Public Issue of Secured RedeemableNon-Convertible Debentures

Issue Opens: 3rd January 2017 Issue Closes: 20th January 2017@

@The Issue shall remain open for subscription on Working Days from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date as may be decided by the Board/ Executive Committee of Directors, as the case maybe, subject to necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through advertisements in a leading national daily newspaper with wide circulation on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be. On the Issue Closing date, the Application Forms will be accepted only between 10 a.m. to 3 p.m. (Indian Standard Time) and uploaded till 5 p.m. or such extended time as may b e permitted by the Stock Exchanges. For further details please refer to “General Information” on page 41 of the Prospectus

Srei Equipment Finance LimitedRegistered Office: ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata 700 046. Tel: +91 33 6639 4700; Fax: +91 33 2285 7542; CIN: U70101WB2006PLC109898

Disclaimer:Capitalized term use and not define shall have the same meaning assigned to such terms in the Prospectus dated December 21, 2016.

Disclaimer Clause of BSE: “It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Prospectus has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer clause of BSE Limited”.

Disclaimer Clause of NSE: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer Clause of NSE”.

Disclaimer Clause of Use of NSE Electronic Platform: “It is to be distinctly understood that permission the permission given by NSE to use their network and Online Platform for facilitating applications for public issue of debt securities shall not in any way be deemed or construed as compliance with statutory and other requirements by Company, Lead Managers, etc , is cleared or approved by NSE; nor does it any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer”.

Disclaimer Clause of RBI: RBI has issued certificate of registration dated June 12, 2007 and certificate of registration dated September 3, 2008 re-classifying our company under the category “asset finance company – non – deposit taking”. 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 nor should it be deemed that RBI has approved it and the RBI does not take any responsibility or guarantee the financial soundness of our company or for the correctness of any of the statements made or opinions expressed by our company in this connection and for repayment of deposits / discharge of liabilities by our company.

Disclaimer of the Issuer: Srei Equipment Finance Limited is, subject to market conditions and other considerations, proposing a public issue of 2,500,000 Secured Redeemable Non-Convertible Debentures of Face Value of `1,000/- each (the “Debentures” or the “NCDs”), amounting to `2,500 million (“Base Issue Size”), with an option to retain oversubscription up to 2,500,000 NCDs of `1,000/- each for an amount upto `2,500 million, aggregating up to `5,000 million (“Overall Issue Size”) and is being offered by way of the Prospectus dated December 21, 2016 (The “Prospectus”), has filed with the Registrar of Companies, West Bengal, the Securities and Exchange Board of India ,BSE and NSE. The Investors are advised to take any decision to invest in the NCDs pursuant to their examination of the Issuer and on the basis of the disclosures made in the Prospectus. Please see the section titled “Risk Factors” beginning on page 15 of the Prospectus for the risks in this regard.

Availability of Prospectus: The Prospectus is available on our website at www.srei.com, on the website of the stock exchange at www.bseindia.com and www.nseindia.com and also on the respective websites of the Lead Managers at www.edelweissfin.com, www.akcapindia.com, www.karvyinvestmentbanking.com, www.srei.com and www.trustgroup.in. Investors proposing to participate in the Issue should invest only on the basis of information contained in the Prospectus dated December 21, 2016. Physical copies of the Prospectus can be obtained from the Company’s Registered Offices and Corporate offices, Offices of the Lead Managers, Lead Brokers and sub-brokers, Trading Members and Designated Branches of the SCSBs.

2

Srei Equipment Finance Limited – The Issuer1

Srei Equipment Finance Limited – Financial Performance2

Issue Structure3

Investment Consideration4

Contents

3

Srei Equipment Finance Limited –The Issuer1

4

About SREI Equipment Finance Limited• Srei Equipment Finance Limited (“SEFL”) is one of India’s leading non-banking financial

company in the organized equipments financing sector with a principal focus on financing infrastructure equipment.

• It is registered with RBI as a non-deposit taking systemically important, non-banking financial company (“NBFC-ND-SI”). It is classified as “Assets Finance Company” (AFC) within the meaning of NBFC.

• It provides financial products and services to companies operating in the construction, mining, technology and solutions, healthcare, ports and railways, oil and gas, agriculture and transportation sectors. Financial products and services offered by SEFL comprise loans, leases, rentals and fee-based services.

• SEFL enjoys a pan-India presence in approximately 21 states, including 89 branch offices with more than 60,000 customers as on September 30, 2016.

• SEFL has achieved total AUM of `199,345 million and net worth of `23,956 million as on September 30, 2016.

5

Board of Directors

Hemant Kanoria, Chairman & Managing Director• Mr. Hemant Kanoria has over 36 years of experience in industry, trade and financial services

• Presently serving as Board Member in the Indian Institute of Information Technology, Guwahati, Neotia University and New Delhi Institute of Management

• He has held the position of Chairman of FICCI National Committee on Infrastructure and also served as Board of Governers of Indian Institute of Management, Calcutta (IIM-C) Industry.

Sunil Kanoria, Vice Chairman

• Mr. Sunil Kanoria is a Chartered Accountant with more than 28 years of experience in the financial service industry.

• Presently the President of The Associated Chambers of Commerce & Industry of India, a nominated Council member of The Institute of Chartered Accountants of India and a governing body member of the Construction Industry Development Council.

Kora Ipe Puthenpurockal, Non-Executive & Independent Director

• Mr. Puthenpurockal has a masters degree from Indian Institute of Technology, Mumbai and has 36 years of experience in the field of corporate banking.

• He was senior advisor to the CEO and country manager of BNP Paribas India.

6

Board of Directors

S. Chatterjee, Non-Executive & Independent Director• Over 45 years of experience in Retail, Commercial & Investment Banking and NBFC• Former Executive Director, Axis Bank Limited, Mumbai• He was a member of the Board of Directors of Nabil Bank, Nepal• Extensive exposure in the area of International Banking having worked in SBI, London and as the Chief Representative in

Washington D.C having worked closely with IFC, World Bank and IMF

Dr. Tamali Sen Gupta, Non-Executive & Independent Director (Additional Director)

• Over 30 years’ experience in legal field and is a specialist in transnational legal transactions in media, real estate development, insurance and infrastructure

• Widely published author and a Fellow of the Centre of International Legal Studies at Salzburg. Proprietor of T. Sengupta & Associates, a corporate law practice based in New Delhi.

7

Key Strengths

• With a AUM of `199,345.33 million as on Sept’ 30, 2016, SEFL is one of the leading equipment financing organization in India.

• Widespread branch network enables us to service and support our existing customers.

Leading infrastructure equipment financing NBFC in India

• Our senior and middle management team comprise officials with significant experience in the financial services sector.

• In-depth industry knowledge and loyalty of our management and professionals provide us with a distinct competitive advantage.

Experienced Board and Senior Management

• SEFL is a wholly owned subsidiary of Srei Infrastructure Finance Limited.

• Srei Infra is a well established brand domestically in infrastructure financing business this provides with a significant competitive advantage.

Strong Promoter relationship and brand

• Developed extensive infrastructure sector knowledge and relationships with customers.

• Provide a broad spectrum of financial products and services.

Well positioned to access and appraise borrowers in the growing Indian infrastructure financing sector

8

Key Strengths

• Diversified funding sources like banks loan, issuance of NCDs, ECB, Commercial Paper, securitization etc.

• Established risk management system through robust processes to mitigate the risk and enhance the financial results.

• Presence in approximately 21 states, including 89 branches across India

• Developed a unique relationship based distribution network, managed by the relationship managers as entrepreneurs, and SEPs for our retail business which helps in commanding a better presence and penetration in markets.

Competitive and Diversified sources of Funding

Effective risk management

Pan India Presence

9

Equipment Finance Business Verticals

• Finance / lease for purchase of infrastructure equipment like earthmoving equipment, material handling and road construction equipment etc.

• Target customers include Retail, SME and Strategic players• Average tenor of financing varies from 3-5 years

InfrastructureEquipment

• Finance/lease for purchase of hardware, software and office equipment• Target customers are various institutional and corporate players• Tenor of loan provided varies from 1-5 years

Technologyand Solutions

Financing

• Finance/lease for purchase of all major medical equipment • Medical equipment includes x-ray machine, CT and MRI scaners etc.• Target customers include hospitals and diagnostic centers

Health careEquipmentFinancing

• Finance for purchase of all major farming, agricultural and allied equipment• Farming equipment incudes tractors, which are widely used for sowing, tilling etc.• Target customers basically include contract farmers

Agriculturaland FarmingEquipment

• Finance for used equipment to various customers.• Used equipment includes construction and mining equipment• Target customers basically Retail and SME segment.

UsedEquipment

10

Srei Equipment Finance Limited –Financial Performance2

11

Financial Performance Highlights*

(` in Mn.)

12

Half Year EndedSept 30, 2016

(Audited)

For the year ended March 31, 2016

(Audited)

For the year ended March 31, 2015

(Audited)

For the year ended March 31, 2014

(Audited)Particulars

Assets Under Management

Net worth

Revenue from Operations

Profit After Tax

Gross NPA (%)

Net NPA (%)

Capital Adequacy Ratio (%)

199,345

23,956

12295

688

2.72

1.87

18.70

185,977

23,218

26,138

1152

2.95

1.99

19.62

183,484

22,088

26,014

1,530

4.98

3.83

17.05

181,649

20,391

26,179

2,253

4.97

4.07

17.13

*Financial figures are being rounded off.

Issue Structure3

13

Issue Structure

Issuer • Srei Equipment Finance Limited (“Company” or “Issuer”)

• Public Issue of Secured Redeemable NCDs of face Value of `1,000/- each, for an amount up to `2,500 million (“Base Issue”) with an option to retain oversubscription up to additional `2,500 million aggregating to `5,000 million (“Overall Issue Size”).

• The Net Proceeds raised through this Issue will be utilized for following activities in the ratio provided as below: I. For the purpose of lending/ repayment of loan - minimum 75% of the Net Proceeds of the Issue II. For General Corporate Purposes – up to 25% of the Net Proceeds of the Issue. The unutilized amount if any will be used for purpose of lending/ repayment of loan.

• Issue Opens: January 03, 2017• Issue Closes: January 20, 2017@ (with an option for early closure or extension)

• Proposed to be listed on BSE and NSE. (BSE shall be the Designated Stock Exchange)• National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL)

• BWR AA+ (“BWR Double A plus”) (“Outlook Stable”) by Brickwork Ratings India Private Limited (“Brickwork”)• SMERA AA/Stable (“SMERA Double A/Stable”) by SMERA Ratings Limited (“SMERA”)• 1.0 time of the total outstanding amount of NCDs and interest thereon.

Instrument &Issue size

Credit Rating & Security Cover

Use of Proceeds

Issue Period

Listing & Depositories

14

Investor Category

Category I (Institutional Portion)

Category II (Non-Institutional Portion)

Category III (Individual Category Portion)

Basis of allotment on a first come first serve basis

30% of the Overall Issue Size

20% of the Overall Issue Size

50% of the Overall Issue Size

Lead Managers

Lead Managers

15

Allocation Ratio

*Srei Capital Markets Limited is a wholly owned subsidiary of Srei Infrastructure Finance Limited, which is the Promoter of the Companyand shall only be involved in marketing of the Issue.

*

Issue Structure

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

16

Series

Frequency of Interest Payment NA Monthly Annual NA Monthly NAAnnual

I** II# III*** IV** V# VI VII**

Coupon (% per annum) for NCD Holdersin Category I & Category II

In Multiples of (`)

Coupon (% per annum) for NCD Holdersin Category III

Effective Yield (per annum) for NCD Holdersin Category I and Category II

Effective Yield (per annum) for NCDHolders in Category III

Tenor from Deemed Date of Allotment 400 days

1000(1NCD)

1000(1NCD)

1000(1NCD)

1000(1NCD)

1000(1NCD)

1000(1NCD)

1000(1NCD)

3 years 3 years 3 years 5 years5 years 5 years

N.A. 9.25%8.90% N.A. 9.50%9.11% N.A.

N.A. 9.50%9.12% N.A. 9.75%9.35% N.A.

8.63% 9.29%9.27% 9.27% 9.52%9.50% 9.50%

8.81% 9.54%9.51% 9.55% 9.77%9.75% 9.75%

Face Value/Issue Price of NCDs (` / NCD) `1,000/-

Amount (`/ NCD) on Maturity forNCD Holders in Category III **

`1,097/- `1,000/-`1,000/- `1,315/- `1,000/-`1,000/- `1,593/-

Amount (`/ NCD) on Maturity forNCD Holders in Category I & Category II **

`1,095/- `1,000/- `1,000/- `1,305/- `1,000/- `1,000/- `1,575/-

Mode of Interest Payment Through various mode available

Minimum Application `10,000/- (10 NCDs) across all Series

The principal amount of the NCDs to be issued in terms of the Prospectus together with all interest due on the NCDs in respect thereof shall be secured by way of exclusive first charge in favour of the Debenture Trustee on specific present and/or future receivables/assets and/or first pari passu charge on an identified immovable property of our Company as may be decided mutually by our Company and the Debenture Trustee. Our Company will create appropriate security in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs (along with the interest due thereon).

The Company shall pay to the successful Applicants, interest at 8% on the Application Amount allotted, from the date of realization of the Application Amount through cheque(s)/demand draft(s)/any other mode up to 1 (one) day prior to the Deemed Date of Allotment, subject to deductions under the provisions of the Income Tax Act or any other statutory modification or re-enactment thereof, as applicable. However no interest is to be paid on Application Amount(s) to the ASBA Applicants.

The Company shall pay interest on Application Amounts which is liable to be refunded to the Applicants (other than ASBA Applicants) at the rate 6% subject to the deduction of income tax as per the Income Tax Act, as applicable from the date of realization of the cheque(s) /demand draft (s) upto one day prior to the Deemed Date of Allotment. In the event that such date of realization of the cheque(s)/ demand draft(s) is not ascertainable in terms of banking records, we shall pay interest from three days from the date of upload of the Application on the electronic bidding platform of the Stock Exchanges, whichever is later, upto one day prior to the Deemed Date of Allotment. Such interest shall be paid along with the monies liable to be refunded.

Type of Instrument Secured Redeemable Non-Convertible Debentures

Security

Interest onApplication Amount

Interest on Refund Amount

17

Issue Structure

Investment Consideration4

18

Benefits of Investment in Srei NCDs

Security• Exclusive First Charge in favour of the Debenture Trustee on Specific present and/or future

receivables/asset of the Company and cover of 1.0 time of the total outstanding amount of the NCDs and interest thereon, and first pari passu charge on identified immovable property.

Mode ofAllotment

• The NCDs will be issued in physical as well as dematerialized form to Individual investors only and in dematerialized form to other Categories of Investors.

• Series II & Series V NCDs would be allotted compulsorily in dematerialized form to all Categories of Investors.

Liquidity• Proposed to be listed on BSE and NSE. (BSE shall be the designated Stock Exchange)

• Trading will be in dematerialized form only.

19

• 9.75% Highest Coupon per annum for Individual Category Investors for Series VI in 5 years tenor.

• 9.50% Highest Coupon per annum for Institutional and Non Institutional Category Investor for Series VI in 5 years tenor.

Return

https://sreibonds.com/customer/login

Customer Contact Points

Toll Free: 18004197734(9am to 6pm, Monday – Saturday)

Mail us: connect@sreibonds.com

Website: www.srei.com

www.facebook.com/SreiDebtCapitalMarket

https://twitter.com/SreiBonds

Registered Office: ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542;

Corporate Office: Room no 12 & 13, 2nd Floor, 6A, Kiran Shankar Roy Road, Kolkata - 700 001

Head Office: Plot No Y-10, Block EP, Sector-V, Salt Lake City, Kolkata-700091; Tel: +91 336639 4700;

Corporate Identification No: U70101WB2006PLC109898

Company Secretary and Compliance Office: Mr. Naresh Mathur

Phone: +91 33 6160 7734, Toll Free no.:1800 419 7734, Email-id: connect@sreibonds.com

20

Thank You

21