Public Issue of Unsecured Subordinated Redeemable Non-Convertible Debentures

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Public Issue of Unsecured Subordinated Redeemable Non-Convertible Debentures Issue Opens: July 17, 2017 Issue Closes: July 31, 2017 @ Srei Equipment Finance Limited Registered Office: Vishwakarma,

1 Public Issue of Unsecured Subordinated Redeemable Non-Convertible Debentures Issue Opens: July 17, 2017 Issue Closes: July 31, Srei Equipment Finance Limited Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata Tel: ; Fax: ; CIN: Issue shall remain open for subscription on Working Days from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date as may be decided by the Board/ Executive Committee of Directors, as the case maybe, 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 advertisements in a leading national daily newspaper with wide circulation on or before such earlier date of Issue Closure or initial Issue Closing Date, as the case may be. On the Issue Closing date, the Application Forms will be accepted only between 10 a.m. to 3 p.m. (Indian Standard Time) and uploaded till 5 p.m. or such extended time as may b e permitted by the Stock Exchanges. For further details please refer to General Information on page 41 of the Prospectus.

2 Disclaimer: Capitalized term use and not define shall have the same meaning assigned to such terms in the Prospectus dated July 10, ^Additional Incentive of 0.15% will be given to Category III Investors in the proposed Issue who are also holders of NCD(s)/Bond(s) previously issued by our Company and/ or SIFL in past public issues of Secured NCDs and/or are equity shareholder(s) of Srei Infrastructure Finance Limited ( SIFL ) and/or senior citizens and/or Existing Employees of Srei Infra and/or Company on the Deemed Date of Allotment and applying across all series provided the NCDs issued under the proposed Issue are held by the investors on the relevant Record Date applicable for payment of respective coupons in respect Series I, Series II, Series IV, Series V, Series VII and/or Series VIII NCDs and on relevant Record Date for redemption in respect to Series III, Series VI and Series IX. # - Determined on the basis of date of application on the electronic bidding platform of stock exchanges. Disclaimer Clause of BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Prospectus has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer clause of BSE Limited. Disclaimer Clause of NSE: It is to be distinctly understood that permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the Disclaimer Clause of NSE. Disclaimer of the Issuer: Srei Equipment Finance Limited is, subject to market conditions and other considerations, proposing a public issue of 5,000,000 Unsecured Subordinated Redeemable Non-Convertible Debentures of Face Value of `1,000/- each eligible for inclusion as Tier II Capital (the Debentures or the NCDs ), amounting to `5,000 million ( Base Issue Size ), with an option to retain oversubscription up to additional 5,000,000 NCDs of `1,000/- each for an amount of `5,000 million, aggregating to `10,000 million ( Overall Issue Size ) and is being offered by way of the Prospectus dated July 10, 2017 (The Prospectus ), has filed with the Registrar of Companies, West Bengal, the Securities and Exchange Board of India, BSE and NSE. The Investors are advised to take any decision to invest in the NCDs pursuant to their examination of the Issuer and on the basis of the disclosures made in the Prospectus. Please see the section titled Risk Factors beginning on page 16 of the Prospectus for the risks in this regard. Availability of Prospectus: The Prospectus is available on our website at on the website of the stock exchange at and and also on the respective websites of the Lead Managers at and Investors proposing to participate in the Issue should invest only on the basis of information contained in the Prospectus dated July 10, Physical copies of the Prospectus can be obtained from the Company s Registered Offices and Corporate offices, Offices of the Lead Managers, Lead Brokers and sub-brokers, Trading Members and Designated Branches of the SCSBs. 2

3 Srei Equipment Finance Limited Non-Convertible Debentures (NCDs) UPTO.55 * % Interest 0.15^% ADDITIONAL INCENTIVE for existing investors & senior citizens Public Issue of Unsecured Subordinated Redeemable NCDs. Credit Rating: BWR AA+ by BRICKWORK Outlook: Stable SMERA AA+/ Stable by SMERA To know more, SMS SREI to Issue opens on 17th July, Issue closes on 31st July, Allotment on first-come-first-serve basis #. 3

4 1 Srei Equipment Finance Limited - The Issuer 2 Srei Equipment Finance Limited - Financial Performance 3 Issue Structure Investment Consideration 4

5 1 Srei Equipment Finance Limited - The Issuer 5

About SREI Equipment Finance Limited Srei Equipment Finance Limited ( SEFL ) is one of India s leading non-banking financial company in the organized equipment financing sector with a principal focus

6 About SREI Equipment Finance Limited Srei Equipment Finance Limited ( SEFL ) is one of India s leading non-banking financial company in the organized equipment financing sector with a principal focus on financing infrastructure equipment. It is registered with RBI as a non-deposit taking systemically important, non-banking financial company ( NBFC-ND-SI ). It is classified as Assets Finance Company (AFC) within the meaning of NBFC. It provides financial products and services to companies operating in the construction, mining, technology and solutions, healthcare, ports and railways, oil and gas, agriculture and transportation sectors. Financial products and services offered by SEFL comprise loans, leases, rentals and fee-based services. SEFL enjoys a pan-india presence in approximately 21 states, including 89 branch offices with more than 60,000 customers as on 31 March, SEFL has an AUM of `212,318 million, Profit after Tax of `1,488 million. 6

Hemant Kanoria, Chairman & Managing Director Board of Directors Mr. Hemant Kanoria has over 37 years of experience in industry, trade and financial services.

He has held the position of President of Calcutta Chamber of Commerce, Chairman of FICCI National Committee on Infrastructure and also served as Board of Governors of Indian Institute of Management,

7 Hemant Kanoria, Chairman & Managing Director Board of Directors Mr. Hemant Kanoria has over 37 years of experience in industry, trade and financial services. Presently serving as Board Member in the Indian Institute of Information Technology, Guwahati, Neotia University and New Delhi Institute of Management. He has held the position of President of Calcutta Chamber of Commerce, Chairman of FICCI National Committee on Infrastructure and also served as Board of Governors of Indian Institute of Management, Calcutta (IIM-C) Industry. Sunil Kanoria, Vice Chairman Mr. Sunil Kanoria is a Chartered Accountant with more than 29 years of experience in the financial service industry. He had been the immediate past President of The Associated Chambers of Commerce & Industry of India (ASSOCHAM), a former governing body member of the Construction Industry Development Council (CIDC), is presently the Council member of The Institute of Chartered Accountants of India Kora Ipe Puthenpurockal, Non-Executive & Independent Director Mr. Puthenpurockal has a masters degree from Indian Institute of Technology, Mumbai and has 37 years of experience in the field of corporate banking. He retired as the Managing Director and Head of Corporate Banking of BNP Paribas India 7

Board of Directors Mr. Shyamalendu Chatterjee, Non-Executive & Independent Director Over 45 years of experience in Retail, Commercial & Investment Banking and NBFC.

Extensive exposure in the area of International Banking having worked in SBI, London and as the Chief Representative in Washington D.C having worked closely with IFC, World Bank and IMF. Dr.

8 Board of Directors Mr. Shyamalendu Chatterjee, Non-Executive & Independent Director Over 45 years of experience in Retail, Commercial & Investment Banking and NBFC. Former Executive Director, Axis Bank Limited, Mumbai. He was a member of the Board of Directors of Nabil Bank, Nepal. Extensive exposure in the area of International Banking having worked in SBI, London and as the Chief Representative in Washington D.C having worked closely with IFC, World Bank and IMF. Dr. Tamali Sengupta, Non-Executive & Independent Director (Additional Director) Over 31 years of experience in legal field and is a specialist in transnational legal transactions in media, real estate development, insurance and infrastructure. Widely published author and a Fellow of the Centre of International Legal Studies at Salzburg. Proprietor of T. Sengupta Associates, a corporate law practice based in New Delhi. 8

Key Strengths Well positioned to access and appraise borrowers in the growing Indian infrastructure financing sector Developed extensive infrastructure sector knowledge and relationships with

9 Key Strengths Well positioned to access and appraise borrowers in the growing Indian infrastructure financing sector Developed extensive infrastructure sector knowledge and relationships with customers. Provided a broad spectrum of financial products and services. Strong Promoter relationship and brand SEFL is a wholly owned subsidiary of Srei Infrastructure Finance Limited. Srei Infra is a well established brand domestically in infrastructure financing business this provides with a significant competitive advantage. Experienced Board and Senior Management Our senior and middle management team comprise officials with significant experience in the financial services sector. In-depth industry knowledge and loyalty of our management and professionals provide us with a distinct competitive advantage. Leading infrastructure equipment financing NBFC in India With a AUM of Rs 212,318 million as on March 31, 2017 is one of the leading equipment financing organization in India. Widespread branch network enables us to service and support our existing customers. 9

10 Key Strengths Pan India Presence Presence in approximately 21 states, including 89 branches across India. Developed a unique relationship based distribution network, managed by the relationship managers as entrepreneurs, and SEPs for our retail business which helps in commanding a better presence and penetration in markets. Competitive and Diversified sources of Funding Diversified funding sources like banks loan, issuance of NCDs, ECB, Commercial Paper, securitization etc. Framework and operating efficiency Established risk management system through robust processes to mitigate the risk and enhance the financial results. 10

Equipment Finance Business Verticals Infrastructure Equipment Finance / lease for purchase of infrastructure equipment like

Target customers include Retail, SME and Strategic players. Average tenor of financing varies from 3-5 years.

Target customers are various institutional and corporate players. Tenor of loan provided varies from 1-5 years.

11 Equipment Finance Business Verticals Infrastructure Equipment Finance / lease for purchase of infrastructure equipment like earthmoving equipment, material handling and road construction equipment etc. Target customers include Retail, SME and Strategic players. Average tenor of financing varies from 3-5 years. Technology and Solutions Financing Finance/lease for purchase of hardware, software and office equipment. Target customers are various institutional and corporate players. Tenor of loan provided varies from 1-5 years. Health care Equipment Financing Finance/lease for purchase of all major medical equipment. Medical equipment includes x-ray machine, CT and MRI scaners etc. Target customers include hospitals and diagnostic centers. 11

Equipment Finance Business Verticals Agricultural and Farming Equipment Finance for purchase of all major farming, agricultural and allied equipment.

12 Equipment Finance Business Verticals Agricultural and Farming Equipment Finance for purchase of all major farming, agricultural and allied equipment. Farming equipment includes tractors, which are widely used for sowing, tilling etc. Target customers basically include contract farmers. Used Equipment Finance for used equipment to various customers. Used equipment includes construction and mining equipment. Target customers are basically Retail and SME segment. 12

13 2 Srei Equipment Finance Limited - Financial Performance 13

14 Financial Performance Highlights* (Amount in ` mn.) Net worth 250, ,000 22,088 23,218 24, ,000 20, , , , , , , , ,000 FY 14 FY 15 FY 16 FY 17 Asset Under Management 212, , , ,977 FY 14 FY 15 FY 16 FY 17 30,000 25,000 20,000 Total Income 26,193 26,097 26,150 24,953 2, , , , ,253 PAT 1,530 1,152 1, ,000 FY 14 FY 15 FY 16 FY FY 14 FY 15 FY 16 FY 17 *Financial Figures are being rounded off 14

15 Financial Performance Highlights 6.00% 5.50% 5.00% 4.50% 4.00% 3.50% 3.00% 2.50% 2.00% 1.50% 1.00% Gross NPA 4.50% 4.97% 4.98% 4.00% 3.50% 3.00% 2.50% 2.95% 2.00% 2.48% 1.50% 1.00% 0.50% FY 14 FY 15 FY 16 FY % 4.07% Net NPA 3.83% 1.99% 1.76% FY 14 FY 15 FY 16 FY % Capital Adequecy Ratio 19.00% 19.62% 18.00% 18.66% 17.00% 16.00% 17.13% 17.05% 15.00% FY 14 FY 15 FY 16 FY 17 15

16 3 Issue Structure 16

17 Issue Structure Issuer Srei Equipment Finance Limited ( Company or Issuer ) Instrument & Issue size Credit Rating Use of Proceeds Public issue of 5,000,000 Unsecured Subordinated Redeemable Nonconvertible Debenture of face value of `1,000 /- each, eligible for inclusion as Tier II capital (the Debentures or the NCDs ), for an amount of `5000,000,000/- (rupees five thousand million) ( Base Issue Size ) with an option to retain over subscription upto additional 5,000,000 (five million) NCDs of `1,000/- each, for an amount of `5000,000,000/- (rupees five thousand million) aggregating to `10,000,000,000/- (rupees ten thousand million) ( Overall Issue Size ) (hereinafter referred to as the Issue ) BWR AA+ (BWR Double A Plus) (Outlook: Stable) by Brickwork Ratings India Private Limited ( BRICKWORK ) SMERA AA+/Stable (SMERA Double A plus/stable) by SMERA Ratings Limited ( SMERA ) Instruments with such ratings are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk The Net Proceeds raised through this Issue will be utilized for following activities in the ratio provided as below: I For the purpose of lending/ repayment of loan - minimum 75% of the Net Proceeds of the Issue. II For General Corporate Purposes up to 25% of the Net Proceeds of the Issue. The unutilized amount if any will be used for purpose of lending/ repayment of loan. Issue Period Issue Opens: July 17, 2017 Issue Closes: July 31, 2017@ (with an option for early closure or extension) Listing & Depositories Proposed to be listed on BSE Ltd. and NSE. (BSE shall be the Designated Stock Exchange) National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) 17

Lead Managers Lead Managers * *In compliance with the proviso to Regulation 21A of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, Srei Capital Markets Limited, which

18 Lead Managers Lead Managers * *In compliance with the proviso to Regulation 21A of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, Srei Capital Markets Limited, which is our Promoter Group entity, shall only be involved in marketing of the Issue. Allocation Ratio Investor Category Category I (Institutional Portion) Category II (Non-Institutional Portion) Category III (Individual Category Portion) Basis of allotment on a first come first serve basis 30% of the Overall Issue Size 20% of the Overall Issue Size 50% of the Overall Issue Size 18

19 Issue Structure Series I # II*** III # IV # V VI # VII # VIII IX # Frequency of Interest Payment Monthly Annual Cumulative Monthly Annual Cumulative Monthly Annual Cumulative Minimum Application Face Value/Issue Price of NCDs (` / NCD) In Multiples of (`) `10,000/- (10 NCDs) across all Series and in multiples of 1 (one) NCD of `1,000/- each thereafter `1,000/- `1,000/- `1,596/- `1,000/- `1,000/- `1,876/- `1,000/- `1,000/- `2,490/- `1,000/- 1,000 (1NCD) Tenor from Deemed Date of Allotment 5 Years 3 Months 7 Years 10 Years Coupon (% per annum) for NCD Holders in Category I, Category II& Category III Effective Yield (per annum) for NCD Holders in Category I, Category II and Category III 9.25% 9.30% NA 9.35% 9.40% NA 9.50% 9.55% NA 9.65% 9.33% 9.30% 9.75% 9.42% 9.40% 9.92% 9.57% 9.55% Mode of Interest Payment Through various mode available Amount (` / NCD) on Maturity for NCD Holders in Category I, Category II& Category III Maturity Date (from Deemed Date of Allotment) 5 Years 3 Months 5 Years 3 Months 5 Years 3 Months 7 Years 7 Years 7 Years 10 Years 10 Years 10 Years Put /Call Option N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. *** Our Company shall allocate and allot Series II NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series. #Series I, Series III, Series IV, Series VI, Series VII and Series IX NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. ^Additional Incentive of 0.15% p.a. will be given to Category III Investors in the proposed Issue who are also holders of NCD(s)/Bond(s) previously issued by our Company and/ or Srei Infrastructure Finance Limited ( SIFL ) in past public issues of Secured NCDs and/or are equity shareholder(s) of SIFL and/or senior citizens and/or Existing Employees of Srei Infra and/or Company on the Deemed Date of Allotment and applying across all series provided the NCDs issued under the proposed Issue are held by the investors on the relevant Record Date applicable for payment of respective coupons in respect to Series I, Series II, Series IV, Series V, Series VII and/or Series VIII NCDs and on relevant Record Date for redemption in respect to Series III, Series VI and Series IX. The maturity amount at redemption inclusive of additional incentive, for each NCD held at maturity date would be `1,607/- per NCD for Series III, `1,895 /- per NCD for Series VI and `2,525 /- per NCD for Series IX respectively. 19

20 Issue Structure Type of Instrument Unsecured Subordinated Redeemable Non Convertible Debentures Axis Trustee Services Limited is acting as Debenture Trustee to the Issue Debenture Trustee Axis Trustee Services Limited and Company will execute the Debenture Trust Deed within the time limit prescribed by applicable statutory and/or regulatory requirements, to protect the interest of NCDs holders in the event of default by us in regard to timely payment of interest and repayment of principal. Interest on Application Amount The Company shall pay to the successful Applicants, interest at 8% p.a on the Application Amount allotted, from the date of realization of the Application Amount through cheque(s)/demand draft(s)/any other mode up to 1 (one) day prior to the Deemed Date of Allotment, subject to deductions under the provisions of the Income Tax Act or any other statutory modification or re-enactment thereof, as applicable. However no interest is to be paid on Application Amount(s) to the ASBA Applicants. Interest on Refund Amount The Company shall pay interest on Application Amounts which is liable to be refunded to the Applicants (other than ASBA Applicants) at the rate 6% p.a. subject to the deduction of income tax as per the Income Tax Act, as applicable from the date of realization of the cheque(s) /demand draft (s) upto one day prior to the Deemed Date of Allotment. In the event that such date of realization of the cheque(s)/ demand draft(s) is not ascertainable in terms of banking records, we shall pay interest from three days from the date of upload of the Application on the electronic bidding platform of the Stock Exchanges, whichever is later, upto one day prior to the Deemed Date of Allotment. Such interest shall be paid along with the monies liable to be refunded. 20

21 21 Investment Consideration

22 Benefits of Investment in Srei NCDs Return 9.55% p.a. Highest coupon per annum for all Category Investors for Series VIII for 10 years tenor. 0.15% p.a. extra for existing investors and senior citizens^. Tenor and Frequency Option of 5 years 3 months, 7 years and 10 years with Monthly, Annual and Cumulative Interest Payment Options. Liquidity Proposed to be listed on BSE Ltd and NSE. (BSE shall be the designated Stock Exchange) Trading will be in dematerialized form only. Mode of Allotment Series I, Series III, Series IV, Series VI, Series VII and Series IX NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. Individual Category of Investors can apply for allotment of NCDs both physical and dematerialized form for Series II, Series V and Series VIII. NCDs would be allotted to Institutional and Non Institutional Category in dematerialized form only. 22

23 23 Notes

Customer Contact Points Toll Free: 18004197734 (9am to 6pm, Monday Saturday) Mail us: connect@sreibonds.com Website: www.srei.com www.facebook.

com/customer/login Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 4700; Fax: +91 33 2285 7542; Corporate Office:

24 Customer Contact Points Toll Free: (9am to 6pm, Monday Saturday) Mail us: Website: Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata ; Tel: ; Fax: ; Corporate Office: Room no 12 & 13, 2nd Floor, 6A, Kiran Shankar Roy Road, Kolkata Corporate Identification No: U70101WB2006PLC Company Secretary and Compliance Office: Mr. Naresh Mathur Phone: , Toll Free no.: , -id: ncdsrei@srei.com 24

Public Issue of Secured and Unsecured subordinated Non-Convertible Debentures

Public Issue of Secured and Unsecured subordinated Non-Convertible Debentures Issue Opens On: February 9, 2018 Issue Closes On: March 7, 2018 # Srei Infrastructure Finance Limited Registered Office: Vishwakarma,