What are Non-Convertible Debentures (NCDs)?

Whenever a company wants to raise money from the public or institutions, it issues a debt paper for a specified tenure
where it pays a fixed interest on the investment. This paper is known as a debenture. Some of the debentures are
termed as convertible debentures since they can be converted into equity shares on maturity. A Non - Convertible
debenture or NCD does not have the option of conversion into shares and on maturity the principal amount along with
accumulated interest is paid to the holder of the instrument.
Advantages of investing in NCDs.
Better Returns: NCDs in the past have offered interest rates which were quite attractive as compared to interest on
other fixed-income options.
No Tax deduction at source: There is no tax deduction at source (TDS) on NCDs offered in DEMAT mode and listed
on a stock exchange as per section 193 of the IT Act.
Higher Safety: NCD issues by NBFCs are secured debt, which means they are completely secured by assets of the
company. NCDs are also rated by credit rating agencies, which indicates the degree of safety regarding timely servicing
of financial obligations.
Good Liquidity: NCDs offer good liquidity due to Stock Exchange listing.
PRODUCT NOTE
^ For details terms and conditions please refer to Prospectus dated
May 5, 2014 filed with the Registrar of Companies, Kolkata, West Bengal. Visit us at www.sreibonds.com.
0.25% extra for existing investors^
Issue starts 9
th
May 2014 to 9
th
June 2014
#
uPTO 12%
^
Interest.
Complete peace of mind.
With SREI NCDs.
Investment Highlights
Individual investors can apply in NCDs of different tenors- 3 years and 5 years.
Monthly, Annual and Cumulative interest payment option available.
Individual Category of Investors can hold NCDs both in Physical and Demat form except series I
and Series VI NCD.
The issue is rated 'CARE AA- (Double A minus)' (Outlook:Stable) by CARE and 'BWR AA (BWR
Double A)' by Brickwork which indicates a high degree of safety regarding the timely servicing
of financial obligations.
Proposed to be listed on BSE and NSE to provide liquidity.
Minimum application size is 10,000 and will be allotted on first come first serve basis.
Interest on application amount-The Company shall pay to the successful applicants, interest at
the rate of 10% p.a. on the application money for the NCDs allotted.
The NCDs will be fully secured.
^Additional coupon of 0.25% p.a. for existing bondholders and/or equity shareholders of the
company for Individual Category of investors on Deemed Date of Allotment.
Who Can Apply
CATEGORY I (Institutional Category)
Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks
and Regional Rural Banks which are authorized to invest in NCDs;
Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are
authorized to invest in NCDs;
Venture Capital Funds and/or Alternative Investment Funds registered with SEBI.
Insurance Companies registered with IRDA;
National Investment Funds;
State Industrial Development Corporation; and
Mutual Funds.
CATEGORY II (Non Institutional Category)
Companies, bodies corporate and societies registered under applicable laws in India and
authorized to invest in the NCDs;
Public/Private Charitable/Religious trusts which are authorized to invest in NCDs;
Scientific and /or industrial research organizations; which are authorized to invest in the NCDs;
Partnership firms in the name of partners; and
Limited Liability Partnership formed and registered under the provisions of the LLP Act, 2008
(No.6 of 2009); and
Any other incorporation and/or unincorporated body persons.
CATEGORY III (Individual Category)
Resident Indian Individuals.
Hindu Undivided Families through the Karta.
About the Company
Srei Infrastructure Finance Limited (Company) is a RBI registered non- deposit taking NBFC.
A significant lender in the private infrastructure financing sector.
Classified as Infrastructure Finance Company in the year 2011.
Notified as Public Financial Institution status by the MCA, under section 4A of Companies
Act, 1956.
A listed entity on BSE, NSE and CSE. One of the NBFCs in India to be listed on LSE
(London Stock Exchange).
Key Strengths
With over 25 years of experience in the infrastructure sector, Srei Infrastructure has been a holistic
infrastructure institution having a pan-India presence with a network of 198 offices
Diversified product portfolio and presence across the infrastructure space to boost the growth path.
Experienced Management team to steer ahead the Company in its growth path.
One of the few Indian NBFCs to have accessed the International market for funds and get listed on
London Stock Exchange.
With a large customer base and ` 34,754 Crore of Consolidated Asset Under Management as on
September 30, 2013.
Consolidated group net worth is ` 3,484 Crore and Profit After Tax (PAT) is ` 88 Crore for half year
ended September 30, 2013
Key Financials
*
Net Worth
3600
3500
3400
3300
3200
3100
3000
2900
2800
FY 11
3068
FY 12
3178
FY 13
3397
HFY 14
3484
` in Crore
Asset Under Management
40000
35000
30000
25000
20000
15000
10000
5000
0
FY 11
20505
FY 12
30764
FY 13
33330
HFY 14
34754
` in Crore
Total Income
3500
3000
2500
2000
1500
1000
500
0
FY 11
1638
FY 12
2446
FY 13
3110
HFY 14
1604
` in Crore
PAT
300
250
200
150
100
50
0
FY 11
179
FY 12
111
FY 13
263
HFY 14
88
` in Crore
*All the figures are on
consolidated basis
SMS SREI to 56161
Srei Infrastructure Finance Limited.
Registered Office: Vishwakarma 86 C, Topsia Road (South), Kolkata 700046.
^ For details terms and conditions please refer to Prospectus dated May 5, 2014 filed with the Registrar of Companies, Kolkata, West Bengal.
Disclaimer Clause of Use of NSE Electronic Platform: It is to be distinctly understood that 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 Srei Infrastructure Finance Limited, LMs, Co-LMs, etc. is cleared or approved by NSE; nor
does it in 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 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 of the Issuer: Srei Infrastructure Finance Limited is, subject to market conditions and other considerations, proposing a public issue of 750,000 Secured Redeemable Non-Convertible Debentures of
face value of ` 1000/- each (NCDs) for an amount upto ` 750 million ("Base Issue") with an option to retain oversubscription upto additional 750,000 NCDs of ` 1000/- each for an amount upto ` 750 million
aggregating to ` 1500 million ("Overall Issue Size") and has filed a Prospectus dated May 5, 2014 with the Registrar of Companies, Kolkata, West Bengal, the Securities and Exchange Board of India, BSE Limited
and the National Stock Exchange of India Limited. 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 13 of the Prospectus for the risks in this regard
Availability of Prospectus: Full copy of the Prospectus will be available on the websites of the Issuer, Lead Managers, Co-Lead Managers, SEBI, BSE and NSE at www.srei.com, www.icicisecurities.com,
www.akcapindia.com, www.spacapital.com, www.srei.com, www.karvy.com, www.integratedindia.in, www.rrfinance.com, www.smccapitals.com, www.bajajcapital.com, www.sebi.gov.in, www.bseindia.com and
www.nseindia.com, respectively. Physical copies of the Prospectus can be obtained from the Companys Registered and Corporate Office, as well as offices of the members of the Syndicate.
# The Issue shall remain open for subscription from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date as may be
decided by the Board/ Committee of Directors, as the case may be, subject to necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is
provided to the prospective investors through advertisements in a leading national daily newspaper on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be. Axis Trustee
Services Limited has, pursuant to regulations 4(4) of SEBI Debt Regulations, by its letter dated March 21, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be
included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.