PROSPECTUS TRANCHE- II

December 23, 2014

IFCI LIMITED

(Promoted and Controlled by Government of India) The Company was incorporated on May 21, 1993 under the Companies Act, 1956 as a public limited company under the name ‘The Industrial Finance Corporation of India Limited’ with corporate identity number

L74899DL1993PLC053677 at Delhi with the Registrar of Companies, Delhi and Haryana and obtained the certificate of commencement of business on June 24, 1993. On October 27, 1999, our name was changed to

our present name ‘IFCI Limited’. For further details regarding changes to the name and registered office of our Company, see section titled “History, Main Objects and Certain Corporate Matters” on page 70 of the

Shelf Prospectus. Registered and Corporate Office: IFCI Tower, 61, Nehru Place, New Delhi- 110 019. Tel: +91 (11) 4179 2800/ 4173 2000. Fax: +91 (11) 2648 8471/ 2623 0201. E-mail:

ifcipublicissue@ifciltd.com, Website: www.ifciltd.com. Contact Person and Compliance Officer: Ms. Barkha Chhabra, Deputy General Manager. Tel: +91 (11) 4173 2000, 4173 2468. Fax: +91 (11) 26230029. E-

mail: bondscomplianceofficer@ifciltd.com.

PROMOTER OF THE COMPANY: PRESIDENT OF INDIA, THROUGH THE MINISTRY OF FINANCE, GOVERNMENT OF INDIA

PUBLIC ISSUE BY IFCI LIMITED (“COMPANY” OR “ISSUER” OR “IFCI”) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000 EACH

(“NCDs”) FOR AN AMOUNT OF RS. 250.00 CRORE (“BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO THE RESIDUAL SHELF LIMIT (i.e. RS. 790.813

CRORE) (“TRANCHE- II ISSUE”) AND IS BEING OFFERED BY WAY OF THIS PROSPECTUS TRANCHE- II CONTAINING, INTERLIA, THE TERMS AND CONDITIONS OF THE TRANCHE-

II ISSUE (THE “PROSPECTUS TRANCHE- II”), WHICH SHOULD BE READ TOGETHER WITH SHELF PROSPECTUS. THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS

TRANCHE- II CONSTITUTES THE “PROSPECTUS”.

The Tranche- II Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities), 2008, as amended (the “SEBI Debt Regulations”).

GENERAL RISKS

Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to the Tranche- II Issue. For taking an investment decision, investors must rely on their own examination of the

Issuer and the Tranche- II Issue, including the risks involved. Specific attention is invited to “Risk Factors” on page 9 of the Shelf Prospectus and “Recent Material Developments” on page 68 of this Prospectus

Tranche-II before making an investment in the Tranche- II Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India

(“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India.

COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT AND ELIGIBLE INVESTORS

For details relating to eligible investors, coupon rate, coupon payment frequency, maturity date and maturity amount of the NCDs, please refer to the section titled as “Issue Related Information” on page 29 of this

Prospectus Tranche- II.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus contains all information with regard to the Issuer and the Tranche- II Issue, which is material in the context

of the Tranche- II Issue and that the information contained in the Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are

honestly held and that there are no other material facts, the omission of which makes the Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material

respect.

CREDIT RATING

Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit rating of “BWR AA- (Outlook: Stable)” to the NCDs. Instruments with this

rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has vide its letter no.

BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating. ICRA Limited has, vide its letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of “[ICRA]A

(Stable)” to the NCDs. Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. ICRA Limited has

vide its letter no. D/RAT/2014-15/1-57/11dated December 22, 2014 revalidated its credit rating. These ratings are not a recommendation to buy, sell or hold securities, and investors should take their own decision.

These ratings are subject to revision or withdrawal at any time by the assigning rating agency(ies) and should be evaluated independently of any other ratings. For the revalidation letters each dated December 22, 2014,

see “Annexure B: Credit Rating (Revalidation Letters)” of this Prospectus Tranche- II. For the rationale for these ratings, see “Annexure B – Credit Rating” of the Shelf Prospectus.

PUBLIC COMMENTS

The Draft Shelf Prospectus dated September 29, 2014 was filed with BSE Limited (“BSE”), the Designated Stock Exchange pursuant to the regulation 6A, 6(1) and 6(2) of the SEBI Debt Regulations and was open for

public comments for a period of 7 Working Days i.e. until 5.00 p.m from the date of filing of the Draft Shelf Prospectus (i.e. September 30, 2014).

LISTING

The NCDs are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), which have given their respective in-principle listing approval by letter No. DCS/RK/PI-

BOND/18/14-15 dated October 10, 2014 and letter No. NSE/LIST/252627-K dated October 10, 2014 read with letter no. NSE/LIST/8117 dated December 22, 2014 respectively. The Designated Stock Exchange for the

Issue is BSE. For more information, see “Terms of the Issue – Listing” on page 44 of this Prospectus Tranche- II.

LEAD MANAGERS TO THE ISSUE

SBI CAPITAL MARKETS LIMITED

202, Maker Tower E,

Cuffe Parade, Mumbai 400 005

Tel: +91 (22) 2217 8300

Fax: +91 (22) 2218 8332

Email: ifcibond2014@sbicaps.com

Investor Grievance Email:

investor.relations@sbicaps.com

Website: www.sbicaps.com

Contact person: Ms. Dhivya Ravikumar/ Mr. Aditya

Deshpande

Compliance Officer: Mr. Bhaskar Chakraborty

SEBI Registration No.: INM000003531

A. K. CAPITAL SERVICES LIMITED

30-39 Free Press House, 3rd Floor, Free Press Journal

Marg, 215, Nariman Point,

Mumbai 400021

Tel: +91 (22) 6754 6500/6634 9300

Fax: +91 (22) 6610 0594

Email: ifcibonds2014@akgroup.co.in

Investor Grievance Email:

investor.grievance@akgroup.co.in

Website: www.akcapindia.com

Contact Person: Mr. Mandeep Singh / Ms. Akshata

Tambe

Compliance Officer: Mr. Vikas Agarwal

SEBI Registration No.: INM000010411

EDELWEISS FINANCIAL SERVICES

LIMITED

Edelweiss House, Off CST Road, Kalina, Mumbai

400 098

Tel: +91 (22) 4086 3535

Fax: +91 (22) 4086 3610

Email: ifcibonds@edelweissfin.com

Investor grievance email:

customerservice.mb@edelweissfin.com

Website: www.edelweissfin.com

Contact Person: Mr. Lokesh Singhi

Compliance Officer : B. Renganathan

SEBI Registration No.: INM0000010650

RR INVESTORS CAPITAL SERVICES

PRIVATE LIMITED

47. M.M Road, Rani Jhansi Marg Jhandewalan,

New Delhi- 110 055

Tel: +91 (11) 2363 6362/63

Fax: +91 (11) 2363 6746

Email: ifcibonds2014@rrfcl.com

Investor Grievance Email: investors@rrfcl.com

Website: www.rrfcl.com/www.rrfinance.com

Contact Person: Mr.Anurag Awasthi

Compliance Officer: Mr.Ravi Kant Goyal

SEBI Registration No.: INM000007508

DEBENTURETRUSTEE REGISTRAR TO THE ISSUE

AXIS TRUSTEE SERVICES LIMITED 2nd Floor, Axis House, Wadia International Centre

Pandurang Budhkar Marg, Worli, Mumbai 400 025

Tel: +91 (22) 2425 5215/ 16

Fax: +91 (22) 2425 4200

Email: debenturetrustee@axistrustee.com

Investor Grievance Email: complaints@debenturetrustee.com

Website: www.axistrustee.com

Contact Person: D J Bora

SEBI Registration No.: IND000000494

KARVY COMPUTERSHARE PRIVATE LIMITED Plot No. 17 to 24, Vithal Rao Nagar

Madhapur, Hyderabad 500 081

Tel: +91(40) 4465 5000

Fax: +91 (40) 2343 1551

Investor Help line no.: 1-800-3454001

Email ID: ifci.bonds@karvy.com

Investor Grievance ID: einward.ris@karvy.com

Website: http://karisma.karvy.com

Contact Person : Mr. M. Murali Krishna

SEBI Registration Number: INR000000221

ISSUE PROGRAMME*

ISSUE OPENS ON: JANUARY 1, 2015 ISSUE CLOSES ON: FEBRUARY 4, 2015

*The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian Standard Time) during the period indicated above with an option for early closure or extension, as may

be decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that

public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with

wide circulation.

Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to

be included in the Prospectus and all subsequent periodical communications sent to the holders of the NCDs issued, pursuant to this Issue.

A copy of the Shelf Prospectus and this Prospectus Tranche- II has been filed with the Registrar of Companies, National Capital Territory of Delhi, in terms of Section 26 and Section 31 of the Companies Act, 2013,

along with the requisite endorsed/ certified copies of all documents. For more information, see “Material Contracts and Documents for Inspection” on page 75 of this Prospectus Tranche- II.

TABLE OF CONTENTS

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS...........................................................................................................................................................1 CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON........7

FORWARD LOOKING STATEMENTS.............................................................................................................................................................8

SECTION II – INTRODUCTION

THE ISSUE...........................................................................................................................................................................................................9

GENERAL INFORMATION.............................................................................................................................................................................12

OBJECTS OF THE ISSUE.................................................................................................................................................................................18 STATEMENT OF TAX BENEFITS..................................................................................................................................................................19

OTHER REGULATORY AND STATUTORY DISCLOSURES.....................................................................................................................22

SECTION III- ISSUE RELATED INFORMATION

ISSUE STRUCTURE.........................................................................................................................................................................................29

TERMS OF THE ISSUE.....................................................................................................................................................................................33

ISSUE PROCEDURE.........................................................................................................................................................................................48

SECTION IV– OTHER INFORMATION

RECENT MATERIAL DEDEVELOMENTS…………………………............................................................................................................68

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ………………………………………………………………...........75 DECLARATION.................................................................................................................................................................................................76

ANNEXURE A: SHELF PROSPECTUS DATED OCTOBER 13, 2014

ANNEXURE B: CREDIT RATING (REVALIDATION LETTERS)

ANNEXURE C: LIMITED REVIEW REPORT ON UNAUDITED FINANCIAL RESULTS FOR THE PERIOD ENDED

SEPTEMBER 30, 2014 TOGETHER WITH THE UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF

YEAR ENDED SEPTEMBER 30, 2014

1

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus Tranche- II uses certain definitions and abbreviations which, unless the context indicates or implies otherwise, have the meaning provided below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and

modifications notified thereto.

Company Related Terms

Term Description

“Issuer”, “IFCI”, “our Company” or

“the Company”

IFCI Limited, a company incorporated under the Companies Act, 1956 and having its registered

office at IFCI Tower, 61, Nehru Place, New Delhi 110019

“We” or “us”, “our” IFCI Limited and its Subsidiaries, unless the context requires otherwise

ACE Assets Care and Reconstruction Enterprises Limited

Articles/ Articles of Association/AoA Articles of Association of the Company

Associate Company(ies) TFCIL, NITCON, HIMCON, HARDICON, RAJCON and KITCO

Auditors/ Statutory Auditors ASA and Associates and ANDROS and Company, Chartered Accountants, being the joint statutory auditors of the Company

Board/ Board of Directors Board of Directors of the Company

Board Committee Committee constituted by the Board of Directors in their meeting held on August 12, 2014

Equity Shares Equity Shares of the Company of face value Rs. 10 each

HARDICON HARDICON Limited

HIMCON Himachal Consultancy Organisation Limited

IFIN IFCI Financial Services Limited

IFIN Commodities IFIN Commodities Limited (Wholly owned subsidiary of IFIN)

IFIN Credit IFIN Credit Limited (Wholly owned subsidiary of IFIN)

IFIN Securities IFIN Securities Finance Limited (Wholly owned subsidiary of IFIN)

IFL IFCI Factors Limited

IIDL IFCI Infrastructure Development Limited

IRPL IIDL Realtors Private Limited (Wholly owned subsidiary of IIDL)

IVCFL IFCI Venture Capital Funds Limited

KITCO KITCO Limited

Memorandum/ Memorandum of Association/ MoA

Memorandum of Association of the Company

MPCON MPCON Limited

NITCON North India Technical Consultancy Organisation Limited

Registered Office and Corporate

Office

IFCI Tower, 61 Nehru Place, New Delhi - 110 019

RAJCON Rajasthan Consultancy Organisation Limited

RoC Registrar of Companies, National Capital Territory of Delhi and Haryana

SHCIL Stock Holding Corporation of India Limited

SPL SHCIL Projects Limited (Wholly owned subsidiary of SHCIL)

SSL SHCIL Services Limited (Wholly owned subsidiary of SHCIL)

Subsidiaries IFIN, IFIN Commodities, IFIN Credit, IFIN Securities, IFL, IIDL, IRPL, IVCFL, MPCON, SHCIL, SPL and SSL

TFCIL Tourism Finance Corporation of India Limited

Issue Related Terms

Term Description

A. K. Capital A. K. Capital Services Limited

Allotment/ Allot/ Allotted Issue and allotment of NCDs to the Allottees pursuant to the Tranche- II Issue

Allotment Advice The communication sent to the Allottees conveying the details of NCDs allotted to the Allottees in accordance with the Basis of Allotment

Allottee Successful Applicant to whom NCDs are allotted pursuant to the Tranche- II Issue

Applicant/ Investor A person who makes an offer to subscribe to the NCDs pursuant to the terms of the Shelf Prospectus,

Prospectus Tranche- II and Application Form

Application An application to subscribe to the NCDs offered pursuant to the Tranche- II Issue by submission of a valid Application Form and payment of the Application Amount by any of the modes as prescribed

under this Prospectus Tranche- II

Application Amount Aggregate value of NCDs applied for, as indicated in the Application Form

Application Form Form used by an Applicant for applying for NCDs through ASBA or non-ASBA process and which

will be considered as the application for Allotment of NCDs in terms of the Shelf Prospectus and this

Prospectus Tranche- II

Application Supported by Blocked Amount/ASBA/ ASBA Application

The application (whether physical or electronic) used by an ASBA Applicant to make an Application authorising the SCSB to block the Application Amount in a specified bank account maintained with

such SCSB

ASBA Account An account maintained with a SCSB which will be blocked by such SCSB to the extent of the

Application Amount of an ASBA Applicant

ASBA Applicant Any applicant who applies for the NCDs through the ASBA process

Base Issue Size Rs. 250.00 crore

Basis of Allotment The basis on which the NCDs will be allotted to successful Applicants under the Tranche- II Issue

and which is described in "Terms of the Issue - Basis of Allotment" on page 35 of this Prospectus Tranche- II

2

Term Description

Category I (QIBs) Public financial institutions as defined in Section 2 (72) of the Companies Act, 2013 as amended,

Indian alternative investment funds and venture capital funds registered with SEBI, Scheduled commercial banks, Indian Mutual funds registered with SEBI, Statutory corporations including State

Industrial Development Corporations, Insurance companies registered with the Insurance Regulatory

and Development Authority, Provident funds with a minimum corpus of Rs. 25.00 crore, Pension funds with a minimum corpus of Rs. 25.00 crore, superannuation funds and gratuity funds, The

National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of

the GoI, published in the Gazette of India, Insurance funds set up and managed by the army, navy, or air force of the Union of India, and Insurance funds set up and managed by the Department of Posts,

India, and authorised to invest in NCDs

Category II (Corporates) Companies within the meaning of section 2(20) of the Companies Act, 2013, Limited Liability Partnerships registered under the provisions of the LLP Act, Trusts settled under the Indian Trusts

Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable

laws, Partnership firms formed under applicable laws of India, in the name of partner, Cooperative banks, regional rural banks incorporated in India, Societies registered under the applicable law in

India, Resident Indian scientific and/or industrial research organizations, Educational institutions and

associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment and authorised to invest in NCDs

Category III (High Networth

Individuals/HNIs)

High net worth individuals (including HUFs applying through their Kartas who have applied for NCDs

for an amount more than Rs. 2.00 lakh in the Issue across all Series of NCDs

Category IV (Retail Individual

Investors)

Individual investors (including HUFs applying through their Kartas who have applied for NCDs for an

amount less than or equal to Rs. 2.00 lakh in the Issue across all Series of NCDs

Consolidated Debenture Certificate In case of NCDs applied for in physical form or rematerialized NCDs held in physical form, the

certificate issued by the Company to the Debenture holder for the aggregate amount of NCDs that are

rematerialized and held by such Debenture holder

Consortium Members Lead Managers, SBICAP Securities Limited, A. K. Stockmart Private Limited, Edelweiss Securities

Limited and RR Equity Brokers Private Limited

Consortium Agreement The consortium agreement dated October 10, 2014, as amended and supplemented by First Addendum to the Consortium Agreement dated December 22, 2014 entered into between the

Company and the Consortium Members

Credit Rating Agencies Brickwork and ICRA

Collection Centres Collection Centres shall mean those branches of the Bankers to the Issue that are authorised to collect the Application Forms (other than ASBA) as per the Escrow Agreement entered into by the

Company, Bankers to the Issue, Registrar and Lead Managers

Debentures/ NCDs Redeemable, secured, non -convertible debentures of face value of Rs. 1,000 each, proposed to be

issued by the Company pursuant to the Shelf Prospectus and this Prospectus Tranche- II

Debenture holder(s)

Any person holding NCDs and whose name appears on the beneficial owners list provided by the

Depositories (in case of NCDs held in dematerialised form) or whose name appears in the Register of

Debenture holders maintained by the Company (in case of NCDs held in physical form)

Debenture Certificate(s) Certificate issued to Debenture holder(s) pursuant to Allotment, in case the Applicant has opted for physical debentures based on the request from the Debenture holders

Debenture Trust Agreement Debenture trust agreement dated September 26, 2014 entered into between the Debenture Trustee

and the Company

Debenture Trust Deed Debenture trust deed dated November 28, 2014 entered into between the Debenture Trustee and the Company

Debenture Trustee Trustee for the Debenture holders in this case being Axis Trustee Services Limited

Deemed Date of Allotment The date on which, the Board of Directors or Board Committee approves the Allotment of NCDs for

the Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified to the Designated Stock Exchange. All benefits relating to the NCDs

including interest on NCDs (as specified in this Prospectus Tranche- II) shall be available from the

Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment

Demographic Details The demographic details of an Applicant such as his/ her address, occupation, PAN, bank account

details, category etc. for printing on refund orders or used for refunding through electronic mode as applicable

Designated Branches All branches of the SCSBs which shall collect the Application Form used by ASBA Applicants, a list of

which is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or such other website as may be prescribed by the SEBI from time to time

Designated Date Date on which Application Amounts are transferred from the Escrow Account(s) and ASBA

Accounts to the Public Issue Account or the Refund Account, as appropriate, following which the

Board of Directors, or the Board Committee, shall Allot the NCDs to the successful Applicants

Designated Stock Exchange BSE

Direct Online Application The Application made using the online interface and online payment facility of the Stock Exchanges,

as applicable. This facility is available only for demat account holders who wish to hold the NCDs

pursuant to the Tranche- II Issue in dematerialized form

Draft Shelf Prospectus The draft shelf prospectus dated September 29, 2014 filed by the Company with the Designated

Stock Exchange for seeking public comments, in accordance with the SEBI Debt Regulations read

together with the Addendum to the Draft Shelf Prospectus dated October 10, 2014

Edelweiss Edelweiss Financial Services Limited

Escrow Account(s) Account(s) opened with the Escrow Collection Bank(s), in whose favour Applicants (other than

ASBA Applicants) will issue cheques or drafts in respect of the Application Amount when

submitting an Application for the Tranche- II Issue

Escrow Agreement The Escrow agreement dated October 10, 2014, as amended and supplemented by First Addendum to

3

Term Description

the Escrow Agreement dated December 22, 2014 entered into by the Company, the Lead Managers,

Registrar to the Issue, and the Escrow Collection Bank(s) for collection of the Application Amounts and where applicable, refunds of amounts collected from Applicants (other than ASBA Applicants)

on the terms and conditions thereof

Escrow Collection Bank(s)/ Bankers to the Issue

Banks which are clearing members and registered with SEBI with whom the Escrow Account will be opened, in this case being IDBI Bank Limited, ICICI Bank Limited, Axis Bank Limited, IndusInd

Bank Limited and HDFC Bank Limited

Interest Payment Date/ Coupon

Payment Date

The date on which interest on NCDs shall fall due for payment as specified in the section titled as

“Terms of the Issue” on page 33 of this Prospectus Tranche- II

Issue Public issue of the secured redeemable non-convertible debentures of face value of Rs. 1,000 each,

proposed to be issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche

Prospectus(es), for an amount aggregating upto the Shelf Limit of Rs. 2,000.00 crore. The NCDs will be issued in one or more tranches (each being a “Tranche Issue”) subject to the Shelf Limit.

The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an

option to retain oversubscription upto the Residual Shelf Limit (i.e. Rs. 790.813 crore) (“Tranche- II

Issue”) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms

and conditions of Tranche- II Issue, which should be read together with the Shelf Prospectus filed

with the RoC, Stock Exchanges and SEBI. The Shelf Prospectus together with this Prospectus Tranche- II constitutes the “Prospectus”

Issue Agreement The issue agreement dated September 27, 2014 entered into between the Company and the Lead

Managers

Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days, during which a prospective investor may submit their Application Forms

Lead Managers/ LMs SBICAP, A. K. Capital, Edelweiss and RR Investors

Limited Review Financial

Statements

The unaudited financial results of the Company for the 3 (Three) months ended June 30, 2014 and

half year ended September 30, 2014 on which the auditors have prepared a limited review report. For details, see the section titled “Annexure C- Limited Review Report on Unaudited Financial Results

for the period ended September 30, 2014 together with the Unaudited (Standalone) Financial

Results for the half year ended September 30, 2014” of this Prospectus Tranche-II and "Annexure A

– Financial Statements" of the Shelf Prospectus

Lien Receivables The specified book debts over which a negative lien has been created by the Company in favour of

OBC and BOB

Market Lot One NCD

OCB or Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent of

at least 60% (sixty percent) by NRIs including overseas trusts, in which not less than 60% (sixty

percent) of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general

permission granted to OCBs under the FEMA. OCBs are not permitted to invest in the Issue

Offer Documents/ Prospectus The Shelf Prospectus together with this Prospectus Tranche- II

Public Issue Account Account opened with the Escrow Collection Bank(s) to receive monies from the Escrow Account(s) and the ASBA Accounts, on the Designated Date

Receivables The book debts of the Company

Record Date As specified in the section titled as “Terms of the Issue” on page 33 of this Prospectus Tranche- II

Redemption Amount or Maturity

Amount

The amount payable by the Company to the relevant Debenture holder at the time of redemption of

NCDs, including any amount of Coupon/ Interest accrued as on the Redemption Date.

Redemption Date or Maturity Date The date(s) on which the NCDs issued under different Series fall due for redemption as specified in

this Prospectus Tranche- II.

Refund Account Account opened with the Refund Bank from which refunds, if any, of the whole or any part of the

Application Amount (excluding application amounts from ASBA Applicants) shall be made

Refund Bank IndusInd Bank Limited

Reformatted Consolidated Financial

Statements

The statement of reformatted consolidated assets and liabilities of the Company for the Fiscal ended

March 31, 2014, March 31, 2013, March 31, 2012, March 31, 2011 and March 31, 2010 and the related statement of reformatted consolidated statement of profits and loss and the related statement

of reformatted consolidated cash flow for the Fiscal ended March 31, 2014, March 31, 2013, March

31, 2012, March 31, 2011 and March 31, 2010 as examined by our Company’s Statutory Auditors

Reformatted Financial Statements Reformatted Consolidated Financial Statements and Reformatted Standalone Financial Statements. For details, see the section titled “Annexure A- Financial Statements” of the Shelf Prospectus.

Reformatted Standalone Financial

Statements

The statement of reformatted standalone assets and liabilities of the Company for the Fiscal ended

March 31, 2014, March 31, 2013, March 31, 2012, March 31, 2011 and March 31, 2010 and the related statement of reformatted standalone statement of profits and loss and the related statement of

reformatted standalone cash flow for the Fiscal ended March 31, 2014, March 31, 2013, March 31,

2012, March 31, 2011 and March 31, 2010 as examined by our Company’s Statutory Auditors

Register of Debenture holders Register of Debenture holders maintained by the Issuer in accordance with the Companies Act and as detailed in “Terms of the Issue – Rights of Debenture holders” on page 42 of this Prospectus

Tranche- II

Registrar Agreement The registrar agreement dated September 26, 2014 entered into between the Company and the Registrar to the Issue, as amended and supplemented by Addendum to the Registrar Agreement dated

October 11, 2014, in relation to the responsibilities and obligations of the Registrar to the Issue

pertaining to the Issue

Registrar to the Issue or Registrar Karvy Computershare Private Limited

Resident Individual Individual who is a person resident in India as defined under the Foreign Exchange Management Act,

1999

Residual Shelf Limit Shelf Limit less the aggregate amount of NCDs allotted under Tranche-I Issue. The Residual Shelf

4

Term Description

Limit for the Issue being Rs. 790.813 crore to be issued through one or more Tranche(s)

RR Investors RR Investors Capital Services Private Limited

SBICAP SBI Capital Markets Limited

Self Certified Syndicate Banks or

SCSBs

The banks registered with the SEBI under the Securities and Exchange Board of India (Bankers to an

Issue) Regulations, 1994 offering services in relation to ASBA, a list of which is available at

www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. A list of the branches of the SCSBs where Application Forms will be forwarded by such Members of the Syndicate is available at

www.sebi.gov.in

Series of NCDs or Series A series of NCDs, which are identical in all respects including but not limited to terms and

conditions, listing and ISIN number (in the event that NCDs in a single Series of NCDs carry the same coupon/ interest rate) and as further stated to be an individual “Series” in this Prospectus

Tranche- II

Shelf Limit The aggregate limit of the Issue being Rs. 2,000.00 crore to be issued as per the terms of the Shelf Prospectus, through one or more tranches

Shelf Prospectus The Shelf Prospectus dated October 13, 2014 filed by the Company with the RoC, Stock Exchanges

and SEBI, in accordance with the provisions of the SEBI Debt Regulations and Companies Act, 2013

Specified Cities/ Syndicate ASBA Locations

Application centres at Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat where the Members of the Syndicate shall accept Application

Forms under the ASBA process in terms of the SEBI Circular No. CIR/CFD/DIL/1/2011, dated April

29, 2011

Syndicate SCSB Branches In relation to ASBA Applications submitted to a Member of the Syndicate, such branches of the

SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to receive deposits of the

Application Forms from the Members of the Syndicate, and a list of which is available on

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website(s) as may be prescribed by SEBI from time to time

Stock Exchanges BSE and NSE

Sub-Consortium Member(s) The brokers and sub-brokers appointed by the Consortium Members to procure Applications for the Issue, either by themselves or through agents/ sub-brokers appointed by the Sub-Consortium

Members

Syndicate or Members of the

Syndicate

Collectively, the Lead Managers and the Consortium Members and Sub-Consortium Members

Trading Lot One NCD

Trading Member Intermediaries registered with a Broker or a Sub-Broker under the SEBI (Stock Brokers and Sub-

Brokers) Regulations, 1992 and/or with BSE under the applicable byelaws, rules, regulations,

guidelines, circulars issued by the relevant Stock Exchanges from time to time

TRS/ Transaction Registration Slip The acknowledgement or document issued by any of the Members of the Syndicate, SCSBs or

Trading Members of the Stock Exchange(s), as the case may be, to an Applicant upon demand as

proof of registration of Application for NCDs

Tranche- I Issue Issue of NCDs of Rs. 1,209.187 crore

Tranche- II Issue Issue of NCDs for an amount of Rs. 250.00 crore with an option to retain oversubscription upto the

Residual Shelf Limit (i.e. Rs. 790.813 crore)

Tranche Issue Closing Date/ Issue

Closing Date

February 4, 2015

The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00

p.m (Indian Standard Time) during the period indicated above with an option for early closure or

extension, as may be decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such early closure or extension of the subscription list of the Tranche- II

Issue, the Company shall ensure that public notice of such early closure/extension is published on or

before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with wide circulation

Tranche Issue Opening Date/ Issue

Opening Date

January 1, 2015

Tranche Prospectus/ Prospectus

Tranche- II

This Prospectus Tranche- II dated December 23, 2014, filed with the RoC, Stock Exchanges and

SEBI pursuant to the provisions of SEBI Debt Regulations and Companies Act, 2013

Tripartite Agreements Tripartite agreement dated November 3, 2011 between the Company, CDSL and the Registrar to the

Issue and the tripartite agreement dated November 9, 2011 between the Company, NSDL and the Registrar to the Issue

Working Days All days excluding Sundays or a public holiday in New Delhi, India, except with reference to Issue

Period and Record Date, where working days shall mean all days, excluding Saturdays, Sundays and public holiday in New Delhi, India

Conventional and General Terms or Abbreviations

Term/Abbreviation Description/ Full Form

AADHAR AADHAR is a 12-digit unique number which the Unique Identification Authority of India {UIDAI}

has issued/ will issue for all residents of India.

AD Authorised Dealer

AGM Annual General Meeting

AMC Asset management company

AS Accounting Standards issued by the ICAI

BOB Bank of Baroda

Borrowing in Rupees Regulations FEMA (Borrowing or Lending in Rupees) Regulations, 2000, as amended and supplemented from

5

Term/Abbreviation Description/ Full Form

time to time

Brickwork Brickwork Ratings India Private Limited

BSE BSE Limited

CAGR Compounded Annual Growth Rate

CARE Credit Analysis & Research Limited

CDSL Central Depository Services (India) Limited

Civil Procedure Code Code of Civil Procedure, 1908, as amended and supplemented from time to time

Companies Act, 1956 Companies Act, 1956 as amended and supplemented from time to time and to the extent in force as

on the date of this Prospectus Tranche- II

Companies Act, 2013 Companies Act, 2013 as amended and supplemented from time to time and to the extent in force as

on the date of this Prospectus Tranche- II

Competition Act Competition Act, 2002, as amended and supplemented from time to time

CRISIL CRISIL Limited

CSR Corporate Social Responsibility

Debt Listing Agreement The debt listing agreement entered into by the Company with the Stock Exchanges

Depository(ies) CDSL and NSDL

Depositories Act Depositories Act, 1996, as amended and supplemented from time to time

DIN Directors Identification Number

DP/ Depository Participant Depository Participant, as defined under the Depositories Act, 1996

DRR Debenture Redemption Reserve

DTC Direct Tax Code

ESOP Employee Stock Option Plan

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, as amended and supplemented from time to time

FEMA 20 Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended and supplemented from time to time

FII Foreign Institutional Investor

FIMMDA Fixed Income Money Market and Derivative Association of India

FIPB Foreign Investment Promotion Board

Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year

GDP Gross Domestic Product

GoI or Government or Central

Government

Government of India

HUFs Hindu Undivided Families

ICAI Institute of Chartered Accountants of India

ICRA ICRA Limited

IFC Act, 1948 Industrial Finance Corporation Act, 1948, which was repealed on July 1, 1993

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

IRDA Statutory body constituted under the Insurance Regulatory and Development Authority Act, 1999

IRRPL India Ratings and Research Private Limited

Income Tax Act Income Tax Act, 1961, as amended and supplemented from time to time

India Republic of India

Indian GAAP Generally accepted accounting principles followed in India

KYC Know your customer

LIBOR London Inter-Bank Offer Rate

LIC Life Insurance Corporation of India

LLP Act Limited Liability Partnership Act, 2008, as amended and supplemented from time to time

Loan Book Outstanding loans net of provisions made for NPAs

MF Mutual Fund

MoF Ministry of Finance, GoI

MCA Ministry of Corporate Affairs, GoI

MICR Magnetic Ink Character Recognition

NABARD National Bank for Agriculture and Rural Development

NBFC Non Banking Finance Company, as defined under applicable RBI guidelines

NBFC-ND-SI Systematically Important Non- deposit Non Banking Finance Company

NBFC Prudential Norms Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Direction, 2007, as amended and supplemented from time to time

NECS National Electronic Clearing System

NEFT National Electronic Fund Transfer

NRI Non Resident Indian

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

NSSF National Small Savings Fund

OBC Oriental Bank of Commerce

p.a. Per annum

PAN Permanent Account Number

PAT Profit After Tax

Person Resident Outside India A person who is not a Person Resident in India (as defined under FEMA)

PFI Public Financial Institution, as defined under Section 2(72) of the Companies Act, 2013

6

Term/Abbreviation Description/ Full Form

PIO Person of Indian Origin

PPP Public Private Partnership

RBI Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934, as amended and supplemented from time to time

Rs. or Rupees or Indian Rupees or Lawful currency of India

RTGS Real Time Gross Settlement

SEBI Securities and Exchange Board of India

SEBI Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended and supplemented from

time to time

SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Fund) Regulations, 1996, as amended and

supplemented from time to time

Securities Act United States Securities Act, 1933, as amended and supplemented from time to time

Trusts Act Indian Trusts Act, 1882, as amended and supplemented from time to time

UAN Unique application number

U.S.A United States of America

Venture Capital Funds or VCFs Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital

Funds) Regulations, 1996) registered with SEBI

Technical and Industry Related Terms

Term/Abbreviation Description/ Full Form

KfW KfW banking group, a German government-owned development bank

Net Sanction Amount calculated after reducing the unallocated amount to the Company and the cancelled loans from the gross sanction amount

NPA Non Performing Assets

Yield Ratio of interest income to the daily average of interest earning assets

Notwithstanding the foregoing, terms in “Statement of Tax Benefits” and “Issue Procedure” on pages 19 and 48, respectively of this

Prospectus Tranche- II, shall have the meanings given to such terms in these respective sections.

7

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON

Certain Conventions

All references in this Prospectus Tranche- II to “India” are to the Republic of India and its territories and possessions.

Financial Data

Our Company publishes its financial statements in Rupees. Our Company’s financial statements are prepared in accordance with Indian

GAAP, the Companies Act, 1956 and the Companies Act, 2013.

Unless stated otherwise, the financial data in this Prospectus Tranche- II is derived from: (i) Reformatted Financial Statements; and/or (ii)

Limited Review Financial Statements. In this Prospectus Tranche- II, any discrepancies in any table between the total and the sums of the

amounts listed are due to rounding off. All decimals have been rounded off to two decimal points. The audit for the years ended March 31, 2010, March 31, 2011 and March 31, 2012 was conducted by Chokshi & Chokshi, Chartered Accountants. The audit for the year ended

March 31, 2013 was conducted by Ray & Ray Chartered Accountants. The audit for the year ended March 31, 2014, and the Limited Review

Financial Statements for the quarter ended June 30, 2014 was conducted jointly by Thakur, Vaidyanath Aiyar & Co and Andros & Company, Chartered Accountants. The Limited Review Financial Statements for the half year ended September 30, 2014 was conducted jointly by ASA

& Associates LLP and Andros & Company, Chartered Accountants.

The current financial year of the Company commences on April 1 and ends on March 31 of the next year, so all references to particular

“financial year”, “fiscal year”, and “Fiscal” or “FY”, unless stated otherwise, are to the 12 months period ended on March 31 of that year.

The degree to which the financial statements included in this Prospectus Tranche- II will provide meaningful information is entirely

dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting

practices on the financial disclosures presented in this Prospectus Tranche- II should accordingly be limited.

Currency and Unit of Presentation

In this Prospectus Tranche- II, references to ‘Rs.’, ‘Indian Rupees’, ‘ ’ and ‘Rupees’ are to the legal currency of India and references to

‘US$’, ‘USD’, and ‘U.S. dollars’ are to the legal currency of the United States of America and references to ‘Euro’ and ‘€’ are to the legal currency of the European Union.

Industry and Market Data

Any industry and market data used in this Prospectus Tranche- II consists of estimates based on data reports compiled by government bodies,

professional organizations and analysts, data from other external sources and knowledge of the markets in which the Company competes. These publications generally state that the information contained therein has been obtained from publicly available documents from various

sources believed to be reliable but it has not been independently verified by us or its accuracy and completeness is not guaranteed and its

reliability cannot be assured. Although the Company believes the industry and market data used in this Prospectus Tranche- II is reliable, it has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes of presentation. Data

from these sources may also not be comparable. The extent to which the industry and market data is presented in this Prospectus Tranche- II

is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no

standard data gathering methodologies in the industry in which the Company conducts its business, and methodologies and assumptions may

vary widely among different market and industry sources.

Exchange Rates

The exchange rates of the US$ and € as at September 30, 2014, June 30, 2014, March 31, 2014, 2013, 2012, 2011 and 2010 are provided below:

Currency Exchange

Rate into

Rs. as at

September

30, 2014

Exchange

Rate into Rs.

as at June 30,

2014

Exchange

Rate into Rs.

as at March

28, 2014^

Exchange Rate

into Rs. as at

March 28,

2013

Exchange

Rate into

Rs. as at

March 30,

2012#

Exchange

Rate into Rs.

as at March

31, 2011

Exchange

Rate into Rs.

as at March

31, 2010

1 US$ 61.61 60.09 60.09 54.39 51.15 44.65 45.14

1 € 78.20 82.00 82.00 69.54 68.34 63.24 60.56

Source: RBI Reference Rates (www.rbi.org.in)

^ March 29, 2014 was a holiday and March 30, 2014 and March 31, 2014 were trading holiday; hence, exchange rates for last working day of March, 2014 i.e March 28, 2014 have been used.

*March 29, 2013 was a holiday and March 30, 2013 and March 31, 2013 were trading holiday; hence, exchange rates for last working day

of March, 2013 i.e March 28, 2013 have been used. # March 31, 2012 was a trading holiday; hence, exchange rates for last working day i.e. March 30, 2012 have been used.

8

FORWARD LOOKING STATEMENTS

Certain statements contained in this Prospectus Tranche- II that are not statements of historical fact constitute ‘forward-looking statements’.

Investors can generally identify forward-looking statements by terminology such as ‘aim’, ‘anticipate’, ‘believe’, ‘continue’, ‘could’,

‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘seek,’ ‘should’, ‘will’, ‘would’, or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking

statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are forward-

looking statements. These forward-looking statements include statements as to our business strategy, revenue and profitability, new business and other matters discussed in this Prospectus Tranche- II that are not historical facts. All forward-looking statements are subject to risks,

uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-

looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

inherent risks in infrastructure financing, to the extent they materialize;

our ability to comply with certain specific conditions prescribed by the Government of India (“GoI”) in relation to our business or

any changes in laws and regulations applicable to companies in India, including foreign exchange control regulations in India;

volatility in interest rates for our lending and investment operations as well as the rates at which the Company borrows from

banks/financial institutions;

limited recourse in the event of default by our borrowers;

credit and market risks, affecting our credit ratings and our cost of funds;

unavailability of financing at commercially acceptable terms, or at all;

concentration of our exposure to certain sectors, areas and borrowers;

foreign currency borrowings as well as financing activities, which will expose us to fluctuations on foreign exchange rates;

we may face asset-liability mismatches, which could affect our liquidity;

our provisioning norms may not be indicative of the expected quality of our loan portfolio;

changes in political conditions in India and internationally;

governmental and regulatory actions that may affect our business or our industry;

other factors discussed in the Shelf Prospectus, including under “Risk Factors” on page 9 of the Shelf Prospectus.

For further discussion of factors that could cause our actual results to differ from our expectations, please refer to the section titled “Risk

Factors” and chapters titled “Industry Overview” and “Business” beginning on pages 9, 52 and 58, respectively of the Shelf Prospectus.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Industry Overview”, “Business” and “Material Developments” on page 52, 58 and 123, respectively of the Shelf

Prospectus. The forward-looking statements contained in the Shelf Prospectus are based on the beliefs of management, as well as the

assumptions made by, and information currently available to, management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, the Company cannot assure Investors that such expectations will prove to be

correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. If any of these

risks and uncertainties materialize, or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking

statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. Neither our Company or the

Lead Managers, nor any of their respective affiliates has any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do

not come to fruition. Our Company and Lead Managers will ensure that investors in India are informed of material developments until the

time of the grant of listing and trading permission by BSE and NSE.

9

SECTION II - INTRODUCTION

THE ISSUE

The following is a summary of the terms of the NCDs. This section should be read in conjunction with, and is qualified in its entirety by, more detailed information in “Issue Structure” and “Terms of the Issue” on page 29 and 33 of this Prospectus Tranche- II.

COMMON TERMS FOR ALL SERIES OF THE NCDs

Issuer IFCI Limited

Lead Managers SBI Capital Markets Limited, A. K. Capital Services Limited, Edelweiss Financial Services Limited and RR Investors Capital Services Private Limited

Type of Instrument Secured redeemable non-convertible debentures

Issue Public issue of the secured redeemable non-convertible debentures of face value of Rs. 1000 each, proposed to be

issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche Prospectus(es), in one or more tranches (each being a “Tranche Issue”) for an amount aggregating upto Rs. 2,000.00 crore (“Shelf Limit”) on

the terms and conditions as set out in separate Tranche Prospectus(es) for each tranche issue, which should be

read together with the Shelf Prospectus.

The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain oversubscription upto the Residual Shelf Limit (i.e. Rs. 790.813 crore) (“Tranche- II Issue”) and is being

offered by way of this Prospectus Tranche- II containing, interalia, the terms and conditions of Tranche- II Issue,

which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI. The

Shelf Prospectus together with this Prospectus Tranche- II constitutes the “Prospectus”.

Face Value (Rs.) Rs. 1,000 per NCD

Issue Price (Rs.) Rs. 1,000 per NCD

Nature of Instrument Secured

Mode of Issue Public issue

Minimum Application Size

and in multiples

Ten NCDs (Rs. 10,000) and in the multiple of One NCD thereafter

Pay-in Date The date of Application. The entire Application Amount is payable on Application. See “Issue Procedure –

Payment Instructions” on page 59 of this Prospectus Tranche- II

Eligible Investor See the section titled “Issue Procedure- Who Can Apply” on page 49 of this Prospectus Tranche- II

Listing BSE and NSE. BSE being the Designated Stock Exchange. For more information, see “Terms of the Issue –

Listing” on page 44 of this Prospectus Tranche- II. The NCDs shall be listed on the BSE and NSE within 12

Working Days from the relevant Tranche Issue Closing Date

Credit Rating / Rating of

the Instrument

Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September

26, 2014, assigned a credit rating of “BWR AA- (Outlook: Stable)” to the NCDs. Instruments with this rating are

considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-

15/0286 dated December 22, 2014 revalidated its credit rating. ICRA Limited has, vide its letter no.

D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of “[ICRA]A (Stable)” to the NCDs. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of

financial obligations. Such instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-

15/1-57/ 11dated December 22, 2014 revalidated its credit rating. For the revalidation letters each dated December 22, 2014, see “Annexure B: Credit Rating (Revalidation Letters)” of this Prospectus Tranche- II. For

the rationale for these ratings, see “Annexure B – Credit Rating” of the Shelf Prospectus

Security Pari passu floating first charge on Receivables of the Company (other than the Lien Receivables) with an asset

cover of one time of the total outstanding amount of NCDs and interest thereon at any point of time. The Company reserves the right to create first pari passu charge on the present and future Receivables for its present

and future financial requirements or otherwise, provided that a minimum security cover of 1 (one) time is

maintained

Security Cover One time of the total outstanding amount of the NCDs and the interest due thereon at any point in time

Nature of Indebtedness and

Ranking/ Seniority

The claims of the Debenture holders shall be superior to the claims of any unsecured creditors of the Company

and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other secured creditors of the Company having the same security

Put/Call Option There is no put/ call option for the NCDs

Debenture Trustee Axis Trustee Services Limited

Depositories Central Depository Services (India) Limited (“CDSL”) and National Securities Depository Limited (“NSDL”)

Registrar Karvy Computershare Private Limited

Modes of Payment/

Settlement Mode

1. Direct Credit; 2. National Electronic Clearing System (“NECS”);

3. Real Time Gross Settlement (“RTGS”);

4. National Electronic Fund Transfer (“NEFT”); and 5. Demand Draft/ Cheque/ Pay Order

For more information, see “Terms of the Issue – Manner and Modes of Payment” on page 41 of this Prospectus

Tranche- II.

Mode of Issuance In dematerialised form and physical form, at the option of the Applicant*

Mode of Trading In dematerialised form only*

Market Lot / Trading Lot One NCD

Deemed Date of Allotment The date on which, the Board of Directors or Board Committee, approves the Allotment of NCDs for the

Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified to the Designated Stock Exchange. All benefits relating to the NCDs including interest on NCDs (as specified in

this Prospectus Tranche- II) shall be available from the Deemed Date of Allotment. The actual allotment of

NCDs may take place on a date other than the Deemed Date of Allotment

10

COMMON TERMS FOR ALL SERIES OF THE NCDs

Issue Opening Date January 1, 2015

Issue Closing Date February 4, 2015

The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian

Standard Time) during the period indicated above with an option for early closure or extension, as may be decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such

early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public

notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with wide

circulation

Record Date The date falling 15 (fifteen) days prior to the relevant Interest Payment Date on which Interest is due and

payable, or the Maturity Date on which the Maturity Amount is due and payable or as may be prescribed by the Stock Exchanges. In the event Record Date falls on a Saturday, Sunday, or a public holiday in New Delhi, the

previous Working Day shall be considered as Record Date

Objects of the Issue and

Utilisation of Proceeds

See “Objects of the Issue” on page 18 of this Prospectus Tranche- II

Working/ Business Day

Convention

See “Terms of the Issue- Effect of holidays on payment ” on page 39 of this Prospectus Tranche- II

Day Count Convention See “Terms of the Issue- Day Count Convention” on page 39 of this Prospectus Tranche- II

Transaction Documents The Shelf Prospectus, this Prospectus Tranche- II read with notices, corrigenda, documents/ undertakings/

agreements entered into or to be entered into by the Company with Lead Managers and/or other

intermediaries for the purpose of this Issue, including but not limited to the following: -

Debenture Trust Agreement Debenture Trust Agreement dated September 26,

2014 entered into between the Debenture Trustee and

the Company

Debenture Trust Deed Debenture Trust Deed dated November 28, 2014

entered into between the Debenture Trustee and the Company

Escrow Agreement Escrow Agreement dated October 10, 2014, as

amended and supplemented by First Addendum to the Escrow Agreement dated December 22, 2014

entered into between the Company, the Registrar to

the Issue, the Lead Managers and the Escrow Collection Bank(s) for collection of the Application

Amounts and where applicable, refunds of amounts

collected from Applicants on the terms and conditions thereof

Issue Agreement Issue Agreement dated September 27, 2014 entered

into between the Company and the Lead Managers

Consortium Agreement Consortium Agreement dated October 10, 2014, as

amended and supplemented by First Addendum to

the Consortium Agreement dated December 22, 2014 entered into between the Company and the

Consortium Members

Registrar Agreement Agreement dated September 26, 2014 entered into between the Company and the Registrar to the Issue

as amended and supplemented by Addendum to the

Registrar Agreement dated October 11, 2014, in relation to the responsibilities and obligations of the

Registrar to the Issue pertaining to the Issue

Tripartite Agreements Tripartite agreement dated November 3, 2011 entered into between the Company, CDSL and the

Registrar to the Issue and the tripartite agreement

dated November 9, 2011 entered into between the Company, NSDL and the Registrar to the Issue

Conditions precedent/

subsequent to disbursement

Other than the conditions specified in the SEBI Debt Regulations, there are no conditions precedent/subsequent to disbursement. See “Terms of the Issue - Utilisation of Issue Proceeds” on page 44 of this Prospectus

Tranche- II

Event of Default See “Terms of the Issue- Event of Defaults” on page 43 of this Prospectus Tranche- II

Cross Default Not applicable

Roles and Responsibilities

of Debenture Trustee

See “Terms of the Issue- Debenture Trustee” on page 44 of this Prospectus Tranche- II

Discount at which NCDs

are issued and the effective

yield as a result of such

discount

Not applicable

Governing Law Laws of the Republic of India

Jurisdiction The courts of New Delhi will have exclusive jurisdiction for the purposes of the Tranche- II Issue.

* The Allotment of NCDs shall be in dematerialized form as well as physical form. In terms of Regulation 4 (2)(d) of the SEBI Debt

Regulations and Section 29 of the Companies Act, 2013, the Company shall make public issue of NCDs in dematerialized form. However, in

11

terms of Section 8(1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the NCDs in physical form will

fulfill such request. The trading in NCDs shall be compulsorily in dematerialized form.

Participation by any of the above-mentioned Investor classes in the Tranche- II Issue will be subject to applicable statutory and/or

regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the investment limits or

maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions.

In case of Application Form being submitted in joint names, Applicants should ensure that the demat account is also held in the same

joint names, and the names are in the same sequence in which they appear in the Application Form.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in

connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Tranche- II Issue.

SPECIFIC TERMS FOR EACH SERIES OF NCDs

The specific terms and conditions of each series of NCDs offered pursuant to the Tranche-II Issue are as follows:

Options/ Series I* II** III IV**

Frequency of Interest Payment Annual Not Applicable Annual Not Applicable

Tenor from Deemed Date of Allotment 5 Years 10 Years

Coupon Rate (% per annum) for all Category

of Investor(s) (A)

9.35% Not Applicable 9.40% Not Applicable

Additional incentive over Coupon Rate (% per

annum) on any Record Date applicable only to

Category III and Category IV Investor(s) (B)

0.10% Not Applicable 0.10% Not Applicable

Aggregate of the Coupon Rate and the

Additional incentive (as per B above) applicable

only to Category III and Category IV

Investor(s) {(A) + (B) })

9.45% Not Applicable 9.50% Not Applicable

Effective Yield (per annum) for Category I and

Category II Investor(s)

9.35% 9.35% 9.40% 9.40%

Effective Yield (per annum) for Category III

and Category IV investors

9.45% 9.45% 9.50% 9.50%

Frequency of Interest Payment Annual Not Applicable Annual Not Applicable

Coupon/ Interest Type Fixed Not Applicable Fixed Not Applicable

Coupon Payment Date/ Interest Payment Date The date, which is

the day falling one

year from the Deemed Date of

Allotment, in case

of the first coupon/ interest payment

and the same day

every year, until the Redemption

Date for

subsequent coupon/ interest

payment

Not Applicable The date, which is

the day falling one

year from the Deemed Date of

Allotment, in case

of the first coupon/ interest

payment and the

same day every year, until the

Redemption Date

for subsequent coupon/ interest

payment

Not Applicable

Coupon Reset Process Not Applicable

Maturity Amount/ Redemption Amount (Rs./

NCD) on Maturity for Category I and Category

II Investor(s)**

1,000 Rs. 1563.87 1,000 Rs. 2457.50

Maturity Amount/ Redemption Amount (Rs./

NCD) on Maturity for Category III and

Category IV Investor(s) **

1,000 Rs. 1571.04 1,000 Rs. 2480.08

Redemption Premium/ Discount

In case of Series II and Series IV, the amount will be redeemed at the end of 5 years and 10 years, respectively, commencing from the Deemed Date of Allotment at the

Face Value of Rs. 1,000 each per NCD along with redemption premium. The Series I

and Series III will be redeemed at par at the end of 5 year and 10 year, respectively, commencing from the Deemed Date of Allotment. For details please refer to the

paragraph above on the Maturity Amount

Redemption Date/ Maturity Date (from

Deemed Date of Allotment)

5 Years 5 Years 10 Years 10 Years

Default Interest Rate The Company shall pay liquidated damages at a rate of 1% per annum, in the event

the Company fails to pay any amounts outstanding in respect of NCDs, when due

and payable

Interest on Application Money See “Terms of Issue- Interest on Application and Refund Money” on page 38 of this Prospectus Tranche- II

Base Issue Size Rs. 250.00 crore

Option to retain oversubscription Upto the Residual Shelf Limit (i.e. Rs. 790.813 crore)

Step up/ Step Down Coupon Rate N.A *Our Company shall allocate and allot Series I NCDs to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of

NCDs in their Application Form or have applied for wrong Series of NCDs.

** Subject to applicable tax deducted at source, if any.

12

GENERAL INFORMATION

The Company was incorporated on May 21, 1993 under the Companies Act, 1956 as a public limited company under the name ‘The

Industrial Finance Corporation of India Limited’ and got Certificate of Commencement of business on June 24, 1993. The objective, inter-

alia, was to take over the assets and liabilities, business and functions of the erstwhile Industrial Finance Corporation of India established under the IFC Act, 1948. Accordingly, the undertaking of Industrial Finance Corporation of India under the IFC Act, 1948 was transferred to

and vested in the Company with effect from July 1, 1993 vide notification issued by the Government of India, Ministry of Finance,

Department of Economic Affairs (Banking Division) on June 7, 1993 pursuant to Section 3 of the IFC (Transfer of Undertaking and Repeal) act, 1993. Subsequently, a fresh certificate of incorporation dated October 27, 1999 consequent upon change of its name to “IFCI Limited”

was received from the RoC.

The Company is a notified as a public financial institution within the meaning of Section 2(72) of the Companies Act, 2013. Further, the

Company has also been registered as Systematically Important Non-Deposit taking Non-Banking Finance Company (NBFC-ND-SI) with the

Reserve Bank of India and has been issued a certificate of registration bearing No. B-14.00009 dated August 18, 2009.

Registered Office and Corporate Office

IFCI Tower,

61, Nehru Place,

New Delhi- 110 019, Tel: +91 11 4179 2800/ 4173 2000

Fax: +91 11 2648 8471/ 2623 0201

E-mail: ifcipublicissue@ifciltd.com,

Website: www.ifciltd.com

Registration

Details Registration/Identification number

Registration Number 053677

Corporate Identity Number L74899DL1993PLC053677

For information on changes in our Registered Office, see “History, Main Objects and Certain Corporate Matters” on page 70 of the Shelf

Prospectus.

Address of the Registrar of Companies

The Company is registered at the office of:

The Registrar of Companies National Capital Territory of Delhi and Haryana

4th Floor, IFCI Tower

61, Nehru Place New Delhi 110 019

Tel: +91 (11) 2623 5707

Fax: +91 (11) 2623 5702

Chief Financial Officer

Mr. B. N Nayak

IFCI Tower

61, Nehru Place New Delhi- 110 019,

Tel: +91 (11) 2623 0203

Fax: +91 (11) 2623 0029 Email: bn.nayak@ifciltd.com

Compliance Officer

Ms. Barkha Chhabra

Deputy General Manager IFCI Tower

61, Nehru Place

New Delhi- 110 019,

Tel: +91 11 4173 2000, 4173 2468

Fax: +91 11 2623 0029

Email: bondscomplianceofficer@ifciltd.com

Investors may contact the Registrar to the Tranche- II Issue or the Compliance Officer in case of any pre-Issue or post-Issue related

problems such as non-receipt of Allotment Advice, debenture certificate (for Applicants who have applied for Allotment in physical

form), demat credit of allotted debentures in the respective beneficiary account or refund orders.

All grievances relating to the Tranche- II Issue may be addressed to the Registrar to the Issue, giving full details such as name,

Application Form number, address of the Applicant, number of NCDs applied for, Series of NCDs applied for, amount paid on

Application, Depository Participant and the Collection Centre of the Members of the Syndicate where the Application was submitted.

13

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either: (a) the relevant

Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned Member of

the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an ASBA Applicant at

any of the Syndicate ASBA centres, giving full details such as name, address of Applicant, Application Form number, series/option

applied for, number of NCDs applied for, amount blocked on Application.

All grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to the relevant

Stock Exchange.

Lead Managers

SBI Capital Markets Limited

202, Maker Tower E, Cuffe Parade, Mumbai 400 005

Tel: +91 (22) 2217 8300 Fax: +91 (22) 2218 8332

Email: ifcibonds2014@sbicaps.com

Investor Grievance Email: investor.relations@sbicaps.com Website: www.sbicaps.com

Contact Person: Ms. Dhivya Ravikumar/ Mr. Aditya Deshpande

Compliance Officer: Mr. Bhaskar Chakraborty SEBI Registration No.: INM000003531

A. K. Capital Services Limited

30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215,

Nariman Point, Mumbai 400 021 Tel: +91 (22) 6754 6500/ 6634 9300

Fax: +91 (22) 6610 0594

Email: ifcibonds2014@akgroup.co.in Investor Grievance Email: investor.grievance@akgroup.co.in

Website: www.akcapindia.com

Contact Person: Mr. Mandeep Singh / Ms. Akshata Tambe Compliance Officer: Mr. Vikas Agarwal

SEBI Registration No.: INM000010411

Edelweiss Financial Services Limited

Edelweiss House, Off CST Road, Kalina, Mumbai 400 098

Tel: +91 (22) 4086 3535 Fax: +91 (22) 4086 3610

Email:ifcibonds@edelweissfin.com

Investor grievance email: customerservice.mb@edelweissfin.com Website: www.edelweissfin.com

Contact Person: Mr. Lokesh Singhi

Compliance Officer : Mr. B. Renganathan SEBI Registration No.: INM0000010650

RR Investors Capital Services Private Limited

47. M.M Road, Rani Jhansi Marg Jhandewalan, New Delhi- 110 055

Tel: +91 (11) 2363 6362/63 Fax: +91 (11) 2363 6746

Email: ifcibonds2014@rrfcl.com

Investor Grievance Email: investors@rrfcl.com Website: www.rrfcl.com/www.rrfinance.com

Contact Person: Mr. Anurag Awasthi

Compliance Officer: Mr. Ravi Kant Goyal SEBI Registration No.: INM000007508

Consortium Members

In addition to the Lead Managers, following are also the consortium members for the marketing of the Tranche- II Issue:

SBICAP Securities Limited

Mafatlal Chamber, C Wing, 2nd Floor, NM Joshi Marg,

Lower Parel, Mumbai 400 013

Tel: +91 (22) 4227 3300

Fax: +91 (22) 4227 3390

Email: archana.dedhia@sbicapsec.com Investor Grievance Email: complaints@sbicapsec.com

Website: www.sbicapsec.com

Contact person: Ms. Archana Dedhia Compliance Officer: Ms. Dhanashri Kenkare

SEBI Registration No.: NSE - INB231052938 & BSE – INB11053031

A.K. Stockmart Private Limited

30-39, Free Press House, Free Press Journal House,

215, Nariman Point, Mumbai-400 021

Tel: +91 (22) 6634 9300

Fax: +91 (22) 6754 4666

Email: ankit@akgroup.co.in Investor Grievance Email: stockmart@akgroup.co.in

Website: www.akcapindia.co.in

Contact person: Mr. Ankit Gupta/ Mr. Sanjay Shah Compliance Officer: Mr. Ankit Gupta

SEBI Registration No.: INB231269532/ INB011269538

Edelweiss Securities Limited

2nd Floor, M.B. Towers, Plot no. 5, Road no. 2

Banjara Hills, Hyderabad 500 034 Tel: +91 (22) 6747 1342

Fax: + 91 (22) 6747 1347

E-mail ID: ifcibonds@edelweissfin.com Investor Grievance ID: customerservice.mb@edelweissfin.com

Website: www.edelweissfin.com

Contact Person: Mr. Prakash Boricha Compliance Officer: Mr. Praveen Bathe

SEBI Registration Number: INB011193332 (BSE)/ INB231193310

(NSE)/ INB261193396 (MCX-SX)

RR Equity Brokers Private Limited

47 M.M, Road Rani Jhansi Marg,

Jhandewalan New Delhi- 100055 Tel: +91 (11) 2363 6362/63

Fax: +91 (11) 2363 6666

Email: jeetesh@rrfcl.com Investor Grievance Email: investors@rrfcl.com

Website: www.rrfcl.com/ rrfinance.com

Contact person: Mr. Jeetesh Kumar Compliance Officer: Mr. Rakesh Gulati

SEBI Registration No.: NSE-INB231219636 &

BSE-INB011219632

14

Debenture Trustee

Axis Trustee Services Limited 2nd Floor, Axis House, Wadia International Centre

Pandurang Budhkar Marg, Worli, Mumbai 400 025 Tel: +91 (22) 2425 5215/ 16

Fax: +91 (22) 2425 4200

Email: debenturetrustee@axistrustee.com Investor Grievance Email: complaints@debenturetrustee.com

Website: www.axistrustee.com

Contact Person: D J Bora SEBI Registration No.: IND000000494

Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and all subsequent periodical

communications sent to the holders of the NCDs issued, pursuant to this Issue.

Registrar to the Issue

Karvy Computershare Private Limited Plot No. 17 to 24, Vithal Rao Nagar

Madhapur, Hyderabad 500 081

Tel: +91(40) 4465 5000

Fax: +91 (40) 2343 1551

Investor Help line no.: 1-800-3454001

Email ID: ifci.bonds@karvy.com Investor Grievance ID: einward.ris@karvy.com

Website: http://karisma.karvy.com Contact Person: Mr. M. Murali Krishna

SEBI Registration Number: INR000000221

Statutory Auditors

ASA & Associates LLP Chartered Accountants

K S House, 118, Shahpur Jat

New Delhi- 110 049 Firm Registration number: 009571N/ N500006

Tel: +91 (11) 4100 9999

Fax: +91 (11) 4100 9990 Email: parveen.kumar@asa.in

Website: www.asa.in

ANDROS and Company Chartered Accountants

A- 101, Group Industrial Area, Wazirpur

New Delhi- 110 052 Firm Registration number: 008976N

Tel: +91 (11) 4759 2055

Fax: +91 (11) 4759 2055 Email: shashigargca@gmail.com

ASA and Associates and ANDROS and Company, Chartered Accountants, were appointed as the joint Statutory Auditors of the Company

under Section 139 of the Companies Act, 2013 for the Financial Year 2014- 2015 by the Comptroller and Auditor General of India through a

letter dated July 27, 2014.

Escrow Collection Banks/ Bankers to the Issue

IDBI Bank Limited

Unit no.2, Corporate Park, Sion Trombay Road,

Chembur, Mumbai 400 071 Tel: +91 (22) 6690 8402

Fax: +91 (22) 6690 8424

E-mail: ipoteam@idbi.co.in Website: www.idbibank.com

Contact Person: Satish Vasudeo Joshi (Head-CMS Operations)

SEBI Registration Number: INBI00000076

ICICI Bank Limited

Capital Market Division,

1st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai- 400 020

Tel: +91 (22) 22859932

Fax: +91 (22) 2261 1138 E-mail: anil.gadoo@icicibank.com

Website: www.icicibank.com

Contact Person: Mr. Anil Gadoo SEBI Registration Number: INBI00000004

Axis Bank Limited

EROS Corporate Towers, Ground Floor, Nehru Place

New Delhi- 110019

Tel: +91 9582800491, +91 (11) 40520005, +91 9818109212

Fax: +91 (11) 40520098

E-mail: debraj.saha@axisbank.com Website: www.axisbank.com

Contact Person: Mr. Debraj Saha

SEBI Registration Number: INBI00000017

IndusInd Bank Limited

IndusInd Bank Limited, Cash Management Services, Solitaire Park,

No.1001, Building No. 10, Ground Floor, Guru Hargovindji Marg,

Andheri (East), Mumbai 400 093

Tel: +91 (22) 6772 3901 - 3917

Fax: +91 (22) 6772 3998 E-mail: sanjay.vasarkar@indusind.com

Website: www.indusind.com

Contact Person: Mr. Sanjay Vasarkar SEBI Registration Number: INBI00000002

15

HDFC Bank Limited

FIG-OPS Department – Lodha I Think Techno Campus,

O-3 Level, Next to Kanjurmarg Railway Station,

Kanjurmarg (East),Mumbai 400 042

Tel: +91 (22) 3075 2928 Fax: +91 (22) 2579 9801

E-mail: uday.dixit@hdfcbank.com, figdelhi@hdfcbank.com,

anchal.garg@hdfcbank.com, ashish.ujjawal@hdfcbank.com Website: www.hdfcbank.com

Contact Person: Mr. Uday Dixit

SEBI Registration Number: INBI00000063

Refund Banker to the Issue

IndusInd Bank Limited

IndusInd Bank Limited, Cash Management Services, Solitaire Park,

No.1001, Building No. 10, Ground Floor, Guru Hargovindji Marg, Andheri (East), Mumbai 400 093

Tel: +91 (22) 6772 3901 - 3917

Fax: +91 (22) 6772 3998 E-mail: sanjay.vasarkar@indusind.com

Website: www.indusind.com

Contact Person: Mr. Sanjay Vasarkar

SEBI Registration Number: INBI00000002

Self Certified Syndicate Banks

The list of Designated Branches that have been notified by SEBI to act as SCSBs for ASBA process is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from

time to time. For more information on the Designated Branches collecting ASBA Applications, see the above mentioned web-link.

Syndicate SCSB Branches

In relation to ASBA Applications submitted to the Syndicate or the Trading Members of the Stock Exchange(s) only in the specified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the

SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Syndicate or the Trading

Members of the Stock Exchange(s) is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting ASBA Applications from

Members of the Syndicate or the Trading Members of the Stock Exchange(s) only in the Specified Cities, see the above mentioned web-link.

Bankers to the Company

HDFC Bank Limited FIG – OPS Department – Lodha, I Think Techno Campus,

O-3, Level, Next to Kanjurmarg Railway Station,

Kanjurmarg (East), Mumbai -400042 Tel: +91 (022) 3075 2928

Fax: +91 (022) 2579 9801

Email: udhay.dixit@hdfcbank.com, figdelhi@hdfcbank.com, anchal.garg@hdfcbank.com, ashish.ujjawal@hdfcbank.com

Contact Person: Udhay Dixit

Website: www.hdfcbank.com

IDBI Bank Limited Unit No. 2, Corporate Park, Sion Trombay Road,

Chembur, Mumbai – 400 071

Tel: +91 (022) 6690 8402 Fax: +91 (022) 6690 8424

Email: ipoteam@idbi.co.in

Contact Person: Satish Vasudeo Joshi (Head-CMS Operations) Website: www.idbibank.com

Legal Advisor to the Issue

Dhir & Dhir Associates

D-55, Defence Colony, New Delhi – 110 024

Tel.: +91 (11) 42410000 Fax: +91 (11) 42410091

E-mail: ifcibonds2014@dhirassociates.com

Contact Person: Mr. Girish Rawat Website: www.dhirassociates.com

16

Credit Rating Agencies

Brickwork Ratings India Private Limited 3rd Floor, Raj Alkaa Park

29/3 & 32/2 Kalena Agrahara, Bannerghatta Road Bengaluru 560 076

Tel: +91 (80) 4040 9940

Fax: +91 (80) 4040 9941 Email: info@brickworkratings.com

Investor Grievance Email:

brickworkhelp@brickworkratings.com Contact Person: Mr. V.K Nirmal

Website: www.brickworkratings.com

SEBI Registration Number: IN/CRA/005/2008

ICRA Limited Building No. 8, 2nd Floor, Tower A,

DLF Cyber City, Phase II Gurgaon 122 002

Tel: +91 (124) 4545300

Fax: +91 (124) 4050 424 Email: vivek@icraindia.com

Investor Grievance Email: investors@icraindia.com

Contact Person: Mr. Vivek Mathur Website: www.icra.in

SEBI Registration Number: IN/CRA/003/1999

Credit Rating and Rationale

Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit

rating of “BWR AA- (Outlook: Stable)” to the NCDs. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has, vide its

letter no. BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating.

ICRA Limited has, letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of “[ICRA]A (Stable)” to the NCDs.

Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such

instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-15/1-57/11 dated December 22, 2014 revalidated its credit rating.

For the revalidation letters each dated December 22, 2014, see “Annexure B: Credit Rating (Revalidation Letters)” of this Prospectus Tranche- II. For the rationale for these ratings, see “Annexure B – Credit Rating” of the Shelf Prospectus.

Expert Opinion

Except the letter dated September 26, 2014 issued by Brickwork, in respect of the credit rating of the Issue, and Report dated August 12, 2014

related to Limited Review Financial Statements for the quarter ended June 30, 2014 inter-alia issued by ANDROS and Company, Statutory Auditors of the Company, Report dated November 11, 2014 related to Limited Review Financial Statements for the period ended September

30, 2014, Examination Report on the Reformatted Financial Statements and the Statement of Tax Benefits each dated September 29, 2014

issued by ASA and Associates and ANDROS and Company, Statutory Auditors of the Company, the Company has not obtained any expert opinions.

Impersonation

As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub -section (1) of Section 38 of the

Companies Act, 2013, relating to punishment for fictitious applications. Please see “Terms of Issue- Impersonation” on page 44 of this Prospectus Tranche- II.

Minimum Subscription

If our Company does not receive the minimum subscription of 75% of the Base Issue Size within 30 (thirty) days from the date of Issue of

this Prospectus Tranche- II or such other period as may be specified by SEBI, the entire Application Amounts shall be refunded to the Applicants within 12 days from closure of the Trance- II Issue. If there is delay in the refund of Application Amounts beyond the time

prescribed above, our Company will pay interest for the delayed period at rate of 15% per annum for the delayed period.

Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules,

2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such

refunds is available with the Company and/or Registrar, refunds will be made to the account prescribed. However, where the Company and/or

Registrar does not have the necessary information for making such refunds, the Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.

Utilisation of Issue proceeds

Our Board of Directors certifies that:

All monies received out of the Tranche- II Issue shall be credited/transferred to a separate bank account other than the bank account

referred to in Section 40 of the Companies Act, 2013;

The allotment letter shall be issued or application money shall be refunded within the time specified in chapter titled “Issue Procedure” at page 48 of this Prospectus Tranche- II, failing which interest shall be due to be paid to the applicants at the rate of 15% for the

delayed period;

Details of all monies utilised out of the Tranche- II Issue referred above shall be disclosed under an appropriate separate head in our

balance sheet indicating the purpose for which such monies have been utilised;

Details of all unutilised monies out of the Tranche- II Issue, if any, shall be disclosed under an appropriate head in our balance sheet

indicating the form in which such unutilised monies have been invested;

We shall utilize the Tranche- II Issue proceeds only upon creation of security as stated in this Prospectus Tranche- II in the section titled “Issue Structure” beginning on page 29 of this Prospectus Tranche- II and trading approval from the Stock Exchange; and

17

The Tranche- II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property, however, the Tranche- II Issue proceeds may be used for issuing loans against securities.

Underwriting

The Tranche- II Issue is not underwritten.

Arrangers to the Tranche- II Issue

There are no arrangers to the Tranche- II Issue

Issue Programme

ISSUE PROGRAMME

ISSUE OPENS ON ISSUE CLOSES ON*

JANUARY 1, 2015 FEBRUARY 4, 2015

* The Tranche- II Issue shall open for subscription on Working Days from 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the period

indicated above with an option for early closure or extension, as may be decided by the Board of Directors or Board Committee. In the event of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public notice of such early

closure/ extension is published on or before such early date of closure or the Tranche Issue Closing Date, as applicable, through

advertisement(s) in a leading national daily newspaper. For more information, see “Issue Procedure” on page 48 of this Prospectus Tranche- II.

Applications Forms for the Tranche- II Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such

extended time as may be permitted by the Stock Exchange(s), during the Issue Period as mentioned above on all days between

Monday and Friday (both inclusive barring public holiday), (i) by the Members of the Syndicate or the Trading Members of the

Stock Exchange(s), as the case maybe, at the centers mentioned in Application Form through the non-ASBA mode or, (ii) in case of

ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Members of the Syndicate or

the Trading Members of the Stock Exchange, as the case may be, only at the Specified Cities. On the Issue Closing Date the

Application Forms will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or

such extended time as may be permitted by the Stock Exchange.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their

Application Forms one day prior to the Issue Closing Date and not later than 3.00 p.m (Indian Standard Time) on the Issue Closing

Date. Applicants are cautioned that in the event if a large number of Applications are received on the Issue Closing Date, there may

be some Applications which may not uploaded due to lack of sufficient time for uploading. Any such Applications which are not

uploaded will not be considered for allocation under the Tranche- II Issue. Application Forms will only be accepted on Working Days

during the Issue Period. Neither our Company, nor the Members of the Syndicate or Trading Members of the Stock Exchange(s)

shall be liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise.

18

OBJECTS OF THE ISSUE

Issue Proceeds

This is a public issue by the Company of secured redeemable non-convertible debentures of face value of Rs. 1,000 each for an amount of Rs. 250.00 crore with an option to retain over subscription upto the Residual Shelf Limit (i.e Rs. 790.813 crore) and is being offered by way of

this Prospectus Tranche- II containing, interalia, the terms and conditions of Tranche- II Issue, which should be read together with the Shelf

Prospectus filed with the RoC, Stock Exchanges and SEBI.

Utilisation of Issue Proceeds

The Net Issue proceeds as raised through the Tranche- II Issue less the expenditure will be utilised for following activities in the ratio

provided as below:

a) For the purpose of lending/ repayment of loan: minimum 75% of the net amount raised and allotted in the Tranche- II Issue; and b) For General Corporate purpose: upto 25% of the net amount raised and allotted in the Tranche- II Issue. The unutilized amount if any

will be used for purpose of lending/ repayment of loan.

For more information on the Company’s business and associated risks, see “Business” and “Risk Factors” on pages 58 and 9 of the Shelf

Prospectus, respectively.

The main objects clause of our Memorandum of Association permits the Company to undertake its existing activities as well as the activities

for which the funds are being raised through the Tranche- II Issue.

Monitoring of Utilization of Funds

In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of the Tranche- II Issue. The Board shall monitor the utilisation of the proceeds of the Tranche- II Issue. The Company will disclose in its

financial statements for the relevant fiscal commencing from Fiscal 2015, the utilization of the proceeds of the Tranche- II Issue under a separate head along with details, if any, in relation to all such proceeds of the Tranche- II Issue that have not been utilized thereby also

indicating investments, if any, of such unutilized proceeds of the Tranche- II Issue.

For more information, see “Terms of the Issue - Utilisation of Issue Proceeds” and “Issue Procedure - Monitoring & Reporting of

Utilisation of Issue Proceeds” on page 44 and 45, respectively of this Prospectus Tranche- II.

Interim use of Proceeds

The Board, in accordance with policies formulated from time to time, will have flexibility in deploying the proceeds of the Tranche- II Issue. Pending utilisation of the Tranche- II Issue proceeds for the purposes described above, the Company intends to temporarily invest funds in

high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in

investment grade interest bearing securities or inter-corporate loans as may be approved by the Board or Committee of Board, as the case may be. Such investment would be in accordance with the investment policies approved by the Board of Directors or any committee thereof from

time to time.

Variation in terms of contract or objects in the Prospectus

Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of a contract referred to in the Prospectus or objects for which the Prospectus is issued, except as may be prescribed under the applicable laws after abiding by all the

formalities prescribed in Section 27 of the Companies Act, 2013.

Other Confirmations

In accordance with SEBI Debt Regulations, the Company is required to not utilise the proceeds of the Tranche- II Issue for providing loans to or acquisitions of shares of any person who is a part of the same group as the Company or who is under the same management as the

Company or any Subsidiary of the Company. The Company is promoted and controlled by President of India, through Ministry of Finance,

Government of India and, as such, we do not have any identifiable ‘group’ companies’ or ‘companies under the same management’.

Further, the Tranche- II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any acquisition, including by

way of a lease, of any property, however, the Tranche- II Issue proceeds may be used for issuing loans against securities.

No part of the proceeds from this Issue will be paid by us as consideration to our Promoters, Directors, Key Managerial Personnel or

companies promoted by our Promoters, except in the usual course of business.

Issue proceeds from NCDs allotted to banks will not be utilised for any purpose which may be in contravention of RBI guidelines on bank

financing to NBFCs, including those relating to classification as capital market exposure or any other sectors that are prohibited by RBI.

The Company confirms that it will not use the proceeds of the Tranche- II Issue for the purchase of any business or in the purchase of any

interest in any business whereby the Company shall become entitled to the capital or profit or losses or both in such business exceeding 50% thereof, the acquisition of any immovable property or acquisition of securities of any other body corporate.

We shall utilise the Tranche- II Issue proceeds only on execution of documents for creation of security as stated in this Prospectus Tranche- II under “Terms of the Issue” on page 33 and on the listing of NCDs.

Benefit / interest accruing to Promoters/Directors out of the object of the Issue

Neither the Promoter nor the Directors of our Company are interested in the Objects of the Tranche II Issue.

19

STATEMENT OF TAX BENEFITS

The following tax benefits will be available to the debenture holders as per the existing provisions of law. The tax benefits are given as per

the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The debenture

holder is advised to consider the tax implications in respect of subscription to the debentures after consulting his tax advisor as alternate views are possible. We are not liable to the debenture holder in any manner for placing reliance upon the contents of this statement of tax benefits.

A. IMPLICATIONS UNDER THE INCOME-TAX ACT, 1961 (“I.T. ACT”)

i) To the Resident Debenture Holder

1. Interest on NCD received by debenture holders would be subject to tax at the normal rates of tax in accordance with and subject to the

provisions of the I.T. Act and such tax would need to be withheld at the time of credit/payment as per the provisions of Section 193 of the

I.T. Act. However, no income tax is deductible at source in respect of the following:

(a) In case the payment of interest on debentures to a resident individual or a Hindu undivided family (“HUF”) Debenture Holder

does not or is not likely to exceed Rs. 5,000.00 in the aggregate during the Financial Year and the interest is paid by an account payee cheque.

(b) On any security issued by a company in a dematerialized form and is listed on recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and the rules made there under.

(c) When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of

the Debenture Holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act; and that

certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest.

(d) (i) When the resident Debenture Holder with Permanent Account Number (“PAN”) (not being a company or a firm) submits a

declaration as per the provisions of Section 197A (1A) of the I.T. Act in the prescribed form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in

computing his total income will be NIL. However under Section 197A(1B) of the I.T. Act, “form 15G cannot be submitted nor

considered for exemption from tax deduction at source if the dividend income referred to in Section 194 of the I.T. Act, interest on securities, interest, withdrawal from NSS and income from units of mutual fund or of Unit Trust of India as the case may be or the

aggregate of the amounts of such incomes credited or paid or likely to be credited or paid during the previous year in which such

income is to be included exceeds the maximum amount which is not chargeable to income tax”.

To illustrate, as on April 01, 2014, the maximum amount of income not chargeable to tax in case of individuals (other than senior

citizens and super senior citizens) and HUFs is Rs. 2,50,000.00; in the case of every individual being a resident in India, who is of the age of 60 years or more but less than 80 years at any time during the Financial Year (Senior Citizen) is Rs. 3,00,000.00; and in

the case of every individual being a resident in India, who is of the age of 80 years or more at any time during the Financial Year

(Super Senior Citizen) is Rs. 5,00,000.00 for Financial Year 2014-15.

Further, section 87A of the I.T. Act provides a rebate of 100% of income-tax or an amount of Rs. 2,000.00 whichever is less to a

resident individual whose total income does not exceed Rs. 5,00,000.00.

(ii) Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a

self-declaration with Permanent Account Number (PAN) in the prescribed Form 15H for non deduction of tax at source in accordance with the provisions of Section 197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be

credited or paid exceeds the maximum amount not chargeable to tax, provided that the tax due on total income of the person is

NIL.

(iii) In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act. Form No.15G with PAN /

Form No.15H with PAN / Certificate issued under Section 197(1) have to be filed with the Company before the prescribed date of closure of books for payment of debenture interest without any tax withholding.

2. In case where tax has to be deducted at source while paying debenture interest, the Company is not required to deduct surcharge, education cess and secondary and higher education cess.

3. Interest on application money would be subject to tax at the normal rates of tax in accordance with and subject to the provisions of the I.T.Act and such tax would need to be withheld at the time of credit/payment as per the provisions of Section 194A/195 of the Income

Tax Act, 1961.

4. As per Section 2(29A) of the I.T. Act, read with Section 2(42A) of the I.T. Act, a listed debenture is treated as a long term capital asset

if the same is held for more than 12 months immediately preceding the date of its transfer. Under Section 112 of the I.T. Act, capital

gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 20% of capital gains

calculated after reducing indexed cost of acquisition or 10% of capital gains without indexation of the cost of acquisition. The capital

gains will be computed by deducting expenditure incurred in connection with such transfer and cost of acquisition/indexed cost of

acquisition of the debentures from the sale consideration.

However as per the third proviso to Section 48 of I.T. Act, benefit of indexation of cost of acquisition under second proviso of Section

48 of I.T. Act, is not available in case of bonds and debenture, except capital indexed bonds. Thus, long term capital gains arising out of listed debentures would be subject to tax at the rate of 10% computed without indexation.

In case of an individual or HUF, being a resident, where the total income as reduced by such long-term capital gains is below the maximum amount which is not chargeable to income-tax, then, such long-term capital gains shall be reduced by the amount by which

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the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of

such long-term capital gains shall be computed at the rate mentioned above.

5. Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months would be

taxed at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act. The provisions relating to maximum amount not chargeable to tax described at para 3 above would also apply to such short term capital gains.

6. Securities Transaction Tax (“STT”) is a tax being levied on all transactions in specified securities done on the stock exchanges at rates prescribed by the Central Government from time to time. STT is not applicable on transactions in the NCDs.

7. In case the debentures are held as stock in trade, the income on transfer of debentures would be taxed as business income or loss in accordance with and subject to the provisions of the I.T. Act.

ii) To the Other Eligible Institutions

All mutual funds registered under Securities Exchange Board of India or set up by public sector banks or public financial institutions or

authorized by the Reserve Bank of India are exempt from tax on all their income, including income from investment in Debentures under the provisions of Section 10(23D) of the I.T. Act subject to and in accordance with the provisions contained therein.

iii) Exemption under sections 54EC and 54F of the I.T. Act

1. Under Section 54EC of the I.T. Act, long term capital gains arising to the debenture holders on transfer of their debentures in the

company shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months

after the date of transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced. However, if

the said notified bonds are transferred or converted into money within a period of three years from their date of acquisition, the

amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. However, the exemption is subject to a limit of investment of Rs. 5,000,000.00 during

any financial year in the notified bonds. Where the benefit of Section 54EC of the I.T. Act has been availed of on investments in the notified bonds, a deduction from the income with reference to such cost shall not be allowed under Section 80C of the IT Act.

2. As per the provisions of Section 54F of the I.T. Act, any long-term capital gains on transfer of a long term capital asset (not being residential house) arising to a Debenture Holder who is an individual or Hindu Undivided Family, is exempt from tax if the entire

net sales consideration is utilized, within a period of one year before, or two years after the date of transfer, in purchase of a new

residential house, or for construction of residential house within three years from the date of transfer. If part of such net sales consideration is invested within the prescribed period in a residential house, then such gains would be chargeable to tax on a

proportionate basis. This exemption is available, subject to the condition that the debenture holder does not own more than one

residential house at the time of such transfer. If the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become

chargeable to tax as long term capital gains in the year in which such residential house is transferred. Similarly, if the Debenture

Holder purchases within a period of two years or constructs within a period of three years after the date of transfer of capital asset, another residential house (other than the new residential house referred above), then the original exemption will be taxed as capital

gains in the year in which the additional residential house is acquired.

iv) Requirement to furnish PAN under the I.T. Act

1. Section 139A(5A)

Section 139A(5A) of the I.T. Act requires every person from whose income tax has been deducted at source under chapter XVII-B

of the I.T. Act to furnish his PAN to the person responsible for deduction of tax at source.

2. Section 206AA:

(a) Section 206AA of the I.T. Act requires every person entitled to receive any sum, on which tax is deductible under Chapter XVIIB

(‘deductee’) to furnish his PAN to the deductor, failing which attracts tax shall be deducted at the higher of the following rates:

(i) at the rate specified in the relevant provision of the I.T. Act; or (ii) at the rate or rates in force; or

(iii) at the rate of twenty per cent.

(b) A declaration under Sections 197A(1) or 197A(1A) 197A(1C) shall not be valid unless the person furnishes his PAN in such

declaration and the deductor is required to deduct tax as per paragraph(a) above in such a case.

(c) Where a wrong PAN is provided, it will be regarded as non furnishing of PAN and paragraph (a)above will apply

v) Taxability of gifts received for nil or inadequate consideration or in advance in course of negotiations for transfer of capital

asset

1. As per Section 56(2)(vii) of the I.T. Act, where an individual or HUF receives debentures from any person on or after October 01, 2009:

(a) without any consideration, aggregate fair market value of which exceeds fifty thousand rupees, then the whole of the aggregate fair market value of such debentures or;

(b) for a consideration which is less than the aggregate fair market value of the debenture by an amount exceeding fifty thousand rupees, then the aggregate fair market value of such debentures as exceeds such consideration shall be taxable as the income of

the recipient at the normal rates of tax.

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However, this provision would not apply to any receipt:

(a) from any relative; or

(b) on the occasion of the marriage of the individual; or

(c) under a will or by way of inheritance; or (d) in contemplation of death of the payer or donor, as the case may be; or

(e) from any local authority as defined in Section 10(20) of the I.T Act; or

(f) from any fund or foundation or university or other educational institution or hospital or other medical institution or any trust or institution referred to in Sec. 10(23C); or

(g) from any trust or institution registered under Section 12AA.

2. As per section 56 (2)(ix) of the income-tax Act with effect from the 1st day of April, 2015 any sum of money received as an

advance or otherwise in the course of negotiations for transfer of a capital asset shall be chargeable to income tax under the head "

Income from other sources" in the hands of recipient if: (a) such sum is forfeited; and

(b) the negotiations do not result in transfer of such capital asset."

B. IMPLICATIONS UNDER THE WEALTH TAX ACT, 1957

Wealth-tax is not levied on investment in debentures under Section 2(ea) of the Wealth Tax Act, 1957.

LIMITATIONS:

1. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do

not assume responsibility to update the views consequent to such changes.

2. No assurance is given that the revenue authorities/courts will concur with the views expressed herein.

3. We shall not be liable to any claims, liabilities or expenses relating to the facts mentioned in this statement.

4. The above statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of debentures/bonds.

5. The above statement covers only certain relevant benefits under the Income Tax Act, 1961 and Wealth Tax Act, 1957(collectively referred to as ‘direct tax laws’) and does not cover benefits under any other law.

6. The above statement of possible tax benefits are as per the current direct tax laws relevant for the assessment year 2015-16. Several of these benefits are dependent on the debenture holder fulfilling the conditions prescribed under the relevant provisions.

7. This statement is intended only to provide general information to the Debenture Holders and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each Debenture Holder is advised to

consult his/her/its own tax advisor with respect to specific tax consequences of his/her/its holding in the debentures of the

Company.

8. The stated benefits will be available only to the sole/ first named holder in case the debenture is held by joint holders.

For ASA & Associates LLP

Chartered Accountants

Firm Registration No. 009571N/ N500006

Parveen Kumar Partner

Membership no. 088810

For ANDROS & Co.

Chartered Accountants

Firm Registration No. 008976N

Brij Bhushan Garg

Partner

Membership no. 084865

Place: New Delhi Date: September 29, 2014

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

Subject to the Memorandum and Articles of Association of the Company, the Shareholders of the Company at the Annual General Meeting held on August 27, 2014, have passed a resolution under Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as

amended from time to time, authorising the Board to borrow from time to time, any sum or sums of monies, whether secured or unsecured,

and on such terms and conditions as may be considered suitable by the Board, which together with the monies already borrowed by the Company (apart from the temporary loans obtained from the company’s bankers in the ordinary course of business), may exceed the

aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not to set apart for any specific purpose, provided

that the total amount upto which the moneys may be borrowed by the Board shall not exceed a sum of Rs. 60,000.00 crore (Rupees Sixty Thousand Crore) at any time. The aggregate value of the NCDs offered under this Prospectus Tranche- II, together with the existing

borrowings of our Company, is within the borrowing limits of Rs. 60,000.00 crore (Rupees Sixty Thousand Crore).

The Board of Directors of the Company, at its meeting held on August 12, 2014, approved the public issue of NCDs in India to eligible

investors, in one or more tranches (each being a “Tranche Issue”), for an amount aggregating upto Rs. 2,000.00 crore (“Shelf Limit”).

The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain over subscription upto the

Residual Shelf Limit (i.e Rs. 790.813 crore) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms and

conditions of Tranche- II Issue, which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI.

Eligibility to make the Issue

The Company and persons in control of the Company and/or our Promoters have not been restrained, prohibited or debarred by SEBI from

accessing the securities market or dealing in securities and no such order or direction is in force.

Disclaimer clause of SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND

EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS

BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL

SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE

CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD

MERCHANT BANKER, SBI CAPITAL MARKETS LIMITED, A. K. CAPITAL SERVICES LIMITED, EDELWEISS

FINANCIAL SERVICES LIMITED AND RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED HAS CERTIFIED THAT

DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH

THE SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 IN FORCE FOR THE TIME BEING. THIS

REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN

THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR

CORRECTNESS, ADEQUACY AND DISCLSOURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE

LEAD MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER

DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD

MERCHANT BANKER, SBI CAPITAL MARKETS LIMITED, A. K. CAPITAL SERVICES LIMITED, EDELWEISS

FINANCIAL SERVICES LIMITED AND RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED, HAS FURNISHED TO

SEBI A DUE DILIGENCE CERTIFICATE DATED DECEMBER 23, 2014 WHICH READS AS FOLLOWS:

1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTERS OR DIRECTORS HAVE BEEN PROHIBITED

FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTION PASSED BY SECURITIES AND

EXCHANGE BOARD OF INDIA (“BOARD”). WE ALSO CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED

IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN

THE OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THIS TRANCHE- II ISSUE OR

RELATING TO THIS TRANCHE– II ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE

NCDs OFFERED THROUGH THIS TRANCHE– II ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/

ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND

ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE WILL BE PUBLISHED.

3. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL DISCLOSURES AS SPECIFIED IN THE SEBI DEBT

REGULATIONS.

4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT, 1956, APPLICABLE

PROVISIONS OF COMPANIES ACT, 2013, SECURITIES CONTRACTS, (REGULATION) ACT, 1956, SECURITIES AND

EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES, CIRCULARS ISSUED

THEREUNDER ARE COMPLIED WITH.

WE CONFIRM THAT NO COMMENTS WERE RECEIVED ON THE DRAFT SHELF PROSPECTUS DATED SEPTEMBER 29,

2014 UPLOADED ON THE WEBSITE OF BSE LIMITED (DESIGNATED STOCK EXCHANGE) ON SPETEMBER 30, 2014.

Disclaimer clause of RBI

THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED AUGUST 18, 2009 ISSUED BY THE

RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, THE RBI

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DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL

SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS

MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/ DISCHARGE OF

LIABILITY BY THE COMPANY.

Disclaimer Clause of BSE

BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED OCTOBER 10, 2014, PERMISSION TO THIS

COMPANY TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON

WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS

OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE

AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER:-

a) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS

OF THIS OFFER DOCUMENT; OR

b) WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON

THE EXCHANGE; OR

c) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS

PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN

CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE

ACQUIRES ANY SECURITIES OF THIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY,

INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY

REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH

SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED

HEREIN OR FOR ANY OTHER REASON WHATSOEVER.

Disclaimer Clause of NSE

AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONAL STOCK EXCHANGE OF

INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HAS GIVEN VIDE LETTER REF.: NSE/LIST/252627-K

DATED OCTOBER 10, 2014 AND LETTER REF.: NSE/LIST/8117 DATED DECEMBER 22, 2014 PERMISSION TO THE

ISSUER TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON

WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS

DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING

THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID

PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT

HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE

CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR DOES IT

WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR CONTINUE TO THE LISTED ON THE EXCHANGE;

NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS

PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS ISSUE.

EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY

DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY

CLAIMS AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH

PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION /ACQUISITION WHETHER BY REASON

OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.

Listing

For information, see “Terms of the Issue – Listing” on page 44 of this Prospectus Tranche- II.

Consents

Consents in writing of the Directors, Chief Financial Officer, Compliance Officer, Statutory Auditors, Bankers to the Company, Lead

Managers, Registrar to the Issue, Credit Rating Agencies, Escrow Collection Banks, Refund Bank, Consortium Members, Debenture Trustee and Legal Advisors to the Issue, in their respective capacities, have been obtained and will be filed along with a copy of this Prospectus

Tranche- II with the RoC.

The consents of the Statutory Auditors of the Company, namely ASA & Associates and ANDROS & Co. for: (a) inclusion of their name as

the Statutory Auditors, (b) examination reports on Reformatted Financial Statements and Limited Review Financial Statements in the form

and context in which they appear in the Prospectus, have been obtained and the same will be filed along with a copy of the Prospectus with

the RoC.

Expert Opinion

Except the letter dated September 26, 2014 issued Brickwork, in respect of the credit rating of the Issue, and Report dated August 12, 2014

related to Limited Review Financial Statements for the quarter ended June 30, 2014 inter-alia issued by ANDROS and Company, Statutory Auditors of the Company, Report dated November 11, 2014 related to Limited Review Financial Statements for the period ended September

30, 2014, Examination Report on the Reformatted Financial Statements and the Statement of Tax Benefits each dated September 29, 2014

issued by ASA and Associates and ANDROS and Company, Statutory Auditors of the Company, the Company has not obtained any expert opinions.

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Minimum Subscription

If our Company does not receive the minimum subscription of 75% of the Base Issue Size within 30 (thirty) days from the date of Issue of

this Prospectus Tranche- II or such other period as may be specified by SEBI, the entire Application Amounts shall be refunded to the

Applicants within 12 days from closure of the Tranche- II Issue. If there is delay in the refund of Application Amounts beyond the time prescribed above, our Company will pay interest for the delayed period at rate of 15% per annum for the delayed period.

Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited

only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such

refunds is available with the Company and/or Registrar, refunds will be made to the account prescribed. However, where the Company and/or Registrar does not have the necessary information for making such refunds, the Company and/or Registrar will follow the guidelines

prescribed by SEBI in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.

Filing of the Shelf Prospectus and Prospectus Tranche- II

A copy of the Shelf Prospectus and Prospectus Tranche- II has been filed with the RoC, in accordance with Section 26 and Section 31 of the Companies Act, 2013.

Debenture Redemption Reserve

Section 71 of the Companies Act, 2013, read with Rule 18 made under Chapter IV of the Companies Act, 2013, requires that any company

that intends to issue debentures must create a DRR for the purpose of redemption of debentures, in accordance with the following conditions:

(a) the DRR shall be created out of the profits of the company available for payment of dividend, (b) the DRR shall be equivalent to atleast

25% of the amount raised through public issue of debentures in accordance with the SEBI Debt Regulations in case of NBFCs registered with

RBI and no DRR is required in case of privately placed debentures.

Accordingly our Company is required to create DRR of 25% of the value of NCDs issued through the Tranche- II Issue. In addition, as per Rule 18(7) (e) under Chapter IV of the Companies Act, 2013, the amounts credited to DRR shall not be utilised by our Company except for

the redemption of the NCDs. Every company required to maintain or create DRR shall before the 30th day of April of each year, deposit or

invest, as the case may be, a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March, following any one or more of the following methods: (a) in deposits with any scheduled bank, free from charge or lien ; (b) in

unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned clauses (a) to (d)

and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of section 20 of the Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised for any purpose

other than for the repayment of debentures maturing during the year referred to above, provided that the amount remaining deposited or

invested, as the case may be, shall not at any time fall below 15% of the amount of debentures maturing during the 31st day of March of that year.

Issue Related Expenses

The expenses of this Tranche- II Issue include, among others, fees for the Lead Managers, printing and distribution expenses, legal fees,

advertisement expenses and listing fees. The estimated Issue expenses to be incurred for the Tranche – II Issue (assuming the full subscription

upto the Residual Shelf Limit) are as follows:

Activity Expenses (in Rs.)

Fees to intermediaries (Lead Management Fee, brokerage, rating agency, registrar, legal advisors,

Debenture Trustees etc.)

103,624,164

Advertising and Marketing Expenses 2,500,000

Printing, Stationery and Postage 5,500,000

Others (including stamp duty and registration charges, if any) 5,500,000

Total 117,124,164

The above expenses are indicative and are subject to change depending on the actual level of subscription to the Tranche- II Issue and the number of Allottees, market conditions and other relevant factors. The above expenses are exclusive of applicable taxes.

* Our Company shall pay processing fees to the SCSBs for Applications Forms procured by the Consortium Members / Sub-Consortium Members / Trading Members and submitted to SCSBs for blocking the Application Amount of the Applicant, at the rate of Rs. 15 per

Application Form procured, as finalized by our Company. However, it is clarified that in case of ASBA Application Forms procured directly

by the SCSBs, the relevant SCSBs shall not be entitled to any ASBA processing fee.

Details regarding the Company and other listed companies under the same management within the meaning of section 370(1B) of the

Companies Act, 1956, which made any capital issue during the last three years

The Company is promoted and controlled by President of India, through Ministry of Finance, Government of India, and, as such, we do not

have any identifiable ‘group’ companies or ‘companies under the same management’.

No Reservation or Discount

No portion of this Issue has been reserved.

Common Form of Transfer

There will be a common form of transfer for NCDs held in physical form and relevant provisions of the Companies Act and other applicable

laws will be duly complied with in respect of all transfers of the NCDs and registration thereof. The transfer of NCDs in demat form will be done as per the procedure/rules prescribed by the Depositories and Depository Participants.

25

Dividend

Our Company follows the applicable provisions of law in relation to declaration of dividend. The declaration and payment of dividends on

our shares will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a

number of factors, including but not limited to our profits, capital requirements and overall financial condition.

The Company has paid dividend of Rs. 553.07 crore in the last 5 (five) financial years. The dividend paid for the fiscal for 2014, 2013, 2012,

2011 and 2010, are as under:

Fiscal Dividend paid on Equity Shares

(Rs. in crore)

Dividend paid on Preference

Shares (Rs. in crore)

Total amount of

dividend paid (Rs.

in crore)

Date of AGM in which

dividend was declared

2014 166.20 0.26 166.46 August 27, 2014

2013 166.20 0.26 166.46 November 13, 2013

2012 73.78 0.26 74.04 July 18, 2012

2011 73.78 0.26 74.04 September 13, 2011

2010 73.78 0.26 74.04 September 17, 2010

Previous Issue

Except as stated in the Sections titled “Capital Structure” and “Description of Certain Indebtedness” on pages 42 and 92 respectively of the Shelf Prospectus, our Company has not made any other issue of non-convertible debentures. Further, save and except as disclosed in

“Description of Certain Indebtedness” of the Shelf Prospectus our Company has no outstanding listed/ unlisted/ rated/ unrated, secured/

unsecured, non convertible debentures/ bonds as at September 30, 2014.

Other than as specifically disclosed in the Shelf Prospectus, our Company has not issued any securities for consideration other than cash.

Previous Public or Rights Issues by the Company during last 5 (five) years

Our Company has not undertaken any public or rights issue of any securities for the last 5 years, other than the issuance of secured, redeemable, non-convertible debentures of face value of Rs. 1,000 each for an amount of Rs. 250.00 crore (“Base issue size”) with an option

to retain oversubscription upto the shelf limit of Rs. 2000.00 crore, pursuant to a Shelf Prospectus dated October 13, 2014 and Prospectus

Tranche-I dated October 13, 2014.

Commission or Brokerage on Previous Issues

In relation to the issuance of secured, redeemable, non-convertible debentures of face value of Rs. 1,000 each for an amount of Rs. 1209.187

crore, pursuant to the Prospectus Tranche-I dated October 13, 2014, the Company is in the process of finalization payment of the commission/

brokerage to the brokers/ ASBA collection bankers and lead managers. For details, see Prospectus Tranche-I dated October 13, 2014.

Utilisation details of Previous Issues

Save and except the Tranche- I Issue, the proceeds of the previous public issuances have been fully utilised according to the objects

mentioned in the respective prospectus. In relation to the Tranche- I Issue, the Company is in the process of utilising the proceeds thereof in

accordance with the objects of the Tranche-I Issue mentioned in Prospectus Tranche-I.

Change in auditors of the Company during last three years

S. No Name Address Date of Appointment/

Resignation

Date of Cessation FRN

1. Chokshi & Chokshi Chartered Accountants

15/17, Raghavji 'B' Building, Ground Floor,

Raghavji Road, Off

Corner, Combella Hill

Hospital, Mumbai –

400036

September 18, 2009

July 18, 2012

101872W

2. Ray & Ray Chartered

Accountants

6, Church Lane, Kolkata

– 700001

July 18, 2012 July 29, 2013

301072E

3. Thakur Vaidyanath Aiyar &

Co.

221-223, Deen Dayal

Marg, New Delhi –

11000

August 7, 2013

August 20, 2014

000038N

4. ANDROS and Company A- 101, Group Industrial

Area, Wazirpur, New Delhi- 110 052

August 7, 2013* Continuing 08976N

5. ASA and Associates KH House, 118, Shahpur

Jat

New Delhi- 110 049

July 26, 2014 Continuing 009571N

* Reappointed as joint statutory auditor of the Company on July 26, 2014 by the Comptroller and Auditor General of India for the Financial Year

2014- 2015 through letter dated July 27, 2014

For more information on the Statutory Auditors, see “General Information” on page 12 of this Prospectus Tranche- II.

Revaluation of assets Except the details stated below for the year 2010, there has not been any revaluation of assets for the last five years:

(Rs. in crore)

Particulars Total Revaluation

Land 347.27

Building 686.64

26

Benefit/ interest accruing to Promoters/ Directors out of the object of the Issue

Neither the Promoter nor the Directors of our Company are interested in the Objects of the Issue.

Details regarding lending out of issue proceeds of Previous Issues

A. Lending Policy

Please refer to the Section “Business” at page 58 of the Shelf Prospectus.

B. Classification of loans/ advances given to associate, entities / persons related to Board, senior management or Promoters, others

etc.

Our Company has not provided any loans/ advances to associates, entities/ persons related to Board, senior management or Promoters out of

the proceeds of the previous issues.

A. Types of loans

The loans given by the Company out of the proceeds of Previous Issues are loans which are given primarily to [companies/ partnerships/ sole proprietorships]. Maturity profile of total loan portfolio of the Company as on September 30, 2014 is as follows:

Maturity profile of total loan portfolio of the Company as on September 30, 2014 is as follows:

Period Amount (Rs. in crore)

Less than One year 2,581.50

1-3 years 8,277.85

3-5 years 5,596.58

5-10 years 2,700.95

Above 10 years 2674.66

Total 21,831.54

Denominations of the above loans are as follows:

Loan Denomination Amount (Rs in crore)

Below 50 lakhs 30.45

50 lakhs to 1 crore 31.74

1 crore to 5 crore 195.85

5 crore to 25 crore 1,134.31

25 crore to 100 crore 5,596.60

Above 100 crore 14,842.59

Total 21,831.54

Geographical break up of the above loans is as follows:

Zone Amount (Rs in crore)

South India 4,457.81

North India 9,613.89

West India 6,657.12

East India 1,102.72

Total 21,831.54

D. Details of top ten borrowers, as on September 30, 2014

S. No Customer Name Address Amount

(Rs. in crore)

1. Essar Oil Limited Khambhalia Post, Post Box No. 24, District, Devbhumi

Dwarka, Jamnagar, Gujarat – 361 305

1,300.80

2. Sravanthi Energy Private Limited* 3rd Floor, Rider House, 136, Sector 44, Gurgaon – 122 002

650.34

3. Jaiprakash Associates Limited Sector – 128, Noida, U.P. 201 304 594.69

4. Vadinar Oil Terminal Limited Registered office at 39 KM, Jamnagar-Okha Highway, Khambaliya Vadinar-361305, Gujarat

573.65

5. Alok Industries Limited Tower B, 2nd & 3rd Floor, Peninsula Business Park,

Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013

441.70

6. Binani Cement Limited Merchantile Chambers, 12 JN Heredia Marg, Ballard

Estate, Mumbai – 400 001.

418.07

7. Ratnagiri Gas and Power Private Limited (RGPPL)

GAIL Jubilee Tower, 5th Floor, Plot No. B-35-36, Sector -1, NOIDA-201301, U.P.

405.16

8. Videocon Industries Limited Fort House, 2nd Floor, 221,Dr. DN Road, Fort,

Mumbai- 400 001(India)

396.00

9. Ksk Energy Company Private Limited 8-2-293/82/A/431/A, Road No. 22, Jubilee Hills Hyderabad – 500 033

373.66

10. Amtek Auto Limited 3, LSC – Pamposh Enclave, Greater Kailash – 1, New

Delhi – 110 048

350.00

Total 5,504.07

* Net of provisions made.

27

E. Details of top ten loans, overdue and non-performing assets, as on September 30, 2014

S. No Customer Name Address Loan Amount*

(Rs. in crore)

1. Sravanthi Energy Private Limited 3rd Floor, Rider House, 136, Sector 44, Gurgaon – 122 002 650.34

2. Surana Industries Limited 29, Whites Road, 2nd Floor, Royapettah, Chennai – 600014 115.12

3. Shiv Vani Oil and Gas

Exploration Limited

Tower 1, 5th Floor, NBCC Plaza, Sector V, Pushp Vihar,

Saket, New Delhi - 110017

103.29

4. Blue Coast Hotels Limited Registered office:

263C, Arossim, Cansaulim, Goa – 403 712

Corporate office: 415-417, Antriksh Bhawan, 22, Kasturba Gandhi Marg,

New Delhi – 110 001

97.19

5. ARSS Developers Limited (ADL) Plot no.38, Sector A, Zone-D, Mancheswar Industrial Estate

Bhubaneswar -751 010

82.44

6. Skil Infrastructure Limited (SKIL) Registered Office at SKIL House, 209 Bank Street, Cross

Lane, Fort, Mumbai – 400 023

82.40

7. Era Housing and Developers

(India) Limited (EHDL)

1107, Indraprakash Building, 21, Barakhamba Road,

New Delhi - 110001

81.11

8. Coastal Projects Limited Plot No. 304 – 0, Road No. 78, Film Nagar, Jubilee Hills,

Hyderabad – 500 033 A.P. India

66.06

9. Orchid Chemicals and

Pharmaceuticals Limited

313 – Valluvar Kottam High Road, Nungambakkam,

Chennai – 600034

63.29

10. Sree Metaliks Limited Unit No. 38A, 3rd Floor, The Legacy, 25A, Shakespeare

Sarani, Kolkata – 700017

60.21

Total 1,401.44

* Net of provisions made.

Track record of past public issues handled by the Lead Managers

Details of the track record of the Lead Managers, as required by SEBI circular number CIR/MIRSD/1/2012 dated January 10, 2012, has been

disclosed on the respective websites of the Lead Managers.The track record of past issues handled by SBI Capital Markets Limited, A.K.

Capital Services Limited, Edelweiss Financial Services Limited and RR Investors Capital Services Private Limited are available at www.sbicaps.com, www.akcapindia.com, www.edelweissfin.comand www.rrfcl.com, respectively.

Material Contracts

The Company has not entered into any material contracts other than in the ordinary course of business, in the last two years.

Underwriting

The Tranche- II Issue has not been underwritten.

Trading

Debt securities issued by our Company, which are listed on BSE and NSE are infrequently traded with limited or no volumes. Consequently,

there has been no material fluctuation in prices or volumes of such listed debt securities.

Legal Proceedings

Proceedings involving the Company, promoter, director, subsidiaries, group companies or any other person, whose outcome could

have material adverse effect on the position of the Company

Except as described in Section “Material Litigations” on Page 105 of the Shelf Prospectus, We believe that there are no legal proceedings

involving the Company, promoter, director, subsidiaries, group companies, and in our opinion, no proceedings are threatened, which may

have, or have had a material adverse effect on our business, financial position, profitability or results of operations.

Details of default and non-payment of statutory dues

Other than as disclosed in the section titled “Material Litigations” on Page 105 of the Shelf Prospectus, the Company has not received any

demand notice from any statutory agency for default and non-payment of statutory dues.

Enquiries, Inspections or Investigations under company law

Other than as disclosed in the section titled “Material Litigations” on Page 105 of the Shelf Prospectus there are no enquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous companies law in the last five years immediately

preceding the year of issue of Shelf Prospectus in case of the Company and all of its Subsidiaries. Further, there are no prosecution filed

(whether pending or not), fines imposed or compounding offences done in the last five years immediately preceding the year of the Shelf prospectus for the Company and all of its Subsidiaries.

28

Auditor’s Remarks

The statutory auditor of the Company, ASA and Associates and ANDROS and Company confirm that except as disclosed in the Risk Factors

at page 9 of the Shelf Prospectus, there have been no reservations or qualifications or adverse remarks in the Financial Statements of the

Company in the last five financial years immediately preceding the Prospectus.

Details of fraud committed against the Company

There have not been any acts of material frauds committed against the Company in the last five years.

Mechanism for redressal of investor grievances

The agreement dated September 26, 2014 between the Registrar to the Issue and our Company provides for settling of investor grievances in a

timely manner.

All grievances relating to the Tranche- II Issue may be addressed to the Registrar to the Issue or Compliance Officer giving full details such

as name, address of the Applicant, number of NCDs applied for, amount paid on application and the details of Member of Syndicate or Trading Member of the Stock Exchange where the application was submitted. The contact details of Registrar to the Issue and Compliance

Officer of our Company are as follows:

Registrar to the Issue

KARVY Computershare Private Limited Plot No. 17 to 24, Vithal Rao Nagar

Madhapur, Hyderabad 500 081

Tel: +91(40) 4465 5000 Fax: +91 (40) 2343 1551

Investor Help line no.: 1-800-3454001 Email ID: ifci.bonds@karvy.com

Investor Grievance ID: einward.ris@karvy.com

Website: http://karisma.karvy.com Contact Person: Mr. M. Murali Krishna

SEBI Registration Number: INR000000221

Compliance Officer of the Company:

Ms. Barkha Chhabra Deputy General Manager

IFCI Tower

61, Nehru Place New Delhi- 110 019, India

Tel: +91 11 4173 2000, 4173 2468

Fax: +91 11 2623 0029

Email: bondscomplianceofficer@ifciltd.com

Other Disclosures

Names of signatories to the Memorandum of Association of the Company and the number of shares subscribed by them: Given below

are the name of the signatories of the Memorandum of Associations of the Company and the number of equity shares subscribed by them at the time of signing of the Memorandum of Association.

S. No. Name of Signatory Number of equity shares of face value of Rs.

10 each

1. Shri Puthucode Subramania Gopalakrishnan 1

2. Dr. Pangal Jayendra Nayak 1

3. Shri Serajul Haq Khan 1

4. Shri Bhogilal Dalsukhbhai Shah 1

5. Shri Rashid Jilani 1

6. Shri Shamrao Sakharam Kadam 1

7. Shri Sakti Pada Banerjee 1

8. Shri Harish Chandra Sharma 1

Total 8

29

SECTION III – ISSUE RELATED INFORMATION

ISSUE STRUCTURE

The Board of Directors of the Company, at its meeting held on August 12, 2014, approved the public issue of NCDs in India to eligible investors, in one or more tranches (each being a “Tranche Issue”), for an amount aggregating upto Rs. 2,000.00 crore (“Shelf Limit”).

The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain over subscription upto the Residual Shelf Limit (i.e Rs. 790.813 crore) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms and

conditions of Tranche- II Issue, which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI.

Particulars of the NCDs

The following are the key terms of the NCDs. This section should be read in conjunction with, and is qualified in its entirety by, more detailed information in “Terms of the Issue” on page 33 of this Prospectus Tranche- II.

COMMON TERMS FOR ALL SERIES OF THE NCDs

Issuer IFCI Limited

Lead Managers SBI Capital Markets Limited, A. K. Capital Services Limited, Edelweiss Financial Services Limited and RR Investors Capital Services Private Limited

Type of Instrument Secured redeemable non-convertible debentures

Issue Public issue of the secured redeemable non-convertible debentures of face value of Rs. 1000 each, proposed to be

issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche Prospectus(es), in one or more

tranches (each being a “Tranche Issue”) for an amount aggregating upto Rs. 2,000.00 crore (“Shelf Limit”) on

the terms and conditions as set out in separate Tranche Prospectus(es) for each tranche issue, which should be

read together with the Shelf Prospectus.

The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain

oversubscription upto the Residual Shelf Limit (i.e. Rs. 790.813 crore) (“Tranche- II Issue”) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms and conditions of Tranche- II Issue,

which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI. The

Shelf Prospectus together with this Prospectus Tranche- II constitutes the “Prospectus”.

Face Value (Rs.) Rs. 1,000 per NCD

Issue Price (Rs.) Rs. 1,000 per NCD

Nature of Instrument Secured

Mode of Issue Public issue

Minimum Application Size

and in multiples

Ten NCDs (Rs. 10,000) and in the multiple of One NCD thereafter

Pay-in Date The date of Application. The entire Application Amount is payable on Application. See “Issue Procedure –

Payment Instructions” on page 59 of this Prospectus Tranche- II

Eligible Investor See the section titled “Issue Procedure- Who Can Apply” on page 49 of this Prospectus Tranche- II

Listing BSE and NSE. BSE being the Designated Stock Exchange. For more information, see “Terms of the Issue –

Listing” on page 44 of this Prospectus Tranche- II. The NCDs shall be listed on the BSE and NSE within 12

Working Days from the relevant Tranche Issue Closing Date

Credit Rating / Rating of

the Instrument

Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit rating of “BWR AA- (Outlook: Stable)” to the NCDs. Instruments with this rating are

considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments

carry very low credit risk. Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating. ICRA Limited has, vide its letter no.

D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of “[ICRA]A (Stable)” to the NCDs.

Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-

15/1-57/11 dated December 22, 2014 revalidated its credit rating. For the revalidation letters each dated

December 22, 2014, see “Annexure B: Credit Rating (Revalidation Letters)” of this Prospectus Tranche- II. For the rationale for these ratings, see “Annexure B – Credit Rating” of the Shelf Prospectus

Security Pari passu floating first charge on Receivables of the Company (other than the Lien Receivables) with an asset

cover of one time of the total outstanding amount of NCDs and interest thereon at any point of time. The Company reserves the right to create first pari passu charge on the present and future Receivables for its present

and future financial requirements or otherwise, provided that a minimum security cover of 1 (one) time is

maintained

Security Cover One time of the total outstanding amount of the NCDs and the interest due thereon at any point in time

Nature of Indebtedness and

Ranking/ Seniority

The claims of the Debenture holders shall be superior to the claims of any unsecured creditors of the Company

and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other

secured creditors of the Company having the same security

Put/Call Option There is no put/ call option for the NCDs

Debenture Trustee Axis Trustee Services Limited

Depositories Central Depository Services (India) Limited (“CDSL”) and National Securities Depository Limited (“NSDL”)

Registrar Karvy Computershare Private Limited

Modes of Payment/

Settlement Mode

1. Direct Credit;

2. National Electronic Clearing System (“NECS”); 3. Real Time Gross Settlement (“RTGS”);

4. National Electronic Fund Transfer (“NEFT”); and

5. Demand Draft/ Cheque/ Pay Order For more information, see “Terms of the Issue – Manner and Modes of Payment” on page 41 of this Prospectus

Tranche- II.

30

COMMON TERMS FOR ALL SERIES OF THE NCDs

Mode of Issuance In dematerialised form and physical form, at the option of the Applicant*

Mode of Trading In dematerialised form only*

Market Lot / Trading Lot One NCD

Deemed Date of Allotment The date on which, the Board of Directors or Board Committee, approves the Allotment of NCDs for the

Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified

to the Designated Stock Exchange. All benefits relating to the NCDs including interest on NCDs (as specified in this Prospectus Tranche- II) shall be available from the Deemed Date of Allotment. The actual allotment of

NCDs may take place on a date other than the Deemed Date of Allotment

Issue Opening Date January 1, 2015

Issue Closing Date February 4, 2015

The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian

Standard Time) during the period indicated above with an option for early closure or extension, as may be decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such

early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public

notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with wide

circulation

Record Date The date falling 15 (fifteen) days prior to the relevant Interest Payment Date on which Interest is due and

payable, or the Maturity Date on which the Maturity Amount is due and payable or as may be prescribed by the Stock Exchanges. In the event Record Date falls on a Saturday, Sunday, or a public holiday in New Delhi, the

previous Working Day shall be considered as Record Date

Objects of the Issue and

Utilisation of Proceeds

See “Objects of the Issue” on page 18 of this Prospectus Tranche- II

Working/ Business Day

Convention

See “Terms of the Issue- Effect of holidays on payment ” on page 39 of this Prospectus Tranche- II

Day Count Convention See “Terms of the Issue- Day Count Convention” on page 39 of this Prospectus Tranche- II

Transaction Documents The Shelf Prospectus, this Prospectus Tranche- II read with notices, corrigenda, documents/ undertakings/ agreements entered into or to be entered into by the Company with Lead Managers and/or other

intermediaries for the purpose of this Issue, including but not limited to the following: -

Debenture Trust Agreement Debenture Trust Agreement dated September 26,

2014 entered into between the Debenture Trustee and

the Company

Debenture Trust Deed Debenture Trust Deed dated November 28, 2014

entered into between the Debenture Trustee and the Company

Escrow Agreement Escrow Agreement dated October 10, 2014, as

amended and supplemented by First Addendum to the Escrow Agreement dated December 22, 2014

entered into between the Company, the Registrar to

the Issue, the Lead Managers and the Escrow Collection Bank(s) for collection of the Application

Amounts and where applicable, refunds of amounts

collected from Applicants on the terms and conditions thereof

Issue Agreement Issue Agreement dated September 27, 2014 entered

into between the Company and the Lead Managers

Consortium Agreement Consortium Agreement dated October 10, 2014, as

amended and supplemented by First Addendum to

the Consortium Agreement dated December 22, 2014 entered into between the Company and the

Consortium Members

Registrar Agreement Agreement dated September 26, 2014 entered into between the Company and the Registrar to the Issue

as amended and supplemented by Addendum to the

Registrar Agreement dated October 11, 2014, in relation to the responsibilities and obligations of the

Registrar to the Issue pertaining to the Issue

Tripartite Agreements Tripartite agreement dated November 3, 2011 entered into between the Company, CDSL and the

Registrar to the Issue and the tripartite agreement

dated November 9, 2011 entered into between the Company, NSDL and the Registrar to the Issue

Conditions precedent/

subsequent to disbursement

Other than the conditions specified in the SEBI Debt Regulations, there are no conditions precedent/subsequent to disbursement. See “Terms of the Issue - Utilisation of Issue Proceeds” on page 44 of this Prospectus

Tranche- II

Event of Default See “Terms of the Issue- Event of Defaults” on page 43 of this Prospectus Tranche- II

Cross Default Not applicable

Roles and Responsibilities

of Debenture Trustee

See “Terms of the Issue- Debenture Trustee” on page 44 of this Prospectus Tranche- II

31

COMMON TERMS FOR ALL SERIES OF THE NCDs

Discount at which NCDs

are issued and the effective

yield as a result of such

discount

Not applicable

Governing Law Laws of the Republic of India

Jurisdiction The courts of New Delhi will have exclusive jurisdiction for the purposes of the Tranche- II Issue.

* The Allotment of NCDs shall be in dematerialized form as well as physical form. In terms of Regulation 4 (2)(d) of the SEBI Debt

Regulations and Section 29 of the Companies Act, 2013, the Company shall make public issue of NCDs in dematerialized form. However, in

terms of Section 8(1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the NCDs in physical form will fulfill such request. The trading in NCDs shall be compulsorily in dematerialized form.

Participation by any of the above-mentioned Investor classes in the Tranche- II Issue will be subject to applicable statutory and/or

regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the investment limits or

maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions.

In case of Application Form being submitted in joint names, Applicants should ensure that the demat account is also held in the same

joint names, and the names are in the same sequence in which they appear in the Application Form.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in

connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Tranche- II Issue.

SPECIFIC TERMS FOR EACH SERIES OF NCDs

The specific terms and conditions of each series of NCDs offered pursuant to the Tranche-II Issue are as follows:

Options/ Series I* II** III IV**

Frequency of Interest Payment Annual Not Applicable Annual Not Applicable

Tenor from Deemed Date of Allotment 5 Years 10 Years

Coupon Rate (% per annum) for all Category

of Investor(s) (A)

9.35% Not Applicable 9.40% Not Applicable

Additional incentive over Coupon Rate (% per

annum) on any Record Date applicable only to

Category III and Category IV Investor(s) (B)

0.10% Not Applicable 0.10% Not Applicable

Aggregate of the Coupon Rate and the

Additional incentive (as per B above) applicable

only to Category III and Category IV

Investor(s)

{(A) + (B) })

9.45% Not Applicable 9.50% Not Applicable

Effective Yield (per annum) for Category I and

Category II Investor(s)

9.35% 9.35% 9.40% 9.40%

Effective Yield (per annum) for Category III

and Category IV investors

9.45% 9.45% 9.50% 9.50%

Frequency of Interest Payment Annual Not Applicable Annual Not Applicable

Coupon/ Interest Type Fixed Not Applicable Fixed Not Applicable

Coupon Payment Date/ Interest Payment Date The date, which is

the day falling one

year from the Deemed Date of

Allotment, in case of the first coupon/

interest payment

and the same day every year, until

the Redemption

Date for subsequent

coupon/ interest

payment

Not Applicable The date, which is

the day falling one

year from the Deemed Date of

Allotment, in case of the first

coupon/ interest

payment and the same day every

year, until the

Redemption Date for subsequent

coupon/ interest

payment

Not Applicable

Coupon Reset Process Not Applicable

Maturity Amount/ Redemption Amount (Rs./

NCD) on Maturity for Category I and Category

II Investor(s)**

1,000 1563.87 1,000 2457.50

Maturity Amount/ Redemption Amount (Rs./

NCD) on Maturity for Category III and

Category IV Investor(s) **

1,000 1571.04 1,000 2480.08

Redemption Premium/ Discount

In case of Series II and Series IV, the amount will be redeemed at the end of 5 years and 10 years, respectively, commencing from the Deemed Date of Allotment at the

Face Value of Rs. 1,000 each per NCD with redemption premium. The Series I and

Series III will be redeemed at par at the end of 5 year and 10 year, respectively, commencing from the Deemed Date of Allotment. For details please refer to the

paragraph above on the Maturity Amount

32

Options/ Series I* II** III IV**

Redemption Date/ Maturity Date (from

Deemed Date of Allotment)

5 Years 5 Years 10 Years 10 Years

Default Interest Rate The Company shall pay liquidated damages at a rate of 1% per annum, in the event

the Company fails to pay any amounts outstanding in respect of NCDs, when due

and payable

Interest on Application Money See “Terms of Issue- Interest on Application and Refund Money” on page 38 of this Prospectus Tranche- II

Base Issue Size Rs. 250.00 crore

Option to retain oversubscription Upto the Residual Shelf Limit (i.e. Rs. 790.813 crore)

Step up/ Step Down Coupon Rate N.A

The Investors of Category I, Category II, Category III and Category IV can subscribe to all Series of NCDs. *Our Company shall allocate and allot Series I NCDs to all valid applications, wherein the Applicants have not indicated their choice of the

relevant Series of NCDs in their Application Form or have applied for wrong Series of NCDs.

** Subject to applicable tax deducted at source, if any.

On any relevant Record Date the Registrar and/or our Company shall determine the list of the Primary holder(s) of this Tranche II Issue and

identify such Investor/ Debenture holders, (based on their DP identification and /or PAN and/or entries in the Register of Debenture holders), and make applicable coupon/interest payments.

Minimum Subscription

If our Company does not receive the minimum subscription of 75% of the Base Issue Size within 30 (thirty) days from the date of Issue of

this Prospectus Tranche- II or such other period as may be specified by SEBI, the entire Application Amounts shall be refunded to the Applicants within 12 days from closure of the Tranche- II Issue. If there is delay in the refund of Application Amounts beyond the time

prescribed above, our Company will pay interest for the delayed period at rate of 15% per annum for the delayed period.

Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules,

2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such

refunds is available with the Company and/or Registrar, refunds will be made to the account prescribed. However, where the Company and/or

Registrar does not have the necessary information for making such refunds, the Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.

Market Lot & Trading Lot

As per the SEBI Debt Regulations, since trading in the NCDs will be in dematerialised form only, the tradable lot is one NCD (“Market

Lot”). The Company has made depository arrangements with CDSL and NSDL for trading of the NCDs in dematerialised form, pursuant to the tripartite agreement dated November 3, 2011 between the Company, CDSL and the Registrar to the Issue and the tripartite agreement

dated November 9, 2011 between the Company, NSDL and the Registrar to the Issue (collectively, “Tripartite Agreements”).

33

TERMS OF THE ISSUE

GENERAL TERMS OF THE ISSUE

Authority for the Issue

Subject to the Memorandum and Articles of Association of the Company, the Shareholders of the Company at the Annual General Meeting

held on August 27, 2014, have passed a resolution under Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as amended from time to time, authorising the Board to borrow from time to time, any sum or sums of monies, whether secured or unsecured,

and on such terms and conditions as may be considered suitable by the Board, which together with the monies already borrowed by the

Company (apart from the temporary loans obtained from the company’s bankers in the ordinary course of business), may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not to set apart for any specific purpose, provided

that the total amount upto which the moneys may be borrowed by the Board shall not exceed a sum of Rs. 60,000.00 crore (Rupees Sixty

Thousand Crore) at any time. The aggregate value of the NCDs offered under this Prospectus Tranche- II, together with the existing borrowings of our Company, is within the borrowing limits of Rs. 60,000.00 crore (Rupees Sixty Thousand Crore).

The Board of Directors of the Company, at its meeting held on August 12, 2014, approved the public issue of NCDs in India to eligible investors, in one or more tranches (each being a “Tranche Issue”), for an amount aggregating upto Rs. 2,000.00 crore (“Shelf Limit”).

The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain over subscription upto the Residual Shelf Limit (i.e Rs. 790.813 crore) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms and

conditions of Tranche- II Issue, which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI.

Terms & Conditions of the Issue

The terms and conditions of NCDs being offered in the Tranche- II Issue are subject to the Companies Act, 1956, Companies Act, 2013, the SEBI Debt Regulations, the Debt Listing Agreement, the Shelf Prospectus, this Prospectus Tranche- II, the Application Form, the Abridged

Prospectus and other terms and conditions as may be incorporated in the Debenture Trust Agreement and Debenture Trust Deed to be entered into between the Debenture Trustee and the Company, as well as other laws applicable from time to time, including rules, regulations,

guidelines, notifications and any statutory modifications or re-enactments including those issued by GoI, SEBI, RBI, the Stock Exchanges

and/or other statutory/ regulatory authorities relating to the issue and listing of securities and any other documents that may be executed in connection with the NCDs. For more information, see “Issue Structure” on page 29 of this Prospectus Tranche- II.

Face Value

The face value of each NCD is Rs. 1,000.00.

Security

The NCDs will be secured by a pari passu floating first charge on Receivables, present and future, of the Company (other than the Lien Receivables), with an asset cover of one time of the total outstanding amount of NCDs, from time to time. The Company reserves the right to

create first pari passu charge on its present and future Receivables for its present and future financial requirements or otherwise, without

requiring the consent of, or intimation to, the Debenture holders or the Debenture Trustee in this connection, provided that a minimum

security cover of 1 (one) time is maintained.

The Company undertakes to execute necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed within the time frame prescribed in the SEBI Debt Regulations and other relevant regulations/act/rules etc. and the same would be

uploaded on the website of the Designated Stock Exchange, where the debt securities are proposed to be listed, within five working days of

execution of the same. The Debenture holders are entitled to the benefit of the Debenture Trust Deed and are bound by and are deemed to have notice of all provisions of the Debenture Trust Deed. The Company has obtained NOC from the existing debenture trustees/ lenders for

creation and sharing of pari passu security interest as aforesaid.

Credit Rating

Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit rating of “BWR AA- (Outlook: Stable)” to the NCDs. Instruments with this rating are considered to have the high degree of safety regarding

timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has vide its

letter no. BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating.

ICRA Limited has, letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of “[ICRA]A (Stable)” to the NCDs.

Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-15/1-57/11 dated December 22, 2014 revalidated its

credit rating.

For the revalidation letters each dated December 22, 2014, see “Annexure B: Credit Rating (Revalidation Letters)” of this Prospectus

Tranche- II.

For the rationale for these ratings, see “Annexure B – Credit Rating” of the Shelf Prospectus.

Issue Period

Issue Opens On January 1, 2015

Issue Closes On February 4, 2015

34

The Tranche- II Issue shall open for subscription on Working Days from 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the period

indicated above with an option for early closure or extension, as may be decided by the Board of Directors or Board Committee. In the event

of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public notice of such early

closure/extension is published on or before such early date of closure or the Tranche Issue Closing Date, as applicable, through

advertisement(s) in a leading national daily newspaper.

Applications Forms for the Tranche- II Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such

extended time as may be permitted by the Stock Exchanges during the Issue Period mentioned above, on all Working Days, i.e., between Monday and Friday, both inclusive, barring public holidays: (i) by the Members of the Syndicate or Trading Members of the Stock

Exchange(s), as the case may be, at the centres mentioned in the Application Form through the non-ASBA mode, or (ii) in case of ASBA

Applications, (a) directly by Designated Branches of SCSBs or (b) by the centres of the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, only at the specified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru,

Hyderabad, Pune, Vadodara and Surat) (“Specified Cities”), except that on the Tranche Issue Closing Date, Application Forms will be

accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges (after taking into account the total number of Applications received up to the

closure of timings for acceptance of Application Forms as stated herein). Applicants may also make their Applications through Direct Online

Applications using the online payment facility offered through the Stock Exchange(s) during the Issue Period, subject to such online payment facility being made available by the Stock Exchange(s) prior to the date of filing of this Prospectus Tranche- II by the Company with RoC

Due to limitation of time available for uploading Applications on the Issue Closing Date, Applicants are advised to submit their

Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m (Indian Standard Time) on the Issue Closing

Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be

some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not

be considered for allocation under the Tranche- II Issue.

The NCDs are being issued at par and the full amount of the face value per NCD is payable on Application, except ASBA Application the amount will be blocked in the ASBA Account.

Neither the Company, nor the Members of the Syndicate or Trading Members of the Stock Exchange(s) shall be liable for any failure

in uploading Applications due to failure in any software/hardware system or otherwise.

MINIMUM APPLICATION

10 NCDs (Rs. 10,000) in the multiple of 1 (one) NCD thereafter.

ESCROW MECHANISM

Please refer “Issue Procedure – Escrow Mechanism for Applicants other than ASBA Applicants” and “Issue Procedure – Payment into

Escrow Account” on page 60 and 61 of this Prospectus Tranche- II, respectively.

ALLOTMENT OF NCDs

Deemed Date of Allotment

The Deemed Date of Allotment will be the date on which, the Board of Directors or Board Committee approves the Allotment of NCDs for

the Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified to the Designated Stock Exchange. All benefits relating to the NCDs including interest on NCDs (as specified in this Prospectus Tranche- II) shall be available from

the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment

Group of Applications and Allocation Ratio

The Registrar will aggregate the applications based on the applications received through an electronic book from the Stock

Exchanges and determine the valid applications for the purpose of drawing the basis of allocation. Grouping of the application

received will be then done in the following manner: For the purposes of the basis of allotment:

a) Applications received from Category I Applicants: Applications received from Applicants belonging to Category I shall be grouped together (“QIB Portion”);

b) Applications received from Category II Applicants: Applications received from Applicants belonging to Category II, shall be grouped

together (“Corporate Portion”); c) Applications received from Category III Applicants: Applications received from Applicants belonging to Category III shall be grouped

together; and (“High Networth Individual Portion”)

d) Applications received from Category IV Applicants: Applications received from Applicants belonging to Category IV shall be grouped

together. (“Retail Individual Investor Portion”)

For avoidance of doubt, the terms “QIB Portion”, “Corporate Portion”, “High Net Worth Individual Portion” and “Retail Individual

Investor Portion” are individually referred to as a “Portion” and collectively referred to as “Portions”.

For the purposes of determining the number of NCDs available for allocation to each of the abovementioned Portions, the Company shall have the discretion of determining the number of NCDs to be allotted over and above the Base Issue Size, in case the Company opts to retain any

oversubscription in the Tranche- II Issue up to the Residual Shelf Limit. The aggregate value of NCDs decided to be allotted over and above the

Base Issue Size, (in case the Company opts to retain any oversubscription in the Tranche- II Issue), and/or the aggregate value of NCDs up to the Base Issue Size shall be collectively termed as the “Overall Issue Size”.

35

Allocation Ratio

QIB Portion Corporate Portion High Networth Individual

Portion

Retail Individual Investor

Portion

25% of the Overall Issue Size 25% of the Overall Issue Size 25% of the Overall Issue Size 25% of the Overall Issue Size

Basis of Allotment

(a) Allotments in the first instance:

(i) Applicants belonging to the Category I, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first come

first serve basis which would be determined on the basis of the date of upload of each Application into the electronic system of the Stock Exchanges;

(ii) Applicants belonging to the Category II, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first come

first serve basis which would be determined on the basis of date of upload of each Application into the electronic system of the Stock Exchanges;

(iii) Applicants belonging to the Category III, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first

come first serve basis which would be determined on the basis of date of upload of each Application in to the electronic system of the Stock Exchanges;

(iv) Applicants belonging to the Category IV, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first

come first serve basis which would be determined on the basis of date of upload of each Application in to the electronic system of the Stock Exchanges.

Allotments, in consultation with the Designated Stock Exchange, shall be made on a first come first serve basis, based on the date of upload of each Application into the electronic system of the Stock Exchanges, in each Portion, subject to the Allocation Ratio.

(b) Under Subscription: If there is any under subscription in any Portion, priority in allotments will be given in the following order on a first come first serve basis in each Portion, based on the date of upload of each Application into the electronic system of the Stock

Exchanges, in each Portion:

(i) Retail Individual Investor Portion;

(ii) High Net worth Individual Portion;

(iii) Corporate Portion; (iv) QIB Portion.

(c) For each Portion, all Applications uploaded into the electronic system of the Stock Exchanges in the same day would be treated at par with each other. Allotment within a day would be on proportionate basis, where NCDs applied for exceeds NCDs to be allotted for each

Portion respectively.

(d) Allotments in case of oversubscription: In case of oversubscription, allotments to the maximum extent, as possible, will be made on a

first come first serve basis and thereafter on a proportionate basis in each Portion, determined based on the date of upload of each

Application into the electronic system of the Stock Exchanges i.e. full allotment of NCDs to the Applicants on a first come first serve basis up to the date falling 1 day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date

of oversubscription. Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI,

which amends the provisions of circular (No. CIR./IMD/DF-1/20/2012) dated July 27, 2012 to the extent that it provides for allotment in public issues of debt securities to be made on the basis of date of upload of each application into the electronic book of the Stock

Exchanges, as opposed to the date and time of upload of each such application. In the event of, and on the date of oversubscription,

however, allotments in public issues of debt securities is to be made on a proportionate basis.

(e) Proportionate Allotments: For each Portion, on the date of oversubscription:

(i) Allotments to the Applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer.

(ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue size, not all

Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose Allotment size,

prior to rounding off, had the highest decimal point would be given preference.

(iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above,

the Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner.

(f) Applicant applying for more than one Series of NCDs: If an Applicant has applied for more than one Series of NCDs and if such

Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series - wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each Series of NCDs, applied for by such Applicant,

subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and the Designated Stock Exchange.

(g) Minimum allotment of 10 (Ten) NCD and in multiples of 1 (One) NCD thereafter would be made in case of each valid Application,

subject to Basis of Allotment as mentioned above

All decisions pertaining to the basis of allotment of NCDs pursuant to the Tranche- II Issue shall be taken by the Company in consultation

with the Lead Managers, and the Designated Stock Exchange and in compliance with the aforementioned provisions of this Prospectus

Tranche-II. Any other queries/ issues in connection with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers.

The Company will allot Series I to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of NCDs or have applied for wrong Series.

36

Please note in case KYC documents are not proper, Registrar shall hold back physical certificate allotted to the Applicant pending receipt of

complete KYC documents from Applicant and the Company shall keep in abeyance the payment of interest or other benefits, till such time. In

case of demat application, if the credit of NCDs is rejected due to inactive demat or any mismatch with depositories details against the details

received through application, the securities shall hold in pool account till such time the Company/Registrar receive the proper documentation from the investor for further transfer to the beneficiary account. The Company shall also not be liable to pay interest for delay in dispatch of

the certificate in case of delay caused due to non-receipt of proper KYC documents to the satisfaction of the Registrar.

Additional/Multiple Applications

Please refer “Issue Procedure – Additional/Multiple Applications” on page 55 of this Prospectus Tranche- II.

Form of Allotment and Denomination

The Allotment of NCDs shall be in dematerialized form as well as in physical form. In terms of Regulation 4 (2)(d) of the SEBI Debt

Regulations and Section 29 of the Companies Act, 2013, the Company shall make public issue of NCDs in dematerialized form. However, in

terms of Section 8(1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the NCDs in physical form will fulfill such request. However, the NCDs allotted against Series III shall be allotted compulsorily in the dematerialized form to all categories

of Investors. The trading in NCDs shall be compulsorily in dematerialized form.

The Company has made depository arrangements with CDSL and NSDL for the issuance of the NCDs in dematerialized form, pursuant to the

tripartite agreement dated November 3, 2011 between the Company, the Registrar and CDSL and the tripartite agreement dated November 9,

2011 between the Company, the Registrar and NSDL. The Company shall take necessary steps to credit the Depository Participant account of

the Applicant with the number of NCDs Allotted in dematerialized form. The Debenture holders holding the NCDs in dematerialized form

shall deal with the NCDs in accordance with the provisions of the Depositories Act, Companies Act, 2013, as the case may be, and rules and

regulations notified thereunder, from time to time.

In case of NCDs held in physical form, whether on Allotment or on rematerialization of NCDs allotted in dematerlised form, a single certificate will be issued to the Debenture holder for the aggregate amount (“Consolidated Certificate”) for each Series of NCD. The

applicant can also request for the issue of Debenture certificates in denomination of the Market Lot.

In respect of Consolidated Certificates, we will, only on receipt of a request from the Debenture holder within 30 Working Days of the

request, split such Consolidated Certificates into smaller denominations in accordance with the applicable rules/regulations/act, subject to the

minimum of Market Lot. No fees will be charged for splitting of Debenture certificate(s) in Market Lots, but stamp duty payable, if any, would be borne by the Debenture holder. The request for splitting should be accompanied by the original Consolidated Certificates which

will, on issuance of the split Consolidated Certificate, be treated as cancelled by us.

PAYMENT OF REFUNDS

Refunds for Applicants other than ASBA Applicants

Within 12 Working Days of the Tranche Issue Closing Date, the Registrar to the Issue will dispatch refund orders/ issue instructions for

electronic refund, as applicable, of all amounts payable to unsuccessful Applicants (other than ASBA Applicants) and also any excess amount

paid on Application, after adjusting for allocation/Allotment of NCDs. The Registrar to the Issue will obtain from the Depositories the

Applicant’s bank account details, including the MICR code, on the basis of the DP ID and Client ID provided by the Applicant in their

Application Forms, for making refunds. For Applicants who receive refunds through ECS, direct credit, RTGS or NEFT, the refund instructions will be issued to the clearing system within 12 Working Days of the Tranche Issue Closing Date. A suitable communication will

be dispatched to the Applicants receiving refunds through these modes, giving details of the bank where refunds will be credited with the

amount and expected date of electronic credit of refund. Such communication will be mailed to the addresses (in India) of Applicants, as per Demographic Details received from the Depositories. The Demographic Details would be used for mailing of the physical refund orders, as

applicable.

The Applicant who applied for NCDs in electronic form, are advised to immediately update their bank account details as appearing on the

records of their Depository Participant. Please note that Failure to do so could result in delays in credit of refund to the Applicant at the sole

risk of the Applicant and neither the Lead Managers nor the Company nor the Registrar to the Issue shall have any responsibility and undertake any liability for such delays on part of the Applicants.

Mode of refunds for Applicants other than ASBA Applicants

Payment of refund, if any, for Applicants other than ASBA Applicants would be done through any of the following modes:

1. Direct Credit – Applicants having bank accounts with the Refund Bank(s), as per Demographic Details received from the Depositories, will

be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the

Company.

2. NECS – Payment of refund would be done through NECS for applicants having an account at any of the centres where such facility has

been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the Magnetic Ink Character Recognition (“MICR”) code from the Depositories.

3. RTGS – Applicants having a bank account at any of the centres where such facility has been made available and whose refund amount exceeds Rs. 2.00 lakh or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS provided

the Demographic Details downloaded from the Depositories contain the nine digit MICR code of the Applicant’s bank which can be mapped

with RBI data to obtain the corresponding Indian Financial System Code (“IFSC”). Charges, if any, levied by the applicant‘s bank receiving the credit would be borne by the Applicant.

37

4. NEFT – Payment of refund will be undertaken through NEFT wherever the Applicant’s bank has been assigned the IFSC which can be

linked to a MICR code, if any, available to that particular bank branch. IFSC will be obtained from the website of RBI as on a date

immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine

digit MICR number and their bank account number while opening and operating the beneficiary account, the same will be duly mapped with

the IFSC of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage, hence use of NEFT is subject to operational feasibility, cost and process

efficiency. If NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in

the sections.

5. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be

dispatched through speed/registered post only to Applicants that have provided details of a registered address in India. Such refunds will be made by cheques, pay orders or demand drafts drawn on the relevant Refund Bank and payable at par at places where Applications are

received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Applicants.

Moreover, the Company, Lead Managers and Registrar to the Issue will not be responsible for any delay in receipt of credit of

interest, refund or Maturity Amount so long as the payment process has been initiated in time.

Mode of refunds for ASBA Applicants

In case of ASBA Applicants, the Registrar to the Issue will instruct the relevant SCSB to unblock funds in the relevant ASBA Account for withdrawn, rejected or unsuccessful or partially successful ASBA Applications within 12 Working Days of the Tranche Issue Closing Date.

In case of eligible refund through electronic mode, if there will be any rejection because of any wrong account details received from

depositories in case of demat application or wrong account details mentioned in the application form in case of physical application, our

company will issue refund orders to those investors which may further delay the refund credit beyond twelve (12) Working Days from Issue

Closing Date. In case of such delays in credit of refund to investors neither the Lead managers nor the Company shall have any responsibility and undertake any liability for such delays on part of the investors.

INTEREST/ PREMIUM ON THE NCDs

Series I

In case of Series I NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of

Debenture holders as on the Record Date on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series I NCDs.

Category of Debenture

holders as on the

Record Date

Coupon Rate (% per annum)

for all Category of

Investor(s) (A)

Additional incentive over

Coupon Rate (% per annum)

on any Record Date applicable

to only Category III and

Category IV Investor(s) (B)

Aggregate of the Coupon Rate and

the Additional incentive (as per B)

applicable to Category III and

Category IV Investor(s) {(A) + (B) })

Category III & IV 9.35% 0.10% 9.45%

Category I & II* 9.35% Nil 9.35%

* Category I and Category II Investors SHALL NOT be eligible for the additional incentive of 0.10% per annum for Series I NCDs held on

any Record Date.

Series I NCDs, shall be redeemed at the Face Value along with interest accrued thereon, if any, at the end of 5 years from the Deemed Date of

Allotment.

Series II

The Series II NCDs, shall be redeemed at the end of 5 years from the Deemed Date of Allotment at the following amounts based on the

relevant categories of Debenture holders as on the Record Date for redemption of the Series II NCDs.

Face Value (in Rs.) Maturity Amount/ Redemption Amount

(Rs./ NCD) on Maturity for Category I and

Category II Investor(s)

Maturity Amount/ Redemption Amount

(Rs./ NCD) on Maturity for Category III and

Category IV Investor(s)

1,000 1563.87* 1571.04*

* Subject to applicable tax deducted at source, if any.

Series III

In case of Series III NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of

Debenture holders as on the Record Date on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of

each Series III NCDs.

Category of Debenture

holders as on the

Record Date

Coupon Rate (% per annum)

for all Category of

Investor(s) (A)

Additional incentive over

Coupon Rate (% per annum)

on any Record Date applicable

to only Category III and

Category IV Investor(s) (B)

Aggregate of the Coupon Rate and

the Additional incentive (as per B)

applicable to Category III and

Category IV Investor(s) {(A) + (B) })

Category III & IV 9.40% 0.10% 9.50%

Category I & II* 9.40% Nil 9.40%

* Category I and Category II Investors SHALL NOT be eligible for the additional incentive of 0.10% per annum for Series III NCDs held on

38

any Record Date.

Series III NCDs, shall be redeemed at the Face Value along with interest accrued thereon, if any, at the end of 10 years from the Deemed Date

of Allotment.

Series IV

Series IV NCDs, shall be redeemed at the end of 10 years from the Deemed Date of Allotment at the following amounts based on the relevant categories of Debenture holders as on the Record Date for redemption of the Series IV NCDs

Face Value (in Rs.) Maturity Amount/ Redemption Amount

(Rs./ NCD) on Maturity for Category I and

Category II Investor(s)

Maturity Amount/ Redemption Amount

(Rs./ NCD) on Maturity for Category III and

Category IV Investor(s)

1,000 2457.50* 2480.08*

* Subject to applicable tax deducted at source, if any.

Interest on Application and Refund Money

Interest on application monies received which are used towards allotment of NCDs

We shall pay interest on the application amount for which NCDs are Allotted to the Applicants (except ASBA Applicants) subject to

deduction of income tax under the Income Tax Act, to any Applicants to whom the NCDs are Allotted pursuant to the Tranche- II Issue from

the date of realization of application money through cheque(s)/ demand draft(s)/ any other mode up to one day prior to the Deemed date of Allotment, at the rate of effective yield applicable for the respective category of Investorsr as specified for each Series of NCDs in this

Prospectus Tranche- II. However, we shall not be liable to pay any interest on Application Amounts in case of monies paid in excess of the

amount of NCDs applied for in the Application Form.

In the event that such date of realization of the cheque(s)/ demand draft(s) is not ascertainable in terms of the banking records, we shall pay

interest on the Application Amounts on the amount Allotted from 3 (three) Working Days from the date of upload of each Application on the electronic Application platform of the relevant Stock Exchange(s) up to one day prior to the Deemed Date of Allotment, at the

aforementioned rates.

We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the Applicants.

Alternatively, the interest warrant will be dispatched along with the Letter of Allotment/ Allotment Advice at the sole risk of the Applicant, to

the sole/first Applicant.

A tax deduction certificate will be issued for the amount of income tax so deducted.

Interest on application monies received which are liable to be refunded

We shall pay interest on application money which is liable to be refunded to the Applicants (except ASBA Applicants) in accordance with the SEBI Debt Regulations and/or Companies Act, 2013, or other applicable statutory and/or regulatory requirements, subject to deduction of

income tax under the Income Tax Act, as applicable, from the date of realization of the application money through cheque(s)/demand draft(s)/ any other mode up to one day prior to the Deemed Date of Allotment, at the rate of 4% p.a. Such interest shall be paid along with the monies

liable to be refunded. Interest warrant will be dispatched/credited (in case of electronic payment) along with the refund orders at the sole risk

of the Applicant, to the sole/first applicant. A tax deduction certificate will be issued for the amount of income tax so deducted.

In the event our Company does not receive a minimum subscription of 75% of the Base Issue on the date of closure of the Tranche- II Issue,

the Company shall pay interest on application money which is liable to be refunded to the Applicants (except ASBA Applicants) in accordance with the SEBI Debt Regulations and/or Companies Act, 2013, or other applicable statutory and/or regulatory requirements,

subject to deduction of income tax under the Income Tax Act, as applicable.

A tax deduction certificate will be issued for the amount of income tax so deducted, if any.

Provided that, notwithstanding anything contained hereinabove, the Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant,

and/or (c) monies paid in excess of the amount of NCDs applied for in the Application Form. For more information, see “Issue Procedure -

Rejection of Application” on page 62 of this Prospectus Tranche- II.

Interest in case of Delay

The Company undertakes to pay interest in connection with any delay in Allotment, dematerialised credit and refunds, beyond the time limits

prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under applicable statutory and/or regulatory

requirements.

REDEMPTION The Company will redeem each Series of NCDs on the respective Maturity Dates. The date of maturity for NCDs subscribed under Series I

and Series II is 5 years from the Deemed Date of Allotment and for NCDs subscribed under Series III and Series IV is 10 years from the

Deemed Date of Allotment.

NCDs held in electronic form:

No action is required on the part of Debenture holders on the Maturity Date(s). On the Maturity Date, Maturity Amounts would be paid by

39

cheque /pay order / electronic mode to those Debenture holders whose names appear on the list of beneficial owners given by the

Depositories to us. These names would be as per the Depositories’ records on the Maturity Date fixed for the purpose of payment of Maturity

Amounts. These NCDs may be simultaneously extinguished to the extent of the Maturity Amounts paid through appropriate debit corporate

action upon payment of the corresponding Maturity Amounts of the NCDs. It may be noted that in the entire process mentioned above, no

action is required on the part of Debenture holders.

Our liability to the Debenture holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the Maturity

Date in all events and when we dispatch the Maturity Amounts to the Debenture holder(s).Further, we will not be liable to pay any interest, income or compensation of any kind from the date of payment of Maturity Amounts of the NCD(s).

NCDs held in physical form:

No action will ordinarily be required on the part of the Debenture holder at the time of redemption, and the Maturity Amount will be paid to

those Debenture holders whose names appear in the Register of Debenture holders maintained by the Company on the Record Date fixed for the purpose of Redemption. However, the Company may require the Debenture Certificate(s), duly discharged by the sole holder or all the

joint-holders (signed on the reverse of the Consolidated Debenture Certificate(s)) to be surrendered for redemption on Maturity Date and sent

by the Debenture holders by registered post with acknowledgment due or by hand delivery to the Registrar to the Issue or the Company or to such persons at such addresses as may be notified by the Company from time to time. Debenture holders may be requested to surrender the

Debenture Certificate(s) in the manner stated above, not more than three months and not less than one month prior to the Maturity Date so as

to facilitate timely payment.

Right to re-issue NCD(s)

Subject to the provisions of the Companies Act, 1956 and the Companies Act, 2013, as applicable on the date of this Prospectus Tranche- II,

where we have fully redeemed or repurchased any NCDs, we shall have and shall be deemed always to have had the right to keep such NCDs

in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or re-issuing the same NCDs or by issuing other NCDs in

their place. The aforementioned right includes the right to reissue original NCDs.

PAYMENT OF INTEREST ON NCDs

Day Count Convention

Interest rate will be computed on a 365 days-a-year basis on the principal outstanding on the NCDs. Where the coupon/ interest period (start date to end date) includes February 29, coupon/ interest rate will be computed on 366 days-a-year basis, on the principal outstanding on the

NCDs.

Effect of holidays on payments

If the date of payment of coupon/ interest does not fall on a Working Day, the payment shall be made on the immediately succeeding Working Day along with the interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of

the interest payable on the next coupon/ Interest Payment Date. If the Redemption Date/ Maturity Date (also being the last Coupon/ Interest

Payment Date) of any Series of NCDs falls on a day which is not a Working Day, the redemption proceeds shall be paid on the immediately

preceding Working Day along with the interest accrued on the NCDs until but excluding the date of such payment.

Cash Flow for 5 year maturity with annual interest repayment:

Name of Issuer IFCI Limited

Face Value of the Bonds Rs. 1,000 per bond

Issue Opening date/ Date of allotment (tentative) 1-January-2015/ 13-February-2015

Redemption Date 13-Febrary-2020

Interest rate for Non- Individuals 9.35%

Interest rate for Individuals 9.45%

Frequency of interest payment with specified dates Annual

Day Count Convention Actual/Actual

*Based on the deemed date of allotment (February 13, 2015) and post-Issue timelines for the present Tranche-II Issue, and may be subject to changes.

40

Cash

Flow

Day Interest Payment

Due on

(DD/MM/YY)

Actual No. of days

between two interest

payment

Cash Flow for

Category I & II

(amount in Rs.)

Cash Flow for

Category III & IV

(amount in Rs.)

1 Saturday 13-Feb-16 365 93.50 94.50

2 Monday 13-Feb-17 366 93.50 94.50

3 Tuesday 13-Feb-18 365 93.50 94.50

4 Wednesday 13-Feb-19 365 93.50 94.50

5 Thursday 13-Feb-20 365 93.50 94.50

5 Principal 13-Feb-20 1000 1000

Cash Flow for 10 year maturity bond with annual interest repayment:

Name of Issuer IFCI Limited

Face Value of the Bonds Rs. 1,000 per bond

Issue Opening date/ Date of allotment (tentative) 1-January-2015/ 13-February-2015

Redemption Date 13-Febrary-2025

Interest rate for Non- Individuals 9.40%

Interest rate for Individuals 9.50%

Frequency of interest payment with specified dates Annual

Day Count Convention Actual/Actual

*Based on the deemed date of allotment (February 13, 2015) and post-Issue timelines for the present Tranche-II Issue, and may be subject to

changes.

Cash

Flow

Day Interest/ Principal

Payment Due on

(DD/MM/YY)

Actual No. of days

between two interest

payment

Cash Flow for

Category I & II

(amount in Rs.)

Cash Flow for

Category III &

IV (amount in

Rs.)

1 Saturday 13-Feb-16 365 94.00 95.00

2 Monday 13-Feb-17 366 94.00 95.00

3 Tuesday 13-Feb-18 365 94.00 95.00

4 Wednesday 13-Feb-19 365 94.00 95.00

5 Thursday 13-Feb-20 365 94.00 95.00

6 Saturday 13-Feb-21 366 94.00 95.00

7 Monday 14-Feb-22 366 94.26 95.26

8 Monday 13-Feb-23 364 93.74 94.74

9 Tuesday 13-Feb-24 365 94.00 95.00

10 Thursday 13-Feb-25 366 94.00 95.00

10 Principal 13-Feb-25 1000 1000

Cash Flow for 5 year maturity with cumulative interest repayment:

Name of Issuer IFCI Limited

Face Value of the Bonds Rs. 1,000 per bond

Issue Opening date/ Date of allotment (tentative) 1-January-2015/ 13-February-2015

Redemption Date 13-Febrary-2020

Interest rate for Non- Individuals 9.35%

Interest rate for Individuals 9.45%

Frequency of interest payment with specified dates Cumulative

Day Count Convention Actual/Actual

*Based on the deemed date of allotment (February 13, 2015) and post-Issue timelines for the present Tranche-II Issue, and may be subject to

changes.

Cash Flow Day Due Date

(DD/MM/YY)

Payment Period

(in Days)

Cash Flow for Category

I & II (amount in Rs.)

Cash Flow for Category III

& IV (amount in Rs.)

Redemption Thursday 13-Feb-20 1826 1563.87 1571.04

41

Cash Flow for 10 year maturity with cumulative interest repayment:

Name of Issuer IFCI Limited

Face Value of the Bonds Rs. 1,000 per bond

Issue Opening date/ Date of allotment (tentative) 1-January-2015/ 13-February-2015

Redemption Date 13-Febrary-2025

Interest rate for Non- Individuals 9.40%

Interest rate for Individuals 9.50%

Frequency of interest payment with specified dates Cumulative

Day Count Convention Actual/Actual

*Based on the deemed date of allotment (February 13, 2015) and post-Issue timelines for the present Tranche-II Issue, and may be subject to

changes.

Cash Flow Day Due Date

(DD/MM/YY)

Payment Period (in Days) Cash Flow for

Category I & II

(amount in Rs.)

Cash Flow for

Category III & IV

(amount in Rs.)

Redemption Thursday 13-Feb-25 3653 2457.50 2480.08

THE INTEREST PAYABLE TO EACH NCD HOLDER SHALL BE ROUNDED OFF TO THE NEAREST RUPEE AS PER THE

FIXED INCOME MONEY MARKET AND DERIVATIVES ASSOCIATION HANDBOOK ON MARKET PRACTICES.

Manner and Modes of Payment

For NCDs held in electronic form:

No action is required on the part of Debenture holders on the Maturity Date. Payment on the NCDs will be made to those Debenture holders whose name appears first in the register of beneficial owners maintained by the Depository, on the Record Date. The Company’s liability to

Debenture holders for payment or otherwise will stand extinguished from the Maturity Date or on dispatch of the amounts payable by way of

principal and/or interest to the Debenture holders. Further, the Company will not be liable to pay any interest, income or compensation of any kind accruing subsequent to the Maturity Date.

The Debenture holders’ respective bank account details will be obtained from the Depository for payments. Applicants are therefore advised to immediately update their bank account details as appearing on the records of their DP. Failure to do so could result in delays in credit of

payments to applicants at their sole risk, and neither the Company, the Members of the Syndicate, Trading Members of the Stock

Exchange(s), Escrow Collection Bank(s), SCSBs, Registrar to the Issue nor the Stock Exchange(s) will bear any responsibility or liability for the same.

For NCDs held in physical form

The bank details will be obtained from the Registrar to the Issue for effecting payments.

Moreover, the Company, Lead Managers and Registrar to the Issue will not be responsible for any delay in receipt of credit of

interest, refund or Maturity Amount so long as the payment process has been initiated in time. All payments to be made by the Company to the Debenture holders will be made through any of the following modes, in the following order

of preference:

(a) Direct Credit

Applicants having bank accounts with the Refund Bank(s), as per Demographic Details received from the Depository, will be eligible to receive payments through direct credit. Charges, if any, levied by the Refund Bank for the same would be borne by the Company.

(b) NECS

Applicants having a bank account at any of the centres notified by RBI, as per Demographic Details received from the Depository, will be

eligible to receive payments through NECS. This mode of payment is subject to availability of complete bank account details with the Depository, including the MICR code, bank account number, bank name and bank branch. The corresponding IFSC will be obtained from the

RBI website as at a date prior to the date of payment, duly mapped with the relevant MICR code.

(c) RTGS

Applicants having a bank account with a bank branch which is RTGS enabled, as per the information available on the website of RBI and as per records received from the Depository, will be eligible to receive payments through RTGS in the event the payment amount exceeds Rs.

2.00 lakh or such amount as may be fixed by RBI from time to time. This mode of payment is subject to availability of complete bank

account details with the Depository, including the MICR code, bank account number, bank name and bank branch. Charges, if any, levied by the Refund Bank for the same would be borne by the Company. Charges, if any, levied by the Applicant’s bank receiving the credit would be

borne by the Applicant. The corresponding IFSC will be obtained from the RBI website as at a date prior to the date of payment, duly mapped

with the relevant MICR code.

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(d) NEFT

Applicants having a bank account with a bank branch which is NEFT enabled, as per records received from the Depository, will be eligible to

receive payments through NEFT. This mode of payment is subject to availability of complete bank account details with the Depository,

including the MICR code, bank account number, bank name and bank branch. The corresponding IFSC will be obtained from the RBI website as at a date prior to the date of payment, duly mapped with the relevant MICR code.

(e) Demand Draft/ Cheque/ Pay Order

For all other Applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be

dispatched by Registered/Speed Post, only to Applicants that have provided details of a registered address in India. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where the Applications are received. Bank

Charges, if any, for cashing such cheque, pay orders or demand drafts at other centres will be payable by the Applicants.

Printing of Bank Particulars on Interest Warrants

As a matter of precaution against possible fraudulent encashment of payment orders/ warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing on the orders/warrants. Applications without these details are

liable to be rejected. In relation to NCDs applied for and held in dematerialised form, these particulars would be taken directly from the

Depositories. In case of NCDs held in physical form on account of rematerialisation, Applicants are advised to submit their bank account details with the Company or the Registrar to the Issue at least seven days prior to the Record Date, failing which the orders/warrants will be

dispatched to the postal address (in India) of the Debenture holder as available in the register of beneficial owners maintained by the

Depository, at the sole risk of the Debenture holder. Bank account particulars will be printed on the orders/warrants which can then be

deposited only in the account specified.

Record Date

The date falling 15 (fifteen) days prior to the relevant Interest Payment Date on which Interest is due and payable, or the Maturity Date on

which the Maturity Amount is due and payable or as may be prescribed by the Stock Exchanges. In the event Record Date falls on a Saturday, Sunday, or a public holiday in New Delhi, the previous Working Day shall be considered as Record Date.

TRANSFER OF THE NCDS

The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Companies Act,1956

and Companies Act, 2013 and the Company’s Articles of Association will apply, mutatis mutandis (to the extent applicable to debentures) to the NCDs.

Transfer of NCDs held in dematerialized form

In respect of NCDs held in the dematerialized form, transfers of the NCDs may be effected, only through the Depositories where such NCDs

are held, in accordance with the Depositories Act and/or rules as notified by the Depositories from time to time. The Debenture holder shall give delivery instructions containing details of the prospective purchaser's DP's account to his DP. If a prospective purchaser does not have a

demat account, the Debenture holder may rematerialize his or her NCDs and transfer them in a manner as specified below.

Transfer of NCDs in physical form

The NCDs may be transferred by way of a duly executed transfer deed or other suitable instrument of transfer as may be prescribed by the Company for the registration of transfer of NCDs. Purchasers of NCDs are advised to send the Consolidated Debenture Certificate to the

Company or to such persons as may be notified by the Company from time to time. If a purchaser of the NCD in physical form intends to

hold the NCD in dematerialized form, the NCDs may be dematerialized by the purchaser through his or her DP in accordance with the Depositories Act and/or rules as notified by the Depositories from time to time.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date, failing which the interest and/or

Maturity Amount for the NCDs will be paid to the person whose name appears in the register of debenture holders maintained by the

Depositories. In such cases, any claims will be settled inter se between the parties and no claim or action will be brought against the

Company or the Registrar to the Issue.

TAXATION

For details, please see “Statement of Tax Benefits” on page 19 of this Prospectus Tranche- II.

Debenture holder Not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to equity and/or preference shareholders of the Company, except to the extent of the right to receive the annual reports of our Company and such other rights as may be prescribed under the

Companies Act, 2013 and the rules prescribed thereunder and the Debt Listing Agreement.

Rights of Debenture holders

Provided below is an indicative list of certain significant rights available to the Debenture holders. The final rights of the Debenture holders will be as per the Debenture Trust Deed.

(a) The Company will maintain at its Registered Office or such other place as permitted by law, a register of Debenture holders

(“Register of Debenture holders”) containing such particulars as required by Section 88 of the Companies Act, 2013. In terms of

Section 88(3) of the Companies Act, 2013 the Register of Debenture holders maintained by a Depository for any NCD in dematerialised form under Section 11 of the Depositories Act, 1996 (“Depositories Act”) will be deemed to be a Register of

Debenture holders for this purpose.

(b) The NCDs will not, except as provided in the Companies Act, 1956 and Companies Act, 2013 to the extent applicable, confer on

43

Debenture holders any rights or privileges available to members of the Company including the right to receive notices or annual

reports of, or to attend and / or vote, at the Company’s general meeting(s). However, if any resolution affecting the rights of the

Debenture holders is to be placed before the shareholders, such resolution will first be placed before the concerned Debenture

holders for their consideration. In terms of Section 136 of the Companies Act, 2013, the Debenture holders will be entitled to a copy

of the balance sheet and copy of trust deed on a specific request made to the Company.

(c) The rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with either (i) the consent in

writing of the holders of at least three-fourths of the outstanding amount of the NCDs; or (ii) the sanction of at least three-fourths of the Debenture holders present and voting at a meeting of the Debenture holders (“Special Resolution”), provided that nothing in

such consent or resolution will be operative against the Company, where such consent or resolution modifies or varies the terms

and conditions governing the NCDs if modification, variation or abrogation is not acceptable to the Company.

(d) The Debenture holder or, in case of joint-holders, the person whose name stands first in the register of beneficial owners maintained

by the Depository will be entitled to vote in respect of such NCDs, either by being present in person or, where proxies are permitted, by proxy, at any meeting of the concerned Debenture holders summoned for such purpose and every such Debenture

holder will be entitled to one vote on a show of hands and, on a poll, his or her voting rights will be in proportion to the

outstanding nominal value of NCDs held by him or her on every resolution placed before such meeting of the Debenture holders.

(e) NCDs may be rolled over with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs

or with the sanction of a Special Resolution passed at a meeting of the Debenture holders convened with at least 21 days prior notice for such roll-over and in accordance with the SEBI Debt Regulations. The Company will redeem the NCDs of all the

Debenture holders who have not given their positive consent to the roll-over.

(f) The NCDs are subject to the provisions of the SEBI Debt Regulations, the Companies Act, 1956/ Companies Act, 2013 to the

extent applicable, our Memorandum and Articles of Association, the terms of the Shelf Prospectus, this Prospectus Tranche- II, the

Application Forms, Abridged Prospectus, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may

be executed in connection with the NCDs.

The above rights of Debenture holders are merely indicative. The final rights of the Debenture holders will be as per the terms of the Shelf

Prospectus and this Prospectus Tranche- II and Debenture Trust Deed.

Joint-holders Where two or more persons are holders of any NCD(s), they will be deemed to hold the same as joint holders with benefits of survivorship

subject to the Company’s Articles of Association and applicable law.

Nomination

In accordance with Section 72 of the Companies Act, 2013, the sole/first Debenture holder, with other joint Debenture holders (being individuals), may nominate any one person (being an individual) who, in the event of death of the sole Debenture holder or all the joint

Debenture holders, as the case may be, will become entitled to the NCDs. A nominee entitled to the NCDs by reason of the death of the

original Debenture holder(s) will become entitled to the same benefits to which he would be entitled if he were the original Debenture holder.

Where the nominee is a minor, the Debenture holder(s) may make a nomination to appoint, in the prescribed manner, any person to become

entitled to NCDs in the event of the Debenture holder’s death during minority. A nomination will stand rescinded on a sale/transfer/alienation

of NCDs by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Company’s Registered and Corporate Office or with the Registrar to the Issue or

at such other addresses as may be notified by the Company.

The Debenture holders are advised to provide the specimen signature of the nominee to the Company to expedite the transmission of the NCD(s) to the nominee in the event of demise of the Debenture holders. The signature can be provided in the Application Form or

subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional.

In accordance with Section 72 read with Rules under Chapter IV of the Companies Act, 2013 any person who becomes a nominee by virtue

of above said Section, will on the production of such evidence as may be required by the Board, elect either: (a) to register himself or herself

as holder of NCDs; or (b) to make such transfer of the NCDs, as the deceased holder could have made.

Further, the Board may at any time issue notice requiring any nominee to choose either to be registered himself or to transfer the NCDs, and if

the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividend, bonuses or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with.

In case of Application for allotment of NCDs in dematerialised form, there is no need to make a separate nomination with the Company. Nominations registered with the respective DP of the Applicant will prevail. If Applicants want to change their nomination, they are advised

to inform their respective DP.

Event of Defaults

Subject to the terms of the Debenture Trust Deed, the Debenture Trustee at its discretion may, or if so requested in writing by the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a Special Resolution, passed at a meeting of the Debenture

holders, (subject to being indemnified and/or secured by the Debenture holders to its satisfaction), give notice to the Company specifying that

the NCDs, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the event of default occurs. The complete list of Event of Default(s) shall be as specified in the Debenture Trust Deed.

The amount(s) so payable by the Company on the occurrence of one or more Event(s) of Default shall be as detailed in the Debenture Trust

Deed. If an Event of Default occurs, which is continuing, the Debenture Trustee may, with the consent of the Debenture holders, obtained in

accordance with the Debenture Trust Deed, and with prior written notice to the Company, take an action in terms of the Debenture Trust Deed.

44

In case of default in the redemption of NCDs, in addition to the payment of interest and all other monies payable hereunder on the respective

due dates, the Company shall also pay interest on the defaulted amounts.

Debenture Trustee

The Company has appointed Axis Trustee Services Limited to act as Debenture Trustee for the Debenture holders. Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its consent for its

appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and all subsequent periodical

communications sent to the holders of the NCDs issued, pursuant to this Issue.

The Company has entered into a Debenture Trust Agreement with the Debenture Trustee, the terms of which along with the Debenture Trust

Deed will govern the appointment and functioning of the Debenture Trustee and specify the powers, authorities and obligations of the Debenture Trustee. Under the terms of the Debenture Trust Agreement, the Company will covenant with the Debenture Trustee that it will

pay the Debenture holders the principal amount on the NCDs on the relevant Maturity Date and also that it will pay the interest due on NCDs

at the rate/on the date(s) specified under the Debenture Trust Deed.

The Debenture holders will, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of

their agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest of the Debenture holders. Any payment made by the

Company to the Debenture Trustee on behalf of the Debenture holders will discharge the Company pro tanto to the Debenture holders. All

the rights and remedies of the Debenture holders will vest in and will be exercised by the Debenture Trustee without reference to the Debenture holders. No Debenture holder will be entitled to proceed directly against the Company unless the Debenture Trustee, having

become so bound to proceed, failed to do so. The Debenture Trustee will protect the interest of the Debenture holders in the event of default

by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the Company’s cost. Further, the Debenture Trustee shall ensure that the assets of the Company are sufficient to discharge the principal amount of NCDs at all

times under this Issue.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, 2013 the Company will, on or before the Tranche Issue Opening Date, publish a pre-Issue advertisement in the form prescribed under the SEBI Debt Regulations, in one national daily newspaper with wide circulation. Material

updates, if any, between the date of filing of this Prospectus Tranche- II with the RoC and the date of release of the statutory pre-Issue

advertisement will be included in the statutory pre-Issue advertisement.

Impersonation

Attention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act, 2013 reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in

a fictitious name,

shall be liable for action under section 447.”

Listing

The NCD will be listed on BSE and NSE. BSE will be the Designated Stock Exchange. The provisions of sub-section(1) of Section 40 of the

Companies Act, 2013 prescribes that every company making public offer shall, before making such offer, make an application to one or more

recognised stock exchange or exchanges and obtain permission for the securities to be dealt with in such stock exchange or exchanges. The Company has obtained in-principle approval for the Issue from BSE, by a letter bearing no. DCS/RK/PI-BOND/18/14-15 dated October 10,

2014 and from NSE, by a letter bearing no. NSE/LIST/252627-K dated October 10, 2014 and letter bearing no. NSE/LIST/8117 dated

December 22, 2014, respectively.

After filing of the Draft Shelf Prospectus with the Designated Stock Exchange for public comments pursuant to the applicable provisions of

SEBI Debt Regulations, the Board passed a resolution dated October 7, 2014 through circulation to include NSE as one of the stock exchanges on which the NCDs are proposed to be listed.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within 12 Working Days from the Issue Closing Date.

In the event of non-subscription to any one or more of the Series of the NCD, such Series(s) of NCDs will not be listed. Utilisation of Application Amounts

The sum received in respect of the Tranche- II Issue will be kept in separate bank accounts and we will have access to such funds as per

applicable provisions of law(s), regulations and approvals.

Utilisation of Issue Proceeds

Our Board of Directors certifies that:

45

All monies received out of the Tranche- II Issue shall be credited/transferred to a separate bank account other than the bank account referred to in Section 40 of the Companies Act, 2013;

The allotment letter shall be issued or application money shall be refunded within the time specified in chapter titled “Issue Procedure”

at page 48 of this Prospectus Tranche- II, failing which interest shall be due to be paid to the applicants at the rate of 15% for the delayed period;

Details of all monies utilised out of the Tranche- II Issue referred above shall be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies have been utilised;

Details of all unutilised monies out of the Tranche- II Issue, if any, shall be disclosed under an appropriate head in our balance sheet indicating the form in which such unutilised monies have been invested;

We shall utilize the Tranche- II Issue proceeds only upon creation of security as stated in this Prospectus Tranche- II in the section titled

“Issue Structure” beginning on page 29 of this Prospectus Tranche- II and trading approval from the Stock Exchange; and

The Tranche- II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia

by way of a lease, of any property, however, the Tranche- II Issue proceeds may be used for issuing loans against securities.

Monitoring & Reporting of Utilisation of Issue Proceeds

In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of

the Tranche- II Issue. The Board shall monitor the utilisation of the proceeds of the Tranche- II Issue.

The end-use of the proceeds of the Tranche- II Issue, duly certified by the Statutory Auditors, will be reported in the Company’s annual

reports and other reports issued by the Company to relevant regulatory authorities, as applicable, including the Stock Exchanges in relation to

the Company’s reporting obligations under the Debt Listing Agreement.

Further, the Company confirms that funds raised by the Company from previous public issues and private placements of NCDs have been

utilised for the Company’s business as stated in the respective offer documents, and as reported to the Stock Exchanges in relation to the Company’s reporting obligations under the Debt Listing Agreement, as applicable.

For more information (including with respect to interim use of the Tranche- II Issue proceeds), see “Objects of the Issue” on page 18 of this

Prospectus Tranche- II.

Other Undertakings by the Company

The Company undertakes that:

(a) the complaints received in respect of the Tranche- II Issue (except for complaints in relation to Applications submitted to Trading

Members) will be attended to by the Company expeditiously and satisfactorily;

(b) necessary cooperation to the Credit Rating Agency(ies) will be extended in providing true and adequate information until the obligations in respect of the NCDs are outstanding;

(c) the Company will take necessary steps for the purpose of getting the NCDs listed within the specified time, i.e., within 12

Working Days of the Tranche Issue Closing Date; (d) the funds required for dispatch of refund orders/Allotment Advice/Debenture certificates will be made available by the Company

to the Registrar to the Issue;

(e) the Company will forward details of utilisation of the Tranche- II Issue proceeds, duly certified by the Statutory Auditor, to the Debenture Trustee at the end of each half year;

(f) the Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of compliance with the

terms and conditions of the issue of NCDs as contained in this Prospectus Tranche- II; (g) the Company will disclose the complete name and address of the Debenture Trustee in its annual report; and

(h) the Company shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required from

time to time.

Ranking of the NCDs

The NCDs will be secured by floating first charge on the Receivables (other than on Lien Receivables) of the Company as may be mentioned

in the security documents and/ or Debenture Trust Deed, with an asset cover of one time of the total outstanding amount of NCDs, from time

to time. Accordingly, the NCDs would constitute direct and secured obligations of the Company and will rank pari passu inter se to the claims of other secured creditors of the Company having the same security and superior to the claims of any unsecured creditors of the

Company, now existing or in the future, subject to any obligations preferred under applicable law.

The aforesaid charge over the Receivables of the Company shall rank as a floating charge. The Company reserves the right to create floating

first charge on present and future Receivables for its present and future financial requirements or otherwise.

Guarantee/Letter of Comfort

The Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent.

Replacement of Debenture Certificates

In case of NCDs in physical form, if a Debenture certificate is mutilated or defaced then on production thereof to the Company, the Company

shall cancel such certificate and issue a new or duplicate certificate in lieu thereof, however, they will be replaced only if the certificate

numbers and the distinctive numbers are legible. If any Debenture certificate is lost, stolen or destroyed, then, on proof thereof to the satisfaction of the Company and on furnishing such indemnity as the Company may deem adequate and on payment of any expenses incurred

by the Company in connection with proof of such destruction or theft or in connection with such indemnity, the Company shall issue a new or

duplicate Debenture certificate. A fee may be charged by the Company not exceeding such sum as may be prescribed by applicable law for each new or duplicate Debenture certificate issued hereunder except certificates in replacement of those which are old, decrepit or worn out or

46

defaced or where the pages for recording transfers have been fully utilised.

Put/Call Option

There is no put/ call option for the NCDs.

Future Borrowings The Company will be entitled at any time in the future during the term of the NCDs or thereafter to borrow or raise loans or create

encumbrances or avail of credit facilities/ financial assistance in any form, and also to issue promissory notes or debentures or any other

securities in any form, manner, ranking and denomination whatsoever and to any eligible persons whatsoever, and to change its capital structure including through the issue of shares of any class, on such terms and conditions as the Company may deem appropriate, without

requiring the consent of, or intimation to, the Debenture holders or the Debenture Trustee in this connection.

Lien

As per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its debentures issued by way of private placement or public issues. The Company will have the right of set-off and lien, present as well as future on the moneys due

and payable to the Debenture holder or deposits held in the account of the Debenture holder, whether in single name or joint name, to the

extent of all outstanding dues by the Debenture holder to the Company.

Lien on Pledge of NCDs

Subject to applicable laws, the Company, at its discretion, may note a lien on pledge of NCDs if such pledge of NCDs is accepted by any

bank or institution for any loan provided to the Debenture holder against pledge of such NCDs as part of the funding.

Procedure for Rematerialisation of NCDs Debenture holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any time after Allotment in

accordance with the applicable procedure stipulated by the DP, in accordance with the Depositories Act and/or rules as notified by the

Depositories from time to time. For more information, see “–Form of Allotment and Denomination” on page 36 of this Prospectus Tranche- II.

Sharing of Information

The Company may, at its option, use its own, as well as exchange, share or part with any financial or other information about the Debenture

holders available with the Company, its Subsidiary(ies) and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required. Neither the Company nor its Subsidiaries and affiliates nor its or their respective agents will be liable for

use of the aforesaid information.

Loan against NCDs

As per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its debentures issued by

way of private placement or public issues. However, if the RBI subsequently permits the extension of loans by NBFCs against the security of

its debentures issued by way of private placement or public issues. The Company may consider granting loans against the security of such

NCDs, subject to terms and conditions as may be decided by the Company at the relevant time, in compliance with applicable law.

Buy Back of NCDs

Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buy-back

the NCDs, upon such terms and conditions as may be decided by our Company.

Succession

Where NCDs are held in joint names and one of the joint Debenture holder dies, the survivor(s) will be recognized as the Debenture holder(s). It will be sufficient for our Company to delete the name of the deceased Debenture holder after obtaining satisfactory evidence of his death.

Provided, a third person may call on our Company to register his name as successor of the deceased Debenture holder after obtaining

evidence such as probate of a will for the purpose of proving his title to the NCDs. In the event of demise of the sole or first holder of the NCDs, our Company will recognise the executors or administrator of the deceased Debenture holders, or the holder of the succession

certificate or other legal representative as having title to the NCDs only if such executor or administrator obtains and produces probate or

letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. Our Directors, in their absolute discretion may, in any case, dispense with production of probate or letter of administration or

succession certificate or other legal representation. In case of death of Debenture holders who are holding NCDs in dematerialised form, third

person is not required to approach the Company to register his name as successor of the deceased Debenture holder. He shall approach the

respective Depository Participant of the Debenture holder for this purpose and submit necessary documents as required by the Depository

Participant.

Notices

All notices to the Debenture holders required to be given by the Company or the Debenture Trustee will be published in one English language newspaper having wide circulation and/or, will be sent by post/courier to the Debenture holders from time to time, only to Applicants that

have provided a registered address in India.

Jurisdiction

47

The NCDs, the Debenture Trust Agreement, the Debenture Trust Deed and other relevant documents shall be governed by and construed in

accordance with the laws of India. The courts of New Delhi will have exclusive jurisdiction for the purposes of the Tranche- II Issue.

Restriction on transfer of NCDs

There are currently no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required

under applicable statutory and/or regulatory requirements including any RBI requirements and/or as provided in our Articles of Association.

Please see the section “Annexure D- Main Provisions of the Articles of Association” of the Shelf Prospectus.

48

ISSUE PROCEDURE

This section applies to all Applicants. ASBA Applicants and Applicants making Direct Online Applications using the online payment facility

of the Stock Exchange(s) should note that the ASBA process and Direct Online Applications processes involves application procedures which

may be different from the procedures applicable to Applicants who apply for NCDs through any of the other permitted channels and accordingly should carefully read the provisions applicable to ASBA and Direct Online Applications, respectively.

All Applicants are required to make payment of the full Application Amount with the Application Form. ASBA Applicants are required to ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Application Amount can be blocked by

the SCSBs.

ASBA Applicants may submit their ASBA Applications to the Members of the Syndicate or Trading Members of the Stock Exchange(s) only in

the Specified Cities or directly to the Designated Branches of SCSBs. Applicants other than ASBA Applicants are required to submit their

Applications to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the centres mentioned in the Application Form or make Direct Online Applications using the online payment facility of the Stock Exchange(s). For further information, please refer to

“Submission of duly Completed Application Forms” on page 61 of this Prospectus Tranche- II.

This section has been prepared based on SEBI Circular No. CIR./IMD/DF-1/20/2012 dated July 27, 2012 and is subject to the Stock

Exchange(s) putting in place the necessary systems and infrastructure for implementation of the abovementioned circular, including the

systems and infrastructure required in relation to Direct Online Applications through the online platform and online payment facility to

be offered by Stock Exchange(s) and accordingly is subject to any further clarification, notification, modification, direction, instructions

and/or correspondence that may be issued by the Stock Exchange(s) and/or SEBI, including SEBI Circular No. CIR/IMD/DF/18/2013

October 29, 2013.

Applicants are accordingly advised to carefully read this Prospectus Tranche- II, Application Form, and the Shelf Prospectus in relation

to any proposed investment. The information below is given for the benefit of the Investors. The Company, the Registrar to the Issue, and

the Lead Managers shall not be liable for any amendment or modification or changes in applicable laws or regulations, which may occur

after the date of this Prospectus Tranche- II.

Trading Members of the Stock Exchange(s) who wish to collect and upload Applications in the Tranche- II Issue on the electronic application

platform provided by the Stock Exchange(s) will need to approach the respective Stock Exchange(s) and follow the requisite procedures prescribed by the relevant Stock Exchange. The Members of the Syndicate, the Company and the Registrar to the Issue shall not be

responsible or liable for any errors or omissions on the part of the Trading Members of the Stock Exchange(s) in connection with the

responsibility of such Trading Members of the Stock Exchange(s) in relation to collection and upload of Applications in the Tranche- II Issue on the online platform and online payment facility to be provided by the Stock Exchange(s). Further, the relevant Stock Exchange(s)

shall be responsible for addressing Investor grievances arising from Applications through Trading Members registered with such Stock

Exchange(s).

For purposes of the Tranche- II Issue, the term “Working Day” shall mean all days excluding Sundays or a public holiday in New Delhi,

India, except with reference to Issue Period and Record Date, where working days shall mean all days, excluding Saturdays, Sundays and public holiday in New Delhi, India .

PROCEDURE FOR APPLICATION

Availability of Shelf Prospectus, Prospectus Tranche- II, Abridged Prospectus and Application Forms

Physical copies of the Abridged Prospectus containing salient features of Shelf Prospectus and Prospectus Tranche-II together with

Application Forms may be obtained from:

(a) The Company’s Registered Office and Corporate Office;

(b) Offices of the Lead Managers, Consortium Members and Sub-Consortium Members;

(c) Trading Members of the Stock Exchange(s); and (d) Designated Branches of SCSBs.

Electronic Application Forms will be available on the websites of the Stock Exchange(s) and the SCSBs that permit submission of ASBA Applications electronically. A unique application number (“UAN”) will be generated for every Application Form downloaded from the

websites of the Stock Exchange(s). Our Company may also provide Application Forms for being downloaded and filled at such websites as it

may deem fit. In addition, online beneficiary account portals may provide a facility of submitting Application Forms online to their account holders.

Trading Members of the Stock Exchange(s) can download Application Forms from the websites of the Stock Exchange(s). Further, Application Forms will be provided to Trading Members of the Stock Exchange(s) at their request.

Electronic copies of Shelf Prospectus and this Prospectus Tranche-II will be available on the websites of the Lead Managers, the Stock

Exchange(s), SEBI and the SCSBs.

49

Who Can Apply

Category I (“Qualified Institutional

Buyers”) (“QIBs”)

Category II (“Corporates”) Category III (“High Networth

Individuals”) (“HNIs”)

Category IV(“Retail

Individual Investors”)

(“RIIs”)

Public financial institutions as

defined in Section 2 (72) of the

Companies Act, 2013 as amended

Scheduled commercial banks,

Indian alternative investment

funds and venture capital funds registered with SEBI,

Indian Mutual funds registered

with SEBI,

Statutory corporations including

State Industrial Development Corporations

Insurance companies registered with the Insurance Regulatory

and Development Authority,

Provident funds with a minimum

corpus of Rs. 25 crore,

Pension funds with a minimum corpus of Rs. 25crore,

superannuation funds and

gratuity funds,

The National Investment Fund

set up by resolution F. No. 2/3/2005-DD-II dated November

23, 2005 of the GoI, published in

the Gazette of India,

Insurance funds set up and

managed by the army, navy, or air force of the Union of India,

and

Insurance funds set up and managed by the Department of

Posts, India,

which are authorized to invest in NCDs.

Companies within the

meaning of section 2(20) of

the Companies Act, 2013,

Limited Liability

Partnerships registered under the provisions of the

LLP Act,

Trusts settled under the Indian Trusts Act, 1882,

public/private charitable/religious trusts

settled and/or registered in

India under applicable laws;

Partnership firms formed

under applicable laws of India, in the name of

partner,

Cooperative banks,

regional rural banks

incorporated in India,

Societies registered under

the applicable law in India,

Resident Indian scientific

and/or industrial research organizations;

Educational institutions

and associations of persons and/or bodies established

pursuant to or registered

under any central or state statutory enactment

which are authorised to invest in NCDs

The following investors

applying for an amount

aggregating to more than Rs. 2 lakh across all Series

of NCDs in a Tranche Issue

Resident Individual Investors

Hindu Undivided Families applying through the Karta

The following investors

applying for an amount

aggregating up to and including Rs. 2 lakh

across all Series of

NCDs in a Tranche Issue

Resident Individual

Investors

Hindu Undivided

Families through the Karta

Participation of any of the aforementioned persons or entities is subject to the applicable statutory and/or regulatory requirements in

connection with the subscription to Indian securities in the nature of the NCDs by such persons or entities. Applicants are advised to

ensure that Applications made by them do not exceed the investment limits under applicable statutory and or regulatory provisions.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in

connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Tranche- II Issue.

The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Tranche- II Issue.

Persons not eligible to Apply

The following persons and entities will not be eligible to participate in the Tranche- II Issue and any Applications from such persons

and entities are liable to be rejected:

Minors without a guardian name. A guardian may apply on behalf of a minor. However, Applications by minors must be made

through Application Forms that contain the names of both the minor Applicant and the guardian. The Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872;

Persons Resident Outside India and foreign nationals (including non-resident Indians, foreign portfolio investor, foreign institutional investors and qualified foreign investors, foreign venture capital investor);

Overseas Corporate Bodies;

Person ineligible to contract under applicable statutory/regulatory requirements; and

Based on information provided by the Depositories, the Company will have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship). In case of Applications for Allotment of NCDs in dematerialized form, the Registrar to the Issue

shall verify the foregoing on the basis of records provided by the Depositories based on the DP ID and Client ID provided by the Applicants

in the Application Form and uploaded to the electronic platform of the Stock Exchange(s).

The concept of OCBs (meaning any company, partnership firm, society and other corporate body or overseas trust irrevocably

owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in existence until 2003, was withdrawn by the

Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly,

OCBs are not permitted to invest in the Tranche- II Issue.

50

Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized in jurisdictions outside India. Failure to

comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision

should be made on the basis of the final terms and conditions of the NCDs and the information contained in the Shelf Prospectus and this

Prospectus Tranche- II.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in

connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Tranche- II Issue.

The information below is given for the benefit of Applicants. The Company and the Lead Managers are not liable for any amendment or

modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus Tranche- II.

Modes of Making Applications

Applicants may use any of the following facilities for making Applications:

(a) Direct Online Applications using the online payment facility offered through the Stock Exchange(s). See “-- Submission of Direct Online

Applications” on page 53 of this Prospectus Tranche- II;

(b) ASBA Applications through the Members of the Syndicate or Trading Members of the Stock Exchange(s) only in the Specified Cities

(“Syndicate ASBA”). See “- Submission of ASBA Applications” on page 52 of this Prospectus Tranche- II;

(c) ASBA Applications through Designated Branches of SCSBs. See “-Submission of ASBA Applications” on page 52 of this Prospectus

Tranche- II; and

(d) Non-ASBA Applications through Members of the Syndicate or Trading Members of the Stock Exchange(s) at centres mentioned in the

Application Form. See “- Submission of Non-ASBA Applications (other than Direct Online Applications)” on page 53 of this Prospectus Tranche- II.

(e) Non-ASBA Applications for Allotment in physical form through the Members of the Syndicate or Trading Members of the Stock

Exchange(s) at centres mentioned in the Application Form. See “- Submission of Non- ASBA Applications for Allotment of the NCDs in

physical form” on page 52 of this Prospectus Tranche- II.

As per Circular No. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI, the availability of the Direct Online Applications

facility is subject to the Stock Exchange(s) putting in place the necessary systems and infrastructure, and is subject to any further

clarifications, notification, modification, deletion, direction, instructions and/or correspondence that may be issued by the Stock

Exchange(s) and/or SEBI.

Applications by certain categories of Applicants

Applications by Mutual Funds

No MF scheme may invest more than 15% of its NAV in debt instruments issued by a single company which are rated not below investment

grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV of the

scheme with the prior approval of the board of trustees and the board of the asset management company (“AMC”).

A separate Application can be made in respect of each scheme of an MF; such Applications will not be treated as multiple Applications. Applications made by the AMCs or custodians of an MF must clearly indicate the name of the scheme for which Application is being made.

In case of Applications made by MFs, the Application Form must be accompanied by certified true copies of their (i) SEBI registration

certificate; (ii) trust deed (iii) resolution authorising investment and containing operating instructions; and (iv) specimen signatures of authorised signatories. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either

case, without assigning any reason therefor.

Application by Trusts or Societies

Applications made by a trust, settled under the Indian Trusts Act, 1882, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must be accompanied by a (i) certified true copy of the registered instrument for creation of such trust, (ii) power

of attorney, if any, in favour of one or more trustees thereof; and (iii) such other documents evidencing registration thereof under applicable

statutory/regulatory requirements. Failing this, the Company reserves the right to accept or reject any Applications in whole or in part,

in either case, without assigning any reason therefor.

Further, any society/trust applying for NCDs must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in NCDs, (b) they have obtained all necessary approvals, consents or other authorisations,

which may be required under applicable statutory and/or regulatory requirements to invest in NCDs, and (c) applications made by them do

not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory

provisions.

Application by Alternative Investments Funds

Application made by Alternative Investments Funds eligible to invest in accordance with the SEBI Alternative Investment Funds Regulations,

2012, for Allotment of the NCDs must be accompanied by certified true copies of: (i) SEBI registration certificate; (ii) a resolution authorising investment and containing operating instructions, memorandum and articles of associations; and (iii) specimen signatures of

authorised signatories. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either

case, without assigning any reason therefor.

51

Application by Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks

Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks can apply in the Tranche- II Issue based on their own

investment limits and approvals. The Application Form must be accompanied by certified true copies of their (i) memorandum and articles of

association/charter of constitution; (ii) power of attorney; (iii) resolution authorising investments/containing operating instructions; (iv) specimen signatures of authorised signatories; and (v) PAN Card. Failing this, the Company reserves the right to accept or reject any

Application in whole or in part, in either case, without assigning any reason therefor.

Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on their own account using

ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall

be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account

for ASBA applications.

Application by Insurance Companies

The Application Form must be accompanied by certified copies of their (i) certificate of registration issued by IRDA; (ii) memorandum and

articles of association; (iii) resolution authorising investment and containing operating instructions; (iv) power of attorney; and (v) specimen signatures of authorised signatories. Failing this, the Company reserves the right to accept or reject any Application in whole or in part,

in either case, without assigning any reason therefor.

Applications by PFIs

In case of Applications by PFIs authorised to invest in the NCDs, the Application Form must be accompanied by certified true copies of: (i)

any Act/rules under which they are incorporated; (ii) board resolution authorising investments; and (iii) specimen signature of authorised

person. Failing this, the Company reserves the right to accept or reject any Applications in whole or in part, in either case, without

assigning any reason therefor.

Applications by Provident Funds and Pension Funds

In case of Applications by Indian provident funds and pension funds authorised to invest in the NCDs, the Application Form must be

accompanied by certified true copies of: (i) any Act/rules under which they are incorporated; (ii) power of attorney, if any, in favour of one or more trustees thereof; (iii) board resolution authorising investments; (iv) such other documents evidencing registration thereof under

applicable statutory/regulatory requirements; (v) specimen signature of authorised person; (vi) certified copy of the registered instrument for

creation of such fund/trust; and (vii) tax exemption certificate issued by income tax authorities, if exempt from income tax. Failing this, the

Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason

therefor.

Applications by National Investment Fund

In case of Applications by National Investment Fund, the Application Form must be accompanied by certified true copies of: (i) resolution authorising investment and containing operating instructions; and (ii) specimen signature of authorised person. Failing this, the Company

reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

Applications by Companies, Limited Liability Partnership and Bodies Corporate

In case of Applications by companies, limited liability partnership and bodies corporate, the Application Form must be accompanied by certified true copies of: (i) board resolution/ resolution authorising investments; and (iii) specimen signature of authorised person. Failing

this, the Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any

reason therefor.

Applications under Power of Attorney

In case of Applications made pursuant to a power of attorney by Applicants in Category I and Category II, a certified copy of the power of

attorney or the relevant resolution or authority, as the case may be, with a certified copy of the memorandum of association and articles of

association and/or bye laws must be submitted with the Application Form. In case of Applications made pursuant to a power of attorney by Applicants in Category III and Category IV, a certified copy of the power of attorney must be submitted with the Application Form. Failing

this, the Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any

reason therefor. the Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of

attorney with the Application Forms subject to such terms and conditions that the Company and the Lead Managers may deem fit.

Application by Partnership Firms

The Application must be accompanied by certified true copies of: (i) Partnership Deed; (ii) Any documents evidencing registration thereof

under applicable statutory/regulatory requirements; (iii) Resolution authorizing investment and containing operating instructions (Resolution);

(iv) Specimen signature of authorized person. Failing this, the Company reserves the right to accept or reject any Applications in whole

or in part, in either case, without assigning any reason therefor.

Brokers having online demat account portals may also provide a facility of submitting the Application Forms (ASBA as well as non-ASBA

Applications) online to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant

for making an Application on his/ her behalf. Based on such instruction, and a power of attorney granted by the Applicant to authorise the broker, the broker makes an Application on behalf of the Applicant.

For information on submission of Direct Online Applications through the online platform and online payment facility offered by the Stock Exchange(s), see “- Submission of Direct Online Applications” on page 53 of this Prospectus Tranche- II.

52

Application for allotment of NCDs in physical and dematerialised form

Application for allotment in physical form

Submission of Non- ASBA Applications for Allotment of the NCDs in physical form

Applicants can also apply for Allotment of the NCDs in physical form by submitting duly filled in Application Forms to the Members of the

Syndicate or the Trading Members of the Stock Exchange(s), with the accompanying account payee cheques or demand drafts representing the full Application Amount and KYC documents as specified under “– Applications by certain Categories of Applicants” and “- Additional

instructions for Applicants seeking Allotment of the NCDs in physical form” at pages 50 and 57 of this Prospectus Tranche- II, respectively.

The Members of the Syndicate and Trading Members of the Stock Exchange(s) shall, on submission of the Application Forms to them, verify and check the KYC documents submitted by such Applicants and upload details of the Application on the electronic platforms of Stock

Exchange(s), following which they shall acknowledge the uploading of the Application Form by stamping the acknowledgment slip with the

date and returning it to the Applicant.

On uploading of the Application details, the Members of the Syndicate and Trading Members of the Stock Exchange(s) will submit the

Application Forms, with the cheque/demand draft to the Escrow Collection Bank(s), which will realise the cheque/demand draft, and send the Application Form and the KYC documents to the Registrar to the Issue, who shall check the KYC documents submitted and match

Application details as received from the electronic platforms of Stock Exchange(s) with the Application Amount details received from the

Escrow Collection Bank(s) for reconciliation of funds received from the Escrow Collection Bank(s). In case of discrepancies between the two databases, the details received from the electronic platforms of Stock Exchange(s) will prevail, except in relation to discrepancies between

Application Amounts. The Members of the Syndicate/Trading Members of the Stock Exchange(s) are requested to note that all Applicants are

required to be banked with only the designated branches of Escrow Collection Bank(s). On Allotment, the Registrar to the Issue will dispatch

NCD certificates/Allotment Advice to the successful Applicants to their addresses as provided in the Application Form.

If the KYC documents of an Applicant are not in order, the Registrar to the Issue will withhold the dispatch of Debenture

Certificates pending receipt of complete KYC documents from such Applicant. In such circumstances, successful Applicants should

provide complete KYC documents to the Registrar to the Issue at the earliest. In such an event, any delay by the Applicant to provide

complete KYC documents to the Registrar to the Issue will be at the Applicant’s sole risk and neither the Company, the Registrar to

the Issue, the Escrow Collection Bank(s), nor the Members of the Syndicate will be liable to compensate the Applicants for any losses

caused to them due to any such delay, or liable to pay any interest on the Application Amounts for such period during which the

NCD certificates are withheld by the Registrar to the Issue. Further, the Company will not be liable for any delays in payment of

interest on the NCDs Allotted to such Applicants, and will not be liable to compensate such Applicants for any losses caused to them

due to any such delay, or liable to pay any interest for such delay in payment of interest on the NCDs.

For instructions pertaining to completing the Application Form please see “- General Instructions” and “- Additional Instructions for

Applicants seeking allotment of NCDs in physical form” on pages 53 and 57 of this Prospectus Tranche- II, respectively.

Application for allotment in dematerialised form

Submission of ASBA Applications

Applicants may also apply for NCDs using the ASBA facility. ASBA Applications can be only by Applicants opting for Allotment in

dematerialised form. ASBA Applications can be submitted through either of the following modes:

a) Physically or electronically to the Designated Branches of SCSB with whom the ASBA Account is maintained. In case of ASBA Application in physical mode, the ASBA Applicant will submit the Application Form at the relevant Designated Branch of the SCSB. The

Designated Branch will verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the

ASBA Application, prior to uploading such ASBA Application into the electronic platform of the Stock Exchange(s). If sufficient funds are

not available in the ASBA Account, the respective Designated Branch will reject such ASBA Application and will not upload such

ASBA Application in the electronic platform of the Stock Exchange(s). If sufficient funds are available in the ASBA Account, the

Designated Branch will block an amount equivalent to the Application Amount and upload details of the ASBA Application in the electronic platform of the Stock Exchange(s). The Designated Branch of the SCSBs will stamp the Application Form. In case of Application in the

electronic mode, the ASBA Applicant will submit the ASBA Application either through the internet banking facility available with the SCSB,

or such other electronically enabled mechanism for application and blocking funds in the ASBA Account held with SCSB, and accordingly registering such ASBA Applications.

b) Physically through the Members of the Syndicate or Trading Members of the Stock Exchange(s) only at the Specified Cities, i.e., Syndicate ASBA. ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the

Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Application, is maintained has not

named at least one branch at that Specified City for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, to deposit ASBA Applications. A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-

Intermediaries.

On receipt of the Application Form by the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, an

acknowledgement will be issued by giving the counter foil of the Application Form with the date stamp to the ASBA Applicant as proof of

having accepted the Application. Thereafter, the details of the Application will be uploaded in the electronic platform of the Stock Exchange(s) and the Application Form will be forwarded to the relevant branch of the SCSB, in the relevant Specified City, named by such

SCSB to accept such ASBA Applications from the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may

be. A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. On receipt of the ASBA Application, the relevant branch of the SCSB will perform verification procedures and check if sufficient funds equal to the

Application Amount are available in the ASBA Account, as mentioned in the ASBA Form. If sufficient funds are not available in the

ASBA Account, the relevant ASBA Application is liable to be rejected. If sufficient funds are available in the ASBA Account, the relevant branch of the SCSB will block an amount equivalent to the Application Amount mentioned in the ASBA Application. The

Application Amount will remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the

53

amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/failure of the Tranche- II Issue or withdrawal/rejection

of the Application Form, as the case may be.

ASBA Applicants must note that:

(a) Physical Application Forms will be available with the Designated Branches of SCSBs and with the Members of the Syndicate at the

Specified Cities; and electronic Application Forms will be available on the websites of the SCSBs and the Stock Exchange(s) at least one day

prior to the Tranche Issue Opening Date. Trading Members of the Stock Exchange(s) can download Application Forms from the websites of the Stock Exchange(s). Application Forms will also be provided to Trading Members of the Stock Exchange(s) at their request. The

Application Forms would be serially numbered. Further, the SCSBs will ensure that the Abridged Prospectus is made available on their

websites.

(b) The Designated Branches of SCSBs will accept ASBA Applications directly from ASBA Applicants only during the Issue Period. The

SCSB will not accept any ASBA Applications directly from ASBA Applicants after the closing time of acceptance of Applications on the Tranche Issue Closing Date. However, in case of Syndicate ASBA, the relevant branches of SCSBs at Specified Cities can accept ASBA

Applications from the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, after the closing time of

acceptance of Applications on the Tranche Issue Closing Date. For further information on the Issue programme, see “Terms of the Issue –

Issue Period” on page 33 of this Prospectus Tranche- II.

(c) In case of Applications through Syndicate ASBA, the physical Application Form will bear the stamp of the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be; if not, the same will be rejected. Application Forms submitted directly to

the SCSBs should bear the stamp of the SCSBs, if not, the same are liable to be rejected.

(d) Our Company, our directors, affiliates, associates and their respective directors and officers, Lead Managers, Co-Lead Managers

and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to

Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or

Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications

uploaded by SCSBs, the amount payable on Application has been blocked in the relevant ASBA Account.

ASBA Applicants can invest in dematerialised form only.

For instructions pertaining to completing Application Form please see “General Instructions” on page 53 of this Prospectus Tranche- II.

Submission of Non-ASBA Applications (other than Direct Online Applications)

Applicants must use the Application Form, which will be serially numbered, bearing the stamp of the relevant Member of the Syndicate or

Trading Member of the Stock Exchange(s) at centres mentioned in the Application Form, as the case may be, from whom such Application Form is obtained. Such Application Form must be submitted to the relevant Member of the Syndicate or Trading Member of the Stock

Exchange(s), as the case may be, with the cheque or bank draft for the Application Amount, before the closure of the Issue Period. The Stock

Exchange(s) may also provide Application Forms for being downloaded and filled. Accordingly, Applicants may download Application Forms and submit the completed Application Forms together with cheques/demand drafts to the Members of the Syndicate or Trading

Member of the Stock Exchange(s) at centres mentioned in the Application Form. On submission of the completed Application Form, the

relevant Members of the Syndicate or Trading Member of the Stock Exchange(s), as the case maybe, will upload the Application Form on the

electronic platform provided by the Stock Exchange(s), and once an Application Form has been uploaded, issue an acknowledgement of such

upload by stamping the acknowledgement slip attached to the Application Form with the relevant date of the acknowledgment and return the

same to the Applicant. Thereafter, the Application Form together with the cheque or bank draft will be forwarded to the Escrow Collection Bank(s) for realisation and further processing.

The duly stamped acknowledgment slip will serve as a duplicate Application Form for the records of the Applicant. The Applicant must preserve the acknowledgment slip and provide the same in connection with: (a) any cancellation/withdrawal of their Application; (b) queries

in connection with Allotment and/or refund(s) of NCDs; and/or (c) all Investor grievances/complaints in connection with the Tranche- II

Issue.

For instructions pertaining to completing the Application Form please see “General Instructions” on page 53 of this Prospectus Tranche- II.

Submission of Direct Online Applications

As per Circular No. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI, the availability of the Direct Online Applications

facility is subject to the Stock Exchange(s) putting in place the necessary systems and infrastructure, and accordingly the

aforementioned disclosures are subject to any further clarifications, notification, modification, deletion, direction, instructions and/or

correspondence that may be issued by the Stock Exchange(s) and/or SEBI.

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

General Instructions

(a) Applications must be made only in the prescribed Application Form. (b) Applications must be completed in block letters in English as per the instructions contained in this Prospectus Tranche- II,

Abridged Prospectus and Application Form.

(c) Ensure that the Applicant’s names (for Applications for the NCDs in dematerialised form) given in the Application Form is exactly the same as the names in which the beneficiary account is held with the Depository Participant. Further, Application

should be in single or joint names (not exceeding three names). In case the Application Form is submitted in joint names, ensure

that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form;

(d) Applications must be for a minimum number of NCDs as mentioned in this Prospectus Tranche- II (for all Series of NCDs, either

54

taken individually or collectively). For the purpose of fulfilling the requirement of minimum application, an Applicant may choose

to apply for NCDs of the same Series or across different Series. Applicants may apply for one or more Series of NCDs Applied for

in a single Application Form.

(e) Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any of the other languages specified in the

Eighth Schedule to the Constitution of India must be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his official seal.

(f) Applicants should hold a valid PAN allotted under the Income Tax Act and mention it in the Application Form.

(g) Applicants must tick the relevant box for the ‘Category of Investor’ provided in the Application Form. (h) Applicants must tick the relevant box for the ‘Mode of Application’ provided in the Application Form, choosing either ASBA or

Non-ASBA mechanism.

(i) ASBA Applicants should correctly mention the ASBA Account number and ensure that funds equal to the Application Amount are available in the ASBA Account.

(j) Applications should be made by the Karta in case of HUFs. Applicants are required to ensure that the PAN details of the HUF are

mentioned and not those of the Karta. (k) No separate receipts will be issued for the Application Amount payable on submission of the Application Form. However, the

Lead Managers, Consortium Members, Trading Members of the Stock Exchange(s) at centres mentioned in the Application Form

or the Designated Branches of the SCSBs, as the case may be, will acknowledge the receipt of the Application Forms by stamping the date and returning to the Applicants an acknowledgement slip which will serve as the duplicate of the Application Form for the

records of the Applicant.

The Company, the Members of the Syndicate, Trading Members of the Stock Exchange(s) at centres mentioned in the Application

Form, Designated Branches of SCSBs, and the Registrar to the Issue will not be liable for errors in data entry due to submission of

incomplete or illegible Application Forms.

Applicant’s Beneficiary Account and Bank Account Details

Applicants applying for Allotment in dematerialised form must mention their DP ID and Client ID in the Application Form, and ensure that

the name provided in the Application Form is exactly the same as the name in which the Beneficiary Account is held. In case the Application Form for Allotment in dematerialised form is submitted in joint names, it should be ensured that the Beneficiary Account is held in the same

joint names and in the same sequence in which they appear in the Application Form. In case the DP ID, Client ID and PAN mentioned in

the Application Form for Allotment in dematerialised form and entered into the electronic system of the Stock Exchange(s) do not

match with the DP ID, Client ID and PAN available in the Depository database or in case PAN is not available in the Depository

database, the Application Form for Allotment in dematerialised form is liable to be rejected. Further, Application Forms submitted

by Applicants applying for Allotment in dematerialised form, whose beneficiary accounts are inactive, will be rejected.

On the basis of the DP ID and Client ID provided by the Applicant in the Application Form for Allotment in dematerialised form and entered

into the electronic system of the Stock Exchange(s), the Registrar to the Issue will obtain from the Depositories the Demographic Details of the Applicant including PAN, address, bank account details for printing on refund orders/sending refunds through electronic mode, Magnetic

Ink Character Recognition (“MICR”) Code and occupation. These Demographic Details would be used for giving Allotment Advice and

refunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), if any, to the Applicants. Hence, Applicants are advised to immediately update their Demographic Details as appearing on the records of the DP and ensure that they are true and correct, and

carefully fill in their Beneficiary Account details in the Application Form. Failure to do so could result in delays in dispatch/credit of

refunds to Applicants and delivery of Allotment Advice at the Applicants’ sole risk, and neither the Company, the Members of the

Syndicate, Trading Members of the Stock Exchange(s), Escrow Collection Bank(s) at centres mentioned in the Application Form,

SCSBs, Registrar to the Issue nor the Stock Exchange(s) will bear any responsibility or liability for the same.

The Demographic Details would be used for correspondence with the Applicants including mailing of Allotment Advice and printing of bank

particulars on refund orders or for refunds through electronic transfer of funds, as applicable. Allotment Advice and physical refund orders

would be mailed at the address (in India) of the Applicant as per Demographic Details received from the Depositories. Delivery of refund orders/ Allotment Advice may be delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In

such event, the address and other details provided by the Applicant (other than ASBA Applicants and Applicants using Direct Online

Applications through the online payment facility of the Stock Exchange(s) in the Application Form would be used only to ensure dispatch of refund orders. In case of refunds through electronic modes detailed in this Prospectus Tranche- II, refunds may be delayed if bank particulars

obtained from the DP are incorrect. Any such delay will be at such Applicants’ sole risk and neither the Company, the Members of the

Syndicate, Trading Members of the Stock Exchange(s), Escrow Collection Bank(s) at centres mentioned in the Application Form,

SCSBs, Registrar to the Issue nor the Stock Exchange(s) will be liable to compensate the Applicant for any losses caused to the

Applicant due to any such delay, or to pay any interest for such delay. In case of Applications made under power of attorney, the Company in its absolute discretion, reserves the right to permit the holder of the

power of attorney to request the Registrar to the Issue that for the purpose of printing particulars on the refund order and mailing of refund

orders/ Allotment Advice, the demographic details obtained from the Depository of the Applicant will be used. By signing the Application Form, the Applicant would be deemed to have authorised the Depositories to provide to the Registrar to the Issue, on request, the required

Demographic Details available on their records. The Demographic Details provided by the Applicant in the Application Form would not be

used for any purpose by the Registrar to the Issue except in relation to the Tranche- II Issue.

With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified shall be suspended

for credit and no credit of NCDs pursuant to the Tranche- II Issue will be made into the accounts of such Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in case no corresponding record is available

with the Depositories, which matches the three parameters, namely, DP ID, Client ID and PAN, then such Application are liable to be

rejected.

55

PAN

Any Application Form without the PAN (or submitting the GIR number instead of the PAN) is liable to be rejected, irrespective of

the amount of transaction. In accordance with SEBI circular dated April 27, 2007, the PAN would be the sole identification number for the

participants transacting in the Indian securities market, irrespective of the amount of transaction. Therefore, the Applicant (in the case of Applications made in joint names, PAN allotted under the Income Tax Act of all the Applicant should be provided in the Application Form

and for HUFs, PAN of the HUF should be provided. For minor Applicants applying through the guardian, it is mandatory to mention the PAN

of minor Applicant. However, Applications on behalf of the Central or State Government officials and officials appointed by the courts in terms of SEBI circular dated June 30, 2008 may be exempt from the requirement to specify their PAN for transacting in the Indian securities

market in terms of SEBI circular dated July 20, 2006. However, the exemption for the Central or State Government and the officials

appointed by the courts is subject to the DPs verifying the veracity of such claims by collecting sufficient documentary evidence in support of their claims. At the time of ascertaining the validity of these Applications, the Registrar to the Issue will check under the Depository records

for the appropriate description under the PAN field i.e., exempt category.

Joint Applications

Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form

and at the address mentioned therein.

Additional/Multiple Applications

For purposes of Allotment of NCDs in this Tranche- II Issue, Applications will be grouped based on the PAN, i.e., Applications under the

same PAN will be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple Applications if

the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple Application

for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same.

An Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs, subject to a minimum Application size as mentioned in this Prospectus Tranche- II. Any Application for an amount below the aforesaid minimum Application

size will be deemed as an invalid application and shall be rejected. However, multiple Applications by the same individual Applicant

aggregating to a value exceeding Rs. 2.00 lakh shall deem such individual Applicant to be a Category III Applicant and all such Applications shall be grouped in the Category III Portion, for the purpose of determining the basis of Allotment to such Applicant. Applications made by

any person in individual capacity and in capacity as a Karta of an HUF and/or as second or third Applicant in case of Applications made in

joint names will not be treated as a multiple Application. Moreover, a separate Application can be made in respect of each scheme of an MF; such Applications will not be treated as multiple Applications.

Dos:

1. Check if you are eligible to apply as per the terms of the relevant Shelf Prospectus, this Prospectus Tranche- II, Abridged Prospectus

and applicable law.

2. Read all the instructions carefully and complete the Application Form in the prescribed form

3. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to

and/or seek Allotment of NCDs pursuant to the Tranche- II Issue.

4. Applications are required to be in single or joint names (not more than three). In case the Application Form is submitted in joint names,

ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in

the Application Form

5. Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a

Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

6. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as

“XYZ Hindu Undivided Family applying through PQR”, where PQR is the name of the Karta.

7. Ensure that the Application Forms (for non-ASBA Applicants) are submitted at the Collection Centres provided in the Application

Forms, bearing the stamp of a Member of the Syndicate or a Trading Members of the Stock Exchange, as the case may be.

8. Ensure that the DP ID, Client ID and PAN mentioned in the Application Form are correct and match the details available in the

Depository’s database, and that the beneficiary account is activated for Allotment/trading of NCDs in dematerialised form.

9. Ensure that you have been given a transaction registration slip (“TRS”) and an acknowledgment as proof of having accepted the

Application Form.

10. Ensure that the name(s) provided in the Application Form is exactly the same as the name(s) in which the beneficiary account is held

with the DP. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form.

11. Except in the case of ASBA Applications and Direct Online Applications using the online payment facility offered through the Stock Exchange(s), Applicants are requested to write their names and Application serial number on the reverse of the instruments by which

the payments are made.

12. Tick the relevant box for the ‘Category of Investor’ provided in the Application Form.

56

13. Tick the relevant box for the ‘Mode of Application’ provided in the Application Form, choosing either ASBA or Non-ASBA

mechanism.

14. Tick the Series of NCDs in the Application Form that you wish to apply for.

15. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to

and/or seek Allotment of the NCDs.

16. Ensure that the Application Forms are submitted to a Member of the Syndicate or Trading Member of a Stock Exchange, as the case

may be, for Applications other than ASBA Applications/Direct Online Applications, before the closure of Application hours on the

Tranche Issue Closing Date. For information on the Issue programme, see “Terms of the Issue – Issue Period” on page 33 of this Prospectus Tranche- II.

17. In case of revision of an Application during the Issue Period, ensure that you have first withdrawn your original Application and then submit a fresh Application.

18. Ensure that the Demographic Details including PAN are updated, true and correct in all respects.

19. Permanent Account Number: It shall be mandatory for subscribers to the Tranche- II Issue to furnish their Permanent Account Number

and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction.

20. Applicants (other than ASBA Applicants) are requested to write their names and Application Form number on the reverse of the

instruments by which the payments are made.

The Reserve Bank of India has issued standard operating procedure in terms of paragraph 2(a) of RBI circular number

DPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013, detailing the procedure for processing CTS 2010 and non-CTS 2010

instruments in the three CTS grid locations.

SEBI Circular No. CIR/CFD/DIL/1/2011 dated April 29, 2011 stipulating the time between closure of the Issue and listing at 12

Working Days. In order to enable compliance with the above timelines, investors are advised to use CTS cheques or use ASBA

facility to make payment. Investors using non-CTS cheques are cautioned that applications accompanied by such cheques are liable

to be rejected due to any clearing delays beyond 6 Working Days from the date of the closure of the Tranche- II Issue to avoid any

delay in the timelines mentioned in the aforesaid SEBI Circular.

Don’ts:

1. Do not apply if you are not competent to contract under the Indian Contract Act, 1872 or if you are otherwise ineligible to acquire NCDs under applicable law or your relevant constitutional documents or otherwise.

2. Do not apply such that the number of NCDs applied for exceeds the Shelf Limit/Tranche Issue size (including retention of oversubscription for the respective tranche), and/or investment limit applicable to you under applicable laws or regulations.

3. Do not make an Application for lower than the minimum Application size.

4. Do not send Application Forms by post; instead submit the same to a Member of the Syndicate, Trading Member of a Stock Exchange

or Designated Branch of an SCSB, as the case may be. Applicants other than ASBA Applicants should not submit the Application Form directly to the Escrow Collection Bank(s).

5. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue.

6. Do not submit the GIR number instead of the PAN, as the Application is liable to be rejected on this ground.

7. Do not pay the Application Amount in cash, by money order or by postal order or by stockinvest.

8. Do not submit the Application Forms without the full Application Amount for the number of NCDs applied for.

9. Do not submit Applications on plain paper or on incomplete or illegible Application Forms.

10. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your relevant constitutional

documents or otherwise.

11. Do not submit an Application that does not comply with the securities law of your respective jurisdiction.

12. Do not submit an Application to the Escrow Collection Bank(s), unless such Escrow Collection Bank is a Designated Branch of a SCSB

where the ASBA Account is maintained, in case of ASBA Application.

13. Do not apply if you are a person ineligible to apply for NCDs under the Tranche- II Issue including Applications by Persons Resident

Outside India, (inter-alia including NRIs who are (i) based in the 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);

14. Applicants other than ASBA Applicants should not submit the Application Form directly to the Escrow Collection Banks/ Bankers to

the Issue, and the same will be rejected in such cases; and

15. Do not make an application of the NCDs on multiple copies taken of a single form.

57

Additional Instructions Specific to ASBA Applicants

Dos:

1. Check if you are eligible to apply under ASBA;

2. Ensure that you tick the ASBA option in the Application Form and provide correct details of your ASBA Account including bank

account number/bank name and branch;

3. Ensure that your Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account is maintained or

with the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities, and not directly to the Escrow Collection Bank(s) (assuming that such bank is not an SCSB) or to the Company or the Registrar to the Issue;

4. Before submitting physical Application Form with the Member of the Syndicate at the Specified Cities ensure that the SCSB, whose name has been filed in the Application Form, has a branch in that centre.

5. In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to a Member of the Syndicate, at the Specified Cities or Trading Member of the Stock Exchange(s), ensure that the SCSB where the ASBA Account, as

specified in the Application Form, is maintained has named at least one branch in that specified city for the Members of the Syndicate or

Trading Members of the Stock Exchange(s), as the case may be, to deposit Application Forms (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries);

6. Ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder; and

7. Ensure that the ASBA Account holder has funds equal to the Application Amount in the ASBA Account before submitting the

Application Form.

8. Ensure that you have correctly ticked, provided or checked the authorization box in the Application Form, or otherwise have provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Amount

mentioned in the Application Form;

9. In terms of SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on their own account using

ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be

used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications; and

10. Ensure that you have received an acknowledgement from the Designated Branch or the Member of the Syndicate or Trading Member of the Stock Exchange, as the case may be for submission of the Application Form.

Don'ts:

1. Do not submit the Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts;

2. Do not submit the Application Form to the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may

be, at a location other than the Specified Cities.

3. Do not send your physical Application Form by post; instead submit the same to a Designated Branch of an SCSB or Member of the

Syndicate or Trading Members of the Stock Exchange(s), as the case may be, at the Specified Cities; and

4. Do not submit more than five Application Forms per ASBA Account.

ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities

will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has not named at least

one branch at that specified city for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be,

to deposit such Application Forms. A list of such branches is available at

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. See “Rejection of Applications” on page 62 of this

Prospectus Tranche- II for information on rejection of Applications.

For further instructions, Applicants are advised to read this Prospectus Tranche- II, Abridged Prospectus and Application Form.

ADDITIONAL INSTRUCTIONS FOR APPLICANTS SEEKING ALLOTMENT OF NCDs IN PHYSICAL FORM

Only Applicants who do not have a demat account as on date of the Application shall be eligible to apply for Allotment of NCDs in the

physical form. Any Applicant who subscribes to the NCDs in physical form shall undertake the following steps:

Complete the Application Form in all respects, by providing all the information including PAN and Demographic Details.

However, do not provide DP details in the Application Form. The requirement for providing DP details shall be mandatory only for Applicants who wish to subscribe to the NCDs in dematerialised form.

Provide the following documents with the Application Form:

(a) Self-attested copy of the PAN card or proof of identification in case of Applications by or on behalf of the Central or State Government and the officials appointed by the courts. Any one of the following documents shall be considered as

a verifiable proof of identification:

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valid passport issued by the GoI; or

voter’s identity card issued by the GoI; or

valid driving license issued by any transport authority of the Republic of India; or

Government ID card; or

Defence ID card; or

ration card issued by the GoI

Aadhar Card,

Photo PAN Card.

(b) Self-attested copy of proof of residence. Any of the following documents shall be considered as a verifiable proof of residence:

ration card issued by the GoI; or

valid driving license issued by any transport authority of the Republic of India; or

electricity bill (not older than three months);or

landline telephone bill (not older than three months); or

valid passport issued by the GoI; or

voter’s identity card issued by the GoI; or

society outgoing bills; or

AADHAR letter, issued by Unique Identification Authority of India, GoI.

(c) Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited. In the absence of such cancelled cheque, the Company reserves the right to

reject the Application or to consider the bank details given on the Application Form at its sole discretion. In such case the

Company, the Lead Managers and the Registrar to the Issue shall not be liable for any delays/errors in payment of refund

and/or interest.

The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of the payments due to inaccurate details shall be at the sole risk of the Applicants and neither the Lead Managers nor the Company shall have any responsibility and

undertake any liability for the same. Applications for Allotment of the NCDs in physical form, which are not accompanied with the

abovestated documents, may be rejected at the sole discretion of the Company.

In relation to the issuance of the NCDs in physical form, note the following:

1. An Applicant has the option to seek Allotment of NCDs in either dematerialised or physical mode. No partial Application for

the NCDs shall be permitted; any such partial Application is liable to be rejected.

2. Any Applicant who provides Depository Participant details in the Application Form shall be allotted the NCDs in

dematerialised form only, irrespective of whether such applicant has provided the details required for Allotment in

physical form. Such Applicant shall not be Allotted NCDs in physical form.

3. In case of NCDs issued in physical form, the Company will issue one certificate to the holders of the NCDs for the aggregate

amount of the NCDs for each of the Series of NCDs that are applied for (each such certificate, a (“Consolidated NCD

Certificate”).

4. the Company shall dispatch the Consolidated NCD Certificate to the (Indian) address of the Applicant provided in the Application Form, within the time and in the manner stipulated under the the Company Act.

All terms and conditions disclosed in relation to the NCDs held in physical form pursuant to rematerialisation shall be applicable mutatis mutandis to the NCDs issued in physical form.

The Applicant shall be responsible for providing the above information and KYC documents accurately. Delay or failure in credit of

payments or receipt of Allotment Advice or NCD certificates due to inaccurate or incomplete details shall be at the sole risk of the

Applicants and the Lead Managers, the Company and the Registrar to the Issue shall have no responsibility and undertake no

liability in this relation. In case of Applications for Allotment of NCDs in physical form, which are not accompanied with the

aforestated documents, Allotment of NCDs in physical form may be held in abeyance by the Registrar to the Issue, pending receipt of

KYC documents.

Please note that allotment of NCDs in physical form can be done only if applicant does not hold any Demat account.

Consolidated list of documents required for various categories

For the sake of simplicity we hereby provide the details of documents mandatorily required to be submitted by various categories of

Applicants (who have applied for Allotment of the NCDs in dematerialised form) while submitting the Application Form:

59

Type of Investors Mandatory documents to be submitted with application form

(in addition to the documents required for applications for

Allotment of NCDs in physical form)

Public financial institutions, commercial banks authorized to invest

in the NCDs, companies within the meaning of section 3 of the Companies Act, 2013 and bodies corporate registered under the

applicable laws in India and authorized to invest in the NCDs; State

Industrial Development Corporations; Companies; bodies corporate and societies registered under the applicable laws in India and

authorized to invest in the NCDs

The Application must be accompanied by certified true copies of:

Any Act/ Rules under which they are incorporated

Board Resolution authorizing investments

Specimen signature of authorized person

Insurance companies registered with the IRDA The Application must be accompanied by certified copies of

Any Act/Rules under which they are incorporated

Registration documents (i.e. IRDA registration)

Resolution authorizing investment and containing operating instructions (Resolution)

Specimen signature of authorized person

Provident Funds, Pension Funds and National Investment Fund The Application must be accompanied by certified true copies of:

Any Act/Rules under which they are incorporated

Board Resolution authorizing investments

Specimen signature of authorized person

Mutual Funds The Application must be also accompanied by certified true copies of:

SEBI registration Certificate and trust deed (SEBI

Registration)

Resolution authorizing investment and containing operating instructions (Resolution)

Specimen signature of authorized person

Applicants through a power of attorney under Category I and II The Application must be also accompanied by certified true copies

of:

A certified copy of the power of attorney or the relevant

resolution or authority, as the case may be

A certified copy of the memorandum of association and

articles of association and/or bye laws and/or charter

documents, as applicable, must be lodged along with the Application Form.

Specimen signature of power of attorney holder/authorized signatory as per the relevant resolution

Resident Indian individuals under Categories III & IV N.A.

Resident HUF under Categories III and IV The Application must be also accompanied by certified true copies

of:

Self-attested copy of PAN card of HUF

Bank details of HUF i.e. copy of cancelled cheque indicating

HUF status of the applicant

Self-attested copy of proof of Address of karta, identity proof

of karta

Power of Attorney under Category III and Category IV The Application must be also accompanied by certified true copies of:

A certified copy of the power of attorney has to be lodge with the Application Form

Partnership firms in the name of the partners

Limited Liability partnership formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of

2009)

Partnership Deed

Any documents evidencing registration thereof under applicable statutory/ regulatory requirements

Resolution authorizing investment and containing operating instructions (Resolution)

Specimen signature of authorized person

PAYMENT INSTRUCTIONS

The entire Application Amount is payable at the time of submitting the Application Form. In case of ASBA Applicants, the entire Application Amount will be blocked in the ASBA Account. In case of Allotment of a lesser number of NCDs than applied for, the Company will refund

the excess amount paid on Application to the Applicant (or the excess amount shall be unblocked in the ASBA Account, as the case may be).

Payment mechanism for Direct Online Applicants

Applicants making Direct Online Applications through the online platform must make payment using the online payment facility offered by the Stock Exchange(s). Such online payments will be deposited in the Escrow Account(s) to be opened by the Company. See “- Escrow

Mechanism for Applicants other than ASBA Applicants” on page 60 of this Prospectus Tranche- II.

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Payment mechanism for ASBA Applicants

ASBA Applicants are required to specify the ASBA Account number in the Application Form. ASBA Applications submitted to the Members

of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities will be uploaded onto the electronic platform of the

Stock Exchange(s) and deposited with the relevant branch of the SCSB at the specified city named by such SCSB to accept such ASBA Applications from the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be (A list of such branches

is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). The relevant branch of the SCSB will perform

verification procedures and block an amount in the ASBA Account equal to the Application Amount specified in the ASBA Application.

For ASBA Applications submitted directly to the SCSBs, the relevant SCSB will block an amount in the ASBA Account equal to the

Application Amount specified in the ASBA Application, before entering the ASBA Application into the electronic platform. SCSBs may provide the electronic mode of Application either through an internet enabled application and banking facility or such other secured,

electronically enabled mechanism for application and blocking of funds in the ASBA Account. For ASBA Applications, the SCSBs, will

block Application Amount only against/in a funded deposit account and ensure that clear demarcated funds are available for ASBA Applications and no lien shall be marked against credit limits/overdraft facility of account holders for ASBA Application, in accordance with

SEBI circular CIR/CFD/DIL/12/2012 dated September 13, 2012.

ASBA Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account before submitting the

ASBA Application to the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, at the

Specified Cities or to the Designated Branches of SCSBs. An ASBA Application where the corresponding ASBA Account does not

have sufficient funds equal to the Application Amount at the time of blocking the ASBA Account is liable to be rejected.

The Application Amount will remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the

amount to the Public Issue Account(s), or until withdrawal/failure of the Tranche- II Issue or until withdrawal/rejection of the Application

Form, as the case may be. Once the Basis of Allotment is approved, the Registrar to the Issue will send an appropriate request to the

controlling branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount pertaining to NCDs allocable to the successful ASBA Applicants to the Public Issue Account(s). In case of withdrawal/failure of the issue/refund, the blocked amount will be

unblocked on receipt of such information from the Registrar to the Issue.

Escrow Mechanism for Applicants other than ASBA Applicants

We shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Applicants (except for ASBA Applicants)

shall draw cheques or demand drafts should be crossed “A/c Payee only”. All Applicants would be required to pay the full Application

Amount at the time of the submission of the Application Form. Cheques or demand drafts for the Application Amount received from Applicants would be deposited by the Members of the Syndicate and Trading Members, as the case may be, in the Escrow Accounts.

Applicants must use only CTS compliant instruments and refrain from using NONCTS 2010 instruments for the payment of the

Application Amount.

Each Applicant (except for ASBA Applicants) shall draw a cheque or demand draft for the Application Amount as per the following terms:

a) The payment instruments from the resident Applicants shall be payable into the Escrow Account drawn in favour of “Escrow

Account IFCI NCD II Public Issue”.

b) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank), which is situated at,

and is a member of or sub-member of the bankers’ clearing house located at the centre where the Application Form is submitted.

Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected.

c) The monies deposited in the Escrow Account will be held for the benefit of the Applicants until the Designated Date.

d) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the

Escrow Agreement, the Shelf Prospectus and this Prospectus Tranche- II into the Public Issue Account. The Escrow Collection Banks shall also, upon receipt of instructions from the Lead Managers and the Registrar, transfer all amounts payable to

Applicants, who have not been allotted NCDs to the Refund Accounts.

The Escrow Collection Bank(s) shall transfer the funds from the Escrow Account into the Public Issue Account(s), as per the terms of the

Escrow Agreement and the Shelf Prospectus and this Prospectus Tranche- II.

The Company will open Escrow Account(s) with each of the Escrow Collection Bank(s) in whose favour the Applicants (other than ASBA

Applicants) will make out the cheque or demand draft in respect of their Application.

Cheques or demand drafts received for the full Application Amount from Applicants/payments received through the online payment facility

offered by Stock Exchange(s) would be deposited in the Escrow Account(s). All cheques/bank drafts accompanying the Application should

be crossed “A/c Payee only” and made payable to “Escrow Account IFCI NCD II Public Issue”.

Application Amounts paid through the online payment facility of the Stock Exchange(s) will also be deposited in the Escrow Account(s).

The Escrow Collection Bank(s) will maintain the monies in the Escrow Account(s) until documents for creation of security for the NCDs are

executed. The Escrow Collection Bank(s) will not exercise any lien whatsoever over the monies deposited therein and will hold the monies

therein in trust for the Applicants. On the Designated Date, the Escrow Collection Bank(s) will transfer the funds represented by Allotment of NCDs (other than in respect of Allotment to successful ASBA Applicants) from the Escrow Account(s), as per the terms of the Escrow

Agreement, into the Public Issue Account(s), provided that the Company will have access to such funds only after receipt of final listing and

trading approvals from the Stock Exchange(s) and execution of the Debenture Trust Deed and security documents. The balance amount after transfer to the Public Issue Account(s) will be transferred to the Refund Account. Payments of refund to the relevant Applicants will be made

from the Refund Account as per the terms of the Escrow Agreement and this Prospectus Tranche- II.

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Payment into Escrow Account

Each Applicant will draw a cheque or demand draft or remit the funds electronically through the mechanisms for the Application Amount as

per the following terms:

(a) All Applicants would be required to pay the full Application Amount for the number of NCDs applied for, at the time of the submission

of the Application Form.

(b) The Applicants will, with the submission of the Application Form, draw a cheque/demand draft for the full Application Amount in

favour of the Escrow Account and submit the same to Escrow Collection Bank(s). If the payment is not made favouring the Escrow

Account with the Application Form, the Application is liable to be rejected. Application Forms accompanied by cash, stock

invest, money order or postal order will not be accepted.

(c) The cheque/demand draft for payment into the Escrow Account should be drawn in favour of “Escrow Account IFCI NCD II Public Issue”.

(d) Payments should be made by cheque or demand draft drawn on any bank (including a cooperative bank) which is situated at and is a member of or sub-member of the bankers’ clearing house located at the centre where the Application Form is submitted. Outstation

cheques, post-dated cheques and cheques/bank drafts drawn on banks not participating in the clearing process will not be

accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stockinvest /money

orders/postal orders will not be accepted. Cheques without the nine digit MICR code are liable to be rejected.

(e) Applicants are advised to provide the number of the Application Form on the reverse of the cheque or bank draft to avoid misuse of

instruments submitted with the Application Form.

(f) The monies deposited in the Escrow Accounts will be held for the benefit of the Applicants (other than ASBA Applicants) till the Designated Date.

(g) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts as per the terms of the Escrow

Agreement into the Public Issue Account(s) with the Bankers to the Issue and the refund amount shall be transferred to the Refund

Account.

Payment by cash/stockinvest/money order

Payment through cash/stockinvest/money order will not be accepted in the Tranche- II Issue.

Online Applications

The Company may decide to offer an online Application facility for the NCDs, as and when permitted by applicable laws, subject to the terms

and conditions prescribed.

SUBMISSION OF DULY COMPLETED APPLICATION FORMS

Mode of Submission of Application Forms To whom the Application Form has to be submitted

Direct Online Applications Online submission through the online platform and online payment

facility offered by the Stock Exchange(s).

ASBA Applications (i) If using physical Application Form, (a) to the Members of the

Syndicate or Trading Members of the Stock Exchange(s) only at the Specified Cities (“Syndicate ASBA”), or (b) to the Designated

Branches of SCSBs where the ASBA Account is maintained; or

(ii) If using electronic/ online Application Form, to the SCSBs,

electronically through internet banking facility, if available.

Non-ASBA Applications (other than Direct Online Applications) The Members of the Syndicate or Trading Members of the Stock Exchange(s) at the centres mentioned in the Application Form..

Note: Applications for Allotment in physical form can be made only by using non-ASBA Applications (other than Direct Online

Applications).

No separate receipts will be issued for the Application Amount payable on submission of Application Form. However, the Lead

Managers/ Consortium Members / Trading Members of Stock Exchange(s) will acknowledge the receipt of the Application Forms by

stamping the date and returning to the Applicants an acknowledgement slip which will serve as a duplicate Application Form for the records

of the Applicant.

Syndicate ASBA Applicants must ensure that their ASBA Applications are submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) only at the Specified Cities. ASBA Applications submitted to the Members of the Syndicate or Trading Members of

the Stock Exchange(s) at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA

Application, is maintained has not named at least one branch at that Specified City for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, to deposit ASBA Applications. A list of such branches is available at

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For information on the Issue programme and timings for

submission of Application Forms, see “Terms of the Issue – Issue Period” on page 33 of this Prospectus Tranche- II.

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Applicants other than ASBA Applicants are advised not to submit Application Forms directly to Escrow Collection Bank(s); and the

same are liable to be rejected and the Applicants will not be entitled to any compensation whatsoever.

Submission of Direct Online Applications

Please refer “– Submission of Direct Online Applications” on page 53 of this Prospectus Tranche- II.

Submission of ASBA Applications

Please refer “– Submission of ASBA Applications” on page 52 of this Prospectus Tranche- II.

Submission of Non-ASBA Applications (other than Direct Online Applications)

Please refer “– Submission of Non-ASBA Applications (other than Direct Online Applications)” on page 53 of this Prospectus Tranche- II.

Submission of Non- ASBA Applications for Allotment of the NCDs in physical form

Please refer “– Submission of Non-ASBA Applications for Allotment of NCDs in the physical form” on page 52 of this Prospectus Tranche-

II.

REJECTION OF APPLICATIONS

The Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without

assigning any reason thereof. Applications would be liable to be rejected on one or more technical grounds, including but not restricted to the

following:

Applications where a registered address in India is not provided for the Applicant.

Applications by persons who are not eligible to acquire NCDs of the Company in terms of applicable laws, rules, regulations, guidelines and approvals, including Applications by persons not competent to contract under the Indian Contract Act, 1872 (including a minor

without a guardian name) and Applications by OCBs.

In case of partnership firms, NCDs may be registered in the names of the individual partners and no firm as such will be entitled to

apply. However, a limited liability partnership firm can apply in its own name.

In case of Applications under power of attorney or by corporates, trusts, societies, etc., relevant documents are not submitted.

Applications accompanied by Stock invest/money order/postal order/cash.

Applications for an amount below the minimum Application size or for an amount less than NCDs applied for. However, the Company

may allot NCDs up to the value of application monies paid, if such application monies exceed the minimum application size as prescribed hereunder.

Applications for amounts greater than the maximum permissible amounts prescribed by the regulations and applicable law.

Applications without payment of the entire Application Amount. However, the Company may Allot NCDs up to the value of Application Amounts paid, if such Application Amounts exceed the minimum Application size prescribed hereunder.

Application Amount paid not tallying with the number of NCDs applied for. However, the Company may Allot NCDs up to the value of Application Amounts paid, if such Application Amounts exceed the minimum Application size prescribed hereunder.

Applications for a number of NCDs which is not in a multiple of one. However, the Company may allot NCDs upto lower integer if

such Application Amount exceeds one NCD.

Submission of more than five ASBA Applications per ASBA Account.

PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State Government and the

officials appointed by the courts, provided such claims have been verified by the DPs.

GIR number furnished instead of PAN.

DP ID, Client ID and bank account not mentioned in the Application Form, in case of Allotment in dematerialised form.

ASBA Applications not having details of the ASBA Account to be blocked.

Authorisation to the SCSB for blocking funds in the ASBA Account not provided.

Signature of sole and/or joint Applicants missing. In case of joint Applicants, the Application Forms not being signed by each of the

joint Applicants (in the same sequence as they appear in the records of the Depository).

ASBA Application Forms not signed by the ASBA Account holder, if the ASBA Account holder is different from the Applicant.

Application Forms submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) does not bear the stamp of the relevant Member of the Syndicate or Trading Member of the Stock Exchange(s), as the case may be. ASBA Applications submitted

directly to the Designated Branches of SCSBs does not bear the stamp of the SCSB and/or the Designated Branch and/or Member of the

Syndicate or Trading Members of the Stock Exchange(s), as the case may be.

In case of Allotment in dematerialised form, no corresponding record is available with the Depositories that matches three parameters,

namely, DP ID, Client ID and PAN or if PAN is not available in the Depository database.

With respect to ASBA Applications, inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount

specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is

received from the SCSB for blocking of funds.

Applications by persons debarred from accessing capital markets, by SEBI or any other regulatory authority.

Applications not uploaded on the terminals of the Stock Exchange(s).

Applications uploaded after the expiry of the allocated time on the Tranche Issue Closing Date, unless extended by the Stock Exchange(s), as applicable.

Applications by Applicants whose beneficiary accounts have been 'suspended for credit' pursuant to the circular issued by SEBI on July

29, 2010 bearing number CIR/MRD/DP/22/2010.

ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at locations other than

the Specified Cities or at a Designated Branch of a SCSB where the ASBA Account is not maintained, and ASBA Applications submitted directly to an Escrow Collection Bank (assuming that such bank is not a SCSB), to the Company or the Registrar to the Issue.

Application Forms not delivered by the Applicant within the time prescribed as per the Application Form, Shelf Prospectus and this Prospectus Tranche- II and as per the instructions in the Application Form, Shelf Prospectus and this Prospectus Tranche- II.

63

Application Form accompanied with more than one payment instructions/ cheque.

Date of Birth for first/sole Applicant for persons applying for Allotment of NCDs in physical form not mentioned in the Application

Form.

SCSB making an ASBA application (a) through an ASBA Account maintained with its own self or (b) through an ASBA account maintained through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its

own name, which ASBA Account is not utilised for the purpose of applying in public issue.

With respect to non-ASBA Applicants, Applications where clear funds are not available in Applicants Accounts as per final certificates

from Escrow Collection Bank(s).

Applications by persons/entities who have been debarred from accessing the capital markets by SEBI.

Where PAN details in the Application Form and as entered into the electronic platform of the stock exchange(s), are not as per the records of the Depositories.

In case of Applicants applying for the NCDs in physical form, if the address of the Applicant is not provided in the Application Form.

ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities

will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has not named at least one

branch at that Specified City for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, to

deposit ASBA Applications (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-

Intermediaries).

For information on certain procedures to be carried out by the Registrar to the Issue for finalisation of the Basis of Allotment, see “-

Information for Applicants” on page 65 of this Prospectus Tranche- II. For information on payment of refunds, see “Terms of the Issue -

Payment of Refunds” on page 64 of this Prospectus Tranche- II.

ELECTRONIC REGISTRATION OF APPLICATIONS

(a) The Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs, as the case may

be, will register Applications using the online facilities of the Stock Exchange(s). There will be at least one online connection in each city where Applications are being accepted. Direct Online Applications will be registered by Applicants using the online

platform offered by the Stock Exchange(s). the Company, the Members of the Syndicate, Trading Members of the Stock

Exchange(s), Escrow Collection Bank(s) and the Registrar to the Issue are not responsible for any acts, mistakes or errors

or omission and commissions in relation to: (i) Applications accepted by the SCSBs, (ii) Applications uploaded by the

SCSBs, (iii) Applications accepted but not uploaded within the time permitted by the Stock Exchange(s) by the SCSBs, (iv)

Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts, (v) Applications

accepted by the Trading Members of the Stock Exchange(s), or (vi) any Online Direct Applications.

(b) In case of apparent data entry error by the Lead Managers, Members of the Syndicate, Trading Members of the Stock Exchange(s), Escrow Collection Bank(s) or Designated Branches of SCSBs, as the case may be, in entering the Application Form number in

their respective schedules other things remaining unchanged, the Application Form may be considered as valid and such

exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange.

(c) The Stock Exchange(s) will offer an electronic facility for registering Applications, which will be available during the Issue Period

on the terminals of the Consortium Members and Sub-Consortium Members, Trading Members of the Stock Exchange(s) and the SCSBs. The Members of the Syndicate and Trading Members of the Stock Exchange(s) can also set up facilities for offline

electronic registration of Applications subject to the condition that they will subsequently upload the offline data file into the

online facilities for Applications on a regular basis, and before the expiry of the allocated time on the Tranche Issue Closing Date. On the Tranche Issue Closing Date, the Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated

Branches of SCSBs will upload Applications until such time as may be permitted by the Stock Exchange(s). This information will

be available with the Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs on a regular basis. A high inflow of Applications on the Tranche Issue Closing Date may lead to some Applications received

on such day not being uploaded; such Applications will not be considered for allocation. Applicants are therefore advised

to submit their Applications well in advance of the closing time of acceptance of Applications on the Tranche Issue Closing

Date. For further information on the Issue programme, see “Terms of the Issue – Issue Period” on page 33 of this Prospectus

Tranche- II.

(d) At the time of registering each Application, other than ASBA Applications and Direct Online Applications, the Members of the

Syndicate or Trading Members of the Stock Exchange(s) will enter the requisite details of the Applicants in the online system including:

Application Form number

PAN of the sole/first Applicant

Investor category and sub-category

DP ID

Client ID

Series of NCDs applied for

Number of NCDs Applied for in each Series of NCD

Price per NCD

Application amount

Cheque number

(e) With respect to ASBA Applications submitted directly to the SCSBs at the time of registering each Application, the Designated

Branches will enter the requisite details of the Applicants in the online system including:

64

Application Form number

PAN of the sole/first Applicant

Investor category and sub-category

DP ID

Client ID

Series of NCDs applied for

Number of NCDs Applied for in each Series of NCD

Price per NCD

Bank code for the SCSB where the ASBA Account is maintained

Bank account number

Application amount

(f) With respect to ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities, at the time of registering each Application, the requisite details of the Applicants will be entered in the online

system including:

Application Form number

PAN of the sole/first Applicant

Investor category and sub-category

DP ID

Client ID

Series of NCDs applied for

Number of NCDs Applied for in each Series of NCD

Price per NCD

Bank code for the SCSB where the ASBA Account is maintained

Location of Specified City

Bank account number

Application amount

(g) A system generated acknowledgement slip will be issued to the Applicant as a proof of the registration of each Application. It is

the Applicant’s responsibility to obtain the acknowledgement slip stamped with date from the Members of the Syndicate,

Trading Members of the Stock Exchange(s) and Designated Branches of the SCSBs, as the case may be. Registration of the

Application by the Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of

SCSBs, as the case may be, does not guarantee that NCDs will be allocated/Allotted by the Company. The

acknowledgement slip will be non-negotiable and by itself will not create any obligation of any kind.

(h) Applications can be rejected on the technical grounds listed on page 62 of this Prospectus Tranche- II or if all required information is not provided or the Application Form is incomplete in any respect.

(i) The permission granted by the Stock Exchange(s) to use their network and software of the online system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by the Company and/or the Lead

Managers are cleared or approved by the Stock Exchange(s); nor does it in any manner warrant, certify or endorse the correctness

or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of the Company, the management or any scheme or project of the Company; nor does it in any

manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Shelf Prospectus; nor does

it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange(s).

(j) Only Applications that are uploaded on the online system of the Stock Exchange(s) will be considered for allocation/Allotment.

The Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs will capture all data relevant for the purposes of finalising the Basis of Allotment while uploading Application data in the electronic systems of

the Stock Exchange(s). In order that the data so captured does not match with the Depository details, the Members of the

Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs will have up to one Working Day after the Tranche Issue Closing Date to modify/verify certain selected fields uploaded in the online system during the Issue Period after

which the data will be sent to the Registrar to the Issue for reconciliation with the data available with the NSDL and CDSL.

BASIS OF ALLOTMENT

Please refer “Terms of the Issue – Basis of Allotment” on page 35 of this Prospectus Tranche- II.

PAYMENT OF REFUNDS

Please refer “Terms of the Issue – Payment of Refunds” on page 64 of this Prospectus Tranche- II.

ALLOTMENT OF NCDs AND ISSUANCE OF ALLOTMENT ADVICE

The Company reserves, in its absolute and unqualified discretion and without assigning any reason therefor, the right to reject any

Application in whole or in part. The unutilised portion of the Application Amount(s) will be refunded to the Applicant by an account payee cheque/demand draft. In case the cheque payable at par facility is not available, the Company reserves the right to adopt any other suitable

mode of payment.

The Company will use best efforts to ensure that all steps for completion of the necessary formalities for Allotment, listing and

commencement of trading at the Stock Exchange(s) where the NCDs are proposed to be listed are taken within 12 Working Days of the

Tranche Issue Closing Date. The Company will ensure dispatch of Allotment Advice/refund orders within 12 Working Days of the Tranche Issue Closing Date and/or issue instructions for credit of NCDs to the respective beneficiary accounts with DPs for successful Applicants who

65

have been Allotted NCDs in dematerialised form within 12 Working Days of the Tranche Issue Closing Date. Allotment Advice for

successful Applicants who have been Allotted NCDs in dematerialised form will be mailed to their addresses (in India) as per the

Demographic Details received from the Depositories.

The Company will credit the Allotted NCDs to the respective beneficiary accounts/dispatch the Allotment Advice/refund orders, as the case may be, by speed/registered post at the Applicant’s sole risk within 12 Working Days of the Tranche Issue Closing Date and shall list the

NCDs within 12 Workings Days as prescribed by SEBI. The Company in default will be liable to pay interest at the applicable rate for delay

beyond 8 days from the time the Company becomes liable to repay any amount on account of refund, as may be prescribed under the Companies Act, 1956/ Companies Act, 2013. The Company will provide adequate funds required for dispatch of refund orders and Allotment

Advice, as applicable, to the Registrar to the Issue.

OTHER INFORMATION

Information for Applicants

In case of ASBA Applications submitted to the SCSBs, in terms of SEBI circular dated April 22, 2010, the Registrar to the Issue will

reconcile the compiled data received from the Stock Exchange(s) and all SCSBs, and match the same with the Depository database for correctness of DP ID, Client ID and PAN. The Registrar to the Issue will undertake technical rejections based on the electronic details and the

Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with

the Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per the Depository records for such ASBA Applications or treat such ASBA Applications as rejected.

In case of ASBA Applicants submitted to the Members of the Syndicate and Trading Members of the Stock Exchange(s) at the Specified

Cities, the Basis of Allotment will be based on the validation by the Registrar to the Issue of the electronic details with the Depository

records, and the complete reconciliation of the final certificates received from the SCSBs with the electronic details in terms of SEBI circular

dated April 29, 2011. The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the

Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per the Depository records or treat such ASBA Application as rejected.

In case of non-ASBA Applications and Direct Online Applications, the Basis of Allotment will be based on the validation by the Registrar to the Issue of the electronic details with the Depository records, and the complete reconciliation of the final certificates received from the

Escrow Collection Bank(s) with the electronic details in terms of SEBI circular dated April 22, 2010 and SEBI circular dated April 29, 2011.

The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the Designated Stock Exchange, the

Lead Managers, the Registrar to the Issue, reserves the right to proceed as per the Depository records or treat such Applications as rejected.

Based on the information provided by the Depositories, the Company will have the right to accept Applications belonging to an account for

the benefit of a minor (under guardianship). In case of Applications for a higher number of NCDs than specified for that category of

Applicant, only the maximum amount permissible for such category of Applicant will be considered for Allotment.

Withdrawal of Applications during the Issue Period

Withdrawal of Direct Online Applications

Direct Online Applications may be withdrawn in accordance with the procedure prescribed by the Stock Exchange(s).

Withdrawal of ASBA Applications

ASBA Applicants may withdraw their ASBA Applications during the Issue Period by submitting a request in writing to a Member of the

Syndicate, Trading Member of the Stock Exchange(s) or a Designated Branch of an SCSB, as the case may be, through whom the ASBA

Application had been placed. In case of ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities, on receipt of the request for withdrawal from the ASBA Applicant, the relevant Member of the Syndicate

or Trading Member of the Stock Exchange(s), as the case may be, will do the requisite, including deletion of details of the withdrawn ASBA

Application Form from the electronic platform of the Stock Exchange(s). In case of ASBA Applications submitted directly to the Designated Branch of the SCSB, on receipt of the request for withdrawal from the ASBA Applicant, the relevant Designated Branch will do the requisite,

including deletion of details of the withdrawn ASBA Application Form from the electronic platform of the Stock Exchange(s) and unblocking

funds in the ASBA Account directly.

Withdrawal of Non-ASBA Applications (other than Direct Online Applications)

Non-ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request in writing for the same to the

Member of the Syndicate or Trading Member of the Stock Exchange(s), as the case may be, through whom the Application had been made.

On receipt of the request for withdrawal from the Applicant, the relevant Member of the Syndicate or Trading Member of the Stock

Exchange(s), as the case may be, will do the requisite, including deletion of details of the withdrawn Non-ASBA Application Form from the

electronic platform of the Stock Exchange(s).

Withdrawal of Applications after the Issue Period

In case an Applicant (ASBA as well as Non-ASBA) wishes to withdraw an Application after the Issue Closing Date, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the Basis of Allotment. The Registrar to the Issue will

delete the withdrawn Application from the electronic file provided by the Stock Exchange(s) and a) issue instruction to the Refund Banker for

refund of application amount (in case of Non-ASBA Application) b) SCSB for unblocking the ASBA Account (in case of ASBA Applications).

66

Revision of Applications

Applicants may revise/modify their Application details during the Issue Period, as allowed/permitted by the Stock Exchange(s), by submitting

a written request to a Member of the Syndicate/Trading Member of the Stock Exchange(s)/Designated Branch of an SCSB, as the case may

be. However, for the purpose of Allotment, the date of original upload of the Application will be considered in case of such revision/modification. Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on the

Tranche Issue Closing Date. In case of any revision of Application in connection with any of the fields which are not allowed to be

modified on the online Application platform of the Stock Exchange(s) as per the procedures and requirements prescribed by each

relevant Stock Exchange, Applicants should ensure that they first withdraw their original Application and submit a fresh

Application. In such a case the date of the new Application will be considered for date priority for Allotment purposes.

Depository Arrangements for Applicants Applying for Allotment in Dematerialised Form

The Company has made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. Tripartite

Agreements have been executed between the Company, the Registrar to the Issue and both the Depositories. As per the Depositories Act, NCDs issued by us can be held in a dematerialised form. In this context:

i. The Company has entered into Tripartite Agreements dated November 9, 2011 with the Registrar to the Issue and NSDL and dated November 3, 2011 with the Registrar to the Issue and CDSL, respectively for offering depository option to the Applicants.

ii. An Applicant must have at least one beneficiary account with any of the DPs of NSDL or CDSL prior to making the Application.

iii. The Applicant must necessarily provide the DP ID and Client ID details in the Application Form.

iv. NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicant’s respective beneficiary account(s)

with the DP.

v. Applications can be in single or joint names (not exceeding three names). If the Application Form is submitted in joint names,

Applicants should ensure that the demat account is also held in the same joint names, and the names are in the same sequence in which they appear in the Application Form.

vi. Non-transferable Allotment Advice/refund orders will be directly sent to the Applicant by the Registrar to the Issue.

vii. It may be noted that NCDs in electronic form can be traded only on Stock Exchange(s) having electronic connectivity with NSDL

or CDSL. BSE and NSE have connectivity with NSDL and CDSL.

viii. Interest or other benefits with respect to NCDs held in dematerialised form will be paid to those NCD holders whose names appear

on the list of beneficial owners provided by the Depositories to us as on Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/book closure date, the Company would keep in

abeyance the payment of interest or other benefits, until such time that the beneficial owner is identified by the Depository and

conveyed to the Company, whereon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

ix. Trading of the NCDs on the floor of the Stock Exchange(s) will be in dematerialised form only.

See “- Instructions for completing the Application Form - Applicant’s Beneficiary Account and Bank Account Details” on page 54 of this

Prospectus Tranche- II

The NCDs will cease to trade from the Record Date prior to the Maturity Date.

Trading of NCDs on the floor of the Stock Exchange(s) will be in dematerialised form only in multiples of one NCD.

Allottees will have the option to re-materialise the NCDs Allotted in the Tranche- II Issue as per the Companies Act, 2013 and the Depositories Act.

Interest in case of Delay

The Company undertakes to pay interest in connection with any delay in Allotment, dematerialised credit and refunds, beyond the time limits

prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under applicable statutory and/or regulatory requirements.

Impersonation

Please refer “Terms of the Issue – Impersonation” on page 44 of this Prospectus Tranche- II.

Pre-closure/Extension

The Company, in consultation with the Lead Managers, reserves the right to close or extend the Tranche- II Issue at any time prior to the Tranche Issue Closing Date. In the event of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall

ensure that public notice of such early closure/extension is published on or before such early date of closure or the Tranche Issue Closing

Date, as applicable, through advertisement(s) in a leading national daily newspaper. The Company will Allot NCDs with respect to the Applications received at/until the time of such pre-closure in accordance with the Basis of Allotment as described in “- Basis of Allotment”

on page 35 of this Prospectus Tranche- II.

67

Filing of the Shelf Prospectus and Prospectus Tranche- II with the RoC

A copy of the Shelf Prospectus and this Prospectus Tranche- II has been filed with RoC in accordance with Section 26 and Section 31 of the

Companies Act, 2013 and the Shelf Prospectus shall be valid for a period not exceeding one year from the first Tranche Issue Opening Date.

Communications

Communications in connection with Applications made in the Tranche- II Issue should be addressed to the Registrar to the Issue, quoting all relevant details including the full name of the sole/first Applicant, Application Form number, Applicant’s DP ID, Client ID and PAN, number

of NCDs applied for, date of the Application Form, name and address of the Member of the Syndicate, Trading Member of the Stock

Exchange(s) or Designated Branch of the SCSB, as the case may be, where the Application was submitted, and cheque/draft number and issuing bank thereof, or with respect to ASBA Applications, the ASBA Account number in which an amount equivalent to the Application

Amount was blocked.

Applicants may contact the Compliance Officer and/or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such

as non-receipt of Allotment Advice, refunds, interest on Application Amount or credit of NCDs in the respective beneficiary accounts, as the

case may be.

Grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB. Grievances

relating to Direct Online Applications may be addressed to the Registrar to the Issue, with a copy to the relevant Stock Exchange.

68

SECTION IV – OTHER INFORMATION

RECENT MATERIAL DEVELOPMENTS

Other than as described below, there are no recent material developments in relation to the Company since the filing of the Shelf Prospectus with the ROC, Stock Exchanges and SEBI, including in respect of disclosure under the sections titled “Risk Factors”, “Selected Financial

Information”, “Capital Structure”, “Industry Overview”, “Business”, History and Certain Corporate Matters”, “Management”,

“Promoter”, “Description of Certain Indebtedness”, “Regulations and Policies”, “Outstanding Litigation”, “Material Developments”, “Main Provisions of the Articles of Association” and Annexure A, B, C, D and E of the Shelf Prospectus. The Company further confirms

that the Prospectus contains all material disclosures which are true and adequate to enable prospective investors to make an informed

investment decision in the Tranche- II Issue, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

I. RISK FACTORS

The Company has disclosed in the Shelf Prospectus, the Reformatted Financial Statements for the Fiscal ended March 31, 2014,

March 31, 2013, March 31, 2012, March 31, 2011 and March 31, 2010. In light of the above, Investors should note the following additional risk factor in relation to this Issue which shall be read together with “Annexure C: Limited Review Report on

Unaudited Financial Results for the period ended September 30, 2014 together with the Unaudited (Standalone) Financial

Results for the half year ended September 30, 2014” of this Prospectus Tranche- II, in addition to the risk factors disclosed in the section titled “Risk Factors” on page 9 of the Shelf Prospectus.

Our financial results for the half year ended September 30, 2014 have been subjected to limited review by our statutory

auditors, and the audited results for the same period may be materially different from the present results.

In terms of the SEBI Regulations and the listing agreement entered into between us and the Stock Exchanges, where our securities are currently listed, we prepare half yearly financial results subject to limited review by our statutory auditors in the format

specified in the listing agreement. Accordingly, we have disclosed in the Limited Review Financial Statements for the Half Year ended September 30, 2014 as “Annexure C” of this Prospectus Tranche- II. However, we cannot assure you that our actual

audited results for the same period will not be materially different from the Limited Review Financial Statements.

II. CAPITAL STRUCTURE

Public Issue of Bonds

On October 13, 2014, the Company filed the Prospectus Tranche- I with the RoC, SEBI, Designated Stock Exchange and NSE for

the Tranche- I Issue. The Tranche- I Issue opened for subscription on October 20, 2014 and closed for subscription on November 21, 2014, pursuant to which an aggregate amount of Rs. 1209.187 crore was raised by the Company under the Tranche- I Issue.

The Deemed Date of Allotment for Tranche- I Issue was December 1, 2014.

List of top 10 holders of Equity Shares of the Company as on December 12, 2014:

S. No. Name of the Shareholder No. of Equity Shares

held

No. of Equity Shares

in Demat form

Total Shareholding as

% of total number of

Equity Shares

1. President of India 92,30,00,000 92,30,00,000 55.53

2. Life Insurance Corporation of India 6,19,44,644 6,19,34,044 3.73

3. Government Pension Fund Global 2,54,37,454 2,54,37,454 1.53

4. Nippon Investment and Finance Company Private Limited

1,85,20,000 1,85,20,000 1.11

5. Goldman Sachs Investments

(Mauritius) I Limited

1,77,93,413 1,77,93,413 1.07

6. General Insurance Corporation of

India

1,65,02,700 1,65,00,000 0.99

7. Canara Bank-Mumbai 1,47,56,746 1,26,41,746 0.89

8. Swiss Finance Corporation (Mauritius) Limited

1,22,75,022 1,22,75,022 0.74

9. MV SCIF Mauritius 1,20,51,895 1,20,51,895 0.73

10. Central Bank of India 1,11,49,026 1,11,49,026 0.67

Total 1,11,34,30,900 1,11,13,02,600 66.99

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List of Top 10 holders of bonds

The Top 10 holders of bonds, on a cumulative basis for all outstanding bonds, as at December 12, 2014:

S. No. Name of bond holder Number of

Instrument held

Face Value

Per Bond

Amount

(Rs. in crore)

%age

1 State Bank of India 150 10,00,000 589.83 6.22

47,48,342 1,000

10,00,000 1,000

2 LIC of India 25,61,050 1,000 573.66 6.05

31,756 1,00,000

3 Indian Oil Corporation Limited-

Employees PRMB Fund

2,000 10,00,000 260.00 2.74

60,000 10,000

4 Punjab National Bank 250 10,00,000 216.64 2.29 300 1,00,000

18,86,456 1,000 5 Food Corporation of India CP Fund

Trust 1,447 10,00,000 214.70 2.27 2,100 1,00,000

10,000 25,000

20,000 10,000

8,000 5,000

6 Indian Oil Corporation Limited (RD)

Employees PF 1,099 10,00,000 175.91 1.86 5,401 1,00,000

12,000 10,000 7 The South Canara District Central

Cooperative Bank 1,750 10,00,000 175.00 1.85

8 Bank of Baroda 13,06,000 1,000 167.05 1.76

3,645 1,00,000 9 Board of Trustees MSRTC CPF 938 10,00,000 155.20 1.64

6,14,000 1,000 10 Trustees GEB's CP Fund 8,000 10,00,000 138.65 1.46

3,161 1,00,000 6,640 10,000

1,64,000 1,000

III. BUSINESS

1. Key financial parameters on standalone basis for the last three audited years and unaudited period of six months

ended on September 30, 2014:

(Rs. in crore)

S. No. Particulars Half year

ended

September

30, 2014

Fiscal 2014 Fiscal 2013 Fiscal 2012

1. Net worth* 6,065.71 5,798.32 5,490.10 4,323.71

2. Total Debt Of which:

- Non-current maturities of Long Term Borrowing

- Short Term Borrowing - Current Maturities of Long Term Borrowings

22,096.70

18,124.37

837.41 3,134.92

20,769.74

17,342.11

247.95 3,179.68

17,915.25

14,224.67

14.68 3,675.90

21,337.77

17,474.98

384.44 3,478.35

3. Net Fixed Assets 1,145.40 1,147.12 1,172.59 1,165.92

4. Non-Current Assets 25,813.28 24,367.73 18,618.25 20,766.77

5. Cash and Cash Equivalents 337.76 535.83 605.62 398.61

6. Current Investments 1,755.84 1,761.67 2,686.21 1,646.72

7. Current Assets 4,794.65 4,621.58 7,263.16 7417.03

8. Current Liabilities 4,969.60 4497.98 4849.61 4954.89

9. Assets under Management 20,981.60 18,635.11 14,279.92 16,943.01

10. Off Balance Sheet Assets Nil Nil Nil Nil

11. Interest Income 1,440.10 2,395.53 2,336.43 2,415.90

12. Interest Expense 1,004.32 1,659.52 1,812.79 1,864.77

13. Provisioning and Write-offs 195.80 520.39 165.15 (112.71)

14. PAT 268.26 508.10 450.87 663.62

15. Gross NPA (%)# 12.44% 17.26% 22.16% 13.51%

16. Net NPA (%) 9.01% 11.39% 10.18% 1.92%

17. Tier I Capital Adequacy Ratio (%) 13.83% 13.91% 15.31% 12.82%

18. Tier II Capital Adequacy Ratio (%) 6.65% 7.45% 8.57% 8.44%

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* Including shareholding of IFCI Employees Stock Option Trust is Rs. 2.23 crore, Rs. 1.72 crore and Rs. 1.10 crore for the Fiscal

2013, 2014 and half year ended September 30,2014, respectively. # In Fiscal 2014 and half year ended September 30, 2014, Gross NPA’s are excluding technical write off.

IV. HISTORY, MAIN OBJECTS AND CERTAIN CORPORATE MATTERS

The Board of Directors of MPCON as on December 17, 2014 is as follows:

S. No. Name of the Director Designation

1 Shri Achal Kumar Gupta Chairman

2 Shri Surajit Roy Managing Director

3 Shri V D Dewan Nominee Director

4 Shri Piyush Mathur Nominee Director

5 Shri Satish Nema Nominee Director

6 Shri Subodh Dave Nominee Director

7 Shri Nagesh Srivastava Nominee Director

8 Shri Tarun Kanti Pal Nominee Director

9 Shri R G Dwivedi Nominee Director

10 Shri Arun Kumar Bhatt (IAS) Nominee Director

The Board of Directors of SHCIL as on December 17, 2014 is as follows:

S. No. Name of the Director Designation

1 Shri Malay Mukherjee Chairman

2 Shri Ramesh N.G.S Managing Director & CEO

3 Shri Prakash P. Mallya Independent Director (Non- Executive)

4 Shri Sudhir Garg Non Executive Director representing IFCI Limited

5 Shri Pravin Kutumbe Non executive Director representing LIC of India

6 Shri M.S. Sundra Rajan Independent Director(Non- Executive)

7 Shri M.V. Nair Independent Director(Non- Executive)

8 Shri C.M Dixit Independent Director(Non- Executive)

9 Shri Gautam Sen Independent Director(Non- Executive)

10 Shri B. Baburao Independent Director representing SU-UTI

11 Shri Segar Sampathkumar Independent Director representing GIPSA

The Board of Directors of SPL as on December 17, 2014 is as follows:

S. No. Name of the Director Designation

1 Shri Ramesh N.G.S Non Executive Chairman

2 Shri Sanjeev Vivrekar Managing Director & CEO

3 Shri Gaurishankar Prasad Sinha Director

4 Shri Rohinton Hirji Mewawala Director

Shri L. Viswanathan Nominee Director

6 Shri Umesh Punde Director

7 Shri Jagdish Thakur Director

8 Smt Meena Pednekar Director

9 Shri Venkataraman Iyer Director

The Board of Directors of the HIMCON as on December 17, 2014 is as follows:

S. No. Name of the Director Designation

1 Shri Achal Kumar Gupta Chairman

2 Shri Samik Dasgupta Managing Director

3 Shri Rajender Singh (IAS) Director

4 Shri S.S. Guleria, (IAS) Director

5 Shri V.K. Goyal Director

6 Shri B.D. Suyal (IFS) Director

7 Shri Vibhor Swaroop Director

The Board of Directors of HARDICON Limited as on December 17, 2014 is as follows:

S. No. Name of the Director Designation

1 Shri Achal Kumar Gupta Chairman

2 Shri Sachikanta Mishra Director

3 Shri Salil Narang Director

4 Shri R.P.Kaushik Director

5 Shri Sanjay Naveen Gowan Director

6 Shri Vinay Kumar Agrawal Director

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The Board of Directors of RAJCON as on December 17, 2014 is as follows:

S. No Name of the Director Designation

1 Shri Achal Kumar Gupta Chairman

2 Shri D.K. Jain Managing Director

3 Shri P.D. Agarwal Director

4 Shri R.K. Zutshi COO & Director

5 Shri Pramod Kumar Vijavargia Director

6 Shri Dinesh M. N., IPS Director

7 Shri N.K. Arora Director

8 Shri S.K. Pandit Director

9 Shri H.R.Srivastava Director

The Board of Directors of KITCO Limited as on December 17, 2014 is as follows:

S. No. Name of the Director Designation

1. Mr. Rakesh Rewari Chairman

2. Mr. Cyriac Davies Managing Director

3. Mr. A C Sahu Director

4. Mr. T P Thomaskutty Director

5. Mr. Perumal G Jayashankar Director

6. Mr. Tom Jose, IAS Director

7. Mr. K S Srinivas, IAS Director

8. Mr. Abraham Lincoln (Indian Bank has withdrawn the nomination and nominated Ms Sheela S which

will be placed in the ensuing Board Meeting)

Director

9. Mr. R Nellaiapan Director

V. MANAGEMENT

Changes in Other Directorships of the Directors:

1. Mr. Achal Kumar Gupta, Deputy Managing Director of our Company has been appointed as the director on the board

of HARDICON Limited, Rajasthan Consultancy Organisation Limited and Himachal Consultancy Organisation Limited.

2. Ms. Savita Mahajan, an Independent Director on the Board of our Company has been appointed as the director on the board of Orient Green Power Company Limited.

3. Prof. N. Balakrishnan, a Non Executive Director on the Board of our Company has been appointed as the director on the board of Indian Institute of Information Technology and Management Kerala.

Debenture/ Subordinated Debt holding of the Directors:

Details of the debentures/subordinated debts held in our Company by our Directors, as on December 12, 2014 are provided

below:

Name of the

Director

Permanent Account

Number(PAN)

Issue Name No. of

Bonds

Face Value

per Bond

(in Rs.)

Amount of

Bonds

(in Rs.)

Mode of

Allotment

Shri P. G.

Muralidharan

ACYPG5977E IFCI-V Option I 4 5,000 20,000 Physical

Shri Malay Mukherjee

AANPM3876F Infra-II Option II

4 5,000 20,000 Demat

IFCI-IV Option I 4 5,000 20,000 Demat

NCD 100 1,000 1,00,000 Demat

Shri Achal Kumar Gupta

ACJPG8945M NCD 100 1,000 1,00,000 Demat

VI. MATERIAL LITIGATIONS

1. Our Company has filed an original application against Murli Industries Limited before the Hon’ble Debt Recovery

Tribunal, Delhi (IFCI Limited Vs Murli Industries Limited [O.A. No. 92/2011]) for the recovery of the dues of our

Company amounting to Rs. 35.56 crore (approx.). The Hon’ble Delhi High Court vide its order dated 20.09.2013 passed in writ petition No. 2864/ 2011, instituted by Murli Industries Limited against our Company, allowed the entire

amount of Loan – I and some portion of Loan II to be restored, and our Company was further directed to maintain the

pledged shares in a demat account. Accordingly, our Company kept the pledged shares of Murli Industries Limited, in a Demat Account and filed an application for modification of the claim amount pursuant to the restoration of entire

corporate Loan Account – I and some portion of Corporate Loan Account – II. Under the amendment to the aforesaid

original application filed by our Company, our Company has sought to recover an amount of Rs. 105.23 Crore (approx.). Reply and rejoinder is to be filed. The next date of hearing has been fixed for13.01.2015.

72

2. Our Company has initiated proceedings under the provisions of SARFAESI Act against Marine Drive Hospitality &

Realty Private Limited (MDHRPL), for the recovery of the dues of our Company to the tune of Rs. 190.05 crore

(approx.). MDHRPL has preferred an Securitisation Application (Marine Drive Hospitality & Realty Private Limited

Vs IFCI Limited [S.A. No. 7/ 2014]) before the Hon’ble Debt Recovery Tribunal, Mumbai against the said proceedings

of our Company under the SARFAESI Act. The Hon’ble Debt Recovery Tribunal, Mumbai vide its order dated 18.07.2014 stayed the proceedings initiated by our Company under the SARFAESI Act, subject to MDHRPL

depositing 20% of amount claimed in the demand notice issued by our Company within 6 weeks, and further 20%

within 6 weeks thereafter. Being aggrieved by the aforesaid order dated 18.07.2014, MDHRPL preferred an appeal before the Hon’ble Debt Recovery Appellant Tribunal, Mumbai (Marine Drive Hospitality & Realty Private Limited

Vs. IFCI Limited [Appeal No. 155/2014]) and interalia prayed for: (a) quashing and setting aside of the said order

dated 18.07.2014, and (b) restraint order against our Company from initiating any further enforcement action against the assets of MDHRPL. Appeal of MDHRPL has been allowed on 29.09.2014. The financial asset of MDHRPL has

been assigned by the Company to Edelweiss Asset Reconstruction Company Limited vide assignment agreement dated

30.09.2014.

3. Our Company has also filed an Original Application before the Hon’ble Debt Recovery Tribunal, Delhi (IFCI Limited

Vs Marine Drive Hospitality & Realty Private Limited (MDHRPL) [O.A. No. 260/ 2014]) for recovery of its claims amounting to Rs. 184.25 crore (approx.) against MDHRPL. The Hon’ble Debt Recovery Tribunal, Delhi vide its order

dated 08.09.2014 directed Mr. Vinod Goenka to maintain status quo in respect of 16,32,108 equity shares held by him

in MDHRPL. The Hon’ble Debt Recovery Tribunal, Delhi further issued a show cause notice as to why receiver shall not be appointed for inspecting the mortgaged property. Further the Hon’ble Debt Recovery Tribunal, Delhi also

directed the guarantor, Hilton Hotel to furnish the security to our Company to the tune of its dues against MDHRPL

failing which the defendant has been directed to show cause as to why restrain order shall not be passed against its

property the Defendants have been directed to file their written statement before 18.11.2014. The financial asset of

MDHRPL has been assigned by the Company to Edelweiss Asset Reconstruction Company Limited vide assignment

agreement dated 30.09.2014.

4. Our Company has initiated proceedings under the provisions of SARFAESI Act against TRS Technology Private Limited (TTPL), for the recovery of the dues of our Company to the tune of Rs. 75.74 crore. Our Company has taken

physical possession of the secured assets on 18.02.2014 against which, TTPL preferred a Securitisation Application

before the Hon’ble Debt Recovery Tribunal, Ranchi (TRS Technology Private Limited Vs IFCI Limited [SA No. 57, 2014]) against the said action initiated by our Company. Reply has been filed by our Company to the said

Securitisation Application. The matter is next fixed for filing of rejoinder by TTPL on 12.01.2015.

5. Our Company has filed a criminal complaint against REI Agro Limited (“RAL”) under Section 138 of the Negotiable

Instruments Act, 1881 (IFCI Limited Vs REI Agro Limited and Ors. [CC No. 3547/ 2014]) before the Court of Hon’ble

Metropolitan Magistrate, Saket for dishonour of a cheque for the amount of 40.73 crore. The Hon’ble Court was pleased to issue summons against the RAL and its Managing Director. The matter is presently pending adjudication.

6. Our Company has filed Original Application against RAL before the Hon’ble Debt Recovery Tribunal, Delhi (IFCI Ltd Vs REI Agro Limited & Ors. [O.A. No. 323/2014]) for the recovery of the dues of our Company amounting to Rs.

40.75 crore (approx.). Notice has been issued and an interim restraint order has been granted against the Defendants in

respect of the mortgaged properties. The matter is currently pending adjudication.

7. The compulsory convertible debentures (CCD), which have a face value of Rs. 10 lakh and were issued to our

Company for cash value of Rs.100.00 crore, by Coastal Project Limited (“CPL”). There was a default in redemption of the CCD by the CPL and accordingly, our Company filed a petition before the Hon’ble High Court of Delhi (IFCI

Limited vs. S. Surender and another [O.M.P 1087 of 2012]). The Hon’ble High Court of Delhi vide its order dated

23.11.2012 restrained CPL and its promoters from disposing of 21 immovable properties. Subsequently, the said proceedings were adjourned sine die in view of the reschedulement of terms and conditions of settlement entered into

between our Company and CPL. However, in view of the default in settlement terms, our Company has filed an

application for restoration of the injunction granted by the Hon’ble High Court of Delhi on the immovable properties of CPL and its Promoters vide order dated 23.11.2012, which is allowed vide order dated 09.09.2014 and the Court has

directed the Company to maintain the status quo in respect of the properties.

8. Our Company has filed an Original Application against CPL before the Hon’ble Debt Recovery Tribunal, Delhi (IFCI

Limited Vs Coastal Projects Limited [O.A. 230/ 2014]), for recovery of its outstanding dues to the tune of Rs. 108.54

crore. The Notice has been issued and the matter is pending. The next date of hearing is 06.02.2015.

9. Our Company has filed an Original Application against MVL Limited (“MVL”) and its guarantors before the Hon’ble

Debt Recovery Tribunal, Delhi (IFCI Limited Vs MVL Limited [204/2012]) for recovery of its dues amounting to Rs. 49.23 crore (approx.) alongwith interest. Our Company has obtained attachment order for 76 flats at Bhiwadi,

Rajasthan and also land at Yamunagar. Pursuant to that MVL came forward and mortgaged the 76 flats to IFCI Limited

with IL&FS Trusteeship Private Limited, as security trustee (for the benefit of our Company) and came up with

restructuring proposal and made certain payments. The restructuring proposal has been revoked and the Original

Application is listed for completion of pleadings before the Registrar. In the meanwhile, MVL filed counter claim

before the Hon’ble Debt Recovery Tribunal, Delhi claiming the reduction in the price of shares pledged with the Company. The matter is currently pending. IFCI has also taken symbolic possession of 76 flats located at MVL Coral

project at Bhiwadi on 03.12.2014. IFCI has also issued winding up notice to the company.

10. Our Company has filed an Original Application against Ess Ess Exim Private Limited (EEEPL) before the Hon’ble

Debt Recovery Tribunal, Delhi (IFCI Limited Vs Ess Ess Exim Private Limited [O.A. No. 53/ 2012]) for recovery of

its dues of Rs. 49.20 crore (approx.). Our Company had lend a corporate loan to EEEPL, for the purpose of investment in its flagship company i.e. Surya Pharmaceutical Limited (SPL) for providing growth capital for the expansion plan. In

April 2012, SPL was admitted to corporate restructuring, due to liquidity problem. Pursuant thereto, our Company

73

invoked the pledge of shares of SPL and sold the pledged shares. EEEPL filed an application for the stay of sale of

shares before Hon’ble Debt Recovery Tribunal which was dismissed, subsequently EEEPL filed appeal before Hon’ble

Debt Recovery Appellant Tribunal, which also upheld the sale of pledged shares by our Company. The Appeal has

been dismissed by DRAT, Delhi on 26.11.2014.

11. EEEPL has also filed application before the Hon’ble Debt Recovery Tribunal, Delhi for the amendment of written

statement filed in the Original Application viz. O.A No. 53/2012, and made a counter claim of Rs. 29.82 crore

(approx.) against our Company for the losses suffered by its due to the sale of shares of SPL, thereby causing the drastic reduction in the market price of the shares which in turn caused huge losses to SPL and EEEPL. The said

application was allowed by the Hon’ble Debt Recovery Tribunal, Delhi. Our Company has preferred an appeal before

the Hon’ble Debt Recovery Appellant Tribunal, Delhi against the said order. The said appeal has been dismissed by DRAT, Delhi on 26.11.2014.

12. Our Company has also subscribed to the Cumulative Convertible Preference Shares (CCPS) issued by NLL aggregating to Rs. 26.00 crore. Consequent to default in payments on CCPS, our Company filed an Original

Application against NLL and its promoters before the Hon’ble Debt Recovery Tribunal- I, Delhi (IFCI Limited vs.

Neesa Leisure Limited and others [O.A No. 192/2012]) for recovery of the CCPS facility of Rs. 40.78 crore (approx.). The Hon’ble Debt Recovery Tribunal was pleased to pass a restraint order in respect of properties of the promoters.

The matter is listed for arguments on 14.01.2015.

13. Our Company has made an equity investment of Rs. 85.00 Crore in Silver Resort Hotel India Pvt. Ltd (SRHIPL)

subscribing to 8,50,00,000 equity shares at Rs. 10 each. According to the terms of the investment the promoters had the

buyback obligations which they had failed to honour accordingly our Company has presented the cheques towards the

buyback obligations. As the cheques were dishonoured, our Company filed a various criminal complaints against the

SRHIPL and promoters u/s 138 of Negotiable Instrument Act, 1881 for dishonour of cheques amounting to Rs. 49.58

crore which were given as security by SRHIPL for return of investment and buyback obligation. Currently notice has been issued in the same and also the matter has been referred for mediation.

14. Our Company has filed an Original Application against Era Housing and Developers (I) Ltd. before the Hon’ble Debt

Recovery Tribunal, Delhi (IFCI Ltd Vs Era Housing and Developers (I) Ltd. & Ors. [O.A. No. 321/2014]) for the

recovery of the dues of our Company amounting to Rs. 92.00 crore (approx.). Notice has been issued and an interim restraint order has been granted against the Defendants in respect of the mortgaged properties. The matter is currently

pending adjudication.

15. Our Company has filed an Original Application against Hi-Point Investment and Finance (P) Ltd. before the Hon’ble

Debt Recovery Tribunal, Delhi (IFCI Ltd Vs Hi-Point Investment and Finance (P) Ltd. & Ors. [O.A. No. 322/2014])

for the recovery of the dues of our Company amounting to Rs. 55.00 crore (approx.). Notice has been issued and interim restraint order has been granted against the Defendants in respect of the mortgaged properties. The matter is

currently pending adjudication.

VII. REGULATIONS AND POLICIES

1. Reserve Bank of India, vide circular No. DNBR(PD) CC.No.002/03.10.001/2014-15 dated November 10, 2014, has

introduced certain significant changes in the regulatory framework for NBFCs. Henceforth, non-deposit taking NBFCs

having asset size of Rs.500 crore (as against Rs.100 crore earlier) and above, as per the last audited balance sheet, shall

be considered as Systemically Important Non-Deposit taking NBFCs (NBFC-ND-SI). Our Company shall continue to remain a NBFC-ND-SI as per the revised definition. The changes which may affect the financial position and

performance of IFCI in the future are enumerated below:

Provisioning for Standard Assets

At present, the NBFCs are required to make provision against standard assets at 0.25% of the outstanding

amount. The provision for standard assets for NBFCs-ND-SI and for all NBFCs-D, is being increased to

0.40%. The compliance to the revised norm will be phased in as given below:

0.30% by the end of March 2016

0.35% by the end of March 2017

0.40% by the end of March 2018

Classification of Assets

At present, an asset is classified as Non-Performing Asset when it has remained overdue for a period of six months or more for loans; and overdue for twelve months or more in case of lease rental and hire purchase

instalments.

For loans, the period of six months has been reduced to five months, four months and three months, for the financial years ended March 31, 2016, March 31, 2017 and March 31, 2018 & thereafter respectively.

Similarly, for lease rental and hire purchase assets, the period of twelve months has been reduced to 9

months, 6 months and 3 months for the financial years 2015-16, 2016-17 and 2017-18 & thereafter respectively.

For all loan and hire-purchase and lease assets, doubtful asset would mean an asset that has remained

substandard for a period exceeding 18 months. This period has now been reduced to 16 months, 14 months and 12 months for financial years 2015-16, 2016-17 and 2017-18 & thereafter respectively.

74

Capital Adequacy Norms

At present, NBFCs-ND-SI are required to have minimum CRAR of 15%. Consequently, Tier 1 capital cannot be less than 7.5%. While maintaining the CRAR at 15%, the revised guidelines require the minimum

Tier 1 capital to be increased to 8.5% by end of March 2016 and to 10% by end of March 2017.

Apart from the aforesaid significant changes, which may have bearing on financial position and performance of the

company in future, the revised regulatory framework also requires certain changes in Board Committees, putting in

place of fit and proper criteria for directors and additional disclosures in financial statements.

VIII. MISCLLANEOUS

1. The Board of Directors of our Company have in their meeting held on September 12, 2014 approved the proposal for

partial disinvestment of stake of our Company in TFCIL to the extent of 16.5% (limited to 2.5% in Fiscal 2015) i.e.

1,33,18,250 equity shares. Pursuant thereto, our Company has disinvested 2.5% shareholding aggregating to 20,17,850 equity shares by October 28, 2014. The Board of Directors of our Company have in their meeting held on December 9,

2014 approved the proposal for disinvestment of stake of our Company in TFCIL over and above the said ceiling of

2.5% upto aggregate of 16.50% without any time restraint. After the proposed partial disinvestment, our Company’s shareholding in TFCIL will stand reduced to 26% of its present equity share capital.

75

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Prospectus Tranche- II) which are or may be deemed material have been entered or are to be entered

into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the

Registered Office and Corporate Office of the Company situated IFCI Limited, IFCI Tower, 61 Nehru Place, New Delhi - 110 019, from 10.00 a.m. to 4.00 p.m. (Indian Standard Time), from the date of this Prospectus Tranche- II until the date of closure of the Tranche- II Issue.

MATERIAL CONTRACTS

1. Issue Agreement dated September 28, 2014 between the Company and the Lead Managers.

2. Registrar Agreement dated September 26, 2014 between the Company and the Registrar to the Issue, as amended and supplemented by Addendum to the Registrar Agreement dated October 11, 2014.

3. Debenture Trust Agreement dated September 26, 2014 between the Company and the Debenture Trustee for the Debenture

holders. 4. Tripartite Agreement dated November 3, 2011 between CDSL, the Company and the Registrar to the Issue.

5. Tripartite Agreement dated November 9, 2011 between NSDL, the Company and the Registrar to the Issue.

6. Escrow Agreement dated October 10, 2014, as amended and supplemented by First Addendum to the Escrow Agreement dated December 22, 2014 between Company, Lead Managers, Escrow Collection Banks, Refund Bank and Registrar to the Issue.

7. Consortium Agreement dated October 10, 2014, as amended and supplemented by First Addendum to the Consortium Agreement

dated December 22, 2014 between Company and Consortium Members.

MATERIAL DOCUMENTS

1. Memorandum and Articles of Association of the Company, as amended.

2. Certificate of Incorporation and Certificate of Commencement of business issued by the RoC to the Company in May 21, 1993 and

June 24, 1993, respectively. 3. Certificate of registration bearing No. B-14.00009 dated August 18, 2009 issued by RBI to the Company.

4. Certified True Copy of Resolution passed by the Shareholders of the Company at the general meeting held on August 27, 2014,

granting authority to the Board of Directors to borrow monies under Section 180(1)(c) of the Companies Act, 2013, from time to time.

5. Certified True Copy of the Resolution passed by the Board of Directors at its Meeting held August 12, 2014 authorising the Issue.

6. Certified True Copy of the Resolution dated October 7, 2014 passed by the Board of Directors through circulation to also include NSE as one of the stock exchanges on which the NCDs are proposed to be listed.

7. Certified True Copy of the Resolution passed by the Board of Directors at its Meeting held on October 13, 2014 approving the Shelf

Prospectus and Tranche Prospectus. 8. Certified True Copy of the Resolution passed by the Board Committee at its Meeting held on December 23, 2014 approving the

Tranche Prospectus- II.

9. Letter dated September 26, 2014 and December 22, 2014 by Brickwork assigning credit rating of “BWR AA- (Outlook: Stable)” to the NCDs.

10. Letter dated September 26, 2014 and December 22, 2014 by ICRA Limited assigning credit rating of “[ICRA]A (Stable)” to the

NCDs. 11. Consents of each of the Directors, Chief Financial Officer, Compliance Officer, Lead Managers, Legal Advisors to the Issue,

Registrar to the Issue, Consortium Members, Escrow Collection Banks, Refund Bank, Bankers to the Company, the Debenture

Trustee for the NCDs, Statutory Auditors, and the Credit Rating Agencies to include their names in the Shelf Prospectus/ Tranche Prospectus, in their respective capacities.

12. Consent of the Auditors, for inclusion of the report on the financial statements and for the Limited Review Reports including the

annexure and notes thereto, in the form and context in which they appear in the Shelf Prospectus and their statement on tax benefits mentioned herein.

13. Examination Report of the Auditor dated August 12, 2014 on Limited Review Financial Statements for the quarter ended on June

30, 2014. 14. Examination Report of the Auditor dated November 11, 2014 on Limited Review Financial Statements for the half year ended on

September 30, 2014. 15. Examination Report of the Auditor dated September 29, 2014 on Reformatted Standalone Financial Statements and Reformatted

Consolidated Financial Statements, prepared in accordance with the accounting standards generally accepted in India for Fiscal

2014, 2013, 2012, 2011 and 2010. 16. Annual Reports of the Company for the last 5 (five) Fiscals.

17. In-principle listing approval from BSE, through letter no. DCS/RK/PI-BOND/18/14-15 dated October 10, 2014. In-principle listing

approval from NSE, through letter no. NSE/LIST/252627-K dated October 10, 2014 and letter no. NSE/LIST/8117 dated December 22, 2014.

18. Due Diligence Certificate dated December 23, 2014 from each of the Lead Managers.

Any of the contracts or documents mentioned above may be amended or modified at any time, without reference to the Debenture

holders, in the interest of the Company in compliance with applicable laws.

76

DECLARATION

We, the undersigned Directors of the Company, hereby certify and declare that all relevant provisions of the Companies Act, 1956/ the

Companies Act, 2013 as applicable on the date of this Prospectus Tranche- II and rules made thereunder and the guidelines issued by the

Government of India and/ or the regulations/ guidelines/ circulars issued by the Reserve Bank of India and Securities and Exchange Board of India Act, 1992 as applicable, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008,

as amended, in connection with the Issue have been complied with.

We further certify that the disclosures and statements made in this Prospectus Tranche- II, which is to be read with the Shelf Prospectus, are

true and correct and do not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under

which they were made, misleading and that this Prospectus Tranche- II does not contain any misstatements. We further certify that the disclosures and statements made in this Prospectus Tranche- II are in conformity with the relevant provisions of the Companies Act, 2013 to

the extent applicable as on the date of this Trance Prospectus and rules made thereunder, Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008, as amended and nothing in the Prospectus Tranche- II, which is to be read with the Shelf Prospectus, is contrary to the provisions of the Companies Act, 1956/ the Companies Act, 2013, as applicable on the date of this Prospectus

Tranche- II, the Securities Contracts (Regulation) Act, 1956, or the Securities and Exchange Board of India, 1992 and the rules, regulations,

circulars or guidelines made/ issued thereunder.

Signed by the Board of Directors

1. Shri S.V. Ranganath* Non- Executive Chairman

2. Shri Malay Mukherjee Chief Executive Officer and Managing Director

3. Shri Achal Kumar Gupta Deputy Managing Director

4. Shri Anurag Jain

Government Director

5. Shri Alok Tandon

Government Director

6. Shri P G Muralidharan*

Director

7. Smt. Kiran Sahdev*

Director

8. Smt. Savita Mahajan*

Director

9. Shri K.S. Sreenivasan* Director

10. Prof. N. Balakrishnan*

Director

11. Shri S N Ananthasubramanian*

Director

12. Shri Arvind Sahay*

Director

* Signed by their duly constituted attorney Shri Malay Mukherjee

Place: New Delhi Date: December 23, 2014

77

ANNEXURE A

SHELF PROSPECTUS DATED OCTOBER 13, 2014

ANNEXURE B:

CREDIT RATING (REVALIDATION LETTERS)

ANNEXURE C:

Limited Review Report on Unaudited Financial Results for the Period ended September

30, 2014 together with the Unaudited (Standalone) Financial Results for the Half Year

ended September 30, 2014

(` Lakh)

Quarter ended Quarter ended Quarter ended Quarter ended

30/09/14 30/09/14 30/09/14 30/09/14

(Unaudited)(Unaudited)(Unaudited)(Unaudited)

Quarter ended Quarter ended Quarter ended Quarter ended

30/06/14 30/06/14 30/06/14 30/06/14

(Unaudited)(Unaudited)(Unaudited)(Unaudited)

Quarter ended Quarter ended Quarter ended Quarter ended

30/09/13 30/09/13 30/09/13 30/09/13

(Unaudited)(Unaudited)(Unaudited)(Unaudited)

Half-year ended Half-year ended Half-year ended Half-year ended

30/09/14 30/09/14 30/09/14 30/09/14

(Unaudited)(Unaudited)(Unaudited)(Unaudited)

Half-year Half-year Half-year Half-year

ended ended ended ended

30/09/13 30/09/13 30/09/13 30/09/13

(Unaudited)(Unaudited)(Unaudited)(Unaudited)

Year ended Year ended Year ended Year ended

31/03/14 31/03/14 31/03/14 31/03/14

(Audited)(Audited)(Audited)(Audited)

PART I (STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2014)PART I (STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2014)PART I (STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2014)PART I (STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2014)

1

a) Net income from operations 84,836 71380 73436.00 1,56,216 1,27,493 2,85,033

b) Other operating income 709 1236 734.00 1,945 1,821 3,418

85,54585,54585,54585,545 72,61672,61672,61672,616 74,17074,17074,17074,170 1,58,1611,58,1611,58,1611,58,161 1,29,3141,29,3141,29,3141,29,314 2,88,4512,88,4512,88,4512,88,451

2

a) Cost of Borrowings 51,618 49056 38322.00 1,00,674 78,975 1,66,599

b) Employee benefits expense 1,332 1,607 2014.00 2,939 2,989 5,889

c) Depreciation and amortisation expense (1,476) 271 328.00 (1,205) 653 1,304

d) Other expenses 875 797 922.00 1,672 1,775 3,250

52,34952,34952,34952,349 51,73151,73151,73151,731 41,58641,58641,58641,586 1,04,0801,04,0801,04,0801,04,080 84,39284,39284,39284,392 1,77,0421,77,0421,77,0421,77,042

3 33,19633,19633,19633,196 20,88520,88520,88520,885 32,58432,58432,58432,584 54,08154,08154,08154,081 44,92244,92244,92244,922 1,11,4091,11,4091,11,4091,11,409

4 11,759 7,821 20839.00 19,580 26,170 52,039

5 21,43721,43721,43721,437 13,06413,06413,06413,064 11,74511,74511,74511,745 34,50134,50134,50134,501 18,75218,75218,75218,752 59,37059,37059,37059,370

6 1,888 1,039 1525.00 2,927 2,534 6,675

7 23,32523,32523,32523,325 14,10314,10314,10314,103 13,27013,27013,27013,270 37,42837,42837,42837,428 21,28621,28621,28621,286 66,04566,04566,04566,045

8 - ---- - - - -

9 23,32523,32523,32523,325 14,10314,10314,10314,103 13,27013,27013,27013,270 37,42837,42837,42837,428 21,28621,28621,28621,286 66,04566,04566,04566,045

10

a) Income Tax - - 3,930.00 - 8,138 10,760

b) Deferred Tax 5,946 4,656 (4,691.00) 10,602 (6,394) 4,475

11 17,37917,37917,37917,379 9,4479,4479,4479,447 14,03114,03114,03114,031 26,82626,82626,82626,826 19,54219,54219,54219,542 50,81050,81050,81050,810

12 ---- ---- - - - -

13 17,37917,37917,37917,379 9,4479,4479,4479,447 14,03114,03114,03114,031 26,82626,82626,82626,826 19,54219,54219,54219,542 50,81050,81050,81050,810

14 ---- ---- - - - -

15 ---- ---- - - - -

16 1,66,204 1,66,204 1,66,204 1,66,204 1,66,204 1,66,204

17 4,13,548

18.i

(a) Basic (`) 1.04 0.57 0.84 1.61 1.18 3.05

(b) Diluted (`) 1.04 0.57 0.84 1.61 1.18 3.05

18.ii

(a) Basic (`) 1.04 0.57 0.84 1.61 1.18 3.05

(b) Diluted (`) 1.04 0.57 0.84 1.61 1.18 3.05

PART II (SELECT INFORMATION FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014)PART II (SELECT INFORMATION FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014)PART II (SELECT INFORMATION FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014)PART II (SELECT INFORMATION FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014)

AAAA

1

73,90,37,235 73,90,37,235 73,90,37,235 73,90,37,235 73,90,37,235 73,90,37,235

44.47% 44.47% 44.47% 44.47% 44.47% 44.47%

2 Promoters & Promoter Group Shareholding

a) Pledged/ Encumbered NIL NIL NIL NIL NIL NIL

N.A. N.A. N.A. N.A. N.A. N.A.

N.A. N.A. N.A. N.A. N.A. N.A.

N.A. N.A. N.A. N.A. N.A. N.A.

b) Non-encumbered NIL NIL NIL NIL NIL NIL

92,30,00,000 92,30,00,000 92,30,00,000 92,30,00,000 92,30,00,000 92,30,00,000

100% 100% 100% 100% 100% 100%

55.53% 55.53% 55.53% 55.53% 55.53% 55.53%

BBBB

Pending at the beginning of the quarter

Remaining unresolved at the end of the quarter

Nil

- No. of Shares

INVESTOR COMPLAINTSINVESTOR COMPLAINTSINVESTOR COMPLAINTSINVESTOR COMPLAINTS

- % of Shares (as a % of the total share capital of the company)

- % of Shares (as a % of the total shareholding of promoter &

promoter group)

Nil

CIN: L74899DL1993PLC053677CIN: L74899DL1993PLC053677CIN: L74899DL1993PLC053677CIN: L74899DL1993PLC053677

- % of Shares (as a % of the total share capital of the company)

897

897

Received during the quarter

REGD. OFFICE : IFCI TOWERREGD. OFFICE : IFCI TOWERREGD. OFFICE : IFCI TOWERREGD. OFFICE : IFCI TOWER

IFCI LTD.IFCI LTD.IFCI LTD.IFCI LTD.

Disposed off during the quarter

Share of profit/ (loss) of associates

UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014

WEBSITE: www.ifciltd.comWEBSITE: www.ifciltd.comWEBSITE: www.ifciltd.comWEBSITE: www.ifciltd.com

ParticularsParticularsParticularsParticulars

- % of Shares (as a % of the total shareholding of promoter &

promoter group)

Total ExpensesTotal ExpensesTotal ExpensesTotal Expenses

Public shareholding

- Number of Shares

- Percentage of Shareholding

3 months ended 30/09/20143 months ended 30/09/20143 months ended 30/09/20143 months ended 30/09/2014

61, NEHRU PLACE, NEW DELHI – 110 01961, NEHRU PLACE, NEW DELHI – 110 01961, NEHRU PLACE, NEW DELHI – 110 01961, NEHRU PLACE, NEW DELHI – 110 019

Net Profit for the period (11 Net Profit for the period (11 Net Profit for the period (11 Net Profit for the period (11 ++++ 12) 12) 12) 12)

PARTICULARS OF SHAREHOLDING (EQUITY)PARTICULARS OF SHAREHOLDING (EQUITY)PARTICULARS OF SHAREHOLDING (EQUITY)PARTICULARS OF SHAREHOLDING (EQUITY)

Earnings per share (after extraordinary items) (not annualised):

Profit from operations before other income and exceptional Profit from operations before other income and exceptional Profit from operations before other income and exceptional Profit from operations before other income and exceptional

items (3-4)items (3-4)items (3-4)items (3-4)

Tax expense

ParticularsParticularsParticularsParticulars

Income from OperationsIncome from OperationsIncome from OperationsIncome from Operations

Total income from operations (net)Total income from operations (net)Total income from operations (net)Total income from operations (net)

ExpensesExpensesExpensesExpenses

Exceptional items

Other Income

Profit from ordinary activities before exceptional items (5 + 6)Profit from ordinary activities before exceptional items (5 + 6)Profit from ordinary activities before exceptional items (5 + 6)Profit from ordinary activities before exceptional items (5 + 6)

- No. of Shares

Profit from operations before other income, provisions and Profit from operations before other income, provisions and Profit from operations before other income, provisions and Profit from operations before other income, provisions and

exceptional items (1-2)exceptional items (1-2)exceptional items (1-2)exceptional items (1-2)Write off/ Provision for Bad & Doubtful Assets and others (Net)

Earnings per share (before extraordinary items) (not annualised):

Extraordinary items

Paid-up equity share capital (Face Value of ` 10/- each)

Reserve excluding Revaluation Reserves

Profit from ordinary activities before tax (7 Profit from ordinary activities before tax (7 Profit from ordinary activities before tax (7 Profit from ordinary activities before tax (7 ++++ 8) 8) 8) 8)

Net Profit after taxes, minority interest and share of profit of Net Profit after taxes, minority interest and share of profit of Net Profit after taxes, minority interest and share of profit of Net Profit after taxes, minority interest and share of profit of

associates (13 + 14 + 15) associates (13 + 14 + 15) associates (13 + 14 + 15) associates (13 + 14 + 15)

Net Profit from ordinary activities after tax (9 - 10)Net Profit from ordinary activities after tax (9 - 10)Net Profit from ordinary activities after tax (9 - 10)Net Profit from ordinary activities after tax (9 - 10)

STATEMENT OF ASSETS & LIABILITIES STATEMENT OF ASSETS & LIABILITIES STATEMENT OF ASSETS & LIABILITIES STATEMENT OF ASSETS & LIABILITIES

(` Lakh)

ParticularsParticularsParticularsParticularsAs at 30/09/14 As at 30/09/14 As at 30/09/14 As at 30/09/14

(Unaudited)(Unaudited)(Unaudited)(Unaudited)

As at 31/03/14 As at 31/03/14 As at 31/03/14 As at 31/03/14

(Audited)(Audited)(Audited)(Audited)

A.A.A.A. EQUITY & LIABILITIESEQUITY & LIABILITIESEQUITY & LIABILITIESEQUITY & LIABILITIES

(1)(1)(1)(1) Shareholders' FundsShareholders' FundsShareholders' FundsShareholders' Funds 1,92,530 1,92,496

(a) Share Capital 5,31,143 5,05,564

(b) Reserves and Surplus - -

(c) Money received against share warrants 7,23,673 7,23,673 7,23,673 7,23,673 6,98,060 6,98,060 6,98,060 6,98,060

Sub-total - Shareholders' fundSub-total - Shareholders' fundSub-total - Shareholders' fundSub-total - Shareholders' fund

(2) Share application money pending allotmentShare application money pending allotmentShare application money pending allotmentShare application money pending allotment - -

(3) Minority InterestMinority InterestMinority InterestMinority Interest - -

(4) Non-current LiabilitiesNon-current LiabilitiesNon-current LiabilitiesNon-current Liabilities

(a) Long-term Borrowings 18,12,437 17,34,211

(b) Other Long-term Liabilities 12,022 8,686

(c) Long-term Provisions 42,765 35,240

Sub-total - Non-current liabilitiesSub-total - Non-current liabilitiesSub-total - Non-current liabilitiesSub-total - Non-current liabilities 18,67,224 18,67,224 18,67,224 18,67,224 17,78,137 17,78,137 17,78,137 17,78,137

(5) Current LiabilitiesCurrent LiabilitiesCurrent LiabilitiesCurrent Liabilities

(a) Short-term Borrowings 83,741 24,795

(b) Trade Payables 7,531 9,584

(c) Other Current Liabilities 4,05,173 3,95,597

(d) Short-term Provisions 515 19,822

Sub-total - Current liabilitiesSub-total - Current liabilitiesSub-total - Current liabilitiesSub-total - Current liabilities 4,96,960 4,96,960 4,96,960 4,96,960 4,49,798 4,49,798 4,49,798 4,49,798

TOTAL - EQUITY AND LIABILITIESTOTAL - EQUITY AND LIABILITIESTOTAL - EQUITY AND LIABILITIESTOTAL - EQUITY AND LIABILITIES 30,87,857 30,87,857 30,87,857 30,87,857 29,25,995 29,25,995 29,25,995 29,25,995

B.B.B.B. ASSETSASSETSASSETSASSETS

(1) Non-current AssetsNon-current AssetsNon-current AssetsNon-current Assets

(a) Fixed Assets (including capital work-in-progress) 1,14,540 1,14,712

(b) Goodwill on consolidation - -

(c) Non-current Investments 5,24,569 5,75,186

(d) Deferred Tax Asset (Net) 57,676 68,204

(e) Long-term Loans & Advances 19,11,130 17,05,280

(f) Other non-current assets 477 455

Sub-total - Non-current assetsSub-total - Non-current assetsSub-total - Non-current assetsSub-total - Non-current assets 26,08,392 26,08,392 26,08,392 26,08,392 24,63,837 24,63,837 24,63,837 24,63,837

(2) Current AssetsCurrent AssetsCurrent AssetsCurrent Assets

(a) Current Investments 1,75,584 1,76,167

(b) Inventories - -

(c) Trade Receivables 3,407 3,382

(d) Cash and Cash Equivalents 33,776 53,583

(e) Short-term Loans and Advances 2,44,391 2,07,083

(f) Other Current Assets 22,307 21,943

Sub-total - Current assetsSub-total - Current assetsSub-total - Current assetsSub-total - Current assets 4,79,465 4,79,465 4,79,465 4,79,465 4,62,158 4,62,158 4,62,158 4,62,158

TOTAL - ASSETSTOTAL - ASSETSTOTAL - ASSETSTOTAL - ASSETS 30,87,857 30,87,857 30,87,857 30,87,857 29,25,995 29,25,995 29,25,995 29,25,995

Notes:Notes:Notes:Notes:

1

2

3

4

5

BY ORDER OF THE BOARDBY ORDER OF THE BOARDBY ORDER OF THE BOARDBY ORDER OF THE BOARD

Sd/-

(Malay Mukherjee)(Malay Mukherjee)(Malay Mukherjee)(Malay Mukherjee) Chief Executive Officer &

Managing Director

The provision for income tax and MAT is Nil for the six months ended September 30, 2014

The company has revised the useful life of the fixed assets in alignment with schedule –II to the Companies Act, 2013 with effect from 1st April, 2014 and ‘Written Down

Value (WDV)’ of all the assets as on 31st March, 2014 has been depreciated over the remaining useful life of the fixed assets. The ‘written down value’ of Rs. 1.47 crore in

respect of fixed assets with no remaining useful life has been adjusted (net of deferred tax liability of Rs. 0.75 crore) in the retained earnings. Residual value in respect of

assets other than Buildings and Vehicles are considered ’Nil ’.

In respect of certain assets which were being depreciated in the previous years following written down value (WDV) method, the Company has revised the method of

calculation of depreciation to straight line method (SLM) retrospectively resulting into reversal of ‘accumulated depreciation’ of Rs. 19.14 crore which has been credited to

the profit & loss account. Consequentially the charge for depreciation in the profit & loss account is lower by Rs. 19.14 Crore.

The above results have been reviewed by the Audit Committee of Directors. The Board of Directors have approved the results in their meeting held on November 11,

2014. The Limited Review as requried under Clause 41 of the Listing Agreement has been completed by the Statutory Auditors of the Company.

Segment Reporting as required under AS-17 issued by ICAI is not applicable, as more than 90% of the revenue comes from a single segment viz. Financing.

Figures of the previous period/ year have been re-arranged/ re-grouped, wherever necessary.