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, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542;CIN: L29219WB1985PLC055352 #The Trance 1 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 Tranche 1 Issue may close on such earlier date or extended date as may be decided by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals. In the event of early closure or extension of the Tranche 1 Issue, our Company shall ensure that notice of the same will be provided to the prospective investors through advertisements in a leading national daily newspaper with wide circulation on or before such Early Closure date or initial date of Issue Closure, as the case may be. For further details please refer to General Information on page 14 of the Shelf Prospectus dated February 05, 2018.
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1 Srei Infrastructure Finance Limited The Issuer 2 Srei Infrastructure Finance Limited Financial Performance 3 Issue Structure Investment Consideration 3
1 Srei Infrastructure Finance Limited The Issuer 4
About SREI Infrastructure Finance Limited We are a holistic infrastructure institution having: More than 27 years of legacy in the infrastructure sector. Net Worth of ` 48,154 Million* Assets Under Management of ` 374,129 Million* Total Income of ` 46,658 Million* Profit After Tax of ` 2,433 Million* Classified as Infrastructure Finance Company ( IFC ) (NBFC-ND-SI) by the RBI. Notified as Public Financial Institution ( PFI ) by Ministry of Corporate Affairs. Srei Equipment Finance Limited ("SEFL") SEFL - Is a wholly owned subsidiary of Srei Infrastructure Finance Limited. We are present in Rural IT infrastructure in India, under the National E-Governance Plan of the Government of India. SAHAJ is now one of the largest rural distribution network in India Parks We have ventured into the development of SEZs and Industrial Parks Srei has strategic investment in three such projects viz. Services and Education City at Alibag, Maharashtra (Attivo Economic Zone, Mumbai), Industrial Park at Kharagpur, West Bengal (Attivo Economic Zone, Kolkata) and Multi Product SEZ at Nanguneri, Tamil Nadu (AMRL Hitech City). *As on March 31, 2017 on a consolidated basis 5
Evolution of Srei Incorporated as a Public Limited Company, New Delhi 1985 1992 Initial Public Offering. Currently listed on all major Stock Exchanges BSE, NSE and CSE International Developmental Institutions - IFC, Washington (World Bank Group); DEG (Owned by Govt. of Germany) & FMO (Owned by Govt. of Netherlands) invested as strategic equity partners 1997 2008 JV with BNP Paribas Lease Group for equipment financing business Strategic partnership with Tata Group for Passive Telecom Infrastructure business 2009 2010 Synergistic integration of Srei and Quippo to create a fully integrated holistic infrastructure institution 6
Evolution of Srei Classified as an Infrastructure Finance Company by RBI and Public Finance Institution status by MCA 2011 2012 Received Certificate of Registration for Mutual Fund (Infrastructure Debt Fund) from SEBI Received Certificate of authorization from RBI to set up, own and operate White Label ATMs 2014 2014 Equipment Financing arm to become 100% Subsidiary; BPLG to acquire 5% in SREI Srei Equipment Finance Limited has become a 100% Subsidiary of Srei Infrastructure Finance Limited 2016 7
Board of Directors Hemant Kanoria, Chairman & Managing Director Over 32 years of experience in industry, trade and financial services. He is currently serving as board member in the Indian Institute of Information Technology, Guwahati, Neotia University and New Delhi Institute of Management and is a member of the advisory board of the Calcutta Business School. Sunil Kanoria, Vice Chairman & Non Executive Director More than 28 years of experience in the financial services industry. He has been the president of the Associated Chambers of Commerce & Industry of India, a former governing body member of the Construction Industry Development Council and is presently a council member of the Institute of Chartered Accountants of India. S Rajagopal, Non-Executive & Independent Director More than 42 years of experience in the banking industry. The former Chairman & Managing Director of Bank of India and Indian Bank. 8
Board of Directors S Chatterjee, Non-Executive & Independent Director He has also served as a member of the Board of Directors of Nabil Bank Limited, Nepal. He has been associated with the State Bank of India, and with UTI Bank Limited (now Axis Bank Limited) as an executive director in the past. Dr P K Sinha, Non-Executive & Independent Director She spearheaded some of the first foreign investments into the Indian equity markets in the early 1990s. Currently, she is the Founder and Managing Partner, Pacific Paradigm Advisors, an independent investment advisory and management firm focused on Asia Over 27 years of experience in investment management and financial markets. Mr. Ram Krishna Agarwal, Non- Executive Director Over 41 years of experience in various fields like Audit, Taxation, Company Law, Consultancy etc. He has been a Partner with S. R. Batliboi & Co. (Member firm of Ernst & Young in India) since 1978 and was the Managing Partner of the Firm at the time of his retirement in June, 2013. He is the past President of The Institute of Internal Auditors, India and was a member of the Central Council of The Institute of Chartered Accountants of India during 1991-97. He was the National Chairman of Direct Tax Sub-Committee of CII in the year 2013-14. Mr. Malay Mukherjee He has over 40 years of experience in the field of Banking and NBFC including Venture Funding, Factoring and Broking. He was the Chief Executive Officer and Managing Director of IFCI Limited and was responsible for the growth and development of the business of IFCI. 9
Business Verticals FUND BASED FEE BASED STRATEGIC INVESTMENT INFRASTRUCTURE EQUIPMENT FINANCING PROJECT FINANCING INFRASTRUCTURE PROJECT ADVISORY INSURANCE BROKING INVESTMENT BANKING PRIVATE EQUITY & VENTURE CAPITAL RURAL IT INFRASTRUCTURE SEZ & INDUSTRIAL PARKS ENVIRONMENT MANAGEMENT 10
Our Key Strengths More than 27 years of experience in Infrastructure Financing Srei was classified as Infrastructure Finance Company (IFC) in the year 2011 by the RBI and was also notified as Public Financial Institution (PFI) by the Ministry of Corporate Affairs Customized project financing solutions across various sectors in infrastructure domain Structured financing solutions that mitigate risk and provide flexibility for meeting unique needs of the customers Project advisory solutions Investment banking advisory solutions providing an efficient channel to access capital markets Diversified across various sectors - Power, Ports, Logistics, Urban Infrastructure and Airport/Aviation The Consolidated Group Disbursement stood at `176,035 Million as on 31st March 2017 11
Share Holding Pattern (31st December, 2017) Shareholding Pattern (%) Promoter & Promoter Group Foreign Investors Body Corporates Individuals Others 60.80 20.06 4.09 9.32 5.73 Bodies Corporates 4.09% Individual 9.32% Others 5.73% Foreign Investors 20.06% Promoter and Promoter Group 60.80% 12 0
2 Srei Infrastructure Finance Limited Financial Performance 13
Financial Performance Highlights* (Amount in ` mn.) Total Income Asset Under Management 50,000 40,000 30,000 20,000 10,000-46,658 33,603 32,619 FY 15 FY 16 FY 17 3,75,000 3,70,000 3,65,000 3,60,000 3,55,000 3,50,000 3,45,000 3,40,000 3,35,000 374,129 362,767 350,935 FY 15 FY 16 FY 17 50,000 Net Worth 48,154 2,500 PAT 2,433 40,000 34,813 35,390 2,000 30,000 1,500 1,291 20,000 1,000 725 10,000 500 - FY 15 FY 16 FY 17 - FY 15 FY 16 FY 17 *All figures are on Consolidated Basis 14
Financial Performance Highlights* Gross NPA Net NPA 5.00% 4.50% 4.00% 3.50% 3.00% 2.50% 2.00% 1.50% 1.00% 0.50% 0.00% 4.71% 4.02% 2.91% FY 15 FY 16 FY 17 4.50% 4.00% 3.50% 3.00% 2.50% 2.00% 1.50% 1.00% 0.50% 0.00% 3.84% 3.09% 1.98% FY 15 FY 16 FY 17 *All figures are on Consolidated Basis Capital Adequacy Ratio** 19.50 19.00 18.50 18.00 17.50 17.00 16.50 16.00 15.50 18.94 17.54 16.97 FY 15 FY 16 FY 17 ** On a standalone basis 15
3 Issue Structure 16
Issue Structure Issuer Srei Infrastructure Finance Limited ( Company or Issuer ) Instrument & Issue size Public Issue of Secured NCD and Unsecured Subordinated NCDs (together referred as NCDs) of Face Value of `1,000/- each, for an amount upto `2,000 million ("Base Issue Size") with an option to retain over subscription upto Shelf Limit of `20,000 million (Overall Issue Size) (Tranche 1 Issue). Credit Rating & Security Cover BWR AA+ (BWR Double A plus) (Outlook:Stable) by Brickwork Ratings India Private Limited Use of Proceeds The Net Proceeds raised through this Trance 1 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 Tranche 1 issue. II. For General Corporate Purposes up to 25% of the Net Proceeds of the Trance 1 issue. The unutilized amount if any will be used for purpose of lending/ repayment of loan Issue Period Issue Opens: February 9, 2018 Issue Closes: March 7, 2018 @ (with an option for early closure or extension) Listing & Depositories Proposed to be listed on BSE and NSE (BSE shall be the Designated Stock Exchange) National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) 17
Lead Managers Registrar Debenture Trustee *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 wholly owned subsidiary, shall only be involved in marketing of the Issue. Allocation Ratio (Secured NCDs & Unsecured NCDs) Investor Category Category I (Institutional Portion) Category II (Non-Institutional Portion) Category III (Individual Category Portion) Category IV (Trust & Society Portion) Basis of allotment on a first come first serve basis 20% of the Overall Issue Size 10% of the Overall Issue Size 60% of the Overall Issue Size 10% of the Overall Issue Size 18
Issue Structure SPECIFIC TERMS AND CONDITIONS IN CONNECTION WITH EACH SERIES OF NCDs: Series I # II # III # IV*** V # VI # VII VIII # IX # X XI # Frequency of Interest Payment N.A. Annual Monthly Annual N.A. Monthly Annual N.A. Monthly Annual N.A. Minimum Application ` 10,000/- (10 NCDs) across all Series collectively Face Value/Issue Price of NCDs (`/ NCD) ` 1,000/- In Multiples of (`) Tenor from Deemed Date of Allotment ` 1,000/- (1NCD) 400 days 3 years 5 years 10 years Nature of Instrument Secured Secured Secured Unsecured subordinated Coupon (% per annum) for Category I, Category II, category III & Category IV Investor(s) N.A. 8.50% 8.43% 8.75% N.A. 8.65% 9.00% N.A. 9.12% 9.50% N.A. Effective Yield (per annum) for Category I, Category II, category III & Category IV Investor(s) 8.54% 8.51% 8.75% 8.74% 8.77% 8.99% 8.99% 9.01% 9.50% 9.49 % 9.50% Mode of Interest Payment Through various mode available. Amount (`/NCD) on Maturity for Category I, Category II, category III & Category IV Investor(s) ** `2,480/- `1,000/- `1,000/- `1,094/- `1,000/- `1,000/- `1,000/- `1,287/- `1,000/- `1,000/- `1,540/- Maturity Date (from Deemed Date of Allotment) 400 days 3 years 5 years 10 years Institutional, Non-Institutional Category Investor(s) Individual Category Investor(s) and Trusts & Society Category of Investors can subscribe to all Series of NCDs. *** Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series. #Series I, Series II, Series III, Series V, Series VI, Series VIII, Series IX and Series XI would be allotted compulsorily in dematerialized form to all categories of Investors. Investors in the proposed NCD who fall under Category III and who are holder of NCD(s)/Bond(s) previously issued by our Company and Srei Equipment Finance Limited ( SEFL ), in past public issues of NCD and/ or are equity shareholder(s) of our Company ( SIFL ) and/or are Senior Citizens and/or are Employees of Srei Group, on Deemed Date of Allotment and who have subscribed for Series III NCDs and/or Series IV NCDs and/or Series V NCDs and/or Series VI NCDs and/or Series VII NCDs and/or Series VIII NCDs and/or Series IX NCDs and/or Series X NCDs and/or Series XI NCDs shall be eligible for additional incentive of 0.25% p.a. provided the NCDs issued under the Proposed Tranche 1 Issue, are held by the Investors on the relevant Record Date applicable for payment of respective coupon in respect of Series III, Series IV, Series VI, Series VII, Series IX and/or Series X NCDs. For Investors who fall under Category III and who are holder of NCD(s)/Bond(s) previously issued by the Company and/or SEFL in past public issues of NCDs of our Company and/or SEFL and/or are Senior Citizens and/or are Employees of Srei Group on Deemed Date of Allotment applying in Series V, Series VIII NCDs and Series XI, the maturity amount at redemption along with the additional yield would be `1,296/- per NCD, `1,557/- per NCD and `2,537/- per NCD provided the NCDs issued under the Proposed Tranche 1 Issue are held by investors on the relevant record date for redemption of Series I, Series V, Series VIII and Series XI NCDs. Category III Investors subscribing to Series I NCDs and Series II NCDs shall not be eligible for any additional incentive, regardless of their qualifications as mentioned hereinabove. 19
Issue Structure Type of Instrument Security Interest on Application Amount Interest on Refund Amount Additional Incentive for Category III investors Secured Redeemable Non-Convertible Debentures and Unsecured Subordinated Non-Convertible Debentures eligible for Tier II Capital. The principal amount of the Secured NCDs to be issued in terms of the Shelf Prospectus and the Tranche 1 Prospectus together with all interest due on the Secured NCDs in respect thereof shall be secured by way of exclusive charge in favour of the Debenture Trustee on specific present and future receivables/assets and pari passu charge on an identified immovable property of our Company as may be decided mutually by our Company and the Debenture Trustee. Our Company will create appropriate security in favour of the Debenture Trustee for the Secured NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs (along with the interest due thereon). No Security will be created for Unsecured NCDs in the nature of subordinated debt. The Company shall pay to the successful Applicants, interest at 7% 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. The Company shall pay interest on Application Amounts which is liable to be refunded to the Applicants (other than ASBA Applicants) subject to deduction of income tax under the provision of Section 194A of the Income Tax Act, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 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, at the rate of 6%. Such interest shall be paid along with the monies liable to be refunded. Interest warrants will be dispatched/credited (in case of electronic payment) along with the letter(s) of refund at the sole risk of the Applicant, to the sole/first Applicant Investors in the proposed NCD who fall under Category III and who are holder of NCD(s)/Bond(s) previously issued by our Company and Srei Equipment Finance Limited ( SEFL ), in past public issues of NCD and/ or are equity shareholder(s) of our Company ( SIFL ) and/or are Senior Citizens and/or are Employees of Srei Group, on Deemed Date of Allotment and who have subscribed for Series III NCDs and/or Series IV NCDs and/or Series V NCDs and/or Series VI NCDs and/or Series VII NCDs and/or Series VIII NCDs and/or Series IX NCDs and/or Series X NCDs and/or Series XI NCDs shall be eligible for additional incentive of 0.25% p.a. provided the NCDs issued under the Proposed Tranche 1 Issue, are held by the Investors on the relevant Record Date applicable for payment of respective coupon in respect of Series III, Series IV, Series VI, Series VII, Series IX and/or Series X NCDs. For Investors who fall under Category III and who are holder of NCD(s)/Bond(s) previously issued by the Company and/or SEFL in past public issues of NCDs and/or are Senior Citizens and/or are Employees of Srei Group on Deemed Date of Allotment applying in Series V, Series VIII NCDs and Series XI, the maturity amount at redemption along with the additional yield would be `1,296/- per NCD, `1,557/- per NCD and `2,537/- per NCD provided the NCDs issued under the Proposed Tranche 1 Issue are held by investors on the relevant record date for redemption of Series V, Series VIII and Series XI NCDs. 20
4 Investment Consideration 21
Benefits of Investment in Srei NCDs Return 9.50% p.a. for Series X (Unsecured NCD) which is of 10 Years tenor 9.00% p.a. for Series VII (Secured NCD) which is for 5 years tenor 8.75% p.a. for Series IV (Secured NCD) which is for 3 years tenor Additional coupon of 0.25% p.a. for Category III investors who are holder of NCD(s)/Bond(s) previously issued by our Company and Srei Equipment Finance Limited ( SEFL ), in past public issues of NCD and/or are equity shareholder(s) of our Company and/or are Senior Citizens and/or are Employees of Srei Group, on Deemed Date of Allotment. Security Exclusive Charge in favour of the Debenture Trustee on specific present and/or future receivable/assets and pari passu charge on an identified immovable property of our Company with an asset cover of 1.0 time of the total outstanding amount of the NCDs and interest thereon. No Security will be created for Unsecured NCDs. Liquidity NCDs are proposed to be listed on BSE and NSE (BSE is the Designated Stock Exchange) Trading will be in dematerialized form only Mode of Allotment The NCDs will be issued in physical as well as dematerialized form to Individual Investors only and in dematerialized form to other Categories of investors for Series IV, Series VII and Series X. Series I, Series II, Series III, Series V, Series VI, Series VIII, Series IX and Series XI would be allotted compulsorily in dematerialised form to all Categories of Investors. 22
Disclaimer: @The Tranche 1 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 Tranche 1 Issue may close on such earlier date or extended date as may be decided by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals. In the event of early closure or extension of the Tranche 1 Issue, our Company shall ensure that notice of the same will be 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 date of Issue Closure, as the case may be. On the On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchanges. For further details please refer to the General Information of the Tranche 1 Prospectus. ^Additional incentive of 0.25% p.a. for Category III investors who are existing holder of NCD(s)/Bond(s) previously issued by our Company and Srei Equipment Finance Limited ( SEFL ), in the past public issues of NCD and/ or are equity shareholder(s) of our Company and/or are Senior Citizens and/or are Employees of Srei Group, on Deemed Date of Allotment and provided the NCDs issued under the Tranche 1 Issue are held on the relevant Record Date for interest payment for Series III, Series IV, Series VI, Series VII,, Series IX and/or Series X NCDs (Secured or Unsecured) and relevant Record Date for redemption for Series V, Series VIII and/or Series XI NCDs (Secured or Unsecured NCDs).Additional incentive will not be applicable for series I and II applicant irrespective of any Category of Investors. Capitalized term used and not defined shall have the same meaning assigned to such terms in the Tranche 1 Prospectus and Shelf Prospectus both dated February 05, 2018. # Determined on the basis of date of application on the electronic bidding platform of Stock Exchanges. * For details terms and conditions please refer to Shelf Prospectus and Tranche 1 Prospectus both dated February 05, 2018 filed Registrar of Companies, West Bengal, BSE, NSE and SEBI. 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 Clause of SEBI: It is to be distinctly understood that submission of Offer Document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take the responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made or for the correctness of the statements made or opinions expressed in the Offer Document. The investors are advised to refer to the Offer Document for the full text of the Disclaimer Clause of SEBI. Disclaimer Clause of Issuer: Srei Infrastructure Finance Limited is, subject to market conditions and other considerations, proposing a Public Issue of Secured Redeemable Non-Convertible Debentures of Face Value of `1,000/- each (the Secured Debentures or the Secured NCDs ), amounting to `15,000 million and Unsecured Redeemable Non-Convertible Debentures of Face Value of `1,000/- each ( Unsecured Debenture or the Unsecured NCDs ) aggregating to `5,000 million, total amounting to `20,000 million( Shelf Limit ). This Tranche Issue is with a Base Issue Size of `2,000/- million with an option to retain oversubscription upto the Shelf Limit i.e. `20,000 million (Tranche 1 Issue) and is being offered by way of Tranche 1 Prospectus, which should be read together with the Shelf Prospectus dated February 05, 2018 (The Shelf 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 Tranche 1 Prospectus read with the Shelf Prospectus. Please see the section titled Risk Factors beginning on page 14 of the Shelf Prospectus for the risks in this regard. Availability of Prospectus: The Shelf Prospectus and Tranche 1 Prospectus, both dated February 05, 2018 will be available on the websites of the Issuer, Lead Managers, SEBI, BSE and NSE at www.srei.com, www.spacapital.com, www.srei.com, www.sebi.gov.in, www.bseindia.com, and www.nseindia.com respectively. Physical copies of the Shelf Prospectus and Tranche 1 Prospectus can be obtained from the Company s Registered Offices and Corporate offices, Offices of the Lead Managers, Lead Brokers, Trading Members and Designated Branches of the SCSBs. 23
Customer Contact Points Toll Free: 18004197734 (9am to 6pm, Monday Saturday) Mail us: connect@sreibonds.com Website: www.srei.com www.facebook.com/sreidebtcapitalmarket https://sreibonds.com/customer/login Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542; Corporate Office: 6A, Kiran Shankar Roy Road, Kolkata - 700 001 Corporate Identification No: L29219WB1985PLC055352 Company Secretary and Compliance Office: Mr. Sandeep Lakhotia Phone: +91 33 6160 4700, Toll Free no.:1800 419 7734, Email-id: ncdsrei@srei.com