C M Y K

C M Y K

SHELF PROSPECTUS Dated December 8, 2012

POWER FINANCE CORPORATION LIMITED(A Government of India undertaking)

Our Company was incorporated as Power Finance Corporation Limited on July 16, 1986 as a public limited company under the Companies Act, 1956, as amended (the “Companies Act”) and was granted a certificate of incorporation by the Registrar of Companies, National Capital Territory of New Delhi and Haryana and a certificate of commencement of business on December 31, 1987. For further details, see

the section titled “History and Certain Corporate Matters” on page 107.Registered and Corporate Office: ‘Urjanidhi’, 1 Barakhamba Lane, Connaught Place, New Delhi 110001, India.

Telephone: +91 11 2345 6000; Facsimile: +91 11 2341 2545Company Secretary and Compliance Officer: Mr. Arun Kumar Shrivastav; Telephone: +91 11 2345 6000; Facsimile: +91 11 2341 2545

E-mail: taxfreebonds12-13@pfcindia.com; Website: www.pfcindia.com

LEAD MANAGERS TO THE ISSUE TRUSTEE FOR THE BONDHOLDERS

ICICI SECURITIES LIMITEDH.T. Parekh Marg, ChurchgateMumbai 400 020, IndiaTelephone: (+91 22) 2288 2460Facsimile: (+91 22) 2282 6580Email: pfc.taxfreebonds@icicisecurities.comInvestor Grievance Email:customercare@icicisecurities.comWebsite: www.icicisecurities.comContact Person: Mr. Ayush Jain/

Mr. Manvendra TiwariCompliance Officer: Mr. Subir SahaSEBI Registration No.: INM000011179

A. K. CAPITAL SERVICES LIMITED30-39, Free Press House, Free Press Journal Marg215, Nariman Point, Mumbai 400 021Maharashtra, IndiaTelephone: (+91 22) 6754 6500Facsimile: (+91 22) 6610 0594Email: pfctfbonds2@akgroup.co.inWebsite: www.akcapindia.comInvestor Grievance Email:investor.grievance@akgroup.co.inContact Person : Ms. Akshata Tambe/

Mr. Yashesh ThakkarCompliance Officer: Mr. Vikas AgarwalSEBI Registration No.: INM000010411

ENAM SECURITIES PRIVATE LIMTIED*1st floor, Axis House,C-2 Wadia International CentreP.B. Marg, Worli, Mumbai- 400025Telephone: (+91 22) 4325 2525Facsimile: (+91 22) 4325 3000Email: pfctaxfree@axiscap.inWebsite: www.enam.comInvestor Grievance Email: complaints@axiscap.inContact Person: Mr. Akash AgarwalCompliance Officer: Mr. M. NatarajanSEBI Registration Number: INM000006856

IL & FS TRUST COMPANY LIMITEDThe IL & FS Financial CentrePlot C – 22, G BlockBandra Kurla ComplexBandra (East), Mumbai – 400 051Telephone: (+91 22) 2659 3333Facsimile (+91 22) 2653 3297Email: subhash.jha@ilfsindia.comWebsite: www.itclindia.comInvestor Grievance ID: investorgrievancesitcl@ilfsindia.comContact Person : Mr. Subhash JhaSEBI Registration Number: IND0000000452

LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

KOTAK MAHINDRA CAPITAL COMPANY LIMTIED1st Floor, Bakhtawar, 229 Nariman PointMumbai 400 021, IndiaTelephone: (+91 22) 6634 1100Facsimile: (+91 22) 2283 7517Email: pfc.bonds@kotak.comWebsite: www.investmentbank.kotak.comInvestor Grievance Email: kmcceredressal@kotak.comContact Person : Mr. Ganesh RaneCompliance Officer: Mr. Ajay VaidyaSEBI Registration No.: INM000008704

SBI CAPITAL MARKETS LIMITED202, Maker Tower “E”, Cuffe ParadeMumbai 400 005, Maharashtra, IndiaTelephone: (+91 22) 2217 8300Facsimile: (+91 22) 2217 8332Email: pfctaxfree2012@sbicaps.comWebsite: www.sbicaps.comInvestor Grievance Email: investor.relations@sbicaps.comContact Person : Ms. Apeksha Munwanee/Ms. Sylvia MendoncaCompliance Officer: Mr. Bhaskar ChakrabortySEBI Registration No.: INM 000 003531

MCS LIMITEDF-65 1st Floor, Okhla Industrial AreaPhase – 1, New Delhi - 110020Telephone:( +91 11) 4140 6149Facsimile (+91 11) 4170 9881Email: pfcbonds@mcsdel.comWebsite: www.mcsdel.comContact Person : Mr. Ajay DalalSEBI Registration Number: INR00000056**

ISSUE PROGRAMME***

ISSUE OPENS ON: [l] ISSUE CLOSES ON: [l]

* The merchant banking business of Enam Securities Private Limited has vested with Axis Capital Limited, which is in the process of completing the formalities of its SEBI registration.** The SEBI registration of MCS Limited was valid till July 30, 2012. MCS Limited has applied for renewal of its registration by an application to SEBI dated April 27, 2012, prior to the date of expiry of such registration. The approval of SEBI in this regard is awaited.*** The Issue shall remain open for subscription from 10:00 a.m to 5:00 p.m. (Indian Standard Time) for the period indicated above, except that the Issue may close on such earlier date (such early closure being subject to the Category IV Portion being fully subscribed prior to such early closure) or extended date as may be decided by the Board or the a duly constituted committee thereof, subject to necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a reputed daily national newspaper on or before such earlier or extended date of Issue closure.

PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (“COMPANY” OR THE “ISSUER”) OF TAX FREE BONDS OF FACE VALUE OF ` [●] 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 UP TO ̀ 4,590 CRORES (“ISSUE”). THE BONDS WILL BE ISSUED AT PAR IN ONE OR MORE TRANCHES UP TO ̀ 4,590 CRORES (“SHELF LIMIT”)*, ON TERMS AND CONDITIONS AS SET OUT IN SEPARATE TRANCHE PROSPECTUSES FOR EACH TRANCHE ISSUE, WHICH SHOULD BE READ TOGETHER WITH THIS SHELF PROSPECTUS.* Our Company is also considering raising funds through private placements of the Bonds in one or more tranches during the process of the present Issue, within the Shelf Limit, at its discretion. Our Company will ensure that Bonds issued through public issue and/ or on private placement basis should not exceed the Shelf Limit.The Issue is made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (“SEBI Debt Regulations”) and pursuant to notification No. 46/2012 F. No. 178/60/2012-(ITA.1) dated November 6, 2012 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, by virtue of powers conferred upon it by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income Tax Act, 1961, as amended.

GENERAL RISKSInvestors are advised to read the section titled “Risk Factors” on page 11 carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. This Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Shelf Prospectus read together with the relevant Tranche Prospectus for a Tranche Issue does contain and will contain all information with regard to the Issuer and the relevant Tranche Issue, which is material in the context of the relevant Tranche Issue; that the information contained in this Shelf Prospectus and together with the relevant Tranche Prospectus for a Tranche Issue will be true and correct in all material respects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Shelf Prospectus read with the relevant Tranche Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect at the time of the relevant Tranche Issue.

CREDIT RATINGICRA Limited (“ICRA”) has assigned a rating of ‘[ICRA]AAA’ to the long term borrowings programme of our Company (including bonds and long term bank borrowings) for Fiscal 2013, by its letter dated November 26, 2012. CRISIL Limited (“CRISIL”) has assigned a rating of ‘CRISIL AAA/ Stable’ to the long term borrowings programme of our Company for Fiscal 2013, by it letter dated November 23, 2012. Instruments with these ratings are considered to have the highest degree of safety regarding timely servicing of financial obligations and such instruments carry lowest credit risk. For details, see the section titled “Terms and Conditions in Connection with the Bonds” on page 155. For the rationale for this rating, see Annexure B of this Shelf Prospectus. This rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. This rating is subject to revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings.

PUBLIC COMMENTSThe Draft Shelf Prospectus dated November 29, 2012 was filed with BSE Limited (“BSE”), the Designated Stock Exchange, pursuant to the provisions of the SEBI Debt Regulations and was open for public comments for a period of seven Working Days (i.e., until 5 p.m) from the date of filing of the Draft Shelf Prospectus with the Designated Stock Exchange, i.e. November 30, 2012.

LISTINGThe Bonds are proposed to be listed on the BSE, which is also the Designated Stock Exchange for the Issue. BSE has given its in-principle listing approval vide its letter dated December 7, 2012.

TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 3

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON .................................................................................................................... 9

FORWARD LOOKING STATEMENTS ........................................................................................................ 10

RISK FACTORS ................................................................................................................................................ 11

THE ISSUE ......................................................................................................................................................... 32

SUMMARY FINANCIAL INFORMATION ................................................................................................... 35

SUMMARY OF BUSINESS .............................................................................................................................. 49

GENERAL INFORMATION ............................................................................................................................ 56

CAPITAL STRUCTURE ................................................................................................................................... 62

OBJECTS OF THE ISSUE................................................................................................................................ 66

STATEMENT OF TAX BENEFITS (FOR ASSESSEES OTHER THAN NON RESIDENTS) ................. 68

INDUSTRY OVERVIEW .................................................................................................................................. 71

OUR BUSINESS ................................................................................................................................................. 82

REGULATIONS AND POLICIES ................................................................................................................. 102

HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................. 107

OUR MANAGEMENT .................................................................................................................................... 115

STOCK MARKET DATA FOR OUR SECURITIES ................................................................................... 127

FINANCIAL INDEBTEDNESS ...................................................................................................................... 130

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................. 145

OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 149

ISSUE STRUCTURE ....................................................................................................................................... 153

TERMS AND CONDITIONS IN CONNECTION WITH THE BONDS ....................................................... 155

TERMS OF THE ISSUE ................................................................................................................................. 156

ISSUE PROCEDURE ...................................................................................................................................... 168

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY ................................... 188

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................... 199

DECLARATION .............................................................................................................................................. 200

ANNEXURE A: FINANCIAL STATEMENTS ............................................................................................. 201

ANNEXURE B: CREDIT RATING AND RATIONALE ............................................................................. 568

ANNEXURE C: STOCK MARKET DATA FOR NON CONVERTIBLE DEBENTURES LISTED ON THE WHOLESALE DEBT MARKET OF THE NSE .................................................................................. 577

ANNEXURE D: CONSENT LETTER OF DEBENTURE TRUSTEE ....................................................... 599

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DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, all references in this Shelf Prospectus to “the Issuer”, “our Company” or “the Company” or “PFC” or “the Issuer” are to Power Finance Corporation Limited, a public limited company incorporated under the Companies Act. Unless the context otherwise indicates, all references in this Shelf Prospectus to “we” or “us” or “our” are to our Company and the Subsidiaries, the Joint Ventures and associates, on a consolidated basis. Unless the context otherwise indicates or implies, the following terms have the following meanings in this Shelf Prospectus, and references to any statute or regulations or policies includes any amendments or re-enactments thereto, from time to time. Company related terms

Term Description Articles/ Articles of Association/AoA Articles of association of our Company. Board/ Board of Directors Board of directors of our Company. Director Director of our Company, unless otherwise specified Equity Shares Equity shares of our Company of face value of ` 10 each. Joint Ventures The joint ventures of our Company, being National Power Exchange Limited and

Energy Efficiency Services Limited. Memorandum/ Memorandum of Association/ MoA

Memorandum of association of our Company.

“Registered Office” or “Corporate Office” or “Registered Office and Corporate Office”

The registered office and corporate office of our Company, situated at ‘Urjanidhi’, 1 Barakhamba Lane, Connaught Place, New Delhi 110001, India.

RoC Registrar of Companies, National Capital Territory of Delhi and Haryana. Statutory Auditors/Auditors The statutory auditors of our Company being N.K. Bhargava & Co. and Raj Har

Gopal & Co. Subsidiaries The direct and indirect subsidiaries of our Company, as mentioned in the section

titled “History and Certain Corporate Matters” on page 107. Issue related terms

Term Description Allotment/ Allot/ Allotted The issue and allotment of the Bonds to successful Applicants pursuant to

the Issue. Allotment Advice The communication sent to the Allottees conveying details of Bonds allotted to the

Allottees in accordance with the Basis of Allotment. Allottee A successful Applicant to whom the Bonds are Allotted pursuant to the Issue. Applicant/ Investor A person who applies for the issuance and Allotment of Bonds pursuant to the

terms of this Shelf Prospectus, relevant Tranche Prospectus(es) and the Application Form.

Application An application for Allotment of the Bonds. Application Amount The aggregate value of the Bonds applied for, as indicated in the Application Form. Application Form The form in terms of which the Applicant shall make an offer to subscribe to the

Bonds and which will be considered as the Application for Allotment of Bonds in terms of respective Tranche Prospectus(es).

“ASBA” or “Application Supported by Blocked Amount”

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

ASBA Account An account maintained with an SCSB which will be blocked by such SCSB to the extent of the appropriate Application Amount of an ASBA Applicant.

ASBA Applicant Any Applicant who applies for Bonds through the ASBA process. Banker(s) to the Issue/ Escrow Collection Bank(s)

The banks which are clearing members and registered with SEBI as Bankers to the Issue, with whom the Escrow Accounts will be opened in respect of the Issue, in this case being [●].

Base Issue Size As specified in the Tranche Prospectus for each Tranche Issue. Basis of Allotment The basis on which Bonds will be allotted to successful Applicants through the

Issue and which is described in the section titled “Issue Procedure – Basis of Allotment” at page 186.

Bond Certificate(s) A certificate issued to the Bondholder(s) who has applied for Allotment of the Bonds in physical form or in case the Bondholder has applied for rematerialisation of the Bonds held by him.

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Term Description Bondholder(s) Any person holding the Bonds and whose name appears on the list of beneficial

owners provided by the Depositories (in case of bonds in dematerialized form) or whose name appears in the Register of Bondholders maintained by the Issuer (in case of bonds in physical form).

Bonds Tax free bonds in the nature of secured redeemable non-convertible debentures of face value of ` [●] each having benefits under section 10(15)(iv)(h) of the Income Tax Act, proposed to be issued by Company under the Tranche Prospectus(es).

Business Days All days excluding Saturdays, Sundays or a public holiday in India or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881.

Category I � Public Financial Institutions, scheduled commercial banks, multilateral and bilateral development financial institutions, state industrial development corporations, which are authorised to invest in the Bonds;

� Provident funds and pension funds with minimum corpus of ` 25 crores, which are authorised to invest in the Bonds;

� Insurance companies registered with the IRDA; � National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII

dated November 23, 2005 of the Government of India published in the Gazette of India;

� Insurance funds set up and managed by the army, navy or air force of the Union of India or set up and managed by the Department of Posts, India;

� Mutual funds registered with SEBI; and � Alternative Investment Funds, subject to investment conditions applicable to

them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

Category II Companies within the meaning of section 3 of the Companies Act and bodies corporate registered under the applicable laws in India and authorised to invest in the Bonds.

Category III The following Investors applying for an amount aggregating to above ` 10 lakhs across all Series of Bonds in each Tranche Issue:

i. Resident Indian individuals; and ii. Hindu Undivided Families through the Karta.

Category IV The following Investors applying for an amount aggregating upto and including ` 10 lakhs across all Series of Bonds in each Tranche Issue:

i. Resident Indian individuals; and ii. Hindu Undivided Families through the Karta.

Consolidated Bond Certificate The certificate issued by the Issuer to the Bondholder(s) for the aggregate amount of the Bonds in each Series that are Allotted to them in physical form under each Tranche Issue(s) or rematerialized and held by them.

Consortium Members A.K. Stockmart Limited, Axis Capital Limited, SBICAP Securities Limited and Kotak Securities Limited.

Credit Rating Agencies For the present Issue, the credit rating agencies, being ICRA and CRISIL. CRISIL CRISIL Limited. Debenture Trust Deed The trust deed to be entered into between the Debenture Trustee and the Company

within three months from the Issue Closing Date. Debenture Trustee/ Trustee Trustee for the Bondholders, in this case being IL & FS Trust Company Limited. Debt Application Circular Circular no. CIR/IMD/DF – 1/20/ 2012 issued by SEBI on July 27, 2012. Debt Listing Agreement The listing agreement entered into between our Company and the relevant stock

exchanges in connection with the listing of the debt securities of our Company. Deemed Date of Allotment The date on which the Board of Directors/or any committee thereof approves the

Allotment of the Bonds for each Tranche Issue or such date as may be determined by the Board of Directors/ or any committee thereof and notified to the Designated Stock Exchange. The actual Allotment of Bonds may take place on a date other than the Deemed Date of Allotment. All benefits relating to the Bonds including interest on Bonds (as specified for each Tranche Issue by way of the relevant Tranche Prospectus) shall be available to the Bondholders from the Deemed Date of Allotment.

Demographic Details The demographic details of an Applicant, such as his address, bank account details for printing on refund orders and occupation.

Designated Branches Such branches of the SCSBs which shall collect the ASBA Applications and a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time.

Designated Date The date on which Application Amounts are transferred from the Escrow Account to the Public Issue Account or the Refund Account, as appropriate, following which the Board of Directors shall Allot the Bonds to the successful Applicants,

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Term Description provided that the sums received in respect of the Issue will be kept in the Escrow Account up to this date.

Designated Stock Exchange BSE Limited. Draft Shelf Prospectus The draft shelf prospectus dated November 29, 2012 filed by the Company with the

Designated Stock Exchange in accordance with the provisions of the SEBI Debt Regulations.

Escrow Accounts Accounts opened with the Escrow Collection Bank(s) into which the Members of the Syndicate and the Trading Members, as the case may be, will deposit Application Amounts from non-ASBA Applicants, in terms of the Shelf Prospectus and the Escrow Agreement.

Escrow Agreement Agreement dated [●] entered into amongst the Company, the Registrar to the Issue, the Lead Managers and the Escrow Collection Banks for collection of the Application Amounts from non-ASBA Applicants and where applicable, refunds of the amounts collected from the Applicants on the terms and conditions thereof.

ICRA ICRA Limited. Issue Public issue by our Company of tax free bonds of face value of ` [●] each, in the

nature of secured, redeemable, non-convertible debentures having benefits under section 10(15)(iv)(h) of the Income Tax Act, aggregating up to ` 4,590 crores*. * Our Company is also considering the raising of funds private placements of the Bonds in one or more tranches during the process of the present Issue, within the Shelf Limit, at its discretion. Our Company will ensure that Bonds issued through public issue and/ or on private placement basis should not exceed the Shelf Limit.

Issue Closing Date Issue closing date as specified in the relevant Tranche Prospectus for the relevant Tranche Issue.

Issue Opening Date Issue opening date as specified in the relevant Tranche Prospectus for the relevant Tranche Issue.

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

Lead Managers/ LMs ICICI Securities Limited, A. K. Capital Services Limited, Enam Securities Private Limited, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited.

Market Lot One Bond. Maturity Amount/ Redemption Amount

In respect of Bonds Allotted to a Bondholder, the face value of the Bonds along with interest that may have accrued as on the Redemption Date.

Members of the Syndicate The Lead Managers, the Consortium Members (for the purpose of marketing of the Issue), sub - consortium members, brokers and sub – brokers registered with the sub - consortium members..

Notification/ CBDT Notification Notification No. 46/2012 F. No. 178/60/2012-(ITA.1) dated November 6, 2012 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India.

NSE National Stock Exchange of India Limited. Public Issue Account An account opened with the Banker(s) to the Issue to receive monies from the

Escrow Accounts for the Issue and/ or the SCSBs on the Designated Date. Record Date 15 (fifteen) days prior to the relevant interest payment date, relevant Redemption

Date for Bonds issued under the relevant Tranche Prospectus. In the event the Record Date falls on a Saturday, Sunday or a public holiday in New Delhi or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, the succeeding Business Day will be considered as the Record Date.

Redemption Date/ Maturity Date The date on which the Bonds will be redeemed, as specified in the relevant Tranche Prospectus.

Reference G sec rate The average of the base yield of G – sec for equivalent maturity reported by the Fixed Money Market and Derivative Association of India on a daily basis (working day) prevailing for two weeks ending on the Friday immediately preceding the filing of the Tranche Prospectuses with the Designated Stock Exchange and the RoC.

Refund Account The account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Application Amount shall be made.

Refund Banks The Bankers to the Issue, with whom the Refund Account(s) will be opened, in this case being [●].

Register of Bondholders The register of Bondholders maintained by the Issuer in accordance with the provisions of the Companies Act and as more particularly detailed in the section titled “Terms of the Issue – Register of Bondholders” on page 157.

Registrar to the Issue/ Registrar MCS Limited

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Term Description Registrar MoU Memorandum of understanding dated November 8, 2012 entered into between our

Company and the Registrar to the Issue. Security The security for the Bonds proposed to be issued, being 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, to be created within three months of the Issue Closing Date, in accordance with the SEBI Debt Regulations.

“Self Certified Syndicate Banks” or “SCSBs”

The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time.

Series of Bonds A series of Bonds which are identical in all respects including, but not limited to terms and conditions, listing and ISIN number (in the event that Bonds in a single Series of Bonds carry the same coupon rate) and as further referred to as an individual Series of Bonds in the relevant Tranche Prospectus.

Shelf Limit

The aggregate limit of the Issue, being ` 4,590 crores* to be issued under this Shelf Prospectus, through one or more Tranche Issues.

* Our Company is also considering the raising of funds private placements of the Bonds in one or more tranches during the process of the present Issue, within the Shelf Limit, at its discretion. Our Company will ensure that Bonds issued through public issue or on private placement basis should not exceed the Shelf Limit.

Shelf Prospectus

This Shelf Prospectus dated December 8, 2012 to be filed by the Company with the RoC in accordance with the provisions of the Companies Act and the SEBI Debt Regulations.

Stock Exchanges The BSE and the NSE Syndicate ASBA Application Locations

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

Syndicate SCSB Branches In relation to ASBA Applications submitted to a Member of the Syndicate, such branches of the SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to receive deposits of the Application Forms from the members of the Syndicate, and a list of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time.

“Transaction Registration Slip” or “TRS”

The slip or document issued by any of the Members of the Syndicate, the SCSBs, or the Trading Members as the case may be, to an Applicant upon demand as proof of registration of his application for the Bonds.

Trading Members Individuals or companies registered with SEBI as “trading members” who hold the right to trade in stocks listed on BSE, through which investors can buy or sell securities listed on BSE, a list of who are available on http://www.bseindia.com/members/MembershipDirectory.aspx

Tranche Issue Issue of the Bonds pursuant to the respective Tranche Prospectuses. Tranche Prospectus The tranche prospectus containing the details of Bonds including interest, other

terms and conditions, recent developments, general information, objects, procedure for application, statement of tax benefits, regulatory and statutory disclosures and material contracts and documents for inspection, in respect of the relevant Tranche Issue.

Tripartite Agreements Agreements entered into between the Issuer, Registrar and each of the Depositories under the terms of which the Depositories agree to act as depositories for the securities issued by the Issuer.

Working Days All days excluding Sundays or a public holiday in India or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881, except with reference to Issue Period, Interest Payment Date and Record Date, where working days shall mean all days, excluding Saturdays, Sundays and public holiday in India or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881

Conventional and general terms or abbreviations

Term/Abbreviation Description/ Full Form BSE BSE Limited. Companies Act Companies Act, 1956.

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Term/Abbreviation Description/ Full Form AGM Annual General Meeting. AS Accounting Standards issued by Institute of Chartered Accountants of India. CAGR Compounded Annual Growth Rate. CBDT Central Board of Direct Taxes, Department of Revenue, MoF. CDSL Central Depository Services (India) Limited. CRAR Capital to Risk Assets Ratio. CSR Corporate Social Responsibility. DIN Director Identification Number. Depository(ies) CDSL and NSDL. Depositories Act Depositories Act, 1996. DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996. DRR Debenture Redemption Reserve. DTC Direct Tax Code. FCNR Account Foreign Currency Non Resident Account. FDI Foreign Direct Investment. FEMA Foreign Exchange Management Act, 1999. FII Foreign Institutional Investor (as defined under the SEBI (Foreign Institutional

Investors) Regulations, 1995), registered with the SEBI under applicable laws in India.

FIMMDA Fixed Income Money Market and Derivative Association of India. FIR First Information Report Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year. GDP Gross Domestic Product. GoI or Government Government of India. HUF Hindu Undivided Family. IAS Indian Administrative Service. ICAI Institute of Chartered Accountants of India. IFRS International Financial Reporting Standards. Income Tax Act Income Tax Act, 1961. India Republic of India. Indian GAAP Generally accepted accounting principles followed in India. IRDA Insurance Regulatory and Development Authority. IT Information technology. JV Joint Venture LIBOR London Inter-Bank Offered Rate. Listing Agreement

The agreement entered into between the Company and each Stock Exchange in relation to listing of the Equity Shares on the Stock Exchange(s).

MoF Ministry of Finance, GoI. MCA Ministry of Corporate Affairs, GoI. MoP Ministry of Power, GoI. NBFC Non Banking Finance Company, as defined under applicable RBI guidelines. NECS National Electronic Clearing System. NEFT National Electronic Fund Transfer. NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited. NR or “Non-resident” A person resident outside India, as defined under the FEMA. p.a. Per annum. PAN Permanent Account Number. PAT Profit After Tax. PFI Public Financial Institution, as defined under section 4A of the Companies Act. RBI Reserve Bank of India. ` or Rupees or Indian Rupees The lawful currency of India. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India. SEBI Act Securities and Exchange Board of India Act, 1992. SEBI Debt Regulations

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

Business/ Industry related terms

Term/Abbreviation Description/ Full Form ADB Asian Development Bank. ALCO Asset Liability Management Committee.

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Term/Abbreviation Description/ Full Form APDP Accelerated Power Development Program. APDRP Accelerated Power Development Reform Program. AT&C Aggregated technical and commercial. CEA Central Electricity Authority. DPE Department of Public Enterprises, GoI. ECBs External Commercial Borrowings. FCNR Foreign Currency Non-Resident. IFC Infrastructure Finance Company IRM Integrated Enterprise wide Risk Management. ISO International Organization for Standardization. ITP Independent Transmission Projects. MoU Memorandum of Understanding. MNRE Ministry of New and Renewable Energy. NPAs Non-Performing Assets. PSU Public Sector Undertaking. R-APDRP Restructured Accelerated Power Development and Reform Programs. SPV Special Purpose Vehicle. TRA Trust and Retention Account. UMPP Ultra Mega Power Projects. Yield Ratio of interest income to the daily average of interest earning assets. Notwithstanding anything contained herein, capitalised terms that have been defined in the sections titled “Capital Structure”, “Regulations and Policies”, “History and Certain Corporate Matters”, “Statement of Tax Benefits (For Assessees other than non residents)”, “Our Management”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments” and “Issue Procedure” on pages 62, 102, 107, 68, 115, 130, 145 and 168 respectively will have the meanings ascribed to them in such sections.

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

Certain Conventions All references in this Shelf Prospectus to “India” are to the Republic of India and its territories and possessions. Financial Data Unless stated otherwise, the financial data in this Shelf Prospectus is derived from our audited consolidated financial statements, prepared in accordance with Indian GAAP and the Companies Act for the Fiscals 2012, 2011, 2010, 2009 and 2008 and the six months ended September 30, 2012. In this Shelf Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimal points. The current financial year of our Company commences on April 1 and ends on March 31 of the next year, so all references to particular “financial year”, “fiscal year” and “Fiscal” or “FY”, unless stated otherwise, are to the 12 months period ended on March 31 of that year. The degree to which the Indian GAAP financial statements included in this Shelf Prospectus will provide meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Shelf Prospectus should accordingly be limited. Currency and Unit of Presentation In this Shelf Prospectus, references to “`”, “Indian Rupees”, “INR” and “Rupees” are to the legal currency of India, references to “US$”, “USD”, and “U.S. dollars” are to the legal currency of the United States of America, references to “Yen” and “JPY” are to the legal currency of Japan and references to “Euro” or “€ ” or “EUR” are to the Euro, the single currency of the participating member states in the third stage of the European Economic and Monetary Union of the Treaty establishing the European Community, as amended from time to time. Except as stated expressedly, for the purposes of this Shelf Prospectus data will be given in ` in crores. In this Shelf Prospectus, any discrepancy in any table between total and the sum of the amounts listed are due to rounding off. Industry and Market Data Any industry and market data used in this Shelf Prospectus consists of estimates based on data reports compiled by government bodies, professional organizations and analysts, data from other external sources and knowledge of the markets in which we compete. These publications generally state that the information contained therein has been obtained from publicly available documents from various sources believed to be reliable but it has not been independently verified by us or its accuracy and completeness is not guaranteed and its reliability cannot be assured. Although we believe the industry and market data used in this Shelf Prospectus is reliable, it has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes of presentation. Data from these sources may also not be comparable. The extent to which the industry and market data is presented in this Shelf Prospectus are meaningful depends on the reader‘s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business and methodologies and assumptions may vary widely among different market and industry sources. Exchange Rates The exchange rates (in `) of the USD, JPY and Euro as for last 5 years and six months ended September 30, 2012 are provided below: Currency September 30,

2012 March 31,

2012* March 31, 2011 March 31, 2010 March 31,

2009 March 31,

2008 USD 53.1300 51.5300 45.1400 45.5800 51.45 40.11 JPY 0.6889 0.6318 0.5484 0.4900 0.5265 0.4029 EURO 68.9400 69.0500 63.9900 61.3100 68.43 63.47 (Source: SBI TT selling rates) * March 31 2012 was a trading holiday; hence exchange rates for March 30, 2012 have been used.

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FORWARD LOOKING STATEMENTS Certain statements contained in this Shelf Prospectus that are not statements of historical fact constitute “forward-looking statements”. Investors can generally identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “seek”, “should”, “will”, “would”, or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, revenue and profitability, new business and other matters discussed in this Shelf Prospectus that are not historical facts. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: � our ability to manage our credit quality; � interest rates and inflation in India � growth prospects of the Indian power sector and related policy developments; � changes in the demand and supply scenario in the power sector in India; � general, political, economic, social and business conditions in Indian and other global markets; � our ability to successfully implement our strategy, growth and expansion plans; � competition in the Indian and international markets; � availability of adequate debt and equity financing at reasonable terms; � performance of the Indian debt and equity markets; � changes in laws and regulations applicable to companies in India, including foreign exchange control

regulations in India; and � various other factors discussed in this Shelf Prospectus, including under the section titled “Risk

Factors” on page 11. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed in the section titled “Our Business” on page 82. The forward-looking statements contained in this Shelf Prospectus are based on the beliefs of management, as well as the assumptions made by, and information currently available to, management. Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements.

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RISK FACTORS Prospective investors should carefully consider all the information in this Shelf Prospectus, including the risks and uncertainties described below, and under the section titled “Our Business” on page 82 and under “Financial Statements” in Annexure A 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 below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed. 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", "we", "us" and "our" is a reference to Power Finance Corporation Limited. Unless otherwise specifically stated in this section, financial information included in this section for Fiscal 2008, 2009, 2010, 2011 and 2012 and the six months ended September 30, 2012 have been derived from our standalone financial statements for Fiscal 2008, 2009, 2010, 2011 and 2012 and the six months ended September 30, 2012. For further information, see the section titled “Certain Conventions, Use of Financial, Industry and Market Data and Currency of Presentation” on page 9. 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, 2012, our single largest borrower accounted for 7 .96% (` 11206.97 crores) of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 31.59% (` 44484.57 crores) and 52.06% (` 73317.32 crores), respectively of our total outstanding loan assets amounting to ` 140819.21 crores.

We are a PFI 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, 2012, our state sector, central sector, joint sector and private sector borrowers accounted for 63.2%, 17.33%, 7.4% and 12.07% respectively, of our total outstanding loans. Historically, PSUs 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 AT&C losses, which may lead to further deterioration in the financial condition of such entities. As of September 30, 2012, our single largest borrower accounted for 7.96% of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 31.59% and 52.06%, 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. We may not be able to recover, or there may be a delay in recovering, the expected value from security

and collaterals for our loans, which may affect our financial condition. Although we endeavour 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

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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, 2012, 67.12% of our outstanding loans were secured by a charge on the relevant project assets, 9.91% were unsecured but guaranteed by the relevant state government, and 22.97% 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. 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 processes. The applicable RBI guidelines contemplate that in the case of indebtedness aggregating ` 10 crores or more, lenders for more than 75% of such indebtedness by value and 60% by number may determine the restructuring of such indebtedness and such determination shall be binding on the remaining lenders. In circumstances where other lenders account for such indebtedness by value and number and 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 favourable to us. Any such debt restructuring could lead to an unexpected loss that could adversely affect our business, financial condition or results of operations. 3. We have granted loans to private sector borrowers on a non-recourse or limited recourse basis, which

increases the risk of non-recovery and may adversely affect our financial condition. As of September 30, 2012, ` 17,000.43 crores, or 12.07% of our total outstanding loans were to private sector borrowers.

As of September 30, 2012, ` 17,000.43 crores, or 12.07% of our total outstanding loans 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 Indian Rupee denominated bonds and loans guaranteed by the GoI.

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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 RBI's prudential lending (exposure) norms that are applicable to other non-government owned NBFCs. 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 raise, under the automatic route without the prior approval of the RBI, ECBs up to USD 750 million each Fiscal, subject to the aggregate outstanding ECBs not exceeding 50% of our owned funds, for on-lending to the infrastructure sector as defined under the ECB policy, subject to complying with the following conditions: (i) compliance with the norms prescribed in the DNBS Circular DNBS.PD.CCNo.168/03.02.089/2009-10 dated February 12, 2010, and (ii) hedging of the currency risk in full. As an IFC, we are also required to maintain CRAR of 15%, with a minimum tier I capital of 10%. 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 mechanism for certain of our public sector borrowers that do not meet certain of our credit risk criteria. As of September 30, 2012, 80.1% 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 quasi-security mechanisms or arrangements and there can be no assurance that even if such mechanisms and arrangements are implemented, they will 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

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results of operations of our Company. No assurances can be given as to whether these legal proceedings will be decided in our favor or have no adverse outcome, nor can any assurance be given that no further liability will arise out of these claims. For further information relating to outstanding litigation against our Company, see the section titled "Outstanding Litigation and Material Developments" on page 145. 7. Our borrowers’ insurance of assets may not be adequate to protect them against all potential losses

to which they may be subject, 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 will 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 substantially 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 increased from 3.95% in Fiscal 2011 to 4.23% for the half year ending September 30, 2012. However, a decline in our net interest margin 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 and 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% 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 crores 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) CRAR of 15% with a

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minimum tier I capital of 10%. Tier I capital for such purposes means 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% 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% of the aggregate tier I capital of such company as of March 31 of the previous accounting year. The maximum exposure ceilings as prescribed in respect of systemically important non-deposit taking NBFCs 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, 2012, the CRAR of our Company was 17.69%. 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 is also an IFC. 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, 2013. In compliance with RBI's directive in this regard, we have prepared a roadmap for compliance with the RBI prudential norms and submitted the same to the MoP on May 28, 2012 requesting the MoP to forward the roadmap to RBI along with their recommendation. We follow prudential lending norms and guidelines approved by the MoP with respect to loans made to central and state entities in the Indian power sector, while our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. 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. 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% of the bank's capital funds as per its last audited balance sheet. Banks may, however, assume exposures on a single NBFC up to 15% of their capital funds provided the exposure in excess of 10% 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% of its capital funds as per its last audited balance sheet, with a provision to increase it to 20% if the same is on account of funds on-lent 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 affect on our business, financial condition, results of operations.

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11. Our contingent liabilities in the event they were to materialize could adversely affect our b usiness, financial condition and results of operations.

As of September 30, 2012, we had contingent liabilities of ` 5201.11 crores including non-funded contingent exposure of ` 402.86 crores in the form of guarantees and ` 4695.22 crores in the form of letters of comfort issued to borrowers’ banks in connection with letters of credit and other contingent liabilities of ` 103.03 crores. 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 (` in crores) NPA as % of total loan assets As of March 31, 2010 13.16 0.02 As of March 31, 2011 230.65 0.23 As of March 31, 2012 1358.47 1.04 As of September 30, 2012 1361.51 0.97 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 entities in the power sector have been exempted from RBI's prudential lending (exposure) norms applicable to other non-government owned non-deposit taking systemically important NBFCs. Such exemptions, unless further extended by the RBI, are currently applicable until March 31, 2013. In compliance with RBI's directive in this regard, we have prepared a roadmap for compliance with the RBI prudential norms and submitted the same to the MoP on May 28, 2012 requesting the MoP to forward the roadmap to RBI along with their recommendation. We follow prudential lending norms and guidelines approved by the MoP with respect to loans made to central and state entities in the Indian power sector, while our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. 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% 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% 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 the section titled "Regulations and Policies” on page 102. 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 Fiscals 2007, 2008, 2009, and 2010 and our audited consolidated financial statements for F iscals 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 Fiscals 2007, 2008, 2009 and 2010. Our statutory auditors have also qualified their reports on our audited consolidated financial statements for Fiscals 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 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

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` 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 CRAR is overstated to the above extent. As regards the liability of ` 663.49 crores, which was ` 908.94 crores for the previous year shown as “Interest Subsidy Fund from GoI” in the balance sheet, received under Accelerated Generation and Supply Program (“AG&SP”) Scheme from the MoP, GoI, our 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 of March 31, 2010, for the 9th and 10th five year 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, prepayment, 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 Income Tax Act. In addition, our statutory auditors have similarly qualified their reports on (i) our audited standalone and consolidated financial statements for Fiscals 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 Fiscals 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 the 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 and results of operations.

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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, 2012, we had foreign currency borrowings outstanding of USD 790.73 million, Japanese Yen 41,643.20 million and Euro 23.77 million, the total of which was equivalent to ` 7,233.81 crores, or 6.13 % 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 long–term loans to various SEBs that were guaranteed by the respective state governments. Pursuant to certain amendments to the Electricity Act 2003 (“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 AG&SP scheme 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 subsidizes our normal lending rates on loans to SPUs. 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 scheme. 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 ` 51,568.31 crores as of March 31, 2008 to ` 1,40,819.21 crores as of September 30, 2012. We intend to

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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 increase 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 4,000 MW or more. As of September 30, 2012, we have a total of nine wholly-owned subsidiaries as 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. Our Company has and is 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. 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. 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 two joint venture arrangements, pursuant to which certain joint venture companies have been incorporated, namely, National Power Exchange Limited and Energy Efficiency Services Limited. Pursuant to a promoters’ agreement dated April 8, 1999 and a supplementary agreement dated November 20, 2002, PTC India Limited (formerly known as Power Trading Corporation of India Limited) is promoted by PGCIL, NTPC and our Company. Our Company has entered into a share subscription and shareholders agreement with the NSE 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 SPVs involved in the development of power projects. For further information see the section titled "History and Certain Corporate Matters" on page 107. Further, as we hold minority interests in each of these joint venture companies, our joint venture partners will have control over such joint venture companies (except to the extent agreed under the respective joint venture agreements). In addition,