INDIAN RAILWAY FINANCE CORPORATION LIMITED

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Mutual Funds; andAlternative Investment Funds, subject to investment conditions applicable to them under the Securities andExchange Board of India (Alternative Investment Funds) Regulations, 2012.Category IICompanies within the meaning of section 3 of the Companies Act and bodies corporate registered under theapplicable laws in India and authorised to invest in the Bonds.Category IIIThe following Investors applying for an amount aggregating to above ` 10 lakhs across all Series of Bonds ineach Tranche Issue:Resident Indian individuals;Eligible NRIs on a repatriation or non – repatriation basis; andHindu Undivided Families through the Karta.Category IVThe following Investors applying for an amount aggregating to up to and including ` 10 lakhs across all Seriesof Bonds in each Tranche Issue:Resident Indian individuals;Eligible NRIs on a repatriation or non – repatriation basis; andHindu Undivided Families through the Karta.Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutoryand/or regulatory requirements in connection with the subscription to Indian securities by such categories ofpersons or entities.The Investor must ensure that in case it is an FII and/ or Eligible NRI, it is not (i) based in the United States ofAmerica, (“USA”), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv)subject to any taxation laws of the USA.Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatorypermissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment ofBonds pursuant to the Issue.The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue.The information below is given for the benefit of Applicants. Our Company and the Lead Managers are notliable for any amendment or modification or changes in applicable laws or regulations, which may occur afterthe date of this Prospectus Tranche-1.How to apply?Availability of the Shelf Prospectus, Tranche Prospectus, Abridged Prospectus and Application FormsPlease note that there is a single Application Form for ASBA Applicants as well as non-ASBA Applicantswho are persons resident in India. There is a separate Application Form for Applicants (ASBAApplicants and non-ASBA Applicants) who are FIIs and Eligible NRIs applying for Bonds onrepatriation or a non-repatriation basis.Copies of the Abridged Prospectus containing the salient features of the Tranche Prospectus (for a particularTranche Issue) together with Application Forms may be obtained from our Registered Office, the LeadManagers, the Consortium Members, the Designated Branches of the SCSBs. The Application Forms will beavailable for download on the websites of Stock Exchanges at www.bseindia.com and www.nseindia.com.Additionally the Shelf and Tranche Prospectus (for a particular Tranche Issue) will be on the websites of theLead Managers at www.sbicaps.com, www.akcapindia.com, www.enam.com, www.icicisecurities.com, and60
www.kotak.com.Electronic Application Forms will also be available on the websites of the Stock Exchanges.Trading Members can download Application Forms from the websites of the Stock Exchanges. Further,Application Forms will also be provided to Trading Members at their request.The prescribed colour of the Application Form for the Applicants is as follows:CategoryResident Indians - ASBA Applicants as well as non-ASBAApplicantsFIIs and Eligible NRIs (applying on a repatriation as well as nonrepatriationbasis) - ASBA Applicants as well as non-ASBAApplicantsMethods of ApplicationWhiteBlueColour of the Application FormAn eligible investor desirous of applying in the Issue can make Applications by one of the following methods:1. Applications through the ASBA process; and2. Non-ASBA Applications.Applicants are requested to note that in terms of the Debt Application Circular, SEBI has mandated issuers toprovide, through a recognized stock exchange which offers such a facility, an online interface enabling directapplication by investors to a public issue of their debt securities with an online payment facility (“Direct OnlineApplication Mechanism”). In this regard, SEBI has, through the Debt Application Circular, directedrecognized stock exchanges in India to put in necessary systems and infrastructure for the implementation of theDebt Application Circular and the Direct Online Application Mechanism. In the event that the Stock Exchangesput in necessary systems, infrastructure and processes in place so as to enable the adoption of the Direct OnlineApplication Mechanism after the filing of this Prospectus Tranche – I with the Stock Exchanges and the RoC butprior to the Issue Opening Date, we shall offer eligible investors desirous of applying in the Issue the option tomake Applications through the Direct Online Application Mechanism.Applications through the ASBA processPlease note that application through ASBA is optional for all categories of Applicants.Applicants who wish to apply through the ASBA process by filling in physical Application Form will have toselect the ASBA mechanism in Application Form and provide necessary details. Applicants can submit theirApplications through the ASBA process by submitting the Application Forms to the Designated Branch of theSCSB with whom the ASBA Account is maintained or through the Members of the Syndicate or TradingMembers (ASBA Applications through the Members of the Syndicate and Trading Members shall hereinafter bereferred to as the “Syndicate ASBA”), prior to or on the Issue Closing Date. ASBA Applications through theMembers of the Syndicate and Trading Members is permitted only at the Syndicate ASBA ApplicationLocations (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune,Vadodara and Surat). Kindly note that Application Forms submitted by ASBA Applicants to Members of theSyndicate and the Trading Members at the Syndicate ASBA Application Locations will not be accepted if theSCSB with which the ASBA Account, as specified in the Application Form is maintained has not named at leastone branch at that location for the Member of the Syndicate or the Trading Members to deposit the ApplicationForm (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).Members of the Syndicate and Trading Members shall, upon receipt of Application Forms from ASBAApplicants, upload the details of these Application Forms to the online platform of the relevant stock exchangesand submit these Application Forms with the SCSB with whom the relevant ASBA Accounts are maintained inaccordance with the Debt Application Circular. The SCSB shall block an amount in the ASBA Account equalto the Application Amount specified in the Application Form.61
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TABLE OF CONTENTSDEFINITIONS AND AB
Page 4 and 5:
TermDescriptionBonds / Tax Free Bon
Page 6 and 7:
TermNSEProspectus Tranche -1Public
Page 8 and 9:
AbbreviationFull FormGoI or Governm
Page 10 and 11: CERTAIN CONVENTIONS, USE OF FINANCI
Page 12 and 13: RECENT DEVELOPMENTThe Company has o
Page 14 and 15: BSE is the Designated Stock Exchang
Page 16 and 17: yield as a result of suchdiscountMi
Page 18 and 19: OptionsSeries of BondsTranche 1 Ser
Page 20 and 21: UG Floor, East Tower,NBCC Place, Pr
Page 22 and 23: tanto from any liability to the Bon
Page 24 and 25: Refund BankState Bank of India*Capi
Page 26 and 27: 1. CRISIL has reaffirmed the credit
Page 28 and 29: OBJECTS OF THE ISSUEIssue ProceedsT
Page 30 and 31: directly by the SCSBs, the relevant
Page 32 and 33: debentures and subject to such cond
Page 34 and 35: Provided further that this clause s
Page 36 and 37: under Regulation 4(4) and also in a
Page 38 and 39: SHALL NOT HAVE ANY CLAIM AGAINST TH
Page 40 and 41: ISSUE STRUCTUREThe CBDT has, by the
Page 42 and 43: Category-IV (Retail Individual Inve
Page 44 and 45: Bonds including interest on Bonds (
Page 46 and 47: TERMS OF THE ISSUEThe Bonds being o
Page 48 and 49: shall be treated for all purposes b
Page 50 and 51: 6. Deemed Date of AllotmentDeemed D
Page 52 and 53: 9. Redemptiondispatched/credited (i
Page 54 and 55: (iii) NEFT - Payment of refund shal
Page 56 and 57: name of the deceased Bondholder aft
Page 58 and 59: If any Consolidated Bond Certificat
Page 62 and 63: ASBA Applications in electronic mod
Page 64 and 65: An FII who purchases the Bonds unde
Page 66 and 67: (ii) amount and date of receipt of
Page 68 and 69: Applications cannot be made by:(a)
Page 70 and 71: Instructions for completing the App
Page 72 and 73: (b) The Stock Exchanges will offer
Page 74 and 75: Do not submit the GIR number instea
Page 76 and 77: egistered leave and license agreeme
Page 78 and 79: OTHER INSTRUCTIONSJoint Application
Page 80 and 81: esidents/citizens of the USA, and/o
Page 82 and 83: Category I (QIB Portion)20% of the
Page 84 and 85: Category IV portion being fully sub
Page 86 and 87: MATERIAL CONTRACTS AND DOCUMENTS FO
Page 88 and 89: DECLARATIONWe, the Directors of the
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INDIAN RAILWAY FINANCE CORPORATION LIMITED

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