48
Acknowledgement Slip for Lead Managers/ Co-Lead Managers / Lead Brokers / Sub-Brokers / Trading Members / SCSB(s) Application Form No. Application Form No. Name of Sole / First Applicant TEAR HERE Date, Stamp & Signature of Escrow Bank Cheque / DD/ASBA Bank A/c No. Dated Received from Mr./Ms./M/s. Telephone / Mobile Email Amount Paid (` in figures) Bank & Branch PAN DPID / CLID TEAR HERE Options/NCD Series I II III IV V VI VII Acknowledgement Slip for Applicant Date Stamp & Signature of Lead Managers/ Co-Lead Managers / Lead Brokers / Sub-Brokers / Trading Members / SCSB 6. PAYMENT DETAILS (Please tick (3) “any one of the mode of payment out of option A or B given below”) Amount Paid (` in figures) (` in words) TEAR HERE TEAR HERE PLEASE FILL IN BLOCK LETTERS LEAD MANAGERS / CO-LEAD MANAGER / LEAD BROKERS / SUB-BROKERS TRADING MEMBER’S / SCSB BRANCH’S STAMP (Acknowledging upload of Application in Stock Exchange(s) system) (Mandatory) 7D. SIGNATURE OF ASBA BANK ACCOUNT HOLDER(s) (AS PER BANK RECORDS) (For ASBA option ONLY) 1) I/We authorize the SCSB to do all acts as are necessary to make the Application in the Issue 2) 3) PAN Date : _______________________, SREI INFRASTRUCTURE FINANCE LIMITED Issue Price (`/NCD) 1,000 1,000 1,000 1,000 1,000 1,000 1,000 No. of NCD’s applied for Amount Payable (`) Grand Total (`) SREI INFRASTRUCTURE FINANCE LIMITED 7B. SIGNATURE OF SECOND APPLICANT PAN PAN Furnishing of PAN of the applicant is mandatory, including Minor’s PAN in case of Application by Minor, please refer page 11 of this Abridged Prospectus (Please write Sole/First Applicant’s Name, Phone No. and Application No. on the reverse side of Cheque/DD.) (B) ASBA Bank A/c No. ASBA A/c. Holder Name __________________________________________________ D D M M Y Y (A) CHEQUE/ DEMAND DRAFT (DD) to be drawn in favour of Cheque/DD No. Dated 7C. SIGNATURE OF THIRD APPLICANT 7A. SIGNATURE OF SOLE/FIRST APPLICANT Drawn on (Bank Name & Branch) (in case Applicant is different from ASBA A/c. Holder) Bank Name & Branch ____________________________________________________ APPLICATION FORM (FOR RESIDENT APPLICANTS) Application Form No. ISSUE OPENS ON : DECEMBER 30, 2013 ISSUE CLOSES ON* : JANUARY 31, 2014 # I/we hereby confirm that I/We have read and understood the terms and conditions of this Application Form and the attached Abridged Prospectus and agree to the ‘Applicant’s Undertaking’ as given overleaf. I/we hereby confirm that I/we have read the instructions for filling up the Application Form given overleaf. To, The Board of Directors, SREI INFRASTRUCTURE FINANCE LIMITED LEAD MANAGER / CO-LEAD MANAGER / LEAD BROKERS / TRADING MEMBER’S STAMP & CODE ESCROW BANK / SCSB BRANCH STAMP & CODE SUB- BROKER / AGENT STAMP & CODE BANK BRANCH SERIAL NO. REGISTRAR’S / SCSB SERIAL NO. 1. APPLICANT’S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to page 11 of this Abridged Prospectus) First Applicant (Mr./Ms./M/s.) 2. Investor Category (Please refer overleaf) Category I Category II Category III Sub- Category (Please see overleaf) COMMON APPLICATION FORM FOR ASBA/NON ASBA DATE OF RECEIPT SREI INFRASTRUCTURE FINANCE LIMITED Credit Rating: ‘CARE AA- (Double A Minus)’ (Outlook:Stable) by CARE / ‘BWR AA (BWR Double A)' by BRICKWORK NOMINATION (Please see page 14 of this Abridged Prospectus) Name of the Nominee : If Nominee is Minor, Guardian’s Name : Bank Details for payment of Refund / Interest / Maturity Amount(Mandatory) Bank Name : Branch : Account No.: IFSC Code : MICR Code: *For Early Closure or extension of the Issue refer to page 15 of this Abridged Prospectus 5. INVESTMENT DETAILS (For details, please refer Issue Structure overleaf) “SIFL - NCD IV Public Issue Escrow Account”. 4. IN CASE OF APPLICATION TO HOLD THE NCDS IN PHYSICAL FORM, PLEASE PROVIDE FOLLOWING DETAILS (Please enclose self attested copies of the KYC Documents along with the Application Form. For list of KYC documents, please refer overleaf) Date of Birth Name of Guardian (if Applicant is minor) (Mr./ Ms./M/s.) D D M M Y Y Y Y Address Pin Code (Compulsory) Tel. No/ Mobile Email Second Applicant (Mr./ Ms./M/s.) Third Applicant (Mr./ Ms./M/s.) Acknowledgement is subject to realisation of Cheque/DD/Availability of Funds in the ASBA account. Applications submitted without being uploaded on the terminals of the Stock Exchanges will be rejected. While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Lead Managers/ Co-Lead Managers / Lead Brokers / Sub-Brokers / Trading Members / SCSB matches with the date stamp on the Acknowledgement Slip PUBLIC ISSUE OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH VIDE PROSPECTUS DATED DECEMBER 23, 2013 (THE ‘PROSPECTUS’) NSDL / CDSL 3. IN CASE OF APPLICATION IN DEMATERIALISED FORM, PLEASE PROVIDE APPLICANT’S DEPOSITORY DETAILS (Please refer to page 13 of this Abridged Prospectus) For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID All future communication in connection with this application should be addressed to the Registrar to the Issue. For details, pleaser refer overleaf. PUBLIC ISSUE OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH VIDE PROSPECTUS DATED DECEMBER 23, 2013 (THE ‘PROSPECTUS’) Cheque/DD/ASBA Bank A/c No. Drawn on (Name of Bank & Branch) Dated Institutional Category Investor(s) can subscribe to Series I, Series III & Series V NCDs,Non Institutional and Individual Category Investor(s) can subscribe to Series I, Series II, Series III, Series IV, Series V, Series VI & Series VII NCDs. ** Subject to applicable tax deducted at source, if any. *** Our Company shall allocate and allot Series III NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series or have applied for wrong Series. #Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. Series I II III*** IV V VI # VII Frequency of Interest Payment Annually Cumulative Annually Cumulative Annually Monthly Annually Category of investor who can apply I,II,III II,III I,II,III II,III I, II, III II,III II,III Minimum Application ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) In Multiples of ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) Face Value of NCDs ( ` / NCD) 1,000 1,000 1,000 1,000 1,000 1,000 1,000 Issue Price (` / NCD) 1,000 1,000 1,000 1,000 1,000 1,000 1,000 Tenor from Deemed Date of Allotment 2 years 2 years 3 years 3 years 5 years 5 years 5 years Coupon (%) for Institutional Investor(s) 11.00% N.A. 11.25% N.A. 11.50% N.A. N.A. Coupon (%) for Non-Institutional Investor(s) 11.00% N.A. 11.25% N.A. 11.50% 10.94% Year 1: 12.00%Year 2: 11.50%Year 3:11.50%Year 4: 11.25%Year 5: 11.25% Coupon (%) for Individual Category 11.25% N.A. 11.50% N.A. 11.75% 11.16% Year 1: 12.50%Year 2: 12.00%Year 3: 11.50%Year 4: 11.25%Year 5: 11.25% Effective Yield (per annum) for Institutional Investor(s) 11.00% N.A. 11.25% N.A. 11.50% N.A. N.A. Effective Yield (per annum) for Non-Institutional Investor(s) 11.00% 11.00% 11.25% 11.24% 11.50% 11.51% 11.53% Effective Yield (per annum) for Individual Category 11.25% 11.27% 11.50% 11.51% 11.75% 11.75% 11.77% No. of NCDs Applied Amount payable ( `) (No. of NCDs applied X ` 1000/-) Grand Total ( `) # The Issue shall remain open for subscription 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/ 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 on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be.

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Acknowledgement Slip for Lead Managers/Co-Lead Managers / Lead Brokers /

Sub-Brokers / Trading Members / SCSB(s)

ApplicationForm No.

ApplicationForm No.

Name of Sole / First Applicant

TEAR HERE

Date, Stamp & Signature of Escrow Bank

Cheque / DD/ASBA Bank A/c No. Dated

Received from Mr./Ms./M/s.

Telephone / Mobile Email

Amount Paid (` in figures) Bank & Branch

PANDPID

/CLID

TEAR HERE

Options/NCD Series I II III IV V VI VII

Acknowledgement Slip for Applicant

Date Stamp & Signature of Lead Managers/Co-Lead Managers / Lead Brokers /

Sub-Brokers / Trading Members / SCSB

6. PAYMENT DETAILS (Please tick (�) “any one of the mode of payment out of option A or B given below”)

Amount Paid (` in figures) (` in words)

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LEAD MANAGERS / CO-LEAD MANAGER /LEAD BROKERS / SUB-BROKERS

TRADING MEMBER’S /SCSB BRANCH’S STAMP

(Acknowledg ing up load o f Appl ica t ionin Stock Exchange(s) system) (Mandatory)

7D. SIGNATURE OF ASBA BANK ACCOUNT HOLDER(s)(AS PER BANK RECORDS) (For ASBA option ONLY)

1)

I/We authorize the SCSB to do all acts as arenecessary to make the Application in the Issue

2)

3)

PAN

Date : _______________________,

SR

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INF

RA

ST

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UR

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IMIT

ED Issue Price (`/NCD) 1,000 1,000 1,000 1,000 1,000 1,000 1,000

No. of NCD’s applied for

Amount Payable (`)

Grand Total (`)

SREI INFRASTRUCTURE FINANCE LIMITED

7B. SIGNATURE OFSECOND APPLICANT

PAN PAN

Furnishing of PAN of the applicant is mandatory, including Minor ’s PAN in caseof Application by Minor, please refer page 11 of this Abridged Prospectus

(Please write Sole/First Applicant’s Name, Phone No. and Application No. on the reverse side of Cheque/DD.)

(B) ASBABank A/c No.ASBA A/c. Holder Name __________________________________________________D D M M Y Y

(A) CHEQUE/ DEMAND DRAFT (DD) to be drawn in favour of

Cheque/DD No. Dated

7C. SIGNATURE OFTHIRD APPLICANT

7A. SIGNATURE OFSOLE/FIRST APPLICANT

Drawn on (Bank Name & Branch)(in case Applicant is different from ASBA A/c. Holder)

Bank Name & Branch ____________________________________________________

APPLICATION FORM

(FOR RESIDENT APPLICANTS)

ApplicationForm No.

ISSUE OPENS ON : DECEMBER 30, 2013ISSUE CLOSES ON* : JANUARY 31, 2014#

I/we hereby confirm that I/We have read and understood the terms and conditions of this Application Form and the attached Abridged Prospectus and agree to the ‘Applicant’s Undertaking’ as given overleaf. I/we herebyconfirm that I/we have read the instructions for filling up the Application Form given overleaf.

To, The Board of Directors,

SREI INFRASTRUCTURE FINANCE LIMITED

LEAD MANAGER / CO-LEAD MANAGER / LEAD

BROKERS / TRADING MEMBER’S STAMP & CODE

ESCROW BANK / SCSB BRANCH

STAMP & CODE

SUB- BROKER / AGENTSTAMP & CODE

BANK BRANCH

SERIAL NO.REGISTRAR’S / SCSB

SERIAL NO.

1. APPLICANT’S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to page 11 of this Abridged Prospectus)

First Applicant (Mr./Ms./M/s.)

2. Investor Category (Please refer overleaf) Category I Category II Category III Sub- Category (Please see overleaf)

COMMON APPLICATION FORM

FOR ASBA/NON ASBA

DATE OF

RECEIPT

SREI INFRASTRUCTURE FINANCE LIMITEDCredit Rating: ‘CARE AA- (Double A Minus)’ (Outlook:Stable) by CARE / ‘BWR AA (BWR Double A)' by BRICKWORK

NOMINATION (Please see page 14 of this Abridged Prospectus)Name of the Nominee : If Nominee is Minor, Guardian’s Name :

Bank Details for payment of Refund / Interest / Maturity Amount(Mandatory)Bank Name : Branch : Account No.: IFSC Code : MICR Code:

*For Early Closure or extension of the Issue refer to page 15 of this Abridged Prospectus

5. INVESTMENT DETAILS (For details, please refer Issue Structure overleaf)

“SIFL - NCD IV Public Issue Escrow Account”.

4. IN CASE OF APPLICATION TO HOLD THE NCDS IN PHYSICAL FORM, PLEASE PROVIDE FOLLOWING DETAILS(Please enclose self attested copies of the KYC Documents along with the Application Form. For list of KYC documents, please refer overleaf)

Date of Birth Name of Guardian (if Applicant is minor) (Mr./ Ms./M/s.)D D M M Y Y Y Y

Address

Pin Code (Compulsory) Tel. No/ Mobile Email

Second Applicant (Mr./ Ms./M/s.)Third Applicant (Mr./ Ms./M/s.)

Acknowledgement is subject to realisation of Cheque/DD/Availabilityof Funds in the ASBA account. Applications submitted without beinguploaded on the terminals of the Stock Exchanges will be rejected.

While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Lead Managers/Co-Lead Managers / Lead Brokers / Sub-Brokers / Trading Members / SCSB matches with the date stamp on the Acknowledgement Slip

PUBLIC ISSUE OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH VIDE PROSPECTUS DATED DECEMBER 23, 2013 (THE ‘PROSPECTUS’)

NSDL / CDSL

3. IN CASE OF APPLICATION IN DEMATERIALISED FORM, PLEASE PROVIDE APPLICANT’S DEPOSITORY DETAILS(Please refer to page 13 of this Abridged Prospectus) For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID

All future communicat ion in connect ion with th is appl icat ion should beaddressed to the Registrar to the Issue. For detai ls, p leaser refer over leaf.

PUBLIC ISSUE OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH VIDE PROSPECTUS DATED DECEMBER 23, 2013 (THE ‘PROSPECTUS’)

C h e q u e / D D / A S B A B a n k A / c N o .Drawn on (Name of B a n k & B r a n c h )

Dated

Institutional Category Investor(s) can subscribe to Series I, Series III & Series V NCDs,Non Institutional and Individual Category Investor(s) can subscribe to Series I, Series II, Series III, Series IV, Series V, Series VI & Series VII NCDs. ** Subject to applicable tax deducted at source, ifany. *** Our Company shall allocate and allot Series III NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series or have applied for wrong Series. #Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors.

Ser ies I II III*** IV V VI# VIIFrequency of Interest Payment A n n u a l l y Cumula t i ve A n n u a l l y Cumula t i ve A n n u a l l y M o n t h l y A n n u a l l yCategory of investor who can apply I,II,III II,III I,II,III II,III I, II, III II,III II,IIIMinimum Appl icat ion ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs) ` 10000/- (10 NCDs)In Mult iples of ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD) ` 1000/- (1 NCD)Face Value of NCDs (` / NCD) 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0Issue Price (` / NCD) 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0 1 , 0 0 0Tenor from Deemed Date of Al lotment 2 years 2 years 3 years 3 years 5 years 5 years 5 yearsCoupon (%) for Inst i tut ional Investor(s) 1 1 . 0 0 % N.A. 1 1 . 2 5 % N.A. 1 1 . 5 0 % N.A. N.A.Coupon (%) for Non-Inst i tut ional Investor(s) 1 1 . 0 0 % N.A. 1 1 . 2 5 % N.A. 1 1 . 5 0 % 1 0 . 9 4 % Year 1: 12.00%Year 2: 11.50%Year 3:11.50%Year 4: 11.25%Year 5: 11.25%Coupon (%) for Individual Category 1 1 . 2 5 % N.A. 1 1 . 5 0 % N.A. 1 1 . 7 5 % 1 1 . 1 6 % Year 1: 12.50%Year 2: 12.00%Year 3: 11.50%Year 4: 11.25%Year 5: 11.25%Effect ive Yield (per annum) for Inst i tut ional Investor(s) 1 1 . 0 0 % N.A. 1 1 . 2 5 % N.A. 1 1 . 5 0 % N.A. N.A.Effect ive Yield (per annum) for Non-Inst i tut ional Investor(s) 1 1 . 0 0 % 1 1 . 0 0 % 1 1 . 2 5 % 1 1 . 2 4 % 1 1 . 5 0 % 1 1 . 5 1 % 1 1 . 5 3 %Effect ive Yield (per annum) for Individual Category 1 1 . 2 5 % 1 1 . 2 7 % 1 1 . 5 0 % 1 1 . 5 1 % 1 1 . 7 5 % 1 1 . 7 5 % 1 1 . 7 7 %No. of NCDs Appl iedAmount payable (`) (No. of NCDs appl ied X ` 1000/-)Grand Total (` )

#The Issue shall remain open for subscription 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/ 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 on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be.

I /We hereby agree and confirm that:1. I/We have read, understood and agreed to the contents and terms and conditions of the Prospectus dated December 23, 2013 (the ‘Prospectus’) and Abridged Prospectus dated December 23, 2013.2. I/We hereby apply for allotment of the NCDs to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the NCDs applied for or such lesser number as may be Allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to Axis Trustee Services Limited, (the Debenture Trustee) to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said NCDs as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of NCDs which may be held by me/us under applicable statutory and/or regulatory requirements.7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the

Prospectus.8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for.9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Managers/

Co-Lead Managers/ Lead Brokers/Sub Brokers/Trading Members (“in syndicate ASBA application location”) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified ASBA Account is insufficient as per the Application, the SCSB shall reject the Application.

10. Additional Undertaking in case the Applicant wishes to hold the NCDs in physical form: 1. In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the NCDs in physical form. 2. I/We confirm that the Information provided in this form is true and correct and I/We enclose herewith self attested

copies of the KYC Documents. 3. I/We confirm that we do not hold any Demat Account.

APPLICANT’S UNDERTAKING

2

TEAR HERE In case of queries related to allotment/ credit of Allotted NCDs/Refund, the Applicants should contact Registrar

to the Issue. In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. In case of queries related to upload of ASBA Applications submitted to the Lead Managers/ Co-Lead

Managers / Lead Brokers / Sub-Brokers / Trading Members should contact the relevant Lead Managers/ Co-Lead Managers / Lead Brokers / Sub-Brokers / Trading Members

The grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to NSE/BSE.

COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILSSREI INFRASTRUCTURE FINANCE LIMITED

Registered Office: ‘‘Vishwakarma’, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542, Website: www.srei.com, Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Vice President, Srei Infrastructure Finance Limited, ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046 Phone: +91 33 6160 7734, Fax: +91 33 2285 8501, Email-id: [email protected]

KARVY COMPUTERSHARE PRIVATE LIMITEDPlot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, Toll Free No.1-800-3454001, Tel: +91 40 4465 5000, Fax: +91 40 2343 1551, Investor Grievance Email: [email protected], Website: www.karisma.karvy.com, Compliance Officer: Mr Rakesh Santalia,Contact Person: Mr M. Murali KrishnaSEBI Registration No.: INR000000221

INVESTOR CATEGORIES:

ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORMOnly Category III Investors can apply for allotment of NCDs in the physical form. However Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors.KYC Documents: (To be submitted only for holding NCDs in Physical Form) Self-attested copies of the following documents are required to be submitted by the Applicants as KYC Documents: a. Proof of identification (for individuals); Any of the following documents shall be considered as a verifiable proof of identification: Passport; Voter’s ID; Driving Licence; Government ID Card; Defence ID Card; Photo PAN Card; Photo Ration Card.b. Proof of the PAN card;c. Proof of residence; Any of the following documents shall be considered as a verifiable proof of residence: ration card issued by the GoI; valid driving license issued by any transport authority of the Republic of India; electricity bill (not older than three months); landline telephone bill (not older than three months); valid passport issued by the GoI; AADHAR Card / Letter issued by Unique Identification Authority of India (“UIDAI”); voter’s Identity Card issued by the GoI; passbook or latest bank statement issued by a bank operating in India; registered leave and license agreement or registered agreement for sale or rent agreement or flat maintenance bill; self-attested copy of Registered Office address in case of Applicants under Category I or Category II; or life insurance policy.

d. Proof of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest, as applicable, should be credited.“For further details pertaining to KYC Documents, please refer to page 9 of this Abridged Prospectus.”

ISSUE STRUCTURE

SREI INFRASTRUCTURE FINANCE LIMITED

Series I II III*** IV V VI# VIIFrequency of Interest Payment Annually Cumulative Annually Cumulative Annually Monthly AnnuallyCategory of investor who can apply I,II,III II,III I,II,III II,III I, II, III II,III II,III

Minimum Application` 10000/- (10 NCDs)

` 10000/- (10 NCDs)

` 10000/- (10 NCDs)

` 10000/- (10 NCDs)

` 10000/- (10 NCDs)

` 10000/- (10 NCDs)

` 10000/- (10 NCDs)

In Multiples of` 1000/- (1 NCD)

` 1000/- (1 NCD)

` 1000/- (1 NCD)

` 1000/- (1 NCD)

` 1000/- (1 NCD)

` 1000/- (1 NCD)

` 1000/- (1 NCD)

Face Value of NCDs (` / NCD) 1,000 1,000 1,000 1,000 1,000 1,000 1,000Issue Price (` / NCD) 1,000 1,000 1,000 1,000 1,000 1,000 1,000Tenor from Deemed Date of Allotment 2 years 2 years 3 years 3 years 5 years 5 years 5 yearsCoupon (%) for Institutional Investor(s) 11.00% N.A. 11.25% N.A. 11.50% N.A. N.A.

Coupon (%) for Non- Institutional Investor(s)11.00%

N.A.11.25%

N.A.11.50% 10.94% Year 1: 12.00% Year 2: 11.50% Year 3:11.50%

Year 4: 11.25% Year 5: 11.25%

Coupon (%) for Individual Category11.25%

N.A.11.50%

N.A.11.75% 11.16% Year 1: 12.50% Year 2: 12.00% Year 3: 11.50%

Year 4: 11.25% Year 5: 11.25%Effective Yield (per annum) for Institutional Investor(s) 11.00% N.A. 11.25% N.A. 11.50% N.A. N.A.Effective Yield (per annum) for Non- Institutional Investor(s) 11.00% 11.00% 11.25% 11.24% 11.50% 11.51% 11.53%Effective Yield (per annum) for Individual Category 11.25% 11.27% 11.50% 11.51% 11.75% 11.75% 11.77%Mode of Payment /Settlement Through various modes.Amount (` / NCD) on Maturity for Institutional Investor(s)** 1,000/- N.A. 1,000/- N.A. 1,000/- 1,000/- 1,000/-Amount (` / NCD) on Maturity for Non-Institutional Investor(s)** 1,000/- 1,232/- 1,000/- 1,377/- 1,000/- 1,000/- 1,000/-Amount (` / NCD) on Maturity for Individual Investor(s)** 1,000/- 1,238/- 1,000/- 1,387/- 1,000/- 1,000/- 1,000/-Maturity Date (from Deemed Date of Allotment) 2 years 2 years 3 years 3 years 5 years 5 years 5 yearsNature of Indebtedness Secured & Non-Convertible.

Mode of Issue Public Issue

Coupon Type Fixed Coupon Rates

Put Option/Call Option N.A.Institutional Category Investor(s) can subscribe to Series I, Series III & Series V NCDs,Non Institutional and Individual Category Investor(s) can subscribe to Series I, Series II, Series III, Series IV, Series V, Series VI & Series VII NCDs.** Subject to applicable tax deducted at source, if any.*** Our Company shall allocate and allot Series III NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series or have applied for wrong Series.#Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors.Investors in the proposed NCD who fall under Individual Category and who are holder of NCD(s)/Bond(s) previously issued by the Company in past public issues and/ or are equity shareholder(s) of SREI Infrastructure Finance Limited / Company on the Deemed Date Of Allotment, shall be eligible for additional coupon of 0.25 % p.a. provided the proposed NCDs are held by the investors on the relevant record date applicable for payment of respective coupon in respect of Series I, III, V, VI and VII and are NCD holders on the record date for redemption of NCD in case of series II and IV.For further information please refer to page 37 of the ProspectusFor Basis of Allotment details, please refer page 16 of this Abridged Prospectus.The details of the collection centers of the Escrow Collection Banks shall be available on the website of BSE at www.bseindia.com and NSE at www.nseindia.comFor Grounds for Technical Rejection, please refer page 21 of this Abridged Prospectus.

Category I (Institutional Category) (Can apply only for Series I, Series III and Series V NCDs) Sub Category Code

Category II (Non-Institutional Category) (Can apply for all Series) Sub Category Code

Category III (Individual Category) (Can apply for all Series) Sub Category Code

Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorized to invest in the NCDs

11 Companies, bodies corporate and societies registered under the applicable laws in India and authorized to invest in the NCDs

21 Resident Indian individuals 31

Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorized to invest in the NCDs

12 Public/private charitable/religious trusts which are authorized to invest in the NCDs 22 Hindu Undivided Families through the Karta 32

Venture Capital funds and / or Alternative Investment Funds registered with SEBI 13 Scientific and/or industrial research organizations, which are authorized to invest in the NCDs

23

Insurance Companies registered with the IRDA 14 Partnership firms in the name of the partners 24

National Investment Fund 15 Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)

25

State Industrial Development Corporations 16 Any other incorporated and/ or unincorporated body of persons 26

Mutual Funds 17

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

3SREI INFRASTRUCTURE FINANCE LIMITED

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES

GENERAL RISKInvestors are advised to read the section titled “Risk Factors” carefully before taking an investment decision in this Issue. For the purposes of taking an investment decision, investors must rely on their own examination of the Issuer and of the Issue, including the risks involved. Specific attention of the investors is invited to the section titled “Risk Factors” starting on page no. 12 of the Prospectus before making an investment in this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in the Prospectus is true and correct in all material aspects 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 the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATINGSThe NCDs have been rated ‘CARE AA- (Double A Minus)’ (Outlook:Stable) by Credit Analysis &Research Limited (“CARE”) pursuant to letter dated February 26, 2013 and revalidated by letter dated December 23, 2013 and ‘BWR AA (BWR Double A)’ by Brickwork Ratings India Private Limited (“BRICKWORK”) pursuant to letter dated November 4, 2011 and revalidated by letter dated December 23, 2013. Instruments with a rating of ‘CARE AA- (Double A Minus)’ by CARE and ‘BWR AA (BWR Double A)’ by BRICKWORK are considered to have high degree of safety regarding timely servicing of financial obligations. The rating provided by CARE and BRICKWORK may be suspended, withdrawn or revised at any time by the assigning rating agency on the basis of new information etc., and should be evaluated independently of any other rating. The rating is not a recommendation to buy, sell or hold securities and investors should take their own investment decisions. Please refer to the Annexure of the Prospectus for the rationale of the above ratings.

PUBLIC COMMENTSThe Draft Prospectus dated December 7, 2013 was filed with BSE Limited (“BSE”)and The National Stock Exchange of India Limited (“NSE”) (together “Stock Exchanges”) pursuant to the provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days till December 18, 2013.

LISTINGThe NCDs offered through the Prospectus are proposed to be listed on BSE and NSE. Our Company has applied to BSE and NSE for ‘in-principle’ approval for the Issue and BSE and NSE have granted its in-principle approval vide letters bearing DCS/SP/PI-Bond/13/13-14 dated December 18, 2013 and NSE/LIST/225001-H dated December 18, 2013, respectively. For the purposes of this Issue, BSE shall be the Designated Stock Exchange.

ISSUE PROGRAMME

ISSUE OPENS ON: DECEMBER 30, 2013 ISSUE CLOSES ON: JANUARY 31, 2014#

# The Issue shall remain open for subscription 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/ 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 on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be..Axis Trustee Services Limited has by its letter dated November 22, 2013 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.A copy of the Prospectus shall be filed with the Registrar of Companies, Kolkata, West Bengal (“RoC”)in terms of section 56 and section 60 of the Act and corresponding provisions of the CompaniesAct, 2013, to the extent notified and in force (“Companies Act 2013”), along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page no. 192 of the Prospectus.

SREI INFRASTRUCTURE FINANCE LIMITED(Srei Infrastructure Finance Limited (the “Company”), with CIN L29219WB1985PLC055352, incorporated in the Republic of India with limited liability under the Companies Act, 1956, as amended (the “Companies Act”) and registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934)

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, West Bengal, India; Tel: +91 33 6499 0230 / 6499 0243; Fax: +91 33 2262 3220; Website: www.srei.com

Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Vice President, Srei Infrastructure Finance Limited, ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046. Phone: +91 33 6160 7734, Fax: +91 33 2285 8501, Email-id: [email protected]

PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE “COMPANY” OR THE “ISSUER”) OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH (THE “DEBENTURES” OR THE “NCDS”), FOR AN AMOUNT UP TO ` 1,000 MILLION (HEREINAFTER REFERRED TO AS THE “ISSUE”. )The Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (the “Debt Regulations”).

Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

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4 SREI INFRASTRUCTURE FINANCE LIMITED

Lead Managers

ICICI Securities LimitedICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020, Maharashtra, IndiaTel : +91 22 2288 2460; Fax : +91 22 2282 6580E-mail : [email protected] Grievance Email: [email protected] : www.icicisecurities.comContact Person: Mr Sumit Agarwal / Ms Neha VermaCompliance Officer : Mr Subir SahaSEBI Registration No: INM000011179

A.K. Capital Services Limited30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point, Mumbai 400021Tel: +91 22 6754 6500/ 6634 9300; Fax: +91 22 6610 0594Email: [email protected] Grievance Email: [email protected]: www.akcapindia.comContact Person: Mr Lokesh Singhi/Ms Akshata TambeCompliance Officer: Mr Vikas AgarwalSEBI Registration No.: INM000010411

Darashaw & Company Private Limited3 Rajesh Mansion, Dinshaw Vaccha Road, Mumbai 400 020Tel: +91 22 4302 2222; Fax: +91 22 2204 0031/40Email: [email protected] Grievance Email: [email protected]: www. darashaw.comContact Person: Mr Rishi BhasinCompliance Officer: Ms Bina ShahSEBI Registration No.: INM000010676

Srei Capital Markets Limited*‘Vishwakarma’, 86C, Topsia Road (South), Kolkata – 700 046West Bengal, IndiaTel: +91 33 6602 3845; Fax: +91 33 2285 7542Email: [email protected]; Investor Grievance E mail: [email protected]: www.srei.comContact Person: Mr Manoj AgarwalCompliance Officer: Mr Manoj AgarwalSEBI Registration No.: INM000003762*Srei Capital Markets Limited, which is a wholly owned subsidiary of the Company, shall only be involved in marketing of the Issue.

Co-Lead Managers to the IssueKarvy Investor Services Limited Hallmark Business Plaza, 7th Floor, Sant Dynaneshwar Marg, Opp: Gurunank Hospital, Bandra - East, Mumbai – 400 051, Maharashtra, IndiaTel: +91 22 6149 1500; Fax: +91 22 6149 1515Email: [email protected] Grievance E mail: [email protected], [email protected]: www.karvy.com Contact Person: Mr Sumit SinghCompliance Officer : Mr V Madhusudhan RaoSEBI Registration No.: INM000008365Integrated Enterprises (India) Limited5A, 5th Floor, Kences Towers, No.1 Ramakrishna Street, T Nagar, Chennai 600017Tel :+91 44 2814 3045; Fax :+91 44 2814 4826E-mail : [email protected] Grievance E-mail ID: [email protected]: www. integratedindia.inContact person: Mr V Krishnan; Compliance Officer: Mr Suresh Babu KSEBI Registration No: INM000002640

RR Investors Capital Services Private Limited47, MM, Road Rani Jhansi Marg, Jhandelwalan, New Delhi- 110055, IndiaTel :+91 11 2363 6362 - 63; Fax :+91 11 2363 6746E-mail : [email protected] Grievance E-mail ID: [email protected]: www.rrfcl.com / www.rrfinance.comContact person: Mr Anurag AwasthiCompliance Officer: Mr Ravi Kant GoyalSEBI Registration No: INM000007508SMC Capitals Limited302-303, Enterprise Centre, Near Orchid Hotel, Nehru Road, Vile Parle (East), Mumbai-400099Telephone number: +91 22 66481818; Fax number: +91 22 66481850E-mail: [email protected] Grievance E-mail ID: [email protected]: www.smccapitals.com Compliance Officer: Mr Sanjeev BarnwalContact person: Mr Sanjeev BarnwalSEBI Registration No.: INM000011427****SEBI Registration is valid till December 30, 2013. The application dated September25, 2013 with SEBI for grant of permanent registration is in process.Bajaj Capital LimitedUnit No.941, Building No. 9, 4th Floor, Solitaire Corporate Park, Andheri Kurla Road, Chakala Andheri (East), , Mumbai – 400 093Telephone No.: +91 22 4009 9999; Fax: +91 22 4009 9911Email: [email protected] Grievance E-mail ID: [email protected]: www.bajajcapital.com Compliance officer: Mr P. JanardhanContact person: Sumit DudaniSEBI Reg. No. INM000010544

Lead Brokers to the IssueA K Stockmart Private Limited, AUM Capital Market Private Limited, Axis Capital Limited, Edelweiss Broking Limited, HDFC Securities Limited, ICICI Securities Limited, IDBI Capital Market Services Limited, India Infoline Limited, Integrated Enterprises (India) Limited, JM Financial Services Private Limited, Just Trade Securities Limited (Formerly known as Bajaj Capital Investor Services Ltd), Karvy Stock Broking Limited, Kotak Securities Limited, NJ India Invest Private Limited, RR Equity Brokers Private Limited, SMC Global Securities Ltd, SPA Securities Limited, Tipsons Stock Brokers Private Limited

Registrar to the Issue

Karvy Computershare Private LimitedPlot No. 17 to 24, Vithalrao Nagar; Madhapur, Hyderabad 500 081Toll Free No.1-800-3454001Tel: +91 40 4465 5000; Facsimile: +91 40 2343 1551Investor Grievance Email: [email protected]; Website: www.karisma.karvy.comCompliance Officer: Mr Rakesh SantaliaContact Person: Mr M. Murali KrishnaSEBI Registration No.: INR000000221

Debenture TrusteeAxis Trustee Services LimitedAxis House, 2nd Floor; Bombay Dyeing Mills CompoundPandurang Budhkar Marg, Mumbai 400 025Tel: +91 22 2425 5206; Fax: +91 22 2425 4200Email: [email protected] Grievance Email : [email protected]: www.axistrustee.comContact Person: Mr Neelesh Baheti, Chief Operating OfficerCompliance Officer: Mr D J BoraSEBI Registration No.: IND000000494Axis Trustee Services Limited by its letter dated November 22, 2013 has given its consent to act as Debenture Trustee to the proposed Issue and for its name to be included in the Prospectus and in all subsequent periodical communications sent to the holders of the NCDs issued pursuant to this Issue.

Compliance Officer to the IssueName : Mr Samir Kumar KejriwalAddress : ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734; Fax : +91 33 2285 8501; E-Mail : [email protected]

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5SREI INFRASTRUCTURE FINANCE LIMITED

DISCLAIMER

Compliance Officer of the IssuerName : Mr Sandeep LakhotiaDesignation : Company SecretaryAddress : ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734; Fax : +91 33 2285 8501E-Mail : [email protected]

Chief Financial Officer of the IssuerName : Mr Anil AgrawalAddress : ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734, Fax : +91 33 2285 8501E-Mail : [email protected]

Statutory AuditorsHaribhakti & Co., Chartered AccountantsUsha Kiran Building, Flat No. 4A, 4th Floor, 12A, Camac Street, Kolkata – 700 017Tel: (+91 33) 3201 6298; Fax: (+91 33) 22264140, Website: www.dhc.co.in

Legal Advisor to the IssueKhaitan & Co LLPEmerald House, 1B Old Post Office Street, Kolkata 700 001Tel: (+91 33)2248 7000; Fax: (+91 33) 2248 7656,E-mail: [email protected]

Escrow Collection Banks / Bankers to the IssueAxis Bank Limited, Kolkata Main Branch,7, Shakespeare Sarani, Kolkata - 700071, India, Tel: +91 33 2282 2685, Fax: +91 33 2282 7611, Contact Person: MrDebankan Das Gupta, Website: www.axisbank.com, SEBI Reg. No. : INBI00000017; HDFC Bank Ltd., Lodha, I- Think Techno Campus, Office floor 3rd Opp. : Crompton Greaves Ltd., Next to Kanjurmarg Railway Station, Kanjurmarg EastMumbai - 400 042, India, Tel: +91 22 3075 2927, Fax: +91 22 2579 9801/809, Contact Person: MrUday Dixit, Website:www.hdfcbank.com, SEBI Reg. No. : INBI00000063; ICICI Bank Limited, Capital Market Division, 1st Floor, 122Mistry Bhavan, DinshawVachha Road, Backbay Reclamation Churchgate, Mumbai - 400 020, India, Tel: +91 22 2285 9905, Fax: +91 22 2261 1138, Contact Person: Mr Anil Gadoo, Website:www.icicibank.com, SEBI Reg. No. : INBI00000004

Refund BankICICI Bank Limited, Capital Market Division, 1st Floor, 122 Mistry BhavanDinshawVachha Road, Backbay Reclamation, Churchgate. Mumbai - 400 020, India, Tel: +91 22 2285 9905, Fax: +91 22 2261 1138, Contact Person: Mr Anil Gadoo, Website: www.icicibank.com, SEBI Reg. No. : INBI00000004

Credit Rating AgenciesCredit Analysis and Research Limited;3rd Floor, Prasad Chambers (Shagun Mall Building), 10A, Shakespeare Sarani, Kolkata 700 071Tel: (+91 33) 4018 1600 / 1601 / 1602, Fax: (+91 33) 4018 1603E-mail: [email protected] Ratings India Private Limited3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara,Bannerghatta Road, Bengaluru 560076Tel: (+91 80) 4040 9940; Fax: (+91 80) 4040 9941E-mail: [email protected]

Self-Certified Syndicate BanksThe banks which are registered with SEBI under 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

PARTICIPATION OF ANY OF THE AFOREMENTIONED CATEGORIES OF PERSONS OR ENTITIES IS SUBJECT TO THE APPLICABLE STATUTORY AND/OR REGULATORY REQUIREMENTS IN CONNECTION WITH THE SUBSCRIPTION TO NCDS BY SUCH CATEGORIES OF PERSONS OR ENTITIES.APPLICANTS ARE ADVISED TO ENSURE THAT THE NCDS APPLIED FOR DOES NOT EXCEED THE ISSUE SIZE AND/ OR INVESTMENT LIMIT OR MAXIMUM NUMBER OF NCDS THAT CAN BE HELD UNDER THE APPLICABLE LAWS OR REGULATIONS OR MAXIMUM AMOUNT PERMISSIBLE UNDER THE APPLICABLE REGULATIONS. APPLICANTS ARE ADVISED TO ENSURE THAT THEY HAVE OBTAINED THE NECESSARY STATUTORY AND/OR REGULATORY PERMISSIONS/CONSENTS/APPROVALS IN CONNECTION WITH APPLYING FOR, SUBSCRIBING TO, OR SEEKING ALLOTMENT OF NCDS PURSUANT TO THE ISSUE.APPLICANTS ARE ADVISED TO READ THE PROSPECTUS DATED DECEMBER 23, 2013 (“PROSPECTUS”) FILED WITH REGISTRAR OF COMPANIES, WEST BENGAL AND THE GENERAL INSTRUCTIONS CONTAINED IN THIS APPLICATION FORM CAREFULLY AND TO SATISFY THEMSELVES OF THE DISCLOSURES BEFORE MAKING AN APPLICATION FOR SUBSCRIPTION. UNLESS OTHERWISE SPECIFIED, ALL THE TERMS USED IN THIS APPLICATION FORM HAVE THE SAME MEANING AS IN THE PROSPECTUS. FOR A COPY OF THE PROSPECTUS, THE APPLICANT MAY REQUEST US AND/OR THE LEAD MANAGERS OR CO-LEAD MANAGERS. FURTHER INVESTORS ARE ADVISED TO RETAIN THE COPY OF THE PROSPECTUS/ABRIDGED PROSPECTUS FOR THEIR FUTURE REFERENCE. PLEASE FILL IN THE FORM IN ENGLISH USING BLOCK LETTERS.INVESTORS SHOULD CAREFULLY CHOOSE THE SERIES OF NCDS THEY WISH TO APPLY FOR. PLEASE REFER TO ‘TERMS OF THE ISSUE’ON PAGE 13 OF THIS ABRIDGED PROSPECTUS. FOR DISCLAIMER CLAUSE OF BSE LIMITED, NATIONAL STOCK EXCHANGE OF INDIA LIMITED AND RESERVE BANK OF INDIA PLEASE REFER TO PAGE 36 OF THIS ABRIDGED PROSPECTUS.“The information below is given for the benefit of the investors. Our Company and/or the Lead Managers and/or the Co-Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus.”

TABLE OF CONTENTS PAGE NO.

OBJECTS OF THE ISSUE 6

ISSUE PROCEDURE 6

PROCEDURE OF APPLICATION 6

INTEREST AND PAYMENT OF INTEREST 18

DETAILS PERTAINING TO THE COMPANY 23

LEGAL AND OTHER INFORMATION 35

RISK FACTORS 37

DECLARATION 39

CENTER FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS 40

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBs) UNDER THE ASBA PROCESS 48

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6 SREI INFRASTRUCTURE FINANCE LIMITED

the online payment gateways to be offered by Stock Exchanges and accordingly is subject to any further clarifications, notification, modification, direction, instructions and/or correspondence that may be issued by the Stock Exchanges and/or SEBI.Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI,which amends the provisions of the Debt Application Circular to the extent that it provides for allotment in public issues ofdebt securities to be made on the basis of date of upload of each application into the electronic book of the StockExchanges, as opposed to the date and time of upload of each such application. In the event of, and on the dateof oversubscription, however, allotments in public issues of debt securities is to be made on a proportionatebasis.PLEASE NOTE THAT ALL TRADING MEMBERS OF THE STOCK EXCHANGES WHO WISH TO COLLECT AND UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES WILL NEED TO APPROACH THE STOCK EXCHANGES AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY THE STOCK EXCHANGES.Please note that as per Para 4 of SEBI Circular No. CIR/CFD/DIL/12/2012 dated September 13, 2012,for making Applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI registered SCSB/s. Such account shall be used solely for the purpose of making Application in public issues and clear demarcated funds should be available in such account for ASBA Applications.The Members of the Syndicate and the Company shall not be responsible or liable for any errors or omissions on the part of trading members in connection with the responsibility of Trading Members in relation to collection and upload of Applications in this issue on the electronic application platform provided by the Stock Exchanges. Further Stock Exchanges will be responsible for addressing investor grievances arising from Applications through Trading Members.For Further information please refer to the page 155 of the Prospectus

PROCEDURE OF APPLICATION4. Availability of Prospectus and Application FormsThe Abridged Prospectus containing the salient features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from our Registered Office, Lead Manager(s) to the Issue, Co-Lead Managers to the Issue, Registrar to the Issue, Brokers to the Issue and designated branches of the SCSB. Additionally, the Prospectus and the Application Form are available for download on the website of the Stock Exchanges at www.bseindia.com and www.nseindia.com and the websites of the Lead Managers at: www.icicisecurities.com, www.akcapindia.com, www.darashaw.com and www.srei.com and at the websites of the Co-Lead Managers at www.karvy.com, www.integratedindia.in, www.rrfcl.com, www.smccapitals.com and www.bajajcapital.com .For ASBA Applicants the physical Application Forms and the Abridged Prospectus will be available with the designated branches of the SCSB, Members of the Syndicate (in specified cities) and at our Registered Office. Further, for ASBA Applicants, electronic Application Forms will also be available on the website of the Stock Exchanges.5. Who can ApplyThe following categories of persons are eligible to apply in the Issue:Category I (Institutional Category) (Can apply only for Series I, Series III and Series V NCDs)• Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-

operative Banks and Regional Rural Banks, which are authorized to invest in the NCDs;

• Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorized to invest in the NCDs;

• Venture Capital funds and / or Alternative Investment Funds registered with SEBI;

• Insurance Companies registered with the IRDA;• National Investment Fund;• State Industrial Development Corporations; and• Mutual Funds.Category II (Non-Institutional Category) (Can apply only for all Series)• Companies, bodies corporate and societies registered under the applicable laws

DETAILS RELATING TO ENTITIES ASSOCIATED WITH THE ISSUE

OBJECTS OF THE ISSUE1 Issue ProceedsThe funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various financing activities, to repay our existing loans and our business operations including for our capital expenditure and working capital requirements, subject to applicable statutory and/or regulatory requirements.The main objects clause of the Memorandum of Association of our Company permits our Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue.Further, in accordance with the Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisition of shares of any person or company who is a part of the same group as our Company or who is under the same management as our Company or any subsidiary of our Company.The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property.Further, the Company undertakes that Issue proceeds from NCDs allotted to banks shall not be used for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations.2 Interim Use of ProceedsThe management of our Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time.3 Monitoring of Utilization of FundsThere is no requirement for appointment of a monitoring agency in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended. Our Board shall monitor the utilization of the proceeds of the Issue. For the relevant quarters commencing from the financial year ending March 31, 2014, our Company will disclose in our quarterly financial statements, the utilization of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue.

ISSUE PROCEDUREThis section applies to all Applicants. ASBA Applicants and Applicants applying through the Direct Online Application Mechanism (as defined hereinafter) should note that the ASBA process and the Direct Online Application Mechanism involves Application procedures that are different from the procedure applicable to all other Applicants. Please note that all Applicants are required to pay the full Application Amount or ensure that the ASBA Account has sufficient credit balance such that the entire Application Amount can be blocked by the SCSB while making an Application. In case of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the SCSBs in the relevant ASBA Accounts.ASBA Applicants should note that they may submit their ASBA Applications to the Members of the Syndicate or Trading Members only at the Syndicate ASBA Application Locations, or directly to the Designated Branches of the SCSBs. Applicants other than direct ASBA Applicants are required to submit their Applications to the Members of the Syndicate or Trading Members (at the Application centres of the Members of the Syndicate will be mentioned in the Application Form) or make online Applications using the online payment gateway of the Stock Exchanges.Please note that this section has been prepared based on the circular no. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI (“Debt Application Circular”). The procedure mentioned in this section is subject to the Stock Exchanges putting in place the necessary systems and infrastructure for implementation of the provisions of the abovementioned circular, including the systems and infrastructure required in relation to Applications made through the Direct Online Application Mechanism and

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in India and authorized to invest in the NCDs;• Public/private charitable/religious trusts which are authorized to invest in the

NCDs;• Scientific and/or industrial research organizations, which are authorized to

invest in the NCDs;• Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the provisions of the

Limited Liability Partnership Act, 2008 (No. 6 of 2009); and• Any other incorporated and/ or unincorporated body of persons.Category III (Individual Category) (Can apply only for all Series)• Resident Indian individuals; and• Hindu Undivided Families through the Karta.Please see the section titled “Who can Apply” under Issue Procedure at page no. 156 of the ProspectusNote: Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/ or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities.Applications cannot be made by:• Minors without a guardian name;• Foreign nationals;• Persons resident outside India including without limitation Foreign Institutional

Investors, Non Resident Indians, Qualified Foreign Investors and Overseas Corporate Bodies.

Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Issue.The Lead Managers, Co-Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue.6. How to Apply?Applicants may use any of the following facilities for making Applications:i. ASBA Applications through the Lead Managers, Co-Lead Managers, Brokers

to the Issue and trading members of the Stock Exchanges for Applicants who intend to hold the NCDs in demat form; (“Syndicate ASBA”);

ii. ASBA Applications through SCSBs for Applicants who intend to hold the NCDs in demat form;

iii. Non ASBA Applications through the Lead Managers, Co-Lead Managers, Brokers to the Issue and trading members of the Stock Exchanges for Applicants who intend to hold the NCDs in demat form; and

iv. Non ASBA Applications through the Lead Managers, Co-Lead Managers, Brokers to the Issue and trading members of the Stock Exchanges for Applicants who intend to hold the NCDs in physical form.

Applicants are requested to note that in terms of the Debt Application Circular, SEBI has mandated issuers to provide, through a recognized stock exchange which offers such a facility, an online interface enabling direct Application by investors to a public issue of their debt securities with an online payment facility (“Direct Online Application Mechanism”). In this regard, SEBI has, through the Debt Application Circular, directed recognized stock exchanges in India to put in necessary systems and infrastructure for the implementation of the Debt Application Circular and the Direct Online Application Mechanism. In the event that the Stock Exchange put in necessary systems, infrastructure and processes in place so as to enable the adoption of the Direct Online Application Mechanism prior to the Issue Opening Date, we shall offer eligible investors desirous of applying in the Issue the option to make Applications through the Direct Online Application Mechanism.

APPLICATIONS BY CERTAIN CATEGORIES OF APPLICANTS7. Applications by Mutual FundsNo mutual fund scheme shall invest more than 15% of its NAV in debt instruments

issued by a single Company which are rated not below investment grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of Trustees and the Board of Asset Management Company.A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which Application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The Applications must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason there for.8. Application by Scheduled Banks, Co-operative Banks and Regional Rural BanksScheduled Banks, Co-operative banks and Regional Rural Banks can apply in this public issue based upon their own investment limits and approvals. The Application must be accompanied by certified true copies of (i) Board Resolution authorising investments; (ii) Letter of Authorisation. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason there for. 9. Application by Insurance CompaniesIn case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with Application Form. The Applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing operating instructions (iv) Specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason there for.10. Applications by Indian venture capital funds registered with SEBIApplications made by an existing Venture Capital Fund eligible to invest in accordance with the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, for Allotment of the NCDs must be accompanied by certified true copies of (i) the SEBI registration certificate of such Venture Capital Fund; (ii) a resolution authorising the investment and containing operating instructions; and (iii) specimen signatures of authorised persons. Failing this, our Company reserves the right to accept or reject any Applications from an Venture Capital Fund in whole or in part, in either case, without assigning any reason thereof.Venture Capital Funds applying for Allotment of the NCDs shall at all times comply with the conditions for categories as per their SEBI registration certificate and the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996.11. Applications by Alternative Investments FundsApplications made by an Alternative Investments Fund eligible to invest in accordance with the Securities and Exchange Board of India (Alternate Investment Funds) Regulations, 2012, for Allotment of the NCDs must be accompanied by certified true copies of: (i) the SEBI registration certificate of such Alternative Investment Fund; (ii) a resolution authorising the investment and containing operating instructions; and (iii) specimen signatures of authorised persons. Failing this, our Company reserves the right to accept or reject any Applications from an Alternative Investment Fund in whole or in part, in either case, without assigning any reason thereof.Alternative Investment Funds applying for Allotment of the NCDs shall at all times comply with the conditions for categories as per their SEBI registration certificate and the Securities and Exchange Board of India (Alternate Investment Funds) Regulations, 2012.12. Applications by State Industrial Development CorporationsApplications made by state industrial development corporations for Allotment of the NCDs must be accompanied by certified true copies of: (i) any Act/rules under which the such state industrial development corporation is incorporated and its constitutional documents; (ii) a resolution of the board of directors of such state industrial development corporation authorising investments; and (iii) specimen signature of authorized persons. Failing this, our Company reserves the right to accept or reject

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any Applications from such state industrial development corporation for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor.13. Applications by TrustsIn case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to the Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason there for.As per the CBDT notification dated 20th September, 2012 read as Income -Tax (13th Amendment ) Rules, 2012- Notification No. 40/2012 where by Central Government has inserted a the new clause (viii) in Rule 17C Income-tax Rules, 1962 to provide that “Investment in debt instruments issued by infrastructure finance company registered with Reserve Bank of India is also a prescribed mode of investment or deposits by charitable/religious trust under section 11(5)(xii) of the Income Tax Act, 1961.14. Applications by Public Financial Institutions, Statutory Corporations, which are authorized to invest in the NCDsThe Application must be accompanied by certified true copies of: (i) Any Act/Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person.15. Companies, bodies corporate and societies registered under the applicable laws in IndiaThe Application must be accompanied by certified true copies of: (i) Any Act/Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person.16. Indian Scientific and/or industrial research organizations, which are authorized to invest in the NCDsThe Application must be accompanied by certified true copies of: (i) Any Act/Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person.17. Partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)The Application must be accompanied by certified true copies of: (i) Partnership Deed; (ii) Any documents evidencing registration thereof under applicable statutory/regulatory requirements; (iii) Resolution authorizing investment and containing operating instructions (Resolution); (iv) Specimen signature of authorized person.18. Applications under Power of Attorney or by limited companies, corporate, trust etc.In case of Applications made pursuant to a power of attorney by Category I and Category II Applicants being Institutional and Non Institutional Category Applicants, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum of Association and Articles of Association and/or bye laws must be lodged along with the Application Form, failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason there for.In case of Investments made pursuant to a power of attorney by Category III Applicants being Individual Category Applicants, a certified copy of the power of attorney must be lodged along with the Application Form.In case of an ASBA Application pursuant to a power of attorney, a certified copy of the power of attorney must be lodged along with the Application Form. Failing this, our Company, in consultation with the Lead Managers and Co-Lead Managers reserves the right to reject such Applications. Brokers having online demat account portals may also provide a facility of submitting the Application Forms (ASBA as well as Non-ASBA Applications) virtually online

to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant for making an Application on his/ her behalf. Based on such instruction, and a Power of Attorney granted by the Applicant to authorise the broker, the broker makes an Application on behalf of the Applicant.Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney along with the Application Form subject to such terms and conditions that our Company and the Lead Managers and the Co-Lead Managers may deem fit.

APPLICATION FOR ALLOTMENT OF BONDS IN PHYSICAL AND DEMATERIALIZED FORM

19. Non-ASBA Applicationsi. Applications through the Members of the Syndicate/ Trading Members of the

Stock Exchanges through Collecting Banks without using ASBA Facility All Application Forms (available for download on the website of the Stock

Exchanges, the Lead Managers, the Co-Lead Managers and available in physical form as mentioned above) duly completed and accompanied by account payee cheques / drafts shall be submitted with the Members of the Syndicate, Trading Members of the Stock Exchanges before the closure of the Issue. The Applications are to be submitted to the Members of the Syndicate and Trading Members on a timely manner so that the details can be uploaded on to the platform of the Stock Exchanges during the Bidding Period. The cheque/bank draft can be drawn on any bank, including a co-operative bank which is situated at and is member or sub-member of the Bankers’ clearing-house located at the place where the Application Form is submitted, i.e. at designated collection centres of the Banker to the Issue. Outstation cheques /bank drafts drawn on banks not participating in the clearing process will not be accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected and the collecting bank shall not be responsible for such rejections. Payment though stockinvest would also not be allowed as the same has been discontinued by the RBI vide notification No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stockinvest/Money Orders/Postal Orders will not be accepted. In case payment is effected in contravention of conditions mentioned herein, the Application is liable to be rejected and Application Amount will be refunded and no interest will be paid thereon. A separate cheque / bank draft must accompany each Application Form. No cash payments shall be accepted.

All cheques / bank drafts accompanying the Applications made by eligible Applicants should be crossed “A/c Payee only” and must be made payable to “SIFL - NCD IV Public Issue Escrow Account”.

The Members of the Syndicate/ Trading Members of the Stock Exchanges, upon receipt of the Non-ASBA Applications, shall upload all the details of the Applications on the online platform of the Stock Exchanges. The Members of the Syndicate/ Trading Members of the Stock Exchanges shall thereafter submit the physical Application Form along with the cheque/ bank draft to the Escrow Collection Banks. The Members of the Syndicate/ Trading Members of the Stock Exchanges are requested to note that all Applications are required to be banked with only the designated branches of Escrow Collection Banks.

Applicant’s Bank Account Details The Registrar to the Issue will obtain the Applicant’s bank account details

from the Depository. The Applicant should note that on the basis of the name of the applicant, PAN details, Depository Participant’s (DP) name, Depository Participants identification number and beneficiary account number provided by them in the Application Form and uploaded in Platform of the Stock Exchanges, the Registrar to the Issue will obtain the Applicant’s bank account details from the Depositories. The Applicants are advised to ensure that bank account details are updated in their respective DP Accounts as these bank account details would be printed on the refund order(s) or used for refunding through electronic mode, as applicable. Please note that failure to do so could result in delays in credit of refunds to Applicants at the Applicant’s sole risk and neither the Lead Managers and / or the Co-Lead Managers, our Company, the Refund Banker(s) nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same.

Applicant’s Depository Account Details ALL APPLICANTS WHO HAVE A DEMAT ACCOUNT SHOULD

MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, PAN DETAILS, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER

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AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM.

Applicant should note that on the basis of name of the applicant, PAN details, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Application Form and uploaded in the Platform of the Stock Exchanges, the Registrar to the Issue will obtain from the Depository, demographic details of the Applicant such as address, PAN, bank account details for printing on refund orders or used for refunding through electronic mode, as applicable (“Demographic Details”). Hence, Applicants should carefully fill in their Depository Account details in the Application Form. Applicants are advised to update their Demographic Details such as address, PAN and bank account details such as account number, ISFC, MICR code etc. with their Depository Participants and ensure that they are true and correct.

These Demographic Details would be used for all correspondence with the Applicants including mailing of the refund orders/ Allotment Advice and printing of bank particulars on the refund/interest order and the Category. PAN of Applicants and the Demographic Details given by Applicant in the Application Form would not be used for these purposes by the Registrar.

Refund orders/Allotment Advice would be mailed at the address of the Applicant as per the Demographic Details received from the Depositories. Applicant may note that delivery of Refund orders/Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Applicant in the Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Applicant’s sole risk and neither we nor the Lead Managers or the Co-Lead Managers or the Registrars shall be liable to compensate the Applicant for any losses caused to the Applicant due to any such delay or liable to pay any interest for such delay.

However in case of Applications made under power of attorney, our Company in its absolute discretion, reserves the right to permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of Refund orders /Allotment Advice, the demographic details obtained from the Depository of the Applicant shall be used.

In case no corresponding record is available with the Depositories that matches three parameters, (a) names of the Applicants (including the order of names of joint holders), (b) the DP ID and (c) the beneficiary account number, then such Applications are liable to be rejected.

ii. Applications for allotment of physical NCDs by Applicants who do not have a Demat Account

All Applicants who intend to apply for NCDs in physical form, should submit the Application Forms duly completed and accompanied by account payee cheques / drafts and the Know Your Customer (“KYC”) documents shall be submitted with the Members of the Syndicate, Trading Members of the Stock Exchanges. The cheque/bank draft can be drawn on any bank, including a co-operative bank which is situated at and is member or sub-member of the Bankers’ clearing-house located at the place where the Application Form is submitted, i.e. at designated collection centres of the Banker to the Issue. Outstation cheques /bank drafts drawn on banks not participating in the clearing process will not be accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected and the Escrow Collection Banks shall not be responsible for such rejections. Payment though stockinvest would also not be allowed as the same has been discontinued by the RBI vide notification No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stockinvest/Money Orders/Postal Orders will not be accepted. In case payment is effected in contravention of conditions mentioned herein, the Application is liable to be rejected and Application Amount will be refunded and no interest will be paid thereon. A separate cheque / bank draft must accompany each Application Form. No cash payments shall be accepted.

Any Applicant who provides Depository Participant details in the Application Form shall be Allotted the NCDs in dematerialised form only, irrespective of whether such Applicant has provided the details required for Allotment in physical form. Such Applicant shall not be Allotted NCDs in physical form.

All cheques / bank drafts accompanying the Applications made by eligible

Applicants should be crossed “A/c Payee only” and must be made payable to “SIFL - NCD IV Public Issue Escrow Account”.

KYC Documents to be submitted by Applicants who do not have a Demat account and are applying for NCDs in the Physical Forma. Self-attested copy of the proof of identification (for individuals); Any of the following documents shall be considered as a verifiable proof of identification:• Passport;• Voter’s ID;• Driving Licence;• Government ID Card;• Defence ID Card;• Photo PAN Card• Photo Ration Card.b. Self-attested copy of the PAN card;c. Self-attested copy of the proof of residence; Any of the following documents shall be considered as a verifiable proof of residence:• ration card issued by the GoI; • valid driving license issued by any transport authority of the Republic of India; • electricity bill (not older than three months); • landline telephone bill (not older than three months); • valid passport issued by the GoI; • AADHAR Card / Letter issued by Unique Identification Authority of India

(“UIDAI”);• voter’s Identity Card issued by the GoI; • passbook or latest bank statement issued by a bank operating in India;• registered leave and license agreement or registered agreement for sale or rent

agreement or flat maintenance bill;• self-attested copy of Registered Office address in case of Applicants under

Category I or Category II; or• life insurance policy.d. Self-attested copy of a cancelled cheque of the bank account to which the

amounts pertaining to payment of refunds, interest, as applicable, should be credited.

The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of the payments due to inaccurate details shall be at the sole risk of the Applicants and neither the Lead Managers and / or the Co-Lead Managers nor our Company shall have any responsibility and undertake any liability for the same.

Applications for Allotment of the NCDs in physical form, which are not accompanied with the aforestated documents, may be rejected at the sole discretion of our Company.

The Members of the Syndicate/ Trading Members of the Stock Exchanges shall on receipt of the completed Application Form along with the KYC Documents and the cheque/ draft, provide an acknowledgment of the Application to the Applicant. After verification of the KYC documents submitted by the Applicant along with the Application, the Members of the Syndicate/ Trading Members of the Stock Exchanges shall upload all such details of the Applicant that is required for the purpose of allotment based on the Application Form on the online platform of the Stock Exchanges. The Members of the Syndicate/ Trading Members of the Stock Exchange shall thereafter submit the physical Application Form (duly stamped by such Members of the Syndicate/ Trading Members of the Stock Exchanges) along with the cheque/ bank draft and the KYC Documents to the Escrow Collecting Bank(s).

The Members of the Syndicate/ Trading Members of the Stock Exchanges are required to ensure that the Applicants are competent to contract under the Indian Contract Act, 1872 including minors applying through guardian.

In absence of the cancelled cheque, the Issuer may reject the Application or it may consider the bank details as given on the Application Form at its sole discretion. In such case the Issuer, Lead Managers, Co-Lead Managers and

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Registrar shall not be liable for any delays / errors in payment of refund and/or interests.

The Registrar shall dispatch the physical certificate to the Applicant as per address provided in the Application. In case KYC documents are not proper, Registrar shall hold back physical certificate pending receipt of complete KYC documents from the Applicant.

The Members of the Syndicate and the Trading Members of the Stock Exchanges shall ensure they shall accept Application Forms only in such cities/ towns where the banking branches (Escrow Banks) are available. Details of the branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA Applicant shall be deposited by the Members of the Syndicate and Trading Members are available on the websites of the Lead Managers at www.icicisecurities.com, www.akcapindia.com, www.darashaw.com and www.srei.com and on the websites of the Co-Lead Managers at www.karvy.com, www.integratedindia.in, www.rrfcl.com, www.smccapitals.com and www.bajajcapital.com. A link to the said web pages shall also be available on the website of the Stock Exchanges at www.bseindia.comand www.nseindia.com. A link shall also be provided to the above mentioned websites in the Application Form as well.

20. ASBA ApplicationsProcedure for Application through the Members of the Syndicate/ Trading Members of the Stock Exchanges using the Applications Supported by Blocked Amount (“ASBA”) facility and Applications through SCSBs using ASBA facilityThis section is for the information of the Applicants proposing to subscribe to the Issue through the ASBA Process (“ASBA Investors”). Please note that Application through ASBA is optional for all categories of Applicants. The Lead Managers, the Co-Lead Managers and our Company are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Prospectus. ASBA Investors are advised to make their independent investigations and to ensure that the Application Form is correctly filled up.Our Company, our directors, affiliates, associates and their respective directors and officers, Lead Managers, Co-Lead Managers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the amount payable on Application has been blocked in the relevant ASBA Account.The list of banks which have been notified by SEBI to act as SCSBs for the ASBA Process is provided on http://www.sebi.gov.in. For details on Designated Branches of SCSBs collecting the Application Form, please refer the above mentioned SEBI link.ASBA Applicants applying through a member of the Syndicate should ensure that the Application Form is submitted to a member of the Syndicate only in the Specified Cities. ASBA Applicants should also ensure that Application Forms submitted to the Syndicate in the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has not named at least one branch at that location for the Syndicate to deposit the Application Form from ASBA Applicants (A list of such branches is available at http://www.sebi.gov.in. ASBA Applicants Applying directly through the SCSBs should ensure that the Application Form is submitted to a Designated Branch, of a SCSB where the ASBA Account is maintained (A list of such branches is available at http://www.sebi.gov.in).Those Applicants who wish to apply through the ASBA process by filling in physical Application Form will have to select the ASBA mechanism in Application Form and provide necessary details. The filled in Application Form containing instructions to SCSB to block the Application Amount shall be submitted to the designated branches of the SCSBs. The ASBA Applications can also be submitted with the Member of the Syndicate at the Syndicate ASBA Centres (only in Specified Centres) or with the Trading Members of the Stock Exchanges, who shall in turn upload all such details of the Applicant that is required for the purpose of allotment based on the ASBA Application Form on the Platform of the Stock Exchanges and forward the same to the SCSBs, in accordance with the circulars issued by SEBI in this regard from time to time.The Members of Syndicate and Trading Members of the Stock Exchanges shall accept ASBA Applications only at the Syndicate ASBA Centres and should ensure that they verify the details about the ASBA Account and relevant SCSB prior to accepting the Application Form.

Care should be taken that such Application Forms should bear the stamp of the relevant SCSB, Members of the Syndicate or trading members of the Stock Exchanges, otherwise they will be rejected. ASBA Application in electronic mode will only be available with such SCSBs who provide such facility. In case of Application in such electronic form, the ASBA Applicant shall submit the Application Form with instruction to block the Application amount either through the internet banking facility available with the SCSB, or such other electronically enabled mechanism for applying and blocking funds in the ASBA Account held with SCSB, as would be made available by the concerned SCSB.Applications are liable to be rejected, wherein the SCSBs are not able to block the funds for Application Forms which have been uploaded by the Member of the Syndicate or Trading Members of the Stock Exchanges due to any reason.Mode of paymentThe Applicant applying under the ASBA Process agrees to block the entire amount payable on Application with the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the amount payable on Application, in an ASBA Account. After verifying that sufficient funds are available in the ASBA Account, details of which are provided in the Application Form or through which the Application is being made in case of electronic ASBA Application, the SCSB shall block an amount equivalent to the amount payable on Application mentioned in the Application Form until it receives instructions from the Registrar. Upon receipt of intimation from the Registrar, the SCSBs shall transfer such amount as per the Registrar’s instruction from the ASBA Account. This amount will be transferred into the Public Issue Account maintained by us as per the provisions of section 40 of the Companies Act, 2013. The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the Issue to the respective SCSBs.The SCSB may reject the Application at the time of acceptance of Application Form if the ASBA Account with the SCSB, details of which have been provided by the Applicant in the Application Form, does not have sufficient funds equivalent to the amount payable on Application mentioned in the Application Form. Subsequent to the acceptance of the Application by the SCSB, the Registrar would have a right to reject the Application only on technical grounds.In the event of withdrawal or rejection of Application Form or for unsuccessful Application Forms, the Registrar shall give instructions to the SCSB to unblock the Application Amount in the relevant ASBA Account within twelve (12) Working Days of receipt of such instruction.Depository account and bank details for Applicants applying under the ASBA ProcessIT IS MANDATORY FOR ALL THE APPLICANTS APPLYING UNDER THE ASBA PROCESS TO RECEIVE THEIR NCDS IN DEMATERIALISED FORM. ALL APPLICANTS APPLYING UNDER THE ASBA PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, PAN DETAILS, BANK ACCOUNT DETAILS, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. Applicants applying under the ASBA Process should note that on the basis of name of these Applicants, Depository Participant’s name and identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Issue will obtain from the Depository demographic details of these Applicants such as PAN, address for printing on Allotment advice and occupation (“Demographic Details”). Hence, Applicants applying under the ASBA Process should carefully fill in their Depository Account details in the Application Form.These Demographic Details would be used for all correspondence with such Applicants including mailing of the letters intimating unblocking of their respective ASBA Accounts. The Demographic Details given by the Applicants in the Application Form would not be used for any other purposes by the Registrar. Hence, Applicants are advised to update their Demographic Details as provided to their Depository Participants.By signing the Application Forms, the Applicants applying under the ASBA Process would be deemed to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.Letters intimating Allotment and unblocking the funds would be mailed at the

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address of the ASBA Applicant as per the Demographic Details received from the Depositories. The Registrar to the Issue will give instructions to the SCSBs for unblocking funds in the ASBA Account to the extent NCDs are not allotted to such ASBA Applicants. ASBA Applicants may note that delivery of letters intimating unblocking of the funds may get delayed if the same once sent to the address obtained from the Depositories are returned/undelivered. Note that any such delay shall be at the sole risk of the ASBA Applicants and none of us, the SCSBs or the Lead Managers or the Co-Lead Managers shall be liable to compensate the Applicant applying under the ASBA Process for any losses caused due to any such delay or liable to pay any interest for such delay.In case no corresponding record is available with the Depositories that matches three parameters, (a) names of the Applicants (including the order of names of joint holders), (b) the DP ID and (c) the beneficiary account number, then such Applications are liable to be rejected.

INSTRUCTIONS FOR COMPLETING THE APPLICATION 21. Submission of Application Forms - General Instructions • Applications to be made in prescribed form only;• The forms to be completed in block letters in English;• Ensure that the details about Depository Participant and Beneficiary Account

in the Applications for seeking allotment of NCDs in dematerialised mode are correct, as allotment of NCDs to these Applicants will be in the dematerialized form only;

• In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta;

• Information provided by the Applicants in the Application Form will be uploaded on to the Platform of the Stock Exchanges by the Members of the Syndicate, Trading Members of the Stock Exchanges as the case may be, and the electronic data will be used to make allocation/ Allotment. The Applicants should ensure that the details are correct and legible;

• Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her seal;

• Ensure that the Applications are submitted to the Members of the Syndicate and Trading Members on a timely manner on the Issue Closing Date so that the details can be uploaded before the closure of the bidding period;

• Ensure that you mention your PAN in the Application Form. In case of joint Applicants, the PAN of all the Applicants should be provided, and for HUFs, PAN of the HUF should be provided. Any Application Form without the PAN is liable to be rejected. In case of Applications for Allotment in physical form, Applicants should submit a self-certified copy of their PAN card as part of the KYC documents. Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this ground;;

• Applicants (other than those applying for Allotment of NCDs in physical form) should correctly mention their DP ID and Client ID in the Application Form. For the purpose of evaluating the validity of Applications, the Demographic Details of Applicants shall be derived from the DP ID and Client ID mentioned in the Application Form;

• Applicants applying for Allotment of NCDs in physical form should submit the KYC documents as mentioned above;

• Ensure that you request for and receive a TRS for all your Applications and an acknowledgement as a proof of having been accepted;

• All Applicants are required to tick the relevant column of “Category of Investor” in the Application Form;

• All Applicants are required to tick the relevant box of the “Mode of Application” in the Application Form choosing either ASBA or Non-ASBA mechanism;

• All Applicants applying through Non-ASBA mechanism shall mention the Application Number, Sole/ first Applicant’s name and the phone number on the reverse side of the cheque and demand draft;

• Ensure that you select the correct option while filling in the Application Form.;• All Application Forms (except in case of Application Forms through ASBA

mechanism) duly completed together with cheque/bank draft for the amount payable on Application must be delivered before the closing of the subscription list to any of the Members of the Syndicate and Trading Members of the Stock Exchanges, who shall upload the same on the Platform of the Stock Exchanges before the closure of the Issue; and

• No receipt will be issued for the Application Amount. However, Bankers to the Issue and/or their branches receiving the Applications will acknowledge the same;

Further Instructions for ASBA Applicants • ASBA Applicants should correctly mention the ASBA Account number and

ensure that funds equal to the Application Amount are available in the ASBA Account before submitting the Application Form to the Designated Branch, otherwise the concerned SCSB shall reject the Application;

• If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder, in accordance with the instructions provided in the Application Form. Not more than five Applications can be made from one single ASBA Account;

• For ASBA Applicants, the Applications in physical mode should be submitted to the SCSBs or a member of the Syndicate or to the Trading Members of the Stock Exchange on the prescribed Application Form. SCSBs may provide the electronic mode for making Application either through an internet enabled banking facility or such other secured, electronically enabled mechanism for Application and blocking funds in the ASBA Account;

• Application Forms should bear the stamp of the Member of the Syndicate, Trading Member of the Stock Exchanges and/or Designated Branch of the SCSB. Application Forms which do not bear the stamp will be rejected.

An Applicant should apply for one or more Series of NCDs, as applicable to such Applicant in a single Application Form only.

Our Company shall allocate and allot Series III NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series or have applied for wrong Series.

22. Permanent Account NumberThe Applicant should mention his or her Permanent Account Number (PAN) allotted under the IT Act (Except for Applications on behalf of the Central or State Government officials and the officials appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Applicants residing in the state of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market). In accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole identification number for the participants transacting in the securities market, irrespective of the amount of transaction. For minor Applicants applying through the guardian, it is mandatory to mention the PAN of minor Applicant.Any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. It is to be specifically noted that the Applicants should not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground.23. Terms of PaymentThe entire face value for the NCDs is payable on Application only. In case of allotment of lesser number of NCDs than the number applied, our Company shall refund / unblock the excess amount paid on Application to the applicant.24. Joint ApplicationsApplications may be made in single or joint names (not exceeding three). If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. In the case of joint Applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein.25. Additional / Multiple ApplicationsAn Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs (as applicable to the category of investors he/she/it belongs), subject to a minimum Application size of ` 10,000, and in multiples of ` 1,000 thereafter, for each Application. Any Application for an amount below the aforesaid

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minimum Application size will be deemed as an invalid Application and shall be rejected.However, any Application made by any person in his individual capacity and an Application made by such person in his capacity as a karta of a Hindu Undivided family and/or as joint applicant, shall not be deemed to be a multiple Application.For the purposes of allotment of NCDs under the Issue, Applications shall be grouped based on the PAN, i.e. Applications under the same PAN shall be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple Applications if the sole or first Applicant is one and the same. For the sake of clarity, two or more Applications shall be deemed to be a multiple Application for the aforesaid purpose if the PAN number of the sole or the first Applicant is one and the same.26. Do’s • Check if eligible to apply;• Read all the instructions carefully and complete the Application Form;• Ensure that the details about Depository Participant and Beneficiary Account

in the Applications for seeking allotment of NCDs in dematerialised mode are correct, as allotment of NCDs to these Applicants will be in the dematerialized form only;

• In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta;

• Ensure that the Applications are submitted to the Members of the Syndicate and Trading Members on a timely manner on the Issue Closing Date so that the details can be uploaded before the closure of the Bidding Period;

• Ensure that the Applicant’s name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant;

• Ensure that you mention your PAN allotted under the IT Act;• Ensure the use of an Application Form bearing the stamp of the relevant SCSB,

Trading Members of the Stock Exchanges or the Members of the Syndicate (except in case of electronic ASBA Applications) to whom the Application is submitted;

• Ensure that you receive an acknowledgement from the Designated Branch, the Trading Member of the Stock Exchanges or from the Members of the Syndicate, as the case may be, for the submission and upload of your Application Form;

• Ensure that the Demographic Details are updated, true and correct in all respects (except in case where the Application is for NCDs in physical form);

• If applying for NCDs in physical form ensure the KYC documents are submitted along with the Application Form;

• Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities, as applicable to each category of investor, to apply for, subscribe to and/or seek allotment of NCDs pursuant to the Issue;

• Ensure the use of an Application Form bearing the stamp of the relevant SCSB, Trading Members of the Stock Exchanges or the Members of the Syndicate (except in case of electronic ASBA Applications) to whom the Application is submitted;

• Ensure that you select the correct option while filling in the Application Form;• In case you are submitting an Application Form to a trading member ensure that

he is located in a town / city that has an escrow banking facility. (list of such locations are available on the websites of Stock Exchanges, the Company, Lead Managers and the Co-Lead Managers, a link for the same being available in the Application Form; and

• Ensure that you receive an acknowledgement from the Designated Branch, the Trading Member of the Stock Exchanges or from the Members of the Syndicate, as the case may be, for the submission and upload of your Application Form;

27. Do’s for ASBA Applicants in addition to the above mentioned general instructions

• Ensure that you specify ASBA as the ‘Mode of Application’ and use the Application Form bearing the stamp of the relevant SCSB, Trading Members of the Stock Exchanges or the members of the Syndicate (except in case of electronic Application Forms) to whom the Application is submitted;

• Ensure that your Application Form is submitted either at a Designated Branch of an SCSB, with a Trading Member of the Stock Exchanges or with the members

of the Syndicate at the Syndicate ASBA Centres (in Specified Cities) where the ASBA Account is maintained and not to the Escrow Collection Banks (assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;

• ASBA Applicants applying through a member of the Syndicate should ensure that the Application Form is submitted to a member of the Syndicate only in the Specified Cities. ASBA Applicants should also ensure that Application Forms submitted to the Syndicate in the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has named at least one branch at that location for the Syndicate to deposit the Application Form from ASBA Applicants Bidders (A list of such branches is available at http://www.sebi.gov.in). ASBA Applicants Applying directly through the SCSBs should ensure that the Application Form is submitted to a Designated Branch, of a SCSB where the ASBA Account is maintained.

• Ensure that the Application Form is also signed by the ASBA Account holder in case the ASBA Applicant is not the account holder;

• Ensure that you have mentioned the correct ASBA Account number in the Application Form;

• Ensure that you have funds equal to or more than the Application Amount in the ASBA Account before submitting the Application Form to the respective Designated Branch, with a Trading Member of the Stock Exchange or to the members of the Syndicate;

• Ensure that you have correctly checked the authorisation box in the Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Amount mentioned in the Application Form;

• Ensure that you receive an acknowledgement from the Designated Branch, the Trading Member of the Stock Exchanges or from the members of the Syndicate, as the case may be, for the submission of your Application Form; and

• In case you are submitting the Application Form to a member of the Syndicate, please ensure that the SCSBs with whom the ASBA Account specified in the Application Form is maintained, has a branch specified for collecting such Application Forms in the location where the Application Form is being submitted.

28. Don’ts• Do not apply for lower than the minimum Application size;• Do not pay the Application amount in cash or by money order or by postal order

or by stockinvest;• Do not fill up the Application Form such that the NCDs applied for exceeds

the issue size and/or investment limit applicable to such investor under laws or regulations applicable to such investor or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations;

• Do not submit the GIR number instead of the PAN as the Application Form is liable to be rejected on this ground; and

• Do not submit the Application Forms without the full Application Amount;• Do not submit Application Forms in non-ASBA mode to any of the Collection

Centres of the Bankers to the Issue/Registrar/Company; • Do not submit Application accompanied with Stockinvest.29. Don’ts for ASBA Applicants in addition to the above mentioned general

instructions• Payment of Application Amounts in any mode other than through blocking of

the Application Amounts in the ASBA Accounts shall not be accepted under the ASBA;

• Do not send your physical Application Form by post. Instead submit the same to a Designated Branch, a Trading Member of the Stock Exchanges or to a member of the Syndicate, as the case may be;

• Do not submit more than five Application Forms per ASBA Account;• Do not submit the Application Form with a member of the Syndicate, at a

location other than where the Syndicate ASBA Centres are located; and• Do not submit ASBA Applications to a member of the Syndicate or the Trading

Members of the Stock Exchanges unless the SCSB where the ASBA Account is

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maintained as specified in the Application Form, has named at-least one branch, as displayed on the SEBI website (http://www.sebi.gov.in) in the relevant area for the Syndicate or the Trading Members of the Stock Exchanges to deposit the Application Forms.

30. Depository ArrangementsAs per the provisions of Section 68B of the Act, the allotment of NCDs of our Company can be made in both dematerialised form (i.e. not in the form of physical certificates but be fungible and be represented by the Statement issued through electronic mode) as well as physical form. We have made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. Please note that Tripartite Agreements have been executed between our Company, the Registrar and both the Depositories.As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialized form. In this context:i. Tripartite Agreement dated February 27, 2013 between us, the Registrar to the

Issue and NSDL, respectively for offering depository option to the Investors,ii. Tripartite Agreement dated February 26, 2013 between us, the Registrar to the

Issue and CDSL, respectively for offering depository option to the Investors,iii. An Applicant who wishes to apply for NCDs in the electronic form must have at

least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the Application,

iv. The Applicant seeking allotment of NCDs in the Electronic Form must necessarily fill in the details (including the beneficiary account number and DP’s ID) appearing in the Application Form under the heading ‘Request for NCDs in Electronic Form’,

v. NCDs allotted to an Applicant in the Electronic Account Form will be credited directly to the Applicant’s respective beneficiary account(s) with the DP,

vi. For subscription in electronic form, names in the Application Form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository,

vii. Non-transferable Allotment Advice/refund orders will be directly sent to the Applicant by the Registrars to this Issue,

viii. If incomplete/incorrect details are given under the heading ‘Request for NCDs in electronic form’ in the Application Form, it will be deemed to be an Application for NCDs in physical form and thus will be rejected.

ix. For allotment of NCDs in electronic form, the address, nomination details and other details of the Applicant as registered with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, our Company would not be liable for losses, if any,

x. It may be noted that NCDs in electronic form can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. The Stock Exchangeshave connectivity with NSDL and CDSL,

xi. The trading of the NCDs shall be in dematerialized form only.31. Communications• All future Communications in connection with Applications made in the Issue

should be addressed to the Registrar to the Issue quoting all relevant details as regards the Applicant and its Application.

• Applicants can contact the Compliance Officer to the Issue/Compliance Officer of our Company/Lead Managers/Co-Lead Managers or the Registrar to the Issue in case of any Pre-Issue related problems. In case of Post-Issue related problems such as non- receipt of Allotment Advice / credit of NCDs in depository’s beneficiary account / refund orders, etc.

PAYMENT OF REFUNDAllotment Advice/ Refund OrdersThe unutilised portion of the Application Amount will be refunded to the Applicant no later than twelve (12) Working Days from the Issue Closing Date in the manner as provided below:

A. In case of Applications made on the Stock Exchanges through the Members of the Syndicate/ Trading Members of the Stock Exchanges by making payment though cheques, the unutilised portion of the Application Amount (includes refund amounts payable to unsuccessful Applicants and also the excess amount paid on Application) will be credited to the Bank Account of the Applicant as per the banking account details as provided with the demat details of the Applicant by way of any of the following modes:

i. Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by us.

ii. NECS – Payment of refund would be done through NECS for Investors having an account at any of the centres where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as available from the Depositories. The payment of refunds through this mode will be done for Applicants having a bank account at any centre where NECS facility has been made available (subject to availability of all information for crediting the refund through NECS).

iii. NEFT – Payment of refund shall be undertaken through NEFT wherever the Investors’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. In case of online payment or wherever the Investors have registered their nine digit MICR number and their bank account number with the depository participant while opening and operating the demat account, the MICR number and their bank account number will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method.

iv. RTGS – If the refund amount exceeds ` 200,000, the Investors have the option to receive refund through RTGS. Charges, if any, levied by the refund bank(s) for the same would be borne by us. Charges, if any, levied by the Investor’s bank receiving the credit would be borne by the Investor.

v. For all other Investors (non-ASBA) the refund orders will be despatched through Speed Post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/ first Investor and payable at par.

vi. Credit of refunds to Investors in any other electronic manner permissible under the banking laws, which are in force and are permitted by the SEBI from time to time.

B. In case of ASBA Applications, the unutilised portion of the Application Amount shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the Issue to the respective SCSBs.

Further,• Allotment of NCDs offered to the public shall be made within a time period of

twelve (12) Working Days from the date of closure of the Issue;• Credit to demat account will be given no later than twelve (12) Working Days

from the date of the closure of the Issue;• Our Company shall pay interest at 15% (fifteen) per annum if Allotment is not

made and refund orders are not dispatched and/or demat credits are not made to investors within twelve (12) Working Days of the Issue Closing Date or date of refusal of the Stock Exchange(s), whichever is earlier. In case listing permission is not granted by the Stock Exchanges to our Company and if such money is not repaid within 8 (eight) days from the day our Company becomes liable to repay it on such account, our Company and every officer in default shall, on and from expiry of 8 (eight) days, be liable to repay the money with interest at the rate of 15% provided that the beneficiary particulars relating to such Applicants as given by the Applicants is valid at the time of the upload of the demat credit.

Our Company will provide adequate funds to the Registrars to the Issue, for this purpose.

TERMS OF THE ISSUE32. Authority for the IssueThe Board of Directors, at their meeting held on May 20, 2013 have approved the public issue of secured, redeemable, non-convertible debentures of face value of ` 1,000/- each, (the “Debentures” or “NCDs”), for an amount up to ` 1,000 million (the “ Issue”)

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33. Principal Terms & Conditions of this IssueThe NCDs being offered as part of the Issue are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI / the Government of India / BSE / NSE / RBI and / or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs.34. TitleIn case of:(i) NCDs held in the dematerialised form, the person for the time being appearing

in the Register of Debenture holders (as defined below) maintained by the Depository; and

(i) The NCDs held in physical form, the person for the time being appearing in the Register of Debenture holders (as defined below) maintained by the Company,

shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the NCD Certificate issued in respect of the NCDs and no person will be liable for so treating the Debenture holder.

No transfer of title of a NCD will be valid unless and until entered on the Register of Debenture holders prior to the Record Date. In the absence of transfer being registered, interest, and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of Debenture holders. In such cases, claims, if any, by the transferees of the NCDs will need to be settled with the transferors of the NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company and the Act shall apply, mutatis mutandis (to the extent applicable) to the NCDs as well.

35. Ranking of NCDs The NCDs would constitute direct and secured obligations of ours and shall

rank paripassu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of exclusive charge on specific receivables of the Company and pari-passu mortgage/pari-passucharge on an identified immovable property. The claims of the NCD Holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements.

36. Face Value The face value of each NCD shall be ` 1,000/-. 37. NCD Holder not a Shareholder The NCD Holders will not be entitled to any of the rights and privileges

available to the equity and/or preference shareholders of our Company.38. Rights of NCD HoldersSome of the significant rights available to the NCD Holders are as follows:1. The NCDs shall not, except as provided in the Act, confer upon the holders

thereof any rights or privileges available to our members including the right to receive notices or annual reports of, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the NCDs is to be placed before the members, the said resolution will first be placed before the concerned registered NCD Holders for their consideration. In terms of Section 219(2) of the Act, holders of NCDs shall be entitled to a copy of the balance sheet and copy of trust deed on a specific request made to us.

2. Subject to applicable statutory/regulatory requirements, including requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us.

3. The registered NCD Holder or in case of joint-holders, the one whose name

stands first in the register of debenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD Holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the NCD Holders shall be in proportion to the outstanding nominal value of NCDs held by him/her.

4. The NCDs are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the NCDs.

5. A register of NCD Holders (“Register of Debenture holders”) will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of NCD Holders as on the Record Date. Further as the NCDs issued are also being issued in Demat form, the Depositories shall also maintain the updated register of holders of the NCDs in Demat Form. In terms of Section 152A of the Companies Act, the register of beneficial owners maintained by a Depository for any NCD in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a Register of Debenture holders for this purpose.

6. Subject to compliance with RBI requirements, NCDs can be rolled over only with the consent of the holders of at least 75% of the outstanding amount of the NCDs after providing at least 21 days prior notice for such roll over and in accordance with the Debt Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

7. The aforementioned rights of the NCD Holders are merely indicative. The final rights of the NCD Holders will be as per the terms of the Prospectus and the Debenture Trust Deed to be executed between our Company and the Debenture Trustee.

39. Minimum SubscriptionIf our Company does not receive the minimum subscription of 75% of the Issue, i.e. ` 750 million, prior to Allotment, the entire subscription shall be refunded to the Applicants within twelve (12) Working Days from the date of closure of the Issue. If there is delay in the refund of subscription by more than eight (8) days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under Section 40 of the Companies Act, 2013.40. Market Lot and Trading LotAs per the Debt Regulations, since trading in the NCDs will be in dematerialized form only, the tradable lot is one Bond. Our Company has made depository arrangements with CDSL and NSDL (“Depositories”) for trading of the NCDs in dematerialized form, pursuant to the tripartite agreement dated February 26, 2013 between our Company, CDSL and the Registrar to the Issue and the tripartite agreement dated February 27, 2013 between our Company, NSDL and the Registrar to the Issue41. Nomination facility to NCD HolderIn accordance with Section 109A of the Act, the sole NCD Holder or first NCD Holder, along with other joint NCD Holders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the NCD. A person, being a nominee, becoming entitled to the NCD by reason of the death of the NCD Holder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the NCD. Where the nominee is a minor, the NCD Holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the NCD(s), in the event of his death, during the minority. A nomination shall stand rescinded upon sale of a NCD by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the NCD is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at our Registered Office or at such other addresses as may be notified by us.NCD Holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission of the NCD(s) to the nominee in the event of demise

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of the NCD Holder(s). The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional.In accordance with Section 109B of the Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, shall upon the production of such evidence as may be required by the Board, elect either:• to register himself or herself as the holder of the NCDs; or• to make such transfer of the NCDs, as the deceased holder could have made.Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, the Board may thereafter withhold payment of all interests or Maturity Amount or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with.For nominations made in dematerialized mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant.42. SuccessionWhere NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the Debenture holder(s). It will be sufficient for our Company to delete the name of the deceased Debenture holder after obtaining satisfactory evidence of his death. Provided, a third person may call on our Company to register his name as successor of the deceased Debenture holder after obtaining evidence such as probate of a will for the purpose of proving his title to the NCDs. In the event of demise of the sole or first holder of the NCDs, our Company will recognize the executors or administrator of the deceased Debenture holders, or the holder of the succession certificate or other legal representative as having title to the NCDs only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The directors of our Company in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be complied with:(a) Documentary evidence to be submitted to the Legacy Cell of the RBI to the

effect that the NCDs were acquired by the non-resident Indian as part of the legacy left by the deceased Debenture holder.

(b) Proof that the non-resident Indian is an Indian national or is of Indian origin. Such holding by a non-resident Indian will be on a non-repatriation basis.

43. Events of DefaultSubject to the terms of the Debenture Trust Deed, the Debenture Trustee at its discretion may, or if so requested in writing by the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a Special Resolution, passed at a meeting of the NCD Holders, (subject to being indemnified and/or secured by the NCD Holders to its satisfaction), give notice to the Company specifying that the NCDs and/or any particular Series of NCDs, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the events listed below occurs. The description below is indicative and a complete list of events of default and its consequences is specified in the Debenture Trust Deed:(i) Default in any payment of the principal amount due in respect of any Series of

the NCDs and such failure continues for a period of 30 days;(ii) Default in any payment of any instalment of interest in respect of any Series of

the NCDs and such failure continues for a period of 15 days;(iii) Default in any payment of any other sum due in respect of any Series of the

NCDs and such failure continues for a period of 15 days;(iv) The Company is (in the reasonable opinion of the Debenture Trustee or as

notified by the Company to the Debenture Trustee), or is deemed by a court of competent jurisdiction under applicable law to be, insolvent or bankrupt or unable to pay a material part of its debts, or stops, suspends or threatens to stop or suspend payment of all or a material part (in the reasonable opinion of the Debenture Trustee) of, or of a particular type of, its debts;

(v) The Company does not perform or comply with one or more of its other material obligations in relation to the NCDs and/or under the Debenture Trust

Deed and/or Security Documents, which default is incapable of remedy or, if in the reasonable opinion of the Debenture Trustee is capable of remedy, is not remedied within 30 days of written notice of such default being provided to the Company by the Debenture Trustee; or

(vi) Any encumbrancer takes possession, or an administrative or other receiver or an administrator is appointed, of the whole or (in the reasonable opinion of the Debenture Trustee) any substantial part of the property, assets or revenues of the Company, and is not discharged within 45 days.

The amount(s) so payable by the Company on the occurrence of one or more Event(s) of Default shall be as detailed in the Debenture Trust Deed. If an Event of Default occurs, which is continuing, the Debenture Trustee may, with the consent of the NCD Holders, obtained in accordance with the Debenture Trust Deed, and with prior written notice to the Company,take action in terms of the Debenture Trust Deed. In the event of a conflict between the terms mentioned here and those in the Debenture Trust Deed, the Bond Trust Deed shall prevail.44. JurisdictionOur Company has in the Debenture Trust Deed agreed, for the exclusive benefit of the Debenture Trustee and the Debenture holders, that the courts in Kolkata are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust or the NCDs and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with the Debenture Trust Deed and the NCDs may be brought only in the courts in Kolkata.45. Application in the IssueIndividual Category Investors shall have the option to apply for NCDs in the physical form through a valid Application Form filled in by the Applicant along with attachment, as applicable. For all other categories of applicants, NCDs being issued through the Prospectus can be applied for in the dematerialized form only through a valid Application Form filled in by the Applicant along with attachment, as applicable. However Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors.46. Issue PeriodThe subscription list shall remain open for a period as indicated below, with an option for early closure or extension by such period, as may be decided by the Board/ 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 on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be.Issue Opens on December 30, 2013Closing Date* January 31, 2014*

*The subscription list shall remain open for a period as indicated above, with an option for early closure or extension by such period, as may be decided by the Board/ 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 on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be.Further please note that Application shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) (“Bidding Period”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs as mentioned on the Application Form, except that on the Issue Closing Date when Applications shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extended time as permitted by Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchanges Platform would be rejected.Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in the Prospectusare Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday

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to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, Trading Members or designated branches of SCSBs is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise.47. Restriction on transfer of NCDs There are no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under RBI requirements and as provided in our Articles of Association. Please refer to the chapter titled “Summary of Main Provisions of the Articles of Association” beginning on page no. 187 Lof thisProspectus.48. Credit Ratings and RationaleBy its letter dated February 26, 2013 and revalidation letter dated December 23, 2013, CARE has assigned a rating of ‘CARE AA- (Double A Minus)’ (Outlook: Stable) to the issue of NCDs by the Issuer to the extent of `3,000million with a minimum tenure of 1 (one) year & maximum tenure of 10 (ten) years with bullet repayment at the end of tenure. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Set out below is an extract of the rating rationale adopted by CARE:“The above ratings continue to draw strength from the satisfactory track record of the company with “Infrastructure Finance Company” status from RBI, established experience of the promoter group with prominent position in infrastructure financing space, continuing growth in advances, diversified resource mix, comfortable asset-liability maturity profile and satisfactory gearing with adequate capitalisation. The ratings are however, constrained by the risk associated with volatility in interest rates, exchange rate risks in respect of foreign currency borrowings, portfolio concentration risk, challenging operating environment in the infrastructure financing space leading to increase in NPA levels and moderate financial performance. The ratings also factor in SIFL’s investment in group companies, majority of which are in infrastructure space and are yet to be divested/diluted to yield commensurate returns. Ability of the company to monetize its strategic investments, improve its asset quality and profitability would remain the key rating sensitivities.”By its letter dated November 4, 2011 and revalidation letter dated December 23, 2013, BRICKWORK has assigned a rating of “BWR AA” (BWR Double A) to the issue of NCDs by the Issuer to the extent of `2,000million. The said rating is valid till June 18, 2014. Instruments with AA rating are considered t to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Set out below is an extract of the rating rationale adopted by BRICKWORK:“Brickwork Ratings (BWR) has assigned the Rating of BWR AA (BWR Double A)for the long-term secured NCD Issues of ` 300 Cr &` 200 Cr and for the long-term unsecured NCD Issuance of ` 250 Cr of SREI Infrastructure Finance Ltd (SIFL).The rating, inter alia, factors experience of the Promoter Group in infrastructure financing business, adequate capitalisation and the Infrastructure Finance Company status as per RBI’s prescribed norms. However, the rating is constrained by high ticket size of infrastructure loans, portfolio concentration with high exposure to power sector, deteriorating assets quality, high level of strategic investments, mark to market losses on unhedged ECB’s and cash flow pressure in overall infrastructure lending industry ”49. Application SizeEach Application should be for a minimum of 10 NCDs and multiples of 1 NCD thereof. The minimum Application size for each Application for NCDs would be ` 10,000/- (for any Series of NCDs taken individually or collectively) and in multiples of ` 1,000/- thereafter. Institutional Category Investor(s) can only subscribe to Series I, Series III and Series V NCDs and Non Institutional Category Investor(s) can only subscribe to Series I, Series II, Series III, Series IV, Series V, Series VI and Series VII NCDs whereas Individual Category Investor(s) can subscribe to Series I, Series II, Series III, Series IV, Series V, Series VI and Series VII NCDs. Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.50. Retention of oversubscriptionOur Company is making a public Issue of NCDs aggregating upto ` 1,000 million.51. Allotment of NCDs

Deemed Date of AllotmentThe Deemed Date of Allotment for the NCDs shall be the date on which the Board of Directors or duly authorized committee thereof approves the allotment of NCDs or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the Stock Exchanges. All benefits under the NCDs including payment of interest will accrue to the NCD Holders from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment.Grouping of Applications and Allocation RatioFor the purposes of the basis of allotment:A. Applications received from Category I Applicants: Applications received from

Category I, shall be grouped together,(“ Institutional Portion”);B. Applications received from Category II Applicants: Applications received from

Category II, shall be grouped together,(“Non-Institutional Portion”);C. Applications received from Category III Applicants: Further with respect

to Applications received from Category III applicants), shall be grouped together,(“Individual Category Portion”).

For removal of doubt, “Institutional Portion”, “Non-Institutional Portion” and “Individual Category Portion” are individually referred to as “Portion” and collectively referred to as “Portions”.Allocation Ratio

Institutional Portion Non-Institutional Portion Individual Category Portion20% of Overall Issue

Size20% of Overall Issue Size 60 % of Overall Issue Size

52. Basis of Allotment for NCDs(a) Allotments in the first instance:(i) Applicants belonging to the Institutional Portion, in the first instance, will be

allocated NCDs upto 20% of Issue Size on first come first served basis which would be determined on the basis of upload of their Applications in to the electronic book with Stock Exchanges;

(ii) Applicants belonging to the Non-Institutional Portion, in the first instance, will be allocated NCDs upto 20% of Issue Size on first come first served basis which would be determined on the basis of upload of their Applications in to the electronic book with Stock Exchanges;

(iii) Applicants belonging to the Individual Category Portion, in the first instance, will be allocated NCDs upto 60% of Issue Size on first come first served basis which would be determined on the basis of upload of their Applications in to the electronic book with Stock Exchanges;

(b) Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-come first-serve basis, based on the date of upload of each Application in to the Electronic Book with Stock Exchange, in each Portion subject to the Allocation Ratio.However, on the date of oversubscription, the allotments would be made to the applicants on proportionate basis.

Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI, which amends the provisions of circular (No. CIR./IMD/DF-1/20/2012) dated July 27, 2012 to the extent that it provides for allotment in public issues of debt securities to be made on the basis of date of upload of each application into the electronic book of the Stock Exchanges, as opposed to the date and time of upload of each such application. In the event of, and on the date of oversubscription, however, allotments in public issues of debt securities is to be made on a proportionate basis.

(c) Under Subscription: Under subscription, if any, in any Portion, priority in allotments will be given in

the following order: i. Individual Category Portion ii. Non-Institutional Portion iii. Institutional Portion Within each Portion, priority in Allotments will be given on a first-come-first-

serve basis, based on the date of upload of each Application into the electronic system of the Stock Exchanges.

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(d) For each Portion, all Applications uploaded in to the Electronic Book with Stock Exchanges would be treated at par with each other. Allotment would be on proportionate basis, where NCDs uploaded into the Platform of the Stock Exchanges on a particular date exceeds NCDs to be allotted for each Portion respectively.

(e) Minimum allotments of 1 (one) NCD and in multiples of 1 (one) NCD thereafter would be made in case of each valid Application.

(f) Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible,

will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date of oversubscription (based on the date of upload of each Application into the Electronic Book with Stock Exchanges, in each Portion).

(g) Proportionate Allotments: For each Portion, on the date of oversubscription:i) Allotments to the Applicants shall be made in proportion to their respective

Application size, rounded off to the nearest integer,ii) If the process of rounding off to the nearest integer results in the actual

allocation of NCDs being higher than the Issue size, not all Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference,

iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the basis of allotment is finalized by draw of lots in a fair and equitable manner.

(h) Applicant applying for more than one Series of NCDs: If an Applicant has applied for more than one Series of NCDs, and in case such

Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series-wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers, the Co-Lead Managers and Designated Stock Exchange.

All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company in consultation with the Lead Managers, Co-Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus. Any other queries / issues in connection with the Applications will be appropriately dealt with and decided upon by our Company in consultation with the Lead Managers and Co-Lead Managers.

Our Company shall allocate and allot Series III NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series or have applied for wrong Series. If any Institutional investor applies for Series II and/or Series IV and/or Series VI and/or Series VII NCDS by inadvertence, then such Institutional investor shall be allotted Series III NCDs if the Application is otherwise found to be valid.

Please note in case KYC documents are not proper, Registrar shall hold back physical certificate allotted to the Applicant pending receipt of complete KYC documents from Applicant and the Company shall keep in abeyance the payment of interest or other benefits, till such time. The Company shall also not be liable to pay interest for delay in despatch of the certificate in case of delay caused due to non-receipt of proper KYC documents to the satisfaction of the Registrar.

53. Investor Withdrawals and Pre-closureInvestor Withdrawal: Applicants are allowed to withdraw their Applications at any time prior to the Issue Closing Date.Pre-closure: Our Company, in consultation with the Lead Managers and/or Co-Lead Managers reserves the right to close the Issue at any time prior to the Closing Date, subject to receipt of minimum subscription for NCDs aggregating to 75% of the Issue. Our Company shall allot NCDs with respect to the Applications received at the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements.

54. Utilization of Application AmountThe sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such funds as per applicable provisions of law(s), regulations and approvals.55. Form of Allotment & DenominationAs per the Debt Regulations, the trading of the NCDs shall be in dematerialized form only. Irrespective of whether the NCDs are held in dematerialized or physical form, the trading of the NCDs on the Stock Exchanges shall be in dematerialized form only in multiples of one (1) NCD (“Market Lot”).Individual Category Investors shall have the option to apply for NCDs in the physical form. Such NCDs which are allotted in the physical form shall not be eligible for being traded on the floor of the Stock Exchanges unless such NCDs are converted into the dematerialized form, but shall be freely transferable otherwise, subject to applicable statutory and/or regulatory requirements. Allotment in the Issue to all Allottees (other than Individual Category Investors who have opted for allotment of NCDs in the physical form), will be in electronic form in multiples of one NCD. For details of allotment refer to chapter titled “Issue Procedure” under section titled “Issue Related Information” beginning on page no. 155 of thisProspectus.In case of NCDs held in physical form, a Consolidated NCD Certificate will be issued to the NCD Holder for the aggregate amount for each type of NCDs. The Applicant can also request for the issue of NCD certificates in denomination of one NCD (“Market Lot”).In respect of Consolidated NCD Certificates, we will, only upon receipt of a request from the NCD Holder, split such Consolidated NCD Certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged for splitting of NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the NCD Holder. The request for splitting should be accompanied by the original NCD certificate which would then be treated as cancelled by us.56. Buy Back of NCDsOur Company may, from time to time, consider, subject to applicable statutory and / or regulatory requirements, buy-back of NCDs, upon such terms and conditions, as may be decided by our Company.57. Right to Reissue NCD(s)Subject to the provisions of the Act, where we have repurchased any NCD(s), we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs.58. Transfer/Transmission of NCD (s)The provisions relating to transfer and transmission and other related matters in respect of our shares containedin the Companies, 1956 (to the extent applicable)/ Companies Act, 2013, as the case may be and the Company’sArticles of Association will apply, mutatis mutandis (to the extent applicable to debentures) to the NCDs.The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Act. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Articles and the Act shall apply, mutatis mutandis (to the extent applicable to debentures) to the NCD(s) as well. In respect of the NCDs held in physical form, a suitable instrument of transfer as may be prescribed by the Issuer may be used for the same. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid to the person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar.For NCDs held in electronic form:The normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of the NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

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In case the transferee does not have a DP account, the seller can re-materialise the NCDs and thereby convert his dematerialised holding into physical holding. Thereafter the NCDs can be transferred in the manner as stated above.In case the buyer of the NCDs in physical form wants to hold the NCDs in dematerialised form, he can choose to dematerialise the securities through his DP.59. Sharing of InformationWe may, at our option, use on our own, as well as exchange, share or part with any financial or other information about the NCD Holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information.60. NoticesAll notices to the NCD Holder(s) required to be given by us or the Debenture Trustee will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time.61. Issue of Duplicate NCD Certificate(s)If any NCD certificate(s) is/are mutilated or defaced or the cages for recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible.If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled.62. Put/Call OptionThere is no put or call option for the NCDs.63. Trustees for the NCD HoldersWe have appointed Axis Trustee Services Limited to act as the Debenture Trustees for the NCD Holders. We and the Debenture Trustee will execute a Debenture Trust Deed,inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD Holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s).The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost.64. Future BorrowingsWe will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority,paripassu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the cture including the issue of shares of any class, on such terms and conditions as we may think appropriate, without the consent of, or intimation to, the NCD Holders or the Debenture Trustee in this connection.65. ImpersonationAttention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act2013, reproduced below:“Any person who:(a) makes or abets making of an application in a fictitious name to a company for

acquiring, or subscribing for, its securities; or(b) makes or abets making of multiple applications to a company in different

names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name,shall be liable for action under Section 447.”

66. Lien Our Company will have the right of set-off and lien, present as well as future on the moneys due and payable tothe NCD Holder, to the extent of all outstanding dues, if any by the NCD Holder to our Company.67. Lien on Pledge of NCDsSubject to applicable laws, our Company, at its discretion, may note a lien on pledge of NCDs if such pledge of NCDs is accepted by any bank or institution for any loan provided to the NCD Holder against pledge of such NCDs as part of the funding.68. Procedure for Rematerialisation of NCDsNCD Holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any time after Allotment in accordance with the applicable procedure stipulated by the DP, in accordance with the Depositories Act and/or rules as notified by the Depositories from time to time.69. Guarantee/Letter of ComfortThe Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent.

INTEREST AND PAYMENT OF INTEREST70. Interest on NCDsIn case of Series I NCDs, interest would be paid annually at 11.00 % per annum on the amount outstanding from time to time, for Category I (Institutional Category) commencing from the Deemed Date of Allotment of each Series I NCD.In case of Series I NCDs, interest would be paid annually at 11.00% per annum on the amount outstanding from time to time, for Category II (Non-Institutional Category) commencing from the Deemed Date of Allotment of each Series I NCD.In case of Series I NCDs, interest would be paid annually at 11.25% per annum on the amount outstanding from time to time, for Category III (Individual Category) commencing from the Deemed Date of Allotment of each Series I NCD.Series I NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 2 years from the Deemed Date of Allotment. Series II NCDs shall be shall be redeemed at the end of 2 years for Category II (Non-Institutional Category) from the Deemed Date of Allotment at `1232/- (Face Value per NCD plus Premium per NCD) subject to applicable tax deducted at source if any.Series II NCDs shall be shall be redeemed at the end of 2 years for Category III (Individual Category) from the Deemed Date of Allotment at `1238/- (Face Value per NCD plus Premium per NCD) subject to applicable tax deducted at source if any. In case of Series III NCDs, interest would be paid annually at 11.25 % per annum on the amount outstanding from time to time, for Category I (Institutional Category) commencing from the Deemed Date of Allotment of each Series III NCD.In case of Series III NCDs, interest would be paid annually at 11.25% per annum on the amount outstanding from time to time, for Category II (Non-Institutional Category) commencing from the Deemed Date of Allotment of each Series III NCD.In case of Series III NCDs, interest would be paid annually at 11.50% per annum on the amount outstanding from time to time, for Category III (Individual Category) commencing from the Deemed Date of Allotment of each Series III NCD.Series III NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 3 years from the Deemed Date of Allotment.In case of Series IV NCDs shall be redeemed at the end of 3 years for Category II (Non-Institutional Category) from the Deemed Date of Allotment at `1377/- (Face Value per NCD plus Premium per NCD) subject to applicable tax deducted at source if any.In case of Series IV NCDs shall be redeemed at the end of 3 years for Category III (Individual Category) from the Deemed Date of Allotment at `1387/- (Face Value per NCD plus Premium per NCD) subject to applicable tax deducted at source if any.In case of Series V NCDs, interest would be paid annually at 11.50 % per annum on the amount outstanding from time to time, for Category I (Institutional Category) commencing from the Deemed Date of Allotment of each Series V NCD.In case of Series V NCDs, interest would be paid annually at 11.50 % per annum on the amount outstanding from time to time, for Category II (Non-Institutional Category) commencing from the Deemed Date of Allotment of each Series V NCD.In case of Series V NCDs, interest would be paid annually at 11.75 % per annum on the amount outstanding from time to time, for Category III (Individual Category) commencing from the Deemed Date of Allotment of each Series V NCD.

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Series V NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 5 years from the Deemed Date of Allotment.In case of Series VI NCDs, interest would be paid monthly at 10.94 % per annum on the amount outstanding from time to time, for Category II (Non-Institutional Category) commencing from the Deemed Date of Allotment of each Series VI NCD.In case of Series VI NCDs, interest would be paid monthly at 11.16 % per annum on the amount outstanding from time to time, for Category III (Individual Category) commencing from the Deemed Date of Allotment of each Series VI NCD.Series VI NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 5 years from the Deemed Date of Allotment.In case of Series VII NCDs, interest would be paid annually at 12.00 % per annum on the amount outstanding from time to time, in the first year, annually at 11.50 % per annum on the amount outstanding from time to time, in the second year, annually at 11.50 % per annum on the amount outstanding from time to time, in the third year, annually at 11.25 % per annum on the amount outstanding from time to time, in the fourth year, annually at 11.25 % per annum on the amount outstanding from time to time, in the fifth year for Category II (Non-Institutional Category) commencing from the Deemed Date of Allotment of each Series VII NCD.In case of Series VII NCDs, interest would be paid annually at 12.50 % per annum on the amount outstanding from time to time, in the first year, annually at 12.00 % per annum on the amount outstanding from time to time, in the second year, annually at 11.50 % per annum on the amount outstanding from time to time, in the third year, annually at 11.25 % per annum on the amount outstanding from time to time, in the fourth year, annually at 11.25 % per annum on the amount outstanding from time to time, in the fifth year for Category III (Individual Category) commencing from the Deemed Date of Allotment of each Series VII NCD.Series VII NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of 5 years from the Deemed Date of Allotment.Investors in the proposed NCD who fall under Individual Category and who are holder of NCD(s)/Bond(s) previously issued by the Company in past public issues and/ or are equity shareholder(s) of SREI Infrastructure Finance Limited / Company on the Deemed Date Of Allotment, shall be eligible for additional coupon of 0.25 % p.a. provided the proposed NCDs are held by the investors on the relevant record date applicable for payment of respective coupon in respect of Series I, III, V, VI and VII and are NCD holders on the record date for redemption of NCD in case of series II and IV. For Investors applying in Series II and Series IV NCDs, the maturity amount at redemption along with the additional coupon would be ` 1249/- and `1396/- respectively. The additional coupon will be maximum of 0.25% p.a., for Investors in the proposed Issue, who are holding NCD(s)/Bond(s) previously issued by the Company in past public issues and are also equity shareholder(s) of the SREI Infrastructure Finance Limited / Company.On any relevant Record Date the Registrar and/or our Company shall determine the list of the Primary holders of this issue and identity such Investor/ NCD Holders, (based on their DP identification and /or PAN and/or entries in the Register of NCD Holders), and make applicable coupon/interest payments. The additional coupon will be given only on the NCDs allotted in this issue. In case if any NCD is bought/acquired from secondary market or from open market, additional coupon will not be paid on such bought/acquired NCD. In case the primary holder sell/gifts/transfer any NCDs allotted in this public issue, additional coupon will not be paid on such sold/gifted/transferred NCDexcept in case where NCDs are transferred to the Joint holder/Nominee in case of death of the primary holder.In the event, the interest / payout of total coupon / redemption amount is a fraction and not an integer, such amount will be rounded off to the nearest integer. By way of illustration if the redemption amount is `1,837.5, then the amount shall be rounded off to ` 1,838/-.Subject to the terms and conditions in connection with computation of applicable interest on the Record Date as stated on page no. 144 of the Prospectus, please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of the Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs.Payment of Interest will be made to those NCD Holders whose names appear in the register of NCD Holders (or to first holder in case of joint-holders) as on Record Date.

Please note that the determination and relevance of investor categories is only at the time of Application for and allotment of NCDs. NCDs once allotted with respective ISIN will continue to bear the applicable tenor, coupon and maturity amount as at the time of original allotment, and such tenor, coupon and Maturity Amount as at the time of original allotment will not be impacted by trading of such NCDs between investor categories in the secondary market.71. Interest and Payment of InterestPayment of Interest will be made to those NCD Holders whose names appear in the register of NCD Holders (or to first holder in case of joint-holders) as on Record Date.We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the investors. In such cases, interest, on the Interest Payment Date, would be directly credited to the account of those investors who have given their bank mandate.We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to help NCD Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Refer to the paragraph on “Manner of Payment of Interest / Refund / Maturity Amount” at page no. 42 in the Prospectus.Tax exemption certificate/document, if any, must be lodged at the office of the Registrar at least 7(seven) days prior to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted.Any tax exemption certificate/document must be lodged at the office of the Registrar at least 7(seven) days prior to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted.As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no tax will be deducted at source from the interest on listed NCDs held in the dematerialized form.However in case of NCDs held in physical form, as per the current provisions of the IT Act, tax will not be deducted at source from interest payable on such NCDs held by the investor (in case of resident Individuals and HUFs), if such interest does not exceed ` 5,000 in any financial year. If interest exceeds the prescribed limit of ` 5,000 on account of interest on the NCDs, then the tax will be deducted at applicable rate. However in case of NCD Holders claiming non-deduction or lower deduction of tax at source, as the case may be, the NCD Holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by Individuals who are of the age of 60 years or more (ii) Form 15G which can be given by all Applicants (other than companies, and firms ), or (b) a certificate, from the Assessing Officer which can be obtained by all Applicants (including companies and firms) by making an Application in the prescribed form i.e. Form No. 13. The aforesaid documents, as may be applicable, should be submitted to our Company quoting the name of the sole/ first NCD Holder, NCD folio number and the distinctive number(s) of the NCD held, prior to the Record Date to ensure non-deduction/lower deduction of tax at source from interest on the NCD. The investors need to submit Form 15H/ 15G/certificate in original from Assessing Officer for each financial year during the currency of the NCD to ensure non-deduction or lower deduction of tax at source from interest on the NCD.If any Coupon/Interest Payment Date falls on a day that is not a Working Day, the payment shall be made on the immediately succeeding Working Day. If the Redemption Date/Maturity Date (also being the last Coupon/Interest Payment Date) of anySeries of the NCDs falls on a day that is not a Working Day, the redemption/maturity proceeds shall be paid on theimmediately preceding Working Day along with interest accrued on the NCDs until but excluding the date ofsuch payment.Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force.

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20 SREI INFRASTRUCTURE FINANCE LIMITED

MANNER OF PAYMENT OF INTEREST/ REFUND/ MATURITY AMOUNT

The manner of payment of Maturity Amounts is set out below:NCDs held in physical form:The Maturity Amounts will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD certificate(s)). Despatch of cheques/pay order, etc. in respect of such payment will be made on the Maturity Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate. The transferees, if any, should ensure lodgement of the transfer documents with us at least 7 (seven) days prior to the Maturity Date. In case the transfer documents are not lodged with us at least 7 (seven) days prior to the Maturity Date and we dispatch the Maturity Amount(s) to the transferor, claims in respect of the maturity proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrars.Our liability to holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the Maturity Date in all events and when we dispatch the Maturity Amounts to the NCD Holder(s).Further, we will not be liable to pay any interest, income or compensation of any kind from the date of payment of Maturity Amounts of the NCD(s).We may at our discretion pay the Maturity Amounts without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the maturity proceeds would be paid to those NCD Holders whose names stand in the register of NCD Holders maintained by us on the Maturity Date fixed for the purpose of payment of Maturity Amounts. In such case, the NCD certificates would be deemed to have been cancelled.NCDs held in electronic form:On the Maturity Date, Maturity Amounts would be paid by cheque /pay order / electronic mode to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the Maturity Date fixed for the purpose of payment of Maturity Amounts.These NCDs may be simultaneously extinguished to the extent of the Maturity Amounts paid through appropriate debit corporate action upon payment of the corresponding Maturity Amounts of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD Holders.Our liability to NCD Holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of payment of Maturity Amounts in all events and when we dispatch the Maturity Amounts to the NCD Holder(s).Further, we will not be liable to pay any interest, income or compensation of any kind from the date of payment of Maturity Amounts of the NCD(s).Effect of holidays on paymentsIf any Coupon/Interest Payment Date falls on a day that is not a Working Day, the payment shall be made on the immediately succeeding Working Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon/Interest Payment Date. If the Redemption Date/Maturity Date (also being the last Coupon/Interest Payment Date) of any Series of the NCDs falls on a day that is not a Working Day, the redemption/maturity proceeds shall be paid on the immediately preceding Working Day along with interest accrued on the NCDs until but excluding the date of such payment. For illustrations for guidance in respect of the day count convention and effect of holidays on payments please refer to page 130 of the Prospectus.Manner of Payment of Interest / Refund / Maturity AmountThe manner of payment of interest / refund / Maturity Amount in connection with the NCDs is set out below:For NCDs applied / held in electronic form:The bank details will be obtained from the Depositories for payment of Interest / refund / Maturity Amount as the case may be. Applicants who have applied for or are holding the NCDs in electronic form, are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to the Applicant at the

Applicant’s sole risk, and the Lead Managers, Co-Lead Managers, our Company or the Registrar to the Issue shall have any responsibility and undertake any liability for the same.For NCDs held in physical form:The bank details will be obtained from the Registrar to the Issue as available to them for payment of interest / refund / Maturity Amount as the case may be.The mode of interest / refund / Maturity Amount payments shall be undertaken in the following order of preference:1. Direct Credit Investors having their bank account with the Refund Banks, shall be eligible to

receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to their bank account with the Refund Banker.

2. NECS Payment of interest / refund / Maturity Amount shall be undertaken through

NECS for Applicants having an account at the centres mentioned in NECS MICR list.

This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code, IFSC code, bank account number, bank name and branch name as appearing on a cheque leaf, from the Depositories.

3. RTGS Applicants having a bank account with a participating bank and whose interest

payment / refund / Maturity Amount exceeds ` 2 lacs, or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS. Such eligible Applicants who indicate their preference to receive interest payment / refund / Maturity Amount through RTGS are required to provide the IFSC code in the Application Form or intimate our Company and the Registrars to the Issue at least 7 (seven) days before the Record Date. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant. In the event the same is not provided, interest payment / refund / Maturity Amount shall be made through NECS subject to availability of complete bank account details for the same as stated above.

4. NEFT Payment of interest / refund / Maturity Amount shall be undertaken through

NEFT wherever the Applicants’ bank has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a Magnetic Ink Character Recognition (“MICR”), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine digit MICR number and their bank account number while opening and operating the de-mat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of interest/refund/ Maturity Amount will be made to the Applicants through this method.

5. Speed Post For all other Applicants, including those who have not updated their bank

particulars with the MICR code and if the interest payment through NECS to such Applicants is unsuccessful the interest payment shall be dispatched by ordinary post for value up to ` 1,500/- and through Speed Post for interest payment of value above ̀ 1,500/-. The refund orders shall be dispatched through Speed Post.

Please note that Applicants are eligible to receive payments through the modes detailed in (1), (2) (3), (4) and (5) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed / available.

Please note that our Company shall not be responsible to the holder of NCD, for any delay in receiving credit of interest / refund / Maturity Amount so long as our Company has initiated the process of such request in time.

Printing of Bank Particulars on Interest Warrants As a matter of precaution against possible fraudulent encashment of refund

orders and interest warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing on the orders/ warrants. In relation to NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In case

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

21SREI INFRASTRUCTURE FINANCE LIMITED

of NCDs held in physical form either on account of allotment (to Individual Category) or rematerialisation or transfer, the investors are advised to submit their bank account details with our Company / Registrar at least 7 (seven) days prior to the Record Date failing which the orders / warrants will be dispatched to the postal address of the holder of the NCD as available in the records of our Company.

Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified.

INTEREST ON APPLICATION AND REFUND MONEY72. Interest on Application Amounts received, which are used towards Allotment of NCDsThe Company shall pay to the successful Applicants, interest at the rate of 10.00% p.a. on the Application Amount allotted, for the period commencing from 3 (three) days from the date of upload of the Application Form on the electronic book of the Stock Exchange, or the date of realization of the Application Amount, whichever is later, 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. Interest on Application Amount as mentioned above shall be paid within 7 (Seven) Working Days from the Deemed Date of Allotment for all the Series of NCDs.However no interest is to be paid on Application Amount(s) to the ASBA Applicants.Our Company may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the applicants. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the applicant, to the sole/first applicant.73. TDS on Interest on Application AmountInterest on Application Amount is subject to deduction of income tax under the provisions of the Income Tax Act or any other statutory modification or re-enactment thereof, as applicable. Tax exemption certificate/declaration of non-deduction of tax at source on interest on Application Amount, if any, should be submitted along with the Application Form.74. Interest on Application Amounts received, which are liable to be refundeda) We 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 172 provisions 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 BSE and NSE, whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 2.50% p.a. 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.

b) A tax deduction certificate will be issued for the amount of income tax so deducted.

Provided that, notwithstanding anything contained hereinabove, our Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid Applications or Applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. Please see section titled “Rejection of Application” on page 169 of the Prospectus.

REJECTION OF APPLICATIONThe Board of Directors and/or any committee of our Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof.Application may be rejected on one or more technical grounds, including but not restricted to:• Amount paid doesn’t tally with the amount payable for the NCDs applied for.

However, our Company may allot NCDs up to the value of application monies paid, if such Application Monies exceed the minimum Application Size as prescribed hereunder;

• PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided such claims have been verified by the Depository Participants;

• GIR number furnished instead of PAN;• Date of Birth for First/ Sole Applicant for persons applying for allotment of

NCDs in physical form not mentioned in the Application Form; • Bank account details not given, for Applicants seeking allotment in physical

mode;• Applications for amounts greater than the maximum permissible amounts

prescribed by applicable regulations;• Applications by persons/entities who have been debarred from accessing the

capital markets by SEBI;• Applications by any persons outside India, including Applications by OCBs;• Any Application for an amount below the minimum Application size;• Application for number of NCDs, which are not in multiples of one;• Category not ticked;• Payment option not ticked;• Application under power of attorney or by limited companies, corporate, trust

etc., where relevant documents are not submitted;• Application Form does not have Applicant’s depository account details and has

not opted for Allotment of NCDs in physical form;• Applications accompanied by Stockinvest/money order/postal order;• Application Forms not delivered by the Applicant within the time prescribed as

per the Application Form and the Prospectus and as per the instructions in the Prospectus and the Application Form;

• In case the subscription amount is paid in cash;• In case no corresponding record is available with the Depositories that matches

three parameters namely, names of the applicant, the Depository Participant’s Identity and the beneficiary’s account number;

• Applications submitted directly to the Escrow Collection Banks, if such bank is not the SCSB;

• Application Form accompanied with more than one cheque;• Application not uploaded in to the Platform of the Stock Exchanges.• Applications submitted directly to the Escrow Collection Banks, if such bank is

not the SCSB;• Application Form accompanied with more than one cheque; • Applications not being signed by the sole/joint Applicants; • For Applications in demat mode, DP ID/Client ID/PAN as per Electronic file

does not match with depository records• Applications by persons who are not eligible to acquire NCDs of our Company

in terms of applicable laws, rules, regulations, guidelines and approvals;• ASBA Application Forms not being signed by the ASBA Account holder;• ASBA Applications not having details of the ASBA Account to be blocked;• With respect to ASBA Applications, inadequate funds in the ASBA Account

to enable the SCSB to block the Application Amount specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds;

• Applications where clear funds are not available in the Applicant’s bank account as per final certificates from Escrow Collection Banks;

• Applications by persons not competent to contract under the Indian Contract Act, 1872 including a minor without the name of a guardian;

• Copy of KYC documents not provided in case of option to hold NCDs in physical form;

• Authorization to the SCSB for blocking funds in the ASBA Account not provided;

• Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the Stock Exchanges, as applicable;

• Applications by Applicants whose demat accounts have been ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;

• ASBA Applications submitted to the Members of Syndicate or Trading Members of the Stock Exchanges at locations other than the Specified Cities or at a Designated Branch of a SCSB where the ASBA Account is not maintained, and ASBA Applications submitted directly to an Escrow Collecting Bank

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22 SREI INFRASTRUCTURE FINANCE LIMITED

(assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;

• Application for allotment in physical form for Series VI NCDs;Kindly note that The ASBA Applications being submitted with the Member of the Syndicate or with the Trading Members of the Stock Exchanges should be submitted at the Syndicate ASBA Centres (only in Specified Cities). Further, ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchanges at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has not named at least one Designated Branch at that Specified City for the Members of the Syndicate or Trading Members of the Stock Exchanges, as the case may be, to deposit ASBA Applications (A list of such branches is available at http://www.sebi.gov.in).

MATURITYSubject to Buy Back of the NCDs, the procedure upon maturity is set out below:NCDs held in physical form:No action would ordinarily be required on the part of the Individual category holder at the time of Maturity of the NCDs and the Maturity Amount(s) would be paid to those Individual category holders whose names stand in the register of NCD Holders maintained by us on the Maturity Date fixed for the purpose of payment of Maturity Amount(s). However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint holders (signed on the reverse of the NCD certificate(s)) be surrendered upon maturity and should be sent by the Individual category holder(s) by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. Individual category holder (s) may be requested to surrender the NCD certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment.We may at our discretion pay the Maturity Amount(s) without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the Maturity Amount(s) would be paid to those NCD Holders whose names stand in the register of NCD Holders maintained by us on the Maturity Date fixed for the purpose of payment of Maturity Amounts. In such case, the NCD certificates would be deemed to have been cancelled. Also see the paragraph on “Payment on Maturity” given below.NCDs held in electronic form:No action is required on the part of NCD Holder(s) at the time of payment of Maturity Amounts.75. Payment on MaturityThe manner of payment of Maturity Amounts is set out below:NCDs held in physical form:The Maturity Amounts will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD certificate(s)). Despatch of cheques/pay order, etc. in respect of such payment will be made on the Maturity Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate. The transferees, if any, should ensure lodgement of the transfer documents with us at least 7 (seven) days prior to the Maturity Date. In case the transfer documents are not lodged with us at least 7 (seven) days prior to the Maturity Date and we dispatch the Maturity Amount(s) to the transferor, claims in respect of the maturity proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrars.Our liability to holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the Maturity Date in all events and when we dispatch the Maturity Amounts to the NCD Holder(s).Further, we will not be liable to pay any interest, income or compensation of any kind from the date of payment of Maturity Amounts of the NCD(s).We may at our discretion pay the Maturity Amounts without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the maturity proceeds would be paid to those NCD Holders whose names stand in the register of NCD Holders maintained by us on the Maturity Date fixed for the purpose of payment

of Maturity Amounts. In such case, the NCD certificates would be deemed to have been cancelled.NCDs held in electronic form:On the Maturity Date, Maturity Amounts would be paid by cheque /pay order / electronic mode to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the Maturity Date fixed for the purpose of payment of Maturity Amounts.These NCDs may be simultaneously extinguished to the extent of the Maturity Amounts paid through appropriate debit corporate action upon payment of the corresponding Maturity Amounts of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD Holders.Our liability to NCD Holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of payment of Maturity Amounts in all events and when we dispatch the Maturity Amounts to the NCD Holder(s).Further, we will not be liable to pay any interest, income or compensation of any kind from the date of payment of Maturity Amounts of the NCD(s).Effect of holidays on paymentsIf any Coupon/Interest Payment Date falls on a day that is not a Working Day, the payment shall be made on the immediately succeeding Working Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon/Interest Payment Date. If the Redemption Date/Maturity Date (also being the last Coupon/Interest Payment Date) of any Series of the NCDs falls on a day that is not a Working Day, the redemption/maturity proceeds shall be paid on the immediately preceding Working Day along with interest accrued on the NCDs until but excluding the date of such payment. For illustrations for guidance in respect of the day count convention and effect of holidays on payments please refer to page 130 of the Prospectus.

OTHER INFORMATION76. Issuance mode of the InstrumentCompulsorily in dematerialized form to all categories of investors other than Individual Category Investors who have opted for allotment of NCDs in the physical form in the manner prescribed herein. Only Category III Investors can apply for allotment of NCDs in the physical form. However Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors.77. Trading mode of the InstrumentThe trading of the NCDs on the floor of the Stock Exchanges shall be in dematerialized form only.78. Business Day ConventionIf any Coupon/Interest Payment Date falls on a day that is not a Working Day, the payment shall be made on the immediately succeeding Working Day. If the Redemption Date/Maturity Date of anySeries of the NCDs falls on a day that is not a Working Day, the redemption/maturity proceeds shall be paid on theimmediately preceding Working Day along with interest accrued on the NCDs until but excluding the date ofsuch payment.79. Record DateIn connection with Series I, Series III, Series V and Series VII NCDs, 15 (Fifteen) Working Days prior to the date on which interest is due and payable, or the date of redemption, or as may be prescribed by the Stock Exchanges, and In connection with Series VI NCDs, 7 (Seven) Working Days prior to the date on which interest is due and payable, or the date of redemption, or as may be prescribed by the Stock Exchanges and in connection with Series II and IV NCDs, 15 (Fifteen) Working Days prior to the date of redemption or as may be prescribed by the Stock Exchanges. If the Record Date falls on falls on a day that is not a Working Day, then immediate subsequent trading day will be deemed as Record Date.80. Trustees for the NCD HoldersWe have appointed Axis Trustee Services Limited to act as the Debenture Trustees for the NCD Holders. We and the Debenture Trustee will execute a Debenture Trust Deed,inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD Holder(s). Any payment

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

23SREI INFRASTRUCTURE FINANCE LIMITED

made by us to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s).The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost.81. Pre-Issue AdvertisementSubject to Section 30 of the Companies Act 2013, our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under Debt Regulations. Material updates, if any, between the date of filing of the Prospectus with ROC and the date of release of this statutory advertisement will be included in the statutory advertisement.82. ListingThe NCDs offered through the Prospectus are proposed to be listed on the Stock Exchanges. Our Company had made an application to BSE and NSE for in-principle approval and the same was received vide BSE’s letter ref no. DCS/SP/PI-Bond/13/13-14 dated December 18, 2013 and NSE’s letter ref no. NSE/LIST/225001-H dated December 18, 2013 respectively. For the purposes of the Issue, BSE shall be the Designated Stock Exchange.If permissions to deal in and for an official quotation of our NCDs are not granted by BSE and NSE, our Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the Prospectus.Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at Stock Exchanges are taken within twelve (12) Working Days from the date of closure of the Issue. For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the Series, such NCDs with Series(s) shall not be listed.83. Utilization of Issue Proceedsi. All monies received pursuant to the Issue of NCDs to public shall be transferred

to a separate bank account other than the bank account referred to in section 40 of the Companies Act, 2013.

ii. Details of all monies utilized out of Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been utilised;

iii. Details of all unutilized monies out of issue of NCDs, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested.

iv. We shall utilize the Issue proceeds only upon allotment of NCDs as stated in the Prospectus and on receipt of the minimum subscription of 75% of the Issue; and

v. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property; however the Issue Proceeds may be used for issuing Loans against securities.

84. Debenture Redemption ReserveRegulation 16 of the Debt Regulations and Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The MCA has, through its General Circular No. 9 / 2002 dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest till the debentures are cancelled or matured. The limits provided under the said Circular has undergone revision vide Department of Company Affairs General Circular No. 4/2013 No. 11/02/2012-CL-V(A) dated February 11, 2013 which specifies that NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act) shall create DRR to the extent of 25 per cent of the value of the debentures issued through public issue. Accordingly our Company is required to create a DRR of 25% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of our Company only if there is profit for the particular year and there is no obligation on the part of our Company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts to DRR, from its profits every year until such NCDs are repaid. The Department of Company Affairs General Circular No. 4/2013 No. 11/02/2012-CL-V(A) dated February 11, 2013 further provides that every company required to create/maintain DRR shall before the 30th day of April of each

year, deposit or invest, as the case may be; a sum which shall not be less than fifteen per cent of the amount of its debentures maturing during the year ending on the 31st day of March next following in anyone or more of the following methods, namely:(a) in deposits with any scheduled bank, free from charge ,or lien;(b) in unencumbered securities of the Central Government or of any State

Government;(c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of section

20 of the Indian Trusts Act, 1882;(d) in unencumbered bonds issued by any other company which is notified under

clause (I) of section 20 of the Indian Trusts Act, 1882;The amount deposited or invested, as the case may be, shall not be utilized for any purpose other than for the repayment of debentures maturing during the year referred to above, provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall below 15 per cent of the amount of debentures maturing during the 31st day of March of that year.The amounts credited to DRR shall not be utilized by our Company except for the payment of Maturity Amount of the NCDs.

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS

For further information please refer to page 55 of the Prospectus.DETAILS PERTAINING TO THE COMPANY

GENERAL INFORMATIONSrei Infrastructure Finance LimitedDate of Incorporation: March 29, 1985A public limited company incorporated under the Act. Registered Office of the Issuer‘Vishwakarma’,86C,Topsia Road (South), Kolkata – 700 046, West Bengal, IndiaFor details on changes in our Registered Office, see “History and Main Objects” on page no. 83 of the Prospectus.Corporate Office of the Issuer6A Kiran Shankar Roy Road, Kolkata – 700 001, West Bengal, IndiaCompany Secretary of the IssuerName : Mr Sandeep LakhotiaAddress : ‘Vishwakarma’, 86C,Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734Fax : +91 33 2285 8501E-Mail : [email protected] Officer to the IssueName : Mr Samir Kumar KejriwalAddress : ‘Vishwakarma’, 86C,Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734Fax : +91 33 2285 8501E-Mail : [email protected] Officer of the IssuerName : Mr Sandeep LakhotiaDesignation : Company SecretaryAddress : ‘Vishwakarma’, 86C,Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734Fax : +91 33 2285 8501E-Mail : [email protected] Chief Financial Officer of the IssuerName : Mr Anil AgrawalAddress : ‘Vishwakarma’, 86C,Topsia Road (South), Kolkata - 700 046Telephone : +91 33 6160 7734Fax : +91 33 2285 8501E-Mail : [email protected]

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24 SREI INFRASTRUCTURE FINANCE LIMITED

CAPITAL STRUCTUREDetails of Share Capital The share capital of our Company as at date of the Prospectus is set forth below:

Share Capital Amount (in ` Mn)Authorised Capital1000,000,000 Equity Shares of ` 10/- each 10,000.0050,000,000 Preference Shares of ` 100/- each 5,000.00Total 15,000.00Issued and Subscribed Capital503,559,160 Equity Shares of ` 10/- each 5,035.60Paid-up Capital503,086,333* Equity Shares of ` 10/- each 5,030.90Add : Share Forfeiture Account 1.50Total 5,032.40

* of the above Equity Shares, the Equity Shares allotted for consideration other than cash are as follows:(a) 92,915,839 Equity Shares (previous year 92,915,839) were allotted as Bonus Shares by capitalisation of Securities Premium. (b) 294,025,696 Equity Shares (previous year 294,025,696) were allotted pursuant to Scheme of Amalgamation, without payment being received in cash and includes

48,600,000 shares allotted to ‘Srei Growth Trust’.Details of share capital as on September 30, 2013Share Capital ` in MnAuthorized Share Capital 15,000.00Issued, Subscribed and Paid-up Share Capital 5,032.40

For further information, please refer to page 24 of the ProspectusABOUT THE INDUSTRY AND BACKGROUND OF THE COMPANY

Industry: For details please refer to page 62 of the ProspectusOVERVIEWThe business model of our Company encompasses providing financial products and services for our customers engaged in infrastructure development and construction, with particular focus on power, road, telecom, port, oil and gas &special economic zone sectors in India with a medium to long term perspective. Our Company being an IFC, by accessing long term funding resources, can optimise its funding structure by way of issuing long term infrastructure NCDs, raising external commercial borrowings and issuing of debentures to Foreign Institutional Investors thereby expanding its financing operations while maintaining its competitive cost of funds.Our Company’s equity shares are listed on the NSE, the BSE and the Calcutta Stock Exchange Limited (‘CSE’). Our Company made a GDR issue (of USD 35 million) in 2005 and the GDR are listed on the London Stock Exchange (‘LSE’).HISTORY AND MAIN OBJECTSOur Company was originally incorporated by the name ShriRadha Krishna Export Industries Limited on March 29, 1985 with the Registrar of Companies, New Delhi (Registration No. 21-55352) in accordance with the Companies Act as a public limited Company to undertake lease and hire purchase financing, bill discounting and manufacture and export of certain goods. Our Company obtained its Certificate of Commencement of Business on April 9, 1985. Our Company’s name was changed to Srei International Limited on May 29, 1992 and further changed to Srei International Finance Limited with effect from April 12, 1994 to reflect its focus on financial services. The name of our Company was further changed from Srei International Finance Limited to its existing name Srei Infrastructure Finance Limited on August 31, 2004. Main objects of our CompanyThe main objects of our Company as contained in our Memorandum of Association are:1. To Carry on and undertake the business of financing industrial enterprises including those engaged in and providing infrastructure facility and setting up of projects and

also to provide by way of lease, leave and license, or hire purchase basis or on deferred payment basis or on any other basis, all types of plant,equipments, machinery, vehicles, vessels, ships, all electrical and electronic equipments and any other movable and immovable equipment and/or properties whether in India or abroad, for industrial, commercial or other uses, to acquire or assist in acquisition or transfer or assist in transfer of receivables of all description, to set up, run, manage or provide services in connection with one or more securitisation transactions or vehicles, to sponsor mutual fund, asset reconstruction company, or any other vehicles for financial activities in accordance with the applicable laws, rules and regulations for the time being in force, and generally to carry on the business as financiers, to originate, transfer, manage, arbitrage or otherwise deal in loans or any other financial instrument or asset in any form or manner and to form. Promote and assist companies, syndicates and partnerships to promote and finance industrial enterprises, projects of all kinds and descriptions and to carry on the business of factoring, bills discounting, cross border leasing, consultancy services of all kinds and descriptions and to undertake any business, transactions or operations carried or undertaken by a financial company or institution.

For Further details, please refer to page 84 of the Prospectus

OUR MANAGEMENTBoard of DirectorsThe general control, superintendence, direction and management of the affairs and business of our Company is vested in the Board of Directors which exercises all powers and does all acts and things which may be done by us under the Memorandum and Articles of Association of our Company.

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25SREI INFRASTRUCTURE FINANCE LIMITED

The details of Board of Directors as on the date of filing of the Prospectus are as follows:

Name of Directors& Designation

DIN Director since D.O.B.Age

Occupation Residential Address

Other Directorships

Salil Kumar GuptaChief Mentor, Non-Executive & Independent Director

00651223 April 20, 1991 (Chief Mentor w.e.f. April 13, 2004)

August 14, 1928

85 years

Chartered Accountant

538, Jodhpur Park, Kolkata – 700 068

1. Corporate Health Check Services Private Limited 2. JagaranMicrofin Private Limited

HemantKanoriaChairman & M a n a g i n g Director

00193015 October 30, 1990 (Managing Director w.e.f. May 7, 1994 & as Chairman w.e.f. May 14, 2008)

August 05, 1962

51 years

Industrialist ‘Kanoria House’, 3 Middle Road, Hastings, Kolkata – 700 022

1. Srei Capital Markets Limited2. Texmaco Rail & Engineering Limited3. Srei Equipment Finance Limited4. Viom Networks Limited 5. India Power Corporation Limited6. ZaoSrei Leasing, Russia

Sunil KanoriaVice Chairman

00421564 July 5, 1989 (Vice Chairman w.e.f. September 20, 2008)

May 04, 196548 years

Industrialist ‘Kanoria House’, 3 Middle Road, Hastings, Kolkata – 700 022

1. Srei Equipment Finance Limited2. India Power Corporation Limited 3. Viom Networks Limited 4. Upper Ganges Sugar & Industries Limited5. Viom Infra Networks (Maharashtra) Limited6. The Associated Chambers of Commerce and

Industry of India7. ZaoSrei Leasing, Russia8. Viom International Singapore Pte. Ltd.

Saud IbneSiddiqueNon-Executive Director

01873293 29.10.2007 (Director)01.04.2009 to 30.04.2013 (Joint Managing Director)01.05.2013 (Non-Executive Director)

May 02, 195855 years

Professional 9 Ardmore Park, # 7-01, Singapore 259 955

1. Emerging Africa Infrastructure Fund (EAIF), Africa

Srinivasachari-RajagopalNon-Executive & Independent Director

00022609 January 25, 2003 March 10, 1940

73 years

Banker/Company Director

“VARENYA”, 1043, 10th Main Road, Judicial Officers Layout, GKVK Post, Ban-galore – 560 065

1. Srei Alternative Investment Managers Limited2. GMR TambaramTindivanam Expressways Private

Limited3. GMR Tuni - Anakapalli Expressways Private

Limited4. National Trust Housing Finance Limited5. GMR Energy Limited6. Vivek Limited 7. GMR Kamalanga Energy Limited8. GMR Hyderabad Vijayawada Expressways Pri-

vate Limited9. Wisdomleaf Technologies Private Limited10. GMR Chattisgarh Energy Limited11. Careercubicle Technologies Private Limited12. GMR Kishangarh Udaipur Ahmedabad Express-

ways Limited13. GMR Infrastructure Limited

Dr Satish Chandra JhaNon-Executive & Independent Director

00247427 January 28, 2010 April 1, 193479 years

Economist G-61, P.O. P a l a m V i h a r , Gurgaon – 122 017, Haryana

1. WalchandPeoplefirst Limited2. Srei Alternative Investment Managers Limited3. SunSuki Trading &Export Private Limited

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26 SREI INFRASTRUCTURE FINANCE LIMITED

Name of Directors& Designation

DIN Director since D.O.B.Age

Occupation Residential Address

Other Directorships

S u j i t e n d r a Krishna DebNon-Executive & Independent Director

03524764 May 19, 2011 October 22, 1947

66 years

Chartered Accountant

43-B, Jatindra Mohan Avenue, Kolkata - 700 005

Nil

S h y a m a l e n d u ChatterjeeNon-Executive & Independent Director

00048249 April 29, 2009 December 24, 1946

66years

Banker South City Apartments 17K, Tower - 1, SVC – 2 375, Prince Anwar Shah Road Kolkata - 700 068

1. Sahaj e-Village Limited2. Srei Capital Markets Limited3. Srei Equipment Finance Limited

Dr Martin CzurdaNon-Executive & Independent Director

06412755 November 9, 2012 January 26, 1959

54 years

Banker W i l h e l m Exnergasse 28/24, 1090 Vienna, Austria

1. Adria Bank, Austria

Dr Punita Kumar SinhaNon-Executive & Independent Director

05229262 May 20, 2013 May 13, 196251 years

Investment Management

51 Gate House Road, Newton MA, Massachuse t t s , USA, 024671320

1. Freedom Advisors Private Limited2. JSW Steel Limited3. The Asia Opportunities Offshore Fund Limited4. The Asia Opportunities Offshore Master Fund

LimitedFor Further details, please refer to page 87 of the ProspectusSTOCK MARKET DATA FOR OUR EQUITY SHARES/ DEBENTURESFor Further details, please refer to page 95 of the ProspectusOUR PROMOTERSThe Promoter of our Company is Mr. HemantKanoria. For Further details, please refer to page 111 of the Prospectus.LONG TERM DEBT-EQUITY RATIOThe long term debt-equity ratio of our Company prior to this Issue is based on a total outstanding debt of ` 121,887.80 million and shareholder funds amounting to ` 26,793.60 million, which was 2.26 times, as on September 30, 2013. The long term debt-equity ratio post the Issue (assuming subscription of ` 1,000 million) will be 2.29 times, assuming total outstanding debt of ` 122,887.80 million and shareholders’ fund of ` 26,793.60 million as on September 30, 2013.

(`in million)

ParticularsPre Issue as at September

30, 2013(Audited)

Post Issue*

DebtLong Term 60,419.70 61,419.70Short Term 61,468.10 61,468.10

121,887.80 122,887.80Shareholders FundShare Capital 5,032.40 5,032.40Reserves & SurplusSpecial Reserve under section 45-IC of ReserveBank of India Act, 1934 1,712.10 1,712.10General Reserve 13,960.40 13,960.40Capital Reserve 194.50 194.50Securities Premium Account 1,975.40 1,975.40Debenture Redemption Reserve 1,124.00 1,124.00Surplus in Profit and Loss Account 2,794.80 2,794.80

21,761.20 21,761.20Total Shareholders’ Fund 26,793.60 26,793.60Long Term Debt-Equity Ratio (Number of times) 2.26 2.29

* The debt-equity ratio post the Issue is indicative on account of the assumed inflow of ` 1,000 million from the proposed Issue in the secured debt category as on September 30, 2013. The actual debt-equity ratio post the Issue would depend on the actual position of debt and equity on the Deemed Date of Allotment.Note1. Our Company has not issued any debt securities issued for consideration other than cash, whether in whole or part, since its incorporation.2. Our Company has not, since incorporation, issued any debt securities at a premium or at a discount, or in pursuance of an option.

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27SREI INFRASTRUCTURE FINANCE LIMITED

3. For details of the outstanding borrowings of the Company as on September 30, 2013, see “Disclosure on Existing Financial Indebtedness” on page no. 112 of the Prospectus.

SUMMARY FINANCIAL INFORMATIONSrei Infrastructure Finance Ltd (Standalone)Statement of Profit and Loss, As Reformatted

(` in Million)

Particulars Period ended30.09.2013

Year ended31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

INCOMERevenue from Operations 8,789.10 16,612.80 11,765.00 7,346.50 4,569.90 3,195.80Other Income 64.20 51.90 41.90 115.90 132.40 68.50

Total 8,853.30 16,664.70 11,806.90 7,462.40 4,702.30 3,264.30EXPENSESFinance Costs 7561.10 13,574.10 9,480.00 4,350.50 2,497.60 1,948.10Employee Benefits Expense 196.50 437.70 412.60 302.20 196.80 143.80Administrative and Other Expenses 350.10 681.80 455.10 387.80 396.30 583.50Depreciation and Amortisation Expense 122.50 309.60 154.00 180.80 101.40 76.90

Total 8,230.20 15,003.20 10,501.70 5,221.30 3,192.10 2,752.30Profit before Bad Debts, Provisions & Tax 623.10 1,661.50 1,305.20 2,241.10 1,510.20 512.00Bad Debts/Advances written off 0.50 12.00 5.00 0.10 28.90 8.30Stock for Trade Written-off - - - - - -Provision for Bad & Doubtful Debts (7.00) 39.00 3.70 - - -Provision for Non-Performing Assets 133.20 240.30 110.00 - - -Contingent Provisions against Standard Assets 8.70 16.10 98.60 119.60 - - 135.40 307.40 217.30 119.70 28.90 8.30Profit Before Tax 487.70 1,354.10 1,087.90 2,121.40 1,481.30 503.70Tax Expense :-Current Tax 141.80 262.00 176.00 418.50 219.00 21.10-Mat Credit Entitlement - (7.10) (4.90) - (219.00) (21.10)-Deferred Tax 27.70 149.60 119.80 335.00 344.00 -Total Tax for year/period 169.50 404.50 290.90 753.50 344.00 -Profit After Tax for year/period 318.20 949.60 797.00 1,367.90 1,137.30 503.70Income tax in respect of earlier years / periods - - 217.40 24.90 22.40 0.10Profit After Tax 318.20 949.60 579.60 1,343.00 1,114.90 503.60Earnings per Equity Share (Basic and Diluted) (in `)(Par Value ` 10/- per Equity Share) 0.63 1.89 1.15 5.80 5.33 2.41

Srei Infrastructure Finance Ltd (Standalone)Cash Flow Statement, As Reformatted

(` in Million)

Particulars Period ended30.09.2013

Year ended31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

A. Cash Flows from Operating ActivitiesProfit Before Tax 487.70 1,354.10 1,087.90 2,121.40 1,481.30 503.70Adjustment for :Depreciation /Amortisation and Impairment 122.50 309.60 154.00 180.80 101.40 76.90Bad Debts/ Stock for Trade written off 0.50 12.00 5.00 0.10 28.90 8.30Provision for Non- Performing Assets 133.20 240.30 110.00 - - -Contingent Provisions against Standard Assets 8.70 16.10 98.60 119.60 - -Provision for Premium on Unsecured Subordinated Bonds - - 8.80 8.80 8.80 8.80Loss on sale of Fixed Assets(net) - 3.20 5.30 - - -Profit on sale of Fixed Assets - - - - - (35.40)Finance Costs 7,561.10 13,574.10 9,471.20 4,341.70 2,488.80 1,939.30Income from Trade Investments - - - (2.80) (118.50) (245.20)Profit on sale of Investments(net) (5.10) - - (7.00) (112.30) (9.40)Liabilities No Longer Required written back (28.40) (0.40) - (4.40) - -Dividend Income (3.00) (3.80) (2.80) (4.00) (14.30) (6.20)Provision for Diminution in value of Stock for Trade 1.80 (4.10) 1.60 9.00 0.70 0.50

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28 SREI INFRASTRUCTURE FINANCE LIMITED

Particulars Period ended30.09.2013

Year ended31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Provision for diminution in value of Investments - - - - 13.80 21.60Provision for Bad & Doubtful Debts (7.00) 39.00 3.70 - - -Profit on Sale of Stock for Trade (Net) - (0.30) - - - -Profit on Sale of Long term Trade Investments (Net) - (0.70)Operating Profit before Working Capital Changes 8,272.00 15,539.10 10,943.30 6,763.20 3,878.60 2,262.90Adjustments for:(Increase) / Decrease in Receivables/Others (5,326.10) (2,612.30) (1,789.50) 13,416.40 (14,163.60) 4,671.50(Increase) / Decrease in Loan Assets (3,624.80) (8,927.60) (40,448.80) (28,473.60) (9,503.70) (8,115.10)(Increase) / Decrease in Current Investments / Stock for Trade 225.10 (3,269.20) (220.00) (34.10) 2.60 2.50(Increase) / Decrease in Financial Assets - - - - - -(Increase) / Decrease in Fixed Deposit (Deposit with original maturity period of more than three months)

0.70 210.30 (47.50) (154.80) 40.10 39.90

(Decrease) / Increase in Trade Payables (110.40) 257.30 230.40 57.20 268.90 (657.30)Cash Generated from Operations (563.50) 1,197.60 (31,332.10) (8,425.70) (19,477.10) (1,795.60)Interest Paid (6922.50) (12,979.90) (9,093.40) (4,174.90) (2,418.30) (1,966.00)Direct Taxes paid (208.20) (225.90) (988.00) (339.40) (214.80) (56.20)Net Cash (Used in) / Generated from Operating Activities (7,694.20) (12,008.20) (41,413.50) (12,940.00) (22,110.20) (3,817.80)B. Cash Flows from Investing ActivitiesPurchase of Fixed Assets (145.60) (993.10) (1,147.40) (3,319.10) (129.00) (854.00)Proceeds from Sale of Fixed Assets - 117.40 17.70 - - 53.40Amount received towards transfer of business under Scheme of Arrangement

- - - - - 3,750.00

(Increase) in Investments (Other than Subsidiary) (3.50) (138.00) (631.60) (1,341.70) (2,168.20) (1,301.50)(Increase) of Investments in Subsidiary (10.00) 10.50 (35.50) (199.00) (1.50) (4.50)Investments in Joint Venture - (998.20) (499.10) - - (229.50)Income from Trade Investments - - - 2.80 118.50 245.20Dividend Received 3.00 3.80 2.80 4.00 14.30 6.20Net Cash (Used) / Generated in Investing Activities (156.10) (2,018.60) (2,293.10) (4,853.00) (2,165.90) 1,665.30C. Cash Flows from Financing ActivitiesIssue of Equity Capital (including premium) - - - - - -Issue of Equity Warrants (Net) - - - - - -Increase/ (Decrease) in Debentures (net) 4,480.20 8,354.10 9,419.90 (2,100.00) 4,971.00 (79.00)Increase/ (Decrease) in Working Capital facilities (net) 4,837.20 8,479.60 21,977.60 14,964.90 6,400.70 1,243.20Increase/ (Decrease) in Other Loans (net) 786.30 (3,522.80) 13,951.80 4,649.30 10,634.90 3,320.00Dividend Paid (251.60) (251.60) (377.10) (139.30) (116.00) (139.40)Corporate Dividend Tax Paid (42.80) (40.80) (61.20) (23.10) (19.70) (23.70)Net Cash (Used) / Generated in Financing Activities 9,809.30 13,018.50 44,911.00 17,351.80 21,870.90 4,321.10Net Increase / (Decrease) in Cash & Cash Equivalents 1,959.00 (1,008.30) 1,204.40 (441.20) (2,405.20) 2,168.60Cash & Cash Equivalents at the beginning of the year/period 217.70 1,226.00 21.60 450.50 2,855.70 687.10Less: Cash and Bank balance transferred as per Scheme of Arrangement - - - - - -Add: Cash & Cash Equivalents acquired on Amalgamation - - - 12.30 - -Cash & Cash Equivalents at the end of the year/period 2,176.70 217.70 1,226.00 21.60 450.50 2,855.70

Explanation:1. The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard 3 (AS 3)

‘Cash Flow Statements’ notified by the Central Government under Companies (Accounting Standards) Rules, 2006.2. Previous year’s figures have been regrouped/ reclassified wherever necessary to conform to the current period’s classification.

Srei Infrastructure Finance Ltd. (Consolidated) Statement of Assets and Liabilities, As Reformatted(` In Million)

As at 30.09.2013 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011 As at 31.03.2010 As at 31.03.2009EQUITY AND LIABILITIESShareholders’ FundsShare Capital 5,032.40 5,032.40 5,032.40 5,032.40 1,162.90 1,162.90Reserves and Surplus 29,811.50 28,938.00 26,754.30 25,648.20 11,733.80 10,152.90

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

29SREI INFRASTRUCTURE FINANCE LIMITED

As at 30.09.2013 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011 As at 31.03.2010 As at 31.03.2009Money received against share warrants - - - - - 178.00

34,843.90 33,970.40 31,786.70 30,680.60 12,896.70 11,493.80Minority Interest 335.80 274.20 912.80 737.90 236.10 221.10Non-Current LiabilitiesLong-Term Borrowings 72,368.90 67,540.40 57,275.80 42,360.10 36,306.30 18,798.60Deferred Tax Liabilities 1,796.40 1,743.80 1,405.30 1,015.00 736.30 274.30Other Long-Term Liabilities 736.00 828.30 714.10 439.70 114.20 49.00Long-Term Provisions 1,599.90 1,354.60 1,036.90 826.70 530.50 471.10

76,501.20 71,467.10 60,432.10 44,641.50 37,687.30 19,593.00Current LiabilitiesShort-Term Borrowings 1,02,671.40 94,749.10 82,120.20 40,714.90 20,415.40 15,293.20Trade Payables 2,432.30 2,188.20 4,276.50 2,895.90 2,887.40 1,540.00Other Current Liabilities - Current Maturities of Long-Term Borrowings 20,145.10 20,525.80 19,762.50 16,863.40 8,827.60 8,688.90 - Others 3,497.30 2,915.40 2,212.10 1,739.90 1,062.10 886.00Short-Term Provisions 200.40 501.10 534.80 899.60 187.70 158.80

1,28,946.50 1,20,879.60 1,08,906.10 63,113.70 33,380.20 26,566.90Total 2,40,627.40 2,26,591.30 2,02,037.70 1,39,173.70 84,200.30 57,874.80ASSETSNon-Current AssetFixed Assets- Tangible Assets 12,849.20 13,029.40 18,691.10 14,458.70 3,046.50 3,110.70- Intangible Assets 214.90 91.40 159.40 159.10 124.30 28.00- Capital Work in Progress 2,065.30 1,802.40 1,902.10 776.20 14,166.70 471.90Goodwill 3,874.80 3,874.80 4,398.80 4,253.40 62.20 62.20Deferred Tax Assets 176.30 132.90 318.30 358.30 8.40 2.20Non-Current Investments 21,141.00 21,136.80 21,005.10 20,314.40 6,707.40 4,438.20Long-Term Loans and Advances- Financial Assets 42,549.70 42,050.30 30,789.60 24,623.10 19,231.50 17,375.20- Loan Assets 69,535.30 58,991.20 22,345.70 16,865.50 14,038.40 5,203.30- Other Long-Term Advances 2,701.90 1,604.90 1,804.30 1,063.60 428.80 1,367.00Other Non-Current Assets 2,356.80 3,701.70 2,035.20 2,060.00 767.80 376.90

1,57,465.20 1,46,415.80 1,03,449.60 84,932.30 58,582.00 32,435.60Current AssetsInventories 65.20 47.40 131.80 169.20 100.70 240.10Current Investments 3,432.20 3,652.70 220.00 - - -Trade Receivables 2,386.20 1,886.60 3,469.10 2,336.10 1,076.20 737.50Cash and Bank Balances 6,185.70 5,798.50 6,713.40 2,202.40 2,870.70 4,647.20Short-Term Loans and Advances- Financial Assets 6,668.80 5,171.40 4,054.40 4,656.50 3,928.80 4,234.50- Loan Assets 3,360.00 7,267.00 4,446.30 5,371.40 1,027.90 1,529.60- Other Advances 1,205.80 1,994.90 2,074.50 2,106.10 1,857.00 531.30Other Current Assets- Current Maturities of Long-Term Financial Assets 23,644.20 21,385.50 15,880.70 13,639.80 10,815.10 9,318.30- Current Maturities of Long-Term Loan Assets 27,823.60 30,765.80 58,474.80 23,205.60 3,529.40 2,920.70- Other Current Assets 8,390.50 2,205.70 3,123.10 554.30 412.50 1,280.00

83,162.20 80,175.50 98,588.10 54,241.40 25,618.30 25,439.20Total 2,40,627.40 2,26,591.30 2,02,037.70 1,39,173.70 84,200.30 57,874.80

Srei Infrastructure Finance Ltd (Consolidated)Statement of Profit and Loss, As Reformatted

(` In Million)

Particulars Period ended 30.09.2013

Year ended 31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

INCOMERevenue from Operations 15,907.80 30,834.00 24,334.20 16,205.60 9,973.90 8,586.50Other Income 139.00 265.20 129.10 175.30 156.20 135.30Total 16,046.80 31,099.20 24,463.30 16,380.90 10130.10 8,721.80

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

30 SREI INFRASTRUCTURE FINANCE LIMITED

Particulars Period ended 30.09.2013

Year ended 31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

EXPENSESFinance Costs 11,674.90 21,392.50 15,650.30 8,300.80 5,343.60 5,268.40Employee Benefits Expense 581.50 1,614.40 1,713.00 1,234.40 718.40 584.80Administrative and Other Expenses 1,073.10 2,474.40 2,236.80 1,931.10 907.30 1109..80Depreciation / Amortization and Impairment Expense 777.40 1,936.20 1,650.30 1,240.90 432.80 365.80Total 14,106.90 27,417.50 21,250.40 12,707.20 7402.10 7,328.80Profit before Bad Debts, Provisions & Tax 1,939.90 3,681.70 3,212.90 3,673.70 2728.00 1,393.00Bad Debts/Advances written off (net of recovery) 293.20 708.30 512.10 350.70 530.40 92.30Provision for Bad & Doubtful Debts 26.20 64.00 36.70 48.50 - -Provision for Non-Performing Assets 174.90 263.10 179.50 161.20 21.00 251.30Contingent Provisions against Standard Assets 21.30 59.50 116.90 223.60 - - 515.60 1,094.90 845.20 784.00 551.40 343.60Profit Before Extraordinary Item and Tax 1,424.30 2,586.80 2,367.70 2,889.70 2,176.60 1,049.40Prior Period items - (5.20) - - - -Adjustment on disposal/cessation of Subsidiaries, Step Down Subsidiaries and Joint Venture of Subsidiaries 5.10 1,046.20 - - - -

Profit Before Tax 1,429.40 3,627.80 2367.70 2889.70 2176.60 1049.40Tax Expense :

-Current Tax 559.90 727.40 546.60 826.70 343.70 70.10-Mat Credit Entitlement (0.20) (7.10) (18.90) (9.40) (219.00) (71.10)-Fringe Benefit tax expense - - - - - 4.60-Deferred Tax 1.50 307.20 367.40 (20.30) 461.90 219.90

Total Tax for year/period 561.20 1,027.50 895.10 797.00 586.60 223.50Profit After Tax for year/period 868.20 2,600.30 1,472.60 2,092.70 1,590.00 825.90Income tax in respect of earlier years / periods (0.10) (0.40) 241.10 130.90 22.00 0.20

Profit After Tax Before Share of results of Associate and Minority Interest 868.30 2,600.70 1,231.50 1,961.80 1,568.00 825.70

Share of Loss of Associates - 10.00 - - - -Profit After Tax before Minority Interest 868.30 2,590.70 1231.50 1961.80 1568.00 825.70Minority Interest (16.30) (41.10) 113.40 169.40 9.40 4.90Net Profit 884.60 2,631.80 1118.10 1792.40 1558.60 820.80Pre-Acquisition Profit/(Loss) - - - 47.40 - -Minority Interest of Pre Acquisition (Profit)/Loss - - (3.90) (47.40) - (0.40)Profit After Tax after adjustment of Minority Interest 884.60 2,631.80 1114.20 1792.40 1558.60 820.40

Srei Infrastructure Finance Ltd. (Consolidated)Cash Flow Statement, As Reformatted

(` In Million)

Particulars Period ended 30.09.2013

Year ended 31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

A. Cash Flows from Operating Activities

Profit Before Tax 1,429.40 3,627.80 2,367.70 2,889.70 2,176.60 1,049.40

Adjustment for:

Depreciation/Amortizations and Impairment 777.40 1,936.20 1,650.30 1,240.90 432.80 365.80

Bad Debts/Advances written off (net of recovery) 293.20 708.30 512.10 350.70 530.40 92.30

Provision for Bad & doubtful debts 26.20 64.00 36.70 48.50 - -

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

31SREI INFRASTRUCTURE FINANCE LIMITED

Particulars Period ended 30.09.2013

Year ended 31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Provision for Non-Performing Assets 174.90 263.10 179.50 161.20 21.00 251.30

Contingent Provision against Standard Assets 21.30 59.50 116.90 223.60 - -

Finance Costs 11,674.90 21,392.50 15,650.30 8,300.80 5,343.60 5,268.50

Adjustment on disposal/cessation of Subsidiaries, Step Down Subsidiaries and Joint Venture of Subsidiaries (5.10) (1,046.20) - - - -

Miscellaneous Expenditure written off 2.10 4.20 4.30 - - -

Liabilities No Longer Required written back (28.90) (79.30) 22.90 (11.30) (0.40) -

Investment written off - - 1.20 - - -

Fixed Assets written off 0.10 - 0.30 - - -

Dividend Income (8.40) (6.20) (4.80) (4.60) (14.50) (6.70)

Income from Trade Investments - (0.70) - (2.80) (118.50) (245.20)

Provision for Diminution in value of Stock for Trade 1.80 (4.10) 1.60 9.00 0.70 0.50

Provision for Diminution in value of Investments - - - 4.50 13.80 16.60

(Profit)/ Loss on sale of Fixed Assets(net) 8.30 82.20 55.60 94.30 10.20 (26.10)

Profit on Sale of Current Investments (net) (5.10) - - - - -

Profit on Sale of Stock for Trade - (0.30) - - - -

Foreign Exchange Fluctuation Reserve (11.10) (73.90) - - - -

Operating Profit before Working Capital Changes 14,351.00 26,927.10 20,594.60 13,304.50 8,395.70 6,766.40

Adjustments for:

(Increase) / Decrease in Receivables/Others (6,267.10) (3,298.50) (4,922.60) 13,515.30 (14,051.90) 4,132.10

(Increase) / Decrease in Financial & Loan Assets (7,950.40) (26,559.20) (47,629.70) (35,790.80) (11,989.50) 8,511.80

(Increase) / Decrease in Current Investments/ Stock for Trade 207.80 (3,403.80) 37.40 (58.30) 2.60 2.50(Increase) / Decrease in Fixed Deposit (Deposit with balance maturity period of more than three months) 1,181.20 672.90 (2,668.80) (651.60) 62.30 346.00

(Decrease) / Increase in Trade Payables 294.10 (983.60) 1,633.10 (486.60) 1,656.00 (2,522.80)

Cash Generated from Operations 1,816.60 (6,644.60) (32,956.00) (10,167.50) (15,924.80) 17,236.00

Interest Paid (11,163.60) (20,439.40) (15,140.20) (8,051.50) (5,575.20) (5,503.60)

Direct Taxes paid (378.00) (778.40) (1,435.70) (580.90) (276.80) (96.30)

Net Cash (Used in) / Generated from Operating Activities (9,725.00) (27,862.40) (49,531.90) (18,799.90) (21,776.80) 11,636.10

B. Cash Flows from Investing Activities

Purchase of Fixed Assets (1,040.20) (2,591.90) (7,167.10) (5,698.90) (562.10) 580.60

Proceeds from Sale of Fixed Assets 48.20 92.40 102.30 94.80 11.30 221.80

(Increase) / Decrease in Non-Current Investments (net) (4.20) (46.30) (842.10) (1,424.20) (2,296.80) (1,235.90)

Income from Trade Investments - - - 2.80 118.50 245.20

Dividend Received 8.40 6.20 4.80 4.60 14.50 6.70

Net Cash (Used) / Generated in Investing Activities (987.80) (2,539.60) (7,902.10) (7,020.90) (2,714.60) (181.60)

C. Cash Flows from Financing Activities

Issue of Equity Capital (including premium) - 99.40 - - - 3,758.20

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

32 SREI INFRASTRUCTURE FINANCE LIMITED

Particulars Period ended 30.09.2013

Year ended 31.03.2013

Year ended 31.03.2012

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

(Increase) / Decrease of Goodwill on consolidation - (84.90) - - - -

Adjustment on disposal of Step- down subsidiaries and Joint Venture of Subsidiary

5.10 686.30 - - - -

Increase/(Decrease )in Debentures (net) 2,396.70 8,588.20 12,533.50 296.00 6,505.30 (5,861.40)

Increase / (Decrease) in Working Capital facilities (net) 8,007.60 21,880.80 34,069.20 21,261.20 5,481.90 (1,576.10)

Increase / (Decrease) in Other Loans (net) 2,043.70 (768.60) 12,661.20 3,790.20 10,781.40 (5,228.10)

Dividend Paid (251.60) (418.00) (374.50) (139.30) (116.20) (139.60)

Corporate Dividend Tax Paid (42.80) (40.80) (61.30) (23.20) (19.80) (23.70)

Net Cash (Used) / Generated in Financing Activities 12,158.70 29,942.40 58,828.10 25,184.90 22,632.60 (9,070.70)

Net Increase / (Decrease) in Cash & Cash Equivalents 1,445.90 (459.60) 1,394.10 (635.90) (1,858.80) 2,383.80

Cash & Cash Equivalents at the beginning of the year/period 1,853.40 2,408.30 1,014.20 1,399.00 3,257.80 874.00

Add: Cash & Cash Equivalents acquired on Amalgamation - - - 251.10 - -

Less: Adjustment of Cash & Cash Equivalents on disposal/cessation of Subsidiaries

- (95.30) - - - -

Cash & Cash Equivalents at the end of the year/period 3,299.30 1,853.40 2,408.30 1,014.20 1,399.00 3,257.80

Explanation:1. The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard 3 (AS 3)

‘Cash Flow Statements’ notified by the Central Government under Companies (Accounting Standards) Rules, 2006.2. Previous year’s figures have been regrouped/ reclassified wherever necessary to conform to the current period’s classification.

FINANCIAL HIGHLIGHTS OF OUR COMPANY (ON CONSOLIDATED BASIS) (` in Million)

Particulars As on/For the period ended 30.09.13

(Audited)

As on/For the year ended 31.03.13

(Audited)

As on/ For the year ended 31.03.12

(Audited)

As on/ For the year ended 31.03.11

(Audited)

Net worth 34,843.90 33,970.40 31,786.70 30,680.60Total Debt 195,185.40 182,815.30 159,158.50 99,938.40of which –Long Term Borrowing 72,368.90 67,540.40 57,275.80 42,360.10 - Short Term Borrowing 102,671.40 94,749.10 82,120.20 40,714.90 - Current Maturities of Long Term Borrowing 20,145.10 20,525.80 19,762.50 16,863.40Fixed Assets(Tangible Assets+ Intangible Assets+ Capital work in Progress) 15,129.40 14,923.20 20,752.60 15,394.00Non-Current Assets (Excluding Fixed Assets) 142,335.80 131,492.60 82,697.00 69,538.30Cash and Bank Balances 6,185.70 5,798.50 6,713.40 2,202.40Current Investments 3,432.20 3,652.70 220.00 0.00Current Assets (Excluding Cash and Bank Balances & Current Investments) 73,544.30 70,724.30 91,654.70 52,039.00Current Liabilities (Excluding Short Term Borrowing and Current Maturities of Long Term Borrowings)

6,130.00 5604.70 6,821.20 5,419.80

Asset Under Management 347,541.20 333,296.45 307,643.50 205,052.40Off Balance Sheet Assets (Securitisation) 20,909.00 28,281.00 45,923.80 21,542.60Income from Loans/Financial Assets 13,017.70 23,779.40 18,114.10 11,250.50Finance Cost ( Interest expense and other borrowing costs) 11,674.90 21,392.50 15,650.30 8,300.80Provisioning & Write-offs (Bad Debts/Advances written off (net of recovery) +Stock for Trade Written-off +Provision for Bad & Doubtful Debts+ Provision for Non-Performing Assets+ Contingent Provisions against Standard Assets )

515.60 1,094.90 845.2 784.00

Profit After Tax before Minority Interests 868.30 2,600.70 1,231.50 1,961.80

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

33SREI INFRASTRUCTURE FINANCE LIMITED

Particulars As on/For the period ended 30.09.13

(Audited)

As on/For the year ended 31.03.13

(Audited)

As on/ For the year ended 31.03.12

(Audited)

As on/ For the year ended 31.03.11

(Audited)

Gross NPA (%) 2.91 2.77 1.58 1.04Net NPA (%) 2.37 2.30 1.18 0.65Tier I Capital Adequacy Ratio (%) * 13.61 14.28 14.59 25.13Tier II Capital Adequacy Ratio (%) * 7.67 7.40 5.58 4.23

DISCLOSURES ON EXISTING FINANCIAL INDEBTNESS

The outstanding borrowings of the Company as at September 30, 2013 are as follows:

Sl. No. Nature of Borrowing Amount (` in Million) 1. Secured Borrowings 106,744.002. Unsecured Borrowings 15,143.80

For Further details, please refer to page 112 of the Prospectus

SUBSIDIARIES, SUB-SUBSIDIARIES, JOINT VENTURES & ASSOCIATESA list of subsidiaries, sub-subsidiaries, joint ventures of subsidiaries, joint ventures, associates and joint ventures of associates of the Company as on September 30, 2013 is as follows:

Sl. No. Name of the Entity Holding

(%) Registered Address Activity undertaken by the entity

Subsidiaries1 Srei Capital Markets Limited 100 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata -

700 046 Merchant Banking

2 Srei Alternative Investment Managers Limited (Formerly Srei Venture Capital Limited)

100 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata - 700 046

Asset Management

3 SreiForex Limited 100 ‘Mirania Gardens’, 10B, Topsia Road (E), Kolkata - 700046

4 Srei Infrastructure Advisors Limited 100 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata – 700 046

Infrastructure Advisory Services

5 Global Investment Trust Limited 100 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata - 700 046

Trusteeship Functions

6 Srei Insurance Broking Private Limited 51 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata - 700 046

Composite Insurance Broking

7 ControllaElectrotech Private Limited 100 Y 10/EP, Sector - V, Salt Lake Electronics Complex, Kolkata -700 091

8 QuippoValuers& Auctioneers Private Limited 100 D-2, 5th Floor, Southern Park Saket Place, Saket New Delhi – 110 017

Asset Disposal and valuation service

9 Quippo Oil & Gas Infrastructure Limited 99.90 D-2, 5th Floor, Southern Park, Saket Place, Saket, New Delhi – 110 017

Onshore / offshore drilling services and renting of oil work-over / land drilling rigs / oil field equip-ment and also engaged in exploration, production and related activities of oil and gas business

10 Quippo Energy Private Limited 89.81 D-2, 5th Floor, Southern Park, Saket Place, Saket, New Delhi – 110 017

Gas based integrated Energy solutions on rental basis

11 Srei Mutual Fund Asset Management Private Lim-ited

100 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata – 700 046

Asset Management

12 Srei Mutual Fund Trust Private Limited 100 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata – 700 046

Trusteeship Functions

13 Srei International Infrastructure Services GmbH (Formerly IIS International Infrastructure Services GmbH)

92.54 Rostocker Str. 1, 50374 Erftstadt, Germany Leasing and renting of movable assets used for In-frastructure Projects

14 Attivo Economic Zone (Mumbai) Private Limited (Formerly Mumbai Futuristic Economic Zone Pri-vate Limited, name changed w.e.f. 23.07.2013)

100 D-2, 5th Floor, Southern Park, Saket Place, Saket, New Delhi – 110 017

Special Economic Zones

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

34 SREI INFRASTRUCTURE FINANCE LIMITED

Sl. No. Name of the Entity Holding

(%) Registered Address Activity undertaken by the entity

Sub-Subsidiaries15 Srei Advisors PTE. Limited (Subsidiary of Srei In-

ternational Infrastructure Services GmbH)100 9, Battery Road, #15 - 01,

Straits Trading BuildingSingapore – 049910

Capital Market Advisory Services

16 ZaoSrei Leasing (Subsidiary of Srei International Infrastructure Services GmbH)

64.20 Russian Federation, 121087, Moscow, Barklay Str., Bld. 6, Constr 3

Lease Financing

17 Cyberabad Trustee Company Private Limited (Subsidiary of Srei Alternative Investment Manag-ers Limited)

51 1st Floor, ParisramaBhavan, FatehMaidan Road, Hy-derabad – 500 004

Trusteeship Functions

18 Hyderabad Information Technology Venture En-terprises Limited (Subsidiary of Srei Alternative Investment Managers Limited)

51 1st Floor, ParisramaBhavan, FatehMaidan Road, Hy-derabad – 500 004

Venture Capital Fund

19 Bengal Srei Infrastructure Development Limited (Subsidiary of Srei Infrastructure Advisors Lim-ited)

51 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata – 700 046

Advisory services for development of Infrastructure Projects

20 Quippo Middle East Limited (Formerly Quippo Energy Middle East Limited, name changed w.e.f. 08.12.2013) (Subsidiary of Quippo Energy Private Limited)

100 Post Box 21708, Dubai, UAE Exploration, production and development of oil and gas and other related activities

21 Quippo Energy Yemen Limited, (Subsidiary of Quippo Energy Private Limited)

100 Yemen Gas Energy Conversion

22 Quippo Mauritius Private Limited (Subsidiary of Quippo Energy Private Limited)

100 C/o. Port Louis Management Services Ltd., 3rd Floor, Harbour Front Building, President John Ken-nedy Street, Port Louis, Republic of Mauritius

To engage in global business as permitted under the Financial Services Act, 2007, and any other laws for the time being in force in the Republic of Mauritius

23 Quippo Energy Nigeria Private Limited (Subsid-iary of Quippo Mauritius Private Limited)

100 6, Broad Street, 6th Floor, NCR Building, Lagos, Nigeria

Power Generation

24 Quippo CJ Exploration & Production Private Lim-ited (Subsidiary of Quippo Oil & Gas Infrastruc-ture Limited)

51 ‘Vishwakarma’, 86C, Topsia Road (S)Kolkata – 700 046

Exploration, production and related activities of oil and gas business

Joint Venture of Subsidiaries 25 SICOM Srei Maharashtra Infrastructure Private

Limited(Joint Venture between Srei Infrastructure Advi-sors Limited and SICOM Limited)

50 51 – L & 51 – K, Bhulabhai Desai Road, Mumbai – 400 026

Creation and modernisation of various infrastruc-ture facilities with Advisory Services in and outside the State of Maharashtra

Joint Venture of SIFL26 Srei Equipment Finance Limited

(Formerly Srei Equipment Finance Private Lim-ited, name changed w.e.f. 01.11.2013) (Joint Ven-ture between SIFL and BNP Paribas Lease Group)

50 ‘Vishwakarma’, 86C, Topsia Road (S), Kolkata - 700 046

Asset Financing

Associates27 Sahaj e-Village Limited 48.32 ‘’Mirania Garden’,

Plot No. 43, 10B/1 Topsia Road (East), Kolkata - 700 046

IT Enabled Services

28 Quippo Construction Equipment Limited 21.34 NAC Campus, NAC Road, CyberabadKondapur Post, Hyderabad, Andhra Pradesh – 500 032

Rental services of equipment with operator and other allied services

Joint Venture of Associates29 NAC Infrastructure Equipment Limited (Joint

Venture between Quippo Construction Equipment Limited, L&T Finance Holdings Limited, NCC Limited (Formerly Nagarjuna Construction Com-pany Limited) and National Academy of Construc-tion)

50 NAC Campus, NAC Road, Cyberabad, Kondapur Post, Hyderabad, Andhra Pradesh – 500 032

Rental services of equipment with operator and other allied services

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35SREI INFRASTRUCTURE FINANCE LIMITED

LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND STATUTORY DEFAULTSExcept as described below, there are no outstanding litigations against our Company that may have an adverse effect on our business. Further, there are no defaults, non-payment of statutory dues including institutional / bank dues and dues payable to holders of any debentures, bonds and fixed deposits that would have a material adverse effect on our business other than unclaimed liabilities against our Company as on the date of the Prospectus. Save and except as disclosed herein below, there are no pending proceedings of our Company pertaining to:• matters likely to affect operation and finances of our Company including

disputed tax liabilities of any nature; and• criminal prosecution launched against our Company and the Directors for

alleged offences under the enactments specified in Paragraph 1 of Part I of Schedule XIII to the Act.

Further from time to time, we have been and continue to be involved in legal proceedings filed by and against us, arising in the ordinary course of our business. These legal proceedings are both in the nature of civil and criminal proceedings. We believe that the number of proceedings in which we are / were involved is not unusual for a company of our size doing business in India.Litigation involving our Company:1. We are involved in a number of disputed income tax demand amounting to

` 377.9 Million as on September 30, 2013.2. Our Company has challenged the constitutional validity of Fringe Benefit Tax

(“FBT”) before the Hon’ble High Court at Calcutta. The Hon’ble Court has granted an interim stay on levy of such FBT on the Company. In view of this the Company has not provided for any liability against FBT since the inception of the levy up to the date of its abolition, i.e. March 31, 2009.

3. M/s DHV India Private Limited (‘DHV’), has instituted arbitration proceeding against our Company claiming an amount of ` 69,189,451.00, along with an interest @ 18%. We have disputed the claim and the matter is still pending. The next date of hearing is on 27 January 2014.

4. Mr Vijay Gopal Jindal, an ex-employee of Srei Alternative Investment Managers Limited (Formerly Srei Venture Capital Limited), has filed a suit for recovery and an Application for mandatory and permanent injunction being C.S. (OS) no. 1575 of 2008 along with I.A. No. 9448 of 2008 before the Hon’ble High Court of Delhi, at New Delhi against our Company and Srei Alternative Investment Managers Limited (Formerly Srei Venture Capital Limited) alleging that he was promised 500,000 equity shares at the rate of ` 100 per share of our Company. The objection to the injunction Application has been filed by our Company and the written statement has also been filed by our Company. An Objection to the said injunction and the written statement has been filed by your Company & SVCL and the matter has been slated for filing the list of witnesses and evidences by Mr Vijay Gopal Jindal. The matter is still pending. The amount involved is not ascertainable. The next date of hearing is on 14 February 2014.

5. Mr Vijay Gopal Jindal (‘Plaintiff’) has also filed a suit bearing no. C.S. (O.S) 2478 of 2011 before the Hon’ble High Court at Delhi (‘Delhi High Court’) against our Company and Srei Alternative Investment Managers Limited (Formerly Srei Venture Capital Limited) (collectively referred to as ‘Defendants’) alleging that he was appointed as the managing director of SVCL and the terms of such appointment comprised of payment of ` 24,000,000 per annum, entitlement to 10% of the net profit of SVCL, entitlement to 25% equity stake in proposed media/entertainment funds, payment of ` 50,000,000 as an advance against security of properties/shares/other assets and 500,000 equity shares at ` 100 each of our Company and further alleging that the Defendants did not honour their commitments. In the said Suit, the Plaintiff, has inter alia, prayed for decree directing the Defendants to make payment of ` 17,875,000 to the Plaintiff, allegedly being the Plaintiff’s salary in lieu of compensation for the period July 2008 to July 2009 including interest thereon @ 18% for the period August 2009 to August 2011 and interest @ 18% per annum on the claimed amount. The Defendants have filed their respective written statements with the Court Registry. The matter is pending. The amount involved in the matter is ` 17,875,000 and interest thereon @18% per annum. The next date of hearing is on 15 January 2014.

6. Dr Syed SabahatAzim, ex-chief executive officer of Sahaj e-village Ltd. (erstwhile SreiSahaj E-village Ltd.), has filed a company petition being No. 259 of 2011 before the Company Law Board, Eastern Region Bench, Kolkata against our Company, erstwhile SreiSahaj e-village Ltd. and others making various claims. The said Petition is currently pending. The amount involved in the matter is not ascertainable. The next date of hearing is on 31 January 2014.

7. Our Company extended by way of loan a sum of ` 1,000 million to one K. S. Oil Limited (“defendant”) vide Rupee Loan Agreement dated August 23, 2010. The above loan amount was secured by way of hypothecation of the defendant’s 92 wind turbines in the States of Madhya Pradesh, Rajasthan, Tamil Nadu and Gujarat vide Deed of Hypothecation dated August 23, 2010. The above charge was subservient to the charges created by the defendant in favour of its other consortium of lenders with State Bank of India as the lead bank (“Consortium”). The defendant defaulted in payment of the loan amount and interests accrued. We have instituted a criminal case being Case No. 10440 of 2012 before the Learned Chief Metropolitan Magistrate, Calcutta against K.S. Oil (hereinafter referred to as “Accused Company”), its Directors and its Company Secretary under sections 406, 420, 467, 468, 471, 477 read with 120B of the IPC for failure by the Accused Company to register the charges with the Registrar of Companies and for dishonour of cheques issued by the Accused Company with respect to the rupee loan of ` 1,000 million extended by us to the Accused Company. The opposite party (accused) has filed application being being CRR 1891 of 2013 under 482 of Cr. PC 1973, in the Hon’ble High Court at Calcutta and in this case the Hon’ble Court has granted a stay on the proceeding in the criminal case being Case No. 10440 of 2012 and this matter is appearing in the monthly list of Hon’ble High Court at Calcutta for hearing. .

8. Our Company has filed a recovery Application bearing No.O.A.No.393 of 2012 before the Hon’ble Debts Recovery Tribunal-1, Kolkata against Deccan Chronicle Holdings Limited and its Vice Chairman cum Managing Director Mr T. Vinayak Ravi Reddy (collectively referred to “Defendants”) for recovery of principal amount of loan of ` 240 Crores provided to Defendants from time to time by the Company under various loan agreements along with applicable interests aggregating to ` 3,017,024,829/- . The matter is pending as on date. The next date of hearing is on 20 December 2013 .

9. Our Company has filed a recovery Application bearing no. 477 for 2012 before the Hon’ble Debts Recovery Tribunal-I, Kolkata against (1) Gujarat Hydro Carbons and Power SEZ Limited (Defendant No.1), (2) Mr Aditya Kumar Jajodia (Defendant No.2), (3) Assam Company Limited (Defendant No.3) and (4) Link Holdings Private Limited (Defendant No.4) for recovery of principal amount of loan of ` 100 Crores provided to Defendant No 1 by the Company under loan agreement dated 5 January 2011 along with applicable interests aggregating to ` 1,21,41,39,813/-. The matter is pending as on date and next dates for hearing of two interim applications I.A. No. 831 of 2013 and I.A. No. No. 1027 of 2013 is 08.01.2014 and 14.01.2014 respectively. The opposite party has filed an appeal, at the Debts Recovery Appellate Tribunal, being Appeal no. 417 of 2013, against one order of Hon’ble Debts Recovery Tribunal-I, Kolkata passed in the application being OA no. 477 of 2012, no hearing date fixed as of date for this appeal.

10. By a Show-Cause-cum-Demand-Notice bearing C No. V (8) 57 / ST / Audit / A. Cell / Srei Infra / Kol / 12 / 8808 dated April 20, 2012 (“SCN”) issued by the Commissioner of Service Tax, Kolkata, Cenvat Credit to the tune of ̀ 45,046,750 availed by us during the period 2006-2007 to 2010-2011 has been sought to be disallowed by invoking the longer period of limitation of 5 years under proviso to Section 73(1) of the Finance Act, 1994. The SCN proposes to recover from us the above service tax amount of ` 45,046,750 along with applicable interest and penalty. We are contesting the matter and department is asking for further details from us. The matter is pending as on date. The next date of hearing is yet to be fixed.

11. The West Bengal Commercial Tax Authorities have rejected our claim of High Sea Sales in Transfer of Right to use transaction. Thereby raising a basic demand of ` 1,60,46,922/- & ` 50,96,381/- as interest. The total demand in the matter is ` 2,11,43,303/-. We have filed an Appeal in October 2013. The matter is to be fixed for hearing.

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36 SREI INFRASTRUCTURE FINANCE LIMITED

Litigation against our DirectorOne of our Non-Executive & Independent Directors, Mr Sujitendra Krishna Deb is involved in certain legal proceedings under Section 233 of the Act which are currently pending before relevant courts. In case the default in one or more such cases is proved to be wilful, the said Director shall be liable to punishment by way of a maximum fine of ` 10,000/- per such concluded proceeding.Material Development since the last Balance Sheet as on September 30, 2013In the opinion of the Board, other than as disclosed in the Prospectus, there has not arisen, since the date of the last financial statements, any circumstance that materially or adversely affects the profitability of our Company or the value of our assets or our ability to pay our material liabilities over the next 12 months.Pursuant to meeting of the Board of Directors of the Company on June 24, 2013, the Company has submitted an application dated June 27, 2013 to the Reserve Bank of India (RBI) for obtaining a banking license, based on the Guidelines for Licensing of New Banks in the Private Sector dated February 22, 2013 and the associated clarifications issued by RBI on June 03, 2013.

OTHER REGULATORY AND STATUTORY DISCLOSURESAuthority for the present IssueThe shareholders of our Company, subject to the Memorandum and Articles of Association, have passed a resolution under section 293(1) (d) of the Act, at the general meeting held on August 14, 2013which prescribes the maximum monetary limit for the purpose of borrowing. The aggregate value of the Debentures offered under the Prospectus, together with the existing borrowings of our Company, is within the approved borrowing limits of `2,50,000 million.The Issue of Debentures offered under the Prospectus is being made pursuant to resolution passed by the Board of Directors of our Company at its meeting held on May 20, 2013.Prohibition by SEBI / Eligibility of our Company to come out with the IssueOur Company and our Promoters have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. Further, no member of our promoter group has been prohibited or debarred by SEBI from accessing the securities market or dealing in securities due to fraud.Disclaimer clause of the BSEBSE LIMITED (“BSE”) HAS GIVEN VIDE ITS LETTER DATED DECEMBER 18, 2013 , PERMISSION TO THIS COMPANY TO USE BSE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. BSE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. BSE DOES NOT IN ANY MANNER: -a. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR

COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR

b. WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR

c. TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY BSE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST BSE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER.Disclaimer clause of the NSEAS REQUIRED A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONALSTOCK EXCHANGE OF INDIA LIMITED (“NSE”). NSE HAS

GIVEN VIDE ITS LETTER REF. NO. NSE/LIST/225001-H DATED DECEMBER 18, 2013 PERMISSION TO THE COMPANY TO USE NSE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCKEXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. NSE HAS SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNALPURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN BYNSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT HASBEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY ORENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFERDOCUMENT; NOR DOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED ORWILL CONTINUE TO BE LISTED ON THE NSE; NOR DOES IT TAKE ANY RESPONSIBILITYFOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, ITSMANAGEMENT OR ANY SCHEME OF PROJECT OF THIS COMPANY.EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OFTHIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION ANDANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE NSE WHATSOEVER BYREASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR INCONNECTION WITH SUCH SUBSCRIPTION/ ACQUISITION WHETHER BY REASON OF ANYTHINGSTATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.”Disclaimer clause of the RBIRBI HAS ISSUED CERTIFICATE OF REGISTRATION DATED 1 AUGUST 1998 AND A FRESH CERTIFICATE OF REGISTRATION DATED 30 MARCH 2011 RE-CLASSIFYING OUR COMPANY UNDER THE CATEGORY “INFRASTRUCTURE FINANCE COMPANY – NON DEPOSIT ACCEPTING”. IT MUST BE DISTINCTLY UNDERSTOOD THAT THE ISSUING OF THIS CERTIFICATE AND GRANTING A LICENSE AND APPROVAL BY RBI IN ANY OTHER MATTER SHOULD NOT IN ANY WAY, BE DEEMED OR CONSTRUED TO BE AN APPROVAL BY RBI TO The Prospectus NOR SHOULD IT BE DEEMED THAT RBI HAS APPROVED IT AND THE RBI DOES NOT TAKE ANY RESPONSIBILITY OR GUARANTEE THE FINANCIAL SOUNDNESS OF OUR COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED BY OUR COMPANY IN THIS CONNECTION AND FOR REPAYMENT OF DEPOSITS / DISCHARGE OF LIABILITIES BY OUR COMPANY.Statement by the Board:(i) All monies received pursuant to the Issue shall be transferred to a bank account

other than the bank account referred to in Section 40 of the Companies Act 2013;

(ii) Details of all monies utilized out of the Issue shall be disclosed under an appropriate separate head inour Company’s financial results, indicating the purpose for which such monies were utilized; and

(iii) Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separatehead in our Company’s financial results, indicating the form in which such unutilized monies havebeen invested.

ListingThe NCDs proposed to be offered through the Prospectus are proposed to be listed on the Stock Exchanges. We had applied for obtaining in-principle approval for the Issue and the same has been obtained from BSE vide BSE’s letter DCS/SP/PI-Bond/13/13-14 dated December 18, 2013 and from NSE vide NSE’s letter ref. no. NSE/LIST/225001-H dated December 18, 2013. If permissions to deal in and for an official quotation of our NCDs are not granted by BSE and NSE, our Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within twelve (12) Working Days from the date of Issue Closing Date.For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the Series, such NCDs with Series(s) shall not be listed.

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37SREI INFRASTRUCTURE FINANCE LIMITED

Consents Consents in writing of: (a) the Directors, (b) the Compliance Officer to the Issue, (c) the Compliance Officer of the Company, (d) Chief Financial Officer, (e) the Statutory Auditors, (f) Bankers to our Company, (g) Lead Managers & Co-Lead Managers, (h) Registrar, (i) Legal Advisor to the Issue, (j) Credit Rating Agencies,(k) Lead Brokers, (l) Bankers to the Issue and (m) the Debenture Trustee, to act in their respective capacities, have been obtained and filed along with a copy of the Prospectus with the Stock Exchange.Expert OpinionExcept for the auditor’s report dated December 7, 2013and the statement of tax benefits dated December 7, 2013 issued by Haribhakti& Co, Chartered Accountants, our Company has not obtained any expert opinions.Common Form of TransferThe Issuer undertakes that there shall be a common form of transfer for the NCDs held in physical form and the provisions of SCRA / Act and all applicable laws shall be duly complied with in respect of all transfer of NCDs and registration thereof.Minimum SubscriptionIf our Company does not receive the minimum subscription of 75% of the Issue, i.e. ` 750 million, prior to Allotment, the entire subscription shall be refunded to the Applicants within twelve (12) Working Days from the date of closure of the Issue. If there is delay in the refund of subscription by more than eight (8) days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under Section 40 of the Companies Act, 2013.Filing of ProspectusThe Prospectus has been filed with Stock Exchange in terms of Regulation 7 of the Debt Regulations, for dissemination on their website(s).DividendThe details of dividend by our Company in the previous six years are as follows:

Financial Year ended Dividend Per Share (`) Total Dividend* (` in Mn)

31.03.2013 0.50 294.3031.03.2012 0.50 292.3031.03.2011 0.75 438.5031.03.2010 1.20 162.5031.03.2009 1.00 135.9031.03.2008 1.20 163.10

*inclusive of dividend distribution taxIssue Related ExpensesThe expenses of this Issue include, among others, fees for the Lead Managers and / or the Co-Lead Managers, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses for the Issue size of ` 1,000 million (assuming the full subscription ) are as follows:

(` In million)Activity Expenses % of Issue Size

of `1000 millionFees paid to the Lead Managers and the Co-Lead Managers

6.00 0.60%

Advertising and Marketing Expenses

25.00 2.50%

Printing and Stationery 5.00 0.50%Others (Debenture Trustee Fees, Registrar Fee, Credit Rating Fee, Legal Fees, Stamp Duty & Registration expense etc.)

3.50 0.35%

Total 39.50 3.95%The above expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of Allottees, market conditions and other relevant factors.

UnderwritingThis Issue has not been underwritten.Commission or Brokerage on Previous Public Issues(i) In December 2011, our Company came out with first tranche of an issue of long

term infrastructure bonds of face value of ̀ 1,000 each, in the nature of secured, redeemable, non-convertible debentures, having benefits under section 80 CCF of the Income Tax Act, 1961 aggregating upto ` 3,000 million.The company raised `248.90 million. The commission or brokerage paid in the said issue was 2.42%.

(ii) In September 2012, our Company came out with an issue of secured redeemable non-convertible debentures of face value of ` 1,000 each aggregating upto ` 1,500 million. The company raised 767.90 million The commission or brokerage paid in the said issue was 1.60% %.

(iii) In March 2013, our Company came out with an issue of secured redeemable non-convertible debentures of face value of ` 1,000 each aggregating upto ` 1,500 million. The company raised `1337.03 million. The commission or brokerage paid in the said issue was 1.55% %.

(iv) In August 2013, our Company came out with an issue of secured redeemable non-convertible debentures of face value of ` 1,000 each aggregating upto `2,000 million. The company raised `1026.49 million. The commission or brokerage paid in the said issue was 2.07 %.

Mechanism for redressal of investor grievancesKarvy Computershare Private Limited has been appointed as the Registrar to ensure that investor grievances are handled expeditiously and satisfactorily and to effectively deal with investor complaints. The MoU between the Registrar and our Company will provide for retention of records with the Registrar for a period of at least three years from the last date of despatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the Registrar for redressal of their grievances. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, Application Form number, address of the Applicant, number of NCDs applied for, Series of NCDs applied for, amount paid on Application, Depository Participant and the collection centre of the Members of the Syndicate where the Application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a)the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full details such as name, address of Applicant, Application Form number, Series applied for number of NCDs applied for, amount blocked on Application.All grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to the relevant Stock Exchanges.Details regarding the capital issue during the last three years by our Company and other listed companies under the same management within the meaning of section 370 (1B) of the ActFor further information please refer to page 175 of the ProspectusREGULATIONS AND POLICIESFor details please refer to page 179 of the Prospectus

RISK FACTORSAn investment in NCDs involves certain degree of risk. Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in the Prospectus before making any investment decision relating to the Issue. The risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the NCDs. If any of the following risks or other risks that are not currently known or are deemed immaterial at this time, actually occur, our business, financial condition and results of operation could suffer, the trading price of the NCDs could decline and you may lose all or part of your maturity amounts and / or interest amounts. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The order of the risk factors appearing hereunder is intended to facilitate ease of reading and

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38 SREI INFRASTRUCTURE FINANCE LIMITED

reference and does not in any manner indicate the importance of one risk factor over another. Unless the context requires otherwise, the risk factors described below apply to us / our operations only.The Prospectus also contains forward-looking statements that involve risks and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in the Prospectus.Investors are advised to read the following risk factors carefully before making an investment in this Issue. You must rely on your own examination of our Company and this Issue, including the risks and uncertainties involved.INTERNAL RISKS1. We are subject to certain legal proceedings and we cannot assure you that we

will be successful in all of these actions. In the event we are unsuccessful in litigating any or all of the disputes, our business and results of operations may be adversely affected.

2. SEBI has passed interim ex-parte order against the Promoter and one of our non-executive director for alleged non-compliance of minimum public shareholding requirement (MPSR) by a listed company, in which they are directors.

3. As an NBFC, the risk of default and non-payment by borrowers and other counterparties may materially and adversely affect our profitability and asset quality. Any such defaults and non-payments would result in write-offs and/or provisions in our financial statements which may materially and adversely affect our profitability and asset quality.

4. Private sector infrastructure industry in India is still at a relatively early stage of development and is linked to the continued growth of the Indian economy, the sectors on which we focus and stable regulatory regimes. In the event that central and state government initiatives and regulations in the infrastructure industry do not proceed in the desired direction, or if there is any downturn in the macroeconomic environment in India or in specific sectors, our business, future financial performance and results of operations could be materially and adversely affected.

5. We may be exposed to potential losses due to a decline in value of assets secured in our favour, and due to delays in the enforcement of such security upon default by our borrowers.

6. If we are unable to manage our rapid growth effectively, our business, future financial performance and results of operations could be materially and adversely affected.

7. We face increasing competition in our business which may result in declining margins if we are unable to compete effectively.

8. Infrastructure projects carry certain risks which, to the extent they materialize, could adversely affect our business and result in defaults/ delays in repayment of our loans and investments declining in value which could have a material and adverse effect on our business, future financial performance and results of operations.

9. Our Company has significant Exposure to certain sectors and to certain borrowers and if these Exposures become non-performing, such Exposure could increase the level of non-performing assets in our Portfolio and materially affect our business, future financial performance and results of operations and the quality of our asset Portfolio.

10. Our indebtedness and restrictive covenants imposed by our financing agreements could restrict our ability to conduct our business and operations.

11. Our inability to obtain no objections from our lenders for the Issue, in a timely manner or at all could adversely affect raising of funds.

12. We may experience delays in enforcing collateral when the borrowers who are customers of our Company default on their obligations to us, which may result in failure to recover the expected value of collateral and may materially and adversely affect our business and future financial performance.

13. Our investments can be particularly volatile and may not be recovered.14. As a consequence of being regulated as an NBFC and IFC, and a PFI, we

have to adhere to certain individual and borrower group Exposure limits under the RBI regulations.

15. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, as a result, would negatively affect our net interest margin and our business.

16. We have entered into certain related party transactions.17. Any increase in or realization of our contingent liabilities could adversely

affect our financial condition.18. Material changes in the regulations that govern us and our borrowers could

cause our business to suffer.19. Our insurance coverage may not adequately protect us against losses, and

successful claims against us that exceed our insurance coverage could harm our results of operations and diminish our financial position.

20. A failure of our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our businesses, cause damage to our reputation and result in losses.

21. Our failure to comply with financial and other restrictions imposed on us under the terms of our borrowings could adversely affect our ability to conduct our business and operations.

22. We may be required to increase our capital ratio or amount of reserve funds, which may result in changes to our business and accounting practices that may materially and adversely affect our business and results of operations.

23. We are affected by volatility in interest rates for both our lending and treasury operations, which could cause our net interest income to decline and adversely affect our return on assets and profitability.

24. In addition to our Rupee borrowings and financial activities, we currently have foreign currency borrowings as well as financing activities, which are likely to continue or increase in the future, which will expose us to fluctuations in foreign exchange rates, which could adversely affect our financial condition.

25. Our business requires substantial funding, and any disruption in funding sources would have a material and adverse effect on our liquidity and financial condition.

26. Our success depends in large part upon our management team and skilled personnel and our ability to attract and retain such persons.

27. Our results of operations could be adversely affected by any disputes with our employees.

28. We are exposed to various operational risks, including the risk of fraud and other misconduct by employees or outsiders.

29. System failures or inadequacy and security breaches in computer systems may adversely affect our business.

30. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of our counterparts in India and in some developed countries.

31. Our business is based on the trust and confidence of our customers; any damage to that trust and confidence may materially and adversely affect our business, future financial performance and results of operations.

32. The proposed adoption of IFRS could result in our financial condition and results of operations appearing materially different than under Indian GAAP.

33. As an infrastructure lending institution, notified as a PFI, we will receive certain additional tax benefits in the future as a result of the type of lending operations we conduct. These benefits may become unavailable as per future regulatory guidelines, which may affect our profits to the extent of the additional tax benefits we are currently availing.

EXTERNAL RISKS1. Risks Relating to India1. Governmental and statutory regulations, including the imposition of an

interest rate ceiling, may adversely affect our operating results and financial position..

2. Political instability or changes in the Government in India or in the Government of the states where we operate could cause us significant adverse effects.

3. Regional hostilities, terrorist attacks, civil disturbances or social unrest, regional conflicts could adversely affect the financial markets and the trading price of our NCDs could decrease.

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

39SREI INFRASTRUCTURE FINANCE LIMITED

4. Our growth depends on the sustained growth of the Indian economy. An economic slowdown in India and abroad could have a direct impact on our operations and profitability.

5. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on the trading price of the NCDs.6. Outbreaks of epidemic diseases may adversely affect our operations.7. Trading of the NCDs may be limited by temporary exchange closures, broker defaults, settlement delays, strikes by brokerage firm employees and disputes.2. Risks Associated with the NCDs1. There is no guarantee that the NCDs issued pursuant to this Issue will be listed on BSE and NSE in a timely manner, or at all.2. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs.3. There is no active market for the NCDs on the stock exchanges. As a result the liquidity and market prices of the NCDs may fail to develop and may accordingly be

adversely affected.4. Debenture Redemption Reserve (“DRR”) would be created up to an extent of 25% for the NCDs.5. Any downgrading in credit rating of our NCDs may affect our the trading price of the NCDs.6. Changes in interest rates may affect the price of our Company’s NCDs.7. Payments made on the NCDs is subordinated to certain tax and other liabilities preferred by law.8. There may be a delay in making refunds to Applicants.For details please refer to page 12 of the Prospectus

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONThe contracts and documents which are or may be deemed material have been entered by our Company. Copies of these contracts and the other documents referred to hereunder, may be inspected at the Registered Office of our Company at ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046 from 10.00 a.m. to 5.00 p.m. on any business days from the date of the Prospectus until the date of closure of the Issue.

DECLARATIONWe, the Directors of Srei Infrastructure Finance Limited, certify that all the relevant guidelines issued by the Government of India, SEBI, applicable provisions under the SCRA, SCRR, the Companies Act and the Debt Regulations have been complied with. We further certify that the disclosures made in the Prospectus are true, fair and correct and adequate and in conformity with the Companies Act , Schedule I of the Debt Regulations and the Listing Agreements executed with the Stock Exchanges, to the extent applicable.

Yours faithfully,Salil K. GuptaChief Mentor & Director, Independent Director

HemantKanoriaChairman & Managing Director

Sunil KanoriaVice Chairman, Non-Executive Director

Saud IbneSiddiqueNon-Executive Director

S. RajagopalNon-Executive & Independent Director

Satish C. JhaNon-Executive & Independent Director

S. K. DebNon-Executive & Independent Director

S. ChatterjeeNon-Executive & Independent Director

Martin CzurdaNon-Executive & Independent Director

Punita Kumar SinhaNon-Executive & Independent Director

Place: KolkataDate: December 23, 2013

FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS

40 SREI INFRASTRUCTURE FINANCE LIMITED

TIMING FOR SUBMISSION OF APPLICATION FORMFurther please note that Application shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) (“Bidding Period”) during the Issue Period as mentioned above by the Members of the Syndicate, Trading Members and designated branches of SCSBs as mentioned on the Application Form, except that on the Issue Closing Date when Applications shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extended time as permitted by Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchanges Platform would be rejected.Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in the Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, Trading Members or designated branches of SCSBs is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise.

CENTRES FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMSIn relation to ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange only in the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange is provided on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1350298477356.html or at such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting ASBA Applications from Members of the Syndicate or the Trading Members of the Stock Exchange only in the Specified Cities, see the above mentioned web-link.

BIDDING CENTRE DETAILSICICI SECURITIES LIMITED

MUMBAI : ICICI Securities Ltd , Gr. Floor, H.T Parekh Marg, Back Bay Reclamation,Churchgate, MUMBAI - 400020; ICICI Securities Ltd , SHREE SAWAN KNOWLEDGE PARK, GR. FLOOR, PLOT NO. D-507, T.T.C INDUSTRIAL AREA, M.I.D.C, TURBHE, NEAR JUINAGAR RAILWAY STATION, 400705

A. K. STOCKMART PRIVATE LIMITED

AGRA A K STOCKMART PVT LTD C/O IKITA GUPTA 9 SBI COLONY 1ST FLOOR OPP SUBHASH PARK MG ROAD 282002 7351925461 /09319087289 ALLAHABAD A K STOCKMART PVT LTD C/O PADMAVATI FINANCIAL SERVICES PUNEET TONDON BLDG -28 HASTINGS ROAD 211001 9335143387 [email protected] AHMEDABAD A K STOCKMART PVT LTD 101/102, KALVANNA, NEW CENTER POINT, PANCHVATI CIRCLE, AHMEDABAD 380009 07932910590 ; A K STOCKMART PVT LTD C/O AABGI INVESTMENT, MAITRIK SANGHAVI , F-208, TITANIUM CITY CENTRE, NR. IOC PETROL PUMP, ANAND ANGAR ROAD, AHMEDABAD: 380015, 9924655449. AURANGABAD A K STOCKMART PVT LTD C/O ABHIJIT C. BHAIWAL SHOP NO B-2 UDYOG DRUSHTI APARTMENT GOLWALKAR GURUJI MARG ULKA NAGARI 431005 9689915013 BANGALORE A K STOCKMART PVT LTD 709/710, 5TH FLOOR, BRIGADE TOWER, NO 135, BRIGADE ROAD, BANGALORE – 560025 BHAVNAGAR A K STOCKMART PVT LTD C/O SIDDHARTH UDAYBHAI SARVAIYA B/11-12 RADHESHYAM COMPLEX BELOW IDBI BANK WAGHAWADI ROAD 364002 9227358885 [email protected] BHILWARA A K STOCKMART PVT LTD C/O ANIL KUMAR LADHA 1-N-58 R.C.VYAS COLONY NEAR WATER TANKI 311001 9829244797 [email protected] BHUBANESWAR A K STOCKMART PVT LTD C/O PR FINANCIAL CONSULTANTS PVT LTD PRABIR KUMAR RATH 18 BAPUJI NAGAR 751009 9437422488 [email protected] CHENNAI A K STOCKMART PVT LTD NO 17 A 1ST FLOOR WELLINGTON ESTATE ETHIRAJ SALAI EGMORE CHENNAI 600006 04442147213/42145404 COIMBATORE A K STOCKMART PVT LTD C/O VSSL STOCK BROKING PRIVATE LIMITED S.LAKSHMANASAMY 85-C L.G.ARCADE SENGUPTA STREET RAMNAGAR 641009 9843144212 CUTTACK A K STOCKMART PVT LTD C/O BISWA PRASAD DAS 2ND FLOOR KB COMPLEX STATION ROAD NEAR HP PETROL PUMP COLLEGE SQUARE 753003 0671-2549715 / 2548715/ 9338089590,6991247 [email protected]/ C/O VIKASH SRIVASTAVA KAIBALYA 1ST FLOOR LINK ROAD ABOVE ING VYASA BANK 753012 9337071717 [email protected] DEHRADUN A K STOCKMART PVT LTD C/O STERLING PORTFOLIO & LEASING RAJENDRA SINGH BISHT 202 NEELKANTH COMPLEX 43 RAJPUR ROAD 248001 09837003530 [email protected] DHANBAD A K STOCKMART PVT LTD POONAM AGARWAL POONAM AGARWAL POONAM AGARWAL NARAYANI SECURITIES 307 SAI RAM 09864014385LAZA BANK MORE 826001 9835142301 [email protected] ERODE A K STOCKMART PVT LTD C/O HAD BEST FINANCIAL SERVICE K EZHILARASU 139 NSA NAGAR 1ST FLOOR SANKAR NILAYAM NEAR CLUB MELANGE PERUNDURAI ROAD 638011 9865267766 GANDHIDHAM A K STOCKMART PVT LTD C/O M/S. GLOBAL INVESTMENT CHINTAN CHHEDA D B Z. – SOUTH – 170 KUTCHH 370201 02836235222/ 9879517274 GHAZIABAD A K STOCKMART PVT LTD C/O KHULLAR PAYAL KHULLAR R13/111 RAJ NAGAR 201002 09810236377 [email protected] GORAKHPUR A K STOCKMART PVT LTD C/O DHIRAJ KUMAR GUPTA 1ST FLOOR RAM GOVIND COMPLEX OPP RAJ CINEMA SUMER SAGAR ROAD GORAKHPUR 273001 09305903555/07897820804/0551-2205986 [email protected] GUWAHATI A K STOCKMART PVT LTD C/O AMIT INVESTMENT RATANLAL JAIN 1ST FLOOR ROOM NO.1 KAMAKHYA UMANANDA BHAWAN A.T. ROAD 781001 9435040067 [email protected]/ A K STOCKMART PVT LTD C/O SHREE SALASAR CAPITAL MARKET NITIN JAIN BRAND NEW DAY BHAGABAN BHARALI COMPLEX NEAR KOTAK MAHINDRA BANK G S ROAD 781007 9678008140 [email protected]/ A K STOCKMART PVT LTD C/O PARAS MAL JAIN PARAS MAL JAIN PARAS MAL JAIN SARAF BLDG ANNEX R NO 5 3RD FLOOR AT ROAD 781001 9864014385 [email protected] HISSAR A K STOCKMART PVT LTD C/O INDRAWATI SHARMA INDRAWATI SHARMA INDRAWATI SHARMA BLD-22-24 PUSHPA COMPLEX 125005 9812090450 [email protected] HYDERABAD A K STOCKMART PVT LTD OFFICE NO 1, 2ND FLOOR, M.C.H. PREMISES NO 6-3-249/6, ALCAZAR PLAZA & TOWERS,ROAD NO 1, BANJARA HILLS, HYDERABAD – 500034 04066759862 HUBLI A K STOCKMART PVT LTD C/O UTTAMCHAND OSWAL OSWAL OSWAL FUND HOUSEU NEAR KARNATAKA BANK NEW COTTON MARKET 580029 9243281200 INDORE A K STOCKMART PVT LTD C/O HARISH AGRAWAL 206 GOLD ARCADE 3/1 NEW PALASIA INDORE 452001 09826062666/09406683322/0731-4002266 [email protected] JAIPUR A K STOCKMART PVT LTD C/O HEM SECURITIES LTD BABITA 203 JAIPUR TOWER M.I RD 302001 9352658239 [email protected] JAMNAGAR A K STOCKMART PVT LTD C/O ALPESH N DATTANI 2-A SECOND FLOOR AVANTIKA COMPLEX LIMDA LANE 361001 9328228010 JAMSHEDPUR A K STOCKMART PVT LTD C/O ALOK KUMAR AGARWAL BINAPANI TRADE CENTRE SF-1 2ND FLOOR SAKCHI 831001 9334053272 [email protected] A K STOCKMART PVT LTD C/O VYANA ADVISORY PVT LTD ABHINAV KHETTRY 76 CHITRAKOOT 7TH FLOOR 230A AJC BOSE ROAD 831001 9836333525 [email protected] C/O GARG SECURITIES PVT LTD GARG SECURITIES PVT LTD SHREE RAM AGARWAL 1 GULATI COMPLEX IN FRONT OF MILKHIRAM MARKET 831003 9431302001 JODHPUR A K STOCKMART PVT LTD C/O VIRENDRA MEHTA 204 POONAMCOMPLEX SARDARPURA 3RD ROAD 342003 9414145124 [email protected] KANPUR A K STOCKMART PVT LTD C/O SPFL SECURITIES LIMITED NEERAJ JAIN GROUND FLOOR 2G KAN CHAMBER 14/113 CIVIL LINES 208002 9335017410 [email protected] KOCHI A K STOCKMART PVT LTD C/O ROBINS INDIA CAPITAL MANAGEMENT PVT. LTD MANOJ 39/9917 3RD PULLATH BUSINESS CENTRE KURISHUPALLY ROAD RAVIPURAM 682015 080-89072350/ 09605612898 [email protected] / ACCESS FINSERVE ACCESS FINSERVE MR. RAMESH A CIVIL LINE ROAD OPP. PADIVATTOM BUST STOP EDAPALLY P.O. KOCHI 682024 0484-4041113/ 09287280473/ A K STOCKMART PVT LTD C/O MR. SANGEETH KUMAR K S MR. SANGEETH KUMAR K S MR. SANGEETH KUMAR K S CC27/3005 GIRINAGAR CLUB ROAD GIRINAGAR KADAVANTHARA 682020 04846406407/ 08943333601 KOLKATA A K STOCKMART PVT LTD 1408, OM TOWERS 14TH FLOOR 32 J L NEHRU ROAD KOLKATA 700 071 MADURAI A K STOCKMART PVT LTD C/O EASY INVESTMENTS 46/1 1ST FLOOR MAIN ROAD KK NAGAR 625020 09944193339/ 9366696000 MANGALORE A K STOCKMART PVT LTD C/O ARUNANJALI SECURITIES NORBERT SHENOY URWA CHURCH SCHOOL COMPLEX 1ST FLOOR LADYHILL KULOOR FERRY ROAD URWA 575006 9880100798 [email protected] MUZAFFAR NAGAR A K STOCKMART PVT LTD C/O MANI KANTA JAIN MANI KANTA JAIN 15-D VAKIL ROAD NEW MANDI MUZAFFARNAGAR 251001 9837464013 [email protected] MUMBAI A K STOCKMART PVT LTD

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

41SREI INFRASTRUCTURE FINANCE LIMITED

30-39 4TH FLOOR, FREE PRESS HOUSE, FREE PRESS JOURNAL MARG, NARIMAN POINT MUMBAI 400021 67546500 MYSORE A K STOCKMART PVT LTD C/O MONEYLINE MONEYLINE SANJAG J OFFICE NO 2 1ST FLOPR KANNADA SAHITHYA BHAVAN ROAD VIJAYANAGAR 1ST STAGE 570017 9844158548 [email protected] NAGPUR A K STOCKMART PVT LTD C/O OM APEX INVESTMENTS SERVICES PVT. LTD. G V IYER C-1 YUGDHARAM COMPLEX CENTRAL BAZAR ROAD RAMDASPETH 440010 9822203500 / 09225000000 /09890100500 [email protected] NEW DELHI A K STOCKMART PVT LTD 609 6TH FLOOR ANTRIKSH BHAWAN 22 KASTURBA MARG CONNAUGHT PLACE NEW DELHI 110001 NOIDA A K STOCKMART PVT LTD C/O SHIPRA RAI WEALTH DIRECT SF-20 2ND FLOOR ANSAL FORTUNE ARCADE SECTOR-18 201301 9971041188 [email protected] PUNE A K STOCKMART PVT LTD OFFICE NO 705 7TH FLOOR SOHRAB HALL 21 SASOON ROAD PUNE 411001 020 - 64002241 A K STOCKMART PVT LTD C/O JANAK MERCHANT 7 M G ROAD PUNE CAMP 13 BASEMENT WONDERLAND 411001 020 – 40068695 [email protected]; [email protected]/ A K STOCKMART PVT LTD C/O VILEKHA PRADEEP DOSHI B-6 SWOJAS COMPLEX PARIHAR CHOWK AUNDH 411007 9322310470 / 020-25890824 [email protected] SURAT A K STOCKMART PVT LTD C/O BASTAWALA SECURITIES NILANG BASTAWALA 301 CITY SQUARE BUILDING OPP. BSNL OFFICE AJRAMAR CHOWK NEW RANDER ROAD 395009 9825409920 [email protected]/ A K STOCKMART PVT LTD C/O CONCEPT SECURITIES PVT. LTD HEMANT ISHVERLAL DESAI 401 EMPIRE STATE BUILDING NR. UDHNA DARWAJA RING ROAD 395002 9879551133 [email protected] SURENDRANAGAR A K STOCKMART PVT LTD C/O DAMYANTIBEN HARIVALLABHBHAI JANI DAMYANTIBEN HARIVALLABHBHAI JANI 2-A SECOND FLOOR AVANTIKA COMPLEX LIMDA LANE 361001 9825506111 TRICHY A K STOCKMART PVT LTD C/O STOCK FOCUS FINANCIAL SERVICES P LTD SUBRAMANIAN GURUMURTHY NO-69 NORTH ANDAR STREET 620002 09842451975/ 09842492829 VARANASI A K STOCKMART PVT LTD C/O SHRIRAM DISTRIBUTOR SANJAY KAPOOR D-64/127 C-H ARIHANT COMPLEX NAGAR NIGAM ROAD SIGRA VARANASI 542001 9336835110 / 9415000000 [email protected]

AUM CAPITAL MARKET PRIVATE LIMITED

AUM Capital Market Pvt. Ltd, - 5, Lower Rawdon Street, Aakashdeep Building, 1st Floor, Kolkata - 700020

AXIS CAPITAL LIMITED

BANGALORE: Axis Capital Ltd, 2A, 2nd Floor, REDIFICE Signature, Hospital Road, Pin: 560001,Ph: 080-40333222,CHENNAI: Axis Securities Ltd, 11, Vijay Delux Apartments, 7/4 First Main Road, CIT Colony, Mylapore, Pin: 600004,Ph: 044-39184335/4226, HYDERABAD: Axis Securities Ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Floor, Somajiguda, Pin: 500082,Ph: 040-39893626/30658502, MUMBAI: Axis Capital Ltd, 4A/5C, Khatau Building, Ground floor, Alkesh Dinesh Mody Marg, Fort, Pin: 400001, Ph: 022-22677901, NEW DELHI: Axis Capital Ltd, 815-816,8th Floor, Ambadeep Building, K.G.Marg, Pin: 110001,Ph: 011-46769649, PUNE: Axis Capital Ltd, 1248 A, Asmani Plaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana, Pin: 411004, Ph: 020-30547125, RAJKOT: Axis Securities Ltd, 308, 3rd Floor, Towar Commercial Complex, Jawahar Complex, Near Galaxy Hotel, Pin: 360001, Ph: 0281-2226383/384, VADODARA: Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Pin: 390007, Ph: 9377225295

JUST TRADE SECURITES LIMITED (Formerly 'BAJAJ CAPITAL INVESTOR SERVICES LTD')

AGRA: Bajaj Capital, Shop No. 110, Ground Floor, Block No. 27/2/4, Sanjay Palace, Near Hotel Panchrattan, Agra – 282002, Ph: 0562-6457307. AHMEDABAD: Bajaj Capital, 2-L, 'Akik' Opp Lions Hall, Mithakhali Six Raod, Near Nalanda Hotel, Ellisbridge, Ahmedabad – 380006, Ph: 079-64500171, 72. AJMER: Bajaj Capital, 26, Ground Floor, Ajmer Tower, Kutchery Road, Ajmer - 305001. Ph: 0145-6451231,0145-6451232. ALLAHABAD: Bajaj Capital, Shop No. F-5 , Indira Bhawan, Civil Lines, ALLAHABAD – 211001, Ph: 0532-6452481,0532-6452482. BANGALORE: Bajaj Capital, Unit 104-107, First Floor, ‘A’ Wing, Mittal Towers, M.G. Road, Bangalore – 560001, Ph: 080-65471121, 65471123. Bajaj Capital, 759, Shri Jayalakshmi Nivasa, 100-ft Road, Indira Nagar, (Opp. SBI Personal Bank) Bangalore-38, Ph: 080-65471127 / 26. Bajaj Capital, 4, Lakshmi Mansion, 81/B,8th Main Road, Opp. Food World, 3rd Block, Jaya Nagar, Bangalore -11, Ph: 080-65471128 / 29. Bajaj Capital, Raheja Arcade, 1st Floor, #122, Koramangala, Bangalore-34, Ph:080-65471130 / 31. Bajaj Capital, 197, Sampige Rd, Near 11th Cross, (Above Karnataka Bank) Malleshwaram, Bangalore- 3, Ph: 080-65471132 / 33. Bajaj Capital, Rajaji Nagar 293/1, 17th Main Road "D", IIIrd Block, Rajaji Nagar, Bangalore-10, Ph: 080-65471139 / 38. BHAGALPUR: Bajaj Capital, 2nd Floor, Chandralok Complex, Near Ghantaghar, Bhagalpur – 812001, Ph: 0641-9234300737. BHOPAL: Bajaj Capital, Shop No. 6, First Floor, Jyoti Cinema Complex, M.P. Nagar, Zone1, Bhopal – 462011, Ph: 0755-6459550. BHUBANESHWAR: Bajaj Capital, Plot No. 1/A, Ground Floor, Station Square, Kharvel Nagar, Bhubneswar – 751001, Ph: 0674 - 6451257, 6451269. CHANDIGARDH: Bajaj Capital, SCO 341 - 342, First Floor, Sector 35B, Chandigarh 160036, Ph: (0172) , 6451612 – 13. CHENNAI: Bajaj Capital, Wellington Plaza, 3rd Floor, 90, Anna Salai, Chennai – 600002, Ph: 044-23451207, 08. Bajaj Capital, K.R. BUILDINGS, No. 12, L.B. Road, Adyar, Chennai - 600 020, Ph: 64588304 / 305 / 306. Bajaj Capital, W.111, First Floor, 3rd Avenue, Anna Nagar, Chennai – 40, Ph: 64588309 / 310, 64581539. Bajaj Capital, Shop No. 4, Trinity Complex, No.110, 4th Avenue, Ashok Nagar, Chennai – 83, Ph: 64588311 / 312. Bajaj Capital, No. 7, R.K. Mutt Road, (Near Indian Bank) Mylapore, Chennai – 4, Ph: 64581540 / 64588318 / 317. Bajaj Capital, Shop No. 4, Plot No. 3, 29th Street, Nanganallur, Chennai-61, Ph: 64588320 / 319. Bajaj Capital, Bridge Port, New No. 29, Old No. 12, Burkit Road, T. Nagar, Chennai-17, Ph: 64588321 / 22. Bajaj Capital, Shop No. 5, Ground Floor, Vikas Plaza, 37/C, Velachery, Tambaram Road, Chennai – 42, Ph: 64588326 / 24. COIMBATORE: Bajaj Capital, No. 575, D.B. Road, First Floor, (Near Head Post Office) R.S. Puram, Coimbatore – 641002, Ph: 6470136, 38. DEHRADUN: Bajaj Capital, 15, Rohini Plaza, 11-E Rajpur Road, Dehradun – 248001, Ph: 0135-6452648,0135-6452649. DHANBAD: Bajaj Capital, Ozone Plaza, 1st Floor, Bank More, Dhanbad – 826001, Ph: 0326-2300576. FARIDABAD: Bajaj Capital, 5R/1 Ground Floor, B.K. Chowk, Near HDFC Bank, Faridabad – 121001, Ph: 0129 – 6466566. GHAZIABAD: Bajaj Capital, G-5, Ansals Satyam Building, Raj Nagar, District Centre, Ghaziabad – 201002, Ph: 0120 – 6493211,0120-6494070. GORAKHPUR: Bajaj Capital, Ground Floor, A D Towers, Bank Road, Gorakhpur, Gorakhpur – 273001, Ph: 0551-6453025,0551-6453026. GURGAON: Bajaj Capital, Super Mart B-201, Super Mart - 1, DLF City Phase - IV, Gurgaon – 122002, Ph: 0124-6469991,0124-6468105. Bajaj Capital, Sec 14 102, AKD Tower, Upper Ground Floor, Near HUDA Office, Sector-14, Gurgaon- 122001, Ph: 124- 6468101, 6468102. GUWAHATI: Bajaj Capital, Room No.102, 1st Floor, Dunfur Apartment, R G Baruah Road, Guwahati – 781024, Ph: 9207045530, 312. HYDERABAD: Bajaj Capital, 3-6-522, 2nd & 3rd Floor, Archies Showroom, Opp. KFC, Himayath Nagar, Hyderabad – 500029, Ph: 040 - 44555555, 64631421, 22. Bajaj Capital, Shop No. 4, Ground Floor, Swarnajayanthi Complex (HUDA) Ameerpet, Hyderabad – 500016, Ph: 040-64631425 / 24. Bajaj Capital, No.3/MIG-I, Near ICICI Bank, K.P.H.B. Colony, Kukatpally, Hyderabad – 500072, Ph: 64631427 / 26. Bajaj Capital, Shop No.10, First Floor, Minerva Complex, 94, S.D. Road, Secunderabad – 500003, Ph: 040-64631428, 29. JAIPUR: Bajaj Capital, G-3, Anukampa Tower, Opp. SangamTower, Church Road (M. I. Road), Jaipur – 302001, Ph: 0141-6503342, 43. JAMSHEDPUR: Bajaj Capital, Shop No. 53, 2nd Floor, Kamani Business Centre Bishtupur, Jamshedpur – 831001, Ph: 6457603, 6457627. KANPUR: Bajaj Capital, 106, Ratan Esquire, 14/144, Chunni Ganj, Kanpur – 208001, Ph: (0512) 6451763 – 64. KOCHI: Bajaj Capital, Rubicon Building, S.A. Road, South Over Bridge, Valanjambalam, Kochi – 682016, Ph: 0484-6452566, 65. KOLKATA: Bajaj Capital, 5th Floor, Room No. 507, 7/1, Lord Sinha Road, Kolkata – 700071, Ph: 033 – 22820383. Bajaj Capital, 9, Ezra Street, Kolkata-700001, Ph: 64578545 – 47. Bajaj Capital, Gagananchal Complex, Shop No. 38A, 37, Dr. Abani Dutta Road, Howrah – 711106, Ph: 64602157 - 58, 64604011. Bajaj Capital, B-9/20 (C. A), P O. Kalyani, Dist. Nadia, Kalyani-741235, Ph: 64605211, 64605214. Bajaj Capital, 182, Jessore Road (Satgachi Crossing), Dum Dum, Kolkata – 700074, Ph: 64578543. Bajaj Capital, Mezanine Floor, Flat No. 3, P - 24A, C I T Road Scheme VI M, Kolkata - 700054. Ph: 64578551 – 52. Bajaj Capital, Martin Burn House, Ground Floor, Room No. 15, 1, R N Mukherjee Road Kolkata – 700001, Ph: 64578553 – 54. Bajaj Capital, Sec-I BF-192, Sec-I, Salt Lake, Kolkata - 700064, Ph: 64578627 – 29. Bajaj Capital, Sec-V Plot No. IX-16, Block EP & GP, Sec-V, Salt Lake, Kolkata – 700091, Ph: 64578555 – 56. Bajaj Capital, First Floor, 4 Jatin Bagchi Road, Kolkata-700029. Ph: 64578548 – 50. Bajaj Capital, Ground Floor, Shop No. 9, ShreeramNagar, Teghoria, V I P Road, Kolkata-700052, Ph: 64578625. Bajaj Capital, 25/A, Raja Ram Mohan Roy Road, Kolkata – 700008, Ph: 64578542. Bajaj Capital, C-36, Lakshmi Narayan Colony, Po. Naktala, PS. Jadavpur, Kolkata-700047, Ph: 64578626. LUCKNOW: Bajaj Capital, 5, Commerce House, Habibullah Compound, 11, M.G. Marg, Hazratganj, Lucknow – 226001, Ph: 0522 – 6565568. LUDHIANA: Bajaj Capital, M-3, ABC Services, SCO-137, Feroze Gandhi Market, Ludhiana-1, Ph: (0161) 2412287. MADURAI: Bajaj Capital, Suriya Towers, No.5, First Floor, 272/273, Good Shed Street, Madurai – 625001, Ph: 0452 - 6461023, 6461024, 6461025. MANGALORE: Bajaj Capital, Essel Towers, BS 4, Bunts Hostel Circle, Mangalore – 575003, Ph: 0824-6451218, 17. MEERUT: Bajaj Capital, G-43, Ganga Plaza, Near Begam Bridge, Meerut cantt. - 250001, Ph: 0121 - 6451510, 6451511. MUMBAI: Bajaj Capital, Agra Bldg, Gr. Floor, 7/9 Oak Lane, Fort, Mumbai – 400023, Ph: 022 – 66376999. Bajaj Capital, A-24, Laram Shopping Center, Opposite Platform no. 6, Andheri (W), Mumbai – 400058, Ph: 022 - 65210112, 65210116. Bajaj Capital, Rashesh Building, Shop no. 11, 1st Floor, Near Maxus Mall, 150 ft Road, Bhayandar (w), 401104, Ph: 022 - 65991662 – 63. Bajaj Capital, Shop no.2, Nandkumar Apt, Factory Lane, Near Ambaji Mandir, Borivali (w), Mumbai

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

42 SREI INFRASTRUCTURE FINANCE LIMITED

- 400092, Ph: 65991664 – 65. Bajaj Capital, Room No.1, Gr Floor, Sunil Sadan Opp Grand Central Restaurant, M.D.S Marg, Chembur (E) Mumbai - 400071, Ph: 022- 65991667 – 68. Bajaj Capital, Shop No. 5, Abdul Kadar Jilani Building, Gokhale Road, Opp. Portugese Church, Dadar (w), Mumbai - 400 028, Ph: 65991669 – 70. Bajaj Capital, Office No. 4, Vishwas CHS, Ground Floor, Behaning Neel-Yog Square Mall, R. B. Mehta Marg, Ghatkopar (E), Mumbai – 400 077, Ph: 022 – 65991671 / 65210115. Bajaj Capital, Shop No 1, Dhara Complex, Plot No. 3&4, Sec-No 44, Seawoods, Nerul, Navi Mumbai – 400706, Ph: 022- 65991674 – 75. Bajaj Capital, Shop no - 3, Chaman House Co-op Hsg Society ,plot no - 34 ,Beside IDBI Bank Atm, Sion (E) Mumbai – 400022, Ph: 022 - 64518004, 65991677. Bajaj Capital, Shop No 3, 5th Floor, Tardeo Airconditioned Market, Mumbai - 400034, Ph: 64534950, 64534954. Bajaj Capital, R.No 5, Above Khandelwal Sweets, Opp Thane Railway Station, Gokhale Road, Thane (W) Mumbai – 400601, Ph: 022-25376898, 65991678 – 79. NAGPUR: Bajaj Capital, Shop No. 5, Pushpakunja Commercial Complex, Central Bazar Road, Ramdas Peth, NAGPUR – 440010, Ph: 0712-6618577. NASHIK: Bajaj Capital, G 18 & 19 , Suyojit Sankul, Tilak Wadi, Sharanpur Road, Nashik – 422002, Ph: 0253 - 6629011, 6629012. NEW DELHI: Bajaj Capital, Bajaj House, 97, Nehru Place, New Delhi – 110019, Ph: 011 – 41693000, 26410315. Bajaj Capital, N-10, Kalkaji, New Delhi, Ph: 64736914, 64640919. Bajaj Capital, 15, L.G.F. Central Market, Masoodpur, Vasant Kunj, New Delhi -110070, Ph: 64736918, 64640940. Bajaj Capital, Shop no. 15, Ground Floor, Deep Cinema Complex, Phase - 1, Ashok Vihar, Delhi – 110052, Ph: 64736944, 64640908. Bajaj Capital, United India Life Building, F-Block, Connaught Place, New Delhi – 1, Ph: 41790444 (30 Lines) 64640900-07. Bajaj Capital, DDA Shop No. 24, Ground Floor, Rama Krishna Market, No.1, I. P. Extension, Patparganj, Delhi – 110092, Ph: 64736942, 64640931. Bajaj Capital, DDA Shop No. 4, FD Market, Near Madhuban Chowk, Pitampura, Delhi - 110088, Ph: 64736902, 64640933. Bajaj Capital, 9, Ground Floor, Rajendra Bhawan, Rajendra Place (Opp. Rachna Cinema) New Delhi - 110008, Ph:, 64736940, 64640938. Bajaj Capital, 112, 1st Floor, Ansal Chamber- 1, Bhikaji Cama Place, New Delhi-110066, Ph: 64736916, 64640910. Bajaj Capital, F-1, Ist floor, B-87, Defence colony, New Delhi- 110024, Ph: 64736930, 64640912. Bajaj Capital, F-4, HL Square, Plot No. 6, Sector-5, Dwarka, New Delhi – 110075, Ph: 64736925, 64640915. Bajaj Capital, Shop No. 11 & 12, 7-A, Janakpuri Dist.Centre (Opp. Janak Puri Transport Authority), New Delhi – 110058, Ph: 64736912, 64640917. Bajaj Capital, Shop No. 3, Ground Floor, B-5, Tagore Market (Next to Post Office), Kirti Nagar - 110015, Ph: 64736922. Bajaj Capital, C-50, Shivalik, Main Road, Malviya Nagar, New Delhi-110017, Ph: 64736907, 64640923. Bajaj Capital, G-8&9, Ground Floor, Bhanot Tower, A-Block Opp. Jawala Heri Market, Paschim Vihar, New Delhi – 110063, Ph: 64640929, 64736947. Bajaj Capital, 19, DDA Market, Commercial Complex, Yusuf Sarai, New Delhi – 110016, Ph: 64640943 - 44, 64736937. NOIDA: Bajaj Capital, Sector -29 A-2, Brahmputra Commercial Complex, Near Rail Reservation Centre, Sec. 29,Noida-201301 Ph: 6494074 - 75, 6493213. Bajaj Capital, Sec-41 C-20, C Block Market, Sector-41, Noida-201301. Ph: 2570410, 6494077 – 78. PANAJI: Bajaj Capital, F2, 1st Floor, Alfran Plaza, Near Don Bosco School, Panaji, Goa, Panaji – 403001, Ph: 0484 – 2356869, 70. PATNA: Bajaj Capital, Flat No. 108, 1st Floor, Ashiana, Plaza, Budha Marg, Patna – 800001, Ph: 0612- 6451056 - 59, 61 – 63. PONDICHERRY: Bajaj Capital, No. 127/A, 100 Ft. Road,Natesan Tower, 1st Floor, Natesan Nagar, Pondicherry – 605001, Ph: 0413 - 6452334, 6452335. PUNE: Bajaj Capital, Shop No 6, Sanas Plaza, 1302, Subhash Nagar, Bazirao Road, Pune – 411002, Ph: 020-65009460, 61. Bajaj Capital, Suyash Plaza, Office No.08, 3rd floor, Opp-Selene Building, Bhandarkar road, Near Kamla nehru Park. Pune – 411004, Ph: 020 – 65009463. Bajaj Capital, Office no. 13, A Wing, Kamala Cross Road, Opp. PMPC office, old Mumbai highway, Pimpri, Pune – 411018, Ph: 020 – 46500150-51. RAJKOT: Bajaj Capital, 205, Metro Plaza, 2nd Floor, Near Ratnam Hospital, Jansata Chowk, Rajkot – 360001, Ph: 0281-6450135, 37. SALEM: Bajaj Capital, 22, GF, Omalur Main Road, SALEM – 636009, Ph: 0427 - 6452565, 6452566. SILLIGURI: Bajaj Capital, 3rd Floor, Jatin Das Sarani, (Near Jwel Club), Ashram Para, Siliguri, Siliguri – 734001, Ph: 9641831375. SURAT: Bajaj Capital, 106, 1st Floor, Vishwakarma Chambers, Majura Gate Crossing Road, Ring Road, Surat – 395002, Ph: 0261-6450421, 6450422. THIRUVANANTHAPURAM: Bajaj Capital, Edamala Plaza, TC 14/999 Opposite Police Headquarters, Vellayambalam Road, Vazahuthacadu Sasthamangalam Post, Thiruvananthapuram – 695010, Ph: 0491-6450176. TIRUCHIRAPALLI: Bajaj Capital, Swati Arcade, 73/1 - f 1st Floor Salaia Road, Thillai nagar, Thiruchirapalli – 620018, Ph: 0431 - 6452094, 6452095. TRICHUR: Bajaj Capital, VIII/78/9, Bharatha Kshemam Building, Next to SBI ATM, College Road, East Fort, Thrissur – 680005. Ph: 0487-6451533, 70. VADODARA: Bajaj Capital, 129 Siddharth Complex, R C Dutt Road, Vadodara – 390007, Ph: 0265 – 3088162. VARANASI: Bajaj Capital, D-58/53-54, 1st Floor, Shiva Complex, Rath Yatra Crossing, Varanasi – 221010, Ph: 0265-6450181. VIJAYWADA: Bajaj Capital, Kalyan Complex 39-1-89, 1st Floor, Beside OBC Bank, Temple Street, M.G. Road, Labbipet, Vijayawada – 520010, Ph: 0265 – 6450181. VISHAKHAPATNAM: Bajaj Capital, Door No. 10-1-125, 1ST Floor, Asilmetta Junction, Beside Prasad Labs, Visakhapatnam – 530003, Ph: 0891-6461773, 74.

DARASHAW & CO. PVT. LTD.

Mumbai: Regent Chambers, 7th floor, 702-03, 208 Nariman Point, Mumbai - 400 021 Ph No. 022 - 43022222

EDELWEISS BROKING LIMITED

AHMEDABAD: Edelweiss Broking Limited; Edelweiss House, 2nd Floor, Near Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009. Tel: 079-40019888 BANGALORE: Edelweiss Broking Limited; ASWAN, 15/6 Ground Floor, Prime Rose Road, Bangalore – 560001. Tel: 080 – 42471113. HYDERABAD: Edelweiss Broking Limited; 2nd Floor, M B Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016. Tel: 040–40316911. JAIPUR: Edelweiss Broking Limited; 601/602, 6th Floor, Green House, Ashok Marg, C Scheme, Jaipur 302001. Tel: 0141-4045167. KOLKATA: Edelweiss Broking Limited; Edelweiss, 1st Floor, Chhabil Das Tower, 6 A- Middleton Street, Kolkata, West Bengal- 700071. Tel: 033-40311940. MUMBAI: FORT: Edelweiss Broking Limited; 101,1st Floor, 12 New Bake House, Opp. Maharashtra State Co-op Bank, Near Old Karvy office, Fort, Mumbai-400001. Tel: 022-67494580/81. Edelweiss Broking Limited; 104, 1st Floor, P J Towers, Bombay Stock Exchange Bldg, Fort, Mumbai- 400001. Tel: 022-67471345 / 022-67494586. GHAKTOPAR: Edelweiss Broking Limited; Atlantic Commercial Tower, RB Mehta Road, Near Patel Chowk, Ghatkopar East, Mumbai-400077. Tel: 022-25012611/12, SANTACRUZ: Edelweiss Broking Limited; Bindu Shopping Centre, Grd Floor, Besant Street, Tilak Road, Near. Station Santacruz West, Mumbai-400054, Tel: 022-26485953/84. BORIVALI: Edelweiss Broking Limited, Shop No 10, Sucheta Enclaves, Maharashtra Lane, Off L. T Road Borivali (W) Mumbai-400092. Tel: 022-28914367. NEW DELHI: Edelweiss Broking Limited; 8-B, 8th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001., Tel: 011- 46501116/7 PUNE: Edelweiss Broking Limited; 1184, Unit No 3, 1st Floor, Gokul Building, F C Road, PUNE - 411005, Tel: 020-66056672. SURAT: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S ITC, Majuragate, Ring Road, Surat – 395002, Tel: 0261-2460537.

HDFC SECURITIES LIMITED

HDFC Securities Limited,I Think Techno Campus Building-B,"Alpha",Office Floor 8, Opp. Crompton Greaves,Near Kanjurmarg Station Kanjurmarg(East),Mumbai 400 042 India.

IDBI CAPITAL MARKET SERVICES LIMITED

AHMEDABAD - IDBI Capital Market Services Ltd. 314 – 3rd Floor, Crystal Arcade, Near. BSNL Complex, Opp. Girish Cold Drink, C. G. Road, Ahmedabad-380006. Gujarat. Tel. No. 079-30621859,40075053,54,55,56,57. BANGALORE - : IDBI Capital Market Services Ltd. 2nd Floor, Globe House, 105 Richmond Road, Bangalore – 560 025. Tel No. (+080) 22117859/32916109. BHOPAL - : IDBI Capital Market Services Ltd, Harrison House. “Upper ground floor “6 Malviya Nagar, near rajbhavan road, Bhopal-462003. Tel No. (+0755) 276 0010 / 325 5480 / 4224441. BHUBANESHWAR - : IDBI Capital Market Services Ltd, IDBI House, Jan path, Unit IX, Bhubaneswar- 751022. Tel No. (+0674) 320 8801 / 2 / 3, 254 5447. DELHI - IDBI Capital Market Services Ltd, 51/3, 2nd Floor, Desh Bandhu Gupta Road, Opp.Khalsa college, Karol bagh, New Delhi – 110005. Tel No. 011-47017131 / 33 / 34/ 9310403257.GUWAHATI: IDBI Capital Market Services Ltd. IDBI House, 4th Floor, ABC, G.S. Road, Guwahati - 781 005. Tel No. 0361-2450708 / 9864259980. HYDERABAD - : IDBI Capital Market Services Ltd. C/o IDBI Bank, 3rd, Floor, IDBI House, D.No. 5-9-89/ 1&2, Chapel Road, P.B.No.370, Hyderabad - 500 001. Tel No. (+040) 66747540/41/42/43/44. INDORE - 204, 2nd floor, Sapphire Heights Scheme Number 54, PU-3,12 A.B.Road, Opposite C21 Mall, Vijay Nagar, Indore-452010. (+0731)2554229/4248070 / 2554229/28. KOLKATA - : IDBI Capital Market Services Ltd, 6th Floor, IDBI House, Shakespere Sarani, Kolkata- 700 017. Tel. No. 033-40031149 /50 / 51 / 52 / 033 - 22892771 / 72 / 9831941070.MUMBAI - IDBI Capital Market Services Ltd. 3rd Floor, Mafatlal Centre, Nariman Point, Mumbai – 400021. Tel No. 022-43221143/1202/1391. NAGPUR - : IDBI Capital Market Services Ltd. 1st floor. Sanskrutik Sankul, Next To IDBI Bank, Zani Rani Square, Sitabuldi, Nagpur – 440012. Tel : 0712-25273 48 / 49 / 50 /9422128017. PATNA - : IDBI Capital Market Services Ltd., 205, 2nd Floor, Grand Plaza, Fraser Road, Patna- 800001. Tel No. (+0612) 320 0687 / 320 0727 / 9304810333. PUNE - : IDBI Capital Market Services Ltd. Off No: 32, 2nd Floor, Building B,Wing C, Shrinath Plaza, Modern College Road, Shivaji Nagar, Pune 411004. Tel No. (+020) 3291 3133 / 41200803

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

43SREI INFRASTRUCTURE FINANCE LIMITED

INDIA INFOLINE LIMITED

Head Offlice -: IIFL Center, B Wing, Trade Centre, Kamala Mills Compound, Off Senapati Bapat Marg, Lower Parel, Ahmedabad -: 4th Floor, High Street I, Above promart mall, Law Garden Cross Road, Ahmedabad-380006 Tel No .079-39874071. Ahmedabad-: India Infoline Limited, 2nd Floor, High Street 1, NR. G.L.S. College, Above Pro Mart Mall, LAW Garden Cross Road, Ahmedabad-380006.-Tel:7567182782, Bangalore -: 31/9, Krimson Square,2Nd Floor, Above Vishal Megamart,Rupena Agrahara, Hosur Main Road, Bangalore 560 068 Tel No. 080-42618100. Banglore -: India Infoline Ltd,Esquire Centre, #9/8,Block no-2C 2nd Floor, MG Road, MG Road Premia, Banglore-560001.Tel : 080-42778112 Baroda -: GF-14/15 AMrapali Complex Water Tank Road, Karelibaug, Vadodara-390018. Tel No -: 0265-3018261.Baroda -: 3rd Floor, Bhagwan Chambers,Opp. Circuit House, Alkapuri Baroda – 390007. Tel:9924116183. GF-14/15 AMrapali Complex Water Tank Road, Karelibaug, Vadodara-390018. Tel No -: 0265-3018261 Bhubaneshwar -: SOMI PALACE,1st Floor, Plot No-M5/17,Acharya Vihar, Bhubaneswar-751013 Tel No. 0674-2376414. Chandigarh -: 3015/16, 2nd Floor, Sec 22D, Opp Kishan bhawan, Chandigarh-160022.Tel No. 0172- 4650980. Chennai -: Tower No-143, MGR Salai, Near To Life Line Hospital Perungudi, Chennai-600096 Tel No. 044-43982650. Chennai-: Ganesh Complex, 2nd Floor, 393/280, Annasalai Teynampet, Chennai-600018.Tel : 9176554951 Chunniganj-: India Infoline Ltd, MCS Building, 96-5, Chunniganj The Mall, Kanpur UP-208001. Goa -: Alfran Plaza , 2Nd Floor, No S - 59/60,M.G.Road, Near Don Bosco School, Panaji Goa 403001 Tel No. 0832-2220011/12/13/14. Hyderabad -: India Infoline Ltd, D.No. 5-9-22/B/501, 5th & 6th Floor,My Home Sarovar Plaza,Secretariat Road,Hyderabad-500004. Tel No. 040-44889630. Hyderabad:-India Infoline Limited, My Home Sarovar Plaza, Secret Ariat Road, Hyderabad-04. Hubli-: India Infoline Ltd, 1st Floor, Sona Chambers, Club Road, HUBLI-580029. Tel : 09886021182, Jaipur -: 5Th Floor, City Mall,Bhagwandas Road,(Near To Rajmandir Cinema) Jaipur -302001. Tel No. 0141-3063301. Jaipur -: India Infoline Ltd, 50, JDA MARKET, Mansarovar Link Road, Hans Marg,Gopalpura Byepass,Jaipur-302018 Tel No. 0141-3085032. Jamshedpur -: 1st Floor,Tiweri Bechar,Bistupur,Jamshedpur-831001. Tel No. 09771435523. Kochi -:2Nd Floor,Sana Tower,M.G.Road,Jose Junction, Kochi -16. Tel No. 0484- 4028071. Kolkata -: Zonal Off, 1, Shakespere Sarani, Acmarket, 5Th Floor, Kolkata -700071. Tel No. 033-64590742. Kolkata -: India Infoline Ltd,Zonal Off, 1, Shakespere Sarani, ACMarket,Theatre Road,9th Floor, Kolkata -700071. Meerut - 2Nd Floor, Above Hdfc Bank,381 Westwern Kacheri Road,Meerut-250002. Tel No. 0121- 40161777. Mumbai -: India Infoline Limited, IIFL House, PlotNo.B-23, Road No.16, Thane Wagle estate, Thane (W)-400604. Tel No. 41035273/74/41030211. Mumbai -: India Infoline Ltd,Off No-1A, Building No 105,Opp. Bharat House,Mumbai Samachar Marg,Fort, Mumbai 400001. Tel No. 8898073617/20 , 022-49142100. Nashik -:10 & 11, Viraj Corner, Canada Corner, Nashik-422005. Tel No. 0253-3918750. New Delhi - : 71/3, 1St Floor, Rama Road, Najaphgarh Road, Above Dhl Bldg, Motinagar New Delhi-110015. Tel No. 011-42965037. New Delhi -: India Infoline Ltd71/3 ,1st Flr Najafgarh Road,Industrial Area , New Delhi -110015. 011-49315057. Patna - : 2Nd Floor, Ashiana Chamber, Block 'A', Exibition Road, Opp.Republic Hotel, Patna -800001. Tel No. 0612-6455416. Pune -: 5Th Floor, Lohia Jain It Park, Chandani Chowk, Paud Road, Pune-411038. Tel No. 020-30913423/020-30913414. Pune-: 5th Floor, Lohia Jain IT Park, Survey No- 150/A/1+2, Plot No-1 Paud Road, Kothrud Pune - 411038. Raipur -: Nagdev Plaza, Block-A,1St Floor,Jail Road,Infront Of Hotel Satluj,Kutchery Chowk. Raipur-492001. Tel No. 0771- 4211666/7714211601. Rajkot -: Millennium Square,2Nd & 3Rd Floor,Opp Royale Inn Hotel,Phulchab Chowk, Rajkot-360001. Tel No. 0281-6198301. Secunderabad -: 12-5-29/11, 2nd floor, Castle Mansion, Above Appollo Hospitals, Batukammakunta, Tarnaka Secunderabad- 500017. 040-40078293. Surat -:701, 702, 709, 710, 21st Century Business Centre, Near Udhna Darwaja,Ring Road Surat-395002. Tel No. 0261- 6677515

INTEGRATED ENTERPRISES (INDIA) LIMITED

Ahmedabad - Ashram Road -B/14 Capital Commercial Centre, 1st Floor, Near Sanyas Ashram, Ashram Road, Ahmedabad - 380 009. Phone : 40071030 / 26576671. Mani Nagar - LG 12/13/14, H.J. House, Opp. IBP Petrol Pump, Rambaugh, Maninagar - 380 008. Phone : 25450718 / 25463670.Navrangpura -21, Nirman, Gr.Floor, Behind Navrangpura Bus Stop, Navrangpura,Ahmedabad - 380 009. Phone : 26443289 / 26447825.Bangalore – Malleswaram - No 12, Ramanuja Plaza, Ground Floor, 5th Cross, Malleswaram,Bangalore - 560 003. Phone : 23446386 / 23461470 Indira Nagar - No. 671, 17th D Cross, Indiranagar 2nd Stage,Bangalore - 560 038. Phone : 25258490 / 25219347 .Jayanagar - No-20( old CITB No-56) , 1st Floor, 8th-F Main Road, Jayanagar 3rd Block, Bangalore, 560011. Phone : 080-22441561 / 080-26534659 .Koramangala - 971, G.K. Towers, 1st Floor, 1st A Main, St.Bed Layout, 4th Block, Koramangala, Bangalore - 560 095. Phone : 41217750 / 41217751.Banashankari - 1296 1st Floor, 30th Main Road Banashankari 2nd StageBangalore - 560 070. Phone : 32008338 / 26711389. Bhopal - Manasarovar Complex,FM 14,C Block, First Floor,(Near Habibganj Railway Station),Habibganj Station Road, Bhopal – 462011. Phone : 4266005 / 4266006. Baroda – Alkapuri -F- 40/41, National Plaza, 1st Floor, R.C.Dutt Road, Alkapuri, Baroda - 390 007. Phone : 2343677 / 2341608 . Makarpura -SB-12 Silver Coin, Basement, Opp. Bhavan's School, Teen Rasta, Makarpura Road, Vadodara - 390 009. Phone : 6451008 / 2648001.Raopura - GF-4 Mahavir Complex, Near G.E.B. Sub Station, Navrang Talkies Road, Raopura, Baroda - 390 001. Phone : 2421099 / 6585433.Bhubhaneshwar - 39 F, I Floor,Kalika Jewellery and Sons,Ashok Nagar,Bhubaneswar - 751009 Phone : 2530613 / 2530614.Chennai Adyar - Ground Floor, 15, Balaram Road, Adyar, Chennai - 600 020. Phone : 24420776 / 24914178/24451575.Ambattur - Old No.18/2 , New No.58,Mounasamy Madam Street,Ambattur, Chennai - 600 053. Phone : 26570654 / 26570679.Anna Nagar - No: W-65 A1, TLV Manor, Ground Floor,(Opp. Tower Club), Annanagar, Chennai - 600 040. Phone : 26282616 / 26214371. Ashok Nagar - Old No.22, New No.8, II Floor, 10th Avenue, (Above Krishna Sweets), Ashok Nagar, Chennai - 600 083. Phone : 24895378 / 24718482. Chrompet No.53 and 55, First Floor, Shop-C, Station Road, Radha Nagar, Chrompet,Chennai - 600 044. Phone : 22653171 / 22653172. George Town Old No 111 New No 227, Thambu Chetty Street,First Floor (Near Kalikambal Kovil),George Town ,Chennai - 600 001. Phone : 25241041 / 25219488. Mogappair -Plot 393-B,Shop S -1,2nd Floor, Thriuvallur Salai, Mogappair, Chennai - 600 037 Phone : 26560587 / 26562586 .Mylapore - No.11A, Gr Floor, East Abiramapuram, 1st Street, Mylapore, Chennai - 600 004. Phone : 24983748 / 24983502. Nanganallur - No 15, 14th Street, 3rd Main Road, Nanganallur, Chennai - 600 061. Phone : 22673928 / 22673728. Perambur - 56, Madhavaram High Road, First Floor, Opp.SBI, Perambur, Chennai - 600 011. Phone : 25521353 / 25521352. Porur - No:9 vinayagar Koil St, New Colony,(Near St. John`s School), Porur, Chennai - 600 116. Phone : 24768399. Periyar Nagar - No.5, 2nd Floor, Chelliamman Colony, Papermills Road, (Next to Shanmuga Mahal), Peravallur, Chennai - 600 082. Phone : 26713123 /24 / 26713125 /26. Tambaram - 135, (Old No.33) Ayyaswamy Street, West Tambaram, Chennai-600 045. Phone : 22260557 / 22260386. T.Nagar - Motilal Street - 42/1, Motilal Street, T.Nagar, Chennai - 600 017.Phone : 24347830 / 24341642.T.Nagar - North Usman Road - 1st Floor, Kences Towers, 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017. Phone : 28140484. Triplicane -Old No.33,New No.69 1st Floor, SVS Center, Big Street, Triplicane, Chennai - 600 005.Phone : 28543156. Velachery - 189/2, 100 Feet By-pass Rd, Next to Appasamy Hospital,Vijayanagar,Velachery,Chennai-600 042.Phone : 42184538 / 42184970. Virugambakkam - No:1,Rajeshwari Colony, (Near Girias & next to LIC) Virugambakkam. chennai-93Virugambakkam, Chennai – 600 092 Phone : 23774408 / 23774497. West Mambalam - 36, Thambaiah Reddy Road North Extn, West Mambalam, Chennai - 600 033.Phone : 23720701 / 23720702, 23720703. Coimbatore – R.S.Puram - Janaki Apts., Ground Floor, 29/176, Ramalingam Road (West), R.S. Puram, Coimbatore - 641 002. Phone : 2471944 / 2471505.Saibaba Colony - Shop No.19 / 20 Ground Floor, Aarpee Centre,320 N NSR Rd, Saibaba Colony, Coimbatore - 641011 . Phone : 2434391 / 2434358 . Cochin - 'RAJ SOUDH', I Floor, 39/3477, M.G.Road, Ernakulam - 682 016. Phone : 2358922 / 2358923 . Dhanbad -Shri Ram Plaza, 3rd Floor, Shop No.308, Bank More, Dhanbad -Jharkhand - 826001. Phone : 2300737 / 2304331 / 2307635. Guntur - 6-9-15,9/1 Aurndelpet,Guntur - 522002 Phone : 2326624 / 2337809.Goa - 106, 1st Floor, Durga Chambers, Opp. Kenis Hotel, 18th June Road, Panjim,Goa - 403 001. Phone : 2426904 / 2426905. Hyderabad - No.5-10-197/A, G4, I Floor, Reliance Krishna Apts, Beside Kalanjali Bhavan, Navad Pahad, Hill Fort Road, Hyderabad - 500 004. Phone : 23242375 / 23242472 .Jamshedpur -Shop No.8, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur, Jamshedpur, Pincode - 831001, Jharkhand. Phone : 2756319 / 2756321. Karaikudi - Mahendra Complex, 7/1, Poisollameyyar Street, New Town, Karaikudi - 630 001.Phone : 238452 / 235174. Kumbakonam - 36/37, Pachayappa Street, Kumbakonam - 612 001. Phone : 2431520 / 2422670. Kakinada - LIG 7, 2-6-38, AP Housing Board, 100 Building Center, Srinagar,Kakinada - 533 003. Phone : 2377258. Kolkata – Dalhousie - No. 210, A-Wing,2nd Floor, 24.Hemanta Basu Sarani,Mangalam,Kolkata - 700001 Phone : 22310556 / 22310557 / 22310558. Kolkata – Garia -D/122, Ramgarh, P.O.Naktala, Garia Ganguli Bagan, Kolkata – 700047.Phone : 24290552 / 24290553/ 24290554.Kolkata - Salt Lake - BA-37, Sector -1, PNB Island, Kolkata- 700 064.Phone : 23580900 / 23580890.Kolkata – South -Flat No.1-B, 4C Lansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029. Phone : 24746400 / 24742705.Kottayam- 1st Floor, Ozees Complex,Kanjikuzhy, Puthpally Road, Kottayam – 686 004 Phone: 2577607 / 2577608. Lucknow - 207 - A, 2nd Floor, Saran Chambers II, 5, Park Road,Lucknow - 226 001. Phone : 2235736 / 2236766. Madurai - 82, 1st Floor, Vakkil New Street, Madurai - 625 001. Phone : 2630305 / 2620560. Mayiladuthurai - 1A/2, Kallarai Thoppu Street, Mayiladuthurai - 609 001 Phone : 240046. Mangalore - F-1, 1st Floor, Ram Bhavan Complex, Kodialbail - 575 003. Phone : 2440163 / 2447051. Mysore - 133, Shika Towers, Second Floor, Rama Vilas Road, Mysore - 570 024. Phone : 2424188 / 4266682. Mumbai Andheri - No.210, II Floor, Centre Square, S.V.Road, Andheri West 400 058. Phone : 42087100 . Bandra -Shop No.7, Veena Beena Complex, Opp Bandra Railway Station,Mumbai - 400 050. Phone : 26403883 / 26558735.Borivali - No. 4, Gora Gandhi Apts, I Floor, Above Hotel Samrat, Chandavarkar Lane,Borivali - 400 092. Phone : 42087200. Chembur -11 and 12, Gr Floor, Neelkanth Commercial Complex, Next to Hotel Orchids, Govandi Road, Chembur - 400 071. Phone : 25210768

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

44 SREI INFRASTRUCTURE FINANCE LIMITED

/ 25217660. Dadar West - F - 4, Ground Floor, F. Kasturchand Building, Gokhale Road South, Opp Portugese Church, Dadar West, Mumbai 400 028. Phone : 24318356 / 24318496. Dombivili - 107, Triveni Building, 1st Floor, Opp: Nityanand Hotel, Jawaharlal Nehru Road, Dombivli (E), Mumbai - 421 201. Phone : 2433471 / 2863717. Fort - Dalal St. - 59, Sonawala Building, Gr.Floor, Bombay Samachar Marg, Fort,Mumbai - 400 023. Phone : 22662825 / 22662728.Ghatkopar - 24, Odeon Shopping Centre, Vallabhbaug Lane, Ghatkopar East, Mumbai-400 077. Phone : 40331501 / 40331502. Malad - No.7 1st floor,Abhishek commercial complex,Above Dena Bank,Plotno.104,S V Road Malad (w) Phone : 28802878 / 28823965.Matunga - No 15, Old Mahavir Building,Mahavir Market,Bhandarkar Road,Matunga East,Mumbai - 400 019. Phone : 24013163 / 24013164 .Mulund - S-13-14, Gala Kunj Apartments, Dr.Ambedkar Road, Mulund West,Mumbai - 400 080. Phone : 25690700 / 25927065. Thane Station - No 102, I Floor,Shree Krishna Complex CHS Ltd, Dada Patil Wadi, Next to Ganesh Towers ,Thane West - 400 602. Phone : 25301256 /5301257.Thane - Vasant Vihar -22,Amrapali Arcade, Vasant Vihar, Pokhran Road 2, Thane West - 400 601. Phone : 21730813 / 21730814.Vashi - A-216, 1st Floor,Vashi Plaza, Sector - 17, Vashi, New Mumbai - 400 703 Phone : 27660042 / 27660043. Vile Parle -Shop No. 105, 1st Floor, Super Market,Monghibai Road, Next to Bank of Maharashtra,Vileparle East, Mumbai - 400 057. Phone : 26133855 / 26182137.Nellore - Shop No.27, Co-operative Bank Shopping Complex, Trunk Road, Nellore - 524 001. Phone : 2326297 / 2332040. Nagpur – Dhantoli - Block No.108, Sathyam Towers, (First Floor), (Diagonally opposite to BIG BAZAAR), Plot No.8, Wardha Road, Dhantoli, Nagpur – 440012. Phone : 2420105 / 2443106. Nasik -B Wing, Parshuram Apts, Opp. Times of India Office, College Road,Nasik - 422 005. Phone : 2575524 / 2316300.New Delhi – Janakpuri - UG - 30, Suneja Towers - II, District Centre, Janakpuri, Newdelhi - 110 058. Phone : 45170345 / 45170346. New Delhi - Karol Bagh - 1691 / 36, (I Floor), Arya Samaj Road,(Opp. to Satbhrawan School), Naiwala,Karol Bagh,New Delhi-110 005. Phone : 45170331 to 45170335.New Delhi - Nehru Place -No. 316, 3rd Floor, Hemkunt Chambers, Nehru Place, New Delhi - 110 019. Phone : 46681444 / 46681445.New Delhi - Preet Vihar -204, Sagar Plaza, Next to Coffee Home, Laxmi Nagar District Centre,New Delhi - 110092 Phone : 47587168 / 47587169. Puduchery - No.40-A,Aurobindo Street, (Between M.G.Road & Mission Street), Pondicherry - 605 001. Phone : 2222155 / 4207233.Patna -No.313, Jagat Trade Centre, Fraser Road, Patna 800 001. Phone : 2205943. Palghat - No 15/152, J.K. Building, Coimbatore Road, Sulthanpet, Palakkad - 678001. Phone : 0491-3291019 / 2535519. Pune – Camp -Shop No.23, East Street Gallery, East Street, Camp, Pune - 411 001. Phone : 26361633 / 26361634. Pune – Kothrud - Shop No 2, Sai Sayaji Villa 163, Azadwadi , Shastrinagar, Near Vivekanand Chowk, Kothrud Road, Pune - 411 038.Phone : 25389232 / 25388667. Pune - Shukrawar Peth -7 and 8 Arthshilp, Gr.Floor, 1349, 1350, Shukrawar Peth, Bajirao Road,Pune - 411 002. Phone : 24473944 / 24481891.Rajamundhry -6-14-7/1, Opp. Pala Varthakula Sangam, Achantavari St, T.Nagar,Rajamundhry – 533101. Phone : 2422120 / 2437533. Rajkot - 130, Star Chambers, 1st Floor, Harihar Chowk, Dr. Rajendra Prasad Road,Rajkot - 360 001. Phone : 3041451 / 2240373. Salem - Shop No.8/9/10, M.R.Complex, 1st Floor, No.114, Kanakupillai Street, Alagapuram, Salem - 636016. Phone : 2446727 / 2336746 .Secunderabad - 202,Second Floor, Karan Centre Sarojin Devi Road, Secunderabad-500003. Phone : 27845605 / 27816080. Surat - C-18 1st Floor,Belgium Chambers, Next to City Co-op Bank, Main Ring Road, Delhi Gate, Surat - 395 003. Phone : 2454535 / 2450086, 2410815.Thanjavur- 1999, Kamal Towers, West Main Street, Thanjavur – 613 009. Phone:230928 / 230929. Tirunelveli -Arunagiri Complex Next To SBI 25b-1/31 and 25b-1/32 I Floor, S.N.High Road, Tirunelveli Junction - 627 001Phone : 2323331. Trichy - Thillai Nagar - 25-A Sastri road, Gitanjali Apts ,Thillai Nagar,Trichy – 620018. Phone : 2742068 / 2741468. Trichy - Chatram Bus Stand - Chitra Complex - No.11, Gr. Floor, Near Chatram Bus Stand, Trichy - 620 002. Phone : 2703670 / 2716387.Trichy – Srirangam - 1st Floor,Dr. Prabaker Rao Complex, 17-C,Gandhi Road,Srirangam, Trichy - 620 006. Phone : 2436211 / 2433512. Thrissur - 1st Floor, B Inland Arcade, Mannath lane, Thrissur - 680 001. Phone : 3204561 / 3204562. Trivandrum - Aashiana, 1 Floor, TC 28/2829 (2), Kuthiravattom Road, Trivandrum - 695 001.Phone : 0471-2461593. Vadvalli - Shop No.4 “Sakthi Centre” Ground Floor, Muthammal Avenue, Maruthamalai Main Road, Vadavalli, Coimbatore – 641 041.Phone: 4212456. Vijayawada - D No. 29-13-29, Ist Floor, Kaleswara Rao Road, Near Dornakal X Roads,Suryaraopeta,Vijayawada - 520 002. Phone : 2472414 / 2470517 .Vishakapatnam - TC-1, 3rd Floor, Dwaraka Plaza, Main Road, Dwaraka Nagar, Vizag - 530 016 . Phone : 2513606 / 2747020.Warangal - C-15/16, Green Square Plaza, Vadderaju Complex, Near Petrol Pump, Opp: Public Garden, Hanmakonda, Warrangal Dist - 506 001. Phone : 2546421 / 2546471

JM FINANCIAL SERVICES LIMITED

AHMEDABAD : Mr Bhavesh Shah/Mr.Girish Shah, JM Financial Services Ltd, G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad-380 009.Ph:079-2657 6666 – 70. BANGALORE : Mr Yeriswamy Reddy/Mr Prashant Upadhyay, JM Financial Services Ltd, 97/4 Residency Rd, Bangalore - 560 025.Ph:-080- 30912400/2299 8264/65/66/67. CHENNAI : Mr B Kalaiselvan/Ms. T V Sumithra, JM Financial Services Ltd, Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai,Mylapore, Chennai - 600 004. Ph:044-4225 5666. HYDERABAD : Mr Ganpathy Murthy/Chandrasekhar, JM Financial Services Ltd, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Hyderabad-500 034. Ph:040- 6636 0009/10/12/46. SECUNDERABAD : Mr Mallesh/Mr Pravin Chary, JM Financial Services Ltd, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad- 500 003. Ph:(040) 3982 5200. INDORE : Mr. Manish Upadhyay/Aarti, JM Financial Services Ltd, UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road,Indore-452 004. Ph:0731-3072111/4262111. JAIPUR : Mr Anurag Tandon, JM Financial Services Ltd, G-7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme,Jaipur -302 001. Ph:0141-3984400. KOLKATA : Mr. Bhaskar Chaterjee, JM Financial Services Ltd, Kankaria Estate, 8th Flr,6th Little Russell Street,Kolkata-700 071. Ph: 033-3987 0330. MUMBAI : Mr Kaushik Datta/R Mukundan/Kedar Pimputkar/Ms Armin Irani, JM Financial Services Ltd, 2,3,4 Kamanwala Chambers,P M Road, Fort,Mumbai-400 001. Ph:022-2266 5577 - 80, 3021 3500.Mr Ashit Vora/Atul Shukla, JM Financial Services Ltd, 1st Floor, Patel House, Next to Bank of Baroda,M G Road, Vileparle (E), Mumbai-400 057. Ph:022-2613 5202-41-67077440-43. Ms Jyotsna Solanki/Mr C V George, JM Financial Services Ltd, 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092.Ph:022- 6695 9120 - 23/3021 5400. Mr. Tilak Sanil,JM Financial Services Ltd, 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai-400 075.Ph:022-6710 4738/3097 8700. Mr. Nilesh Gavle JM Financial Services Ltd Ground Floor, Anushka, New Link Rd,Andheri (West), Mumbai-400 053. Ph:022- 66191600/612 NAVI MUMBAI : Malay Shah, JM Financial Services, 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi ,Navi Mumbai.Ph: 27896026/ 61716200. NEW DELHI : Mr Prasad Nair/Mr C S Tiwari, JM Financial Services Ltd, 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001. Ph: (011) 4263 5699. PUNE: Mr Anand Shirke/Mr Sanjay Yelwande, JM Financial Services Ltd, 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune-411 004. Ph:020-3987 1601/00/66033720. RAJKOT : Mr Sona Verghese, JM Financial Services Ltd, 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot -360 007. Ph:0281-3984101/3984000. SURAT : Mr. Dipen Shah /Mr Nishant Trivedi, JM Financial Services Ltd, 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road,Surat-395 002. Ph:0261-3984000. VADODARA : Mr. Ghanshyam Vyas/Mr Rashmin Jadhav, JM Financial Services Ltd, G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara-390 007. Ph:0265-3984 300. VISHAKHAPATNAM: Mr Satish, JM Financial Services Ltd, Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam -530 003. Ph: (0891) 3983 800. WARANGAL : RAVINDER JAMBOJU, SOMA FINANCIAL SERVICES,DRNO16-10-1349 , NEAR PALLAVI HOSPITAL , SHIVA NAGAR , WARANGAL, ANDHRA PRADESH 506002.MOBILE NO : 9885644211

KARVY STOCK BROKING LIMITED

Agra:17/2/4, 2Nd Floor, Deepak Wasan Plaza,Sanjay Place, (Behind Holiday Inn),Agra282 002,0562,2526660 / 61 / 62 / 63; Ahmedbad:201-203 Shail; Opp: Madhusudhan House,,Near Navrangpura Telephone Exchange Office, Off C.G. Road,Ahmedbad380 006,079,26445235; 27, Suman Tower, Near Hotel Haveli,Sector No.11, Gandhinagar,Ahmedbad382 011,079, 23249943, 23249985; 208 H J House, Near Ram Baug Police Station,Opp Ioc Petro Pump, Rambaug, Maninagar,Ahmedbad380 008,079,25466548 / 25466654; 1, Millenium Plaza, Opp. Mansi Towers,Vastrapur, Ahmedbad380 015,079,26750401 / 26750434; Allahabad:2Nd Floor, Rsa Towers, Above Sony Showroom,,57, Sardar Patel Marg, Civil Lines,Allahabad211 001,0532, 2260291 / 92; Amritsar:72-A Taylor’s Road,Opp.Aga Heritage Gandhi Ground,Amritsar143 001,0183,5053802/3/4/5; Anand:ff-6, Chitrangana, Opp: Motikaka Chawl,Vidyanagar Road, Anand,Anand388 120,02692,248980, 248873, 320394; Bangalore:no 54 “Yadalamma Heritage” ,Ground Floor Vanivilas Road, Next To Butter Sponge , Basavangudi,Bangalore560 004,080, 26621192 / 93; No 746, First Floor, Krishna Temple Road,Indira Nagar, First Stage,Bangalore560 038,080, 25264344 / 2930 / 3249 / 30945543; A/8, 1St Floor, Khb Colony, (Opp.Microland,,(In Airtel Bldg), 80 Feet Road, Koramangala,Bangalore560 095,080,25527301 / 25501647; No.337, Gf-3, Karuna Complex,Sampige Road, Opp: Vegetable Market, Malleshwaram,Bangalore560 003,080,23314678 / 23314680 / 23467548 / 30945549; No.1714, 14/1, 1St Floor, K S S Chambers,(Behind Maruthi Mandir) 21St Main Road, Vijayanagar,Bangalore560 040,080,23119028 / 9041 / 9040; 2019/A, 1St Floor, 3Rd ‘B’ Corss,B’ Sector, Yelahnaka New Town, ,Bangalore560 064,080,28562726/ 2729 32913110 / 3502; Bareilly:1St Floor, 165, Civil Lines,Opp.Hotel Bareilly Palace, Near Rly Station,Bareilly243 001,0581,2310470; Bharuch:ff 47/48 Aditya Complex,,Opp. Kasak Fuwara,Bharuch392 001,02642,225207 / 08; Bhavnagar:g-1, Gitanjli Complex, Opp - B - Division, Police Station,Opp -B-Division, Police Station, Kala Nala,Bhavnagar364 001,0278,6454004; Bhilai:shop No.138, ,New Civic Centre,Bhilai490 006,0788,2295329 / 37 / 32 / 3097477; Bhopal:kay Kay Business Centre,133, Zone 1, Mp Nagar,Bhopal462 011,0755,4092712,

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

45SREI INFRASTRUCTURE FINANCE LIMITED

4092714, 4092704; Bhubaneshwar:624, Saheednagar,First Floor,Bhubaneshwar751 007,0674,2511011 - 14, 2547531 / 32 / 33; Calicut:first Floor, Savithri Building,Opp.Fatima Hospital, Bank Road,Calicut673 001,0495,2760882 / 2760884 / 2760883; Chandigarh:sco 371-372, Above Hdfc Bank,Sector 35-B,Chandigarh160 036,0172,5071726, 5071727, 5071728 / 5079702; Chennai:f-3 Adyar Business Court, Old No 5,,New # 51, Gandhi Nagar First Main Road, Adayar,Chennai600 020,044,42116586, 42116587, 42076803; Ac 155, 6Th Main Road,Near Khm Hospital,Anna Salai,Chennai600 040,044,26224482, 42103538, 42026482; No 77A,Radha Nagar Main Road, Chromepet,Chennai600 044,044,22653604, 22653605, 22653607; F-7 & 8, 3Rd Floor, Mahbubani Towers, ,No. 48, Dr. D N Road, T. Nagar,Chennai600 017,044,42076808 / 09 / 30 / 42067836 / 31; No 48, Ist Floor,Ist Main Road, Nanganallur,Chennai600 061,044,42056266 / 267 / 68; F 22, Prince Towers, Purasawalkam High Road,Purasaiwakkam,Chennai600 010,044,42042567 / 568 / 42041904; Sundar Krishnaplaza, 3Rd Floor, ,No.8, Luckmodoss Street, Sowcarpet,Chennai600 003,044,42051557/ 1471/ 1412; 33/1, Venkataraman Street ,T Nagar,Chennai600 017,044,28155967 / 28153658; Doshi Gardens, Shop No.10,2Nd Floor D-Block No. 174 N.S.K Salai,Chennai600 026,044,42013425 / 27 42013002 / 42048307; Cochin:cheruparambathu Road,,1St Cross Road, Kadavanthra,Cochin682 020,0484,4017925; Coimbatore:”Jaya Enclave” 1057/1508,Avanashi Road,Coimbatore641 018,0422,4291000 – 30; Ground Floor, , 29/1, Chinthamani Nagar,N S R Road, Sai Baba Colony,Coimbatore641 011,0422,2452161 / 162 / 163; Cuttack:opp.Jaganath Petrol Pump,Arunodya Market, Link Road,Cuttack753 012,0671,2332680 / 81 / 3110827 / 3109972 / 2613906; Dalhousie:19, R N Mukherjee Road,2Nd Floor,Dalhousie700 001,033,22437863 - 69 / 90 / 89 / 22303375; Dehradun:48/49, Patel Market, Opp: Punjab Jewellers,Near Gandhi Park, Rajpur Road,Dehradun248 001,0135,2713351 / 2714046 ; Kaulagarh Road, Near Sirmour Marg,Dehradun248 001,0135,2754334, 2754336; Erode:no.4, Kmy Salai, Veerapan Traders Complex,Opp: Erode Bus Stand, Sathy Road,Erode638 003,0424,2225601 / 03 / 15 / 16 / 17 / 24; Ghaziabad:1St Floor, C-7, Lohia Nagar ,Ghaziabad201 001,0120,2701886 / 2701891 / 2700594; Gorakpur:above V.I.P. House,Adjacent, A.D. Girls College, Bank Road,Gorakpur273 001,0551,2346519 / 2333825 / 2333814 /5513297816 /17/19; Gurgaon:shop No 18, Near Huda Office, Ground Floor, Opp. Akd Office,Sec.14, Old Delhi Road, Near Madras Restaurant,Gurgaon122 001,0124,4086419/ 3243535; Guwahati:2Nd Floor, Ram Kumar Plaza, Chatribari Road,Near Himatshinga Petrol Pump,Guwahati781 001,0361,2608016 / 8102 / 8122; Gwalior:near Nadigate Pul, Mlb Road,Shinde Ki Chawani,Gwalior474 001,0751,4069001, 4069002, ; Hissar:sco 17 Red Square Market,1St Floor,Hissar125 001,01662,225868 (D) / 225845 / 836; Hubli:giriraja House, No.451 /B,,Ward No.1, Club Road,Hubli580 029,0836,2353962, 2353974, 2353975; Hyderabad:21 , Avenue 4,Street No.1, Banjara Hills,Hyderabad500 034,040,23312454 / 23320251; 15-6-464/470, 1St Floor,Salasar Complex, (Near Fish Market), Begum Bazar,Hyderabad500 012,040,23433100; 1St Floor, Plot No.2, 1-1-128/B, Chanda Nagar,Serilingampally, Near Bhel,Hyderabad500 050,040,23030028, 23030029, 23433126/132; Vijetha Golden Empire, Flat No. 103, First Floor,H No.16-11-762/762B & C, Beside Anadal Nilayam, Moosarambagh,Hyderabad500 036,040,23433116 / 117 / 135 134 / 136; 3-5-890, Paras Chambers,Plot No.14-15, Ground Floor, Himayat Nagar,Hyderabad500 029,040, 23388771, 23388772; Sai Vikram Towers, 1St Floor, Kukatpally Main Road,Near Kukatpally Bus Stop, Kukatpally,Hyderabad500 072,040,23433137/119; Indore:105, 106 & 107,D M Towers, 21/1, Race Cource Road,,Near Janjeerwala Chowrah,,Indore452 001,0731,3014200 - 19; Jaipur:s-16/A, Land Mark, 3Rd Floor,Opp Jai Club, Mahaveer Marg, C Scheme,Jaipur302 001,0141,2378703 / 604 / 605 / 2363321; Jalandhar:prime Tower, Lower Ground Floor Off.No.3,Plot No 28, G T Road,Jalandhar144 001,0181,4634401 - 14; Jammu:1St Floor, 29 D/C,Near Services Selection Board, Gandhinagar,Jammu180 004,0191,9906297556,9906296948 & 9906296475 ; Jamnagar:g-12 & 108 Madhav Plaza, Opp: Sbs Bank,Near Lal Bungalow,Jamnagar361 001,0288,2556520 /2556260 / 2556420; Jamshedpur:2Nd Floor, Kanchan Towers, ,3 Sb Shop Area, Main Road, Bistupur,Jamshedpur831 001,0657,2487020, 2487045, 2487048; Jodhpur:203, Modi Arcade,Chopasni Road,Jodhpur342 001,0291,5103026 / 5103046; Junagadh:124 - 125, Punit Shopping Centre,M G Road, Ranavav Chowk,Junagadh362 001,0285,2624140 / 2624154; Kakinada:13-1-46, I Floor,Sri Deepthi Towers, Icici Bank Complex, Main Road,Kakinada533 001,0884,2387382 / 2387383 / 2387381 / 3293518; Kanpur:15/46, Civil Lines, Near Muir Mills,Stock Exchange Road,Kanpur208 001,0512,2330127, 2331445, 2333395,96; Kolkata:49, Jatin Das Road,Near Deshpriya Park,Kolkata700 029,033,24634787 - 89 / 24647231/32 / 4891 / 24650308; 22N/1, Block A,New Alipore,Kolkata700 053,033,24576203-05 / 2407 0992 / 2445 0108; P-335, Cit Scheme No. Vi M,~,Kolkata700 054,033,23648927 ; 23628486; Ad-60, Sector - 1,Salt Lake,Kolkata700 064,033,23210461 - 64 / 0587 / 23344140; Kota:29, Shopping Centre, 1 Floor,Near Lala Lapatrai Circle,Kota324 007,0744,2365145 / 146 / 144; Lucknow:94, Mahatma Gandhi Marg,Opp: Governor House, Hazratganj,Lucknow226 001,0522,2236819-28, 3817001 (Rim); Hig 67, Sector E,Aliganj,Lucknow226 016,0522,2329419, 2329938/39; K S M Tower, Cp 1, ,Sinder Dump, Alambagh,Lucknow226 005,0522,2453168/158 / 176; 24, Usha Sadan, Prem Nagar,Ashok Marg,Lucknow226 001,0522,3213183,; Tej Krishan Plaza, 313/9,Khun Khunji Road, Chowk,,Lucknow226 003,0522,2258454 / 455 / 456; Shivani Plaza, Khunkhunji Plaza, ,2/54, Vijay Khand, Gomtinagar,Lucknow226 010,0522,2391664/65 / 2391280; Ludhiana:ground Floor, Sco -3,Feroze Gandhi Market,Ludhiana141 001,0161,4680050 To 4680062 And 4680080; Madurai:274, Goods Shed Street,~,Madurai625 001,0452,2350855 (D) / 2350852 - 854 ; Mangalore:mahendra Arcade, Ground Floor,No.4-6-577/21/22, Kodial Bail,Mangalore575 003,0824,2492302, 2496332, 2492901; Meerut:1St Floor, Medi Centre, Opp Eves Centre,Hapur Road Near Bachha Park,Meerut250 002,0121,2520068; Mohali:sco 32, 1St Floor, Phase 7, ,S A S Nagar,,Mohali160 070,0172,5091800/1, 5091802 (D); Moradabad:om Arcade, First Floor, Parkar Road,Above Syndicate Bank, Taari Khana Chowk,Moradabad244 001,0591,2310470, 2320470; Mumbai:7&8, Eric House, Ground Floor, 16Th Road,Chembur Gymkhana Road, Near Ambedkar Garden, Chembur,Mumbai400 071,022,25209335, 25209336, 25209337, 25209338; 101 Sapna Building, Above Idbi Bank,S K Bhole Marg, Dadar West,Mumbai400 028,022,24329763, 24322158, 24324378, 24329738, 24324662; Jeevan Udyog Bldg, Above Khadi Gram Udyog,,Opp Citi Bank, Dn Road, Fort,Mumbai400 001,022,22031601/02/03/04; 29, Patel Shopping Centre, Wst Floor,Opp. Foodland Restaurant Sainath Road, Malad (West),Mumbai400 064,022,28824241 / 28828281 / 28895159 / 28891077; 7, Andheri Industrial Estate,Off: Veera Desai Road,Andheri (West)400 053,022,26730799 / 843 / 311 / 867 / 153 / 292; 115, Arun Chambers, 1St Floor,Next To A/C Market, Tardeo,Mumbai400 034,022,66607042 / 66607043; 103, 1St Floor, Jeevan Chaya Bldg., ,Ram Maruti Road, Naupada ,Thane (West)400 602,022,25446124 / 25446121; Navi Mumbai:b-153, Vashi Plaza,Sector 17, Vashi,Navi Mumbai400 705,022,67912087, 67912168, 67912169; Mysore:l-350, Silver Tower, 1St Floor,Ashoka Road, Opp: Clock Tower,Mysore570 001,0821,2524292, 2524294; Nadiad:104-105, City Point,Near Paras Cinema,Nadiad387 001,0268,2563210 / 2563245 / 2563248; Nagpur:230-231, 3Rd Floor, Shriram Shyam Towers,Next To Niit Building, Sardar, Kingsway,Nagpur440 001,0712,6614146 / 6614145; Nasik:f1, Suyojit Sankul Sharanpur Road,Near Rajiv Gandhi Bhavan,Nasik422 002,0253,6602542 / 6602543 /6602544; Navsari:1St Floor, Chinmay Arcade,Opp: Sattapir, Sayaji Road,Navsari396 445,02637,280362, 280363, 280364; New Delhi:105-108, Arunachal Building,19, Barakhamba Road, Connaught Place,New Delhi110 001,011,23324401 / 23324409/43509200; 110-112, First Floor, Suneja Tower I,Janak Puri District Centre,New Delhi110 058,011,41588242 / 41511403 / 25547637; 23, Shivaji Marg,Motinagar,New Delhi110 015,011,45436371 /41428630 /41428562 /259288505; 301, Vishal Bhavan,95, Nehru Place,New Delhi110 019,011,26447065 / 26447066 / 41617868; B 2 Dd A Market, Shop No 50,First Floor, Paschim Vihar,New Delhi110 063,011,25263901 / 25263903 / 42321024; 104, 1St Floor, Nanda Devi Towers,Prashanth Vihar, Central Market,New Delhi110 085,011,27864193 / 27864281 / 27864377; Noida:307, Jaipuria Plaza, D-68A,2Nd Floor, (Opp Delhi Public School) Sector 26,Noida201 301,0120,2539271, 2539272; Panipath:1St Floor, Krishna Tower,,Above Amertex G T Road,Panipath132 103,0180,2644308 /2644376; Panjim:no.7 & 8, El. Dorado Plaza,Heliodoro Salgado Road, Panjim,Panjim403 001,0832,2426870, 2426871, 2426872; Patiala:sco 27 D, Chhoti Baradari,~,Patiala147 001,0175,5051726 / 27 / 28; Patna:anand Tower, 2Nd Floor, Exhibition Road,Near Republic Hotel, Opp: Mithila Motors,Patna800 001,0612,2321354 / 55 / 56 / 57; Pune:office No.88, 4Th Floor, B Wing, Shrinath Plaza,Sant Dayaneshwar Paduka Chowk, Fc Road,Pune411 033,020,30203100; Rameera Towers, 130 / 24,Pimprichinchwad,, New Township Road, Tilak Road, Nigidi,Pune411 044,020,27659116 / 115; Raipur:02& 03, Lower Level, Millennium Plaza, ,Ground Floor, Behind Indian Coffee House, G E Road,Raipur492 001,0771,2236694-96, 6450194; Rajkot:312 Star Chambers, ,Harihar Chowk,Rajkot360 001,0281,6453888; Ranchi:”Commerce Towers”, 3Rd Floor,Beside Mahabir Towers Main Road,Ranchi834 001,0651,2330386, 2330394, 2330320; Salem:40, Brindavan Road, Near Perumal Koil,Fair Lands,Salem636 016,0427,2335700 / 2335705 / 2335701 - 704 ; Shillong:mani Bhawan Annexe, Ground Floor, ,Opp. R K M Elp School, Lower Police Bazar,Shillong739 001,0364,2224175 / 4186 / 8172; Shimla:triveni Building,By Pass Chowk, Khallini,Shimla171 002,0177,2624453; Siliguri:nanak Complex,2Nd Floor, Sevoke Road,Siliguri734 001,0353,2526393, 2526394, 2526395, 2526396, 2526397, 2526399; Surat:gf-16, Empire State Building,Nr.Udhana Darwaja, Ring Road,Surat395 002,0261,3243497 & 3017151 - 55; Thrissur:2Nd Floor, Brothers Complex,Near Dhanalakshmi Bank Ho, Naikkanal Junction,Thrissur680 001,0487,2322483 / 484 / 493 / 494; Trichy:sri Krishna Arcade, 1St Floor,No.60, Thennur High Road, Thennur,Trichy621 017,0431,2791322 / 2798200 / 2793799 / 2793800 2791000 ; Trivandrum:2Nd Floor, Akshaya Towers,Sasthamangalam,Trivandrum695 010,0471,2725987, 2725989 - 991; Udaipur:201-202, Madhav Chambers, Opp.Gpo,Madhuban Chetak Circle,Udaipur313 001,0294,5101601 / 602 / 603; Vadodara:ff-4, Shital Plaza,Uday Nagar Soc, Ajwa Road,Vadodara390 019,0265,3240417, 2510318; C-1/2/3, Jalanand Township, Nr. Undera Jakat Naka,Gorwa,Vadodara390 016,0265,3259060, 3240300; B-3, Mangaldeep Complex, Opp To Masonic Hall,,Productivity Road, ,Vadodara390 007,0265,2322864 & 3243348; 38, Payal Complex, Near Vadodara Stock Exch,Sayajigunj,Vadodara390 005,0265,2225168 / 169, 2361514 / 2225220; Varanasi:d 64 / 132, Ka, 1St Floor,”Anant Complex”, Sigra,Varanasi221 001,0542,2225365 / 2223814; Vijayawada:39-10-7, Opp: Municipal Water Tank,Labbipetvijayawada520 0100866Vijayawada2495200 / 400 / 500 / 600 / 700 / 800,; Vishakapatnam:47-14-4, Eswar Paradise,Dwaraka Nagar Main Roadvishakapatnam530 0160891Vishakapatnam2752915 To 18, Ambala: 5509, nichoson road, adjacent kos hospital, ambala cantonement, ambala, 133 001, 0171, 2631324. Amravati: shop no.27, gulshan plaza, raja peth, badnera road, amravati, 444 605, 0721, 2565671. Asansol: 18 g t road, 2nd floor, asansol, 713 301, 0341, 2214623, 2214624, 2214625.Belgaum: fk-1, khimajibhai complex, ambedkar road, opp: civil hospital, belgaum, 590 001, 0831, 2402544.Bilaspur: shop no.201/202, first floor, v r plaza, link road, bilaspur, 495 001, 07752, 406701, 236466, 236420.Bokaro: b-1, first floor, city centre, near sona

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

46 SREI INFRASTRUCTURE FINANCE LIMITED

chandi, sector - 4, bokaro steel city, bokaro, 827 004, 06542, 233330, 233331, 233332.Burdwan: birhata (halder complex), 63, g t road, burdwan, 713 101, 0342, 2550801 / 0840 / 0219 .Darjeeling: the rink mall, laden la road, opp: g p o , darjeeling, 734 101, 0354, 2259010, 2257692.Durgapur: old dutta automobile building, 1st floor, benachity, malancha road, durgapur, 713 213, 0343, 2586375 to 77. Erode: no.4, veerapan traders complex, opp: erode bus stand, kmy salai, sathy road, erode, 638 003, 0424, 2225615.Faridabad: a-2b, 1st floor, neelam bata road, nit, faridabad, 121 001, 0129, 4181000.Ghaziabad: 1st floor, , c-7, lohia nagar , ghaziabad, 201 001, 0120, 2701886, 2701891.Gorakhpur: above v.i.p. House, adjacent a.d. Girls college, bank road, gorakhpur, 273 001, 0551, 2346519, 2333814, 2333825.Guntur: 6-10-18, chunduri house, arundelpet, guntur, 522 002, 0863, 2326686, 2326687.Haldia: 2nd floor, new market building, durgachak, haldia, 721 602, 03224, 276755, 276756, 276757.Karnal: shop no.26, kunjpura road, nehru palace, karnal, 132 001, 0184, 2251524, 2251525, 2251526.Kharagpur: h no.250/216/1, malancha road, beside uti bank, midnapore (w), kharagpur, 721 304, 03222, 242507, 242512.Kochi: g 39, panampally nagar, opp: kerala state housing board, kochi, 682 036, 0484, 2310884, 2322152.Kolhapur: omkar plaza, shop no.f2 & f4, 1st floor, rajaram road, near icici bank, kolhapur, 416 008, 0231, 2520650. Kottayam: 1st floor, , csi ascension church complex, kottayam, 686 002, 0481, 2302420, 2302421.Mehsana: ul-47, apollo enclave, highway road, mehsana, 384 002, 02762, 323258, 242950.Muzaffarpur: 1st floor, adj. Central bank of india, uma market, thana gumti, motijheel, muzaffarpur, 842 001, 0621, 2269795/ 2241733 / 3204090. Nanded: shop no.1, 2, 3 & 4, first floor, opp: bank of india, santkrupa market, gurudwara road, nanded, 431 602, 02462, 325885, 247885.Pondicherry: first floor, no.7, thiayagaraja street, pondicherry, 605 001, 0413, 2220636 / 2220640 / 2220633 / 2220644 .Rajahmundry: d.no.79-1-3/1, jawahar lal nehru road,, rajahmundry , 533 102, 0883, 2437494,2434470,2438188…ril…3097391...Rohtak: 1st floor, ashok plaza, delhi road, rohtak, 124 001, 01262, 253597, 271983. Rourkela: plot no.554, 1st floor, sandhu complex, kachery road, udit nagar, rourkela, 769 012, 0661, 2510770, 2510771, 2510772.Vapi: shop no.5, bhikhaji regency, opp: dcb bank, vapi-silvassa road, vapi, 396 195, 0260, 3206404. 3205955

KOTAK SECURITIES LIMITED

AHMEDABAD: Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276; BANGALORE: Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601; CHENNAI: Kotak Securities Limited., GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; COIMBATORE: Kotak Securities Limited., 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666; HYDERABAD: Kotak Securities Limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (LANE Opp to DBR Diagnosis), P:65326394; INDORE: Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road.P:2537336; KOCHI: Kotak Securities Limited., 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; KOLKATTA: Kotak Securities Limited., 5th Floor, Apeejay House, Block 'B', 15, Park Street,P:22273999; MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; MUMBAI: Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; NEW DELHI: Kotak Securities Limited., 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; SURAT: Kotak Securities Limited., Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553; VISAKHAPATNAM: Kotak Securities Limited., Door No.47-10-15, VRC Complex , 2nd Floor, Railway Station Rd , Dwarka Nagar, P: 6642009

NJ INDIA INVEST PRIVATE LIMITED

AGRA: S-4, Part-1, 2nd Floor, Kailash Plaza, Shah, Market, M G Road, Agra- 282002, Tel: 0562 3277488. AHMEDABAD (Main): 1st Floor, Neptune House-2, Above Vijaya bank, B/s Shri Krishna Center, Mithakhali, Ahmedabad – 380009. Tel: 079-30042840. AJMER: 1st Floor, K.C. Complex, Near Sundaram Finance, Opp. Daulat Baug, Ajmer-305001. Tel: 0145-3236446. ALLAHABAD: Upper Ground Floor, Shop No. - 7, Vashishtha Vinayak Tower, Tashkant Marg, Near- Icici Bank, Civil Lines, Allahabad-211001.Tel:0532-3254333. AMBALA: 180-1 to 3,3rd Floor, Minerva Complex ,Rai Market, Ambala Cantt Ambala – 133001. Tel: 0171-3245300. AMRITSAR: SCO-32, Pal Plaza, 3rd Floor, Distt.Shopping Complex,Ranjit Avenue, Amritsar-143001, Tel:0183-3223550. ANAND: F -11, Prarthna Vihar Complex, Anand-Vidyanagar Road, Anand 388001. Tel:02692-249433. AURANGABAD: 1st Floor, Ahinsa Bhavan, Ahinsa Nagar, Jalna Road, Opp. Big Bazaar, Akashwani, Aurangabad-431001. Tel:0240-3201911. BANGALORE: (Main) S-318, Manipal Center, S-Block, 47, Dickenson Road, Bangalore-560042. Tel: 080-32942425. BHAVNAGAR: 127, Sagar Complex, Near Jashonath Chowk, Bhavnagar – 364001. Tel: 0278-3299844 . BHILAI: Plot 36/5, 1st Floor, Motilal Nehru Nagar (East), Beside ING Vysya Bank, Old Nehru Nagar, Bhilai-490020. Tel: 0788-3202228. BHUBANESWAR: Plot No-1258, Chandan Villa,Road No-8, Unit-9, Bhubaneswar -751022, Tel: 0674-3261103. BHARUCH: Office No. 3, Shree Mangalam Complex, 2nd Floor, B/h Aditya Complex, Maktapur Road, Bharuch – 392002. Tel:02642-324339. BHOPAL: 191/B/1, Manas Parisar, Mezzanine Floor, Near Syndicate Bank, Above Punjab Dairy, M. P. Nagar, Zone – 1, Bhopal – 462011.Tel: 0755 - 755-3296663. BHUJ: 31, Shanti Chambers, New Station Road,Bhuj – 370001. Tel: 2832-325559. CHANDIGARH: 4th Floor, SCO 208-209, Sector 34-A, Chandigarh -160022, Tel: 0172-3930511. CHENNAI (MAIN): Shree Hari, No.64/35, Josier Street, Opp SBI, Thirumurthi Nagar, Nungambakkam, Chennai – 600034, Tel:044-32566180 . COCHIN: 40/9243, Ground Floor, Mayur Business Center, Chittoor Road, Near Pulleppady Junction, Kochi – 682035. Tel:0484-3253939. COIMBATORE: No. 12, Gowtham Centre Annexe, 1054, Avinashi Road, Coimbatore – 641018. Tel: 0422-3261142. DEHRADUN: 82, Cannought Place, Behind Hind Leather Works, Chakrata Road, Dehradun-248001. Tel:0135-3249010. DURGAPUR: A-7, Ground Floor, New ADDA Plot, Opp. City Nursing Home, City Centre, Durgapur–713216. Tel:0343-3201515. FARIDABAD: FF-01, SCO-100, Sector-16, Faridabad – 121002. Tel:0129-3226777. GANDHINAGAR: M-8, Suman Towers, Opp. Vijaya Bank, Sector - 11, Gandhinagar-382011. Tel:079-32503010. GHAZIABAD: 206, 2nd Floor, Sumedha Market Complex, Ansal Building, RDC, Rajnagar, Ghaziabad-201001. Tel:0120-3229336. GOA:103, Manguirish Chamber, 18th June Road, Panaji, Goa-403001. Tel: 0832-3256700. GURGAON: 2nd Floor, SCO-16, Opp. HUDA Office, Nr. Axis Bank,Sector – 14, Gurgaon-122001. Tel:0124-3208813. GWALIOR: 1st Mezzanine Floor, Panin Plaza, Shinde Ki Chawani, Lashkar, Gwalior-474001, Tel:0751-3209901. HIMMATNAGAR: D-77/78, New Durga Bazar, Nr. Railway crossing, Himmatnagar-383001. Tel: 02772-324456. HUBLI: Shop No. 16, 3rd Floor, Eureka Junction, TB Road, Hubli-580029. Tel: 0836-3246611. HYDERABAD (MAIN): 409, 4th Floor, Navketan, 62 Sarojini Devi Rd., Opp. Clock Tower, Hyderabad, Secunderabad - 500003 Tel: 40-32400078. INDORE: 113, Bansi Trade Centre, M.G.Raod,Indore-452001, Tel: 0731 3294450. JABALPUR: 109, 1st Floor, Rajul Arcade, Russel Chowk, Jabalpur-482001, M.P. Tel: 761-3227499. JAIPUR: M-3 (C), Sangam Tower, Church Road, M.I.Road, Jaipur - 302001, Tel: 0141-3220834. JALANDHAR: Office No.2, 3rd Floor, City Square Building, EH-197, Civil Lines, Near Kesar Petrol Pump, Jalandhar-144001. Tel: 181-3244329. JAMNAGAR: 437-40, Neo Square, Near Income Tax Office, P. N. Road, Jamnagar-361001. Tel: 0288-3292891. JAMSHEDPUR: 48, 2nd Floor, Kamani Center, Bistupur, Jamshedpur-831001. Tel:0657-3209606. JUNAGADH: 208, Punit Shopping Center, Ranavav Chowk, M.G. Road, Junagadh, Tel:0285-3290575. KANPUR: 507-509, 5th Floor, No. 63/2 “City Centre”, The Mall, Kanpur-208001. Tel:0512-3209840. KOLHAPUR: F-06, 1st Floor, Vasant-Prabha Chambers,1125-E, Above Indus Ind Bank, Major Satyajit Shinde Path, Near Parikh Pool, Sykes Extension, Kolhapur-416001. Tel:0231-3240017. KOLKATA (MAIN): 1st Floor, Success Centre, 8, Beck Bagan Row, Kolkata – 700017. Tel:033-30924700. LUCKNOW: 307-308, 3rd Floor, SKY HI Chambers, 5, Park Road, Hazaratganj, Lucknow-226001. Tel:0522-3250020. LUDHIANA: 1st - A, Second Floor, Pearl Palace, Ghumar Mandi, Ludhiana-141001, Tel:0161-3222896. MEHSANA: 250-251, 2nd Floor, Sardar Vyapar Sankul, Malgodawn Road, Mehsana-384002. Tel:02762-325562. MORADABAD: Shop No.1, 2nd Floor, Shree Vallabh Complex, Near PMS School, Civil Lines, Moradabad – 244001.Tel: 0591-3244774. MUMBAI (ANDHERI): Flat No.201, A Wing, Vertex Vikas Chambers, M.V. Road, Andheri (East)-400069. Tel:022-32207892. MUMBAI – (BORIVALI): A - Wing, 4th Floor, Bhumi Saraswati Building, Ganjawala Lane, Borivali (West), Mumbai-400092. Tel: 022-32578468. MUMBAI (DADAR): G-3, Gr Floor, Om Swati Manor Bldg Compound, J. K. Sawant Marg, B/h Cambridge Showroom, Dadar, Mumbai – 400028. Tel:022-32168765. MUMBAI (FORT): 22/28, Raja Bahadur Compound, Near CAMS, Mumbai Samachar Marg, Fort, Mumbai – 400023. Tel:022-30010500. MUMBAI (GHATKOPAR): B-6/7, Satyam Shopping Center, B-Wing, M.G. Road, Ghatkopar (East), Mumbai – 400077. Tel:022-32425888. MUMBAI (KALYAN): Sawant House, Subhas Chowk, Murbad Road, Near Parlikar Wakhaar, Kalyan (West) – 421301. Tel: 0251-3255717. MUMBAI (MALAD): Sho No. 3, 2nd Floor, The Mall, Station Road, Malad (West), Mumbai–400064. Tel:022-32260119. MUMBAI – MULUND: B-1-2, Chandra Darshan, Pach Rasta Co-op Hsg. Society, Purushottam Kheraj Road, Mulund (West), Mumbai – 400080. Tel: 022-32083434. MUMBAI (THANE): Shop No. 1 & 2, MANDAR Ramdas Co-op Hsg. Society Ltd., Kaka Sohani Path, Ghantali, Thane (West)–400602. Tel: 022-39314300. MUMBAI (VASHI): 614-615, 4th Floor, D-Wing, Vashi Plaza, Sector 17, Vashi, Navi Mumbai – 400703. Tel: 022-32631970. MYSORE: #1037, 1st Floor, Devaparthiva Road, Off M.G.Road, B/w LAW Courts & RTO Office, Chamarajapuram, Mysore-570004. Tel: 0821-3200018. NADIAD: 203, City Point, Opp. Ipcowala Hall, Nr, Paras Cinema, College Road, Nadiad-387001. Tel:0268-3293228. NAGPUR: Plot No 218, 1st Floor, Besides Vijaya Bank, South Ambazari Road, Bajaj Nagar, Nagpur–440010. Tel:0712-3200807. NASHIK: 301, 4th Floor, Padma Vishwa Apartment, Old Pandit Colony, Sharanpur Rd., Nashik-422002. Tel:0253-3201446. NAVSARI: 506-507-508, Landmark, Near Sayaji Library, The Mall, Navsari - 396445.Tel:02637-253782/325541. NEW DELHI(MAIN): 2E/24, Jhandewalan Extension, New Delhi–110055. Tel:011-30924100. NOIDA: Office No.35, 1st Floor, Ansal Fortune Arcade, Near PNB ATM, K-Block, Sector-18, Noida-201301. Tel:0120-3106622. PALANPUR: 54, City Light Business Center, City Light Road, Pallanpur – 385001. Tel:02742 324848. PATAN:

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

47SREI INFRASTRUCTURE FINANCE LIMITED

S/10, 2nd Floor, Tirupati Plaza, Opp. Sangit Shala, Near Panjab National Bank, Verai Chakla, Patan – 384265. Tel: 02766 326640. PATNA: 6th Floor, Room No 606, Jagat Trade Center, Fraser Road, Patna-800001. Tel:0612-3249001. PORBANDAR: Shop No. 6, First Floor, Shree Raj Complex, M.G. Road, Porbandar- 360575. Tel:0286-3291166. PUNE (MAIN): 3rd Floor, Suma House, Above Bank of Maharashtra, Beside Datta Mandir, Nr Kamla Nehru Park, Erandwane, Pune-411004. Tel: 020-32414535. RAIPUR: 201-C, 2nd Floor, Rishabh Complex, M. G. Road, Raipur-492001, Chattisgarh. Tel: 0771-3250422. RAJKOT: 2nd Floor, Pramukh Paradise, Near Mangal Shanti Apartment, Nirmala Convent Road, Rajkot-360001., Tel: 0281 -3916334. RANCHI: F1-F2, 1st Floor, Amarnath Complex, Kailash Babu Street, Behind Daily Market Police Station, Daily Market, Main Road, Ranchi-834001, Tel: 0651-3244044. RATLAM: 734, Chatri Pool Road, Fatema Market, Ratlam-457001, Tel: 7412-327766. SANGLI: 4th Floor, Shiv-Meridian, Azaad Chowk, Opposite Collector’s Bunglow, Sangli-416416.Tel: 0233-3201225. SURAT: 7th Floor, Vishwakarma Arcade, Ring Road, Majura Gate, Surat, Tel:0261-3013957. TRICHY: 2Nd Floor, 86, Gp Raja Tower, Madurai Road,Bharathiar Salai, Trichy - 620 003, Tel: 431-3258022 . UDAIPUR: 303-Third Floor, Akruti Complex,New Fatehpura, Opp. St. Mary School,Udaipur-313001, Tel: 0294-3204257. VADODARA: Office No. 204, 205 & 206, 2nd Floor, Gold Croft, Opp Only Parathas, Above IndusInd Bank, Jethalpur Road, Vadodara – 390007. Tel: 0265-3006626. VALSAD: Office No. 2, 1St Floor,Ava Bai Complex, Halar Road,Valsad-396 001. Tel: 02632 320520. VAPI: 26-27, Bhanu Darshan Appt. Opp. Parth plaza, Gunjan, Vapi., Tel: 0260 3255778. VARANASI: Shop No.20, 1St Floor, Abc Tower, Shastri Nagar Chowk, Sigra, Varanasi-221001 ,Tel: 542-3267477. VIJAYWADA: 40-5-2, Maruthi Towers, Gr.Floor, 3rd Flat, Tikkle Road, Vijaywada-520010. Tel: 866-3241991. VISHAKHAPATNAM: Office no. 203, Door no. 47-15-14/27, VRC Complex, Dwarakanagar, Vishakhaptnam – 530016. Tel:0891-3260600

RR EQUITY BROKERS PRIVATE LIMITED

AHMEDABAD: RR Equity Brokers, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079- 40211888;BANGALORE: RR Equity Brokers, S-111,Manipal Centre,47,Deckenson Road,Banglore-42 080-42477177;CHANDIGARH: RR Equity Brokers, SCO-222-223,Gr. Floor,Sector-34A, Chandigarh 0172-2624896; CHENNAI: RR Equity Brokers, 3rd Flr.,Percision Plaza,New -397, Teynampet, anna Salai, Chennai- 600018 044-42077370/71;DEHRADUN: RR Equity Brokers, 56, 1st Floor, Rajpur Road,Opp. Madhuban, Dehradun, Uttaranchal- 248001 0135-3258181.FARIDABAD: RR Equity Brokers, Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361;Ghaziabad: RR Equity Brokers, 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh 0120-2828090;JAIPUR: RR Equity Brokers, 7,Katewa Bhawan,Opp. Ganapati Plaza, MI Road,Jaipur- 302001 0141-3235456;KOLKATA: RR Equity Brokers, 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033-22802963/22806878;LUCKNOW: RR Equity Brokers, G-32,Shriram Tower,13- A,Ashok Marg, Lucknow- 226001 0522- 4057612;MUMBAI: RR Equity Brokers, 18 First Floor,105 bombay Samachar Marg.,Fort, Mumbai- 400023 022-40544201/224; RR Equity Brokers, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9324804084; NEW DELHI: RR Equity Brokers, 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62; RR Equity Brokers, 105, Anchal Plaza,Nelson Mandela Road Vasant Kunj,New Delhi-110070, 011-26891262,26134764 ; RR Equity Brokers, 105, Pratap Bhawan , Bahadur Shah Zafar Marg, New Delhi - 110001 011- 49505500,41509018 ; RR Equity Brokers, 118, Gagandeep Building, Rajendra Place , New Delhi- 110008 011- 25764872,41538956; RR Equity Brokers, 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011-42421238-39, 49504400; RR Equity Brokers, Shop No. 24, FD Market, Near Madhuban Chowk, Pitampura , Delhi - 110034 011 – 27311419; RR Equity Brokers, N-24 - 25, Connaught Place, New Delhi - 110001 011- 41523306, 46308803, 41523229; RR Equity Brokers, 111, Jyotishikhar, 8 Distt. Centre , Janakpuri, New Delhi - 110018 011- 25617654; NOIDA: RR Equity Brokers, P-5,Sector - 18,Noida- 201301, Uttar Pradesh 0120-4336992; VADODARA: RR Equity Brokers, 222 Siddharth Complex,RC Dutta Road.,Vadodra- 390007 0265-3256190/2353195.

SMC GLOBAL SECURITIES LIMITED

AGRA :- F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708, AHMEDABAD :- 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200, BANGALORE:- 2003/2, 2nd Floor, (above tata docomo showroom), 100 ft road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699, CHENNAI:- Salzburg square,flat no.1, 3rd Floor,Door no .107,Harrington Road Chetpet,Chennai-600 031. DEHRADUN :- 7,8,9&10 shiva palace, second floor, rajpur road Dehradun 248001 Ph no 9368572105 HISSAR :- Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 HYDERABAD/SECUND'BAD :- 206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S D Road SECUNDERABAD, 500003 Ph no 9347453777 INDORE :- 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 JAIPUR :- 401, fourth Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme Jaipur Ph no 9928882771 JAMSHEDPUR :- K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 KANPUR :- shop no : G-21, Ground Floor City Centre The Mall Kanpur -228001 ph no 9305358433 KOLKATA :- 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 KOTA :- 4-a-6 Talwandi Kota Rajasthan Ph no 09829116982 LUCKNOW :- Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 MUMBAI :- 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 09821111219, 9930055430 NEW DELHI/DELHI:- 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470 , 9810059041, 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929 9180469955, 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 NOIDA :- 106-Ocean Plaza .P-5 SEC-18, NOIDA-201301 Ph no 9717000378 PUNE :- 3RD Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004 RAJKOT :- 401-Star Chambers, Harihar Chowk, Nr. Panchnth Mandir, Rajkot-360001 Mob - # +91 8000903984, Tel – 0281-3017965 SURAT:- 316,Empire State Building, Ring Road, Surat.395002. Mo : 9033002341 VARANASI:- D-64/127-C-H, Nagar Nigam Road, Sigra, Varanasi, 221010 Ph No 9415201997

SPA SECURITIES LIMITED

AHMEDABAD - SPA SECURITIES LIMITED, 401, ARJUN AVENUE, NEAR NUTAN NAGRIK BANK, OPP. SAMARTHESHWAR MAHADEV, ELLISBRIDGE, AHMEDABAD-380006, TEL: 079-3001 3800. AGRA- SPA SECURITIES LIMITED, SHOPE NO-9, 10,11 BLOCK NO-17/2/4 FRIENDS WASAN PLAZA SANJAY PLACE AGRA – 282002, TEL: 0562-3058262-239. BANGALORE- SPA SECURITIES LIMITED, 703-704 7TH FLOOR BRIGADE TOWER 135 BRIGADE RAOD BANGLORE – 560025, TEL: 080-4111 7006. CHANDIGARH- SPA SECURITIES LIMITED, 1ST FLOOR, SCO-307, SECTOR-38-D, CHANDIGARH- 160009, TEL: 0172-4678545. CHENNAI- SPA SECURITIES LIMITED, OLD NO.2, NEW NO.3,KANDASWAMY STREET CHANDRABAGH AVENUE, OFF R K SALAI MYLAPORE, CHENNAI – 600004, TEL: 044-43993530. HYDERABAD- SPA SECURITIES LIMITED, NO 6-3-1109/5 & 6 2ND FLOOR G S MALL SUMAJI GUDDA HYDERABAD - 500082, TEL: 040-44331300. JAIPUR- SPA SECURITIES LIMITED, PRIME PLAZA, 26 GOPAL BARI OPPSITE. VIDHAYAK PURI POLICE STATION KHASAKOTHI JAIPUR – 302001, TEL: 0141-4260000/29. KANPUR – SPA SECURITIES LIMITED, OFFICE NO. 226 B, 2ND FLOOR, CITY CENTER, THE MALL, KANPUR -208001, TEL: 0512-23911231. KOLKATA- SPA SECURITIES LIMITED, DIAMOND CHAMBERS ROOM NO-8-0 8TH FLOOR 4 COWRINGHEE LANE KOLKATA-700016, TEL: 033-22521537. MEERUT- SPA SECURITIES LIMITED, J-260, 2ND FLOOR ABU PLAZA ABU LANE MEERUT-250001, TEL: 0121- 40181403. MUMBAI- SPA SECURITIES LIMITED, 101-A, 10TH FLOOR MITTAL COURT A-WING NARIMAN POINT MUMBAI-400021, TEL: 022-40439000.NEW DELHI- SPA SECURITIES LIMITED, 25 C BLOCK COMUNITEY CENTER JANAKPURI NEW DELHI – 110058; TEL: 011-45675500/45586600. PATNA- SPA SECURITIES LIMITED, 301 A, 3RD FLOOR BHUWNESHWAR PLAZA NEAR MAGADH STOCK EXCHANGE PATNA-800001, TEL: 0612-3249356/57. PUNE-SPA SECURITIES LIMITED, 5 SHANKAR SMIRITI SECOUND FLOOR NEXT TO KAKA HALWAI PRABHAT ROAD LANE NUMBER 9/3, 39/25 ERANDWNA OFF KARY ROAD PUNE -411004, TEL: 020-30223276.

TIPSONS STOCK BROKERS PRIVATE LIMITED

AHMEDABAD: Tipsons Stock Brokers Pvt. Ltd., 5th Floor, Sheraton House, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Tel: 3061 1139, 3000 2004; BANGALORE: Tipsons Stock Brokers Pvt. Ltd., 214-B, Mittal Towers, M G Road, Bangalore – 560 001, Tel: 4112 3628, 4112 3828.; CHENNAI: Tipsons Stock Brokers Pvt. Ltd., 70, Cisons Complex, 1st Floor, 150, Montieth Road, Egmore, Chennai – 600 008, Tel: 4265 6273 HYDERABAD: Tipsons Stock Brokers Pvt. Ltd, 501/A, Suryakiran Complex, Sarojini Devi Road, Secunderabad – 500 003, Tel: 2789 1667, 3296 3500 KOLKATA: Chatterjee International Centre, 16th Floor, Room-12, 33A, Jawahar Lal Nehru Road, Kolkata- 700 071, Tel: 2288 0118, 3250 3500, MUMBAI: 211, 2nd Floor, Arun Chambers, Beside A C Market, Tardeo Road, Mumbai - 400 034, Tel: 23524516-18 NEW-DELHI: 1008, 10th Floor, Akashdeep Building, Cannought Place, 26/A, Barakhambha Lane, New-Delhi – 110 001, Tel: 2335 1155, 3260 8500, PUNE: 8, Shree Mangal Prestige, Narpatgiri Chowk, Somvaar Peth, Pune – 411 011, Tel: 2613 1997, 3250 3500

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

48 SREI INFRASTRUCTURE FINANCE LIMITED

Sr. Bank Controlling Branch Contact Person Tel No. Fax No.1 Axis Bank Ltd. 9th Floor, Solaris, C-Wing, Opp L&T Gate No 6, Saki Vihar Road, Powai, Mumbai – 400072 Mr. Kirit Rathod, Vice President 022-40754981/82/83/, 9820850829 022-407549962 State Bank of Hyderabad Gunfoundry, Hyderabad - 500 001 Mr. Ashok Kulkarni 040-23387325 040-233877433 Corporation Bank Capital Market Branch, 1st Floor, Earnest House NCPA Marg, Nariman Point, Mumbai-400021 Mr Amod Kumar 022-841406/22842764/9870340031 022-228438234 State Bank of Travencore Anakatchery Buildings, Y M C A Road, Statue, Thiruvananthapuram-695001 Mr. P. P. Muraleedharan 0471-2333676 0471-23381345 IDBI Bank Ltd IDBI Bank Limited, Central Processing Unit, Sarju House, 3rd Floor, Plot No. 90, Road No. 7,

Andheri (East), Mumbai – 400 093Mansi Shukla/Meenakshi Khangarot

022-6670065966700660

022-66700669/708

6 State Bank of Bikaner & Jaipur State Bank of Bikaner and Jaipur, P.R. Road, Jaipur-302005 Shri Arun Paliwal 0141-4003380, 09413398771 0141-23652197 YES Bank Ltd. YES Bank Limited, Tiecicon House,Second Floor,Dr. E Moses Road, Mahalaxmi,Mumbai 400011 Mahesh Shirali / Manoj Bisht/ 022 66229031 / 9164 / 9070 022 249748758 Punjab National Bank Capital Market Services Branch, PNB House, Fort, Sir P.M.Road, Mumbai Sh. K K Khurana Tel – 022- 22621122, 22621123, 022-226211249 Deutsche Bank Sidrah,110, Swami Vivekananda Road, Khar (West), Mumbai- 400052 Mr. Manish Kulkarni 022-6600 9428 022-66009666

10 Union Bank of India Mumbai Samachar Marg, Fort, Mumbai - 400 023. Mr. O.P. Jain/K.I. Damniwala 022-22629411/22629404 022-2264278711 HDFC Bank Ltd. FIG – OPS Department , HDFC Bank Ltd, Lodha - I Think Techno Campus O-3 Level, Next to

Kanjurmarg,Railway Station, Kanjurmarg (East), Mumbai - 400042Mr. Deepak RaneMr. Uday Dixit

022-30752928022-30752927

022-25799801

12 Bank of Baroda Mumbai Main Office, Mumbai Samachar Marg, Fort, Mumbai - 400 023. Mr. Sonu A. Arekar 40468314, 40468307 022-2283523613 ICICI Bank Ltd. Capital Market Division,Fort Mr. Roshan Tellis 022-22627600 022-2261113814 Vijaya Bank Head Office Building, 41/2, M.G. Road, Bangalore Mr. Vithaldas Acharya 080-25584281 080-2558428115 Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai – 400023 A D Deshpande (A.G.M.) 022-22694160, 22652595 022-2268129616 State Bank of India Capital Market Branch, Videocon Heritage, Klick House, Opp. Mtnl Office, Charanjit Rai Marg,

Fort, Mumbai-400 001Ms Vidya Krishnan 022 22094927, 022 22094932 022-22650747

17 Andhra Bank 18, Homi Modi Street, Nanavati Mahalaya, Fort Branch, Mumbai-400023. Mr.K.Umamaheswaram Chief ManagerMr.T.V. Rao Sr.Manager (Operations)

022-22046160, 022-22046160 022-22046160

18 HSBC Ltd. 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West) Mumbai 400 064 (address of IPO Operations office)

Mr Jagrut Joshi (022) 67115485/ 9870403732 (022) 66536005

19 Kotak Mahindra Bank Ltd. Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western Express Highway, General AK Vaidya Marg,Malad (E)

Sanjay Sawant + 91 22 66056587 +91 22 66056642

20 Bank of India Stock Exchange Branch, Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street, Fort, Mumbai – 400 023.

Shri B.B.Sharma, Manager 022-2272 1677 (Direct)022-2272 2399 (Board)

022-2272 1782

21 CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 S Girish 022-26535504 98199 12248 022-2653582422 IndusInd Bank Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai 400 001 Mr. Yogesh Adke 9833670809, 022-66366589 022-6636659023 Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282, Mumbai,

Maharashtra 400 023Shri S. K. Jain Chief Manager (022)- 22655739, 22662018 (022)- 22661935

24 Karur Vysya Bank Ltd. Demat Cell, First Floor, No 37, Whites Road, Royapettah, Chennai - 600 014 Nori Subrahmanyam 044- 28518265 044-2851826925 The Federal Bank Limited ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031 Dhanya Dominic 0484-2201847 0484238560526 Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam 600035 Mr. V Muthukumar, Mr. M Veerabahu 044 24330233 044 2434775527 Central Bank of India Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001 Mr. Vineet Bansaj 022- 22623148, 22623149 022-2262315028 Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai -400001 Shri B.K. Palrecha (AGM) 022-22654791/95 022-2265477929 Standard Chartered Bank Crescenzo, 3rd Floor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex,

Bandra(E),Mumbai 400 051Ms. Priscilla Dsilva +91 22 26757227/234 +91 22 26757358

30 J. P. Morgan Chase Bank J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098 Nandita Halady 6157 3833 6157 391031 Nutan Nagrik Sahakari Bank Ltd. Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge. Miti shah 9879506795 0792656471532 UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023 Manager 022 40180105 0222287075433 Canara Bank Merchant Banking Division, 407-412, 4th Floor, Himalaya House, 79, Mata Ramabai Ambedkar

Marg, Mumbai 400 001Mr. K. S. Prasanna 022-022-22677405 / 406 022-22677404

34 United Bank of India Global Cash Management Services Hub, 4th Floor, United Bank of India, United Tower, Head Office, 11, Hemanta Basu Sarani, Kolkata – 700 001.

AGM (CMS & Demat) 03322624175 03322624176

35 Syndicate Bank Capital Market Services Br. 26A, First Floor, SyndicateBank bldg. P.M.road, Fort, Mumbai - 1 P Padmavathy Sundaram, Chief Manager 022-22621844 022-2270099736 South Indian Bank ASBA Cell (NODAL OFFICE)

1st Floor, SIB Building, Market Road, Ernakulam – 682035, Kerala, India.John K Mechery 09645817905 0484-2351923

37 Indian Overseas Bank Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai 600 002 Mr. R.S. Mani / Mr. M. Sasikumar 044-28513616/ 28513617/ 044- 2851361938 Tamilnad Mercantile Bank Ltd. Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2Nd Avenue, Anna

Nagar (West), Chennai - 600 040, Tamilnadu, IndiaMr. K. Natarajan 044-26192552 044-26204174

39 City Union Bank Limited 48, Mahalakshmi St., T.Nagar, Chennai - 600 017. Tamil Nadu. Sivaraman 044-24340010, 24343517, 9380286558, 044 - 2434858640 BNP Paribas French Bank Bldg., 62, Homji Street, Fort, Mumbai – 400 001 Mr. Prem Mariwala 022-66501376 022–6650162041 The Kalupur Commercial Co-

Operative Bank Ltdalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014 Jay V. Pathak Manager 079-27582028 079-40014118/

4001414942 Bank of America NA EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah

Chennai 600014Swaminathan Ganapathy 044-42904526 044-43528911

43 The Lakshmi Vilas Bnak Ltd 64,dr,v.b.gandhi marg, p.b.no.1783, kalaghoda, fort mumbai, great mumbai district, maharashtra-400001

Raghu Nagarajan 22-22672255-22672247(M)-22673435(CM)

22670267

44 State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn 0172-2779116, 2546124, 09779586096 0172-254608045 State Bank of Mysore P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400 001. Mr.Rajeshwar Das, Manager 09022469176 022-2265634646 The Surat Peoples Co-op

Bank LtdCentral Office. Vasudhara Bhavan, Timaliyawad, Nanpura, Surat – 395001 Mr. Iqbal Shaikh 0261-2464577 0261-2464577,592

47 The Dhanlaxmi Bank Limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001

Gunavati karkera 022 – 2202535 022-22871637

48 The Saraswat Co-operative Bank Ltd.

Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector – 17, Vashi, Navi Mumbai – 400703

Mr. A. A. Bhatia (O) 27884161 27884162,(M) 9820505121

27884153

49 DBS Bank Ltd DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001 Amol Natekar +91 22 6613 1213 +91 22 6752 847050 Dena Bank Dena Bank, Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai – 400023 Branch Manager 022-22661206, 22702881 022-22694426

2270288051 Karnataka Bank Ltd Mangalore–H O Complex Branch, Mahaveera Circle, Kankanady, Mangalore – 575002 Ravindranath Baglodi [Sr.Manager] Ph: 0824-2228139 /140 /141 Fax: 0824-222813852 The Ahmedabad Mercantile

Co-Op. Bank LtdHead office :- "Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09 Bimal P Chokshi 079-26426582-84-88 079-26564863

53 Ing Vysya Bank Ltd CMS HUB, NO 20 VITHAL MALLY ROAD, EDEN PARK, BANGALORE -560001 Yoganand J, Akshay Hegde 080-22532135, 080-25005316 080-2253211154 Janata Sahakari Bank Ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Shukrawar Peth, Pune - 411002. Shri Ajit Manohar Sane 020-24431011, 020-24431016

+91-9503058993020-24431014

55 Barclays Bank PLC 601/603, Ceejay House, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018. Parul Parmar 022-67196400/6575 022-67196996

ASBA Applicant may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSB’s and their Designated Branches please refer to the website of SEBI (http://www.sebi.gov.in/cms/sebi_data/attachdocs/1325570097787.html). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.

LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBs) UNDER THE ASBA PROCESS AS ON NOVEMBER 01, 2013

IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS