INDIAN RAILWAY FINANCE CORPORATION LIMITED

Authority for the IssueOTHER REGULATORY AND STATUTORY DISCLOSURESThe Board of Directors, at their meeting held on July 31, 2012 have approved the Issue, in one or moretranche(s), of tax free, secured, redeemable, non-convertible bonds in the nature of debentures of face value of `1,000 each, having tax benefits under Section 10(15)(iv)(h) of the Income Tax Act, as amended, aggregatingupto ` 10,00,000 lakhs in one or more tranche(s), on or prior to March 31, 2013, subject to the provisions of theCBDT Notification.As per the terms of the CBDT Notification, the aggregate volume of the issue of Bonds (having benefits underSection 10(15)(iv)(h) of the Income Tax Act) by the Company during the Fiscal 2013 shall not exceed `10,00,000 lakhs. Out of the said amount, the Company had undertaken the following private placements ofsecured tax free, redeemable, non-cumulative, non-convertible bonds:1. On November 26, 2012, the Company allotted on a private placement basis, tax-free bonds, in the nature ofsecured, redeemable, non-convertible bonds of face value ` 10,00,000 each in two separate series (81 and81-A series) having a coupon rate of 7.21% and 7.38% respectively, aggregating to ` 32,270 lakhs.2. On November 30, 2012, the Company allotted on a private placement basis, tax-free bonds, in the nature ofsecured, redeemable, non-convertible bonds of face value ` 10,00,000 each, in two separate series (82 and82 A series) having a coupon rate of 7.22% and 7.38% respectively, aggregating to ` 7,100 lakhs.3. On December 6, 2012, the Company allotted on a private placement basis, tax-free bonds, in the nature ofsecured, redeemable, non-convertible bonds of face value ` 10,00,000 each, in two separate series (83 and83 A series) having a coupon rate of 7.22% and 7.39% respectively, aggregating to ` 12,500 lakhs.4. On December 7, 2012, the Company allotted on a private placement basis, tax-free bonds, in the nature ofsecured, redeemable, non-convertible bonds of face value ` 10,00,000 each, through a separate series (84series) having a coupon rate of 7.22% aggregating to ` 49,990 lakhs.5. On December 14, 2012, the Company allotted on a private placement basis, tax-free bonds, in the nature ofsecured, redeemable, non-convertible bonds of face value ` 10,00,000 each, through a separate series (85series) having a coupon rate of 7.19% aggregating to ` 9,500 lakhsHence, the Company shall issue Bonds upto an aggregate amount of ` 8,88,640 lakhs* lakhs through this Issueduring the Fiscal 2013 out of the total permissible amount of ` 10,00,000 lakhs, as approved by its Boardthrough its resolution dated July 31, 2012.* Pursuant to the CBDT Notification, our Company has raised ` 1,11,360 lakhs through the private placements ofBonds. In case our Company raises any further funds through private placement not exceeding ` 2,50,000 lakhs, i.e.upto 25% of the allocated limit for raising funds through Tax Free Bonds during Fiscal Year 2013, during theprocess of the present Issue, the Shelf Limit for the Issue shall get reduced by such amount raised.Eligibility to make the IssueThe Company, the persons in control of the Company or its promoter have not been restrained, prohibited ordebarred by SEB1 from accessing the securities market or dealing in securities and no such order or direction isin force.ConsentsConsents in writing from the Directors, the Compliance Officer, the Company Secretary, the Director Finance,the Statutory Auditors, Bankers to the Company, Bankers to the Issue, Lead Managers, Registrar to the Issue,Consortium Members for the Issue, Legal Advisors to the Issue, Credit Rating Agencies and the DebentureTrustee, to act in their respective capacities, have been obtained and shall be filed along with a copy of the ShelfProspectus and each tranche prospectus with the RoC.The Company has appointed SBICAP Trustee Company Limited as Debenture Trustee under regulation 4(4) ofthe SEBI Debt Regulations. The Debenture Trustee has given its consent to the Company for its appointment35