INDIAN RAILWAY FINANCE CORPORATION LIMITED

Name Address Date of appointment/ resignation Auditor of theCompany sinceDhawan & Co. 312, Wegmans House, 21, VeerSavarkar Block,New Delhi 110 092.Resigned on August 28, 2012 July 28, 2009Revaluation of assetsOur Company has not revalued its assets in the last five years.Utilisation of ProceedsFor details of utilization of Issue proceeds, see section titled “Objects of the Issue” on page 28. We shall utilizethe Issue proceeds only upon creation of security as stated in this Prospectus Tranche-1 in the section titled —"Terms of the Issue - Security"on page 54 and after permission or consent for creation of security pursuant tothe terms of the Debenture Trust Deed sought to be provided as security. The Issue proceeds shall not beutilized for providing loan to or acquisition of shares of any person who is part of the same group or who isunder the same management. Further, the end-use of the proceeds of the Issue, duly certified by the statutoryauditors of the Company, shall be reported in the annual reports of our Company and other reports issued by ourCompany to relevant regulatory authorities, as applicable.Statement by the Board of Directors:(i) All monies received out of each Tranche Issue of the Bonds to the public shall be transferred to a separatebank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act;(ii) Details of all monies utilised out of each Tranche Issue referred to in sub-item (i) shall be disclosed underan appropriate separate head in our balance sheet indicating the purpose for which such monies wereutilised; and(iii) Details of all unutilised monies out of the Tranche Issue referred to in sub-item (i), if any, shall be disclosedunder an appropriate separate head in our balance sheet indicating the form in which such unutilised monieshave been invested.The funds raised by us from previous bonds issues have been utilised for our business as stated in the respectiveoffer documents.Disclaimer clause of BSEBSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER NO. DCS/SP/PI-BOND/20/12-13 DATEDDECEMBER 18, 2012, PERMISSION TO THIS COMPANY TO USE THE EXCHANGE’SNAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THISCOMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HASSCRUTINUZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OFDECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THISCOMPANY. THE EXCHANGE DOES NOT IN ANY MANNER:(A) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OFTHE CONTENTS OF THIS OFFER DOCUMENT; OR(B) WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUETO BE LISTED ON THE EXCHANGE; OR(C) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THISCOMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OFTHIS COMPANY;AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFERDOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHODESIRES TO APPLY FOR OF OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANYMAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND37