Terms of the Public Issue

Issue Size / PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE “COMPANY” OR THE “ISSUER”) OF 20,00,000 SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH (THE “DEBENTURES” or the “NCDs”), AMOUNTING TO ` 2,000 MILLION (“base issue size”), with an option to retain oversubscription upto ` 10,000 Million (THE “OVERALL ISSUE SIZE”) (“tranche 2 Issue”) within THE RESIDUAL SHELF LIMIT OF ` 11,738.569 MILLION and is being offered by way of this tranche 2 prospectus, which should be read together with shelf prospectus DATED SEPTEMBER 22, 2014 (THE “SHELF PROSPECTUS”).
Credit Rating / CARE AA- & BWR AA
Lead Manager / ICICI Securities Ltd, Edelweiss Financial Services Ltd, A.K Capital Services Ltd, SPA Capital Advisors Ltd & Srei Capital Markets Limited
Trustee / Axis Trustee Services Ltd
Registrar / Karvy Computershare Pvt Ltd
Legal Advisor to the Issue / Khaitan & Co LLP
Issue Opening Date / July 01, 2015
Issue Closing Date / July 20, 2015

Issue Structure:

Series / I# / II*** / III** / IV# / V / VI** /
Frequency of Interest Payment / Monthly / Annual / Cumulative / Monthly / Annual / Cumulative
Minimum Application / ` 10,000/- (10 NCDs) across all Series
Face Value/Issue Price of NCDs (` / NCD) / ` 1,000/-
In Multiples of / 1000
(1NCD) / 1000
(1NCD) / 1000
(1NCD) / 1000
(1NCD) / 1000
(1NCD) / 1000
(1NCD)
Tenor from Deemed Date of Allotment / 39 months / 60 months
Base Coupon (% per annum) for Category I, Category II & Category III Investor(s) (A) / 10.00% / 10.50% / N.A. / 10.25% / 10.75% / N.A.
Additional incentive on Base Coupon Rate (% per annum) on any Record Date as applicable to Category III Investor(s) (B) / 0.25% / 0.25% / N.A. / 0.25% / 0.25% / N.A.
Coupon Rate (Aggregate of the Base Coupon Rate and the additional incentive (as per B above) on the Base Coupon Rate on any Record Date applicable to Category III Investor(s) {(A) + (B) }) / 10.25% / 10.75% / N.A. / 10.50% / 11.00% / N.A.
Effective Yield (per annum) for Category I and Category II Investor(s) / 10.46% / 10.57% / 10.50% / 10.74% / 10.79% / 10.76%
Effective Yield (per annum) for Category IIII investors / 10.74% / 10.82% / 10.77% / 11.01% / 11.04% / 11.00%
Mode of Interest Payment / Through various mode available.
Amount (` / NCD) on Maturity for Category I and Category II Investor(s)** / 1,000 / 1,000 / 1,384 / 1,000 / 1,000 / 1,668
Amount (` / NCD) on Maturity for Category III Investor(s) ** / 1,000 / 1,000 / 1,395 / 1,000 / 1,000 / 1,686
Maturity Date (from Deemed Date of Allotment) / 39 months / 39
months / 39
months / 60 months / 60
months / 60
Months

Institutional, Non Institutional Category Investor(s) and Individual Category Investor(s) can subscribe to all Series of NCDs.

** Subject to applicable tax deducted at source, if any.

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

#Series I & Series IV NCDs would be allotted compulsorily in dematerialized form to all categories of Investors.

Investors in the proposed NCD who fall under Category III and who are holder of NCD(s)/Bond(s) previously issued by the Company in past public issues of Secured NCD\ of our Company and/ or are equity shareholder(s) of our Company and/or senior citizens and/or Employees of Issuer 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, Series II, Series IV and Series V and are NCD holders on the record date for redemption of NCD in case of Series III and Series VI. For Investors who fall under Category III and who are holder of NCD(s)/Bond(s) previously issued by the Company in past public issues of Secured NCDs of our Company and/or senior citizens and/or Employees of Issuer on the Deemed Date Of Allotment applying in Series III and Series VI NCDs, the maturity amount at redemption along with the additional yield would be ` 1,405/- per NCD and ` 1,705/- per NCD respectively. The additional coupon will be maximum of 0.25% p.a., for Category III Investors in the proposed Tranche 2 Issue, who are holding NCD(s)/Bond(s) previously issued by the Company in past public issues and/or are also equity shareholder(s) of our Company and/or senior citizens and/or Employee of Issuer on the Deemed Date of Allotment.

On any relevant Record Date the Registrar and/or our Company shall determine the list of the Primary holder(s) of this Tranche 2 Issue and identify 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 Tranche 2 Issue i.e. to the Primary holder(s) falling under Category III. 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(s) sells/gifts/transfer any NCDs allotted in this public issue, additional coupon will not be paid on such sold/gifted/transferred NCD except in case where NCDs are transferred to the Joint holder/Nominee in case of death of the primary holder.

Senior Citizen(s) have to provide self -attested copy of PAN card as additional KYC document irrespective of the mode of application either through demat or physical for the eligibility of additional coupon of 0.25% per annum. In case of non-receipt of copy of PAN along with application form while applying for the NCDs of the the Proposed Issue, the additional coupon of 0.25% p.a. will not be applicable. Employees have to provide a copy of employee ID card or written certificate from Human Resource Dept. of Issuer along with the application form to avail additional coupon of 0.25% p.a.