INDIAN RAILWAY FINANCE CORPORATION LIMITED

SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OFANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR INCONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OFANYTHING STATED OR OMITTED TO BE STATED HEREIN OR FOR ANY OTHER REASONWHATSOEVER.Disclaimer clause of NSEAS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONALSTOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HASGIVEN VIDE ITS LETTER REF.: NSE/LIST/189481-6 DATED DECEMBER 18, 2012 PERMISSIONTO THE ISSUER TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OFTHE STOCK EXCHANGES ON WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BELISTED. THE EXCHANGE HAS SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR ITSLIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THEAFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THATTHE AFORESAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED ORCONSTRUED THAT THE OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY NSE;NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS ORCOMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR DOES ITWARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BELISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THEFINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, ITS MANAGEMENTOR ANY SCHEME OR PROJECT OF THIS ISSUER.EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIESOF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION ANDANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVERBY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TOOR IN CONNECTION WITH SUCH SUBSCRIPTION/ ACQUISITION WHETHER BY REASON OFANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASONWHATSOEVER.Disclaimer Clause of the RBITHE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED FEBRUARY16, 1998 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVEBANK OF INDIA ACT, 1934. HOWEVER, THE RBI DOES NOT ACCEPT ANY RESPONSIBILITYOR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OFTHE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS ORREPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FORREPAYMENT OF DEPOSITS/ DISCHARGE OF LIABILITY BY THE COMPANY.Track record of past public issues handled by the Lead ManagersThe details of the track record of the Lead Managers to the Issue, as required by SEBI circular numberCIR/MIRSD/1/2012 dated January 10, 2012, has been disclosed on the respective websites of the LeadManagers to the Issue.ListingThe Bonds are proposed to be listed on the BSE and on the NSE. BSE shall be the Designated Stock Exchangefor the Issue.If the permission to list and trade the Bonds is not granted by the BSE and the NSE, our Company shallforthwith repay, without interest, all such moneys received from the Applicant in pursuance of the TrancheProspectus. If any such money is not repaid within eight days after our Company becomes liable to repay it(expect if such delays are on account of delay in postal channels of the country), our Company and everyDirector who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severallyliable to repay that money with interest at 15% per annum, as prescribed under section 73 of the Companies Act.38