Prospectus Tranche - 1

December 28, 2011

SREI INFRASTRUCTURE FINANCE LIMITED

(Srei Infrastructure Finance Limited (the “Company”), with CINL29219WB1985PLC055352, incorporated in the Republic of India with limited liability
under the Companies Act, 1956, as amended (the “Companies Act”))
Registered Office: ‘Vishwakarma’, 86 C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542
Website: www.srei.com
Compliance Officer and Contact Person: Mr. Sandeep Lakhotia, Company Secretary, Srei Infrastructure Finance Limited, “Vishwakarma”, 86C Topsia Road (South), Kolkata - 700 046
Phone: +91 336160 7734, Fax: +91 33 2285 8501, Email-id: [email protected]
PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE “COMPANY” OR THE “ISSUER”) OF LONG TERM INFRASTRUCTURE BONDS WITH A 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 (THE “DEBENTURES” OR THE “BONDS”), AGGREGATING UP TO ` 5,000 MILLION (THE “SHELF LIMIT”) FOR THE FINANCIAL YEAR (“FY”) 2012 BY WAY OF
ISSUANCE OF BONDS IN ONE OR MORE TRANCHES (EACH A “TRANCHE ISSUE”, AND TOGETHER ALL TRANCHE ISSUES UPTO THE SHELF LIMIT, THE “ISSUE”). THE
FIRST TRANCHE OF BONDS (THE “TRANCHE 1 BONDS”) FOR AN AMOUNT AGGREGATING TO ` 3,000 MILLION (THE “TRANCHE 1 ISSUE”) IS BEING OFFERED BY WAY
OF THIS TRANCHE PROSPECTUS WHICH CONTAINS, INTER ALIA THE TERMS AND CONDITIONS OF THE TRANCHE 1 ISSUE (THE “PROSPECTUS TRANCHE - 1”),
WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED DECEMBER 28, 2011 FILED WITH THE ROC (THE “SHELF PROSPECTUS”).
FOR ANY QUERIES REGARDING THE ISSUE, PLEASE WRITE TO US AT [email protected]. FOR FURTHER DETAILS, INVESTORS CAN VISIT OUR WEBSITE:
www.srei.com
The Tranche 1 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”).
GENERAL RISK
Investors are advised to read the section titled “Risk Factors” carefully before taking an investment decision in relation to this Tranche 1 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” on page 9 of the Shelf Prospectus before making an investment in this Tranche 1 Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Shelf Prospectus and this Prospectus – Tranche 1 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 Shelf Prospectus and this Prospectus – Tranche 1 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 Shelf Prospectus and this Prospectus – Tranche 1 as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
CREDIT RATINGS
The Bonds have been rated ‘CARE AA’ by CARE pursuant to its letter dated December 15, 2011. Instruments with a rating of ‘CARE AA’ by CARE are considered to offer high degree
of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The rating provided by CARE 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 this Prospectus - Tranche 1 for the rationale for the above rating.
PUBLIC COMMENTS
The Draft Shelf Prospectus was filed with the Designated Stock Exchange for public comments pursuant to the provisions of the Debt Regulations. The Draft Shelf Prospectus was open
for public comments for 7 Working Days from the date of filing of the Draft Shelf Prospectus with the Designated Stock Exchange.
LISTING
The Bonds offered through the Shelf Prospectus and this Prospectus - Tranche 1 are proposed to be listed on BSE Limited (the “BSE”). Our Company had applied to the BSE for ‘in-
principle’ approval for the Issue through a letter dated December 22, 2011. BSE has given its ‘in-principle’ listing approval through its letter dated December 28, 2011. For the purposes
of the Issue, the BSE shall be the Designated Stock Exchange.
LEAD MANAGERS TO THE ISSUE

ICICI Securities Limited Karvy Investor Services Limited RR Investors Capital Services Private Srei Capital Markets Limited*
ICICI Centre Hallmark Business Plaza, 7th Floor, Sant Dynaneshwar Limited ‘Vishwakarma’,
H.T. Parekh Marg Marg, Opp: Gurunank Hospital, Bandra - East 133A, Mittal Tower, Nariman Point, 86C, Topsia Road (South)
Churchgate, Mumbai 400 020 Mumbai – 400 051 Mumbai 400 021 Kolkata – 700 046
Maharashtra, India Maharashtra, India Maharashtra, India West Bengal, India
Tel : +91 22 2288 2460 Tel: +91 22 6149 1500 Tel :+91 22 2288 6627/28 Tel: +91 33 6602 3845
Fax : +91 22 2282 6580 Fax: +91 22 6149 1515 Fax :+91 22 2285 1925 Fax: +91 33 6602 3861
E-mail : [email protected] Email: [email protected] E-mail : [email protected] Email: [email protected]
Investor Grievance Email: Investor Grievance E mail: [email protected] Investor Grievance E-mail ID: Investor Grievance E mail:
[email protected] Website: www.karvy.com [email protected] [email protected]
Website : www.icicisecurities.com Contact Person: Mr. Lokesh Singhi / Mr. Omkar Website: www.rrfcl.com Website: www.srei.com
Contact Person: Mr. Sumit Agarwal Barve Contact person: Mr. Brahmdutt Singh Contact Person: Mr. Manoj Agarwal
Compliance Officer : Mr. Subir Saha Compliance Officer : Mr. V. Madhusudhan Rao Compliance Officer: Mr. Sandeep Mahajan Compliance Officer: Manoj Agarwal
SEBI Registration No: INM000011179 SEBI Registration No.: INM000008365 SEBI Registration No: INM000007508 SEBI Registration No.: INM 000003762
CO-LEAD-MANAGERS TO THE ISSUE DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

SMC Capitals Limited Bajaj Capital Limited Axis Trustee Services Limited Link Intime India Private Limited
3rd Floor, ‘A’ Wing, Laxmi Tower, Bandra Kurla 672, 7th Floor, Building No. 6, Solitaire Corporate Park, Axis House, 2nd Floor C-13, Pannalal Silk Mills Compound,
Complex, Bandra (E), Mumbai - 400051 Andheri (East), Mumbai – 400 093 Bombay Dyeing Mills Compound L.B.S. Marg, Bhandup (West)
Telephone number: +91 22 61383838 Telephone No.: +91 22 4009 9999 Pandurang Budhkar Marg, Worli Mumbai 400 078
Fax number: +91 22 61383899 Fax: +91 22 4009 9911 Mumbai: 400 025 Tel.: +91 22 25960320
Email: [email protected]
E-mail: [email protected] Tel: +91 22 2425 2525 / 4325 2525 Fax :+91 22 25960329
Investor Grievance E-mail ID: [email protected]
Investor Grievance E-mail ID: Email: [email protected] Toll Free : 1-800-22-0320
Website: www.bajajcapital.com
[email protected] Compliance officer: Mr. Janardhan P Contact Person: Mr. Indraprakash Rai Email : [email protected]
Website: www.smccapitals.com Contact person: Mr. Sumit Dudani Investor Grievance Email :
Compliance Officer: Mr. Sanjeev Barnwal SEBI Reg. No. INM000010544 [email protected]
Contact person: Mr. Abhishek Gaur Website: www.linkintime.co.in
SEBI Registration No.: MB/INM000011427 Contact Person: Mr. Sanjog Sud
Compliance Officer: Mr. Sanjeev Nandu
SEBI Registration No.: INR000004058
*Srei Capital Markets Limited, which is a wholly owned subsidiary of the Company, shall only be involved in marketing of the Issue.
TRANCHE 1 ISSUE PROGRAMME
TRANCHE 1 ISSUE OPENS ON: DECEMBER 31, 2011 TRANCHE 1 ISSUE CLOSES ON: JANUARY 31, 2012

The Tranche 1 Issue shall remain open for subscription during banking hours for the period indicated above, except that the Tranche 1 Issue may close on such earlier date or extended
date as may be decided by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals. In the event of an early closure or extension of the Issue, our Company
shall ensure that notice of the same is provided to the prospective investors through newspaper advertisements on or before such earlier or extended date of Tranche 1 Issue closure.
 TABLE OF CONTENTS

SECTION I: GENERAL ...................................................................................................................... 1

DEFINITIONS & ABBREVIATIONS ........................................................................................................... 1
FORWARD-LOOKING STATEMENTS ...................................................................................................... 7
PRESENTATION OF FINANCIALS & USE OF MARKET DATA.......................................................... 8
SECTION II: INTRODUCTION ................................................................................................9
GENERAL INFORMATION.......................................................................................................................... 9
THE ISSUE ..................................................................................................................................................... 16
SUMMARY FINANCIAL INFORMATION .............................................................................................. 20
OBJECTS OF THE ISSUE ........................................................................................................................... 29
STATEMENT OF TAX BENEFITS ............................................................................................................ 30
OUR PROMOTER ........................................................................................................................................ 34
SECTION III: ISSUE RELATED INFORMATION ................................................................35
ISSUE STRUCTURE ..................................................................................................................................... 35
TERMS OF THE ISSUE ............................................................................................................................... 38
ISSUE PROCEDURE .................................................................................................................................... 52
OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 60
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION................................................... 65
DECLARATION ............................................................................................................................................ 67
ANNEXURE ................................................................................................................................................... 68
 SECTION I: GENERAL

DEFINITIONS & ABBREVIATIONS

CONVENTIONAL / GENERAL TERMS AND ABBREVIATIONS

This Prospectus – Tranche 1 uses certain definitions and abbreviations which, unless the context indicates or
implies otherwise, have the meaning as provided below. References to any legislation, act or regulation shall be
to such term as amended from time to time. In this Tranche 1 Prospectus any reference to “ the Issue”, unless
repugnant to the context, shall mean the “Tranche 1 Issue”.

Term Description
Companies Act / Act The Companies Act, 1956, as amended
AGM Annual General Meeting
AS Accounting Standard
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
Competition Act Competition Act, 2002
CPC Civil Procedure Code, 1908
CrPC Code of Criminal Procedure, 1973
Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008
Depositories Act Depositories Act, 1996
DRR Debenture Redemption Reserve
EGM Extraordinary General Meeting
EPS Earnings Per Share
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999
FERA Foreign Exchange Regulation Act, 1973
FII (s) Foreign Institutional Investor(s)
Financial Year / FY/ Fiscal Year Financial Year ending March 31
GDP Gross Domestic Product
GIR General Index Registration Number
G-Sec Government Securities
HUF Hindu Undivided Family
Indian GAAP Generally Accepted Accounting Principles in India
IPC Indian Penal Code, 1860
IRDA Insurance Regulatory and Development Authority
I.T. Act / Income Tax Act Income Tax Act, 1961
MCA Ministry of Corporate Affairs, Government of India
MNC Multi-National Corporation / Company
NAV Net Asset Value
NECS National Electronic Clearing System
NEFT National Electronic Fund Transfer
N.I. Act Negotiable Instruments Act, 1881
NII(s) Non-Institutional Investor(s)
NSDL National Securities Depository Limited

1
Term Description
PAN Permanent Account Number
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
ROC Registrar of Companies, West Bengal
Rs. /` / INR / Rupees The lawful currency of the Republic of India
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
TDS Tax Deducted at Source

ISSUE RELATED TERMS

Term Description
Allotment / Allotted/ Allot Means the allotment of the Tranche 1 Bonds, as the context may
require, to the successful Applicants pursuant to this Tranche 1 Issue
Allottee(s) A successful Applicant to whom the Tranche 1 Bonds are being / have
been Allotted
Applicant(s) Resident Individual or an HUF who applies for allotment of the Tranche
1 Bonds in the Issue
Application Amount The total amount to be paid by an Applicant along with the Application
Form, which is the total value of the Tranche 1 Bonds being applied for
Application Form The form (including revisions thereof) in terms of which the Applicant
shall make an offer to subscribe to the Tranche 1 Bonds and which will
be considered as the application for Allotment of Tranche 1 Bonds in
terms of the Shelf Prospectus and this Prospectus - Tranche 1.
Bajaj Capital / Bajaj Cap Bajaj Capitals Limited
Basis of Allotment The basis on which Tranche 1 Bonds will be allotted to successful
Applicant(s) under the Tranche 1 Issue and is described in the section
titled “Issue Procedure – Basis of Allotment” on page 57 of this
Prospectus – Tranche 1
Bankers to the Issue Collectively the Escrow Collection Banks, Public Issue Account Banks
and the Refund Bank
Bonds / Debentures / Srei Tax Long term infrastructure bonds, in the nature of secured, redeemable,
Saving Infra Bonds non-convertible debentures of our Company of face value of ` 1,000
each, having benefits under section 80 CCF of the Income Tax Act,
issued at par, in one or more tranches in terms of the Shelf Prospectus
and the respective Tranche Prospectus including the Tranche 1 Bonds.
Bondholder(s) / Debenture Holder(s) Any person holding the Tranche 1 Bonds and whose name appears on
the beneficial owners list provided by the Depositories or whose name
appears in the Register of Bondholders maintained by our Company
Buyback Amount The amount that will be specified as the buyback amount for various
series of the Tranche 1 Bonds, as more specifically set out in the section
entitled “The Issue” on page 16 of this Prospectus - Tranche 1.

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Term Description
Buyback Date One date, being the date falling 5 years and one day from the Deemed
Date of Allotment and on which date the Company shall complete the
buyback of the Tranche 1 Bonds, as more particularly described in the
section entitled “Terms of the Issue - Buyback of Tranche 1 Bonds” on
page 44 of this Prospectus – Tranche 1
Buyback Intimation Period The period beginning not more than 9 months prior to the Buyback Date
and ending not later than 6 months prior to the Buyback Date.
Buyback Intimation Request The letter to be sent by our Company to the Bondholders intimating
them about the buyback of the Tranche 1 Bonds.
BSE BSE Limited
CARE Credit Analysis & Research Limited
Co- Lead Managers SMC Capitals Limited and Bajaj Capital Limited
Consolidated Tranche 1Bond In case of Tranche 1 Bonds held in physical form, the certificate issued
Certificate by the Issuer to the Bondholder for the aggregate amount of the
Tranche 1 Bonds that are held by such Bondholder
Deemed Date of Allotment The Deemed Date of Allotment for the Tranche 1 Bonds, shall be the
date as may be determined by the Board/Committee of our Company
and notified to the Stock Exchange
Debenture Trust Deed Trust deed to be entered into between the Debenture Trustee and our
Company
Debenture Trustee/ Trustee Trustee for the Bondholders, in this case being Axis Trustee Services
Limited
Depository(ies) National Securities Depository Limited (NSDL) and / or Central
Depository Services (India) Limited (CDSL)
Designated Date The date on which funds are transferred from the Escrow Account to the
Public Issue Account or the Refund Account, as appropriate, subsequent
to the execution of documents for the creation of security, following
which the Board of Directors/Committee of Directors shall Allot the
Tranche 1 Bonds to the successful Applicants
DP / Depository Participant A depository participant as defined under the Depositories Act
Draft Shelf Prospectus The Draft Shelf Prospectus dated December 19, 2011 filed by our
Company with the Designated Stock Exchange for receiving public
comments, in accordance with provision of Debt Regulations.
Escrow Accounts Accounts opened with the Escrow Collection Bank(s) and in whose
favour the Applicants can issue cheques or bank drafts in respect of the
Application Amount while submitting the Application
Escrow Agreement Agreement dated December 26, 2011 entered into amongst our
Company, the Registrar, the Escrow Collection Bank(s), the Lead
Managers and the Co Lead Managers for collection of the Application
Amounts towards Allotment of Tranche 1 Bonds and for remitting
refunds for non-Allottees, if any, of the amounts collected, to the
Applicants on the terms and conditions thereof
Escrow Collection Bank(s) The banks which are clearing members and registered with SEBI under
the SEBI (Bankers to an Issue) Regulations, 1994 with whom the
Escrow Accounts will be opened, comprising Axis Bank Limited, DBS
Bank Ltd., Dhanlaxmi Bank Limited, HDFC Bank Ltd., ICICI Bank
Limited, Punjab National Bank, Yes Bank Ltd.
ICICI Securities / I-Sec ICICI Securities Limited

3
Term Description
Issue Public issue of Tranche 1 Bonds of face value of ` 1,000 each, in the
nature of secured, redeemable, non-convertible debentures, having
benefit under section 80CCF of the Income Tax Act, 1961, not
exceeding the Shelf Limit
Tranche 1 Issue Public issue of Tranche 1 Bonds of face value of ` 1,000 each,
aggregating to ` 3,000 million in the nature of secured, redeemable,
non-convertible debentures, having benefit under section 80CCF of the
Income Tax Act, 1961
Tranche 1 Issue Closing Date January 31, 2012
Tranche 1 Issue Opening Date December 31, 2011
Tranche 1 Issue Period The period between the Tranche 1 Issue Opening Date and the Tranche
1 Issue Closing Date, both dates inclusive, during which Applicants can
submit their Application Forms
Karvy Karvy Investor Services Limited
KYC Documents Documents required for fulfilling the know your customer requirements
prescribed by RBI as prescribed in "KYC Documents" on page 55 of this
Prospectus – Tranche 1
Lead Brokers Almondz Global Securities Limited, AUM Capital Market Private
Limited, Bajaj Capital Investor Services Ltd, Eastern Financiers
Limited, Enam Securities Private Limited, HDFC Securities Limited,
ICICI Securities Limited, IDBI Capital Market Services Limited,
Integrated Enterprises (India) Ltd., Karvy Stock Broking Limited, Kotak
Securities Limited, RR Equity Brokers (P) Ltd., SHCIL Services
Limited, SMC Global Securities Ltd, SPA Securities Limited, JM
Financial Services Private Limited and Edelweiss Broking Limited
Lead Managers ICICI Securities Limited, Karvy Investor Services Limited, RR
Investors Capital Services Private Limited and Srei Capital Markets
Limited
Lock-in Period 5 years from the Deemed Date of Allotment
Market/ Trading Lot One Tranche 1 Bond
Maturity Amount The principal amount and the accrued interest (if any) or the cumulative
interest payments which are due, till the Maturity Date, more
particularly specified in the section titled “The Issue” at page 16 of this
Prospectus – Tranche 1.
Maturity Date 120 months for Series 1 & 2 Tranche 1 Bonds from the Deemed Date of
Allotment; or
180 months for Series 3 & 4 Tranche 1 Bonds from the Deemed Date of
Allotment.
Notification Notification No. 50 / 2011 . F . No . 178 / 43 / 2011 - SO (ITA.1) dated
September 9, 2011 issued by the Central Board of Direct Taxes
NSE National Stock Exchange of India Limited
Prospectus – Tranche 1 This Tranche Prospectus dated December 28, 2011 filed by the
Company with the ROC pursuant to provisions of the Debt Regulations
for issue of the first tranche of the Bonds for an amount not exceeding
the Shelf Limit.
Public Issue Account An account opened with the Banker(s) to the Issue to receive monies
from the Escrow Accounts on the Designated Date

4
Term Description
Public Issue Account Bank The banks which are clearing members and registered with SEBI under
the SEBI (Bankers to an Issue) Regulations, 1994 with whom the Public
Issue Accounts will be opened, comprising Axis Bank Limited, DBS
Bank Ltd., Dhanlaxmi Bank Limited, HDFC Bank Ltd., ICICI Bank
Limited, Punjab National Bank, Yes Bank Ltd.
Registrar / Registrar to the Issue Link Intime India Private Limited, being the Registrar to the Issue and
the transfer agent to our Company
Refund Account The account opened with the Refund Bank, from which refunds, if any,
of the whole or part of the Application Amount shall be made
Refund Bank The bank which is a clearing member and registered with SEBI under
the SEBI (Bankers to an Issue) Regulations, 1994 with whom the
Refund Account will be opened, comprising Axis Bank Limited .
Resident Individual An individual who is a “person resident in India” as defined in the
Income Tax Act
RR Capital / RR RR Investors Capital Services Private Limited
Simple Mortgage Deed / Debenture The simple mortgage deed / debenture trust-cum-hypothecation deed, as
Trust-cum–Hypothecation Deed the case may be, to be executed between our Company and the
Debenture Trustee in relation to this Tranche 1 Issue
Shelf Limit The limit up to which the Bonds can be issued for the FY 2012 being `
5,000 million.
Shelf Prospectus The shelf prospectus dated December 28, 2011 filed by the Company
with the ROC in accordance with the provisions of the Debt
Regulations.
SMC Capitals / SMC Cap SMC Capitals Limited
Srei Capital / Srei Cap Srei Capital Markets Limited
Srei Group Srei Infrastructure Finance Limited and its subsidiaries, step down
subsidiaries, its joint ventures and associate companies and subsidiaries
and step down subsidiaries of such subsidiaries, joint ventures and
associate companies
Stock Exchange BSE Limited
Tranche Prospectus Every prospectus that will be filed with the ROC in connection with the
issue of any tranche of Bonds within the Shelf Limit, and each such
prospectus will be called a Tranche Prospectus
Tranche 1 Bonds The Bonds that will be issued and allotted pursuant to the Prospectus –
Tranche 1
Tripartite Agreements Agreements entered into between the Issuer, Registrar and each of the
Depositories under the terms of which the Depositories have agreed to
act as depositories for the bonds issued by the Issuer.
WDM Wholesale Debt Market
YTM Yield to Maturity
Working Days All days excluding Saturdays, Sundays and public holidays in Kolkata
or at any other payment centre notified in terms of the Negotiable
Instruments Act, 1881

COMPANY / INDUSTRY RELATED TERMS

Term Description

5
Term Description
“Srei Infra”, “Issuer”, “the Srei Infrastructure Finance Limited, a public limited company
Company”, “we”, “us”, and “our incorporated under the Act having its registered office at
Company” “Vishwakarma” , 86C Topsia Road (South), Kolkata - 700 046
ALCO Asset Liability Management Committee
ALM Asset Liability Management
Articles / Articles of Association / Articles of Association of the Issuer, as amended
AOA
Auditors / Statutory Auditors M/s. Haribhakti & Co., Chartered Accountants, the statutory auditors
of our Company
Board / Board of Directors The Board of Directors of the Issuer
CC&IC Central Credit and Investment Committee
Committee of Directors The Committee of Directors of the Issuer
CAR Capital Adequacy Ratio
CP Commercial Paper
CRAR Capital-to-Risk-Weighted Assets Ratio
Exposure Exposure includes credit exposure (funded and non-funded credit limits)
and investment exposure. The sanctioned limit or outstanding,
whichever is higher, is our exposure as at that date. In the case of fully
drawn term loans, where there is no scope for further drawal of any
portion of the sanctioned amount, the committed/outstanding amount, as
may be applicable, is equivalent to our exposure.
FIMMDA Fixed Income, Money Markets and Derivatives Association
IFC ‘Infrastructure Finance Company’, as defined under applicable RBI
guidelines
Memorandum / MOA Memorandum of Association of the Issuer, as amended
Mezzanine Debt Subordinated debt instruments secured by a charge other than an
exclusive charge or a first charge
NBFC Non-Banking Financial Company as defined under Section 45-I(f) of
the RBI Act
NBFC-ND-SI Systemically Important Non-Deposit Taking NBFC
NPA Non Performing Asset
Portfolio Aggregate outstanding loans and advances including Senior Debt,
Mezzanine Debt, debentures, unsecured loans, and investments by way
of equity and preference shares
PFI Public financial institution as defined under Section 4A of the
Companies Act
Promoter / our Promoter The promoter of our Company, being Mr. Hemant Kanoria
Registered Office Registered office of our Company situated at “Vishwakarma”, 86C
Topsia Road (South), Kolkata - 700 046
Senior Debt/ Senior Loans Debt secured by exclusive charge or first charge
USD United States Dollar, the official currency of the United States of
America

6
 FORWARD-LOOKING STATEMENTS

This Prospectus - Tranche 1 contains certain forward-looking statements such as “aim”, “anticipate”, “shall”,
“will”, “will continue”, “would pursue”, “will likely result”, “expected to”, “contemplate”, “seek to”, “target”,
“propose to”, “future”, “goal”, “project”, “could”, “may”, “in management’s judgment”, “objective”, “plan”, “is
likely”, “intends”, “believes”, “expects” and other similar expressions or variations of such expressions. These
statements are primarily meant to give the investor an overview of our Company’s future plans, as they
currently stand. Our Company operates in a highly competitive, dynamic and regulated business environment,
and a change in any of these variables may necessitate an alteration of our Company’s plans. Further, these
plans are not static, but are subject to continuous internal review and policies, and may be altered, if the altered
plans suit our Company’s needs better.

Further, many of the plans may be based on one or more underlying assumptions (all of which may not be
contained in this Prospectus - Tranche 1) which may not come to fruition. Thus, actual results may differ
materially from those suggested by the forward-looking statements. Our Company and all intermediaries
associated with this Prospectus - Tranche 1 do not undertake to inform the investor of any change in any matter
in respect of which any forward-looking statements are made.

All statements contained in this Prospectus - Tranche 1 that are not statements of historical fact constitute
“forward-looking statements” and are not forecasts or projections relating to our Company’s financial
performance. All forward-looking statements are subject to risks, uncertainties and assumptions that may cause
actual results to differ materially from those contemplated by the relevant forward-looking statement. Important
factors that may cause actual results to differ materially from our Company’s expectations include, amongst
others:

 General economic and business environment in India;

 Our Company’s ability to successfully implement its strategy and growth plans;
 Our Company’s ability to compete effectively and access funds at competitive cost;
 Effectiveness and accuracy of internal controls and procedures;
 Changes in domestic or international interest rates and liquidity conditions;
 Defaults by end customers resulting in an increase in the level of non-performing assets in its portfolio;
 Rate of growth of its loan assets and ability to maintain concomitant level of capital;
 Downward revision in credit rating(s);
 Performance of the Indian debt and equity markets;
 Potential mergers, acquisitions or restructurings and increased competition;
 Changes in tax benefits and incentives and other applicable regulations, including various tax laws;
 Our Company’s ability to retain its management team and skilled personnel;
 Changes in laws and regulations that apply to NBFCs and PFIs in India, including laws that impact its
lending rates and its ability to enforce the assets financed/secured to it; and
 Changes in political conditions in India.
By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially differ from those that
have been estimated. Neither our Company nor any of its Directors have any obligation, or intent to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition. For further discussion of the
factors that could affect our Company’s future financial performance, see the section titled “Risk Factors”
beginning on page 9 of the Shelf Prospectus.

7
 PRESENTATION OF FINANCIALS & USE OF MARKET DATA

Unless stated otherwise, the financial information used in this Prospectus - Tranche 1 is derived from our
Company’s audited financial statements as at March 31, 2007, March 31, 2008, March 31, 2009, March 31,
2010 and March 31, 2011 and the 6 month period ending September 30, 2011 prepared in accordance with
Indian GAAP and the Act and are in accordance with Paragraph B, Part – II of Schedule II to the Act, the Debt
Regulations, as stated in the report of our Company’s Statutory Auditors, M/s. Haribhakti & Co., Chartered
Accountants, included in the Shelf Prospectus and this Prospectus - Tranche 1.

In this Prospectus - Tranche 1, any discrepancies in any table between the total and the sum of the amounts
listed are due to rounding-off.

Except as specifically disclosed, all financial / capital ratios and disclosures regarding NPAs in this Prospectus -
Tranche 1 are in accordance with the applicable RBI norms.

While we have compiled, extracted and reproduced data from external sources, including third parties, trade,
industry or general publications, we accept responsibility for accurately reproducing such data. However,
neither we nor the Lead Managers have independently verified this data and neither we nor the Lead Managers
make any representation regarding the accuracy of such data. Similarly, while we believe our internal estimates
to be reasonable, such estimates have not been verified by any independent sources and neither we nor the Lead
Managers can assure potential investors as to their accuracy.

Currency and units of Presentation

In this Prospectus - Tranche 1, all references to ‘Rupees’/ ‘`’ / ‘INR’ are to Indian Rupees, the official currency
of the Republic of India and to ‘U.S. Dollar’/ ‘USD’ are to the United States dollar, the official currency of the
United States.

Except where stated otherwise in this Prospectus - Tranche 1, all figures have been expressed in ‘Millions’. All
references to ‘million/Million/Mn’ refer to one million, which is equivalent to ‘ten lakhs’ or ‘ten lacs’, the word
‘Lakhs/Lacs/Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and ‘billion/bn./Billions’
means ‘one hundred crores’.

8
 SECTION II: INTRODUCTION

GENERAL INFORMATION

Srei Infrastructure Finance Limited

Date of Incorporation: March 29, 1985

A public limited company incorporated under the Act.

Registered Office

‘Vishwakarma’, 86C, Topsia Road (South), Kolkata – 700046, West Bengal, India

Registration

Corporate Identification Number: L29219WB1985PLC055352 issued by the Registrar of Companies, West Bengal
Kolkata.

Certification of Incorporation dated March 29, 1985 issued by the Registrar of Companies, New Delhi and
Certificate for Commencement of Business dated April 9, 1985

Certificate of Registration no. 05.02773 dated August 1, 1998 issued by the RBI allowing the Company to
commence/ carry on the business as a deposit taking non-banking financial institution, under section 45-IA of the
RBI Act, 1934.

Certificate of Registration no. B- 05.02773 dated March 31, 2011 issued by the RBI reclassifying the Company as a
Infrastructure Finance Company – Non - Deposit Taking under section 45-IA of the RBI Act, 1934.

The Ministry of Corporate Affairs, through its notification dated G.S.R No. 2223 (E) dated September 26, 2011
published in the Official Gazette of India, notified our Company, as a ‘Public Financial Institution’ under Section 4A
of the Act.

Income-Tax Registration

PAN: AAACS1425L

Compliance Officer

Name : Mr. Sandeep Lakhotia

Address : “Vishwakarma” , 86C Topsia Road (South), Kolkata - 700 046
Telephone : +91 33 6160 7734
Fax : +91 33 2285 8501
E-Mail : [email protected]
Investors can contact the Registrar or the Compliance Officer in case of any pre-issue or post-issue related problems
such as non-receipt of letters of allotment, demat credit, refund orders or interest on application money.
Lead Managers
ICICI Securities Limited Karvy Investor Services Limited
ICICI Centre, H.T. Parekh Marg Hallmark Business Plaza, 7th Floor, Sant Dynaneshwar
Churchgate, Mumbai 400 020 Marg, Opp: Gurunank Hospital, Bandra - East
Maharashtra, India Mumbai – 400 051
Tel : +91 22 2288 2460 Maharashtra, India
Fax : +91 22 2282 6580 Tel: +91 22 6149 1500
E-mail : [email protected] Fax: +91 22 6149 1515
Investor Grievance Email.: Email: [email protected]
[email protected] Investor Grievance E mail: [email protected]
Website : www.icicisecurities.com Website: www.karvy.com
Contact Person: Mr. Sumit Agarwal Contact Person: Mr. Lokesh Singhi / Mr. Omkar Barve
Compliance Officer : Mr. Subir Saha Compliance Officer : Mr. V. Madhusudhan Rao
SEBI Registration No: INM000011179 SEBI Registration No.: INM000008365
RR Investors Capital Services Private Limited Srei Capital Markets Limited*
9
133A, Mittal Tower, Nariman Point, ‘Vishwakarma’,
Mumbai 400 021 86C, Topsia Road (South)
Maharashtra, India Kolkata – 700 046
Tel :+91 22 2288 6627/28 West Bengal, India
Fax :+91 22 2285 1925 Tel: +91 33 6602 3845
E-mail : [email protected] Fax: +91 33 6602 3861
Investor Grievance E-mail ID: [email protected] Email: [email protected]
Website: www.rrfcl.com Investor Grievance E mail: [email protected]
Contact person: Mr. Brahmdutt Singh Website: www.srei.com
Compliance Officer: Mr. Sandeep Mahajan Contact Person: Mr. Manoj Agarwal
SEBI Registration No: INM000007508 Compliance Officer: Manoj Agarwal
SEBI Registration No.: INM 000003762
*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

Bajaj Capital Limited SMC Capitals Limited

672, 7th Floor, Building No. 6, Solitaire Corporate Park, 3rd Floor, ‘A’ Wing, Laxmi Tower, Bandra Kurla
Andheri (East), Mumbai – 400 093 Complex, Bandra (E), Mumbai - 400051
Telephone No.: +91 22 4009 9999 Telephone number: +91 22 61383838
Fax: +91 22 4009 9911 Fax number: +91 22 61383899
Email: [email protected] E-mail ID: [email protected]
Investor Grievance E-mail ID: [email protected] Investor Grievance E-mail ID:
Website: www.bajajcapital.com [email protected]
Contact person: Mr. Sumit Dudani Website: www.smccapitals.com
Compliance officer: Mr. Janardhan P Contact person: Mr. Abhishek Gaur
SEBI Reg. No. INM000010544 Compliance Officer: Mr. Sanjeev Barnwal
SEBI Registration No.: MB/INM000011427

Debenture Trustee

Axis Trustee Services Limited

Axis House, 2nd Floor
Bombay Dyeing Mills Compound
Pandurang Budhkar Marg, Worli
Mumbai: 400 025
Tel: +91 22 2425 2525 / 4325 2525
Email: [email protected]
Contact Person: Mr. Indraprakash Rai

Axis Trustee Services Limited by its letter dated December 13, 2011, has given its consent to act as Debenture
Trustee to the proposed Tranche 1 Issue and for its name to be included in this Prospectus - Tranche 1 and in all
subsequent periodical communications sent to the holders of the Tranche 1 Bonds issued pursuant to this Tranche 1
Issue.

All the rights and remedies of the Debenture Holders under this Tranche 1 Issue shall vest in and shall be exercised
by the appointed Debenture Trustee for this Tranche 1 Issue without having it referred to the Debenture Holders. All
investors under this Tranche 1 Issue are deemed to have irrevocably given their authority and consent to the
Debenture Trustee so appointed by our Company for this Tranche 1 Issue to act as their trustee and for doing such
acts and signing such documents to carry out their duty in such capacity. Any payment by our Company to the
Debenture Holders/Debenture Trustee, as the case may be, shall, from the time of making such payment, completely
and irrevocably discharge our Company pro tanto from any liability to the Debenture Holders. For details on the
terms of the Debenture Trust Deed, please refer to the section titled “Issue Related Information” on page 35 of this
Prospectus - Tranche 1.

Registrar

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (West)
Mumbai 400 078
10
Tel.: +91 22 25960320
Fax :+91 22 25960329
Toll Free : 1-800-22-0320
Email : [email protected]
Investor Grievance Email : [email protected]
Website: www.linkintime.co.in
Contact Person: Mr. Sanjog Sud
Compliance Officer: Mr. Sanjeev Nandu
SEBI Registration No.: INR000004058

The investors can contact the Registrar in case of any pre-issue / post-issue related problems such as non-receipt of
letters of allotment, demat credit, refund orders or interest on application money.

Statutory Auditors

M/s. Haribhakti & Co., Chartered Accountants

Geetanjali Apartments, Suite 7G, 7th Floor
8B, Middleton Street, Kolkata 700 001
Tel: +91 33 3201 6298
Fax: +91 33 2229 8936
Website: www.bdoindia.co.in
Firm registration no: 103523 W

Credit Rating Agency

Credit Analysis and Research Limited

3rd Floor, Prasad Chambers (Shagun Mall Building)
10A, Shakespeare Sarani, Kolkata 700 071
Tel: +91 334018 1600 / 1601 / 1602
Fax: +91 33 4018 1603
E-mail: [email protected]

Legal Advisor to the Issue

Khaitan & Co LLP

Emerald House, 1B Old Post Office Street
Kolkata - 700 001
Tel: +91 33 2248 7000
Fax: +91 33 2248 7656

Escrow Collection Banks / Bankers to the Issue

Axis Bank Limited DBS Bank Ltd. Dhanlaxmi Bank Limited

Kolkata Main Branch 4A Little Russel Street Ground Floor, Janmabhoomi
7, Shakespeare Sarani Kolkata - 700071, India Bhavan, Janmabhoomi Marg, Fort,
Kolkata - 700071, India Tel: +91 33 6621 8888 Mumbai – 400001, India
Tel: +91 33 2282 2685 Fax: +91 33 6621 8899 Tel: +91 22 6154 1700
Fax: +91 33 2282 7611 Contact Person: Mr. Subhasish Fax: +91 22 2202 8208/2287 1637
Contact Person: Ms. Smita Nandi Dutta Contact Person: Mr.
Venkataraghavan T A
HDFC Bank Ltd. ICICI Bank Limited Punjab National Bank
Lodha, I- Think Techno Campus, 3rd Capital Market Division Large Corporate Branch
Floor, Opp. : Crompton Greaves Ltd. 30, Rajabahadur Mansion 44, Park Street
Next to Kanjurmarg Railways Station, Mumbai Samachar Marg, Fort Kolkata - 700 016, India
Kanjurmarg East Mumbai - 400 001, India Tel: +91 33 4403 3232
Mumbai - 400 042, India Tel: +91 22 6631 0322 Fax: +91 33 4403 3280
Tel: +91 22 3075 2901 Fax: +91 22 6631 0350 Contact Person: Mr. R.K. Acharya
Fax: +91 22 2579 9801 Contact Person: Mr. Anil Gadoo
Contact Person: Mr. Deepak Rane
Yes Bank Ltd.
3rd Floor, Ion House
Dr. E. Moses Road, Mahalaxmi
Mumbai - 400 011, India
11
Tel: +91 22 6622 9031
Fax: +91 22 2497 4875
Contact Person: Mr. Mahesh Shirali

Bankers to our Company

Allahabad Bank Andhra Bank Axis Bank Limited

4, B.B.D. Bagh (East) 58, Chowringhee Road Kolkata Main Branch
Kolkata – 700 001 Kolkata – 700 071 1, Shakespeare Sarani
Tel: +91 33 22301918/22305857 Tel: +91 33 2282 5660/8435 Kolkata – 700 071
Fax: +91 33 22301326 Fax: +91 33 2282 3549 Tel: +91 33 2288 3891
Fax: +91 33 2282 2149
Bank of India Central Bank of India Corporation Bank
Kolkata Large Corporate Branch Corporate Finance Branch Corporation Banking Branch
5 BTM Sarani 33, N.S Road Mookherjee House, 1st Floor
Kolkata – 700 001 Kolkata – 700 001 17 Brabourne Road
Tel: +91 33 2231 3259/ 4406 7885 Tel : +91 33 2230 3606 Kolkata – 700 001
Fax: +91 33 2242 7562 Fax : +91 33 2230 2818 Tel: +91 33 2262 4063
Fax: +91 33 2231 3070
DBS Bank Limited Indian Bank Indian Overseas Bank
4A, Little Russell Street, Strand Road Branch International Business Branch
Kolkata – 700 071 3, Hare Street 2 Wood Street
Tel: +91 33 6621 8888 Kolkata – 700 001 Kolkata – 700 016
Fax: +91 33 6621 8899 Tel: +91 33 2210 6193 Tel: +91 33 2283 4231
Fax: +91 33 2262 1494 Fax: +91 33 2287 2772
Indusind Bank ICICI Bank Limited Punjab National Bank
3A, Upper Wood Street 2B, Gorky Terrace Large Corporate Branch,
Kolkata – 700 017 Kolkata – 700 017 44, Park Street
Tel: +91 33 3021 2469 Tel: +91 33 2283 2209 Kolkata – 700 016
Fax: +91 33 2289 6202 / 3021 2464 Fax: +91 33 2274 5209 Tel: +91 33 4403 3230 / 3232
Fax: +91 33 2281 5409 / 4403 3280
State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of India
20-B, Park Street 83, Topsia Road (South) Industrial Finance Branch
Kolkata – 700 016 Kolkata – 700046 11 Dr. U.N. Brahmachari Street
Tel: +91 33 2249 3310 Tel: +91 33 22852060/61/62 Constantia Building, 1st Floor
Fax: +91 33 2227 0632 Fax: +91 33 22852059 Kolkata – 700 017
Tel: +91 33 2287 7607
Fax: +91 33 2287 3260
State Bank of Mysore UCO Bank Union Bank of India
Bentick Street Branch No. 3, N.S. Road, McLeod House Industrial Finance Branch
1&2 Old Court House Corner Kolkata – 700 001 1/1, Camac Street (1st Floor)
Tobacco House Tel: +91 33 6450 4480 Kolkata – 700 016
Kolkata – 700 001 Fax: +91 33 2248 0770 Tel : +91 33 2229 6322/7908
Tel: +91 33 2230 0991 Fax : +91 33 2226 5388
Fax: +91 33 2231 1337
United Bank of India Yes Bank
Corporate Finance Branch Kolkata 11th Floor, Nehru Centre, Discovery
11, Hemanta Basu Sarani, of India
Kolkata – 700001 Dr A.B Road, Worli
Tel: +91 33 22624016 -17 -18 Mumbai – 400 018
Fax: +91 33 22624017 Tel: +91 22 6669 9034
Fax: +91 22 2490 1128
Lead Brokers to the Issue
Almondz Global Securities AUM Capital Market Private Bajaj Capital Investor Services
Limited Limited Limited
2nd Floor, 3 Scindia House, Janpath, 5, Lower Rawdon Street 5th Floor, 97 Bajaj House, Nehru
New Delhi – 110 001 Kolkata – 700 020 Place, New Delhi – 110019
Tel : +91 11 4151 4666 Tel : +91 33 3058 0116 Tel : +91 11 6616 1111
Fax : +91 11 4151 4665 Fax: +91 33 2476 0191 Fax : +91 11 6660 8888
E-mail :[email protected] E-mail: [email protected] E-mail : [email protected]
Contact Person: Mr. Surendra N. Contact Person: Mr. Rajesh Kumar [email protected]

12
Tare Paharia Contact Person: Mr. Surajit Misra

Eastern Financiers Limited Edelweiss Broking Limited Enam Securities Private Limited
14, India Exchange Place, 2nd Floor Edelweiss House, Off C.S.T. Road Khatau Building, 2nd Floor,
Kolkata – 700 001. Kalina, Mumbai 400 098 44 Bank Street, Fort,
Tel: +91 33 4010 4213 Tel: (91 22) 6747 1341 Mumbai 400001
Fax: +91 33 2230 6993 Fax: (91 22) 6747 1347 Tel: +91 22 2267 7901
E-mail: [email protected] Email: [email protected] Fax: + 91 22 2266 5613
Contact Person: Mr. Dharmesh Contact Person: Mr. Amit Dalvi E-mail: [email protected] /
Yagnik [email protected]
Contact Person: Mr. Ajay Sheth /
Mr. Vinay Ketkar
HDFC Securities Ltd ICICI Securities Limited IDBI Capital Market Services
Office Floor 8, “I Think” Bldg, ICICI Centre, H.T. Parekh Marg, Limited
Jolly Board Campus, Opp. Churchgate, Mumbai – 400 020 3rd Floor, Mafatlal Centre,
Crompton Greaves Factory, Tel: +91 22 2288 2460 Nariman Point, Mumbai – 400 021
Kanjurmarg (East) Fax: +91 22 2282 6580 Tel: + 91 22 4322 1212/13
Mumbai – 400042 E-mail: Fax: + 91 22 2288 5860
Tel: +91 22 3075 3442 [email protected] E-mail: [email protected]/
Fax: + 91 22 3075 3435 Contact Person: Mr. Mitesh Shah [email protected]
E-mail: [email protected]/ Contact Person: Mr. Prasad Chitnis
[email protected]
Contact Person: Mr. Sunil Raula
Integrated Enterprises (India) JM Financial Services Private Karvy Stock Broking Limited
Ltd. Limited "Karvy House", 46, Avenue 4,
15, 1st Floor, Modern House, Apeejay House, 3rd Floor, Street No.1, Banjara Hills,
Dr. V. B. Gandhi Marg, Fort, Dinshaw Vachha Road, Near K C Hyderabad - 500 034
Mumbai – 400 023 College, Churchgate Tel : +91 40 2331 2454
Tel: +91 22 4066 1800 Mumbai - 400020 Fax : +91 40 6662 1474
Fax: +91 22 2287 4676 Tel: +91 22 3021 3500/22665577-80 E-mail : [email protected]
Email: [email protected] Fax: +91 22 2266 5902 Contact Person: Mr.Ramapriyan PB
Contact Person: Mr. V. Krishnan. V. E-mail: [email protected]
Contact Person: Mr. Rohit Singh

Kotak Securities Limited RR Equity Brokers Private SHCIL Services Limited

3rd Floor, Nirlon House Limited SHCIL House, Plot No. P-51,
Dr. Annie Beasant Road, Worli, 47,MM Road, Rani Jhasi Marg, T.T.C. Industrial Area, MIDC,
Mumbai – 400 025 Jhandewalan, New Delhi - 110 055 MHAPE, Navi Mumbai – 400 710
Tel No. + 91 22 6652 9191 Tel : +91 11 2363 6363 Tel No. + 91 22 6177 8600
Fax No. + 91 22 6661 7041 Fax : +91 11 2363 6666 Fax No. + 91 22 6177 8648
E-mail: [email protected] E-mail : [email protected] E-mail:
Contact Person: Mr. Sanjeeb Kumar Contact Person: Mr. Manish [email protected]
Das Agrawal Contact Person: Mr. Ravi Ranjan
SMC Global Securities Ltd SPA Securities Limited
11/6B, Shanti Chamber, Pusa Road, 25, C- Block Community Centre
New Delhi - 110 005 Janak Puri, New Delhi - 110058
Tel : +91 11 66070400 Tel : +91 11 4567 5500
Fax : +91 11 2326 3297 Fax : +91 11 2553 2644
E-mail : [email protected] E-mail : [email protected],
Contact Person: Mr. Mahesh Gupta [email protected]
Contact Person: Mr. Raajat
Chaturvedi
Minimum Subscription

In terms of the Debt Regulations, an issuer undertaking a public issue of debt securities may decide the minimum
amount of subscription that it proposes to raise through the issue in the offer document. In the event that an issuer
does not receive the minimum subscription disclosed in the offer, any application monies received in the public issue
are to be refunded. Our Company has decided to set no minimum subscription for the Tranche 1 Issue.

Impersonation

Attention of the investors is specifically drawn to the provisions of sub-section (1) of Section 68A of the Act,
13
relating to punishment for fictitious applications.

Credit Ratings and Rationale

CARE

By its letter dated December 15, 2011, CARE has assigned a rating of “CARE AA” (Double A) to the issue of
Bonds by the Issuer to the extent of ` 5,000 million with a minimum tenor of 5 years and maximum tenor of 15
years. 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, established
experience of the promoter group with prominent position in infrastructure financing space, access to long term
foreign funds at competitive rates, comfortable asset quality, satisfactory financial position with low gearing &
adequate CAR (capital adequacy ratio) and comfortable asset-liability maturity profile. Receipt of ‘Infrastructure
Finance Company’ status from RBI also supports the ratings. The long-term rating is however, constrained by the
risk associated with volatility in interest rates, portfolio concentration risk, exchange rate risks in respect of foreign
currency borrowings, relatively recent entry into new areas of financing, company’s significant exposure to group
companies and increasing competition in the infrastructure financing business. Ability to maintain regulatory CAR,
asset quality and improving level of profitability would remain the key rating sensitivities.”
Kindly note that the above ratings are not a recommendation to buy, sell or hold the Bonds and investors should take
their own independent decisions. The ratings may be subject to revision or withdrawal at any time by the rating
agencies and each rating should be evaluated independently of any other rating. CARE has a right to suspend or
withdraw the rating(s) at any time on the basis of new information, etc. For details in relation to the rationale for the
credit rating, please refer to the Annexure to the Shelf Prospectus.

Statement of Inter Se Allocation of Responsibilities for the Issue

The following table sets forth the distribution of responsibility and coordination for various activities amongst the
Lead Managers:

No Activities Responsibility Coordinator

1. Structuring of various issuance options with relative components I-Sec, Karvy, RR, I-Sec
and formalities etc. Srei Cap
2. Due diligence of Company’s operations/ management/ business I-Sec, Karvy, RR, I-Sec
plans/ legal etc. Srei Cap
Drafting and design of the Offering Document and of statutory
advertisement including memorandum containing salient features
of the Offering Document. (The Merchant Bankers shall ensure
compliance with stipulated requirements and completion of
prescribed formalities with the Stock Exchanges, and SEBI
including finalization of Offering Document and filing)
3. Drafting and approval of all publicity material other than statutory I-Sec, Karvy, RR, Karvy
advertisement as mentioned in (2) above including corporate Srei Cap
advertisement, brochure, etc.
4. Appointment of other intermediaries viz., Registrar(s), Printers, I-Sec, Karvy, RR, I-Sec
Advertising Agency and Bankers to the Issue Srei Cap
5. Publicity Strategy: I-Sec, Karvy, RR, Karvy
 Finalize media, marketing and public relation strategy and Srei Cap
publicity budget,
 Finalize centers for holding conferences for brokers, etc.
 Preparation of roadshow presentation, FAQs
6. Retail marketing strategy which will cover, inter alia: I-Sec, Karvy, RR, I-Sec
 Finalize collection centers, Srei Cap
 Follow-up on distribution of publicity and Issue material
including form, Prospectus and deciding on the quantum of
the Issue material

14
 No Activities Responsibility Coordinator
7. The Post Issue activities for the Issue will involve essential follow I-Sec, Karvy, RR, Karvy
up steps, which include the management of escrow accounts, Srei Cap
finalization of the basis of allotment, dispatch of refunds, demat
and delivery of securities, finalization of listing and trading of
instruments with the various agencies connected with the work
such as the Registrar(s) to the Issue and Bankers to the Issue and
the redressal of investor grievances in relation to post issue
activities.

Utilisation of Tranche 1 Issue proceeds

Our Board / Committee of Directors, as the case may be, certifies that:

 All monies received out of the Tranche 1 Issue shall be credited/transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 73 of the Act;
 The funds raised through this Tranche 1 Issue will be utilized towards “infrastructure lending” as defined
by the RBI in the regulations issued by it from time to time, after meeting the expenditures of, and related
to, the Issue;
 Details of all monies utilised out of the Tranche 1 Issue shall be disclosed under an appropriate separate
head in our balance sheet indicating the purpose for which such monies have been utilised; and
 Details of all unutilised monies out of the Tranche 1 Issue, if any, shall be disclosed under an appropriate
head in our Balance sheet indicating the form in which such unutilised monies have been invested.

Issue Programme

The Tranche 1 Issue shall remain open for subscription during banking hours for the period indicated below, except
that the Tranche 1 Issue may close on such earlier date or extended date as may be decided by the Board/ Committee
of Directors, as the case maybe, subject to necessary approvals. In the event of an early closure or extension of the
Issue, our Company shall ensure that notice of the same is provided to the prospective investors through newspaper
advertisements on or before such earlier or extended date of Tranche 1 Issue closure.

TRANCHE 1 ISSUE OPENS ON DECEMBER 31, 2011

TRANCHE 1 ISSUE CLOSES ON JANUARY 31, 2012

15
 THE ISSUE

The following is a summary of the terms of the Issue. This summary should be read in conjunction with, and is
qualified in its entirety by, more detailed information in the chapter titled “Terms of the Issue” beginning on page 38
of this Prospectus - Tranche 1.

Salient Terms of the Tranche 1 Bonds

Issuer Srei Infrastructure Finance Limited

Issue of Tranche 1 Bonds Public issue of first tranche 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 (the
“Tranche 1 Bonds”), not exceeding ` 3,000 million, to be issued at par on the
terms contained in the Shelf Prospectus and this Prospectus - Tranche 1.
Stock Exchanges proposed for BSE
listing of the Tranche 1 Bonds
Face Value per Tranche 1 Bond ` 1,000
Issue Price per Tranche 1 Bond ` 1,000
Issuance In dematerialised form*
Trading Dematerialized form or Physical form* as specified by an Applicant in the
Application Form.
Lock In period 5 years from the Deemed Date of Allotment
Redemption /Maturity Date 120 months / 180 months from the Deemed Date of Allotment
Security Exclusive charge on specific receivables of the Company with an asset cover
of 1.0 time of the total outstanding amount of Tranche 1 Bonds, as may be
agreed between the Company and the Trustees for the Debentures Holders
and pari-passu mortgage/charge on its ownership Flat situated at Salimpore
Road, Kolkata – 700 031, Police Station - Jadavpur, in the State of West
Bengal having a super built up area of 1155 square feet together with
undivided share in the land and the common areas.
Security Cover 1.0 time of the total outstanding amount of Tranche 1 Bonds
Debenture Trustee Axis Trustee Services Limited
Depositories NSDL and CDSL
Registrar Link Intime India Private Limited
Lead Managers ICICI Securities Limited, Karvy Investor Services Limited, RR Investors
Capital Services Private Limited and Srei Capital Markets Limited
Co-Lead Managers SMC Capitals Limited and Bajaj Capital Limited
Rating(s) The Bonds have been rated CARE AA (Double A) by CARE.
Tranche 1 Issue Schedule** Tranche 1 Issue Opening Date: December 31, 2011 and Tranche 1 Issue
Closing Date: January 31, 2012
Deemed Date of Allotment Deemed Date of Allotment shall be the date as may be determined by the
Board/Committee of Directors of our Company and notified to the Stock
Exchange. The actual allotment may occur on the date other than the Deemed
Date of Allotment.
Modes of Payment  National Electronic Clearing System
 Cheques / Demand Drafts / Warrants
 Direct Credit
 NEFT
 RTGS
For further details please refer to the section titled “Terms of the Issue –
Modes of Payment” on page 45 of this Prospectus - Tranche 1
Minimum Application 1 Tranche 1 Bond and in multiples of 1 Tranche 1 Bond thereafter. An
Applicant may choose to apply for the Tranche 1 Bonds across the same
series or different series.
16
Buyback Options Buyback options are available to the Investors on the first Working Day after
the expiry of 5 years from the Deemed Date of Allotment.
Day Count Conversion Interest shall be computed on a 365 days-a-year basis on the principal
outstanding on the Tranche 1 Bonds. However, where the interest period (start
date to end date) includes February 29, interest shall be computed on 366
days-a-year basis, on the principal outstanding on the Tranche 1 Bonds

* In terms of Regulation 4(2)(d) of the Debt Regulations, our Company will make public issue of the Tranche 1 Bonds
in the dematerialised form. However, in terms of Section 8 (1) of the Depositories Act, our Company, at the request of
the Investors who wish to hold the Tranche 1 Bonds in physical form, will fulfil such request.

** The Tranche 1 Issue shall remain open for subscription during banking hours for the period indicated above,
except that the Tranche 1 Issue may close on such earlier date or extended date as may be decided by the Board/
Committee of Directors, as the case maybe, subject to necessary approvals. In the event of an early closure or
extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors
through newspaper advertisements on or before such earlier or extended date of Tranche 1Issue closure.

The specific terms of the instrument are set out below:

Series 1 2 3 4
Face Value per Tranche
` 1,000 ` 1,000 ` 1,000 ` 1,000
1 Bond
Frequency of Interest
Annual Cumulative Annual Cumulative
payment
Buyback Facility Yes Yes Yes Yes
One date, being the One date, being the One date, being the One date, being the
date falling five years date falling five years date falling five years date falling five
Buyback Date and one day from the and one day from the and one day from the years and one day
Deemed Date of Deemed Date of Deemed Date of from the Deemed
Allotment Allotment Allotment Date of Allotment
` 1531.58 per `1549.24 per
` 1,000 per Tranche ` 1,000 per Tranche
Tranche 1 Bond and Tranche 1 Bond and
1 Bond and accrued 1 Bond and accrued
interest on interest on
interest calculated interest calculated
Buyback Amount* Application Interest Application Interest
from the last interest from the last interest
compounded compounded
payment date to the payment date to the
annually at the end of annually at the end of
Buyback Date Buyback Date
five years five years
The period beginning The period beginning The period beginning The period beginning
not more than nine not more than nine not more than nine not more than nine
months prior to the months prior to the months prior to the months prior to the
Buyback Intimation
Buyback Date and Buyback Date and Buyback Date and Buyback Date and
Period
ending not later than ending not later than ending not later than ending not later than
six months prior to six months prior to six months prior to six months prior to
the Buyback Date the Buyback Date the Buyback Date the Buyback Date
8.90% p.a., 9.15% p.a.,
Interest Rate p.a. (%) 8.90% p.a. compounded 9.15% p.a. compounded
annually annually
One date, being the One date, being the One date, being the One date, being the
date falling 120 date falling 120 date falling 180 date falling 180
Redemption/Maturity
months from the months from the months from the months from the
Date
Deemed Date of Deemed Date of Deemed Date of Deemed Date of
Allotment Allotment Allotment Allotment
` 2346.73 per ` 3718.40 per
` 1,000 per Tranche ` 1,000 per Tranche
Tranche 1 Bond and Tranche 1 Bond and
1 Bond and accrued 1 Bond and accrued
interest on interest on
interest calculated interest calculated
Maturity Amount Application Interest Application Interest
from the last interest from the last interest
compounded compounded
payment date to the payment date to the
annually at the end of annually at the end of
Maturity Date Maturity Date
ten years fifteen years
17
 8.90% p.a., 9.15% p.a.,
Yield on Maturity* 8.90% p.a. compounded 9.15% p.a. compounded
annually annually
8.90% p.a., 9.15% p.a.,
Yield on Buyback* 8.90% p.a. compounded 9.15% p.a. compounded
annually annually
* The yield on the Tranche 1 Bonds(to be paid by the Issuer shall not exceed the yield on government securities of
corresponding residual maturity, as reported by FIMMDA, as on the last working day of the month immediately
preceding the month of the issue of the Tranche 1 Bonds.
For various modes of interest payment, please refer to the section entitled “Terms of the Issue – Manner and Mode of
Payment” on page 45.
TAX ADJUSTED RATE OF RETURN FOR TRANCHE 1 BONDS

The investment up to ` 20,000 made will be eligible for tax benefits in the year of investment under Section 80 CCF
of the Income Tax Act, 1961 (“Tax Benefits”). The table below provides Tax Benefit adjusted internal rate of returns
(pre-tax) (“TARR”) and the TARR on maturity and the TARR on buy back for the applicable tax rates. The TARR
indicates the pre tax rate of return to the investor on the initial investment, after considering the tax benefit on the
initial investment.
The purpose of TARR is to provide investors with a calculation of the rate of return on their investment in Tranche 1
Bonds up to ` 20,000 taking into account the benefits of such investment as a deduction to taxable income at the
relevant tax rate applicable to such investor.

Series 1 2 3 4
Face Value per Tranche
` 1,000 ` 1,000 ` 1,000 ` 1,000
1 Bond
8.90% p.a., 9.15% p.a.,
Interest Rate 8.90% p.a. compounded 9.15% p.a. compounded
annually annually
Frequency of Interest
Annual Cumulative Annual Cumulative
payment
One date, being the One date, being the
One date, being the One date, being the
date falling fifteen date falling fifteen
Redemption/Maturity date falling ten years date falling ten years
years from the years from the
Date from the Deemed from the Deemed
Deemed Date of Deemed Date of
Date of Allotment Date of Allotment
Allotment Allotment
One date, being the One date, being the One date, being the One date, being the
date falling five years date falling five years date falling five years date falling five
Buyback Date and one day from the and one day from the and one day from the years and one day
Deemed Date of Deemed Date of Deemed Date of from the Deemed
Allotment Allotment Allotment Date of Allotment
Tax Benefit adjusted rate of return on Maturity (with Tax Benefits up to ` 20,000 per
Tax Rate
annum) u/s 80CCF of the Income Tax Act, 1961)
10.30% 10.62% 10.09% 10.55% 9.94%
20.60% 12.64% 11.44% 12.21% 10.84%
30.90% 15.07% 13.00% 14.24% 11.87%
Tax Benefit adjusted rate of return on Buyback (with Tax Benefits up to ` 20,000 per
Tax Rate
annum) u/s 80CCF of the Income Tax Act, 1961)
10.30% 11.74% 11.29% 12.01% 11.55%
20.60% 15.05% 14.04% 15.35% 14.30%
30.90% 19.01% 17.26% 19.33% 17.52%

The TARR is calculated assuming a gross investment of ` 20,000 less the relevant tax benefit under Section 80CCF
of the Income Tax Act, 1961 available to the investor (varying according to the tax rate applicable to the relevant
investor) resulting in a net invested amount. The aggregate of annual or cumulative interest coupon and the
redemption amount receivable by the investor, as applicable, discounted over time divided by such net invested
amount leads to the TARR. All interest received as the TARR will be subject to income tax as further set out in the
section titled “Statement of Tax Benefits” at page 30.

18
The Tranche 1 Issue proposed to be made hereunder shall be made in India to investors specified under “Who Can
Apply” on page 52 of this Prospectus - Tranche 1.

THE TRANCHE 1 BONDS ARE CLASSIFIED AS “LONG TERM INFRASTRUCTURE BONDS” IN

TERMS OF SECTION 80CCF OF THE INCOME TAX ACT AND THE NOTIFICATION. IN
ACCORDANCE WITH SECTION 80CCF OF THE INCOME TAX ACT, THE AMOUNT, NOT
EXCEEDING ` 20,000 PER ANNUM, PAID OR DEPOSITED AS SUBSCRIPTION TO LONG TERM
INFRASTRUCTURE BONDS DURING THE PREVIOUS YEAR RELEVANT TO THE ASSESSMENT
YEAR BEGINNING APRIL 01, 2012 SHALL BE DEDUCTED IN COMPUTING THE TAXABLE INCOME
OF A RESIDENT INDIVIDUAL OR HUF. IN THE EVENT THAT ANY APPLICANT APPLIES FOR THE
BONDS IN EXCESS OF ` 20,000 PER ANNUM, (INCLUDING LONG TERM INFRASTRUCTURE BONDS
ISSUED BY ANY OTHER ELIGIBLE ENTITY), THE AFORESTATED TAX BENEFIT SHALL BE
AVAILABLE TO SUCH APPLICANT ONLY TO THE EXTENT OF ` 20,000 PER ANNUM.

THE TARR FIGURES PROVIDED IN THE TABLE ABOVE ARE REPRESENTATIVE ONLY AND ARE
SUBJECT TO THE ASSUMPTIONS AND QUALIFICATIONS MADE BY THE COMPANY IN ARRIVING AT
THE ABOVE MENTIONED FIGURES. THE FIGURES CONTAINED IN THE TABLE ABOVE DO NOT IN
ANY MANNER WHATSOEVER CONSTITUTE FINANCIAL OR TAX ADVICE OR ANY
RECOMMENDATION TO INVEST IN THE TRANCHE 1 BONDS. THE FIGURES ARE GIVEN AS PER THE
PREVAILING RATES OF TAXATION. THE INVESTOR IS ADVISED TO CONSIDER IN HIS OR HER OWN
CASE THE TAX IMPLICATIONS IN RESPECT OF SUBSCRIPTION TO THE TRANCHE 1 BONDS.
INVESTORS MUST CONSULT THEIR TAX AND FINANCIAL ADVISORS BEFORE MAKING ANY
INVESTMENTS IN THE TRANCHE 1 BONDS. OUR COMPANY IS NOT LIABLE TO THE INVESTOR IN
ANY MANNER FOR PLACING RELIANCE UPON THE CONTENTS OF THE TABLE ABOVE.

19
 SUMMARY FINANCIAL INFORMATION

Srei Infrastructure Finance Ltd. (Standalone)

Statement of Assets and Liabilities, as Audited

(` in Million)
As at As at As at As at As at As at
30.09.2011 31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007
A Fixed Assets
Gross Block 4,282.80 4,285.70 1,010.40 881.40 45.40 4,826.50
Less: Depreciation/Amortisation 530.10 360.10 179.30 77.90 1.00 480.40
Net Block 3,752.70 3,925.60 831.10 803.50 44.40 4,346.10
Capital Work In Progress 175.50 59.90 - - - -
3,928.20 3,985.50 831.10 803.50 44.40 4,346.10
B Investments 26,034.90 25,055.10 7,073.30 4,805.10 3,281.80 1,466.80
C Deferred Tax Assets
D Current Assets, Loans and Advances
Stock for Trade 22.10 26.20 1.10 4.40 7.40 87.90
Sundry Debtors 915.40 464.10 36.50 72.20 - 79.60
Cash and Bank Balances 1,238.60 251.40 525.50 2,970.80 842.10 753.20
Other Current Assets 1,547.60 554.70 8.40 6.30 1.50 31,677.70
Loans and Advances 67,770.30 50,239.80 35,921.70 12,107.80 12,443.40 1,548.90
71,494.00 51,536.20 36,493.20 15,161.50 13,294.40 34,147.30
E Loan Funds
Secured Loans 56,854.20 45,185.60 28,407.10 11,516.10 5,877.80 23,263.90
Unsecured Loans 16,722.50 7,710.80 6,975.10 1,910.00 3,064.10 9,771.10
73,576.70 52,896.40 35,382.20 13,426.10 8,941.90 33,035.00
F Deferred Tax Liability 628.70 679.00 344.00 - - 644.70
G Current Liabilities and Provisions
Current Liabilities 1,077.40 828.20 562.80 207.20 881.80 1,078.70
Provisions 229.00 641.90 207.60 188.20 216.10 492.20
1,306.40 1,470.10 770.40 395.40 1,097.90 1,570.90

H Networth (A+B+C+D-E-F-G) 25,945.30 25,531.30 7,901.00 6,948.60 6,580.80 4,709.60

As at As at As at As at As at As at
30.09.2011 31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007

Networth Represented by Sources of Funds

Shareholders' Funds
Share Capital 5,032.40 5,032.40 1,162.90 1,162.90 1,162.90 1,090.90
Equity Warrants Issued and Subscribed - - - 178.00 178.00 -
Reserves and Surplus 20,912.90 20,498.90 6,738.10 5,607.70 5,239.90 3,679.40
Less: Miscellaneous Expenditure (to the extent - - - - - 60.70
not written off or adjusted)
25,945.30 25,531.30 7,901.00 6,948.60 6,580.80 4,709.60

20
 Srei Infrastructure Finance Ltd. (Standalone)

Statement of Profits and Losses, As Audited

(` in Million)
Period from Year ended Year ended Year ended Year ended Year ended
01.04.2011 31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007
to
30.09.2011
INCOME
Income from Operations 4,900.70 7,457.00 4,700.70 3,225.80 4,632.60 4,002.70
Other Income 36.90 5.40 1.60 38.50 653.60 7.20
4,937.60 7,462.40 4,702.30 3,264.30 5,286.20 4,009.90

EXPENDITURE
Staff Expenses 201.40 302.20 196.80 143.80 256.10 223.30
Administrative & Other Expenses 218.00 387.80 396.30 583.50 312.70 321.50
Interest & Finance Charges 3,730.00 4,341.70 2,488.80 1,939.30 3,033.30 2,155.80
Depreciation/ Amortisation 170.00 180.80 101.40 76.90 361.20 332.40
Miscellaneous Expenditure written off - - - - 6.10 7.30
4,319.40 5,212.50 3,183.30 2,743.50 3,969.40 3,040.30

PROFIT BEFORE BAD DEBTS, 618.20 2,249.90 1,519.00 520.80 1,316.80 969.60
PROVISIONS AND TAX
Bad Debts written off - 0.10 28.90 8.30 - 25.10
Stock for Trade written off - - - - 34.70 -
Provision for Non Performing Assets 9.50 - - - - -
Provision for Standard Assets 41.60 119.60 - - - -
Provisions as per the norms of Reserve - - - - 137.10 77.80
Bank Of India & Foreign Financial
Institutions
Provision for Premium on Unsecured 4.40 8.80 8.80 8.80 8.80 8.80
Subordinated Bonds
Difference Between the Value of Assets - - - - 3.10 -
and Liabilities transferred Pursuant to
Scheme of Arrangement
55.50 128.50 37.70 17.10 183.70 111.70
PROFIT BEFORE TAX 562.70 2,121.40 1,481.30 503.70 1,133.10 857.90
Provision for Tax: - - - - - -
-Current Tax 172.50 418.50 219.00 21.10 53.10 53.40
-MAT Credit Entitlement - - (219.00) (21.10) - -
-Deferred Tax (50.30) 335.00 344.00 - - -
-Income Tax in respect of Earlier Years 28.00 24.90 22.40 0.10 0.40 12.00
PROFIT AFTER TAX 412.50 1,343.00 1,114.90 503.60 1,079.60 792.50
Surplus brought forward from previous 2,379.10 1,967.90 1,268.50 1,213.50 539.60 281.10
year
PROFIT AVAILABLE FOR
APPROPRIATION 2,791.60 3,310.90 2,383.40 1,717.10 1,619.20 1,073.60
APPROPRIATIONS
Special Reserve (As per Reserve Bank of 82.50 269.00 228.00 102.00 220.00 160.00
India guidelines)
Debt Redemption Reserve 59.50 222.80 (5.00) 210.80 (7.40) 186.60
General Reserve - - 30.00 - 30.00 60.00
Proposed Dividend - 377.30 139.40 116.10 139.40 108.90
Corporate Dividend Tax on Proposed (1.50) 62.70 23.10 19.70 23.70 18.50
Dividend
Surplus carried to Balance Sheet 2,651.10 2,379.10 1,967.90 1,268.50 1,213.50 539.60
2,791.60 3,310.90 2,383.40 1,717.10 1,619.20 1,073.60

Earnings Per Equity Share (Basic & *0.82 5.80 5.33 2.41 5.35 3.93
Diluted) (*Not annualised) in ` (Face
Value ` 10/- per Share)

21
 Srei Infrastructure Finance Ltd. (Standalone)

Statement of Cash Flows, As Audited

(` in Million)

Period from
Year ended Year ended Year ended Year ended Year ended
01.04.2011 to
31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007
30.09.2011

A Cash Flows from Operating Activities

Net Profit Before Tax 562.70 2,121.40 1,481.30 503.70 1,133.10 857.90
Adjustment for : - - - - - -
Depreciation 170.00 180.80 101.40 76.90 361.20 332.40
Bad Debts written off - 0.10 28.90 8.30 39.80 25.10
Provision for Non Performing Assets 9.50 - - - 137.10 77.80
Contingent Provisions against Standard Assets 41.60 119.60 - - - -
Provision for Premium on Unsecured 4.40 8.80 8.80 8.80 8.80 8.80
Subordinated Bonds
Loss on sale of Fixed Assets(net) 5.00 - - - 1.40 2.70
Profit on sale of Fixed Assets - - - (35.40) - -
Interest & Finance Charges 3,730.00 4,341.70 2,487.80 1,939.30 3,022.20 2,146.60
Income from Trade Investments - (2.80) (118.50) (245.20) - -
Miscellaneous Expenditure Written off - - - - 6.10 7.30
Amortisation of Premium/Discount on - - - - - 0.70
Government Securities
Profit on sale of Investments(net) - (7.00) (112.30) (9.40) (12.70) (34.00)
Liabilities No Longer Required Now Written - (4.40) - - (642.70) (0.50)
Back
Dividend Income (2.70) (4.00) (14.30) (6.20) (2.30) (2.30)
Difference Between the Value of Assets and - - - - 3.10 -
Liabilities Transferred
Provision for Diminution in value of Stock for 4.20 9.00 0.70 0.50 - -
Trade
Provision for Dimunition in value of - - 13.80 21.60 - -
Investments
Provision for Dimunition in value of - - - - - (2.90)
Investments written back
Operating Profit before Working Capital 4,524.70 6,763.20 3,877.60 2,262.90 4,055.10 3,419.60
Changes

Adjustment for :
(Increase) / Decrease in Receivables/Others (18,943.00) (15,057.20) (23,667.30) (3,443.60) (5,336.10) (796.40)
(Increase) / Decrease in Stock for Trade (0.10) (34.10) 2.60 2.50 45.80 -
(Increase) / Decrease in Fixed Deposit (Deposit (143.20) (159.30) 40.10 39.90 548.50 683.90
with original maturity period of more than three
months)
(Increase) / Decrease in Financial Assets - - - - (13,883.10) (14,827.80)
(Decrease) / Increase in Trade Payables 154.60 57.20 268.90 (657.30) 1,305.60 197.50
Cash Generated from Operations (14,407.00) (8,430.20) (19,478.10) (1,795.60) (13,264.20) (11,323.20)
Interest Paid (net of foreign exchange
fluctuation) (3,622.80) (4,174.90) (2,417.30) (1,966.00) (3,175.60) (2,026.60)
Direct Taxes paid (257.90) (339.40) (214.80) (56.20) (25.60) (115.70)
Net Cash (Used in) / Generated from
Operating Activities (18,287.70) (12,944.50 (22,110.20) (3,817.80) (16,465.40) (13,465.50)

B Cash Flows from Investing Activities

Purchase of Fixed Assets (151.20) (3,319.10) (129.00) (854.00) (900.00) (2,048.60)
Proceeds from Sale of Fixed Assets 17.40 - - 53.40 36.80 32.30
Amount received towards transfer of business - - - 3,750.00 - -
(Increase) in Investments (Other than (478.10) (1,341.70) (2,168.20) (1,301.50) (1,653.90) (286.80)
Subsidiary)
(Increase) of Investments in Subsidiary (2.60) (199.00) (1.50) (4.50) (173.40) (107.80)
(Increase) of Investments in Joint Venture (499.10) - - (229.50)
Profit on sale of Investments (net) - - - - - -
Income from Trade Investments - 2.80 118.50 245.20 - -
Dividend Received 2.70 4.00 14.30 6.20 2.30 2.30
Net Cash (Used) / Generated in Investing (1,110.90) (4,853.00) (2,165.90) 1,665.30 (2,688.20) (2,408.60)
Activities

C Cash Flows from Financing Activities

Issue of Equity Capital (including premium) - - - - 720.00 -

22
 Issue of Equity Warrants (Net) - - - - 178.00 -
Increase/ (Decrease) in Debentures (net) 760.00 (2,100.00) 3,050.00 (3,306.10) 1,656.10
Increase/ (Decrease) in Working Capital 7,165.90 14,964.90 6,400.70 1,243.20 (2,838.10) (2,331.00)
facilities (net)
Increase/ (Decrease) in Other Loans (net) 12,754.40 4,649.30 12,555.90 3,241.00 25,199.30 16,766.10
Dividend Paid (376.50) (139.30) (116.00) (139.40) (108.90) (179)
Dividend Tax Paid (61.20) (23.10) (19.70) (23.70) (18.50) (25.20)
Net Cash (Used) / Generated in Financing 20,242.60 17,351.80 21,870.90 4,321.10 19,825.70 15,887.00
Activities

Net Increase / (Decrease) in Cash & Cash 844.00 (445.70) (2,405.20) 2,168.60 672.10 12.90
Equivalents (A+B+C)

Opening Cash & Cash Equivalents 17.10 450.50 2,855.70 687.10 49.70 36.80

Less: Cash and Bank balance transferred as - - - - (34.70)

per Scheme of Arrangement
Cash & Cash Equivalents acquired on - 12.30 - - -
Amalgamation
Closing Cash & Cash Equivalents 861.10 17.10 450.50 2,855.70 687.10 49.70

Cash and Cash Equivalents are represented by:

Cash in Hand 0.10 0.20 0.70 0.40 0.30 30.50
In Current Account 861.00 16.90 449.80 605.30 38.80 19.20
Fixed Deposits with original maturity period - - - 2,250.00 648.00 -
being three months or less
861.10 17.10 450.50 2,855.70 687.10 49.70
Cash and Bank Balances are represented by : - - - - - -
Cash and Cash Equivalents 861.10 17.10 450.50 2,855.70 687.10 49.70
Fixed Deposits with original maturity period 377.50 234.30 75.00 115.10 155.00 703.50
exceeding three months (under lien)
1,238.60 251.40 525.50 2,970.80 842.10 753.20

23
Srei Infrastructure Finance Ltd. (Consolidated)

Statement of Assets and Liabilities, as Audited

(` in Million)
As at As at As at As at As at
As at 30.09.2011
31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007
A Fixed Assets
Gross Block 19,940.90 17,996.20 4,013.00 3,561.00 5,302.40 4,844.60
Less: Depreciation / Amortisation 4,158.40 3,378.40 842.20 422.30 965.10 488.70
Net Block 15,782.50 14,617.80 3,170.80 3,138.70 4,337.30 4,355.90
Capital Work In Progress 661.10 274.10 - - - -
Project Work in Progress 542.90 470.90 - - - -
16,986.50 15,362.80 3,170.80 3,138.70 4,337.30 4,355.90
B Goodwill 4,378.10 4,253.40 62.20 62.20 5.70 2.50
C Investments 20,851.10 20,314.40 6,707.40 4,438.20 3,218.90 1,438.10
D Deferred Tax Assets 340.60 358.30 8.40 2.20 6.10 -
E Current Assets, Loans and Advances
Inventories 167.20 169.10 100.70 240.10 228.70 -
Sundry Debtors 3,955.10 2,287.00 1,084.40 675.90 120.40 348.10
Cash and Bank Balances 5,702.60 3,176.50 2,909.70 4,830.80 2,793.10 883.00
Financial & Other Current Assets 52,201.30 45,530.40 34,011.50 29,962.30 44,360.70 32,177.90
Loans and Advances 66,730.90 47,604.70 36,185.10 13,436.30 10,512.10 1,592.70
128,757.10 98,767.70 74,291.40 49,145.40 58,015.00 35,001.70
F Loan Funds
Secured Loans 107,609.80 88,063.70 55,774.70 37,515.50 41,880.00 23,696.50
Unsecured Loans 23,779.30 12,577.30 9,921.20 5,307.40 13,565.00 9,771.10
131,389.10 100,641.00 65,695.90 42,822.90 55,445.00 33,467.60
G Minority Interest 813.90 737.90 236.10 221.10 76.20 39.70
H Deferred Tax Liability 1,051.00 1,015.00 736.30 274.30 114.00 637.80
I Current Liabilities and Provisions - - - - - -
Current Liabilities 5,258.90 4,325.40 3,979.30 1,288.40 2,073.20 1,158.10
Provisions 1,157.00 1,670.70 738.50 712.20 702.90 493.70
6,415.90 5,996.10 4,717.80 2,000.60 2,776.10 1,651.80
J Networth (A+B+C+D+E-F-G-H-I) 31,643.50 30,666.60 12,854.10 11,467.80 7,171.70 5,001.30

Statement of Assets and Liabilities, as Audited

(` in Million)
As at As at As at As at As at
As at 30.09.2011
31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007

Networth Represented by Sources of Funds

Shareholders' Funds
Share Capital 5,032.40 5,032.40 1,162.90 1,162.90 1,162.90 1,090.90
Equity Warrants Issued and Subscribed - - - 178.00 178.00 -
Reserves and Surplus 26,622.90 25,648.20 11,733.80 10,152.90 5,887.50 3,971.50
Less: Miscellaneous Expenditure (to the extent not 11.80 14.00 42.60 26.00 56.70 61.10
written off or adjusted)
31,643.50 30,666.60 12,854.10 11,467.80 7,171.70 5,001.30

24
Srei Infrastructure Finance Ltd. (Consolidated)

Statement of Profits and Losses, As Audited

(` in Million)
Period from
01.04.2011 Year ended Year ended Year ended Year ended Year ended
to 31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007
30.09.2011
INCOME
Income from Operations 10,929.90 16,316.70 9,704.50 8,442.10 7,345.20 4,205.70
Other Income 81.50 64.20 25.90 80.90 676.60 10.40
11,011.40 16,380.90 9,730.40 8,523.00 8,021.80 4,216.10

Staff Expenses 836.80 1,234.40 625.90 538.30 450.40 277.30

Administrative & Other Expenses 1,104.80 1,908.30 862.30 1,066.50 660.40 385.50
Interest & Finance Charges 6,506.40 8,292.00 5,336.70 5,229.80 4,598.50 2,175.10
Depreciation/ Amortisation 851.80 1,240.90 432.80 365.80 490.10 334.50
Miscellaneous Expenditure written 2.20 22.80 7.30 4.40 8.30 7.70
off
9,302.00 12,698.40 7,265.00 7,204.80 6,207.70 3,180.10
PROFIT BEFORE BAD DEBTS, 1,709.40 3,682.50 2,465.40 1,318.20 1,814.10 1,036.00
PROVISIONS AND TAX
Bad Debts/Advances written off (net 175.30 350.70 259.00 8.70 69.30 36.80
of recovery)
Provision for Bad & doubtful debts 8.00 48.50 - - - -
Contingent Provisions against 57.50 223.60 - - - -
Standard Assets
Provision for Non Performing Assets 43.90 161.20 - - - -
Provisions as per the norms of - - 21.00 251.30 173.60 77.80
Reserve Bank Of India & Foreign
Financial Institutions
Provision for Premium on Unsecured 4.40 8.80 8.80 8.80 8.80 8.80
Subordinated Bonds
Stock for Trade written off - - - - 34.70 -
289.10 792.80 288.80 268.80 286.40 123.40
PROFIT BEFORE TAX 1,420.30 2,889.70 2,176.60 1,049.40 1,527.70 912.60
Provision for Tax: - - - - - -
-Current Tax 506.60 826.70 343.70 70.10 80.70 55.20
-MAT Credit Entitlement (12.10) (9.40) (219.00) (71.10) (16.20) -
-Deferred Tax 8.10 (20.30) 461.90 219.90 114.00 (0.20)
-Fringe Benefits Tax - - - 4.60 1.50 -
-Income Tax in respect of earlier 52.40 130.90 22.00 0.20 0.40 12.00
years
PROFIT AFTER TAX BEFORE - - - - - -
SHARE OF RESULTS OF
ASSOCIATE
AND MINORITY INTERESTS 865.30 1,961.80 1,568.00 825.70 1,347.30 845.60
Share of loss of Associates - - - - (23.20) (4.30)
PROFIT AFTER TAX BEFORE 865.30 1,961.80 1,568.00 825.70 1,324.10 841.30
MINORITY INTERESTS
Minority Interest 68.80 169.40 9.40 4.90 4.70 (1.70)
NET PROFIT 796.50 1,792.40 1,558.60 820.80 1,319.40 843.00
Pre Acquisition Profit/(Loss) - 47.40 - - 5.20 (0.60)
Minority Interest of Pre Acquisiton - (47.40) - (0.40) 2.70 (0.80)
(Profit)/ Loss
PROFIT AFTER TAX AFTER 796.50 1,792.40 1,558.60 820.40 1,327.30 841.60
ADJUSTMENT OF MINORITY
INTERESTS
Surplus brought forward from 3,033.90 2,561.80 1,577.50 1,335.30 625.10 319.00
previous year
Adjustment on account of - (57.00) - - - -
Amalgamation
PROFIT AVAILABLE FOR 3,830.40 4,297.20 3,136.10 2,155.70 1,952.40 1,160.60
APPROPRIATION
APPROPRIATIONS - - - - - -
Special Reserve (As per Reserve 201.30 399.70 315.10 164.70 268.20 160.00
Bank of India guidelines)
Debt Redemption Reserve 231.40 422.80 66.70 262.90 155.60 186.60
General Reserve - 0.20 30.00 0.30 30.00 60.00
Proposed Dividend - 377.80 139.40 116.30 139.60 108.90
Dividend on Preference Shares - - - - - -
Profit on sale of Investment in (31.30) - - - - -
Subsidiaries
Corporate Dividend Tax on Proposed (1.50) 62.80 23.10 19.80 23.70 18.50
Dividend

25
Adjustment due to conversion of - - - 14.20 - -
Subsidiary into Joint Venture
Surplus carried to Balance Sheet 3,430.50 3,033.90 2,561.80 1,577.50 1,335.30 626.60
3,830.40 4,297.20 3,136.10 2,155.70 1,952.40 1,160.60
Earnings Per Equity Share (Basic *1.58 7.74 7.46 3.93 6.54 4.18
& Diluted) (*Not annualised) in
`(Face Value ` 10/- per Share)

26
 Srei Infrastructure Finance Ltd. (Consolidated)

Statement of Cash Flows, As Audited

(` in Million)
Period from
Year ended Year ended Year ended Year ended Year ended
01.04.2011 to
31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007
30.09.2011
A Cash Flows from Operating Activities
Net Profit Before Tax 1,420.30 2,889.70 2,176.60 1,049.40 1,527.70 912.60
Adjustment for : - - - - - -
Depreciation 851.80 1,240.90 432.80 365.80 490.10 334.50
Bad Debts/Advances written off (net of 175.30 350.70 259.00 8.70 104.00 36.80
recovery)
Provision for Bad & doubtful debts 8.00 48.50 - - - -
Provision for Standard Assets 57.50 223.60 - - - -
Provision for Non- Performing Assets & 43.90 161.20 21.00 251.30 173.60 77.80
Doubtful debts
Provision for Premium on Unsecured 4.40 8.80 8.80 8.80 8.80 8.80
Subordinated Bonds
Loss on sale of Fixed Assets(net) 19.10 94.30 1.30 - 1.70 6.70
Profit on sale of Fixed Assets(net) - - - 35.30 - -
Interest & Finance Charges 6,506.40 8,292.00 5,327.90 5,222.10 4,584.00 2,165.90
Income from Trade Investments - (7.00) (118.50) (245.20) - -
Miscellaneous Expenditure Written off 2.20 22.80 7.30 4.40 8.30 7.70
Liabilities No Longer Required Now Written (1.40) (11.30) (0.40) - (642.70) -
Back
Dividend Income (3.70) (4.60) (14.50) (6.70) (2.30) (2.30)
Provision for Diminution in value of Stock for 4.20 9.00 0.70 0.50 - -
Trade
Provision for Diminution in Inventories 8.80 - - - - -
Provision for Diminution in value of Investments - 4.50 13.80 16.60 - -
Operating Profit before Working Capital 9,096.80 13,323.10 8,115.80 6,711.00 6,253.20 3,548.50
Changes
Adjustment for :
(Increase) / Decrease in Receivables/Others (21,662.00) (11,698.40) (22,908.90) (7,027.70) (7,150.90) (1,077.80)
(Increase) / Decrease in Stock for Trade (7.00) (58.30) 2.60 2.50 - -
(Increase) / Decrease in Financial Assets (5,974.40) (10,599.90) (1,737.40) 16,396.10 (14,139.60) (15,153.70)
(Increase) / Decrease in Fixed Deposit (Deposit (1,224.50) (532.00) (64.10) 360.50 (1,203.50) 659.90
with original maturity period of more than three
months)
(Decrease) / Increase in Trade Payables 585.50 (486.60) 415.00 638.20 402.70 680.10
Cash Generated from Operations (19,185.60) (10,052.10) (16,177.00) 17,080.60 (15,838.10) (11,343.00)
Interest Paid (net of foreign exchange (6,190.60) (8,051.50) (5,568.30) (5,466.10) (3,953.10) (2,039.90)
fluctuation)
Direct Taxes paid (663.70) (580.90) (276.80) (96.30) (102.10) (119.90)
Net Cash (Used in) / Generated from (26,039.90) (18,684.50) (22,022.10) 11,518.20 (19,893.30) (13,502.80)
Operating Activities

Cash Flows from Investing Activities

Purchase of Fixed Assets (2,839.60) (5,698.90) (562.10) 580.60 (651.40) (2,478.60)
Proceeds from Sale of Fixed Assets 345.00 94.80 20.20 160.40 175.00 27.90
(Increase) / Decrease in Investments (536.70) (1,424.20) (2,296.80) (1,235.90) (1,804.00) (259.60)
Income from Trade Investments - 7.00 118.50 245.20 - -
Dividend Received 3.70 4.60 14.50 6.70 2.30 2.30
Net Cash (Used) / Generated in Investing (3,027.60) (7,016.70) (2,705.70) (243.00) (2,278.10) (2,708.00)
Activities

C Cash Flows from Financing Activities

Issue of Equity Capital (including premium) 176.70 - - 3,758.20 810.30 -
Purchase of Goodwill (124.70) - - - - -
Issue of Equity Warrants (Net) - - - - 178.00 -
Increase / (Decrease) in Debenture (net) 796.90 296.00 6,455.10 (4,920.60) 9,456.80 2,095.00
Increase / (Decrease) in Working Capital 13,522.60 21,261.20 5,852.90 (3,616.80) 7,240.50 (1,939.70)
facilities (net)
Increase / (Decrease) in Other Loans (net) 16,435.80 3,790.20 10,570.60 (3,934.50) 5,319.80 16,344.70
Dividend Paid (377.00) (139.30) (116.20) (139.60) (108.90) (179.00)
Dividend Tax (61.20) (23.20) (19.80) (23.70) (18.50) (25.20)
Net Cash (Used) / Generated in Financing 30,369.10 25,184.90 22,742.60 (8,877.00) 22,878.00 16,295.80
Activities
Net Increase / (Decrease) in Cash & Cash 1,301.60 (516.30) (1,985.20) 2,398.20 706.60 85.00
Equivalents (A+B+C)
Opening Cash & Cash Equivalents 1,004.90 1,270.10 3,255.30 857.10 150.50 65.50
Add: Cash and Cash Equivalent acquired on - 251.10 - - - -
scheme of amalgamation

27
Closing Cash & Cash Equivalents 2,306.50 1,004.90 1,270.10 3,255.30 857.10 150.50

Cash and Cash Equivalents are represented by:

Cash in Hand 18.20 9.60 5.30 5.80 23.80 30.60
In Current Account 2,005.70 822.50 994.50 913.90 181.20 106.40
Cheques in Hand - 67.10 - - - -
Fixed Deposits with original maturity period 282.60 105.70 270.30 2,335.60 652.10 13.50
being three months or less
2,306.50 1,004.90 1,270.10 3,255.30 857.10 150.50

Cash and Bank Balances are represented by : - - - - - -

Cash and Cash Equivalents 2,306.50 1,004.90 1,270.10 3,255.30 857.10 150.50
Fixed Deposits with original maturity period 3,396.10 2,171.60 1,639.60 1,575.50 1,936.00 732.50
exceeding three months (under lien)
5,702.60 3,176.50 2,909.70 4,830.80 2,793.10 883.00

28
 OBJECTS OF THE ISSUE

Issue Proceeds

Our Company has filed this Prospectus - Tranche 1 for a public issue of the Tranche 1 Bonds not exceeding the
Shelf Limit for the FY 2012. The funds raised through this Tranche 1 Issue will be utilized towards “infrastructure
lending” as defined by the RBI in the regulations issued by it from time to time, after meeting the expenditures of,
and related to, the Issue.

The Tranche 1 Bonds will be in the nature of debt and will be eligible for capital allocation and accordingly will be
utilized in accordance with statutory and regulatory requirements including requirements of the RBI and the
Ministry of Finance.

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 Tranche 1 Issue.

Further, in accordance with the Debt Regulations, our Company will not utilize the proceeds of the Tranche 1 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 Tranche 1 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.
Tranche 1 Issue Expenses
A portion of the Tranche 1 Issue proceeds will be used to meet Tranche 1 Issue expenses. The following are the
estimated Tranche 1 Issue expenses:
(` in million)
Particulars Percentage of Issue Percentage of Issue Amount
expenses proceeds
Fees paid to the Lead Managers and 4.68% 0.15% 4.41
the Co-Lead Managers
Fees paid to the Debenture Trustees 0.76% 0.02% 0.72
Fees paid for advertising, marketing 76.99% 2.42% 72.50
and selling & brokerage commission
Miscellaneous 17.57% 0.55% 16.55
Total 100.00% 3.14% 94.17
The fees detailed in the table above may also be paid by way of commission to various intermediaries. The above
expenses are indicative and subject to change depending on the actual levels of subscription, number of Allottees
and other relevant factors.

Monitoring of Utilization of Funds

There is no requirement for appointment of a monitoring agency in terms of the Debt Regulations. Our Board/ Audit
Committee/Committee of Directors, as the case may be, shall monitor the utilisation of the proceeds of the Issue.
Our Company will disclose the utilization of the proceeds of the Tranche 1 Issue under a separate head along with
details, if any, in relation to all such proceeds of the Tranche 1 Issue that have not been utilized thereby also
indicating investments, if any, of such unutilized proceeds of the Tranche 1 Issue, in our Company’s financial
statements for the relevant financial year. Our Company shall report the use of the proceeds in its annual report and
other report submitted by us to any regulatory authority. Our Company shall also file these along with term sheets to
the Infrastructure Division, Department of Economic Affairs, Ministry of Finance, within three months from the end
of financial year.

29
 STATEMENT OF TAX BENEFITS

Statement of Possible Direct Tax Benefits available to Srei Infrastructure Finance Limited and its
Bondholders

The Board of Directors,

Srei Infrastructure Finance Limited,
“Vishwakarma”,
86 C Topsia Road (South),
Kolkata 700 046

Dear Sirs,

We hereby report that the enclosed annexure states the possible Direct Tax benefits available to Srei Infrastructure
Finance Limited and its bondholders under the current tax laws presently in force in India. Several of these benefits
are dependent on the Company or its bondholders fulfilling the conditions prescribed under the relevant tax laws.
Hence, the ability of the Company or its bondholders to derive the tax benefits is dependent upon fulfilling such
conditions, which are based on business imperatives the Company would face in the future. The Company may or
may not choose to fulfill such conditions.

The benefits discussed in the enclosed annexure are not exhaustive. This statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised
to consult their own tax consultant with respect to the specific tax implications arising out of their participation in
the issue.

We do not express any opinion or provide any assurance as to whether:

• the Company or its shareholders will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits have been/would be met with.

The contents of the enclosed annexure are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.

No assurance is given that the revenue authorities/ Courts will concur with the views expressed herein. Our views
are based on existing provisions of law and its interpretation, which are subject to change from time to time. We do
not assume any responsibility to update the views consequent to such changes. We shall not be liable to the
Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We
are not liable to any other person in respect of this statement.

This certificate is provided solely for the purpose of assisting the addressee Company in discharging its
responsibilities under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009.

For Haribhakti & Co

Chartered Accountants
(Registration No. 103523W)

Anand Kumar Jhunjhunwala

Partner
Membership No: 056613

30
Annexure: STATEMENT OF TAX BENEFITS
Under the current tax laws, the following tax benefits, inter alia, will be available to the Bond Holder as mentioned
below. The benefits are given as per the prevailing tax laws and may vary from time to time in accordance with
amendments to the law or enactments thereto. The Bond Holder is advised to consider in his own case the tax
implications in respect of subscription to the Bond after consulting his tax advisor, as alternate views are possible.
We are not liable to the Bond Holder in any manner for placing reliance upon the contents of this statement of tax
benefits.
A. INCOME TAX
1. Deduction u/s 80CCF of the I.T. Act
a) According to section 80CCF, an amount not exceeding Rupees twenty thousand invested in long term
infrastructure bonds shall be allowed to be deducted from the total income of an Individual or a Hindu
Undivided Family. This deduction shall be available over and above the aggregate limit of ` One Lakh as
provided under sections 80C, 80CCC and 80CCD read with section 80CCE;
b) Section 80CCF reads as “In computing the total income of an assessee, being an individual or a Hindu
undivided family, there shall be deducted, the whole of the amount, to the extent such amount does not
exceed twenty thousand rupees, paid or deposited, during the previous year relevant to the assessment year
beginning on the 1st day of April, 2012, as subscription to long term infrastructure bonds as may, for the
purposes of this section, be notified by the Central Government.”
2. No income tax is deductible at source on interest on bonds as per the provisions of section 193 of the I.T.
Act in respect of the following:
a) In case the payment of interest on bonds to resident individual Bond Holder by the company is by an
account payee cheque and such bonds are listed on a recognized stock exchange in India, provided the
amount of interest or the aggregate of the amounts of such interest paid or likely to be paid during the
financial year to such individual does not exceed ` 2500;
b) When the Assessing Officer issues a certificate on an application by a Bond Holder on satisfaction that the
total income of the Bond Holder justifies nil/lower deduction of tax at source as per the provisions of
Section 197(1) of the I.T. Act and that certificate is filed with the Company before the prescribed date of
closure of books for payment of bond interest.
c) When the resident Bond Holder (not being a company or a firm or a senior citizen) submits a declaration to
the payer in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his
estimated total income of the financial year in which such income is to be included in computing his total
income will be ‘nil’, as per the provisions of Section 197A (1A) of the I.T. Act. Under Section 197A (1B)
of the I.T. Act, Form 15G cannot be submitted nor considered for exemption from deduction of tax at
source if the aggregate of income of the nature referred to in the said section, viz. dividend, interest, etc as
prescribed therein, credited or paid or likely to be credited or paid during the financial year in which such
income is to be included exceeds the maximum amount which is not chargeable to tax. To illustrate, the
maximum amount of income not chargeable to tax in case of individuals (other than women assessees and
senior citizens) and HUFs is ` 180,000, in case of women assesses is ` 190, 000, in case of senior citizen
who are 60 or more years of age but less than 80 years is ` 250, 000 and in case of senior citizen who are 80
or more years of age is ` 500,000 for financial year 2011-12. Senior citizens, who are 65 or more years of
age at any time during the financial year, enjoy the special privilege to submit a self declaration to the payer
in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section
197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid
exceeds the maximum amount not chargeable to tax i.e. ` 250,000 or ` 5,00,000 for very senior citizen for
FY 2011-12, provided tax on his estimated total income of the financial year in which such income is to be
included in computing his total income will be nil.
d) On any securities issued by a company in a dematerialized form listed on a recognized stock exchange in
India. (w.e.f. 1.06.2008).
In all other situations, tax would be deducted at source as per the prevailing provisions of the I.T. Act.
3. Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed bonds is treated as
a long term capital asset if the same is held for more than 12 months immediately preceding the date of its
transfer.
Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being
listed securities are subject to tax at the rate of 20% of capital gains calculated after indexation of the cost
of acquisition or 10% of capital gains without indexation of the cost of acquisition. The capital gains will be

31
 computed by deducting expenditure incurred in connection with such transfer and cost of
acquisition/indexed cost of acquisition of the bonds from the sale consideration.
In case of an individual or HUF, being a resident, where the total income as reduced by the long term
capital gains is below the maximum amount not chargeable to tax i.e. ` 180,000 in case of all individuals, `
190000 in case of women, ` 250,000 in case of senior citizens and ` 500,000 in case of very senior citizens,
the long term capital gains shall be reduced by the amount by which the total income as so reduced falls
short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such
long-term capital gains shall be computed at the rate of 10%/20% in accordance with and the proviso to
sub-section (1) of section 112 of the I.T. Act read with CBDT Circular 721 dated September 13, 1995.A 2%
education cess and 1% secondary and higher education cess on the total income tax (including surcharge) is
payable by all categories of tax payers.
4. Short-term capital gains on the transfer of listed bonds, where bonds are held for a period of not more than
12 months would be taxed at the normal rates of tax in accordance with and subject to the provision of the
I.T. Act.
The provisions related to minimum amount not chargeable to tax, education cess and secondary and higher
secondary cess described at para 3 above would also apply to such short-term capital gains.
5. In case the bonds are held as stock in trade, the income on transfer of bonds would be taxed as business
income or loss in accordance with and subject to the provisions of the I.T. Act.
6.
(i) Under section 54 EC of the Act and subject to the conditions and to the extent specified therein, long
term capital gains arising to the bondholders on transfer of their bonds shall not be chargeable to tax to
the extent such capital gains are invested in certain notified bonds within six months from the date of
transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced.
However, if the said notified bonds are transferred or converted into money within a period of three
years from their date of acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted
into money. Where the benefit of section 54EC of the Act has been availed of on investments in the
notified bonds, a deduction from the income with reference to such cost shall not be allowed under
section 80 C of the Act.
(ii) As per the provisions of section 54F of the Act and subject to the conditions specified therein, any long
term capital gains (not being on a residential house) arising to a bondholder who is an individual or
Hindu Undivided Family, are exempt from capital gains tax if the entire net sales consideration is
utilised, within a period of one year before, or two years after the date of transfer, in purchase of a new
residential house, or for construction of residential house within three years from the date of transfer. If
part of such net sales consideration is invested within the prescribed period in a residential house, then
such gains would be chargeable to tax on a proportionate basis. The bondholder should not own more
than one residential house (other than the new residential house referred above) on the date of transfer
of the original asset. If the residential house in which the investment has been made is transferred
within a period of three years from the date of its purchase or construction, the amount of capital gains
tax exempted earlier would become chargeable to tax as long term capital gains in the year in which
such residential house is transferred. Similarly, if the shareholder purchases within a period of two
years or constructs within a period of three years after the date of transfer of capital asset, another
residential house (other than the new residential house referred above), then the original exemption will
be taxed as capital gains in the year in which the additional residential house is acquired.
7. As per section 56(2) (vii)(c) of the I.T. Act, in case where an individual or Hindu undivided Family
receives bonds from any person on or after 1st October, 2009:-
A. without any consideration, aggregate fair market value of which exceeds fifty thousand rupees, then the
whole of the aggregate fair market value of such bonds or;
B. for a consideration which is less than the aggregate fair market value of the bonds by an amount
exceeding fifty thousand rupees, then the aggregate fair market value of such bonds as exceeds such
consideration;
shall be taxable as the income of the recipient under the head “Income from Other Sources”.
However, the aforesaid shall not apply in certain situations, like:-
(a) Bonds received from any relative; or
(b) On the occasion of the marriage of the individual; or

32
 (c) Under a will or by way of inheritance; or
(d) In contemplation of death of the payer or donor, as the case may be; or
(e) From any local authority as defined in the Explanation to clause (20) of section 10; or
(f) From any fund or foundation or university or other educational institution or hospital or other medical
institution or any trust or institution; or
(g) From any trust or institution registered under section 12AA.
B. WEALTH TAX
Wealth tax is not levied on investment in bonds under sec 2(ea) of Wealth Tax Act, 1957.
C. GIFT TAX
Gift-tax is not levied on gift of Bonds in the hands of the donor as well as the donee.
D. DIRECT TAX CODE
The Honourable Finance Minister has presented the Direct Tax Code Bill, 2010 (‘DTC Bill’) on August 30,
2010, which is proposed to be effective from April 1, 2012. The DTC Bill is likely to be presented before
the Indian Parliament. Accordingly, it is currently unclear what effect the Direct Tax Code would have on
the investors.

33
 OUR PROMOTER

The Promoter of our Company is Mr. Hemant Kanoria

Name of the Promoter Mr. Hemant Kanoria

Photo of the promoter

Designation Chairman and Managing Director

PAN No. AKSPK3708R
Voter Id No H2G3787363
Driving License No. WB – 012009716492

Mr. Hemant Kanoria has over thirty one years of experience in industry, trade and financial services. He is the
Chairman of FICCI National Committee on Infrastructure. He is the former President of the Calcutta Chamber of
Commerce and former member of Board of Governors of Indian Institute of Management, Calcutta.

34
 SECTION III: ISSUE RELATED INFORMATION

ISSUE STRUCTURE
Our Board of Directors, at its meeting held on December 19, 2011 approved the issue of the Bonds, in one or
more tranches, for an amount not exceeding ` 5,000 million for FY 2012. Our Company may issue the Bonds in
one or more tranches, subject to the aggregate amount of all such tranches not exceeding the Shelf Limit for the
FY 2012. The amount raised in the subsequent tranches shall not exceed the difference between the Shelf Limit
and the aggregate amount raised by issue of Bonds under the previous tranches.

The following is a summary of the issue structure for the issue of Tranche 1 Bonds, for an amount not
exceeding the Shelf Limit. Please note that subsequent tranches may have a different structure which shall be
specified by our Company in the respective tranche prospectus for such subsequent tranches of issue of Bonds.
Issue Structure
Particulars Resident Individuals HUFs
Minimum number of 1 Tranche 1 Bond and in multiples of 1 1 Tranche 1 Bond and in multiples of 1
Tranche 1 Bonds per Tranche 1 Bond thereafter. Tranche 1 Bond thereafter.
application*
Terms of Payment Full amount with the Application Form Full amount with the Application Form
Mode of Allotment** Dematerialized form Dematerialized form
Market Lot One Tranche 1 Bond One Tranche 1 Bond
*The Tranche 1 Bonds are classified as “long-term infrastructure bonds” and are being issued in terms of
Section 80CCF of the Income Tax Act and the Notification. In accordance with Section 80CCF of the Income
Tax Act, the amount, not exceeding ` 20,000 in the year of investment, paid or deposited as subscription to
long-term infrastructure bonds during the previous year relevant to the assessment year beginning April 1,
2012 shall be deducted in computing the taxable income of a resident individual or HUF. In the event that any
Applicant applies for the Tranche 1 Bonds in excess of ` 20,000 in the year of investment, the aforestated tax
benefit shall be available to such Applicant only to the extent of ` 20,000 for the financial year 2011-2012,
whether such Applicant holds infrastructure bonds of any other eligible entity or not.

**In terms of Regulation 4(2)(d) of the Debt Regulations, our Company will make public issue of the Tranche 1
Bonds in the dematerialised form. However, in terms of Section 8 (1) of the Depositories Act, our Company, at
the request of the Applicants who wish to hold the Tranche 1 Bonds in physical form, will fulfil such request.

INVESTORS ARE REQUESTED TO NOTE THAT APPLICATION FOR THE TRANCHE 1 BONDS CAN BE
MADE FOR ANY AMOUNT (` 1000 OR IN MULTIPLES THEREOF) AND ALLOTMENT WILL TAKE
PLACE IN THE MANNER PROVIDED IN THE SECTION TITLED “ISSUE PROCEDURE - BASIS OF
ALLOTMENT” ON PAGE 57 OF THIS PROSPECTUS – TRANCHE 1. HOWEVER, PLEASE NOTE THAT
IN THE EVENT THAT ANY APPLICANT APPLIES FOR AND IS ALLOTTED LONG TERM
INFRASTRUCTURE BONDS IN EXCESS OF ` 20,000 (INCLUDING LONG TERM INFRASTRUCTURE
BONDS ISSUED BY ANY OTHER ELIGIBLE ENTITY), THE AFORESTATED TAX BENEFIT SHALL BE
AVAILABLE TO SUCH APPLICANT ONLY TO THE EXTENT OF ` 20,000.

Particulars of the Tranche 1 Bonds being issued

Our Company is offering the Tranche 1 Bonds which shall have a fixed rate of interest. The Tranche 1 Bonds
will be issued with a face value of ` 1,000 each. Interest on the Tranche 1 Bonds shall be payable on annual or
cumulative basis depending on the series selected by the Applicants as provided below:

COMMON TERMS FOR ALL SERIES OF THE TRANCHE 1 BONDS

Issuer Srei Infrastructure Finance Limited
Issue of Tranche 1 Bonds Public issue of first tranche 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 (the
“Tranche 1 Bonds”), not exceeding ` 3,000 million , to be issued at par on the
terms contained in the Shelf Prospectus and this Prospectus – Tranche 1
Stock Exchanges proposed for BSE
listing of the Tranche 1 Bonds
Face Value per Tranche 1 Bond ` 1,000
Issue Price per Tranche 1 Bond ` 1,000
35
 Issuance In dematerialised form*
Trading Dematerialized form or Physical form* as specified by an Applicant in the
Application Form.
Lock In period 5 years from the Deemed Date of Allotment
Redemption /Maturity Date 120 months / 180 months from the Deemed Date of Allotment
Security Exclusive charge on specific receivables of the Company with an asset cover
of 1.0 time of the total outstanding amount of Tranche 1 Bonds, as may be
agreed between the Company and the Trustees for the Debentures Holders
and pari-passu mortgage/charge on its ownership Flat situated at Salimpore
Road, Kolkata – 700 031, Police Station - Jadavpur, in the State of West
Bengal having a super built up area of 1155 square feet together with
undivided share in the land and the common areas.
Security Cover 1.0 time of the total outstanding amount of Tranche 1 Bonds
Debenture Trustee Axis Trustee Services Limited
Depositories NSDL and CDSL
Registrar Link Intime India Private Limited
Lead Managers ICICI Securities Limited, Karvy Investor Services Limited, RR Investors
Capital Services Private Limited and Srei Capital Markets Limited
Co-Lead Managers SMC Capitals Limited and Bajaj Capital Limited
Rating(s) The Bonds have been rated CARE AA (Double A) by CARE.
Tranche 1 Issue Schedule** Tranche 1 Issue Opening Date: December 31, 2011 and Tranche 1 Issue
Closing Date: January 31, 2012
Deemed Date of Allotment Deemed Date of Allotment shall be the date as may be determined by the
Board/Committee of Directors of our Company and notified to the Stock
Exchange. The actual allotment may occur on the date other than the Deemed
Date of Allotment.
Modes of Payment  National Electronic Clearing System
 Cheques / Demand Drafts / Warrants
 Direct Credit
 NEFT
 RTGS
For further details please refer to the section titled “Terms of the Issue –
Modes of Payment” on page 45 of this Prospectus - Tranche 1.
Minimum Application 1 Tranche 1 Bond and in multiples of 1 Tranche 1 Bond thereafter. An
applicant may choose to apply for the Tranche 1 Bonds across the same series
or different series.
Buyback Options Buyback options are available to the Investors on the first Working Day after
the expiry of 5 years from the Deemed Date of Allotment
Day Count Conversion Interest shall be computed on a 365 days-a-year basis on the principal
outstanding on the Bonds. However, where the interest period (start date to
end date) includes February 29, interest shall be computed on 366 days-a-year
basis, on the principal outstanding on the Tranche 1 Bonds

* In terms of Regulation 4(2)(d) of the Debt Regulations, our Company will make public issue of the Tranche 1 Bonds
in the dematerialised form. However, in terms of Section 8 (1) of the Depositories Act, our Company, at the request of
the Investors who wish to hold the Tranche 1 Bonds in physical form will fulfil such request.

** The Tranche 1 Issue shall remain open for subscription during banking hours for the period indicated above,
except that it the Tranche 1 Issue may close on such earlier date or extended date as may be decided by the Board /
Committee of Directors of our Company, as the case may be, subject to necessary approvals. In the event of an early
closure or extension of the Tranche 1 Issue In case of an earlier closure, our Company shall ensure that notice of
the same is provided to the prospective investors through newspaper advertisements on or before such earlier or
extended date of Tranche 1Issue closure.

The specific terms of the instrument are set out below:

Series 1 2 3 4
Face Value per
` 1,000 ` 1,000 ` 1,000 ` 1,000
Tranche 1 Bond
Frequency of Interest
Annual Cumulative Annual Cumulative
payment
36
Buyback Facility Yes Yes Yes Yes
One date, being the One date, being the date One date, being the
One date, being the date
date falling five years falling five years and date falling five years
falling five years and one
Buyback Date and one day from the one day from the and one day from the
day from the Deemed
Deemed Date of Deemed Date of Deemed Date of
Date of Allotment
Allotment Allotment Allotment
` 1,000 per Tranche 1 ` 1531.58 per Tranche ` 1,000 per Tranche 1 ` 1549.24 per Tranche
Bond and accrued 1 Bond and interest on Bond and accrued 1 Bond and interest on
Buyback Amount* interest calculated from Application Interest interest calculated from Application Interest
the last interest payment compounded annually the last interest payment compounded annually
date to the Buyback Date at the end of five years date to the Buyback Date at the end of five years
The period beginning The period beginning The period beginning
The period beginning not
not more than nine not more than nine not more than nine
more than nine months
months prior to the months prior to the months prior to the
Buyback Intimation prior to the Buyback
Buyback Date and Buyback Date and Buyback Date and
Period Date and ending not later
ending not later than ending not later than six ending not later than
than six months prior to
six months prior to the months prior to the six months prior to the
the Buyback Date
Buyback Date Buyback Date Buyback Date
8.90% p.a., 9.15% p.a.,
Interest Rate p.a. (%) 8.90% p.a. 9.15% p.a.
compounded annually compounded annually
One date, being the date One date, being the One date, being the date One date, being the
Redemption/Maturity falling ten years from the date falling ten years falling fifteen years from date falling fifteen
Date Deemed Date of from the Deemed Date the Deemed Date of years from the Deemed
Allotment of Allotment Allotment Date of Allotment
` 3718.40 per Tranche
` 1,000 per Tranche 1 ` 2346.73 per Tranche ` 1,000 per Tranche 1
1 Bond and interest on
Bond and accrued 1 Bond and interest on Bond and accrued
Application Interest
Maturity Amount interest calculated from Application Interest interest calculated from
compounded annually
the last interest payment compounded annually the last interest payment
at the end of fifteen
date to the Maturity Date at the end of ten years date to the Maturity Date
years
8.90% p.a., 9.15% p.a.,
Yield on Maturity* 8.90% p.a. 9.15% p.a.
compounded annually compounded annually
8.90% p.a., 9.15% p.a.,
Yield on Buyback* 8.90% p.a. 9.15% p.a.
compounded annually compounded annually
* The yield on the Tranche 1 Bonds(to be paid by the Issuer) shall not exceed the yield on government securities of
corresponding residual maturity, as reported by FIMMDA, as on the last working day of the month immediately
preceding the month of the issue of the Tranche 1 Bonds.
Terms of Payment

The entire Application Money is payable along with the Application Form on application. In the event of allotment
of a lesser number of Tranche 1 Bonds than applied for, our Company shall refund the amount paid on application
to the Applicant to the extent of the Tranche 1 Bonds not allotted in accordance with the terms appearing hereafter.

37
 TERMS OF THE ISSUE

Our Company may issue the Bonds in one or more tranches subject to the aggregate amount of all such tranches
not exceeding an overall limit of ` 5,000 million for the FY 2012. There may be subsequent tranches for an
aggregate amount not exceeding the difference between Shelf Limit and the aggregate amount raised through
issue of previous tranches.

The following are the terms and conditions of the Tranche 1 Bonds being offered for an aggregate amount not
exceeding the Shelf Limit, which will be incorporated into the Debenture Trust Deed and are subject to the
provisions of the Companies Act, the Application Form and other terms and conditions as may be incorporated in
the Debenture Trust Deed, Letter(s) of Allotment and/or Tranche 1 Bond certificate(s) in physical form, if any. In
addition, the issue and Allotment of Tranche 1 Bonds under the Shelf Prospectus and this Prospectus – Tranche 1
shall be subject to laws as applicable from time to time, including guidelines, rules, regulations, notifications and
any statutory modifications or re-enactments relating to the issue of capital and listing of securities, or in relation
to our Company, issued from time to time by SEBI, RBI, GOI, BSE and/or other authorities (collectively, the
“Applicable Laws”) and other documents that may be executed in respect of the Tranche 1 Bonds. The statements
in these terms and conditions include summaries of and are subject to the detailed provisions of the Debenture
Trust Deed.

Please note that the terms and conditions specified in this section are the terms and conditions for the issue of the
Tranche 1 Bonds and any subsequent tranches may have different terms and conditions which shall be specified by
our Company in separate tranche prospectus for such tranches.

The 8.90 percent p.a. non-cumulative Tranche 1 Bonds with a buyback facility (the “Series 1 Tranche 1 Bonds”),
8.90 percent p.a., compounded annually Tranche 1 Bonds with a buyback facility (the “Series 2 Tranche 1 Bonds”),
9.15 percent p.a. non-cumulative Tranche 1 Bonds with a buyback facility (the “Series 3 Tranche 1 Bonds”) and the
9.15 percent p.a., compounded annually Tranche 1 Bonds with a buyback facility (the “Series 4 Tranche 1 Bonds”
and together with the Series 1 Tranche 1 Bonds, Series 2 Tranche 1 Bonds and Series 3 Tranche 1 Bonds referred to
as the “Tranche 1 Bonds”) for an aggregate amount up to ` 3,000 million. The Tranche 1 Bonds are in each case
constituted by a debenture trust deed (the “Debenture Trust Deed”) to be entered into between the Company and
Axis Trustee Services Limited (in its capacity as the “Debenture Trustee”, which expression shall include its
successor(s)) as trustee for the holders of the Tranche 1 Bonds (the “Bondholders”). Link Intime India Private
Limited has been appointed as the registrar to the Issue (the “Registrar” or “Registrar to the Issue”) pursuant to the
Registrar Memorandum of Understanding dated December 19, 2011 with Link Intime India Private Limited (as
amended and/or supplemented and/or restated from time to time, the “Registrar Agreement”).

The Tranche 1 Bonds are classified as “Long Term Infrastructure Bonds” and are being issued in terms of Section
80CCF of the Income Tax Act and the Notification. In accordance with Section 80CCF of the Income Tax Act, the
amount, not exceeding ` 20,000 per annum (including infrastructure bonds of any other eligible entity), paid or
deposited as subscription to long-term infrastructure bonds during the previous year relevant to the assessment year
beginning April 01, 2012 shall be deducted in computing the taxable income of a resident individual or HUF. In the
event that any Applicant applies for and is allotted long term infrastructure bonds in excess of ` 20,000 per annum
(including long term infrastructure bonds issued by another entity), the aforestated tax benefit shall be available to
such Applicant only to the extent of ` 20,000 per annum.

Words and expressions defined in the Debenture Trust Deed and the Tripartite Agreements (defined below) shall
have the same meanings where used in these terms and conditions unless the context otherwise requires or unless
otherwise stated.

Any reference to “Bondholders” or “holders” in relation to any Tranche 1 Bond held in dematerialized form shall
mean the persons whose name appears on the beneficial owners list as provided by the Depositary and in relation to
any Tranche 1 Bond in physical form, such holder of the Tranche 1 Bond whose interest shall be as set out in a
Consolidated Bonds Certificate (as defined below) whose name is appearing in the Register of Bondholders (as
defined below). The Debenture Trustee acts for the benefit of the Bondholders in accordance with the provisions of
the Debenture Trust Deed.

1. Authority for the Issue

The Board of Directors, at their meeting held on December 19, 2011, have approved the issue, in one or
more tranches, of secured, redeemable, non-convertible debentures having benefits under Section 80CCF of
the Income Tax Act of face value of ` 1,000 each, for an amount aggregating up to ` 5,000 million for the
FY 2012 (the “Shelf Limit”). The Tranche 1 Bonds shall be issued on the terms set out in the Prospectus –
Tranche 1 for an amount not exceeding the Shelf Limit.
38
 In terms of the Notification, the aggregate volume of issuance of Long Term Infrastructure Bonds (having
benefits under Section 80CCF of the Income Tax Act) by our Company during the FY 2012 shall not
exceed 25% of the incremental infrastructure investment made by our Company during the FY 2011. The
incremental infrastructure investments made by our Company during the FY 2010-11 were ` 34,024.50
million and therefore, the limit available for the Issue is ` 8,506.10 million.

2. Issue, Status of Tranche 1 Bonds

2.1. The public Issue of Tranche 1 Bonds of our Company for an amount aggregating up to ` 3,000 million.
These terms and conditions are for the Tranche 1 Bonds issued under the Prospectus – Tranche 1.

2.2. The Tranche 1 Bonds are constituted, and issued pursuant to a Debenture Trust Deed. The Bondholders are
entitled to the benefit of the Debenture Trust Deed and are bound by and are deemed to have notice of all
the provisions of the Debenture Trust Deed. Our Company is issuing the Tranche 1 Bonds in accordance
with and pursuant to the Notification and the Tranche 1 Bonds issued by our Company can be classified as
‘Long Term Infrastructure Bonds’ for the purposes of Section 80 CCF of the Income Tax Act.

2.3. The Tranche 1 Bonds are issued in the form of secured, redeemable, non convertible debentures. The
Tranche 1 Bonds constitute direct and secured obligations of our Company and shall rank pari passu inter
se and without any preference or priority among themselves. Subject to any obligations preferred by
mandatory provisions of the law prevailing from time to time, the Tranche 1 Bonds shall also, as regards
the principal amount of the Tranche 1 Bonds, interest and all other monies in respect of the Tranche 1
Bonds, rank pari passu with all other present and future secured debentures of our Company. The claims
of the Bondholders shall be pari passu to the claims of the secured creditors of our Company (subject to
any obligations preferred due to mandatory provisions of the applicable law prevailing from time to time).

3. Form, Face Value, Title and Listing etc.

3.1. Form

3.1.1 In terms of Regulation 4(2) (d) of the Debt Regulations, our Company will make public issue of the
Tranche 1 Bonds in dematerialised form. However, in terms of Section 8 (1) of the Depositories Act, our
Company, at the request of the Investors who wish to hold the Tranche 1 Bonds in physical form, will
fulfil such request. Our Company has made depository arrangements with NSDL and CDSL for issue of
the Tranche 1 Bonds in a dematerialized form pursuant to the tripartite agreement between:

(i). Our Company, NSDL and the Registrar dated December 23, 2011; and
(ii). Our Company, CDSL and the Registrar dated December 23, 2011 (together the “Tripartite
Agreements”).

Our Company shall take necessary steps to credit the Depository Participant account of the Bondholders
with the number of Tranche 1 Bonds allotted.

Our Company shall take necessary steps to credit the Depository Participant account of the Applicants
with the number of Tranche 1 Bonds allotted. The Bondholders holding the Tranche 1 Bonds in
dematerialized form shall deal with the Tranche 1 Bonds in accordance with the provisions of the
Depositories Act and/or rules as notified by the Depositories from time to time.

3.1.2 The Bondholders may rematerialize the Tranche 1 Bonds at any time after allotment, in accordance with
the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time.

3.1.3 In case an investor wishes to hold the Tranche 1 Bonds in physical form, our Company will issue one
certificate to the Bondholder for the aggregate amount of the Tranche 1 Bonds that are held by such
Bondholder (each such certificate a “Consolidated Tranche 1 Bond Certificate”). In respect of the
Consolidated Tranche 1 Bond Certificate(s), our Company will, upon receipt of a request from the
Bondholder within 30 days of such request, split such Consolidated Tranche 1 Bond Certificates into
smaller denominations in accordance with the Articles of Association, subject to a minimum denomination
of one Tranche 1 Bond. No fees will be charged for splitting any Consolidated Tranche 1 Bond
Certificates but, stamp duty, if payable, will be paid by the Bondholder. The request to split a Consolidated
Tranche 1 Bond Certificate shall be accompanied by the original Consolidated Tranche 1 Bond Certificate
which will, upon issuance of the split Consolidated Tranche 1 Bond Certificates, be cancelled by our
Company.
39
3.2 Face Value

The face value of each Tranche 1 Bond is ` 1,000.

3.3 Title

3.3.1 In case of:

(i) Tranche 1 Bonds held in the dematerialised form, the person for the time being appearing in the
Register of Bondholders (as defined below) maintained by the Depository; and
(ii) The Tranche 1 Bonds held in physical form, the person for the time being appearing in the Register
of Bondholders (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 Consolidated Tranche 1 Bond Certificate issued in respect of the Tranche 1 Bonds and
no person will be liable for so treating the Bondholder.

3.3.2 No transfer of title of a Tranche 1 Bond will be valid unless and until entered on the Register of
Bondholders prior to the Record Date. In the absence of transfer being registered, interest, Buyback
Amount and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first
in the Register of Bondholders. In such cases, claims, if any, by the transferees of the Tranche 1 Bonds
will need to be settled with the transferors of the Tranche 1 Bonds 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 Companies Act shall
apply, mutatis mutandis (to the extent applicable) to the Tranche 1 Bond(s) as well.

3.4 Listing

The Tranche 1 Bonds will be listed on BSE.

3.5. Market Lot

3.5.1 Irrespective of whether the Tranche 1 Bonds are held in dematerialized or physical form, the trading of the
Tranche 1 Bonds on the Stock Exchanges shall be in dematerialised form only in multiples of one (1)
Tranche 1 Bond (“Market Lot”).

3.5.2 For details of allotment refer to chapter entitled “Issue Procedure” under the section titled “Issue Related
Information” beginning on page 35 of this Prospectus - Tranche 1.

3.6. Procedure for Rematerialisation of Tranche 1 Bonds

Bondholders who wish to hold the Tranche 1 Bonds in physical form may do so by submitting his or her
request to his or her Depository Participant in accordance with the applicable procedure stipulated by the
Depository Participant.

3.7 Procedure for Dematerialization of Tranche 1 Bonds

Bondholders who are holding the Tranche 1 Bonds in physical form and wish to hold the Tranche 1 Bonds
in dematerialized form may do so by submitting his or her request to his or her Depository Participant in
accordance with the applicable procedure stipulated by the Depository Participant.

4. Transfer of the Tranche 1 Bonds, Issue of Consolidated Tranche 1 Bond Certificates, etc.

4.1. Register of Bondholders

Our Company shall maintain at its registered office or such other place as permitted by law a register of
Bondholders (the “Register of Bondholders”) containing such particulars as required by Section 152 of
the Companies Act. In terms of Section 152A of the Companies Act, the register of beneficial owners
maintained by a Depository for any Bond in dematerialised form under Section 11 of the Depositories Act
shall be deemed to be a Register of Bondholders for this purpose.

40
4.2. Lock-in Period

4.2.1. No Transfer during Lock-in Period

In accordance with the Notification, the Bondholders shall not sell or transfer the Tranche 1 Bonds in any
manner for a period of 5 years from the Deemed Date of Allotment (the “Lock-in Period”).

4.2.2. Transfer after Lock-in Period

(a) The Bondholders may transfer the Tranche 1 Bonds after the expiry of the Lock-in Period on the
stock exchange where the Tranche 1 Bonds are listed.

(b) If a request for transfer of the Tranche 1 Bond is not received by the Registrar before the Record
Date for maturity, the Maturity Amount for the Tranche 1 Bonds shall be paid to the person whose
name appears as a Bondholder in the Register of Bondholders In such cases, any claims shall be
settled inter se between the parties and no claim or action shall lie against our Company.

4.3. Transfers

4.3.1 Transfer of Tranche 1 Bonds held in dematerialised form:

In respect of Tranche 1 Bonds held in the dematerialised form, transfers of the Tranche 1 Bonds may be
effected only through the Depository (ies) where such Tranche 1 Bonds are held, in accordance with the
provisions of the Depositories Act and/or rules as notified by the Depositories from time to time, subject to
the Lock-in period. The Bondholder shall give delivery instructions containing details of the prospective
purchaser’s Depository Participant’s account to his Depository Participant. If a prospective purchaser does
not have a Depository Participant account, the Bondholder may transfer them in physical form in a manner
as specified in section 4.3.2 below.

4.3.2. Transfer of Tranche 1 Bonds in physical form:

Subject to the Lock-in period, the Tranche 1 Bonds may be transferred by way of a duly stamped and
executed transfer deed or other suitable instrument of transfer as may be prescribed by our Company for
the registration of transfer of Tranche 1 Bonds. Purchasers of Tranche 1 Bonds are advised to send the
Consolidated Tranche 1 Bond Certificate to our Company, Registrar or to such persons as may be notified
by our Company from time to time. If a purchaser of the Tranche 1 Bonds in physical form intends to hold
the Tranche 1 Bonds in dematerialized form, the Tranche 1 Bonds may be dematerialised by the purchaser
through his or her Depository Participant in accordance with the provisions of the Depositories Act, 1996
and/or rules as notified by the Depositories from time to time.

4.4. Formalities Free of Charge

Registration of a transfer of Tranche 1 Bonds and issuance of new Consolidated Tranche 1 Bond
Certificates will be effected without charge by or on behalf of our Company, but upon payment (or the
giving of such indemnity as our Company may require) in respect of any tax or other governmental
charges which may be imposed in relation to such transfer, and our Company being satisfied that the
regulations concerning transfers of Tranche 1 Bonds have been complied with.

5. Debenture Redemption Reserve (“DRR”)

Regulation 16 of the Debt Regulations and Section 117C of the Companies Act requires any company that
intends to issue debentures to create a DRR to which adequate amounts shall be credited out of the profits
of our Company till the redemption of the debentures. However, the Ministry of Company Affairs (the
“MCA”) has, through its circular dated April 18, 2002, specified that NBFCs which are registered with the
RBI under Section 45-IA of the RBI Act, 1934 shall create DRR to the extent of 50 percent of the value of
the debentures issued through public issue. Accordingly, our Company shall create DRR of 50 per cent of
the value of Tranche 1 Bonds issued and allotted in terms of this Prospectus - Tranche 1, for the
redemption of the Tranche 1 Bonds. Our Company shall credit adequate amounts to DRR from its profits
every year until the Tranche 1 Bonds are redeemed. The amounts credited to the DRR shall not be utilized
by our Company for any purpose other than for the redemption of the Tranche 1 Bonds.

6. Deemed Date of Allotment

41
 The Deemed Date of Allotment for the Tranche 1 Bonds shall be the date as may be determined by the
Board / Committee of Directors and notified to the Stock Exchanges. All benefits under the Tranche 1
Bonds including payment of interest will accrue to the Bondholders from the Deemed Date of Allotment.
The actual allotment may occur on a date other than the Deemed Date of Allotment.

7. Application amount and Tax Savings

Eligible investors can apply for up to any amount (` 1000 or in multiples thereof) of the Tranche 1 Bonds
across any of the Series(s) or a combination thereof. The investors will be allotted the Tranche 1 Bonds in
accordance with the Basis of Allotment. In the event that any investor applies for and is allotted long term
infrastructure bonds in excess of ` 20,000 per annum (including long term infrastructure bonds issued by
any other eligible entity), the above tax benefit shall be available to such investor only to the extent of `
20,000 per annum.

8. Subscription

8.1 Period of Subscription

The Tranche 1 Issue shall remain open for:

TRANCHE 1 ISSUE OPENS ON DECEMBER 31, 2011

TRANCHE 1 ISSUE CLOSES ON JANUARY 31, 2012

The Tranche 1 Issue shall remain open for subscription during banking hours for the period indicated
above, except that the Tranche 1 Issue may close on such earlier date as may be decided by the
Board/Committee of Directors subject to necessary approvals. In the event of an early closure of
subscription for the Issue, our Company shall ensure that notice of the same is provided to the prospective
investors through newspaper advertisements prior to such earlier date of Tranche 1 Issue closure.

8.2. Underwriting

This Tranche 1 Issue is not underwritten.

8.3. Minimum Subscription

In terms of the Debt Regulations, an issuer undertaking a public issue of debt securities may decide the
minimum amount of subscription that it proposes to raise through the issue in the offer document. In the
event that an issuer does not receive the minimum subscription disclosed in the offer, an application monies
received in the public issue are to be refunded. Our Company has decided to set no minimum subscription
for the Issue.

9. Utilization of the proceeds

The proceeds of the Tranche 1 Issue shall be utilized towards ‘infrastructure lending’ as defined by the
RBI in the regulations issued by it from time to time. The end-use shall be duly reported in the annual
reports and other reports submitted by our Company to the regulatory authority concerned, and specifically
certified by the Statutory Auditor of our Company. Our Company shall report the use of the proceeds in its
annual report and other report submitted by us to any regulatory authority. Our Company shall also file
these along with term sheets to the Infrastructure Division, Department of Economic Affairs, Ministry of
Finance, within three months from the end of financial year.

10. Interest

10.1. Annual Payment of Interest

10.1.1 For Series 1 and Series 3 Tranche 1 Bonds, interest at the rate of 8.90% and 9.15% respectively, per annum
will be paid annually commencing from the Deemed Date of Allotment, subject to buyback of the Tranche
1 Bonds as specified in the section 12 below.

10.2. Cumulative Payment of Interest

42
10.2.1 For Series 2 and Series 4 Tranche 1 Bonds, interest shall be compounded annually at the rate of 8.90 %
and 9.15 % respectively, per annum commencing from the Deemed Date of Allotment and shall be
payable on the Maturity Date, subject to buyback of the Tranche 1 Bonds as specified in the section 12
below.

10.3. Day Count Convention

Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Tranche 1 Bonds.
However, where the interest period (start date to end date) includes February 29, interest shall be
computed on 366 days-a-year basis, on the principal outstanding on the Tranche 1 Bonds.
10.4. Interest on Application and Refund Money

10.4.1. Application Interest

The Company shall pay to the successful Applicants, interest at the rate of 5% p.a. on the Application
Money on the amount allotted, three days from the date of receipt of the Application Form, or the date of
realization of the Application Money, whichever is later, up to 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 Money shall be paid along with first interest payment for Series 1 and Series 3
Tranche 1 Bonds at their respective coupon rates and at buyback date or maturity date whichever is earlier
compounded annually for Series 2 and Series 4 Tranche 1 Bonds at their respective coupon rates.

TDS on Interest on Application Money

Interest on Application Money 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 Money, if any, should be
submitted along with the Application Form.

10.4.2. Refund Interest

The Company shall not pay any interest on refund of Application Money on the amount not allotted.

11. Redemption

11.1 Unless previously redeemed or bought back as provided under the Debenture Trust Deed, our Company
shall redeem the Tranche 1 Bonds on the Maturity Date.

11.2 Procedure for Redemption by Bondholders

The procedure for redemption is set out below:

11.2.1 Tranche 1 Bonds held in electronic form:

No action is required on the part of Bondholders at the time of maturity of the Tranche 1 Bonds.

11.2.2 Tranche 1 Bonds held in physical form:

No action will ordinarily be required on the part of the Bondholder at the time of redemption and the
Maturity Amount will be paid to those Bondholders whose names appear in the Register of Bondholders
maintained by our Company on the Record Date fixed for the purpose of redemption. However, our
Company may require that the Consolidated Tranche 1 Bond Certificate(s), duly discharged by the sole
holder or all the joint-holders (signed on the reverse of the Consolidated Tranche 1 Bond Certificate(s)) to
be surrendered for redemption on Maturity Date and shall be sent by the Bondholders by registered post
with acknowledgment due or by hand delivery to the Registrar or our Company or to such persons at such
addresses as may be notified by our Company from time to time. Bondholders may be requested to
surrender the Consolidated Tranche 1 Bond 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. See
the section titled “Payment on Redemption or Buyback” on page 44 of this Prospectus - Tranche 1.

43
12 Buyback of Tranche 1 Bonds

The Tranche 1 Bonds shall have Buyback options as provided in this Prospectus Tranche 1.

13. Payments

13.1 Payment of Interest

Payment of interest on the Tranche 1 Bonds will be made to those Bondholders, whose name appears first
in the Register of Bondholders maintained by the Depositories and/or our Company and/or the Registrar,
as the case may be as, on the Record Date. Whilst our Company will use the electronic mode of payments
for making payments, where facilities for electronic mode of payments are not available to the Bondholder
or where the information provided by the Applicant is insufficient or incomplete, our Company proposes
to use other modes of payment to make payments to the Bondholders, including the dispatch of cheques
through courier, hand delivery or registered post to the address provided by the Bondholder and appearing
in the Register of Bondholders maintained by the Depository and/or our Company and/or the Registrar to
the Issue, as the case may be, as on the Record Date.

13.2 Record Date

The record date for the payment of interest or the Buyback Amount or the Maturity Amount shall be 15
days prior to the date on which such amount is due and payable (“Record Date”) or such other date as
may be notified by our Company.

13.3 Effect of holidays on payments

If the date of payment of interest or principal or any date specified does not fall on a Working Day, then
the next Working Day will be considered as the effective date. Interest and principal or other amounts, if
any, will be paid on the next Working Day. Payment of interest will be subject to the deduction of tax as
per Income Tax Act or any statutory modification or re-enactment thereof for the time being in force. In
case the Maturity Date or the date of buyback falls on a holiday, the payment will be made on the next
Working Day, without any interest for the period overdue.

13.4 Payment on Redemption or Buyback

The manner of payment on Maturity or Buyback is set out below:-

13.4.1 Tranche 1 Bonds held in electronic form:

On the Maturity Date or the Buyback Date as the case may be, the Maturity Amount or the Buyback
Amount as the case may be will be paid in a manner as detailed in “Terms of the Issue - Modes of
Payment” on page 45. These names will be as per the Depositories’ records on the Record Date fixed for
this purpose. The cheque for Maturity Amount or the Buyback Amount as the case may be will be
dispatched by courier or hand delivery or registered post to the address provided in the Application Form
or to the address as notified by the Bondholders or to the address as per the Depositories' record on the
Record Date. No action is required on part of the Bondholders

13.4.2 Tranche 1 Bonds held in physical form:

On the Maturity Date or the Buyback Date as the case may be, the Maturity Amount or the Buyback
Amount as the case may be will be paid in a manner as detailed in “Terms of the Issue - Modes of
Payment” on page 45 of this Prospectus - Tranche 1. However, if our Company so requires, payments on
maturity may be made on surrender of the Consolidated Tranche 1 Bond Certificate(s). Dispatch of
cheques or pay orders in respect of payments with respect to redemptions will be made on the Maturity
Date or Buyback Date or if the Consolidated Tranche 1 Bond Certificate is requested by our Company in
this regard, then within a period of 30 days from the date of receipt of the duly discharged Consolidated
Tranche 1 Bond Certificate.

13.5 Our Company’s liability to the Bondholders including for payment or otherwise shall stand extinguished
from the Maturity Date or upon dispatch of the Maturity Amounts to the Bondholders. Further, our
Company will not be liable to pay any interest, income or compensation of any kind from the Maturity
Date.

44
14. Manner and Modes of Payment

14.1 Manner of Payment:

All payments to be made by our Company to the Bondholders shall be made in any of the following
manners:

14.1.1 For Tranche 1 Bonds applied or held in electronic form:

The bank details will be obtained from the Depositories for payments. Investors who have applied or who
are holding the Tranche 1 Bond in electronic form are advised to immediately update their bank account
details as appearing on the record of Depository Participant. Please note that failure to do so could result in
delays in credit of the payments to investors at their sole risk and neither the Lead Managers and Co Lead
Managers nor our Company shall have any responsibility and undertake any liability for such delays on
part of the investors

14.1.2 For Tranche 1 Bonds held in physical form:

The bank details will be obtained from the Registrar for effecting payments.

14.2 Modes of Payment:

All payments to be made by our Company to the Bondholders shall be made through any of the following
modes:

14.2.1 Cheques or Demand drafts

By cheques or demand drafts made in the name of the Bondholders whose names appear in the Register of
Bondholders as maintained by our Company and/or as provided by the Depositories. All Cheques or
demand drafts, as the case may be, shall be sent by registered/speed post at the Bondholder’s sole risk.

14.2.2 National Electronic Clearing System (“NECS”)

Through NECS for Applicants having an account at any of the centres notified by the RBI. This mode of
payment will be subject to availability of complete bank account details including the Magnetic Ink
Character Recognition (“MICR”) code as appearing on a cheque leaf, from the Depositories.

Please note that our Company shall not be responsible for any delay to the Bondholder receiving credit of
interest or refund or Buyback Amount or Maturity Amount so long as our Company has initiated the
process in time.

14.2.3 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. We may enter into arrangement(s) 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(s),
would be directly credited to the account of those investors who have given their bank mandate for such
banks.

14.2.4 NEFT

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 demat account,
the same will be duly mapped with the IFSC Code of that particular bank branch and the payment will be
made to the Applicants through this method. In the event that NEFT is not operationally feasible, the
payments would be made through any one of the other modes as discussed in this sections.

14.2.5 RTGS

45
 An Applicant having a bank account with a participating bank and whose refund / interest payment /
redemption amount exceeds ` 0.2 million, has the option to receive the refund through RTGS. Such eligible
applicant who indicates its preference to receive interest payment / refund / redemption through RTGS is
required to provide the IFSC code in the Application Form or intimate our Company before the record date.
In the event the same is not provided, interest payment / refund / redemption shall be made through ECS.
Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant.

Please note that our Company shall not be responsible for any delay to the Bondholder receiving credit of
interest or refund or Buyback Amount or Maturity Amount so long as our Company has initiated the
process in time.

14.3 Printing of Bank Particulars

As a matter of precaution against possible fraudulent encashment of Consolidated Tranche 1 Bond

Certificates due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily
required to be provided for printing on the Consolidated Tranche 1 Bond Certificate. Applications without
these details are liable to be rejected. However, in relation to applications for dematerialised Bonds, these
particulars will be taken directly from the Depositories. In case of Tranche 1 Bonds held in physical form
either on account of rematerialisation or transfer, the Bondholders are advised to submit their bank account
details with the Registrar before the Record Date failing which the amounts will be dispatched to the postal
address of the Bondholders as held in the records of the Bank. Bank account particulars will be printed on
the Consolidated Tranche 1 Bond Certificates which can then be deposited only in the account specified.

15. Taxation

15.1 The Applicants are advised to consider the tax implications of their respective investment in the Tranche 1
Bonds.

15.2 The interest on Tranche 1 Bonds will be subject to deduction of tax at source at the rates prevailing from
time to time under the provisions of the Income Tax Act or any statutory modification or re-enactment
thereof.

15.3 As per clause (ix) of Section 193 of the Income Tax Act, no income tax is required to be withheld on any
interest payable on any security issued by a company, where such security is in dematerialised form and is
listed on a recognised stock exchange in India in accordance with the SCRA, and the rules notified
thereunder. Accordingly, no income tax will be deducted at source from the interest on Tranche 1 Bonds
held in dematerialised form.

As per clause (v) of Section 193 of the Income Tax Act, no income tax is required to be withheld on any
interest payable on Tranche 1 bonds held in a physical form in case the interest does not exceed ` 2,500 in
a financial year.

15.4 Senior citizens, who are 65 or more years of age at any time during the financial year, can submit a self-
declaration in the prescribed Form 15H for non-deduction of tax at source in accordance with the
provisions of section 197A even if the aggregate income credited or paid or likely to be credited or paid
exceeds the maximum limit for the financial year. To ensure non-deduction/lower deduction of tax at
source from interest on Bonds, the resident Applicant is required to submit Form 15G/15H/certificate
under section 197 of the Income Tax Act or other evidence, as may be applicable, with the Application
Form, or send to the Registrar along with a copy of the Application Form on or before the closure of the
Issue. Subsequently, Form 15G/15H/certificate under section 197 of the Income Tax Act or other
evidence, as may be applicable, may be submitted to our Company or to such person at such address as
may be notified by us from time to time, quoting the name of the sole or first Bondholder, Bondholder
number and the distinctive number(s) of the Bond(s) held, at least one month prior to the interest payment
date.

15.5 Applicants are required to submit Form 15G or 15H or original certificate issued under section 197 of the
Income Tax Act or other evidence in each financial year to ensure non-deduction or lower deduction of tax
at source from interest on Bonds.

15.6 If the Applicant is eligible to submit Form 15G or 15H, he is required to tick at the relevant place on the
Application Form, to send a blank copy of the form to the Applicants. Blank declaration form will be
furnished to other Applicants on request made at least two months prior to the interest payment date. This

46
 facility is being provided for the convenience of Applicants and we will not be liable in any manner,
whatsoever, in case the Applicant does not receive the form.

15.7 As per the prevailing tax provisions, Form 15G cannot be submitted if the aggregate of income of the
nature referred to in section 197A of the Income Tax Act viz. dividend, interest etc. as prescribed therein,
credited or paid or likely to be credited or paid during the financial year in which such income is to be
included exceeds the maximum amount which is not chargeable to tax.

15.8 Tax exemption certificate or document, if any, must be lodged at the office of the Registrar prior to the
Record Date or as specifically required. Tax applicable on coupon 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
Income Tax Act and / or any other statutory modification, re-enactment or notification as the case may be.
A tax deduction certificate will be issued for the amount of tax so deducted on annual basis.

16. Security

The Tranche 1 Bonds issued by our Company will be secured. Our Company will create security in favour
of Debenture Trustee pursuant to the terms of the Debenture Trust Deed.

17. Events of Defaults

17.1 The Debenture Trustee at its discretion may, and if so requested in writing by the Bondholders of not less
than 75 percent in principal amount of the Tranche 1 Bonds then outstanding or if so directed by a Special
Resolution passed by the Bondholders, shall give notice to our Company specifying that the Bonds and/or
any particular Series of Bonds, in whole but not in part are and have become due and repayable for the
early redemption amount on such date as may be specified in such notice inter alia if any of the events
(each an “event of default”) specified therein occurs

17.2 The list given below is an indicative list of events of default and a complete list of event of default and its
consequences shall be specified in the Debenture Trust Deed. Events of default shall include but not be
limited to the following:

(i) Default is made in any payment of the principal amount due in respect of any series of Tranche 1
Bonds and such failure continues for a period of 30 Working Days;
(ii) Our Company does not perform or comply with one or more of its other material obligations in
relation to the Tranche 1 Bonds or the Debenture Trust cum Hypothecation Deed which default is
incapable of remedy or, if in the opinion of the Debenture Trustee capable of remedy, is not
remedied within 30 Working Days after written notice of such default shall have been given to our
Company by the Debenture Trustee and which has a material adverse effect on our Company;
(iii) Our Company is (or is deemed by law or a court to be) insolvent or bankrupt or unable to pay (in
the opinion of the Debenture Trustee) a material part of its debts, or stops, suspends or threatens to
stop or suspend payment of all or (in the opinion of the Debenture Trustee) a material part of (or of
a particular type of) its debts; or
(iv) Any encumbrancer takes possession or an administrative or other receiver or an administrator is
appointed of the whole or (in the opinion of the Debenture Trustee) any substantial part of the
property, assets or revenues of our Company (as the case may be) and is not discharged within 45
Working Days.

17.3 The early redemption amount payable upon the occurrence of an Event of Default shall be as detailed in
the Debenture Trust cum Hypothecation Deed.

17.4 If an Event of Default occurs which is continuing, the Debenture Trustee may with the consent of the
Bondholders, obtained in accordance with the provisions of the Debenture Trust Deed and with a prior
written notice to our Company, take action in terms of the Debenture Trust Deed.

17.5 In case of default in the redemption of Tranche 1 Bonds, in addition to the payment of interest and all other
monies payable hereunder on the respective due dates, our Company shall also pay interest on the
defaulted amounts. Arrears of liquidated damages shall carry interest at 2% per annum on the defaulted
amount and shall be payable on the footing of compound interest with quarterly rests.

18. Bondholder’s Rights, Nomination Etc.

18.1 Bondholder Not a Shareholder

47
 The Bondholders will not be entitled to any of the rights and privileges available to the equity and
preference shareholders of our Company.

18.2 Rights of Bondholders

Some of the significant rights available to the Bondholders are as follows:

(a) The Tranche 1 Bonds shall not, except as provided in the Companies Act, confer upon the holders
thereof any rights or privileges available to members of our Company including the right to receive
notices or annual reports of, or to attend and / or vote, at our Company’s general meeting(s).
However, if any resolution affecting the rights of the Bondholders is to be placed before the
shareholders, the said resolution will first be placed before the concerned registered Bondholders for
their consideration. In terms of Section 219(2) of the Companies Act, holders of Tranche 1 Bonds
shall be entitled to a copy of the balance sheet on a specific request made to our Company.

(b) The rights, privileges and conditions attached to the Tranche 1 Bonds 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 Tranche 1 Bonds or with the sanction of a Special Resolution passed at a meeting of
the concerned Bondholders, provided that nothing in such consent or resolution shall be operative
against our Company, where such consent or resolution modifies or varies the terms and conditions
governing the Tranche 1 Bonds, if modification, variation or abrogation is not acceptable to our
Company.

(c) The registered Bondholder or in case of joint-holders, the person whose name stands first in the
Register of Bondholders shall be entitled to vote in respect of such Tranche 1 Bonds, either by being
present in person or, where proxies are permitted, by proxy, at any meeting of the concerned
Bondholders summoned for such purpose and every such Bondholder shall be entitled to one vote
on a show of hands and on a poll, his or her voting rights shall be in proportion to the outstanding
nominal value of Tranche 1 Bonds held by him or her on every resolution placed before such
meeting of the Bondholders

(d) Tranche 1 Bonds may be rolled over with the consent in writing of the holders of at least three-
fourths of the outstanding amount of the Tranche 1 Bonds or with the sanction of a Special
Resolution passed at a meeting of the concerned Bondholders after providing at least 21 days prior
notice for such roll-over and in accordance with the Debt Regulations. Our Company shall redeem
the Tranche 1 Bonds of all the Bondholders, who have not given their positive consent to the roll-
over.

The above rights of Bondholders are merely indicative. The final rights of the Bondholders will be as per
the Debenture Trust cum Hypothecation Deed to be executed by our Company with the Debenture Trustee.

“Special Resolution” for the purpose of this section is a resolution passed at a meeting of Bondholders of
at least three-fourths of the outstanding amount of the Bonds, present and voting.

18.3 Succession

Where Tranche 1 Bonds are held in joint names and one of the joint holders dies, the survivor(s) will be
recognized as the Bondholder(s). It will be sufficient for our Company to delete the name of the deceased
Bondholder 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 Bondholder after obtaining evidence such as
probate of a will for the purpose of proving his title to the Bonds. In the event of demise of the sole or first
holder of the Bonds, our Company will recognise the executors or administrator of the deceased
Bondholders, or the holder of the succession certificate or other legal representative as having title to the
Bonds 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 Tranche 1 Bonds by way of succession, the following
steps have to be complied with:

48
 (a) Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bonds
were acquired by the non-resident Indian as part of the legacy left by the deceased Bondholder.
(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.

18.4 Nomination Facility to Bondholder

18.4.1 In accordance with Section 109A of the Act, the sole Bondholder or first Bondholder, along with other
joint Bondholders (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
Tranche 1 Bond. A person, being a nominee, becoming entitled to the Tranche 1 Bond by reason of the
death of the Bondholders, shall be entitled to the same rights to which he will be entitled if he were the
registered holder of the Tranche 1 Bond. Where the nominee is a minor, the Bondholders may make a
nomination to appoint any person to become entitled to the Tranche 1 Bond(s), in the event of his death,
during the minority. A nomination shall stand rescinded upon sale of a Tranche 1 Bond by the person
nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the
Tranche 1 Bond is held by two or more persons, the nominee shall become entitled to receive the amount
only on the demise of all the Bondholders Fresh nominations can be made only in the prescribed form
available on request at our Company’s registered or administrative office or at such other addresses as may
be notified by our Company.

18.4.2 The Bondholders are advised to provide the specimen signature of the nominee to our Company to
expedite the transmission of the Tranche 1 Bond(s) to the nominee in the event of demise of the
Bondholders. 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.

18.4.3 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
our Company’s Board or Committee of Directors, as the case may be, elect either:

(a) to register himself or herself as the holder of the Tranche 1 Bonds; or

(b) to make such transfer of the Tranche 1 Bonds, as the deceased holder could have made.

18.4.4 Further, our Company’s Board or Committee of Directors, as the case may be, may at any time give notice
requiring any nominee to choose either to be registered himself or herself or to transfer the Tranche 1
Bonds, and if the notice is not complied with, within a period of 90 days, our Company’s Board or
Committee of Directors, as the case may be, may thereafter withhold payment of all interests or other
monies payable in respect of the Tranche 1 Bonds, until the requirements of the notice have been complied
with.

18.4.5 Notwithstanding anything stated above, Applicants to whom the Tranche 1 Bonds are credited in
dematerialised form need not make a separate nomination with our Company. Nominations registered with
the respective Depository Participant of the Bondholder will prevail. If the Bondholders require changing
their nomination, they are requested to inform their respective Depository Participant. For Applicants who
opt to hold the Tranche 1 Bonds in physical form, the Applicant is required to fill in the details for
“Nominees” as provided in the Application Form.

19. Debenture Trustees

19.1 Our Company has appointed Axis Trustee Services Limited to act as the Debenture Trustee for the
Bondholders. Our Company intends to enter into a Debenture Trust Deed with the Debenture Trustee, the
terms of which will govern the appointment and functioning of the Debenture Trustee and shall specify the
powers, authorities and obligations of the Debenture Trustee. Under the terms of the Debenture Trust
Deed, our Company will covenant with the Debenture Trustee that it will pay the Bondholders the
principal amount on the Tranche 1 Bonds on the relevant Maturity Date and also that it will pay the
interest due on Tranche 1 Bonds on the rate specified under the Debenture Trust Deed.

19.2 The Bondholders shall, without further act or deed, be deemed to have irrevocably given their consent to
the Debenture Trustee or any of their agents or authorised officials to do all such acts, deeds, matters and
things in respect of or relating to the Tranche 1 Bonds as the Debenture Trustee may in their absolute
discretion deem necessary or require to be done in the interest of the Bondholders Any payment made by
our Company to the Debenture Trustee on behalf of the Bondholders shall discharge our Company pro
49
 tanto to the Bondholders All the rights and remedies of the Bondholders shall vest in and shall be exercised
by the Debenture Trustee without reference to the Bondholders No Bondholder shall be entitled to proceed
directly against our Company unless the Debenture Trustee, having become so bound to proceed, failed to
do so.

19.3 The Debenture Trustee will protect the interest of the Bondholders in the event of default by our Company
in regard to timely payment of interest and repayment of principal and they will take necessary action at
our Company’s cost.

20. Miscellaneous

20.1 Loan against Tranche 1 Bonds

The Tranche 1 Bonds cannot be pledged or hypothecated for obtaining loans from scheduled commercial
banks during the Lock-in Period.

20.2 Lien

Our Company shall have the right of set-off and lien, present as well as future on the moneys due and
payable to the Bondholder or deposits held in the account of the Bondholder, whether in single name or
joint name, to the extent of all outstanding dues by the Bondholder to our Company.

20.3 Lien on Pledge of Tranche 1 Bonds

Our Company, at its discretion, may note a lien or pledge of Tranche 1 Bonds if such pledge of Tranche 1
Bond is accepted by any bank or institution for any loan provided to the Bondholder against pledge of such
Tranche 1 Bonds as part of the funding subject to applicable laws.

20.4 Joint-holders

Where two or more persons are holders of any Tranche 1 Bond (s), they shall be deemed to hold the same
as joint holders with benefits of survivorship subject to Articles and applicable law.

20.5 Sharing of Information

Our Company may, at its option, use its own, as well as exchange, share or part with any financial or other
information about the Bondholders available with our Company, its subsidiaries and affiliates and other
banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither our
Company nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid
information.

20.6 Notices

All notices to the Bondholders required to be given by our Company or the Debenture Trustee shall be
published in one English language newspaper having wide circulation and one regional language daily
newspaper in Kolkata and also will be sent by post/courier to the registered Bondholders from time to
time.

20.7 Issue of Duplicate Consolidated Tranche 1 Bond Certificate(s)

If any Consolidated Tranche 1 Bond Certificate is mutilated or defaced it may be replaced by our
Company against the surrender of such Consolidated Tranche 1 Bond Certificates, provided that where the
Consolidated Tranche 1 Bond Certificates are mutilated or defaced, they will be replaced only if the
certificate numbers and the distinctive numbers are legible.

If any Consolidated Tranche 1 Bond Certificate is destroyed, stolen or lost then upon production of proof
thereof to the Bank’s satisfaction and upon furnishing such indemnity/security and/or documents as we
may deem adequate, duplicate Consolidated Tranche 1 Bond Certificate(s) shall be issued.

20.8 Future Borrowings

Our Company shall be entitled to borrow or raise loans or create encumbrances or avail financial
assistance in whatever form, and also issue promissory notes or debentures or other securities in any
50
 manner having such ranking, pari passu or otherwise and change the capital structure including the issue
of shares of any class, on such terms and conditions as our Company may deem appropriate, without the
consent of, or intimation to the Bondholders or the Debenture Trustee in this connection.

Further, our Company shall be at liberty from time to time during the continuance of the security to issue
at such future dates and in such denomination as it considers advisable, further convertible and/or non-
convertible debentures and/or to raise further loans, advances and/or avail further financial and/or
guarantee facilities from financial institutions, banks, and/or any other persons or entities in any other form
by creating further pari-passu charge on the property charged/mortgaged to the Debenture Trustees in
respect of the Tranche 1 Bonds to be issued in pursuance of this Prospectus - Tranche 1 subject to
obtaining the prior written consent of the Debenture Trustee. Consent of Debenture holders / Beneficial
owners of this Tranche 1 Issue is not required to be obtained for creation of further charge / pari-passu
mortgage on the immovable property charged/mortgaged to the Debenture Trustees in respect of such
future issue(s) of securities.

20.9 Jurisdiction

The Tranche 1 Bonds, the Debenture Trust Deed, the Tripartite Agreements with the Depositories and
other relevant documents shall be governed by and construed in accordance with the laws of India. Our
Company has in the Debenture Trust Deed agreed, for the exclusive benefit of the Debenture Trustee and
the Bondholders, 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 Tranche 1 Bonds 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 Bonds may be brought only in the courts in Kolkata.

51
 ISSUE PROCEDURE
This section applies to all Applicants. Please note that all Applicants are required to make payment of the full
Application money along with the Application Form.
The Shelf Prospectus and this Prospectus – Tranche 1 and the Application Forms together with the Abridged
Prospectus may be obtained from our Registered Office or from the Lead Managers In addition, Application Forms
would also be made available to BSE where listing of the Tranche 1 Bonds is sought, and to brokers, being
members of BSE, upon their request.
Application Form
Applicants are required to submit their applications through the Bankers to the Issue. Such Applicants shall only
use the specified Application Form bearing the stamp of the Banker to the Issue or the Lead Managers for the
purpose of making an application in terms of the Shelf Prospectus and this Prospectus – Tranche 1. While
submitting the Application Form the investors should ensure that the date stamp on their counter foil matches with
the date stamp on the part of the Application Form being retained by the Banker to the Issue.
WHO CAN APPLY
The following categories of persons are eligible to apply in the Issue:
 Individuals resident in India (as per Income tax Act), who are not minors, in single or joint names (not more
than three); and
 Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that
the application is being made in the name of the HUF in the Application Form as follows: “Name of Sole or
First Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Applications by HUFs would be considered at par with those from individuals.
Please note that non-resident investors including NRIs, FIIs and erstwhile OCBs are not eligible to
participate in the Issue.
Application Size
Applications are required to be for a minimum of 1 Tranche 1 Bond and multiples of 1 Tranche 1 Bond thereafter.
For the purpose of fulfilling the requirement of minimum subscription of 1 Tranche 1 Bond, an Applicant may
choose to apply from any of the Series of the Tranche 1 Bonds.
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
Applications must be:
(a). Made only in the prescribed Application Form.
(b). Completed in block letters in English as per the instructions contained herein and in the Application Form,
and are liable to be rejected if not so completed. Applicants should note that the Bankers to the Issue will
not be liable for errors in data entry due to incomplete or illegible Application Forms.
(c). In single name or in joint names (not more than three, and in the same order as their Depository Participant
details).
(d). Applications are required to be for minimum of 1 Tranche 1 Bonds and in multiples of 1 Tranche 1 Bond
thereafter. An Applicant may choose to apply for the Tranche 1 Bonds across the same series or different
series. The applications without the minimum specified lot shall be rejected by our Company.
(e). Thumb impressions and signatures other than in English/ Hindi/ Bengali or any of the other languages
specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or Notary
Public or a Special Executive Magistrate under his official seal.
(f). No receipt would be issued by our Company for the Application money. However, the Bankers to the
Issue, on receiving the Applications will acknowledge receipt by stamping and returning the
acknowledgment slip to the Applicant. While submitting the Application Form the Applicant should
ensure that the date stamp on their counter foil matches with the date stamp on the part of the Application
Form being retained by the Banker to the Issue.
(g). All Application Forms duly completed together with cheque/demand draft for the amount payable on
application must be delivered before the closing of the Tranche 1 Issue to any of the Bankers to the Issue
or collection centre(s)/ agent(s) as may be specified before the closure of the Issue.
(h). Every Applicant should hold valid Permanent Account Number (PAN) and mention the same in the
Application Form.
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IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE APPLICATION FORM DO NOT
MATCH WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE
DEPOSITORIES, THE APPLICATION FORM IS LIABLE TO BE REJECTED. IN THE EVENT AN
APPLICANT OPTS TO HOLD THE TRANCHE 1 BONDS IN PHYSICAL FORM KYC DOCUMENTS
ARE MANDATORILY REQUIRED TO BE SUBMITTED. SUCH APPLICANTS NEED NOT PROVIDE
ANY DETAILS OF THEIR DEMAT ACCOUNT. HOWEVER, IF SUCH DETAILS ARE PROVIDED,
OUR COMPANY RESERVES THE RIGHT BUT DOES NOT HAVE THE OBLIGATION TO DO THE
KYC CHECK FROM THE DEMAT ACCOUNT DETAILS. INSERTION OF DEMAT ACCOUNT
DETAILS DOES NOT ALLEVIATE THE APPLICANT FROM PROVIDING THE KYC DOCUMENTS.
BASED ON THE INFORMATION PROVIDED BY THE DEPOSITORIES, OUR COMPANY SHALL
HAVE THE RIGHT TO ACCEPT BIDS BELONGING TO AN ACCOUNT FOR THE BENEFIT OF A
MINOR (UNDER GUARDIANSHIP).
FOR HOLDERS OF PHYSICAL TRANCHE 1 BONDS, THE ADDRESS TO WHICH SUCH
CERTIFICATES MUST BE DISPATCHED MUST BE MENTIONED.
The demat accounts for Applicants for which PAN details have not been verified shall be “suspended for
credit” and no allotment of Tranche 1 Bonds pursuant to the Tranche 1 Issue shall be made into accounts of
such Applicants.
GENERAL INSTRUCTIONS
Do’s:
1. Check if you are eligible to apply.
2. Read all the instructions carefully and complete the Application Form in all respects by providing all the
information including PAN and demographic details.
3. Applications are required to be in single or joint names (not more than three).
4. Ensure that the details about the Depository Participant and beneficiary account are correct and the demat
account is active (if demat option is preferred). The requirement for providing Depository Participant
details shall be mandatory only for Applicants who wish to subscribe to the Tranche 1 Bonds in
dematerialized form. Any Applicant who provides the Depository Participant details in the Application
Form shall be Allotted the Tranche 1 Bonds in the dematerialized form only. Such Applicant shall not be
Allotted the Tranche 1 Bonds in physical form.
5. 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.
6. Applicant’s Bank Account details.
7. The Tranche 1 Bonds shall be allotted in dematerialised form or in physical form. The Registrars to the
Issue will obtain the Applicant’s bank account details from the Depository in case of allotment in
dematerialized form or from the Application Form in case of allotment in physical form.
8. The Applicant should note that in case of allotment in dematerialized form, on the basis of the name of the
Applicant, Depository Participant’s (DP) name, Depository Participants identification number and
beneficiary account number provided by them in the Application Form, the Registrar to the Issue will
obtain from the Applicant’s DP A/c, the Applicant’s bank account details. Applicants are advised to ensure
that bank account details are updated in their respective DP A/c and correct as these bank account details
would be printed on the refund order(s), if any. The Applicants desirous of subscribing to the Tranche 1
Bonds in physical form should ensure that they have provided the correct bank account details in the
Application Form, and provided a self attested copy of a cancelled cheque of the bank account to which the
amounts pertaining to refunds, interest and redemption, as applicable, should be credited as these bank
account details would be printed on the refund order(s), if any. Please note that failure to do so could result
in delays in credit of refunds to Applicants at the their sole risk and neither the Lead Managers nor the Co-
Lead Managers nor our Company nor the Refund Bank nor the Registrar shall have any responsibility and
undertake any liability for the same.
9. Applications under Power of Attorney: Unless we specifically agree in writing, and subject to such terms
and conditions as we may deem fit, in the case of applications made under Power of Attorney, a certified
copy of the Power of Attorney is required to be lodged separately, along with a copy of the Application
Form at the office of the Registrar to the Issue simultaneously with the submission of the Application Form,
indicating the name of the Applicant along with the address, application number, date of submission of the
Application Form, name of the bank and branch where it was deposited, Cheque/Demand Draft Number
and the bank and branch on which the Cheque/Demand Draft was drawn.
10. Permanent Account Number: All Applicants should mention their PAN allotted under the Income Tax Act
in the Application Form. In case of joint applicants, the PAN of the first Applicant should be provided and
for HUFs, PAN of the HUF should be provided. The PAN would be the sole identification number for
participants transacting in the securities markets, irrespective of the amount of the transaction. Any
53
 Application Form without the PAN is liable to be rejected. It is to be specifically noted that Applicants
should not submit the GIR Number instead of the PAN as the application is liable to be rejected on this
ground.
11. Joint Applications: Applications may be made in single or joint names (not exceeding three). 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 at the address
mentioned therein.
12. Multiple Applications: An Applicant shall be allowed to use a single application to apply for Tranche 1
Bonds for multiple options. All additional applications, if any, made by the Investor either for one option or
multiple options shall be considered valid, aggregated based on the PAN of the first Applicant and shall be
considered for allotment as per the procedure detailed under Basis of Allotment.
13. Applicants are requested to write their names and application serial number on the reverse of the
instruments by which the payments are made.
14. Tax Deduction at Source: Persons (other than companies and firms) resident in India claiming interest on
bonds without deduction of tax at source are required to submit Form 15G/Form 15H at the time of
submitting the Application Form, in accordance with and subject to the provisions of the Income Tax Act.
Other Applicants can submit a certificate under section 197 of the Income Tax Act. For availing the
exemption from deduction of tax at source from interest on Tranche 1 Bonds the Applicant is required to
submit Form 15G/ 15H/ certificate under section 197 of the Income Tax Act/ valid proof of exemption, as
the case may be along with the name of the sole/ first Applicant, Bondholder number and the distinctive
numbers of Tranche 1 Bonds held to us on confirmation of Allotment. Applicants are required to submit
Form 1 5G/ 15H/ certificate under section 197 of the Income Tax Act/ valid proof of exemption each
financial year.
15. Category: All Applicants are requested to tick the relevant column “Category of Investor” in the
Application Form.
16. Ensure that the Applicants have specified the series of the Tranche 1 Bonds that they wish to subscribe to.
The Application Forms which do not indicate the series for which the Applicant has applied shall be
allotted such series of Tranche 1 Bonds as will be more specifically set out in the respective Tranche
Prospectus.
17. Ensure that the applications are submitted to the Bankers to the Issue or collection centre(s)/ agents as may
be specified before Tranche 1 Issue Closing Date;
18. Ensure that the 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. In case the Application Form is submitted in
joint names, ensure that the beneficiary account is also held in same joint names and such names are in the
same sequence in which they appear in the Application Form.
19. For holding the Tranche 1 Bonds in physical form: (i) Please select the option for holding the Tranche 1
Bonds in physical form in the Application Form; (ii) please provide full details under “Applicants Details”,
the bank account details in the Application Form; and (iii) provide self attested copies of the KYC
Documents along with the Application Form .

Don’ts:
1. Do not make an application for lower than the minimum Application size.
2. Do not pay the Application Amount in cash, by money order or by postal order or by stockinvest.
3. Do not send Application Forms by post; instead submit the same to a Banker to the Issue only.
4. Do not submit the GIR number instead of the PAN as the Application Form is liable to be rejected on this
ground.
5. Do not submit the Application Forms without the full Application Amount.
For further instructions, please read the Application Form carefully.
PAYMENT INSTRUCTIONS
Escrow Mechanism
Our Company shall open Escrow Account(s) with one or more Escrow Collection Bank(s) in whose favour the
Applicants shall make out the cheque or demand draft in respect of his or her application. Cheques or demand drafts
received for the Application Amount from Applicants would be deposited in the Escrow Account.
The Escrow Collection Banks will act in terms of the Shelf Prospectus, this Prospectus – Tranche 1 and the Escrow
Agreement. The Escrow Collection Banks, for and on behalf of the Applicants, shall maintain the monies in the
Escrow Account until creation of security for the Tranche 1 Bonds. The Escrow Collection Banks shall not exercise
any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Applicants.
The Escrow Collection Banks shall transfer the funds represented by Allotment of the Tranche 1 Bonds from the
Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account after the creation of

54
security. Payments of refund to the Applicants shall also be made from the Refund Account as per the terms of the
Shelf Prospectus, this Prospectus – Tranche 1 and the Escrow Agreement.
Payment into Escrow Account
Each Applicant shall draw a cheque or demand draft or remit the funds electronically through the NEFT / RTGS
mechanism for the Application Amount as per the following terms:
a. All Applicants would be required to pay the full Application money at the time of the submission of the
Application Form.
b. The Applicants shall, with the submission of the Application Form, draw a payment instrument for the
Application money in favour of the Escrow Account and submit the same to Bankers to the Issue. If the
payment is not made favouring the Escrow Account along with the Application Form, the Application shall
be rejected.
c. The payment instruments for payment into the Escrow Account should be drawn in favour of “SIFL –
Infra Bonds 2012 – Tranche 1”.
d. The monies deposited in the Escrow Account will be held for the benefit of the Applicants until the
Designated Date.
e. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as
per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue. The
Escrow Collection Bank shall also transfer all amounts payable to Applicants whose applications have been
rejected by our Company to the Refund Account(s) with the Refund Bank. The Refund Bank shall refund
all the amounts to the Applicants in terms of the Escrow Agreement.
f. Payments should be made by cheque, or a demand draft drawn on any bank (including a Co-operative bank)
or through RTGS or NEFT, which is situated at, and is a member of or sub-member of the bankers’ clearing
house located at the centre where the Application Form is submitted. 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.
g. Cash/ stockinvest/ money orders/ postal orders will not be accepted.
Submission of Application Forms
All Application Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to
the Bankers to the Issue during the Tranche 1 Issue period.
No separate receipts shall be issued for the money payable on the submission of Application Form. However, the
collection centre of the Bankers to the Issue will acknowledge the receipt of the Application Forms by stamping and
returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the
Application Form for the records of the Applicant.
KYC Documents
Self-attested copies of the following documents are required to be submitted by the Applicants as KYC Documents:
1. Proof of identification for individuals; the following documents are accepted as proof for individuals:
 Passport
 Voter’s ID
 Driving Licence
 Government ID Card
 Defence ID Card
 Photo PAN Card
 Photo Ration Card

2. Proof of residential address; the following documents are accepted as proof of residential address:
 Passport
 Voter’s ID
 Driving Licence
 Ration Card
 Society Outgoing Bill
 Life Insurance Policy
 Electricity Bill
 Telephone (Land/Mobile) Bill

3. Copy of the PAN card

Online Applications
55
Our Company may decide to offer an online application facility for the Tranche 1 Bonds, as and when permitted by
applicable laws, subject to the terms and conditions prescribed.
Tranche 1 Bonds in dematerialised form with NSDL or CDSL
(i) An Applicant applying for the Tranche 1 Bonds in dematerialised form must have at least one beneficiary
account with either of the Depository Participants of either NSDL or CDSL prior to making the
application.
(ii) The Applicant must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s identification number) appearing in the Application Form.
(iii) Allotment to an Applicant will be credited in electronic form directly to the beneficiary account (with the
Depository Participant) of the Applicant.
(iv) 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.
(v) If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in
the Application Form, it is liable to be rejected.
(vi) The Applicant is responsible for the correctness of his or her demographic details given in the Application
Form vis-à-vis those with his or her Depository Participant.
(vii) Tranche 1 Bonds in electronic form can be traded only on the stock exchanges having electronic
connectivity with NSDL and CDSL. BSE where the Tranche 1 Bonds are proposed to be listed has
electronic connectivity with CDSL and NSDL.
(viii) The trading of the Tranche 1 Bonds on the Stock Exchange shall be in dematerialised form only.
Allottees will have the option to re-materialise the Tranche 1 Bonds so Allotted as per the provisions of the
Companies Act and the Depositories Act.
Tranche 1 Bonds to be held in physical form
Our Company shall dispatch physical certificates of Tranche 1 Bonds to Applicants who select the option for
holding the Tranche 1 Bonds in physical form in the Application Form.
For holding the Tranche 1 Bonds in physical form: (i) Please select the option for holding the Tranche 1 Bonds in
physical form in the Application Form; (ii) please provide full details under “Applicants Details”, the bank account
details in the Application Form; and (iii) provide self attested copies of the KYC Documents along with the
Application Form.
In case of Tranche 1 Bonds that are issued in physical form, our Company will issue one certificate to the
Bondholder for the aggregate amount of the Tranche 1 Bonds that are allotted (each such certificate a “Consolidated
Tranche 1 Bond Certificate”). Our Company shall dispatch the Consolidated Tranche 1 Bond Certificate to the
address of the Applicant provided in the Application Form within 15 Working Days from the Deemed Date of
Allotment.
In case of joint holders, the names should be in the proper sequence i.e. the Application Form should clearly state
the first holder and the joint holder.
If incomplete or incorrect details are given under the heading ‘Applicants Details’ in the Application Form, it is
liable to be rejected.
The trading of the Tranche 1 Bonds on the Stock Exchange shall be in dematerialised form only and Bondholders
holding the Tranche 1 Bonds in physical form will be required to rematerialize the Tranche 1 Bonds if they wish to
trade in the same.
Allottees will have the option to dematerialise the Tranche 1 Bonds so Allotted as per the provisions of the
Companies Act and the Depositories Act.
PLEASE NOTE THAT, SUBJECT TO THE LOCK-IN PERIOD, TRADING OF TRANCHE 1 BONDS ON
THE STOCK EXCHANGES SHALL BE IN DEMATERIALISED FORM ONLY IN MULTIPLE OF ONE
TRANCHE 1 BOND.
Communications
All future communications in connection with applications made in the Tranche 1 Issue should be addressed to the
Registrar to the Issue, quoting all relevant details regarding the Applicant/application. Applicants may address our
Compliance Officer as well as the contact persons of the Lead Managers and the Registrar to the Issue in case of

56
any post-Issue related problems such as non-receipt of letters of Allotment/credit of Tranche 1 Bonds in the
Depositary’s beneficiary account/refund orders, etc.
Rejection of Applications
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 would be liable to be rejected on one or more technical grounds, including but not restricted to:
 Number of Tranche 1 Bonds applied for is less than the minimum application size;
 Applications not duly signed by the sole/joint Applicants;
 Applications for a number of Tranche 1 Bonds which is not in a multiple of 1;
 Investor category not ticked;
 Application amount paid not tallying with the number of Tranche 1 Bonds applied for;
 Bank account details not given;
 Individuals resident in India who are not competent to contract under the Indian Contract Act, 1872, as
amended;
 In case of applications under Power of Attorney where relevant documents not submitted;
 Applications by persons/entities who have been debarred from accessing the capital markets by SEBI;
 Applications by any persons outside India;
 Application by stockinvest;
 Address not provided in case of exercise of option to hold Tranche 1 Bonds in physical form;
 Applications accompanied by cash / money order/ postal order;
 Applications without PAN;
 GIR number furnished instead of PAN; and
 DP ID, Client ID and PAN mentioned in the Application Form do not match with the DP ID, Client ID and
PAN available in the records with the depositories.
 Copy of KYC documents not provided in case of exercise of option to hold Tranche 1 Bonds in physical form.
The collecting bank shall not be responsible for rejection of the application on any of the technical grounds
mentioned above.
Application form received after the closure of the Tranche 1 Issue shall be rejected.
In the event, if any Tranche 1 Bond(s) applied for is/are not allotted, the application monies of such Tranche 1
Bonds will be refunded, as may be permitted under the provisions of applicable laws.
Basis of Allotment
Our Company shall finalise the Basis of Allotment in consultation with the Lead Managers, Designated Stock
Exchange and Registrar to the Issue. The executive director (or any other senior official nominated by them) of the
Designated Stock Exchange along with the Lead Managers and the Registrar shall be responsible for ensuring that
the Basis of Allotment is finalised in a fair and proper manner.
Subject to the provisions contained in this Prospectus – Tranche 1 and the Articles of Association of our Company,
the Board or the Committee of Directors will to Allot the Tranche 1 Bonds under the Prospectus – Tranche 1 on a
first come first basis up to the Tranche 1 Issue Closing Date, regardless of the Series of Tranche 1 Bonds applied
for.
However, in the event of oversubscription above ` 3,000 Million, for valid applications for the Tranche 1 Bonds
received on the date of oversubscription, the Tranche 1 Bonds shall be allotted proportionately, subject to the
overall limit of ` 3,000 Million. Any applications for Tranche 1 Bonds received after the date of oversubscription or
Tranche 1 Issue Closing Date, whichever is earlier, shall be rejected.
Letters of Allotment/ Refund Orders
Our Company reserves, in its absolute and unqualified discretion and without assigning any reason thereof, the right
to reject any application in whole or in part. The unutilised portion of the Application Money will be refunded to
the Applicant by an account payee cheque/demand draft. In case the cheque payable at par facility is not available,
we reserve the right to adopt any other suitable mode of payment.
Our Company shall credit the allotted Tranche 1 Bonds to the respective beneficiary accounts/dispatch the Letter(s)
of Allotment or Letter(s) of Regret/ Refund Orders by registered/speed post at the Applicant’s sole risk.
Further,
(a) Allotment of the Tranche 1 Bonds shall be made within 30 days of the Tranche 1 Issue Closing Date;
(b) Credit to dematerialised accounts will be made within two Working Days from the date of Allotment;
57
(c) Dispatch of physical certificates shall be within 15 Working Days from the date of Allotment;
(d) Our Company shall pay interest at 5% per annum if the Allotment has not been made and/ or the Refund
Orders have not been dispatched to the Applicants beyond the time period prescribed under the Act for this
purposes.
Our Company will provide adequate funds to the Registrar to the Issue, for this purpose.
Filing of the Shelf Prospectus and Tranche Prospectus with the ROC
A copy of the Shelf Prospectus and this Prospectus – Tranche 1 has been filed with the Registrar of Companies in
terms of Sections 56 & 60 of the Companies Act.
Pre-Issue Advertisement
Subject to Section 66 of the Companies Act, our Company shall, on or before the Tranche 1 Issue Opening Date,
publish a pre-Issue advertisement, in the form prescribed by the Debt Regulations, in one national daily newspaper
with wide circulation.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the
Companies Act, which is reproduced below:
“Any person who:
(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares
therein, or
(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other
person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five
years”
Issue of Certificates
Letter(s) of Allotment will be dispatched at the sole risk of the Applicant, through registered/speed post, within 15
days from the date of closure of the Issue, or such extended time as may be permitted under applicable laws.
Listing
The Tranche 1 Bonds are proposed to be listed on the BSE. BSE is the designated stock exchange with which the
Basis of Allotment will be finalised.
If the permissions to deal in and for an official quotation of the Tranche 1 Bonds are not granted by the Stock
Exchanges, we shall forthwith repay, without interest, all such moneys received from the applicants in pursuance of
Prospectus – Tranche 1. If such money is not repaid within eight days after we become liable to repay it, then our
Company and every Director of our Company who is an officer in default shall, on and from such expiry of eight
days, be liable to repay the money, with interest at the rate of 5% p.a. on Application Money, as prescribed under
Section 73 of the Companies Act.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchange are taken within seven Working Days from the date of Allotment.
Utilisation of Application Money
The sums received in respect of the Tranche 1 Issue will be kept in the Escrow Account and our Company will have
access to such funds after creation of security for the Tranche 1 Bonds.
Undertaking by the Issuer
We undertake that:
(i). The complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily;
(ii). We shall take necessary steps for the purpose of getting the Tranche 1 Bonds listed in the concerned stock
exchange(s) within the specified time;
(iii). The funds required for dispatch of refund orders/Allotment letters/certificates by registered post shall be
made available to the Registrar to the Issue by us;
(iv). Necessary cooperation to the credit rating agency(ies) shall be extended in providing true and adequate
information till the debt obligations in respect of the Tranche 1 Bonds are outstanding;
(v). We shall forward the details of utilisation of the funds raised through the Tranche 1 Bonds duly certified by
our statutory auditors, to the Debenture Trustee at the end of each half year;
(vi). We shall disclose the complete name and address of the Debenture Trustee in our annual report;

58
(vii). We shall provide a compliance certificate to the Debenture Trustee (on yearly basis) in respect of
compliance with the terms and conditions of issue of Bonds as contained in this Prospectus – Tranche 1;
(viii). The necessary consents for creation of pari passu charge, on our mortgage property will be obtained prior
to filing the Shelf Prospectus with the ROC.

59
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the present Issue

The 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 annual general meeting held on July 30, 2011, authorising the maximum
monetary limit for the purpose of borrowing as ` 200,000 million. The aggregate value of the Debentures offered
under the Prospectus Tranche 1, together with the existing borrowings of our Company, is within the approved
borrowing limits of ` 200,000 million.

The Tranche 1 Issueof Debentures offered under this Prospectus – Tranche 1 is being made pursuant to resolution
passed by the Board of Directors of our Company at its meeting held on December 19, 2011.

In terms of the Notification, the aggregate volume of issuance of long term infrastructure bonds (having benefits
under Section 80CCF of the Income Tax Act) by our Company during FY 2012 shall not exceed 25% of the
incremental infrastructure investment made by our Company during the FY 2011. The incremental infrastructure
investments made by our Company during the FY 2010-11 were ` 34,024.50 million and therefore, the limit for the
Issue is ` 8,506.10 million.

Thus, our Company has been duly authorized to issue the Tranche 1 Bonds. The borrowings under the Tranche 1
Bonds will be within the prescribed limits as aforesaid.

Prohibition by SEBI / Eligibility of our Company to come out with the Issue

Our Company and our Promoter 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 BSE

BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED DECEMBER 28, 2011
PERMISSION TO THIS COMPANY TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS
ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE
LISTED. THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL
PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS
COMPANY. THE EXCHANGE 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 THE EXCHANGE. 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 THE EXCHANGE 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 RBI

RBI HAS ISSUED CERTIFICATE OF REGISTRATION DATED AUGUST 1, 1998 AND A FRESH
CERTIFICATE OF REGISTRATION DATED MARCH 30, 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 THIS PROSPECTUS – TRANCHE 1 NOR SHOULD IT BE
DEEMED THAT RBI HAS APPROVED IT AND THE RBI DOES NOT TAKE ANY RESPONSIBILITY OR

60
 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.

Listing

The Tranche 1 Bonds proposed to be offered in pursuance of the Shelf Prospectus and this Prospectus - Tranche 1 is
proposed to be listed on BSE. If permissions to deal in and for an official quotation of our Tranche 1 Bonds are not
granted by BSE, our Company will forthwith repay, without interest, all moneys received from the applicants in
pursuance of the Shelf Prospectus and this Prospectus – Tranche 1.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchange(s) mentioned above are taken within seven working days from the
date of allotment.

For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the
Options, such Bonds with Option(s) shall not be listed.

Consents

Consents in writing of: (a) the Directors, (b) the Compliance Officer, (c) the Statutory Auditors, (d) Bankers to our
Company, (e) Lead Managers and Co-Lead Managers, (f) Registrar, (g) Legal Advisor to the Issue, (h) Credit Rating
Agency, (i) Lead Brokers, (j) Bankers to the Issue and (k) the Debenture Trustee, to act in their respective capacities,
have been obtained and filed along with a copy of this Prospectus - Tranche 1 with the Stock Exchange.

Expert Opinion

Except for the report of CARE dated December 15, 2011 in respect of the credit rating(s) of the Issue and the letters
furnishing their rationale for their respective rating, the reports in relation to our financial statements and the
statement of tax benefits issued by M/s Haribhakti & Co., Chartered Accountants, our Company has not obtained
any expert opinions.

Common Form of Transfer

The Issuer undertakes that there shall be a common form of transfer for the Tranche 1 Bonds 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
Tranche 1 Bonds and registration thereof.

Minimum Subscription

In terms of the Debt Regulations, an issuer undertaking a public issue of debt securities may disclose the minimum
amount of subscription that it proposes to raise through the issue in the offer document. In the event that an issuer
does not receive the minimum subscription disclosed in the offer, an application monies received in the public issue
are to be refunded. Our Company has decided to set no minimum subscription for the Issue.

Tranche 1 Issue Related Expenses

The expenses of this Tranche 1 Issue include, among others, fees for the Lead Managers, printing and distribution
expenses, legal fees, advertisement expenses and listing fees. The estimated Tranche 1 Issue expenses to be incurred
for the Tranche 1 Issue size of ` 3,000 Million are as follows:

(` In million)
Particulars Percentage of Issue Percentage of Issue Amount
expenses proceeds
Fees paid to the Lead Managers 4.68% 0.15% 4.41
and the Co-Lead Managers
Fees paid to the Debenture 0.76%
Trustees 0.02% 0.72
Fees paid for advertising, 76.99%
marketing and selling & brokerage
commission 2.42% 72.50
Miscellaneous 17.57% 0.55% 16.55
Total 100.00% 3.14% 94.17

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The above expenses are indicative and are subject to change depending on the actual level of subscription to the
Tranche 1 Issue and the number of Allottees, market conditions and other relevant factors
Underwriting

This Tranche 1 Issue has not been underwritten.

Commission or Brokerage on Previous Public Issues

Our Company has made no public issues in the preceding five years.

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)

Other than as disclosed in this section, neither our Company nor any other listed company under the same
management within the meaning of Section 370(1B) of the Act has made any public or rights or composite issue of
capital in the last three years

Public / Rights Issues by our Company and our Promoter

Our Company undertook a public issue of its equity shares in 1992. The particulars of which have been set forth
below.
Date of Opening July 7, 1992
Date of Closing July 16, 1992
Total Issue Size 32,20,000 equity shares of `10/- each
Whether subsequently dividend was declared Yes
Date of Allotment August 31, 1992
Previous issues of shares otherwise than for cash
Pursuant to the Scheme of Amalgamation of Quippo Infrastructure Equipment Limited (Quippo) into and with our
Company sanctioned by the Honourable High Court at Calcutta vide order dated March 3, 2011, our Company had
issued and allotted 294,025,696 Equity Shares of ` 10 each fully paid up of our Company to the shareholders of
Quippo based on the share exchange ratio of 27:10, in consideration of the transfer and vesting of all assets and
liabilities of Quippo into and with our Company. Further, our Company had issued and allotted 9,29,15,839 Equity
Shares of ` 10/- each fully paid up to the equity shareholders of Srei Infra as bonus shares in the ratio of 4 (four)
equity shares of `10/- each (fully paid-up) for every 5 (five) equity shares of `10/- each of Srei Infra held by them as
on the record date, by way of capitalisation of free reserves, pursuant to the aforesaid Scheme of Amalgamation.
Dividend

The details of dividend pay-out by our Company in the previous five years are as follows:

Financial Year ended Dividend Per Share (`) Total Dividend* (` in Mn)
31.03.2011 0.75 438.5
31.03.2010 1.20 162.5
31.03.2009 1.00 135.9
31.03.2008 1.20 163.1
31.03.2007 1.00 127.4
*inclusive of dividend distribution tax
Revaluation of assets

Our Company has not re-valued its assets in the last five years
Trading of Debentures

Subject to the Lock-in period of five years, the Debentures shall be traded on the BSE.

Debentures or bonds and redeemable preference shares and other instruments outstanding by our Company

As at September 30, 2011, our Company had outstanding listed / rated / unrated, secured / unsecured, non-
convertible redeemable debentures and commercial papers aggregating to ` 15,673.55 million. Apart from the
above, there are no outstanding debentures, bonds, redeemable preference shares or other instruments issued by our
Company that are outstanding.
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Mechanism for redressal of investor grievances

Link Intime India 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 should be addressed to the
Registrar giving full details of the applicant, number of Bonds applied for, amount paid on application and the bank
branch or collection centre where the application was submitted etc.

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (West)
Mumbai 400 078
Tel.: +91 22 25960320
Fax :+91 22 25960329
Toll Free : 1-800-22-0320
Email : [email protected]
Investor Grievance Email : [email protected]
Website: www.linkintime.co.in
Contact Person: Mr. Sanjog Sud
Compliance Officer: Mr. Sanjeev Nandu
SEBI Registration No.: INR000004058

In addition, our Company’s Compliance Officer would also handle all investors’ grievances:

Name : Mr. Sandeep Lakhotia

Address : “Vishwakarma”, 86C Topsia Road (South), Kolkata - 700 046
Telephone :( 033) 6160 7734
Fax :( 033) 2285 8501
E-Mail : [email protected]

We estimate that the average time required by the Registrar for the redressal of routine investor grievances will be
seven business days from the date of receipt of the complaint. In case of non-routine complaints and complaints
where external agencies are involved, we will seek to redress these complaints as expeditiously as possible.

Change in auditors of our Company during the last three years

The auditors of our Company during the preceding three years are:

Sl. No. Financial Year Name of the Statutory Auditors

1. 2008-09 Deloitte Haskins & Sells, Chartered Accountants
2. 2009-10 Deloitte Haskins & Sells, Chartered Accountants
3. 2010-11 M/s. Haribhakti & Co, Chartered Accountants

The erstwhile auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, have requested for not being re-
appointed. The current statutory auditor of our Company, M/s Haribhakti & Co., Chartered Accountants having
registration No. 103523W allotted by The Institute of Chartered Accountants of India (ICAI) were appointed as the
statutory auditor of our Company pursuant to the resolution passed at the 26thAGM of our Company held on July 30,
2011.

Trading

Debt securities issued by our Company, which are listed on BSE WDM are infrequently traded with limited or
no volumes. Consequently, there has been no material fluctuation in prices or volumes of such listed debt securities.
Caution

Though the provisions of sub-section (1) of section 68-A of the Act, do not apply to an issue of bonds / debentures,
the attention of the investors is drawn to the provisions as a matter of abundant caution:

“Any person who –

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 (a) makes in a fictitious name, an application to a company for acquiring, or subscribing for, any shares
therein, or

(b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person
in fictitious name,

shall be punishable with imprisonment for a term which may extend to five years”.

Disclaimer in respect of Jurisdiction

ISSUE OF THE DEBENTURES HAVE BEEN / WILL BE MADE IN INDIA TO INVESTORS AS SPECIFIED
UNDER SECTION “WHO CAN APPLY” ON PAGE 52 OF THIS PROSPECTUS – TRANCHE 1. THE
DEBENTURES ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE
EXISTING INDIAN LAWS AS APPLICABLE IN THE STATE OF WEST BENGAL. ANY DISPUTE ARISING
IN RESPECT THEREOF WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS AND
TRIBUNALS OF KOLKATA.

Disclaimer Statement from the Issuer

THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THIS
PROSPECTUS – TRANCHE 1 ISSUED BY OUR COMPANY IN CONNECTION WITH THE ISSUE OF THE
DEBENTURES AND ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION
WOULD BE DOING SO AT HIS / HER OWN RISK.

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 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts and documents which are or may be deemed material have been entered or are to be entered
into 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 this Prospectus - Tranche 1 until the date of closure of the
Issue.
A. Material Contracts
1. Engagement letter dated December 5, 2011 appointing ICICI Securities Limited, Karvy Investor Services
Limited, RR Investors Capital Services Private Limited and Srei Capital Markets Limited to act as the Lead
Managers to the Issue.
2. Engagement letter dated December 5, 2011 appointing SMC Capitals Limited and Bajaj Capital Limited as
the Co- Lead Managers to the Issue.
3. The Issue Agreement dated December 19, 2011 executed between our Company and the Lead Managers
and the Addendum to the Issue Agreement between the Company, the Lead Managers and the Co-Lead
Managers dated December 19, 2011.
4. Agreement dated December 19, 2011 executed between our Company and the Registrar to the Issue.
5. Debenture Trust Deed to be entered into between our Company and Axis Trustee Services Limited, the
Debenture Trustee, within 3 months from the Issue Closing Date.
6. Escrow Agreement dated December 26, 2011 executed amongst our Company, the Registrar, the Escrow
Collection Bank(s), Refund bank and the Lead Managers
7. Tripartite Agreement dated December 23, 2011among our Company, the Registrar to the Issue and NSDL
for offering depository option to the Bondholders
8. Tripartite Agreement dated December 23, 2011 among our Company, the Registrar to the Issue and CDSL
for offering depository option to the Bondholders
B. Documents
1. Memorandum and Articles of Association of our Company.
2. Certificate of Registration No. 05.02773 dated August 1, 1998 issued by RBI, under Section 45-IA of the
RBI Act.
3. Certificate of Registration No. B-05.02773 dated March 31, 2011 issued by RBI, classifying our Company
under the category “Infrastructure Finance Company – Non Deposit Taking”.
4. Certified True Copy of Resolution passed by the Shareholders at the annual general meeting held on July
30, 2011, granting authority to the Board of Directors/Committee of Directors to borrow monies under
Section 293(1)(d) of the Act, from time to time.
5. Certified True Copy of the Resolution passed by the Board of Directors at its Meeting held on December
19, 2011 authorising the Issue.
6. Certified True Copy of the Resolution passed by the Board of Directors at its Meeting held on December
19, 2011 appointing Mr. Sandeep Lakhotia as the Compliance Officer for the Issue.
7. Auditor’s Report dated December 19, 2011 referred to in the Shelf Prospectus and this Prospectus -
Tranche 1.
8. Annual Reports of our Company for FY 2007 to FY 2011.
9. In-principle listing approval obtained from BSE vide letter no. DCS / SP / PI – BOND / 06 / 11-12 dated
December 28, 2011.
10. Certified True Copy of Board Resolution dated January 28, 2010 and an agreement dated August 9, 2010
relating to the terms of appointment of the Chairman and Managing Director of our Company.
11. Certified True Copy of Board Resolution dated January 29, 2009 and an agreement dated September 12,
2009 relating to the terms of appointment of the Joint Managing Director of our Company.
12. Credit rating letter dated December 15, 2011 from CARE granting credit rating to the Debentures to be
issued in pursuance of this Prospectus - Tranche 1.
13. Consents of the (a) the Directors, (b) the Compliance Officer, (c) the Statutory Auditors, (d) Bankers to our
Company, (e) Lead Managers and Co-Lead Managers, (f) Registrar, (g) Legal Advisor to the Issue, (h)

65
 Credit Rating Agency (i) Lead Broker (j) Bankers to the Issue and (k) the Debenture Trustee to include
their names in this Prospectus - Tranche 1 and to act in their respective capacities.
14. Due Diligence Certificate dated December 28, 2011 filed by the Lead Managers with SEBI.
15. Due Diligence Certificate to be filed by the Debenture Trustee before Tranche 1 Issue Opening Date with
SEBI.
Any of the contracts or documents mentioned above may be amended or modified any time without reference
to the holders in the interest of our Company in compliance with the applicable laws.

66
 DECLARATION
We, 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 Act and the Debt Regulations have
been complied with. We further certify that the disclosures made in this Prospectus - Tranche 1 are true, fair and
correct and adequate and in conformity with Schedule II of the Act, Schedule I of the Debt Regulations and the
Listing Agreement executed with the BSE Limited, to the extent applicable.

Yours faithfully,

Mr. Salil K. Gupta

(Chief Mentor)

Mr. Hemant Kanoria

(Chairman & Managing Director)

Mr. Sunil Kanoria

(Vice Chairman)

Mr. Saud Ibne Siddique

(Joint Managing Director)

Mr. S. Rajagopal
(Non Executive & Independent Director)

Mr. V. H. Pandya
(Non Executive & Independent Director)

Dr. Satish C. Jha

(Non Executive & Independent Director)

Mr. S. K. Deb
(Non Executive & Independent Director)

Mr. Avinder Singh Bindra

(Non Executive & Independent Director)

Mr. S. Chatterjee
(Non Executive Director)

Place: Kolkata
Date: December 28, 2011

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 ANNEXURE
[The Shelf Prospectus]

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