INDIAN RAILWAY FINANCE CORPORATION LIMITED

delivery instructions containing details of the prospective purchaser’s Depository Participant’s accountto his Depository Participant. If a prospective purchaser does not have a Depository Participant account,the Bondholder may rematerialize his or her Bonds and transfer them in a manner as specified in 4.2.2below.4.2.2 Transfer of Bonds in physical form:The Bonds may be transferred in a manner as may be prescribed by our Company for the registration oftransfer of Bonds. Purchasers of Bonds are advised to send the Consolidated Bond Certificate or ` OneLakh Certificate(s) to our Company or to such persons as may be notified by our Company from timeto time. If a purchaser of the Bonds in physical form intends to hold the Bonds in dematerialised form,the Bonds may be dematerialized by the purchaser through his or her Depository Participant inaccordance with the provisions of the Depositories Act and/or rules as notified by the Depositoriesfrom time to time.The payment of stamp duty on transfer of Bonds as well as the execution of instrument of transfer asrequired under Section 108 of the Companies Act has been exempted by Government of India’sNotification No. GSR 1294(E) dated December 17, 1986. The Company will register the transfer ofBonds, provided the Bond Certificate with the details of name, address, occupation, if any, andsignature of the transferee on the reverse of the Bond Certificate is delivered to the address of theRegistrar mentioned herein, by registered post or by hand delivery. No stamp duty is payable under thesaid notification on such transfers. The Company shall on being satisfied and subject to the provisionsof the Articles of Association register the transfer of such Bonds in its books.The buyer(s) should ensure that the transfer formalities are completed prior to the Record Date, failingwhich the interest and/or Maturity Amount for the Bonds shall be paid to the person whose nameappears in the Register of Bondholders maintained by the Depositories. In such cases, any claims shallbe settled inter se between the parties and no claim or action shall be brought against the Company orthe Lead Managers or the Registrar to the Issue.4.3. Formalities free of chargeRegistration of a transfer of Bonds and issuance of new Consolidated Bond Certificates or ` One LakhCertificate(s) will be effected without charge by or on behalf of our Company, but on payment (or thegiving of such indemnity as our Company may require) in respect of any tax or other governmental chargeswhich may be imposed in relation to such transfer, and our Company being satisfied that the requirementsconcerning transfers of Bonds, have been complied with.4.4 Debenture Redemption Reserve (“DRR”)Pursuant to Regulation 16 of the SEBI Debt Regulations and Section 117C of the Companies Act, anycompany that intends to issue debentures needs to create a DRR to which adequate amounts shall becredited out of the profits of our company until the redemption of the debentures. Further, the MCA has,through its circular dated April 18, 2002, specified that Public Financial Institutions as defined in section4A of the Companies Act, 1956 shall create a DRR to the extent of 50% of the value of the debenturesissued through public issue. Accordingly, our Company shall create DRR of 50% of the value of Bondsissued and allotted in terms of the Tranche Prospectus(es), for the redemption of the Bonds. Our Companyshall credit adequate amounts to the DRR from its profits every year until the Bonds are redeemed. Theamounts credited to the DRR shall not be utilized by our Company for any purpose other than for theredemption of the Bonds.5. Application AmountThe Bonds are being issued at par and full amount of face value per Bond is payable on application. In caseof ASBA Applicants, the full amount of face value of Bonds applied for will be blocked in the relevantASBA Account maintained with the SCSB. Eligible Applicants can apply for any amount of the Bondssubject to a minimum application size of five Bonds, across any of the series(s) and in multiples of one bondthereafter. The Applicants will be allotted the Bonds in accordance with the Basis of Allotment finalised bythe Board of Directors/ Bond Committee.49