INDIAN RAILWAY FINANCE CORPORATION LTD.

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1 INDIAN RAILWAY FINANCE CORPORATION LTD. f Tx-Free Secured Redeemble Non-Convertible Bonds ISSUE HIGHLIGHTS Issue opens: Tuesdy, December 8, 2015 Issue closes: Mondy, December 21, 2015 Allotment: Fce Vlue: Issue Price: Minimum Appliction: Mximum Appliction: Listing: Issunce & Trding: Rting: First Come First Serve Bsis Rs per Bond Rs per Bond 5 Bonds (Rs. 5,000) (individully or collectively, cross ll Series of Bonds) & in the multiple of1 Bond (Rs. 1,000) therefter Rs.10 Lkhs for Retil Ctegory BSE nd NSE In Physicl nd Demt Form AAA Led Mnger: Edelweiss Finncil Services Ltd. SBI Cpitl Mrkets Limited ICICI Securities Limited A.K. Cpitl Services Ltd. R R Investors Cpitl Services Pvt. Ltd. Registrr: Issue Size: Issue Brek up: Krvy Computershre Privte Limited Rs Crs. Bse Issue (Amt in Crs) Issue Size (Amt in Crs) Ctegory Alloction QIB 15% Corporte 20% HNI 25% Retil 40% Totl 100% Risk Profile Low Risk Product Type Tx Free Bond Rting Recommendtion 10 Yers 15 Yers 20 Yers Retil* Others** Retil* Others** Retil* Others** AAA Retil Option 7.32% 7.07% 7.53% 7.28% 7.50% 7.25% * Retil Option for individuls if ppliction is for 10 lcs or less * *Others include QIBs, Corporte nd HNI's Pyment Detils: In cse of Resident Applicnts: IRFC Tx Free Bonds 2015 Escrow Account - R. In cse of NRIs pplying on reptrition bsis: IRFC Tx Free Bonds 2015 Escrow Account NR Rept In cse of NRIs pplying on non-reptrition bsis: IRFC Tx Free Bonds 2015 Escrow Account NR Non-Rept Credit rting: CRISIL AAA/Stble by CRISIL, [ICRA] AAA by ICRA,'CARE AAA by CARE. Highlights of Tx Benefits Interest from these Bonds do not form prt of totl income s per provisions of Section 10(15) (iv)(h) of Income Tx Act, 1961 red long with Section 14A(1) of the Income Tx Act. Since the interest income on the bonds is exempt, no tx deduction t source ( TDS ) is required. However interest on ppliction money would be lible for TDS s well s would be subject to tx s per present tx lws. Welth tx hs been bolished w.e.f. finncil yer i.e. ssessment yer Compny Brief The Compny ws incorported on December 12, 1986 under the Compnies Act, 1956 s public limited compny nd received its certificte for commencement of business on December 23, The GoI, Ministry of Rilwys, incorported the Compny s finncil rm of Indin Rilwys, for the purpose of rising prt of the resources necessry for meeting the developmentl needs of the Indin Rilwys. The President of Indi long with nominees is holding 100% of the Compny s equity shre cpitl. The Ministry of Corporte Affirs, through its notifiction dted October 8, 1993 published in the Officil Gzette of Indi, clssified the Compny s Public Finncil Institution under Section 4(A) of the Compnies Act, 1956 (now s defined under sub-section 72 of Section 2 of the Compnies Act, 2013). The Compny ws registered with the RBI under Section 45-IA of RBI Act s non-bnking finncil compny without ccepting public deposits vide certificte of registrtion dted Februry 16, Further, in 2008, the Compny ws ctegorized s Asset Finnce Compny (NBFC-ND-AFC) by RBI. The Compny ws lter clssified under the ctegory Infrstructure Finnce Compny by the RBI through fresh certificte dted November 22, 2010.

2 Comprison Of Vrious Debt Investments Prmeters TFB FDs Postl Schemes Sfety-Risk Secured, pri-pssu chrge. Reltively Moderte (Bnk FD) to High very low Risk. Qusi Sovereign Risk (Privte Cos FD). Sovereign Risk. Sfe. Liquidity Listed, trdble Not trdble, penl interest if liquidted Not Liquid Cpitl Apprecition Possible - Linked with interest movement Nil Nil Specific Terms For Ech Series Of Bonds Options Option 1 Option 2 Option 3 Frequency of interest pyment Annul Annul Annul Tenure of Bonds 10 yers 15 yers 20 yers Mturity/Redemption Dte 10 yers from Deemed Dte 15 yers from Deemed Dte 20 yers from Deemed Dte Coupon Rtes for Ctegory I, II nd III# Series of Bonds* Trnche I Series 1A Trnche I Series 2A Trnche I Series 3A Coupon Rte (%) p % 7.28% 7.25% Annulized Yield (%) p % 7.28% 7.25% Coupon Rtes for Ctegory IV# Series of Bonds* Trnche I Series 1B Trnche I Series 2B Trnche I Series 3B Coupon Rte (%) per nnum 7.32% 7.53% 7.50% Annulized Yield (%) p % 7.53% 7.50% # In pursunce of CBDT Notifiction nd for voidnce of doubts, it is clrified s under:. The coupon rtes indicted under Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB shll be pyble only on the Portion of Bonds llotted to Ctegory IV in the Issue. Such coupon is pyble only if on the Record Dte for pyment of interest, the Bonds re held by investors flling under Ctegory IV. b. In cse the Bonds llotted ginst Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB re trnsferred by Ctegory IV to Ctegory I, Ctegory II nd/or Ctegory III, the coupon rte on such Bonds shll stnd t pr with coupon rte pplicble on Trnche I Series IA, Trnche I Series IIA nd Trnche I Series IIIA respectively. c. If the Bonds llotted ginst Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB re sold/ trnsferred by the RIIs to investor(s) who fll under the RII ctegory s on the Record Dte for pyment of interest, then the coupon rtes on such Bonds shll remin unchnged; d. Bonds llotted ginst Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB shll continue to crry the specified coupon rte if on the Record Dte for pyment of interest, such Bonds re held by investors flling under Ctegory IV; e. If on ny Record Dte, the originl Ctegory IV llotee(s)/ trnsferee(s) hold the Bonds under Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB for n ggregte fce vlue mount of over ` 10 lkhs, then the coupon rte pplicble to such Ctegory IV llottee(s)/trnsferee(s) on Bonds under Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB shll stnd t pr with coupon rte pplicble on Trnche I Series IA, Trnche I Series IIA nd Trnche I Series IIIA respectively; f. Bonds llotted under Trnche I Series IA, Trnche I Series IIA nd Trnche I Series IIIA shll crry coupon rtes indicted bove till the respective mturity of Bonds irrespective of Ctegory of holder(s) of such Bonds; g. For the purpose of clssifiction nd verifiction of sttus of the Ctegory IV of Bondholders, the ggregte fce vlue of Bonds held by the Bondholders in ll the Series of Bonds, llotted under the Trnche-I Issue shll be clubbed nd tken together on the bsis of PAN. The Compny would llot Trnche I Series IA/IB Bonds (depending upon the ctegory of pplicnts) to ll vlid pplictions, wherein the pplicnts hve not indicted their choice of the relevnt series of Bonds in their Appliction Form. The MCA hs, through its circulr (Generl Circulr No. 06/2015) dted April 9, 2015, clrified tht in such cses wherein the effective yield(effective rte of return) on the bonds is greter thn the previling yield of one yer, three yer, five yer or ten yer Government Security closest to the tenor of the lon, there is no violtion of subsection (7) of section 186 of the Compnies Act, 2013

3 COMMON TERMS AND CONDITIONS FOR ALL SERIES OF THE BONDS Issuer Issue Size Interest Pyment Dte Issunce mode Trding mode Interest on Appliction Monies received which re used towrds Allotment of Bonds Indin Rilwy Finnce Corportion Limited Rs. 1,00,000 lkhs with n option to retin oversubscription upto Rs. 3,53,200 lkhs ggregting to Rs. 4,53,200 lkhs First Interest Pyment dte is on October 15, 2016 nd subsequently on October 15 of every yer except the lst interest pyment long with the redemption mount. In physicl nd demterilised form. In demterilized form only The Compny shll py interest on Appliction Amounts on the mount Allotted, subject to deduction of income tx under the provisions of the Income Tx Act, s pplicble, to ny Applicnts to whom Bonds re llotted (except for ASBA Applicnts) pursunt to the Issue from the dte of reliztion of the cheque(s)/demnd drft(s)/or ny other mode upto one dy prior to the Deemed Dte, t the rte of 7.07%p.., 7.28% p.. nd 7.25% p.. on Trnche I Series IA, Trnche I Series IIA nd Trnche I Series IIIA respectively for Allottees under Ctegory I, Ctegory II nd Ctegory III Portion, nd t the rte of 7.32% p.., 7.53% p.. nd 7.50% p.. on Trnche I Series IB, Trnche I Series IIB nd Trnche I Series IIIB respectively for Allottees under Ctegory IV Portion. A tx deduction certificte will be issued for the mount of income tx so deducted. Interest on Appliction Monies received which re lible to be refunded The Compny shll py interest on Appliction Amounts which is lible to be refunded to the Applicnts (other thn Appliction Amounts received fter the Issue Closing Dte, nd ASBA Applicnts) subject to deduction of income tx under the provisions of the Income Tx Act, s pplicble, from the dte of reliztion of the cheque(s)/demnd drft(s) upto one dy prior to the Deemed Dte, t the 5% per nnum. Such interest shll be pid long with the monies lible to be refunded. Interest wrrnt will be disptched/credited (in cse of electronic pyment) long with the letter(s) of refund t the sole risk of the Applicnt, to the sole/first Applicnt. A tx deduction certificte will be issued for the mount of income tx so deducted. Record Dte Deemed Dte The record dte for the pyment of interest or the Mturity Amount shll be 15 dys prior to the dte on which such mount is due nd pyble. In the event the Record Dte flls on second or fourth Sturdy, Sundy or Public Holidy in New Delhi or ny other pyment centre notified in terms of the Negotible Instruments Act, 1881, the succeeding Working Dy shll be considered s the Record Dte for the pyment of interest nd the preceding Working Dy shll be considered s Record Dte for redemption of Bonds. Deemed Dte shll be the dte on which the Directors of the Compny or Bond Committee thereof pproves the Allotment of the Bonds for Trnche-I Issue or such dte s my be determined by the Bord of Directors or Bond Committee thereof nd notified to the stock exchnges. All benefits relting to the Bonds including interest on Bonds (s specified for ech trnche by wy of Trnche Prospectus) shll be vilble to the Investors from the Deemed Dte of the respective Trnche Issue. The ctul Allotment of Bonds my tke plce on dte other thn the Deemed Dte.

4 Reservtion Portion Who Cn Apply I (QIB)* II (Corporte)* III (HNI) IV (RII) 25% 40% 15% 20% of Overll Issue of Overll Issue of Overll Issue Size of Overll Issue Size Size Size Foreign Portfolio Investors Compnies within the The following Investors The following Investors ( FPI ), Foreign Institutionl mening of sub-section pplying for n mount pplying for n mount Investor ( FII ) nd sub- 20 of Section 2 of the ggregting to bove ggregting to up to nd ccounts (other thn sub Compnies Act, 2013; Rs.10 lkhs cross ll including Rs. 10 lkhs ccount which is foreign Sttutory bodies/ Series of Bonds in ech cross ll Series of Bonds corporte or foreign individul) corportions; Trnche Issue: in ech Trnche Issue: registered with SEBI, Qulified Coopertive bnks; Foreign Investor ( QFI ), not Trusts including Public/ Resident Indin Resident Indin being n individul nd privte/ individuls; individuls; registered with SEBI; chritble/religious trusts; Eligible NRIs on Eligible NRIs on Public Finncil Institutions, Limited libility reptrition or non reptrition or non scheduled commercil bnks, prtnership; reptrition bsis; reptrition stte industril development Regionl rurl bnks; Hindu Undivided bsis; Hindu corportions, multilterl nd Prtnership firms in the Fmilies through the Fmilies through the bilterl development finncil nme of prtners; Krt; nd Krt; nd institutions which re uthorised QFIs nd FPIs not being Eligible QFIs nd Eligible QFIs nd to invest in the Bonds; individuls; FPIs being FPIs being Provident funds nd pension funds with minimum corpus of ` 25 crores, which re uthorised to invest in the Bonds; Insurnce compnies registered * with the IRDA; Ntionl Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dted November 23, 2005 of the Government of Indi published in the Gzette of Indi; Insurnce funds set up nd mnged by the rmy, nvy or ir force of the Union of Indi or set up nd mnged by the Deprtment of Posts, Indi; Mutul funds registered with SEBI; nd Alterntive Investment Funds, subject to investment conditions pplicble to them under the Securities nd Exchnge Bord of Indi (Alterntive Investment Funds) Regultions, * Assocition of Persons; Societies registered under the pplicble lw in Indi nd uthorized to invest in Bonds; nd Any other domestic legl entities uthorised to invest in the Bonds, subject to complince with the relevnt regultions pplicble to such entities. individuls individuls..

September 30, 2017 (Q2-2018) March 31, 2017 (FY2017) (Audited) (Audited) (Audited) (Audited) (Audited) (Audited) 1. Interest earned (a)+(b)+(c)+(d)

September 30, 2017 (Q2-2018) March 31, 2017 (FY2017) (Audited) (Audited) (Audited) (Audited) (Audited) (Audited) 1. Interest earned (a)+(b)+(c)+(d) 2 ICICI Bnk Limited CIN-L65190GJ1994PLC021012 Registered Office: ICICI Bnk Tower, Ner Chkli Circle, Old Pdr Rod, Vdodr - 390 007. Corporte Office: ICICI Bnk Towers, Bndr-Kurl Complex, Bndr (Est), Mumbi