tax free secured redeemable non-convertible to the top 20 borrowers with respect to the concentration of advances, exposures bonds of face value of ` 1,000 each in the nature of debentures having tax benefits to be disclosed in the manner as prescribed by RBI in its guidelines on Corporate under Section 10 (15)(iv)(h) of the Income Tax Act, 1961, as amended through a shelf Governance for NBFCs, from time to time. prospectus and prospectus tranche – 1 dated December 2, 2015 upto the shelf limit Sr. Details of Amount Name Amount Utilisation of ` 4,53,200 lakhs. The opening date of the issue under tranche – 1was December No. the Issue Mobilised of the advanced/ 8, 2015 and the closing date was December 21, 2015. However, Company used its (` in lakhs) Borrower disbursed discretion and closed the tranche-I Issue early on December 14, 2015. The tax free (` in lakhs) bonds under the tranche – 1 were allotted on December 21, 2015.. The trading at 1. Public 6,26,889.00 MoR 6,26,889.00 Has been utilised BSE and NSE for tranche – 1 commenced on December 24, 2015. Issue of tax towards acquisition Change in auditors of our Company during the last three years free bonds of Rolling stock for There has been no change in statutory auditors for last three years except as stated during FY leasing the same to below: 2011-12 MoR Name Address Date of appointment/ Auditor of 2. Public 5,37,339.07 MoR 5,37,339.07 Has been utilised resignation the Company Issue of tax towards acquisition since free bonds of Rolling stock for Bansal Sinha & Co. 18/19,Old Rajinder Appointed by way of August 28, during FY leasing the same to Nagar, New Delhi letter from the office 2012 2012-13 MoR 110 060. of Comptroller and Tranche-I Auditor General of India 3. Public 42,905.38 MoR 42,905.38 Has been utilised dated July 25, 2012 and Issue of tax towards acquisition resolution passed in the free bonds of Rolling stock for annual general meeting during FY leasing the same to of the Company held 2012-13 MoR on August 28, 2012, Tranche-II For subsequent years he has be reappointed as 4. Public 4,08,312.15 MoR 4,08,312.15 Has been utilised statutory auditor Issue of tax towards acquisition free bonds of Rolling stock for Auditor Remarks during FY leasing the same to There are no reservations or qualifications or adverse remarks of auditors in 2013-14 MoR respect of our Financial Statements in the last five financial years from the date of Tranche-I the Prospectus Tranche-II. For further details please refer to Appendix I of Shelf 5. Public 1,74,521.77 MoR 1,74,521.77 Has been utilised Prospectus. Issue of tax towards acquisition Revaluation of assets free bonds of Rolling stock for Our Company has not revalued its assets in the last five years. during FY leasing the same to Utilisation of Proceeds 2013-14 MoR For details of utilization of Issue proceeds, see section titled “Objects of the Issue” Tranche-II on page 27 of the Prospectus Tranche-II. We shall utilize the Issue proceeds only upon creation of security as stated in the Prospectus Tranche-II in the section titled INDIAN RAILWAY FINANCE CORPORATION LIMITED 37 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Sr. Details of Amount Name Amount Utilisation Sr. Name of Signatory Number of No. the Issue Mobilised of the advanced/ No Equity Shares (` in lakhs) Borrower disbursed of ` 1000 each (` in lakhs) 8. Shri Amar Nath Wanchoo, S/o Dr. Kailash Nath Wanchoo, 1 6. Public 4,53,200.00 MoR 4,53,200.00 Has been utilised R/o Banglow No. 2, Northen Railway Officers Colony, S.P. Issue of tax towards acquisition Marg, New Delhi free bonds of Rolling stock for DISCLAIMER OF SEBI during FY leasing the same to IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER 2015-16 MoR DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA Tranche-I (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT Details of loans, overdue and classified as non-performing in accordance with THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES RBI guidelines. NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL Nil SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE Details regarding material Contracts other than the contracts entered in the ISSUE IS PROPOSED TO BE MADE OR THE CORRECTNESS OF THE ordinary course of business and the material contracts entered within the STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER previous 2 Years. DOCUMENT. THE LEAD MERCHANT BANKERS, SBI CAPITAL MARKETS Nil LIMITED, A.K. CAPITAL SERVICES LIMITED, EDELWEISS FINANCIAL Lending to Group Companies SERVICES LIMITED, ICICI SECURITIES LIMITED AND RR INVESTORS Not Applicable CAPITAL SERVICES PRIVATE LIMITED, HAVE CERTIFIED THAT Statement by the Board of Directors : (i) All monies received out of Tranche - II DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY Issue of the Bonds to the public shall be transferred to a separate bank account ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE AND other than the bank account referred to in Section 40 of the Companies Act, 2013 LISTING OF DEBT SECURITIES) REGULATIONS, 2008 IN FORCE FOR and shall not be utilised for any purpose other than (a) for adjustment against THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS allotment of securities where the securities have been permitted to be dealt with TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN in the stock exchange or stock exchanges specified in the prospectus; or (b) for THE PROPOSED ISSUE. the repayment of monies within the time specified by the SEBI, received from IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE Applicants in pursuance of the Prospectus Tranche-II, where the Company is for ISSUER IS PRIMARILY RESPONSIBLE FOR CORRECTNESS, ADEQUACY any other reason unable to Allot Bonds; (ii) Details of all monies utilised out of AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE Tranche –II Issue referred to in sub-item (i) shall be disclosed under an appropriate OFFER DOCUMENT, THE LEAD MERCHANT BANKERS IS EXPECTED separate head in our balance sheet indicating the purpose for which such monies TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER were utilised; and (iii) Details of all unutilised monies out of the Tranche – II Issue DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF referred to in sub-item (i), if any, shall be disclosed under an appropriate separate AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKERS, head in our balance sheet indicating the form in which such unutilised monies have SBI CAPITAL MARKETS LIMITED, A.K. CAPITAL SERVICES LIMITED, been invested. (iv) The allotment letters shall be issued or application money shall EDELWEISS FINANCIAL SERVICES LIMITED, ICICI SECURITIES be refunded within 15 (fifteen) days from the closure of the Tranche-II Issue or LIMITED AND RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED such lesser time as may be specified by SEBI or else the Application money shall HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED be refunded to the Applicants forthwith, failing which interest shall be due to be MARCH 4, 2016 WHICH READS AS FOLLOWS: paid to the Applicants at the rate of 15% per annum for the delayed period; (v) 1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTERS Our Company has obtained all no-objections from any debenture trustees/ lenders, OR DIRECTORS HAVE BEEN PROHIBITED FROM ACCESSING THE required for creating Security. (vi) The funds raised by us from our previous bonds CAPITAL MARKET UNDER ANY ORDER OR DIRECTION PASSED issues have been utilised for our business as stated in respective offer documents; BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (BOARD). Names of signatories to the Memorandum of Association of our Company and WE ALSO CONFIRM THAT NONE OF THE INTERMEDIARIES the number of shares subscribed by them: NAMED IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM Given below are the name of the signatories of the Memorandum of Associations FUNCTIONING BY ANY REGULATORY AUTHORITY. of our Company and the number of equity shares subscribed by them at the time 2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN of signing of the Memorandum of Association. RESPECT OF THE ISSUER HAVE BEEN MADE IN THE OFFER Sr. Name of Signatory Number of DOCUMENT AND CERTIFY THAT ANY MATERIAL DEVELOPMENT No Equity Shares IN THE ISSUE OR RELATING TO THE TRANCHE-II ISSUE UP of ` 1000 each TO THE COMMENCEMENT OF LISTING AND TRADING OF THE BONDS OFFERED THROUGH THIS TRANCHE-II ISSUE SHALL BE 1. President of India through Shri. Prakash Narain, S/o Late 1 INFORMED THROUGH PUBLIC NOTICES/ ADVERTISEMENTS IN Shri Narsingh Narain, R/o 25 Chankyapuri, New Delhi ALL THOSE NEWSPAPERS IN WHICH PRE ISSUE ADVERTISEMENT 2. Shri Prakash Narain, S/o Late Shri Narsingh Narain, R/o 1 AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE 25 Chankyapuri, New Delhi WILL BE PUBLISHED. 3. Shri Srinivasa Ramaswamy S/o Late shri Srinivasa Ayyangar, 1 3. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL R/o C-11/54, Moti Bagh, New Delhi DISCLOSURES AS SPECIFIED IN THE SEBI DEBT REGULATIONS. 4. Shri Saroj Kumar Mitra S/o Late Shri M. N. Mitra, R/o 1 4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF Suite No. 3, Railway Officers Rest House, State Entry THE COMPANIES ACT, 2013 TO THE EXTENT NOTIFIED AND Road, New Delhi APPLICABLE AS ON THIS DATE AND RULES MADE THEREUNDER, ALL APPLICABLE PROVISIONS OF THE COMPANIES ACT, 1956 5. Shri Satish Mohan Vaish, S/o Late Mitthan Lal Vaish, R/o 1 SECURITIES CONTRACTS, (REGULATION) ACT, 1956, SECURITIES 14, Railway Colony, Sardar Patel Marg, New Delhi AND EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, 6. Shri Raj Kumar Jain, S/o Late Shri Moti Lal Jain, R/o 1 REGULATIONS, GUIDELINES, CIRCULARS ISSUED THEREUNDER C11/80, Bapa Nagar, New Delhi ARE COMPLIED WITH. 7. Shri Rameshwar Prasad Singh, S/o Late Shri Suraj Nath 1 5. WE CONFIRM THAT NO COMMENTS WERE RECEIVED ON THE Singh, R/o 1, Chelmsford Road, New Delhi DRAFT SHELF PROSPECTUS DATED NOVEMBER 06, 2015 UPLOADED

38 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS ON THE WEBSITE OF BSE LIMITED (BSE) (THE DESIGNATED STOCK SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY EXCHANGE) ON NOVEMBER 09, 2015. OF THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS DISCLAIMER CLAUSE OF BSE EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/ BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DISCHARGE OF LIABILITY BY THE COMPANY. DATED NOVEMBER 18, 2015, PERMISSION TO THIS COMPANY TO USE Disclaimer in Respect of Jurisdiction THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF The Issue is being made in India, to: THE STOCK EXCHANGES ON WHICH THIS COMPANY’S SECURITIES Foreign Portfolio Investors, Foreign Institutional Investors and sub-accounts registered ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED with SEBI; Public Financial Institutions, scheduled commercial banks, multilateral THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE and bilateral development financial institutions, state industrial development OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID corporations, which are authorised to invest in the Bonds; Provident funds and PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN pension funds with minimum corpus of ` 25 crores, which are authorised to invest ANY MANNER: in the Bonds; Insurance companies registered with the IRDA; National Investment a) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER the Government of India published in the Gazette of India; Insurance funds set up DOCUMENT; OR and managed by the army, navy or air force of the Union of India or set up and b) WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED managed by the Department of Posts, India; Mutual funds registered with SEBI; OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR and Alternative Investment Funds, subject to investment conditions applicable to c) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER them under the Securities and Exchange Board of India (Alternative Investment SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITS Funds) Regulations, 2012. MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY; Companies within the meaning of sub-section 20 of Section 2 of the Companies AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED Act, 2013; Statutory bodies/ corporations; Cooperative banks; Trusts including THAT THIS OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED Public/ private charitable/religious trusts; Limited liability partnership; Regional rural BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR banks; Partnership firms; FPIs, FIIs and QFIs, not being an individual; Association OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY of Persons; Societies registered under the applicable law in India and authorized to MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION invest in Bonds; and Any other legal entities incorporated in India and authorised to AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE invest in the Bonds, subject to compliance with the relevant regulations applicable EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE to such entities. SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION Resident Indian individuals; Hindu Undivided Families through the Karta; Non WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF Resident Indians on repatriation as well as non-repatriation basis.; and eligible FPIs, ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR FOR QFIs being an individual, applying for an amount aggregating to above `10 lakhs ANY OTHER REASON WHATSOEVER. across all Series of Bonds in each Tranche Issue. DISCLAIMER CLAUSE OF NSE Resident Indian individuals; Hindu Undivided Families through the Karta; Non AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN Resident Indians on repatriation as well as non-repatriation basis; and eligible FPIs, SUBMITTED TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED QFIs, being an individual, applying for an amount aggregating upto and including (HEREINAFTER REFERRED TO AS NSE). NSE HAS GIVEN VIDE LETTER ` 10 lakhs across all Series of Bonds in each Tranche Issue. REF.: NSE/LIST/50585 DATED NOVEMBER 18, 2015 PERMISSION TO THE The Shelf Prospectus and Prospectus Tranche-II will not, however constitute offers ISSUER TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT to sell or an invitation to subscribe for the Bonds offered hereby in any jurisdiction AS ONE OF THE STOCK EXCHANGES ON WHICH THIS ISSUER’S other than India to any person to whom it is unlawful to make an offer or invitation SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS in such jurisdiction. Any person into whose possession the Shelf Prospectus and the SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED Prospectus Tranche-II comes is required to inform himself or herself about, and to INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING observe, any such restrictions. THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE US disclaimer DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN Nothing in the Prospectus Tranche-II constitutes an offer of securities for sale in BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT the United States or any other jurisdiction where it is unlawful to do so. The Bonds THE OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY NSE; have not been, and will not be, registered under the U.S. Securities Act of 1933, NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE as amended (“Securities Act), or the securities laws of any state of the United THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS States or other jurisdiction and the Bonds may not be offered or sold within the OF THIS OFFER DOCUMENT; NOR DOES IT WARRANT THAT THIS United States or to, or for the account or benefit of, U.S. Persons (as defined in ISSUER’S SECURITIES WILL BE LISTED OR CONTINUE TO BE LISTED Regulation S under the Securities Act) except pursuant to an exemption from, or in ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY a transaction not subject to, the registration requirements of the Securities Act and FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS applicable state securities laws. The Issuer has not registered and does not intend PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT to register under the U.S. Investment Company Act, 1940 in reliance on Section OF THIS ISSUER. EVERY PERSON WHO DESIRES TO APPLY FOR 3(c)(7) thereof. The Prospectus Tranche-II may not be forwarded or distributed OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY to any other person and may not be reproduced in any manner whatsoever, and DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION in particular, may not be forwarded to any U.S. Person or to any U.S. address. AND ANALYSIS AND SHALL NOT HAVE ANY CLAIMS AGAINST THE Each other purchaser of the Bonds will be required to represent and agree, among EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE other things, that (i) such purchaser is a non-U.S. person acquiring the Bonds in an SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION “offshore transaction” in accordance with Regulation S, and (ii) any reoffer, resale, WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF pledge or transfer of the Bonds by such purchaser will not be made to a person in ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY the United States or to a person known by the undersigned to be a U.S. Person, OTHER REASON WHATSOEVER. in each case in accordance with all applicable securities laws. Disclaimer Clause of the RBI EU disclaimer THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION No offer to the public (as defined under Directive 20003/71/EC, together with any DATED FEBRUARY 16, 1998 ISSUED BY THE RESERVE BANK OF INDIA amendments) and implementing measures thereto, (the “Prospectus Directive) has UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. been or will be made in respect of the Issue or otherwise in respect of the Bonds, HOWEVER, THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR in any member State of the European Economic Area which has implemented the GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL Prospectus Directive except for any such offer made under exemptions available under

INDIAN RAILWAY FINANCE CORPORATION LIMITED 39 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS the Prospectus Directive, provided that no such offer shall result in a requirement to all or part of their investment. publish or supplement a prospectus pursuant to the Prospectus Directive, in respect The financial and other related implications of risks concerned, wherever quantifiable, of the Issue or otherwise in respect of the Bonds. have been disclosed in the risk factors mentioned below. However, there are Any forwarding, distribution or reproduction of this document in whole or in part is certain risk factors where the effect is not quantifiable and hence have not been unauthorised. Failure to comply with this directive may result in a violation of the disclosed in such risk factors. The numbering of the risk factors have been done Securities Act or the applicable laws of other jurisdictions. Any investment decision to facilitate ease of reading and reference, and do not in any manner indicate the should be made on the basis of the final terms and conditions of the Bonds and importance of one risk factor over another. Prospective Investors should not invest the information contained in the Prospectus Tranche-II read with Shelf Prospectus. in the Issue unless they are prepared to accept the risk of losing all or part of the In addition, please refer to the Section titled “Regulations and Policies- Foreign Tax investment. The prospective Investors should consult their own tax, financial and Account Compliance Act (“FATCA) on Page 83 of the Shelf Prospectus. legal advisors about the particular consequences of an investment in the Bonds. Track record of past public issues handled by the Lead Managers Unless otherwise stated, our financial information used in this section is derived The details of the track record of the Lead Managers to the Issue, as required by from our audited accounts, prepared in accordance with accounting standards SEBI circular number CIR/MIRSD/1/2012 dated January 10, 2012, has been disclosed generally accepted in India. on the respective websites of the Lead Managers to the Issue. RISKS RELATING TO OUR BUSINESS AND INDUSTRY Listing 1. Our ability to operate efficiently is dependent on our ability to maintain a The Bonds are proposed to be listed on BSE and NSE. BSE shall be the Designated low effective cost of funds. Inability to do so could have a material adverse Stock Exchange for the Issue. effect on our business, financial condition and results of operations. If the permission to list and trade the Bonds is not granted by BSE and NSE, our 2. Mismatch in the tenor of our leases and borrowings may lead to Company shall forthwith repay, without interest, all such moneys received from the reinvestment and liquidity risk, which may adversely impact our financial Applicant in pursuance of the Prospectus Tranche-II and Section 40 of the Companies condition and results of operations. Act, 2013. If default is made, our Company and every officer in default will liable 3. Any change in the clauses of the Standard Lease Agreement entered into to fine as prescribed in Section 40 of the Companies Act, 2013. by us with the MoR can have an adverse effect on our business, financial Our Company shall use best efforts to ensure that all steps for the completion of position and result of operations. the necessary formalities for listing and commencement of trading at BSE and NSE will be taken within 12 Working Days from the Issue Closing Date. 4. The Standard Lease Agreement is executed after the end of the Fiscal to Dividend which it relates and we cannot give an assurance that such an agreement The details of the dividend paid by our Company in the past 5 financial years will be entered into with respect to the Rolling Stock acquired with the are as under: proceeds of this Issue or that the subsequent Standard Lease Agreement will contain the terms and conditions necessary to enable us to meet our March 31, March 31, March 31, March 31, March 31, obligations under this Issue. 2015 2014 2013 2012 2011 5. We are involved in a number of legal proceedings that, if determined 4.24% 4.18% 4.68% 4.76% 6.24% against us, could adversely impact our business and financial condition. 6. Our Company is wholly owned and controlled by the Government and the The total dividend paid for the financial year 2014-15 was ` 15,200 lakhs. For Government could require us to take actions aimed at serving the public details please refer to Appendix I i.e. “Financial Statement” of Shelf Prospectus interest, which may not necessarily be profitable or financially feasible. dated December 2, 2015. 7. Our business and our industry are dependent on the policies and support Mechanism for redressal of Investor grievances of the Indian Government and the MoR and the continued growth of Karvy Computershare Private Limited has been appointed as the Registrar to the the Indian railway sector, which makes us susceptible to changes to such Issue to ensure that Investor grievances are handled expeditiously and satisfactorily policies and a slowdown in the growth of Indian railways. and to effectively deal with Investor complaints. All grievances relating to the Issue should be addressed to the Registrar to the 8. We face competition from financial and other institutions in raising funds Issue and the Compliance Officer or Company Secretary giving full details of the from the market and may not be able to raise funds on terms beneficial Applicant, number of Bonds applied for, amount paid on application series/option to us. applied for and Member of the Syndicate/Trading Member/SCSB to whom the 9. The composition of the Board of Directors, Audit Committee and the application was submitted. Remuneration Committee is not in compliance with the provisions of the All grievances relating to the ASBA process may be addressed to the Registrar to Companies Act, 2013 and rules made thereunder and corporate governance the Issue with a copy to either (a) the relevant Designated Branch of the SCSB guidelines issued by the Department of Public Enterprises. where the Application Form was submitted by the ASBA Applicant, or (b) the 10. We are subject to restrictive covenants under our credit facilities that concerned Member of the Syndicate and the relevant Designated Branch of the could limit our flexibility in managing our business. SCSB in the event of an Application submitted by an ASBA Applicant at any of 11. There are certain comments provided by the statutory auditor on the the Syndicate ASBA Centres, giving full details such as name, address of Applicant, unaudited financial statements as at and for the half year ended September Application Form number, series/option applied for, number of Bonds applied for, 30, 2015. amount blocked on Application. 12. Our inability to attract and retain skilled personnel would require us to All grievances arising out of Applications for the Bonds made through Trading devote substantial time, cost and energy to find suitable replacement(s) Members may be addressed directly to the relevant Stock Exchange. thereby impacting our business operations. 13. We do not own our registered and corporate office premises and RISK FACTORS consequently do not have title to the premises at present. An investment in Bonds involves a certain degree of risk. The prospective Investors 14. We may fail to obtain certain regulatory approvals in the ordinary course should carefully consider all the information in the Shelf Prospectus, including of our business in a timely manner or at all, or to comply with the terms the risks and uncertainties described below, and the information provided in the and conditions of our existing regulatory approvals and licenses which section titled “Our Business” on page 68 of the Shelf Prospectus and “Financial may have a material adverse effect on the continuity of our business and Statements” in Appendix I of the Shelf Prospectus, before making an investment may impede our effective operations in the future. in the Bonds. The risks and uncertainties described in this section are not the only 15. Our Company does not have a registered trademark for our logo “ ” risks that we currently face. Additional risks and uncertainties not known to us or as a result of which our ability to use the trademark and logo may be which we currently believe to be immaterial may also have an adverse effect on impaired. Further, in the event we are unable to register the trademark, our business, prospects, results of operations and financial condition. If any of we may be unable to prohibit unauthorised usage of such trademark by the following or any other risks actually occur, our business prospects, results of third parties. operations and financial condition could be adversely affected and the price of, 16. If we are unable to manage our growth effectively, our business and and the value of the investment in the Bonds could decline and Investors may lose financial results could be adversely affected. 40 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 17. The proposed adoption of IFRS could result in our financial condition connection with the Bonds. and results of operations appearing materially different than under Indian 40. Changes in prevailing interest rates may affect the price of the Bonds. GAAP. 41. A debenture redemption reserve will be created, only up to an extent of RISKS RELATING TO THE INDIAN ECONOMY 25% for the Bonds and in the event of default in excess of such reserve, 18. A slowdown in economic growth in India could adversely impact our Bondholders may find it difficult to enforce their interests. business. 42. Any downgrading in our domestic and international credit rating of our 19. Financial instability in other countries may cause increased volatility in Bonds may affect the trading price of our Bonds. Indian financial markets. 43. Payments made on the Bonds will be subordinate to certain tax and other 20. Natural calamities could have a negative impact on the Indian economy, liabilities as laid down by law. which could adversely affect our business, our future financial performance For details regarding Risk Factors, kindly refer page 12 of the Shelf Prospectus. and the price of the Bonds. Regulations and Policies: For details regarding Regulations and Policies 21. Any downgrading of India’s debt rating by an international rating agency pertaining to the Company, kindly refer page 78 of the Shelf Prospectus. could have a negative impact on our business and the trading price of MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION the Bonds. The following contracts (not being contracts entered into in the ordinary course of 22. Investors may have difficulty enforcing foreign judgments in India against business carried on by the Company or entered into more than two years before the Company or our management. the date of the Prospectus Tranche-II) which are or may be deemed material have 23. There may be less information available in the Indian securities markets been entered or are to be entered into by the Company. These contracts and also pertaining to our Company as compared to information available for the documents for inspection referred to hereunder, may be inspected on Working companies in securities market of more developed countries. Days at the Registered Office/Corporate Office of the Company situated atUG 24. The proposed new taxation system could adversely affect our business Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road, and the price of the bonds. New Delhi -110 003, India, from 10.00 a.m. and 12.00 noon on any working day 25. Political instability or changes in the government could delay the (Monday to Friday) during which the Issue is open for public subscription under liberalization of the Indian economy and adversely affect economic the respective tranche prospectus(es). conditions in India generally, which could impact our financial results For details regarding “Material Contracts and Documents for Inspection”, refer and prospects. page 119 of the Prospectus Tranche - II. 26. Difficulties faced by other financial institutions or the Indian financial DECLARATION sector generally could cause our business to suffer. 27. Our business and activities will be regulated by the Competition Act, 2002 We, the Directors of the Company, hereby certify & declare that all the relevant (“Competition Act”) and any application of the Competition Act to us provisions of the Companies Act, 1956, as amended, relevant provisions of Companies could have a material adverse effect on our business, financial condition Act, 2013, as amended and rules prescribed thereunder to the extent applicable as and results of operations. on this date, the regulations, guidelines and circulars issued by the Government 28. International regulations likes FATCA may affect the payments to be of India, Reserve Bank of India and the Securities and Exchange Board of India made to holders of securities of our Company. established under Section 3 of the Securities and Exchange Board of India Act, 1992, 29. Terrorist attacks, civil unrest and other acts of violence or war involving as amended, as the case may be, including the Securities Exchange Board of India India and other countries could adversely affect the financial markets and (Issue and Listing of Debt Securities) Regulations, 2008 as amended, provisions under our business. the Securities Contracts (Regulations) Act, 1956, as amended and rules thereunder in connection with the Issue have been complied with and no statement made in 30. Our ability to raise foreign currency borrowings may be constrained by the Prospectus Tranche-II is contrary to the relevant provisions of any acts, rules, Indian law. regulations, guidelines and circulars as applicable to the Prospectus Tranche-II. 31. An outbreak of an infectious disease or any other serious public health We further certify that all the disclosures and statements in the Prospectus Tranche-II concerns in Asia or elsewhere could have a material adverse effect on read together with Shelf Prospectus are true, accurate and correct in all material our business, financial condition and results of operations. respects and does not omit disclosure of any material fact which may make the 32. Certain provisions of the Companies Act, 2013 have not been notified statements made therein, in light of circumstances under which they were made, by Government and may be notified subsequently. Upon the same being misleading and that the Prospectus Tranche- II read together with Shelf Prospectus notified our Company may not be in compliance with the same during which does not contain any misstatements and/or misrepresentations. period the Company may be exposed to certain regulatory implications, which may affect the functioning of our Company. Mr. Sanjoy Mookerjee 33. Our business is dependent on policies/regulations/statutes of the Chairman Government of India and any change in such policies/regulations/statutes DIN: 03546243 may impact our borrowing/lending operations, which may adversely affect Mr. Rajiv Datt our business. Managing Director RISKS RELATING TO THE BONDS DIN : 05129499 34. The Bonds are classified as ‘tax free bonds’ eligible for tax benefits under Mr. Niraj Kumar Section 10(15)(iv)(h) of the Income Tax Act, up to an amount of interest Director (Finance) on such bonds. DIN : 00795972 35. There has been only a limited trading in the Bonds of such nature and Ms. Sharmila Chavaly the same may not develop in future, therefore the price of the Bonds may Government Nominee Director be volatile. DIN : 06411077 36. There is no guarantee that the Bonds issued pursuant to this Issue will be listed on BSE and NSE in a timely manner, or at all. Mr. Satish Kumar Goel 37. Foreign Investors, including Eligible FPIs, NRIs, FIIs and Eligible QFIs Independent Director subscribing to the Bonds are subject to risks in connection with (i) exchange DIN: 06742476 control regulations, and, (ii) fluctuations in foreign exchange rates. Place: New Delhi 38. Risks relating to any international regulations, taxation rules apply as the Date: March 4, 2016 Issue may be marketed to FPIs, FIIs, Eligible QFIs and Eligible NRIs. 39. You may not be able to recover, on a timely basis or at all, the full FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS value of the outstanding amounts and/or the interest accrued thereon in INDIAN RAILWAY FINANCE CORPORATION LIMITED 41 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

TIMING FOR SUBMISSION OF APPLICATION FORMS Applications Forms for the Issue will be accepted only between 10.00 A.M. and 5.00 P.M. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges during the Issue Period mentioned above, between Monday and Friday, both inclusive, barring public holidays: (i) by the members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, at the centres mentioned in the Application Form through the non-ASBA mode, or (ii) in case of ASBA Applications, (a) directly by Designated Branches of SCSBs or (b) by the centres of the members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, only at the specified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat) (“Specified Cities”), except that on the Issue Closing Date, Application Forms will be accepted only between 10.00 A.M. and 3.00 P.M. (Indian Standard Time) and uploaded until 5.00 P.M. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges (after taking into account the total number of Applications received up to the closure of timings for acceptance of Application Forms as stated herein). Applicants may also make their Applications through Direct Online Application Mechanism (see “Issue Procedure” on page 67 of the Prospectus Tranche I for further information) using the online payment facility offered through the Stock Exchange(s) during the Issue Period, subject to such online payment facility being made available by the Stock Exchange(s) prior to the date of filing of the Prospectus by our Company with RoC. Due to limitation of time available for uploading Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 P.M. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. The Bonds are being issued at par and the full amount of the face value per Bond is payable on Application, except ASBA Application. Neither our Company nor the members of the Syndicate or Trading Members of the Stock Exchanges shall be liable for any failure in uploading Applications due to failure 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 Specified 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 Specified Branches of SCSBs for blocking of funds. At all other places (except Specified 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 specified below:

SBICAP SECURITIES LIMITED Agra: India Infoline Limited,12/12A, Block No. 118, Maruti Plaza, Sanjay Palace, Agra-8200002. SBICAP Securities Limited, C/O SBI Main Branch, Chhipitola, Agra - 282001, Uttar Pradesh,Ahmedabad: Nirmal Bang Securities Pvt Ltd,C – 205, Ganesh Corporate Plaza, 2nd Floor, Opp Memnagar Fire station, Nr.vijay Cross Road Navrangpura,380009, JM Financial Services Limited,G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad 380 006. India Infoline Limited,2nd Floor,3rd Floor & 4th Floor, High street- I,Above Promart Showroom, Opp. Law Garden,Near Law Garden Cross Roa. Ahmedabad, 38000. India Infoline Limited,India Infoline Ltd – 2nd Floor, High street 1, Near G L S Colleg. Above Pro Mart Mall, Law Garden Cross Road, Ahmedabad – 38000. SBICAP Securities Limited, C/O state Bank Of India, 1st Floor, Modi Arcade, Near Rly station, Maninagar (West), Ahmedabad – 380008. SBICAP Securities Limited, 2nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite, Ahmedabad – 380015. SBICAP Securities Limited, C/O. SBI Polytechnic Branch, Opp. Ketav Petrol Pump, Dr. Vikram Sarabhai Road, Ahmedabad, Gujarat – 38001. SBICAP Securities Limited, C/O. SBI Motera Branch, Shop No.1 To 5,Groundfloor, Vitthal Square Complex, stadium Road, Motera, Ahmedabad, Gujarat - 382424. SBICAP Securities Limited, C/O. SBI C.g.road Branch, “Shyam Gokul”, A/24, Swastik Society, Near stadium Circle, C.g.road, Ahmedabad - 380009,Ajmer: India Infoline Limited,Onkar Bhawa. Above Allahabad Bank Kutchery Road, Ajmer, 305001,Amritsar. SBICAP Securities Limited, C/O state Bank Of India, Main Branch, Town Hall, Amritsar - 14300. Punjab,Anand: India Infoline Limited,S-13/14/15, Triveni Shopping Arcade, Anand Vidyanagar Road, Anand- 388001,Asansol. SBICAP Securities Limited, C/O state Bank Of India, Asansol Branch, Bijoypal Sarani, Asansol – 713304, Kolkata.,Bangalore: Axis Capital,Axis Capital Ltd, 2nd Floor, No.1, Express Building, Queens Road,560002,JM Financial Services Limited,2015 At Office No.40/1A, 4th Flr, Basappa Complex, Lavelle Road, Bengaluru-560001. India Infoline Limited,#31/9, Krimson Square, 2nd Floor, Above Vishal Megamart, Roopena Agrahara, Begur Hobli, Hosur Main Road, Nr Silk Board Junctio. Bangalore, 56006. India Infoline Limited,India Infoline Ltd, Sg007, South Block, Manipal Centre, Deckenson Road Banglore-56004. SBICAP Securities Ltd, No.87 Almas Centre, 6th Floor, M G Road, Bangalore-56000. SBICAP Securities Ltd. Ground Floor, No.30, Pragathi Mansion, Dr. Dvg Road, Basavangudi, Bangalore -560004, Karnataka. SBICAP Securities Limited, No. 5, 1st Floor, 80 Ft Main Road, 1st Block, Landmark: Near Wipro It Park, Koramangala, Bangalore-560034. SBICAP Securities Ltd, 3rd Floor, C/O SBI, Indira Nagar Branch No. 2987, 12th Main Road, Hal 2nd stage, Indiranagar, Bangalore - 560008, Karnatak. SBICAP Securities Limited, C/O. SBI Malleshwaram Branch, 2nd Floor, No.143, Margosa Road, 8th Cross, Malleshwaram, Bangalore-560003.,Bhavnagar: India Infoline Limited,101,102 sterling Centre, Above Kotak Mahindra Bank,Waghwadi Road, Bhavnagar-36400. SBICAP Securities Limited, C/O. state Bank Of India, SBI Colony, Kalanala, Bhavnagar - 364001, Gujarat.,Bhilai. SBICAP Securities Limited, SBI Main Branch,Sector 1,Bhilai - 490001, Chattisgarh,Bhopal. SBICAP Securities Limited, C/O state Bank Of India, Paanchanan Bhavan, T T Nagar, Bhopal - 462 003, Madhya Pradesh,Bhubaneswar: India Infoline Limited,1st Floor, Somi Palace,M5/17,Acharya Viha. Bhubaneshwar, 75101. SBICAP Securities Limited, C/O SBI Local Head Office – Iii/1, Ground Floor, Pt. Jawaharlal Nehru Marg, Bhubaneswar-751001, Orissa,Calicut: India Infoline Limited,18/194 A29 And 4th Floor,Parco Complex Kallai,Roa. Calicut-673002,Chandigarh: India Infoline Limited,Sco 3015/16, Opp. Kisan Bhawan, 2nd Floor, Sec 22D, Chandigarh, Chandigarh, 16002. India Infoline Limited,India Infoline Ltd, Sco-114-115, 2nd Floor/Sec-34 A, Chandigarh-16002. SBICAP Securities Limited, C/O state Bank Of India, Main Branch, Sco 43-48, Sector 17B, Chandigarh - 160017, Chandigarh.,Chennai: Axis Capital,Axis Securities Ltd, 11, Vijay Delux Apts., 7/4 First Main Road, Cit Colony, Mylapore,600004,JM Financial Services Limited,Seethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road), Chennai - 60000. India Infoline Limited,India Infoline Tower,No.143, M.g.r. Road,Near Lifeline Hospital, Perungud. Chennai, 60009. India Infoline Limited,India Infoline Ltd - Ganesh Comple. No-203, 2nd Floo. Anna Sala. Teynampet, Chennai - 60001. SBICAP Securities Limited, Sri Kirthika Chamber, No. 7, Kondi Chetty street, 2nd Floor, Chennai – 600 00. SBICAP Securities Limited, C/O.sbi Pbb Besant Nagar Branch, E-159, Annai Velankani Church Road, 7th Avenue, Besant Nagar, Chennai – 6000 90, Tamil Nadu. SBICAP Securities Limited, SBI Building, No.2 A, Prakasam Road, Panagal Park, T. Nagar, Chennai - 600 017, Tamil Nad. SBICAP Securities Limited, C/O SBI, 22,Taylors Road, Kilpauk, Chennai-639001, Tamil Nadu. SBICAP Securities Limited, C/O.sbi Pbb Besant Nagar Branch, E-159, Annai Velankani Church Road, 7th Avenue, Besant Nagar, Chennai – 6000 90, Tamil Nadu.,Coimbatore: India Infoline Limited,No 657, 4th Floor,Tri star Towers,Avanashi Road,Coimbatore-64103. SBICAP Securities Limited, SBI Main Branch,state Bank Road, Coimbatore - 641 018 Tamil Nad. SBICAP Securities Ltd, Ground Floor, White Building, No. 550/2. Db Road, Rs Puram, Coimbatore - 641002,Dehradun: India Infoline Limited,27B,1st Floor,Above Lg Showroom,Rajpur Road,Dehradun-24800. SBICAP Securities Limited, SBI Main Branch, 4 Convent Road, Dehradun- 248001.,Durgapur. SBICAP Securities Limited, C/O. state Bank India, Durgapur Branch, Dsp Maingate, Po Durgapur-3, District Burdwan, Pin 713203.,Erode. SBICAP Securities Limited, C/O SBI, D-48, state Bank Road, Erode - 638001. Tamil Nadu.,Ghaziabad: India Infoline Limited,Office No. 5, First Floo. Mahaluxmi Metro Towe. Plot No C. Sector . Vaishal. Ghaziabad -20101. SBICAP Securities Limited, C/OSBI, Navyug Market, Ghaziabad, Uttar Pradesh - 201001,Goa. SBICAP Securities Limited, SBI, Panaji Main Branch, Dayanand Bandodkar Marg, Near Hotel Mandovi, Panaji - 403 00. Goa,Guntur. SBICAP Securities Limited, Shop No.13,Second Floor, Raghu Mansion, 4/1, Brodipe. Guntur-52200. Andhra Pradesh,Gurgaon: India Infoline Limited,Iifl, Plot No-98, Udyog Vihar Phase -Iv, Gurgaon, Haryana Pin- 12201. SBICAP Securities Ltd C/O state Bank Of India, Racpc, Plot No.3&4, UdyogVihar Phase Iv, Near Atlas Chowk, Gurgaon-122016,Guwahati. SBICAP Securities Limited, C/O. SBI Dispur Branch, 1st Floor, Opp.assam Sect., Dispur, Guwahati - 781 006, Assam,Gwalior: India Infoline Limited,Ground Floor,D1,Basant Vihar,Gwalior-47400. SBICAP Securities Limited, SBI Main Branch, Bada Chowk, Gwalior - 474001, Madhya Pradesh,Hyderabad: Axis Capital,Axis Securities Ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda,500082,JM Financial Services Limited,9-10 Uma Chambers,3rd Floor, Banjara Hills, Hyderabad 500 03. India Infoline Limited,My Home Sarovar Plaza, 5th And 6th Floor No. 5-9-22, Shapurwadi, Adarshnagar, Opp:- Secretaria. Hyderabad, 50000. India Infoline Limited,India Infoline Ltd - #5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad - 50000. SBICAP Securities Limited, C/O. Sbh Gunfoundary Branch, Ground Floor, Hyderabad - 500001, Andhra Pradesh. SBICAP Securities Limited, 1st Floor, Dmc Center, Above state Bank Of India, st. John’s Road, East Marredpally, Secunderabad - 500026, Andhra Prades. SBICAP Securities Limited, C/O, state Bank Of India G O C, Koti (Lho), Bank street, Hyderabad – 50000. Indore: JM Financial Services Limited,Ug-7 & 8, Ground Floor, D M Tower. 21/1, Race Course Road, Indore 452

42 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 00. India Infoline Limited,106/107 1st Floor Arean Hights Ab Road Opp C21 Mall, Indore, 45200. SBICAP Securities Limited, state Bank Of India, 5,Yashwant Niwas Road, Indore - 452003, Madhya Prades. SBICAP Securities Limited, state Bank Of India, Gpo Main Branch, Indore - 452001, Madhya Pradesh.,Jabalpur: India Infoline Limited,255, 2nd Floor,Napier Town,Model Road,Shastri Bridge,Jabalpur-48200. SBICAP Securities Limited, C/O. SBI Main Branch, Civil Lines, Jabalpur -482001, Madhya Pradesh.,Jaipur: Nirmal Bang Securities Pvt Ltd,201,2nd Floor,Sangam Tower Church Road,302001,JM Financial Services Limited,A Win. 2nd Floor 202 International Commerce Centre Bld. ( Icc Bldg ),Near Kadiwala Schoo. Majura Gat. Ring Roa. Surat – 39500. India Infoline Limited,403, 404 And 405, 4th Floor, City Mall, C-21B, Bhagwan Das Road, C -Scheme, Jaipur, Rajasthan - 30200. SBICAP Securities Limited, 128, 1st Floor, Opp. G.e. Money, Ganpati Plaza, M.i. Road, Jaipur - 302 001, Rajasthan. SBICAP Securities Limited, C/O SBI Special Branch, Ground Floor, Sangeneri Gate, Jaipur – 302003, Rajasthan,Jalandhar: India Infoline Limited,Second Floor, Sai Mall, Model Town, Near Kf. Jalandhar, Punjab-14400. SBICAP Securities Limited, C/O. state Bank Ofindia, Civil Lines, Jalandhar – 144 001, Punjab, Jammu. SBICAP Securities Limited, C/O. SBI Zonal Office, Near Sarb, Ground Floor, Jammu-180012, Jammu Kashmir.,Jamnagar. SBICAP Securities Ltd, G-3, Ground Floor, Madhav Darshan Complex, Opposite Cricket Bungalow, Near Limda Line, Jamnagar - 361001, Gujarat,Jamshedpur: India Infoline Limited,2nd Floor,Om Tower,Main Road,Bistupur,Jamshedpur, Jamshedpur, 83100. SBICAP Securities Limited, C/0 SBI, Jamshedpur, Bistupur -Jamshedpur-831 001, Jharkhand.,Jodhpur: India Infoline Limited,Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 34200. SBICAP Securities Ltd, C/O SBI, Special Branch, High Court Campus, Kachauri, Jodhpur - 342001, Rajasthan,Kanpur: India Infoline Limited,45, Bhargava Estate, Civil Lines, Kanpur 20800. SBICAP Securities Limited, SBI, Main Branch, Zonal Office, Mall Road, Kanpur - 208 001, Uttarpradesh,Kochi: India Infoline Limited,I, Ii And Iii Floor Sana Tower M.g.road, Cochin, 68201. SBICAP Securities Limited, SBI Shanmugham rd. Branch, 2nd Floor, Ktdc Bldg, Ernakulam - 682 03. Kerala,Kolhapur: India Infoline Limited,India Infoline Ltd,C S No 1089 E Ward 2 nd Floor,Anand Plaza Near Icici Bank,Rajaram Road Rajarampuri 416001,Kolkata: JM Financial Services Limited,Kankaria Estate, 8th Flr,6th Little Russell street, Kolkata 700 07. India Infoline Limited,India Infoline Ltd. 5th, 7th And 9th Floor Ac Market 1 Shakesphere Sarani, Kolkatta, 70007. India Infoline Limited,India Infoline Ltd - Zonal Off, 9th Floor, 1, Shakespere Sarani, Acmarket, theatre Road Kolkata - 70007. SBICAP Securities Limited, C/O. SBI Main Branch, Sammriddi Bhavan, Block-E, 7th Floor, 1- strand Road, Kolkata - 700001, West Bengal. SBICAP Securities Limited, state Bank Of India, Jeevandeep Bldg, Ground Floor, 1, Middleton street, Kolkata - 700 071, West Bengal. SBICAP Securities Limited, C/O SBI, 50 A, Gariahat Road, Ballygunge, Kolkata, Pin 700019. SBICAP Securities Limited, C/O SBI Goc, Ground Floor, Bikash Bhavan, Sector - 1, Salt Lake – 700091, Kolkata.,Kota: India Infoline Limited,H.no. 12/192, Aashirwad Gaurav Plaza, 2nd Floor, Shop No. 3,4,5&6, Gumanpura, Kota, Rajasthan-32400. SBICAP Securities Limited, C/O SBI Main Branch, Chawani Chauraha, Kota - 324007. Rajasthan.,Lucknow: India Infoline Limited,4th Floor,Dtl Plaza, 19 Way Road, Adjacent To P.k. Comple. Lucknow, 22600. SBICAP Securities Limited, SBI Govt. business Branch, Moti Mahal Marg, Behind K.d.singh Babu stadium, Hajrath Ganj, Lucknow - 226 001, Uttar Prades. SBICAP Securities Limited, 2/38, First Floor, Vijay Khand, Gomti Nagar, Lucknow,Uttar Pradesh - 226010,Ludhiana: India Infoline Limited,504, 5th Floor, Sco - 1. Feroze Gandhi Marke. Ludhiana (Punjab)-14100. SBICAP Securities Limited, C/O SBI, 1st Floor, Fountain Chowk, Civil Lines, Ludhiana - 141001, Punjab.,Madurai: India Infoline Limited,No.55, Second Floor East Veli street, Madurai, 62500. SBICAP Securitie. C/O state Bank Of India, Number - 7A, West Veli street, Opposite Railway station, Madurai - 625001, Tamil Nadu.,Mangalore: India Infoline Limited,No 18,19 &2. 2nd Flr Manasa Towers M.g.road, Mangalore - 57500. SBICAPsecurities, C/O SBI, Mangalore Main Branch, Port Road, P.b. No. 90, Mangalore - 575001, Karnataka,Meerut: India Infoline Limited,2A, 2nd Floor, Above HDFC Bank,381, Western Kethehary Roa. Meerut, 250002,Mehsana. SBICAP Securities Limited, C/O. SBI Sme Highway Road Branch, Universal Complex, Near Ongc Work Shop, Highway Road, Mehsana (N.g.), Gujarat – 384002.,Mumbai: Almondz Global Securities Limited,C/O. 9, Crescent Chambers, 2nd Floor, 56 Tamarind Lane, Fort, Near Bse, Mumbai 400 001. Axis Capital,Axis Capital Ltd, 4A/5C, Khatau Bldg., Ground Floor, Alkesh Dinesh Mody Marg, For. 400001,Bajaj Capital Limited,Bajaj Capital, Agra Bldg, Gr. Floor, 7/9 Oak Lane, Fort, Mumba. Integrated Enterprises (India) Limited,15, 1st Floor, Modern House, Dr. V B Gandhi Marg, Fort, Mumbai- 400 02. Kjmc Capital Market Services Limited,168, Atlanta, 16th Floor, Nariman Point, Mumbai,400021,Nirmal Bang Securities Pvt Ltd,201/301, 2nd Floor, Khandelwal House, Podar Road, Near Podar Park, Malad (E), Mumba. Prabhudas Lilladher Pvt. Ltd,3rd Floor, Sadhana House, 570, P.b Marg, Worli, Mumbai -400018,400018,Lkp Securities Limited,93/95, Engineering Premises Co-Op Soc, 3rd Floor, Nxt To J&K Bank, M S Marg, Near Bombay stock Exchange, Fort, Mumbai,400001,Amit Jasani Financial Services Pvt Ltd,301, Hind Rajashtan Chambers, 6, Oak Lane, Fort, Mumbai,400023,Asit C Mehta Investment Intermediates Ltd,67, Podar Chamber, 3rd Floor, S A Brelvi Road, Fort, Mumbai,400001,HDFC Securities Limited,I Think Techno Campus, Building B, Alpha, Office Floor 8, Opp Crompton Greaves, Near Kanjurmarg station, Kanjurmarg (East),400042,Ifci Financial Services Limited,Mafatlal Chambers B, Wing C, Ground Floor, Lower Parel Eas. 400013,JM Financial Services Limited,2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 00. JM Financial Services Limited,602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing,Vile Parle (East), Mumbai 400 05. JM Financial Services Limited,1st Floor, New Pushpanjali Ii, Jambli Galli, (Factory Lane. Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092. JM Financial Services Limited,301, 3 rd Floor, Vardhman Market, Sector 17, Above Dcb, Vash. Navi Mumba. JM Financial Services Limited,424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai 400 07. JM Financial Services Limited,3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 00. JM Financial Services Limited,Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, Cbm Compound, Near Rama Talkies Junction, Visakhapatnam 530 00. Systematix Shares & stocks (I) Ltd,3rd Floor, J K Somani Bldg, British Hotel Lane, Fort,400001,India Infoline Limited,Iifl House,Sun Infotech Park,Road No 16V,Plot No B-23,Midc,Thane Industrial Area,Wagle Estat. Thane, 40060. India Infoline Limited,India Infoline Ltd, Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 40000. SBICAP Securities Limited, SBI Nri Branch, Maker Chambers -3, Ground Floor, Nariman Point, Mumbai - 400 021. SBICAP Securities Limited, C/O SBI Mumbai Main Spbb Branch, Mumbai Samachar Marg, Gate No 1, Horniman Circle, Fort, Mumbai - 400001, Maharashtra. SBICAP Securities Limited, state Bank Of Indi. M.g.road, Ghatkopar East, Mumbai - 400077, Maharashtra. SBICAP Securities Limited, SBI Madame Cama Road Branch, SBI Admin Building Compound, Nariman Point, Mumbai - 400021, Maharashtra. SBICAP Securities Limited, C/O SBI Jvlr Branch, Ground Floor, Juhu Versova Link Road, Andheri (W), Mumbai 400053. SBICAP Securities Limited, C/O. SBI Shivsagar Estate Branch, P.b. No. 16555, ‘C’ Block, Grd Flr, Devchand House, Dr. A.b. Road, Worli, Mumbai – 400018. SBICAP Securities Limited, C/O. SBI Goregaon-Mulund Link Road Branch, Showroom No.11, Rustomjee O-Zone Bldg., Goregaon (W), Mumbai – 400062. SBICAP Securities Limited, C/O. SBI Santacruz Branch, 7 Suryodaya Bldg., Juhu Road, P.o.box No. 6901, Mumbai – 400054. SBICAP Securities Limited, C/O. SBI Shivaji Park Branch, Gitanjali Ranade Road, Dadar (W), Mumbai – 400028. SBICAP Securities Limited, C/O. SBI Pbb Powai Hiranandani Branch, G-15/16, Ventura Hiranandani Business Park, Powai, Mumbai – 400076. SBICAP Securities Limited, C/O. SBI Konkan Bhavan Branch, Cidco Bldg. (South Wing), Cbd Belapur, Navi Mumbai – 400614. SBICAP Securities Limited, Marathon Future. 12th Floor, A & B Wing, N. M. Joshi Marg, Lower Parel (East), Mumbai – 400 013. Nirmal Bang Securities Pvt Ltd,B - 201,Khandelwal House, Poddar Road, Near Poddar Park, Malad (East. 400097Mysore: India Infoline Limited,No. 858, 859/Ch20, Nakshatra, 2nd Floor, Narayana Shastri Road, Kr Mohalla, Mysore, Pin-57002. SBICAP Securites, C/O state Bank Of India, Mysore Main Branch, P.b. No 204, Motikhana Building, New Sayaji Rao Road, Mysore - 570024, Karnataka.,Nagercoil: SBICAP Securities Limited, 14B, Distillery Road, Vadaser. Nagercoil – 629 001, Tamil Nadu.,Nagpur: India Infoline Limited,3Th Floor Shreejee Krupa Building, Gandhi Square, New Itwari Road, Nagpur-44000. SBICAP Securities Limited, C/O SBI Seva Sadan Branch, 75 Moti Mohan Complex, Seva Sadan Chowk, C.a Road, Nagpur - 440018, Maharashtra. Nasik: India Infoline Limited,Office No 10 & 11, First Floor, Viraj Corner Bldg.,Sharanpur Road, Canada Corner,Nashik, Nasik, 42200. SBICAP Securities Limited, C/O SBI Spbb Branch., Plot No. 56, Opp. Wadnagare Bhavan, Thatte Wadi, College Road, Nashik - 422005, Maharashtra,New Delhi: Almondz Global Securities Limited,2nd Floor, 3, Scindia House, Janpath, New Delhi – 110 00. Axis Capital,Axis Capital Ltd, 2nd Floor, Red Fort Capital, Parsvanath Towers, Bhai Veer Sing Marg, Near Gole Market,110001,Kjmc Capital Market Services Limited,221, Hans Bhawan, Near Ito, Bahadur Shah Zafar Marg, New Delhi,110002,Religare Securities Limited,Gys Global, Sector - 125,Noida Up,201303,JM Financial Services Limited,5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 00. India Infoline Limited,310,311,312,3rd Floor, Ashoka Estate,24,Barakhamba Road,Connaught Plac. Delhi, 11000. India Infoline Limited,India Infoline Limite. 310, 313, Third Floor, Ashoka Estat. Barakhamba Road, New Delhi-11000. SBICAP Securities Ltd, 57, 1st & 2nd Floor, Panchkuian Road, Near R.k.ashram Marg Metro station, New Delhi - 11000. SBICAP Securities Limited, state Bank Of India, Personal Banking Branch, A-15 Hauz Khas, New Delhi- 110016, Delh. SBICAP Securities Limited, 9, New Rajdhani Enclave, Swasthya Vihar,Nr Preet Vihar Metro statio. Delhi - 110092. SBICAP Securities Limited, C/O SBI, E-2/28, Sector 7, Rohini, Delhi - 11008. SBICAP Securities Limited, C/O. SBI (Dbd) Sme Branch, Gr Floor, Chandani Chowk, Delhi - 11000. SBICAP Securities Limited, C/O. SBI Raja Garden Branch, 13 Raja Garden Chowk, New Delhi – 110015. SBICAP Securities Ltd, C/O SBI, Personal Banking Branch, Ground Floor, 11, Parliament street, New Delhi - 110001, Delhi.,Noida. SBICAP Securities Ltd C/O state Bank Of India A-2A/2, 1st Floor, Sector-52, Noida -201303. Uttar Pradesh.,Panchkula. SBICAP Securites, C/O state Bank Of India Main Branch, 2nd Floor, Sco - 14, Sector 10, Panchkula - 134109, Haryana,Patna: India Infoline Limited,Ashiana Chambe. Exhibition Road, Patna, 80000. SBICAP Securities Limited, C/O SBI Spb Branch, West Gandhi Maidan, Patna - 800001, Bihar.,Pondicherry. SBICAP Securities Limited, C/O state Bank Of India, Pondicherry Main Branch, No. 5, First Floor, Rue Suffren, Pondicherry 605001. Tamil Nadu,Pune: Axis Capital,Axis Capital Ltd, 1248 A, Asmani Plaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana,411004,JM Financial Services Limited,205 Business Guil. Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune 411 00. India Infoline Limited,Lohia Jain It Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Roa. Pune, 41103. India Infoline Limited,: India Infoline Ltd,Plot No 886,Cts -1249/1250,Office No. C, Above Greetwel, Goodluck Chowk Deccan Gymkhana Pune 41100. SBICAP Securities Limited, Spbb Branch, 1277, Kumar Renaissance, J.m.road, Deccan Gymkhana, Pune - 411004, Maharashtra. SBICAP Securities Limited, C/O SBI Bund Garden Branch, Grale 171/B, 1st Floor, Dp Road, Pune-411001, Maharashtra,Raipur: India Infoline Limited,1st Floor, Nagdev Plaza, Block A,Jai

INDIAN RAILWAY FINANCE CORPORATION LIMITED 43 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Road,Kutchery Chow. Raipur, 49200. SBICAP Securities Limited, C/O. SBI Kutchery Branch, Kutchery, Raipur-492001, Chattisgarh,Rajkot: Axis Capital,Axis Securities Ltd, 703, 7th Floor, star Chambers, Harihar Chow. 360001,JM Financial Services Limited,202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 01. India Infoline Limited,2nd & 3rd Floor,Millennum Square, Opp. Girnar Cinema, Phulchhab Pres. Rajkot, 36000. SBICAP Securities Limited, C/O. state Bank Of India, Rajkot Zonal Office, Opposite Sardar Baug, Circuit House, Rajkot-360001, Gujarat.,Ranchi: India Infoline Limited,4th Floor,Kaushalya Chambers,P P Compound,Ranchi-834001,Salem. SBICAP Securities Limited, SBI Hasthampatti Branch, Bank House,No. 68 Cherry Road, Salem - 636 007, Tamil Nadu.,Secunderabad: JM Financial Services Limited,3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003,Shimla. SBICAP Securites, C/O state Bank Of India, New Building, 2nd Floor, The Mall, Shimla - 171003, Himachal Pradesh.,Surat: JM Financial Services Limited,A Win. 2nd Floor 202 International Commerce Centre Bld. ( Icc Bldg ),Near Kadiwala Schoo. Majura Gat. Ring Roa. Surat – 39500. India Infoline Limited,701,702,709,710, 21st Century Business Centre,Ring Road,Surat, Surat, 39500. SBICAP Securities Limited, C/O. SBI, Ghoddod Road, U25-28, Megh Mayur Plaza, Opp Jani Farsan Bhandar, Parle Point, Surat-395007, Gujarat.,Thiruvananthapuram: India Infoline Limited,2nd Floor,Menathottam Chambers, Pattom P.o, Trivandrum, Pin - 69500. SBICAP Securities Limited, First Floor, state Bank Of Travancore Building, Sasthamangalam, Thiruvananthapuram - 695010, Kerala,Trichy: India Infoline Limited,74, Salai Road, Trichy-62001. SBICAP Securities Limited, C/O state Bank Of India, Tiruchirappali Main Branch, Mc Donalds Road, Cantonment, Tiruchirappali - 620001, Tamil Nadu.,Udaipur. SBICAP Securities Ltd, C/O SBI, Main Branch, 23/C Madhuban, Udaipur - 313001, Rajasthan,Vadodara: Axis Capital,Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course,390007,JM Financial Services Limited,G1ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 00. India Infoline Limited,3rd Floor,Bhagwandas Chamber,Opp Circuit House,Rc Dutt Road,Baroda-39000. India Infoline Limited,India Infoline Ltd - 3rd Floor. Bhagwan Chambers, Opp. Circuit Hous. Alkapuri, Baroda - 39000. SBICAP Securities Limited, SBI, Alkapuri, R.c.dutt Road, Baroda - 390 007, Gujarat. SBICAP Securities Limited, C/O. SBI Makarpura I.e. Branch, Vcci Building, Makarpura, Baroda - 39001. SBICAP Securities Limited, C/O. SBI Mandvi Main Branch, Opp Jamnabhai Hospital, Mandvi, Baroda - 390001,Varanasi: India Infoline Limited,Arihant Complex, D-64/127 C-H, Third Floor, Sigra, Varanasi - 22101. SBICAP Securities Limited, C/O SBI Varanasi Main Branch, Near Dist. Court, Varanasi, Uttar Pradesh- 221002,Vijayawada: India Infoline Limited,D.no12-11-5,Opp. HDFC Bank Raja Rangayya Appa Rao stree. Vijaywada, 52000. SBICAP Securities Limited, SB. Governorpet Branch, Ali Begh street, Governorpet, Vijaywada-520002, Andhra Pradesh,Visakhapatnam: JM Financial Services Limited,G1ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 00. India Infoline Limited,India Infoline Lt. 4th Floor, Sai Trade Centre, Axis Bank Building,Dwarkanagar Vizag-53001. SBICAP Securities Limited, C/O SBI Main Branch, 1st Floor, Old Jail Road Junction, Near Redham Gardens, Visakhapatnam - 530002, Andhra Pradesh.

A.K. STOCKMART PRIVATE LIMITED Agra -A K Stockmart Pvt Ltd C/o. Ikita Gupta Ikita Gupta 9 SBI Colony 1st Floor Opp Subhash Park Mg Road 282002, IIFL 12/12A, Block No. 118, Maruti Plaza, Sanjay Palace, Agra-282002, Ahmedabad -A K Stockmart Pvt Limited Karuranakaran Mudliar 101, “Kaivanna”, Near Centre Point, Panchavati Circle, Off. C.g. Road 380009, IIFL 2nd Floor, 3rd Floor & 4th Floor, High Street- I, Above Promart Showroom, Opp. Law Garden, Near Law Garden Cross Road, Ahmedabad, 380006, IIFL India Infoline Ltd - 2nd Floor, High Street 1, Near G L S College, Above Pro Mart Mall, Law Garden Cross Road, Ahmedabad - 380006, Jm Financial Services Ltd Mr Bhavesh Shah/Mr.girish Shah G-10 Chinubhai Centre, Gr. Flr, Nehru Bridge Corner, Ashram Road, Ahmedabad 380 009, Ajmer -IIFL Onkar Bhawan, Above Allahabad Bank Kutchery Road, Ajmer, 305001, A K Stockmart Pvt Ltd C/o. Padmavati Financial Services Puneet Tondon Bldg -28 Hastings Road 211001, Jm Financial Services Ltd Mr Bhavesh Shah/Mr.girish Shahg-10 Chinubhai Centre, Gr. Flr, Nehru Bridge Corner, Ashram Road, Ahmedabad 380 009 Ph:079-2657 6666 - 70/30013700 Kotak Securities Limited., 207, 2nd Floor, Sakar-Ii, Ellisbridge Corner, Ashram Road.p:26587276; Anand -IIFL S-13/14/15, Triveni Shopping Arcade, Anand Vidyanagar Road, Anand-388001, Bangalore -A K Stockmart Pvt Limited Naveen Subbarao Office No.709/710, 7th Floor, Brigade Tower, No - 135, Brigade Road 560025, Axis Capital Ltd, 2nd Floor, No.1, Express Building, Queens Road, Pin:560002, Ph:080-22058512, Jm Financial Services Ltd Mr Yeriswamy Reddy/Mr Prashant Upadhyay 97/4 Residency Rd, Bangalore 560 025, IIFL #31/9, Krimson Square, 2nd Floor, Above Vishal Megamart, Roopena Agrahara, Begur Hobli, Hosur Main Road, Nr Silk Board Junction, Bangalore, 560068, IIFL India Infoline Ltd, Sg007, South Block, Manipal Centre, Deckenson Road Banglore-560042, Jm Financial Services Ltd Mr Yeriswamy Reddy/Mr Prashant Upadhyay2015 At Office No.40/1A, 4th Flr, Basappa Complex, Lavelle Road, Bengaluru-560001. Ph:-080- 49272400 Kotak Securities Limited., ‘Umiya Landmark’-Ii Flr., No:10/7 -Lavelle Rd.p: 66203601; Bhavnagar -A K Stockmart Pvt Ltd C/o. Siddharth Udaybhai Sarvaiya Siddharth Udaybhai Sarvaiya B/11- 12 Radheshyam Complex Below Idbi Bank Waghawadi Road 364002, IIFL 101, 102 Sterling Centre, Above Kotak Mahindra Bank, Waghwadi Road, Bhavnagar-364002, Bhilwara -A K Stockmart Pvt Ltd C/o Anil Kumar Ladha Anil Kumar Ladha 1-N-58 R.c.vyas Colony Near Water Tanki 311001, A K Stockmart Pvt Ltd C/o. Pr Financial Consultants Pvt Ltd Prabir Kumar Rath 18 Bapuji Nagar 751009, IIFL 1st Floor, Somi Palace, M5/17, Acharya Vihar, Bhubaneshwar, 751013, IIFL 18/194 A29 And 4th Floor, Parco Complex Kallai, Road, Calicut-673002, Calicut -IIFL 18/194 A29 And 4th Floor, Parco Complex Kallai, Road, Calicut-673002, Chandigarh -IIFL Sco 3015/16, Opp. Kisan Bhawan, 2nd Floor, Sec 22D, Chandigarh, Chandigarh, 160022, IIFL India Infoline Ltd, Sco-114-115, 2nd Floor/Sec-34 A, Chandigarh-160022, Chennai -A K Stockmart Pvt Limited I Dhinakaran No.17A, 1st Floor, Wellington Estate, Ethiraj Salai, Egmore 600008, IIFL India Infoline Tower, No.143, M.g.r. Road, Near Lifeline Hospital, Perungudi, Chennai-600096, IIFL India Infoline Ltd - Ganesh Complex, No-203, 2nd Floor, Anna Salai, Teynampet, Chennai - 600018, Jm Financial Services Ltd Mr Mn Kalaiselvan/Mr. G Ramesh/Ms. Sumithra Gee Gee Crystal - 5th Floor, 91-92. Dr.radhakrishnan Salai, Mylapore, Chennai 600 004, Jm Financial Services Ltd Mr B Kalaiselvan/Mr. G Ramesh/Ms. Sumithraseethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road), Chennai - 600002 Ph:044-4225 5666/59 Kotak Securities Limited., Grr Business Cneter, No. 21, Vaidyaraman Street, T Nagar. p:66462000; Axis Securities Ltd, 11, Vijay Delux Apts., 7/4 First Main Road, Cit Colony, Mylapore, Pin:600004, Ph:044-39184335/4226, Coimbatore -IIFL No 657, 4th Floor, Tri Star Towers, Avanashi Road, Coimbatore-641037, A K Stockmart Pvt Ltd C/o. Biswa Prasad Das Biswa Prasad Das 2nd Floor Kb Complex Station Road Near Hp Petrol Pump College Square 753003, A K Stockmart Pvt Ltd C/o. Vikash Srivastava Vikash Srivastava Kaibalya 1st Floor Link Road Above Ing Vyasa Bank 753012, Kotak Securities Limited., 1st Floor, Red Rose Chamber, 1437, Trichy Road. p: 6699666; Dehradun -IIFL 27B, 1st Floor, Above Lg Showroom, Rajpur Road, Dehradun-248001, Delhi (Include Noida)-IIFL 310, 311, 312, 3rd Floor, Ashoka Estate, 24, Barakhamba Road, Connaught Place, Delhi, 110001, IIFL India Infoline Limited, 310, 313, Third Floor, Ashoka Estate, Barakhamba Road, New Delhi-110001, Dhanbad -A K Stockmart Pvt Ltd C/o. Poonam Agarwal Poonam Agarwal Narayani Securities 307 Sai Ram 09864014385Laza Bank More 826001, IIFL Office No. 5, First Floor, Mahaluxmi Metro Tower, Plot No C1, Sector 4, Vaishali, Ghaziabad -201010, Gorakhpur -A K Stockmart Pvt Ltd C/o. Dhiraj Kumar Gupta Dhiraj Kumar Gupta 1st Floor Ram Govind Complex Opp Raj Cinema Sumer Sagar Road 273001, Gurgaon -IIFL Iifl, Plot No-98, Udyog Vihar Phase -Iv, Gurgaon, Haryana Pin- 122016, Guwahati -A K Stockmart Pvt Ltd C/o. Amit Investment Ratanlal Jain 1st Floor Room No. 1 Kamakhya Umananda Bhawan A.T. Road 781001, A K Stockmart Pvt Ltd C/o. Paras Mal Jain Paras Mal Jain Saraf Bldg Annex R No 5 3rd Floor At Road 781001, Gwalior -IIFL Ground Floor, D1, Basant Vihar, Gwalior-474002, Hissar -A K Stockmart Pvt Ltd C/o. Indrawati Sharma Indrawati Sharma Bld-22-24 Pushpa Complex 125005, Hyderabad -IIFL My Home Sarovar Plaza, 5th And 6th Floor No. 5-9-22, Shapurwadi, Adarshnagar, Opp:- Secretariat, Hyderabad, 500004, IIFL India Infoline Ltd - #5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad - 500004, Jm Financial Services Ltd Mr Chandrasekhar/Mr. Kalyan Chakravarthy 9-10 Uma Chambers, 3rd Floor, Banjara Hills, Hyderabad 500 034, Jm Financial Services Ltd Mr Chandrasekhar/Mr. Satish Raja, 9-10 Uma Chambers, 3rd Floor, Banjara Hills, Hyderabad Kotak Securities Limited., 9-1-777, 4th Flr, Beside Itc Bldg, S D Rd, (Lane Opp To Dbr Diagnosis), P:65326394; Axis Securities Ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr., Somajiguda, Pin:500082, Ph:040-39893626/30658502, Indore -IIFL 106/107 1st Floor Arean Hights Ab Road Opp C21 Mall, Indore, 452001, Jm Financial Services Ltd Mr. Manish Upadhyay/Ms. Arti Ug-7 & 8, Ground Floor, D M Tower, 21/1, Race Course Road, Indore 452 004, Jm Financial Services Ltd Mr. Vedprakash Dhimole/Ms. Artiug-7 & 8, Ground Floor, D M Tower, 21/1, Race Course Road, Indore 452 004 Ph:0731-4742100/4742119 Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road. p:2537336; Jabalpur -IIFL 255, 2nd Floor, Napier Town, Model Road, Shastri Bridge, Jabalpur-482001, Jaipur -A K Stockmart Pvt Ltd C/o. Hem Securities Ltd Babita 203 Jaipur Tower M.I rd 302001, IIFL 403, 404 And 405, 4th Floor, City Mall, C-21B, Bhagwan Das Road, C -Scheme, Jaipur, Rajasthan - 302001, Jm Financial Services Ltd Mr Sanwar Mal Bhargav G -7 & G-8, Brij Anukamba, Plot No. K-13, Ashoka Marg, C-Scheme, Jaipur 302 001, Jm Financial Services Ltd Mr Sanwar Mal Bhargavg -7 & G-8, Brij Anukamba, Plot No.K-13, Ashoka Marg, C-Scheme, Jaipur 302 001 Ph:0141-4384400 Jalandhar -IIFL Second Floor, Sai Mall, Model Town, Near Kfc, Jalandhar, Punjab-144001, Jamnagar -A K Stockmart Pvt Ltd C/o. Alpesh N Dattani Alpesh N Dattani 2-A Second Floor Avantika Complex Limda Lane 361001, Jamshedpur -IIFL 2nd Floor, Om Tower, Main Road, Bistupur, Jamshedpur, Jamshedpur, 831001, Jodhpur -A K Stockmart Pvt Ltd C/o. Virendra Mehta Virendra Mehta 204 Poonamcomplex Sardarpura 3rd Road 342003, IIFL Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001, Junagadh -IIFL Moti Palace, 1st Floor, Office No. 2, Opp. Raiji Baug, Moti Baug, Junagadh - 362001, Kanpur -A K Stockmart Pvt Ltd C/o. Spfl Securities Limited Neeraj Jain Ground Floor 2G Kan Chamber 14/113 Civil Lines 208002 IIFL 45, Bhargava Estate, Civil Lines,Kanpur 208001, Kochi/Ernakulam -IIFL I, Ii And Iii Floor Sana Tower M.G. Road, Cochin, 682016, Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road. p: 2377386; Kolhapur -IIFL India Infoline Ltd, C S No 1089 E Ward 2 nd Floor, Anand Plaza Near Icici Bank, Rajaram Road Rajarampuri 416001, Kolkata -A K Stockmart Pvt Limited Suman Banerjee Om Towers, Unit No.1408, 14th Floor, 32, J.l.nehru Road 700071, IIFL India Infoline Ltd. 5Th, 7th And 9th Floor Ac Market 1 Shakesphere Sarani, Kolkatta, 700071, IIFL India Infoline Ltd - Zonal Off, 9th Floor, 1, Shakespere Sarani, Acmarket, Theatre Road Kolkata - 44 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 700071, Jm Financial Services Ltd Mr. Bhaskar Chaterjee Kankaria Estate, 8th Flr, 6th Little Russell Street, Kolkata 700 071, Kotak Securities Limited., “Govind Bhawan” Ground Floor, 2 Brabourne Road, P: 033-66156200; Kota -IIFL H.no. 12/192, Aashirwad Gaurav Plaza, 2nd Floor, Shop No. 3, 4, 5&6, Gumanpura, Kota, Rajasthan-324007, Jm Financial Services Ltd Mr. Bhaskar Chaterjeekankaria Estate, 8th Flr, 6th Little Russell Street, Kolkata 700 071 Ph: 033-40310330 Lucknow -IIFL 4th Floor, Dtl Plaza, 19 Way Road, Adjacent To P.k. Complex, Lucknow, 226001, Ludhiana -IIFL 504, 5th Floor, Sco - 18, Feroze Gandhi Market, Ludhiana (Punjab)-141001, Madurai -IIFL No.55, Second Floor East Veli Street, Madurai, 625001, Mangalore -IIFL No 18, 19 &20, 2nd Flr Manasa Towers M.g.road, Mangalore - 575003, Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; Meerut -IIFL 2A, 2nd Floor, Above Hdfc Bank, 381, Western Kethehary Road, Meerut, 250002, Mumbai -A K Stockmart Pvt Limited Sanjay Shah 30-39, Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point 400021, IIFL IIFLHouse, Sun Infotech Park, Road No 16V, Plot No B-23, Midc, Thane Industrial Area, Wagle Estate, Thane, 400604, IIFL India Infoline Ltd, Off No-1A, Building No 105, Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001, Jm Financial Services Ltd Mr Kaushik Datta/R Mukundan/Ms Armin Irani 2, 3, 4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001, Jm Financial Services Ltd Mr Ashit Vora 1st Floor, Patel House, Next To Bank Of Baroda, M G Road, Vileparle (E), Mumbai 400 057, Jm Financial Services Ltd Ms Jyotsna Solanki/Mr C V George 1st Floor, New Pushpanjali Ii, Jambli Galli, (Factory Lane), Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092., Jm Financial Services Ltd Mr. Tilak Sanil/Mr. Biren Solanki 424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai 400 075, Jm Financial Services Ltd Mr. Kedar Pimputkar Ground Floor, Anushka, New Link Rd, Andheri (West), Mumbai 400 053, Jm Financial Services Ltd Mr. Nayan Parikh Office No.2, 1st Floor, Patel Shopping Center, Near Malad Subway, Sainath Road, Malad (West ), Mumbai 400 064, Jm Financial Services Ltd Mr Kaushik Datta/R Mukundan/Ms Armin Irani2, 3, 4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001 Ph:022-2266 5577 - 80, 6136 3400, Jm Financial Services Ltd Mr Ashit Vora/Mr. Atul Shukla602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing, Vile Parle (East), Mumbai 400 057 Ph:022-26636731-34, 26135202-03, Jm Financial Services Ltd Ms Jyotsna Solanki/Mr C V George1st Floor, New Pushpanjali Ii, Jambli Galli, (Factory Lane), Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092. Ph:022- 33101400, Jm Financial Services Ltd Mr. Tilak Sanil/Mr. Biren Solanki424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai 400 075 Ph:022-45058700, Jm Financial Services Ltd Mr. Himanshu Mayne/Mr. Kedar Pimputkarground Floor, Anushka, New Link Rd, Andheri (West), Mumbai 400 053 Ph:022- 66191600/612, Jm Financial Services Ltd Mr. Nayan Parikhoffice No.2, 1st Floor, Patel Shopping Center, Near Malad Subway, Sainath Road, Malad (West ), Mumbai 400 064 Tel No - 288 22 831 / 32 /34, Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank Of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; Axis Capital Ltd, 4A/5C, Khatau Bldg., Ground Floor, Alkesh Dinesh Mody Marg, Fort, Pin:400001, Ph:022-22677901 Muzaffar Nagar -A K Stockmart Pvt Ltd C/o. Mani Kanta Jain Mani Kanta Jain 15-D Vakil Road New Mandi 251001, Mysore -IIFL No. 858, 859/Ch20, Nakshatra, 2nd Floor, Narayana Shastri Road, Kr Mohalla, Mysore, Pin-570024, Nagpur -IIFL 3th Floor Shreejee Krupa Building, Gandhi Square, New Itwari Road, Nagpur-440002, Nasik -IIFL Office No 10 & 11, First Floor, Viraj Corner Bldg., Sharanpur Road, Canada Corner, Nashik, Nasik, 422005, Navi Mumbai - Jm Financial Services Ltd Mr. Meghnath/Ms. Vaishali Pawar301, 3rd Floor, Vardhman Market, Sector 17, Above Dcb, Vashi, Navi Mumbai Ph: 6632 9200/03/04/27896024-26 New Delhi -A K Stockmart Pvt Limited Sandeep Sharma 609, 6th Floor, Antriksh Bhawan, 22 Kasturba Gandhi (K.g)Marg, Connaught Place, 110001, Axis Capital Ltd, 2nd Floor, Red Fort Capital, Parsvanath Towers, Bhai Veer Sing Marg, Near Gole Market, Pin:110001, Ph:011-43556496/97, Jm Financial Services Ltd Mr Prasad Nair/Mr C S Tiwari5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001 Phone (011) 49537800, Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.p:66313131 Pune -A K Stockmart Pvt Limited Makarand Apte Office No. 705, 7th Floor, Sohrab Hall, 21, Sasoon Road 411001, Axis Capital Ltd, 1248 A, Asmani Plaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana, Pin:411004, Ph:020-30547125, IIFL Lohia Jain It Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road, Pune, 411038, IIFL : India Infoline Ltd, Plot No 886, Cts -1249/1250, Office No. C, Above Greetwel, Goodluck Chowk Deccan Gymkhana Pune 411004, Jm Financial Services Ltd Mr Anand Shirke/Mr Sanjay Yelwande 205 Business Guild, Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune 411 004, Jm Financial Services Ltd Mr Anand Shirke/Mr Sanjay Yelwande205 Business Guild, Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune 411 004 Ph:020-4903 1601/600 Raipur -IIFL 1st Floor, Nagdev Plaza, Block A, Jai Road, Kutchery Chowk, Raipur, 492001, Rajkot -IIFL 2nd & 3rd Floor, Millennum Square, Opp. Girnar Cinema, Phulchhab Press, Rajkot, 360001, Jm Financial Services Ltd Mr Sona Verghese 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017, Jm Financial Services Ltd Mr Sona Verghese202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017 Ph:0281-6194000; Axis Securities Ltd, 703, 7th Floor, Star Chambers, Harihar Chowk, Pin:360001, Ph:9724333149/ 9427200149 Ranchi -IIFL 4th Floor, Kaushalya Chambers, P P Compound, Ranchi-834001, Secundarabad -Jm Financial Services Ltd Mr Mallesh/Mr Praveen Chary 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003, Jm Financial Services Ltd Mr. Kalyan Chakravarthy/Mr Mallesh/Mr Praveen Chary3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003 (040) 40105200 Surat -A K Stockmart Pvt Ltd C/o. Concept Securities Pvt. Ltd Hemant Ishverlal Desai 401 Empire State Building Nr. Udhna Darwaja Ring Road 395002, IIFL 701, 702, 709, 710, 21st Century Business Centre, Ring Road, Surat, Surat, 395002, Jm Financial Services Ltd Mr. Dipen Shah /Mr Nishant Trivedi 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Surat 360 002, Jm Financial Services Ltd Mr. Dipen Shah /Mr Nishant Trivedia Wing, 2nd Floor 202 International Commerce Centre Bldg, ( Icc Bldg ), Near Kadiwala School, Majura Gate, Ring Road, Surat - 395002 Ph:0261-4081700, Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.ganga Palace, Opp.idbi Bank, Ghoddod Road.p: 2254553; Surendranagar -A K Stockmart Pvt Ltd C/o. Damyantiben Harivallabhbhai Jani Damyantiben Harivallabhbhai Jani 2-A Second Floor Avantika Complex Limda Lane 361001, Thiruvananthapuram -IIFL 2nd Floor, Menathottam Chambers, Pattom P.o, Trivandrum, Pin - 695004, Trichy -IIFL 74, Salai Road, Trichy-620018, Vadodara -A K Stockmart Pvt Ltd C/o. Nishil Marfatia Nishil Marfatia 216 402- Glaxy Complex Near Pizza Inn Jetalpur Road 390007, Jm Financial Services Ltd Mr. Ghanshyam Vyas/Mr Rashmin Jadhav G1ground Floor, Shohan, 49 Alkapuri Society, Opp. Hdfc Babk, Alkapuri, Vadodara 390 007, IIFL 3rd Floor, Bhagwandas Chamber, Opp Circuit House, Rc Dutt Road, Baroda-390007, IIFL India Infoline Ltd - 3rd Floor, Bhagwan Chambers, Opp. Circuit House, Alkapuri, Baroda - 390007, Jm Financial Services Ltd Mr. Ghanshyam Vyas/Mr Rashmin Jadhavg1ground Floor, Shohan, 49 Alkapuri Society, Opp. Hdfc Babk, Alkapuri, Vadodara 390 007 Ph:0265-6191300; Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Pin:390007, Ph:--9377225295 Varanasi -A K Stockmart Pvt Ltd C/o. Shriram Distributor Sanjay Kapoor D-64/127 C-H Arihant Complex Nagar Nigam Road Sigra 542001, IIFL Arihant Complex, D-64/127 C-H, Third Floor, Sigra, Varanasi - 221010, Vijayawada -IIFL D.no12-11-5, Opp.hdfc Bank Raja Rangayya Appa Rao Street, Vijaywada, 520001, Visakhapatnam -IIFL India Infoline Ltd, 4th Floor, Sai Trade Centre, Axis Bank Building, Dwarkanagar Vizag-530016, Jm Financial Services Ltd Mr Satish Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, Cbm Compound, Near Rama Talkies Junction, Visakhapatnam 530 003, Jm Financial Services Ltd Mr Satish Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, Cbm Compound, Near Rama Talkies Junction, Visakhapatnam 530 003 (0891) 6603800

EDELWEISS SECURITIES LIMITED Ahmedabad : Edelweiss Broking Limited; 404/A, 4th Floor, Opp. Sambhu Coffe Bar, St. Xaviers College Road, Navrangpura, Ahmedabad - 380006, Tel: 079-69000020; IDBI Capital Market Services Limited; 314, 3rd Floor Crystal Arcade, Beside Bsnl Complex, Near Girish Cold Drink Cross Road, C G Road, Ahmedabad - 380006, Tel: 079-40075054; India Infoline Finance Limited; 301, 3rd Floor, Rembrandt Building, Opp.Associate Petrol Pump, Ahmedabad-380009, Tel: 9727737108; India Infoline Finance Limited; 2nd floor, 3rd Floor & 4th Floor, High Street- I, Above Promart Showroom, Opp. Law Garden, Near Law Garden Cross Road, Ahmedabad, 380006, Tel: 079-39874070; JM Financial Services Limited; G-10 Chinubhai Centre, Gr. Flr, Nehru Bridge Corner, Ashram Road, Ahmedabad 380 009, Tel: 079-2657 6666; Networth Stock broking Limited; Monarch, Opp.Ishwar Bhuvan, Commerce Six Road, Navarangpura, Ahmedabad - 380 009, Tel: 079 - 26666514/500; Religare Securities Limited; Religare Securities Limited, 2nd Floor, Dev Complex, Opp.Parimal Garden, Ahmedabad., Tel: 044-43900664; Bangalore : Edelweiss Broking Limited; The Onyx Centre, Building No. 5, 2nd Floor Above Nandi Toyota Showroom Museum Road Bangalore - 560001, Tel: 080-32474731; IDBI Capital Market Services Limited; 2nd Floor, Globe House, 105 Richmond Road, Bangalore - 560025, Tel: 080-22117859; India Infoline Finance Limited; SG007, South block, Manipal Centre, Deckenson Road Banglore-560042, Tel: 9243689412; India Infoline Finance Limited; #31/9, Krimson Square, 2nd Floor, ABOVE Vishal Megamart, Roopena Agrahara, Begur Hobli, Hosur main Road, Nr Silk Board junction, Bangalore, 560068, Tel: 8067158118; JM Financial Services Limited; 2015 at Office No.40/1A, 4th Flr, Basappa Complex, Lavelle Road, Bengaluru-560001., Tel: 080- 49272400; Bhopal : IDBI Capital Market Services Limited; Harisons House, Upper Ground Floor, 6 Malviya Nagar, Nr. Raj Bhavan Rdbhopal - 462003, Tel: 0755-2760010; Bhubaneshwar : IDBI Capital Market Services Limited; Idbi House, Janpath, Unit Ix, Bhubaneshwar - 751022, Tel: 0674-3208801; India Infoline Finance Limited; 1st Floor, Somi Palace, M5/17, Acharya Vihar, Bhubaneshwar, 751013, Tel: 9937020268; Chandigarh : India Infoline Finance Limited; SCO-3015-3016, ​2nd Floor, ​​Sec-22D, Chandigarh, Pin Code-160022, Tel: 7087438881; Chennai : India Infoline Finance Limited; Ganesh Complex, No-203, 2nd Floor, Anna Salai, Teynampet, Chennai - 600018, Tel: 9940198750; India Infoline Finance Limited; India Infoline Tower, No.143, M.G.R. ROAD, Near Lifeline Hospital, Perungudi, Chennai, 600096, Tel: 044-66093677; JM Financial Services Limited; Seethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road), Chennai - 600002, Tel: 044-28299888; Religare Securities Limited; Religare Securities Ltd, “Citi Tower”, 4th Floor, 117 Sir Theagaraya Road, T.Nagar, Chennai - 600 017, Tel: 44010933; Gurgaon : India Infoline Finance Limited; IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana PIN- 122016, Tel: 706512644; Guwahati : IDBI Capital Market Services Limited; C/o. Idbi Limited., Idbi House, 4th Floor, North Eastern Zonal Office, G. S. Road, Guwahati - 781005, Tel: 0361-2450708; Hyderabad : Edelweiss Broking Limited; 2nd Floor, Mb Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016, Tel: 040-40316911; INDIAN RAILWAY FINANCE CORPORATION LIMITED 45 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS IDBI Capital Market Services Limited; Dbi Capital Market Services Limited., C/o. Idbi Limited., 3rd Floor, Idbi House, D. No. 5-9-89 / 1 & 2, Chapel Road, P. B. No. 370, Hyderabad - 500001, Tel: 040-66747540; India Infoline Finance Limited; India Infoline Ltd - #5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad - 500004, Tel: 7095317440; India Infoline Finance Limited; My Home Sarovar Plaza, 5th and 6th floor No. 5-9-22, Shapurwadi, Adarshnagar, Opp:- Secretariat, HYDERABAD, 500004, Tel: 040-44889518; JM Financial Services Limited; 9-10 Uma Chambers, 3rd Floor, Banjara Hills, Hyderabad 500 034, Tel: 040- 40105900; JM Financial Services Limited; 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003, Tel: (040) 40105200; Indore : IDBI Capital Market Services Limited; 204, 2nd Floor, Sapphire Heights, Scheme No. 54Pu -3, 12 Ab Road, Opp. C-21 Mall, Vijay Nagarindore - 452010, Tel: 0731-2554229; JM Financial Services Limited; UG-7 & 8, Ground Floor, D M Tower, 21/1, Race Course Road, Indore 452 004, Tel: 0731-4742100; Jaipur: Edelweiss Broking Limited; S-16/A, 3rd Floor, Landmark Building, Opposite Jai Club, Mahaveer Marg, C-scheme, Jaipur. 302001, Tel: 0141-4045167; India Infoline Finance Limited; 2nd Floor, 112-7, Madhyam Marg, Vijay Path, Agarwal Farm, JAIPUR, 302018, Tel: 0141-5161754; JM Financial Services Limited; G -7 & G-8, Brij Anukamba, Plot No.K-13, Ashoka Marg, C-Scheme, Jaipur 302 001, Tel: 0141-4384400; Kochi/Ernakulam : India Infoline Finance Limited; I, II and III Floor Sana Tower M.G.Road, COCHIN, 682016, Tel: 0484-4028074; Kolkata : Edelweiss Broking Limited; Office No. 4, 6th Floor, Poddar Court, Gate No - 2, 18, Rabindra Sarani, Kolkata -700001, Tel: 033-30081391; IDBI Capital Market Services Limited; 6th Floor, “Idbi House”, 44, Shakespeare Sarani, Kolkata - 700017, Tel: 033-40031149; India Infoline Finance Limited; Zonal Off, 9th Floor, 1, Shakespere Sarani, ACMarket, Theatre Road Kolkata - 700071, Tel: 9830009608; India Infoline Finance Limited; India Infoline Ltd. 5th, 7th and 9th Floor AC Market 1 Shakesphere Sarani, KOLKATTA, 700071, Tel: 9903956007; JM Financial Services Limited; Kankaria Estate, 8th Flr, 6th Little Russell Street, Kolkata 700 071, Tel: 033-40310330; Religare Securities Limited; Religare Securities Ltd, 10th Floor Arcadia Central, 4A Camac Street, Kolkata 700016, Tel: 0120-3392418; Mumbai : Edelweiss Securities Limited; Edelweiss 104, 1st Flr, P J Towers, Stock Exchange Bldg, Fort, Mumbai- 400001, Tel: 022-67471345; Edelweiss Broking Limited; Edelweiss Viray Deep Apts, Chandaverkar Road, Opp Mayur Tower, Borivali (W). Mumbai-400092, Tel: 022-28336310; Edelweiss Broking Limited; Edelweiss 105, 1st Flr, P J Towers, Stock Exchange Bldg, Fort, Mumbai- 400001, Tel: 022-67471345; Edelweiss Broking Limited; G1, Ground Floor, Ararat Building, Nagindas Master Road, Near Bse, Opp. Dwarka Hotel, Fort, Mumbai - 400001, Tel: 022-67494580; Edelweiss Broking Limited; Edelweiss Atlantic Commercial Tower, Rb Mehta Road, Nr. Patel Chouk, Ghatkopar East, Mumbai-400077, Tel: 022-25012611; Edelweiss Broking Limited; Office No 111, 1st Floor, Dheeraj Heritage, Near Milan Subway, Santacruz West, Mumbai-400054, Tel: 022-26609338; Ashika Stock Broking Limited; 1008, Raheja Centre, 10th Floor, 214 Nariman Point Mumbai-21; Asit C Mehta Investments Intermediates Limited; 67, Poddar Chamber, 3Flr, S.A.Brelvi Road, Fort, Mumbai -400001, Tel: 022-61325959; Asit C Mehta Investments Intermediates Limited; Nucleus House.Saki-Vihar Road, Andheri-E, Mumbai -400072, Tel: 022-28583333; IDBI Capital Market Services Limited; Mafatlal Centre, 3rd Flr, Nariman Point, Mumbai - 400021, Tel: 022-43221212; India Infoline Finance Limited; Off No-1A, Building No 105, Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001, Tel: 9167997482; India Infoline Finance Limited; IIFL House, Sun Infotech Park, Road No 16V, Plot No B-23, MIDC, Thane Industrial Area, Wagle Estate, THANE, 400604, Tel: 022-41035000; India Infoline Finance Limited; IIFL Centre, Trade Tower, Wing B and Extension, Kamala City, Senapati Bapat Marg, Lower Parel, MUMBAI, 400013, Tel: 022-42499000; JM Financial Services Limited; 2, 3, 4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001, Tel: 022-2266 5577; JM Financial Services Limited; 602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing, Vile Parle (East), Mumbai 400 057, Tel: 022-26636731; JM Financial Services Limited; 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane), Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092., Tel: 022- 33101400; JM Financial Services Limited; 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi, Navi Mumbai, Tel: 6632 9200; JM Financial Services Limited; 424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai 400 075, Tel: 022-45058700; JM Financial Services Limited; Ground Floor, Anushka, New Link Rd, Andheri (West), Mumbai 400 053, Tel: 022- 66191600; JM Financial Services Limited; Office No.2, 1st Floor, Patel Shopping Center, Near Malad Subway, Sainath Road, Malad (West ), Mumbai 400 064, Tel: 288 22 831; KJMC Capital Market Services Limited; 168, 16th Floor, Atlanta Building, Nariman Point, Mumbai - 400 021. Tel: 40945500; Networth Stock broking Limited; 9th Floor, 901/902, Atlanta Centre, Sonawala Lane, Goregaon East, Mumbai - 400 063, Tel: 30641664/1600; Religare Securities Limited; Religare Securities Ltd, 3RD Floor, Kozzy Complex, Ramchandra Lane, Malad (W), Mumbai - 400 064, Tel: 079-29830430; Sharekhan Ltd; 10th Flr., Beta Building, Lodha Ithink Techno Campus, Opp. Kanjurmarg, Railwaystation, Kanjurmarg (East) :- 400042; Nagpur : IDBI Capital Market Services Limited; 1st Floor, Sanskrutik Sankul, Next To Idbi Bankzansi Rani Square, Sitabuldi, Nagpur - 440012, Tel: 0712-2527348; New Delhi : Edelweiss Broking Limited; Edelweiss 8-B, 8th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001, Tel: 011-46501116; IDBI Capital Market Services Limited; C/o. Idbi Bank Limited, 51/3 2nd Floor Deshbandhu Gupta Road, Opposite Khalsa College, Karol Baghnew Delhi - 110005, Tel: 011-47017131; India Infoline Finance Limited; 510 Fifth Floor, Ashoka Estate, Barakhamba Road, New Delhi-110001, Tel: 9811351186; India Infoline Finance Limited; 71/3, Ist Floor Najafgarh Road Industrial Area, Moti Nagar, Delhi, 110015, Tel: 9911185735; JM Financial Services Limited; 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001, Tel: 011-49537800; Noida : Religare Securities Limited; GYS Global, 2nd Floor, Plot no A3, A4, A5, Sector 125, Noida, U.P. -201301, Tel: 0120-3392418; Religare Securities Limited; Religare Securities Ltd, GYS Global, 2nd Floor, Plot no A3, A4, A5, Sector 125, Noida, U.P. -201301, Tel: 0120-3392418; Patna : IDBI Capital Market Services Limited; Patna Branch Office, 205, 2nd Floor, Grand Plaza, Fraser Road, Patna - 800001, Tel: 0612-3200687; Pune : Edelweiss Broking Limited; 101 To 106, 1st Floor, Siddarth Tower, Behind City Pride Talkies, Kothrud, Pune - 411029, Tel: 020-66056672; IDBI Capital Market Services Limited; Office No. 32, 2nd Floor, Building B, Wing C, Shrinath Plaza, Modern College, Shivagi Nagar, Pune - 411004, Tel: 020-32913133; India Infoline Finance Limited; Plot No 886, CTS -1249/1250, Office No. C, Above Greetwel, Goodluck Chowk Deccan Gymkhana Pune 411004, Tel: 9579556920; India Infoline Finance Limited; Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road, PUNE, 411038, Tel: 020-41045855; JM Financial Services Limited; 205 Business Guild, Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune 411 004, Tel: 020-4903 1601; Rajkot : JM Financial Services Limited; 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017, Tel: 0281-6194000; Surat : Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S Itc, Majuragate, Ring Road, Surat - 395002, Tel: 0261-2460537; India Infoline Finance Limited; 701, 702, 709, 710, 21st Century Business Centre, Ring Road, Surat, SURAT, 395002, Tel: 0261-4030656; JM Financial Services Limited; A Wing, 2nd Floor 202 International Commerce Centre Bldg, ( ICC Bldg ), Near Kadiwala School, Majura Gate, Ring Road, Surat - 395002, Tel: 0261-4081700; Vadodara : India Infoline Finance Limited; 3rd Floor, Bhagwan Chambers, Opp. Circuit House, Alkapuri, Baroda - 390007, Tel: 0265- 6197504; JM Financial Services Limited; G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 007, Tel: 0265-6191300; Vishakapatnam : JM Financial Services Limited; Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam 530 003, Tel: 0891- 6603800.

ICICI SECURITIES LIMITED AGRA : Bonanza Portfolio, Attn : Mannu Jain, C/o Manu Jain, Plot No. 102, 1st Floor, Puneet, Vrindavan, Sanjay Place Agra--2, Tel - 0-9219556377; SMC Global, F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708; AHMEDABAD : Bonanza Portfolio, Attn : Brijendra, 401, Shital Varsha Arcade; Nr. Girish Cold Drink, Cross Road; C G Road, Ahmedabad - 380009, Tel - 9374986373; JM Financial Services, Mr Bhavesh Shah/Mr.Girish Shah, G-10 Chinubhai Centre, Gr. Flr, Nehru Bridge Corner, Ashram Road, Ahmedabad - 380 009, Tel - 079-2657 6666 - 70; Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; Pravin Ratilal, Sakar-I, 5th Floor, Navrangpura, Ahmedabad - 380009, Tel - 26553700; SMC Global, 10-A, Kalapurnam, C G Road, Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200; ANAND : Bonanza Portfolio, Attn : Nikhil / Kamal Kapasia, G-10, Phalguni Trade Vaiderbhi Complex, Nr V V Nagar Rly St, Gidc, Vittal Udyog Nagar, Anand - 388121, Tel - 9825946815; BANGALORE : Axis Capital Limited, 2A, 2nd Floor, Redifice Signature, Hospital Road Bangalore - 560001, Ph : 080- 40333222; Bonanza Portfolio, Attn : ILayaz, No. 1386, Iii Fl, Sln Plaza, Shivaji Nagar, Jayanagar, Bangalore - 11, Tel - 9748485576; JM Financial, Mr Yeriswamy Reddy/Mr Prashant Upadhyay, 2015 at Office No.40/1A, 4th Flr, Basappa Complex, Lavelle Road, Bengaluru-560001., Ph:-080- 49272400; Kotak Securities Limited., ‘Umiya Landmark’-II Flr., No:10/7 -Lavelle Rd.P: 66203601; SMC Global, 2003/2, 2nd Floor, (above tata docomo showroom), 100 ft road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699; CHENNAI : Axis Cap C/o. Axis Securities Ltd, 11, Vijay Delux Apts., 7/4 First Main Road, CIT Colony, Mylapore, Pin:600004, Ph:044-39184335/4226; Bonanza Portfolio, Attn : Sanjeev Agarwal, S K L S Complex, 1st Floor No.164/21, G N T Road, Red Hills, Chennai - 600052, Tel - 044-26320877; JM Financial, Mr B Kalaiselvan/Mr. G Ramesh/Ms. Sumithra, Seethakathi Business Centre, Unit No.216, Second Floor, 684-690, Anna Salai (Mount Road), Chennai - 600002, Ph:044-4225 5666/59; Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; SMC Global, Salzburg square, flat no.1, 3rd Floor, Door no .107, Harrington Road Chetpet, Chennai-600 031.; COIMBATORE : Kotak Securities Limited., 1st Floor, Red rose chamber, 1437, Trichy road.P: 6699666; DEHRADUN : SMC Global, 7, 8, 9&10 Shiva Palace, Second Floor, Rajpur Road Dehradun 248001 Ph no 8755595566; GHAZIABAD : Bonanza Portfolio, Attn : Mohit Gupta, FF - 12 A, Parsavnath Majestic Arcade, Vaibhav Khand, Indirapuram, Ghazibad, U.P. - 201010, Tel - 9312051802; HISSAR : SMC Global, Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332; HYDERABAD : Axis Securities Ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr., Somajiguda, Pin:500082, Ph:040-39893626/30658502; JM Financial Services, Mr Chandrasekhar/Mr. Satish Raja, 9-10 Uma Chambers, 3rd Floor, Banjara Hills, Hyderabad - 500 034, Tel - 040- 6636 0009/10/12/46; JM Financial, Mr. Kalyan Chakravarthy/Mr Mallesh/Mr Praveen Chary, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003, (040) 40105200; Kotak Securities Limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (Lane Opp to DBR Diagnosis), P:65326394; SMC Global, 206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S D Road, Secunderabad, 500003 Ph no 9347453777; INDORE : Bonanza Portfolio, Attn : Hemant, 421/422, Dm Tower, 21/1, Race 46 INDIAN RAILWAY FINANCE CORPORATION LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Course Road, Indore MP, Indore - 452001, Tel - 9329565063; JM Financial, Mr. VedPrakash Dhimole/Ms. Arti, UG-7 & 8, Ground Floor, D M Tower, 21/1, Race Course Road, Indore 452 004, Ph:0731-4742100/4742119; Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road. P:2537336; SMC Global, 206, Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666; JAIPUR : JM Financial, Mr Sanwar Mal Bhargav, G -7 & G-8, Brij Anukamba, Plot No.K-13, Ashoka Marg, C-Scheme, Jaipur 302 001, Ph:0141-4384400; SMC Global, 201, 2nd Floor, Shyam Anukampa Building, Nr. Ahinsa Circle, Opp. HDFC Bank, Ashok Marg, C-Scheme, Jaipur-302001; JAMSHEDPUR : SMC Global, K2-L1 Tiwary Becher Complex, P.O. Bistupur, Jamshedpur 831001 Ph no 9934399678; JODHPUR : Bonanza Portfolio, Attn : Kartavya, 60-61-62, Vimal Kunj, Manji Ka Hatha, Opp. Bsnl Office, Paota, Jodhpur - 342001, Tel - 9785702100; KANPUR : SMC Global, SHOP NO: G-21, Ground Floor, City Centre, The Mall, Kanpur-228001 ph no 9305358433; KOCHI : Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATA : Bonanza Portfolio, Attn : Bibek, 6th Floor, 16A, Brabourne Road, Kolkata - 700 001, Tel - 9007760004; JM Financial Services, Mr. Bhaskar Chatopadyay, Kankaria Estate, 8th Flr, 6th Little Russell Street, Kolkata - 700 071, Tel - 033-3987 0330; Kotak Securities Limited., “Govind Bhawan” Ground Floor, 2 Brabourne Road, P: 033-66156200; SMC Global, 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor, Kolkatta -700001 Ph no 09933664479; KOTA : SMC Global, 4-a-6 Talwandi Kota Rajasthan Ph no 09829116982; LUCKNOW : SMC Global, Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932; MANGALORE : Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI : ICICI Sec, Gr. Floor, H.T Parekh Marg, Back Bay Reclamation, Churchgate, Mumbai - 400020; ICICI Sec, Shree Sawan Knowledge Park, Gr. Floor, Plot No. D-507, T.t.c Industrial Area, M.I.D.C, Turbhe, Near Juinagar Railway Station, 400705; Axis Capital Ltd, 4A/5C, Khatau Bldg., Ground floor, Alkesh Dinesh Mody Marg, Fort, Pin:400001, Ph:022-22677901; Bonanza Portfolio, Attn : Abhinay Chikne, Delta House, J1, Cama Industrial Estate, Goregoan(E), Mumbai 400063, Maharashtra, Tel - 4059 5727; JM Financial, Mr Kaushik Datta/R Mukundan/Ms Armin Irani, 2, 3, 4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001, Ph:022-2266 5577 - 80, 6136 3400; JM Financial, Mr Ashit Vora/Mr. Atul Shukla, 602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing, Vile Parle (East), Mumbai 400 057, Ph:022-26636731-34, 26135202-03; JM Financial, Ms Jyotsna Solanki/Mr C V George, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane), Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092., Ph:022- 33101400; JM Financial, Mr. Meghnath/ Ms. Vaishali Pawar, 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi, Navi Mumbai, Ph: 6632 9200/03/04/27896024-26; JM Financial, Mr. Tilak Sanil/Mr. Biren Solanki, 424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai 400 075, Ph:022-45058700; JM Financial, Mr. Himanshu Mayne/Mr. Kedar Pimputkar, Ground Floor, Anushka, New Link Rd, Andheri (West), Mumbai 400 053, Ph:022- 66191600/612; JM Financial, Mr. Nayan Parikh, Office No.2, 1st Floor, Patel Shopping Center, Near Malad Subway, Sainath Road, Malad (West ), Mumbai 400 064, Tel No - 288 22 831 / 32 /34.; Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; LKP Securites, 93/95, Engineering Premises Co-op Soc, 3rd Floor, Next to J & K Bank, Nr. BSE, B.S.Marg, Fort, Mumbai - 400001, Tel - 22660171; Sharekhan, 10th Flr., Beta Building, Lodha Ithink Techno Campus, Opp. Kanjurmarg Railwaystation, Kanjurmarg (East) :- 400042, Tel - 61169179; SMC Global, 258, Perin Nariman Street First Floor Fort, Mumbai -400001 Ph no 09821111219, 9930055430; Sushil Financials, 12, Homji Street, Fort, Mumbai - 400 001; NEW DELHI : Axis Capital Ltd, 2nd Floor, Red Fort Capital, Parsvanath Towers, Bhai Veer Sing Marg, Near Gole Market, Pin:110001, Ph:011-43556496/97; Bajaj Capital, 97 Bajaj House, Nehru Place, New Delhi, Tel - 9769169697, 022-40099923; Bonanza Portfolio, Attn : Naresh Arora, 4353/4C, Madan Mohan Street, Ansari Road, Daryaganj-110002, Tel - 9871282129; JM Financial, Mr Prasad Nair/Mr C S Tiwari, 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001, Phone (011) 49537800; SMC Global, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464; SMC Global, 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929 9180469955,;SMC Global, 17, Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470, 9810059041,; Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; NAGPUR : Bonanza Portfolio, Attn : Anuj Badjate, Sanjay Apts, Opp Harne Mahila Samaj, 274, Dharampeth Extn, Nagpur, Tel - 0712-2532900; NOIDA : SMC Global, 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378; PUNE: Axis Capital Limited, Plot no 5, Sr.no 103, Unit no 201/202, Next Jan Avenue, behind ICC Tower, Crossword Lane, Senapati Bapat Road, Pune - 411004, Ph : 9890018150/9371218150; Bonanza Portfolio, Attn : Sanjay Badjate, Konark Class, Flat NoD-2, 1st Flr, 21/4/5, Bund Garden Pune 411001, Tel - 020-4014141; JM Financial, Mr Anand Shirke/Mr Sanjay Yelwande, 205 Business Guild, Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune 411 004, Ph:020-4903 1601/600; SMC Global, 3rd Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004; RAJKOT : Axis Securities Ltd, 703, 7th Floor, Star Chambers, Harihar Chowk, Pin:360001, Ph:9724333149/ 9427200149; JM Financial, Mr Sona Verghese, 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017, Ph:0281-6194000; SMC Global, Sunil M Shah 1st Floor Raj Ankit Opp. Panchnath Mandir Dr. Rajendra Prasad Road Rajkot-360001 Mob: 9824200424; SURAT : Bonanza Portfolio, Attn : Sunil, B/G-3, ”B” Wing Itc Centre, Majura Gate, Ring Road, Surat - 395003, Tel - 0261-3916666; JM Financial, Mr. Dipen Shah /Mr Nishant Trivedi, A Wing, 2nd Floor 202 International Commerce Centre Bldg, ( ICC Bldg ), Near Kadiwala School, Majura Gate, Ring Road, Surat - 395002, Ph:0261-4081700; Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553; SMC Global, 316, Empire State Building, Ring Road, Surat.395002. Mo : 9033002341; VADODARA : Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Pin:390007, Ph:--9377225295; Bonanza Portfolio, Attn : Kashyap S. Gupta, Office No. 1, 1st Floor, Sheel Commercial Complex, Race Course Rd, Ellora Park, Baroda - 390007, Tel - 02652-356339; JM Financial, Mr. Ghanshyam Vyas/Mr Rashmin Jadhav, G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 007, Ph:0265-6191300; VISAKHAPATNAM : JM Financial, Mr Satish, Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam 530 003, (0891) 6603800;

RR EQUITY BROKERS PRIVATE LIMITED Ahmedabad: RR Equity Brokers, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079- 40211888, Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; Bangalore: RR Equity Brokers, S-111,Manipal Centre,47,Deckenson Road,Banglore-42 080-42477177; Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; Axis Capital Ltd, 2A, 2nd Floor, Redifice Signature, Hospital Road Bangalore – 560001, Ph : 080-40333222; Chandigarh: RR Equity Brokers, SCO-89, First Floor, Sec-44C,Chandigarh 160047 Ph.: 0172-4620067, 2624896,2624796; Chennai: Axis Securities Ltd, : 11, Vijay Delux Apts., 7/4 First Main Road, CIT Colony, Mylapore, Chennai – 600004, Ph : 040 - 39184335/4226; 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; Dehradun: RR Equity Brokers, Shop No.17Shiva Palace 57/19 Rajpur Road Dehradun Uttarakhand 248001,Ph.+91-135-2714154; Faridabad: RR Equity Brokers, Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361;Hydrabad: Axis Securities Ltd, Axis Securities Limited, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda, Hyderabad – 500082, Ph : 040- 39893626/30658502 ; 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; Jaipur: RR Equity Brokers, 7,Katewa Bhawan,Opp. Ganapati Plaza, MI Road,Jaipur- 302001 0141-3235456;Kochi: Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; Kolkata: RR Equity Brokers, 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033-22802963/22806878; Kotak Securities Limited., “Govind Bhawan” Ground Floor, 2 Brabourne Road, P: 033-66156200; Lucknow: RR Equity Brokers, G-32,Shriram Tower,13- A,Ashok Marg, Lucknow- 226001 0522- 4057612; MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; Mumbai: RR Equity Brokers, 18 First Floor,105 bombay Samachar Marg.,Fort, Mumbai- 400023 022-40544201/224; RR Equity Brokers, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9324804084; Axis Capital Ltd, Axis Capital Limited, 4A/5C, Khatau Bldg., Ground floor, Alkesh Dinesh ModyMarg, Fort, Mumbai – 400001, Ph : 022- 22677901;Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; Nirmal Bang securities Pvt Ltd, 201/301, 2nd Floor, Khandelwal House, Podar Road, Near Podar Park, Malad (E), Mumbai, Ph: 7718803980 / 7738380315; Prabhudas Lilladher Pvt. Ltd. 3rd Floor, Sadhana House, 570, P.B Marg, Worli, Mumbai -400018. Ph: 022-66322291; Sharekhan Limited. 10th Flr., Beta Building,Lodha Ithink Techno Campus,Opp. Kanjurmarg Railwaystation,Kanjurmarg Mumbai (East):- 400042. Ph. 022 6116 9179; IFCI Financial Services Limited, Ground Floor, Mafatlal Chambers-B, N.M.Joshi Marg Lower Parel (East)Mumbai 400103; Almondz Global Securities Limited. C/o 9, Crescent Chambers, 2nd Floor, 56 Tamarind Lane, Near BSE, Fort, Mumbai – 400001.Board Line: +91-22-22618137; LKP Securities Ltd. Engineering Premises Co-op. SOC. 3rd Floor, Next to J&K Bank , NR. BSE, BS Marg Fort, Mumbai, 400001,Tel- 022-22660171; New Delhi: RR Equity Brokers, 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62; Axis Capital Ltd, 2nd Floor, Red Fort Capital, Parsvnath Towers,Bhai Veer Singh Marg, Near Gole Market, New Delhi-110001, Ph : 011 - 43556496/97; Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SPA CAPITAL ADVISORS LTD. 25, C BLOCK COMMUNITY CENTRE, JANAKPURI, NEW DELHI - 110 058 Ph : (011) 45675576; PUNE : Axis Capital Ltd, Plot no 5,Sr.no 103,Unit no 201/202,Next Jan Avenue,behind ICC Tower,Crossword Lane, SenapatiBapat Road,Pune – 411004, Ph : 9890018150/9371218150; Rajkot: Axis Securities Ltd, 703, 7th Floor, Star Chambers, HariharChowk, Rajkot – 360001, Ph : 9724333149/9427200149; Surat: Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553; Vadodara: RR Equity Brokers, 222 Siddharth Complex,RC Dutta Road.,Vadodra- 390007 0265-3256190/2353195; Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Vadodara – 390007, Ph : 9377225295.

INDIAN RAILWAY FINANCE CORPORATION LIMITED 47 IN INTHE THE NATURE NATURE OF OF FORM FORM 2A 2A - -MEMORANDUM MEMORANDUM CONTAININGCONTAINING SALIENTSALIENT FEATURES FEATURES OF OF THE THE PROSPECTUS PROSPECTUS

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 website of BSE and NSE at www.bseindia.com and www.nseindia.com respectively. LLISTIST OF OF SELF SELF CERTIFIED CERTIFIED SYNDICATE SYNDICATE BANKS (SBANKSCSBS) UNDER (SCSBs) THE UNDER ASBA PROCESS THE ASBA. PROCESS Sr. Syndicate ASBA Bank Branch Address Contact Person Contact Number Fax 1 Axis Bank Limited Centralised Collections and Payment Hub (CCPH) 9th Floor, Solaris, C-Wing Opp L&T Gate No 6, Mr Kirit Rathod, 022-40754981 / 82 / 83 / 022-40754996 Saki Vihar Road, Powai, Mumbai – 400072 Vice President 9820850829 2 State Bank of Hyderabad Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743 3 Corporation Bank Capital Market Branch, Ist Floor, Earnest House, NCPA Marg Nariman Point, Mumbai-400021 Mr Amod Kumar 22841406/ 22842764 / 022-22843823 9870340031 4 State Bank of Travencore Anakatchery Buildings, Y M C A Road, Statue, Thiruvananthapuram-695001 P.P. Muraleedharan 0471-2333676 0471-2338134 5 IDBI Bank Limited IDBI Bank Limited, Central Processing Unit, Sarju House, 3rd Floor, Plot No 7, Street No. 15, Rajiv Nair / 022-6670 0659 / 022-66700669 Andheri MIDC, Andheri (E), Mumbai, Pin : 400093 Anoop Jaiswal 66700660 6 State Bank of Bikaner & Financial Super Market Branch, Apex Mall, Tonk Road, Jaipur. Shri. N. K. Chandak 0141-2744415 / 0141-2744457 Jaipur 9413398505 7 Yes Bank YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi, Mumbai 400 011 Mahesh Shirali / Manoj Bisht/ Shankar 022 66229031 / 9164 022 24974875 Vichare / 9070 8 Punjab National Bank Capital Market Services Branch, PNB House, Fort, Sir P. M. Road, Mumbai Shri. K. Kumar Raja Tel – 022- 22621122, 022 – 22621124 22621123, 9 Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai- 400052 Mrs. Anne Narielwala / Ms. Pallavi 022-6600 9428 / 022-66009666 Shilvalkar 022-66009419 10 Union Bank of India Mumbai Samacchar Marg, 66/80, Mumbai Samachar Marg, Post Bag No. 253 & 518, Mr. D. B. Jaiswal 022- 22629408 Fort, Mumbai - 400023. 11 HDFC Bank Limited FIG – OPS Department, HDFC Bank Limited , Lodha, I Think Techno Campus, O-3 Level, Deepak Rane / Uday Dixit 022-30752928 / 30752927 022 -25799801 Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra. 12 Bank of Baroda Mumbai Main Office 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 Road Bangalore. B. M. 080-25584385 15 Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai – 23 A D Deshpande 022-22694160/22652595/ 022-22681296 (Assistant General Manager) 22663947/ 9730000438 16 State Bank Of India Capital Market Branch (11777), Videocon Heritage Building (Killick House), Mr. Anil Sawant 022-22094932 / 022-22094921 Charanjit Rai Marg, Fort, Mumbai-400 001 Deputy Manager 9870498689 17 Andhra Bank 18, Homi Modi Street, P.B.No. 114, Nanavati Mahalaya, Fort Branch, Mumbai-400023. Seshagiri Rao Jonnakuti 022-22026088 / 022-22047626 18 HSBC Limited 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West), Mr Jagrut Joshi (022) 67115485/ (022) 66536005 Mumbai 400 064 (address of IPO Operations office) 9870403732 19 Kotak Mahindra Bank Ltd. Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western Express Highway, Prashant Sawant +91 22 66056959 / +91 22 66056642 General AK Vaidya Marg, Malad (E) +91 9967636316 20 Bank of India Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street, Fort, Shri. Navin Kumar Pathak 022-22723631 / 1677 022-2272 1782 Mumbai – 400 023. Senior Manager / 9619810717 21 CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051 S Girish 022-26535504, 022-26535824 98199 12248 22 IndusInd Bank Fort Branch, Sonawala Building, Mumbai Samachar Marg, Fort, Mumbai-400 001 Mr. Yogesh Adke 9833670809 / 022 - 22644834 Dy. Vice President 022-66366589 / 91 / 92 23 Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282, Mumbai, Maharashtra 400 023 Shri S. K. Jain Chief Manager (022)- 22655739, 22662018 (022)- 22661935 24 Karur Vysya Bank Ltd Demat Cell, Second Floor, No 29, Rangan Street, T. Nagar, Chennai - 600 017. Nori Subrahmanyam 044-24340374 044-24340374 25 The Federal Bank Limited ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031 Dhanya Dominic 0484-2201847 4842385605 26 Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam 600035 Mr. V Muthukumar / Mr. M Veerabahu 044 24330233 044 24347755 27 Central Bank of India Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001 Mr. Vineet Bansaj 022- 22623148, 22623149 022-22623150 28 Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai -400001 Shri B.K. Palrecha Asstt. General Manager 022-22654791/95 022-22654779 29 Standard Chartered Bank Crescenzo, 3rd Floor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex, Bandra (E), Mumbai 400 051 Rohan Ganpule 022-61157250 / 022-61157234 022-26757358 30 J P Morgan Chase Bank, N.A. J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098 Nandita Halady 6157 3833 6157 3910 31 Nutan Nagrik Sahakari Bank Ltd. Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge. Miti shah 9879506795 7926564715 32 UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023 Manager 022 40180105 2222870754 33 Canara Bank Capital Market Service Branch, 407, 4th Floor, Himalaya House, 79, Mata Ramabai Ambedkar Marg, Mr. Arvind Nambev Pawar 022-22661618 / 022- 022-22664140 Mumbai - 400 001. 22692973 / 9769303555 34 United Bank of India Global Cash Management Services Hub, 4th Floor,United Bank of India, United Tower, Head Office,11, Hemanta Basu Sarani, Kolkata – 700 001. AGM (CMS & Demat) 033 22624175/ 2262417 35 Syndicate Bank Capital Market Services Br. 26A, First Floor, Syndicate Bank Bldg, P. M.Road, Fort, Mumbai - 400 001 P Padmavathy Sundaram, Chief Manager 022-22621844 022-22700997 36 South Indian Bank ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam – 682035, Kerala, India. John K Mechery 9645817905 0484-2351923 37 Indian Overseas Bank Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai -600 002 Mr. R.S. Mani / Mr. M. Sasikumar 044-28513616/ 044- 28513619 28513617/ 28513618 38 Tamilnad Mercantile Tamilnad Mercantile Bank Ltd., Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2Nd Mr. N. Rajasegason 044-26192552 044-26204174 Bank Ltd. Avenue, Anna Nagar (West), Chennai - 600 040, Tamilnadu, India 39 City Union Bank Ltd. 48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Sivaraman 044 - 24340010, 24343517, 044 - 24348586 24346060, 24348586 , 380286558, 9382642081, 9380286558 40 BNP Paribas BNP Paridas House 1, North Avenue Maker Maxity, Bandra Kurla Complex, Mr. Prem Mariwala / Mr. Dipu SA / 022-61964570 / 022- 022-61964595 Bandra (East), Mumbai - 400 051. Mr. Pratima Madiwala 61964594 / 022-61964592 41 The Kalupur Commercial Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014 Jay V. Pathak Manager 079-27582028 079-27544666 Co Operative Bank Ltd. 42 Bank of America N.A. EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Chennai 600014 Swaminathan Ganapathy, A.S. Sreedharan 044-42904526 / 044-42904591 044-43528911 43 The Lakshmi Vilas Bank Ltd. Bharat House, Ground Floor, 104, Bombay Samachar Marg, Fort Mumbai-400001 S. Ramanan 022-22672255 / 22672247(M) 22670267 22673435(CM) 44 State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shailendra Kumar 07208048007 / 022-22678041 022-22656346 45 State Bank of Mysore Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400001. Mr.Rajeshwar Das, Manager 9022469176 022-22656346 46 The Surat Peoples Co-op Bank Ltd Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat – 395001 Mr. Iqbal Shaikh 0261-2464577 0261-2464577, 592 47 Dhanlaxmi Bank Limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001 Gunavati Karkera 022 – 2202535 022-22871637 48 The Saraswat Co-operative Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector – 17, Vashi, Navi Mumbai – 400703 Mrs. Shilpa S. Mulgaokar (O) 27884161, 27884162, 27884163, 27884153 Bank Ltd. 27884164, (M) 9820629199 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 – 400 023 Branch Manager 022-22661206, 22702881 022-22694426/22702880 51 Karnataka Bank Ltd The Karnataka Bank Ltd, Mangalore–H O Complex Branch, Mahaveera Circle, Kankanady, Mangalore – 575002 Ravindranath Baglodi, Sr.Manager 0824-2228139 /140 /141 0824-2228138 52 The Ahmedabad Mercantile Head office :-"Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09 Bimal P Chokshi 079-26426582-84-88 079-26564863 Co-Op. Bank Ltd. 53 Ing Vysya Bank Ltd No. 69, Ramaiah Complex, Roopena Agrahara, Hosur Road, Bangalore -560068. Akshay Hegde, Srinivas P., Shehzeen 080-22532104/22532103/22532102/ 080-22532111 Ahmed, N. Prashant, Ranjit Raghvnandanan 22532125 / 080-25005000 Extn. 1517 54 Janata Sahakari Bank Ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Shukrawar Peth, Pune - 411002. Shri Ajit Manohar Sane 020-24431011, 020-24431016 020-24431014 55 Barclays Bank PLC. 601/603 Ceejay House, Shivsagar Estate, Dr Annie Besant Road, Worli, Mumbai - 400018 Mr. Parul Parmar 022-67196400 / 6575 022-67196996 ASBA Applicant may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSB’s and their Designated Branches please refer to the website of SEBI (http:// www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.

48 INDIAN RAILWAY FINANCE CORPORATION LIMITED