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POWER FINANCE CORPORATION LIMITED

APPLICATION FORM
ISSUE OPENS ON : FRIDAY, DECEMBER 30, 2011 MONDAY, JANUARY 16, 2012^ ISSUE CLOSES ON :

POWER FINANCE CORPORATION LIMITED - PUBLIC ISSUE OF TAX FREE BONDS - TRANCHE 1 ISSUE

(A GOVERNMENT OF INDIA UNDERTAKING) (Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company) Registered Office and Corporate Office: Urjanidhi, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001,India; Tel: +91 11 2345 6000; Fax: +91 11 2341 2545. Compliance Officer & Company Secretary: Mr. J.S. Amitabh, Tel: +91 11 2345 6000 Fax: +91 11 2345 6285. E-mail: taxfreebonds11-12@pfcindia.com; Website: www.pfcindia.com.

Application No.50506013

PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (COMPANY OR ISSUER) OF TAX FREE BONDS OF FACE VALUE OF ` 1,000 EACH, IN THE NATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER SECTION 10(15)(iv)(h) OF THE INCOME TAX ACT, 1961, AS AMENDED, (BONDS) AGGREGATING ` 1,000 CRORES WITH AN OPTION TO RETAIN AN OVERSUBSCRIPTION UPTO TO THE SHELF LIMIT (I. E. ` 4033.13 CRORES). THIS TRANCHE ISSUE IS BEING OFFERED BY WAY OF THE PROSPECTUS TRANCHE -1, WHICH CONTAINS, INTER ALIA THE TERMS AND CONDITIONS OF THE TRANCHE-1 (THE "PROSPECTUS TRANCHE -1"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED DECEMBER 23, 2011 FILED WITH THE REGISTRAR OF COMPANIES, STOCK EXCHANGES AND SEBI (THE "SHELF PROSPECTUS"). THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS TRANCHE -1 SHALL CONSTITUTE "THE PROSPECTUS"

CREDIT RATING : CRISIL AAA/Stable (pronounced as "CRISIL Triple A rating with stable outlook"), ICRA AAA (Pronounced ICRA Triple A)
Brokers Name & Code Sub-Brokers/ Agents Code Bank Branch Stamp Bank Branch Serial No. Date of Receipt

KSBL 23/07701-38

To, The Board of Directors, POWER FINANCE CORPORATION LIMITED, Urjanidhi, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India
Dear Sirs, Having read, understood and agreed to the contents and terms and conditions of Power Finance Corporation Limiteds Shelf and Tranche-1 Prospectus dated December 23, 2011, (Prospectus) I/We hereby apply for allotment to me/us; of the under mentioned Bonds out of the Issue. The amount payable on application for the below mentioned Bonds is remitted herewith. I/We hereby agree to accept the Bonds applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. I/We irrevocably give my/our authority and consent to GDA Trustee and Consultancy Ltd., to act as my/our trustees and for doing such acts and signing such documents as are necessary to carry out their duties in such capacity. I/We acknowledge that the Applications made by me/us do not exceed the investment limit on the maximum number of Series Bonds which may be held by me/us under applicable statutory and /or regulatory requirements. By making this application, I/We acknowledge that I/We have understood the terms and conditions of the Tranche-1 issue of Series Bonds of the Company as disclosed in the prospectus. Notwithstanding anything contained in this form and the attachments hereto, by making this application: In case of applicants other than NRIs: I/We confirm that I am/We are Indian National(s)/registered in India, resident in India and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India and/ or Foreign National(s). In case of NRI applicants: I/we confirm that I am/ we are a NRI(s) as per Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars issued, and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India (other than an NRI applicant eligible to apply under the Issue) and/or Foreign National(s). Notwithstanding anything contained in this form and the attachments hereto, I/we confirm that I/we have carefully read and understood the contents, terms and conditions of the Prospectus, in their entirety and further confirm that in making my/our investment decision, (i) I/We have relied on my/our own examination of the Company and the terms of the Issue, including the merits and risks involved, (ii) my/our decision to make this application is solely based on the disclosures contained in the Prospectus, (iii) my/our application for Bonds under the Issue is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by me/us, (iv) In case of applicants other than NRIs: I am/We are not persons resident outside India and/or foreign nationals within the meaning thereof under the Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars issued thereunder; is case of NRI applicants: I am / We are a NRI(s) within the meaning thereof under the Foreign Exchange Managment Act. 1999, as amended and rules, regulations, notifications and ciruclars issued thereunder and am/are eligible to apply under the issue and (v) I/We have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of Bonds pursuant to the Issue.

3 10109

Please fill in the Form in English using BLOCK letters

Date

d d / m m / 201__

APPLICANTS DETAILS (for Applicants applying in Demat Mode name(s) should be in the same order as it appears in the demat account)
NAME OF SOLE/FIRST APPLICANT Mr./Ms./M/s. NAME OF GUARDIAN Mr./Ms.
(In case of minor only)

AGE DATE OF BIRTH (Compulsory for minor) d d m m y y

years y y

ADDRESS (of Sole / First Applicant) City SECOND APPLICANT Mr./Ms. THIRD APPLICANT Mr./Ms. Pin Code (Compulsory) Telephone
(with STD code)

Mobile

E-mail

OTHER DETAILS OF SOLE/FIRST APPLICANT CATEGORY (Please

Category I Category II Category III -

Companies / Bodies Corporate / Registered Societies; Public/Private Charitable/Religious Trusts; Scientific and/or Industrial Research Organisations; Partnership Firms in the name of the partner; and Limited liability partnership Resident Indian individuals*; Hindu Undivided Families through the Karta*; and Non Resident Indians (NRI) on repatriation as well as non-repatriation basis*. (*applying for an amount aggregating to above ` 5 lakhs) Resident Indian individuals#; Hindu Undivided Families through the Karta#; and Non Resident Indians on repatriation as well as non-repatriation basis#. (#applying for an amount aggregating to upto and including ` 5 lakhs)

DOCUMENTS TO BE SUBMITTED ALONG WITH THE APPLICATION FORM. Charter Documents / MoA and AoA Registration Certificate Resolution and Specimen Signature DEPOSITORY PARTICIPANT DETAILS (For Applications In Demat Mode)
Depository Name (Please ) Depository Participant Name DP - ID Beneficiary Account Number National Securities Depository Limited (NSDL) I N

Power of Attorney

Others (Please Specify ...................................)

Central Depository Services (India) Limited (CDSL)

(16 digit beneficiary A/c. No. to be mentioned above)

Repatriable Non-Repatriable

TEAR HERE

For NRI Applicants: Demat Account Status (Please Tick)

OPTION TO HOLD THE BONDS IN PHYSICAL FORM* (If this option is selected, the KYC Documents as mentioned in Instruction No. 33 are mandatory)
In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the Bonds in physical form. I/We hereby confirm that the information provided in APPLICANTS DETAILS is true and correct. I/We enclose herewith as the KYC Documents, self attested copies of PAN Card, Proof of Residence Address and a cancelled cheque of the bank account to which the amount pertaining to payment of refunds, interest and redemptions as applicable should be credited. Bank Details for payment of Refund / Interest / Maturity Amount Bank Name : Branch : Account No.: _____________________________ IFSC Code : ___________________MICR Code : ___________________________

NOMINATION (FOR ALLOTMENT IN PHYSICAL FORM) Name of the Nominee : Sole/First Applicant Second Applicant Third Applicant * Application by NRI who opts allotment of Bonds in Physical Form to be submitted only at the collection centres as mentioned in page 2 herein. In case of Minor, Guardian :

THE SPECIFIC TERMS OF EACH INSTRUMENT ARE SET OUT BELOW:

Options Tranche - 1 Series I Tenor Redemption Date Redemption Amount (`/Bond) Frequency of Interest Payment Minimum Application Size In Multiples of Face Value(`/Bond) Issue Price(`/Bond) (A) Mode of Interest Payment 10 Years 10 Years from the Deemed Date of Allotment Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Payable Annually `10,000 (10 Bonds) `5,000 (5 Bonds) `1,000 `1,000 Through various modes available** Series of Bonds* Tranche - 1 Series II 15 Years 15 Years from the Deemed Date of Allotment Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Payable Annually `10,000 (10 Bonds) `5,000 (5 Bonds) `1,000 `1,000 Through various modes available**
COMMON TERMS OF THE ISSUE : Minimum Application Size The minimum number of Bonds per application form will be calculated on the basis of the total number of Bonds applied for under each such Application Form and not on the basis of any specific option Ratings CRISIL AAA/Stable (pronounced as "CRISIL Triple A rating with stable outlook") and ICRA AAA (Pronounced ICRA triple A) Stock Exchange proposed for listing BSE Limited Debenture Trustee GDA Trustee & Consultancy Ltd. Depositories CDSL and NSDL Security The Bonds issued by the Company will be secured by creating a charge on the book debts of the company and/or identified immovable property by a first/pari passu charge, as may be agreed between the Company and theDebenture Trustee, pursuant to the terms of the Debenture Trust Deed. Issuance In dematerialized form and physical form Trading In dematerialized form only Market Lot / Trading Lot One Bond Deemed Date of Allotment Deemed Date of Allotment shall be the date on which the Directors of the Company or any committee thereof approves the Allotment of the Bonds for each Tranche Issue. All benefits relating to the Bonds including interest on Bonds (as specified for each tranche by way of Tranche Prospectus) shall be available to the investors from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment.

Coupon Rate (%)p.a. 8.20% 8.30% Nature of Indebtedness and Ranking The claims of the Bondholders shall rank pari passu with other secured creditors having a charge over the on the book debts of the company and/or identified immovable property as may be agreed between the Company and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed and such claims shall be superior to the claims of any unsecured creditors
No. of Bonds applied for (B) Amount Payable (`) (A*B) Total Number of Bonds (I+II) Grand Total (I+II) (`) *The Company shall allocate and allot Tranche-1 Series II Bond to all valid applications, wherein the applicants have not indicated their choice of the relevant Bond Series. **For various modes of interest payment, see Terms of the Issue Modes of Payment on page 40 of the Tranche Prospectus-1.

Submission of Application Forms: All Application Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the designated collection banks during the Issue Period. No separate receipts shall be issued for the money payable on the submission of Application Form. However, the collection banks will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant. Applications shall be deemed to have been received by us only when submitted to Bankers to the Issue at their designated branches as detailed above and not otherwise. Additional/Multiple Applications: An applicant is allowed to make one or more applications for the Bonds for the same or other series of Bonds, subject to a minimum application size of 10 bonds and in multiples of 5 bonds, for each application. For further details please see General Instruction no. 33. Basis of Allotment: i. Applicants belonging to the Category I, in the first instance, will be allocated Bonds upto 50% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); ii. Applicants belonging to the Category II, in the first instance, will be allocated Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); iii. Applicants belonging to the Category III, in the first instance, will be allocated Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come first-serve basis, based on the date of submission of each application to the Bankers to the Issue, in each Portion subject to the Allocation Ratio. For further details please see General Instruction no. 47. Minimum allotments of 1 Bond and in multiples of 1 Bond thereafter would be made in case of each valid application.

PAYMENT DETAILS (See Payment in to Escrow Account under General Instructions No. 39)
Total Amount Payable (` in figures) (` in words) Cheque / Demand Draft No. Drawn on Bank Branch
Please Note : Cheque/DD should be drawn in favour of PFC Tax Free Bonds-Escrow Account by non-NRI and non - FII applicants and in favour of PFC Tax Free Bonds-NRI Escrow Account by NRI applicants. Cheques should be crossed A/c Payee only. Please write the sole/first Applicants name, phone no. and Application no. on the reverse of Cheque/DD. Demographic details for purpose of refunds, if any, shall be taken from (i) Bank details as mentioned above for applicants who select the option to hold the Bonds in Physical Form; or (ii) the records of the Depositories otherwise.

Dated

/ 201_

SOLE/FIRST APPLICANT
PERMANENT ACCOUNT NUMBER (Furnishing of Subscribers PAN is mandatory. For additional details, refer Instruction no. 33)

SECOND APPLICANT

THIRD APPLICANT

SIGNATURE(S)
^The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days i.e. till January 2, 2012) or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of Directors/ Committee of the Company. In the event of such early closure of the subscription list of the Issue, our company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.

TEAR HERE ACKNOWLEDGEMENT SLIP

POWER FINANCE CORPORATION LIMITED

(A GOVERNMENT OF INDIA UNDERTAKING) (Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company) Registered Office and Corporate Office: Urjanidhi, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001,India. Tel: +91 11 2345 6000; Fax: +91 11 2341 2545. Compliance Officer & Company Secretary: Mr. J.S. Amitabh, Tel: +91 11 2345 6000 Fax: +91 11 2345 6285. E-mail: taxfreebonds11-12@pfcindia.com. Website: www.pfcindia.com.

Date

d d / m m / 201__

ACKNOWLEDGEMENT SLIP FOR APPLICANT TRANCHE 1 ISSUE

Application No. 50506013

Received From Series Series 1 (10 years) Series 2 (15 years) Face Value (A) ` 1,000/-

No. of Bonds applied for (B)

Amount Payable (`) (A x B)

Cheque/Demand Draft No. Drawn on (Name of the Bank and Branch)

Dated

201__

Bank's Stamp & Date

` 1,000/-

Grand Total (1+2) Acknowledgement is subject to realization of Cheque / Demand Draft.

All future communication in connection with this application should be addressed to the Registrar to the Issue KARVY COMPUTERSHARE PRIVATE LIMITED, Plot No's.17-24, VittalRao Nagar, Madhapur, Hyderabad - 500 081, India. Tel: 1-800- 3454001, Fax: +91 (40) 23431551, Email: pfctaxfree@karvy.com, Investor Grievance Email: einward.ris@karvy.com, Website: www.karvy.com, Contact Person: Mr.Murali Krishna, SEBI Registration: INR000000221. Quoting full name of Sole/First Applicant, Application No., Type of options applied for, Number of Bonds applied for under each option, Date, Bank and Branch where the application was submitted and Cheque/Demand Draft Number and Issuing bank.

While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Bank matches with the date stamp on the Acknowledgement Slip.

CK

POWER FINANCE CORPORATION LIMITED : APPLICATION FORMS AVAILABLE AT FOLLOWING LOCATIONS

LEAD MANAGERS TO THE ISSUE
SBICAP SECURITIES LTD Agra: SBICAP Securities Ltd C/O Sbi Main Branch, Chipitola,282001,2252079.Ahmedabad: SBICAP Securities Ltd 4, Nishka Avenue, Opp Pizza Hut, Navrangpura,380009,26561450. 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.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.Bhillai: 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.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.Erode: SBICAP Securities Ltd C/O. Sbi Main Branch, D-48,State Bank Road,638003,4270818.Faridabad: SBICAP Securities Ltd State Bank Of India, 1St Flr, Neelam Chowk, N.I.T,121001,2420209.Ghaziabad: SBICAP Securities Ltd C/O, State Bank Of India,Navyug Marget,201001,2798891.Gurgaon: SBICAP Securities Ltd 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 Room 4, 1St Flr H.No 10-2-199, Nehrunagar, Entrenchment Rd, Marred Pally, Secunderabad,500026,27700135. SBICAP Securities Ltd 1St Floor, Dmc Center, Above State Bank Of India, St. JohnS Road, East Marredpally, Secunderabad,500026,40137725.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.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.Karaikudi: SBICAP Securities Ltd First Floor, C/O. Sbi Karaikudi Branch,,630002,400243.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.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 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 1St Floor, Tulsiani Chembers, Nariman Point,400021,32660218. 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.Nagercoil: SBICAP Securities Ltd C/O Sbi, 14-B, State Bank Road,642001,420737.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.Panchkula: SBICAP Securities Ltd C/O State Bank Of India,Sco - 14, Sector 10,,140109,4010507.Panjim: SBICAP Securities Ltd Sbi, Panaji Main Branch Dayanand Bandodkar Marg Near Hotel Mandovi,403001,3253886.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.Rajkot: SBICAP Securities Ltd 608, Dhanrajni Complex, 6Th Flr, Near Imperial Palace Hotel, Dr Yagnik Road,360001,3043328.Shimla: SBICAP Securities Ltd C/O State Bank Of India, New Building, 2Nd Floor, The Mall,171003,2652726.Sivakasi: SBICAP Securities Ltd Sudar Complex,11, Velayutham Road,,626123,2222077.Surat: SBICAP Securities Ltd 1/580, Pore Street, Nanpura, Opp Sbi,395001,2464888.Udaipur: SBICAP Securities Ltd C/O Sbi, Main Branch, 23/C Madhuban,313001,2420150.Ujjain: SBICAP Securities Ltd C/O Sbi Main Branch, State Bank Building, Budhwariya,,465001,4061476.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. A. K. STOCKMART PRIVATE LIMITED MUMBAI : 30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215 - Nariman Point, Mumbai: 400 021. DELHI : 609, 6th Floor, Antriksh Bhawan, 22 Kasturba Gandhi (K.G)Marg, Connaught Place, New Delhi-110 001 Tel:- 011-23739628,011-47340685, Fax:-011-23739627. KOLKATA : Om Towers, Unit no. 1408, 14th Floor, 32, J.L.Nehru Road, Kolkata-700 071 Tel No.033 22882644, Fax No: 033-22882643. HYDERABAD : 5-9-93/1,Sakhti Sai Complex, 207, 2nd Floor, Chapel Road, Hyderabad 500 001 Tel No.040-66759862 Fax No: 040-23297150 RR EQUITY BROKERS PRIVATE LIMITED New 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 9324804084 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 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, 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

POWER FINANCE CORPORATION LIMITED : COLLECTION CENTRES FOR APPLICATION FORMS*

STATE BANK OF INDIA SBI Ahmedabad : Main Branch (Code301) Bhadra, Ahmedabad District: Ahmadabad GUJARAT 380001; SBI Bhavnagar : Branch (Code1842) Mangal Bhavan Diwanpara Road Bhavnagar District: Bhavnagar GUJARAT 364001; SBI New Delhi : Main Branch (Code691) C Block 11 Parliament Street New Delhi - 110001; SBI R.N.W Hissar : Branch (Code652) Delhi Road, Hissar District: Hisar HARYANA 125001; SBI CB SECUNDARABAD : Branch (Code4031) Flat 101 To 106A,Block-B, Ashok My Home Chambters, SP Road, Secunderabad 500003; SBI Indore : Branch (Code387) Indore District: Indore MADHYA PRADESH 452001; SBI Jamnagar : Branch (Code1816) - District: Jamnagar GUJARAT 361001; SBI Jodhpur : Branch (Code659) High Court Campus- Jodhpur District: Jodhpur RAJASTHAN 342006; SBI Kanpur : Main Branch (Code107) The Mall, Kanpur District: Kanpur UTTAR PRADESH 208001; SBI Spl. Institutional : Branch (Code14524) Samriddhi Bhavan 1 . Strand Road Kolkata WEST BENGAL 700001; SBI Lucknow : Main Branch (Code125) Tara Wali Kothi, Moti Mah Al Marg Lucknow UTTAR PRADESH 226001; SBI Capital Market : Branch (Code11777) Videocon Heritage, Charanjit Rai Marg, Fort Mumbai MAHARASHTRA 400001; SBI Udaipur : Main Branch (Code1533) 23-C, Madhuban, Udaipur, District: Udaipur RAJASTHAN 313001; SBI Baroda : Main Branch (Code324) Mandvi, Baroda District: Vadodara GUJARAT 390017; SBI Gurgaon : Branch (Code1565) Mehrauli Road Gurgaon 122001. HDFC BANK LIMITED Ahmedabad: Astral Tower, Near Mithakhali Six Raod,Navrnagpura, Ahmedabad - 380 009. Aligarh: HDFC Bank Ltd 3-316 Bhalla Complex Ramghat Road Aligarh 202001 (U.P). Bangalore: HDFC Bank Ltd, Cash Management Services Salco Centre, # 8/24, Richmond Road Bangalore. Baroda: 1st Floor, Fortune Tower,Vadodara Stock Exchange Building,Opp. Parsi Agiyari,Sayajigunj,. Bhagalpur: Triveni appartment, Dr. R. P ROAD ,Bhagalpur. Bharuch: HDFC Bank Ltd, 127, Alfa Society ,Link Road. Bhubaneshwar: C111, Business park, 1st Floor, Sahid Nagar. Calicut: HDFC BANK LTD, 3rd floor, Simax Towers, Kannur Road ,Nadakkave. Chandigarh: sco-189-190 Sector 17 c. Chennai: No. 115, Dr. Radhakrishnan Salai, 2nd Floor, Opp. to CSI Kalyani Hospital, Mylapore, Chennai - 600004. Cochin: FIRST FLOOR, PALARIVATTOM 25. Delhi: Fig-Ops 1st Floor, Kailash Bldg. Dhanbad: SRI RAM PLAZA , 1ST FLOOR, BANK MORE DHANBAD. Durgapur: Balai Commercial Complex,3rd Floor. Benachity,Nachan Road. Erode: NO.680,Lotus Enclave,Brough Road,Erode. Hyderabad: WBO 1-10-60/3, III Floor, Suryodaya,Begumpet. Jalandhar: HDFC Bank Ltd., 1st Floor, 911, GT Road, Nr. Narinder Cinema, Jalandhar. Jammu: CB-13, Rail Head Commercial Complex, Gandhi Nagar. Jamnagar: Abhishek3rd Floor ,Saru Section Road,Near Savan appartment,Jamnagar -361008. Kanpur: 15/46, 1st floor, Civil Lines, kanpur-208001. Kolkata: Abhilasha - II, 6 Royd Street (2nd Floor). Kota: 13-14,MAIN JHALAWAR ROAD, Mangalore: Ideal Towers 1st floor , Opp Sharavu Ganapathi Temple , G T road Mangalore -1. Mehsana: Prabhu Complex Nr Rajkamal Petrol Pump, Highway Road,Mehsana 384002. Mumbai: Ground Floor, Maneckji Wadia Building,Nanik Motwani Marg,Near Kala Ghoda,opp Mumbai University,Fort Mumbai- 400 001. Nagpur: 2, Mile Stone Block No 303 & 304, Near Lokmat Square, Wardha Road, Nagpur - 440010, Maharashtra. Panipat: 801/4,OPPS RAILWAY ROAD, G.T ROAD .PANIPAT. Patna: plot no 651 jamal rd patna. Raipur: HDFC BANK LTD, Chawla Towers, Near Bottle House, Shankar Nagar , Raipur, Chhattisgarh 492007. Rajkot: Shivalik - V , 3rd Floor, Gondal Road, Rajkot. Ranchi: 56 ROHINI COMPLEX CIRCULAR ROAD LALPUR RANCHI 834001. Shillong: ANDERS MANSION, POLICE BAZAR,SHILLONG. Shimla: shimla3,JANKIDAS BLDG,shimla. Surendranagar: Middle Point, A Wing, Nr : Milan Cenama, Main Road, Surendranagar. Tirupati: HDFC BANK LTD, 19-8-180,Krishna Arcade, Beside IBP Petrol pump, Near Annamaiah Circle. Valsad: 1st Floor, Ekta Apt, Tithal Road, Valsad. Varanasi: D 58/9a-1k,kush complex sigra varanasi. IDBI BANK LIMITED Agra : IDBI Bank Ltd.,Hall No . H-2, Gr Floor,Padamdeep Tower,G 10/8,Sanjay place,Agra-282002,UP, (562) -2526704; Ahmedabad : IDBI Bank Ltd.,IDBI Complex , Lal Bungalows Off, CG Road, Ahmedabad Pin : 380006, Gujarat , (079)-66072623 ; Allahabad : IDBI Bank Ltd. Jeevan Prakash Building,172A/40, M.G Marg,Civil Lines, Allahabad-211001 ,UP, (0532)-6451901; Aurangabad : IDBI Bank Ltd.,Plot No. 07, Raghbir Chambers,Vidya Nagar,Jalna Road,Aurangabad, Pin : 431003, Maharashtra, +91(240) 2452440/1; Bangalore : IDBI Bank Ltd.,IDBI House, 58 Mission Road,Bangalore Pin : 560027, Karnataka , 91 (80) 2290447; Bareilly : IDBI Bank Ltd.,146 Civil Lines,Circuit House,Chouraha.,Bareilly Pin-243001,UP, 0581-2510399; BELGAUM : IDBI Bank Ltd, 3493/ 1B College Road Belgaum - 590001, 0831 - 2405000 / 01; Bhilai : IDBI Bank Ltd.,New Era, 19, Priyadarshni Parisar,Nehru Nagar Square,Bhilai Pin : 490020, Chhattisgarh, (0788)-2292158; Bhilwara : IDBI Bank Ltd., CMS Desk, 43, Rajendra Marg, Bhopalganj, Bhilwara - 311 001, Rajasthan., 01482-239004/5; Chennai : IDBI Bank Ltd, PM Towers, 37, Greams Road ,Chennai Pin : 600006 , Tamil Nadu, (044)-24301731; Gwalior : IDBI Bank Ltd, Chamber Bhavan SDM Road, Gwalior - 474009, 0751-2436747,2436745 / 710; GHAZIABAD : IDBI BANK LTD,C-78, Sudesh Plaza,Raj Nagar, District Centre, Raj Nagar,Ghaziabad Pin : 201002,Uttar Pradesh, +91 (120) 2755409 / 2755410; Gorakhpur : IDBI Bank Ltd., CMS Desk 7, Park Road,Gorakhpur Uttar Pradesh - 273001, 0551-6453470,2200311; Guwahati : IDBI Bank Ltd.,Satyen Niwas, Opp. Sukleshwar Mandir,M.G. Road, Pan Bazar, Guwahati Pin : 781001, (0361)-2730492; JALGAON : IDBI Bank Ltd.Khandesh Mills Complex,Nehru Chowk, Jalgaon Pin : 425001, Maharashtra , 0257 2229962; Jamnagar : IDBI Bank Ltd.,Ground floor,Khandelwal Complex,12 Patel Colony P . N. MARG, Jamnagar Pin : 3610008 , (0288)-2751181; Kolkata : IDBI BANK LTD, 44, Shakespeare Sarani, Kolkata-700017, West Bengal, 033-66337772/ 033-66338866; Lucknow : IDBI Bank Ltd.,UPCB Bldg.,2 MG Road,Lucknow,Pin:226001, (0522)-2619915; Mumbai (Controlling Branch) : IDBI BANK LTD,Mittal Court, A Wing,2nd Floor,CMS Dept.,Nariman Point,Mumbai-400021,Maharashtra, +91 (22) 66588187/264; Meerut : IDBI Bank Ltd., Neel Kamal Building, 367,Shivaji Road, Eves Crossing,Meerut Pin : 250001,UP, (0121)- 4019600; Mysore : IDBI Bank Ltd., Anand Archade, MIG- 11, V.M. Double Road, Saraswathipuram, Kuvempunagar, Mysore Pin : 570009, Karnataka, (0836)-2285906; Nashik : IDBI Bank Ltd.,A-1& 2 Prathamesh ,Thatte Nagar,Gangapur Road,Nashik Pin : 422005,Maharashtra, 0253-2570418,2583406; NEW DELHI : IDBI Bank Ltd.,Surya Kiran Building,Ground Floor,19 K G Marg, New Delhi Pin : 110001, (011)-26499680; Patiala : IDBI Bank Ltd.,10,Chotti Baradari,The Mall,Patiala Pin : 147001,Punjab, (0175)- 5005379; Raipur : IDBI Bank Ltd., Singhania House, Civil lines, Opp Museum, Raipur Pin : 492001 ,Chhattisgarh, (0771)4044972; Rajahmundry : IDBI Bank Ltd, 46-22-11 K.S.R.Complex, Danavaipeta, Rajahmundry - 533103, 0883-6573500; Solapur : IDBI Bank Ltd.,CS No. 5 / 2, South Kasaba, Damani Shopping Complex, Near Central Talkies, Solapur - 413007 - Maharashtra., (0217) - 2351000; Sivakasi : IDBI Bank Ltd., CMS Desk, New No. 36F, Old No.106, Velayutham Road, Virudhunagar Dist, Sivakasi - 626123 - Tamil Nadu, 04562-225402; Ujjain : IDBI Bank Ltd, Hotel Ashray 77, Devas Road Ujjain - 456010, 0734-2526132,2526133; ICICI BANK LIMITED Ahmedabad - ICICI Bank Ltd. JMC House, Opp. Parimal Gardens,Opp Parimal Garden, Ambawadi, Ahmedabad 380 006; Agra - ICICI Bank Ltd, No. 6,8- 13,Ground Floor , Shanta Tower, Sanjay Place, Agra 282002; Amritsar - ICICI Bank Ltd, 361, M.C International The Mall, Amritsar - 143001, Punjab Bangalore - ICICI Bank Towers, 1, Commissariat Road, Ground Floor, 560025; Belgaum - ICICI Bank Ltd, Shree Krishna Towers, #14, Khanapur Road, RPD Cross, Tilakwadi, Belgaum 590006; Bhopal - ICICI Bank Ltd, Plot No. 11, Zone II, Alankar Palace Near Pragati Petrol Pump, M. P. Nagar, Bhopal 462011; Bhubaneshwar - ICICI Bank Ltd., OCCF Building, Opp Sriya Talkies, Unit - III, 751001; Chandigarh - ICICI Bank Ltd.,SCO 9-10-11, SECTOR 9-D. 160017; Chennai - ICICI Bank Ltd, 110, Prakash Presidium, Uthamar Gandhi Salai, (Nungambakkam High Road), 600034; Faridabad - ICICI Bank Ltd., Booth No. 104-105, District Centre, Sector 16, Faridabad- 121007, Haryana ;Gurgaon - ICICI Bank Ltd, SCO 18 & 19, HUDA Shopping Centre, Sector-14, Market Complex, Gurgaon 122001; Guwahati - ICICI Bank Ltd, Ground Floor, Shanti Complex, G S Road, Bhangagarh, Guwahati 781005; Hubli - ICICI Bank Ltd, Eureka Junction, Travellers Bungalow Road, Hubli - 580029 Hyderabad - ICICI Bank Ltd., 6-2-1012, TGV Mansions, Opp. Institution of Engineers, Khairatabad, 500004, door no 74 & 75 Vinayak nagar Gachbowli main road Gachibowli, 500032; Indore - ICICI Bank Ltd.,4, Chhoti Khajrani, Malav Parisar, A-B road, Indore, MP Pin 452 008; Jaipur - ICICI Bank Ltd, C-99, Shreeji Towers, Subhash Marg, Near Ahimsa Circle, C Scheme, 302001; Kanpur- J.S Towers, 208001; Kolhapur - Ground Floor, Vasant Plaza, Rajaram Road, Rajarampuri, 416001; Kolkata - ICICI Bank Ltd., 22, R N Mukherjee Road, 700001; Lucknow - ICICI Bank Ltd, Shalimar Tower, 31/54 M.G. Marg, Hazratganj, Lucknow 226001; Ludhiana ICICI Bank Ltd, S.C.O. 146 / 147, Feroze Gandhi Market, Ludhiana - 141001 ; Mumbai 30,Mumbai Samachar Marg, Fort- 400001;New Delhi - ICICI Bank Ltd - 9A, Phelps Building, Inner Circle,Connaught Place, 110001; Noida - ICICI Bank Ltd., K-1, Senior Mall, Sector 18, 201301, , Pondicherry - ICICI Bank Ltd, 47, Mission Street, Pondicherry 605001; Pune - A-Wing, Shangrila Gardens, Bund Garden Road, 411001. Rajkot - ICICI Bank Ltd., Jai Hind Press annexe, Opp. Shardabaug, Babubhai Shah Marg, 360001;Vadodara - ICICI Bank Ltd., Landmark Building, Race Course Circle, Alkapuri, 390007; KOTAK MAHINDRA BANK LIMITED Ahmedabad:Kotak Mahindra Bank Ltd. Ground Floor,ChandanHouseopp. AbhijeetIii,NearMithakali Six Roads,Navrangpura, Ahmedabad - 380006, Tel:079-66614800 Amritsar:Kotak Mahindra Bank Ltd. 10 , Kennedy Avenue, The Main Mall Road, Amritsar 143001, Tel:0183-5002950 Anand:Kotak Mahindra Bank Ltd. P.M.Chambers, Mota Bazar, Vallab Vidya Nagar, Anand - 388120, Tel:02692229993/94 Bhavnagar:Kotak Mahindra Bank Ltd. Bhavna Construction Company, Plot No 2108 /A, G.R.Sterling Centre, Waghwadi Road, Bhavnagar - 364001, Tel:0278-6452201Bhopal:Kotak Mahindra Bank Ltd. 214, BhagwanComplex,Zone 1 , M P Nagar,Bhopal, Bhopal, 462016, Tel:0755-4061007 Chandigarh:Kotak Mahindra Bank Ltd. Sco 153-154-155, Madhya Marg, Sector 9 -C, Chandigarh - 160009, Tel:0172- 5008619 ; Chennai:Kotak Mahindra Bank Ltd. Capitale,Ground Floor,555, Anna Salai,Chennai - 600018, Tel:044- 42040211 Coimbatore:Kotak Mahindra Bank Ltd. 727, Avinashi Road, Skanda Square, Coimbatore - 641018, Tel:0422-4506505 Hyderabad/SecundBad:Kotak Mahindra Bank Ltd. Pavani Jewel Tower,GroundFloor,Somajiguda,Hyderabad - 500089, Tel:040-66755036; Jamshedpur:Kotak Mahindra Bank Ltd. Gayatri-Enclave,-K.-Road,-S.-Town-Bistupur,-Jamshedpur-831001, Tel:0657-6621809 Kanpur:Kotak Mahindra Bank Ltd. 17/03, The Mall, Meghdoot Hotel Building, Kanpur - 208001, Tel:0512-3067864Kolkata:Kotak Mahindra Bank Ltd. Apeejay House 15, Parkstreet ,Kolkatta - 700016, Tel:033- 44011974Lucknow:Kotak Mahindra Bank Ltd. 3Gf, Speed Building, Shahanazaf Road, Lucknow - 226001, Tel:0522-4038214 Ludhiana:Kotak Mahindra Bank Ltd. Sco 120, Ground Floor, Feroze Gandhi Market,Ludhiana 141001, Tel:0161-5055200 Madurai:Kotak Mahindra Bank Ltd. 1-Awest-Perumal-Maistry-Streetmadurai-Madurai625001, Tel:0452-4232008/09 Mumbai:Kotak Mahindra Bank Ltd. 5 C/II, Mittal Court 224, NarimanPoint,Mumbai - 400001, Tel:91-22-66563408 Nagpur:Kotak Mahindra Bank Ltd. Ground Floor, 345, Shree Mohini Complex, Kingsway, Nagpur - 440001, Tel:0712-6620801/6620807 New Delhi/Delhi:Kotak Mahindra Bank Ltd. Ground Floor, Ambadeep,14, K.G. Marg, New Delhi-110001, Tel:011-43543659/011-43543672Patna:Kotak Mahindra Bank Ltd. Shop No 3,4,5Ahmad Husain Complexexhibition Road , Gandhi Maidanpatna800001, Tel:0612-6451069-71 Rajkot:Kotak Mahindra Bank Ltd. Nath Complex, Ground Floor, Near Race Course, Dr. Yagnik Road, Rajkot - 360007, Tel:0281-6622607 Surat:Kotak Mahindra Bank Ltd. Ground Floor, Kotak House, Kg Point, GhodDod Road, Surat - 395007, Tel:0261-6679027 Vadodara:Kotak Mahindra Bank Ltd. Panorama Building, R.C. Dutt Road, Alkapuri, Vadodara - 390015, Tel:0265-6620351/352/353/357 AXIS BANK LIMITED Ahmedabad : Trishul, Opposite Samartheshwar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006, Gujarat, 079 - 55306161 / 55306102 ; Ajmer : AMC No.481-485/10,Kutchery Road, India Motor Circle, Ajmer 305 001, Rajasthan, 0145 - 5101451 / 61 / 81; Allahabad : 28B, Civil Station, M.G. Marg, Civil Lines, Allahabad 211 001, Uttar Pradesh, 0532 - 2421845 / 46 / 47; Asansol : Purbasha Banquet Hall, Apurba Complex, Apcar Garden, Sen Raleigh Road, Asansol 713 304, (0341)2254619 / 2254620; Bangalore : No. 9, M. G. Road, Block A, Bangalore 560001, (080)5559555 / 444; Chennai : 82, Dr.Radhakrishnan Salai, Mylapore, Chennai 600 004, (044) 8111085 / 86 / 88 / 89; Cuttack : Jayashree Plaza, 34, Dolamondai, Badambadi, Cuttack 753 009, (0671)335605 / 6; Dehradun : Shri Ram Arcade, 74 (New No.250/466), Rajpur Road, Dehradun 248001, Uttarakhand , (0135) 2741398/2742794; Gandhidham : Plot No.349, Sector 12/B, Gandhidham 370201, Kachchh District, Gujarat, (02836)234776 / 235142 / 235026; Hissar : Sco No. 177, Commercial Urban Estate, No.1, Hissar 125 001, Haryana, (01662)227442 / 227448; Hyderabad : 63-879/B, G. Pulla Reddy Bldg., First Floor, Begumpet Road, Hyderabad 500 016, (040) 23405182 / 5185 / 3415186; Indore : Kamal Palace, 1, Yeshwant Colony, Y N Road, Indore 452003, (0731) 429 5207, 206 Mobile # 9981177172; Jaipur : O-15, Green House, Ashok Marg, C-Scheme, Jaipur 302 001, (0141) 4061119 / (0141) 5111 222; Jallandar (Jalandhar) : SCO 30-31, Guru Ram Dass Divine Tower, Opp Mini Secretariate, Ladowali Road, Jalandhar, Punjab 144 001, (0181) 4633970/ 71(0181) 4622082 (D)/ 08054701551; Jodhpur : Ground Floor and First Floor, Prince Tower, Plot No. 654, Residency Road, Jodhpur, Rajasthan 342003, (0291) 2647622/ 44 ; Karaikudi : 15/1 Shanmugaraja Road, Behind New Court, Karaikudi, Dist. Sivaganga, Tamil Nadu, Pin 630001, (04565) 226430/ 431; Mumbai : Universal Insurance Bldg., Ground Floor, Sir. P. M. Road, Fort, Mumbai 400 001, (022)283 5782 / 84 / 87; Nagercoil : Thayammal Harris Towers, No. 42, Court Road, Nagercoil 629 001, Kanyakumari District , (04652) 220 937 / 938 / 940; New Delhi : Statesman House 148, Barakhamba Road, New Delhi 110 001, (011)3311047 / 50 / 51; Panjim : Sidarth Bandodkar Bhavan, P. Shirgaonkar Road, Panaji, Goa 403 001, (0832) 2234096 - 98; Patna : Lok Nayak Jay Prakash Bhawan, Dak Bungalow Crossing, Patna 800001, Bihar, 94310 21846; Rajkot : Titan, Near K K V Circle, Kalawad Road, Rajkot - 360 005, (0281) 6695999 / 6695901; Ranchi : Shamdhu Complex, Old H.B. Road, Near Firayalal Chowk, Ranchi, Jharkhand, Pin 834001 , (0651)301038 / 039 / 210170; Rohtak : Shop No. 1, Munjal Complex, Delhi Road, Rohtak 124 001, Haryana, (01262)246466 / 268465; Siliguri : Spectrum House, Sevoke Road, Siliguri 734 001, West Bengal, (0353)-6452195/2640303; Sivakasi : # 64, N R K R, Rajarathnam Street, Sivakasi 626 123,Tamil Nadu, (04562)442706 / 7 / 272705; Surat : Digvijay Towers, Opp. St. XavierS School, Ghod Dod Road, Surat - 395 001, (0261)2663124 / 3217 / 3120; Tirupur : 3, Court Street, Tirupur 641 601, Coimbatore District, Tamil Nadu, (0421)2237211 / 2237212; Udaipur : Taltali House, Central Road, Udaipur, South Tripura, PS R.K. Pur, Tripura, Pin 799120 ; Ujjain : Ground Floor, Hotel Ashray, 77, Dewas Road, Ujjain 456 010, Madhya Pradesh, (0734) 252 5301 / 02 / 03 ; Vapi : Hotel Fortune Galaxy Complex, Commercial Plot No. C7/67, P.N.H. No. 8, Near Koparli Road, G.I.D.C. Vapi 396 195, District Valsad, Gujarat, (0260) 2435208, 6616600; Varanasi : C-19/134, M-B, Ground & First Floor, Shastri Nagar, Sigra, Varanasi 221 002, Uttar Pradesh, 0542-2227395/6/7/8/; Gandhinagar : Gandhinagar Milk Consumer Cooperative union, Plot no 436 , sector 16, Gandhinagar-079-23243274; Calicut(Kozi) : Ground Floor, Marina Mall, YMCA Cross Road, Calicut , Kerala, Pin 673001, (0495) 4040242 /8086001361 ; Panchkula : SCO 10, Sector 10, Panchkula, Haryana 134 109, 0172-4642200; Noida : B2-3 Sector 16 , Noida, 0120-2510751 DHANLAXMI BANK LIMITED Ahmedabad - Dhanlaxmi Bank, 3, Motilal Chambers , Income Tax Circle, ,Near Sales India, Ashram Road ,143- Ahmedabad ,Ahmedabad Dist, Gujarat - 380 009. Contact: 079 - 64502690 , 64502692, 64502694; Bangalore #11, 1st Cross, B. B. Naidu Road, Gandhinagar, 1st Cross, Bangalore 560009. Contact: 80 - 64548688/89/90"; Bhopal - Dhanlaxmi Bank , Ground Floor, Vnv Plaza, Plot No:6, , Zone -2, Maharana Pratap Nagar , Bhopal ,Madhya Pradesh - 462 011. Contact: 0755 - 6459927, 6459937; Calicut/Kozhikode - 17/1341 H,C M Mathew Tower, Ram Mohan Road, Chinthavaluppu, Kozhikode -673004 Contact: 0495 - 6453463, 6453465, 6453466; Chandigarh Gr. Floor, Rai Building, Sco 93&94, Sector - 17 B&C, Near K C Cinema, Chandigarh 160017. Contact: 0172 - 6538924/ 25/ 26; Chennai - Dhanlaxmi Bank Ltd, P.B.No.359 , 104 & 107,Om Sakthi Towers ,Mount Road, ,Anna Salai, Chennai ,Tamil Nadu - 600 002. Contact: 044-64530014 / 119 / 124; Erode - Dhanlaxmi Bank Ltd, D.No.523, Nethaji Road, Erode, Erode Dist, Tamil Nadu - 638 001. Contact: 9244943012, 9244943013, 9244943014, 2240700; Gurgaon - Dhanlaxmi Bank, Ground Floor, Sco 17, Sector - 14, Gurgaon, Haryana 122001. Contact: 0124 - 6462185, 6462186, 6462187; Hyderabad - 23/A, Sai Sushma Homes, Main Road, S.R. Nagar, Opp. S R Nagar Police Station Hyderabad - 500 038. Contact: 040-64636991/ 992/993; Kochi / Ernakulam - Dhanlaxmi Bank, 32/2383, Kmm Building, Opposite Kseb ,S N Junction , 38- Palarivattom ,Ernakulam Dist ,Kerala - 682 025. Contact: 0484-6453447 ,6453441; Kolkata Ideal Plaza, Ground Floor, 11/1, Sarat Bose Road, 154- Kolkata, West Bengal - 700 020. Contact: 033 22815100; Madurai Dhanlaxmi Bank Ltd, Lic Building, No.3, West Marret Street, Near Madurai Railway Junction ,Madurai , Tamil Nadu 625001. Contact: 0452 - 6548223, 6548225, 6548226; Mangalore Dhinda Chambers,Ground Floor, No.5-5-301/3, Kodialbail, M G Road, Opp S B M Law College, 70- Mangalore, Karnataka - 575 003. Contact: 0824-6450741/59/52; Mumbai - The Dhanlaxmi Bank, Ground Floor, Janmabhoomi Bhavan,Plot 11-12 ,Janmabhoomi Marg ,144- Fort, Mumbai ,Maharashtra - 400 001. Contact: 022-22022535; New Delhi - Dhanlaxmi Bank, 16/15, W.E.A., J.S.Plaza , Arya Samaj Road , Karol Bagh, New Delhi - 110 005. Contact: 011- 64508887, 64507036, 64506070, 64509992, 64505419, 64508708; Panaji Ground Floor, Behind Hotel Fidalgo, M.G. Road, Panaji, Goa 403001. Contact: 0832-6451286; Pune The Dhanlaxmi Bank, Ground & 1st Floor, Radiant Arcade, M. G. Road (East Street), Pune 411001. Contact: 020 - 6400105, 6400106; Surat - 142, 3rd Floor, The Surat, Vankar Sahakari Singh Building, Opp Reshamwala Market Ring Road, 142-Surat, Surat District, Gujurat 395003. Contact: 0261-4007361; Tirupati- Dhanlaxmi Bank , Plot No.3, Tuda Lay Out , Rc Road, Tirupati ,Andhra Pradesh - 517 501. Contact: 0877 - 6451643, 6450564, 6450974; Trichur Dhanlaxmi Bank, Ground Floor, Dhanalakshmi Complex, 4 Pushpagiri, Dlb Bhavan, Punkunnam, Thrissur, Kerala 680 002. Contact: 0487 - 6453956, 6453957, 6454011; Vijayawada Dhanlaxmi Bank, 27-1-139, Eluru Road, Opp.Ima Hall Vijayawada, Andra Pradesh - 520 002. Contact: 0866 - 6453331, 6455071, 6455460; Visakhapatnam Dhanlaxmi Bank, Vip Road, Cbm Compound, Vishakapatnam, Andra Pradesh - 530 003. Contact: 0891-6456492, 6456495, 6456497 INDUSIND BANK LIMITED Agra (Uttar Pradesh): Block No.48/6, Ground floor, Puneet Vrindavan Building Sanjay Place, Agra 282002, Tel: 0562 3018380 / 3018390 / 3018420; Ahmedabad (Gujarat): World Business House, M. G. Road Nr. Parimal Garden, Ellis Bridge Ahmedabad - 380 015, Tel: 079 26426104 8 26560401; Bangalore (Karnataka): Ground Floor, Centenary Building, No. 28, M. G. Road, Bangalore 560 001, Tel: 080 6546 2881, 2559 2309; Bhavnagar (Gujarat): Shop Nos 1 to 7 and 13, Madhav Hills Waghawadi Road, Bhavnagar 364 002, Tel: 0278-2512055 / 2011, 2512088; Bhubaneshwar (Orissa): No. 78, Janpath, Kharavela Nagar, Unit III, Bhubaneshwar 751 001; 0674-2536124/ 6125, 2535191; Chennai : (Tamil Nadu) No.3 Village Road Nungambakkam, Chennai - 600 034 Tel: 044 4596 2500 / 01 / 02 / 03 4596 2510; Coimbatore : (Tamil Nadu) 652-662, Tristar Towers Avanashi Road, Coimbatore 641 037, Tel: 0422 2223572 / 0738 / 0551 / 0273 / 0550 / 2790, 2221770; GANDHINAGAR : GF, Unit no. 14, Suman City, Plot no. 17, Sec 11, Gandhinagar 382 0110. Tel: 079 23240596-7 / 84 / 85 / 86; Hyderabad : (Andhra Pradesh) 1-8-448, Sardar Patel Rd.Begumpet, Secunderabad 500 003, Tel: 040-2790 7660 / 64 / 65 / 4663 27907673; Jaipur : (Rajasthan) Sangam Complex, Gr.Flr.Church Road, Jaipur 302 001, Tel: 0141 2387301-05 2387084; Jamnagar : (Gujarat) Shivam Complex, Teen Batti, Opp. Badri Complex, Jamnagar -361 001, Tel: 0288 2664322 / 5760 2664321; Jodhpur : (Rajasthan) Showroom No. 3&4, Olympic Tower Bldg., Station Road, Jodhpur 342 003, Tel: 0291-510 2288 / 2289 / 6990, 5105662; Kochi/Ernakulum : (Kerela) : Gowrinarayan, (Opp. to New Jayalakshmi Silks), 40/8399, 8400, M. G. Road, Kochi 682035 Tel: 0484 2360888 (4 lines), 442 2288, 236 0720 / 0775 2382222; Kolkata (West Bengal) : Savitri Towers, 3A, Upper Wood Street, Kolkata 700 017, Tel: 033-30212400 / 01 (30 lines), BH - direct 22896204, Head Ops direct 22896205 22896206, Mumbai (including Thane) : (Maharashtra) Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai 400 001, Tel: 022 66366580 83 66366590 / 87; Nagpur (Maharashtra) : Shri Swami Plaza, 97, East High Court Road, Ramdas Peth, Nagpur 440 010 Tel; 0712 2547456, 2534188 2547547; New Delhi (New Delhi) : Dr. Gopal Das Bhawan28, Barakhamba Road, New Delhi - 110 001, Tel: 011 23738040 / 8408 / 8407 23738041; Rajkot (Gujarat) : Pick Point,I Floor,Dr Yagnik Road, Near Vivekananda Statue, Rajkot - 360 001, Tel: 0281 2461893 / 94, 2461892; Surat (Gujarat) : G-2, Empire State Bldg., Near Udhana Darwaja, Ring Road, Surat 395 002, Tel: 0261 2366823 / 24 / 27 / 30 2346469; Visakhapatnam (Andhra Pradesh) : CDR Hospital, A. S. Raja Complex Waltair Main Road, Visakhapatnam 530 002, Tel: 0891 2702202 / 198, 2512721

* NRI APPLICANTS SEEKING ALLOTMENTS OF BONDS IN PHYSICAL MODE SHALL SUBMIT THEIR APPLICATIONS ONLY AT THE FOLLOWING LOCATIONS AHMEDABAD, BANGALORE, CHANDIGARH, CHENNAI,DELHI, HYDERABAD, KOLKATA, KOCHI, MUMBAI.

POWER FINANCE CORPORATION LIMITED

IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS Applicants are advised to read the Shelf and Tranche Prospectus-1 dated December 23, 2011 (Prospectus) filed with Registrar of Companies and the general instructions contained in this application form carefully and to satisfy themselves of the disclosures before making an application for subscription. Unless otherwise specified, all the terms used in this Application Form have the same meaning as in the Prospectus. For a copy of the Prospectus, the applicant may request us and/or the Lead Managers. Further investors are advised to retain the copy of the Prospectus/Abridged Prospectus for their future reference. Please fill in the Form in English using BLOCK letters. Investors should carefully choose the Series of Bonds they wish to apply for. Please refer to Terms of the Issue in the Prospectus for details. TERMS OF THE ISSUE : The Bonds being offered as part of the Issue are subject to the provisions of the SEBI Debt Regulations, the Companies Act, CBDT Notification No. 52/2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche Prospectus, the Application Form, the terms and conditions of the Trustee Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the GoI /BSE/RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the Bonds. 1. Authority for the Issue : The GoI, by virtue of power conferred upon it under Section 10(15)(iv)(h) of the Income Tax Act, 1961, has issued Notification No. 52/2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011 authorising PFC to issue the said Bonds upto an aggregate amount of ` 5,000crores during the financial year 2011-12. PFC shall issue the Bonds upto an aggregate amount of ` 4033.13 crore through this issue during the financial year 2011-12 out of the amount of ` 5,000 crores, as approved by its Board vide its resolution dated September 28, 2011. The Company has already raised Tax Free Bonds through private placement for a sum of ` 966.87 crores till date, hence the public issue for balance amount of ` 4033.13 crores. 2. Issue and Status of Bonds : 2.1. Public Issue of Tax free, Secured Redeemable Non Convertible Bonds in the nature of Debentures having tax benefits under Section 10(15) (iv) (h) of the Income Tax Act, 1961 not exceeding ` 4033.13 crores at par in one or more tranches in the financial year 2011-12. 2.2. The Bonds shall be secured pursuant to a Debenture Trust Deed and underlying security documents. The Bondholders are entitled to the benefit of the Debenture Trust Deed and are bound by andare deemedtohave notice of all the provisions of the Debenture Trust Deed. PFC is issuing the Bonds inaccordance with the Notification No. 52/ 2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011 issued by CBDT. 2.3. The Bonds are issued in the form of tax-free, secured, redeemable, non-convertible bonds in the nature of debenture and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by creating a charge on the book debts of the company and/or identified immovable property by a first /pari passu charge, as may be agreed between the Company and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed. The claims of the Bond holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements and shall rank pari passu to the claims of the secured creditors of PFC secured against the aforesaid assets/properties. 3. Form, FaceValue, Title and Listing etc : 3.1.1. Form of Allotment : The Allotment of the Bonds shall be in a dematerialized form as well as physical form. PFC has made depository arrangements with CDSL and NSDL for the issuance of the Bonds in dematerialized form, pursuant to the tripartite agreement dated April 26, 2006 among PFC, CDSL and the Registrar to the Issue and the tripartite agreement dated May 16, 2006 among PFC, NSDL and the Registrar to the Issue (collectively, Tripartite Agreements). PFC shall take necessary steps to credit the Depository Participant account of the Applicants with the number of Bonds allotted in dematerialized form.The Bondholders holding the Bonds in dematerialised form shall deal with the Bonds in accordance with the provisions of the Depositories Act, 1996 (Depositories Act) and/or rules asnotified by the Depositories from time to time. 3.1.2. The Bondholders may rematerialize the Bonds issued in dematerialized form,at any time after Allotment, in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time. 3.1.3. In case of Bonds issued in physical form,whether on Allotment or on rematerialization of Bonds Allotted in dematerialized form,PFC will issue one certificate for each Series of the Bonds to the Bondholder for the aggregate amount of the Bonds that are held by such Bondholder (each such certificate, aConsolidated Bond Certificate). In respect of the Consolidated Bond Certificate(s), PFC will,on receipt of a request from the Bond holder with in 30 day so such request,split such Consolidated Bond Certificate(s) into smaller denominations in accordance with the applicable regulations/rules/act, subject to a minimum denomination of one Bond. No fees will be charged for splitting any Consolidated Bond Certificate(s)and any stamp duty, if payable,will be paid by the Bondholder.The request to split a Consolidated Bond Certificate shallbe accompanied by the original Consolidated Bond Certificate(s) which will, on issuance of the split Consolidated Bond Certificate(s), be cancelled by PFC. 3.2. FaceValue: The face value of each Bond is ` `1,000.; 3.3. Title: 3.3.1. In case of: i) Bond sheld in the dematerialized form, the person for the time being appearing in the register of beneficial owners maintained by the Depositories; and ii) Bonds held in physical form, the person for the time being appearing in the Register of Bond holders as Bond holder, shall be treated for all purposes by PFC, the Debenture Trustee, the Depositories and all other persons dealing with such persons the holder there of and its absolute owner for all purposes whether or not it is over due and regard less of any notice of owner ship, trust or any interest in it or any writing on, the or loss of the Consolidated Bond Certificate issue dinre spect of the Bonds and no person will be liable for so treating the Bond holder. 3.3.2. No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or the register of beneficial owners, maintained by the Depositories and/or PFC or the Registrar to the Issue prior to the Record Date. In the absence of transfer being registered,interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of Bond holders maintained by the Depositories and/or PFC and/or the Registrar to the Issue, as the case may be. In such cases, claims, if any, by the purchasers of the Bonds will need to be settled with the seller of the Bonds and not with PFC or the Registrar to the Issue. 3.4. Listing: The Bonds will be listed on BSE. BSE has given their in-principle listing approval vide its letter no. DCS/SP/PI-BOND/04/11-12 dated December 23, 2011. The Designated Stock Exchange for the Issue is BSE. 3.5. Market Lot: The Bonds shall be allotted in physical as well as dematerialized form. As perthe SEBI Debt Regulations, the trading of the Bonds shall be in dematerialised form only. Since, the trading of Bonds is in dematerialized form, tradable lot is one Bond (MarketLot). For details ofAllotment, please refer Issue Structure beginning on page 31 of the Tranche Prospectus-1. 3.6. Procedure for Rematerialization of Bonds: Bondholders who wish to hold the Bonds in physical form, after having opted for allotment in dematerialised form may do so by submitting are quest to their Depository Participant, in accordance with the applicable procedure stipulated by the Depository Participant. 4. Transfer of the Bonds, Issue of Consolidated Bond Certificates, etc.: 4.1. Register of Bondholders :PFCshall maintain at its registered office or such other place as permitted by section 152A of the Companies Act, a Register of Bondholders containing such particulars of the legal owners of the Bonds. Further, the register of beneficial owners maintained by Depositories for any Bond in dematerialized form under Section11of the Depositories Act shall also be deemed to be a Register of Bondholders for this purpose. 4.2. Transfers: 4.2.1. Transfer of Bonds held in dematerializedform: In respect of Bonds held in the dematerialized form, transfers of the Bonds may be effected, only through the Depositories where such Bonds are held, in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time. The Bondholder shall give delivery instructions containing details of the prospective purchasers Depository Participants account to his Depository Participant. If a prospective purchaser does not have a Depository Participant account, the Bondholder may rematerialize his or her Bonds and transfer them in amanner as specified in 4.2.2 below. 4.2.2 Transfer of Bonds in physical form: The Bond smay be transferred by way of a duly executed transfer deed or other suitable instrument of transfer as may be prescribed by PFC for the registration of transfer of Bonds. Purchasers of Bonds are advised to send the Consolidated Bond Certificate to PFC or to such persons as may be notified by PFC from time to time. If a purchaser of the Bonds in physical form intends to hold the Bonds in dematerialized form, the Bonds may be dematerialized by the purchaser through his or her Depository Participant in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time. 4.3. Formalities Free of Charge: Registration of a transfer of Bonds and issuance of new Consolidated Bond Certificates will be effected without charge by or on behalf of PFC, but on payment (or the giving of such indemnity as PFC may require) in respect of any tax or other governmental, charges which may be imposed in relation to such transfer, and PFC being satisfied that the requirements concerning transfers of Bonds, have been complied with. 4.4. Debenture Redemption Reserve (DRR): Pursuant to Regulation 16 of the SEBI Debt Regulations and Section 117C of the Companies Act, any company that intends to issue debentures to create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. Further, the Ministry of Company Affairs (MCA) has, through its circular dated April 18, 2002, specified that public financial institutions shall create a DRR to the extent of 50% of the value of the debentures issued through public issue. Accordingly, the Company shall create DRR of 50% of the value of Bonds issued and allotted in terms of the Tranche Prospectus(es), for the redemption of the Bonds. The Company shall credit adequate amounts to the DRR from its profits every year until the Bonds are redeemed. The amounts credited to the DRR shall not be utilized by the Company for any purpose other than for the redemption of the Bonds. 5. Application Amount : The Bonds are being issued at par and full amount of face value per Bond is payable on application. Eligible Applicants can apply for any amount ofthe Bonds subject to a minimum application size of Ten Bonds, across any of the Series(s) and in multiples of five Bonds thereafter. The Applicants will be allotted the Bonds in accordance with the Basis of Allotment. 6. Deemed Date of Allotment : Deemed Date of Allotment shall be the date on which the Board of Directors of the Company or any Committee thereof approves the Allotment of the Bonds for each Tranche Issue. All benefits under the Bonds including payment of interest will accrue to the Bondholders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment. 7. Subscription : 7.1 Period of Subscription : The Issue shall remain open for the period mentioned below: Issue Opens on : Friday, December 30, 2011 Issue Closes on : Monday, January 16, 2012 GENERAL INSTRUCTIONS The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days i.e. till January 2, 2012) or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of Directors/ Committee of the Company. In the event of such early closure of the subscription list of the Issue, our company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.Further, Allotment shall be on first come first serve basis, with Issuer Company having the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed. 7.2 Underwriting : The Issue is not underwritten. 7.3 MinimumSubscription : In terms of the SEBI Debt Regulations, an issuer undertaking a public issue of debt securities is required to disclose the minimum amount of subscription that it proposes to raise in the Issue in the offer document. In the event that an issuer does not receive the minimum subscription disclosed in the offer, all application monies received in the public issue are required to be refunded forthwith. There is no minimum subscription amount for the issue. 8.Interest; 8.1 Interest: Tranche-1 and Series-I and Tranche-1 and Series-II Bonds shall carry interest at the coupon rate of 8.20% and 8.30% p.a. respectively, payable annually. The interest shall be payable on the fifteenth day of October of every year. The first interest payment date shall be on October 15, 2012 for the period commencing from deemed date of allotment to October14, 2012. The last interest payment shall be made at the time of redemption of bonds for balance tenure of the bonds. Interest is payable to the bondholders as on the relevant record date. standing on the Bonds. 8.3. Intereston Application Money 8.3.1. Interest on application monies received which are used towards allotment of Bonds: We shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom Bonds are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of banking of the application (being the date of submission of each application as duly acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of coupon rate of 8.20% per annum and 8.30% per annum for Tranche 1 Series 1 and Tranche 1 Series 2 Bonds respectively. We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the applicants. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the applicant, to the sole/first applicant. 8.3.2. Interest on application monies received which are liable to be refunded : We shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the SEBI Debt Regulations, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 5% per annum. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched/credited (in case of electronic payment) along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/ first applicant. Provided that, notwithstanding anything contained hereinabove, PFC shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. Please refer to Rejection of Application at page57 of the Tranche Prospectus-1. 9. Redemption: 9.1 The face value of the Bonds will be redeemed at par, on the respective Maturity Dates of each of the Bond Series. 9.2. Procedure for Redemption by Bondholders: The procedure for redemption is set outbelow: 9.2.1. Bonds held in electronic form: No action is required on the part of Bondholders at the time of maturity of theBonds. 9.2.2. Bonds held in physical form: No action will ordinarily be required on the part of the Bondholder at the time of redemption, and the Maturity Amount will be paid to those Bondholders whose names appear in the Register of Bondholders maintained by PFC on the RecordDate fixed for the purpose of redemption. However,PFC may require the Consolidated Bond Certificate(s), duly dischargedby the soleholder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity Date and sent by the Bondholders by registered post with acknowledgment due or by hand delivery to the Registrar to the Issue or PFC or to such persons at such addresses as may be notified by PFC from time to time. Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the manner stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment. 10. Payments: 10.1. Payment of Interest on Bonds: Payment of interest on the Bonds will be made to those Bondholders whose name appears first in the Register of Bondholders maintained by the Depositories and/ or PFC and/or the Registrar to the Issue, as the case may be as, on the Record Date.10.2. Record Date: The record date for the payment of interest or the Maturity Amount shall be 15 days prior to the date on which suchamount is due and payable (Record Date). In case of redemption of Bonds, the trading in the Bonds shall remain suspended between the record date and the date of redemption. 10.3. Effect of holidays on payments: If the date of interest payment or redemption falls on a Saturday, Sunday or a public holiday in Delhi or any other payment centre notified in terms of the Negotiable Instruments Act, 1881,the succeeding Working Day will be considered as the effective date.In case the date of payment of interest or principal or any date specified falls on a holiday, the payment will be made on the next Working Day,without any interest for the period overdue. 10.4. Whilst PFC will use the electronic mode for making payments,where facilities for electronic mode of payments are not available to the Bondholder or where the information provided by the Applicant is in sufficient or incomplete, PFC proposes to use other modes of payment to make payments to the Bondholders,including through the dispatch of cheques through courier, or registered post to the address provided by the Bondholder and appearing in the Register of Bondholders maintained by the Depositories and/or PFC and/or the Registrar to the Issue,as the case may be as, on the Record Date.In the case of payment on maturity being made on surrender of the Consolidated Bond Certificate(s), PFC will make payments or issue payment instructions to the Bondholders within 30 days from the date of receipt of the duly discharged Consolidated Bond Certificate(s). PFC shall pay interest at 2% p.a., over and above the coupon rate of the relevant Bonds,in the event that such payments are delayed beyond a period of eight days after PFC becomes liable to pay such amounts. 10.5. PFCs liability to the Bondholders including for payment or otherwise shall stand extinguished from the Maturity Date or on dispatch of the amounts paid by way of principal and/or interest to the Bond holders. Further,PFC will not be liable to pay any interest, income or compensation of any kind accruing subsequent to the Maturity Date. 11. Manner and Mode of Payment: 11.1. Manner of Payment: All payments to be made by PFC to the Bondholders shall be made in any of the following manners: 11.1.1 For Bonds applied or held in electronicform: The bank details will be obtained from the Depositories for payments.Investors who have applied or who are holding the Bond in electronic form,are advised to immediately update their bank account details as appearing on the records of their Depository Participant. Failure to do so could result in delays in credit of the payments to investors at their sole risk and neither the Lead Managers nor PFC shall have any responsibility and undertake any liability for such delays on part of the investors. 11.1.2. For Bonds held in physical form: The bank details will be obtained from the Registrar to the Issue for effecting payments. 11.2. Modes of Payment: The mode of interest/refund/redemption payments shall be undertaken in the following order of preference: 11.2.1. Direct Credit: Applicants having bank accounts with the Refund Bank,as per the demographic details received from the Depositories shall be eligible to receive funds through direct credit.Charges,if any,levied by the Refund Bank for the same would be borne by PFC. 11.2.2. NECS: Through NECS for Applicants having an account at any of the centers notified by the RBI.This mode of payment will be subject to availability of complete bank account details including the Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf, from the Depositories. PFC shall not be responsible for any delay to the Bondholder receiving credit of interest or refund or Maturity Amount so long as PFC has initiated the process in time. 11.2.3. Real Time Gross Settlement (RTGS): Applicants having a bank account with a bank branch which is RTGS enabled as per the information available on the website of RBI and whose payment amount exceeds ` 2.00 lacs shall be eligible to receive refund through RTGS, provided the demographic details downloaded from the Depositories containing the nine digit MICR code of the Applicants bank which can be mapped with the RBI data to obtain the corresponding Indian Financial System Code(IFSC).Charges,if any,levied by the Refund Bank for the same would be borne by us. Charges, if any, levied by the Applicants bank receiving the credit would be borne by the Applicant. 11.2.4. National Electronic Fund Transfer(NEFT): Payment of refund shall be undertaken through NEFT wherever the Applicants bank branch is NEFT enabled and has been assigned the IFSC,which can be linked to an MICR code of that particular bank branch.IFSC Code will be obtained from the website of RBI as on a date prior to the date of payment of refund,duly mapped with an MICR code.Wherever the Applicants have registered their MICR number and their bank account number while opening and operating the beneficiary account,the same will be duly mapped with the IFSC Code of that particular bank branch and the payment will be made to the Applicants through this method.The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility,cost and process efficiency and the past experience of the Registrar to the Issue. In the event NEFT is not operationally feasible,the payment would be made through any one of the other modes as discussed in this section. 11.2.5. Cheques or Demand drafts: By cheques or demand drafts made in the name of the Bondholders whose names appear in the Register of Bondholders as maintained by PFC and/or as provided by the Depositories.All Cheques or demand drafts as the case may be,shall be sent by registered/speed post at the Bondholders sole risk. 11.3. Printing of Bank Particulars: As a matter of precaution against possible fraudulent encashment of refund orders and interest/ redemption warrants due to loss or misplacement,the particulars of the Applicants bank account are mandatorily required to be provided for printing on the orders/warrants. Applications without these details are liable to be rejected. However,in relation to Applications for dematerialised Bonds,these particulars will be taken directly from the Depositories.In case of Bonds held in physical form either on account of rematerialization or transfer,the Bondholders are advised to submit their bank account details with the Registrar to the Issue before the Record Date,failing which the amounts will be dispatched to the postal address of the Bondholders.Bank account particulars will be printed on the orders/warrants which can then be deposited only in the account specified. 12. Special Tax Benefit: For the details of tax benefits, please refer to chapter Statement of Tax Benefits on page23 in the Tranche Prospectus-1. 13. Taxation: The Bonds are tax free in nature and the interest on the Bonds will not form part of the total income. For further details, please refer to chapter Statement of Tax Benefits on page 23 in the Tranche Prospectus-1. 14. Security: The Bonds issued by the Company will be secured by creating a charge on the book debts of the company and/or identified immovable property by a first /pari passu charge, as may be agreed between the Company and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed. PFC will create security in favour of Debenture Trustee pursuant to the terms of Shelf Prospectus and the respective Tranche Prospectus(es) 15. Events of Default: 15.1 The Debenture Trustee at its discretion may,or if so requested in writing by the holders of not less than 75% in principal amount of the Bonds then outstanding or if so directed by a Special Resolution shall (subject to being indemnified and/or secured by the Bondholders to its satisfaction), give notice to PFC specifying that the Bonds and/or any particular Series of Bonds, in whole but not in part are and have become due and repayable at the Early Redemption Amount on such date as may be specified in such notice interalia if any of the events listed in 15.2 below occur. 15.2 The complete list of events of default shall be as specified in the Debenture Trust Deed. 15.3 The Early Redemption Amount payable on the occurrence of an Event of Default shall be as detailed in the Debenture Trust Deed. 15.4 If an Event of Default occurs which is continuing the Debenture Trustee may with the consent of the Bondholders,obtained in accordance with the provisions of the Debenture Trust Deed,and with a prior written notice to PFC, take action in terms of the DebentureTrust Deed. 15.5 In case of default in the redemption of Bonds,in addition to the payment of interest and all other monies payable here under on the respective due dates, PFC shall also pay interest onthe defaulted amounts. 16. Bondholders Rights, Nomination, etc.: 16.1 Rights of Bondholders: Some of the significant rights available to the Bondholders are as follows: The Bonds shall not, except as provided in the Companies Act, confer on Bondholders any rights or privileges available to members of the Company including the right to receive notices or annual reports of, or to attend and / or vote, at the Companys general meeting(s). However, if any resolution affecting the rights of the Bondholders is to be placed before the shareholders, such resolution will first be placed before the concerned registered Bondholders for their consideration. In terms of Section 219(2) of the Companies Act, Bondholders shall be entitled to a copy of the balance sheet on a specific request made to the Company. The rights,privileges and conditions attached to the Bonds may be varied,modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of a Special Resolution passed at a meeting of the concerned Bondholders, provided that nothing in such consent or resolution shall be operative against PFC,where such consent or resolution modifies or varies the terms and conditions governing the Bonds,if modification,variation or abrogation is not acceptable to PFC. The registered Bondholder or in case of joint-holders,the person whose name stands first in the Register of Bondholders shall be entitled to vote in respect of such Bonds,either by being present in person or, where proxies are permitted,by proxy, at any meeting of the concerned Bondholders summoned for such purpose and every such Bondholder shall be entitled to one vote on a show of hands and on a poll,his or her voting rights shall be in proportion to the outstanding nominal value of Bonds held by him or her on every resolution placed before such meeting of the Bondholders. Bonds may be rolled over with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of a Special Resolution passed at a meeting of the concerned Bondholders after providing atleast 21days prior notice for such roll-over and in accordance with the SEBI Debt Regulations.PFC shall redeem the Bonds of all the Bondholders,who have not given their positive consent to the roll-over. The above rights of Bondholders are merely indicative.The final rights of the Bondholders will be as per the terms of the Shelf Prospectus, respective Tranche Prospectus(es) and Debenture Trust Deed to be executedby PFC with the Debenture Trustee. Special Resolution for the purpose of this section is a resolution passed at a meeting of Bondholders of at least threefourths of the outstanding amount of the Bonds, present and voting. 16.3 Succession: Where Bonds are held in joint names and one of the jointholders dies,the survivor(s) will be recognized as the Bondholder(s) in accordance with the applicable laws.It will be sufficient for PFC to delete the name of the deceased Bondholder after obtaining satisfactory evidence of his death, provided that a third person may call on PFC to register his name as successor of the deceased Bond holder after obtaining evidence such as probate of a will for the purpose of proving his title to the Bonds. In the event of demise of the sole or first holder of the Bonds,PFC will recognize the executors or administrator of the deceased Bondholders, or the holder of the succession certificate or other legal representative as having title to the Bonds only if such executor or administrator obtains and produces probate of will or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The Board of Directors of PFC in their absolute discretion may,in any case, dispense with production of probate of will or letter ofadministration or succession certificate or other legal representation. 16.4 Nomination Facility to Bondholder: 16.4.1: The sole Bondholder or first Bondholder,along with other joint Bondholders (beingindividual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Bond. A person, being a nominee,becoming entitled to the Bond by reason of the death of the Bondholders, shall be entitled to the same rights to which he will be entitled if he were the registered holder of the Bond. Where the nominee is a minor,the Bondholders may make a nomination to appoint any person to become entitled to the Bond(s),in the event of his death,during the minority.A nomination shall stand rescinded on sale of a Bond by the person nominating.A buyer will be entitled to make a fresh nomination in the manner prescribed. When the Bond is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the Bondholders.Fresh nominations can be made only in the prescribed form available on request at PFCs administrative office or at such other addresses as may be notified by PFC. 16.4.2 The Bondholders are advised to provide the specimen signature of the nominee to PFC to expedite the transmission of the Bond(s) to the nominee in the event of demise of the Bondholders.The signature can be provided in the Application Form or subsequently at the time of making fresh nominations.This facility of providing the specimen signature of the nominee is purely optional. 16.4.3 Any person who becomes a nominee under any applicable laws shall on the production of such evidence as may be required by PFCs Board, as the case may be, elect either: (a) to register himself or herself as the holder of the Bonds; or (b) to make such transfer of the Bonds, as the deceased holder could have made. 16.4.4. Notwithstanding anything stated above,Applicants who are allotted bonds in dematerialized form need not make a separate nomination with PFC. Nominations registered with the respective Depository Participant of the Bondholder will prevail.If the Bondholders require changing their nomination, they are requested to inform their respective Depository Participant.For Applicants who opt to hold the Bonds in physical form,the Applicants are require to fillin the details for nominees as provided in the Application Form. 16.4.5. Further, the Companys Board or Committee of Directors, as the case may be, may at any time give notice requiring any nominee of the deceased holder to choose either to be registered himself or herself or to transfer the Bonds, and if the notice is not complied with, within a period of 90 days, the Companys Board or Committee of Directors, as the case may be, may thereafter withhold payment of all interests or other monies payable in respect of the Bonds, until the requirements of the notice have been complied with. 17. Debenture Trustee 17.1. PFC has appointed GDA Trustee&Consultancy Limited to act as the Trustee for the Bondholders.PFC intends to enter into a Debenture Trust Deed with the Debenture Trustee,the terms of which will govern the appointment and functioning of the Debenture Trustee and shall specify the powers, authorities and obligations of the Debenture Trustee. Under the terms of the Debenture Trust Deed, PFC will covenant with the Debenture Trustee that it will pay the Bondholders the principal amount on the Bonds on the relevant Maturity Date and also that it will pay the interest due on Bonds on the rate specified under the respective Tranche Prospectus(es) under which allotment has been made. 17.2. The Bondholders shall,without further act or deed,be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorised officials to do all such acts,deeds,matters and things in respect of or relating to the Bonds as theTrustee may in their absolute discretion deem necessary or require to be done in the interest of the Bondholders. Any payment made by PFC to the Debenture Trustee on behalf of the Bond holders shall discharge PFC protanto to the Bondholders.All the rights and remedies of the Bondholders shall vest in and shall be exercised by the Debenture Trustee without reference to the Bondholders. No Bondholder shall be entitled to proceed directly against PFC unless the Debenture Trustee, having become so bound to proceed,failed to do so. 17.3. The Debenture Trustee will protect the interest of the Bondholders in the event of default by PFC in regard to timely payment of interest and repayment of principal and they will take necessary action at PFCs cost. Further, the Debenture Trustee shall ensure that the assets of PFC are sufficient to discharge the principal amount at all time under this Issue. 18. Miscellaneous 18.1 Loan against Bonds: The Bonds can be pledged or hypothecated for obtaining loans.18.2. Lien: PFC shall have the right of set-off and lien, present as well as future on the moneys due and payable to the Bondholder or deposits held in the account of the Bondholder,whether in single name or joint name, to the extent of all outstanding dues by the Bondholder to PFC. 18.3. Lien on Pledge of Bonds: Subject to applicable laws, PFC, at its discretion,may note a lien on pledge of Bonds if such pledge of Bond is accepted by any bank, institution or others for any loan provided to the Bondholder against pledge of such Bonds as part of the funding. 18.4. Joint-holders: Where two or more persons are holders of any Bond(s),they shall be deemed to hold the same as joint holders with benefits of survivorship subject to applicable laws. 18.5. Sharing of Information: PFC may, at its option, use its own, as well as exchange, share or part with any financial or other information about the Bondholders available with PFC,its SPVs and affiliates and other banks,financial institutions,credit bureaus,agencies,statutory bodies,as may be required and neither PFC nor its SPVs and affiliates nor their agents shall be liable for use of the a foresaid information. 18.6. Notices: All notices to the Bondholders required to be given by PFC or the Trustee shall be published in one national daily newspaper having wide circulation and/or,will be sent by post/courier to the registered Bondholders from time to time. 18.7. Issue of Duplicate Consolidated Bond Certificate(s): If any Consolidated Bond Certificate is mutilated or defaced it may be replaced by PFC against the surrender of such Consolidated Bond Certificates, provided that where the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate numbers and the distinctive numbers are legible. If any Consolidated Bond Certificateis destroyed, stolen or lost then on production of proof there of to the Issuers satisfaction and on furnishing such indemnity/security and/or documents as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued. The above requirement may be modified from time to time as per applicable law and practice.18.8. Future Borrowings: PFC shall be entitled at any time in the future during the term of the Bonds or thereafter to borrower raise loans or create encumbrances or avail of financial assistance in any form,and also to issue promissory notes or bonds or any other securities in any form, manner, ranking and denomination whatsoever and to any eligible persons whatsoever, subject to applicable consent, approvals or permission that may be required under any statutory/
POWER FINANCE CORPORATION LIMITED
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IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS regulatory/contractual requirement and to change its capital structure including through the issue of shares of any class,on such terms and conditions as PFC may deem appropriate,without requiring the consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection. 18.9. Jurisdiction: The Bonds, the Trust Deed and other relevant documents shall be governed by and construed in accordance with the laws of India. For the purpose of this Issue and any matter related to or ancillary to the Issue the Courts of New Delhi, India shall have exclusive jurisdiction. PROCEDURE FOR APPLICATION PFC and the Lead Managers would not be liable for any amendment, modification or change in applicable law, which may occur after the date of the Shelf Prospectus and Tranche Prospectus-1.. Investors are advised to make their independent investigations and ensure that their Application does not exceed the investment limits or maximum number of Bonds that can be held by them under applicable law or as specified in the Shelf Prospectus and theTranche Prospectus-1. 19. Availability of Prospectus and Application Forms: The abridged prospectus containing salient features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from our Registered Office and Corporate Office, Lead Managers to the Issue,Lead Brokers for marketing of the Issue, the Registrar to the Issue, as mentioned on the Application Form. In addition, Application Forms would also be made available to BSE where listing of the Bonds is sought. We may provide Application Forms for being filled and downloaded at such websites as we may deem fit. 20. WHO CAN APPLY : The following categories of persons are eligible to apply in the Issue: Category I: Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the Bonds; Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the Bonds; Insurance companies registered with the IRDA; National Investment Fund; Mutual Funds; Foreign Institutional Investors (including sub-accounts); Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the Bonds; Public/private charitable/religious trusts which are authorised to invest in the Bonds; Scientific and/or industrial research organisations, which are authorised to invest in the Bonds; Partnership firms in the name of the partners; Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009). Category II: The following investors applying for and amount aggregating to above `5 lakhs across all Series in each tranche Resident Indian individuals; Hindu Undivided Families through the Karta and Non Resident Indians on repatriation as well as non-repatriation basis. Category III: The following investors applying for and amount aggregating to upto and including 5 lakhs across all Series in each tranche. Resident Indian individuals; Hindu Undivided Families through the Karta and Non Resident Indians on repatriation as well as non-repatriation basis. Note: Participation of any of the aforementioned persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of Bonds that can be held by them under applicable statutory and/ or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of Bonds pursuant to the Issue. The Lead Managers, their associates and affiliates are permitted to subscribe in the Issue. The information below is given for the benefit of the investors. PFC, the Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of this Tranche Prospectus1. Applications cannot be made by: a) Minors without a guardian name; b) Foreign nationals; c) Persons resident outside India other than NRIs ; d) Overseas Corporate Bodies Applications by FII : A registered Foreign Institutional Investor who purchases the Bonds under this Issue shall make the payment for purchase of such securities either by inward remittance through normal banking channels or out of funds held in Foreign Currency Account or Non-resident Rupee Account maintained by the Foreign Institutional Investor with a designated branch of an authorised dealer in terms of the applicable regulations governing the same. The Issuer does not make any representations and does not guarantee eligibility of any foreign investor, including inter-alia NRIs and FIIs for investment into the Issue either on a repatriation basis or on a non-repatriation basis. All foreign Investors have to verify their eligibility and ensure compliance with all relevant and applicable RBI - FEMA notifications and guidelines as well as all relevant and applicable SEBI guidelines, notifications and circulars pertaining to their eligibility to invest in the Issue at the stage of investment in every tranche, at the time of remittance of their investment proceeds as well as at the time of disposal of the Bonds. The Issuer will not check or confirm eligibity of such investments into the Issue. 21. Investments by FIIs: As per the current regulations, the following restrictions are applicable for investments by FIIs: The present limit for investment in corporate debt Instruments like non-convertible debentures/ bonds by FIIs is USD 25 billion. Following the announcement by the Union Finance Minister Shri. Pranab Mukherjee in his budget 2011-12, the Government in consultation with the regulators had raised the limit for FII investment in long-term corporate bonds issued by companies in the infrastructure sector from USD 5 billion to USD 25 billion. This scheme was operationalized vide SEBI circular CIR/IMD/FIIC/5/2011 dated March 31, 2011. The present limit for investment in corporate debt Instruments like non-convertible debentures / bonds by FIIs is USD 25 billion as per SEBI circular CIR/IMD/FIIC/18 /2011, dated September 30, 2011, which is split as follows : i. USD 3 billion is separate for Qualified Foreign Investor (QFI) investing through the mutual fund route. With regard to the carve out investment limits of USD 5 billion out of the remaining USD 22 billion for FII investments in Long-term infrastructure bonds the investment limits are provided in the subsequent paragraphs (ii and iii); ii. FIIs can invest in long-term infra bonds, subject to the USD 5 billion limit, in bonds which have an initial maturity of five years or more at the time of issue and residual maturity of one year at the time of first purchase by FIIs. These investments are subject to a lock-in period of one year. FIIs can, however, trade amongst themselves but cannot sell to domestic investors during the lock-in period of one year; iii. Further, FIIs can invest in Long-term infrastructure bonds upto the balance USD 17 billion which have an initial maturity of five years or more at the time of issue and residual maturity of three years at the time of first purchase by FIIs. These investments are also subject to a lock-in period of three year. FIIs can, however, trade amongst themselves but cannot sell to domestic investors during the lock-in period of three years. The Reserve Bank of India (RBI) vide its notificationnumber RBI/2011-12/244 A.P. (DIR Series) Circular No. 42 dated November 03, 2011 has revised the terms of investment by Foreign Institutional Investors (FIIs) and the subjective conditions. The modifications stipulated in the aforesaid notification are as follows: 1. FIIs can now invest in nonconvertible debentures/bonds issued by with Infrastructure Finance Companies who are Non-Banking Financial Companies (NBFCs) up to a limit of USD 5 Billion within the overall USD 25 Billion limit. 2. The three year lock in period in respect of investments by FIIs up to USD five billion within the overall limit of USD 25 Billion stands reduced to one year. 3. The five year residual maturity on an instrument purchased by an FII now refers to the original maturity date of the instrument. The lock in period will be computed from the original maturity date of the investment. 4. These changes would also apply for Qualified Foreign Investors (QFI) investment in units of mutual fund debt schemes within the limit of USD three billion. Additionally, there has been an increase in the FII investment limit in corporate bonds by US$ 5 billion, raising the overall cap to US $ 20 Billion. This incremental limit can be invested in listed corporate bonds vide SEBI Circular CIR/IMD/FIIC/20/2011, dated November 18, 2011. Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of Regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended (the SEBI FII Regulations), an FII, as defined in the SEBI FII Regulations, may issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with know your client norms. An FII is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations. Further, as per FEMA, an FII may purchase, on repatriation basis, these Bonds, either directly from the issuer of such securities or through a registered stock broker on a recognised stock exchange in India; Provided that i) the FII shall restrict allocation of its total investment between equity and debt instruments (including dated Government Securities and Treasury Bills in the Indian capital market) in the ratio of 70:30, and ii) if the FII desires to invest upto 100 per cent in dated Government Securities including Treasury Bills, nonconvertible debentures/bonds issued by an Indian company, it shall form a 100% debt fund and get such fund registered with SEBI. 22. Applications by NRIs: We propose to issue Bonds to NRIs on a repatriable as well as non-repatriable basis. NRI applicants should note that only such applications as are accompanied by payment in Indian Rupees only shall be considered for Allotment. An NRI can apply for Bonds offered in the Issue subject to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, 2000, and other applicable statutory and/or regulatory requirements including the interest rate requirement as provided in the CBDT Notification. Allotment of Bonds to NRIs shall be subject to the application monies paid by the NRI as described below: 1. In case of NRIs applying under repatriation basis: If it is received either by inward remittance of freely convertible foreign exchange through normal banking channels i.e. through rupee denominated demand drafts/cheque drawn on a bank in India or by transfer of funds held in the investors rupee denominated accounts i.e. Non Resident External (NRE) account maintained with an RBI authorised dealer or a RBI authorised bank in India.Payment will not be accepted out of NonResident Ordinary (NRO) Account of the Non-Resident Indians applying on a repatriation basis. Payment by demand draft by a Non-Resident on repatriable basis should be accompanied by a bank certificate confirming that the draft has been issued by debiting a NRE Account. 2. In case of NRIs applying under non-repatriation basis: If it is received either by inward remittance of freely convertible foreign exchange through normal banking channels i.e. through rupee denominated demand drafts/cheque drawn on a bank in India or by transfer of funds held in the investors rupee denominated accounts i.e.. Non-resident Ordinary (NRO) account and Non Resident External (NRE) maintained with an RBI authorised dealer or a RBI authorised bank in India.. In the case of Bids by NRIs applying on a non-repatriation basis, payment
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by demand drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or a NRO Account. Applications by NRIs seeking allotment in physical form shall be submitted at the collection centres located at Mumbai, Delhi, Kolkata, Ahmedabad, Hyderabad, Chennai, Bangalore, Chandigarh and Bangalore. Application for physical certificates or demat applications may be restricted to few centres as given in the respective Tranche Prospectus.The Issuer does not make any representations and does not guarantee eligibility of any foreign investor, including inter-alia NRIs and FIIs for investment into the Issue either on a repatriation basis or on a non-repatriation basis. All foreign Investors have to verify their eligibility and ensure compliance with all relevant and applicable RBI - FEMA notifications and guidelines as well as all relevant and applicable SEBI guidelines, notifications and circulars pertaining to their eligibility to invest in the Issue at the stage of investment in every tranche, at the time of remittance of their investment proceeds as well as at the time of disposal of the Bonds. The Issuer will not check or confirm eligibility of such investments into the Issue. 23. Issue and Allotment of Bonds to NRI applicants: We confirm that: i. the rate of interest on each series of Bonds does not exceed the prime lending rate of the State Bank of India as on the date on which the resolution approving the Issue was passed by our Board, plus 300 basis points; ii. the period for redemption of each series of Bonds is not less than 3 years; iii. PFC does not and shall not carry on agricultural /plantation /real estate business/Trading in Transferable Development Rights (TDRs) and does not and shall not act as Nidhi or Chit Fund company; iv. We will file the following with the nearest office of the Reserve Bank, not later than 30 days from the date A. of receipt of remittance of consideration received from NRIs in connection with the Issue, full details of the remittances received, namely; (a) a list containing names and addresses of each NRI applicant who have remitted funds for investment in the Bonds on non-repatriation basis and repatriation basis, (b) amount and date of receipt of remittance and its rupee equivalent; and (c) names and addresses of authorised dealers through whom the remittance has been received; The application money for the Bonds has to be paid in cheque or demand drafts only, in rupee denominated currency only; and B. of closure of the Issue, full details of the monies received from NRI applicants, namely; (a) a list containing names and addresses of each NRI allottee and number of Bonds issued to each of them on non-repatriation basis and repatriation basis, and (b) a certificate from our compliance officer that all provisions of the FEMA Act, and rules and regulations made thereunder in connection with the issue of non-convertible debentures have been duly complied with. We further confirm that the monies received from NRIs who are allotted Bonds pursuant to the Issue, will not be utilised for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending. 24. Application by Corporates: In case of Applications made by Corporates, each Application form must be accompanied by certified copies of (i) the Applicants memorandum of association and articles of association; (ii) a power of attorney; (iii) a resolution authorizing the Application and containing operating instructions; and (iv) specimen signatures of authorized signatories. Failing this, PFC reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. 25. Applications by Mutual Funds: In terms of the SEBI (Mutual Funds) Regulations, 1996, as amended, no mutual fund scheme is allowed to invest more than 15% of its net asset value (the NAV) in debt instruments issued by a single company, which are rated not below investment grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of Trustees and the Board of Asset Management Company (the AMC). A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which Application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The Applications must be also accompanied by certified true copies of (i) Trust Deed (ii) resolution authorizing investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, PFC reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. 26. Application by Commercial Banks, Co-operative Banks and Regional Rural Banks: Commercial banks, Cooperative banks and Regional Rural Banks can apply in the Issue based upon their own investment limits and approvals. The Application must be accompanied by certified true copies of (i) a board resolution authorising theinvestment; (ii) a letter of authorization. Failing this, PFC reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. 27. Application by Insurance Companies: In case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified true copy of certificate of registration issued by Insurance Regulatory and Development Authority must be attached to the Application Form. Each Application must be accompanied by certified copies of (i) the Applicants memorandum of association and articles of association; (ii) a power of attorney; (iii) a resolution authorising the Application and containing operating instructions; and (iv) specimen signatures of authorized signatories. Failing this, PFC reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. 28. Application by Trusts: In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Failing this, PFC reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason thereof. Further, any trusts applying for Bonds pursuant to the Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in bonds, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in bonds, and (c) applications made by them do not exceed the investment limits or maximum number of Bonds that can be held by them under applicable statutory and or regulatory provisions. 29. Applications under Power of Attorney: In case of Investments made pursuant to a power of attorney,Category I Investors a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye lawsand/or charter documents, as applicable,and/or charter documents, as applicable, must be lodged along with the Application Form. Incase of Investments made pursuant to a power of attorney by Category II and Category III investors, a certified copy of the power of attorney must be lodged along with the Application Form. 30. Application Size: Applications are required to be for a minimum of Ten Bonds and multiples of Five Bonds thereafter. 31. Application Forms: The prescribed colour of the Application Form for the various categories is as follows: CATEGORY ; COLOUR OF APPLICATION FORM: Following investors under Category I: Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the Bonds, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors which are eligible to invest in the Bonds.: Pink. All other category of Investors including eligible NRI applicants, eligible to invest in theIssue that are not covered above : White 32. Instructions for Completing the Application Form : Applications should be: (a) Made only in the prescribed Application Form. (b) Completed in block letters in English as per the instructions contained in the Tranche Prospectus(es) and in the Application Form, and are liable to be rejected if not so completed. Applicants should note that the Bankers to the Issue will not be liable for errors in data entry due to incomplete or illegible Application Forms. (c) In single name or in joint names (not more than three, and in the same order as their Depository Participant details (in case of applicants opting for allotment in dematerialized form) andshould be applied by Karta in case of HUF (d) Applications are required to be for a minimum of 10 Bonds and in multiples of 5 Bonds thereafter. (e) Thumb impressions and signatures other than in English/ Hindi/ Gujarati/ Marathi or any of the other languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his official seal. (f) All Application Forms duly completed together with cheque/ bank draft for the amount payable on application must be delivered before the closing of the subscription list to any of the Bankers to the Public Issue or collection centre(s) as may be specified before the closure of the Issue. No receipt would be issued for the Application money. However, the Bankers to the Issue and/ ortheir branches receiving the applications, on receiving the Applications will acknowledge receipt by stamping (mandatorily having a date stamp) and returning the acknowledgment slip to the Applicant. (g) Every applicant should hold valid Permanent Account Number (PAN) and mention the same in the Application Form. (h) All applicants are required to tick the relevant column of Category of Investor in the Application Form. All Applications by Public Financial Institutions, Statutory Corporations, Commercial Banks, Cooperative Banks and Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors applicants shall be received only by the Lead Managers and their respective affiliates. (i) APPLICANTS MAY NOTE THAT THE ALLOTMENT SHALL ON FIRST CUM FIRST SERVE BASIS ONLY AS DESCRIBED UNDER THE HEADING-BASIS OF ALLOTMENT. (j) Applications for all the Series of Bonds may be made in a single Application Form only. PFC would allot Tranche-1 SeriesII Bonds which have the longest maturity to all valid applications, wherein the applicants have not indicated their choice of the relevant series of Bonds in their Application Form. 33. General Instructions: DOs 1. Check if you are eligible to apply. 2. Read all the instructions carefully and complete the Application Form. 3. Applications are required to be in single or joint names (not more than three). 4. If Allotment of Bonds is sought in the dematerialised form, ensure that the details about the Depository Participant and Beneficiary Account are correct and the beneficiary account is active. 5. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as XYZ Hindu Undivided Family applying through PQR, where PQR is the name

of the Karta. 6. Ensure that the Applicants name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form 7. Ensure that you mention your PAN allotted under the IT Act, Please note that it is mandatory for all applicants to furnish their PAN number as per CBDT Notification. 8. Ensure that the Demographic Details as provided in the Application Form are updated, true and correct in all respects. 9. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek allotment of Bonds pursuant to the Issue. 10. Applicants Bank Account Details: The Bonds shall be allotted in dematerialised and physical form. For instructions on how to apply for Allotment in the physical form, see Procedure for Application Application for Allotment of Bonds in the physical form on page53 of this Tranche Prospectus-1. In case of Allotment in dematerialised form, the Registrar to the Issue will obtain the Applicants bank account details from the Depository. The Applicant should note that on the basis of the name of the Applicant, Depository Participants name, Depository Participants identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Issue will obtain from the Applicants beneficiary account, the Applicants bank account details. The Applicants are advised to ensure that bank account details are updated in their respective beneficiary accounts as these bank account details would be printed on the refund order(s), if any. Failure to do so could result in delays in credit of refunds to Applicants at the Applicants sole risk and neither the Lead Managers nor our Company nor the Refund Bank nor the Registrar to the Issue shall have any responsibility and undertake any liability for such delay. 11. Applications under Power of Attorney: Unless the Company specifically agree in writing, and subject to such terms and conditions as the Company may deem fit, in the case of Applications made under power of attorney, a certified copy of the power of attorney is required to be lodged separatelyand relevant documents as specified the Shelf Prospectus and the Tranche Prospectus, along with a copy of the Application Form at the office of the Registrar to the Issue simultaneously with the submission of the Application Form, indicating the name of the Applicant along with the address, Application number, date of submission of the Application Form, name of the bank and branch where it was deposited, cheque/demand draft number and the bank and branch on which the cheque/demand draft was drawn. 12. Permanent Account Number: All Applicants should mention their PAN allotted under the Income Tax Act in the Application Form. In case of joint applicants, the PAN of the first Applicant should be provided and for investors other than individual, PAN of such other investor should be provided. The PAN would be the sole identification number for participants transacting in the securities markets, irrespective of the amount of the transaction. Further as Per CBDT notification it is mandatory for all subscribers to provide their PAN number to PFC. Any Application Form without the PAN is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this ground. 13. Joint Applications: Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form at the address mentioned therein. 14. Multiple Applications: An Applicant may make multiple applications for the total number of Bonds required and the same shall be considered valid. For the purposes of allotment of Bonds under the Issue, applications shall be grouped based on the PAN, i.e. applications under the same PAN shall be grouped together. Two or more applications will be deemed to be multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same. 15. Applicants are requested to write their names and Application serial number on the reverse of the instruments by which the payments are made. 16. All Applicants are requested to tick the relevant column Category of Investor in the Application Form. 17. Ensure that the Applications are submitted to the Bankers to the Issue and/ or their branches receiving the applicationsas may be specified before Issue Closing Date. 34. DONTs: 1. Do not make an application for lower than the minimum Application size. 2. Do not make application for no. of Bonds, other than multiple of five. 3. Do not pay the Application Amount in cash, by money order or by postal order or by stock-invest. 4. Do not send Application Forms by post; instead submit the same to a Bankers to the Issue or any of their branches receiving the applications only. 5. Do not submit the GIR number instead of the PAN, as the Application Form is liable to be rejected on this ground. 6. Do not submit the Application Forms without the full Application Amount for the number of Bonds applied for. 7. Do not fill up the Application Form such that the Bonds applied for exceeds the issue size and/or investment limit or maximum number of Bonds that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations; For further instructions, investors are advised to read the relevant tranche prospectus and Application Form carefully. 35. Applications forAllotment of Bonds in the physical form: Applicant(s) who wish to subscribe to, or hold, the Bonds in physical form can do so in terms of Section 8(1) of the Depositories Act and the Company is obligated to fulfill such request of the Applicant(s). Accordingly, any Applicant who wishes to subscribe to the Bonds in physical form shall undertake the following steps: (i) Please complete the Application Form in all respects, by providing all the information including PAN and demographic details. However, do not provide the Depository Participant details in the Application Form. The requirement for providing Depository Participant details shall be mandatory only for the Applicants who wish to subscribe to the Bonds in dematerialised form. (ii) Please provide the following documents along with the Application Form: (a) Self-attested copy of the PAN card; (b) Self-attested copy of the proof of residence. Any of the following documents shall be considered as a verifiable proof of residence: ration card issued by the GoI; or valid driving license issued by any transport authority of the Republic of India; or electricity bill (not older than three months); or landline telephone bill (not older than three months); or valid passport issued by the GoI; or Voters Identity Card issued by the GoI; or passbook or latest bank statement issued by a bank operating in India; or leave and license agreement or agreement for sale or rent agreement or flat maintenance bill; (c) Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited. The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of the payments due to inaccurate details shall be at the sole risk of the Applicants and neither the Lead Managers nor the Company shall have any responsibility and undertake any liability for the same. Applications for Allotment of the Bonds in physical form, which are not accompanied with the aforestated documents may be rejected at the sole discretion of the Company. In relation to the issuance of the Bonds in physical form, note the following: (i) An Applicant has the option to seek Allotment of Bonds in either electronic or physical mode. No partial Application for the Bonds shall be permitted and is liable to be rejected. (ii) In case of Bonds that are being issued in physical form, the Company will issue one certificate to the Bondholder for the aggregate amount of the Bonds that are applied for (each such certificate a Consolidated Bond Certificate). (ii ) Any Applicant who provides the Depository Participant details in the Application Form shall be allotted the Bonds in dematerialised form only. Such Applicant shall not be allotted the Bonds in physical form. (iv) No separate Applications for issuance of the Bonds in physical and electronic form should be made. If such Applications are made, the Application for the Bonds in physical mode shall be rejected. This shall be considered as a ground for technical rejection. (v) The Company shall dispatch the Consolidated Bond Certificate to the address of the Applicant provided in the Application Form after completion of requisite procedure. All terms and conditions disclosed in the relevant tranche prospectus in relation to the Bonds held in physical form pursuant to rematerialisation shall be applicable mutatis mutandis to the Bonds issued in physical form. 36. Applications for Allotment of Bonds in the dematerialised form : As per the provisions of the Depositories Act, the Bonds can be held in dematerialised form, i.e., they shall be fungible and be represented by a statement issued through electronic mode. In this context, the Tripartite Agreements have been executed between our Company, the Registrar to the Issue and the respective Depositories for offering depository option to the Bondholders. (a) All Applicants can seek Allotment in dematerialised mode or in physical form. Applications made for receiving Allotment in the dematerialised form without relevant details of his or her depository account are liable to be rejected. (b) An Applicant applying for the Bonds must have at least one beneficiary account with any of the Depository Participants of either of the Depositories, prior to making the Application. (c) The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository Participants identification number) appearing in the Application Form. (d) Allotment to an Applicant will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Applicant. (e) Names in the Application Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository. (f) If incomplete or incorrect details are given under the heading Applicants Depository Account Details, in the Application Form, it is liable to be rejected. (g) The Applicant is responsible for the correctness of his or her demographic details given in the Application Form vis--vis those with his or her Depository Participant. (h) Bonds in electronic form can be traded only on the stock exchanges having electronic connectivity with the Depositories. BSE and NSE, where the Bonds are proposed to be listed, have electronic connectivity with the Depositories. (i) The trading of the Bonds shall be in dematerialised form only. Allottees will have the option to re-materialise the Bonds so Allotted as per the provisions of the Companies Act and the Depositories Act. In addition to the above, certain additional documents are required to be submitted by the following entities: (a) With respect to Investments by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Application Form. (b) With respect to Investments by insurance companies registered with the Insurance Regulatory and Development Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development Authority must be lodged along with the Application Form. (c) With respect to Investments made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issue PAYMENT INSTRUCTIONS 37. Escrow Mechanism: The Company shall open Escrow Account(s) with one or more Escrow Collection Bank(s) in whose favour the Applicants shall make out the cheque or demand draft in respect of his or

POWER FINANCE CORPORATION LIMITED

IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS her Application. Cheques or demand drafts received for the Application Amount from Applicants would be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the tranche prospectus(es) and the Escrow Agreement. The Escrow Collection Banks, for and on behalf of the Applicants, shall maintain the monies in the Escrow Account until the creation of security for the Bonds. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Applicants. On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by Allotment of the Bonds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account maintained with the Bankers to the Issue, provided that the sums received in respect of the Issue will be kept in the Escrow Account and the Company will have access to such funds only after creation of security for the Bonds. The amount representing the Applications that have been rejected shall be transferred to the Refund Account. Payments of refund to the Applicants shall be made from the Refund Account are per the terms of the Escrow Agreement and the tranche prospectus(es). Accordingly, PFC shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with all application monies received from NRIs (NRI Escrow Account). All application monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in the Debenture Trust Deed, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow Accounts to a separate bank account, (NRI Account), which shall be different from the Public Issue Account. PFC shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance with applicable statutory and/or regulatory requirements. PFC shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with all application monies received from FIIs (FII Escrow Account). All application monies received from FII applicants shall be deposited in the FII Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in the Debenture Trust Deed, the Escrow Collection Bank(s) shall transfer the monies from the FII Escrow Accounts to a separate bank account, (FII Account), which shall be different from the Public Issue Account. PFC shall at all times ensure that any monies kept in the FII Escrow Account and/or the FII Account shall be utilised only in accordance with and subject to the restrictions provided in applicable statutory and/or regulatory requirements. 38. Method of payment of purchase consideration for FII: FIIs shall make the payment for purchase of such securities either by inward remittance through normal banking channels or out of funds held in Foreign Currency Account or Non-resident Rupee Account maintained by the Foreign Institutional Investor with a designated branch of an authorised dealer with the approval of Reserve Bank of India. The payment of the application money shall be made in cheque or demand draft in rupee denominated currency only. 39. Payment into Escrow Account: Each Applicant shall draw a cheque or demand draft or remit the funds electronically through the mechanisms for the Application Amount as per the following terms: (a) All Applicants would be required to pay the full Application Amount for the number of Bonds applied for, at the time of the submission of the Application Form. (b) The Applicants shall, with the submission of the Application Form, draw a payment instrument for the full Application Amount in favour of the Escrow Account and submit the same to Bankers to the Issue. If the payment is not made favouring the Escrow Account along with the Application Form, the Application shall be rejected. (c) The payment instruments from non NRI and non FII applicants shall be payable in the PFC Tax Free Bonds-Escrow AccountEscrow Account. (d) The payment instrument from NRI applicants shall be payable in the NRI Escrow Account as PFC Tax Free Bonds-NRI Escrow Account. (e) The payment instrument from FII applicants shall be payable in PFC Tax Free Bonds-FII Escrow Account. (f) The monies deposited in the Escrow Account wil be held for the benefit of the Applicants until the Designated Date. (g) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue. The Escrow Collection Bank shall also refund all amounts payable to Applicants whose Applications have not been allotted Bonds. (h) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank), which is situated at, and is a member of or sub-member of the bankers clearing house located at the centre where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. (i) Cash/ stock-invest/money orders/ postal orders will not be accepted. 40. Submission of Application Forms: All Application Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the designated collection banks during the Issue Period. No separate receipts shall be issued for the money payable on the submission of Application Form. However, the collection banks will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant. Applications shall be deemed to have been received by us only when submitted to Bankers to the Issue at their designated branches as detailed above and not otherwise. All applications by Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors should be made in the form prescribed for these applicants and shall be received only by the Lead Managers and their respective affiliates. 41. Online Applications: Lead Managers may decide to offer an online Application facility for the Bonds, as and when permitted by applicable laws, subject to the terms and conditions prescribed. Accordingly, the investors may download forms for this use and submit the same together with cheques/demand drafts to the Bankers to the Issue and their collecting centres. However, Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors can apply only through pink coloured physical application forms provided by the Lead Managers and their respective affiliates. 42. Other Instructions : A. Joint Applications: Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form and at the address mentioned therein.; B. Additional/Multiple Applications: An applicant is allowed to make one or more applications for the Bonds for the same or other series of Bonds, subject to a minimum application size of 10 bonds and in multiples of 5 bonds, for each application. Any application for an amount below the aforesaid minimum application size will be deemed as an invalid application and shall be rejected. However, any application made by any person in his individual capacity and an application made by such person in his capacity as a karta of a Hindu Undivided family and/or as joint applicant, shall not be deemed to be a multiple application. For the purposes of allotment of Bonds under the Issue, applications shall be grouped based on the PAN, i.e. applications under the same PAN shall be grouped together and treated as one application. Two or more applications will be deemed to be multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same; C. Depository Arrangements: We have entered into Tripartite Agreement dated May 16, 2006 among us, the Registrar to the Issue and NSDL and dated April 16, 2006, among us, the Registrar to the Issue and CDSL, respectively for offering depository option to the investors and for issue and holding of the Bonds in dematerialised form. As per the provisions of the Depositories Act, 1996, the Bonds issued by us can be held in a dematerialized form as described under the heading - Applications for Allotment of Bonds in dematerialized form in this chapter; D. Communications: All future communications in connection with Applications made in the Issue should be addressed to the Registrar to the Issue, quoting all relevant details regarding the Applicant and its Application. Applicants can contact our Compliance Officer as well as the contact persons of the Lead Managers and the Registrar to the Issue in case of any Issue related problems such as non-receipt of allotment advice/credit of Bonds in the Depositarys beneficiary account/refund orders, etc. 43. Rejection of Applications: The Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: Number of Bonds applied for is less than the minimum Application size; Applications not duly signed by the sole/joint Applicants; Application amount paid not tallying with the number of Bonds applied for; Applications for a number of Bonds which is not in a multiple of five; Investor category not ticked; Bank account details not given; Applications by persons not competent to contract under the Indian Contract Act, 1872, as amended, including a minor without a guardian name; In case of Applications under Power of Attorney where relevant documents not submitted; Application by stockinvest or accompanied by cash / money order / postal order; Applications without PAN; and GIR number furnished instead of PAN; Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations; Applications by persons/entities who have been debarred from accessing the capital markets by SEBI; Applications by any persons outside India, barring applications made by NRIs on a non-repatriable and applications made by NRIs under a repatriable basis and FIIs as described above; For option to hold Bonds in electronic/dematerialised form, Depository Participant identification number, Client ID and PAN mentioned in the Application Form do not match with the Depository Participant identification number, Client ID and PAN available in the records with the depositories; Application under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not submitted; Address not provided in case of exercise of option to hold Bonds in physical form; Copy of KYC documents not provided in case of option to hold Bonds in physical form; and Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks, Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors applications not procured by the Lead Managers or their respective affiliates. Applications made by investors belonging to a particular Category on an application form meant for other applicants and vice-versa. Bank certificate not provided along with demand draft for NRI Applicants. In case of NRI applications if the money is received from NRO account and the account number mentioned in the application form is a repatriable account In case of NRI applications in physical form (on repatriable basis) submitted at collection centres other than the centres designated for submitting the application forms by NRI applicants for allotment in physical form. The collecting bank shall not be responsible for rejection of the Application on any of the technical grounds mentioned above. Application Forms received after the closure of the Issue shall be rejected. In the event, if any Bond(s) applied for is/ are not Allotted, the Application monies in respect of such Bonds will be refunded, as may be permitted under the provisions of applicable laws. 44. Basis of Allotment : The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days i.e. till January 2, 2012) or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of Directors/ Committee of the Company. In the event of such early closure of the subscription list of the Issue, our company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper. PFC shall finalise the Basis of Allotment in consultation with the Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions of the relevant Tranche Prospectus. The Designated Stock Exchange along with PFC, Lead Managers and the Registrar shall be responsible for ensuring that the Basis of Allotment is finalised in a fair and proper manner. 45. Grouping of Applications and Allocation Ratio: Applications received from various applicants shall be grouped together on the following basis: i) Applications received from Category I applicants: Applications received from Category I, shall be grouped together, (Category I Portion); ii) Applications received from Category II applicants: Applications received from Category II shall be grouped together, (Category II Portion); iii) Applications received from Category III applicants: Applications received from Category III applicants shall be grouped together, (Category III Portion). For removal of doubt, Category I Portion, Category II Portion and the Category III Portion are individually referred to as Portion and collectively referred to as Portions For the purposes of determining the number of Bonds available for allocation to each of the abovementioned Categories, PFC shall have the discretion of determining the number of Bonds to be allotted over and above the Base Issue Size, in case PFC opts to retain any oversubscription in the Issue upto the Shelf Limit of `4033.13 Crores. The aggregate value of Bonds decided to be allotted over and above the Base Issue Size, (in case PFC opts to retain any oversubscription in the Issue), and/or the aggregate value of Bonds upto the Base Issue Size shall be collectively termed as the Overall Issue Size. 46. Allocation Ratio: Reservations shall be made for each of the Portions in the below mentioned format and shall be indicated at the relevant Tranche Prospectus(es):Particulars; Category I; Category II; Category III; Size in %; 50 % of the Overall Issue Size; 25% of the Overall Issue Size; 25% of the Overall Issue Size; 47. Basis of Allotment for Bonds : (a) Allotments in the first instance: i. Applicants belonging to the Category I, in the first instance, will be allocated Bonds upto 50% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); ii. Applicants belonging to the Category II, in the first instance, will be allocated Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); iii. Applicants belonging to the Category III, in the first instance, will be allocated Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come first-serve basis, based on the date of submission of each application to the Bankers to the Issue, in each Portion subject to the Allocation Ratio. (b) Under Subscription: If there is any under subscription in any Portion, priority in allotments will be given in the following order: i. Category III Portion ii. Category II Portion iii. Category I Portion on a first come first serve basis within each Portion. (c) For each Portion, all applications received on the same day by the Bankers to the Issue would be treated at par with each other. Allotment to applications received on the same date would be on proportionate basis, where Bonds applied for exceeds Bonds to be allotted for each Portion respectively. (d) Minimum allotments of 1 Bond and in multiples of 1 Bond thereafter would be made in case of each valid application. (e) Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the applicants on the date of oversubscription (based on the date of submission of each application to the Bankers to the Issue, in each Portion). (f) Proportionate Allotments: For each Portion, on the date of oversubscription: i. Allotments to the applicants shall be made in proportion to their respective application size, rounded off to the nearest integer, ii. If the process of rounding off to the nearest integer results in the actual allocation of Bonds being higher than the Issue size, not all applicants will be allotted the number of Bonds arrived at after such rounding off. Rather, each applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference, iii. In the event, there are more than one applicant whose entitlement remain equal after the manner of distribution referred to above, PFC will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner. (g) Applicant applying for more than one series of Bonds: If an applicant has applied for more than one series of Bonds, and in case such applicant is entitled to allocation of only a part of the aggregate number of Bonds applied for, the Series-wise allocation of Bonds to such applicants shall be in proportion to the number of Bonds with respect to each Series, applied for by such applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and Designated Stock Exchange. All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue shall be taken by PFC in consultation with the Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Tranche Prospectus-1 and Shelf Prospectus. PFC has the discretion to close the Issue irrespective of whether any of the Portion(s) are fully subscribed. PFC would allot Tranche-1 Series -II Bonds to all valid applications, wherein the applicants have not indicated their choice of the relevant Series of Bonds. 48. Allotment Advice/Refund Orders: The unutilised portion of the application money will be refunded to the applicant by an A/c Payee cheque/demand draft. In case the at par facility is not available, PFC reserves the right to adopt any other suitable mode of payment. We may enter into an arrangement with one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/ RTGS/NEFT. PFC shall credit the allotted Bonds to the respective beneficiary accounts/dispatch the Letter(s) of Allotment or Letter(s) of Regret/Refund Orders to all applicants by Registered Post/Speed Post at the applicants sole risk, within 30 days from the date of closure of the Issue. Further, a) Allotment of Bonds offered to the public shall be made within a time period of 30 days from the date of closure of the Issue; b) Credit to demat account will be given within 2 working days from the date of allotment c) Interest at a rate of 15 per cent per annum will be paid if the allotment has not been made and/or the Refund Orders have not been dispatched to the applicants within 30 days from the date of the closure of the Issue, for the delay beyond 30 days. d) PFC will provide adequate funds to the Registrars to the Issue, for this purpose. 49. Filing of the tranche prospectus(es) with the Stock Exchanges: A copy of the tranche prospectus(es) shall be filed with the BSE. 50. Pre-Issue Advertisement: PFC shall, on or before the Issue Opening Date, publish a pre- Issue advertisement, in the form prescribed by the SEBI Debt Regulations, in one national daily newspaper with wide circulation. 51. IMPERSONATION: Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which is reproduced below: Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years. 52. Listing: The Bonds will be listed on BSE.BSE has given its In-principle listing approval vide its letter no.DCS/SP/PI-BOND/04/11-12 dated December 13, 2011. If the permission to deal in and for an official quotation of the Bonds are not granted by BSE, we shall forthwith repay, without interest, all such moneys received from the Applicants in pursuance of the tranche prospectus(es). The Company shall use best efforts to ensure that all steps for the completion of the necessary formalities for listing at the Stock Exchanges are taken within fifteen Working Days from the date of Allotment. 53. Utilisation of Application Money: The sums received in respect of the Issue will be kept in the Escrow Account and the Company will have access to such funds only after creation of security for the Bonds and as per applicable provisions of law(s), regulations and approvals.PFC shall at all times ensure that any monies kept in the NRI Escrow Account shall be utilised only in accordance with the FEMA (Borrowing and Lending in Rupees) Regulations, 2000 and other applicable statutory and/or regulatory requirements. 54. Undertaking by the Issuer : We undertake that: (a) the complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily; (b) we shall take necessary steps for the purpose of getting the Bonds listed within the specified time; (c) the funds required for dispatch of refund orders/ allotment advice/certificates by registered post shall be made available to the Registrar to the Issue by the company; (d) necessary co-operation to the credit rating agency(ies) shall be extended in providing true and adequate information until the debt obligations in respect of the Bonds are outstanding; (e) we shall forward the details of utilisation of the funds raised through the Bonds duly certified by our statutory auditors, to the Debenture Trustee at the end of each half year; (f) we shall disclose the complete name and address of the Debenture Trustee in our annual report; and (g) we shall provide a compliance certificate to the Debenture Trustee (on an annual basis) in respect of compliance with the terms and conditions of issue of Bonds as contained in the tranche prospectus(es). (h) We shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required by the company from time to time. FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS DEBENTURE TRUSTEE Company Secretary and Compliance Officer Mr. J. S. Amitabh, Urjanidhi, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India Tel: +91 11 2345 6000 Fax: +91 11 2345 6285 E-mail: taxfreebonds1112@pfcindia.com Website: www.pfc.gov.in Investors may contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Bonds in the respective beneficiary account or refund orders, etc.

LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

GDA Trustee & Consultancy Ltd. Shri Niwas Apte Road, 1202/ 29, Shivaji Nagar, Pune 411004, India Tel: 91-20-25510401 Fax: 91-20-25532567 Email: gdatm@vsnl.net Website: www.gdatc.com Contact Person: Mr. R.K.Kulkarni SEBI Registration No: IND000000034 *The SEBI registration of one of the Lead Managers to the Issue, SBI Capital Markets Limited was valid up to July 31, 2011. The application for renewal of the certificate of registration in the prescribed manner has been made by SBI Capital Markets Limited on April 29, 2011, to SEBI, three months before the expiry of the period of the certificate as required under Regulation 9(1) of the SEBI (Merchant Bankers) Regulations, 1992. The approval of SEBI in this regard is currently awaited. Escrow Collection Banks / Bankers to the Issue: State Bank of India, Capital Management Product-SBI F.A.S.T., 31, Mahal Industrial Esate, Off. Mahakali Caves Road, Andheri (East), Mumbai - 400 093, India; Tel: +91 (22) 2867 4805, Fax: +91 (22) 2867 5060, Email: agmpi.cmp@sbi.co.in, Contact Person: Mr. Ejaz Hussain, Website:www.statebankofindia.com, SEBI Registration No.: INBI00000038; HDFC Bank Limited: FIG-OPS Department, LodhaI, Think Techno Campus, O-3-Level, Next toKanjumarg Railway Station, Kanjumarg (East) Mumbai - 400 042, India, Tel: +91 (22) 3075 2928, Fax: +91 (22) 2579 9801, Email: uday.dixit@hdfcbank.com, figdelhi@hdfcbank.com, ajit.mann@hdfcbank.com, Contact Person: Mr. Uday Dixit, Website:www.hdfcbank.com, SEBI Registration No.: INBI00000063; IDBI Bank Limited: Unit No. 2, Corporate Park, Near Swastik Chambers, Sion-Trombay Road, Chembur, Mumbai - 400 071, India, Tel: +91 (22) 6690 8402, Fax: +91 (22) 2528 6173, Email:ipoteam@idbi.co.in, Contact Person: Mr.V. Jayananthan Website:www.idbibank.com, SEBI Registration No.: INBI00000076; ICICI Bank Limited: 9 A, Phelps Building, A-Block, Connaught Place, New Delhi-110 001, India, Tel: +91 (11) 6631 0336/ 6631 0322, Fax: +91 (11) 66310410/ 66310350, Email:abhay.s@icicibank.com, mohit.sa@icicibank.com, anil.gadoo@icicibank.com, Contact Person: Mr. Abhay Singh/Mr. Mohit Saxena / Mr. Anil Gadoo, Website:www.icicibank.com, SEBI Registration No.: INBI00000004; Kotak Mahindra Bank Limited: 5th Floor, Dani Corporate Park, 158 CST Road, Kalina, Santacruz (E), Mumbai 400 098, India, Tel: +91 (22) 6759 5336, Fax: +91 (22) 6759 5374, Email: amit.kr@kotak.com, Contact Person: Mr. Amit Kumar, Website:www.kotak.com, SEBI Registration No.: INBI00000927; Axis Bank Limited: 148, Statesman House, Barakhamba Road, New Delhi 110 001, India, Tel: +91 (11) 23311043/41521310, Fax: +91 (11) 2331 1054, Email:kumar.sandeep@axisbank.com, ashish.dhall@axisbank.com, rajiv.taneja@axisbank.com, Contact Person: Mr. Ashish Dhall/Mr.Sandeep Kumar/Mr. Rajiv Taneja, Website:www.axisbank.com, SEBI Registration No.: INBI00000017; Dhanlaxmi Bank Limited.: Janmabhoomi Bhavan, Janmabhoomi Marg, Fort, Mumbai-400 001, India, Tel. : 022 - 22022535 / 61541857, Fax : 022 -22871637 /61541725, Email:venkataraghavan.ta@dhanbank.co.in, Contact Person : Mr. Venkataraghavan.T.A, Website:www.dhanbank.com, SEBI Registration No. : INBI00000025; IndusInd Bank Limited: CMS-Hub, Solitaire Corporate Park, No. 1001, Building No. 10, Ground Floor, Guru Hargovindji Marg, Andheri East, Mumbai - 400093, Tel. : (+91) (22) 6772 3943/42/41, Fax : (+91) (11) 6623 8021/6772, Email: sanjay.vasarkar@indusind.com, Contact Person : Mr. Sanjay Vasarkar, Website:www.indusind.com, SEBI Registration No. : INBI00000002 Legal Advisors to the Issue: JurisPrudent Consulting Partners: First Floor, C-17, Community Centre, Janakpuri, New Delhi 110 058, India, Tel.: +91 (11) 3200 0177, Fax: +91 (11) 4158 8441, E-mail: corporate@jurisprudentconsulting.in, Contact Person: Mr. Ajay Jain STATUTORY AUDITORS: Raj Har Gopal &Co.: Chartered Accountants, 412, Ansal Bhawan, 16, K.G. Marg, New Delhi 110001, India, Tel: +91 11 4152 0698/ 4152 0699, Email: rajhargopal1@hotmail.com, Firm Registration No.: 002074N; N.K. Bhargava & Co.: Chartered Accountants, C-31, Acharya Nikaten, 1st Floor, Opp Pocket One, Mayur Vihar, Phase One, New Delhi 110091, India, Tel: +91 11 22793650, 22752376, Email: nkbhargavacompany@yahoo.co.in, Firm Registration No.: 000429N Credit Rating Agencies: CRISIL Limited: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076, India, Tel: +91 (22) 3342 3000, Fax: +91 (22) 3342 3050, Website: www.crisil.com; ICRA Limited: Building No. 8, 2nd Floor, Tower A, DLFCyberCity, Phase- II, Gurgaon 122 002, India, Tel: +91 (124) 4545 300, Fax: +91 (124) 4545 350, Website: www.icra.in
POWER FINANCE CORPORATION LIMITED
5

SBI Capital Markets Limited 202, MakerTower E, Cuffe Parade, Mumbai -400 005 Tel: +91 22 2217 8300; Fax: +91 22 2218 8332 Email: pfctaxfree@sbicaps.com Investor Grievance Email: investor.relations@sbicaps.com Website: www.sbicaps.com Contact Person: Mr Nithin Kanuganti /Mr. Puneet Deshpande Compliance Officer: Mr. Bhaskar Chakraborty SEBI Registration No.: INM000003531*

A. K. Capital Services Limited 30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point, Mumbai 400021, India Tel: +91 22 6754 6500/ 6634 9300; Fax: +91 22 6610 0594 Email: pfcbonds@akgroup.co.in Investor Grievance Email: investor.grievance@akgroup.co.in Website: www.akcapindia.com Contact Person: Mr. Hitesh Shah Compliance Officer: Mr. Vikas Agarwal SEBI Registration No.: INM000010411

RR Investors Capital Services Private Limited 133-A, 13th Floor, A-wing, Mittal Tower, Nariman Point, Mumbai - 400 021, India Tel: +91 22 2288 6627/28 Fax: +91 22 2285 1925 Email: pfcbonds@rrfcl.com Investor Grievance Email: investors@rrfcl.com Website: www.rrfinance.com/ www.rrfcl.com Contact Person: Mr. Brahmdutta Singh Compliance Officer: Mr. Sandeep Mahajan SEBI Registration No.: INM000007508

Karvy Computershare Private Limited Plot Nos.17-24, Vittal Rao Nagar, Madhapur, Hyderabad - 500 081, India. Tel: 1-800- 3454001 Fax: +91 (40) 23431551 Email: pfctaxfree@karvy.com Investor Grievance Email: einward.ris@karvy.com Website: www.karvy.com Contact Person: Mr. Murali Krishna SEBI Registration: INR000000221

IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS Prospective Investors should carefully consider all the information in this Shelf Prospectus, including the risks and uncertainties described below, and under Our Business on page 76 of this Shelf Prospectusand Financial Statements in Annexure I of this Shelf Prospectus, before making an investment in the Bonds. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, prospects, results of operations and financial condition. If any of the following or any other risks actually occur, our business prospects, results of operations and financial condition could be adversely affected and the price of, and the value of your investment in the Bonds could decline and you may lose all or part of your redemption amounts and /or interest amounts. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed in such risk factors. The numbering of risk factors has been done to facilitate ease of reading and reference, and does not in any manner indicate the importance of one risk factor over another. In this section, unless the context otherwise requires, a reference to the Company is a reference to Power Finance Corporation Limited and unless the context otherwise requires, a reference to we, us and our refers to Power Finance Corporation Limited and its Subsidiaries, joint ventures and associate companies, as applicable in the relevant fiscal period, on a consolidated basis. RISKS RELATING TO OUR BUSINESS AND INDUSTRY 1. We have a significant concentration of outstanding loans to certain borrowers, particularly public sector power utilities, many of which are historically loss-making, and if these loans become non-performing, the quality of our asset portfolio may be adversely affected. As of September 30, 2011, our single largest borrower accounted for 8.58% (` 9,475.81 crores) of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 31.86% (` 35,175.55 crores) and 53.99% (` 59,635.10 crores), respectively of our total outstanding loan assets amounting to ` 1,10,421.25 crores. We are a public financial institution focused on financing of the power sector in India, which has a limited number of borrowers primarily comprising State power utilities (SPUs) and State electricity boards (SEBs), many of which have been historically loss making. Our past exposure has been, and future exposure is expected to be, concentrated towards these borrowers. As of September 30, 2011, our state sector, central sector, joint sector and private sector borrowers accounted for 64.29%,19.19%,7.81% and 8.71%, respectively, of our total outstanding loans. Historically, public sector utilities have had a relatively weak financial position and have in the past defaulted on their indebtedness. Consequently, we have had to restructure some of the loans sanctioned to certain SPUs and SEBs, including rescheduling of repayment terms. In addition, many of our public sector borrowers, particularly SPUs, are susceptible to various operational risks including low metering at the distribution transformer level, high revenue gap, high receivables, low plant load factors and high aggregate technical and commercial (AT&C) losses, which may lead to further deterioration in the financial condition of such entities. As of September 30, 2011, our single largest borrower accounted for 8.58%of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 31.86% and 53.99%, respectively, of our total outstanding loans. In addition, we have additional exposure to these borrowers in the form of non-fund based assistance. Our most significant borrowers are primarily public sector power utilities. Any negative trends or financial difficulties, or an inability on the part of such borrowers to manage operational, industry and other risks applicable to such borrowers, could result in an increase in our non-performing assets (NPAs) and adversely affect our business, financial condition and results of operations. 2.Wemaynotbeabletorecover,ortheremaybeadelayinrecovering,theexpectedvaluefromsecurityandcollaterals for our loans, which may affect our financial condition. Although we endeavor to obtain adequate security or implement quasi-security arrangements in connection with our loans, we have not obtained such security or collateral for all our loans. In addition, in connection with certain of our loans, we have been able to obtain only partial security or have made disbursements prior to adequate security being created or perfected. There can be no assurance that any security or collateral that we have obtained will be adequate to cover repayment of our loans or interest payments thereon or that we will be able to recover the expected value of such security or collateral in a timely manner, or at all. As of September 30, 2011, 64.74% of our outstanding loans were secured by a charge on the relevant project assets, 12.70% were unsecured (but guaranteed by the relevant State government), and 22.56% were unsecured. Our loans are typically secured by various movable and immovable assets and/or other collaterals. We generally seek a first ranking pari passu charge on the relevant project assets for loans extended on a senior basis, while for loans extended on a subordinated basis, we generally seek to have a second pari passu charge on the relevant project assets. In addition, some of our loans may relate to imperfect security packages or negative liens provided by our borrowers. The value of certain kinds of assets may decline due to operational risks that are inherent to power sector projects, the nature of the asset secured in our favor and any adverse market or economic conditions in India or globally. The value of the security or collateral obtained may also decline due to an imperfection in the title or difficulty in locating movable assets. Although several pieces of legislation in India provide for various rights of creditors for the effective realization of collateral in the event of default, there can be no assurance that we will be able to enforce such rights in a timely manner, or at all. There could be delays in implementing bankruptcy or foreclosure proceedings. Further, inadequate security documentation or imperfection in title to security or collateral, requirement of regulatory approvals for enforcement of security or collateral, or fraudulent transfers by borrowers may cause delays in enforcing such securities. In addition, certain of our loans have been granted as part of a syndicate, and joint recovery action implemented by a consortium of lenders may be susceptible to delay. In addition, in the event that any specialized regulatory agency assumes jurisdiction over a defaulting borrower, actions on behalf of creditors may be further delayed. In addition, the RBI has developed a corporate debt restructuring process to enable timely and transparent debt restructuring of corporate entities that are beyond the jurisdiction of the Board of Industrial and Financial Reconstruction, the Debt Recovery Tribunal and other legal proceedings. The applicable RBI guidelines contemplate that in the case of indebtedness aggregating ` 100.00 million or more, lenders for more than 75.0% of such indebtedness by value and 60.0% by number may determine the restructuring of such indebtedness and such determination is binding on the remaining lenders. In circumstances where other lenders account for more than 75.0% of such indebtedness by value and 60.0% by number and they are entitled to determine the restructuring of the indebtedness of any of our borrowers, we may be required by such other lenders to agree to such debt restructuring, irrespective of our preferred mode of settlement of our loan to such borrower. In addition, with respect to any loans made as part of a syndicate, a majority of the relevant lenders may elect to pursue a course of action that may not be favorable to us. Any such debt restructuring could lead to an unexpected loss that could adversely affect our business, financial condition, results of operations. 3. We have granted loans to private sector borrowers on anon-recourseorlimitedrecoursebasis,whichincreasestheriskofnon-recoveryandmayadverselyaffectourfinancial condition. As of September 30, 2011, ` 9619.21 crores, or 8.71%, of our total loans outstanding as of such date, were to private sector borrowers. We commenced lending to private sector borrowers in fiscal year 1997. As of September 30, 2011, ` 9619.21 crores, or 8.71%, of our total loans outstanding as of such date, were to private sector borrowers. Under the terms of our loans to private sector borrowers, our loans are secured by project assets, and in certain cases, we also obtain additional collateral in the form of a pledge of shares by the relevant promoter, or sponsor guarantee. We expect to increase our exposure to private sector borrowers in the future. The ability of such borrowers to perform their obligations under our loans will depend primarily on the financial condition and results of the relevant projects, which may be affected by many factors beyond the borrowers control, including competition, operating costs, regulatory issues and other risks. If borrowers with non-recourse or limited recourse loans were to be adversely affected by these or other factors and were unable to meet their obligations, the value of the underlying assets available to repay the loans may become insufficient to pay the full principal and interest on the loans, which could expose us to significant losses. 4. Our ability to compete effectively is dependent on our ability to maintain a low effective cost of funds; inability to do so could have a material adverse effect on our business, financial condition and results of operations. Our ability to compete effectively is dependent on our timely access to, and the costs associated with raising capital and our ability to maintain a low effective cost of funds in the future that is comparable or lower than that of our competitors. Historically, we have been able to reduce our cost of capital and our reliance on commercial borrowings through issuance of Rupee denominated bonds and loans guaranteed by the GoI. We also benefit from certain tax benefits extended by the GoI. As a government owned NBFC, loans made by us to Central and State entities in the power sector are currently exempt from the RBIs prudential lending (exposure) norms that are applicable to other non-government owned NBFCs. In addition, in respect of certain of our foreign currency borrowings guaranteed by the GoI, we have been exempted from guarantee fees payable to the GoI, which has also enabled us to reduce our costs of funds. There can be no assurance that we will continue to benefit from any direct or indirect support from the GoI and any adverse development in GoI policies may result in an increase in our cost of funds. Following a general decrease in the level of direct and indirect financial support by the GoI to us in recent years, we are fundamentally dependent upon funding from the equity and debt markets and commercial borrowings and are particularly vulnerable in this regard given the growth of our business. The market for such funds is competitive and there can be no assurance that we will be able to obtain funds on acceptable terms, or at all. Many of our competitors have greater and cheaper sources of funding than we do. Further, many of our competitors may have larger resources or balance sheet strength than us and may have considerable financing resources. In addition, since we are a non-deposit taking NBFC, we may have restricted access to funds in comparison to banks and deposit taking NBFCs. While we have generally been able to pass any increased cost of funds onto our customers, we may not be able to do so in the future. If our financial products are not competitively priced, there is a risk of our borrowers raising loans from other lenders and in the case of financially stronger SPUs and SEBs and private sector borrowers, the risk of their raising funds directly from the market. Our ability to raise capital also depends on our ability to maintain our credit ratings in order to access various cost competitive funding options. We are also dependent on our classification as an IFC which enables us, among other things, to diversify our borrowings through the issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits to bondholders and to raise, under the automatic route (without the prior approval of the RBI), ECBs up to US$500.00 million each fiscal year. In addition, adverse developments in economic and financial markets or the lack of liquidity in financial markets could make it difficult for us to access funds at competitive rates. If we are not able to maintain a low effective cost of funds, we may not be able to implement our growth strategy, competitively price our loans and, consequently, we may not be able to maintain the profitability or growth of our business, which could have a material adverse effect on our business, financial condition and results of operations. 5. The escrow account mechanism and the trust and retention account arrangements implemented by us as a quasi-security mechanism in connection with the payment obligations of our borrowers may not be effective, which could adversely affect our financial condition and results of operations. We use escrow accounts as a credit enhancement
6

RISK FACTORS mechanism for certain of our public sector borrowers that do not meet certain of our credit risk criteria. As of September 30, 2011, 80.62% of our outstanding loans to State and Central sector borrowers involved such escrow account mechanism. Similarly, in the case of private sector borrowers, security is typically obtained through a first priority pari passu charge on the relevant project assets, and through a trust and retention mechanism. The escrow account mechanism and the trust and retention account arrangements are effective in the event that revenue from the end users or other receipts, as applicable, is received by our borrowers and deposited in the relevant escrow account or trust and retention account. We do not have any arrangement in place to ensure that such revenue is actually received or deposited in such accounts and the effectiveness of the escrow account mechanism and the trust and retention account arrangements is limited to such extent. In the event that end users do not make payments to our borrowers, the escrow account mechanism and the trust and retention account arrangements will not be effective in ensuring the timely repayment of our loans, which may adversely affect our financial condition and results of operations. In addition, as we diversify our loan portfolio and enter into new business opportunities, we may not be able to implement such or similar quasisecurity mechanisms or arrangements and there can be no assurance that even if such mechanisms and arrangements are implemented, that they wil be effective. 6. We are involved in a number of legal proceedings that, if determined against us, could adversely impact our business and financial condition. Our Company is a party to various legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts, tribunals, statutory and regulatory authorities/ other judicial authorities, and if determined against our Company, could have an adverse impact on the business, financial condition and results of operations of our Company. For further information relating to outstanding litigation against our Company, see the section titled Outstanding Litigation and Material Developments on page 140 of this Shelf Prospectus. No assurances can be given as to whether these legal proceedings wil be decided in our Companys favor or have no adverse outcome, nor can any assurance be given that no further liability will arise out of these claims. Details of the proceeding that have been initiated against and by our Company and the amounts claimed against and by us in these proceedings, to the extent ascertainable as on September 30 2011, are set forth below: Litigation pending against our Company, Nature of Proceedings, Number of Proceedings against the Company, Amount Involved, (` Crores)*; Writ Petitions, 4, Not ascertainable; Income Tax, 3, 65.03; Consumer Cases, 2, 0.01; Civil, Nil, Nil; Criminal, 1, Not ascertainable; Total, 10, 65.04; * The amounts stated do not include the interest claimed or payable. Litigation/Appeal preferred by our Company: Nature of Proceedings, Number of Proceedings preferred by the Company, Amount Involved (` Crores)*; Writ Petitions, Nil, Nil; Income Tax, 8, 43.57; Civil, 2, 14.03; Total, 10, 57.60; * The amounts stated do not include the interest claimed or payable. 7. Our borrowers insurance of assets may not be adequate to protect them against all potential losses to which they may be subject to, which could affect our ability to recover the loan amounts due to us. Under our loan agreements, where loans are extended on the basis of charge on assets, our borrowers are required to create a charge on their assets in our favour in the form of hypothecation or mortgage or both. In addition, terms and conditions of the loan agreements require our borrowers to maintain insurance against damage caused by any disasters including floods, fires and earthquakes or theft on their charged assets as collateral against the loan granted by us. However, in most cases our borrowers do not have the required insurance coverage, or they have not renewed the insurance policies or the amount of insurance coverage may be less than the replacement costs of all covered property and is therefore insufficient to cover all financial losses that our borrowers may suffer. In the event the assets charged in our favour are damaged, it may affect our ability to recover the loan amounts due to us. 8. We will be impacted by volatility in interest rates in our operations, which could cause our net interest margins to decline and adversely affect our profitability. Our operations wil be impacted by volatility in interest rates. Interest rates are highly sensitive due to many factors beyond our control, including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic and political conditions and other factors. Due to these factors, interest rates in India have historically experienced a relatively high degree of volatility. When interest rates decline, we are subject to greater re-pricing and prepayment risks as borrowers take advantage of the attractive interest rate environment. In periods of low interest rates and high competition among lenders, borrowers may seek to reduce their borrowing cost by asking lenders to re-price loans. If we are required to restructure loans, it could adversely affect our profitability. If borrowers prepay loans, the return on our capital may be impaired as any prepayment premium we receive may not fully compensate us for the costs of utilizing funds elsewhere. If interest rates rise we may have greater difficulty in maintaining a low effective cost of funds compared to our competitors, who may have access to lower cost funds. 9. Our interest income and profitability is dependent on the continued growth of our asset portfolio. Any declines in our net interest margins in the future can have a material adverse effect on our business, financial condition and results of operations. Our results of operations are substantial y dependent upon the level of our Net Interest Margins. Income from our financing activities is the largest component of our total income. Among other factors, volatility in interest rates can materially and adversely affect our financial performance. 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. Our net interest margin has decreased from4% in 2010-11 to3.91%for the half year ended September 30, 2011. Any such declines in our net interest margins in the future can have a material adverse effect on our business, financial condition and results of operations. 10. As an NBFC and an IFC, we are required to adhere to certain individual and borrower group exposure limits prescribed by the RBI. Any change in the regulatory regime may adversely affect our business, financial condition, results of operations. We are a systemically important non-deposit taking NBFC and are subject to various regulations by the RBI as an NBFC. With effect from July 28, 2010, our Company has been classified as an IFC by the RBI, which classification is subject to certain conditions including (i) a minimum of 75.0% of the total assets of such NBFC should be deployed in infrastructure loans (as defined under the Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007); (ii) net owned funds of ` 300.00 crore or more; (iii) a minimum credit rating of A or an equivalent credit rating of CRISIL, FITCH, CARE, ICRA or equivalent rating by any other accrediting rating agencies; and (iv) a capital to risk-weighted asset ratio (CRAR) of 15.0% (with a minimum Tier I capital of 10.0%). Tier I capital for such purposes mean Owned Funds as reduced by investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10.0% of the Owned Fund and perpetual debt instruments issued by a systemically important non-deposit taking NBFC in each year to the extent it does not exceed 15.0% of the aggregate Tier I capital of such company as on March 31 of the previous accounting year. The maximum exposure ceilings as prescribed in respect of systemically important non-deposit taking NBFC that are also IFCs under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are set out below: Concentration of credit / investment, Loan company,Infrastructure Finance Company; Lending ceilings; Lending to any single borrower, 15% (+ 5*), 25%; Lending to any single group of borrowers, 25% (+ 10*), 40%; Investing ceilings; Investing in shares of a company, 15% (+ 5*), 15% (+ 5*); Investing in shares of a single group of companies, 25% (+ 10*), 25% (+ 10*); Loans and investment taken together; Lending and investing to single party, 25% (+ 5*), 30%; Lending and investing to single group of parties, 40% (+ 10*), 50% * Additional exposure applicable in case the same is on account of infrastructure loan and/or investment. As of September 30, 2011, the CRAR of our Company was 18.22%. Any inability to continue being classified as an IFC may impact our growth plans by affecting our competitiveness. As an IFC, we will have to constantly monitor our compliance with the necessary conditions, which may hinder our future plans to diversify into new business lines. In the event we are unable to comply with the eligibility condition(s), we may be subject to regulatory actions by the RBI and/ or cancellation of our registration as a systemically important non-deposit taking NBFC that are also IFCs. Any levy or fines or penalties or the cancellation of our registration as an NBFC or IFC may adversely affect our business, prospects, results of operations and financial condition. In addition, the RBI has exempted us from prudential exposure norms in respect of lending to Central and State sector borrowers in the power sector until March 31, 2012. In compliance with RBIs directive in this regard, we are in the process of formulating and submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the manner in which we intend to comply with such prudential lending norms of the RBI, including additional capitalization. However, if such exemption is not extended, our business prospects, financial condition and results of operations may be adversely affected. In addition, our ability to borrow from various banks may be restricted under guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs. For example, according to the RBI, the exposure (both lending and investment, including off balance sheet exposures) of a bank to a single NBFC should not exceed 10.0% of the banks capital funds as per its last audited balance sheet. Banks may, however, assume exposures on a single NBFC up to 15.0% of their capital funds provided the exposure in excess of 10.0% is on account of funds on-lent by the NBFC to the infrastructure sector. Further, exposure of a bank to IFCs should not exceed 15.0% of its capital funds as per its last audited balance sheet, with a provision to increase it to 20.0% if the same is on account of funds onlent by the IFCs to the infrastructure sector. Banks may also consider fixing internal limits for their aggregate exposure to the power sector put together. Although we do not believe such exposure limits have had any adverse effects on our own liquidity, we believe that individual lenders from whom we currently borrow may not be able to continue to provide us funds. As we grow our business and increase our borrowings we may face similar limitations with other lenders, which could impair our growth and interest margins and could therefore have a material adverse effect on our business, financial condition, results of operations. 11. Our contingent liabilities in the event they were to materialize could adversely affect our business, financial condition, results of operations. As of September 30, 2011, we had contingent liabilities of ` 6162.00 crores including non-funded contingent exposure of ` 561.51crores in the form of guarantees and ` 5574.64 crores in the form of letters of comfort issued to borrowers banks in connection with letters of credit and other contingent liabilities of ` 25.85crores. If any or all of these contingent liabilities materialize, our financial condition could be adversely affected. 12. If the level of non-performing assets in our loan portfolio were to increase, our financial condition would be adversely affected. In the past, our gross NPAs have been as indicated below: Particulars as of, Amount of Gross NPA (` crores), NPA as % of total loan assets; As at March 31, 2009, 13.16, 0.02%; As at March 31, 2010, 13.16, 0.02%; As at March 31, 2011, 230.65, 0.23%; As at September 30, 2011, 237.86, 0.22%. The provisioning has been made in terms of prudential norms laid down internally by us. As a government owned NBFC, loans made by us to Central and State sector borrowers in the Indian power sector are currently exempt from the RBIs prudential lending (exposure) norms that are applicable to other nongovernment owned NBFCs. Such exemption, unless further extended by the GoI, is currently applicable until March 31, 2012. In compliance with RBIs directive in this regard, we are in the process of formulating and

submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the manner in which we intend to comply with such prudential norms of the RBI, including further capitalization. In accordance with our internal prudential norms, in case of government sector borrowers, we follow a loanwise NPA determination policy, rather than a borrower-wise NPA determination policy, which is a regulatory requirement for other non-government sector NBFCs. In the event we are required to follow a borrower-wise NPA determination policy for our government sector borrowers, our NPA levels may increase substantially, which may have a material adverse effect on our business, financial condition and results of operations. In addition, we may, from time to time, amend our policies and procedures regarding asset classification or rescheduling of our loans, which may also increase our level of NPAs. In addition, we are required to assign risk weight of 20.0% to the State government guaranteed loans not in default. However, if such loans have remained in default for a period of more than 90 days, a risk weight of 100.0% is assigned. Our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. For further information on RBI regulations and guidelines applicable to us, see section titled Regulations and Policies on page 99 of this Shelf Prospectus. If RBI provisioning norms were to become applicable to us, our level of NPAs and provisions with respect thereto could be significantly higher.If we are not able to prevent increases in our level of NPAs, our business and our future financial condition could be adversely affected. 13. Our statutory auditors have qualified their reports on our audited standalone financial statements for fiscal 2007, 2008, 2009, and 2010 and our audited consolidated financial statements for fiscal 2009 and 2010. There can be no assurance that there will not be any similar qualifications to our audited standalone and consolidated financial statements in future periods. Our statutory auditors have qualified their reports on our audited standalone financial statements for fiscal 2007, 2008, 2009 and 2010. Our statutory auditors have also qualified their reports on our audited consolidated financial statements for fiscal 2009 and 2010. Our statutory auditors have qualified their report on our audited standalone and consolidated financial statements for 2010 as reproduced below: Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided Deferred Tax Liability (DTL) on special reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in fiscal 2005, by charging the profit and loss account with ` 142.87 crores and debiting the free reserves by ` 745.14 crores (for creating DTL for fiscal 1998 to fiscal 2004). Since then the Company continued to provide DTL until the end of March 2008 by charging the profit and loss account. The total amount towards DTL up to March 31, 2008 comes to ` 1,228.38 crores. The Company during the fiscal 2009 reversed the DTL provided in earlier years amounting to ` 1,228.38 crores and also did not provide DTL amounting to ` 291.21 crores (including ` 133.28 crores for fiscal 2009) in the current year, contrary to opinions expressed by the EAC of the ICAI on two occasions dated November 23, 2004 and May 18, 2006, clarification furnished in July 2009 by the ICAI on the request of the Comptroller and Auditor General of India and mandatory provisions of Accounting Standard 22. In view of the facts and circumstances placed before us, the profits and free reserves of the Company are overstated by ` 774.45 crores and ` 745.14 crores (previous year ` 616.52 crores and ` 745.14 crores), respectively and DTL has been understated by ` 1,519.59 crores (previous year ` 1,361.66 crores). Further, the amount of capital considered in the calculation of Capital Risk Adjustment Ratio (CRAR) is overstated to the above extent. As regards the liability of ` 663.49 crores (previous year ` 908.94 crores) shown as Interest Subsidy Fund from GOI in the balance sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from the Ministry of Power, Government of India, the Company has estimated the net excess amount of ` 166.25 crores (previous year ` 283.14 crores) and ` 209.97 crores (previous year ` 44.27 crores) as at March 31, 2010, for the 9th Five Year Plan period and 10th Plan, respectively. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such we are not in a position to express our opinion thereon. Our statutory auditors have similarly qualified their reports on our audited standalone and consolidated financial statements for fiscal 2009 with respect to the non-provision of such deferred tax liability on special reserve created under Section 36(1)(viii) of the I.T. Act. In addition, our statutory auditors have similarly qualified their reports on (i) our audited standalone and consolidated financial statements for fiscal 2007, 2008, 2009 and 2010 with respect to the impact of the excess amount relating to the interest subsidy fund from the GoI under the AG&SP scheme and (ii) our audited standalone and consolidated financial statements for fiscal 2006, 2007 and 2008 with respect to certain balances shown under loans, advances and other debits/ credits in so far such balances have not been confirmed, realized, discharged or adjusted, which are subject to reconciliation. Our statutory auditors have not qualified their report on our audited standalone and consolidated financial statements for the financial year ended March 31, 2011. However, there can be no assurance that there will not be any similar qualifications to our audited standalone and consolidated financial statements in future periods. 14. The power sector in India and our business and operations are regulated by, and are directly and indirectly dependent on, GoI policies and support, which make us susceptible to any adverse developments in such GoI policies and support. We are a Government company operating in a regulated industry, and the GoI, acting through the MoP, exercises significant influence on key decisions relating to our operations, including with respect to the appointment and removal of members of our Board, and can determine various corporate actions that require the approval of our Board or shareholders, including proposed budgets, transactions with other Government companies or GoI entities and agencies, and the assertion of any claim against such entities. The GoI has also issued directions in connection with the payment of dividends by Government companies. The power sector in India and our business and operations are regulated by, and are directly or indirectly dependent on, GoI policies and support for the power sector. The GoI has implemented various financing schemes and incentives for the development of power sector projects, and we, like other Government companies, are responsible for the implementation of, and providing support to, such GoI schemes and initiatives. We may therefore be required to follow public policy directives of the GoI by providing financing for specific projects or sub-sectors in the public interest which may not be consistent with our commercial interests. In addition, we may be required to provide financial or other assistance and services to public sector borrowers and GoI and other government agencies in connection with the implementation of such GoI initiatives, resulting in diversion of management focus and resources from our core business interests. Any developments in GoI policies or in the level of direct or indirect support provided to us or our borrowers by the GoI in these or other areas could adversely affect our business, financial condition, results of operations. 15. We currently engage in foreign currency borrowing and lending and we are likely to continue to do so in the future, which will expose us to fluctuations in foreign exchange rates, which could adversely affect our financial condition. As of September 30, 2011, we had foreign currency borrowings outstanding of US$ 388.04million, Japanese Yen 42097.12 million and Euro 25.70 million, the total of which was equivalent to ` 4813.87 crores, or 5.29% of our total borrowings. We may continue to be involved in foreign currency borrowing and lending in the future, which will further expose us to fluctuations in foreign currency rates. Volatility in foreign exchange rates could adversely affect our business and financial performance. We are also affected by adverse movements in foreign exchange rates to the extent they impact our borrowers negatively, which may in turn impact the quality of our exposure to these borrowers. Foreign lenders may also impose conditions more onerous than domestic lenders. 16. Certain of our SEB borrowers have been restructured and we have not yet entered into definitive loan agreements with such restructured entities, which could affect our ability to enforce applicable loan terms and related State government guarantees.We have granted longterm loans to various SEBs that were guaranteed by the respective State governments. Pursuant to certain amendments to the Electricity Act, the respective State governments have restructured these SEBs into separate entities formed for power generation, transmission and/or distribution activities. As part of such restructuring process, all liabilities and obligations of the restructured SEBs relating to our loans were transferred, pursuant to a notification process, to the respective State government, which in turn transferred such liabilities and obligations to the newly formed State government-owned transmission, distribution and/or generation companies. However, the relevant notification transferring such liabilities and obligations under our loans necessitates the execution of a transfer agreement among us, the respective State government and the relevant newly formed transferee entity. We have not yet executed such transfer agreements with respect to some of these loans. In such circumstances, as the State government guarantees have not been reaffirmed to cover the debt obligations of such newly formed transferee entities, we may not be able to enforce the relevant State guarantees in case of default on our loans by such transferee entities. Although we intend to enter into such transfer agreements to ensure that the terms of our original loan agreements entered into with the SEBs continue to apply to such transferee entities, there can be no assurance that we will be able to execute such transfer agreements in a timely manner, or at all. In addition, the relevant State government may not reaffirm such guarantees with respect to the debt obligations assumed by such restructured transferee entities. There may also be delay, due to factors beyond our control, with respect to the establishment of relevant trust and retention account arrangements with such restructured transferee entities. In addition, we have restructured loans sanctioned to certain SPUs and other SEBs, including rescheduling of repayment terms.Any negative trends or financial difficulties faced by such SPUs and SEBs could increase our NPAs and adversely affect our business, financial condition and results of operations.17. We may incur shortfalls in the advance subsidy received under the Accelerated Generation and Supply Programme (AG&SP) of the GoI, which may affect our financial condition. In fiscal 1998, the GoI started the AG&SP, a scheme for providing interest subsidies for various projects. We oversee and operate this scheme on behalf of the GoI. The scheme subsidises our normal lending rates on loans to state power utilities. The subsidy is paid in advance directly to us from the central government budget and is to be passed on to the borrowers against their interest liability arising in future under the AG&SP. We maintain an interest subsidy fund account on account of the subsidy claimed from the GoI at net present value which is calculated at certain pre-determined and indicative discount rates, irrespective of the actual repayment schedule, moratorium period and duration of repayment. The impact of the difference between the indicative discount rate and period considered at the time of drawal and the actual can be ascertained only after the end of the respective repayment period in relation to that particular loan. There might be instances where there is a shortfall or a surplus in the subsidy received from the GoI. In the event of there being a shortfall, we shall have to bear the difference, which may affect our financial condition. 18. If we are unable to manage our growth effectively, our business and financial results could be adversely affected. Our business has grown since we began operations in March 1988. Our total loan assets increased from ` 43,902.83 Crores as of March 31, 2007 to ` 1,10,421.25Crores as of September 30, 2011.We intend to continue to grow our business, which could place significant demands on our operational, credit, financial and other internal risk controls. It may also exert pressure on the adequacy of our capitalization, making management of asset quality increasingly important. Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty in obtaining funding on attractive terms. Adverse developments in the Indian credit markets, such as the recent increase

POWER FINANCE CORPORATION LIMITED

IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS in interest rates, may significantly increase our debt service costs and the overall cost of our funds. Any inability to manage our growth effectively on favourable terms could have a material adverse effect on our business and financial performance. Because of our growth and the long gestation period for power sector investments, our historical financial statements may not be an accurate indicator of our future financial performance. 19. We might not be able to develop or recover costs incurred on our Ultra Mega Power Projects and our failure to do so may have an adverse effect on our profitability. We have been appointed as the nodal agency for the development of UMPPs, each with a contracted capacity of 3,500 MW or more. As of September 30, 2011, we have a total of 8 wholly-owned subsidiaries as special purpose vehicles (SPVs) for these projects.These SPVs have been established to conduct the bidding process in accordance with the Guidelines for Determination of Tariff by Bidding Process for Procurement of Power by Distribution Licensees, 2005, as amended. The SPVs undertake preliminary studies and obtain necessary linkages, clearances, land and approvals including for water, land and power sale arrangements, prior to transfer of the projects to successful bidders. The objective is to transfer these SPVs to successful bidders, through a tariff based international competitive bidding process, who will then implement these projects, on payment of development costs incurred by each SPV (including a success fee). We have and are likely to continue to incur expenses in connection with these SPVs. There may be delays in the development of such UMPPs or we may be unable to transfer these UMPPs due to various factors, including environmental issues, resistance by local residents, changes in related laws or regulatory frameworks, or our inability to find a developer for such projects. For example, development of two UMPPs have been delayed due to delay in receipt of certain clearances. In addition, we may not be able to fully recover our expenses from the successful bidder, which may result in financial loss to us, which could adversely affect our financial condition and results of operations. We have also been appointed as a bid process coordinator for the ITP scheme. The ITP scheme is a tariff based competitive bidding process for ITPs, similar to that followed for UMPPs, for the development of transmission systems through private sector participation. We earn revenue from our involvement with ITP projects in a manner similar to the UMPPs. Four SPVs, were initial y incorporated under the ITP scheme, of which one SPV was liquidated in December, 2010 and another SPV was transferred to the successful bidder in March, 2010 and the remaining two were recently transferred to successful bidders in March 2011. If we are unable to transfer these SPVs to successful bidders in the future, due to various reasons such as those mentioned above, it may result in financial loss to us, which could adversely affect our financial condition and results of operations. 20. Our agreements regarding certain of our joint venture arrangements or investments in other companies contain restrictive covenants, which limit our ability on transfer our shareholding in such ventures. Our Company has entered into various joint venture arrangements, pursuant to which certain joint venture companies have been incorporated, namely, National Power Exchange Limited, Energy Efficiency Services Limited and PTC India Limited (formerly known as Power Trading Corporation of India Limited). Our Company has also entered into a share subscription and shareholders agreement with the National Stock Exchange and National Commodity & Derivates Exchange Limited subscribing to the equity shares of Power Exchange India Limited. Furthermore, our Company has investments in the Small is Beautiful Fund, a venture capital fund established with the objective to invest in equity and equity like instruments of special purpose vehicles involved in the development of power projects. For further information see section titled History and Certain Corporate Matters on page 110 of this Shelf Prospectus. Further, as we hold minority interests in each of these joint venture companies, our joint venture partners wil have control over such joint venture companies (except to the extent agreed under the respective joint venture agreements). In addition, we have not made provisions for the decline in value of such investments. Under the terms of the relevant agreements our Company is not permitted to transfer its shareholding in the joint ventures to a third party for a specified lockin period and/or with consent of the board of director or the other parties to such agreement/ arrangement. Such covenants may limit our ability to make optimum use of our investments or exit these joint ventures and thereby liquidating our investments at our discretion, which may have an adverse impact on our financial condition. In addition, we cannot assure that we will be able perform or comply with our obligations under the joint venture agreements and our failure to do so may result in a breach of such agreements, which could affect our rights under these agreements. Further, the success of these joint ventures is dependent upon the cooperation of our joint venture partners. These joint ventures are subject to the risk of non-performance by our joint venture partners of their obligations, including their financial obligations, in respect of the joint venture. Joint venture partners may have business interests or goals that may differ from our business interests or goals, or those of our shareholders. Any disputes that may arise between our joint venture partners and us may cause delays in completion or the suspension or abandonment of the venture. In addition, though our joint ventures confer rights on us, our joint venture partners have certain decision-making rights that may limit our flexibility to make decisions relating to such business, and may cause delays or losses. 21. We benefit from certain tax benefits available to us as a lending institution. If these tax benefits are no longer available to us it would adversely affect our business, financial condition, results of operations. We have received and currently receive tax benefits by virtue of our status as a lending institution, including as a result of our lending within the infrastructure sector, which have enabled us to reduce our effective tax rate. In fiscal 2008, 2009, 2010, 2011 and for the half year ended September 30, 2011, our effective tax liability, calculated on the basis of our tax liability as a percentage of profit before tax, was 27%,24.7%,26.6%, 25.37% and 25.27% respectively, compared to statutory corporate tax rates (including surcharge and cess) of 33.99%, 33.99%, 33.99%, 33.22% and 32.44% respectively in such periods. The availability of such tax benefits is subject to the policies of the GoI, among other things, and there can be no assurance as to any tax benefits that we will receive in the future. If the laws or regulations regarding these tax benefits are amended, our taxable income and tax liability may increase, which would adversely impact our financial condition and results of operations. 22. We may make equity investments in power sector in the future and such investments mayerode/depreciate. Wemaymakeequityinvestments in the power sector either directly or indirectly. As of September 30, 2011, our investments in equity and equity linked instruments were ` 26.68 crores. The value of these investments depends on the success and continued viability of these businesses. In addition to the project-specific risks described in the above risk factors, we have limited control over the operations or management of these businesses. Therefore, our ability to realize expected gains as a result of our equity interest in a business is highly dependent on factors outside our control. Write-offs or write-downs in respect of our equity investments may adversely affect our financial performance. 23. The GoI holds a majority of our Equity Shares and can therefore determine the outcome of shareholder voting and influence our operations. Our principal shareholder, GoI, holding 73.72% of our paid up equity sharecapital, exercises a significant degree of influence over us and will be able to control the outcome of any proposal that can be passed with a majority shareholder vote. In addition, the GoI significantly influences our operations through its various departments and policies. 24. We are subject to restrictive covenants under our credit facilities that could limit our flexibility in managing our business. There are restrictive covenants in the agreements we have entered into with certain banks and financial institutions for our short term borrowings, medium term borrowings, long term borrowings and bonds trust deeds. 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 or taking up an allied line of business. Such restrictive covenants in our loan and bond 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 134 of the Shelf Prospectus. 25. Our success depends in large part upon our management team and skilled personnel and our ability to attract and retain such persons.The loss of key personnel may have an adverse affect on our business, results of operations, financial condition and ability to grow. Our future performance depends on the continued service of our management team and skil ed personnel. We also face a continuous challenge to recruit and retain a sufficient number of suitably skilled personnel, particularly as we continue to grow. There is significant competition for management and other skilled personnel in our industry, and it may be difficult to attract and retain the personnel we need in the future. While, we have employee friendly policies including an incentive scheme to encourage employee retention, the loss of key personnel may have an adverse affect on our business, results of operations, financial condition and ability to grow. 26. The power sector financing industry is becoming increasingly competitive and our growth wil depend on our ability to compete effectively and maintain a low effective cost of funds. We face increasing competition from public and private sector commercial banks in India and from other financial institutions that provide power sector finance products or services. Many of our competitors have greater and cheaper resources than we do. Competition in our industry depends on, among other things, the ongoing evolution of government policies relating to the industry, the entry of new participants into the industry and the extent to which there is consolidation among banks and financial institutions in India. Our ability to compete effectively is dependent on our ability to maintain a low effective cost of funds. Our borrowing costs have been competitive in the past initially due to the sizeable equity contribution by the GoI as a 100% owner, the availability of tax-free bonds, SLR bonds and loans guaranteed by the GoI and subsequently as a result of our strong credit ratings. With the growth of our business, we are increasingly reliant on funding from the debt capital markets and commercial borrowings. The market for such funds is competitive and our ability to obtain funds on acceptable terms will depend on various factors including our ability to maintain our credit ratings. If 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 to our borrowers, which could adversely affect our business growth. 27. Power projects carry certain risks, which to the extent they materialize could adversely affect our business and financial performance. Our business mainly consists of lending to and providing advisory services to power sector projects in India. Power sector projects carry project-specific as well as general risks. These risks are generally out of our control and include: political, regulatory, fiscal, monetary, legal actions and policies that may adversely affect the viability of projects to which we lend; changes in government and regulatory policies relating to the power sector; delays in the construction and operation of projects to which we lend; adverse changes in demand for, or the price of, power generated or distributed by the projects to which we lend; the willingness and ability of consumers to pay for the power produced by projects to which we lend; shortages of, or adverse price developments for, raw materials and key inputs for power production such as coal and natural gas; increased project costs due to environmental challenges and changes in environmental regulations; potential defaults under financing arrangements of project companies and their equity investors; failure of co-lenders with us under consortium lending arrangements to perform on their contractual obligations; failure of third parties such as contractors, fuel suppliers, subcontractors and others to perform on their contractual obligations in respect of projects to which we lend; adverse developments in the overall economic environment in India; adverse fluctuations in interest rates or currency exchange rates; and economic, political and social instability or occurrences such as natural disasters, armed conflict and terrorist attacks, particularly where projects are located or in the markets they are intended to serve. To the extent these or other risks relating to the power projects we finance materialize, the quality of our asset portfolio and our profitability may be adversely affected. 28. Negative trends in the Indian power sector or the Indian economy could adversely affect our business and financial performance. Our Company was formed with the objective of extending finance to and promoting Indian power projects and related activities. For the foreseeable future, we expect to continue to be a sector specific public financial institution with a focus on the Indian power sector. Any negative trend or financial difficulty in the Indian power sector could adversely affect our business and financial performance. We believe that the further development of Indias power sector is dependent on regulatory framework, policies and procedures that facilitate and encourage private and public sector investment in the power sector. Many of these policies are evolving and their success will depend on whether they properly address the issues faced and are effectively implemented. Additionally, these policies will need continued support from stable and experienced regulatory regimes throughout India that not only stimulate and encourage the continued investment of capital into power development, but also lead to increased competition, appropriate allocation of risk, transparency and more efficient power supply and demand management to the end consumer. The allocation of capital and the continued growth of the power sector are also linked to the continued growth of the Indian economy. Since much of the power supply in India has historically been provided by the central and state governments at a relatively low charge to consumers, the growth of the power industry will be impacted by consumers income levels and the extent to which they would be willing to pay or can be induced to pay for power. If the central and state governments initiatives and regulations in the power sector do not proceed to improve the power sector as intended or if there is any downturn in the macroeconomic environment in India or in the power sector, our business and financial performance could be adversely affected. 29. We have certain cash credit facilities which can be recalled by our lenders at any time that may affect our financial condition adversely. We have certain cash credit facilities amounting to ` 1524.46 crores as on September 30, 2011 which can be recalled by our respective lenders at any time. In the event any of our lenders recall the cash credit facilities, we may face adverse liquidity problems and our financial condition may get affected to the extent of the financial assistance recalled. 30. A decline in our capital adequacy ratio could restrict our future business growth. We are required under applicable laws and regulations to maintain a capital adequacy ratio of at least 15.0% of our risk-weighted assets, with the minimum requirement of Tier I capital being 10.0%. Our capital adequacy ratio was 18.22% as of September 30, 2011, with Tier I capital comprising 17.25%. 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. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favorable to us or that we will be able to retain our IFC classification and this may adversely affect the growth of our business. 31. We have entered and may enter into certain transactions with related parties, which may not be on an arms length basis or may lead to conflicts of interest. We have entered and may enter into transactions with related parties, including our Directors. There can be no assurance that we could not have achieved more favorable terms on such transactions had they not been entered into with related parties. Furthermore, it is likely that we will enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. The transactions we have entered into and any future transactions with related parties have involved or could potential y involve conflicts of interest. Our subsidiary PFC Consulting Limited (PFCCL) is engaged in the consultancy services business, and our own constitutional documents permit us to engage in similar business, and there is no relationship agreement or similar arrangement currently in place between PFCCL and us, which may result in potential conflicts of interest. 32. Our Directors may have interests in companies/entities similar to ours, which may result in a conflict of interest that may adversely affect future financing opportunity referrals. Some of our Directors have interests in other companies, which are in businesses similar to ours, which may result in potential conflict of interest. Our Director, Mr. M. K. Goel is also a director on the board of PTC India Financial Services Limited, a company that has business interest similar to ours. Further, our Director Mr. Devender Singh is a government nominee director on the board of Rural Electrification Corporation Limited, which is also in a business similar to ours. For further information with respect to directorships of certain of our Directors, see section titled Management on page 121 of this Shelf Prospectus. Accordingly, potential conflicts of interest may arise out of common business objectives shared by us and our Directors and there can be no assurance that these or other conflicts of interest will be resolved in an impartial manner. 33. We have negative cash flows from operations in recent periods. There is no assurance that such negative cash flows from operations shall not recur in the future. Our cash outflows relating to loans and advances we disburse (net of any repayments we receive) are reflected in our cash flow from operating activities whereas the cash inflows from external funding we procure (net of any repayments of such funding) to disburse these loans and advances are reflected in our cash flows from financing activities. The net cash flows from investing activities primarily represent sale and purchase of fixed assets, other investments and interest received. The following table sets forth certain information with respect to our historical negative cash flows in the periods indicated: (` in Crores) Particulars, As of March 31(Consolidated), As of September 30, 2011; 2009, 2010, 2011; Net cash from operating activities, (10,736.90), (13,405.21), (16,575.45), (9079.77); Net cash from investing activities, 32.11, 8.78, (21.21), 5.01; Net cash from financing activities, 10449.28, 14,437.23, 17,580.46, (8205.87); Net increase/(decrease) in cash and cash equivalents, (255.51), 1,040.80, 983.80, (868.89). Our operating profits before allocation for working capital changes in these periods were as follows: Particulars, Amount (` in crores); Fiscal 2009, 2270.98; Fiscal 2010, 2831.52; Fiscal 2011, 3647.36; As of September 30, 2011, 2084.51. However, our net cash flow from operating activities was negative in these periods as a result of an increase in our lending operations. 34. Our insurance may not be adequate to protect us against all potential losses to which we may be subject. We maintain insurance for our physical assets such as our office and residential properties against standard fire and special perils (including earthquake), amounting to ` 108 crores. In addition, we maintain a group personal accident insurance as well as directors and officers insurance policy. However, the amount of our insurance coverage may be less than the replacement cost of such property and may not be sufficient to cover all financial losses that we may suffer should a risk materialize. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our results of operations and financial position. In addition, in the future, we may not be able to maintain insurance of the types or in the amounts which we deem necessary or adequate or at premiums which we consider acceptable. The occurrence of an event for which we are not adequately or sufficiently insured or the successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance policies (including premium increases or the imposition of large deductible or coinsurance requirements), could have a material and adverse effect on our business, financial condition, results of operations, and cash flows. 35. We may not be able to identify attractive financing or investment opportunities, or provide financing to or make investments in such identified opportunities, which may adversely affect our financial condition and results of operations. There can be no assurance that we will be able to identify attractive financing or investment opportunities that meet our financing and investment criteria, or provide financing to or make investments in such identified opportunities. The activity of identifying attractive financing and investment opportunities is highly competitive and providing financing to or making such investments may be subject to various factors beyond our control. In addition, we may not be able to fully ascertain the risks involved in the power sector projects we finance or invest in due to limited information. Furthermore, any investment that we make in power sector projects may be subject to contractual, legal and other restrictions, such as pre-emption rights and the requirement to obtain consents and approvals on resale. Lack of liquidity in these investments may make it difficult to sell investments even if we determine that the sale is in our interest. In addition, if we are required to liquidate all, or a portion of our investment portfolio quickly, we may not realize an appropriate value for our investments. We may also face other restrictions on our ability to liquidate an investment in an investee company to the extent that we have material non-public information regarding such company. In addition, the large number of competitors compared to the limited number of attractive investment opportunities in the Indian power sector may increase the cost at which investments may be made and reduce potential profits. We may also incur significant expenses identifying, investigating and seeking to acquire potential investments, which are ultimately not consummated, including expenses relating to due diligence, transportation, extended competitive bidding processes, legal expenses and the fees of other third-party advisors. Furthermore, in case of equity investments in the power sector, our competing entities may seek to sell assets at the same time as us, thereby resulting in a decline in the value of such assets. 36. We are in process of executing a perpetual lease deed for our registered office premises and consequently do not have title to the premises at present. In accordance with the Memorandum of Agreement dated February 5, 2002 entered into with NDMC, we were required to execute a perpetual lease deed with the NDMC after completion of construction of the building where our registered office is located. We are currently awaiting execution of the same, as a result of which, we presently do not hold title to the premises where our registered office is situated. 37. Our business and our industry are dependent on the policies and support of the Government of India which makes us susceptible to changes in such policies and the level of support we receive. We are a GoI undertaking operating in a regulated industry. Our business and our industry are dependent, directly and indirectly, on the policies and support of the GoI in many significant ways, including with respect to the cost of our capital, the financial strength of our borrowers, the management and growth of our business and our industry and our overall profitability. Historically, we have been able to reduce our cost of capital and reliance on commercial borrowings because of various forms of assistance received from GoI. Currently, we receive tax concessions with respect to certain types of our bonds that enable us to price such bonds at a lower rate of interest than would otherwise be available to us. We also benefit from direct tax benefits provided by the GoI. The GoI also impacts the nature of our business in a number of ways. In particular, the GoI establishes the schemes in which we and our borrowers participate. Like any other public sector undertaking, the GoI can also influence or determine key decisions about our Company, including with respect to dividends and the appointment of members of our Board. Additionally, the GoI may implement policies that are inconsistent with our business objectives. For example, although we intend to continue to diversify our asset portfolio and continue to increase generationrelated lending activity, our lending capacity is not unlimited and the GoI could seek refocus of our lending capacity on transmission and distribution projects or rural areas. Our borrowers are also significantly impacted by the policies and support of the GoI in a variety of ways, as the GoI regulates the industry in which our borrowers operate. For example, the GoI has established a number of schemes and provides incentives that provide benefits to power projects that have enhanced the financial viability of the projects and the financial position of our borrowers. Additionally, the GoI has in the past assisted us in procuring the repayment of our loans from our borrowers. Furthermore, the growth of our business is dependent upon the continued growth of the power sector and the overall Indian economy, which are significantly impacted by the policies of the GoI. Changes in the policies of or in the level of direct or indirect support to us provided by, the GoI in these or other areas could have a material adverse effect on our business, financial condition and results of operations. 38. Our ability to borrow from various banks may be restricted by changes in guidelines issued by the RBI imposing restrictions on banks in relation to their exposure on NBFCs, including us, that may adversely affect our growth and margins. The RBI regulates on a continuous basis, the permitted exposure (both lending and investment, including off balance sheet exposures) that banks may hold with respect to NBFCs such as ourselves. Accordingly, banks may assume exposure limits of up to 15% of the banks capital funds as per its last audited balance sheet for a NBFC engaged in businesses similar to our Company, provided the exposure in excess of 10%, is on account of funds on-lent by the NBFC to the infrastructure sector. Presently, the ceiling on bank credit-linked to Net Owned Fund of NBFCs has been withdrawn in respect of all NBFCs registered with the RBI and engaged in principal business of loan and investment activities, among others. Accordingly, banks may extend need based working capital facilities as well as term loans to all such NBFCs. Furthermore, the RBI has suggested that banks consider fixing internal limits for their aggregate exposure to all NBFCs and may formulate suitable loan policies with the approval of their boards of directors within the prudential guidelines and exposure norms prescribed by the RBI to extend various kinds of credit facilities to NBFCs subject to certain conditions. Although we do not believe such exposure limits has had any adverse effects on our own liquidity, we believe that individual lenders from whom we currently borrow may not be able to continue to provide us funds. As we grow our business and increase our borrowings we may face similar limitations with other lenders, which could impair our growth and interest margins and could therefore have a material adverse effect on our business, financial condition and results of operations. 39. We may fail to obtain certain regulatory approvals in the ordinary course of our business in a timely manner or at all, or to comply with the terms and conditions of our existing regulatory approvals and licenses which may have a material adverse effect on the continuity of our business and may impede our effective operations in the future. We require certain regulatory approvals, sanctions, licenses, registrations and permissions for operating and expanding our business. We may not receive or be able to renew such approvals in the time frames anticipated by us, or at all, which could adversely affect our business. If we do not receive, renew or maintain the regulatory approvals required to operate our business it may have a material adverse effect on the continuity of our business and may impede our effective operations in the future. NBFCs in India are subject to strict regulations and supervision by the RBI. These laws and regulations impose numerous requirements on us, including those relating to asset classification and prescribed levels of capital adequacy, cash reserves and liquid assets. However, as a government company, loans made by us to Central and State entities in the power sector have been exempted from certain RBI policies relating to prudential lending norms applicable to certain non-government NBFCs, such as asset classification norms, RBIs norms in respect of cash reserves and liquid assets. In addition to the numerous conditions required for the registration as a NBFC with the RBI, we are required to maintain certain statutory and regulatory permits and approvals for our business. In the future, we wil be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Failure by us 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. Further, the RBI has not provided for any ceiling on interest rates that can be charged by non-deposit taking NBFCs. There may be future changes in the regulatory system or in the enforcement of the laws and regulations including policies or regulations or legal interpretations of existing regulations, relating to or affecting interest rates, taxation, inflation or exchange controls, that could have an adverse effect on non-deposit taking NBFCs. In addition, we are required to make various filings with the RBI, the RoC and other relevant authorities pursuant to the provisions of RBI regulations, Companies Act and other regulations. If we fail to comply with these requirements, or a regulator claims we have not complied with such requirements, we may be subject to penalties. Moreover, these laws and regulations can be amended, supplemented or changed at any time such that we may be required to restructure our activities and incur additional expenses in complying with such laws and regulations, which could materially and adversely affect our business. In addition, any historical or future failure to comply with the terms and conditions of our existing regulatory or statutory approvals may cause us to lose or become unable to renew such approvals. For further details, see section titled Regulations and Policies on page 99 of this Shelf Prospectus. 40. We are subject to stringent labour laws, thus making it difficult for us to maintain flexible human resource policies, which could have an adverse affect on our business, financial condition and results of operations. India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for employee removal and dispute resolution and imposes financial obligations on employers upon employee layoffs. This makes it difficult for us to maintain flexible human resource policies, discharge employees or downsize, which though not quantifiable, may adversely affect our business and profitability. 41. Some of the properties taken on lease by us may have certain irregularities in title, as a result of which our operations may be impaired.We have taken on lease properties for the purposes of our branch offices and for residential purposes for our employees. Certain of these properties may not have been constructed or developed in accordance with local planning and building laws and other statutory requirements. In addition, there may be certain irregularities in title in relation to some of our owned/leased properties. For example, some of the agreements for such arrangements may not have been duly executed and/or adequately stamped or registered in the land records of the local authorities or the lease deeds have expired and have not yet been renewed. Our business may be adversely affected if we are unable to continue to utilize these properties as a result of any irregularity of title or otherwise. 42. We have not entered into any definitive arrangements to utilise the Net Proceeds towards the object of this Issue. We intend to utilize the Net Proceeds raised through this Issue towards lending purposes, debt servicing and working capital requirements, after meeting the Issue expenses. Our Company has not entered into any definitive agreements for utilization of the Net Proceeds towards the object of this Issue. For further details in this regard, see the section titled Objects of the Issue on page 61 of the Shelf Prospectus. 43. We may become liable for the acts or omissions of external consultants engaged by PFC Consulting Limited (PFCCL). Our Companys wholly-owned subsidiary, PFCCL, provides consultancy services and may undertake execution and valuation of projects in the power distribution sector on behalf of its clients. For these purposes, PFCCL employs external consultants. In the event that any acts or omissions of these external consultants result in professional negligence or breach of contract, we could become liable to our clients or third parties for the acts or omissions of such external consultants which could have an adverse affect on our business, financial condition and results of operations. 44. Any Cross Default of financial indebtedness would trigger payment to all other borrowings made by the corporation thereby adversely affecting the liquidity position of the Company. PFC has given cross default covenant in few of its borrowings which means that if the company defaults in any of its obligation under its loan, the loan which has the cross default clause will also become payable even if there is no breach of covenant or default of payment on this loan. The risk may have impact on the liquidity in case of happening of such event. 45. Volatility in Foreign Exchange and un-hedged foreign currency could adversely affect our financial conditions and results of operations. The Company has put in place Currency Risk Management (CRM) policy to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like currency forward, option, principal swap, interest rate swap and forward rate agreements. We are currently engaged in borrowing from the foreign market in foreign currency. The enhanced level of borrowing will expose PFC to fluctuations in foreign exchange rates which may have adverse effects on financial results of the corporation. As on 30th September, 2011, our outstanding foreign currency borrowing is 6%approx. of the total liabilities. Although we have in place currency risk management policy to manage risk associated with foreign currency borrowing but there is no assurance that it will remain effective over a period of time. We expect our Company may be exposed to fluctuations in foreign currency rates with the increased foreign currency borrowings. Volatility in foreign exchange could adversely affect our financial conditions. As on September 30, 2011, we had entered into hedging transaction or lent on back-to-back basis to cover 13.75% of its foreign currency principal exposure. 46. Significant differences exist between Indian GAAP and IFRS which may be material to investors assessment of our financial condition. We may be required to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the adoption of, and convergence with, IFRS announced by the Ministry of Corporate Affairs, GoI in January, 2010. The convergence of certain Indian Accounting Standards with IFRS was notified by the Ministry of Corporate Affairs on February 25, 2011. The date of implementing such converged Indian accounting standards has not yet been determined, and will be notified by the Ministry of Corporate Affairs in due course after various tax-related and other issues are resolved. Our financial condition, results of operations, cash flows or changes in shareholders equity may appear material y different under IFRS than under Indian GAAP. This may have a material adverse effect on the amount of income recognized during that period and in the corresponding period in the comparative period. In addition, in our transition to IFRS reporting, we may encounter difficulties in the ongoing process of implementing and enhancing our management information systems. Moreover, our transition may be hampered by increasing competition and increased costs for the relatively small number of IFRS-experienced accounting personnel available as more Indian companies begin to prepare IFRS financial statements. 47. There is a significant risk due to changes in environment norms being followed for the thermal power projects with the corporations main focus for financing of thermal projects, it may pose problems in future. With the adoption of norms provided for the climate conservation in line with the global parameters there may be risk for the environmental norms being followed for the thermal power projects which is the PFCs major focus in financing of the generation projects. This may pose a problem in the future sanctions/ disbursements and also the timely implementation of these power projects. Consequently any delay in implementation of these projects will have adverse impact on the financials of the Corporation. 48. As the Company adopts Information Technology the risk exists for the possibilities of IT frauds. With the computerization of the accounting, payroll, human resource systems and in other areas of PFC, there is every possibility of fraud related to hacking of internal systems, possibility of manual intervention which may lead to frauds. RISKS RELATING TO THE INDIAN ECONOMY: We are an Indian company and all of our assets and customers are located in India. Consequently, our financial performance will be influenced by political, social and economic developments in India and in particular by the policies of the GoI. For Risks relating to the Indian Economy, please refer to page no. 26 of the Shelf Prospectus. RISKS RELATING TO THE BONDS: 64. There has been no prior public market for the Bonds and it may not develop in the future, and the price of the Bonds may be volatile. The Bonds have no established trading market. There can be no assurance that an active public market for the Bonds will develop or be sustained. The liquidity and market prices of the Bonds can be expected to vary with changes in market and economic conditions, our financial condition and prospects and other factors that generally influence market price of Bonds. Such fluctuations may significantly affect the liquidity and market price of the Bonds, which may trade at a discount to the price at which you purchase the Bonds. 65. The Bonds are classified as tax free bonds eligible for tax exemption under Section 10(15)(iv)(h) of the Income Tax Act, up to an amount of interest on such bonds.The Bonds are classified as tax free bonds issued in terms of Section 10(15)(iv)(h)ofthe Income Tax Act and the notification dated September 23, 2011, issued by the CBDT. In accordance with the said section, the amount of interest on such bonds shall be entitled to exemption under the provisions of Income Tax Act. Therefore only the amount of interest on bonds is exempt and not the actual amount of investment. 66. There is no guarantee that
POWER FINANCE CORPORATION LIMITED
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IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS the Bonds issued pursuant to this Issue will be listed on BSE in a timely manner, or at all. In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued pursuant to this Issue will not be granted until after the Bonds have been issued and allotted. Approval for listing and trading will require all relevant documents authorising the issuing of Bonds to be submitted. There could be a failure or delay in listing the Bonds on the BSE. 67. 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 Bonds. Our ability to pay interest accrued on the Bonds and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors, 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 Bonds and/or the interest accrued thereon in a timely manner, or at all. 68. A debenture redemption reserve will be created, only up to an extent of 50% for the Bonds. The Department of Company Affairs General Circular No.9/2002 No.6/3/2001-CL.V dated April 18, 2002 specifies that a Public Financial Institution (PFI) shall create debenture redemption reserve to the extent of 50% of the value of the debentures issued through public issue. Therefore, we will maintain a debenture GENERAL INFORMATION Our Company was incorporated on July 16, 1986 as a public limited company under the Companies Act. We received a certificate for commencement of business on December 31, 1987. The GoI incorporated our Company as a financial institution in order to finance, facilitate and promote power sector development in India with the President of India holding 100% of our paid up equity share capital at the time of incorporation and at present its shareholding is 73.72% of our paid up equity share capital. Registered and Corporate Office: Urjanidhi, 1, Barakhamba Lane, Connaught Place, New Delhi- 110 001, India. Tel.: +91 11 2345 6000; Fax: +91 11 2341 2545; Website: www.pfc.gov.in Registration; Details; Registration/Identification number: Registration Number 24862; Corporate Identity Number L65910DL1986GOI024862; RBI Registration Number classifying Company as Infrastructure Finance Company; B-14.00004; For details on changes in our Registered Office, see History and Certain Corporate Matters on page 110 of this Shelf Prospectus. Address of the Registrar of Companies: The Registrar of Companies, NationalCapitalTerritory of Delhi and Haryana, 4th Floor, IFCITower, 61, Nehru Place, New Delhi 110 019, India, Tel: +91 (11) 2623 5704, Fax: +91 (11) 2623 5702. Company Secretary and Compliance Officer : Mr. J. S. Amitabh, 'Urjanidhi', 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India. Tel: +91 11 2345 6000, Fax: +91 11 2345 6285, E-mail: taxfreebonds11-12@pfcindia.com, Website: www.pfc.gov.in. Expert Opinion: Except the letters dated October 13, 2011and October 21, 2011 issued by CRISIL and ICRA, respectively, in respect of the credit rating for the Bonds, and the report dated November 29, 2011 on ourAudited standalone and consolidated financial statements for the financial year March 31, 2007, 2008, 2009, 2010, 2011, the report dated November 9, 2011 on Audited standalone and consolidated financial statements of the Company for the half year ended September 30, 2011 and statement of tax benefits dated November 29, 2011 issued by Raj Har Gopal & Co. and N.K. Bhargava & Co., Statutory Auditors of the Company, the Company has not obtained any expert opinion. Minimum Subscription: In terms of the SEBI Debt Regulations, an issuer undertaking a public issue of debt securities is required to disclose the minimum amount of subscription that it proposes to raise through the issue in the offer document. In the event that an issuer does not receive the minimum subscription disclosed in the offer, all application monies received in the public issue are required to be refunded forthwith. The Company has decided to set no minimum subscription for this Issue. ISSUE PROGRAMME* ISSUE OPENS ON : Friday, December 30, 2011 ISSUE CLOSES ON : Monday, January 16, 2012 *The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days i.e. till January 2, 2012) or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of Directors/ Committee of the Company. In the event of such early closure of the subscription list of the Issue, our company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper. Further, Allotment shall be on first come first serve basis with the Issuer Company having the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed. CAPITAL STRUCTURE Our share capital as on the date of this Shelf Prospectus is set forth below: Aggregate value (` in crores) Authorised share capital 2,000,000,000 Equity Shares of ` 10 each 2,000.00 Issued, subscribed and paid up share capital 1,319,931,705 Equity Shares of ` 10 each 1,319.93 Securities premium account 4,092.67 For further details, please refer page 57 of the Shelf Prospectus. OBJECTS OF THE ISSUE Issue Proceeds: CBDT vide its Notification No. 52/2011 [F.No. 178/56/2011-(ITA 1)] dated September 23, 2011 authorised the Company to raise Tax Free Bonds aggregating to ` 5,000 crores out of which, the Company has already raised funds through two private placements vide documents dated September 28, 2011 and November 1, 2011, respectively, aggregating to an amount of ` 966.87 crores. Thus, the Company proposes to raise the balance amount of ` 4033.13crores through public issue of Tax Free Bonds in one or more tranche(s), prior to March 31, 2012.The funds raised through this Issue will be utilized towards lending purposes, debt servicing and working capital requirements. The main objects clause of our Memorandum of Association permits our Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue. In accordance with the SEBI Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisition of shares of our Subsidiaries. Further, our Company is a public sector enterprise and, as such, we do not have any identifiable group companies or companies under the same management. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any acquisition, including by way of a lease, of any property. Further, PFC undertakes that Issue proceeds from Bonds allotted to banks shall not be usedfor any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations Interim use of Proceeds: The Board of Directors of the Company, in accordance with the policies formulated by them from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, the Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities or inter corporate loans as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time. Monitoring of Utilization of Funds: In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of the Issue. Our Board of Directors shall monitor the utilisation of the proceeds of the Issue. Our Company will disclose in our financial statements for the relevant fiscal commencing from Fiscal 2012, the utilization of the proceeds of the Issue under a separate head along with any details in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. We shall utilize the proceeds of the Issue only upon the execution of the documents for creation of security as stated in the Tranche Prospectus-1 in the section titled - "Terms of the Issue - Security" on page 41 of Tranche Prospectus-1 and upon the listing of the Bonds. We propose to issue Bonds to NRIs on a non-repatriable as well as repatriable basis. Under the provisions of the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000, as amended, any monies borrowed from a person resident outside India cannot be used: (a) for any purpose except in ones own business other than (i) the business of chit fund, (ii) as Nidhi Company, (iii) agricultural or plantation activities or real estate business; or construction of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or (b) for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending. To ensure compliance with the aforementioned, PFC shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with all application monies received from NRIs, (NRI Escrow Account). All application monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in this Shelf Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow Accounts to a separate bank account, (NRI Account), which shall be different from the Public Issue Account. PFC shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance with and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutory and/or regulatory requirements. Proposed Issue Expenses: A portion of the Issue proceeds wil be used to meet Issue expenses. The details of estimated Issue expenses are as under. Particulars; Amount (`in crores); Percentage of net proceeds (Issue proceeds less Issue expenses) of the Issue (in %); Percentage of total expenses of the Issue (in %) ; Fees payable to Intermediaries : Fees payable to Intermediaries Registrar to the Issue 0.25; 0.0061%; 0.48%. Legal Advisors 0.06; 0.0016%; 0.13%. Debenture Trustee 0.06; 0.0014%; 0.11% For advertising and marketing 1.00; 0.0248%; 1.95% Lead Managers Fees, Selling and Brokerage commission 47.55; 1.1789%; 94.40% Other Miscellaneous Expenses 1.50; 0.0372%; 2.93%. Total: 50.42; 1.2500%; 100.00%. STATEMENT OF TAX BENEFITS : For details, please refer to page 23 of the Tranche Prospectus-1. ABOUT THE COMPANY INDUSTRY OVERVIEW: For details, please refer to page 67 of the Shelf Prospectus. OUR BUSINESS: For details, please refer page 77 of the Shelf Prospectus. REGULATIONS AND POLICIES : For further details, please refer page 99 of the Shelf Prospectus.
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redemption reserve only to the extent of 50% of the Bonds issued and the Bondholders may find it difficult to enforce their interests in the event of or to the extent of a default in excess of such reserve. 69. Changes in interest rates may affect the price of the Bonds. All securities where a fixed rate of interest is offered, such as the Bonds, are subject to price risk. The price of such securities wil 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 rate, 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 trading price of the Bonds. 70. Any downgrading in credit rating of our Bonds may affect the trading price of our Bonds. CRISIL Limited (CRISIL) has assigned a rating of CRISIL AAA/Stable (pronounced as CRISIL Triple A rating with stable outlook) vide its letter no. SN/FSR/PFC/2011-12/865 to the long term borrowing programme of ` 38,500 Crores and CRISIL A1+ (pronounced as CRISIL A One Plus) vide its letter no. SN/FSR/PFC/2011-12/ 866to the short term borrowing programme of ` 5000 Crores both dated October 13, 2011(total ` 43,500 crores) and ICRA Limited has by its letter no. D/RAT/2011-2012/P3/20 dated October 21, 2011, assigned a HISTORY AND CERTAIN CORPORATE MATTERS History and main objects: For details, please refer page 110 of the Shelf Prospectus.. MANAGEMENT Board of Directors: For details, regarding Boards of Directors of the Company, please refer to page no. 121 of the Shelf Prospectus. STOCK MARKET DATA FOR OUR EQUITY SHARES/DEBENTURES : For details, please refer page 132 of the Shelf Prospectus. FINANCIAL INDEBTEDNESS : For details, please refer page 134 of the Shelf Prospectus. OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS : For details, please refer page 139 of the Shelf Prospectus. OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue: For further details, please refer to point no. 1 of page no. 3 of this application form or page no. 27 of Tranche Prospectus 1. Eligibility to make the Issue: The Company, the persons in control of the Company or its promoter have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. Consents: Consents in writing of the Directors, the Compliance Officer, the Statutory Auditors, Bankers to the Company, Bankers to the Issue, Lead Managers, Registrar to the Issue, Legal Advisors to the Issue, Credit Rating Agencies and the Debenture Trustee for the Bondholders, to act in their respective capacities, have been obtained and shall be filed along with a copy of each tranche prospectus with the RoC. The Company has appointed GDA Trustee & Consultancy Limited as Debenture Trustee under regulation 4(4) of the SEBI Debt Regulations. The Debenture Trustee has given its consent to the Company for its appointment under regulation 4(4) and also in all the subsequent periodical communications sent to the holders of debt securities. Expert Opinion: Except the letters dated October 13, 2011and October 21, 2011 issued by CRISIL and ICRA, respectively, in respect of the credit rating for the Bonds, and the report dated November 29, 2011 respectivelyon our audited standalone and consolidated financial statements for the financial year March 31, 2007, 2008, 2009, 2010, 2011, the report dated November 9, 2011 on Audited standalone and consolidated financial statements of the Company for the half year ended September 30, 2011 and statement of tax benefits dated November 29, 2011issued by Raj Har Gopal & Co. and N.K. Bhargava & Co., Statutory Auditors of the Company, the Company has not obtained any expert opinion. Common Form of Transfer: There shall be a common form of transfer for the Bonds held in physical form and relevant provisions of the Companies Act and all other applicable laws shall be duly complied with in respect of all transfer of the Bonds and registration thereof. Minimum Subscription: Under the SEBI Debt Regulations, the Company is required to stipulate a minimum subscription amount which it seeks to raise. The consequence of minimum subscription amount not being raised is that the Issue shall not proceed and the application moneys received are refunded to the Applicants. The company has decided to set no minimum subscription for the issue. No Reservation or Discount: There is no reservation in this Issue nor will any discount be offered in this Issue, to any category of investors. Previous Public or Rights Issues by the Company during last five years: For details, please refer to page 28 of Tranche Prospectus 1. Commission or Brokerage on Previous Public Issues: Our Company has incurred an aggregate amount of ` 2.87crores plus service tax on account of fees for underwriting and selling commission in relation to its issue of long term infrastructure bonds undertaken in fiscal 2011. Change in auditors of Our Company during the last three years: For Fiscal 2008 and 2009, Bansal Sinha &Co., Chartered Accountants were the statutory auditors of our Company. In Fiscal 2009 and 2010, our Board appointed, as approved by the Office of Comptroller and Auditor General of India, K.K. Soni & Co., Chartered Accountants as our statutory Auditors. In Fiscal 2010, our Board appointed, as approved by the Office of Comptroller and Auditor General of India, Raj Har Gopal & Co., Chartered Accountants as our Statutory Auditors, jointly with K. K. Soni & Co. In Fiscal 2011, our Board appointed, Mehra Goel & Co., Chartered Accountants, as approved by the Office of Comptroller and Auditor General of India, in place of K. K. Soni & Co. Our financial statements for the Fiscal March 31, 2011, were audited jointly by Raj Har Gopal & Co., Chartered Accountants and Mehra Goel & Co., Chartered Accountants. In Fiscal 2012, our Board appointed, as approved by the Office of Comptroller and Auditor General of India, N. K. Bhargava & Co., Chartered Accountants as our statutory auditor in place of Mehra Goel & Co. Revaluation of assets: Our Company has not revalued its assets in the last five years. Utilisation of Proceeds: The proceeds of the Issue shall be utilised towards lending purposes, debt servicing and working capital requirements. We shall utilize the Issue proceeds only upon creation of security as stated in this Shelf Prospectus in the section titled Terms of the Issue Security and after permission or consent for creation of security pursuant to the terms of the Debenture Trust Deed sought to be provided as Security. The Issue proceeds shall not be utilized for providing loan to or acquisition of shares of any person who is part of the same group or who is under the same management. Further, the end-use of the proceeds of the Issue, duly certified by the statutory auditors of the Company, shall be reported in the annual reports of our Company and other reports issued by our Company to relevant regulatory authorities, as applicable. Statement by the Board of Directors: (i) All monies received out of the each Tranche Issue of the Bonds to the public shall be transferred to a separate bank account other than the bank account referred to in subsection (3) of section 73 of the Companies Act; (ii) Details of all monies utilised out of the each Tranche Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies were utilised; and (iii) Details of all unutilised monies out of the each Tranche Issue referred to in sub-item (i), if any, shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested. The funds raised by us from previous bonds issues have been utilised for our business as stated in the respective offer documents. Disclaimer clause of BSE: BSE LIMITED (THE EXCHANGE) HAS GIVEN VIDE ITS LETTER DATED DECEMBER 13, 2011, PERMISSION TO PFC TO USE THE EXCHANGES NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH COMPANYS SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINUZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THE COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER: (I) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR (II) WARRANT THAT COMPANYS SECURITIES WILL BE LISTED AND WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR (III) 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 OF OTHERWISE ACQUIRES ANY SECURITIES OF THE 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 OF FOR ANY OTHER REASON WHATSOEVER. Disclaimer clause of RBI: RBI does not accept any responsibility or guarantee about the present position as to financial soundness of the Company or correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits or discharge of liabilities by the Company. Listing: The Bonds will be listed on BSE. BSE Limited has granted itsIn-Principle Approval vide its letter no.DCS/SP/PI-BOND/04/11-12 dated December 13, 2011. If permission to deal in and for an official quotation of the Bonds is not granted by BSE, the Company will forthwith repay all moneys received from the Applicants in terms of the relevant tranche prospectus. If such money is not repaid within eight days after the Company becomes liable to repay it (i.e. from the date of refusal or within seven days from the Tranche Issue Closing Date, whichever is earlier), then the Company and every Director of the Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% p.a. on application money, as prescribed under Section 73 of the Companies Act. The Company shall use best efforts to ensure that all steps for the completion of the necessary formalities for listing at BSE will be taken within fifteen Working Days from the date of Allotment. Dividend: The company has consistently paid dividend of 22.63%, 35%, 40%, & 45% for the financial years ended March 2007, March 2008, March 2009 & March, 2010 respectively. Total dividend for the financial year 2010-11 is 50% (interim dividend of 35% and final dividend of 15%) per equity share of ` 10 each on the pre issue share capital of ` 1147.77 crore and 15% (final dividend) on the additional share capital of ` 172.16 crore issued in May 2011. Mechanism for redressal of investor grievances: Karvy Computershare Private Limitedhas been appointed as

rating of ICRA AAA (pronounced ICRA triple A) to the Long Term Borrowing Programme of ` 43,500 crores, during the financial year 2011-12.These ratings may be suspended, withdrawn or revised at any time. Any revision or downgrading in the credit rating may lower the trading price of the Bonds and may also affect our ability to raise further debt. For the rationale for these ratings, see Annexure II. 71. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred by law. The Bonds wil be subordinated to certain liabilities preferred by law such as to claims of the GoI on account of taxes, and certain liabilities incurred in the ordinary course of our transactions. In particular, in the event of bankruptcy, liquidation or winding-up, our assets will be available to pay obligations on the Bonds only after all of those liabilities that rank senior to these Bonds have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the Bonds.Further, there is no restriction on the amount of debt securities that we may issue that may rank above the Bonds.The issue of any such debt securities may reduce the amountrecoverable by investors in the Bonds on our bankruptcy, winding-up or liquidation. the Registrar to the Issue to ensure that investor grievances are handled expeditiously and satisfactorily and to effectively deal with investor complaints. All grievances relating to the Issue should be addressed to the Registrar to the Issue and the Compliance Officer giving full details of the Applicant, number of Bonds applied for, amount paid on application and Bankers to the Issue / Designated Collection Centre / Agent to which the application was submitted. SELECTED FINANCIAL INFORMATION Statement of Consolidated Assets & Liabilities (` in crore) Description Schedule As at As at As at Number 31.03.2011 31.03.2010 31.03.2009 I. SOURCES OF FUNDS (1) Share Holders Funds (a) Share Capital 1 1147.77 1147.77 1147.77 (b) Reserves & Surplus 2 14093.04 12143.80 10369.78 15240.81 13291.57 11517.55 (2) Loans Funds Secured Loans 3 235.36 0.00 0.00 Unsecured Loans 3 85363.21 67108.41 52160.15 85598.57 67108.41 52160.15 (3) Interest Subsidy Fund from GOI 451.87 663.49 908.94 (4) Deferred Tax Liablity (Net of Asset ) 82.90 46.93 55.48 Total 101374.15 81110.40 64642.12 II. APPLICATION OF FUNDS (1) Fixed Assets 4 (a) Gross Block 99.15 93.31 97.37 Less : Depreciation 24.57 20.47 22.19 Net Block 74.58 72.84 75.18 (c) Capital Works in Progress 2.28 1.73 0.00 (2) Investments 5 26.63 30.02 35.08 (3) Loans 6 99570.74 79855.76 64428.99 (4) Current Assets, Loans & Advances 7 (a) Cash & Bank Balances 2444.19 1460.39 418.99 (b) Other Current Assets 1943.64 1599.14 1345.35 (c) Loans & Advances 663.18 504.85 449.89 5051.01 3564.38 2214.23 Less : Current Liabilities & Provisions 8 (a) Current Liabilities 3040.47 2167.23 1880.38 (b) Provisions 310.82 247.10 231.02 3351.29 2414.33 2111.40 Net Current Assets 1699.72 1150.05 102.83 (5) MISCELLANEOUS EXPENDITURE (To the extent not written-off or adjusted) Preliminary Expenses 0.20 0.00 0.04 101374.15 81110.40 64642.12 Statement of Consolidated Profits (` in crore) Description Schedule Year ended Year ended Year ended Number 31.03.2011 31.03.2010 31.03.2009 INCOME Operating Income 9 10174.95 8043.20 6572.02 Other Income 10 39.15 78.51 27.58 Exchange Risk Management Account written back Total 10214.10 8121.71 6599.60 EXPENSES Interest and other charges 11 6426.46 4915.39 4436.61 Bonds Issue Expenses 12 63.05 43.79 65.68 Personnel & Administration Expenses 13 102.11 114.93 84.03 Depreciation 4.31 3.40 3.85 Amortisation of Intangible Assets 0.77 0.43 0.28 Provision for Contingencies 31.79 -0.57 2.17 Provision for decline in value of investments -0.06 -1.52 1.49 Preliminary Expenses written off 0.00 0.34 0.01 Total 6628.43 5076.19 4594.12 Profit for the year 3585.67 3045.52 2005.48 Prior Period adjustments 14 -0.08 0.10 0.02 Profit before tax 3585.59 3045.62 2005.50 Less(-)/Add(+) : Provision for taxation - Current Year :- Tax -912.94 -811.66 -497.27 - Earlier Years :- Tax 10.45 135.79 32.61 Less/Add: Deferred tax liability(-)/Asset(+) - Current Year -35.98 8.55 -43.61 - Reversal of DTL of Earlier Years (Refer Note No.19 of Schedule-18, Notes on Accounts of FY 2008-09) 0.00 0.00 483.24 Less(-) / Add(+) : Provision for fringe benefit tax 0.00 0.00 -0.78 Profit after tax available for appropriations 15 2647.12 2378.30 1979.69 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION : The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Tranche Prospectus-1) which are or may be deemed material have been entered or are to be entered into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the Registered and Corporate Office of the Company situated at Urjanidhi, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India, from 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) during which issue is open for public subscription. For further details, please refer page 63 of the Tranche Prospectus-1. DECLARATION We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act, the SEBI Debt Regulations, and all relevant guidelines issued by SEBI, the Government of India and any other competent authority in this behalf, have been duly complied with, and that no statement made in this Shelf Prospectus contravenes such applicable legal requirements. We further certify that this Shelf Prospectus does not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made, misleading and that all statements in this Shelf Prospectus are true and correct. Signed by all the Directors of the Company 1. Mr. Satnam Singh 2. Mr. Mukesh Kumar Goel 3. Mr. Radhakrishnan Nagarajan 4. Mr. Devender Singh 5. Mr. Ravindra Harshadrai Dholakia 6. Mr. P. Murali Mohana Rao 7. Mr. Suresh Chand Gupta 8. Mr. Ajit Prasad 9. Mr. Krishna Mohan Sahni Place : New Delhi Date : December 23, 2011 FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS

POWER FINANCE CORPORATION LIMITED