46
3 INDIA INFOLINE FINANCE LIMITED “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. India Infoline Finance Limited (Formerly known as India Infoline Investment Services Limited) A Public Limited Company Incorporated under the Companies Act, 1956, as amended (“the Act”). Registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934). Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No.B-23, Thane Industrial Area, Wagle Estate, Thane – 400 604 Tel: +91 22 2580 6650 Fax: +91 22 2580 6654 Corporate Office: IIFL Center, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel.: +91 22 4249 9000 Fax: +91 22 2495 4313 Website: www.iiflfinance.com For details of changes in Name and Registered Office, see the section titled “History and certain other Corporate Matters” beginning on page 79 of the Prospectus Compliance Officer and Contact Person: Mr. Dilip Vaidya; E-mail: [email protected] Public Issue by India Infoline Finance Limited, (“Company” or “Issuer”) of Un-Secured Redeemable Non-Convertible Debentures of face value of ` 1000 each, (“NCDs”), aggregating upto ` 2,500 million, hereinafter referred to as the “Base Issue” with an option to retain over-subscription upto ` 2,500 million aggregating to a total of upto ` 5,000 million, hereinafter referred to as the “Overall Issue size”. The NCDs are in the nature of subordinated debt and will be eligible for Tier II capital. GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the investors is invited to the chapter titled “Risk Factors” on pages xi to xxvii of the Prospectus and pages 33 to 40 of this Abridged Prospectus. CREDIT RATING The NCDs proposed to be issued under this Issue have been rated ‘[ICRA]AA- (stable)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount of upto ` 5,000 million vide its letter dated August 13, 2012. The rating of the NCDs by ICRA indicates a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The modifier “-” (minus) reflects the comparative standing within the category. The rating of NCDs by CRISIL indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The ratings provided by ICRA and/or CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 9 of the Prospectus for the rationale for the above ratings. LISTING The NCDs offered through the Prospectus are proposed to be listed on the NSE and BSE. Our Company has obtained ‘in-principle’ approvals for the Issue from the NSE and BSE vide their letter(s) both dated August 27, 2012. For the purposes of the Issue, NSE shall be the Designated Stock Exchange. PUBLIC COMMENTS The Draft Prospectus dated August 16, 2012 was filed with National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), pursuant to the provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days, i.e. until 5 p.m. on August 25, 2012 ISSUE SCHEDULE ISSUE OPENS ON SEPTEMBER 5, 2012 ISSUE CLOSES ON SEPTEMBER 18, 2012 # ** India Infoline Limited (IIFL) is the Promoter of our Company. As there are common directors between IIFL and our Company, IIFL is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). IIFL has signed the due diligence certificate and accordingly been disclosed as a Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, IIFL would be involved only in marketing of the Issue. # The subscription list for the Issue shall remain open for subscription upto 5pm., with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be on such date of closure through advertisement/s in a leading national daily newspaper. A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Officer, our Auditor, the Chartered Accountant issuing statement of tax benefit the legal advisor, the Lead Managers, the Co-Lead Managers, the Registrar to the Issue, Escrow Collection Bank(s), Refund Bank, Credit Rating Agencies, the Bankers to our Company, the Debenture Trustee, and the Lead Brokers to act in their respective capacities shall be filed with the Registrar of Companies, Mumbai, in terms of section 58 and section 60 of the Act along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the chapter titled “Material Contracts and Documents for Inspection” beginning on page 320 of this Prospectus. Please read the Risk Factors carefully. See section “Risk Factors” on page no. 33 of this Abridged Prospectus

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Page 1: Iifl Ncd Forms

3INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGESPlease ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

India Infoline Finance Limited (Formerly known as India Infoline Investment Services Limited)

A Public Limited Company Incorporated under the Companies Act, 1956, as amended (“the Act”). Registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934).

Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No.B-23, Thane Industrial Area, Wagle Estate, Thane – 400 604Tel: +91 22 2580 6650 Fax: +91 22 2580 6654

Corporate Office: IIFL Center, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel.: +91 22 4249 9000 Fax: +91 22 2495 4313 Website: www.iiflfinance.com

For details of changes in Name and Registered Office, see the section titled “History and certain other Corporate Matters” beginning on page 79 of the Prospectus

Compliance Officer and Contact Person: Mr. Dilip Vaidya; E-mail: [email protected] Issue by India Infoline Finance Limited, (“Company” or “Issuer”) of Un-Secured Redeemable Non-Convertible Debentures of face value of ` 1000 each, (“NCDs”), aggregating upto ` 2,500 million, hereinafter referred to as the “Base Issue” with an option to retain over-subscription upto ` 2,500 million aggregating to a total of upto ` 5,000 million, hereinafter referred to as the “Overall Issue size”. The NCDs are in the nature of subordinated debt and will be eligible for Tier II capital.

GENERAL RISKSInvestors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the investors is invited to the chapter titled “Risk Factors” on pages xi to xxvii of the Prospectus and pages 33 to 40 of this Abridged Prospectus.

CREDIT RATINGThe NCDs proposed to be issued under this Issue have been rated ‘[ICRA]AA- (stable)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount of upto ` 5,000 million vide its letter dated August 13, 2012. The rating of the NCDs by ICRA indicates a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The modifier “-” (minus) reflects the comparative standing within the category. The rating of NCDs by CRISIL indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The ratings provided by ICRA and/or CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 9 of the Prospectus for the rationale for the above ratings.

LISTINGThe NCDs offered through the Prospectus are proposed to be listed on the NSE and BSE. Our Company has obtained ‘in-principle’ approvals for the Issue from the NSE and BSE vide their letter(s) both dated August 27, 2012. For the purposes of the Issue, NSE shall be the Designated Stock Exchange.

PUBLIC COMMENTSThe Draft Prospectus dated August 16, 2012 was filed with National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), pursuant to the provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days, i.e. until 5 p.m. on August 25, 2012

ISSUE SCHEDULEISSUE OPENS ON SEPTEMBER 5, 2012 ISSUE CLOSES ON SEPTEMBER 18, 2012#

** India Infoline Limited (IIFL) is the Promoter of our Company. As there are common directors between IIFL and our Company, IIFL is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). IIFL has signed the due diligence certificate and accordingly been disclosed as a Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, IIFL would be involved only in marketing of the Issue.#The subscription list for the Issue shall remain open for subscription upto 5pm., with an option for early closure or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be on such date of closure through advertisement/s in a leading national daily newspaper.A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Officer, our Auditor, the Chartered Accountant issuing statement of tax benefit the legal advisor, the Lead Managers, the Co-Lead Managers, the Registrar to the Issue, Escrow Collection Bank(s), Refund Bank, Credit Rating Agencies, the Bankers to our Company, the Debenture Trustee, and the Lead Brokers to act in their respective capacities shall be filed with the Registrar of Companies, Mumbai, in terms of section 58 and section 60 of the Act along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the chapter titled “Material Contracts and Documents for Inspection” beginning on page 320 of this Prospectus.

Please read the Risk Factors carefully. See section “Risk Factors” on page no. 33 of this Abridged Prospectus

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4 INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

LEAD MANAGERS

Axis Bank LimitedFirst floor, Axis House, C-2, Wadia International Centre,P.B. Marg, Worli, Mumbai 400 025, Maharashtra, India. Tel: +91 22 4325 2175 Fax: +91 22 4325 3000Email: [email protected] Website: www.axisbank.com Investor Grievance ID: [email protected] Person: Mr. Vishal SharanCompliance Officer: Mr. Advait MajmudarSEBI Regn. No. INM000006104

SBI CAPITAL MARKETS LIMITED202, Maker Tower E, Cuffe Parade, Mumbai 400 005, Maharashtra, India; Tel: +91 22 2217 8300; Fax +91 22 2218 8332 Email ID: [email protected]; Website: www.sbicaps.com; Investor Grievance ID: [email protected] Person : Mr. Nithin Kanuganti/ Ms. Rajalakshmi VCompliance Officer: Mr. Bhaskar ChakrabortySEBI Regn. No.: INM 000003531

EDELWEISS FINANCIAL SERVICES LIMITEDEdelweiss House, 14th Floor, Off CST Road, Kalina, Mumbai 400 098, Maharashtra, India Tel: +91 22 4086 3535; Fax +91 22 4086 3610; Email ID: [email protected]; Website: www.edelweissfin.com;Investor Grievance ID: [email protected] Person : Mr. Sumeet Lath/ Mr. Viral ShahCompliance Officer: Mr. B RenganathanSEBI Regn. No.: INM0000010650

TRUST INVESTMENT ADVISORS PVT. LTD.109//110, 1st Floor,Balarama, Village Parigkhari, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Tel. : +9122 40845000; Fax.: +9122 40845066/07Email id : [email protected] Grievance mail: [email protected]: www.trustgroup.co.in Contact Person: Anindya Sen; Compliance Officer: Balkrishna ShahSEBI Regn Number: INM000011120

INDIA INFOLINE LIMITED**8th Floor, IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013, Maharashtra, India Tel: +91 22 4646 4700; Fax: +91 22 2493 1073Email:[email protected] Investor Grievance mail: [email protected]; Website: www.iiflcap.com Contact Person: Sachin Kapoor; Compliance Officer: R. Mohan SEBI Regn. No.: INM 000010940

** India Infoline Limited (IIFL) is the Promoter of our Company. As there are common directors between IIFL and our Company, IIFL is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations).

IIFL has signed the due diligence certificate and accordingly been disclosed as a Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, IIFL would be involved only in marketing of the Issue.

CO-LEAD MANAGERS

RR INVESTORS CAPITAL SERVICES (P) LIMITED133A, Mittal Tower, A Wing, Nariman point, Mumbai 400 021, Maharashtra, India; Tel: + 91 22 2288 6627; Fax: +91 22 2285 1925Email: [email protected]; Investor Grievance Email: investors@rrfclWebsite: www.rrfinance.com/rrfcl.comContact Person : Mr. Brahmdutta SinghCompliance Officer: Mr. Sandeep MahajanSEBI Regn. No.: INM000007508

KARVY INVESTOR SERVICES LIMITED702, Hallmark Business Plaza, Sant Dnyaneshwar Marg, Off. Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India Tel: + 91 22 6149 1500; Fax: +91 22 6149 1515Email: [email protected]; Investor Grievance Email: CMG@karvyWebsite: www.karvy.comContact Person : Mr. Sumit Singh/ Mr Swapnil Mahajan Compliance Officer: Mr. V. Madhusudhan RaoSEBI Regn. No.: INM000008365

DEBENTURE TRUSTEE:IDBI TRUSTEESHIP SERVICES LIMITEDAsian Building, Ground Floor,17, R Kamani Marg, Ballard Estate, Mumbai - 400 001 Maharashtra, India. Tel: +91 22 4080 7000; Fax: + 91 22 6631 1776Website: www.idbitrustee.co.inContact Person: Ms. Brindha Venkatraman; Email: [email protected] Registration No.: IND000000460

IDBI Trusteeship Services Limited has by its letter dated August 14, 2012 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications to be sent to the holders of the Debentures issued pursuant to this Issue.

COMPANY SECRETARY AND COMPLIANCE OFFICER:Mr. Dilip Vaidya IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India E-mail: [email protected]; Tel.: +91 22 4249 9184; Fax: +91 22 2495 4313

REGISTRAR TO THE ISSUE

LINK INTIME INDIA PRIVATE LIMITEDC- 13 Pannalal Silk Mills, Compound, LBS Marg, Bhandup (West), Mumbai 400 078, Maharashtra, India Tel: +91 22 2596 0320; Fax: +91 22 2596 0329; Toll free: 1-800-220320; Email: [email protected] Grievance mail: [email protected] Website: www.linkintime.co.in; Contact Person: Mr. Sanjog SudSEBI Regn. Number: INR000004058

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5INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

CREDIT RATING AGENCIESICRA LimitedCRISIL Limited

LEGAL COUNSEL TO THE ISSUEKhaitan & Co

STATUTORY AUDITORS OF OUR COMPANY Sharp & Tannan Associates

CHARTERED ACCOUNTANT ISSUING STATEMENT OF TAX BENEFITPritesh Mehta & Co

BANKERS TO THE ISSUE/ ESCROW COLLECTION BANKSAxis Bank Limited* Universal Insurance Building Ground Floor, Sir P.M. Road, Fort, Mumbai – 400001 Maharashtra, India Tel: +91 22 40867299/66107265 Fax: +91 22 22835785Website: axisbank.com Email: [email protected], [email protected] Person: Mr. Rajesh Khandelwal / Mr. Nachiket KalwitSEBI Regn. No: INBI00000017* also to act as a Refund Bank

HDFC Bank Limited Lodha, I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra, India Tel: +91 22 3075 2928/3075 2927 Fax: +91 22 2579 9801Website: www.hdfcbank.com Email: [email protected] Person: Mr. Uday DixitSEBI Regn. No: INBI00000063

ICICI Bank Limited Capital Market Division, Rajbahadur Mansion, 30, Mumbai Samachar Marg, Fort, Mumbai- 400001 Maharashtra, India Tel: +91 22 6631 0322 Fax: +91 22 6631 0350Website: www.icicibank.comEmail: [email protected] Person: Mr Anil GadooSEBI Regn no: INBI00000004

IndusInd Bank Limited Cash Management Services, Solitaire Corporate Park, No. 1001, Building No. 10, Ground Floor, Guru Hargovindji Marg, Andheri (East) Mumbai – 400 093 Maharashtra, India Tel: +91 22 6772 3901 - 3917 Fax: +91 22 6772 3998Website: www.indusind.com Email:[email protected] Contact Person: Mr. Sanjay VasarkarSEBI Regn. No: INBI00000002

State Bank of India Capital Market Branch Videocon Heritage (Killick House), Ground Floor, Charnjit Rai Marg, Mumbai - 400 001 Maharashtra, India Tel: +91 22 22094932/4927 Fax: +91 22 22094921/4922Website: statebankofindia.comEmail:[email protected], [email protected] Person: Mr. Anil Sawant SEBI Regn. No: INBI00000038

LEAD BROKERS*Edelweiss Broking Limited; Enam Securities Private Limited; HDFC Securities Limited; Bonanza Portfolio Limited; Integrated Enterprises India Limited; JM Financial Services Private Limited; Kotak Securities Limite; Karvy Stock Broking Limited; SBICAP Securities Limited; SMC Global Securities Limited; RR Equity Brokers Private Limited; NJ India Invest Private Limited; Trust Financial Consultancy Services Private Limited; India Infoline Limited. *For details please to refer page no. 6 of the Prospectus.All the members of the recognized Stock Exchanges would be eligible to act as brokers to the Issue.

BANKERS TO OUR COMPANY* Indusind Bank; IDBI Bank Limited ; Citi Bank N.A.; HDFC Bank Limited; Axis Bank Limited; Standard Chartered Bank; Allahabad Bank; Corporation Bank; Indian Overseas Bank; Karur Vysya Bank; Union Bank of India; ICICI Bank Limited; Dena Bank.*For details please to refer page no. 5 of the Prospectus.

SELF CERTIFIED SYNDICATE BANKSThe list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the website of SEBI at www.sebi.gov.in. For details of the Designated Branches of the SCSBs which shall collect Application Forms, please refer to the above-mentioned link.

TABLE OF CONTENTS

OBJECTS OF THE ISSUE 6

ISSUE PROCEDURE 6

TERMS OF THE ISSUE 17

OTHER INSTRUCTIONS 22

DETAILS PERTAINING TO THE COMPANY 23

LEGAL AND OTHER INFORMATION 29

RISK FACTORS 33

DECLARATION 40

TIMING FOR SUBMISSION OF APPLICATION FORMS

41

CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS

41

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBS) UNDER THE ASBA PROCESS

47

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6 INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

OBJECTS OF THE ISSUEThe funds raised through this Issue, af ter meet ing the expendi tures of and related to the Issue, wil l be used for the f inancing act ivi t ies including lending and investments , subject to appl icable s ta tutory and/or regulatory requirements , to repay our exis t ing loans and our business operat ions including for our capi ta l expendi ture and working capi ta l requirements .The Main Objects c lause of the Memorandum of Associat ion of our Company permits our Company to undertake the act ivi t ies for which the funds are being raised through the present Issue and also the act ivi t ies which our Company has been carrying on t i l l date .Interim Use of ProceedsOur Management , in accordance with the pol ic ies formulated by i t f rom t ime to t ime, wil l have f lexibi l i ty in deploying the proceeds received from the Issue. Pending ut i l izat ion of the proceeds out of the Issue for the purposes descr ibed above, our Company intends to temporar i ly invest funds in high qual i ty interest bear ing l iquid instruments including money market mutual funds, deposi ts with banks or temporar i ly deploy the funds in investment grade interest bear ing securi t ies as may be approved by the Board. Such investment would be in accordance with the investment pol ic ies approved by the Board or any commit tee thereof f rom t ime to t ime.Monitoring of Uti l izat ion of FundsThere is no requirement for appointment of a monitor ing agency in terms of the Debt Regulat ions. The Board shal l monitor the ut i l izat ion of the proceeds of the Issue. For the relevant Financial Years commencing from Fiscal 2013, our Company wil l disclose in our f inancial s ta tements , the ut i l izat ion of the net proceeds of the Issue under a separate head along with detai ls , i f any, in re la t ion to a l l such proceeds of the Issue that have not been ut i l ized thereby also indicat ing investments , i f any, of such unut i l ized proceeds of the Issue.Other ConfirmationIn accordance with the Debt Regulat ions, our Company wil l not ut i l ize the proceeds of the Issue for providing loans to or for acquis i t ions of shares of any person who is a par t of the same group as our Company or who is under the same management of our Company.The Issue proceeds shal l not be ut i l ized towards ful l or par t considerat ion for the purchase or any other acquis i t ion, inter al ia by way of a lease, of any property.The NCDs are in the nature of Subordinated Debt and wil l be el igible for Tier I I capi ta l and accordingly wil l be ut i l ised in accordance with s ta tutory and regulatory requirements including requirements of RBI.No part of the proceeds from this Issue wil l be paid by us as considerat ion to our Promoter, our Directors , Key Managerial Personnel , or companies promoted by our Promoter except in the usual course of business , except payments to be made by way of fees and commission to var ious IIFL Group companies that par t ic ipate in the Issue as intermediar ies .The Issue Proceeds from NCDs al lot ted to Banks wil l not be ut i l ized for any purpose which may be in contravent ion of the RBI guidel ines on bank f inancing to NBFCs including those relat ing to c lassi f icat ion as capi ta l market exposure or any other sectors that are prohibi ted under the RBI regulat ions.Further our Company undertakes that the Issue proceeds from NCDs al lot ted to banks shal l not be used for any purpose, which may be in contravent ion of the RBI guidel ines on bank f inancing to NBFCs.

ISSUE PROCEDUREOur Company, the Lead Managers and Co-Lead Managers would not be l iable for any amendment , modi f icat ion or

change in appl icable law, which may occur af ter the date o f t he Prospec tu s . I nves to r s a re adv i s ed t o make t he i r independent invest igat ions and ensure that their Applicat ion does not exceed the investment l imits or maximum number of NCDs that can be held by them under appl icable law or as speci f ied in the Prospectus .This chapter appl ies to al l categories of Appl icants . ASBA App l i can t s shou ld no t e t ha t t he ASBA proces s i nvo l ve s a p p l i c a t i o n p ro c e d u re s t h a t m a y b e d i f f e re n t f ro m t h e procedure appl icable to Appl icants o ther than the ASBA Applicants . Appl icants applying through the ASBA process shou ld care fu l l y read the prov i s ions app l i cab le to such appl icat ions before making their appl icat ion through the A S B A p ro c e s s . P l e a s e n o t e t h a t a l l t h e A p p l i c a n t s a re required to make payment of the ful l Appl icat ion Amount along with the Application Form. In case of ASBA Applicants, an amount equivalent to the ful l Appl icat ion Amount wi l l be blocked by the SCSBsPlease note that the Appl icants cannot apply in this Issue by f i l l ing in the appl icat ion form direct ly through the onl ine interface of BSE and NSE. 1. How to Apply?i . Applicants may use any of the fol lowing faci l i t ies for making Applications:(a) ASBA Applicat ions through the Members of Syndicate and t r ad ing members o f t he S tock Exchange ( s ) on ly in t h e S p e c i f i e d C i t i e s , ( “ S y n d i c a t e A S B A ” ) ; ( b ) A S B A Applicat ions through SCSBs; (c) Non ASBA Applicat ions th rough the Members of Syndica te and t rad ing members of the Stock Exchange(s) ; and (d) Non ASBA Applicat ions through the Members of Syndicate and t rading members of the Stock Exchange(s) for appl icants who intend to hold the NCDs in physical form. i i . Avai labi l i ty of Prospectus and Application FormsThe Abridged Prospectus containing the sal ient features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from our Regis tered Off ice , Lead Managers, Co-Lead Managers, Lead Brokers, designated branches of the SCSB and Trading members. Addit ionally the Prospectus, Abridged Prospectus and the Applicat ion Form is avai lable for download on the websi tes of NSE and BSE at www.nseindia .com and www.bseindia .com, respect ively and the websi tes of the Lead Managers a t www.axisbank.com, www.sbicaps.com, www.edelweissf in .com, www.trustgroup.co. in and www.i i f lcap.com and the Co-Lead Managers a t www.rrf inance.com/rrfcl .com and www.karvy.com.Trading members are required to download the forms from stock exchanges platforms and submit these forms along with cheques/draf ts /payment instrument to the col lect ing banks.i i i . Who can Apply The fol lowing categories of persons are e l igible to apply in the Issue:Category IP u b l i c f i n a n c i a l i n s t i t u t i o n s , s t a t u t o r y c o r p o r a t i o n s ,

s c h e d u l e d c o m m e r c i a l b a n k s , c o - o p e r a t i v e b a n k s a n d regional rural banks, which are authorised to invest in the NCDs;Ind ian P rov iden t funds , pens ion funds , supe rannua t ion

funds and gratui ty fund, which are authorised to invest in the NCDs;Venture capi ta l funds regis tered with SEBI;Insurance companies regis tered with the IRDA;National Investment Fund;Mutual Funds regis tered with SEBI;Category IICompanies; bodies corporate and societ ies registered under

the appl icable laws in India and authorised to invest in the NCDs;

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7INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

P u b l i c / p r i v a t e c h a r i t a b l e / r e l i g i o u s t r u s t s w h i c h a r e authorised to invest in the NCDs;Scient i f ic and/or industr ia l research organisat ions, which

are authorised to invest in the NCDs;Partnership f i rms in the name of the par tners ; andLimited l iabi l i ty par tnerships formed and regis tered under

the provis ions of the Limited Liabi l i ty Par tnership Act , 2008.

Category III*Resident Indian individuals ; andHindu undivided famil ies through the Karta .*With respect to appl icat ions received from Category I I I appl icants , appl icat ions by appl icants who apply for NCDs aggregat ing to a value not more than ` 0 .5 Mil l ion, across al l series of NCDs, (Option I and/or Option II and/or Option I I I ) , s h a l l b e g ro u p e d t o g e t h e r a s R e s e r v e d I n d i v i d u a l Portion while applications by applicants who apply for NCDs aggregat ing to a value exceeding ` 0 .5 Mil l ion, across al l series of NCDs, (Option I and/or Option II and/or Option I I I ) , shal l be separate ly grouped together as Unreserved Individual Port ion.Note: Part ic ipat ion of any of the aforementioned categories of persons or ent i t ies is subject to the appl icable s tatutory and / o r regu la tory requ i remen t s in connec t ion w i th the subscr ip t ion to Ind ian s ecur i t i e s by such ca t egor i e s o f persons or ent i t ies .Applications cannot be made by:Minors without a guardian*;Foreign nat ionals ;Persons resident outs ide India including without l imitat ion

Fo re ign In s t i t u t i ona l I nves to r s , Non Res iden t Ind i ans , Qualified Foreign Investors and Overseas Corporate Bodies.

* App l i can t sha l l ensure tha t guard ian i s compe ten t to contract under Indian Contract Act , 1872Applicants are advised to ensure that applications made by them do not exceed the investment l imits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provis ions.Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permiss ions/c o n s e n t s / a p p ro v a l s i n c o n n e c t i o n w i t h a p p l y i n g f o r, subscribing to, or seeking al lotment of NCDs pursuant to the Issue.The Lead Managers , Co-Lead Managers and their respect ive associates and aff i l ia tes are permit ted to subscr ibe in the Issue.T h e i n f o r m a t i o n b e l o w i s g i v e n f o r t h e b e n e f i t o f t h e inves to r s . Our Company, the Lead Manager s and /o r the Co-Lead Managers a re no t l i ab le for any amendment o r modif icat ion or changes in appl icable laws or regulat ions, which may occur af ter the date of the Prospectus . Grouping of Applications For the purposes of the basis of a l lotment:a ) A p p l i c a t i o n s re c e i v e d f ro m C a t e g o r y I a p p l i c a n t s : Appl ica t ions received f rom Category I , shal l be grouped together, (“ Inst i tut ional Portion”);b ) A p p l i c a t i o n s re c e i v e d f ro m C a t e g o r y I I a p p l i c a n t s : Applicat ions received from Category II , shal l be grouped together, (“Non-Inst i tut ional Portion”);c ) A p p l i c a t i o n s re c e i v e d f ro m C a t e g o r y I I I a p p l i c a n t s : Further with respect to appl icat ions received from Category I I I app l ican ts , app l ica t ions by app l ican ts who apply fo r NCDs aggregat ing to a value not more than ` 0 .5 mil l ion, across a l l ser ies of NCDs (Option I and/or Option II and/or Option III), shall be grouped together, (“Reserved Individual Portion”) whi le appl icat ions by appl icants who apply for NCDs aggregat ing to a value exceeding ` 0 .5 mil l ion, across a l l ser ies of NCDs (Option I and/or Option II and/or Option

I I I ) , sha l l be separa te ly grouped together, (“Unreserved Individual Portion”) .F o r r e m o v a l o f d o u b t , “ I n s t i t u t i o n a l P o r t i o n ” , “ N o n -Inst i tut ional Port ion” “Reserved Individual Port ion” and “Unreserved Individual Port ion” are individual ly referred to as “Port ion” and col lect ively referred to as “Port ions”Applications by Mutual Funds: No mutual fund scheme shall invest more than 15% of i ts NAV in debt instruments issued by a s ingle Company which are ra ted not below investment grade by a credi t ra t ing agency authorised to carry out such act ivi ty. Such investment l imit may be extended to 20% of the NAV of the scheme with the pr ior approval of the Board of Trustees and the Board of Asset Management Company.A separate application can be made in respect of each scheme of an Indian mutual fund regis tered with SEBI and such appl icat ions shal l not be t reated as mult iple appl icat ions. Applicat ions made by the AMCs or custodians of a Mutual F u n d s h a l l c l e a r l y i n d i c a t e t h e n a m e o f t h e c o n c e r n e d scheme for which appl ica t ion i s be ing made. In case of Applicat ions made by Mutual Fund regis tered with SEBI, a cer t i f ied copy of their SEBI regis t ra t ion cer t i f icate must be submit ted with the Applicat ion Form. The appl icat ions must be also accompanied by cer t i f ied t rue copies of ( i ) SEBI Regis t ra t ion Cert i f icate and t rust deed ( i i ) resolut ion authoris ing investment and containing operat ing instruct ions and ( i i i ) spec imen s igna tu res o f au tho r i zed s igna to r i e s . Fai l ing this , our Company reserves the r ight to accept or re ject any Applicat ion in whole or in par t , in e i ther case, without ass igning any reason therefor.Application by Scheduled Banks, Co-operative Banks and Regional Rural Banks: Scheduled Banks, Co-operative Banks and Regional Rural Banks can apply in this publ ic issue based upon their own investment l imits and approvals . The appl icat ion must be accompanied by cer t i f ied t rue copies of ( i ) Board Resolut ion authoris ing investments; ( i i ) Let ter of Authorisat ion. Fai l ing this , our Company reserves the r ight to accept or re ject any Applicat ion in whole or in par t , in e i ther case, without ass igning any reason therefor. A p p l i c a t i o n b y I n s u r a n c e C o m p a n i e s : I n c a s e o f Applicat ions made by insurance companies regis tered with t h e I n s u r a n c e R e g u l a t o r y a n d D e v e l o p m e n t A u t h o r i t y, a ce r t i f i ed copy o f ce r t i f i ca te o f r eg i s t r a t ion i s sued by Insurance Regulatory and Development Authori ty must be lodged along with Applicat ion Form. The appl icat ions must be accompanied by cer t i f ied copies of ( i ) Memorandum and Articles of Association (ii) Power of Attorney (ii i) Resolution authoris ing investment and containing operat ing instruct ions ( iv) Specimen s ignatures of authorized s ignator ies . Fai l ing th is , our Company reserves the r ight to accept or re jec t any Applicat ion in whole or in par t , in e i ther case, without ass igning any reason therefor.A p p l i c a t i o n s b y Tr u s t s : I n c a s e o f A p p l i c a t i o n s m a d e by t rus t s , se t t l ed under the Ind ian Trus t s Act , 1882 , as amended, or any other s ta tutory and/or regulatory provis ion governing the set t lement of t rusts in India , must submit a ( i ) cer t i f ied copy of the regis tered instrument for creat ion of such t rust , ( i i ) Power of Attorney, i f any, in favour of one or more t rus tees thereof , ( i i i ) such other documents evidencing regis t ra t ion thereof under appl icable s ta tutory/regula tory requi rements . Fur ther, any t rus ts applying for NCDs pursuant to the Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and the i r cons t i t u t ion in s t rumen t t o ho ld and inves t i n debentures , (b) they have obtained al l necessary approvals , consents or other authorisations, which may be required under applicable s tatutory and/or regulatory requirements to invest in debentures , and (c) appl icat ions made by them do not exceed the investment l imits or maximum number of NCDs

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that can be held by them under appl icable s ta tutory and or regulatory provis ions. Fai l ing this , our Company reserves the r ight to accept or re ject any Applicat ions in whole or in par t , in e i ther case, without ass igning any reason therefor.Applications by Public Financial Inst i tut ions, Statutory Corporations, which are authorized to invest in the NCDs: The application must be accompanied by cert if ied true copies of : ( i ) Any Act/Rules under which they are incorporated; ( i i ) Board Resolution authorising investments; and (i i i) Specimen s ignature of authorized person.Companies , bod ie s corporate and soc i e t i e s reg i s t ered under the applicable laws in India: The appl icat ion must be accompanied by certif ied true copies of: ( i) Any Act/Rules under which they are incorporated; ( i i ) Board Resolut ion au thor i s ing inves tments ; and ( i i i ) Spec imen s igna ture of authorized person.Indian Scientific and/or industrial research organizations, which are authorized to invest in the NCDs: The application must be accompanied by cer t i f ied t rue copies of : ( i ) Any Act /Rules under which they are incorpora ted; ( i i ) Board R e s o l u t i o n a u t h o r i s i n g i n v e s t m e n t s ; a n d ( i i i ) S p e c i m e n s ignature of authorized person.P a r t n e r s h i p f i r m s f o r m e d u n d e r a p p l i c a b l e I n d i a n laws in the name of the partners and Limited Liabil i ty Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009): The application must be accompanied by cert if ied true copies of : ( i ) Par tnersh ip Deed; ( i i ) Any documents ev idencing reg is t ra t ion thereof under appl icab le s ta tu tory / regula tory requirements ; ( i i i ) Resolut ion author iz ing investment and containing operating instructions (Resolution); ( iv) Specimen s ignature of authorized person.A p p l i c a t i o n s u n d e r P o w e r o f A t t o r n e y : I n c a s e o f A p p l i c a t i o n s m a d e p u r s u a n t t o a p o w e r o f a t t o r n e y b y Category I Appl icants , a cer t i f ied copy of the power of a t torney or the relevant resolut ion or authori ty, as the case may be, a long with a cer t i f ied copy of the Memorandum of Associat ion and Art ic les of Associat ion and/or bye laws must be lodged along with the Appl icat ion Form, fa i l ing th is , our Company reserves the r ight to accept or re jec t any Applicat ion in whole or in par t , in e i ther case, without ass igning any reason therefor.In case of Investments made pursuant to a power of a t torney by Category II and Category III Applicants , a cer t i f ied copy of the power of a t torney must be lodged a long wi th the Applicat ion Form.In case of an ASBA Appl ica t ion pursuant to a power of a t torney, a cer t i f ied copy of the power of a t torney must be lodged along with the Applicat ion Form. Fai l ing this , our Company, in consul ta t ion with the Lead Managers and Co-Lead Managers, reserves the right to reject such Applications. Our Company, in i ts absolute discretion, reserves the r ight to re lax the above condi t ion of a t taching the power of a t torney along with the Applicat ion Form subject to such terms and condi t ions tha t our Company and the Lead Manager and Co-Lead Managers may deem f i t .2 . Escrow Mechanism: We shal l open Escrow Account(s) with Escrow Collect ion Bank(s) in whose favour the non-ASBA Applicants , applying through cheques shal l make out the cheque or demand draf t in respect of their Applicat ion. Cheques or demand drafts for the application amount received f rom Applicants would be deposi ted in the Escrow Account . Deta i l s o f the the branches of the Escrow Banks where the Applicat ion Form along with the cheque/ demand draf t submitted by a Non ASBA applicant shall be deposited by the Members of the Syndicate and Trading Members are available on the websi tes of the Lead Managers at www.axisbank.com, www.sbicaps.com, www.edelweissf in .com, www.trustgroup.

co. in and www.i i f lcap.com and the Co-Lead Managers a t www.rrf inance.com/rrfcl .com and www.karvy.com. A l ink to the said web pages shal l a lso be avai lable on the websi te of NSE and BSE at www.nseindia .com and www.bseindia .com, respect ively. A l ink shal l a lso be provided to the above mentioned websi tes in the Applicat ion Form as wel l .Upon receipt of necessary communicat ion f rom the Lead Managers and Co-Lead Managers to the Issue, as per the provis ions of the Escrow Agreement , the Bankers to the Issue shal l t ransfer the monies f rom the Escrow Accounts to a separate bank account (“Public Issue Account”) . The Fees for Lead Managers and Co-Lead Managers shal l be paid out of the Publ ic Issue Account once l is t ing/ t rading approvals are received from Stock Exchanges, upon receipt of instruct ions from the Lead Managers and Co-Lead Managers as provided for in the Escrow Agreement . The balance amount in the Escrow Accounts, after transfer to the Publ ic Issue Account shal l be t ransferred to the Refund Account . Payments of refund and interes t on Appl icat ion Amount to the relevant Applicants shal l a lso be made from the Refund Account as per the terms of the Escrow Agreement and the Prospectus . T h e E s c r o w C o l l e c t i o n B a n k s w i l l a c t i n t e r m s o f t h e Prospectus and the Escrow Agreement. The Escrow Collection Banks shall not exercise any l ien whatsoever over the monies deposi ted therein.3 . Fi l ing o f the Prospectus wi th ROC: A copy o f the Prospectus is fi led with the Registrar of Companies, Mumbai, Maharashtra, in terms of section 58 and section 60 of the Act.4 . Pre-Issue Advert i sement: Our Company wi l l i s sue a s tatutory advert isement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under Debt Regulat ions. Mater ia l updates , i f any, between the date of f i l ing of the Prospectus with ROC and the date of re lease of this s ta tutory advert isement wil l be included in the s ta tutory advert isement .5. Procedure for Application: a) Non-ASBA Applicationsi . App l ica t ions through the Members o f the Syndica te / Trading Members of the Stock Exchanges through Collecting Banks without using ASBA Faci l i ty A l l A p p l i c a t i o n F o r m s ( a v a i l a b l e f o r d o w n l o a d o n t h e websi tes of the Stock Exchanges, the Lead Managers and Co-Lead Manage r s and a l so ava i l ab l e i n phys i ca l f o rm as mentioned above) duly completed and accompanied by account payee cheques / draf ts shal l be submit ted with the Members of the Syndicate , Trading Members of the Stock Exchanges before the closure of the Issue. The Applicat ions are to be submit ted to the Members of the Syndicate and Trading Members on a t imely manner so that the detai ls can be uploaded by the closure of banking hours on to the Stock Exchange platform. The cheque/bank draf t can be drawn on any bank, including a co-operat ive bank which is s i tuated at and is member or sub-member of the Bankers’ c lear ing-house located at the place where the Applicat ion Form is submitted, i .e . at designated collect ion centres of the Escrow Collect ion Bank. Outstat ion cheques /bank draf ts drawn on banks not par t ic ipat ing in the clear ing process wil l not be accep ted and appl ica t ions accompanied by such cheques or bank draf ts are l iable to be rejected and the col lect ing bank shal l not be responsible for such reject ions. Payment though s tockinvest would also not be al lowed as the same has been d i scon t inued by the RBI v ide no t i f i ca t ion No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stockinvest /Money Orders/Postal Orders wil l not be accepted. In case payment is effected in contravention of condi t ions mentioned herein, the appl icat ion is l iable to be rejected and appl icat ion money wil l be refunded and no

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interest wil l be paid thereon. A separate cheque / bank draf t must accompany each Applicat ion Form. No cash payments shal l be accepted.All cheques / bank dra f t s accompanying the app l ica t ion should be crossed “A/c Payee only” and (a) a l l cheques / bank draf ts accompanying the appl icat ions made by el igible applicants must be made payable to “India Infoline Finance Limited- NCD Escrow” .The Members of the Syndicate/ Trading Members of the Stock Exchanges , upon rece ip t of the Non-ASBA Appl ica t ions , shal l upload al l the detai ls of the appl icat ions on the onl ine p l a t fo r m o f t he S tock Exchanges . The M ember s o f t he Syndicate/ Trading Members of the Stock Exchanges shal l thereaf ter submit the physical Applicat ion Form along with the cheque/ bank draf t to the Escrow Collect ion Banks. Applicant’s Bank Account Detai ls: I t i s mandatory for a l l the Applicants who have a Demat Account to apply for NCDs to be al lot ted in demater ia l ised form. The Regis t rar to the Issue will obtain the Applicant’s bank account details from the Depository. The applicant should note that on the basis of the name of the appl icant , PAN detai ls , Deposi tory Part ic ipant’s (DP) name, Deposi tory Par t ic ipants ident i f icat ion number and benef ic iary account number provided by them in the Applicat ion Form, the Registrar to the Issue wil l obtain from the appl icant’s DP account , the appl icant’s bank account d e t a i l s . T h e i n v e s t o r s a r e a d v i s e d t o e n s u r e t h a t b a n k account detai ls are updated in their respect ive DP Accounts as these bank account detai ls would be pr inted on the refund order(s) or used for refunding through electronic mode, as appl icable . Please note that fa i lure to do so could resul t in delays in credi t of refunds to appl icants a t the appl icant’s sole r isk and nei ther the Lead Managers , Co-Lead Managers , our Company, the Refund Banker(s) nor the Regis t rar to the Issue shal l have any responsibi l i ty and undertake any l iabi l i ty for the same.Applicant’s Depository Account Detai lsALL APPLICANTS WHO HAVE A DEMAT ACCOUNT S H O U L D M E N T I O N T H E I R D E P O S I T O R Y PARTICIPANT’S NAME, PAN DETAILS, DEPOSITORY PA R T I C I PA N T I D E N T I F I C AT I O N N U M B E R A N D B E N E F I C I A R Y A C C O U N T N U M B E R I N T H E APPLICATION FORM. Appl ican t should no te tha t on the bas i s o f name of the a p p l i c a n t , PA N d e t a i l s , D e p o s i t o r y P a r t i c i p a n t ’s n a m e , Depository Participant-Identification number and Beneficiary Account Number provided by them in the Applicat ion Form, the Regis t rar to the Issue wil l obtain from the Deposi tory, demographic detai ls of the investor such as address , PAN, bank account detai ls for pr int ing on refund orders or used for refunding through electronic mode, as appl icable and occupa t ion (“Demograph ic De ta i l s”) . Hence , app l i can t s should carefu l ly f i l l in the i r Depos i tory Account de ta i l s in the Applicat ion Form. Applicants are advised to update their Demographic Detai ls as provided to their Deposi tory Part ic ipants and ensure that they are t rue and correct .T h e s e D e m o g r a p h i c D e t a i l s w o u l d b e u s e d f o r a l l cor respondence wi th the appl ican ts inc luding mai l ing of the refund orders / Allotment Advice and pr int ing of bank part iculars on the refund/interest order and the Demographic Detai ls given by appl icant in the Applicat ion Form would not be used for these purposes by the Regis t rar.Refund Orders /Al lo tment Advice would be mai led a t the address of the appl icant as per the Demographic Deta i ls rece ived f rom the Deposi tor ies . Appl icant may note tha t delivery of Refund Orders/Allotment Advice may get delayed i f the same once sen t to the address ob ta ined f rom the Deposi tor ies are re turned undel ivered . In such an event , the address and other detai ls given by the appl icant in the

Applicat ion Form would be used only to ensure dispatch of refund orders . Please note that any such delay shal l be a t the appl icant’s sole r isk and nei ther we nor the Lead Managers or the Co-Lead Managers or the Regis t rars shal l be l iable to compensate the appl icant for any losses caused to the appl icant due to any such delay or l iable to pay any interest for such delay.H o w e v e r i n c a s e o f a p p l i c a t i o n s m a d e u n d e r p o w e r o f at torney, our Company in i ts absolute discretion, reserves the r ight to permit the holder of Power of Attorney to request the Regis t rar that for the purpose of pr int ing par t iculars on the refund order and mail ing of Refund Orders /Allotment Advice, the demographic details obtained from the Depository of the appl icant shal l be used.I n c a s e n o c o r r e s p o n d i n g r e c o r d i s a v a i l a b l e w i t h t h e Deposi tor ies that matches al l three parameters , namely, the Deposi tory Par t ic ipant ’s ident i ty (DP ID) , Cl ient ID and PAN, then such appl icat ions are l iable to be rejected. i i . Applications for allotment of physical NCDs by Applicants who do not have a Demat Account: All Applicants who do not have a Demat Account and intend to apply for NCDs in physical form, should submit the Applicat ion Forms duly completed and accompanied by account payee cheques / drafts and the Know Your Customer (“KYC”) documents with the Members of the Syndicate , Trading Members of the Stock Exchanges . The cheque/bank draf t can be drawn on any bank, including a co-operat ive bank and is member or sub-member of the Bankers’ c lear ing-house and located at the place where the Applicat ion Form is submit ted, i .e . where the designated col lect ion centres of the Escrow Collect ion Banks are located. Outstat ion cheques /bank draf ts drawn on banks not par t ic ipat ing in the clear ing process wil l not be accepted and appl icat ions accompanied by such cheques or bank drafts are liable to be rejected and the Escrow Collection Banks shal l not be responsible for such reject ions. Payments though stockinvest would also not be allowed as the same has been discont inued by the RBI vide not i f icat ion No.DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stockinvest /Money Orders /Posta l Orders wi l l not be accepted. In case payment is effected in contravent ion of condi t ions ment ioned here in , the appl ica t ion i s l iab le to be rejected and appl icat ion money wil l be refunded and no interest wil l be paid thereon. A separate cheque / bank draf t must accompany each Applicat ion Form. No cash payments shal l be accepted.All cheques / bank dra f t s accompanying the app l ica t ion should be crossed “A/c Payee only” and (a) a l l cheques / bank draf ts accompanying the appl icat ions made by el igible applicants must be made payable to “India Infoline Finance Limited – NCD Escrow” .KYC Documents to be submitted by Applicants who do not have a Demat account and are applying for NCDs in the Physical Form:a . Se l f -a t t e s ted copy o f the p roof o f iden t i f i ca t ion ( fo r individuals) ; Any of the fol lowing documents shal l be considered as a ver i f iable proof of ident i f icat ion: Passport ; Voter ’s ID; Driving Licence; Government ID Card; Defence ID Card; Photo PAN Card Photo Rat ion Card.b. Self-at tes ted copy of the PAN card ( incase of a minor, the guardian shal l a lso submit the self a t tes ted copy of his / her PAN card);c . Self-at tes ted copy of the proof of res idence; Any of the fol lowing documents shal l be considered as a ver i f iable proof of res idence: ra t ion card issued by the GoI; va l id dr iv ing l icense issued by any t ransport authori ty of the Republ ic of India;

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“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

e lectr ic i ty bi l l (not older than three months) ; landl ine telephone bi l l (not older than three months); val id passport issued by the GoI; AADHAAR Let ter issued by Unique I d e n t i f i c a t i o n A u t h o r i t y o f I n d i a ( “ U I D A I ” ) ; v o t e r ’s Ident i ty Card issued by the GoI; passbook or la tes t bank s ta tement issued by a bank operat ing in India; leave and l icense agreement or agreement for sale or rent agreement or f la t main tenance b i l l ; Regis te red Off ice address in case of appl icants under Category I or Category II ; or l i fe insurance pol icy.d. Copy of a cancel led cheque of the bank account to which the amounts per ta ining to payment of refunds, interest and redemption, as appl icable , should be credi ted.Applicants applying for al lotment of NCDs in physical form, by s igning the Applicat ion Form, confim to the Company, the Lead Managers , Co-Lead Managers and the Regis t rar that they donot hold any Demat account in India . The Members of the Syndicate/ Trading Members of the Stock Exchanges shall on receipt of the completed Application Form along with the KYC Documents and the cheque/ draft, provide an acknowledgment o f the app l ica t ion to the Appl ican t . After ver i f icat ion of the KYC documents submit ted by the Applicant a long with the appl icat ion, the Members of the Syndicate/ Trading Members of the Stock Exchanges shal l upload al l such detai ls of the Applicant that is required for the purpose of a l lotment based on the Applicat ion Form on the onl ine platform of the Stock Exchanges.The Members of the Syndicate/ Trading Members of the Stock Exchanges shal l thereaf ter submit the physical Applicat ion Form (duly s tamped by such Members of the Syndica te / Trading Members of the Stock Exchanges) a long with the cheque/ bank draf t and the KYC Documents to the Escrow Collect ing Bank(s) . The Members of the Syndicate and the Trading Members of the Stock Exchange shall ensure they shall accept Application Forms only in such ci t ies/ towns where the banking branches ( e s c r o w b a n k s ) a r e a v a i l a b l e . D e t a i l s o f s u c h b a n k i n g branches are avai lable on the websi tes of the Lead Managers at www.axisbank.com, www.sbicaps.com, www.edelweissf in.com, www. t rus tgroup .co . in and www. i i f lcap .com and the C o - L e a d M a n a g e r s a t w w w. r r f i n a n c e . c o m / r r f c l . c o m a n d www.karvy.com. A l ink to the said web pages shal l a lso be avai lable on the websi te of NSE and BSE at www.nseindia .com and www.bseindia .com, respect ively.The Members of the Syndicate and the Trading Members o f the Stock Exchange sha l l ensure they sha l l accept Application Forms only in such cit ies / towns where the banking branches (escrow banks) are avai lable . Detai ls o f t h e t h e b r a n c h e s o f t h e E s c ro w B a n k s w h e re t h e Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shal l be deposited by the Members of the Syndicate and Trading Members are avai lable on the websites of the Lead Managers at www.axisbank.com, www.sbicaps.com, www.edelweissf in.com, www.trustgroup.co. in and www.i i f lcap.com and the Co-Lead Managers at www.rrfinance.com/rrfcl .com and www.karvy.com. A l ink to the said web pages shal l also be avai lable on the websi te of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. A l ink shal l also be provided to the above mentioned websites in the Application Form as wel l .b) ASBA ApplicationsProcedure for Appl ica t ion through the Members of the Syndicate/ Trading Members of the Stock Exchanges using the Applicat ions Supported by Blocked Amount (“ASBA”) facili ty and Applications through SCSBs using ASBA facili tyThis section is for the information of the Applicants proposing to subscr ibe to the Issue through the ASBA Process (“ASBA

Investors”) . Please note that appl icat ion through ASBA is optional for all categories of Applicants. The Lead Managers, Co-Lead Manager s and ou r Company a re no t l i ab l e fo r any amendments or modif icat ions or changes in appl icable l aws o r r egu la t ions , which may occur a f t e r the da te o f the Prospectus . ASBA Investors are advised to make their independent investigations and to ensure that the Application Form is correct ly f i l led up.Our Company, Lead Managers, Co-Lead Managers, Lead Brokers , our directors , a f f i l ia tes , assoc iates and the ir respective directors and off icers and the Registrar to the Issue shal l not take any responsibi l i ty for acts , mistakes, errors , omiss ions and commiss ions e tc . in re la t ion 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 shal l be presumed that for applications uploaded by SCSBs, the amount payable on applicat ion has been blocked in the relevant ASBA Account.The l is t of banks which have been not i f ied by SEBI to act as SCSBs for the ASBA Process is provided on ht tp: / /www.sebi .gov. in /cms/seb i_da ta /a t tachdocs /1325570097787.h tml . For de ta i l s on Designated Branches of SCSBs col lec t ing the Appl ica t ion Form, p lease re fe r the above ment ioned SEBI l ink.ASBA Applicants applying through a member of the Syndicate should ensure tha t the Appl ica t ion Form is submit ted to a member of the Syndicate only in the Specif ied Ci t ies . ASBA Applicants should also ensure that Applicat ion Forms submi t t ed to the Synd ica te in the Spec i f i ed C i t i e s w i l l not be accepted i f the SCSB where the ASBA Account , as specif ied in the Appl icat ion Form, is maintained has not named at least one branch at that locat ion for the Syndicate to deposi t the Applicat ion Form from ASBA Applicants (A l is t of such branches is avai lable a t hj t tp: / /www.sebi .gov.in/pmd/scsb-asba.html) . ASBA Applicants Applying direct ly through the SCSBs should ensure that the Applicat ion Form is submit ted to a Designated Branch, of a SCSB where the ASBA Account is maintained (A l is t of such branches is avai lable a t ht tp: / /www.sebi .gov. in/pmd/scsb-asba.html) .Those Appl ican t s who wish to app ly th rough the ASBA process by f i l l ing in physical Applicat ion Form wil l have to select the ASBA mechanism in Applicat ion Form and provide necessary detai ls . The f i l led in Applicat ion Form containing instruct ions to SCSB to block the Applicat ion Amount shal l be submit ted to the designated branches of the SCSBs. The ASBA Applicat ions can also be submit ted with the Member of the Syndicate a t the Syndicate ASBA Centres (only in Specif ied Cit ies) or with the Trading Members of the Stock Exchanges at the Syndicate ASBA Centres (only in Specif ied Cit ies) , who shal l in turn forward the same to the SCSBs, in accordance wi th the c i rcu lars i ssued by SEBI in th is regard from t ime to t ime. The Members of Syndicate and Trading Members of the Stock Exchange shal l accept ASBA Applicat ions only at the Syndicate ASBA Centres and should ensure that they ver i fy the detai ls about the ASBA Account and relevant SCSB prior to accept ing the Applicat ion Form.Care should be taken that such Application Forms should bear the s tamp of the relevant SCSB, Members of the Syndicate or t rading members of the Stock Exchanges, otherwise they are l iable to be rejected. ASBA Applicat ion in e lectronic mode wil l only be avai lable wi th such SCSBs who prov ide such fac i l i ty. In case o f appl ica t ion in such e lect ronic form, the ASBA Appl icant shal l submit the Applicat ion Form with instruct ion to block the Applicat ion amount e i ther through the internet banking facil i ty available with the SCSB, or such other electronically

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enabled mechanism for applying and blocking funds in the ASBA Account held with SCSB, as would be made avai lable by the concerned SCSB.Mode of payment: The Applicant applying under the ASBA P r o c e s s a g r e e s t o b l o c k t h e e n t i r e a m o u n t p a y a b l e o n appl icat ion with the submission of the Applicat ion Form, by authorizing the SCSB to block an amount , equivalent to the amount payable on appl icat ion, in an ASBA Account . After ver i fy ing that suff ic ient funds are avai lable in the A S B A A c c o u n t , d e t a i l s o f w h i c h a r e p r o v i d e d i n t h e Applicat ion Form or through which the Applicat ion is being made in case of e lec t ronic ASBA Appl icat ion, the SCSB shal l b lock an amount equivalent to the amount payable on appl icat ion mentioned in the Applicat ion Form unt i l i t receives ins t ruct ions f rom the Regis t rar. Upon receipt of int imat ion from the Regis t rar, the SCSBs shal l t ransfer such amount as per the Regis t rar ’s instruct ion from the ASBA Account . This amount wil l be t ransferred into the Publ ic Issue Account maintained by us as per the provis ions of sect ion 73(3) of the Companies Act . The balance amount remaining blocked in the ASBA Accounts , i f any, af ter the f inal isat ion of the Basis of Allotment shal l be unblocked by the SCSBs on the basis of the instruct ions issued in this regard by the Regis t rar to the Issue, the Lead Managers and Co-Lead Managers to the respect ive SCSB.The SCSB may reject the application at the time of acceptance of Applicat ion Form if the ASBA Account with the SCSB, detai ls of which have been provided by the Applicant in the Applicat ion Form, does not have suff ic ient funds equivalent t o t he amoun t payab le on app l i ca t ion men t ioned in the Appl i ca t ion Form. Subsequen t t o t he accep tance o f t he appl icat ion by the SCSB, the Regis t rar would have a r ight to re ject the appl icat ion on any of the technical grounds.In the event of withdrawal or re ject ion of Applicat ion Form or for unsuccessful Applicat ion Forms, the Regis t rar shal l give instruct ions to the SCSB to unblock the appl icat ion money in the re levant ASBA Account within twelve (12) Working Days of receipt of such instruct ion. There wil l be no interest paid on any such refunds.Depository account and bank details for Applicants applying under the ASBA ProcessI T I S M A N D AT O R Y F O R A L L T H E A P P L I C A N T S A P P L Y I N G U N D E R T H E A S B A P R O C E S S T O RECEIVE THEIR NCDs IN DEMATERIALISED FORM. A L L A P P L I C A N T S A P P LY I N G U N D E R T H E A S B A PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, PAN DETAILS, DEPOSITORY PA R T I C I PA N T I D E N T I F I C AT I O N N U M B E R A N D B E N E F I C I A R Y A C C O U N T N U M B E R I N T H E APPLICATION FORM. A p p l i c a n t s a p p l y i n g u n d e r t h e A S B A P ro c e s s s h o u l d n o t e t h a t o n t h e b a s i s o f n a m e o f t h e s e A p p l i c a n t s , Depository Participant’s name and identif icat ion number and benef ic iary account number provided by them in the Appl icat ion Form, the Regis trar to the Issue wi l l obtain from the Depository demographic detai ls of these Applicants such as PAN, address for printing on Allotment advice and occupation (“Demographic Detai ls”) . Hence, A p p l i c a n t s a p p l y i n g u n d e r t h e A S B A P ro c e s s s h o u l d careful ly f i l l in their Depository Account detai ls in the Application Form.T h e s e D e m o g r a p h i c D e t a i l s w o u l d b e u s e d f o r a l l correspondence with such Applicants including mail ing of the le t ters int imat ing unblocking of their respect ive ASBA Accounts . The Demographic Detai ls given by the Applicants in the Applicat ion Form would not be used for any other purposes by the Regis t rar. Hence, Applicants are advised to update their Demographic Detai ls as provided to their

Deposi tory Part ic ipants .By s igning the Applicat ion Forms, the Applicants applying under the ASBA Process would be deemed to have authorised the Deposi tor ies to provide, upon request , to the Regis t rar to the Issue, the required Demographic Detai ls as avai lable on i ts records.Letters int imating Allotment and unblocking the funds would be mailed at the address of the ASBA Applicant a s p e r t h e D e m o g r a p h i c D e t a i l s r e c e i v e d f r o m t h e D e p o s i t o r i e s . T h e R e g i s t r a r t o t h e I s s u e w i l l g i v e instruct ions to the SCSBs for unblocking funds in the ASBA Account to the extent NCDs are not a l lotted to such ASBA Applicants . ASBA Applicants may note that delivery of letters intimating unblocking of the funds may get delayed i f the same once sent to the address obtained from the Depositories are returned undel ivered. Note that any such delay shal l be at the sole r isk of the ASBA Applicants and none of us, the SCSBs, the Members of the Syndicate or Trading Member shal l be l iable to compensate the Applicant applying under the ASBA Process for any losses caused due to any such delay or l iable to pay any interest for such delay.I n c a s e n o c o r r e s p o n d i n g r e c o r d i s a v a i l a b l e w i t h t h e Depositories that matches three parameters, (a) Client ID, (b) the DP ID and (c) the PAN Number, then such appl icat ions are l iable to be rejected.6. Instructions for complet ing the Application Form A. Submission of Application Form (Non-ASBA)General Instruct ions Applicat ions to be made in prescr ibed form only;The forms to be completed in block le t ters in Engl ish;Information provided by the Applicants in the Applicat ion

Form will be uploaded on to the Stock Exchanges Platform system by the Members of the Syndicate, Trading Members o f the S tock Exchanges as the case may be , and the electronic data will be used to make allocation/ Allotment. The Applicants should ensure that the detai ls are correct and legible;

Applicat ions should be made by Karta in case of HUF. Please ensure PAN detai ls of the HUF is ment ioned and not of Karta;

Thumb impressions and s ignatures other than in Engl ish/Hindi/Gujarati /Marathi or any other languages specified in the 8 th Schedule of the Const i tut ion needs to be at tes ted by a Magistrate or Notary Publ ic or a Special Execut ive Magistrate under his /her seal ;

Every appl icant should hold va l id Permanent Account Number (PAN) and mention the same in the Applicat ion Fo rm. In ca se o f Jo in t App l i can t s , PAN o f a l l Jo in t Applicants is compulsory;

Applicants (other than those applying for Allotment of NCDs in physical form) should correct ly mention their DP ID and Client ID in the Applicat ion Form. For the purpose of evaluat ing the val idi ty of Applicat ions, the Demographic Detai ls of Applicants shal l be der ived from the DP ID and Client ID mentioned in the Applicat ion Form;

Applicants applying for Allotment of NCDs in physical form should submit the KYC documents as ment ioned above. The Registar shall withhold dispatch of the Physcial NCD cer t i f ica tes t i l l the proper KYC doecuments a re recieved;

All appl icants are required to t ick the relevant column of “Category of Investor” in the Applicat ion Form;

All appl icants are required to t ick the relevant box of the “Mode of Applicat ion” in the Applicat ion Form choosing ei ther ASBA or Non-ASBA mechanism;

All Application Forms (except in case of Application Forms

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through ASBA mechanism) duly completed together with cheque/bank draf t for the amount payable on appl icat ion must be del ivered before the closing of the Issue to any of the Members of the Syndicate and Trading Members of the Stock Exchanges, who shal l upload the same on the Stock Exchange Platform before the closure of the Issue;

All Applicants applying through Non-ASBA mechanism s h a l l m e n t i o n t h e A p p l i c a t i o n N u m b e r , S o l e / f i r s t Applicant’s name and the phone number on the reverse side of the cheque and demand draf t ;

No rece ip t wi l l be i s sued fo r the app l i ca t ion money. However, Banker s to the I s sue and /o r the i r b ranches receiving the appl icat ions wil l acknowledge the same;

Ensure that you select the correct opt ion while f i l l ing in the Applicat ion Form. Where the appl icants have not indicated their choice of the relevant Ser ies of NCDs, the Company sha l l a l lo t Opt ion I I NCDs to a l l va l id appl icat ions.

Further Instruct ions for ASBA Applicants ASBA Appl ican ts should cor rec t ly ment ion the ASBA

A c c o u n t n u m b e r a n d e n s u r e t h a t f u n d s e q u a l t o t h e Applicat ion Amount are avai lable in the ASBA Account before submit t ing the Applicat ion Form to the Designated Branch, otherwise the concerned SCSB shal l re ject the Applicat ion;

I f the ASBA Account holder is different f rom the ASBA Applicant , the Applicat ion Form should be s igned by the ASBA Account holder, in accordance with the instructions provided in the Applicat ion Form. Not more than f ive appl icat ions can be made from one s ingle ASBA Account ;

F o r A S B A A p p l i c a n t s , t h e A p p l i c a t i o n s i n p h y s i c a l mode should be submit ted to the SCSBs or a member of the Syndicate or to the Trading Members of the Stock Exchanges on the prescr ibed Applicat ion Form. SCSBs may provide the electronic mode for making appl icat ion e i ther through an in ternet enabled banking fac i l i ty or such other secured, e lectronical ly enabled mechanism for appl icat ion and blocking funds in the ASBA Account ;

Applicat ion Forms should bear the s tamp of the Member of the Syndicate, Trading Member of the Stock Exchanges and/or SCSB. Applicat ion Forms which do not bear the s tamp is l iable to be rejected.

ALL APPLICATIONS BY CATEGORY I APPLICANTS SHALL BE RECEIVED ONLY BY THE LEAD MANAGERS/ CO-LEAD MANAGERS/ LEAD BROKERS AND THEIR RESPECTIVE AFFILIATES.All Applicants should apply for one or more opt ion of NCDs in a s ingle Applicat ion Form only.Our Company wou ld a l lo t Op t ion I I NCDs to a l l va l id appl icat ions, wherein the appl icants have not indicated their choice of NCDs.B . P e r m a n e n t A c c o u n t N u m b e r : T h e a p p l i c a n t s h o u l d mention his or her Permanent Account Number (PAN) allotted under the IT Act (Excep t fo r Appl ica t ions on beha l f o f the Central or State Government off ic ia ls and the off ic ia ls appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Applicants res iding in the s ta te of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt f rom specifying their PAN for t ransact ing in the securi t ies market) . In accordance with Circular No. MRD/DOP/Ci r-05 /2007 da ted Apr i l 27 , 2007 i s sued by SEBI , the PAN would be the sole ident i f icat ion number for the part icipants t ransact ing in the securi t ies market , i r respect ive of the amount of t ransact ion. Any Applicat ion Form, without the PAN wi l l be re jec ted , i r respec t ive of the amount of t ransact ion. I t i s to be specif ical ly noted that the appl icants should not submit the GIR number instead of the PAN as the Applicat ion wil l be re jected on this ground.

C. Terms of Payment: The face va lue for the NCDs i s payable on appl icat ion only. In case of a l lotment of lesser number of NCDs than the number appl ied , our Company shal l refund/ unblock the excess amount paid on appl icat ion to the appl icant .7 . General InstructionsDo’s Check i f e l igible to apply;Read a l l t he i n s t ruc t i ons ca r e fu l l y and comple t e t he

Applicat ion Form;E n s u r e t h a t t h e d e t a i l s a b o u t D e p o s i t o r y P a r t i c i p a n t

and Benef ic iary Account in the a l lo tment of NCDs in Dematerailsed form through the Members of the Syndicate and Trading Members are correct , as a l lotment of NCDs to these appl icants wil l be in the demater ia l ized form only;

In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the A p p l i c a t i o n F o r m a s ‘ X Y Z H i n d u U n d i v i d e d F a m i l y applying through PQR’, where PQR is the name of the Karta . However the PAN number of the HUF should be mentioned in the Applicat ion Form and not that of the Karta;

Ensure that the Applications are submitted to the Members of the Syndicate and Trading Members on a t imely manner so that the detai ls can be uploaded by 5 pm;

E n s u r e t h a t t h e A p p l i c a n t ’s n a m e ( s ) g i v e n i n t h e Applicat ion Form is exact ly the same as the name(s) in which the beneficiary account is held with the Deposi tory Part ic ipant ;

Ensure that you mention your PAN al lot ted under the IT Act ;

Ensure that the Demographic Detai ls are updated, t rue and cor rec t in a l l respec ts (except in case where the appl icat ion is for NCDs in physical form);

Ensure the use of an Applicat ion Form bearing the s tamp of the re levant SCSB, Trading Members of the S tock Exchanges o r t he Member s o f t he Synd ica t e ( excep t in case of e lectronic ASBA Applicat ions) to whom the appl icat ion is submit ted;

I f applying for NCDs in physical form ensure the KYC documents are submit ted along with the Applicat ion Form and the date of bir th is ment ioned on the Appl icat ion Form;

Ensure that you have obtained al l necessary approvals f rom the relevant s ta tutory and/or regulatory authori t ies , as appl icable to each category of investor, to apply for, subscr ibe to and/or seek al lotment of NCDs pursuant to the Issue;

Ensure that you select the correct opt ion while f i l l ing in the Applicat ion Form. Where the appl icants have not indicated their choice of the relevant Ser ies of NCDs, the Company sha l l a l lo t Opt ion I I NCDs to a l l va l id appl icat ions;

Incase you a r e submi t t i ng an App l i ca t i on Fo rm to a t rading member ensure that he is located in a town / c i ty that has a escrow banking faci l i ty. ( l is t of such locat ions are avai lable on the websi tes of Stock Exchanges, the Company, Lead managers , and Co-Lead Managers , a l ink for the same being avai lable in the Applicat ion Form;

Ensure that you receive an acknowledgement f rom the Des igna ted Branch , the Trading Member of the S tock Exchanges or f rom the Members of the Syndica te , as the case may be, for the submission and upload of your Applicat ion Form;

D o ’s f o r A S B A A p p l i c a n t s i n a d d i t i o n t o t h e a b o v e mentioned general instructionsEnsure that you specify ASBA as the ‘Mode of Application’

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and use the Applicat ion Form bearing the s tamp of the relevant SCSB, Trading Members of the Stock Exchanges o r t he Member s o f t he Synd ica t e ( excep t i n ca se o f e lectronic Applicat ion Forms) to whom the appl icat ion is submit ted;

Ensure that your Appl icat ion Form is submit ted e i ther a t a Des ignated Branch of an SCSB where the ASBA Account is maintained, with a Trading Member of the S tock Exchanges a t t he Synd ica t e ASBA Cen t r e s ( i n Specif ied Cit ies) or with the Members of the Syndicate a t the Syndicate ASBA Centres ( in Specif ied Cit ies) and not to the Escrow Collect ion Banks (assuming that such bank is not a SCSB), to our Company or the Regis t rar to the Issue;

ASBA App l i can t s app ly ing th rough a Member o f t he S y n d i c a t e / Tr a d i n g M e m b e r s h o u l d e n s u r e t h a t t h e Applicat ion Form is submit ted to such Member of the Syndicate/ Trading Member only in the Specif ied Cit ies . ASBA Appl ican ts should a l so ensure tha t Appl ica t ion Forms submitted to the Members of the Syndicate/ Trading Member in the Specif ied Cit ies wil l not be accepted i f the SCSB where the ASBA Account , as specif ied in the Application Form, is maintained has not named at least one branch at that locat ion for the Members of the Syndicate/ Trading Member to deposi t the Applicat ion Form from ASBA Applicants (A l is t of such designated branches is avai lable a t ht tp: / /www.sebi .gov. in/pmd/scsb-asba.html) . ASBA Applicants Applying direct ly through the SCSBs should ensure that the Applicat ion Form is submit ted to a Designated Branch, of a SCSB where the ASBA Account i s mainta ined (A l is t of such branches is avai lable a t ht tp: / /www.sebi .gov. in/pmd/scsb-asba.html) .

Ensure that the Applicat ion Form is s igned by the ASBA Account holder in case the ASBA Applicant is not the account holder ;

Ensure that you have mentioned the correct ASBA Account number in the Applicat ion Form;

E n s u r e t h a t y o u h a v e f u n d s e q u a l t o o r m o r e t h a n the Appl ica t ion Amount in the ASBA Account be fore s u b m i t t i n g t h e A p p l i c a t i o n F o r m t o t h e r e s p e c t i v e Designated Branch, with a Trading Member of the Stock Exchanges or to the Members of the Syndicate;

In case you are submit t ing the Appl icat ion Form to a Member of the Syndicate , please ensure that the SCSBs with whom the ASBA Account specified in the Application Form is maintained, has a branch specif ied for col lect ing s u c h A p p l i c a t i o n F o r m s i n t h e l o c a t i o n w h e r e t h e Applicat ion Form is being submit ted.

Don’ts:Do not apply for lower than the minimum application size; Do not pay the appl icat ion amount in cash or by money

order or by postal order or by s tockinvest ; Do not f i l l up the Applicat ion Form such that the NCDs

appl ied for exceeds the issue s ize and/or investment l imit appl icab le to such inves tor under laws or regula t ions appl icable to such investor or maximum number of NCDs that can be held under the appl icable laws or regulat ions or maximum amount permiss ib le under the appl icab le regulat ions;

Do not submit the GIR number instead of the PAN as the Applicat ion Form wil l be rejected on this ground;

Do not submit the Appl icat ion Forms without the ful l Applicat ion Amount;

Do not submit Applicat ion Forms in non-ASBA mode to any of the Collect ion Centres of the Bankers to the Issue/ Regis t rar /Company;

Don’ts for ASBA Appl icants in addi t ion to the above mentioned general instructions

Payment of Applicat ion Amounts in any mode other than through blocking of the Applicat ion Amounts in the ASBA Accounts shal l not be accepted under the ASBA;

Do not send your phys ica l Appl ica t ion Form by pos t . Ins tead submi t the same to a Trad ing Member of the Stock Exchanges or to a Member of the Syndicate a t the Specif ied Cit ies , as the case may be;

Do not submi t more than f ive Appl ica t ion Forms per ASBA Account ;

Do not submit the Applicat ion Form with a Member of the Syndicate or Trading Member of the Stock Exchanges, a t a locat ion other than where the Syndicate ASBA Centres are located (Specif ied Cit ies) ; and

Do not submit ASBA Applicat ions to a Member of the Syndicate or the Trading Members of the Stock Exchanges unless the SCSB where the ASBA Account is maintained as specif ied in the Applicat ion Form, has named at- least one Designated Branch, as displayed on the SEBI websi te (www.sebi.gov.in/pmd/scsb-asba.html) in the relevant area for the Members of the Syndicate or the Trading Members of the Stock Exchanges to deposi t the Applicat ion Forms.

8.Other InstructionsA. Joint Applications: Appl icat ions may be made in s ingle or joint names (not exceeding three) . In the case of joint appl icat ions, a l l payments wil l be made out in favour of the f i rs t appl icant . All communicat ions wil l be addressed to the f i rs t named applicant whose name appears in the Applicat ion Form and at the address mentioned therein. PAN for al l Joint appl icants is compulsory.B. Addi t iona l / Mul t ip l e Appl i ca t ions : An app l i can t i s a l lowed to make one or more appl icat ions for the NCDs for the same or other ser ies of NCDs, subject to a minimum appl ica t ion s ize of ` 5 ,000 and in mul t ip les of ` 1 ,000 thereafter, for each application. Any application for an amount below the aforesaid minimum application size will be deemed as an invalid applicat ion and shal l be rejected. However, any appl icat ion made by any person in his individual capaci ty and an appl ica t ion made by such person in h is capaci ty as a kar ta of a Hindu Undiv ided fami ly and/or as jo in t appl icant , shal l not be deemed to be a mult iple appl icat ion but for the purpose of deciding whether the appl icant wil l be cons idered under the Reserved Ind iv idua l Por t ion o r Unreserved Individual Por t ion, two or more appl icat ions , as above, wil l be clubbed together. For the purposes of a l lo tment of NCDs under the Issue , a p p l i c a t i o n s s h a l l b e g r o u p e d b a s e d o n t h e PA N , i . e . appl icat ions under the same PAN shal l be grouped together and t reated as one appl icat ion. Two or more appl icat ions wil l be deemed to be mult iple appl icat ions i f the sole or f i rs t appl icant is one and the same. For the sake of c lar i ty, two or more appl icat ions shal l be deemed to be a mult iple appl icat ion for the aforesaid purpose i f the PAN number of the sole or the f i rs t appl icant is one and the same.C. Depository Arrangements: As per the provis ions of Sec t ion 68B o f t he Ac t , t he a l lo tmen t o f NCDs o f ou r Company can be made in both demater ia l i sed form ( i . e . not in the form of physical cer t i f icates but be fungible and be represented by the Statement issued through electronic mode) as wel l as physical form. We have made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in demater ia l ised form. Please note that t r ipar t i te agreements have been executed between our Company, the Registrar and both the depositories.As per the provis ions of the Deposi tor ies Act , 1996, the NCDs issued by us can be held in a demater ia l ized form. In this context : i . Tr i p a r t i t e A g r e e m e n t d a t e d N o v e m b e r 2 8 , 2 0 0 7 a n d

December 20 , 2007 be tween us , the Regis t ra r to the

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Issue and CDSL and NSDL, respect ive ly for offer ing deposi tory opt ion to the investors ,

i i . An app l i can t who wi shes t o app ly fo r NCDs in t he electronic form must have at least one beneficiary account with any of the Deposi tory Part ic ipants (DPs) of NSDL or CDSL prior to making the appl icat ion,

iii . The applicant seeking allotment of NCDs in the Electronic Form must necessar i ly f i l l in the Demographic Detai ls in the Applicat ion Form,

iv. NCDs al lot ted to an appl icant in the Electronic Account Form will be credited directly to the applicant’s respective beneficiary account(s) ,

v. F o r s u b s c r i p t i o n i n e l e c t r o n i c f o r m , n a m e s i n t h e Applicat ion Form should be ident ical to those appearing in the account detai ls in the deposi tory.

v i . Non- t ransferable Al lo tment Advice / refund orders wi l l be direct ly sent to the appl icant by the Regis t rars to this Issue,

v i i . I f i n c o m p l e t e / i n c o r r e c t d e t a i l s a r e g i v e n i n t h e Applicat ion Form, i t wi l l be re jected.

vi i i . For a l lotment of NCDs in e lectronic form, the address , nominat ion de ta i l s and o ther de ta i l s o f the appl icant a s r e g i s t e r e d w i t h h i s / h e r D P s h a l l b e u s e d f o r a l l co r r e spondence w i th t he app l i can t . The app l i can t i s t h e r e f o r e r e s p o n s i b l e f o r t h e c o r r e c t n e s s o f h i s / h e r demographic detai ls given in the Applicat ion Form vis-à-vis those with his /her DP. In case the information is incor rec t o r insuff ic ien t , our Company would no t be l iable for losses , i f any,

ix . I t may be noted that NCDs in e lectronic form can be t raded only on the Stock Exchanges having electronic connect ivi ty with NSDL or CDSL. NSE and BSE have connect ivi ty with NSDL and CDSL,

x. Interest/ redemption amount or other benefits with respect to the NCDs held in demater ia l ised form would be paid to those NCD holders whose names appear on the l is t of beneficial owners given by the Deposi tor ies to us as on record date . In case of those NCDs for which the beneficial owner is not ident i f ied by the Deposi tory as on the record date/ book closure date , we would keep in abeyance the payment of interest or other benefi ts , t i l l such t ime that the beneficial owner is ident i f ied by the Depository and conveyed to us, whereupon the interest or benefi ts wil l be paid to the beneficiar ies , as ident i f ied, within a per iod of ten (10) Working Days.

x i . The t rad ing of the NCDs sha l l be in demate r ia l i zed form only.

D. CommunicationsAll future Communications in connection with Applications

made in the Issue should be addressed to the Regis t rar to the Issue quot ing al l re levant detai ls as regards the appl icant and i ts appl icat ion.

Applicants can contact the Compliance Off icer of our C o m p a n y / L e a d M a n a g e r s / C o - L e a d M a n a g e r s o r t h e Regis t rar to the Issue in case of any Pre-Issue related problems. In case of Post - Issue re la ted problems such as non- receipt of Allotment Advice / credi t of NCDs in deposi tory’s beneficiary account / refund orders , e tc . , appl icants may contact the Compliance Off icer of our Company/Lead Manager/ Co-Lead Managers or Regis t rar to the Issue.

9. Rejection of Application: The Board of Directors and/or any commit tee of our Company reserves i ts ful l , unqual i f ied and absolute r ight to accept or re ject any appl icat ion in whole or in par t and in e i ther case without ass igning any reason thereof .Appl ica t ion may be re j ec ted on one or more t echnica l grounds, including but not restr ic ted to:

Applicat ions not duly s igned by the sole/ joint appl icants ( in the same sequence as they appear in the records of the deposi tory) , s ignature of sole and/ or joint appl icant(s) missing;

Appl ica t ions submi t ted wi thout payment o f the en t i re Applicat ion Amount . However, our Company may al lot NCDs up to the value of appl icat ion monies paid, i f such appl icat ion monies exceed the minimum appl icat ion s ize as prescr ibed hereunder;

In case of par tnership f i rms, NCDs may be regis tered in the names of the individual par tners and no f i rm as such shal l be ent i t led to apply. However a l imited l iabi l i ty par tnership f i rm can apply in i ts own name;

Date of Birth for First/ Sole Applicant for persons applying for a l lotment of NCDs in physical form not ment ioned in the Applicat ion Form;

Applicat ion by persons not competent to contract under the Indian Contract Act , 1872 including minors (without the name of guardian) and insane persons;

PAN of the Applicant not ment ioned in the Applicat ion Form excep t fo r Appl ica t ions by or on beha l f o f the Central or State Government and the off ic ia ls appointed by the courts and by investors res iding in the State of Sikkim, provided such claims have been ver i f ied by the Deposi tory Part ic ipants ;

GIR number furnished instead of PAN;A p p l i c a t i o n s f o r a m o u n t s g r e a t e r t h a n t h e m a x i m u m

permissible amounts prescribed by applicable regulat ions;Applicat ions by persons/ent i t ies who have been debarred

from accessing the capi ta l markets by SEBI;Appl i ca t i ons by any pe r sons ou t s i de Ind i a i nc lud ing

Applicat ions by OCBs;A n y a p p l i c a t i o n f o r a n a m o u n t b e l o w t h e m i n i m u m

appl icat ion s ize;A p p l i c a t i o n f o r n u m b e r o f N C D s , w h i c h a r e n o t i n

mult iples of one;A p p l i c a t i o n u n d e r p o w e r o f a t t o r n e y o r b y l i m i t e d

companies, corporate, trust etc. , where relevant documents are not submit ted;

Applicat ion Form does not have appl icant’s deposi tory account deta i l s ( i .e . DP ID & Cl ient ID) and has not opted for Allotment of NCDs in physical form;

Applicat ions accompanied by Stockinvest /money order /postal order ;

Applicat ion Forms not del ivered by the appl icant within the t ime prescr ibed as per the Applicat ion Form and the Prospectus and as per the instruct ions in the Prospectus and the Applicat ion Form;

In case the subscr ipt ion amount is paid in cash;In case no corresponding record is avai lable wi th the

Deposi tor ies that matches three parameters namely, c l ient ID, PAN and the DP ID;

Applicat ions submit ted direct ly to the Escrow Collect ion Banks, i f such bank is not the SCSB;

Application Form accompanied with more than one cheque; For appl icat ions in demat mode, DP ID/Client ID/PAN as

per Electronic f i le does not match with depository recordsApplicat ion not uploaded in to the Elect ronic f i les of

Stock exchangesApplicat ions by persons who are not e l igible to acquire

NCDs of our Company in terms of appl icable laws, rules , regulat ions, guidel ines and approvals ;

ASBA Applicat ion Forms not being s igned by the ASBA Account holder ;

ASBA Applications not having details of the ASBA Account to be blocked;

With respec t to ASBA Appl ica t ions , inadequa te funds in the ASBA Account to enable the SCSB to block the

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Applicat ion Amount specif ied in the ASBA Applicat ion Form at the t ime of blocking such Applicat ion Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds;

Applicat ions where clear funds are not avai lable in the Applicant’s bank account as per f inal cer t i f icates f rom Escrow Collect ion Banks;

Author iza t ion to the SCSB for b lock ing funds in the ASBA Account not provided;

Applicat ions uploaded af ter the expiry of the al located t ime on the Issue Closing Date , unless extended by the Stock Exchanges, as appl icable;

Applicat ions by Applicants whose demat accounts have been ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, 2010 bear ing number CIR/MRD/DP/22/2010;

ASBA Applications submitted to the Members of Syndicate or Trading Members of the Stock Exchange at locat ions other than the Specif ied Cit ies or a t a Designated Branch of a SCSB where the ASBA Account is not maintained, and ASBA Applicat ions submit ted direct ly to an Escrow Collect ing Bank (assuming that such bank is not a SCSB), to our Company or the Regis t rar to the Issue;

Kindly note that The ASBA Applications being submitted with the Member of the Syndicate or with the Trading Members of the Stock Exchanges should be submitted at the Syndicate ASBA Centres (only in Specif ied Cit ies) . Further, ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange at the Specif ied Cit ies wil l not be accepted i f the SCSB where the ASBA Account, as specif ied in the Application Form, is maintained has not named at least one Designated Branch at that Specif ied City for the Members of the Syndicate or Trading Members of the Stock Exchange, as the case may be, to deposit ASBA Applications (A l ist of such branches is avai lable at http:/ /www.sebi .gov. in/cms/sebi_data/attachdocs/1343901524048.html) .10. Allotment Advice / Refund OrdersThe unut i l i sed por t ion of the appl ica t ion money wi l l be refunded to the Applicant on the Designated Date and no la ter than twelve (12) working days from the Issue Closing Date in the manner as provided below: a) In case of Applicat ions made by Non-ASBA appl icants on the Stock Exchange through the Members of the Syndicate/ Trading Members of the Stock Exchanges by making payment though cheques , the unut i l i sed por t ion of the appl icat ion money ( inc ludes refund amounts payable to unsuccessful Applicants and also the excess amount paid on Applicat ion) wil l be credi ted to the Bank Account of the Applicant as per the banking account details (i) available with the depositories for Applicants having Demat accounts and ( i i ) as provided in the Applicat ion Form for others by way of any of the fol lowing modes:i . Direct Credi t – Investors having bank accounts with the Bankers to the Issue shal l be e l igible to receive refunds through direct credi t . Charges, i f any, levied by the relevant bank(s) for the same would be borne by us . i i . NECS – Payment of refund would be done through NECS for Investors having an account a t any of the 91 centres where such fac i l i ty has been made avai lable . This mode of payment of refunds would be subject to avai labi l i ty of complete bank account detai ls including the MICR code as avai lable f rom the Deposi tor ies . The payment of refunds through th is mode wi l l be done for Appl icants having a bank account a t any centre where NECS faci l i ty has been made avai lable (subject to avai labi l i ty of a l l information for credi t ing the refund through NECS).i i i . NEFT – Payment of refund shal l be undertaken through

NEFT wherever the Investors’ bank has been assigned the Indian Financial System Code (IFSC), which can be l inked to a MICR, al lot ted to that par t icular bank branch. IFSC Code wil l be obtained from the websi te of RBI as on a date immediately pr ior to the date of payment of refund, duly mapped with MICR numbers . In case of onl ine payment or wherever the Investors have registered their nine digi t MICR number and their bank account number with the deposi tory par t ic ipant while opening and operat ing the demat account , the MICR number and their bank account number will be duly mapped with the IFSC Code of that par t icular bank branch and the payment of refund wil l be made to the Investors through this method.iv. RTGS – If the refund amount exceeds ` 200,000, the Investors have the opt ion to receive refund through RTGS. Charges, i f any, levied by the refund bank(s) for the same would be borne by us. Charges, if any, levied by the Investor ’s bank receiving the credi t would be borne by the Investor.v. For a l l o ther Investors (non-ASBA) the refund orders wil l be despatched through Speed Post / Regis tered Post . Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/ f irst Investor and payable at par. vi . Credi t of refunds to Investors in any other e lectronic manner permissible under the banking laws, which are in force and are permit ted by the SEBI from t ime to t ime.b) In case of ASBA Applicat ions, the unut i l ised port ion of the appl icat ion money shal l be unblocked by the SCSBs on the basis of the instruct ions issued in this regard by the Regis t rar to the Issue, the Lead Managers and the Co-Lead Managers to the respect ive SCSBs.Further,Allotment of NCDs shal l be made within a t ime per iod

of twelve (12) Working Days from the date of c losure of the Issue;

Credit to demat account wil l be given no later than twelve (12) Working Days from the date of the closure of the Issue;

Our Company sha l l pay in te res t a t 15% ( f i f t een) pe r annum if Allotment is not made and refund orders are not dispatched and/or demat credi ts are not made to investors within twelve (12) Working Days of the Issue Closing Date or date of refusal of the Stock Exchange(s) , whichever is ear l ier. I f such money is not repaid within eight days from the day our Company becomes l iable to repay i t , our Company and every off icer in defaul t shal l , on and from expiry of e ight days, be l iable to repay the money with interest a t the rate of 15% as prescr ibed under Sect ion 73 of the Companies Act , provided that the beneficiary par t iculars re la t ing to such Applicants as given by the Applicants is val id a t the t ime of the upload of the demat credi t .

Our Company wil l provide adequate funds to the Regis t rars to the Issue, for this purpose.11. Retention of oversubscriptionOur Company is making a publ ic Issue of NCDs aggregat ing upto ` 2,500 million with an option to retain oversubscription of NCDs up to ` 2 ,500 mil l ion.12. Basis of Allotment The registrar wil l aggregate the applications based on the applications received through an electronic book from the stock exchanges and determine the val id applications for the purpose of drawing the basis of al location. Grouping o f the app l i ca t ion rece ived w i l l be then done in the fol lowing manner:Grouping of Applicat ions and Allocat ion Ratio: Applicat ions received from various appl icants shal l be grouped together on the fol lowing basis :a ) A p p l i c a t i o n s re c e i v e d f ro m C a t e g o r y I a p p l i c a n t s :

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Appl ica t ions received f rom Category I , shal l be grouped together, (“Inst i tut ional Port ion”);b ) A p p l i c a t i o n s re c e i v e d f ro m C a t e g o r y I I a p p l i c a n t s : Applicat ions received from Category II , shal l be grouped together, (“Non-Inst i tut ional Port ion”);c ) A p p l i c a t i o n s re c e i v e d f ro m C a t e g o r y I I I a p p l i c a n t s : Further with respect to appl icat ions received from Category I I I app l ican ts , app l ica t ions by app l ican ts who apply fo r NCDs aggregat ing to a value not more than ` 0 .5 mil l ion, across a l l ser ies of NCDs (Option I and/or Option II and/or Option III) , shall be grouped together, (“Reserved Individual Port ion”) whi le appl icat ions by appl icants who apply for NCDs aggregat ing to a value exceeding ` 0 .5 mil l ion, across a l l ser ies of NCDs (Option I and/or Option II and/or Option I I I ) , sha l l be separa te ly g rouped toge ther, (“Unreserved Individual Port ion”) .F o r r e m o v a l o f d o u b t , “ I n s t i t u t i o n a l P o r t i o n ” , “ N o n -Inst i tut ional Port ion” “Reserved Individual Port ion” and “Unreserved Individual Port ion” are individual ly referred to as “Port ion” and col lect ively referred to as “Port ions”For the purposes of determining the number of NCDs available for a l locat ion to each of the abovementioned Port ions, our Company shall have the discretion of determining the number of NCDs to be al lot ted over and above the Base Issue Size, in case our Company opts to re ta in any oversubscr ipt ion in the Issue upto ` 2 ,500 mil l ion. The aggregate value of NCDs decided to be al lot ted over and above the Base Issue Size, ( in case our Company opts to re ta in any oversubscr ipt ion in the Issue) , and/or the aggregate value of NCDs upto the Base Issue Size shal l be col lect ively termed as the “Overal l Issue Size”.Basis of Al lotment for NCDs(a) Allotments in the f i rs t instance:i. Applicants belonging to the Institutional Portion, in the first instance, wil l be a l located NCDs upto 40% of Overal l Issue Size on f i rs t come f i rs t serve basis (determined on the basis of date of receipt of each appl icat ion duly acknowledged by the Lead Managers/ Co-Lead Managers/ SCSB (Designated Branch or onl ine acknowledgement) ;i i . Appl icants belonging to the Non-Inst i tut ional Port ion, in the first instance, will be allocated NCDs upto 10% of Overall Issue Size on f i rs t come f i rs t serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Members of the Syndicate/ Trading Members/ SCSB (Designated Branch or onl ine acknowledgement)) ;i i i . A p p l i c a n t s b e l o n g i n g t o t h e U n r e s e r v e d I n d i v i d u a l P o r t i o n , i n t h e f i r s t i n s t a n c e , w i l l b e a l l o c a t e d N C D s upto 25% of Overal l Issue Size on f i rs t come f i rs t serve basis (determined on the basis of date of receipt of each a p p l i c a t i o n d u l y a c k n o w l e d g e d b y t h e M e m b e r s o f t h e Syndicate/ Trading Members/ SCSB (Designated Branch or onl ine acknowledgement)) ;iv. Applicants belonging to the Reserved Individual Portion, in the first instance, will be allocated NCDs upto 25% of Overall Issue Size on f i rs t come f i rs t serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Members of the Syndicate/ Trading Members/ SCSB (Designated Branch or onl ine acknowledgement)) ;A l l o t m e n t s , i n c o n s u l t a t i o n w i t h t h e D e s i g n a t e d S t o c k Exchange, shal l be made on a f i rs t -come f i rs t -serve basis , based on the date of upload of each appl icat ion in to the E lec t ron ic Book wi th S tock Exchanges , in each Por t ion subject to the Allocat ion Rat io .(b) Under Subscr ipt ion: Under subscript ion, i f any, in Reserved Individual Port ion or Unreserved Individual Port ion shal l f i rs t be met by inter-se adjustment between these two sub-categories . Thereaf ter, i f there is any under subscr ipt ion in any Port ion, pr ior i ty in

a l lotments wil l be given in the fol lowing order :i . Reserved Individual Port ion i i . Unreserved Individual Port ioni i i . Non-Inst i tut ional Port ioniv. Inst i tut ional Port ionv. on a f i rs t come f i rs t serve basis .F o r e a c h P o r t i o n , a l l a p p l i c a t i o n s u p l o a d e d i n t o t h e Electronic Book with Stock Exchanges would be t reated at par with each other. Allotment within a day would be on proport ionate basis , where NCDs appl ied for exceeds NCDs to be al lot ted for each Port ion respect ively.Minimum al lotments of 5 NCDs and in mult iples of 1 NCD thereaf ter would be made in case of each val id appl icat ion.(c) Allotments in case of oversubscr ipt ion:In case of an oversubscr ipt ion, a l lotments to the maximum extent , as possible , wil l be made on a f i rs t -come f i rs t -serve basis and thereafter on proportionate basis, i .e. full al lotment of NCDs to the applicants on a first come first basis for forms uploaded up to 5 pm of the date fa l l ing 1 (one) day pr ior to the date of oversubscr ipt ion and proport ionate a l lotment of NCDs to the appl icants on the date of oversubscr ipt ion (based on the date of upload of the Applicat ion on the Stock Exchange Platform, in each Port ion) .(d) Proport ionate Allotments: For each Port ion, on the date of oversubscr ipt ion:i ) Allotments to the appl icants shal l be made in proport ion to t he i r r e spec t ive app l i ca t ion s i ze , rounded o ff t o t he nearest integer,i i ) I f the process of rounding off to the neares t in teger resul ts in the actual a l locat ion of NCDs being higher than the Issue s ize , not a l l appl icants wil l be al lot ted the number of NCDs arr ived at af ter such rounding off . Rather, each appl icant whose al lotment s ize , pr ior to rounding off , had the highest decimal point would be given preference, i i i ) In the event , there are more than one appl icant whose ent i t lement remain equal af ter the manner of dis t r ibut ion referred to above, our Company wil l ensure that the basis o f a l lo tmen t i s f ina l i s ed by d raw o f lo t s i n a f a i r and equi table manner. (e) Applicant applying for more than one ser ies of NCDs: If an applicant has applied for more than one series of NCDs, and in case such appl icant is ent i t led to a l locat ion of only a par t of the aggregate number of NCDs appl ied for, the Series-wise al locat ion of NCDs to such appl icants shal l be in proport ion to the number of NCDs with respect to each Series , appl ied for by such appl icant , subject to rounding off to the neares t in teger, as appropr ia te in consul ta t ion wi th Lead Managers , Co-Lead Managers and Des igna ted Stock Exchange.All decis ions per ta ining to the basis of a l lotment of NCDs pursuant to the Issue shal l be taken by our Company in consultat ion with the Lead Managers, Co-Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provis ions of the Prospectus .Our Company wou ld a l lo t Op t ion I I NCDs to a l l va l id appl icat ions, wherein the appl icants have not indicated their choice of the relevant Ser ies of NCDs. Please note in case KYC documents are not proper, Registrar shal l hold back physical cer t i f icate a l loted to the appl icant pending receipt of complete KYC documents f rom Applicant and the Company shal l keep in abeyance the payment of interest or other benefi ts , t i l l such t ime. The Company shal l a lso not be l iable to pay interest for delay in depatch of the cer t i f icate incase of delay casued due to non reciept of proper KYC documents to the sat isfact ion of the Regis t rar.1 3 . I n v e s t o r W i t h d r a w a l s a n d P r e - c l o s u r e : I n v e s t o r Wi t h d r a w a l : A p p l i c a n t s a r e a l l o w e d t o w i t h d r a w t h e i r appl icat ions at any t ime pr ior to the closure of the Issue.

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“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Pre-closure: Our Company, in consul ta t ion with the Lead Managers and Co-Lead Managers reserves the r ight to c lose the Issue at any t ime prior to the Issue Closing Date, subject to receipt of minimum subscr ipt ion for NCDs aggregat ing to75% of the Base Issue. Our Company shal l a l lot NCDs with respect to the appl icat ions received at the t ime of such pre-closure in accordance with the Basis of Allotment as descr ibed hereinabove and subject to appl icable s ta tutory and/or regulatory requirements .14. Util isat ion of Application MoneyThe sum received in respect of the Issue wil l be kept in separa te bank accounts and we wi l l have access to such funds as per appl icable provis ions of law(s) , regula t ions and approvals .15. Util isat ion of Issue Proceedsi . Al l monies received pursuant to the Issue of NCDs to publ ic shal l be t ransferred to a separate bank account other than the bank account re fe r red to in sub-sec t ion (3 ) o f sect ion 73 of the Act .i i . De ta i l s o f a l l mon ie s u t i l i s ed ou t o f I s sue sha l l be disclosed under an appropriate separate head in our Balance Sheet indica t ing the purpose for which such monies had been ut i l ised; i i i . Detai ls of a l l unut i l ised monies out of issue of NCDs, i f any, shal l be disclosed under an appropriate separate head in our Balance Sheet indica t ing the form in which such unut i l ised monies have been invested.

iv. We shal l ut i l ize the Issue proceeds only upon al lotment of NCDs as s ta ted in the Prospectus and on receipt of the minimum subscr ipt ion of 75% of the Base Issue; andv. The Issue proceeds shall not be utilized towards full or part considerat ion for the purchase or any other acquisi t ion, inter al ia by way of a lease, of any property; however the Issue Proceeds may be used for issuing Loans against securi t ies .List ingThe NCDs offered through the Prospectus are proposed to be l is ted on the NSE and BSE. Our Company has obtained an ‘ in-pr inciple’ approvals for the Issue from the NSE vide their le t ter dated August 27, 2012 and from BSE vide their le t ter dated August 27, 2012. For the purposes of the Issue, NSE shal l be the Designated Stock Exchange.I f permissions to deal in and for an off ic ia l quotat ion of our NCDs are not granted by NSE and/ or BSE, our Company wil l for thwth repay, without interest , a l l moneys received f rom the appl icants in pursuance of the Prospectus . Our Company shal l ensure that a l l s teps for the complet ion of the necessary formali t ies for l is t ing and commencement of t rading at NSE and/ or BSE are taken within twelve (12) working days from the date of c losure of the Issue. For the avoidance of doubt , i t i s hereby clar i f ied that in the event of non subscr ipt ion to any one or more of the Options, such NCDs with Option(s) shal l not be l is ted.

TERMS OF THE ISSUEAuthority for the IssuePursuant to resolut ion passed by the shareholders of our Company at their AGM held on June 26, 2012 and in accordance with provis ions of Sect ion 293 (1)(d) of the Act , the Board has been authorised to borrow sums of money as they may deem necessary for the purpose of the business of our Company, which together with the monies a l ready borrowed by our Company (apart f rom temporary loans obtained from our Company’s bankers in the ordinary course of business) , may exceed at any t ime, the aggregate of the paid-up capi ta l of our Company and i ts f ree reserves ( that is to say, reserves , not set apar t for any specif ic purposes) by a sum not exceeding ` 120,000 mil l ion (Rupees One hundred and twenty thousand mil l ion) .At the meet ing of the Board of Directors of our Company, held on August 9 , 2012 the Directors have approved the issue of NCDs to the publ ic upto an amount not exceeding ` 5 ,000 mil l ion.Principal Terms & Condit ions of this Issue: The NCDs being offered as par t of the Issue are subject to the provis ions of the Debt Regulat ions, the Act , the Memorandum and Art ic les of Associat ion of our Company, the terms of the Prospectus , the Prospectus , the Applicat ion Forms, the terms and condi t ions of the Debenture Trust Agreement and the Debenture Trust Deed, other appl icable s ta tutory and/or regulatory requirements including those issued from t ime to t ime by SEBI/the Government of India/NSE and BSE, RBI, and/or other s ta tutory/regulatory authori t ies re la t ing to the offer, issue and l is t ing of securi t ies and any other documents that may be executed in connect ion with the NCDs. The fol lowing is a summary of the Issue. This summary should be read in conjunct ion with, and is qual i f ied in i ts ent i re ty by, more detai led information in the chapter t i t led “Terms of the Issue” beginning on page 258 of the Prospectus .Common Terms of NCDs

Particulars DetailsIssuer India Infoline Finance LimitedIssue Public Issue by our Company of NCDs aggregating upto ` 2,500 million with an option to retain over-

subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total of upto ` 5,000 million. The NCDs will be unsecured in the nature of subordinated debt and will be eligible for Tier II Capital.

Stock Exchanges proposed for listing of the NCDs

NSE and BSE

Issuance In physical and dematerialised formTrading Compulsorily in dematerialised formTrading Lot 1 (one) NCDDepositories NSDL and CDSLSecurity No security will be created in connection with the NCDs.

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Rating The NCDs proposed to be issued under this Issue have been rated ‘[ICRA]AA- (stable)’ by ICRA for an amount of upto `5,000 million vide its letter dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount of upto `5,000 million vide its letter dated August 13, 2012. The rating of the NCDs by ICRA indicates a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The modifier “-” (minus) reflects the comparative standing within the category. The rating of NCDs by ICRA indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The ratings provided by ICRA and CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions.

Issue Schedule* The Issue shall be open from September 5, 2012 to September 18, 2012.Pay-in date 3 (three) Business Days from the date of receipt of application or the date of realization of the cheques/

demand drafts, whichever is later.Deemed Date of Allotment

The date on which the Board or a duly authorized committee approves the Allotment of NCDs. All benefits relating to the NCDs including interest on NCDs shall be available to Investors from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment.

The specif ic terms of each instrument are set out below:Options I II III

Tenure 72 Months Frequency of Interest Payment Monthly Annually NAMinimum Application `5,000 (5 NCDs) (for all options of NCDs, namely Options I, II and III, either taken

individually or collectively)In Multiples of 1 NCD after the minimum applicationFace Value of NCDs(` / NCD)

`1,000

Issue Price (` / NCD) `1,000Mode of Interest Payment/Redemption#

Through Various options available

Through Various options available

Redemption through various options available

Coupon (%) for NCD Holders 12.75% per annum 12.75% per annum NA

Effective Yield (per annum) 13.52% 12.75% 12.75%Redemption Date 72 months from the Deemed Date of AllotmentRedemption Amount (`/NCD) Face Value of the NCDs

plus any interest that may have accrued

Face Value of the NCDs plus any interest that may

have accrued

` 2054.50

Deemed Date of Allotment Date of issue of the Allotment adviceNature of Indebtedness Un-Secured Redeemable Subordinated Debt

Credit Rating CRISIL ‘CRISIL AA-/Stable’ICRA ‘[ICRA]AA- Stable’

# For var ious modes of interest payment , please refer page 250 of the Prospectus .Period of SubscriptionThe subscr ip t ion l i s t sha l l r emain open fo r a pe r iod as indicated below, with an option for early closure or extension by such per iod, as may be decided by the duly authorised committee of Directors of our Company, subject to necessary approvals . In the event of such ear ly c losure of the Issue or extension, our Company shal l ensure that not ice of such ear ly c losure/extension is given one day pr ior to such ear ly date of closure through advert isement/s in a leading nat ional dai ly newspaper.Issue Opens on September 5, 2012Closing Date* September 18, 2012For detai ls on t iming for submission of Applicat ion Form, please refer page no. 41 of this Abridged Prospectus and page no. 260 of the Prospectus .

Escrow MechanismFor details, please refer to the chapter titled “Issue Procedure” under sub heading “Escrow Mechanism” on page 8 of this Abridged Prospectus and on page 265 of the Prospectus .Allotment of Debt Securit iesBasis of al lotmentFor details, please refer to the chapter titled “Issue Procedure” under sub heading “Basis of Allotment” on page 15 of this Abridged Prospectus and on page 278 of the Prospectus .Form and Denominat ionIn case of NCDs held in physical form, a s ingle cer t i f icate wil l be issued to the NCD Holder for the aggregate amount (“Consol idated Cer t i f ica te”) for each type of NCDs. The appl icant can also request for the issue of NCD cert i f icates in denominat ion of one NCD (“Market Lot”) . I n r e s p e c t o f C o n s o l i d a t e d C e r t i f i c a t e s , w e w i l l , o n l y upon receipt of a request f rom the NCD holder, spl i t such Consolidated Cert if icates into smaller denominations subject to the minimum of Market Lot . No fees would be charged for spl i t t ing of NCD cert i f icates in Market Lots , but s tamp duty payable , i f any, would be borne by the NCD holder. The reques t fo r sp l i t t ing should be accompanied by the

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original NCD cer t i f ica te which would then be t rea ted as cancel led by us .Grouping of appl icat ions and al locat ion rat ioF o r d e t a i l s , p l e a s e r e f e r t o t h e c h a p t e r t i t l e d “ I s s u e Procedure” under sub heading “Grouping of Appl icat ions and al locat ion rat io” on page 7 of this Abridged Prospectus and on page 278 of the Prospectus .Allotment in the f irs t instanceF o r d e t a i l s , p l e a s e r e f e r t o t h e c h a p t e r t i t l e d “ I s s u e P r o c e d u r e ” u n d e r s u b h e a d i n g “ A l l o t m e n t i n t h e f i r s t instance” on page 16 of this Abridged Prospectus and on page 278 of the Prospectus .Under subscript ionFor details, please refer to the chapter titled “Issue Procedure” under sub heading “Under subscr ipt ion” on page 16 of this Abridged Prospectus and on page 279 of the Prospectus .Over Subscript ionF o r d e t a i l s , p l e a s e r e f e r t o t h e c h a p t e r t i t l e d “ I s s u e Procedure” under sub heading “Allotment in case of over subscr ipt ion” on page 16 of this Abridged Prospectus and on page 279 of the Prospectus .Proport ionate al lotmentF o r d e t a i l s , p l e a s e r e f e r t o t h e c h a p t e r t i t l e d “ I s s u e Procedure” under sub head ing “Propor t iona te a l lo tment” on page 16 of this Abridged Prospectus and on page 279 of the Prospectus .Allotment in case of mult iple appl icat ionsFor details, please refer to the chapter titled “Issue Procedure” under sub heading “Addit ional / Mult iple Applicat ions” on page no. 13 of the Abridged Prospectus and on page no. 274 of the Prospectus .Refund OrdersF o r d e t a i l s , p l e a s e r e f e r t o t h e c h a p t e r t i t l e d “ I s s u e Procedure” under sub heading “Al lo tment Advice /Refund Orders” on page 15 of this Abridged Prospectus and on page 277 of the Prospectus .Payment of InterestFor details, please refer to the chapter t i t led “Issue Structure” under sub heading “Payment of Interest” on page 250 of the Prospectus .InterestInterest on Application MoneyInteres t on appl icat ion monies received which are used towards al lotment of NCDsOur Company shal l pay interest on applicat ion money on the amount a l lot ted, subject to deduct ion of income tax under the provis ions of the Income Tax Act , 1961, as amended, as appl icable , to any Applicant to whom NCDs are a l lot ted pursuant to the Issue from the date of real izat ion of the cheque(s) /demand draf t (s) whichever is la ter upto one day prior to the Deemed Date of Allotment , a t the rate of 4% per annum. However no interest is to be paid on appl icat ion amount to the ASBA Applicants . Our Company has a r ight to withdraw the Issue at anyt ime 2 ( two) days p r io r to I s sue C los ing Da te fo r r ece iv ing subscr ipt ion in the Issue. Our Company shal l in the event of such withdrawal, subject to receipt of a minimum subscription of 75% of the Base Issue , i . e . ` 1 ,875.00 mi l l ion , a l lo t NCDs to a l l appl icants who have appl ied for NCDs upto one day pr ior to the date by which Company gives not ice for withdrawal of Issue. Further our Company shal l pay interest on appl ica t ion money on the amount a l lo t ted , subjec t to deduct ion of income tax under the provis ions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are a l lot ted pursuant to the Issue from the date of real izat ion of the cheque(s) /demand draf t (s) or 3 ( three) days from the date of receipt of the appl icat ion (being the date of presentat ion of each appl icat ion as acknowledged by the Bankers to the Issue) whichever is la ter upto one day

pr ior to the Deemed Date of Allotment , a t the rate of 4 % per annum. However, i t i s c lari f ied that in the event that our Company does not receive a minimum subscript ion of 75% of the Base Issue, i .e . ` 1 ,875.00 mil l ion our Company wil l not al lot any NCDs to appl icants . Please note no interest is to be paid on appl icat ion monies to the ASBA Applicants .Our Company may enter into an arrangement with one or more banks in one or more ci t ies for direct credit of interest to the account of the appl icants . Alternat ively, the interest warrant wil l be dispatched along with the Let ter(s) of Allotment a t the sole r isk of the appl icant , to the sole/f i rs t appl icant .Interest on appl icat ion monies received which are l iable to be refundedOur Company shal l pay interest on appl icat ion money which i s l iab le to be refunded to the appl icants in accordance wi th the p rov i s ions o f the SEBI Deb t Regu la t ions and /or the Companies Act , or other appl icable s ta tutory and/or regulatory requirements , subject to deduct ion of income tax under the provis ions of the Income Tax Act , 1961, as amended , as app l icab le , f rom the da te o f rea l i za t ion o f the cheque(s) /demand draf t ( s ) upto one day pr ior to the Deemed Date of Allotment , a t the rate of 4% per annum. Such interest shal l be paid along with the monies l iable to be refunded. Interest warrant wil l be dispatched / credi ted ( in case of e lectronic payment) a long with the Let ter(s) of Refund at the sole r isk of the appl icant , to the sole/f i rs t appl icant . However no interest is to be paid on appl icat ion monies to the ASBA Applicants .In the even t our Company does no t r ece ive a min imum subscription of 75 % of the Base Issue, i .e. ` 1,875.00 million on the date of c losure of the Issue, the ent i re subscr ipt ion sha l l be r e funded to t he app l i can t s w i th in Twe lve (12 ) Working Days from the date of c losure of the Issue. I f there is delay in the refund of subscr ipt ion by more than 8 days af ter our Company becomes l iable to pay the subscr ipt ion amount , ou r Company wi l l pay in te res t fo r the de layed per iod, a t ra tes prescr ibed under sub-sect ions (2) and (2A) of Sect ion 73 of the Companies Act .P r o v i d e d t h a t , n o t w i t h s t a n d i n g a n y t h i n g c o n t a i n e d hereinabove, our Company shal l not be l iable to pay any in te res t on monies l i ab le to be re funded in case o f (a ) invalid applications or applications l iable to be rejected, and/or (b) appl icat ions which are withdrawn by the appl icant . Please refer to “Reject ion of Appl icat ion” at page 276 of the Prospectus and page no.14 of this Abridged Prospectus .Payment of Interest to NCD HoldersPayment of In teres t wi l l be made to those NCD holders whose names appear in the register of Debenture Holders (or to f i rs t holder in case of joint-holders) as on record date .We may enter into an arrangement with one or more banks in one or more ci t ies for direct credi t of interest to the account of the inves tors . In such cases , in te res t , on the in te res t payment date , would be direct ly credi ted to the account of those investors who have given their bank mandate .We may offer the faci l i ty of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from t ime to t ime to help NCD holders . The terms of this faci l i ty ( inc luding towns where th is fac i l i ty would be avai lable) would be as prescr ibed by RBI. Refer to the paragraph on “Manner of Payment of Interest /Refund/Redemption” .Tax exemption cer t i f icate/document , i f any, must be lodged at the off ice of the Regis t rar a t least 7(seven) days pr ior to the record date or as specif ical ly required, fa i l ing which tax appl icable on interest wil l be deducted at source on accrual thereof in our Company’s books and/or on payment thereof , in accordance with the provis ions of the IT Act and/or any other s ta tutory modif icat ion, enactment or not i f icat ion as the case may be.

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A tax deduct ion cer t i f icate wil l be issued for the amount of tax so deducted.Maturity and RedemptionThe NCDs issued pursuant to the Prospectus have a f ixed maturi ty date . The date of matur i ty for NCDs subscr ibed under a l l the opt ions is 72 months, respect ively, f rom the Deemed Date of Allotment .Terms of PaymentThe face value of ` 1 ,000 per NCD is payable on applicat ion i tself . In case of a l lotment of lesser number of NCDs than the number of NCDs appl ied for, our Company shal l refund/ u n b l o c k t h e e x c e s s a m o u n t p a i d o n a p p l i c a t i o n t o t h e applicant in accordance with the terms of the Prospectus. For fur ther detai ls please refer to the paragraph on “Interest on Application Money” beginning on page 256 of the Prospectus.Record DateThe record date for payment of interest in connect ion with the NCDs or repayment of pr incipal in connect ion therewith shal l be 3 ( three) working days pr ior to the date on which interest is due and payable , or the date of redemption or as prescr ibed by the relevant s tock exchange(s) .Manner o f Refund (except ASBA Appl icat ion) /Payment o f Interest The manner of payment of interest / refund in connect ion with the NCDs is set out below: l For NCDs appl ied / held in Demat form:The bank detai ls wil l be obtained from the Deposi tor ies for payment of Interest / refund (except ASBA Applicat ions) / redemption as the case may be. Applicants who have appl ied for or are holding the NCDs in Demat form, are advised to immediately update their bank account detai ls as appearing on the records of the deposi tory part ic ipant . Please note that fa i lure to do so may resul t in delays in credi t of refunds to the appl icant a t the appl icant’s sole r isk, and the Lead Managers, Co-Lead Managers, our Company nor the Registrar to the Issue shal l have any responsibi l i ty and undertake any l iabi l i ty for the same.l For NCDs held in physical form:The bank detai ls wil l be obtained from the Regis t rar to the Issue for payment of interest / refund / redemption as the case may be.The mode of interest / refund/ redemption payments shal l be undertaken in the fol lowing order of preference:1. Direct Credit: Investors having their bank account with the Refund Banks, shal l be el igible to receive refunds, i f any, through direct credi t . The refund amount , i f any, would be credi ted direct ly to their bank account with the Refund Banker.2 . NECS: Payment of interest / refund/ redemption shal l be undertaken through NECS for NCD Holders/Applicants having an account a t the centers ment ioned in NECS MICR l is t .T h i s m o d e o f p a y m e n t o f r e f u n d s w o u l d b e s u b j e c t t o avai labi l i ty of complete bank account detai ls including the Magnet ic Ink Character Recogni t ion (MICR) code, Indian Financial System Code (IFSC) code, bank account number, bank name and branch name as appearing on a cheque leaf , f rom the Deposi tor ies . One of the methods for payment of interest / refund / redemption is through NECS for NCD Holders/ Applicants having a bank account a t any of the abovementioned centers . 3 . RTGS: NCD Holders/ Applicants having a bank account w i t h a p a r t i c i p a t i n g b a n k a n d w h o s e i n t e r e s t p a y m e n t / refund/ redemption amount exceeds ` 0 .2 mil l ion, or such amount as may be f ixed by RBI from t ime to t ime, have the opt ion to receive refund through RTGS. Such el igible NCD Holders/ Applicants who indicate their preference to receive interest payment / refund / redemption through RTGS are required to provide the IFSC code in the Applicat ion Form

or int imate our Company and the Regis t rars to the Issue at least 7 (seven) days before the record date . Charges, i f any, levied by the NCD Holders/ Applicants’ bank receiving the credi t would be borne by the NCD Holders/ Applicant . In the event the same is not provided, interest payment / refund / redemption shal l be made through NECS subject to avai labi l i ty of complete bank account detai ls for the same as s ta ted above.4. NEFTPayment of interest / refund / redemption shall be undertaken through NEFT wherever the NCD Holders/ Applicants’ bank has been assigned the Indian Financial System Code (“IFSC”), which can be l inked to a Magnetic Ink Character Recognit ion (“MICR” ) , i f any, avai lable to that par t icular bank branch. IFSC Code wil l be obtained from the websi te of RBI as on a date immediately pr ior to the date of payment of refund, d u l y m a p p e d w i t h M I C R n u m b e r s . W h e r e v e r t h e N C D Holders/ Applicants have regis tered their nine digi t MICR number and their bank account number while opening and operat ing the de-mat account , the same wil l be duly mapped with the IFSC Code of that par t icular bank branch and the payment of interest / refund/redemption wil l be made to the NCD Holders/ Applicants through this method.5. Registered Post /Speed PostFor al l other NCD Holders/ Applicants , including those who have not updated their bank par t iculars with the MICR code or those Applicants who have been alloted Option I NCDs and i f the interest payment through NECS to such Applicants is unsuccessful and their payment opt ion is changed to Option II , the interest payment / refund / redemption orders shal l be dispatched under regis tered post for value up to `1,500 and through Speed Post / Regis tered Post for refund orders / interest payment/redemption orders of ` 1 ,500 and above.Please note that NCD Holders/ Applicants are e l igible to rece ive payments through the modes de ta i led in (1) , (2) (3) , and (4) herein above provided they provide necessary information for the above modes and where such payment faci l i t ies are a l lowed / avai lable .Please note that our Company shal l not be responsible to the holder of NCD, for any delay in receiving credi t of interest / refund / redemption so long as our Company has ini t ia ted the process of such request in t ime.Printing of Bank Particulars on Interest Warrants: As a matter of precaut ion against possible f raudulent encashment of refund orders and interes t / redemption warrants due to loss or misplacement , the par t iculars of the NCD Holders/ Appl icants ’ bank account are mandator i ly required to be given for pr int ing on the refund orders/ warrants . In relat ion to NCDs appl ied and held in demater ia l ized form, these par t iculars would be taken direct ly f rom the deposi tor ies . In case of NCDs held in physical form ei ther on account of remater ia l isat ion or t ransfer, the investors are advised to submit the i r bank account de ta i l s wi th our Company/ Regis t rar a t least 7 (seven) days pr ior to the record date fa i l ing which the refund orders / warrants wil l be dispatched to the postal address of the holder of the NCD as avai lable in the records of our Company.Bank accoun t pa r t i cu la r s w i l l be p r in t ed on the r e fund orders / warrants which can then be deposi ted only in the account specif ied.Effect of hol idays on payments: I f the date of in teres t payment fa l ls on a Saturday, Sunday or a publ ic hol iday in Mumbai not i f ied in terms of the Negot iable Instruments Act , 1881, then interest would be paid on the next working day. Payment of interest would be subject to the deduct ion as prescr ibed in the IT Act or any s ta tutory modif icat ion or re-enactment thereof for the t ime being in force.Tr a n s f e r / Tr a n s m i s s i o n o f N C D ( s ) : T h e N C D s s h a l l b e

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t r ans fe r red or t ransmi t ted f ree ly in accordance wi th the appl icable provis ions of the Act . The provis ions re la t ing to t ransfer and t ransmiss ion and other re la ted mat ters in respect of our shares contained in the Art ic les and the Act shal l apply, mutat is mutandis ( to the extent appl icable to debentures) to the NCD(s) as wel l . In respect of the NCDs held in physical form, a sui table instrument of t ransfer as may be prescribed by us may be used for the same. The NCDs held in demater ia l ised form shal l be t ransferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DP of the transfer or transferee and any other appl icable laws and rules not i f ied in respect thereof . The t ransferee(s) should ensure that the t ransfer formali t ies are completed pr ior to the record date . In the absence of the same, interest wil l be paid/redemption wil l be made to the person, whose name appears in the regis ter of debenture holders maintained by the Deposi tories/ Company, as the case may be. In such cases , c la ims, i f any, by the t ransferees would need to be set t led with the t ransferor(s) and not with us or Regis t rar.For NCDs held in Demat form: The normal procedure followed for transfer of securi t ies held in dematerial ised form shall be fol lowed for t ransfer of the NCDs held in Demat form. The sel ler should give del ivery instruct ions containing detai ls of the buyer ’s DP account to his deposi tory par t ic ipant .In case the t rans fe ree does no t have a DP account , the sel ler can re-mater ia l ise the NCDs and thereby convert his demater ia l ised holding into physical holding. Thereaf ter the NCDs can be t ransferred in the manner as s ta ted above.In case the buyer of the NCDs in physical form wants to hold the NCDs in demater ia l ised form, he can choose to demater ia l ise the securi t ies through his DP.Restrict ion on transfer of NCDs: There are no restr ic t ions o n t r a n s f e r s a n d t r a n s m i s s i o n o f N C D s a n d o n t h e i r consol ida t ion/ sp l i t t ing except as may be required under R B I r e q u i r e m e n t s a n d a s p r o v i d e d i n o u r A r t i c l e s o f Associat ion. Please refer to the chapter t i t led “Summary of Main Provis ions of the Art ic les of Associat ion” beginning on page 315 of this Prospectus .Tax Benefit to the Debenture Holder: Under the current tax laws, the following tax benefits interalia , will be available to the Debenture Holders as ment ioned below. The tax benefi ts are given as per the prevai l ing tax laws and may vary from t ime to t ime in accordance with amendments to the law or enac tments there to . The Debenture Holder i s adv ised to consider in h is own case the tax impl icat ions in respect of subscr ipt ion to and redemption of the Debentures af ter consul t ing his tax advisor as a l ternate views are possible .We are not l iable to the Debenture Holder in any manner for placing rel iance upon the contents of this s ta tement of tax benefi ts .To the Debenture HolderA. INCOME-TAXI . To the Resident Debenture Holder1. Interest on NCD received by Debenture Holders would be subject to tax at the normal ra tes of tax in accordance with and subject to the provis ions of the I .T. Act . No income tax is deduct ible a t source as per the provis ions of sect ion 193 of the I .T Act on interest on debentures in respect of the fol lowing:(a) In case the payment of interest on debentures to res ident individual or HUF Debenture Holder by a company in which the pub l i c a r e subs t an t i a l l y i n t e r e s t ed i n t he agg rega t e during the f inancial year does not exceed `5000 provided the interest is paid by an account payee cheque;(b) When the Assessing Off icer issues a cer t i f icate on an appl icat ion by a Debenture Holder on sat isfact ion that the to ta l income of the Debenture Holder jus t i f i es no / lower

deduct ion of tax at source as per the provis ions of Sect ion 197(1) of the I .T. Act ; and that cer t i f icate is f i led with the Company BEFORE THE PRESCRIBED DATE OF CLOSURE OF BOOKS FOR PAYMENT OF DEBENTURE INTEREST.(c) When the resident Debenture Holder with PAN (not being a company or a firm or a senior cit izen) submits a declaration in the prescribed Form 15G verif ied in the prescribed manner to the effect that the tax on his es t imated total income of the previous year in which such income is to be included in computing his total income wil l be ni l as per the provis ions of sect ion 197A (1A) of the I .T. Act . However, under sect ion 197A (1B) of the I .T. Act , Form 15G cannot be submit ted nor considered for exemption from deduct ion from tax at source i f the aggregate of income of the nature referred to in the said sect ion, viz . d ividend, interest , e tc . as prescr ibed therein, 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 tax, as may be prescr ibed in each year ’s Finance Act . To i l lus t ra te , as on Apr i l 1 , 2012, the maximum amount of income not chargeable to tax in case of individuals (other than senior c i t izens and super senior c i t izens) and HUFs is `200,000; in case of res ident senior c i t izens (who are 60 or more years of age but less than 80 years of age at any t ime during the f inancial year) is `250,000 and in case of res ident super senior c i t izens (who are 80 or more years of age at any t ime during the f inancial year) is `500,000 for Previous Year 2012-13. Senior c i t izens who are 65 years or more of age at any t ime during the f inancial year, enjoy the spec ia l p r iv i lege to submi t a se l f -dec la ra t ion in the prescr ibed Form 15H for non deduct ion of tax at source in accordance with the provis ions of sect ion 197A (1C) of the I .T. Act even i f the aggregate income credi ted or paid or l ikely to be credi ted or paid exceeds the maximum amount not chargeable to tax i .e . `250,000 for FY 2012-13 provided that the tax due on total income of the person is NIL. In a l l other s i tuat ions, tax would be deducted at source as per prevai l ing provis ions of the I .T. Act ; Form No.15G WITH PAN / 15H WITH PAN / Cert i f icate issued u/s 197(1) has to be f i led with the Company before the prescr ibed date of c losure of books for payment of debenture interest .(d) On any securities issued by a company in a dematerialized form and is l is ted on recognized s tock exchange in India . (w.e . f . June 1,2008) .2 . Under sect ion 2 (29A) of the I .T. Act , read with sect ion 2 (42A) of the I .T. Act , a l is ted debenture is t reated as a long term capi ta l asset i f the same is held for more than 12 months immediately preceding the date of i ts t ransfer. Under section 112 of the I .T. Act, capital gains arising on the transfer of long term capital assets being l isted securi t ies are subject to tax at the rate of 10% of capi ta l gains calculated without indexat ion of the cost of acquis i t ion. The capi ta l gains wil l be computed by deduct ing expendi ture incurred in connect ion with such t ransfer and cost of acquis i t ion of the debenture f rom the sale considerat ion.In case of an individual or HUF, being a res ident , where the total income as reduced by the long term capi ta l gains is below the maximum amount not chargeable to tax, then the long term capi ta l gains shal l be reduced by the amount by which the total income as so reduced fal ls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capi ta l gains shal l be computed at the rate ment ioned above.In addi t ion to the aforesaid tax, a surcharge of 5% of such tax l iabi l i ty, in the case of f i rms and domest ic companies where the income exceeds `10,000,000 is a lso payable . A 2% educat ion cess and 1% secondary and higher educat ion cess on the total income tax ( including surcharge) is payable by al l categories of taxpayers .

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3 . S h o r t - t e r m c a p i t a l g a i n s o n t h e t r a n s f e r o f l i s t e d debentures , where debentures are held for a per iod of not more than 12 months would be taxed at the normal ra tes of tax in accordance with and subject to the provis ions of the I .T. Act . The provis ions related to maximum amount not chargeable to tax, surcharge and educat ion cess descr ibed at para 2 above would also apply to such short- term capi ta l gains .4. In case the debentures are held as stock in trade, the income on t ransfer of debentures would be taxed as business income or loss in accordance with and subject to the provis ions of the I .T. Act .5 . H O W E V E R I N C A S E W H E R E TA X H A S T O B E DEDUCTED AT SOURCE WHILE PAYING DEBENTURE INTEREST, THE COMPANY IS NOT REQUIRED TO D E D U C T S U R C H A R G E , E D U C AT I O N C E S S A N D SECONDARY AND HIGHER EDUCATION CESS.IV. To the Other El igible Inst i tut ionsAll mutual funds regis tered under Securi t ies and Exchange Board of India or set up by publ ic sector banks or publ ic f inancial inst i tut ions or authorised by the Reserve Bank of India be exempt f rom tax on a l l thei r income, including income from investment in Debentures under the provisions of Sect ion 10(23D) of the I .T. Act subject to and in accordance with the provis ions contained therein.B. WEALTH TAXWealth- tax is not levied on investment in debentures under sect ion 2(ea) of the Weal th- tax Act , 1957.C. GIFT TAXG i f t - t a x i s n o t l e v i e d o n g i f t o f d e b e n t u r e s i n t h e h a n d s o f t h e d o n o r a s w e l l a s t h e d o n e e b e c a u s e t h e provis ions of the Gif t - tax Act , 1958 have ceased to apply i n r e s p e c t o f g i f t s m a d e o n o r a f t e r O c t o b e r 1 , 1 9 9 8 . HOWEVER, IF ANY INDIVIDUAL OR HUF, RECEIVES THESE DEBENTURES OF THE AGGREGATE VALUE O V E R ` 5 0 , 0 0 0 F R O M A N Y P E R S O N O R P E R S O N S WITHOUT CONSIDERATION OR RECEIVES THESE D E B E N T U R E S F O R A C O N S I D E R AT I O N W H I C H I S LESS THAN AGGREGATE FAIR MARKET VALUE OF THE DEBENTURES BY AN AMOUNT EXCEEDING FIFTY THOUSAND RUPEES, THERE WILL BE LIABILITY TO INCOME TAX TO THE EXTENT PROVIDED IN SECTION 56(2) (VII) OF THE INCOME TAX ACT 1961 TO SUCH RECEIVER. HOWEVER, THE DEBENTURES RECEIVED A S G I F T S F R O M A N Y R E L AT I V E A S D E F I N E D I N S E C T I O N 5 6 ( 2 ) ( V I I ) O F T H E I N C O M E TA X A C T WILL NOT ATTRACT INCOME TAX LIABILITY IN THE HANDS OF THE RECEIVER.F o r f u r t h e r d e t a i l s , p l e a s e r e f e r t o t h e c h a p t e r t i t l e d “Statement of Tax Benefits” on page no. 45 of the Prospectus.

ANY OTHER INFORMATIONMinimum SubscriptionI f our Company does not receive the minimum subscr ipt ion of 75% of the Base Issue , i . e . ` 1875.00 mi l l ion , pr ior to c losure of the i s sue , the en t i re subscr ip t ion sha l l be refunded to the Applicants within twelve (12) working days from the date of c losure of the Issue. I f there is delay in the refund of subscr ipt ion by more than 8 days af ter our Company becomes l iable to refund the subscr ipt ion amount , our Company wil l pay interest for the delayed per iod, a t ra tes prescr ibed under sub-sect ions (2) and (2A) of Sect ion 73 of the Companies Act .Jurisdict ionExclusive jur isdict ion for the purpose of the Issue is with the competent courts of jur isdict ion in Mumbai , India .Ranking of NCDsThe NCDs would constitute direct obligations of our Company

and shal l rank subordinate to the claims of other credi tors of the Company. The claims of the NCD holders shal l be subordinate to the claims of any secured credi tors , subject to appl icable s ta tutory and/or regulatory requirements .Debenture Redemption ReserveSection 117C of the Act s tates that any company that intends to issue debentures must create a DRR to which adequate amounts shal l be credi ted out of the prof i ts of our Company unt i l the redempt ion of the debentures . The Minis t ry of Corporate Affairs has , through i ts c i rcular dated Apri l 18, 2002, (“Circular”) , specif ied that the quantum of DRR to be created before the redemption l iabi l i ty actual ly ar ises in normal c i rcumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest / Redemption amount , ( i f not a l ready paid) , t i l l the debentures are redeemed and cancel led. The Circular however fur ther specif ies that , for NBFCs l ike our Company, (NBFCs which are regis tered with the RBI under Sect ion 45-IA of the RBI Act) , the adequacy of the DRR wil l be 50% of the value of debentures issued t h r o u g h t h e p u b l i c i s s u e . A c c o r d i n g l y o u r C o m p a n y i s required to create a DRR of 50% of the value of debentures issued through the publ ic issue. As fur ther c lar i f ied by the Circular, the amount to be credi ted as DRR wil l be carved out of the prof i ts of our Company only i f there is prof i t for the par t icular year and there is no obl igat ion on the par t of our Company to create DRR if there is no prof i t for the part icular year. Our Company shal l credi t adequate amounts to DRR, from i ts prof i ts every year unt i l such NCDs are redeemed. The amounts credited to DRR shall not be ut i l ized by our Company except for the redemption of the NCDs.

OTHER INSTRUCTIONSNomination faci l i ty to NCD holderIn accordance with Sect ion 109A of the Act , the sole NCD holder or f i r s t NCD holder, a long wi th o ther jo in t NCD holders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or a l l the joint-holders , as the case may be, shal l become ent i t led to the NCD. A person, being a nominee, becoming ent i t led to the NCD by reason of the death of the NCD holder(s) , shal l be ent i t led to the same r ights to which he would be ent i t led i f he were the regis tered holder of the NCD. Where the nominee is a minor, the NCD holder(s) may make a nominat ion to appoint , in the prescr ibed manner, any person to become ent i t led to the NCD(s) , in the event of his death, during the minority. A nomination shall stand rescinded upon sa le of a NCD by the person nominat ing . A buyer wil l be ent i t led to make a f resh nominat ion in the manner prescr ibed. When the NCD is held by two or more persons, the nominee shall become enti t led to receive the amount only on the demise of a l l the holders . Fresh nominat ions can be made only in the prescr ibed form avai lable on request a t our Regis tered/ Corporate Off ice or a t such other addresses as may be not i f ied by us .NCD holder(s) are advised to provide the specimen signature of the nominee to us to expedi te the t ransmission of the NCD(s) to the nominee in the event of demise of the NCD holder(s) . The s ignature can be provided in the Applicat ion Form or subsequently at the time of making fresh nominations. This fac i l i ty of provid ing the spec imen s ignature of the nominee is purely opt ional .In accordance with Sect ion 109B of the Act , any person who becomes a nominee by vir tue of the provis ions of Sect ion 109A of the Act , shal l upon the product ion of such evidence as may be required by the Board, e lect e i ther :l to register himself or herself as the holder of the NCDs; orl to make such transfer of the NCDs, as the deceased holder could have made.

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Further, the Board may at any t ime give notice requir ing any nominee to choose ei ther to be regis tered himself or herself or to t ransfer the NCDs, and i f the not ice is not complied with, within a per iod of 90 days, the Board may thereaf ter withhold payment of a l l in terests or redemption premiums or other monies payable in respect of the NCDs, unt i l the requirements of the not ice have been complied with.For nominat ions made in demater ia l ised mode, there is no need to make a separa te nomina t ion wi th our Company. N o m i n a t i o n s r e g i s t e r e d w i t h t h e r e s p e c t i v e D e p o s i t o r y Part ic ipant of the appl icant would prevai l . I f the investors require changing thei r nominat ion , they are reques ted to inform their respect ive Deposi tory Part ic ipant .Rights o f NCD holders : Some of the s ign i f ican t r igh t s avai lable to the NCD holders are as fol lows:1. The NCDs shal l not , except as provided in the Act , confer upon the holders thereof any r ights or pr ivi leges avai lable to our members including the r ight to receive not ices or annual reports of , or to a t tend and/or vote , a t our general meet ing . However, i f any reso lu t ion a ffec t ing the r igh ts a t tached to the NCDs is to be placed before the members , the said resolut ion wil l f i rs t be placed before the concerned regis tered NCD holders for their considerat ion. In terms of Sect ion 219(2) of the Act , holders of NCDs shal l be ent i t led to a copy of the balance sheet and copy of t rust deed on a specif ic request made to us .2 . Subject to appl icable s ta tutory/regulatory requirements , including requirements of the RBI, the r ights , pr ivi leges and condi t ions at tached to the NCDs may be var ied, modif ied and/or abrogated with the consent in wri t ing of the holders of a t least three-fourths of the outs tanding amount of the NCDs or with the sanct ion of a special resolut ion passed at a meet ing of the concerned NCD holders , provided that noth ing in such consent or resolu t ion shal l be opera t ive against us , where such consent or resolut ion modif ies or var ies the terms and condi t ions governing the NCDs, i f the same are not acceptable to us .3 . The regis tered NCD holder or in case of joint-holders , the one whose name s tands f i rs t in the regis ter of debenture holders shal l be ent i t led to vote in respect of such NCDs, ei ther in person or by proxy, at any meeting of the concerned NCD holders and every such holder shal l be ent i t led to one vote on a show of hands and on a pol l , h is /her vot ing r ights on every resolut ion placed before such meet ing of the NCD holders shal l be in proport ion to the outs tanding nominal value of NCDs held by him/her.4 . The NCDs a re sub jec t to the p rov i s ions o f the Debt Regu la t i ons , t he Ac t , t he Memorandum and Ar t i c l e s o f Associat ion of our Company, the terms of the Prospectus , Prospectus , the Applicat ion Forms, the terms and condi t ions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and l is t ing, of securi t ies and any other documents that may be executed in connect ion with the NCDs.5. A register of NCD holders will be maintained in accordance with Sect ion 152 of the Act and al l in terest / redemption premiums and pr incipal sums becoming due and payable in respect of the NCDs wil l be paid to the regis tered holder thereof for the t ime being or in the case of joint-holders , to the person whose name s tands f i rs t in the Regis ter of NCD holders as on the record date . Further as the NCDs issued are a lso being issued in Demat form, the Deposi tor ies shal l a lso maintain the updated regis ter of holders of the NCDs in Demat Form.6 . Sub jec t to compl iance wi th RBI requ i rements , NCDs can be rol led over only with the consent of the holders of a t least 75% of the outs tanding amount of the NCDs af ter providing at least 21 days prior not ice for such rol l over and

in accordance with the Debt Regulat ions. Our Company shall redeem the debt securi t ies of a l l the debt securi t ies holders , who have not given their posi t ive consent to the rol l -over.7 . The aforementioned r ights of the NCD holders are merely indicative. The final r ights of the NCD holders wil l be as per the terms of the Prospectus and the Debenture Trust Deed to be executed between our Company and the Debenture Trustee.Impersonation: As a matter of abundant precaution, attention o f the Inves to rs i s spec i f i ca l ly d rawn to the p rov i s ions of sub-sect ion (1) of sect ion 68A of the Act , re la t ing to punishment for f ic t i t ious appl icat ions.List ing: An appl icat ion has been made to NSE and BSE for permission to deal in and for an off ic ia l quotat ion of our NCDs. NSE has been appointed as the Designated Stock Exchange.I f permissions to deal in and for an off ic ia l quotat ion of our NCDs are not granted by NSE and/ or BSE, our Company wil l for thwith repay, without interest , a l l moneys received from the appl icants in pursuance of the Prospectus .Our Company shal l ensure that a l l s teps for the complet ion of the necessary formali t ies for l is t ing and commencement of t rading at a l l the Stock Exchanges mentioned above are taken within 12 working days from the date of a l lotment .For the avoidance of doubt , i t i s hereby clar i f ied that in the event of non subscript ion to any one or more of the Options, such NCDs with Option(s) shal l not be l is ted.Trustees for the NCD holders: We have appointed IDBI Trusteeship Services Limited to act as the Debenture Trustees for the NCD holders . We and the Debenture Trustee wil l execute a Debenture Trust Deed, inter al ia , specifying the powers, authori t ies and obl igat ions of the Debenture Trustee and us . The NCD holder(s) shal l , wi thout fur ther ac t or deed, be deemed to have i r revocably given their consent to the Debenture Trustee or any of i ts agents or authorised off ic ia ls to do al l such acts , deeds, mat ters and things in respect of or re la t ing to the NCDs as the Debenture Trustee may in i ts absolute discret ion deem necessary or require to be done in the interest of the NCD holder(s) . Any payment made by us to the Debenture Trustee on behalf of the NCD holder(s) shal l discharge us pro tanto to the NCD holder(s) .Event of Default: The Debenture Trustee wil l protect the interest of the NCD holders in the event of defaul t by us in regard to t imely payment of interest and repayment of pr incipal and they wil l take necessary act ion at our cost .Pre-Issue Advertisement: Our Company will issue a statutory advert isement on or before the Issue Opening Date . This adver t i sement wi l l conta in the informat ion as prescr ibed under Debt Regulat ions. Mater ia l updates , i f any, between the date of f i l ing of the Prospectus with ROC and the date of re lease of this s ta tutory advert isement wil l be included in the s ta tutory advert isement .F o r d e t a i l s o n “ U t i l i z a t i o n o f a p p l i c a t i o n m o n e y t i l l allotment”, please refer to page 6 of this Abridged Prospectus and page no. 44 of the Prospectus .

DETAILS PERTAINING TO THE COMPANY

General Information and BackgroundIndia Infol ine Finance Limited: Our Company (CIN No: U67120MH2004PLC147365) was incorpora ted on Ju ly 7 , 2004 as a private l imited company “ India Infoline Investment Services Private Limited” under the provis ions of the Act . The S t a tu s o f ou r company was changed pu r suan t t o a resolution of our shareholders to a public l imited company on May 15, 2007 and our name was changed to “ India Infol ine Investment Services Limited” pursuant to Fresh Cert i f icate of Incorporat ion dated July 10, 2007 issued by the Regis t rar o f Compan ie s , Maha ra sh t r a , Mumba i . Fu r the r t he name of the Company was changed to “India In fol ine Finance

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Limited” pursuant to Fresh Certif icate of Incorporation dated November 18, 2011 issued by the Regis t rar of Companies , Maharashtra , Mumbai .NBFC Registration : Our Company holds a cer t i f icate of regis t ra t ion da ted May 12, 2005 bear ing regis t ra t ion no . B-13.01792 issued by the RBI to carry on the act ivi t ies of a NBFC under sect ion 45 IA of the RBI Act .R e g i s t e r e d O f f i c e : I I F L H o u s e , S u n I n f o t e c h P a r k , R o a d N o . 1 6 V, P l o t N o . B - 2 3 , T h a n e I n d u s t r i a l A r e a , Wagle Estate , Thane – 400 604; Maharashtra , IndiaTel.: +91 22 2580 6650; Fax: +91 22 2580 6654 Website: www.iiflfinance.com Corporate Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India Tel.: +91 22 4249 9000; Fax: +91 22 2495 4313

Company Secretary and Compliance Officer: Mr. Dilip Vaidya IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India E-mail: [email protected]; Tel. : +91 22 4249 9184; Fax: +91 22 2495 4313Registrar of Companies , Maharashtra, Mumbai100, Everest House, Marine Lines , Mumbai 400 002. Maharashtra , IndiaFor further detai ls , p lease refer to chapter t i t led “General Information” on page 1 of the Prospectus and to the chapter t i t led “History and Certain Other Corporate Matters” on page 79 of the Prospectus .

CAPITAL STRUCTUREDetails of share capitalAuthoised Share Capital of the Company is ` 3,200,000,000 comprising of 300,000,000 equity shares of ` 10 each, 1,999,600 equity shares of `100 each, 150 Preference Shares of ` 100 each and 250 11% Non- cumulative redeemable preference shares of ` 100 each.The Issued, Subscribed and Paid-up share capital is ` 2,371,540,300 comprising of 237,154,030 Equity Shares of ` 10 eachEquity Share Capital History of our Company:

Date ofAllotment

No. of Equity Shares

FaceValue

(in `)

Issue Price(in `)

Consideration(Cash, other

than cash etc.)

Nature of Allotment Cumulative No. of Equity Shares

Cumulative Equity Share

Capital(in `)

Cumulative Equity Share

Premium(in `)

July 7, 2004 10,000 10 10 Cash Initial subscription to MoA

10,000 100,000 -

July 21, 2004 1,990,000 10 11 Cash Preferential allotment to India Infoline Limited

2,000,000 20,000,000 1,990,000

August 3, 2005

3,000,000 10 100 Cash Issue of Equity Shares on a Rights basis to India Infoline Limited

5,000,000 50,000,000 271,990,000

March 26, 2007

7,000,000 10 150 Cash Issue of Equity Shares on a Rights basis to India Infoline Limited

12,000,000 120,000,000 1,251,990,000

September 26, 2007

465,075 10 200 Other than Cash

Preferential Allotment made to India Infoline Limited1

12,465,075 124,650,750 1,340,354,250

November 21, 2007

1,184,925 10 283 Cash Preferential Allotment made to India Infoline Limited

13,650,000 136,500,000 1,663,838,775

November 29, 2007

3,962,903 10 767.83 Cash Preferential Allotment to Orient Global Tamarind Fund Pte Limited

17,612,903 176,129,030 4,667,045,555

January 18, 2008

173,650 10 1,151.74 Cash Preferential Allotment

to Bennet Coleman and Co. Limited

17,786,553 177,865,530 4,865,308,706

February 6, 2008

5,928,850 10 1014 Cash Right Issue2 23,715,403 237,154,030 10,808,374,1063

September 24, 2010

213,438,627 10 10 Other than cash

Bonus Issue4 237,154,030 2,371,540,300 8,657,487,8365

Notes:1. Preferential allotment of 465,075 Equity Shares of our Company to India Infoline Limited against a consideration of transfer of 65,000 equity shares of Moneyline Credit Limited and 1,400,100 equity shares of India Infoline Distribution Company Limited to our Company.2. Issue of Equity Shares on a rights basis to (i) India Infoline Limited - 4,550,000 (ii) Orient Global Tamarind Fund Pte Limited – 1,320,967 (iii) Bennet Coleman and Co. Limited – 57,883 - Total 5,928,8503. After reduction of Securities Premium Account on account of adjustment of share issue expenses (stamp duty)

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4. The Board recommended that a sum of ` 2,134,386,270 be capitalised out of the Securities Premium Account and issued as 213,438,627 equity shares of ` 10 each credited as fully paid bonus shares to the holders of the existing Equity Shares of our Company as on date in proportion of nine equity shares of ` 10 each for every one existing equity share of ` 10 each held and that such new Equity Shares shall rank pari passu with the existing issued Equity Shares.5. Pursuant to reduction of Securities Premium Account on account of issue of Bonus Equity Shares and adjustment of share issue expenses Shareholding pattern of our Company as on August 17, 2012:

Sr.No.

Name of the Shareholder Total number of Equity Shares

Number of shares held in dematerialized form

Total shareholding as a % of total number of

Equity Shares

Shares pledged or otherwise encumbered

1 India Infoline Limited 234,457,549 234,457,549 98.87 Nil2 Mr. Nirmal B. Jain* 4,950 Nil 0.00 Nil3 Mr. R. Venkataraman* 5,000 Nil 0.00 Nil4 Mr. Narendra Jain* 10 Nil 0.00 Nil5 Mr. Amit Mehendale* 10 Nil 0.00 Nil6 Mr. Biren Patel* 10 Nil 0.00 Nil7 Mr. R. Mohan* 10 Nil 0.00 Nil8 Mr. Mukesh Kumar Singh* 10 Nil 0.00 Nil9 Bennet Colemen &

Company Limited 2686481 2686481 1.13 Nil

Total 237,154,030 237,144,030 100.00 Nil*Nominee of India Infoline LimitedFor further details, please refer to the chapter titled “Capital Structure” on page no. 23 of the Prospectus.

MANAGEMENTThe Articles of Association of our Company require us to have not less than 3 and not more than 12 Directors. As on the date of the Prospectus, we have seven (7) Directors which include one (1) Whole-time Director, two (3) Non-Executive Director and three (3) Independent Directors. The Chairman of the Board of Directors is a non-executive director. Board of Directors: The general superintendence, direction and management of our affairs and business are vested in the Board of Directors. We have not appointed any “manager” within the meaning thereof under the provisions of the Act. Currently, we have seven (7) Directors on the Board of Directors.Details relating to Directors Name of Direc-tor

Designation Date of Appoint-ment

DIN

Nirmal Jain Non-Executive Director

Appointed as Director since Incorporation i.e. July 7, 2004

00010535

R. Venkatara-man

Non-ExecutiveDirector

Appointed as Director since Incorporation i.e. July 7, 2004

00011919

Pratima Ram Wholetime Director & Chief Executive Of-ficer

Appointed as a Whole Time Director on May 7, 2011 and confirmed at the Annual General Meeting on June 27, 2011 and re appointed on May 7, 2012

03518633

Nilesh Vika-msey

Independent Director

Appointed as Ad-ditional Director on March 29, 2007 and was confirmed as Director on Sep-tember 10, 2007

00031213

V K Chopra Independent Director

Appointed as Ad-ditional Director on June 27, 2012

02103940

Mahesh Na-rayan Singh

Independent Director

Appointed as an Additional Direc-tor on September 25, 2009 and was confirmed as a Director on July 30, 2010

00066015

Sunil Kaul Independent Director

Appointed as an Additional Direc-tor on August 9, 2012

05102910

Profile of DirectorsMr. Nirmal Jain, aged 45 years, is a non-executive Director of our Company and is one of the original Directors of our Company. He holds a Bachelors Degree in Commerce from University of Mumbai. He is a fellow member of the Institute of Chartered Accountants of India (held the 2nd rank) and also a cost accountant. He holds a Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad. He started his career in 1989 with Hindustan Lever Limited, the Indian arm of Unilever, where he handled a variety of responsibilities, including export and trading in agro-commodities. In 1995 he founded Probity Research and Services Private Limited (later re-christened India Infoline) Mr. Jain subsequently launched www.indiainfoline.com in 1999. He is currently the Chairman of India Infoline Limited, our Promoter.Mr. R. Venkataraman, aged 45 years, is a non-executive Director of our Company and is one of the original Directors of our Company. He is a B.Tech in electronics and electrical communications engineering from Indian Institute of Technology, Kharagpur and holds a Post Graduate Diploma in Management from Indian Institute of Management, Bangalore. He has more than 20 years in the financial services sector. He is the Co-Promoter and an Executive Director of our Promoter. India Infoline Limited. Prior to joining the India Infoline Board in July 1999, he held senior managerial positions in ICICI Limited, ICICI Securities Limited, BZW and Taib Capital Corporation Limited. He was also the Assistant Vice President with G E Capital Services India Limited in their private equity division.Ms. Pratima Ram, aged 61 years, is a Whole Time Director of our Company. She joined the Board of our Company in May 2011. She holds a Masters Degree in Arts from University of Virginia. She is a career

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banker and has more than 35 years in the financial services sector and has extensive experience in Corporate and International Banking. Prior to joining our Company, she held various senior management positions in State Bank of India including those of country head of State Bank of India’s United States Operations based in New York. She has worked as CEO of South Africa Operations of SBI, based in Johannesburg. She has also headed Mergers & Acquisitions at SBI Capital Markets and has worked with Punj Lloyd as Group President, Finance. Mr. Nilesh Vikamsey, aged 48 years, is an Independent Director of our Company. He joined the Board of our Company in March 2007. He holds a Bachelor’s Degree in commerce from University of Mumbai. He is a practicing Chartered Accountant for 25 years and is a Senior Partner at Khimji Kunverji & Co., Chartered Accountants, a member firm of HLB International. He is an elected member of the Central Council, the Apex decision making body of Institute of Chartered Accountant of India (“ICAI”). He is also the Chairman of the Research Committee, Vice Chairman of the Corporate Laws & Corporate Governance Committee and member of various other committees at ICAI. He is Representative of the ICAI on the Committee for Improvement in Transparency, Accountability and Governance (ITAG) of South Asian Federation of Accountants (SAFA) & also on Committee constituted by Ministry of Corporate Affairs (MCA) on issues of applicability of Foreign Investments in LLPs.He is member of Review, Reforms & Rationalization Committee (“IMC”), Member of Legal Affairs Committee of Bombay Chamber of Commerce and Industry (“BCCI”), member of Accounting and Auditing Committee of Bombay Chartered Accountant Society (“BCAS”) and is also a member of the Core Group at BACS, member of the Corporate Members Committee of The Chamber of Tax Consultants (“CTC”) & a Regular Contributor to WIRC Annual Referencer on “Bank Branch Audit”. He is also an Independent Director on the Board of India Infoline Limited. Mr. V. K. Chopra, aged 67 years is an Independent Director in our Company. He joined the Board of our Company in June 2012. He is a Fellow Member of The Institute of Chartered Accountants of India. He has held various top positions during his 39 years of experience in Banks; including 3 years as Chairman & Managing Director in Corporation Bank, Mangalore & SIDBI, Delhi/Lucknow; 3 years as Executive Director in Oriental Bank of Commerce and 31 years as General Manager, Central Bank of India, Mumbai; his last assignment being as a Whole Time Member in SEBI. Mr. Mahesh Narayan Singh, aged 70 years, is an Independent Director of our Company. He joined the Board of our Company in September 2009. He is a Post-Graduate in Physics from Banaras Hindu University. Mr. Singh joined the ‘Indian Police Service’ in 1967. He received his initial training at the National Academy of Administration, Mussoorie and the National Police Academy, Mount Abu. He has, in his public service carreer spanning over a period of 35 years, worked as the chiefs of the crime branch of Mumbai Police, State CID and Anti-Corruption Bureau. He was the Commissioner of Police, Mumbai during period 2000-2002. He has been awarded the prestigious “Indian Police Medal” for meritorious services and “President’s Police Medal” for distinguished services.Mr. Sunil Kaul, aged 53 years is a non executive Director of our Company. He joined the Board of our Company in August 2012. He holds a post graduate degree in management from the Indian Institute of Management, Bangalore and a bachelor’s degree in technology from the Indian Institute of Technology, Bombay. Mr. Sunil Kaul is Managing Director of Carlyle Group. Prior to joining Carlyle Group, Mr. Kaul served as the president of Citibank Japan, covering the bank’s corporate and retail banking operations. He concurrently served as the chairman of Citi’s credit card and consumer finance companies in Japan. Mr. Kaul has over 20 years experience in corporate and consumer banking of which more than 10 years have been in Asia. In his earlier roles, Mr. Kaul served as the head of Retail Banking for Citi in Asia Pacific. He has also held senior positions in Business Development for Citi’s Global Transaction Services based in New York, Transaction Services Head for Citi Japan and Global Cash Business Management Head for ABN Amro, based out of Holland. Borrowing Powers of the Board: Pursuant to resolution passed by the shareholders of our Company at their AGM held on June 26, 2012 and in accordance with provisions of Section 293 (1)(d) of the Act, the Board has been authorised to borrow sums of money as they may deem necessary

for the purpose of the business of our Company, which together with the monies already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the ordinary course of business), may exceed at any time, the aggregate of the paid-up capital of our Company and its free reserves (that is to say, reserves, not set apart for any specific purposes) by a sum not exceeding ` 120,000 million (Rupees One hundred and twenty thousand million).Changes in the Directors of our Company during the last three years: The Changes in the Board of Directors of our Company in the three years preceding the date of the Prospectus are as follows:

Name of Director Date of Change ReasonMr. Arun Kumar Purwar July 17, 2009 AppointmentMr. Mahesh Narayan Singh September 25, 2009 AppointmentMr. Mukesh Kumar Singh June 28, 2010 ResignationMr. Apul Nayyar October 23, 2010 ResignationMr. Kapil Krishan October 23, 2010 AppointmentMs. Pratima Ram May 7, 2011 AppointmentMr. Kapil Krishnan July 1, 2011 ResignationMr. Arun Kumar Purwar June 26, 2012 ResignationMr. V K Chopra June 26, 2012 AppointmentMr. Sunil Kaul August 9, 2012 AppointmentKey Managerial Personnel: Mr. Dhruv Jain, Mr. Mukesh Kumar Singh, Mr. Sachin Grover, Mr. Anand Barua, Ms. Priya Kashyap, Mr. S. Venu, Mr. Abizer Fakhruddin Motiwala and Mr. Dilip VaidyaFor further details, please refer to the chapter titled “Our Management” on page 82 of the Prospectus.

OUR SUBSIDIARIES1. India Infoline Distribution Company Limited (“IIDCL”): IIDCL (CIN: U99999MH1996PLC132983) was incorporated in the state of Maharashtra under the provisions of Companies Act; on March 21, 1996 vide Registration no. 132983. The registered office of IIDCL is presently located as IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, MICR, Wagle East, Thane – 400 604, Maharashtra, India.Principal Business: IIDCL is mainly engaged in the business of distribution of financial products and loan products.Board of Directors: As on the date of the Prospectus, the board of directors of IIDCL comprises of Mr. Nirmal Jain, Mr. R Venkataraman, Mr. Mukesh Satyadeo Singh and Mr. R Mohan. Shareholding Pattern: The shareholding pattern of IIDCL as on the date of the Prospectus is as follows:

Name of the shareholder Number of shares Percentage of Shareholding (%)

India Infoline Finance Limited 1,400,080 99.998Mr. R Venkataraman* 10 0.001Mr. Nirmal Jain* 5 0.00Mr. Mukesh Kumar Singh* 1 0.00Mr. Narendra Jain* 1 0.00Mr. Sandeepa Vig Arora* 1 0.00Mr. R. Mohan* 1 0.00Mr. Amit Mehendale * 1 0.00

Total 1,400,100 100.00* As a nominee of India Infoline Finance Limited2. India Infoline Housing Finance Limited (“IIHFL”)IIHFL (CIN U65993MH2006PLC166475) was incorporated under the provisions of Companies Act, as amended; on December 26, 2006 vide Registration No. 166475. It is registered with the National Housing Bank (“NHB”) as housing finance company vide Registration No. 02.0070.09 dated February 3, 2009, and notified as a financial institution under SARFAESI Act vide Government notification dated June 23, 2010.The registered office of IIHFL is presently located as IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle East, Thane – 400 604, Maharashtra, India.Principal Business: IIHFL is engaged in the business of housing and related loan activities.

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Board of Directors: As on the date of the Prospectus, the board of directors of IIHFL comprises of Mr. Nirmal Jain, Mr. R Venkataraman, Mr. Mukesh Satyadeo Singh and Mr. R Mohan. Shareholding Pattern: The shareholding pattern of IIHFL as on the date of the Prospectus is as follows:

Name of the shareholder Number of shares Percentage of Shareholding (%)

India Infoline Finance Limited 10,899,400 99.99Mr. Chintan Modi* 100 0.00Mr. Narendra Jain* 100 0.00Mr. R. Mohan* 100 0.00Mr. L P Aggarwal* 100 0.00Mr. Amit Mehendale* 100 0.00Mr. Mukesh Kumar Singh* 100 0.00

Total 10,900,000 100.00* As a nominee of India Infoline Finance LimitedAs on date our Company also holds 20,000,000 Preference Shares of IIHFL.

DEBT EQUITY RATIOCAPITALIZATION STATEMENT (UNCONSOLIDATED)

Particulars As At March 31 , 2012Pre Issue Post Issue*

DebtLong Term Loans 37,845 42,845Short Term Loans 20,339 20,339Total Debt 58,184 63,184Shareholders’ FundShare Capital 2,372 2,372Reserves 11,953 11,953Less: Miscellaneous Expenditure 166 166Total Shareholders’ Funds 14,159 14,159Long Term Debt to Equity Ratio(Number of Times) 2.67 3.03Debt To Equity Ratio (Number of Times) 4.11 4.46CAPITALIZATION STATEMENT (CONSOLIDATED)

Particulars As at March 31 , 2012Pre issue Post issue*

DebtLong Term Loans 39,045 44,045 Short Term Loans 20,339 20,339 Total Debt 59,384 64,384 Shareholders’ funds

Share Capital 2,372 2,372 Reserves 12,076 12,076

Less: Miscellaneous Expenditure 166 166Total Shareholders’ funds 14,282 14,282Long Term Debt to Equity Ratio(Number of times) 2.73 3.08Debt to Equity Ratio(Number of times) 4.16 4.51* Assuming issue of Non Convertible Debenture amounting to `5000 mn has been completed on March 31, 2012.

FINANCIAL INFORMATIONThe following tables present an extract of Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements. These financial statements have been prepared in accordance with the Indian GAAP, the Companies Act and the SEBI Regulations and presented under the chapter titled “Financial Statements” on page 106. The Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements should be read in conjunction with the examination report thereon issued by our Statutory Auditors and statement of significant accounting policies and notes to accounts on the Reformatted Consolidated Summary Financial Statements and the Reformatted Unconsolidated Summary Financial Statements contained in the chapter titled “Financial Statements” beginning on page 106 of the Prospectus.

A. SUMMARY INFORMATION OF OUR UNCONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(` in million)Particulars As at

March 31, 2012

As at March

31, 2011

As at March

31, 2010

As at March

31, 2009

As at March

31, 2008I EQUITY AND LIABILITIES(1) Shareholders’ funds(a) Share Capital 2,371.54 2,371.54 237.15 237.15 237.15(b) Reserve and Surplus 11,953.38 10,858.80 12,321.39 11,845.88 11,225.02

14,324.92 13,230.34 12,558.54 12,083.03 11,462.17(2) Share application money pending allotment

- - - - -

(3) Non-Current Liabilities(a) Long-term borrowings 31,437.20 9,990.30 1,365.10 - -(b) Deferred tax liabilities (Net) - - - - -(c) Other Long-term liabilities - - - - -(d) Long-term provisions 161.55 71.50 - - -

31,598.75 10,061.80 1,365.10 - -(4) Current liabilities(a) Short-term borrowings 20,339.36 8,932.11 6,590.00 500.00 5,344.37(b) Trade payables - - - - -(c) Other current liabilities -Borrowings 6,407.74 1,908.00 1,250.00 - - -Others 3,170.19 1,951.90 132.06 964.11 5.01(d) Short-term provisions 299.51 8.66 2.07 0.15 0.02

30,216.80 12,800.67 7,974.13 1,464.26 5,349.40TOTAL – EQUITY AND LIABILITIES

76,140.47 36,092.81 21,897.77 13,547.29 16,811.57

II ASSETS(1) Non-current assets(a) Fixed assets(i) Tangible assets 699.61 113.42 2.21 2.85 0.27(ii)Intangible assets 0.22 - - - -(iii) Capital work-in-progress 12.15 - - - 0.65 (iv) Intangible assets under development

- - - - -

711.98 113.42 2.21 2.85 0.92(b) Non-current investments 4,420.15 3,417.27 2,442.06 1,647.06 521.06(c) Deferred tax assets (Net) 115.40 30.04 7.18 5.60 6.14(d) Long-term loans & advances -Loans 20,081.84 9,987.90 3,580.58 2,088.11 34.09 -Others 2,313.07 1,849.87 932.66 27.28 5.05(e) Other non-current assets 405.16 - 68.71 152.36 186.89

27,335.62 15,285.08 7,031.19 3,920.41 753.23(2) Current assets(a) Current investments 3,041.93 1,000.50 934.69 2,381.27 8,292.08(b) Inventories 107.39 223.83 113.69 1,108.36 -(c) Trade receivables - - - - -(d) Cash and Bank balances 2,266.94 312.86 1,015.60 274.30 511.42(e) Short-term loans & advances -Loans 39,526.19 18,579.13 10,713.30 4,639.36 6,018.14 -Others 2,496.03 251.97 1,962.31 1,162.89 -(f) Other current assets 654.39 326.02 124.78 57.85 1,235.78

48,092.87 20,694.31 14,864.37 9,624.03 16,057.42TOTAL 76,140.47 36,092.81 21,897.77 13,547.29 16,811.57

Net worth As at March 31,Particulars 2012 2011 2010 2009 2008

Share Capital 2,371.54 2,371.54 237.15 237.15 237.15Reserve and Surplus 11,953.38 10,858.80 12,321.39 11,845.88 11,225.02Less : Miscellaneous expenditure

165.99 - - - 72.28

Total 14,158.93 13,230.34 12,558.54 12,083.03 11,389.89

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B. SUMMARY INFORMATION OF OUR UNCONSOLIDATED STATEMENT OF PROFIT & LOSSES

(` in million)Particulars 2011-

20122010-2011

2009-2010

2008-2009

2007-2008

RevenueRevenue from operations 8,681.27 4,255.09 1,623.92 1,559.70 1,511.03Other Income 422.43 263.97 26.43 14.26 11.06Total Revenue 9,103.70 4,519.06 1,650.35 1,573.96 1,522.09Expenses Employee benefit expenses 1,044.39 600.24 295.61 260.59 51.71Finance cost 4,616.53 2,070.42 192.41 253.34 817.25Depreciation & amortization expenses 149.60 8.51 0.63 0.36 0.69Other expenses 1,599.08 535.43 359.85 271.39 209.47Provisions & Write off 254.11 110.04 139.39 - 52.77Total Expenses 7,663.71 3,324.64 987.89 785.68 1,131.89Profit/(Loss) before tax 1,439.99 1,194.42 662.46 788.28 390.20Tax expenses :Current tax expense for current year 506.87 380.49 185.85 154.25 80.31Deferred tax (80.05) (22.88) (1.59) 0.56 (6.09)Fringe benefit tax - - - 2.88 0.42Current tax expense relating to prior years

(5.34) 10.24 2.69 0.23 0.09

Total tax expense 421.48 367.85 186.95 157.92 74.73

Profit (loss) for the period 1,018.51 826.57 475.51 630.36 315.47

C. SUMMARY INFORMATION OF OUR CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(` in million)Particulars As at

March 31, 2012

As at March

31, 2011

As at March

31, 2010

As at March

31, 2009

As at March

31, 2008I EQUITY AND LIABILITIES(1) Shareholders’ funds(a) Share Capital 2,371.54 2,371.54 237.15 237.15 237.15(b) Reserve and Surplus 12,076.24 11,040.48 12,407.13 11,870.97 11,189.28

14,447.78 13,412.02 12,644.28 12,108.12 11,426.43(2) Share application money pending allotment

- - - - -

(3) Non-Current Liabilities(a) Long-term borrowings 32,237.20 11,523.63 1,865.10 1,756.85 1,701.44 (b) deferred tax liabilities (Net) - - - - -(c) Other Long-term liabilities - - - - -(d) Long-term provisions 177.82 82.37 1.21 0.43 -

32,415.02 11,606.00 1,866.31 1,757.28 1,701.44(4) Current liabilities(a) Short-term borrowings 20,339.36 8,932.11 7,084.32 500.00 5,344.37 (b) Trade payables - - - - -(c) Other current liabilities -Borrowings 6,807.74 2,474.67 1,250.00 - - -Others 3,486.56 2,495.82 621.73 1,225.82 596.03 (d) Short-term provisions 302.06 16.34 13.95 3.98 5.10

30,935.72 13,918.94 8,970.00 1,729.80 5,945.50TOTAL – EQUITY AND LIABILITIES

77,798.52 38,936.96 23,480.59 15,595.20 19,073.37

II ASSETS(1) Non-current assets(a) Fixed assets(i) Tangible assets 699.61 125.48 17.38 31.10 20.40(ii) intangible assets 0.22 0.74 1.86 4.95 3.20(iii) Goodwill (on Consolidation) 16.42 34.48 34.48 34.48 34.48(iv) Capital work-in-progress 12.15 37.49 - 0.91 3.83(v) Intangible assets under development

- - - - -

728.40 198.19 53.72 71.44 61.91(b) Non-current investments 3,030.02 490.21 195.00 - -(c) deferred tax assets (Net) 126.12 44.40 22.04 36.64 46.28(d) Long-term loans & advances

Particulars As at March 31,

2012

As at March

31, 2011

As at March

31, 2010

As at March

31, 2009

As at March

31, 2008 -Loans 22,492.74 13,520.82 4,404.30 2,625.91 1,543.83 -Others 2,333.13 2,068.14 1,180.59 57.28 29.10(e) Other non-current assets 515.31 302.01 408.78 152.36 506.89

28,497.32 16,425.58 6,210.71 2,872.19 2,126.10(2) Current assets(a) Current investments 3,041.93 1,000.52 934.79 2,381.37 8,292.30(b) Inventories 107.39 223.83 113.69 1,108.36 -(c) Trade receivables - - - - -(d) Cash and Bank balances 2,537.45 841.51 1,720.87 807.48 561.60(e) Short-term loans & advances -Loans 39,644.34 19,342.03 11,851.18 6,987.60 7,805.68 -Others 2,582.32 569.73 2,461.10 1,239.99 39.31(f) Other current assets 659.37 335.57 134.53 126.77 186.47

48,572.80 22,313.19 17,216.16 12,651.57 16,885.36TOTAL - ASSETS 77,798.52 38,936.96 23,480.59 15,595.20 19,073.37Net worth As at March 31,Particulars 2012 2011 2010 2009 2008Share Capital 2,371.54 2,371.54 237.15 237.15 237.15Reserve and Surplus 12,076.24 11,040.48 12,407.13 11,870.97 11,189.28Less : Miscellaneous expenditure

165.99 - - - 72.28

Total 14,281.79 13,412.02 12,644.28 12,108.12 11,354.15

D. SUMMARY INFORMATION OF OUR CONSOLIDATED STATEMENT OF PROFIT & LOSSES

(` in million)Particulars 2011-

20122010-2011

2009-2010

2008-2009

2007-2008

RevenueRevenue from operations 9,084.58 4,711.27 2,120.83 2,280.20 1,601.56Other Income 451.29 483.65 218.80 101.08 43.35Total Revenue 9,535.87 5,194.92 2,339.63 2,381.28 1,644.91Expenses Employee benefit expenses 1,092.74 687.11 380.27 481.14 204.38Finance cost 4,798.31 2,213.04 279.93 424.07 819.19Depreciation & amortisation expenses 149.60 16.98 11.56 16.44 13.92Other expenses 1,730.16 741.98 453.66 538.86 277.20Provisions & Write off 263.36 195.35 448.21 61.18 52.77Total Expenses 8,034.17 3,854.46 1,573.63 1,521.69 1,367.46Profit/(Loss) before tax 1,501.70 1,340.46 766.00 859.59 277.45Tax expenses :Current tax expense for current year 528.14 427.62 210.11 163.58 80.60Deferred tax (81.74) (22.33) 14.59 9.64 (43.89)Fringe benefit tax - - - 3.46 1.27Current tax expense relating to prior years

1.49 12.66 3.38 (8.28) 0.10

Total tax expense 447.89 417.95 228.08 168.40 38.08Profit (loss) for the period 1,053.81 922.51 537.92 691.19 239.37For further details, please refer to the chapter titled “Financial Information” on page 106 of the Prospectus.

FINANCIAL INDEBTEDNESSAs on June 30, 2012, our Company has outstanding secured borrowing of approximately ` 37,841.38 million and unsecured borrowing of approximately ` 25,005.91 million. For further details, please refer to the chapter titled “Financial Indebtedness” on page 234 of the Prospectus.

OUR BUSINESSOverviewWe are a systemically important non-deposit taking NBFC focusing on Mortgage Loans, Capital Market Finance, Gold Loan and Healthcare Finance. We are a subsidiary of India Infoline Limited (“IIFL”), a diversified financial services company. We offer a broad suite of lending and other financial products to our clients both retail and corporate. Our lending and other financial products include:l Mortgage Loans, which includes Housing Loans and Loans against Property.

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l Capital Market Finance, which includes Loans against Securities, Promoter Funding, Margin Funding, IPO financing and other structured lending transactions. l Gold Loans, which includes finance against security of mainly used gold ornaments. l Healthcare Finance, which includes finance for medical equipments and project funding in the healthcare sector.As on March 31, 2012, Mortgage Loans accounted for 44.70% of our Loan Book, Capital Market Finance accounted for 11.86% of our Loan Book and Gold Loans accounted for 41.07% of our Loan Book. Health Care Finance is a recent product which has been introduced in FY 2011. We received a certificate of registration dated May 12, 2005 bearing registration no. - B-13.01792 from the Reserve Bank of India for carrying on activities of a Non Banking Financial Company. India Infoline Housing Finance Limited (“IIHFL”) and India Infoline Distribution Company Limited (“IIDCL”) are our wholly owned subsidiaries. IIHFL received a certificate of registration from the National Housing Bank (“NHB”) on February 3, 2009 to carry on the business of a housing finance institution. Our Promoter, IIFL is a financial services organization having presence across India. The global footprint extends across geographies with offices in New York, London, Geneva, Hong Kong, Singapore, Dubai, Mauritius and Colombo. It is listed on BSE and NSE. IIFL Group’s services and products include retail broking, institutional equities, commodities and currency broking, wealth advisory, credit & finance, insurance broking, asset management, financial products distribution & investment banking. The product/ services portfolio of IIFL caters to the diverse investment and strategic requirements of retail, institutional, corporate and affluent clients. As on March 31, 2012, IIFL has presence in over 4000 business locations which include over 1,900 branches and over 2,300 registered franchisees, spread across 959 cities in 28 states and union territories in India. We leverage extensively on the infrastructure, distribution network and insights of IIFL Group into market and customer needs. Over the past several years, we have expanded our presence into markets that are of greater relevance to the products we offer. Portfolio performance and profitability are the factors that drive the branch network. As of March 31, 2012, we have a total of 1,323 branches – 34 branches for our Mortgage Loans and Healthcare Finance distribution network of which 32 branches are co-located with the branch network of IIFL Group and a total of 1297 gold loan branches out of which 1180 are exclusive Gold Loans branches. Our Capital Market Finance business is sourced through direct sales, branch network, retail and wealth teams of IIFL. As of March 31, 2012, we have an access to over 2,900 sales executives from the retail teams and over 120 sales executives from the wealth teams of IIFL for our Capital Market Finance business. Our Company’s employee strength as on March 31, 2012 was 6,094. Our Consolidated Income from Operations and Profit after Tax (PAT) for the financial year ending March 31, 2012 is ` 9084.58 million and ` 1053.81 million respectively. Our Consolidated Income from Operation and Profit after tax has grown at a CAGR of 54.33% and 44.85% respectively over the last four years. Our Loan Book has grown at a CAGR of 63.82% over the last four years.

Operational & Financial Parameters (Consolidated)

FY 12 FY 11 FY 10 FY 09

Loan Book (` million) 67,464.86 32,889.74 16,267.84 9,560.35 Total Borrowings (` million) 59,384.31 22,930.41 10,199.42 2,256.85Net Worth (` million) 14281.79 13,412.03 12,644.30 12,108.12Debt Equity ratio (x) 4.16 1.71 0.81 0.19Capital Adequacy Ratio (%)* 17.86 29.95 47.65 97.77Net NPA (%) 0.40% 0.36% 0.46% -Net Interest Income (` million) 4080.49 2,263.14 1,741.85 1,665.06Yield on Earning Assets (%) 16.76% 14.31% 17.01% 15.28%Cost of Funds (%) 11.26% 9.43% 9.52% 9.67%Net Interest Spread (%) 5.49% 4.88% 7.49% 5.61%Net Interest Margin (%) 7.45% 7.17% 15.30% 13.95%

Operational & Financial Parameters (Consolidated)

FY 12 FY 11 FY 10 FY 09

Cost to average assets 12.44% 9.04% 8.59% 8.16%Cost to Income (%) 84.25% 74.20% 67.26% 63.90%RoA (%) 1.63% 2.16% 2.94% 3.70%*standaloneOUR STRENGTHS: Our Parentage; Secured Loan Book and Strong Asset Quality; We are adequately capitalized to fund our growth; Access to cost effective funding sources; Well Defined Processes; Access to Extensive Distribution and Branch Network; Experienced Management Team; Technology, Analytics and Credit bureau usage.OUR STRATEGIES: Our key strategic priorities are as follows:Focus on retail and secured lending; Enhancing the product bouquet; Widening the Distribution Network; Building a robust IT infrastructure and IT systems; Strengthen our operating processes and risk management systems.For details on “Our Strength”, “Our Strategies” and “Our Business”, please refer to the chapter titled “Our Business”on page 59 of the Prospectus.

LEGAL AND OTHER INFORMATIONOUTSTANDING LITIGATIONSExcept as described below, there are no outstanding litigations including, suits, criminal or civil prosecutions and taxation related proceedings against our Company, its Promoters and Board of Directors that may or may not have an adverse effect on our business. Further, there are no defaults, non-payment of statutory dues including, institutional / bank dues and dues payable to holders of any debentures, bonds and fixed deposits that would have a material adverse effect on our business other than unclaimed liabilities against our Company as of the date of the Prospectus.Save as disclosed hereinbelow, there are no pending proceedings pertaining to: matters likely to affect operation and finances of our Company including disputed tax liabilities of any nature; and criminal prosecution launched against our Company and the Directors for alleged offences under the enactments specified in Paragraph 1 of Part I of Schedule XIII to the Act.Further from time to time, we have been and continue to be involved in legal proceedings filed by and against us, arising in the ordinary course of our business. These legal proceedings are both in the nature of civil and criminal proceedings. We believe that the number of proceedings in which we are / were involved is not unusual for a company of our size doing business in India. All legal proceedings which are in the normal course of our business and are of a civil nature have been disclosed by clubbing the aggregate number of litigations and the amounts involved therein.IIFL in the normal course of broking and depository service caters to a large client base. In the course of such activities arbitration matters/client complaints/grievances/ exchange references etc. are received by IIFL through SEBI/ exchanges/depository/forums, etc. The same are resolved in the normal course of business from time to time. Also in the normal course of broking and depository business, pursuant to the exchanges/ depositories normal inspections / observations/ findings, etc. exchanges / depositories had issued warnings / minor monetary penalties, etc. against IIFL. These are paid and suitable corrective / rectification actions are taken by IIFL and reported to exchanges/ depositories from time to time. Similarly, IIFL has received requests / notices / summons from various regulatory authorities / enforcement agencies seeking submissions/ appearance /production of information / documents etc. relating to some of the clients/ transactions etc. with regard to their investigation/ enquiries and the same are submitted / attended to / complied with by IIFL from time to time. These investigations / enquiries are basically in the nature of requests / notices / summons for submission of information/ documents which are duly complied with by IIFL. These are not material and are not likely to have any material effect on the operations and finances of IIFL. Thus all these litigations below ` 1 crore that are of a civil nature and are in the normal course of our business have been disclosed by clubbing the aggregate amounts involved.Litigations against our CompanyCriminal Cases

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1. Mr. Sthanmurthy Vishwanathan and Ms. Meera Vishwanathan (“Complainants”) have filed criminal complaint number 65/Misc/08 (“Complaint”) in the Court of Metropolitan Magistrate, 26th Court, Borivali, Mumbai (“Court”) against our Company, IIFL and the directors of our Company (collectively referred to as the “Accused”) alleging that the Accused had connived and misappropriated securities entrusted to them, causing losses of about `30 million to the Complainant and thereby committing offences under section 409, read with section 34 and 113 of the IPC. The Court took cognizance of the Complaint vide its order dated February 25, 2008 and ordered an investigation by the Kasturba Marg police station, in which the Accused were exonerated as the dispute was found to be civil in nature. The Complainants challenged the investigation report dated July 17, 2008, alleging that it was vague and made an application for re-investigation of the Complaint. The Court allowed this application vide its order dated January 8, 2010 and ordered re-investigation. The Court has further issued process under the IPC vide its order dated March 8, 2011 (“Order”). The investigating authorities have submitted the re-investigation report dated September 26, 2010 stating that there is no prima-facie case against the Accused. The re-investigation report further recommends that the Complainants and his representative be prosecuted under section 120B read with section 211 of the IPC for conspiring against the Accused, so as to pressurize the Accused into waiving off the Complainants’ debit balance of `1.2 million with the Accused. The accused filed an Appeal (No. 43 of 2011) before the Sessions Court at Dindoshi for setting aside the issuance of summons. The Sessions court has stayed the proceedings of the lower Court and the matter is currently pending. Civil Case1. Mr. Rameswar Choudhary (“Petitioner”) filed the writ petition number 13124 of 2012 dated June 22, 2012 before the High Court of Kolkata against Union of India, India Infoline Limited, our Company & Ors under Article 226 of the Constitution of India. The Petitioner has sought for a writ of mandamus directing the CBI to initiate investigation against the financial mismanagement and fraud by IIFL and our Company and also to investigate the role of the state respondents into such fraud. The matter is currently pending. Consumer Cases1. Mr. Surender Kumar (“Complainant”) filed a consumer complaint number 365/08 against our Company before the District Consumer Disputes Redressal Forum, New Delhi alleging execution of unauthorized trades resulting in losses to the Complainant. The aggregate amount claimed by the Complainant is ` 0.45 million. The matter is currently pending. 2. Mr. Kuldeep Singh (“Complainant”) filed a consumer complaint bearing number 366/08 against our Company before the District Consumer Disputes Redressal Forum, New Delhi alleging execution of unauthorized trades resulting in losses to the Complainant. The aggregate amount claimed by the Complainant is ` 0.55 million. The matter is currently pending.3. Smt. Malavika Nanda (“Complainant”) filed a consumer complaint miscellaneous case number 93/2012 (arising out of C.D. Case number 242 of 2012 dated August 14, 2012) (“Complaint”) against our Company before the District Consumer Disputes Redressal Forum, Khurda, Bhubaneswar alleging that our Company is going to auction the gold ornaments of an approximate value of `2.4 million without intimating the Complainant with the support of some hidden clause. Aggrieved, the Complainant filed the Complaint praying that our Company be directed not to auction the valuable gold ornaments till the disposal of the original case. The Forum vide order dated August 14, 2012 directed our Company not to take any coercive action against the Complainant subject to payment of ` 0.12 million and interest. The matter is currently pending.Litigations by our CompanyCriminal Cases1. Our Company filed a criminal complaint number 10250/SS/2008 (“Complaint”) in the Court of Chief Metropolitan Magistrate, 33rd Court, Ballard Pier, Mumbai against Mr. Jay Chandiramani (“Accused”) under section 138 and 141 of the Negotiable Instruments Act, 1881, whereby our Company has claimed that a cheque dated April 25, 2008 amounting to ` 0.19 million issued by the Accused was dishonoured. Our Company

served a demand notice dated May 22, 2008 upon the Accused, directing the Accused to make the payment within fifteen days, to which no response was received, subsequent to which the complaint was filed. The matter is currently pending. 2. Our Company has filed a complaint dated June 5, 2012 (“Complaint”) against M/s Dear Investment ltd viz Mr. Sanjay Dalmia, Jitendra Sinha, Mr. Murlidhar Vyas, Mr. Suraj Gurung, Mr. Jitendra Kumar Sinha and Manohar Ram (together referred as “Accused”) for cheating in Vanrai Police station, Goregaon East, Mumbai. The Accused has made false representation to our Company regarding the pledge of shares and suppressed vital information regarding the said shares being preferential shares and about the same being kept in lock in period, also original share certificates of the pledged shares under the supplemental pledge agreement were never delivered by the Accused to our Company and only certain share warrants were delivered. Our Company alleges that the Accused deceived us and our officer in parting of ` 15-20 crores approx as loan to M/s Dalmia Housing Finance limited from time to time. Aggrieved, our Company has filed the Complaint against the Accused. The matter is currently pending.3. Our Company has filed a complaint dated May 22, 2012 (“Complaint”) against M/s Dalmia Housing Finance ltd viz Mr. Sanjay Dalmia, Mr Pradeep Kumar, Mr. Murlidhar Vyas and Mr. Sanjay Jalan (together referred as “Accused”) in Vanrai Police station, Goregaon East, Mumbai for cheating. The Accused has made false representation to our Company regarding pledge of shares and about the same being kept in lock in period, the original share certificates of the pledged shares under the supplemental pledge agreement were never delivered by the Accused to our Company, by suppressing this vital information and by making false representation to our Company, the Accused deceived our Company and our officer in parting of ` 15-20 crores approx as loan to the M/s Dalmia Housing Finance ltd from time to time. Aggrieved, our Company has filed the Complaint against the Accused. The matter is currently pending.4. Our company has lodged an FIR bearing number 228 before the south west delhi police station against mr. Arun thomas (“Accused”) for cheating, criminal breach of trust and misappropriation for an amount of ` 0.23 million. Our company alleges that the accused had pledged fake and spurious gold jewels. The matter is currently pending.5. Our company has lodged an FIR bearing number 323 before the officer in charge girish park police station against kashinath banerjee, surajit manik, bhola shaw and manoj singh (together referred to as the “Accused”) for misappropriation of company’s fund and cheating the company for an amount of ` 2 million in relation to its business of loan against gold. The matter is currently pending.6. Our company has lodged an FIR bearing number 293/11 before the inspector in charge uttarpara police station against mr. Ranjith kumar roy and others (together referred to as the “Accused”) for misappropriation of company’s fund and cheating the company for an amount of ` 3 million in relation to its business of loan against gold. The matter is currently pending.7. Our company has filed an FIR number 754/2011 before the police station at vijayawada against Mrs kavitha for cheating, criminal breach of trust, theft and misappropriation of jewels to the tune of ` 8.49 million. The matter is currently pending.8. Our Company has filed an FIR number 537/2011 before the police station at Sahakar Nagar Police Station against Geeta Ghate , Sangeeta Bhilare, Umesh Ambekar and others for cheating, criminal breach of trust, theft and misappropriation of jewels to the tune of ` 2.07 million. The matter is currently pending.Cases filed under Section 138, Negotiable Instruments Act, 18811. Our Company has filed two cases under Section 138, Negotiable Instruments Act, 1881 against loan against security clients which relate to the dishonouring of cheques received by IIFL towards payment of outstanding loan amount. The amount involved in these two cases is approximately ` 117 million. Both the matters are under settlement.Tax cases1. The Deputy Commissioner of Income Tax issued a notice of demand number OE/II/136/26/2009-2010 dated November 20, 2009 under section 156 of the Income Tax Act, 1961 to our Company demanding payment of an amount of ` 4.47 million as income tax determined against us for the assessment year 2007-2008. The matter is pending.

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Civil cases1. Our Company filed individual summary suits against Ms. Suby Sajan, Mr. Kiran G Magavi, Mr. Ajay Kumar Chugh, Mr. Sushil Kumar Bansal, Mr. Kaushik Shah, Mr. Mukesh Kanji Bhanushali, Mr. Vinodhchandra Motilal Modh, Mr. Dinesh Mehta, Mr. Wasim M Shaikh, Mr. Sunil kukreja, Ms. Smita Vora, Mr. Shayamlal Daulatram Vachhani, Mr. Debabrata Chatterjee, Ms. Nancy Joachim Lasrado, Mr. K.T. Ashoka, Mr. Muraleedharan Narayan Kutty, Mr. Naresh Kumar Shah, M Kanniyakkumar, Ms Mumtaz H Panjwani, Mr. Vikram T Shah, Mr. P. Suresh, Mr. A Janardhana Reddy, Ms. Renu Deepak Keswani, Mr. Samsul Alom, Mr. Dhirubhai Labhubhai Narol, M/s Actal, Mr. Paramjeet Singh Saluja, Ms Cherukuri Sujata, Mr. Sivarajan and Ajay Kumar Chug HUF respectively (referred to as “Defendants”) before the High Court of Judicature at Bombay. The Defendants had in their individual capacities approached our Company for finance facilities for trading in securities/commodities/derivatives. The aggregate of all amounts due and payable to our Company is ` 23.04 million. Subsequently, our Company has issued various demand notices calling upon the Defendants to make payment of the amounts due. Upon not receiving any communication from the Defendants, our Company has instituted the aforementioned suits before the High Court of Judicature at Bombay against each of the Defendants praying for decrees directing them to clear the dues along with interest at the rate of 24% from the date of filing of each of the suits till the payment and realization of each of the outstanding amounts. All the matters are currently pending.2. Our Company filed a summary suit number (L) 207 of 2010 dated January 25, 2011 before the High Court of Judicature at Bombay against Sthanumurthy V Viswanathan (“Defendant 1”) and IIFL (“Defendant 2”) (together referred to as the “Defendants”). Defendant 1 had opened a dematerialized account with Defendant 2 for the purpose of trading in securities and had approached our Company for availing financing facilities to finance its trading activities. Our Company claimed that there was a debit balance of ` 27.90 million in the account of Defendant 1 pursuant to trading and that the Defendant 1 failed and neglected to make payment of the said amount. Hence our Company sold the shares lying in the account of Defendant 1 leaving a net debit balance of ` 1.25 million. Our Company further claims that they had issued notice dated March 14, 2008 calling upon Defendant 1 to make payment but Defendant 1 neglected to pay the above said amount. Our Company further claims that the amount outstanding, due and payable by Defendant 1 as per the statement of account dated January 24, 2011 is ` 2.12 million. Hence our Company filed the present suit praying that the Defendant 1 be ordered and decreed to pay an amount of ` 2.12 million together with interest at the rate of 24 % per annum. The matter is currently pending.3. Our Company (“Petitioner”) filed a writ petition number 7508 of 2012 (“Writ”) dated March 06, 2012 before the High Court of Bangalore (“Bangalore High Court”) against the State of Karnataka (“Respondent”) under Article 226 of the Constitution of India (“Constitution”) challenging the notice dated August 17, 2011 seeking to bring the Petitioner under the provisions of the Karnataka Money Lenders Act, 1961 and the Karnataka Prohibition of Charging Exorbitant Interest Act, 2004. The Petitioner has submitted that the said notice is illegal and unconstitutional and violative of the Reserve Bank of India Act, 1934. The matter is currently pending. Money line Credit Limited (Merged into our Company)1. Moneyline Credit Limited (now merged with India Infoline Finance Ltd.) has filed 184 cases under section 138 of the Negotiable Instruments Act, 1881 against various clients in relation to the dishonoring of cheques received by IIFL towards payment of EMI or outstanding dues of personal loans. The aggregate amount involved in these cases is approximately ` 2.9 million. The cases are pending at various their stages of adjudication. 2. Moneyline Credit Limited (now merged with India Infoline Finance Limited) has filed 993 cases under Section 25 of the Payment and Settlement System Act, 2007 against various clients which relate to the dishonouring of ECS received towards payment of EMI or outstanding dues of personal loans. The aggregate amount involved in these cases is approximately ` 11 million. The matters are pending at various stages of adjudication. 3. Moneyline Credit Limited (now merged with India Infoline Finance Limited) has filed 31 cases for execution of award issued by Sole Arbitrator against various clients with regard to payment of outstanding

dues of personal loans. The aggregate amount involved in these cases is approximately ` 23 million. In 13 cases we have received attachment orders from High Court of Mumbai & Jaipur. The matters are currently pending.Moneyline Credit Limited (now merged with India Infoline Finance Limited) has filed 410 cases before Sole Arbitrator against various clients which relate to payment of outstanding dues of personal loans. The aggregate amount involved in these cases is approximately ` 230 million. The cases are pending at various stages of adjudication.SEBI Notices1. SEBI had issued notices and had instituted adjudication proceedings against IIFL for violation of SEBI (Stock Broker and Sub broker) Regulations, 1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 1995 vide notices dated November 28, 2008 and September 10, 2001 respectively. After enquiry charges against IIFL in both these matters were dropped vide adjudication orders dated June 15, 2009 and October 15, 2003 respectively. 2. SEBI had instituted adjudication proceedings and IIFL for violation xof SEBI (Stock Broker and Sub broker) Regulations, 1992 and violation of SEBI (Depository Participant) Regulations, 1996 and Depositories Act, 1996 vide notices dated September 08, 2008 and August 27, 2009 respectively. IIFL had entered into consent proceedings and proceedings were dropped by SEBI by passing consent orders dated June 05, 2009 and May 18, 2010 respectively.3. SEBI, in the matter of IFSL Limited, vide an interim order dated September 28, 2005 and confirmatory order dated June 16, 2006, directed India Infoline Securities Private Limited (erstwhile subsidiary of IIFL which was subsequently merged with India Infoline Limited) not to buy, sell or deal in securities of a listed company namely IFSL Limited on behalf of the persons identified in the said orders some of which were clients of IIFL at that point of time. 4. SEBI vide an interim order dated October 5, 2005 (“Order 1”) passed under section 11 and 11 B of the Securities and Exchange Board of India Act 1992 in the matter of Ind Tra Deco Limited, had advised among others, India Infoline Securities Private Limited (erstwhile subsidiary of IIFL which was subsequently merged with India Infoline Limited) not to buy, sell or deal in securities of Ind Tra Deco Limited till further orders. Subsequently, vide order dated June 20, 2006 (“Order 2”) had confirmed the above said directions. Later, SEBI vide order dated September 18, 2009 revoked the directions passed vide Order 1 and Order 2, and dropped the pending proceedings.5. SEBI vide an order dated March 21, 2006 issued in the matter of Lalit Dua advised IIFL to exercise due care so that only persons with proven credentials of giving fair and truthful information and analysis are allowed to give advice on its portal so that the portal is not misused by persons giving advice purely on considerations of personal gains.6. SEBI had by the following letters advised IIFL to:Sr. No.

Date

I July 13, 2010

In initial public offering of Parabolic Drugs Limited SEBI advised IIFL to gear up its back office system and ensure efficient control to minimize PAN mismatches while making data entry in initial public offer biddings in future.

I I F L c o m p l i a n c e t o avoid recurrence of such mismatches and the same was confirmed to SEBI vide IIFL’s replies dated July 30, 2010 and August 27, 2010.

II June 18, 2008

Osian LPG Bottling Limited wherein SEBI had advised IIFL to be careful and to ensure that the shares sold / purchased by IIFL’s clients are credited / debited to respective client’s account directly instead of through IIFL’s beneficiary account.

Complied with the same and rectified in IIFL’s system.

III February 09, 2011

This notice was pertaining to non bid applications in initial public offering of Coal India Ltd. SEBI advised IIFL not to act as syndicate member in the initial public offerings till resolution of such matters.

As per SEBI advice, IIFL had resolved the issues

7. SEBI by its adjudication notice dated November 27, 2009 has alleged of violation of provisions of SEBI (Prohibition of Fraudulent and Unfair

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Trade Practices relating to Securities Market) Regulations, 2003 in IIFL’s dealings relating to shares of a particular scrip (“Shares”). IIFL has stopped trading in the Shares as submitted in reply to SEBI dated January 8, 2010. The matter is currently pending.8. SEBI by its enquiry notice number Enq/PS/196960/2010 dated March 03, 2010 (“Enquiry Notice”) has alleged that IIFL is in violation of provisions of SEBI (Stock Brokers and Sub brokers) Regulations, 1992 by executing trades on behalf of clients restrained from buying, selling and dealing in the shares of a certain scrip and has asked IIFL to show cause as to why proceedings should not be initiated under regulation 25 of the SEBI (Intermediaries) Regulations, 2008 against IIFL. IIFL replied to the Enquiry Notice vide letter dated March 31, 2010 stating that the debarred entities were responsible for the violation and that IIFL was unable to detect the violation due to technical problems. SEBI has passed a consent order dated November 24, 2010 disposing the proceedings against IIFL.9. SEBI by its enquiry notice dated April 27, 2010 has alleged of violation of provisions of SEBI (Stock Brokers and Sub brokers) Regulations, 1992. IIFL has clarified on factual inaccuracies and has submitted a reply submitted to SEBI. Proceedings are currently pending with SEBI.10. SEBI vide an adjudication proceedings notice dated December 09, 2010 (“Notice”) has alleged violation of clause A(1) and A(2) of regulation 7 of Code of Conduct for Stock Brokers specified in the SEBI (Stock Broker and Sub Broker) Regulations, 1992 in dealing in shares of a particular scrip. IIFL has replied to the Notice vide letters dated February 10, 2011 and March 10, 2011, denying such allegations and requesting SEBI for a personal hearing. A person hearing was granted to IIFL vide SEBI’s letter dated April 01, 2011. The proceedings are currently pending before SEBI.11. IIFL has filed an appeal (Appeal No. 58/2012) before the Securities Appellate Tribunal against the SEBI Adjudication order No. BM/AO-7/2012 dated January 12, 2012 passed by the Adjudicating Officer against India Infoline Securities Limited (merged with India Infoline Limited w.e.f. February 02, 2007) which, inter alia, alleges that the Appellant has violated the provisions of Clause A (1) and A(2) of the Code of Conduct as specified in Schedule II read with Regulation 7 of SEBI (Stock Brokers & Sub-Brokers) Regulations, 1992. The said order has imposed a penalty of ` 0.5, million under section 15HB of SEBI Act on the Appellant. The proceedings are pending.For details on litigations of our Directors and Civil / Criminal / Labour litigations pertaining to our Promoter, please refer to the chapter titled “Outstanding Litigations”on page 282 of the Prospectus.MATERIAL DEVELOPMENTSExcept as stated below, there have been no material developments since March 31, 2012 there have arisen no circumstances that materially or adversely affect the operations, or financial condition or profitability of the Company or the value of its assets or its ability to pay its liabilities with the next 12 months. The following table sets out our capital adequacy ratios computed on the basis of applicable RBI requirements on a standalone basis as of the dates indicated:

As atJune 30, 2012

As atMarch 31, 2012

Capital Adequacy Ratio 16.11% 17.86%Tier I Capital 13.90% 15.46%Tier II Capital 2.21% 2.40%

DISCLAIMERDISCLAIMER CLAUSE OF NSEAS 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 ITS LETTER REF.: NSE/LIST/179183-E DATED AUGUST 27, 2012 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 WILL CONTINUE TO BE 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 OF PROJECT OF THIS ISSUER.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 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 ANY OTHER REASON WHATSOEVER.”DISCLAIMER CLAUSE OF BSEBSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED AUGUST 27, 2012 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 DRAFT 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 THE RBITHE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED MAY 12, 2005 BEARING REGISTRATION NO. B-13.01792 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, RBI 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.

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RISK FACTORSAn investment in NCDs involves a certain degree of risk. You should carefully consider all the information contained in the Prospectus, including the risks and uncertainties described below, before making an investment decision. The risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the NCDs. The following risk factors are determined on the basis of their materiality. In determining the materiality of risk factors, we have considered risks which may not be material individually but may be material when considered collectively, which may have a qualitative impact though not quantitative, which may not be material at present but may have a material impact in the future. Additional risks, which are currently unknown, if materialises, may in the future have a material adverse effect on our business, financial condition and results of operations. The market prices of the NCDs could decline due to such risks and you may lose all or part of your investment.Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any of the risks described in this section. The Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including events described below and elsewhere in the Prospectus. Unless otherwise stated, the financial information used in this section is derived from and should be read in conjunction with reformatted consolidated financial statements of our Company as of and for the Financial Year ended March 31, 2012, March 31, 2011, March 31, 2010, March 31, 2009 and March 31, 2008 in each case prepared in accordance with Indian GAAP, including the annexure and notes thereto.Internal Risk Factors1. Any increase in the levels of non performing assets (“NPA”) on our loan portfolio, for any reason whatsoever, would adversely affect our business and results of operations: Consistent with the growth of our branch network and our product portfolio, we expect an increase in our loan assets. Should the overall credit quality of our loan portfolio deteriorate, the current level of our provisions may not be adequate to cover further increases in the amount of our NPAs. Moreover, there also can be no assurance that there will be no further deterioration in our provisioning coverage as a percentage of Gross NPAs or otherwise, or that the percentage of NPAs that we will be able to recover will be similar to our past experience of recoveries of NPAs. As of March 31, 2012, the gross value of NPAs on our books of accounts on a consolidated basis was ` 377.90 million which is 0.56% of the value of our total assets. While we believe that we have adequately provided for NPAs to cover known or expected losses which may arise in our asset portfolio, any increase in the level of final credit losses shall adversely affect our business and future financial performance. 2. We may be impacted by volatility in interest rates which could cause our Gross Spreads to decline and consequently affect our profitability.We are exposed to interest rate risks as a result of lending to customers at fixed/ floating interest rates and in amounts and for periods which may differ from our funding sources. While we seek to match our interest rate positions to minimise interest rate risk, we are unable to assure you that significant variation in interest rates will not have an effect on our results of operations. Moreover, volatility in interest rates is sensitive to factors which are beyond our control, including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic and political conditions, inflation and other such considerations. In a rising interest rate environment, if the yield on our interest-earning assets does not increase simultaneously with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent as the yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted.There can be no assurance that we will be able to adequately manage our interest rate risk in the future and any significant increase in interest rates would adversely affect our business and results of operations. 3. We are subjected to supervision and regulation by the RBI as a systemically important NBFC, and changes in RBI’s regulations

governing us could adversely affect our businessWe are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy, exposure and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBI’s regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional cost or could otherwise adversely affect our business and our financial performance.Moreover, the RBI in its notification (No.RBI/2006 07/204/DNBS.PD/CC.No.86 / 03.02.089 /2006-07) dated December 12, 2006 has amended the regulatory framework governing NBFCs to address concerns arising from certain divergent regulatory requirements for banks and NBFCs. Under the amendment, the RBI brought all deposit taking and systemically important NBFCs, which are defined as NBFCs having an asset size of ` 1,000 million or more, such as us, under the provisions of the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. We cannot assure you that this notification and its applicability to us will not have a material and adverse affect on our future financial conditions and results of operations.The RBI has not provided for any restriction on interest rates that can be charged by non-deposit taking NBFCs. Although the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 may not be fully applicable to a non-deposit taking NBFC, there can be no assurance that the RBI and/or the Government will not implement regulations or policies, including policies or regulations or legal interpretations of existing regulations, relating to or affecting interest rates, taxation, inflation or exchange controls, or otherwise take action, that could have an adverse affect on non-deposit taking NBFCs. In addition, there can be no assurance that any changes in the laws and regulations relative to the Indian financial services industry will not adversely impact our business.4. Our ability to borrow from various banks may be restricted on account of guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs.The RBI in its notification (No. RBI/2006-07/205/DBOD.No. FSD.BC.46 / 24.01.028 /2006-07) dated December 12, 2006 has amended the regulatory framework governing banks to address concerns arising from divergent regulatory requirements for banks and NBFCs. This notification reduces the exposure (both lending and investment, including off balance sheet exposures) of a bank to NBFCs like us. Accordingly, banks exposure limits on any NBFC are reduced from the current 25% of the banks’ capital funds to 10% of its capital funds. Furthermore, RBI has suggested that banks may consider fixing internal limits for their aggregate exposure to all NBFCs combined. This notification limits a bank’s exposure to NBFCs which consequently restricts our ability to borrow from banks and thereby increasing the cost of our borrowing. This notification has adversely affected our business and any similar notifications released by the RBI in the future, which has a similar impact on our business could affect our growth, margins and business operations. 5. Our ability to lend against the collateral of gold jewellery has been restricted on account of guidelines issued by RBI, which may have a negative impact on our business and results of operation.RBI vide notification (DNBS.CC.PD.No.265/03.10.01/2011-12) dated March 21, 2012 has stipulated all NBFCs to maintain a loan to value (LTV) ratio not exceeding 60 percent for loans granted against the collateral of gold jewellery and further bars lending against bullion/primary gold and gold coins. This notification will limit our ability to provide loan on the collateral of gold jewellery and thereby putting us at a disadvantage viz-a-viz banks offering similar products and other unregulated money lenders. Further, the notification also mandates NBFCs primarily engaged in lending against gold jewellery (such loans comprising 50% or more of their financial assets) to maintain a minimum Tier 1 capital of 12% by April 1, 2014. Such restrictions imposed by RBI may erode our margins, curtail our future growth and business operations.6. We may not be able to realise the full value of our pledged gold jewellery, which exposes us to potential loss.We may not be able to realise the full value of our pledged gold jewellery, due to, among other things, defects in the quality of gold. In the case of a

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default, we may auction the pledged gold. We cannot assure you that we will be able to auction such pledged gold jewellery at prices sufficient to cover the amounts under default. Moreover, there may be delays associated with the auction process. Any failure to recover the expected value of pledged gold could expose us to a potential loss. Any such losses could adversely affect our financial condition and results of operations.7. The financing industry is becoming increasingly competitive and our growth will depend on our ability to compete effectively.The sector in which we operate is highly competitive and we face significant competition from banks and other NBFCs. Many of our competitors are larger institutions, which may have much larger customer and funding sources, larger branch networks and more capital than we do. Some of our competitors may be more flexible and better-positioned to take advantage of market opportunities. In particular, private banks in India and many of our competitors outside of India may have operational advantages in implementing new technologies and rationalising branches. These competitive pressures affect the industry in which we operate as a whole, and our future success will depend in large part on our ability to respond in an effective and timely manner to these competitive pressures.In our housing finance and gold loan business, we face increasing competition from commercial banks and other players in the unorganized sector. Interest rate deregulation and other liberalization measures affecting the housing finance industry, together with increased demand for home finance, have also increased our exposure to competition. The demand for housing loans has also increased due to the increase in demand of real estate, stable property prices, higher disposable incomes and increased fiscal incentives for borrowers. The demand for Gold Loans has also increased due to urgent borrowing or bridge financing requirements and the need for liquidity for assets held in gold and also due to increased awareness among customers of Gold Loans as a source of quick access to funds. All of these factors have resulted in the housing finance and gold loan industry, including our Company, facing increased competition from other lenders to the retail housing market, including commercial banks. Unlike commercial banks, we do not have access to funding from savings and current deposits of customers. Instead, we are reliant on higher cost syndicated loans and debentures for our funding requirements, which may reduce our margins compared to competitors. Our ability to compete effectively with commercial banks will depend, to some extent, on our ability to raise low-cost sources of funding in the future. If we are unable to compete effectively with other participants in the housing finance and gold loan industry, our business, future financial performance and the trading price of the NCDs may be adversely affected.Furthermore, as a result of increased competition in the housing finance and gold loan industry, home loans and gold loans are becoming increasingly standardized and terms such as floating rate interest options for housing loans, lower processing fees, monthly rest periods and no prepayment penalties are becoming increasingly common in India. There can be no assurance that we will be able to react effectively to these or other market developments or compete effectively with new and existing players in the increasingly competitive housing finance industry. Increasing competition may have an adverse affect on our net interest margin and other income, and if we are unable to compete successfully, the origination of new loans will decline and we may not be able to achieve our growth objectives.8. We are dependent on IIFL, our holding company, for our clientele, goodwill that we enjoy in the industry and our brand name and any factor affecting the business and reputation of IIFL may have a concurrent adverse effect on our business and results of operations.As on date, IIFL directly holds 98.87% of our paid up capital. We source our clients from IIFL and also significantly benefit from the goodwill that IIFL enjoys in the market. We believe that this goodwill ensures a steady inflow of business. In the event the IIFL is unable to maintain the quality of its services or its goodwill deteriorates for any reason whatsoever, our business and results of operations may be adversely affected. Moreover, we have not entered into any formal arrangements for usage of the “IIFL” brand name and logo which is owned by IIFL. We operate in a competitive environment, and we believe that our brand recognition is a significant competitive advantage to us. Any failure to retain our Company name may deprive us of the associated brand equity that we have developed

which may have a material adverse affect on our business and operations.9. If we are unable to manage our rapid growth effectively, our business and financial results could be adversely affected.A principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses, as well as the development of our new business streams viz. Healthcare Finance. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. Failure to train our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us. If we grow our loan book too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher percentage of our loans may become non-performing, which would have a negative impact on the quality of our assets and our financial condition. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations. 10. Our growth will depend on our continued ability to access funds at competitive rates which are dependent on a number of factors including our ability to maintain our credit ratings.As we are a “systemically important non-deposit accepting” NBFC and do not have access to deposits, our liquidity and ongoing profitability are primarily dependent upon our timely access to, and the costs associated with raising capital. Our business is significantly dependent on funding from the debt capital markets and commercial borrowings. The demand for such funds is competitive and our ability to obtain funds at competitive rates will depend on various factors including our ability to maintain positive credit ratings. Ratings reflect a rating agency’s opinion of our financial strength, operating performance, strategic position, and ability to meet our obligations. In relation to our long-term debt instruments, we currently have long term ratings of “AA- with stable outlook” from CRISIL, CARE and ICRA. In relation to our short-term debt instruments, we have also received short term ratings of “A1+” from ICRA and CRISIL. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and debt markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades of our credit ratings could increase the possibility of additional terms and conditions being added to any additional financing or refinancing arrangements in the future. Any such adverse development could adversely affect our business, financial condition and results of operations.Our business depends and will continue to depend on our ability to access diversified funding sources. Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult for us to access funds at competitive rates. As an NBFC, we also face certain restrictions on our ability to raise money from international markets which may further constrain our ability to raise funds at attractive rates. While our borrowing costs have been competitive in the past due to our ability to raise debt products, credit rating and our asset portfolio, in the event we are unable to access funds at an effective cost that is comparable to or lower than our competitors, we may not be able to offer competitive interest rates for our loans. This may adversely impact our business and results of operations.11. We are subject to certain legal proceedings and we cannot assure you that we will be successful in all of these actions. In the event we are unsuccessful in litigating any or all of the disputes, our business and results of operations may be adversely affected. We are subject to a number of legal proceedings. We incur a substantial cost in defending these proceedings before a court of law. Moreover, we are unable to assure you that we shall be successful in any or all of these actions. Further, IIFL, our Promoter in the normal course of broking and depository service caters to a large client base. In the course of such activities

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arbitration matters/client complaints/grievances/ exchange references etc. are received by IIFL through SEBI/ exchanges/depository/forums, etc. The same are resolved in the normal course of business from time to time. Also in the normal course of broking and depository business, pursuant to the exchanges/ depositories normal inspections / observations/ findings, etc. exchanges / depositories had issued warnings / minor monetary penalties, etc. against IIFL. These are paid and suitable corrective / rectification actions are taken by IIFL and reported to exchanges/ depositories from time to time. Similarly, IIFL has received requests / notices / summons from various regulatory authorities / enforcement agencies seeking submissions/ appearance /production of information / documents etc. relating to some of the clients/ transactions etc. with regard to their investigation/ enquiries and the same are submitted / attended to / complied with by IIFL from time to time. These investigations / enquiries are basically in the nature of requests / notices / summons for submission of information/ documents which are duly complied with by IIFL. These are not material and are not likely to have any material effect on the operations and finances of IIFL. In the event we suffer any adverse order, our reputation may suffer and may have an adverse impact on our business.For further details of the legal proceedings that we are subject to, please refer to the chapter titled “Outstanding Litigations”.12. There are certain risks in connection with the NCDs being unsecured.The NCDs will be in the nature of subordinated debt and hence the claims of the holders thereof will be subordinated to the claims of other secured and other unsecured creditors of our Company. Further, since no charge upon the assets of our Company would be created in connection with the NCDs, in the event of default in connection therewith, the holders of NCDs may not be able to recover their principal amount and/or the interest accrued therein in a timely manner, for the entire value of the NCDs held by them or at all. Accordingly, in such a case the holders of NCDs may lose all or a part of their investment therein. Further, the payment of interest and the repayment of the principal amount in connection with the NCDs would be subject to the requirements of RBI, which may also require our Company to obtain a prior approval from the RBI in certain circumstances.13. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect our operations and profitability.We may face potential liquidity risks due to varying periods over which our assets and liabilities mature. As is typical for NBFCs, a portion of our funding requirements is met through short-term funding sources such as bank loans, working capital demand loans, cash credit, short term loans and commercial papers. Our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely and cost-effective manner or at all, may lead to mismatches between our assets and liabilities, which in turn may adversely affect our operations and financial performance.14. We extend margin funding loans, or loans against shares, to our clients, and any default by a client coupled with a downturn in the stock markets could result in substantial losses for us.We extend “loans against shares”, or margin funding loans, which are secured by liquid, marketable securities at appropriate or pre-determined margin levels. In the event of a volatile stock market or adverse movements in stock prices, the collateral securing the loans may have decreased significantly in value, resulting in losses which we may not be able to support. Customers may default on their obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and operational failure. There is little financial information available about the creditworthiness of our customers. It is therefore difficult to carry out precise credit risk analysis on our clients. Although we use a technology-based risk management system and follow strict internal risk management guidelines on portfolio monitoring, which include limits on the amount of margin, the quality of collateral provided by the client and pre-determined margin call thresholds, no assurance can be given that if the financial markets witnessed a significant single-day or general downturn, our financial condition and results of operations would not be adversely affected.15. For our Gold Loan and Healthcare Finance business, the value of our collateral may decrease or we may experience delays in enforcing our collateral when our customers default on payment obligations which may result in failure to recover the expected value of the collateral and

adversely affect our financial performance.As part of our gold financing business, we extend loans secured by gold jewellery provided as collateral by the customer. A sharp downward movement in the price of gold for any reason whatsoever could result in a fall in collateral values. In the event customers defaults in repayment of loans secured by gold and the value of the collateral has decreased since disbursement, our results of operations may be adversely affected. Additionally, we may not be able to realise the full value of our collateral, due to defects in the quality of gold. In addition, failure by our employees to properly appraise the value of the collateral provides us with no recourse against the borrower. A failure to recover the expected value of collateral security could expose us to a potential loss. Any such losses could adversely affect our financial condition and results of operations.Further, the security for our Healthcare Finance is usually movable equipment, making it difficult to locate or seize in the event of any default by our customers. There can also be no assurance that we will be able to sell such collaterals at prices sufficient to cover the amounts under default. In addition, there may be delays associated with seizure and disposal of such collaterals, including litigations and court proceedings which is generally a slow and potentially expensive process in India. A failure or delay to recover the expected value from sale of collateral security could expose us to a potential loss. Any such losses could adversely affect our financial condition and results of operations. Accordingly, it may be difficult for us to recover amounts owed by defaulting customers in a timely manner or at all. The recovery of monies from defaulting customers may be further compounded by the fact that we do not generally insist on, or receive post dated cheques as security towards the timely repayment of dues from customers to whom we have provided loans.16. Inaccurate appraisal of pledged gold jewellery by our personnel may adversely affect our business and financial condition.The accurate appraisal of pledged gold jewellery is a significant factor in the successful operation of our business and such appraisal requires a skilled and reliable workforce. Inaccurate appraisal of gold by our workforce may result in gold being overvalued and pledged for a loan that is higher in value than the gold’s actual value, which could adversely affect our reputation and business.Further, we are subject to the risk that our gold appraisers may engage in fraud regarding their estimation of the value of pledged gold. Any such inaccuracies or fraud in relation to our appraisal of gold may adversely affect our reputation, business and financial condition.17. We do not own the premises where our Registered Office and our branch offices are located and in the event our rights over the properties is not renewed or is revoked or is renewed on terms less favourable to us, our business activities may be disrupted.At present we do not own the premises that we use as our Registered Office and our branch offices. In the event the owner of the premises revokes the consent granted to us or fails to renew the tenancy, we may suffer disruption in our operations. 18. One of our subsidiaries has been issued notices by the NHB and any adverse decision may affect our consolidated financial statements and results of operations. NHB has issued a showcause notice dated September 20, 2010 to India Infoline Housing Finance Company Limited (IIHFL), our Subsidiary alleging contraventions of Paragraphs 24 and 26 of the HFC (NHB) Directions, 2010 and as to why IIHFL should continue to be regarded as a housing finance company. IIHFL has vide its letter dated October 6, 2010 clarified the position and has furnished information as was requisitioned by NHB. There has been no further communication in this matter. In the event NHB takes an adverse decision, our consolidated numbers may be adversely affected.19. We require several licenses and approvals for our business and in the event we are unable to procure or renew them in time or at all, our business may be adversely affectedWe require several licenses, approvals and registration in order to undertake our business activities. These registrations include registrations with the RBI as a systemically important non-deposit taking NBFC and registration with the NHB. We are also required to maintain licenses under various state Shops and Establishment Acts for some of our offices. Failure by us to comply with the terms and conditions to which such permits or

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approvals are subject, and/or to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations.20. All of the gold loans we offer are due within one year of disbursement, and a failure to disburse new loans may result in a reduction of our loan portfolio and a corresponding decrease in our interest income.All of the gold loans we offer are due within one year of disbursement with an average tenure of four months. The relatively short-term nature of our loans means that our long-term interest income stream is less certain. In addition, our existing customers may not obtain new loans from us upon maturity of their existing loans, particularly if competition increases. The potential instability of our interest income could materially and adversely affect our results of operations and financial position.21. We handle cash on a regular basis and are hence exposed to the risk of fraud and misappropriation of funds. We mainly service rural and semi-urban customers who primarily conduct their business in cash. Accordingly, we usually collect cash installments from our customers and this exposes us to the risk of fraud and misappropriation of funds. Our insurance policies, security systems and measures undertaken to detect and prevent these risks may not be sufficient to prevent or deter such activities in all cases, which may adversely affect our operations and profitability. While we have not faced any major problem in the past and while we have taken insurance policies including fidelity cover and cover for cash in safes and in transit, we cannot assure you that no incident of fraud or misappropriation of funds will occur in the future. If such events occur, there could be an adverse affect on the profitability of our business and it could increase our insurance costs.22. We have entered into assignment agreements to sell certain loans from our outstanding loan portfolio. Our business, financial condition and results of operations could be adversely affected due to some of the restrictions imposed under such agreements or downgrade in the ratings of our securitized debt or if such assignment of loan is held to be unenforceable. We have sold and assigned a group of similar loans from our outstanding loan portfolio to financial institutions in return for an upfront fixed consideration. As of March 31, 2012, our outstanding portfolio of assigned loans was ` 5269.54 million on a consolidated basis, constituting 7.24% of our gross loan portfolio. Under such assignment agreements, we have provided credit enhancement through fixed deposits with banks and/or have issued corporate guarantees to the purchaser for an amount equal to a negotiated percentage of the value of the loans being assigned. If the relevant bank does not realize the receivables due under such assigned loans, the relevant bank would have recourse to the corporate guarantee, cash collateral and the underlying security. We are also liable to indemnify the relevant banks in the occurrence of an event of default stated under such assignment agreements. We make a general provision for all loans and specific provisions on our non-performing loans. Further any downgrade in the ratings of our securitized debt may lead to additional collaterals or corporate guarantees required to be provided. In the event the corporate guarantee and/or cash collateral underlying the security and general provisioning are inadequate, and the assigned loans are put back to us, this could have a material adverse effect on our operating results and financial condition.Further, in January 2009, the High Court of Gujarat held that the provisions of the Banking Regulation Act, 1949 do not permit banks to assign debt due to them, including the assignment of debt between two banks. However, on appeal, the Supreme Court of India reversed the decision of the Gujarat High Court and held that a bank to bank transfer of debt is not barred by law. If, in the future, one or more of the assignment agreements entered into by us is held to be unenforceable by a court of law, we may be required to terminate the assignment agreement(s) and may suffer losses. 23. As part of our business strategy we assign or securitize a substantial portion of our loan assets to banks and other institutions. Any deterioration in the performance of any pool of receivables assigned or securitized to banks and other institutions may adversely impact our financial performance and/or cash flows. As part of our means of raising and/or managing our funds, we assign

or securitize a substantial portion of the receivables from our loan portfolio to banks and other institutions. Such assignment or securitization transactions are conducted on the basis of our internal estimates of our funding requirements, which may vary from time to time. In fiscal 2012 we securitized and assigned assets of a book value of ` 5,456.43 million on a consolidated basis. Any change in statutory and/regulatory requirements such as Securitisation Guidelines issued by RBI in August 2012 in relation to assignments or securitizations by financial institutions, including the requirements prescribed by RBI and the Government of India, could have an adverse impact on our assignment or securitization transactions. Any adverse changes in the policy and/or regulations in connection with securitization of assets by NBFCs and/or new circulars and/or directions issued by the RBI in this regard, affecting NBFCs or the purchasers of assets, would affect the securitization market in general and our ability to securitize and/or assign our assets.We are also required to provide a credit enhancement for the securitization and assignment transactions by way of either fixed deposits or corporate guarantees and the aggregate credit enhancement amount outstanding as on March 31, 2012 on a consolidated basis was ` 692.36 million and on an unconsolidated basis was ` 586.79 million. In the event a relevant bank or institution does not realize the receivables due under such loan assets, such bank or institution would have recourse to such credit enhancement, which could have a material adverse effect on our results of operations, financial condition and/or cash flows.24. A decline in our capital adequacy ratio could restrict our future business growth.As per RBI notification dated February 17, 2011, all non - deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2012. On an unconsolidated basis, our capital adequacy ratio computed on the basis of applicable RBI requirements was 17.86% as of March 31, 2012, with Tier I capital comprising 15.46%. If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios with respect to our business. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favourable to us or at all, and this may adversely affect the growth of our business25. Our branches are vulnerable to theft which could adversely affect our reputation, business and results of operation.Storage of pledged gold jewellery as part of our business entails the risk of theft and resulting in loss to our reputation and business. The short tenure of the loans advanced by us and our practice of processing loan repayments within short timelines require us to store pledged gold jewellery in our premises at all points in time. With regard to any theft, we may not be able to recover the entire amount of the loss suffered and may receive only a partial payment of the insurance claim. There is no guarantee that thefts may or may not be committed in the future, which could adversely affect our reputation, business and results of operations.26. We may have to comply with stricter regulations and guidelines issued by regulatory authorities in India.We are regulated principally by and have reporting obligations to the RBI. We are also subject to the corporate, taxation and other laws in effect in India. In recent years, existing rules and regulations have been modified, new rules and regulations have been enacted and reforms have been implemented which are intended to provide tighter control and more transparency in India’s Gold Loan industry. Moreover new regulations may be passed that restrict our ability to do business. For example, regulatory restrictions on securitisation may be extended to bilateral assignment transactions, resulting in loss of arbitrage options.We cannot assure you that we will not be subject to any adverse regulatory action in the future. Further, these regulations are subject to frequent amendments and depend upon government policy. The costs of compliance may be high, which may affect our profitability. If we are unable to comply with any such regulatory requirements, our business and results of operations may be materially and adversely affected.27. Our loan portfolio is not classified as priority sector advances by the RBI.

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The RBI currently mandates domestic commercial banks operating in India to maintain an aggregate 40.0% (32.0% for foreign banks) of their adjusted net bank credit or credit equivalent amount of off- balance sheet exposure, whichever is higher as “priority sector advances”. These include advances to agriculture, small enterprises, exports and similar sectors where the Government seeks to encourage flow of credit for developmental reasons. Banks in India that have traditionally been constrained or unable to meet these requirements organically, have relied on specialised institutions like our Company that are better positioned to or focus on originating such assets through on-lending or purchase of assets or securitised pools to comply with these targets.Notification issued by the RBI in February 2011, has stipulated that loans sanctioned to NBFCs for on lending to individuals or other entities against gold jewellery would not be eligible for classification as agriculture sector advances in the context of priority sector lending guidelines. Further in term of the RBI notification dated July 2012, investments made by banks in securitized assets originated by NBFC and purchase/ assignment transaction by banks with NBFCs, where the underlying assets are loans against gold jewellery, are not eligible for priority sector status. Accordingly, our ability to raise capital by selling down our gold loan portfolio under bilateral assignments will be hampered in the future and impact our ability to raise funds through loans from banks, which may adversely affect our financial condition and results of operations.28. Our contingent liabilities could adversely affect our financial condition.As per the consolidated reformatted audited financial statements of our Company for year ended March 31, 2012, we had certain contingent liabilities not provided for, amounting to ` 135.95 million. The contingent liability amounts disclosed in our consolidated reformatted audited financial statements represent estimates and assumptions of our management based on advice received. For further details, please refer to section titled “Statement of Contingent liability – Annexure 19” in the chapter “Financial Statements” beginning on page 106.29. We are subject to certain restrictive covenants in our loan documents, which may restrict our operations and ability to grow and may adversely affect our business.There are restrictive covenants in the agreements we have entered into with our lenders. These restrictive covenants require us to maintain certain financial ratios and seek the prior permission of these banks/financial institutions for various activities, including, amongst others, selling, leasing, transferring or otherwise disposing of any part of our business or revenues, effecting any scheme of amalgamation or reconstitution, implementing a new scheme of expansion, taking up an allied line of business or making any amendments to Memorandum and Articles of Association. Such restrictive covenants in our loan documents may restrict our operations or ability to expand and may adversely affect our business. For details of these restrictive covenants, see the section titled “Financial Indebtedness” beginning on page 234.30. Our success depends in large part upon our management team and key personnel and our ability to attract, train and retain such persons.Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key managerial personnel, developing managerial experience to address emerging challenges and ensuring a high standard of client service. In order to be successful, we must attract, train, motivate and retain highly skilled employees, especially branch managers and product executives. If we cannot hire additional qualified personnel or retain them, our ability to expand our business will be impaired and our revenue could decline. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train and motivate our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us. Hiring and retaining qualified and skilled managers are critical to our future, as our business model depends on our credit-appraisal and asset valuation mechanism, which are personnel-driven operations. Moreover, competition for experienced employees can be intense. While we have an incentive

structure and an ESOP designed to encourage employee retention, our inability to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on our business and future financial performance.31. We may not be able to successfully sustain our growth plans.In recent years, our growth has been fairly substantial. Our growth plan includes growing our secured lending and expanding our retails customer base. There can be no assurance that we will be able to sustain our growth plan successfully or that we will be able to expand further or diversify our product portfolio. If we grow our loan book too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher percentage of our loans may become non-performing, which would have a negative impact on the quality of our assets and our financial condition.We also face a number of operational risks in executing our growth strategy. We have experienced growth in our Mortgage Loans and Gold Loans businesses, our branch network has expanded significantly as part of our growth strategy. Our rapid growth exposes us to a wide range of increased risks, including business and operational risks, such as the possibility of growth of NPAs, fraud risks and regulatory and legal risks.Our ability to sustain our rate of growth also significantly depends upon our ability to recruit trained and efficient personnel and retain key managerial personnel, maintain effective risk management policies, continuing to offer products which are relevant to our target base of clients, developing managerial experience to address emerging challenges and ensuring a high standard of client service. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train our employees properly may result in an increase in employee attrition rates, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us.32. Our insurance coverage may not adequately protect us against losses.We maintain such insurance coverage that we believe is adequate for our operations. Our insurance policies, however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. We maintain general liability insurance coverage, including coverage for errors or omissions. We cannot, however, assure you that the terms of our insurance policies will be adequate to cover any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim.A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies, including premium increases or the imposition of a larger deductible or co insurance requirement, could adversely affect our business, financial condition and results of operations.33. Any change in control of our Promoter or our Company may correspondingly adversely affect our operations and profitability. As on June 30, 2012, our Promoter holds 98.87% of our paid up share capital. If our Promoter ceases to exercise direct control over our Company and/or there is change in direct control over our Promoter, as a result of any transfer of shares or otherwise, our business and results of operations could be adversely affected.34. A significant component of our exposure is in the real estate sector and any factor affecting this sector could adversely affect our businessAs of March 31, 2012, we have extended loans and advances with outstanding more than ` 250 million each, aggregating to ` 6036.56 million to borrowers operating in the real estate sector. This amounts to 8.95% of our loan portfolio. These loans are secured against the real estate which in most cases is under development. In the event the real estate sector is adversely affected due to any reason whatsoever, the value of our collaterals may diminish which may affect our results of operations in the event of a default in repayment by our clients. Moreover, since most of the collaterals in this sector are real estate, under development, any undervaluation of the property post development may significantly affect our revenues.35. We undertake distribution of certain third party products which could result in our Company being made party to litigations.

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We distribute mutual fund products of third parties through our branch network. Whilst contractually we are not liable for the performance of third parties and their products that we distribute, in the event of any deficiency in service by such third parties and/ or non-performance of some of their products, the persons who avail of such products may incur losses. We may be subject to a reputation risk in such instances and management time and cost may be incurred to address such situations. 36. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of our counterparts.We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk and legal risk. The effectiveness of our risk management is limited by the quality and timeliness of available data. Our hedging strategies and other risk management techniques may not be fully effective in mitigating our risks in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some methods of managing risks are based upon observed historical market behaviour. As a result, these methods may not predict future risk exposures, which could be greater than the historical measures indicated. Other risk management methods depend upon an evaluation of information regarding markets, customers or other matters. This information may not in all cases be accurate, complete, up-to-date or properly evaluated. Management of operational, legal or regulatory risk requires among other things, policies and procedures properly to record and verify a number of transactions and events. Although we have established these policies and procedures, they may not be fully effective.Our future success will depend, in part, on our ability to respond to new technological advances and emerging banking and housing finance industry standards and practices on a cost-effective and timely manner. The development and implementation of such technology entails significant technical and business risks. There can be no assurance that we will be able to successfully implement new technologies or adapt its transaction processing systems to customer requirements or emerging market standards. 37. Our Business is dependent on relationships established through our branches with our clients; any events that harm these relationships including closure of branches or the loss of our key branch personnel may lead to decline in our revenue and profits.Our business is dependent on the key branch personnel who directly manage client relationships. We encourage dedicated branch personnel to service specific clients since we believe that this leads to long-term client relationships, a trust based business environment and over time, better cross-selling opportunities. While no branch manager or operating group of managers contributes a meaningful percentage of the business, the business may suffer materially if a substantial number of branch managers either become ineffective or leave the organization. Such an event could be detrimental to our business and profits.38. Our Company is exposed to many operational risks which could materially impact our business and results of operations.Our Company is exposed to many types of operational risks. Operational risk can result from a variety of factors, including failure to obtain proper internal authorizations, improperly documented transactions, failure of operational and information security procedures, computer systems, software or equipment, fraud, inadequate training and employee errors. We attempt to mitigate operational risk by maintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-up procedures, undertaking regular contingency planning and providing employees with continuous training. Any failure to mitigate such risks could adversely affect our business and results of operations.39. Our Promoter has significant control in our Company, which will enable them to influence the outcome of matters submitted to shareholders for approval, and their interests may differ from those of other holders of Equity Shares.As on June 30, 2012, our Promoter directly holds 98.87 % of the paid up share capital and has the ability to control our business including matters relating to any sale of all or substantially all of our assets, the timing and distribution of dividends and the election or termination of appointment of our officers and directors. This control could delay, defer or prevent a change in control of our Company, impede a merger, consolidation, takeover or other business combination involving our Company, or discourage a

potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company even if it is in our Company’s best interest. In addition, for so long as our Promoter continues to exercise significant control over our Company, it may influence the material policies of our Company in a manner that could conflict with the interests of our other shareholders. Our Promoter may have interests that are adverse to the interests of our other shareholders and may take positions with which we or our other shareholders do not agree.40. Our results of operations could be adversely affected by any disputes with employees.As of March 31, 2012, IIFL Group employed 13,749 full-time employees. Currently, none of our employees are members of any labor union. While we believe that we maintain good relationships with our employees, there can be no assurance that we will not experience future disruptions to our operations due to disputes or other problems with our work force, which may adversely affect our business and results of operations. 41. High levels of customer defaults could adversely affect our business, financial condition and results of operations.We are subject to customer default risks including default or delay in repayment of principal or interest on our loans. Customers may default on their obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and operational failure. If borrowers fail to repay loans in a timely manner or at all, our financial condition and results of operations will be adversely impacted. 42. Significant fraud, system failure or calamities could adversely impact our business.We seek to protect our computer systems and network infrastructure from physical break-ins as well as fraud and system failures. Computer break-ins and power and communication disruptions could affect the security of information stored in and transmitted through our computer systems and network infrastructure. We employ security systems, including firewalls and password encryption, designed to minimize the risk of security breaches. Although we intend to continue to implement security technology and establish operational procedures to prevent fraud, break-ins, damage and failures, there can be no assurance that these security measures will be adequate. A significant failure of security measures or operational procedures could have a material adverse affect on our business and our future financial performance. Although we take adequate measures to safeguard against system-related and other frauds, there can be no assurance that it would be able to prevent frauds.We are exposed to many types of operational risks, including the risk of fraud or other misconduct by employees and unauthorized transactions by employees. Although we have been careful in recruiting all our employees, we have in the past been held liable for the fraudulent acts committed by our employees adversely impacting our business. Our reputation could be adversely affected by significant frauds committed by employees, customers or outsiders. 43. We depend on the accuracy and completeness of information about customers and counterparties which may adversely affect our reputation and business.In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We may also rely on certain representations as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit, we may assume that a customer’s audited financial statements conform to generally accepted accounting principles and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our financial condition and results of operations could be negatively affected by relying on financial statements that do not comply with generally accepted accounting principles or other information that is materially misleading.Moreover, we have implemented KYC norms and other measures, to prevent money laundering. In the event of ineffectiveness of these norms and systems, our reputation, business and results of operations may be adversely affected.44. Inaccurate appraisal of credit may adversely impact our businessWe may be affected by failure of employees to comply with internal

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procedures and inaccurate appraisal of credit or financial worth of our clients. Inaccurate appraisal of credit may allow a loan sanction which may eventually result in a bad debt on our books of accounts. In the event we are unable to check the risks arising out of such lapses, our business and results of operations may be adversely affected.45. We have entered into a number of related party transactions and may continue to enter into related party transactions, which may involve conflict of interest.We have entered into a number of related party transactions, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006. Such transactions may give rise to current or potential conflicts of interest with respect to dealings between us and such related parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favour. For further details, please refer to statement of related party transactions in “Financial Statements - Significant Accounting Policies and Notes to Accounts on the Reformatted Unconsolidated Financial Statements (Annexure 13)” beginning on page 106.Risks pertaining to this Issue46. We are required to create a debenture redemption reserve equivalent to 50% of the value of the NCD offered through this Issue and we may not have access to adequate funds to redeem the full quantum of the NCDs at the closure of the redemption periodSection 117C of the Companies Act states that any company that intends to issue debentures must create a debenture redemption reserve to which adequate amounts shall be credited out of the profits of the Company until the debentures are redeemed. The Department of Company Affairs, Government of India, through their circular no. 9/ 2002 has mandated that an NBFC registered with the RBI shall be required to create a “debenture redemption reserve” (“DRR”) of a value equivalent to 50% of the debentures offered through a public issue. The DRR is funded from a company’s profits every year. Since the value of the reserve is required to be only 50% of the cumulative value of the NCDs on offer, we may not have adequate funds to redeem the NCDs at the close of the redemption period, which may adversely affect your rights and profitability.47. Changes in interest rates may affect the price of our NCDs.All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.48. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs.Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors inter-alia including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner or at all. 49. Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus our ability to raise further debts.The NCDs proposed to be issued under this Issue have been rated ‘[ICRA]AA-(stable)’ by ICRA for an amount of upto `5,000 million vide its letter dated August 14, 2012, and ‘CRISIL AA-/Stable’ by CRISIL for an amount of upto `5,000 million vide its letter dated August 13, 2012. The rating of the NCDs by ICRA indicates a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The modifier “-” (minus) reflects the comparative standing within the category. The rating of NCDs by CRISIL indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The ratings provided by ICRA and/or CRISIL may be suspended, withdrawn or revised at any time by the assigning rating agency and

should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 9 of the Prospectus for the rationale for the above ratings. 50. Our Company may raise further borrowings and charge its assets after receipt of necessary consents from its existing lenders.Our Company may, subject to receipt of all necessary consents from its existing lenders and the Debenture Trustee to the Issue, raise further borrowings and charge its assets. Our Company is free to decide the nature of security that may be provided for future borrowings. In such a scenario, the Bondholders will rank pari passu with other creditors and to that extent, may reduce the amounts recoverable by the NCD holders upon our Company’s bankruptcy, winding-up or liquidation.51. You may be subject to Indian taxes arising on the sale of the NCDs. Sales of NCDs by any holder may give rise to tax liability in India, as discussed in section entitled “Statement of Tax Benefits” on page 45 of the Prospectus.52. There is no active market for the NCDs on the WDM segment of the stock exchanges. As a result the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected.There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities available in the market and the general interest rate scenario in the country,(ii) the market for listed debt securities, (iii) general economic conditions, and, (iv) our financial performance, growth prospects and results of operations. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid. 53. Our Company has been in violation of one of the covenants contained relating to one of our prior debenture issues.Our Company has been in violation of the maximum permissible gearing (i.e. Total Debt/ Total Networth) as prescribed under the offer document for issue of Secured Redeemable Non-Convertible Debentures issued on April 20, 2010, during the Financial Year 2011-2012. Our Company’s gearing had grown upto 2.9 times during the FY 2011-12 as against maximum permissible gearing of 2.5 times on a Consolidated and Standalone basis. There is no guarantee that such a violation may not happen again. In the event that there are similar events of default under the terms of offer documents, it can have significant consequences on our business and operations.External Risk Factors 54. Our results of operations have been, and may continue to be, adversely affected by Indian and international financial market and economic conditions.Our business is highly dependent on Indian and international markets and economic conditions. Such conditions in India include fluctuations in interest rates; changes in consumer spending; the level of consumer confidence; housing prices; corporate or other scandals that reduce confidence in the financial markets, among others. International markets and economic conditions include the liquidity of global financial markets, the level and volatility of debt and equity prices and interest rates, investor sentiment, inflation, the availability and cost of capital and credit, and the degree to which international economies are expanding or experiencing recessionary pressures. The independent and/or collective fluctuation of these conditions can directly and indirectly affect demand for our lending finance and other financial products, or increase the cost to provide such products. In addition, adverse economic conditions, such as declines in housing values, could lead to an increase in mortgage and other home loan delinquencies and higher write-offs, which can adversely affect our earnings.Global financial markets were and continue to be extremely volatile and were materially and adversely affected by a significant lack of liquidity, decreased confidence in the financial sector, disruptions in the credit markets, reduced business activity, rising unemployment, declining home prices and erosion of consumer confidence. These factors have contributed to and may continue to adversely affect our business, financial condition and results of operations.

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55. Financial difficulties and other problems in certain financial institutions in India could cause our business to suffer and adversely affect our results of operations.We are exposed to the risks of the Indian financial system, which in turn may be affected by financial difficulties and other problems faced by certain Indian financial institutions. Certain Indian financial institutions have experienced difficulties during recent years. Some co-operative banks (which tend to operate in rural sector) have also faced serious financial and liquidity crises. There has been a trend towards consolidation with weaker banks and NBFCs being merged with stronger entities. The problems faced by individual Indian financial institutions and any instability in or difficulties faced by the Indian financial system generally could create adverse market perception about Indian financial institutions, banks and NBFCs. This in turn could adversely affect our business, our future financial performance, our shareholders’ funds and the market price of our NCDs.56. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our businessTerrorist attacks and other acts of violence or war may negatively affect our business and may also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition, any deterioration in relations between India and its neighbouring countries might result in investor concern about stability in the region, which could adversely affect our business. India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact on us. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the market price of our NCDs. 57. Natural calamities could have a negative impact on the Indian economy, particularly the agriculture sector, and cause our business to suffer India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their impact on the Indian economy. The erratic progress of the monsoon in 2012 affected sowing operations for certain crops. Further, prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy thereby, adversely affecting our business. 58. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business.Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse affect on our business and financial performance, our ability to raise financing for onward lending and the price of our NCDs.59. Instability of economic policies and the political situation in India could adversely affect the fortunes of the industryThere is no assurance that the liberalization policies of the government will continue in the future. Protests against privatization could slow down the pace of liberalization and deregulation. The Government of India plays an important role by regulating the policies and regulations that govern the private sector. The current economic policies of the government may change at a later date. The pace of economic liberalization could change and specific laws and policies affecting the industry and other policies affecting investments in our Company’s business could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India and thereby affect our Company’s business.Unstable domestic as well as international political environment could impact the economic performance in the short term as well as the long term. The Government of India has pursued the economic liberalization policies including relaxing restrictions on the private sector over the past several years. The present Government has also announced polices and taken initiatives that support continued economic liberalization. The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the Indian economy. Our

Company’s business may be affected not only by changes in interest rates, changes in Government policy, taxation, social and civil unrest but also by other political, economic or other developments in or affecting India.60. Companies operating in India are subject to a variety of central and state government taxes and surcharges.Tax and other levies imposed by the central and state governments in India that affect our tax liability include: (i) central and state taxes and other levies; (ii) income tax; (iii) value added tax; (iv) turnover tax; (v) service tax; (vi) stamp duty; and (vii) other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. For example, a new tax code is proposed to be introduced in the Indian Parliament. The statutory corporate income tax in India, which includes a surcharge on the tax and an education cess on the tax and the surcharge, is currently 32.45 % down from 33.22 % for the fiscal year ended March 31, 2012. The central or state government may in the future increase the corporate income tax it imposes. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable. Additional tax exposure could adversely affect our business and results of operations.61. Financial instability in other countries could disrupt our business.The Indian market and the Indian economy are influenced by economic and market conditions in other countries. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the economy as a whole, in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause volatility in Indian financial markets and indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in India.In the event that the current difficult conditions in the global credit markets continue or if the recovery is slower than expected or if there any significant financial disruption, this could have an adverse effect on our cost of funding, loan portfolio, business, prospects, results of operations and financial condition.PROMINENT NOTESFor details on “Prominent Notes”, please refer page no. xxvi of the Prospectus.

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONFor details on “Material Contracts and Documents for Inspection”, please refer page no. 320 of the Prospectus.

DECLARATIONWe, the undersigned, hereby certify and declare that all relevant provisions of the Companies Act, and the guidelines issued by the Government of India and/or the regulations/guidelines issued by the Securities and Exchange Board of India, established under Section 3 of the 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, have been complied with and no statement made in the Prospectus is contrary to the provisions of the Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under, regulations or guidelines issued, as the case may be. We further certify that all the disclosures and statements made in the Prospectus are true and correct.Signed by the Directors of our CompanyMr. Nirmal Jain; Mr. Nilesh Vikamsey; Mr. R. Venkataraman; Ms. Pratima Ram; Mr. V K Chopra; Mr. Mahesh Narayan Singh; Mr. Sunil Kaul. Date: August 27, 2012Place: Mumbai

For any further details, please refer to the Prospectus

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TIMING FOR SUBMISSION OF APPLICATION FORMApplication and any further changes to the Applications shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs, except that on the Issue Closing Date when the Applications and any further changes in details in Applications, if any, shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchange Platform would be rejected.Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in this Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time.Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, Trading Members or designated branches of SCSBs is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise.

CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMSIn case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Members of Syndicate, at the addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of the Application shall forward the Application Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except Specified Cities, as above),the ASBA Application Forms should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members as specified below:

ENAM SECURITIES PRIVATE LIMITEDAHMEDABAD: Marwadi Shares & Finance,9/10, Haridarshan Complex, Opp HDFC Bank,Maninagar Chaar Rasta,Maninagar,Pin:380008,. Marwadi Shares & Finance,Amazon Corporation Park,-Part 4, B/h.Navrangpura Post Office,Choice Restaurant Lane,Off C G Rd,Pin:380009,. Marwadi Shares & Finance,Ast-Mangal, Nr Rajasthan Hospital, Sahibaug,Pin:380004,. BANGALORE: ENAM SECURITIES PVT LTD,10/3, GROUND FLOOR,NO.29, EMPIRE INFANTRY,INFANTRY ROAD,Pin:560001,Ph:080-40333222/3218,. BHAVNAGAR: Marwadi Shares & Finance,203-Prithvi Complex. 2nd Floor, Kalanala,Ph:0278-2433713,. BHOPAL: Kalpataru Multiplier Pvt Ltd,102-103, Earning Point, Mandakini Chouraha Ph:0755-4276709,. Kalpataru Multiplier Pvt Ltd, 12-B, Indrapuri, Near SBI, Plant Area Branch, BHEL,Pin:462021 Ph:0755-4261959,. Kalpataru Multiplier Pvt Ltd, 134-136, Bhopal Plaza, Nr Bhopal Talkies, Hamidia Road Ph:0755-4094059,. Kalpataru Multiplier Pvt Ltd, E-3/103 Arera Colony, Near Cindrella School, Pin:462016 Ph:0755-4276724,. Kalpataru Multiplier Pvt Ltd, Hall-2, 1st Flr, Above Central Bk, GTB Complex, T T Nagar,Pin: 462001 Ph:0755-4235726,. Kalpataru Multiplier Pvt Ltd, Kalpataru House, 18 Itwara,Pin:462001 Ph:0755-4084201,. CHENNAI: ENAM SECURITIES DIRECT PVT LTD,11, VIJAY DELUX APTS., 7/4 FIRST MAIN ROAD, CIT COLONY, MYLAPORE,Pin:600004,Ph:044-39184335/4226,. Sun ‘N’ Sun Financial,357, Mint Street, 2nd Flr, Sowcarpet,Pin:600079,Ph:044-5395925,. HYDERABAD: ENAM SECURITIES DIRECT PVT LTD,6-3-650/217B & C, MAHESHWARI CHAMBERS, 2ND FLR.,SOMAJIGUDA,Pin:500082,Ph:040-39893626/30658502,. JAIPUR: Ashwani Dandia & Co,7, Gopinath Marg, New Colony,Ph:0141-2371603,. Ashwani Dandia & Co,Room No. 236, Jaipur Stock Exchange Building, Malviya Nagar,Pin:302107,Ph:0141-2371603, 2360790,. JAMNAGAR: Marwadi Shares & Finance,433-438, Indraprasth Complex, 4th Flr.,Nr Nobat karyalay,Pancheshwar Tower Rd,Pin:3610001,Ph:0288-2551763,. KOLKATA: ENAM SECURITIES DIRECT PVT LTD,S-205, IDEAL PLAZA, 11/1,SARAT BOSE ROAD,Pin:700020,Ph:033-32426310/30588154,. MUMBAI: ENAM SECURITIES PVT LTD,HARI CHAMBER, GROUND FLOOR, 58/64, SHAHID BHAGAT SINGH ROAD, FORT,Pin:400001,Ph:022-22677901,. ANS Pvt Ltd,A-123/124, satyam Shopping Centre, M G Rd,Ghatkopar (E),Pin:400077,Ph:022-39558604,. ANS Pvt Ltd,C/9,Satyam Shopping Centre, M G Road,Ghatkopar (E),Pin:400077,Ph:022-25104141,. NEW DELHI: ENAM SECURITIES PVT LTD,M-39, IIND FLOOR, OUTER CIRCLE,OPP.SUPER BAZAR, CONNAUGHT PLACE,Pin:110001,Ph:011-49811200/201,. PATNA: Enam Securities Direct Pvt Ltd, C/o.Rajiv Lochan Pandey, 601B, Ashiana Plaza, Budh Marg, Patna, Pin:800001,. Ph:0612-2213117, 3251185. Gogia International,Sikender Manzil, Fraser Road,Pin:800001,Ph:0612-235153/236668,. PUNE: ENAM SECURITIES PVT LTD,1248A, ASMANI PLAZA, GROUND FLR.,GOODLUCK CHOWK, DECCAN GYMKHANA, SHIVAJI NAGAR,Pin:411004,Ph:020-25521606/406,. ENAM SECURITIES DIRECT PVT LTD,101 & 102, SILVER PRESTIGE, 1ST FLOOR, OPP. MCCIA, TILAK ROAD, SWARGATE,Pin:411002,Ph:020-30205492/93,. RAJKOT: ENAM SECURITIES DIRECT PVT LTD,308, 3RD FLOOR, TOWAR COMMERCIAL COMPLEX,JAWAHAR COMPLEX,NEAR GALAXY HOTEL,Pin:360001,Ph:0281-2226383/384,. Anil Dhulia,Saket Plaza, 1st Flr., Dr Radhakrishnan Rd,Harihar Chowk,Pin:360001,Ph:0281-2224324/2234719,. Marwadi Shares & Finance,Marwadi Financial Centre, 150 Ft Ring Road, Nr Nana Mava Main Road, Pin:360004,Ph:0281-3011195,. ANS Pvt Ltd-Arham Fin Centre,Panchnath Main Road, Harihar Chowk,Pin:360001,Ph:0281-2450745,. VADODARA: ENAM SECURITIES PVT LTD,642 FORTUNE TOWERS, SAYAJIGANJ,Pin:390005,Ph:0265-2225412,. ENAM SECURITIES DIRECT PVT LTD,GF 9, SILVERLINE TOWERS, OPP BBC TOWERS,SAYAJIGANJ,Pin:390005,Ph:0265-3026945/46,. Mukesh D Joshi,11, Payal Complex, Opp. Stock Exchange, Sayaji Gunj,Pin:390005,Ph:0265-2363838/2434,. Jhaveri Securities,136/137,Paradise Complex, Sayajigunj,Pin:390005,Ph:0265-2362027,. Kamlesh D Joshi,57/58, Payal Complex, Opp. Stock Exchange, Sayaji Gunj,Pin:390005,Ph:0265-2361183/2362057,

SBICAP SECURITIES LTDAgra: SBICAP Securities Ltd C/O Sbi Main Branch, Chipitola,282001,2252079.Ahmedabad: SBICAP Securities Ltd 2nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite,380015,26764456. SBICAP Securities Ltd C/O State Bank Of India, 1St Floor, Modi Arcade, Near Rly Station, Maninagar (West),380008,25469205.Amritsar: SBICAP Securities Ltd C/O, State Bank Of India, Main Branch, Town Hall,143001,5030146.Asansol: SBICAP Securities Ltd C/O State Bank Of India,Asansol Main Branch,Bijoy Pal Sarani,713301,9641611679.Bangalore: SBICAP Securities Ltd Sbi Lho Campus Behind Spb Branch St. Marks Road,560001,32905247. SBICAP Securities Ltd Pb No-483, No-73 K R Road. Sbm Building 1St Flr, Basavangudi,560004,42103575. SBICAP Securities Ltd 1st Floor, C/O Sbi Koramangala Pbb Branch, No.472, Avs Complex, 4Th Block, Koramangala,560034,49074203.Bhavnagar: SBICAP Securities Ltd C/O State Bank Of Saurashtra - Kalanala Branch, Kalanala,364001,2520009.Bhilai: SBICAP Securities Ltd Sbi Main Branch,Sector 1,490001,0.Bhopal: SBICAP Securities Ltd State Bank Of Indore Paanchanan T T Nagar,462003,6549108.Chandigarh: SBICAP Securities Ltd C/O State Bank Of India, Main Branch, Sco 43-48, 1st Flr, Sector 17 B,160017,5079240.Chennai: SBICAP Securities Ltd Sbi Main Branch New No.84, 22 Rajaji Salai,600001,42065997. SBICAP Securities Ltd SBI Building No 2 A Prakasam Road Panagal Park T Nagar,600017,42606204. SBICAP Securities Ltd Sbi Spb Branch,Plot No.4, Teachers Colony,Indiranagar, Adyar,600020,42607565. SBICAP Securities Ltd C/O Sbi, 22,Taylors Road, Kilpauk,639001,26600030.Coimbatore: SBICAP Securities Ltd Sbi Main Branch,State Bank Road.,641018,2395711. SBICAP Securities Ltd Sbi Premises - First Floor, 451, D.B. Road, R.S.Puram,641018,4355527.Dehradun: SBICAP Securities Ltd Sbi Main Branch, 4th Convent Road,248001,2651156.Durgapur: SBICAP Securities Ltd C/O. State Bank India, Durgapur Branch, Dsp Maingate, Po Durgapur-3,713203,2588289.Ghaziabad: SBICAP Securities Ltd C/O, State Bank Of India,Navyug Marget,201001,2798891.Gurgaon: SBICAP Securities Ltd Sbicap Securites, Sbi Sushant Lok 1, B/05, Unitech Trade Centre,12209,2385365.Guwahati: SBICAP Securities Ltd C/O State Bank Of India, Dispur Branch, Opposite Assam Sachibalaya, Dispur,781006,2237594.Gwalior: SBICAP Securities Ltd C/O State Bank Of India,Basement, Main Branch ,Jiwaji Chowk, Lashkar,474001,2620727.Hyderabad: SBICAP Securities Ltd State Bank Of Hyderabad Ground Floor, Gunfoundry,500001,23321875. SBICAP Securities Ltd 1St Floor, Dmc Center, Above State Bank Of India, St. John’S Road, East Marredpally, Secunderabad,500026,40137725. SBICAP Securities Ltd C/O, State Bank Of India G O C, Koti (Lho), Bank Street,500001,24750622.Indore: SBICAP Securities Ltd State Bank Of Indore 5,Yashwant Niwas Road,452003,2547517. SBICAP Securities Ltd State Bank Of India Gpo Main Branch,452001,4036625.Jabalpur: SBICAP Securities Ltd C/O. Sbi Main Branch, Civil Lines,482001,4218261.Jaipur: SBICAP Securities Ltd C/O Sbi Special Branch, Ground Floor, Sangeneri Gate,302003,4006483. SBICAP Securities Ltd 128, A - Block, First Floor, Opp. Sbbj Bank,Ganpati Plaza, M I Road,302001,3221945.Jalandhar: SBICAP Securities Ltd C/O. State Bank Ofindia, Civil Lines,144001,4636317.Jammu: SBICAP Securities Ltd C/O State Bank Of India, Railway Road Branch,180001,2471118.Jamnagar: SBICAP Securities Ltd G-3, Ground Flr, Madhav Darshan Complex, Opposite Cricket Bungalow Near Limda Line,361001,2555170.Jamshedpur: SBICAP Securities Ltd Sbi, Jamshedpur Bistupur,831001,3206515.Jodhpur: SBICAP Securities Ltd C/O Sbi, Special Branch, High Court Campus, Kachauri,342001,2546546.Kanpur: SBICAP Securities Ltd Sbi, Main Branch Campus, Zonal Office,16/101 Civil Line Mall Road,208001,2333571.Kochi: SBICAP Securities Ltd Sbi Shanmugham Rd. Branch 2nd Floor, Ktdc Bldg, Ernakulam,682031,3248745.Kolkata: SBICAP Securities Ltd Sbi Main Branch Sammriddi Bhavan 3rd Floor, 1- Strand Road,700001,22481729. SBICAP Securities Ltd State Bank Of India Jeevandeep Bldg,Ground Floor Middleton Street,700071,22886604. SBICAP Securities Ltd C/O Sbi, 50 A, Gariahat Road, Ballygunge,700019,0. SBICAP Securities Ltd C/O—State Bank Of India,Bikash Bhavan Goc.Ground Floor.Sector-Ii,Saltlake,700091.Kota: SBICAP Securities Ltd Kota Main Branch, Chhawani Chouraha,324007,2390147.Lucknow: SBICAP Securities Ltd C/O State Bank Of India, 2/103 Vijay Khand First Flr, Gomti Nagar,226010,2303261. SBICAP Securities Ltd

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42 INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

C/O Sbi Govt.Business Branch Moti Mahal Marg Behind K.D.Singh Babu Stadium Hajrath Ganj,226001,3202184.Ludhiana: SBICAP Securities Ltd Sbi, 1St Floor Fountain Chowk Civil Lines,141001,5025634.Madurai: SBICAP Securities Ltd C/O State Bank Of India, Number - 7A, West Veli Street, Opposite Railway Station,625001,4506404.Mangalore: SBICAP Securities Ltd C/O Sbi, Mangalore Main Branch, Port Road, P.B.No-90,575011,4265361.Mumbai: SBICAP Securities Ltd State Bank Of India M.G.Road Ghatkopar East,400077,25020964. SBICAP Securities Ltd C/O Sbi Nri Branch, Maker Chambers -3, Ground Floor, Nariman Point,400021,22040238. SBICAP Securities Ltd Sbi Admin Building Compound, Madam Cama Rd., Nariman Point,400021,22023214. SBICAP Securities Ltd C/O Sbi Spb Branch, Mumbai Samachar Marg, Gate No 7, Horniman Circle, Fort,400001,32660216. SBICAP Securities Ltd 2nd Flr, C Wing, Mafatlal Chambers, N.M Joshi Marg, Lower Parel,400013,42273451. SBICAP Securities Ltd C/O Sbi Jvlr Branch, Ground Floor,Juhu Versova Link Road, Andheri (W),400053,26707887.Mysore: SBICAP Securities Ltd C/O State Bank Of India, Mysore Main Branch,P.B.No-204, Motikhana Building, New Sayaji Rao Road,570024,2435866.Nagpur: SBICAP Securities Ltd C/O Sbi Seva Sadan Branch, 75 Moti Mohan Complex Seva Sadan Chowk, C.A.Road,440018,3257729.Nashik: SBICAP Securities Ltd C/O Sbi Spbb Br., Plot No. 56 ,Opp. Wadnagare Bhavan, Thatte Wadi, College Road,422005,2232152.New Delhi: SBICAP Securities Ltd Sbi Spb Branch11, Parliament Street,110001,23744235. SBICAP Securities Ltd State Bank Of India Personal Banking Branch, A-15 Hauz Khas,110016,26511104. SBICAP Securities Ltd 9, New Rajdhani Enclave, Swasthya Vihar,Nr Preet Vihar Metro Station,110092,45108482. SBICAP Securities Ltd C/O, State Bank Of India, E-2/28, Sector-7, Rohini,110085,27055815.Noida: SBICAP Securities Ltd C/O State Bank Of India, Sector-26,201301,2532133.Panaji: SBICAP Securities Ltd Sbi, Panaji Main Branch Dayanand Bandodkar Marg Near Hotel Mandovi,403001,3253886.Panchkula: SBICAP Securities Ltd C/O State Bank Of India,Sco - 14, Sector 10,140109,4010507.Patiala: SBICAP Securities Ltd State Bank Of Patiala Mall Road, The Mall Near Sherawala Gate, Demat Section,147001,5013356.Patna: SBICAP Securities Ltd C/O State Bank Of India ,Spb Gandhi Maidan,Biscoman Bhavan,800001,3260943.Pondicherry: SBICAP Securities Ltd 164, Kamraj Salai, 1St Flr, Above Sbi Adb Branch,605013,4304236.Pune: SBICAP Securities Ltd State Bank Of India Deccan Gymkhana Branch J.M.Road, Deccan Gymkhana,411004,25539399. SBICAP Securities Ltd C/O Sbi Bund Garden Branch, Grale 171/B, 1St Floor, Dp Road,411001,30221091.Raipur: SBICAP Securities Ltd C/O State Bank Of India,Kutchery Branch,Kutchey Chowk,492001,4075329.Salem: SBICAP Securities Ltd Sbi Siruthozhil Branch Bank House,No. 68 Cherry Road,636007,4031780.Shimla: SBICAP Securities Ltd C/O State Bank Of India, New Building, 2Nd Floor, The Mall,171003,2652726.Surat: SBICAP Securities Ltd 1/580, Pore Street, Nanpura, Opp Sbi,395001,2464888.Thiruvananthapuram: SBICAP Securities Ltd First Floor, State Bank Of Travancore Building, Sasthamangalam,695010,6454296.Tiruchirappalli: SBICAP Securities Ltd C/O, State Bank Of India, Micr Center, Ground Flr, Asha Arcade, 73 Promenade Road, Cantonment,620001,4002818.Udaipur: SBICAP Securities Ltd C/O Sbi, Main Branch, 23/C Madhuban,313001,2420150.Vadodara: SBICAP Securities Ltd Sbi, Alkapuri, R.C.Dutt Road,390007,6535747. SBICAP Securities Ltd C/O. Sbi Mandvi Main Branch, Opp Jamnabhai Hospital, Mandvi,390001,2516422. SBICAP Securities Ltd C/O. Sbi Makarpura I.E. Branch, Vcci Building, Makarpura,390010,2632533.Varanasi: SBICAP Securities Ltd C/O State Bank Of India, Bhelupur Branch,221010,22277558.Vijayawada: SBICAP Securities Ltd Sbi ,Governorpet Branch Ali Begh Street Governorpet,520002,2577887.Visakhapatnam: SBICAP Securities Ltd C/O SBI Main Branch, Demat Section, Opposite Jail Road Junction, Near Redham Gardens,530002,9949324544

EDELWEISS BROKING LIMITEDAhmedabad: Edelweiss Broking Limited; Edelweiss House,2nd Floor, Nr. Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009 Tel: 079 4001 9822 Bangalore: Edelweiss Broking Limited; ASWAN, 15/6 Ground Floor Prime Rose Road Bangalore – 560001, Tel: 080 42471113 Hyderabad: Edelweiss Broking Limited; 2nd flr, MB Towers, Plot no.5, Road no.2, Banjara Hills, Hyderabad-500016 Tel: 040 - 40316911 Indore: Edelweiss Broking Limited; 312, D M Tower, Race course road, Indore - 452001 Tel: 0731-4061164 Jaipur: Edelweiss Broking Limited; 601/602, 6th floor, Green House, Ashok Marg, C Scheme, Jaipur 302001 Tel: 0141-4045167 Kolkata: Edelweiss Broking Limited; 2nd Floor, Savitri Towers3A Upper wood street Kolkata - 700017 Tel: 033- 40104635 Mumbai: Edelweiss Broking Limited; 101,1st Floor, 12 New Bake House, Opp Maharashtra State Co-op Bank, Nr Old Karvy office. Fort Mumbai 400001 Tel: 022-67494580/81 Edelweiss Broking Limited; 104, 1st flr, P J towers Stock Exchange Bldg, Fort, Mumbai- 400001 Tel: 022-67471342/45 Edelweiss Broking Limited; Atlantic Commercial Tower, RB Mehta Road, Nr. Patel Chowk, Ghatkopar East, Mumbai-400077 Tel: 022-25012611/12 Edelweiss Broking Limited; Bindu Shopping Centre, Grd Flr, Besant Street, Tilak Road, Nr. St Santacruz West, Mumbai-400054 Tel: 022-26485953/84 Edelweiss Broking Limited; Shop No 10, Sucheta Enclaves, Maharashtra Lane, Off L. T Road Borivali (W) Mumbai-92 Tel: 022-28914367 New Delhi: Edelweiss Broking Limited; 603 6th Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi-110001 Tel: 011- 4283 0006 Pune: Edelweiss Broking Limited; 1184, Unit No 3, 1st Floor, Gokul Building, F C Road, Pune - 411005 Tel: 020-6605 6672 Surat: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002. Tel: 0261-2460537

TRUST FINANCIAL CONSULTANCY SERVICES PVT. LTD.AHMEDABAD: Trust Financial Consultancy Services Pvt. Ltd.,006, Ground Floor,Sakar – IV, Opp. Town Hall,Ellis Bridge,Ashram Road,Ahmedabad – 380 009.Ph no: +91 79 30008161Fax: +91 79 40063606 BANGALORE: Trust Financial Consultancy Services Pvt. Ltd., 910, 9th floor, Prestige Meredian - I, M.G. Road, Bangalore - 560 001, Ph no: +91 80 42 622 115,Fax no: 80 42 622 118 BHARUCH: Trust Financial Consultancy Services Pvt. Ltd., Bunglow No.3, Utkarsh Society, Behind Polytechnic College, Bharuch- 392002, Ph no.: 02642 247383, fax: 02642 246918 CHENNAI: Trust Financial Consultancy Services Pvt. Ltd., 312 (old No.151) 7A, 7th Floor, Gee Gee Emerald, Valluvar Kottam High Road, Nungambakkam, Chennai - 600034, Tamil Nadu, Ph no: +91 44 43535856, Fax: +91 44 43535857 HYDERABAD: Trust Financial Consultancy Services Pvt. Ltd., 511, Aditya Trade Centre, Ameerpeth, Hyderabad - 500038, Ph no: (040) 66846061;Fax: (040) 66846064 KOLKATA: Trust Financial Consultancy Services Pvt. Ltd., 230A, A.J.C. Bose Road, Chitrakoot Building, Room No. 64, Kolkata 700020, Ph no: +91 33 4084 5000, FAX: +91 33 4084 5052 MUMBAI: Trust Financial Consultancy Services Pvt. Ltd., 1101, Naman Centre, G-block, bandra kurla complex, Bandra (east), mumbai - 400051, Phone no:022-40845000, Fax no: 022-40845007/66 NEW DELHI: Trust Financial Consultancy Services Pvt. Ltd., 1001-Surya Kiran Building, 19-Kasturba Gandhi Marg |C. P. New Delhi 110001, Ph no: +91 11 43554045/ 46, Fax no: 11 43554099 PUNE: Trust Financial Consultancy Services Pvt. Ltd., 521, Sterling Centre, M.G.Road, Camp, Opp.Hotel Aurora Towers, Pune-411001, Phone No.020-66027172, Fax No.020-66013823.

INDIA INFOLINE LIMITEDAGRA : 34/2, 1St Floor, Above Agra Colour Lab, Opposite Soor Sardan, Sanjay Place, AGRA 282002 ; 562 ; 2520798. AHMEDABAD : 4Th Floor, High Street I, Above Promart Mall, Law Garden Cross Road, AHMEDABAD 380006 ; 79 ; 39874071. Ahmedabad : GIGANTIC Securities Ltd. 212, Dhiraj Avenue,Opp. Chhadawd Police Chowki,Ambavadi AHMEDABAD 380006 ; 79 ; 30615555-56. AJMER : ONKAR BHAWAN,ABOVE ALLAHABAD BANK, KUTCHERY ROAD, AJMER 305001 ; 145 ; 3054600. ALLAHABAD : Rajeshwari Complex 207/53, MG Marg, Civil Lines Allahabad 211001 ; 532 ; 3018350. ALWAR : ALWAR SADAFAL TOWER,SHREE SADAFAL TOWER, 1ST FLOOR, ROAD NO2, SCHEME NO-1 ALWAR 301001 ; 144 ; 2704920. AMBALA : MINERVA COMPLEX, RAI MARKET, 3rd floor,above big bazaar AMBALA CANTT AMBALA 133001 ; 171 ; 4000329. AMRITSAR : 202,203, 2nd Floor, Sony Tower, 5 Lawrence Raod, AMRITSAR 143001 ; 183 ; 2400043. AURANGABAD : 3rd Floor, Malpani-Oberoy Tower,Opp. Govt. Milk Dairy, JalanaRoad AURANGABAD 431005 ; 240 ; 2363796. BANGALORE : #31/9, Krimson Square, 4th Floor, Above Vishal Mega Mart, Rupena Agrahara Hosur Main Road BANGALORE 560068 ; 80 ; 4,26,18,222. BAREILLY : C-1, 1st Floor, Avadh Plaza, Izat Nagar Yozna Janakpuri, Janakpuri, Pilibhit Road BAREILLY 243001 ; 581 ; 2301523. BELGAUM : Shop No F3,1st Floor, Sunrise Square,Saraf Colony, Khanapur Road, Tilakwadi, BELGAUM 580006 ; 831 ; 4209201/ 4209200. BHARUCH : 246, 2nd Floor Aditya Complex, Near Kasak Circle. BHARUCH 392002 ; 2642 ; 308658. BHATINDA : Bhupindra Floor Mill, Ground Floor Near Amar Hospital, Railway Road BHATINDA 151001 ; 164 ; 6547390. BHAVNAGAR : 101,102, Sterling Centre, Above Kotak Mahindra Bank Waghwadi Road BHAVNAGAR 364001 ; 278 ; 3003140. BHILAI : Bhillai Nehru Nagar Sqaure,1st Floor, Block C Grace Plaza,19-Priyadarshini Parisar,Nehrunagar Square BHILAI 490020 ; 788 ; 4082501. BHOPAL : MALVIYA MKT, 2nd Floor, 47-A, Malviya Nagar, Above VLCC Centre, New Market BHOPAL 462003 ; 755 ; 4064062. BHUBANESWAR : 1st Floor, Somi Palace,M 5/17,Acharya Vihar,M 5/17,Acharya Vihar, BHUBANESWAR 751013 ; 674 ; 2376407/428. BILASPUR : Land Mark Complex,Shop No. 316-317 Land Mark Complex,Carbla Road,Bus Stand Bilaspur BILASPUR 495001 ; 7752 ; 413820. BOKARO : GE -11.Ground Floor, City Centre, Sector 4 Bokaro Steel City BOKARO STEEL CITY 827004 ; 6542 ; 9234300102/9234301391. CHANDIGARH : Sco 3015/3016 2nd floor, opp. Kisan bhawan sector 22 d chandigarh CHANDIGARH 160022 ; 172 ; 46,40,525. CHENNAI : INDIA INFOLINE TOWER,No.143, M.G.R. ROAD,PERUNGUDI, Perungudi CHENNAI 600096 ; 44 ; 43982500. COIMBATORE : No 657, 3rd & 4th Floor, Tri Star Tower, Avanashi Road COIMBATORE 641037 ; 422 ; 4514323/4514324/4514325. DEHRADUN : 27B. 1st Floor, Above L.G. showroom Rajpur Road DEHRADUN 248001 ; 135 ; 2710421. DURGAPUR : 2ND Floor, SURESH MANSION NACHAN ROAD, OPP:QUISOR HOTEL,BENACHITY, DURGAPUR 700013 ; 343 ; 2588777. FARIDABAD : INDIAINFOLINE LTD SCF-62-63 1ST FLOOR SEC-15 MAIN MARKET FARIDABAD FARIDABAD 121001 ; 129 ; 4294903. GHAZIABAD : 8, Advocate Chambers,Second Floor, RDC Raj Nagar , GHAZIABAD 201001 ; 120 ; 4335592. GURGAON : 101, Vipul Agora Next to sahara Mall, MG Road GURGAON 122002 ; 124 ; 4754635. GUWAHATI : G S Tower, 4th floor,Near Himatsingkha Petrol Pump, A.T.Road, GUWAHATI 781001 ; 361 ; 2732401. GWALIOR : Gwalior Basant Vihar,Ground Floor D1 Basant Vihar GWALIOR 474007 ; 751 ; 4034601. HUBLI : 1st Floor, Sona Chambers Club Road HUBLI 580023 ; 836 ; 6453966 / 4263404. HYDERABAD : 1st Floor, Sanjar Plaza,Beside Andhra Bank, Opp. Air port Road Prakash nagar,Begumpet BANJARA HILLS 500016 ; 40 ; 4040064517. INDORE : 415A, City Centre 4th Floor, 570 M G Road INDORE 452001 ; 731 ; 4216104. JAIPUR : 5th Floor, City Mall, Bhagwandas Road, M I Road, Bhagwandas Road, M I Road, JAIPUR 302001 ; 141 ; 3063301. JALANDHAR : 34, Apex Tower, Above Standard Chartered BkNear Delta Chamber, GT RoadNear Delta Chamber, GT Road JALANDHAR 144001 ; 181 ; 4614876. JAMSHEDPUR : 1st Floor, Tiwari Bechar ComplexMain road,Main road, Bistupur, Jamshedpur JAMSHEDPUR 831001 ; 657 ; 2443815/18/19. JODHPUR : 202, 2nd Floor, Shree Plaza,Above Bank of Baroda, Jaljog Choraha,Above Bank of Baroda, Jaljog Choraha, Sardarpura JODHPUR 342001 ; 291 ; 5101824. JUNAGADH : Office No 16 To 20, 3Rd Floor, Mary Gold,Near Motibaug Near Motibaug Opp. Raijibaug JUNAGADH 362001 ; 285 ; 2670614. Kanpur : GIGANTIC Securities Ltd., 15/240-I, Civil Lines Kanpur 208001 ; 512 ; 6711027. KANPUR : 14/113, Civil Lines513-14, KAN Chamber513-14, KAN Chamber Near UP Stock Exchange KANPUR 208001 ; 512 ; 3919000. KOCHI : 39/2579F, 3rd Floor,Sana TowersSana Towers E Josh Junction, KOCHI 682036 ; 484 ; 6060703. KOLHAPUR : C. S. No-1089, E Ward 2nd Floor, Anand Plaza Near ICICI Bank , Anand Plaza Near ICICI Bank , Rajaram Road Rajarampuri KOLHAPUR 416008 ; 231 ; 2667455. KOLKATA : 1,Shakespeare Sarani,AC Market,AC Market, 5th

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Floor,ZO, KOLKATA 700071 ; 33 ; 64608206. KOTA : JANAK DEEP COMPLEX KOTRI ROAD,GUMANPURAKOTRI ROAD,GUMANPURA KOTA 324007 ; 744 ; 2391686. KOTTAYAM : 3rd Floor, Y.M.C.A Road KOTTAYAM 686001 ; 481 ; 3918080. LUCKNOW : IIFL, office no. 702, 7th Floor,Ratan SquareVidhan Sabha Marg, Vidhan Sabha Marg, Opp Bapu Bhawan, LUCKNOW 226001 ; 522 ; 3914478/ 3010790. LUDHIANA : 1st Floor,Office no.-102A,San Plaza BuildingSco 15,feroz gandhi MarketSco 15,feroz gandhi Market Ludhiana LUDHIANA 141001 ; 161 ; 9988362001/0161-4675370. MADURAI : No.55, Second FloorSecond Floor East Veli Street MADURAI 625001 ; 452 ; 4382749/4243180. MANGALORE : No 18,19 &20 ,Manasa Towers,2nd Floor, M.G.Road2nd Floor, M.G.Road MANGALORE 575003 ; 824 ; 6452040/42/41/43/9243604129. MEERUT : 2nd Floor,Above HDFC Bank ,Above HDFC Bank , 381, Western Kutchery Road MEERUT 250002 ; 121 ; 4016777. MORADABAD : F -22 & F-23, 1st Floor,Chadha ComplexG M D RoadG M D Road MORADABAD 244001 ; 591 ; 2410763/64. MUMBAI : India Infoline Ltd,Off No-1A, Building No 105,Opp. Bharat House Mumbai Samachar Marg,Fort, Mumbai 400001. MUMBAI 400001 ; 22 ; 9167997481. BORIVALI : Office No 1, Ramji Residency, 1st Floor,Behind Dream House CHS, Chandavarkar RoadBehind Dream House CHS, Chandavarkar Road Boriwali (W) Borivali (W) 400092 ; 22 ; 28913400/28926481/28932596/28921156/28901233. MALAD : 228-232, 2nd Floor, Linkway EsatatesLink Road-Chincholi Bunder RoadLink Road-Chincholi Bunder Road Malad West MALAD 400064 ; 22 ; 8710619/28710273/28710272/28710617/28710615. THANE : SUN INFOTEC PARK,B-23 RD NO-16V,MIDC Thane Industrial estateWAGLE ESTATEWAGLE ESTATE Thane West THANE 400604 ; 22 ; 39294000/ 41035000/ 25806650. VILE PARLE : C-44,Gr Flr, Shyam Kamal,C Wing, Agrawal Mkt,C Wing, Agrawal Mkt, Vile Parle (E) Vile Parle (E) 400057 ; 22 ; 26151007/ 26121295 / 26114371. MYSORE : Jayalakshmi Arched, #368, N.S.RaodK.R.MohallaK.R.Mohalla MYSORE 570024 ; 821 ; 6453811 / 4004050. NAGPUR : Ground & First Floor, Gandhi Statue SquareC.A. RoadC.A. Road NAGPUR 440001 ; 712 ; 3918770. NASIK : Viraj Corner, Office No 10 & 11, Canada Corner NASIK 422605 ; 253 ; 3024600. NAVSARI : Shop No 1-3, Premanand ComplexLuncikuiLuncikui NAVSARI 396445 ; 2637 ; 9228012161. NEW DELHI : 71/3 , Najafgarh RoadIndustrial Area , New DelhiIndustrial Area , New Delhi NEW DELHI 110015 ; 11 ; 49315000. NEW DELHI : 201, 2nd Floor, Ashoka Estate24, Barakhamba Road24, Barakhamba Road Connaught Place NEW DELHI 110001 ; 11 ; 41519161-65. NOIDA : Noida Sector 18 UGF-4 UGF-4, OCEAN PLAZA,SECTOR-18SECTOR-18 Noida 201301 ; 120 ; 4321826. PANAJI : NO.1/3, ALFRAN PLAZA 3rd FLOORNEAR DON BASCO SCHOOLNEAR DON BASCO SCHOOL M.G.ROAD PANAJI PANJIM 403001 ; 832 ; 2220011. PATIALA : 2nd Floor,SCO 25, New Leela Bhawan,Income Tax Raod,Income Tax Raod, PATIALA 147001 ; 175 ; 3071020. PATNA : 2n Floor,Block A ,Ashiana ChamberAshiana Chamber Exhibition road PATNA 800001 ; 612 ; 3919120/21. PONDICHERRY : Raj Complex, No 51B,1st FloorNo 51B,1st Floor Mission Street, Near ICICI Bank PONDICHERRY 605001 ; 413 ; 4308005/4308006/4210008. PUNE : Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Paud RoadPlot No 1, Paud Road Kothrud, PUNE 411038 ; 20 ; 41045800. RAIPUR : 1st Floor, Nagdev Plaza, Kachahari ChowkKachahari Chowk RAIPUR 492001 ; 771 ; 4211666. RAJKOT : 2nd Floor, Millenium Square, Opp Hotel Royal Inn, Opp Hotel Royal Inn, Phul Chab Chowk RAJKOT 360001 ; 281 ; 3985201. RANCHI : 1st floor,Rohini complexcirculer roadcirculer road Lalpur RANCHI 834001 ; 651 ; 2560706/26. ROHTAK : Shop No 1, Munjal Complex,2nd Floor, Delhi Road2nd Floor, Delhi Road Above AXIS Bank ROHTAK 124001 ; 1262 ; 258013. ROURKELA : 2nd Floor,Hotel Nidhi Complex,Power House Road,Power House Road, ROURKELA 769001 ; 661 ; 2449024. SALEM : A.V. K. Arcade210,211 Omalur MainRoad210,211 Omalur MainRoad Opp to New Busstand SALEM 636004 ; 427 ; 4554105. SAMBALPUR : 1st Floor, Hari Omm ComplexNear Over BridgeNear Over Bridge Fatak SAMBALPUR 768004 ; 663 ; 2532050. SILIGURI : City Plaza, Sevoke Road,Sevoke Road, Opp Payal Cinema, SILIGURI 734401 ; 353 ; 2640656/57. SURAT : Shop no. S-72/73/74/75, Silicon Shoppers,Udhna Main Road, Nr. Paper Mill,Udhna Main Road, Nr. Paper Mill, Udhna SURAT 395002 ; 261 ; 4030801. THIRUVANANTHAPURAM : TC-15/69/2, Elankom GardensVellayambalamVellayambalam Thiruvanathapuram TRIVANDRUM 695010 ; 471 ; 4011245. THRISSUR : 3rd floor West Fort TowerWest FortWest Fort THRISSUR 680001 ; 487 ; 6060708. VADODARA : SF- 1, Savoy, 2nd FloorOpp. Bayer ABS TowersOpp. Bayer ABS Towers Old Padra Main Road VADODARA 390007 ; 265 ; 66,19,501. VAPI : 201, K.P. Tower,Near Vapi Railway Station,Near Vapi Railway Station, Silvassa Road VAPI 396195 ; 260 ; 3012063. VARANASI : C-27/277A1 M, Mandal PlazaA1 M, Mandal Plaza Maldahiya, Station Road, VARANASI 221001 ; 542 ; 3268005. Varanasi : GIGANTIC Securities Ltd., Shop No. 8 & 9, Laxmi Cimena, Campus,Mehmoorganj, Varanasi VARANASI 221010 ; 542 ; 2360270. VIJAYAWADA : Plot No:22, 2nd FloorRUMR Plaza, Opp: KIMS Hospital,Polyclinic RoadRUMR Plaza, Opp: KIMS Hospital,Polyclinic Road Muncipal Employees Colony VIJAYAWADA 520010 ; 866 ; 6518789. VISAKHAPATNAM : Shop No.6,Soviet Complex,Sector-1,Ukkunagaram,Sector-1,Ukkunagaram, Steel Plant VISHAKAPATNAM 530032 ; 891 ; 6576661. Burdwan : 70, G.T. ROAD, ASANSOL,PO + PS + Subdivision ,ASANSOL,PO + PS + Subdivision , Asansol, Dist. Burdwan, BURDWAN 713303 ; 342 ; 2221407. Bhagalpur : 1st Floor,Angar Complex, Patel Babu RoadBhagalpurBhagalpur BHAGALPUR 812002 ; 641 ; 2301637/44. Roorkee : 16, Civil Lines,Shri Ashadeep Complex, Near Income Tax OfficeShri Ashadeep Complex, Near Income Tax Office ROORKEE 247667 ; 1332 ; 271360. PANCHKULA : PANCHKULA-SCO 37 1st floorsector 11sector 11 PANCHKULA 134109 ; 172 ; 4004160. Haldwani : B4 & B5, 1st Floor,Pal Complex, Bareilly RoadPal Complex, Bareilly Road Haldwani (Nainital) HALDWANI 263139 ; 5946 ; 252555-254544

RR EQUITY BROKERS PRIVATE LIMITEDNew Delhi: 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62 New Delhi: 105, Anchal Plaza,Nelson Mandela Road Vasant Kunj,New Delhi-110070, 011-26891262,26134764 New Delhi: 105, Pratap Bhawan , Bahadur Shah Zafar Marg, New Delhi - 110001 011- 49505500,41509018 New Delhi: 118, Gagandeep Building, Rajendra Place , New Delhi- 110008 011- 25764872,41538956 Delhi: 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011-42421238-39, 49504400 Delhi: Shop No. 24, FD Market, Near Madhuban Chowk, Pitampura Delhi - 110034 011 - 27311419 New Delhi: N-24 - 25, Connaught Place, New Delhi - 110001 011- 41523306, 46308803, 41523229 New Delhi: 111, Jyotishikhar, 8 Distt. Centre , Janakpuri, New Delhi - 110018 011- 25617654 Kolkata: 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033-22802963/22806878 Mumbai: 18 First Floor,105 bombay Samachar Marg.,Fort, Mumbai- 400023 022-40544201/224 Mumbai: 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9320638233, Ahmedabad: 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079- 40211888 Jaipur: 7,Katewa Bhawan,Opp. Ganapati Plaza, MI Road,Jaipur- 302001 0141-3235456 Lucknow: G-32,Shriram Tower,13- A,Ashok Marg, Lucknow- 226001 0522- 4057612 Chandigarh: SCO-222-223,Gr. Floor,Sector-34A, Chandigarh 0172-2624896 Bangalore: S-111,Manipal Centre,47,Deckenson Road,Banglore-42 080-42477177 Chennai: 3rd Flr.,Percision Plaza,New -397, Teynampet, anna Salai, Chennai- 600018 044-42077370/71 Dehradun: 56, 1st Floor, Rajpur Road,Opp. Madhuban, Dehradun, Uttaranchal- 248001 0135-3258181 Vadodara: 222 Siddharth Complex,RC Dutta Road.,Vadodra- 390007 0265-3256190/2353195 Ghaziabad: 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh 0120-2828090 Noida: P-5,Sector - 18,Noida- 201301, Uttar Pradesh 0120-4336992 Faridabad: Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361 Indore: 206 Gold Arcade, 1/3 New Palasia, Indore M.P- 452001 9826062666 Agra: 9, Sbi Colony, 1st Floor, Opp. Subhash Park, M.G.Road, agra, UP 9319087289 Varanasi: Shop no. 38, Ground Floor Kuber Complex, Rath Yatra 9415201997 Surat: 9-Ravi Raj Society, Behind Gayatri Mandir,New City Light Road Surat Gujarat 395002 0261-2265818, 9925233692 Manglore: F 2 1st Floor Adithi Arcade Karangalpay mangalore 575003 Karnataka 9845288557, Dhanbad: 218,Sri Ram Plaza 2nd,Floor Bank More,Dhanbad Jharkhand-826000 9431721838, 9431159178 Bokaro: Ga-18,City Center Sector-4 Bakaro Steel City, Jharkhand-827004, 9835139765, 9835377584 Patna: 422-23, 4th Floor,Ashiyana Harniwas Complex,New Dak Bunglow Road Patna Bihar 800001 9334114868, 9334114868 Durgapur: Banerjee House- Dakshinayan Durgapur-713218 West Bengal 0343-2556908, 9434009475 Gorakhpur: Gupta Metal Stores, Harbans Gali, Hindi Bazar Gorakhpur U.P 273005 0551-2205986, 9936590296 Kanpur: 26 L.G.F. Roland Tower 17/5 The Mall Kanpur Uttar Pradesh 208001 2079930, 9336219040 Gurgaon: 101,Apna Bazaar Gurgaon Haryana 122001 0124-5108108, 9212048108 Anand: G-1, Silver Oaks,Opp. Swayambar Party Plot V.V.Road Anand Gujarat 388001 9377306968, Jabalpur: Shop No. 5, Unique Tower, Shashtri Bridge Chowk,Opp. Icici Bank. Jabalpur Madhya Pradesh 482002 9827066823, 9827066823 Jodhpur: 77, Prem Vihar, Opp-Chopasni School,Chopasni Road Jodhpur Rajasthan 342003 9928388322, Bhubaneshwar: 3-4 Anand Plaza, Laxmi Sagar ,Square Cuttack Road, Bhubaneshwar Orissa 751009 9861196880, 9861196880 Rohtak: 103 Balaji Financial House Scf-28 Huda Complex Rohtak Haryana 124001 9215011706, 9896001705 Bhawnagar: 251 Madhav Darshan,Waghawadi Road Bhavnagar Gujarat 364001 0278-2522120, 9426235681. Kanpur- GIGANTIC Securities Ltd., 15/240-I, Civil Lines Kanpur-208001; Ph: 0512-6711027, Parikshit Bansal, Mob: 09389289052, Ahmedabad- GIGANTIC Securities Ltd., 212, Dhiraj Avenue, (Opp. Chhadawd Police Chowki), Ambavadi, Ahmedabad-380006; Ph: 079-30615555-56, Varanasi- GIGANTIC Securities Ltd. Shop No. 8 & 9, Laxmi Cimena, Campus, Mehmoorganj, Varanasi-221010; Ph: 0542-2360270, Cont: K.S Rao, Mob: 09305174568

KARVY STOCK BROKING LTD.AGRA: F4, 1ST FLOOR, DEEPAK WASAN PLAZA SANJAY PLACE, (BEHIND HOLIDAY INN) AGRA 282002 ; 562 ; 2526660 / 63. AHMEDABAD: 7 - 8, 2ND FLOOR, 3RD EYE BUILDING, PANCHVATI CIRCLE, C.G.ROAD, AHMEDABAD 380006 ; 79 ; 079-26407543,44,66627901. AJMER: 12, II FLOOR AJMER TOWERS, KUTCHERI ROAD AJMER 305001 ; 145 ; 2628055 / 2628065/ 5120725. ALIGARH: 1ST FLOOR, KUMAR PLAZA RAMGATH ROAD, VISHNUPURI ALIGARH 202001 ; 571 ; 2509106 & 08. ALLAHABAD: 2ND FLOOR, RSA TOWER, BESIDE HDFC BANK, 57, SARDAR PATEL MARG, CIVIL LINES, ALLAHABAD 211001 ; 532 ; 2260291-92-93(Extn 34). ALWAR: 101, 1ST FLOOR, SAURABH TOWER, OPP: UTI ROAD NO.2, NEAR BHAGAT SINGH CIRCLE ALWAR 301001 ; 144 ; 3291200/3291300/3291400/270157401574. AMBALA: 5509, NICHOSON ROAD, ADJACENT KOS HOSPITAL AMBALA CANTONEMENT AMBALA 133001 ; 171 ; 3200223 / 2640668 / 2640669. AMRITSAR: 72-A TAYLOR’S ROAD OPP.AGA HERITAGE GANDHI GROUND AMRITSAR 143001 ; 183 ; 5053802/3/4/5. AURANGABAD: SHOP NO.214/215 TAPADIYA CITY CENTRE, NIRALA BAZAR AURANGABAD 431001 ; 240 ; 2363530,9665066551,52,53,54,57. BANGALORE: “SKANDA” NO 59, PUTANA ROAD, BASAVANAGUDI BANGALORE 560004 ; 80 ; 26621192, 26625029. BAREILLY: 1ST FLOOR, 165, CIVIL LINES, OPP: HOTEL BAREILLY PALACE NEAR RAILWAY STATION BAREILLY 243001 ; 581 ; 2574238 TO 39 / 2300414 /2420145 / 2476809. BELGAUM: FK-1, KHIMAJIBHAI COMPLEX AMBEDKAR ROAD, OPP: CIVIL HOSPITAL BELGAUM 590001 ; 831 ; 2402544 / 2402722. BHARUCH: FF 47/48, ADITYA COMPLEX OPP: KASAK FUWARA BHARUCH 392002 ; 2642 ; 225207, 225208,209. BHATINDA: 2048, 1ST FLOOR, OPP: CANARA BANK THE MALL ROAD BHATINDA 151001 ; 164 ; 5006725 TO 727 / 2239521 / 2239522. BHAVNAGAR: 301, 3RD FLOOR,SURABHI MALL,NEAR ICICI BANK WAGHAWADI ROAD BHAVNAGAR 364001 ; 278 ; 2567005, 06,3001004,05. BHILAI: NEW CIVIC CENTE, SHOP NO.138 BHILAI 490006 ; 788 ; 2295329 / 37 / 32,. BHOPAL: KAY KAY BUSINESS CENTRE 133, ZONE 1, MP NAGAR BHOPAL 462011 ; 755 ; 4092701 TO 704 /4092706 TO 708 / 4092710 TO 717 / 4092720 / 4092723/ 724. BHUBANESWAR: 624, SAHEED NAGAR, IST FLOOR JANPATH BHUBANESWAR 751007 ; 674 ; 2547532 / 33 / 2547334. BILASPUR: SHOP NO 201/202, V.R.PLAZA, LINK ROAD BILASPUR 495001 ; 7752 ; 221931/236420/236466 / 406761/326909. BOKARO: B-1,FIRST FLOOR CITY CENTRE,NEAR SONA CHANDI, SECTOR-4 BOKARO STEEL CITY 827004 ; 6542 ; 233330/31/32. CHANDIGARH: SCO 371-372, ABOVE

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44 INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

HDFC BANK SECTOR 35-B CHANDIGARH 160036 ; 172 ; 4342600,02,03,04 & 618. CHENNAI: G-1, SWATI COURT, 22, VIJAYA RAGHAVA ROAD T NAGAR CHENNAI 600017 ; 44 ; 28151034 / 28153445 /42126406 / 42125604 / 45574073 / 74 /45900910. COIMBATORE: “JAYA ENCLAVE” 1057/1508 AVANASHI ROAD COIMBATORE 641018 ; 422 ; 4291000 – 30. CUTTACK: OPP: JAGANNATH PETROL PUMP, ARUNODAYA MARKET LINK ROAD CUTTACK 753012 ; 671 ; 2335187,88. DEHRADUN: 48/49, PATEL MARKET, OPP: PUNJAB JEWELLERS NEAR GANDHI PARK, RAJPUR ROAD DEHRADUN 248001 ; 135 ; 2713351 / 2714046 / 47 /2713372 / 2714382 / 2712373. DURGAPUR: OLD DUTTA AUTOMOBILE BUILDING 1ST FLOOR, BENACHITY, MALANCHA ROAD DURGAPUR 700013 ; 343 ; 2586375 to 77. FARIDABAD: A-2B, 1ST FLOOR NEELAM BATA ROAD, NIT FARIDABAD 121001 ; 129 ; 418000 / 105. GHAZIABAD: 1ST FLOOR, C-7, LOHIA NAGAR GHAZIABAD 201001 ; 120 ; 2701886 / 2701891 / 4112133. GORAKHPUR: ABOVE V.I.P. HOUSE ADJACENT A.D. GIRLS COLLEGE, BANK ROAD GORAKHPUR 273001 ; 551 ; 2346519 / 2333825 / 2333814. GURGAON: SHOP NO.18, NEAR HUDA OFFICE, GROUND FLOOR OPP: AKD TOWER, SECTOR 14 GURGAON 122001 ; 124 ; 4297206 / 4297202 / 4297205 / 4297200. GUWAHATI: 2ND FLOOR, RAM KUMAR PLAZA, CHATRIBARI ROAD NEAR HIMATSHINGA PETROL PUMP GUWAHATI 781001 ; 361 ; 2608102 / 2608122. GWALIOR: NEAR NADIGATE PUL, MLB ROAD SHINDE KI CHAWANI GWALIOR 474001 ; 751 ; 4069001 / 4069002 /4087774. HISSAR: SCO 71, RED SQUARE MARKET 1ST FLOOR HISSAR 125001 ; 1662 ; 225845 / 225868 / 225836 /315761. HUBLI: GIRIRAJA HOUSE, NO.451/B WARD NO.1, CLUB ROAD HUBLI 580029 ; 836 ; 2356201; 2356202;2356204. HYDERABAD: KARVY CENTRE, GROUND FLOOR AVENUE 4,STREET NO.1 BANJARA HILLS 500034 ; 40 ; 23388743, 66510313. INDORE: BALAJI COPORATE, 19/1, NEW PALASIA, NEAR JANGEERWALA CHOWRAHA, INDORE 452001 ; 731 ; 4081500 TO 4081524. JAIPUR: S-16/A, LAND MARK, OPP: JAI CLUB MAHAVEER MARG, C - SCHEME JAIPUR 302001 ; 141 ; 2378703 / 04/ 05/ 06 / 2363321 / 2375039 / 2375099. JALANDHAR: LOWER GROUND FLOOR, OFFICE NO.3, PRIME TOWER PLOT NO.28, G T ROAD JALANDHAR 144001 ; 181 ; 4634401 TO 415. JAMMU: 1ST FLOOR, 29 D/C, NEAR SERVICE SELECTION BOARD GANDHI NAGAR JAMMU 180004 ; 191 ; 9205044665 / 668. JAMSHEDPUR: 3RD FLOOR, KANCHAN TOWERS, 3 SB SHOP AREA, BISTUPUR MAIN ROAD, JAMSHEDPUR 831001 ; 657 ; 2487020, 2487045, 2320048. JHANSI: 371/01, NARAYAN PLAZA, JEEVAN SHAH CROSSING OPP: TELEPHONE EXCHANGE, GWALIOR ROAD JHANSI 284003 ; 510 ; 2333682 TO 685 / 2440141 / 142. JODHPUR: 203, MODI ARCADE CHOPSKINI ROAD JODHPUR 342001 ; 291 ; 5103026 / 5103046 /3251441. JUNAGADH: 124 - 125, PUNIT SHOPPING CENTRE M G ROAD, RANAVAV CHOWK JUNAGADH 362001 ; 285 ; 2624154, 2652220,2624140,2624141. KANPUR: 15/46, CIVIL LINES, NEAR MUIR MILLS STOCK EXCHANGE ROAD KANPUR 208001 ; 512 ; 2330127 / 2331445 / 2333395 / 96 / 2333492. KOCHI: G 39, PANAMPALLY NAGAR OPP: KERALA STATE HOUSING BOARD KOCHI 682036 ; 484 ; 2322724 / 726 / 152 /2310884. KOLHAPUR: OMKAR PLAZA 1 ST FLOOR, UNIT F - 2 & F - 4,RAJARAM RTOAD, BAGAL CHOWK, KOLHAPUR 416008 ; 231 ; 2520650 / 2520655. KOLKATA: 49, JATIN DAS ROAD NEAR DESHPRIYA PARK KOLKATA 700029 ; 33 ; 24647231,32, 24644891. KOTA: 29, SHOPIING CENTRE 1ST FLOOR KOTA KOTA 324007 ; 744 ; 2365144 / 2365145 / 2365146. KOTTAYAM: 1ST FLOOR, C S I ASCENSION SQUARE, RAILWAY STATION ROAD,COLLECTORATE KOTTAYAM 686002 ; 481 ; 2302420 / 2302421 / 2301990 / 2990. KOZHIKODE: FIRST FLOOR, SAVITHRI BUILDING OPP.FATIMA HOSPITAL, BANK ROAD KOZHIKODE 673001 ; 495 ; 2760882 / 2760884 / 2760883. LUCKNOW: 94, MAHATMA GANDHI MARG OPP: GOVERNOR HOUSE, HAZRATGANJ LUCKNOW 226001 ; 522 ; 4092000 / 4092001. LUDHIANA: SCO 136, 1ST FLOOR FEROZE GANDHI MARKET LUDHIANA 141001 ; 161 ; 44680050 / 4680062-63 / 4680080 / 4680000 TO 6. MADURAI: 274, GOODS SHED STREET ~ MADURAI 625001 ; 452 ; 2350852. MANGALORE: MAHENDRA ARCADE, NO.4-6-577/21/22 KODIABAIL MANGALORE 575003 ; 824 ; 2492302 / 2496332 / 2492901. MEERUT: 1ST FLOOR, MEDI CENTRE, OPP EVES CENTRE HAPUR ROAD NEAR BACHHA PARK MEERUT 250002 ; 121 ; 4033727 / 3271640. MORADABAD: FIRST FLOOR, SINGH BHAWAN, CHOWK TAARI KHANA GMD ROAD MORADABAD 244001 ; 591 ; 2310470 / 2320470 / 3200702. MUMBAI: FOURT FOUNDATION BUILDING 26/30 NAGINDAS MASTER LANE, OPP. MSC BANK, FORT MUMBAI 400001 ; 22 ;. BORIVALI: SHOP NO 14,STAR TRADE CENTRE NEAR CHAMUNDA CIRCLE Borivali (W) 400092 ; 22 ;. MALAD: PATEL SHOPPING CENTER, SHOP NO. 29, 1ST FLOOR, SAINATH RD MALAD 400064 ; 22 ; 28806431 / 28827534 F D 28827534. THANE: OFFICE NO 1 YASHWANT TOWER, RAM GANESH, GADKARI PATH, GHANTALI ROAD, NAUPADA, THANE 400602 ; 22 ; 25446121 / 25423969. VILE PARLE: 104, SANGAM ARCADE, OPP. RAILWAY STATION, VP ROAD Vile Parle (W) 400056 ; 22 ;. MYSORE: NO.9/2, NEW NOL.L-350, SILVER TOWER, 1ST FLOOR ASHOKA ROAD, OPP: CLOCK TOWER MYSORE 570001 ; 821 ; 2524292 / 2524293 / 2441520; 2441524 / 2438003 - 06. NADIAD: 104-105, CITY POINT NEAR PARAS CINEMA NADIAD 387001 ; 268 ; 2563245, 2563210,2563248,2551764,2551596. NAGPUR: 230-231, 3RD FLOOR, SHREERAM TOWER NEAR NIT BUILDING,SADAR NAGPUR 440001 ; 712 ; 6649962; 6614145;9823287538. NASIK: F1, SUYOJIT SANKUL SHARANPUR ROAD NASIK 422002 ; 253 ; 9665066531,32,33. NAVSARI: 1/1,1ST FLOOR, CHINMAY ARCADE OPP: SATTAPIR, TOWER ROAD NAVSARI 396445 ; 2637 ; 280364, 280366,280367. NEW DELHI: 105-108, ARUNACHAL BUILDING 19, BARAKHAMBA ROAD, CONNAUGHT PLACE NEW DELHI 110001 ; 11 ; 23324401 / 43509200 / 23324409. NOIDA: 307,2ND FLOOR JAIPURIA PLAZA, D-68A 2ND FLOOR, (OPP DELHI PUBLIC SCHOOL) SECTOR 26 NOIDA 201301 ; 120 ; 2539271 / 2539272 / 2539273. PANAJI: 18,19,20, CITY BUSSINESS CENTRE, COEL HO PEREIERA BUILDING DADA VIADYA ROAD, OPP JAMA MASZID ROAD PANJIM 403001 ; 832 ; 2426870 / 71 / 72. PATIALA: SCO 27B CHHOTI BARANDARI PATIALA 147001 ; 175 ; 5051726 / 5051727 / 5051728. PATNA: ANAND TOWER, 2ND FLOOR, EXHIBITION ROAD NEAR REPUBLIC HOTEL, OPP: ICICI BANK PATNA 800001 ; 612 ; 2321354 / 56 / 57. PONDICHERRY: NO.7 THIAYAGARAJA STREET PONDICHERRY 605001 ; 413 ; 2220640. PUNE: SHRENATH PLAZA, 4TH FLOOR B WING OFFICE NO.88, DNYANESHWAR PADUKA CHOWK, FC RD PUNE 411004 ; 20 ; 30203100. RAIPUR: LOWER LEVEL-02& 03, MILLENNIUM PLAZA, NEAR INDIAN COFFEE HOUSE, G E ROAD RAIPUR 492001 ; 771 ; 2236694,96 ,4039320. RAJKOT: 312-STAR CHAMBERS, HARIHAR CHOWK, RAJKOT 360001 ; 281 ; 6453888. RANCHI: 203,”COMMERCE TOWERS”, 2ND FLOOR BESIDE MAHABIR TOWERS, MAIN ROAD RANCHI 834001 ; 651 ; 2330386, 2330394, 2330320. ROHTAK: 1ST FLOOR, ASHOK PLAZA DELHI ROAD ROHTAK 124001 ; 1262 ; 01262- 271983-84 / 258019. ROURKELA: PLOT NO.554, 1ST FLOOR, SANDHU COMPLEX KACHERY ROAD, UDIT NAGAR ROURKELA 769012 ; 661 ; 2510770, 2510771, 2510772. SALEM: 40, BRINDAVAN ROAD,5TH CROSS, NEAR PERUMAL KOIL FAIR LANDS SALEM 636016 ; 427 ; 2335701,02,03,04,05. SAMBALPUR: QUALITY MANSION, GROUND FLOOR, NAYAPARA,OPP BAZAR KOLKATTA SAMBALPUR 768001 ; 663 ; 2522105, 2522106, 2522948. SHIMLA: TRIVENI BUILDING, BY PAS CHOWK KHALLINI SHIMLA 171002 ; 177 ; 2003205 / 2623205 / 2624453. SILIGURI: NANAK COMPLEX 2ND FLOOR, SEVOKE ROAD SILIGURI 734401 ; 353 ; 2526393, 2526394, 2526395, 2526396, 2526397. SURAT: OFFICE NO. 314, 3RD FLOOR, EMPIRE STATE BLDG NR. UDHNA DARWAJA, RING ROAD SURAT 395002 ; 261 ; 3017155 - 52. THANE: 103, JIVAN CHAYA BLDG., RAM MARUTI ROAD, NAUPADA THANE (WEST) 400602 ; 22 ; 25380645/25380633/25446121/25446124,25446129. THIRUVANANTHAPURAM: 2ND FLOOR, AKSHAYA TOWERS SASTHAMANGALAM TRIVANDRUM 695010 ; 471 ; 2725989 / 90 / 91. THRISSUR: 2ND FLOOR, BROHERS COMPLEX, NEAR DHANALAXMI BANK HEAD OFFICE NAIKKANAL JUNCTION THRISSUR 680001 ; 487 ; 2322483 / 2322484 / 2322493 / 2322494. TIRUCHIRAPPALLI: SRI KRISHNA ARCADE 60, THENNUR HIGH ROAD, THENNUR TIRUCHIRAPPALLI 621017 ; 431 ; 279,130,004,020,226. UDAIPUR: 201-202, MADHAV CHAMBERS OPP: GPO MADHUBAN UDAIPUR 313001 ; 294 ; 5101601 / 5101602 / 5101603. UDIPI: GROUND FLOOR, SRIRAM ARCADE OPP: HEAD POST OFFICE UDUPI 576101 ; 820 ; 2530962; 2530963; 2530964. VADODARA: SB-3, MANGALDEEP COMPLEX, OPP MASONIC HALL PRODUCTIVITY ROAD, ALKAPURI VADODARA 390005 ; 265 ; 2322864, 3243348,6540953. VALSAD: SHOP NO.2, PHIROZA CORNER TITHAL CROSS ROAD VALSAD 396001 ; 2632 ; 326901 / 02. VAPI: SHOP NO.5, BHIKHAJI REGENCY, OPP: DCB BANK VAPI-SILVASSA ROAD VAPI 396195 ; 260 ; 3206404. VARANASI: D 64 / 132, KA, 1ST FLOOR “ANANT COMPLEX”, SIGRA VARANASI 221001 ; 542 ; 2225365 / 2227257 / 2227258. VIJAYAWADA: 39-10-7, OPP: MUNICIPAL WATER TANK LABBIPET VIJAYAWADA 520010 ; 866 ; 2495200 / 400 / 500 / 600 / 700 / 800. VISAKHAPATNAM: 47-14-5/1, ESWAR PARADISE DWARAKA NAGAR MAIN ROAD VISHAKAPATNAM 530016 ; 891 ; 2752915 to 18. Burdwan: BIRHATA (HALDER COMPLEX) 63, G T ROAD BURDWAN 713101 ; 342 ; 2550801. Bhagalpur: 2ND FLOOR, CHANDRALOK COMPLEX NEAR GHANTAGHAR, RADHA RANI SINHA ROAD BHAGALPUR 812001 ; 641 ; 2302768. Roorkee: ASHADEEP COMPLEX, 16, CIVIL LINES NEAR INCOME TAX OFFICE ROORKEE 247667 ; 1332 ; 277664 / 277667 / 275811 / 275812. Muzaffarnagar: 203/99, C SADAR BAZAR, TOWN HALL ROAD, OPP: PEACE LIBRARY ABOVE BANK OF INDIA MUZAFFARNAGAR 251001 ; 131 ; 2437349, 2437359. PANCHKULA: 1ST FLOOR, DSS NO. 404, SECTOR-8, PANCHKULA PANCHKULA 136109 ; 172 ; 2572135 / 2572148 / 2572149. Haldwani: 1ST FLOOR, KAPILAZ SWEET HOUSE OPP LIC OFFICE KALADHUNGI ROAD HALDWANI 263139 ; 5946 ; 2264519-20 / 250521. Gaya: 1ST FLOOR, LAL BHAWAN, NEAR TOWER CHOWK NEAR KIRAN CINEMA HALL GAYA 823001 ; 631 ; 2220071,. Mathura: BASEMENT ADITYA PALACE SOKH ADDA JUNCTION ROAD MATHURA 281004 ; 565 ; 2463172 / 2463172 / 2463174 / 2463782 / com-2463791

HDFC SECURITIES LTDAgra HDFC Securities Ltd., 2nd Floor, Deepak Wasan Plaza, 17/2/4,Sanjay Place, Agra. Tel - 0562 - 2526888 – 97. Ahmedabad HDFC Securities Limited, 212, ISCON Centre, Shiv Ranjani Char Rasta, Satellite Road, Ahmedabad – 380015. Tel - 079-66612340-41-42-43. Amritsar HDFC Securities Limited, SCO - 5, D. S. C.Ranjit Avenue, Amritsar – 143001.Tel - 0183-5070100,0183-5070200. Anand HDFC Securities Limited, Office No. 206, 2nd Floor, Madhav Complex, Grid Cross Road, Anand 388 001, Gujarat. Tel - 02692-245831-32-33 & 644773. Aurangabad HDFC Securities Limited, Office A - 8, 1st floor, A wing, Gurunath Sankul,Shriram Chowk, Shreya Nagar, kalda Corner, Aurangabad - 431005. Tel - 0240-2360820/21/22/23/24/2. Bangalore HDFC Securities Limited, Mount Kailash, 33/5, B-Wing, Gr. Flr.,Meanee Avenue Road, Ulsoor, Nr. Lake Side hospital, Bangalore - 560042. Tel - 080-25577410. Belgaum HDFC Securities Limited, CTS No. 5854, Congress Road, Tilakwadi, Belgaum – 590006. Tel - 0831-2445508. Bharuch HDFC Securities Limited, 3rd floor, Akshat Plaza, Above HDFC Bank, Near Link Road, Bharuch - 392001. Tel - 02642-252971-72-73-74, 238975-76. Bhavnagar HDFC Securities Limited, Office no. 7, 1st floor, Gopi Arcade, Waghawadi Road, Bhavnagar - 364002. Tel - 0278-2570145-46-47 & 6450127-28-29-33. Bhilai HDFC Securities Ltd., 3rd Floor, Chauhan Estate, Near Chandra Mourya Talkies, GE Road, Bhilai, Chhatisgarh – 490023.Tel - 07882290318-276. Bhubaneshwar HDFC Securities Limited, Plot No. 10, District Centre, Chandrashekharpur, Bhubaneshwar – 751021.Tel - 07882290318-276. Calicut HDFC Securities Limited, Techno Chemical Ind. Techno Top Bldg., V.M. Basheer Road, Calicut – 673001. Tel - 0495-4488501-11. Chennai HDFC Securities Limited, Aysha Complex, 2 nd Floor, 208, Anna Salai, Chennai - 600 006. Tel - 044-28297951-53. Cochin HDFC Securities Limited, Sudhas Bldg,2nd Floor, Madhav Pharmacy Junction, Bannerjee Road, Ernakulam, Cochin – 682018. Tel - 0484-4064516-519. Coimbatore HDFC Securities Limited, Ashirwad, 36, D. B. Road, R.S. Puram, Coimbotore – 641002. Tel - 0422- 2541357 to 63. Dhanbad HDFC

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45INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Securities Ltd., 2nd Floor, Commerce House 2, Shastri Nagar, Dhanbad – 826001. Tel - 0326-2300174. Durgapur HDFC Securities Ltd,Kwality Hotel complex,1st floor,Bhiringi more,Nachan rd,Durgapur –713213. Tel - 0343 - 2588791 / 92. Ghaziabad HDFC Securities Limited, 1st Floor, C-53, Raj Nagar District Center, Next to HDFC Bank, Rajnagar, Ghaziabad - 201001. Tel - 0120 2822312- 14-15-16-17-18-19-21. Gurgaon HDFC Securities Limited, O- 139, 1st floor, DLF Shopping Mall, DLF Phase -1, Gurgaon - 122002, Tel- 0124 - 4063880 – 84. Haryana. Guwahati HDFC Securities Limited, 1st Floor, Pushpanjali Complex, 126, G.S. Road, Bhangagarh, Village Japorigog, Mouza Beltola, District Kamrup, Guwahati 781 005. Tel - 0361 - 2467104 to 07. Hyderabad Ameerpeth HDFC Securities Ltd., Ground Floor, 7-1-210, Ameerpet, Hyderabad – 500016. Tel - 040-40033480 – 4. Indore HDFC Securities Limited, Portion 102/103, 1st floor, Sterling Arcade, Plot no. 15/3, Race Course Road, Indore, M. P. 452001. Tel -0731-4280780-81-82. Jaipur HDFC Securities Limited, B-5, Lalkothi, District Shopping Centre, Tonk Road, Jaipur – 320015. Tel - 0141-5190700-01-02-03-05. Jalandhar HDFC Securities Limited, Landmark, 2nd floor ( front side), 188-A, Model Town, Jalandhar 144001 Tel - 0181-2440144. Punjab. Jamnagar HDFC Securities Limited, Office No. 401, 4th Floor, “MADHAV SQUARE”, Limda Line Road, Opp. Avantika Complex, Jamnagar – 361001. Tel - 0288-6454407-08-09-10. Jamshedpur HDFC Securities Ltd, 2ND Floor,Shaurya Arcade ,New SNP area,sakchi,Jamshedpur-831001. Tel - 0657 - 2235912 to 21. Jodhpur HDFC Securities Limited, 3rd floor, 178, Narayanam, Upper Chopasni Road, Jodhpur - 342003. Tel - 0291-5150600-5100055. Junagadh HDFC Securities ltd Office # F-15, Balaji Avenue Opp. Rajalaxmi Soc, Motibaug Junagadh – 362001. Tel - 0285-6546201-2. Kanpur HDFC Securities Ltd. 515 & 516 Kan Chamber1 14/113 Civil Lines Kanpur – 208001. Tel - 0512 - 2302992 –98. Kolhapur HDFC Securities Limited, Office No. 7A, 1st Floor, Gemstone, 517/2, New Shahupuri, Near Central Bus Stand- Kolhapur 416 001. Tel - 0231-2338135/6/7/8. Kolkata Dalhousie HDFC Securities Limited, 4, Clive Row, Jardines, 3rd floor, Kolkata 700 001. Tel - 033 - 22134367 to 70 Kolkata HDFC Securities Limited, 8, Chittranjan Avenue, Barick Bhawan, 3rd Floor, Kolkatta 700072. Tel -033 - 22129574 to 77. Lucknow HDFC Securities Limited, 56-57, Chander Nagar, 2nd Floor, Alambagh, Lucknow - 226005, Tel - 0522-2461684, UP. Ludhiana HDFC Securities Limited, Unit no. IV, 1st floor, First Mall, Mall Road, Ludhiana - 141001. Tel - 0161-5069135. Madurai HDFC Securities Limited, 1st Floor, 232, Naicker New Street, Madurai 625 001. Tel -0427-2265313-17. Mangalore HDFC Securities Limited, Kayar Manj, 2nd floor, M. G. Road, Mangalore - 575003. Tel - 0824-2459591. Meerut HDFC Securities Ltd. 177/1 P P Plaza, 2nd Floor, Opp. CCS University, Mangal Pandey Nagar, Meerut – 250001. Tel - 0121-4057015. Mehsana HDFC Securities Limited, Shop no. 12 & 13, 2nd floor, Prabhu Complex, Near Patel Automobiles, Near Rajkamal Petrol Pump, Highway, Mehsana – 384001. Tel - 02762-259816-17-18-19-20. Mumbai - Andheri HDFC Securities Limited, Shop No. 5, Persian Co-op Housing Society, V. P. Road, Near BMC Bank, Andheri (West) Mumbai - 400 058. Tel - 022-40068483 to 40068485. Mumbai- Kandivali HDFC Securities Limited, A/002, Ground Floor, Blossom Co-op. Hsg. Soc. Ltd., Sector 3, Plot H, Panchsheel Enclave, Mahavir Nagar, Kandivli (West), Mumbai 400 067. Tel - 022- 29672873 to 29672877. Mumbai – Borivali HDFC Securities Ltd., Shop No.10, Ground floor, Bhomi Saraswati Bldg., Ganjawala Lane, Near Chamunda Circle, Borivali- (w), Mumbai ?400092. Tel - 022-65220923-26. Mumbai – Vashi HDFC Securities Limited, Office No. 613, 6th Floor, Arenja Corner Premises CHS Limited, Plot No. 71, Sector 17, Vashi, New Mumbai – 400705. Tel - 022- 66098270 to 66098279. Mumbai-Dadar HDFC Securities Ltd., Shop no.3, Ground floor, Ankur Housing Society Ltd., K.S.Gadgil Marg, Behind Siddhivinayak Mandir, Prabhadevi, Mumbai – 400025. Tel - 022-24215105. Mumbai – Thane HDFC Securities Ltd. Limited, Ashok Apartments, Shop No. 3 & 4, Gr. Floor, Opp. Naupada Police Station, Thane (W) 400 602. Tel - 022- 28550844 to 28550852. Mysore HDFC Securities Limited, Ground floor, No. 2951 - A, Kalidasa Road, V. V. Mohalla, Mysore - 570002, Tel - 0821-2500067 Karnataka. Nagpur HDFC Securities Ltd., 125, 2nd Floor, Shreeram Shyam Towers, S.V. Patel Marg, Kingsway, Civil Lines, Nagpur-440001. Tel - 0712-6637926/27/28/29/30. Nashik HDFC Securities Limited, Vaastu Shree, 2nd Floor, Off Gangapur Road, Nashik – 422005. Tel - 0253- 6610585/86/87. Nellore HDFC Securities Limited, HDFC Bank Bldg, 17/126, GVR Enclave, Trunk Road, Nellore - 524001. Tel - 0861- 2330700 / 01 /02 / 03 / 04. NEW DELHI HDFC Securities Limited, Kanchenjungha Bldg, Upper Gr. Flr.,18, Barakhamba Road, New Delhi - 110 001. Tel - 011-43008623. New Delhi - Bhikaji cama HDFC Securities Ltd., Flat No 905, 9th Floor, Madam Bhikaji Cama Bhawan, Bhikaji Cama Place, New Delhi – 110021. Tel - 011-26164799. Noida HDFC Securities Limited, Office No. 111, 1st Floor, Ocean Plaza Building, Commercial Plot No. P-5, Sector – 18, Noida – 201301. Tel - 0120-4030930. Panjim (Goa) HDFC Securities Limited, 4rh floor, Minum Residency, Above HDFC Bank, 18th June, Panjim, Goa - 403001. Tel - 0832-6632802/3/4/5. Patiala HDFC Securities Limited, 1st floor, Seetal Complex, 5-C, Baradari, Near C. M. O. Residence, Rajbaha Road, Patiala - 147001 (Punjab). Tel - 0175-2305528. Patna HDFC Securities Limited, 405, 4th Floor, Grand Plaza, Frazer Road, Patna 800 001. Tel - 0612 - 2216422 to 27. Pimpri HDFC Securities Limited, Office No. 1,2,3,27,28,29, Jewel of Pimpri, 1st Floor, Above HDFC Bank, Pimpri, Pune - 411017. Tel - 020-27425892/3/4. Rajkot HDFC Securities Limited, 6th Floor, Pancharatna Building, Alfred School, Jawahar Road, Rajkot -360 001. Tel - 0281-2232181-82. Ranchi HDFC Securities Limited, Rohini Apartment, Gr.floor, 56, Circular Road, Lalpur, P.S. & P. O. Lalpur, Dist. Ranchi -834001, Tel - 0651 - 2561481 to 88. Jharkhand. Salem HDFC Securities Limited, No. 3, 1st floor, VSA Commercial Complex, Omalur Main Road, Opp. New Bus Stand, Salem - 636004. Tel - 04272265313/14/15/16/17. Shillong HDFC Securities Ltd,R.P.G. Complex,1st Floor,Keating Road,Near Goenka Engg,Shillong – 793001. Tel - 0364-2500396 / 397. Siliguri HDFC Securities Limited, Gr. Floor, kelsons complex, 157 Sevoke Road, Siliguri - 734001 District Darjeeling. Tel - 0353 - 2640073 to 79. Surat HDFC Securities Limited, 708,709, Kashi Plaza, Near Children Hospital,Manjura Gate, Surat – 395002. Tel - 0261-4004604-05-06. Trichy HDFC Securities Limited, 11th Cross Main Road, Thillai Nagar, Trichy-624018. Tel - 0431-2742574-83. Trivandrum HDFC Securities Limited, Karimpanal Arcade, East Fort, Trivandrum – 695023. Tel - 0471 -4466091-94. Udaipur HDFC Securities Limited, Plot No. 8 & 9, Vivek Chambers, 2nd Floor, Durga Nursury Road, Opp. Sukhadia Samadhi Park, Udaipur - 313001, Tel - 0294-5101701-02-03-04. Rajasthan. Vadodara HDFC Securities Limited, D-11, Kamalanjali, Off Padra Road, Akota, Above HDFC Bank, Opp. Tube Company, Vadodara - 390020. Tel - 0265-2355791-98. Vapi HDFC Securities Ltd., Upper Ground Floor, Emperor Tower, Opp SBPP Bank,Vapi Daman Road Chala, Vapi-396191. Tel - 0260-6455501-02-03. Vijayawada HDFC Securities Limited, Valluri Complex, 40-1-48/2 M.G.Road, Vijaywada - 520 010. Tel - 0866 - 2498029/39/49. Visakhapatnam HDFC Securities Limited, 104, 1st Floor, Ram’s Plaza, 2nd Lane Dwaraka Nagar, Vizag – 530016, Tel - 0891-2796623. AP.

BONANZA PORTFOLIO LTD, Kolkata, 1/1 A, Vansittart Row, Opp Telephone Bhuvan, Kolkata - 700001, 0-9007070514, Bonanza Portfolio Ltd, Ranchi, Sri Ram Neotia Arcade, 301, 3rd Floor, Lalpur Chowk, Ranchi - 834001, Jharkhand, 8002860280, Bonanza Portfolio Ltd, Dehradun, 42, Subhas Road, 2nd Floor, Shivalik Gold Bldg, Dehradun - 248001, 0-9837786264, Bonanza Portfolio Ltd, Guwahati, Probus Insurance Broking Ltd, 4th floor, 1st Lift, Mandovi Apartment, Opp Rabindra Bhawan, Beside Standard Chartered Bank, Dighalipukhuri Bus Stop, Guwahati - 781001, 0-9706501259, Bonanza Portfolio Ltd, Guwahati, Probus Insurance Broking Ltd, 4th floor, 1st Lift, Mandovi Apartment, Opp Rabindra Bhawan, Beside Standard Chartered Bank, Dighalipukhuri Bus Stop, Guwahati - 781001, 0-9706501259 Bonanza Portfolio Ltd, Ahmedabad, Sheetal Varsha Arcade, 403 to 406, Near Girish Cold Drink Cross Road, Beside Samudra Annexe, CG Road, Ahmedabad - 388009,, 0-9998880965, Bonanza Portfolio Ltd, Jaipur, 410-413, 4Th Floor, Silver Square, Near Raj Mandir Cinema, Bhagwandas Road, Jaipur-302001, 0-9352586156, Bonanza Portfolio Ltd, New Delhi, 4353/4C, Madan Mohan Street, Ansari Road, Daryaganj-110002, 0-8800850156 Bonanza Portfolio Ltd, Lucknow, Shop No.- 6th & 7th, 1st Floor, B.M. Plaza Naval Kishor Road, Hazratganj, Lucknow- 226001, 0-9919666615 Bonanza Portfolio Ltd, Agra, Plot No. 102, 1st Floor, Puneet, Vrindavan, Sanjay Place Agra-2, 0-9368659122 Bonanza Portfolio Ltd, Varanasi, Anoop Market Girzaghar Crossing, Godowlia, Varanasi-221001, 0-9305460744 Bonanza Portfolio Ltd, Kanpur, 405, 4th Floor, Mega Mall, The Mall, Kanpur-208001, 0-9305882888 Bonanza Portfolio Ltd, Patna, 23 Panchsheel House ,Telegraph Colony North To Intcome Tax Golamber Patna -800001, 0-9473431519 Bonanza Portfolio Ltd, Panchkula, SCO 281, 2nd floor, Sector 20, Market, Panchkula - 134113, Haryanan, 7696097300 Bonanza Portfolio Ltd, Bangalore, Rama Arcade No.49/4 2nd Floor Bowring Hospital Road, Bangalore- 5600052, 0-9845965585 Bonanza Portfolio Ltd, Chennai, 31/6, 1st floor, Saena Circle, Duraiswamy Road, T Nagar, Chennai- 600 017, 0-9790917082 Bonanza Portfolio Ltd, Hyderabad, H.No: 6-3-569/1/4/3, Dhanturi house, Somajiguda, Hyderabad-500082, 0-9393939497 Bonanza Portfolio Ltd, Visakhapatnam, 47-10-1/6, Bhuvaneshwari Plaza, Diamond Park Road, Dwarkanagar, Visakhapatnam - 530 016, 0-9989613888 Bonanza Portfolio Ltd, Cochin, 1,2,3A,II Floor, Swapnil Enclave, High Court Jn, Ernakulam, Kochi- 682 031, 0484 3985100 Bonanza Portfolio Ltd, Mumbai, Delta House, J1, Cama Industrial Estate, Goregoan(E), Mumbai 400063, 022 4059 5727 Bonanza Portfolio Ltd, Indore, 421/22, D M Tower, 21/1 Race Course Road, Near Janjirwala Chourah, Indore - 452 003, 0-9329565138 Bonanza Portfolio Ltd, Bhopal, Plot No. 160, Devashish Complex, Zone 1, M P Nagar, Bhopal - 462011, 0-9303356050 Bonanza Portfolio Ltd, Karnal, SCO 135, 2nd Floor, Above Bata Showroom, Kunjpura Rd, Karnal - 132001, 9896101016 Bonanza Portfolio Ltd, Meerut, Shop No- 203/206, 2 nd Floor, Saraswati Plaza Near N.A.S College, Shivaji Road Meerut - 250 001, 9258785524 Bonanza Portfolio Ltd, Nagpur, Block No-101, Ghatate Building,Opp Panchsheel Cinema,Panchsheel Square Nagpur-440012, 0712-3918721 Bonanza Portfolio Ltd, Pune, Second floor, Office no.5, Mittal chambers, J.M.Road, Opp. Surbhi hotel, Shivajinagar, Pune - 411004, 9552097099 Bonanza Portfolio Ltd, Surat, B/G-3,"B" Wing Itc Centre, Majura Gate,Ring Road, Surat - 395003, 0261-3916666

INTEGRATED ENTERPRISES INDIA LIMITEDAhmedabad – Navrangpura: 21, Nirman, Gr.Floor, Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. Tel.26443289 / 26447825.. Bangalore – Malleswaram:SRI TOWERS” #41/1, 2nd Floor,South End Road,Malleswaram,Bangalore – 560003.Tel: 080-23460294 / 23561071. Bhopal :Manasarovar Complex, FM 14, ‘C’ Block, 1st Floor, Near Habibganj Railway Station, Habibgang Station Road, Bhopal – 462 011.. Tel.4266005/4266006.. Baroda – Alkapuri: F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. Tel.2343677 / 2341608. Bhubaneshwar :39 F, I Floor,Kalika Jewellery and Sons,Ashok Nagar,Bhubaneswar – 751009. Tel.2530613 / 2530614.. Chennai: T.Nagar-II (kences Tower):1st Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017. Tel 28140645. Coimbatore- R.S.Puram:Janaki Apts., Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. Tel:2471944 / 2471505.. Dhanbad:Shri Ram Plaza, 3rd Floor, Shop No.308, Bank More, Dhanbad -Jharkhand - 826001. Tel.2304331 / 2300737.. Goa :106, 1st Floor, Durga Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001.Tel.2426904/2426905.. Hyderabad – Basheerbagh: No.5-10-197/A, G4, I Floor, Reliance Krishna Apts, Beside Kalanjali Bhavan, Navad Pahad, Hill Fort Road,. Hyderabad - 500 004.Tel.23242375 / 23242472.. Jamshedpur: Shop No.8, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. Tel. 2756319 / 2756321.. Kochi – M.G.Road:RAJ SOUDH’, I Floor, 39/4112M.G.Road, Ernakulam - 682 016. Tel. 2358922 / 2358923. Kolkata – South: Trikut,Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029.Tel. 24746400 / 24742705.. Lucknow:207 - A, 2nd Floor, Saran Chambers II, 5, Park Road, Lucknow - 226 001. Tel.2235736 / 2236766.. Mumbai - Fort: 15, 1st Floor, Modern House, Dr.V.B.Gandhi Marg, Fort, Mumbai – 400 023. Tel: 4066 1800.. Madurai: 82, 1st

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Floor, Vakkil New Street, Madurai - 625 001.Tel.2630305 / 2620560. Mysore:133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. Tel: 2424188/4266682. Mangalore: F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003.Tel 2440163 / 2447051.. Nasik: B Wing, Parshuram Apts, Opp. Times of India Office, College Road,Nasik - 422 005.Tel.2575524 /2316300. Nagpur – Dhantoli:Block No.108, Sathyam Towers, (First Floor), (Next to Hotel Sunny International), Plot No.8, Wardha Road, Dhantoli,. Nagpur – 440012.Tel.2420105 / 2420106. New Delhi – Karol Bagh: 1691 / 36, (II Floor), Arya Samaj Road,(Opp. to Satbhrawan School), Naiwala, Karolbagh, New Delhi – 110 005. Tel.45170331 to 332... Puduchery: NO.40-A, Aurobindo Street, (Between M. G. Road & Mission Street), Pondicherry - 605001. Tel.2222155 / 4207233. Pune – Shukrawarpeth:7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. Tel.24473944/24481891. Patna: No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. Tel. 2205943/2216166... Rajkot:130/131, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. Tel.3041451 / 2240373.. Salem: No.19/2 AB Gandhi Nagar,(1 Flr),Annapuram,Opp.to Raja Thirumana Mahal Salem-636004. Tel.2446727 / 2336746. Surat: C-18 Belgium Chambers, I Floor, Next to City Union Bank Ltd., Main Ring Road, Surat - 395 003. Tel. 2450086 / 2454535.. Trichy- Thillai Nagar: 25-A, Ground Floor, Githanjali Apartment, Sastri road, (Adjacent to Sippy Theatre) ,Thillai Nagar,Trichy – 620018. Tel.2741468 / 2742068. TVM – M. G.Road: Aashiana, TC 28/2829-2, 1st Floor, Kuthiravattom Road, Trivandrum – 695 001. Tel.2461593/2478225.. Vizag: TC-1, 3rd Floor, Dwaraka Plaza, Main Road, Dwaraka Nagar, Vizag - 530 016 .Tel.2513606 / 2747020. Vijaywada:D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads, Besides Indian Bank, Suryaraopeta, VIJAYAWADA 520 002. Tel.2472414/2470517

JM FINANCIAL SERVICES PRIVATE LIMITEDAHMEDABAD: Mr Bhavesh Shah/Mr.Girish Shah, JM Financial Services,, G-10 Chinubhai Centre,Gr. Flr,Nehru Bridge Corner,Ashram Road, Ph:079-2657 6666 – 70. BANGALORE: Mr Yeriswamy Reddy/Mr. Prashant Upadhyay,JM Financial Services,97/4 Residency Rd, Ph:-080- 30912400/2299 8264/65/66/67. CHENNAI: Mr. Kalai Selvan, JM Financial Services,Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai,Mylapore, Ph:044-4225 5666. HYDERABAD: Mr Ganpaty Murthy/Chandrasekhar,JM Financial Services, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Ph:040- 39875875/5900/6636 0009/10/12/46. SECUNDERABAD :Mr. Mallesh/Mr. Pravin Chary, JM Financial, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003.Tel: (040) 3982 5200. INDORE: Mr. Manish Upadyay,JM Financial Services, UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Ph:0731-3072111/4262111. JAIPUR: Mr. Navneet Sharma,JM Financial Services, G-7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme, Ph:0141-3984400. KOLKATA: Mr. Bharskar Chatopadyay, JM Financial Services, Kankaria Estate, 8th Flr,6th Little Russell Street, Ph: 033-3987 0330. MUMBAI: Mr Ashit Vora, JM Financial Services,1st Floor, Patel House, Next to Bank of Baroda,M G Road, Vileparle (E), Ph:022-2613 5202-03/67077440-43. Mr. Ridhi Parikh,JM Financial Services,Palm Court, M- Wing, 4th Floor, Goregaon Link Road,Malad West, Ph:022-30877000/67617000. Mr. Nilesh Gavle, JM Financial Services,Ground Floor, Anushka, New Link Rd,Andheri West, Ph:022- 66191600/612. Mr R Mukundan/Ms Armin Irani,JM Financial Services,2,3,4 Kamanwala Chambers,P M Road, Fort, Ph:022-3021 3500/2266 5577 - 80,. Ms Jyotsna Solanki/Mr C V George,JM Financial Services, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane), Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092. Ph:022- 3021 5400/6695 9120 - 23.. Ms Charulata Mehta/Mr. Tilak Sanil, JM Financial Services, 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Ph:022-3097 8700/6710 4738. NEW DELHI: Mr Prasad Nair/Mr C S Tiwari,JM Financial Services, 114 Himalya House,23,K G Marg, Ph:011-4130 5000/3092 5500. PUNE: Mr Anand Shirke/Mr Sanjay Yelwande,JM Financial Services,205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Ph:020-3987 1600-01/ 66033730. RAJKOT: Mr. Sona Verghese, JM Financial Services,202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar,Ph:0281-3984000/3984101. SURAT: Mr. Dipen Shah/Mr. Nishant Trivedi, JM Financial, 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Ph:0261-3984000. VADODARA: Mr. Rashmin Jadhav,JM Financial Services,G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Ph:0265-3984 311. VISHAKHAPATNAM: Mr Satish,JM Financial Services,Door No 9-1-224/4/3, 1st Floor, Nandan Nirman,CBM Compound, Near Rama Talkies Junction, Ph:0891-3983800..

KOTAK SECURITIES LIMITEDAHMEDABAD: Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; BANGALORE: Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; CHENNAI: Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; COIMBATORE: Kotak Securities Limited., 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666; HYDERABAD: Kotak Securities Limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (LANE Opp to DBR Diagnosis), P:65326394; INDORE: Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road.P:2537336; KOCHI: Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATTA: Kotak Securities Limited., 5th Floor, Apeejay House, Block ‘B’, 15, Park Street,P:22273999; MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI: Kotak Securities Limited., 6th Floor, Kotak Towers, Building No. 21, Infinity Park, Off Western Express Highway, Goregaon Mulund Link, Road, Malad (E),P: 6605 6825; Kotak Securities Limited., Nirlon House, 3rd Floor, Dr Anie Besant Road, Near Passport Office, Worli,P:66529191; NEW DELHI: Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SURAT: Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553; VISAKHAPATNAM: Kotak Securities Limited., Door No.47-10-15, VRC Complex , 2nd Floor, Railway Station Rd , Dwarka Nagar, P: 6642009;

SMC GLOBAL SECURITIES LTD.Agra: F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, Ahmedabad: 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200 Bangalore: Premises # 7,8,9,10,Ground floor,Gold Tower,#50 (old # 98),Residency Road, Bangalore – 560025 Ph no 09739112254 Dehradun: 7,8,9&10 shiva palace, second floor, rajpur road Dehradun 248001 Ph no 9368572105, Hissar: Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 Hyderabad/Secund’Bad: 206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S D Road SECUNDERABAD, 500003 Ph no 9347453777 Indore: 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 Jaipur: 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9929644402 Jamshedpur: K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 Kanpur: F 102,City Centre 63/2 The Mall Kanpur 208001 Ph no 9532197276 Kolkata: 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 Kota: 4-a-6 Talwandi Kota Rajasthan Ph no 09829116982 Lucknow: Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 Mumbai: 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 09821111219, 9930055430 New Delhi: 17, Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470, 9810059041, 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 Noida: 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378 Pune: 1ST Floor, Dealing Chamber, J M Road, Pune, 411004 Ph no 9769345255 Rajkot: 302/B 3rd Floor, Shivalik - 5 | Makkam Chowk | Gondal Road. Rajkot -360 002 Ph: 8000903984

NJ INDIA INVEST PVT. LTD.AGRA: S-4, Part-1, 2nd Floor, Kailash Plaza, Shah, Market, M G Road, Agra- 282002, Tel: 0562 3277488.. AHMEDABAD : 1st Floor, Neptune House-2, Above Vijaya bank, B/s Shri Krishna Center, Mithakhali, Ahmedabad - 380009 Tel : 079-30042840.. AJMER: 1st Floor, K.C. Complex, Near Sundaram Finance, Opp. Daulat Baug, Ajmer-305001, Tel: 0145-3236446.. ALLAHABAD: Upper Ground Floor, Shop No. - 7, Vashishtha Vinayak Tower, Tashkant Marg, Near- Icici Bank, Civil Lines, Allahabad-211001.. AMBALA: 180-1 to 3, 3rd Floor, Minerva Complex, Rai Market, Ambala Cantt, Ambala - 133001 .Tel : 91-171-3245300.. AMRITSAR: 103, Sco-6, 1St Floor, Distt Shopping Complex,B-Block, Ranjit Avenue, Amritsar-143001, Tel:.. ANAND: F-11, Prarthna Vihar Complex,Anand-Vidyanagar Road, Anand 388001. Tel: 02692-249433.. AURANGABAD: 1st Floor, Ahinsa Bhavan, Ahinsa Nagar, Opp Akashwani, Jalna Road, Aurangabad – 431001 Tel: 0240-3201911. BANGALORE: #5, Gajendra Towers, 2nd Floor, 11th Main, 4th Block, Jayanagar, Bangalore-560011 Tel: 080-32450027.. BARAILY: 167-A, Civil Lines, Above Syndicate Bank, Station Road, Bareilly-243001, Tel:.. BARODA-FSI: 217-218, Sidharath Complex, Nr. Express Hotel, R.C Dutt Road, Alkapuri, Baroda-5., Tel: 0265-2337757/ 3244885.. BHARUCH: 201, Aditya Complex, Kasak Circle,Bharuch-392001 Tel : 02642-324339.. BHAVNAGAR: 127, Sagar Complex, Near Jashonath Chowk,BHAVNAGAR-364001. , Tel: 0278- 3299844.. BHILAI: Shop No.106, Sai Complex, 5/4, Nehrunagar Parisar, Nnhrunagar,Bhilai-490006, Tel:.. BHOPAL: 191/B/1, Manas Parisar, Mezzanine Floor,Near Syndicate Bank, Above Punjab Dairy, M. P. Nagar, Zone - 1, Bhopal. Tel : 0755 3296663.. BHUBANESWAR: Plot No-1258, Chandan Villa,Road No-8, Unit-9,Bhubaneswar -22, Tel:.. BHUJ: 31, Shanti Chambers,New Station Road,Bhuj - 370001, Tel: 02832 325559. BILASPUR: 1st floor, Besides HDFC Bank, Above Katmoss Showroom, Link Road, Bilaspur – 495001 (Chattisgarh), Tel: 07752-327755.. BURDWAN: 1st Floor, Parbirhata, Sadarghat Road,Near LIC Branch III, Post - Sripally,Burdwan.. CHANDIGARH: 4th Floor, SCO 208-209, Sector 34-A, Chandigarh -160022, Tel: 0172-4560155.. CHENNAI : Office # 1C, Ist Floor,Laxmi Bhavan,609, Mount Road,Nungambakkam,Chennai-600006, Tel: 044 32566180,. COCHIN: 39/4422, 1st Floor, Thaukalan Chambers, SA Road, Near Medical Trust Hospital, Pallimukku Junction, Kochi - 682 016, Tel: 0484-3253939.. COIMBATORE: No. 12, Gowtham Centre Annexe, 1054, Avinashi Road,,Coimbatore - 641018. DEHRADUN: 82, Cannought Place, Behind Hind Leather Works,Chakrata Road,Dehradun- 248001, Tel: 1353249010.. DURGAPUR: A-7, Ground Floor, New ADDA Plot, Opp. City Nursing Home, City Centre,Durgapur - 713216 .Tel : 0343 3201515.. ERODE: O/1, V C T V Road, Gowtham Tower, 2ndFloor,Backside of Lotus TVS, Sathy Road,Erode-638003, Tel: 0424-3249188.. FARIDABAD: FF-01, SCO-100, Sector-16,Faridabad - 121002. GANDHINAGAR: M-8, Suman Towers, Opp. Vijaya Bank, Sector - 11, Gandhinagar-382011, Tel:, 4E Block, Sri Ganganagar-334001. , Tel: 1543206554.. GHAZIABAD: 206, 2Nd Floor, Sumedha Market Complex,Ansal Building,Rdc, Rajnagar,Ghaziabad - 201001. Tel: 0120 3229336.. GOA: 103, Manguirish Chamber, 18th June Road,Panji, Goa-403001, Tel: 0832 3256700. Tel : 0832 3256700.. GURGAON: 2nd Floor, SCO-16, Opp. Huda Office, Nr. Axis Bank,Sector – 14, Gurgaon-122001, Tel: 0124-3208813.. GWALIOR: 1st Mazanine Floor, Panin Plaza,Shinde ki Chawani, Lashkar, Gwalior-474001, Tel: 0751-930328312.. HIMMATNAGAR: DFF-77/78, New Durga Bazar, Nr. Railway crossing,Himmatnagar-383001, Tel: 02772 324456.. HUBLI: Shop No. 16, 3rd Floor,Eureka Junction, TB Road,Hubli - 580029 HYDERABAD: 409, 4th Floor, Navketan 62, Sarojini Devi Road., Opp. Clock Tower, Secunderabad - 500003 .Tel : 040-32400078.. INDORE: 113, Bansi Trade Centre, M.G.Raod,Indore-452001, Tel: 0731 3294450. Tel : 0731 3294450.. JABALPUR: 109, 1St Floor, Rajul Arcade, Russel Chowk, Jabalpur-482001, M.P. Tel:. JAIPUR: M-3 (C), Sangam Tower, Church Road, M.I.Road, Jaipur - 302001, Tel: 0141-3220834..

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47INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

JALANDHAR: B-38, 1st Floor, Globe TVS Building, G.T.Road,Opp. Bus-Stand, Jalandhar-144001. , Tel:.. JAMNAGAR: 554-555, 5Th Floor, Indraprasth,Near Pancheshwartower, B/H Super Market, Jamnagar-361001, Tel: 0288-3292891.. JAMSHEDPUR: 48, Second Floor, Kamani Center,Bistupur, Jamshedpur-831001,, Tel: 0657 3209606.. JODHPUR: Gang Tower, Ground Floor, Chopasni Road, Jodhpur-342003. , Tel:. JUNAGADH: 208-209, Punit Shopping Center, Ranavav Chowk, M G Road, Junagadh, Tel: 0285-3290575.. KANPUR: 507-509, 5Th Floor,No. 63/2 “City Centre”,The Mall, Kanpur-208001, Tel: 0512 3209840.. KOLHAPUR: F-06, 1St Floor, Vasant-Prabha Chambers,1125-E, Above Indusind Bank, Major Satyajit Shinde Path, Near Parikh Pool, Sykes Extension, Kolhapur-416001, Tel:. KOLKATA: Room No. 202 D, 2Nd Floor,Marlin Chamber,18, British India Street,Nr. Great Eastern Hotel, Kolkatta-700069, Tel: 033-32445600/5700. :. LUCKNOW: 307-308, 3rd Floor, SKY HI Chambers, 5, Park Road, Hazaratganj, Lucknow – 226001.Tel : 0522-4041824/3250020.. LUDHIANA: 1St - A, Second Floor, Pearl Palace Ghumar Mandi, Ludhiana-141001, Tel:.. MEHSANA: 250-251, 2Nd Floor, Sardar Vyapar Sankul, Malgodawn Road, Mehsana-384002, Tel: 02762-325562.. MORADABAD: Shop No 1, 2nd Floor, Shree Vallabh Complex, Near PMS School, Civil Lines,Moradabad – 244001.. MUMBAI: 201-202, 2nd Floor, Vertex Vikas, A-Wing, Mv Road, Nr Andheri East, Andheri -400069 .Tel : 022-32545280.. MYSORE: #1037, 1st Floor, Devaparthiva Road, Off M.G.Road, B/w LAW Courts & RTO Office, Chamarajapuram, Mysore-570004, Tel: 0821-3200018.. NADIAD: 203, City Point, Opp. Ipcowala Hall, Nr, Paras Cinema, College Road, Nadiad-387001. , Tel: 0268 3293228.. NAGPUR: Plot No 218, 1st Floor, Besides Vijaya Bank, South Ambazari Road, Bajaj Nagar,Nagpur – 440010 Tel. 0712 3200807.. NASIK: 301, Padma Vishwa Apartment, 4th Floor,Old Pandit Colony,Sharanpur,Nasik-422002, Tel: 0253-3201446.. NAVSARI: 506-507-508, Landmark, Near Sayaji Library, The Mall,Navsari - 396445. Tel 02637-253782/325541.. NEW DELHI : 717-720, Kirti Shikhar Tower, 11, District Centre, Janakpuri, New Delhi-110058. , Tel: 011- 32627300,. NOIDA: Office No.41, Ground Floor, Ansal Fortune Arcade,Near PNB ATM, K-Block, Sector-18, Noida-201301, Tel: 0120-3106622.. PALANPUR: 54 Floor City Light Business Center, City Light Road, Pallanpur - 385001, Tel: 02742 324848.. PANCHKULA: 2nd Floor, Front Side, SCO-64, Sector-11, Panchkula-134109, Tel:. PANIPAT: 946/8, 2nd Floor, Classic Tower, Battakh Chowk, Grand Trunk Road, Panipat-132103. , Tel: 0180 3200214.. PATAN: 43, 1St Floor, City Point Market, Opp. Kohinoor Cinema, Bus Station Road, Patan - 384265, Tel: 02766 326640, 6Th Floor Room No 606, Jagat Trade Center, Fraser Road Patna, Patna 800001, Tel:.. PORBANDAR: Shop No. 6, First Floor,Shree Raj Complex,M.G. Road,Porbandar, Tel: 0286 3291166.. PUNE: 3rd Floor, Suma House Above Bank of Maharashtra, Beside Datta Mandir Nr Kamla Nehru Park, Erandwane,Pune - 411004 Tel : 020-32414535. RAIPUR: 201-C, Second Floor, Rishabh Complex, M.G. Road, Raipur-492001.Chattishgadh. Tel: 0771-3250422.. RAJAMUNDRY: 46-7-22, 1st Floor, Jetty Towers,Danavaipeta, Rajahmundry-533103. , Tel: 0883 3244440.. RAJKOT: 401,Star Chambers, Harihar Chowk, Rajkot-360001., Tel: 0281 3290809. RANCHI: F1-F2, 1st Floor, Amarnath Complex, Kailash Babu Street, Behind Daily Market Police Station, Daily Market, Main Road, Ranchi-834001, Tel: 0651-3244044. RATLAM: 734, Chatri Pool Road, Fatema Market, Ratlam-457001, Tel:.. SAGAR: 1st Floor, F-8, Dwarkaji Complex,7, Civil Lines, Sagar-470002, Tel:. SANGLI: 4th Floor, Shiv- Meridian, Azaad Chowk, Opposite Collector’s Bunglow, Sangli-416416. , Tel:.. SURAT-FSI: NJ Fundz Network, 7

th Floor

Vishwakarma Arcade, Ring Road, Majuragate Surat, Tel: 3013957.. TRICHY: 2Nd Floor, 86, Gp Raja Tower, Madurai Road,Bharathiar Salai, Trichy - 620 008, Tel:.. UDAIPUR: 303-Third Floor, Akruti Complex,New Fatehpura, Opp. St. Mary School,Udaipur-313001, Tel: 0294-3204257.. VALSAD: Office No. 2, 1St Floor,Ava Bai Complex, Halar Road,Valsad-396 001. Tel: 02632 320520.. VAPI: 26-27, Ground Floor, Bhanu Darshan Appt, Opp. Parth Plaza, Gunjan, Vapi – 396191. Tel: 0260 3255778.. VARANASI: Shop No.20, 1St Floor, Abc Tower, Shastri Nagar Chowk, Sigra, Varanasi-221001, Tel:.. VIJAYWADA: 40-5-2, Maruthi Towers, Gr.Floor, 3rd Flat, Tikkle Road, Vijaywada-520010. Tel:. 0866-3241991. VISHAKHAPATNAM: 47-15-14/27, VRC Complex, Dwarakanagar, Vishakhaptnam – 530016. Tel: 0891 3260600.

TRADING MEMBERSThe Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the websites of the Lead Managers at www.axisbank.com, www.sbicaps.com, www.edelweissfin.com, www.trustgroup.co.in and www.iiflcap.com and the Co-Lead Managers at www.rrfinance.com/rrfcl.com and www.karvy.com. A link to the said web pages shall also be available on the website of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively.

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBs) UNDER THE ASBA PROCESS

Sr. No.

Syndicate ASBA Bank

Branch Address Contact Person Contact Number Fax

1 Axis Bank Limited Centralised Collections and Payment Hub (CCPH) 9th Floor, Solaris, C-Wing Opp L&T Gate No 6, Saki Vihar Road, Powai, Mumbai – 400072

Mr Kirit Rathod, Vice President 022-40754981 / 82 / 83 / 9820850829

022-40754996

2 State Bank of Hyderabad

Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743

3 Corporation Bank Capital Market Branch, Ist Floor, Earnest House, NCPA Marg Nariman Point, Mumbai-400021

Mr Amod Kumar 22841406/ 22842764/ 9870340031

022-22843823

4 State Bank of Travencore

Anakatchery Buildings, Y M C A Road, Statue, Thiruvananthapuram-695001 P.P. MURALEEDHARAN 0471-2333676 0471-2338134

5 IDBI Bank Limited IDBI Bank Limited, Central Processing Unit, Sarju House, 3rdFloor, Plot No 7, Street No. 15, Andheri MIDC, Andheri (E), Mumbai, Pin : 400093

Meyyappan VR /Meenakshi Khangarot

022-6670 0659/66700660 022-66700669/708

6 State Bank of Bikaner & Jaipur

State Bank of Bikaner & Jaipur, P.R. Road, Jaipur -302005 Shri Arun Paliwal 0141-4003380/ 9413398771 0141-2365219

7 Yes Bank YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi, Mumbai 400 011

Mahesh Shirali / Manoj Bisht/ Shankar Vichare

022 66229031 / 9164 / 9070 022 24974875

8 Punjab National Bank

Capital Market Services Branch, PNB House, Fort, Sir P.M.Road, Mumbai Sh. K K Khurana Tel – 022- 22621122, 22621123,

022 – 22621124

9 Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai- 400052 Manish Kulkarni 022-6600 9428 022-6600966610 Union Bank of India Mumbai Samachar Marg Branch Mr.O.P.Jain 022- 22629411/ 2262 9404 022-2267 668511 HDFC Bank Limited FIG – OPS Department, Lodha, I Think Techno Campus, O-3 Level, Next to

Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra.Deepak Rane / Uday Dixit 022-30752928 / 30752927 022 -25799801

12 Bank of Baroda Mumbai Main Office Mr. Sonu A. Arekar 40468314, 40468307 022-2283523613 ICICI Bank Ltd Capital Market Division,Fort Roshan Tellis 022-22627600 022-2261113814 Vijaya Bank HEAD OFFICE BLDG 41/2,M G ROADBANGALORE KARNATAKA STATE

560001Vittaldas Acharya 080-25584281 080-25584281

15 Bank of Maharashtra Fort Branch, 1stFloor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai – 23 A D Deshpande (Assistant General Manager)

022-22694160/22652595/ 22663947/ 9730000438

022-22681296

16 STATE BANK OF INDIA

Capital Market Branch, Videocon Heritage Building (Klick House),Charanjit Rai Marg, Fort, Mumbai-400 001

Ms Vidya Krishnan 022 22094927, 022 22094932

17 Andhra Bank 18, Homi Modi StreetNanavati Mahalaya, Fort Branch, Mumbai-400023. Mr.K.Umamaheswaram, Chief Manager / Mr.T.V. Rao, Sr.Manager(Operations)

022-22046160/ 022-22046160

18 HSBC Limited 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West) Mumbai 400 064 (address of IPO Operations office)

Mr Jagrut Joshi (022) 67115485/ 9870403732 (022) 66536005

19 Kotak Mahindra Bank Ltd

Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western Express Highway, General AK Vaidya Marg,Malad (E)

Sanjay Sawant + 91 22 66056587 +91 22 66056642

20 Bank of India Stock Exchange Branch, Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street, Fort, Mumbai – 400 023.

Shri B. B. Sharma, Manager 022- 2272 1677 (Direct)022- 2272 2399 (Board)

022-2272 1782

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48 INDIA INFOLINE FINANCE LIMITED

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

21 CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai - 51 S Girish 022-26535504 98199 12248 022-2653582422 IndusInd Bank Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai 01 Mr. Yogesh Adke 9833670809 / 022-66366589 022 - 6636659023 Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282,

Mumbai, Maharashtra 400 023Shri S. K. Jain Chief Manager (022)- 22655739, 22662018 (022)- 22661935

24 Karur Vysya Bank Ltd

DEMAT CELL, FIRST FLOOR, No 37, WHITES ROAD, ROYAPETTAH, CHENNAI - 600 014

NORI SUBRAHMANYAM 044- 28518265 044-28518269

25 The Federal Bank Limited

ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031 Dhanya Dominic 0484-2201847 4842385605

26 Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam 600035 Mr. V Muthukumar / Mr. M Veerabahu

044 24330233 044 24347755

27 Central Bank of India

Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001 Mr. Vineet Bansaj 022- 22623148, 22623149 022-22623150

28 Oriental Bank of Commerce

67, Bombay Samachar Marg, Sonawala Building, Fort,Mumbai -400001

Shri B.K. Palrecha Asstt. General Manager

022-22654791/95 022-22654779

29 Standard Chartered Bank

Crescenzo, 3rdFloor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex, Bandra(E),Mumbai 400 051

Ms. Priscilla Dsilva +91 22 26757227/234 +91 22 26757358

30 J P Morgan Chase Bank, N.A.

J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098 Nandita Halady 6157 3833 6157 3910

31 Nutan Nagrik Sahakari Bank Ltd.

Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge. Miti shah 9879506795 7926564715

32 UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023 Manager 022 40180105 222287075433 Canara Bank Merchant Banking Division, 407-412, 4thFloor, Himalaya House, 79, Mata Ramabai

Ambedkar Marg, Mumbai 400 001Mr. K. S. Prasanna 022-022-22677405 / 406 022-22677404

34 United Bank of India

Global Cash Management Services Hub, 4th Floor,United Bank of India, United Tower, Head Office,11, Hemanta Basu Sarani, Kolkata – 700 001.

AGM (CMS & Demat) 033 22624175/ 2262417

35 Syndicate Bank Capital Market Services Br. 26A, First Floor, SyndicateBank bldg, P.M.road, Fort, Mumbai - 1

P Padmavathy Sundaram, Chief Manager

022-22621844 022-22700997

36 South Indian Bank ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam – 682035, Kerala, India.

John K Mechery 9645817905 0484-2351923

37 Indian Overseas Bank

Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai 600 002

Mr. R.S. Mani / Mr. M. Sasikumar

044-28513616/ 28513617/ 28513618

044- 28513619

38 Tamilnad Mercantile Bank Ltd.

TAMILNAD MERCANTILE BANK LTD.,DEPOSITORY PARTICIPANT SERVICES CELL, THIRD FLOOR, PLOT NO.4923, AC/16, 2nd AVENUE, ANNA NAGAR (WEST), CHENNAI - 600 040, TAMILNADU, INDIA

Mr. K. Natarajan 044-26192552 044-26204174

39 City Union Bank Ltd.

48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Sivaraman 044 - 24340010, 24343517, 24346060, 24348586 , 9380286558, 9382642081, 9380286558

044 - 24348586

40 BNP Paribas French Bank Bldg., 62, Homji Street, Fort, Mumbai – 400 001 Mr. Prem Mariwala 022-66501376 022 – 6650162041 The Kalupur

Commercial Co-Operative Bank Ltd.

Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014 Jay V. Pathak Manager 079-27582028 079-40014118/ 40014149

42 Bank of America N.A.

EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Chennai 600014

Swaminathan Ganapathy 044-42904526 044-43528911

43 The Lakshmi Vilas Bank Ltd.

64,dr,v.b.gandhi marg, p.b.no.1783, kalaghoda, fort mumbai, great mumbai district, maharashtra-400001

Raghu Nagarajan 22-22672255-22672247(M)-22673435(CM)

22670267

44 State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn 0172-2779116, 2546124, 2543868/ 9779586096

0172-2546080

45 State Bank of Mysore

Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400 001.

Mr.Rajeshwar Das, Manager 9022469176 022-22656346

46 The Surat Peoples Co-op Bank Ltd

Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat – 395001 Mr. Iqbal Shaikh 0261-2464577 0261-2464577, 592

47 Dhanlaxmi Bank Limited

The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001

Gunavati karkera 022 – 2202535 022-22871637

48 The Saraswat Co-operative Bank Ltd.

Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector – 17, Vashi, Navi Mumbai – 400703

Mr. A. A. Bhatia (O) 27884161 27884162 27884163 27884164, (M) 9820505121

27884153

49 DBS Bank Ltd DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001 Amol Natekar +91 22 6613 1213 +91 22 6752 847050 Dena Bank Dena Bank, Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai – 23 Branch Manager 022-22661206, 22702881 022-22694426 /

2270288051 Karnataka Bank Ltd The Karnataka Bank Ltd, Mangalore–H O Complex Branch, Mahaveera Circle,

Kankanady, Mangalore – 575002Ravindranath Baglodi, Sr.Manager

0824-2228139 /140 /141 0824-2228138

52 The Ahmedabad Mercantile Co-Op. Bank Ltd.

Head office :-"Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09 Bimal P Chokshi 079-26426582-84-88 079-26564863

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