dated: january 28, 2009 randum/ disclosure document shall ... im - final.pdfface value rs. 10 lacs...

Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus) Dated: January 28, 2009

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SREI EQUIPMENT FINANCE PRIVATE LIMITED (Srei Equipment Finance Private Limited (‘SEFPL’) was originally incorporated as Srei Infrastructure Development Limited (‘SIDL’) on June 13, 2006 as a wholly owned subsidiary of Srei Infrastructure Finance Limited (‘SIFL’). The name of SIDL was changed to Srei Infrastructure Development Finance Limited (‘SIDFL’) and a fresh certificate of incorporation dated April 16, 2007 was obtained from the Registrar of Companies, Kolkata, West Bengal. Later, SIDFL was converted into a private limited company and the name of the Company was changed to Srei Infrastructure Development Finance Private Limited (‘SIDFPL’) and a fresh certificate of incorporation dated September 28, 2007 was obtained from the Registrar of Companies, Kolkata, West Bengal. Subsequently, the name of the Company was once again changed to Srei Equipment Finance Private Limited and a fresh certificate of incorporation dated May 30, 2008 was obtained from the Registrar of Companies, Kolkata, West Bengal)

Regd. Office: ‘Vishwakarma’, 86C Topsia Road (South), Kolkata – 700046 Telephone: +91 33 3988 7734; Fax: +91 33 2285 7542

E-mail: [email protected]; Website: www.srei.com Contact Person & Compliance Officer: Mr. Sanjay Chaurasia

INFORMATION MEMORANDUM (‘IM’) / DISCLOSURE DOCUMENT FOR ISSUE BY WAY OF PRIVATE PLACEMENT BY SREI EQUIPMENT FINANCE PRIVATE LIMITED (THE ‘COMPANY’) OF ZERO COUPON SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (SERIES IX) OF THE FACE VALUE OF RS. 10 LACS EACH WITH MARKETABLE LOT OF ONE DEBENTURE FOR CASH AGGREGATING TO RS. 90 CRORES (THE ‘ISSUE’).

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document.

CREDIT RATING

“A1+” (pronounced as “A One Plus”) by ICRA Limited for Rs. 1500 crores indicating “highest credit quality” for timely servicing of debt obligations. The rating is not a recommendation to buy, sell or hold the short term debt and investors should take their own decision. ICRA does not assume any responsibility on its part for any liability that may arise consequent to the the issuer not complying with any eligibility criteria from time to time for issuance of short term debt. The rating may be subject to suspension, revision or withdrawal at any time by the assigning rating agency. The rating agencies have a right to revise, suspend or withdraw the rating at any time on the basis of new information or unavailability of information or such circumstances which the Credit Rating Agency believes may have an impact on its rating. For further details including in respect of the rationale for the credit rating, please refer to respective Rating Rationale.

LISTING

The Debentures are proposed to be listed on the WDM segment of Bombay Stock Exchange Limited (‘BSE’). The BSE has given its in-principle approval to list the Debentures.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE

February 10, 2009 February 10, 2009

The Company reserves the right to change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription at the commencement of banking hours and close at the close of banking hours.

The Issue shall be subject to the terms and conditions of this Information Memorandum/Disclosure Document filed with the Stock Exchange and other documents in relation to the Issue.

SOLE BOOK RUNNER AND LEAD ARRANGER

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

STANDARD CHARTERED BANK 90, M. G. Road Fort Mumbai-400 001 Tel: +91 22 2267 0224 Fax: +91 22 2265 1255 Contact Person: Mr. Rajesh Bhura Email: [email protected]

AXIS TRUSTEE SERVICES LIMITED Maker Towers 'F', 13th Floor, Cuffe Parade, Colaba Mumbai - 400005 Tel: +91 22 6707 4407 Fax: +91 22 2216 4721/2467 Contact Person: Mr Neelesh Baheti Email: [email protected]

S.K. COMPUTERS 34/1A Sudhir Chatterjee Road, Kolkata-700 006. Tel No. +91 33 2219 4815 Fax No. +91 33 2219 4815 Contact Person: Mr Dilip Bhattacharya Email: [email protected]

Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus) Dated: January 28, 2009

TABLE OF CONTENTS

SUMMARY TERM SHEET ....................................................................................................... 2 DEFINITIONS AND ABBREVIATIONS ...................................................................................... 3 GENERAL INFORMATION ...................................................................................................... 6 HISTORY, CAPITAL STRUCTURE AND CERTAIN CORPORATE MATTERS ....................................... 8 OBJECTS OF THE ISSUE ..................................................................................................... 15 BUSINESS OVERVIEW ....................................................................................................... 16 FINANCIAL HIGHLIGHTS .................................................................................................... 21 STATUTORY AND OTHER REGULATORY DISCLOSURES ........................................................... 22 OFFERING INFORMATION................................................................................................... 25 DECLARATION .................................................................................................................. 33 Rating Rationale of Rating Agency Annexure – A ........................................ 34 Annual Report of the Company for the Year Ended March 31, 2008 Annexure – B………….. ...... 34 Unaudited Financial Results of the Company for the Nine Months Ended Dec 31, 08 Annex – C ... 34

Private & Confidential – For Private Circulation only

2

SUMMARY TERM SHEET Nature of Debentures Zero Coupon Secured Redeemable Non-Convertible

Debentures

Face Value Rs. 10 Lacs per Debenture

Issuer Srei Equipment Finance Private Limited

Sole Book Runner and Lead Arranger

Standard Chartered Bank

Issue Size Rs. 90 crores

Tenor 365 days

Opening Date of the Issue*

February 10, 2009

Closing Date of the Issue*

February 10, 2009

Deemed Date of Allotment *

February 10, 2009

Minimum application amount

Rs. 10 Lacs and in multiples of Rs. 10 Lacs thereafter

Minimum No of Debenture to be applied for

1 (One)

Redemption At Premium

Redemption /Maturity

Redemption at premium at the end of 365 days from the Deemed Date of Allotment

Issuance mode Demat Mode

Trading Demat Mode

Listing On the WDM Segment of Bombay Stock Exchange Limited (‘BSE’)

Depository NSDL

YTM 10.50% p.a. XIRR

Call Option Not Applicable

Put Option Not Applicable

Tax Deduction at Source

As per the amended provisions of section 193 of the Income Tax Act, 1961, no tax is deductible at source from the amount of interest payable on any listed demat security.

Trustees Axis Trustee Services Limited

Credit Rating “A1+” by ICRA Limited

Security Secured

* SEFPL reserves its sole and absolute right to modify (pre-pone/ postpone) the issue opening/

closing date(s) and also the deemed date of allotment without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Company. The Company also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice.


3

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum/Disclosure Document. General Terms

Term Description

“SEFPL” or the “Company” or the “Issuer” or “our Company” or “JV Company”

Srei Equipment Finance Private Limited company incorporated under the Companies Act, 1956 and having its registered office at ‘Vishwakarma’, 86C Topsia Road (S), Kolkata - 700046

“we”, “us”, “our” Unless the context otherwise requires, the Company, its Subsidiaries and joint ventures

Company Related Terms Term Description

Articles of Association The articles of association of the Company

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, the statutory auditors of the Company.

Board of Directors/ Board

The board of directors of the Company or a duly constituted committee thereof

Director(s) Director(s) on the Board, as appointed from time to time

Registered Office The registered office of our Company, presently situated at ‘Vishwakarma’, 86C Topsia Road (South), Kolkata – 700046, West Bengal, India

Subsidiaries (a) The subsidiaries of our Company incorporated in India being: (i) Srei Insurance Broking Private Limited

(b) The subsidiaries of our Company incorporated outside India being: None

Issue Related Terms Term Description

Allot/ Allotment/ Allotted

Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Application Form The form in which an investor can apply for subscription to the Debentures

Beneficial Owner(s) Holder(s) of the Debentures in Dematerialized form as defined under section 2 of the Depositories Act, 1996

Debentures Zero Coupon Secured, redeemable, non-convertible Debentures of the face value of Rs. 10 lacs each aggregating to Rs. 90 crores

Debentureholder(s) . Persons who are for the time being holders of the Debentures and whose names are last mentioned in the Debentures / Debenture Register and shall include Beneficiaries.

Debenture Trustee Trustee for the Debenture holders, in this case being Axis Trsutee Services Limited.

Call Option An Option wherein the Issuer can redeem the Debenture at a specified future date but before the redemption date

Put Option An Option wherein the Investor can redeem the Debenture at a specified future date but before the redemption date

Credit Rating Agency ICRA Limited

Debenture Trustee Securities and Exchange Board of India (Debenture Trustee)


4

Term Description

Regulations Regulations, 1993, as amended

Depository A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL

Information Memorandum/ Disclosure Document

This Information Memorandum/ Disclosure Document through which this Issue is being made.

Issue Issue by way of private placement of the Debentures by the Issuer

Maturity Date The date on which repayment of principal amount in respect of the Debentures shall be made

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

Pay-in Date The date on which the Debentureholders shall make payment for subscription to the debentures.

Record Date The date prior to the Maturity Date on which the determination of the persons entitled to receive interest in respect of the Debentures (i.e., persons whose names are registered in the Register of Debentureholders or NSDL record) shall be made.

Registered Debentureholder

The Debentureholder whose name appears in the Register of Debentureholders or in the beneficial ownership record furnished by NSDL for this purpose.

Register of Debentureholders

The register maintained by the Company containing the name of Debentureholders entitled to receive interest in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office.

Registrar/Registrar to the Issue

Registrar to this Issue, in this case being S.K.Computers

Sole Book Runner and Lead Arranger

The arranger appointed for the purposes of this issue is Standard Chartered Bank (SCB)

Stock Exchange BSE

Working Days All days except Saturday, Sunday and any public holiday

Conventional and General Terms, Abbreviations and References to Other Business Entities Abbreviation Full form

AFC Asset Finance Company

BSE Bombay Stock Exchange Limited

ICRA Limited ICRA Limited, a public company incorporated under the provisions of the Companies Act, 1956 with its office at Electric Mansion, 3rd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai-400 025.

CDSL Central Depository Services (India) Limited

Companies Act The Companies Act, 1956 as amended from time to time

CSE The Calcutta Stock Exchange Association Limited

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant/ DP

A depository participant as defined under the Depositories Act

Equity Shares Equity shares of the Company of face value of Rs. 10 each

Fiscal Period of twelve months ended March 31 of that particular year, unless otherwise stated

GDP Gross Domestic Product

HNI High Networth Individual


5

Abbreviation Full form

HUF Hindu Undivided Family

ISIN International Securities Identification Number

IT Act The Income Tax Act, 1961, as amended from time to time

LOA Letter of Allotment

NBFI Non-Banking Financial Institutions

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

p.a. per annum

PAN Permanent Account Number

PAC Persons acting in concert

RBI The Reserve Bank of India

RoC / ROC The Registrar of Companies, Kolkata, West Bengal

Rs. Rupees

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI

SEZ Special Economic Zone

XIRR Annualised interest rate


6

GENERAL INFORMATION

REGISTERED OFFICE ‘Vishwakarma’ 86C, Topsia Road (South) Kolkata – 700046 West Bengal, India Telephone: +91 33 39887734 Fax: +91 33 22857542/8501 E-mail: [email protected] Website: www.srei.com

BOARD OF DIRECTORS Name of the Director, Designation

Age (Years)

Residential Address

Mr Salil K Gupta Chairman

80 538, Jodhpur Park Kolkata - 700068 West Bengal, India

Mr Hemant Kanoria Vice Chairman & Managing Director

46 ‘Kanoria House’ 3, Middle Road, Hastings Kolkata – 700022 West Bengal, India

Mr Bertrand Pierre Gousset Vice Chairman

42 8 Villa De La Gare Clamart – 92140 France

Mr Sunil Kanoria Joint Managing Director

43 ‘Kanoria House’ 3, Middle Road, Hastings Kolkata – 700022 West Bengal, India

Mr Thierry Bonetto Director

46 23 Rue Du Parc De Clagny Versailles – 78000 France

Mr. Frederic Bernard Robert Amoudru Director

48 Madhu Kunj, 7 Narayan Dabholkar CS No. 2-231 of Malabar & Cumbala Hill Division Mumbai – 400006 Maharashtra India

COMPANY SECRETARY AND COMPLIANCE OFFICER Mr. Sanjay Chaurasia Srei Equipment Finance Private Limited ‘Vishwakarma’ 86C, Topsia Road (South) Kolkata – 700046 West Bengal, India Telephone: +91 33 39887734 Fax: +91 33 22857542/8501 E-mail: [email protected] Investors can contact the compliance officer in case of any Pre-Issue or Post-Issue related problems such as non-receipt of letters of allotment, credit of debentures, interest on application money, if any, etc. in the respective beneficiary account or refund orders, etc.


7

SOLE BOOK RUNNER AND LEAD ARRANGER Standard Chartered Bank 90 M. G. Road Fort Mumbai-400 001 Tel: +91 22 2267 0224 Fax: +91 22 2265 1304 E-Mail: [email protected] Contact Person: Mr. Rajesh Bhura DEBENTURE TRUSTEE Axis Trustee Services Limited Maker Towers 'F', 13th Floor Cuffe Parade, Colaba Mumbai - 400005 Tel: +91 22 67074407 Fax: +91 22 2216 4721/2467 Email: [email protected] Contact Person: Mr Neelesh Baheti REGISTRAR TO THE ISSUE S.K. Computers 34/1A, Sudhir Chatterjee Road, Kolkata-700 006. Tel No. +91 33 2219 4815 Fax No. +91 33 2219 4815 Email: [email protected] Contact Person: Mr. Dilip Bhattacharya


8

HISTORY, CAPITAL STRUCTURE AND CERTAIN CORPORATE MATTERS

History of our Company (SEFPL) Our Company was originally incorporated as Srei Infrastructure Development Limited (‘SIDL’) on June 13, 2006 as a wholly owned subsidiary of Srei Infrastructure Finance Limited (‘SIFL’) with an object of carrying, inter alia, the business of equipment financing and had obtained registration as a non-deposit accepting Non-Banking Financial Institution vide registration number N-05.06694 dated June 12, 2007 from the Reserve Bank of India. Subsequent to change of name of the Company, it has obtained registration as a non-deposit accepting Non-Banking Financial Institution (under the classification ‘Asset Finance Company’) vide registration number N-05.06694 dated September 03, 2008 from the Reserve Bank of India. The name of SIDL was changed to Srei Infrastructure Development Finance Limited (‘SIDFL’) and a fresh certificate of incorporation dated April 16, 2007 was obtained from the Registrar of Companies, Kolkata, West Bengal. Later, SIDFL was converted into a private limited company and the name of the Company was changed to Srei Infrastructure Development Finance Private Limited (‘SIDFPL’) and a fresh certificate of incorporation dated September 28, 2007 was obtained from the Registrar of Companies, Kolkata, West Bengal. Subsequently, the name of the Company was once again changed to Srei Equipment Finance Private Limited (SEFPL) and a fresh certificate of incorporation dated May 30, 2008 was obtained from the Registrar of Companies, Kolkata, West Bengal. Srei Infrastructure Finance Limited (SIFL) is one of India’s leading private sector infrastructure equipment finance, project finance & project advisory and development Company and holds a significant market share in the equipment finance sector. In spite of being a leader player in infrastructure asset financing business, in order to realize the potential and opportunities existing in the infrastructure asset financing business and to become a major global player, the size of said equipment financing business of SIFL was required to be increased to a much larger scale. This was possible only with suitable participation and collaboration, including financial contribution, of a well established world leader in similar line of business having a global footprint. SIFL identified BNP Paribas Lease Group (BPLG), a wholly owned subsidiary of BNP Paribas S.A. of France and a well-established global leader in the equipment finance business having, inter alia, the largest market share in Europe with global balance sheet of Euro 20 Billion. BPLG has been in this business for 50 years and now has direct presence in Austria, Belgium, France, Germany, Hungary, India, Italy, Netherlands, Poland, Portugal, Spain and the UK, and through BNP Paribas Group entities in Algeria, Greece, Morocco (BMCI Leasing), Turkey (TEB Leasing), Ukraine (ULC) and USA (Trinity Vendor Finance). SIFL entered into a strategic alliance on May 31, 2007 with BPLG, a European market leader specializing in asset financing for equipments. The Stock Exchanges accorded their approval to the Scheme of Arrangement in July, 2007. As per direction of the Hon’ble Calcutta High Court, the Scheme of Arrangement was approved by equity shareholders of SIFL on August 27, 2007. In compliance of the Scheme of Arrangement passed by the Hon’ble High Court, Kolkata in January, 2008, SIFL transferred its equipment finance business and insurance broking business as a going concern to SEFPL with effect from January 1, 2008. SEFPL is presently a 50:50 Joint Venture company between SIFL and BPLG. Both SIFL and BPLG have contributed their commitment of equity in SEFPL. SIFL has infused Rs. 25 crores as its share of equity and BPLG has infused the same amount for the balance 50% equity stake and Rs. 750 crores as share premium. SEFPL has a net worth of Rs. 86965 lacs as on December 31, 2008 (as per the unaudited financials). Post transfer of the business, SIFL is now focusing on its strategic equipment financing (i.e. equipments above Rs. 15 crores), project finance & project advisory and through its wholly owned subsidiaries in venture capital & investment banking business. SEFPL, the alliance of SIFL and BPLG, will be benefited from the local skills, knowledge, established base and expertise of SIFL coupled with the global skills, expertise and experience of BPLG. The JV will also have the benefit of the SREI and BPLG brand and corporate names of SIFL and BPLG respectively on the basis of a license to use the same on mutually agreed terms. The JV will have the benefit of financial strength enabling lower cost of fund as well as strong relationship with first-class and reputed international and domestic construction and mining equipment manufacturers. The alliance in SEFPL will also benefit from the long-standing expertise of the BPLG in various sectors including Agriculture, Materials handling, Medical, IT, Office Equipment etc.


9

History of the Srei Infrastructure Finance Limited Srei Infrastructure Finance Limited (‘SIFL’), the flagship company of Srei Group, is one of India’s leading private sector infrastructure equipment finance, project finance & project advisory and development Company and holds a substantial market share in the equipment finance sector. SIFL was originally incorporated as Shri Radha Krishna Export Industries Limited, on 29th March, 1985. The Company obtained the certificate of commencement of business on 9th April, 1985. The Company’s name was changed to Srei International Limited on 29th May, 1992 in order to reflect its focus on planned activities and other businesses and further changed to Srei International Finance Limited w.e.f. 12th April, 1994 to reflect the focus on financial services. The name of the Company was again changed to Srei Infrastructure Finance Ltd. in August 2004. The Company came out with a public issue of equity shares of Rs. 10 each for cash at par aggregating Rs. 2.24 crores in July, 1992. Subsequently, the company also came out with a Rights issue of equity shares of Rs. 10 each in the ratio of 1:1 at a premium of Rs. 10 per share aggregating Rs. 8.28 crores in November, 1993. Thereafter, the Company entered the capital market again with a public issue of Convertible Preference Shares aggregating to Rs. 100 crores with warrants attached in March – April, 1996. In July 2000, the Company came out with an issue of Unsecured Subordinated Debentures aggregating to Rs. 54 crores on Rights Basis in the ratio of 1:10. The Company had concluded a GDR issue on 18th April, 2005 for which the Board of Directors had accepted subscription to the tune of USD 35 million, equivalent to Rs. 153 crores. SIFL’s shares are listed on National Stock Exchange of India Limited (‘NSE’), Bombay Stock Exchange Limited (‘BSE’) and The Calcutta Stock Exchange Association Limited (‘CSE’); the GDRs are listed on the London Stock Exchange; and the debt securities are listed on the Wholesale Debt Market (‘WDM’) segment of the NSE.

History of the BNP Paribas Lease Group (BPLG) BNP Paribas Lease Group (BPLG) is a wholly owned subsidiary of BNP Paribas S.A. of France and is a well-established global leader in the equipment finance business having, inter alia, the largest market share in Europe with global balance sheet of Euro 20 Billion. BPLG has been in equipment finance business for 50 years and has direct presence in Austria, Belgium, France, Germany, Hungary, India, Italy, Netherlands, Poland, Portugal, Spain and the UK, and also has presence through BNP Paribas Group entities in Algeria, Greece, Morocco (BMCI Leasing), Turkey (TEB Leasing), Ukraine (ULC) and USA (Trinity Vendor Finance). Share Capital Details of the Company Our share capital as on December 31, 2008 is set forth below.

Particulars Amount (Rs. in Lacs)

A. Authorised Capital

5,00,00,000 Equity Shares of Rs.10 each 5000.00

B. Issued, Subscribed and Paid-Up Equity Share Capital:

5,00,00,000 Equity Shares of Rs.10 each 5000.00

C. Securities Premium Account 75000.00

Paid-up Capital after the Issue and Securities Premium Account The Issue will not have any impact on the paid up capital of the Company. The Issue will not have any impact on the share premium of the Company.


10

Past Issues of the Company (a) Equity share capital history of our Company

Date of Allotment

Number of Equity shares

Face value per

Equity Share (Rs.)

Issue price per

Equity Share (Rs.)

Consideration (cash or other

than cash)

Reasons for allotment

Cumulative Securities premium

(Rs. in Lacs)

Cumulative share capital (Rs. in Lacs)

16.11.2006 20,00,000 10 10 Cash Subscribers to the Memorandum

Nil 200

15.05.2007 50,000 10 10 Cash Further issue of equity shares to SIFL

Nil 205

02.04.2008 2,29,50,000 10 10 Cash Further issue of equity shares to SIFL

Nil 2500

02.04.2008 2,50,00,000 10 310 Cash Further issue of equity shares to BPLG

75000 5000

(b) Outstanding debt securities issued by Our Company

Issue date Maturity date Amount in Cr 24-05-2006 23-05-2009 6.95 10-11-2006 09-11-2009 15.28 15-05-2007 14-05-2010 50.00 14-08-2007 30-07-2010 33.34 05-09-2008 17-03-2009 25.00 07-01-2008 27-06-2009 25.00 07-01-2008 20-06-2009 25.00 24-03-2008 24-03-2009 5.00 28-03-2008 27-04-2009 50.00 28-03-2008 27-03-2009 30.00 29-04-2008 28-04-2009 25.00 02-05-2008 30-04-2009 50.00 05-05-2008 04-05-2009 25.00 07-05-2008 06-08-2009 25.00 06-02-2008 13-08-2009 50.00 28-05-2008 26-06-2009 25.00 17-06-2008 17-12-2009 50.00 19-06-2008 18-12-2009 50.00 19-06-2008 18-06-2009 40.00 25-06-2008 24-06-2009 10.00 30-06-2008 26-06-2009 35.00 05-08-2008 04-08-2009 15.00 01-09-2008 01-09-2009 25.00 04-09-2008 16-03-2009 50.00 08-09-2008 07-09-2009 70.00 11-09-2008 10-09-2010 28.00 16-09-2008 16-09-2011 50.00 10-10-2008 10-10-2011 50.00

TOTAL 938.57


11

There has been no default in payment of due interest or redemption in relation to debt securities issued by our Company or borrowings availed by the Company prior to the date of this Information Memorandum/ Disclosure Document. The Company has not issued any debt securities for consideration other than cash prior to the date of this Information Memorandum / Disclosure Document. Except as stated above in this section, there are no other debt securities that have been issued by the Company at a premium or discount or pursuant to any option.

Present Financial Indebtedness Our Company has availed of certain credit facilities from various lenders. The loans availed of have been deployed for financing general corporate purposes. Set forth below is a brief summary of our Company’s aggregate borrowings as of December 31, 2008:

Category of Borrowings (as per unaudited financials)

Outstanding Amount (Rs. in Crores)

Secured Loan 4489.71

Unsecured Loan 909.27

Total 5398.98

Top 10 shareholders of the Company The top 10 shareholders of the Company as on the date of filing of this Information Memorandum/ Disclosure Document with the Stock Exchange are as follows:

Shareholders Address of Shareholders No. of Equity

shares held

BNP Paribas Lease Group 46-52 Rue Arago, 92800 Puteaux France

2,50,00,000

SREI Infrastructure Finance Limited and its nominees

‘Viswakarma” 86C Topsia Road (S) Kolkata – 700046

2,50,00,000

Total 5,00,00,000


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Top 10 holders of debt securities of the Company Debt Security holders Address of Debt Security holders Amount

(Rs. in Cr)

Deutsche Mutual Fund Kodak House, 2nd Floor, 222, D. N. Road, Mumbai - 400001

178.00

HSBC Mutual Fund 314, D. N. Road, Fort, Mumbai - 400001 170.00

HDFC Mutual Fund Ramon House, 3rd Floor, 169, Backbay Reclamation, Churchgate, Mumbai - 400020

150.00

Prudential ICICI Mutual Fund 8th Floor, Peninsula Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 13

100.00

Sundaram BNP Paribas Mutual Fund

B/2/202, 2nd Floor, Marathon Innova, NextGen, Ganpatrao Kadam Marg, Opp. Peninsula Corporate Park, Lower Parel Mumbai – 400013

95.00

IDFC Mutual Fund 270, D N Road, Ground Fl. Cox Building Fort Mumbai - 1

75.00

Lotus India Mutual Fund ‘Chandermukhi’, 6th Floor, Nariman Point, Mumbai - 400021

75.00

Reliance Mutual Fund Express Building, 6th Floor, 14-E-Road, (Above Satkar Hotel), Opposite Churchgate Station, Churchgate, Mumbai - 400020

33.34

FIL Management Pvt. Ltd. 56, 5th Floor, Maker Chambers-VI, 220, Nariman Point, Mumbai-400 021

25.00

LIC Mutual Fund Industrial Assurance Building, 4th Floor, Opp. Churchgate Station, Mumbai 400 020.

22.23

Total = 923.57

Material Contracts and Agreements involving Financial Obligations Our Company, in the ordinary course of its business, enters into various agreements, including loan agreements and joint venture agreements. However, there are no material contracts or agreements which involves financial obligations. The following material documents may be inspected at the Registered Office from 11.00 am to 1.00 pm from the date of this Information Memorandum/ Disclosure Document, until the date of closure of this Issue.

1. Our Memorandum and Articles of Association as amended till date;

2. Resolution dated June 20, 2007 u/s 293(1)(d) of the Companies Act, 1956 of our shareholders authorising our Board to borrow for the purpose of the Company, upon such terms and conditions as the Board may think fit, up to Rs. 10000 crores;

3. Letter dated September 10, 2008 from ICRA Limited assigning “A1+” (pronounced “A One Plus”), for Rs. 1500 crores indicating “highest credit quality” for timely servicing of debt obligations;

4. Annual Reports of the Company for the year ended March 31, 2008 and March 31, 2007;

5. Letter No. ____________________from BSE granting its in principle approval for present

issue of Debentures;

6. Certificates of registration as an NBFI & registration as an NBFI (under the classification ‘Asset Finance Company’) from the Reserve Bank of India;


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7. Bipartite/Tripartite Agreement between the Company, the Registrar and NSDL;

8. Board Resolution approving the IM & the Issue

9. Unaudited Financial Results for nine months ended 31.12.2008


14

Material Developments since the Last Balance Sheet Date, March 31, 2008 Our Company is a 50:50 Joint Venture between SIFL and BPLG. On April 2, 2008, SIFL has further infused Rs. 2295 lacs as its share of equity and BPLG has infused Rs. 77500 lacs (Rs. 2500 lacs for the balance 50% equity stake in the JV Company and Rs. 75000 lacs as share premium). The Company’s Net Worth is Rs. 86965 lacs as on December 31, 2008 (as per the unaudited financials). In the opinion of the Board, other than as disclosed in this Information Memorandum/ Disclosure Document, there has not arisen, since the date of the last financial statements, any circumstance that materially or adversely affects the profitability of our Company or the value of our assets or our ability to pay our material liabilities over the next 12 months. Other Material Developments Other than as disclosed in this Information Memorandum/ Disclosure Document, there are no other material events or developments or changes at the time of this Issue or subsequent to the Issue which may affect the Issue or the investors’ decision to invest / continue to invest in the Issue.


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OBJECTS OF THE ISSUE

Funds Requirement and Utilisation of Net Proceeds The Company intends to utilise the proceeds of the Issue for refinancing of existing debt and general corporate purposes (‘Objects’). The proceeds of this Issue, after deducting the expenses associated with this Issue (“Net Proceeds”), shall be utilised towards the Objects mentioned above and for no other purpose. The Company may undertake such activities as may be necessary for the purposes of the Objects. The Company undertakes that the Net Proceeds shall not be utilised for subscription or purchases of shares and Debentures. Our management, in response to the competitive and dynamic nature of the industry in which we operate, will have the discretion to revise its business plan from time to time. Our funding requirements and deployment of the Net Proceeds are based on current conditions and are subject to change in light of changes in external circumstances or in our financial condition, business or strategy. Bridge Financing Facilities The Company has not raised any bridge loans against the Net Proceeds. Basic Terms of Issue Please refer to the section titled “Offering Information” beginning on page 25.


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BUSINESS OVERVIEW

Economic Review According to the World Economic Outlook (‘WEO’) of the International Monetary Fund (‘IMF’), the forecast for global real GDP growth, on a purchasing power parity basis, is expected to slow from 4.9 per cent in 2007 to 3.7 percent in 2008. The slowdown of the US economy and an inflationary situation across the globe are primarily responsible for this. The sub-prime crisis in the US has eventually spread all across the world and created a global credit crisis of mammoth proportions. The inflation across the globe has been on account of rising food, metal and fuel prices. The phenomenal jump in crude oil price in a span of few months has contributed largely to this global inflation. Since the beginning of the turbulence in August 2007, central banks in advanced economies have responded with both conventional and unconventional measures to ease liquidity stress in financial markets and solvency issues among large financial institutions. Some central banks such as the US Federal Reserve, the Bank of England, the Bank of Canada have cut policy rates since the third quarter of 2007 when the financial market turmoil surfaced. Central banks of several countries, including the Euro area, New Zealand, Japan, Korea, Malaysia, Thailand and Mexico have kept their rates unchanged since the last quarter of 2007. Central banks of Australia, China, Brazil have increased their policy rates. Performance of the Indian economy in 2007-08 was impressive. India’s real GDP grew by 9 per cent over a high base of 9.6 per cent growth registered in 2006-07. Industry and services sectors grew at 8.5 per cent and 10.8 per cent respectively, while agriculture & allied activities grew at 4.5 per cent. India managed to attract Foreign Direct Investment (FDI) of USD 25 billion. India’s exports grew to USD 155 billion. India’s foreign exchange reserves crossed the USD 300 billion mark. However, India too faces a scenario of rising inflation, despite the economy being artificially insulated to a large extent from the oil price rise in international markets. To manage inflation, the Reserve Bank of India (RBI) has adopted an approach of monetary tightening. In a year of adverse developments on both global and domestic fronts, GDP growth is definitely headed for some degree of moderation. Most forecasts from different national and international agencies have put it within a range of 7.5-8.5 per cent for the year 2008. The government realises that the current inflation has been instigated by supply-side factors. The last five years of high growth has started challenging the carrying capacity of the economy. Thus, speedy creation of physical infrastructure is the need of the hour. However, getting long term funds which are a prerequisite for infrastructure is a challenge in today’s scenario of scarce funds and high interest rates. The recent move to liberalise access to external commercial borrowings (ECBs) at competitive rates by infrastructure companies is one step to address that challenge. The initiatives on setting up a Debenture market announced in the last Union Budget will also go a long way in meeting the need for long-term funds for infrastructure. The food price rise calls for overall development of the agricultural sector and with that the growth of the rural economy. To ensure that the benefits of economic reforms reach the masses most of whom reside in India’s rural hinterland, the Bharat Nirman programme has already been launched. However, government’s efforts need to be supplemented with private initiatives especially from the corporate sector. Infrastructure Sector in India The investment needs for infrastructure in India are estimated by various official sources to be in excess of USD 500 billion over the next five years. In order for India’s GDP to continue to grow at 8-10% pa, significant investments are required across all infrastructure sectors, including power, roads, railways, ports, airports, logistics, water, telecommunication etc. Environmental policies are also driving the growth of sectors such as water, renewable energy and energy efficiency, and particularly projects which promote urban development and greater access to clean water, sanitation and solid waste treatment services, improved air quality, and reduced greenhouse gas emissions. Given these enormous investment needs, the Indian Government is now relying on the private sector to assume greater ownership, operation and financing of infrastructure projects. Growing policy liberalization, and increasing transparency and rule-based regulation, coupled with the widespread acceptance of the user-pay principle, has significantly improved the investment risk profile of these projects. India has been frugal with infrastructure investments, with gross fixed capital formation to GDP in the range of 20-24% since 2000, compared to 35-40% in China (see chart below). The result is that Indian infrastructure lags far behind global standards. Poor infrastructure is one of the major impediments towards growth and competitiveness. According to the Planning Commission of India,


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the country loses 2% of annual growth because of inadequate power and infrastructure. The Indian economy has been growing at 7-9% in the last three years, vs. 4-5% a decade ago. India achieved a 5.5% growth rate in the 9th Five-Year Plan (FY98-02) and we expect it to average 7.3% for the 10th Plan (FY03-07). India targets a growth rate of 8.5-9% for the 11th Plan (FY08-13). Infrastructure investment required to support a growth rate of at least 8.5% over the next five years is nearly USD 500 billion, based on estimates by various entities, representing over 50% of India’s 2005 GDP. Increasing urbanisation rates in India also add to the demand for infrastructure and urban development (see chart below). Urbanisation a Key Demand Driver Catch up in Capital Spending Needed

Investments are required in all infrastructure sub-sectors in order to support India’s GDP growth rates. Government planned spend on infrastructure has increased over the last two five-year plans (USD 88 billion for the 9th Plan and over USD 200 billion for the 10th). In the current five-year plan, the Government of India has earmarked USD 440 billion for infrastructure investment. A snapshot of the allocation of this expenditure across various sectors is provided below:

Sectors 10th Plan (2002-07) (Actual)

11th Plan (2007-12) Estimated

US$ Billion

Sectoral %

US$ Billion

Sectoral %

Power 72 35 141 32

Roads 33 16 83 19

Railways 21 10 64 15

Telecommunication 23 11 46 10

Irrigation 33 16 43 10

Water/ Sewerage 16 8 27 6

Ports 1 0 19 4

Airports 1 1 9 2

Gas 2 1 5 1

Storage 2 1 4 1

Total 204 100 440 100

NBFIs in India The role of Non-Banking Financial Institutions (NBFIs) in asset creation and infrastructure development is well acknowledged. NBFIs serve as the primary conduit for credit delivery to the ‘growth engine’ sectors which have so far remained under-banked, especially the micro, small & medium enterprises (MSMEs). NBFIs thrive on their inherent strengths of wider reach, intimate local knowledge, credit origination and appraisal skills, suitably trained collection machinery, close


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monitoring of borrowers and customised client service. The RBI has classified the NBFIs into three segments subject to fulfillment of certain criteria: i) Asset Finance Company (AFC) ii) Investment Company iii) Loan Company SEFPL belongs to the AFC category of NBFIs which finance infrastructure and construction equipment through leasing and loan, and thus plays an important role in the development of the economy. The very fact that the AFCs finance tangible assets provides a sense of comfort in terms of the security of the money lent. The RBI has gone one step ahead and created two different types of classifications for NBFIs – on the basis of whether the entity accepts public deposits or not, and on the basis of its asset size. Any NBFI with an asset size of Rs. 100 crore and more is now categorised as a systemically important NBFI. Based on the present RBI guidelines our Company is a non-deposit-taking systemically important NBFI. Business Outlook and Future Plans The government continues to have its focus in building infrastructure assets. Government realises that creating infrastructure capacity is the only way to maintain the high growth momentum. As per government estimates, a minimum investment of USD 500 billion would be required only in the infrastructure sectors over the next five years. The ‘Bharat Nirman’ programme, aimed at developing rural infrastructure namely roads, housing, irrigation, water supply, electrification and telecom, has made impressive progress and the outlay for Bharat Nirman has been increased by 27.1 percent to Rs. 31,280 crores. The corpus for Rural Infrastructure Development Fund (RIDF-XIV) has been raised to Rs. 14,000 crores from last year’s Rs.12,000 crores with a separate window for rural roads. In the road & highway sector, allocation for the National Highway Development Programme (NHDP) has been enhanced to Rs. 12,966 crores in 2008-09. The Golden Quadrangle is 96.48 percent complete and the North-South and East-West corridors have been completed 23.36 per cent. In totality, the NHDP project is aimed to construct, widen, rebuild more than 40,000 km of NH involving a total investment of over Rs. 2 trillion. The preferred mode for undertaking such projects is the build-operate-transfer (BOT) mode and its variants. Special attention is being paid to the ongoing Special Accelerated Road Development Programme - North East (SARDP-NE) spanning 7639 km of roads and Rs. 600 billion Pradhan Mantri Gram Sadak Yojana whose target deadline is 2010-11. Hectic activity in road building is also taking place at the state and city levels. The power sector will be a focus area for the government during 2008-09. Despite several ground-level problems, government has laid down 3 ambitious missions – (a) power availability for all by 2012, (b) electrification of all villages by 2010, and (c) access to electricity for all households by 2010. As against the Tenth Plan (2007-12) target for capacity addition of 78,577 MW, about 10,000 MW has been achieved till March 2008. After awarding of 3 ultra mega power projects (UMPPs) each of 4,000 MW capacity, 6 more are in the pipeline. The Rajiv Gandhi Grameen Vidyutikaran Yojana is being given special importance. The Accelerated Power Development and Reforms Project (APDRP), aimed at reducing aggregate technical and commercial (ATC) losses, has been awarded Rs. 800 crore for 2008-09. Government will also facilitate setting up of merchant power plants by private developers and private participation in transmission projects. Ports figure prominently in government’s development agenda. The National Maritime Development Programme (NMDP) for modernisation of the port sector has undertaken projects that cover the entire gamut of activities in the port sector which include berth development, deepening of channel, procurement of equipment and port craft, rail/road connectivity and other associated work. Private sector players are already active in the port sector. Total proposed outlay for Eleventh Plan period for the major ports is Rs. 17,551.24 crores, of which the gross budgetary support is Rs. 2,056.98 crores. Private sector investment is anticipated to the tune of Rs. 36,868.24 crores. The 12 major ports which handle nearly 75 per cent of the total cargo traffic handled a total cargo of 519.10 million tonnes in 2007-08. The developments in the telecom space have been rapid. So far, telecom companies were allowed to share only passive infrastructure namely towers, repeaters, shelters & generators. Now sharing of active infrastructure in telecom has also been allowed for telecom service providers. Active


19

infrastructure covers antenna, feeder cables, nodes, radio access network (RAN), transmission systems & backhaul. This announcement now essentially means that apart from spectrum (radio frequencies), telcos can now share all physical infrastructure. This new policy will also provide a boost to new entrants who have already bagged licenses for operations. They can now share both active and passive infrastructure of existing players and launch services within a short span. Lots of development is expected on the civil aviation front. A Vision 2020 document prepared by Ministry of Civil Aviation envisages taking up the number of operational airports from the present 80 to 500 by 2020. While Airports Authority of India (AAI) has identified 35 non-metro airports for modernisation at an estimated cost of around Rs.6,500 crores, the city-side development of 24 of these would be taken up on a public-private partnership (PPP). In addition, various states have lined up another 59 non-metro airports for modernisation. Work is already in progress in two metro airports - Delhi and Mumbai. Expansion of passenger and cargo handling capacity is being undertaken under PPP mode. Kolkata airport is next. Modernisation plan for Chennai airport is being finalised. Construction of two greenfield airports in Hyderabad and Bangalore has lined up proposals for several other greenfield airports. The demand for rail services has grown in tandem with economic expansion. The construction work on the ambitious eastern and western freight corridors, which would cover a combined distance of 2,743 km, will start in fiscal 2008-09. The total cost of the two corridors has been estimated at Rs. 28,030 crores, and a special purpose vehicle called Dedicated Freight Corridor India has been set up to oversee the projects under the freight corridors. The Railways envisage active private sector participation in rail operations. In a move that will end the monopoly of its public sector enterprise, Railway Ministry has unveiled 2 schemes – the Wagon Leasing Scheme (WLS) and the Liberalised Wagon Investment Scheme (LWIS) that will permit private companies to own and lease wagons, which was so far the mandate of Indian Railway Finance Corporation. In oil & gas sector, under the seventh round of the New Exploration Licensing Policy (NELP-VII), bids will be invited for 57 exploration blocks. This is likely to attract investments to the tune of Rs. 1,400-3,200 crores. Government, through its Jawaharlal Nehru National Urban Renewal Mission (JNNURM), is equally committed towards development of urban infrastructure which includes urban housing, sanitation, water supply and waste management. Allocation for JNNURM has been increased to Rs. 6,866 crores in 2008-09 from Rs. 5,482 crores in 2007-08. Special emphasis is being laid on introduction of mass rapid transportation projects in cities with high population in order to solve the transportation problem. In addition, the urban development ministry has cleared dedicated bus corridor projects for nine cities. With an expected GDP growth of around 8 per cent and government according top priority to creation of physical infrastructure, the NBFI sector has another year of hectic activity ahead of it. Despite hardening of interest rates, business sentiment is buoyant and infrastructure sector projects are expected to drive economic growth. And your Company’s in-depth knowledge of the infrastructure sector business, strong financial position, comfortable capital adequacy position, adoption of prudent business strategies, fostering of a culture of innovation and now a strategic alliance with a multinational financial giant, have positioned your Company to take advantage of these opportunities and stay ahead of competition. The management is confident and upbeat of taking your Company into a higher growth trajectory. Business Review The main business area of SEFPL has been in Infrastructure Equipment financing. The infrastructure sector represents the core sector of the Indian economy. The demand for infrastructure equipments generally outstrips its supply in the market. This sector is witnessing unprecedented growth with the Government set to redefine the infrastructure sector and widen its definition to include the core sector of the economy. The current fiscal 2008-09 is expected to bring in an unheralded growth opportunity for companies engaged in financing infrastructure equipment and projects. Government of India has a renewed focus in the infrastructure sector. The Company had transacted fresh business disbursement of Rs. 5737 crores during fiscal 2007-08, thereby registering an annual growth of about 33%. The Company has entered into a strategic alliance with BNP Paribas Lease Group, a subsidiary of BNP Paribas of France for equipment financing business, as well as for expanding to new areas such as agriculture equipment, medical equipment, information technology and other equipment classes.


20

SEFPL will concentrate on financing of those assets whose individual value is equal to or less than Rs. 150 million. In light of the joint venture with BNP Paribas, the majority of the financial asset portfolio and investments are now held by the SEFPL. For example, the loan portfolio of SIFL as at March 2008 was approximately Rs. 10,520 million, but immediately post the JV, the loan portfolio held by SIFL was reduced to Rs. 1,690 million, with the balance being held by the SEFPL.


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FINANCIAL HIGHLIGHTS

(Rs. in lacs)

Particulars For the Period from 13-Jun-06

to 31-Mar-07

Year Ended 31-03-08

Nine Months Ended

31-Dec-08

(Audited) (Audited) (Unaudited)

1. Income from Operations 5 21854 68261

2. Other Income 3 234 334

3. Total Income 8 22088 68595

4. Expenditure

(a) Employee Cost - 758 3265

(b) Depreciation - 1261 4045

(c) Operating and Other Expenses 6 1200 3795

(d) Bad Debts Written Off - 173 -

(e) Provisions for Bad and Doubtful Debts - 366 2541

(f) Total 6 3758 13646

5. Financial Expenses - 14788 46587

6. Profit Before Tax 2 3542 8362

7. Tax Expense

(a) Current Tax 1 162 691

(b) MAT Credit Entitlement - (162) (691)

(c) Deferred Tax (1) 1137 3306

(d) Fringe Benefits Tax - 15 49

8. Profit After Tax 2 2390 5007

Paid-up Equity Share Capital (FV of Rs. 10/- each)

200 205 5000

Reserves (excluding Revaluation Reserve)

2 2423

Earnings Per Share (Basic) (Rs.) * 0.09 116.93 * 10.05

Earnings Per Share (Diluted) (Rs.) * 0.09 11.59 * 10.03

* Not Annualised A copy of the audited financials of the Company for year ended March 31, 2008 and unaudited financial Results for the nine months ended December 31, 2008 are provided as Annexure B and Annexure C respectively.


22

STATUTORY AND OTHER REGULATORY DISCLOSURES

Stock Exchange Disclaimer Clause It is to be distinctly understood that filing of this Information Memorandum/ Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum/ Disclosure Document. Listing The Debentures are proposed to be listed on the WDM segment of BSE. The BSE has given its ‘in principle’ approval to list the Debentures. In case the Company is unable to list these Debentures, the entire pay-in amount shall be refunded to the Debentureholders at YTM from the date of realization of the cheque till date of payment. The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures. Disclaimer of the Sole Book Runner and Lead Arranger The Sole Book Runner and Lead Arranger does not accept any responsibility for statements made other than in this Information Memorandum/ Disclosure Document issued in connection with the issue of the debentures and any person placing reliance on any other source of information would be doing so at its own risk. Disclaimer of Reserve Bank of India The Company is having a valid Certificate of Registration dated September 3, 2008 issued by the Reserve Bank of India under section 45I-A of the Reserve Bank of India Act, 1934. However, the Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/ discharge of liabilities by the Company. Disclaimer in respect of Jurisdiction This Issue is made in India to investors as specified under clause “Who Can Apply” of this Information Memorandum/ Disclosure Document, who shall be specifically approached by the Company. This Information Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of Kolkata. This offer of Debenture is made in India to persons resident in India. This Information Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Disclaimer Clause of ICRA Limited ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. The ICRA ratings are subject to a process of surveillance which may lead to a revision in ratings. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information is provided “as is” without any warranty of any kind, any ICRA in particular makes no representation or warranty, expressed or implied, as to the accuracy, timeliness or completeness of any such information. All information contained herein must be construed solely as statements of opinion and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents. Company Disclaimer Clause The Company certifies that the disclosures made in this Information Memorandum/ Disclosure


23

Document are generally adequate and in conformity with the SEBI Regulations and other applicable enactments/rules/regulations. Further, the Company accepts no responsibility for statements made otherwise than in the Information Memorandum/ Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum/ Disclosure Document would be doing so at his own risk. Cautionary Note This Information Memorandum/ Disclosure Document is not intended to provide the sole basis of any credit decision or other evaluation and should not be considered as a recommendation that any recipients of this Information Memorandum/Disclosure Document should invest in the Debentures proposed to be issued by the Company. Each potential investor should make its own independent assessment of the investment merit of the Debentures and the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor’s particular circumstance. This Information Memorandum/ Disclosure Document is made available to potential investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures. No person, including any employee of the Company, has been authorised to give any information or to make any representation not contained in this Information Memorandum/ Disclosure Document. Any information or representation not contained herein must not be relied upon as having being authorised by or on behalf of the Company. Neither the delivery of this Information Memorandum/ Disclosure Document at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/ representation contained herein is correct at any time subsequent to the date of this Information Memorandum/ Disclosure Document. The distribution of this Information Memorandum/ Disclosure Document or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum/ Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum/ Disclosure Document comes are required by the Company to inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI. Issue of Debentures in Dematerialised Form The Debentures will be issued only in dematerialised form. The Company has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DPID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor. The Company will make the Allotment to investors on the Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. The Allotted Debentures at the first instance will be credited in dematerialised form on LOA ISIN within one working day from the Deemed Date of Allotment. The Company will instruct the Depositories to convert the said LOA ISIN to secured Debenture ISIN immediately after the receipt of confirmation of registration of charge from the RoC. Disclaimer Clause This Issue is being made strictly on a private placement basis. Since our Company is a Non-Banking Financial Company, the provisions of section 67(3) of the Companies Act, 1956, restricting the offer or invitation for subscription to fifty or more persons, are not applicable. Nothing in this Information Memorandum/ Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures. This Information Memorandum/ Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.


24

This Information Memorandum/Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. This Information Memorandum/ Disclosure Document has been prepared in conformity with the SEBI Regulations. Therefore, as per the applicable provisions, copy of this Information Memorandum/ Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Information Memorandum/ Disclosure Document has not been filed with the RoC or the SEBI. Consents Axis Trustee Services Limited has given its written consent for its appointment as Debenture Trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum/ Disclosure Document.


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OFFERING INFORMATION

Terms of the Issue The Company proposes to issue Zero coupon secured, redeemable, non-convertible Debentures of the face value of Rs. 10 lacs aggregating to Rs. 90 crores. The Debentures shall be issued in terms of a registered trust deed against mortgage on property owned by the Company as described below under the heading “Description of Property”. The Debentures shall further be secured by first hypothecation charge / assignment of rentals and instalments receivable arising out of assets financed with security cover of 1.25:1. The Company shall produce to the satisfaction of the Debentureholders, a certificate stating that the title of the property offered as security is marketable. Appropriate permissions for creation of pari passu charge in favour of Debentureholders and/or the Debenture Trustee shall be obtained from all prior creditors. The Company shall furnish a confirmation certificate in favour of the Debenture Trustee that the security created by it in favour of the Debentureholders is properly maintained and is in accordance with the terms described in this Information Memorandum/ Disclosure Document. Until the Maturity Date, the Company shall not transfer the property charged as security to the Debentureholders, without the prior consent of the Debenture Trustee and the Debentureholders. The Company shall not execute any agreement for sale of any shop/Office/ or any other structure constructed on the property offered as security to the Debentureholders, without the prior consent of the Debenture Trustee and the Debentureholders. The Debenture Trustee shall supervise the implementation of the conditions regarding creation of security for the debt securities and the Debenture redemption reserve, in compliance with provisions of the Companies Act and other applicable laws. Borrowing powers of the Board Pursuant to a resolution dated June 20, 2007 passed by our shareholders in accordance with provisions of the Companies Act, the Board has been authorised to borrow, for the purpose of the Company, upon such terms and conditions as the Board may think fit up to Rs. 10000 crores and to grant any mortgage, charge or standard security over its undertaking, property and uncalled capital or any part thereof and to issue Debentures, Debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. Description of Property The security for the Debentures shall be created within a period of three months from the Pay-in Date. The description of the property so to be mortgaged is as provided herein below: All that piece and parcel of land situated within the Jurisdiction of Sub-Registrar (Paud) Mulshi Village – Pirangute Gram Panchayat and also within the jurisdiction of Pune Zillaha Parishad, Gat. No. 1-46/A-2, New No. 267/A/2 admeasuring 24700 sq. mtrs. Land out of that 375 sq. mtrs. (i.e. 4036.50 Sq. ft. ) being Plot No. 12, as per the sanctioned lay out of the Town Planning Department, which is more particularly bounded as follows: On or towards the East by : Plot No. 10 & 11 On or towards the West by : Plot No. 13 On or towards the North by : Open space On or towards the South by : 12 Mtr. Internal Road along with right of way and all other easmentary rights thereto together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth.

Nature of Instrument Zero Coupon Secured, redeemable, non-convertible Debentures to be issued on a private placement basis and in dematerialised form. List of Beneficial Owners The Company shall request the Depositories to provide a list of Beneficial Owners as at the end of


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the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Effect of Holidays Should any of the date(s), including the Deemed Date of Allotment, Maturity Date, or the Record Date, as defined in this Information Memorandum/ Disclosure Document, fall on a Sunday or a public holiday or no high-value clearing is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the next working day shall be considered as the effective date. In cases where it is not possible to determine disruption in high-value clearing as stated above, one day prior to the Maturity Date, the next working day shall be considered as the effective date. Tax Deduction at Source As per the amended provisions of the Income Tax Act, 1961, with effect from June 1, 2008, no tax is deductible at source from the amount of interest payable on any listed demat security. Since the Debentures shall be issued in dematerialised mode and shall be listed on the BSE, no tax will be deductible at sources on the payment/credit of interest on these Debentures. However, if these Debentures are rematerialized, tax as applicable under the Income Tax Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/ document/ form, under Section 193 of the Income Tax Act, if any, must be lodged at the Registered Office, at least 15 days before the relevant interest payment becoming due. Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Face Value The Face Value of the Debentures shall be Rs. 10 lacs per Debenture. Issue Price The Issue Price of the Debentures shall be Rs. 10 lacs per Debenture. Issue Size The current issue size of Debentures is of Rs. 90 crores. Discount The Debentures are being issued at face value and no discount is being offered. Market Lot The minimum lot size for trading of the Debentures on the Stock Exchange is proposed to be one Debenture. Debt Equity Ratio The debt equity ratio of the Company, based on the Unaudited Financials as on December 31, 2008 was 6.21:1 and after the Issue shall be 6.31:1. Minimum Number of Debentures The applications must be made for a minimum of one Debenture and in multiples of one Debenture thereafter. Application for the Debentures How to Apply Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft or cheque or electronic transfer drawn or made payable in favour of “Srei Equipment Finance Private Limited” and should be crossed “Account Payee only”. It may be noted that payment by any other means shall not be accepted. The full amount of the Face Value applied for has to be paid along with the delivery of the fully completed and executed Application Form together with


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other applicable documents described below. The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit. Who can apply Nothing in this Information Memorandum/Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Information Memorandum/Disclosure Document, and this Information Memorandum/ Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act. This Information Memorandum/Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, include Financial Institutions, Insurance Corporations, Provident & Pension Funds, Corporate Investors, FIIs registered with SEBI. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.

(a) Applications by Provident Funds, and Pension Funds

The application must be accompanied by certified true copies of (i) trust deed / bye-laws / regulations; (ii) resolution authorising investment; and (iii) specimen signatures of authorised signatories.

(b) Applications by Companies / Financial institutions

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association / constitutional documents / bye-laws; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signatures of authorized signatories;

(c) Application by Insurance Companies

The applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii) Power of Attorney; (iii) resolution authorising investment and containing operating instructions; and (iv) specimen signatures of authorised signatories.

(d) Application by FIIs registered with SEBI

The application should be accompanied by certified true copies of (i) PAN Card of the FII; (ii) constitutional documents; (iii) resolution authorizing investment and containing operating instructions; and (iv) tax residency certificate

Application under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Corporate Office. Minimum Subscription As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore SEFPL shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

Basis of Allotment The Company has the sole and absolute right to allot the Debentures to any applicant. Right to Accept or Reject Applications The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason. Application Forms that are not complete in all


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respects shall be rejected at the sole and absolute discretion of the Company. Interest on Application Money Interest on application money, if applicable will be paid to investor at YTM from the date of realization of subscription money upto one day prior to the Deemed Date of Allotment. Such interest shall be payable within seven working days from the Deemed Date of Allotment. YTM The YTM for the Debenture shall be 10.50% per annum XIRR. Deemed Date of Allotment (Board Meeting is reqd to allot debentures. Pl ensure) All benefits relating to the Debentures will be available to the investors from the Deemed Date of Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. SEFPL reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. The Deemed Date of Allotment may be changed (pre-poned/ postponed) by SEFPL at its sole and absolute discretion.

Redemption Amount The Debentures shall be redeemed at premium on expiry of tenor of the Debentures. The entire principal amount of the Debentures will be repaid at premium, on the Maturity Date. No redemption of the Debentures on surrender by the Debentureholder(s) shall be allowed prior to the Maturity Date. Redemption Premium The Debentures shall be redeemed at premium on expiry of tenor of the debentures. The redemption premium will be 10.50% p.a. payable on maturity. Maturity Date 365 days from the Deemed Date of Allotment. Payment on Redemption Payment of the redemption amount of the Debentures will be made by our Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by our Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of our Company towards the Debentureholders. On such payment being made, our Company will inform the Depositories and accordingly the account of the Debentureholders with Depositories will be adjusted. Our Company’s liability to the Debentureholder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after the Maturity Date, in all events save and except for the Debentureholder’s right of redemption as stated above. Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the Debentures, the liability of our Company shall stand extinguished.


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Call and Put Option There shall not be any Call and Put Option is intended to be created on the Debentures.

Currency of Payment All obligations under the Debentures including yield, are payable in Indian rupees only. Issue of Debentures in Dematerialised Form The Debentures will be issued in dematerialised form. The Company has made arrangements with the depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DPID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor. Issue of Debenture Certificates After completion of all legal formalities, the Company will issue the Debentures certificate(s) within the time specified under the applicable laws. The Company shall credit the depository account of the allottee within one working day from the deemed Date of Allotment. Splitting and Consolidation Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture. Power of Company to exercise right to repurchase and/or reissue the Debentures The Company will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the Maturity Date, subject to applicable law and in accordance with the prevailing guidelines/ regulations issued by the RBI, the SEBI and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the Debentures either by re-issuing the same Debentures or by issuing other Debentures in their place. Further, in respect of such re-purchased/redeemed Debentures, the Company shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or re-issue at such price and on such terms and conditions as it may deem fit and as permitted by law. Eligible Holders and Mode of Transfer The title to the Debentures shall pass by execution of duly stamped transfer deed(s) accompanied by the Debentures certificate(s) together with necessary supporting documents. The transferee(s) should deliver the Debenture certificates to the Company for registration of transfer in the Register of Debentureholders at the Corporate Office. The Company on being satisfied will register the transfer of such Debentures in its Register of Debentureholders. The person whose name is recorded in the Register of Debentureholders shall be deemed to be the owner of the Debentures. Request for registration of transfer, along with the necessary documents, and all other communications, requests, queries and clarifications with respect to the Debentures should be addressed to and sent to the Corporate Office. No correspondence shall be entertained in this regard at any other branches or any of the offices of the Company. In the event the Debentures are issued in physical form, the Company shall use a common form of transfer. The request from Registered Debentureholder(s) for splitting/ consolidation/dematerialisation of Debenture certificates will be accepted by the Company only if the original Debentures certificate(s) is/are enclosed along with an acceptable letter of request. No requests for splits below the Market Lot will be entertained. Transfer of Debentures in dematerialised form would be in accordance to the rules/ procedures as prescribed by the Depositories. Common Form of Transfer


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The Company will issue the Debentures in Demat Form only. However, the Company would use a common transfer form for physical holdings. Succession In the event of demise of a Registered Debentureholder, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debentureholder or the holder of succession certificate or other legal representative of the demised Debentureholder as the Registered Debentureholder of such Debentures, if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder as being entitled to the Debentures standing in the name of the demised Debentureholder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law. Issue of Duplicate Debenture Certificates If any Debenture certificate(s) is/are mutilated or defaced, then, upon production of such certificates at the Corporate Office, the same will be cancelled and a new Debenture certificate issued in lieu thereof. If any Debenture certificate is lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof, new certificate(s) shall be issued. A fee will be charged by the Company on each fresh Debenture certificate issued hereunder as per the provisions contained in the Articles of Association. Notices The Company agrees to send notice of all meetings of the Debentureholders specifically stating that the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be applicable for such meeting. The notices, communications and writings to the Debentureholder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered Debentureholder(s) at the address of the Debentureholder(s) registered with the Corporate Office. All notices, communications and writings to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company at its Corporate Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debentureholders The Debentureholder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company. Modifications of Rights The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-fourth of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, carried by a majority consisting of not less than three- fourth of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourth in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company. Future Borrowings The Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu or junior to the Debentures) and other instruments and securities to


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any person or persons including to the public or a section of the public and/or members of the Company and/or to raise further loans, advances and/or avail further financial and/or guarantee facilities from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debentureholders/Debenture Trustee. Governing Laws and Jurisdiction The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debentureholders, by purchasing the Debentures, agree that the Kolkata High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures. Dispatch of Refund Orders The Company shall ensure dispatch of refund orders of value over Rs. 1,500 and Debenture certificates by registered post. Tax Benefits In the case of our Company, the amount of interest in respect of capital borrowed for the purpose of business is allowed as a deduction under section 36(1)(iii) of the IT Act. The amount of interest received/ receivable is treated as taxable income in the hands of the Debentureholders. Submission of completed Application Form All applications duly completed accompanied by account payee cheques/ drafts/ application money/ transfer instructions from the respective investor’s account to the account of the issuer, shall be submitted at the Registered/Corporate Offices.

Issue Programme

Issue Opening Date February 10, 2009

Issue Closing Date February 10, 2009

Deemed Date of Allotment February 10, 2009

The Company reserves the right to change the Issue time table, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons therefore or prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum/Disclosure Document. Tenor The tenor of the Debentures shall be 365 (three hundred sixty five) days from the Deemed Date of Allotment Mode of Payment All cheques/ drafts/ transfers/ RTGS must be made payable to “Srei Equipment Finance Private Limited”. Procedure and Time of Schedule for Allotment and Issue of Certificates Debentures would be allotted by such persons as are authorised by the Board from time to time. The Company will execute and dispatch/ credit to the DP account of the allottee, in favour of the allottees within one working day from the deemed Date of Allotment. Loss of Interest Cheques/Refund Cheques Loss of interest cheques/ refund cheques should be intimated to the Company alongwith request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company.


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Servicing behavior of the existing debt securities The Company has discharged all its liabilities in time and would continue doing so in future as well. The Company has been regular in payment of interest and principal amounts, as and when due, and has not defaulted in any such payments. Permission / Consent from the prior creditors Permission / consent from prior creditor for a pari passu charge being created in favour of the trustee to the proposed issue has been obtained. Debenture Trustee The Company has appointed Axis Trustee Services Limited as the Debenture trustee for the Issue. All the rights and remedies of the Debentureholders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debentureholders. All investors are deemed to have irrevocably given their authority and consent to Axis Trustee Services Limited to act as their Debenture Trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debentureholders shall discharge the Company pro tanto to the Debentureholders. The Debenture Trustee shall carry out its duties and shall perform its functions under the SEBI Regulations and this Information Memorandum/ Disclosure Documents, with due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed entered into between the Company and the Debenture Trustee. A notice in writing to the Debentureholders shall be provided for the same. The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis. The Debenture Trustee shall duly intimate the Debentureholders and the general public by issuing a press release on occurrence of any of the following events: (a) default by the Company to pay interest on the Debentures or redemption amount;

(b) failure of the Company to create a secure the Debentures; and

(c) revision of credit rating assigned to the Debentures. Such information shall also be placed on the websites of the Debenture Trustee, the Company and the Stock Exchange.


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DECLARATION We declare that all the relevant provisions of the Companies Act, 1956 and the relevant Regulations/Guidelines issued by SEBI have been complied with and no statement made in this Information Memorandum / Disclosure Document is contrary to the provisions of the Companies Act, 1956 and such Regulations/Guidelines issued by SEBI, as the case may be. The information contained in this Information Memorandum / Disclosure Document is as applicable to privately placed debt securities and subject to information available with the Company. The extent of disclosures made in the Information Memorandum / Disclosure Document is consistent with disclosures permitted by regulatory authorities to the issue of securities made by companies in the past. Signed for and on behalf of SREI EQUIPMENT FINANCE PVT. LTD. sd- Hemant Kanoria Vice Chairman & Managing Director Date: January 28, 2009 Place: Kolkata


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Rating Rationale of Rating Agency Annexure – A

Annual Report of the Company for the Year Ended March 31, 2008 Annexure – B

Unaudited Financial Results of the Company for the Nine Months Ended

December 31, 2008 Annexure – C