Basis of Allotment

This is a public announcement for information purpose only and is not a prospectus announcement. This does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India.

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INDIAN RAILWAY FINANCE CORPORATION LIMITED

Our Company was incorporated as Indian Railway Finance Corporation Untied on December 12, 1986, as a public limited company under tie Companies Act, 1956, pursuant to a certificate of incorporation issued by tie Registrar of Compares. National Capital Territory of Delhi & Haryana (RoC). Thereafter, our Company received a certificate of commencement of business from the RoC on December 23, 1986. The Ministry of Corporate Affairs. Government of India ("MCA"), through its notification dated October 8, 1993, classified our Company as a Public Financial Institution under Section 4(A) of tie Companies Act, 1956 (now defined in Section 2(72) of the Companies Act. 2013). Subsequently, our Company was registered with Reserve Bank of India ("RBI") under Section 45-IA of the RBI Act 1934 to carry on the business of a non-banking financial institution without accepting pubic deposits, pursuant to a certificate of registration bearing No. 14.00013 dated February 16, 1998. Subsequently, vide a fresh certificate of registration bearing No. 14.00013, dated March 17, 2008. RBI classified our Company as a non-deposits accepting asset finance non-banking financial company. Thereafter, our Company was re-classified as an NBFC-ND-IFC by RBI, through a fresh certificate of registration bearing No. B-14.00013. dated November 22, 2010. For further details, including details of change in registered office of a Company, see ‘History and Certain Corporate Matters' on page 127 of the prospectus dated January 22, 2021, filed by the Company with the RoC.("Prospectus")

Registered and Corporate Office: UG-Floor, East Tower, NBCC Place, Bisham Pitamah Marg, Pragati Vihar, Lodni Road, New Delhi-110003; Tel: +91 (11) 2336 9766
Contact Person: Vijay Babulal Shirode, Company Secretary and Compliance Officer; Tel: +91 (11) 2436 8068. E-mail: cs@irfc.nic.in Website: www.irfc.nic.in Corporate Identification Number: U6591ODL1986GO1026363
OUR PROMOTER: THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA ("MoR")

Our Company has filed the Prospectus with the RoC and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE") and trading of the Equity Shares Allotted pursuant to the Issue is expected to commence on Friday, January 29, 2021.

BASIS OF ALLOTMENT

INITIAL PUBLIC OFFERING OF 1,782,069,000 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF INDIAN RAILWAY FINANCE CORPORATION LIMITED ("OUR COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF T 26 PER EQUITY SHARE (INCLUDING A PREMIUM OF Rs. 16 PER EQUITY SHARE) (THE "ISSUE PRICE") AGGREGATING TO Rs. 46,333.79 MILLION ("ISSUE") CONSISTING OF A FRESH ISSUE OF 1,188,046,000 EQUITY SHARES AGGREGATING TO Rs. 30,889.20 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 594,023,000 EQUITY SHARES BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MoR ("SELLING SHAREHOLDER"), AGGREGATING TO Rs. 15,444.60 MILLION ("OFFER FOR SALE"). THE ISSUE INCLUDED A RESERVATION OF 192,307' EQUITY SHARES AGGREGATING TO Rs. 5.00 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE CONSTITUTED 13.64 % AND 13.63% RESPECTIVELY, OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EACH EQUITY SHARE IS T 10. THE ISSUE PRICE IS 2.6 TIMES THE FACE VALUE OF THE EQUITY SHARES.

* The Eligible Employees Port on was subscribed to the extent of 0.94484 tunes and 181,700 Equity Shares were allotted to 18 successful Bidders (after reflections) in this category. The un subscribed portion constituting 10.607 Equity Shares from the Employee Reservation Portion spilled over and were allotted to Bidders in the QIBs. NIB and Retail Categorized the ratio of 50:15:35. Accordingly the Allotment to Eligible Employees was for 181.700 Equity Shares amounting to Rs 4.72 million.

QIB Category: Not more than 50% of the Net Issue Retail Individual Investors Category: Not less than 35% of the Net Issue Non Institutional Category: Not less than 15% of the Net Issue Employee Reservation Portion: Rs. 5.00 million Price Band: Rs. 25 per Equity Share to Rs. 26 per Equity Share of face value of Rs.10 each. The Floor Price is 2.50 times the face value and the Cap Price is 2.60 times the face value of the Equity Shares. Bids could be made for a minimum of 575 Equity Shares and in multiples of 575 Equity Shares thereafter.
Risks to Investors
I. The four merchant bankers associated with the Issue have handled 22 issues in the past three financial years, out of which 9 issues closed below the issue price on listing date. II. There are no listed peers in India engaged in Issuer's line of business. III. Average cost of acquisition of Equity Shares for the Selling Shareholder is Rs. 10 per Equity Share and the Issue Price at upper end of the Price Band is Rs. 26 per Equity Share. IV. Weighted Average Return on Net Worth for last three financial years is 11.00%.
BID/ISSUE PROGRAMME OPENED ON MONDAY, JANUARY 18, 2021
CLOSED ON WEDNESDAY, JANUARY 20, 2021
ANCHOR INVESTOR BIDDING DATE WAS: FRIDAY, JANUARY 15, 2021

The Issue was made n terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), read with Regulation 31 of The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018, as amended ("SEBI ICDR Regulations"). In accordance with Regulation 6(1) The SEBI ICDR Regulations, the Issue was made through the Book Building Process wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) ("QIB Portion") provided that our Company and the Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis a) accordance with the SEBI ICDR Regulations ("Anchor Investor Portion"). of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above tie Anchor Investor location Price. Further 5% of tie Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Is s .is was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Further, 192,307 Equity Shares was reserved for allocation on a proportionate basis to Eligible Employees bidding under the Employee Reservation Portion; subject to valid bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) were mandatorily required to participate in the Issue through an Application Supported by Blocked Amount ("ASBA") process by providing details of the bank account which were blocked by the Self Certified Syndicate Banks ("SCSBs"). Anchor Investors were not permitted to participate in the Issue through the ASBA process. For details, see "Issue Procedure" on page 371 of the Prospectus.

The bidding for Anchor Investors opened and closed on Friday. January 15, 2021. The Company received 31 applications from 13 Anchor Investors (including 4 mutual finds through 20 Mutual Fund Schemes) for 534,563,125 Equity Shares. The Anchor Investor Issue Price was finalized at Rs. 26 per Equity Share. A total of 534,563,007 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 13,898,638,182.00 The Issue (excluding Anchor Investor Portion) received 2,071,957 applications for 3,918,565.200 Equity Shares (prior to technical rejections) resulting in 3.14 times subset portion. The details of the applications received in the Issue from various categories are as under (before technical rejections and after banking);

SI No. Category No. of Applications No. of Equity Shares applied Shares Reserved as per Prospectus No. of times Subscribed Amount (Rs.)
A Retail Individual Bidders 2,063,871 1,896,099,875 623,656,843 3.04 49,293,416,208.00
B Non Institutional Bidders 5,641 646,107,950 267,281,504 2.42 16,798,772,200.00
C Qualified Institutional Bidders (Excluding Anchors): 57 1,373,829,675 356,375,339 3.86 35,719,571,550.00
D Eligible Employees 2,388 2,527,700 192,307 13.14 65,656,375.00
E Anchor Investors 31 534,563,125 534,563,007 1.00 13,898,641,250.00
Total 2,071,988 4.453,128,325 1,782,069,000 2.50 115,776,057,583.00

Final Demand

A summary of the final demand as at different Bid prices is as under:

SI No. (BID PRICE) BIDS QUANTITY (%) TO TOTAL Cumulative Total % Cumulative Total
1 25 72,118,800 1.59 72,118,800 1.59
2 26 2,627,030,675 57.93 2,699,149,475 59.52
3 CUT OFF 1,836,026,750 40.48 4,535,176,225 100.00
TOTAL 4,535,176,225 100.00

The Basis of Allotment was finalized in consulted with the Designated Stock Exchange, being NSE on January 25, 2021.

A. Allotment to Retail Individual Bidders (After Technical Rejections)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Issue Price of Rs. 26 per Equity Share, was finalized in consultation with NSE. This category has been subscribed to the extent of 2.8843 times. The total number of Equity Shares Allotted in Retail Portion is 623.660 555 Equity Shares to 1.084.627 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:

Category No. if Applications Received %of Total Total No. of Equity Shares applied % to Total No. of Equity Shares allotted per applicant Ratio Total No. of Equity Shares allotted
575 1,609,225 82.17 925,304,375 51.44 575 643:1161 512,464,150
1150 171.655 8.77 197,403,250 10.97 575 499:901 54,664,100
1725 48.955 2.50 84,464,625 4.69 575 319:576 15,592,850
2300 31.158 1.59 71,663,400 3.98 575 36:65 9,922,300
2875 18.195 0.92 52,310,625 2.91 575 36:65 5,794,375
3450 12.071 0.62 41,644,950 2.31 575 36:65 3,843,875
4025 10.161 0.52 40,898,025 2.27 575 36:65 3,336,100
4600 4.253 0.22 19,563,800 1.09 575 36:65 1,354,700
5175 1.905 0.10 9,858,375 0.55 575 36:65 606,625
5750 12.282 0.63 70,621,500 3.93 575 36:65 3,911,150
6325 1,157 0.06 7,318,025 0.41 575 36:65 368,575
6900 2.813 0.14 19,409,700 1.08 575 36:65 895,850
7475 34.560 1.76 258,335,000 14.36 575 36:65 11,006,075
1 6:38677 30
TOTAL 1,958.400 100.00 1,798,796,650 100.00 623,660,555

Includes spill over of 3,712 Equity Shares from Employee Category.

Please Note: 1 additional Share shall be Slotted to 30 Allottees from amongst 193385 Successful Applicants from the categorized 1150 - 7475 (excluding successful applicants from Category 575) in The ratio of 6:38677

B. Allotment to Non-Institutional Bidders (After Technical Rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Issue Price of Rs. 26 per Equity Share was finalized in consultation with the NSE. The Non-Institutional Portion has been subscribed to the extent of 2.34234 times. The total number of Equity Shares Allotted in this category is 267283,095 Equity Shares to 5,368 successful Non-Institutional Bidder. The category-wise details of the Basis of Allotment are as under (Sample):

Category No. of Applications Received % of Total Total No. of Equity Shares applied % to Total No. of Equity Shares allotted per applicant Ratio Total No. of Equity Shares allotted
8050 1717 31.99 13.821.850 2.21 3436 1:1 5,899,612
1 24:37 1,114
8625 340 633 2,932,500 0.47 3582 1:1 1,251,883
9200 122 227 1,122,400 0.18 3928 1:1 479,216
199525 5 0.09 997,625 0.15 85182 1:1 425,910
7691775 1 0.02 7,691,775 1.23 3283795 1:1 3,283,796
7692350 1 0.02 7,692,350 1.23 3284041 1:1 3,284,041
8004000 1 0.02 8,004,000 1.28 3417092 1:1 3,417,092
8999900 1 0.02 8,999,900 1.44 3842264 1:1 3,842,264
9230475 1 0.02 9,230,475 1.47 3940702 1:1 3,940,702
9615150 1 0.02 9,615,150 1.54 4104929 1:1 4,104,929
11500000 1 0.02 11,500.000 1.84 4909614 1:1 4,909,614
11537950 1 0.02 11,537.950 1.84 4925816 1:1 4,925,816
12006000 2 0.04 24,012,000 3.84 5125638 1:1 10,251.276
13455000 1 0.02 13,455,000 2.15 5744249 1:1 5,744,249
13461325 1 0.02 13,461,325 2.15 5746949 1:1 5,746,949
15384125 1 0.02 15,384,125 2.46 6567837 1:1 6,567.837
17307500 1 0.02 17,307.500 2.76 7388970 1:1 7,388,970
19230300 1 0.02 19,230,300 3.07 8209857 1:1 8,209,857
23076475 1 0.02 23,076,475 3.69 9851878 1:1 9,851,878
TOTAL 5368 100.00 626,068,625 100.00 267,283,095

Includes spill over of 1,591 Equity Shares from Employee Category.

C. Allotment to QIBs (excluding Anchor Investors) (After Technical Rejections)

Allotment to QIBs. who have Bid at the Issue Price of Rs. 26 per Equity Share, has been made on a proportionate basis in consultation with the NSE. This category has been subscribed to The extent of 3.85495 times of QIB Portion. As per the SEBIICDR Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 17,819,032 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 338 561,611 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 356,380,643 Equity Shares, which were allotted to 57 successful QIB Bidders. The category-wise details of the Bases of Allotment are as under:

CATEGORY FIs FIIs FPIs IC MFs NBFCs Others Total
QIB 37,066,525 119,431,191 74,940 143,152,818 42,295,281 11,816,094 2,543,794 356,380,643

Includes spied over of 5,304 Equity Shares from Employee Category

D. Allotment to Eligible Employees (After Technical Rejections)

The Bass of Allotment to the Eligible Employees, who have placed bid at the Cut-Off price or at the Issue Price of Rs. 26 was finalized in consultation with NSE. The Eligible Employees Portion has been subscribed to the extent of 0.94484 times. The total number of Equity Shares Allotted in this category is 181,700 Equity Shares to 18 successful Bidders. The category-wise details of the Bass of Allotment are as under:

Category No. of Applications Received % of Total Total No. of Equity Shares applied % to Total No. of Equity Shares allotted per applicant Ratio Total No. of Equity Shares allotted
575 1 5.55 575 0.32 575 1:1 575
2875 1 555 2,875 1.58 2875 1:1 2,875
7475 5 555 37,375 20.57 7475 1:1 37,375
9200 1 556 9,200 5.06 9200 1:1 9,200
10350 1 556 10,350 5.70 10350 1:1 10,350
11500 3 16.66 34,500 18.99 11500 1:1 34,500
13225 2 11.11 26,450 14.56 13225 1:1 26.450
13800 1 556 13,800 7.59 13800 1:1 13,800
14950 1 556 14,950 8.23 14950 1:1 14,950
15525 1 5.56 15,525 8.54 15525 1:1 15,525
16100 1 556 16,100 8.86 16100 1:1 16,100
TOTAL 18 100.00 181,700 100.00 181,700

Unsubscribed portion of 10,607 Equity Shares spied over to QIBs. NIB and Retail Categories in the ratio of 50:15:35.

E. Allotment to Anchor Investors

The Company and Selling Shareholders, in consultation with the BRLMs, have allocated 534,563,007 Equity Shares to 13 Anchor Investors (through 31 Applications) at the Anchor Investor Issue Price of Rs. 26 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.

Category Pension Funds MF FPI IC Total
Equity Shares 20,764,857 326,134,825 172,283,800 15,379,525 534,563,007

The Board of Directors of our Company on Wednesday. January 27, 2021 has Allotted Equity Shares to Alottees based on the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE. The Allotment Advice-cum- refund intimation are being dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Issue Account have been issued on Monday. January 25, 2021. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on Wednesday. January 27, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing applicable with NSE and BSE on Thursday, January 28, 2021. The Company has received listing and trading approval from NSE and BSE and the trading will commence on Friday, January 29, 2021.

Al capitalized terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made have been hosted on the website of Registrar to the Issue. KFin Technologies Private Limited at www.kfintech.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the first/ sole Bidder. Bid-cum-Application Form number. Bidder DP ID, Client ID, PAN, date of submission of Bid-cum-Application Form, address of the Bidder, number of Equity Shares approved for. the name and address of the Designated Intermediary where the Bid-cum-Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

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KFin Technologies Private Limited
(formerly known as "Karvy Fintech Private Limited")
Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Serillygampally Hyderabad 500 032, Telangana. India
Telephone: +9 1 40 6 716 2222 Email: einward.ris@kfintech.com Investor grievance email: irfc.ipo@kfmtech.com
Contact Person: M. Mural Krishna: Website: www.kfmtech.com
SEBI Registration No: INR000000221

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF INDIAN RAILWAY FINANCE CORPORATION LIMITED

For Indian Railway Finance Corporation Limited
On behalf of Board of Directors
Date: January 28, 2021 Sd/-
Place: New Delhi Company Secretary and Compliance Officer

Indian Railway Finance Corporation Limited has filed the Prospectus with the RoC and its available on the websites of SEBI, BSE and NSE at www.sebi.gov.in, www.bsemdia.com and www.nseindia.com, respectively, and on the websites of the BRLMs i.e. DAM Capital Advisors Limited (Formerly known as IDFC Securities Limited), HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited and SBI Capital Markets Limited at www.damcapital.in, https://www.business.hsbc.co.in/en-gb/in/generic/ipo-open-offer-and-buyback, www.jddsecurities.com and www.sbicaps.com, respectively. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended f Securities Ad') a any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be "qualified institutional buyers'(as defined in Rule 144Aand referred to in the RHP as "U.S. QIBs'. For the avoidance of doubt, the term "U.S. QIBs" does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the RHP as "CUBS') in transactions exempt from, or not subject to, the registration requirements of the Securities Act and (i) outside tie United States in offshore transactions in reliance on Regulation Sand pursuant to tie applicable laws of the jurisdictions where those offers and sales are made. There will be no pub be offering in the United States.