SREI INFRASTRUCTURE FINANCE LIMITED Draft Shelf Prospectus (August 19, 2022)

DISCLAIMER - IMPORTANT

NOTE: ELECTRONIC VERSION OF THE DRAFT SHELF PROSPECTUS YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY KARVY INVESTOR SERVICES LIMITED IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.  THE DRAFT SHELF PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEB SITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH REGULATION 6.3 OF THE SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED (THE “SEBI DEBT REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE DRAFT SHELF PROSPECTUS. BY ACCESSING THE DRAFT SHELF PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.
These materials are not directed at or accessible by following persons:

• Minors without a guardian name (Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872)
• Foreign nationals except as may be permissible under the applicable law;
• NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of
• the USA, and/or, (iv) subject to any taxation laws of the USA;
• NRIs on repatriation basis;
• Persons resident outside India including without limitation Foreign Institutional Investors, Foreign

Portfolio Investors, Qualified Foreign Investors and Overseas Corporate Bodies;

• Persons ineligible to contract under applicable statutory/regulatory requirements; and
• Any category of investor other than the Investors falling under Categories I, II and III

Neither KARVY INVESTOR SERVICES LIMITED, its Directors, employees nor its affiliates represent that the contents of the Draft Shelf Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates.
The contents of the Draft Shelf Prospectus are solely for your information purposes only. You may not and are not authorized to (1) deliver the Draft Shelf Prospectus to any other person or (2) reproduce such Draft Shelf Prospectus in any manner whatsoever. Any distribution or reproduction of the Draft Shelf Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI Debt Regulations or other applicable laws of India and/or in other jurisdictions.
Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated, without any prior notice. You should read it in full each time you visit the site.
Overseas persons
The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section.  Viewing this information in this section may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Basis of access
KARVY INVESTOR SERVICES LIMITED has taken all necessary steps to ensure that the contents of the Draft Shelf Prospectus as appearing on this web site are identical to the Draft Shelf Prospectus filed with the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE” and/or “Designated Stock Exchange”) and the Securities and Exchange Board of India (for record purposes) for its comments in accordance with regulation 6(2) of the SEBI Debt Regulations. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither KARVY INVESTOR SERVICES LIMITED, its Directors, employees nor any of its affiliates accept any liability or responsibility of any nature whatsoever in respect of the alterations or changes which have taken place during the course of transmission of electronic data.
KARVY INVESTOR SERVICES LIMITED, its Directors, employees will not be responsible for any loss or damage that could result from interception and interpretation by any third party(ies) of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes only, in connection with an offering of debt securities under the SEBI Debt Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.
The materials placed herein are for informational purposes and are not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.
Any person seeking access to this portion of KARVY INVESTOR SERVICES LIMITED’s website represents and warrants to KARVY INVESTOR SERVICES LIMITED that they are doing so for information purposes only and are eligible to do so. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in SREI INFRASTRUCTURE FINANCE LIMITED. Further, it does not constitute a recommendation by KARVY INVESTOR SERVICES LIMITED or any other party to sell or buy securities in SREI INFRASTRUCTURE FINANCE LIMITED.
US disclaimer
Nothing in the Draft Shelf Prospectus constitutes an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The NCDs have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state of the United States or other jurisdiction and the NCDs may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. SREI INFRASTRUCTURE FINANCE LIMITED has not registered and does not intend to register under the U.S. Investment Company Act, 1940 in reliance on Section 3(c) (7) thereof. The Draft Shelf Prospectus may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be forwarded to any U.S. Person or to any U.S. address.
Each other purchaser of the NCDs will be required to represent and agree, among other things, that (i) such purchaser is a non-U.S. person acquiring the NCDs in an “offshore transaction” in accordance with Regulation S, and (ii) any reoffer, resale, pledge or transfer of the NCDs by such purchaser will not be made to a person in the United States or to a person known by the undersigned to be a U.S. Person, in each case in accordance with all applicable securities laws.
EU disclaimer
No offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Issue or otherwise in respect of the NCDs, in any member State of the European Economic Area which has implemented the Prospectus Directive except for any such offer made under exemptions available under the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a prospectus pursuant to the Prospectus Directive, in respect of the Issue or otherwise in respect of the NCDs. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision should be made on the basis of the final terms and conditions of the NCDs and the information contained in the Shelf Prospectus read with the respective Tranche Prospectus (es).
Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

• Minors without a guardian name (Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872)
• Foreign nationals except as may be permissible under the applicable law;
• NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of
• the USA, and/or, (iv) subject to any taxation laws of the USA;
• NRIs on repatriation basis;
• Persons resident outside India including without limitation Foreign Institutional Investors, Foreign

Portfolio Investors, Qualified Foreign Investors and Overseas Corporate Bodies;

• Persons ineligible to contract under applicable statutory/regulatory requirements; and
• Any category of investor other than the Investors falling under Categories I, II and III

Note that electronic versions of the information you are seeking to access are being made available on this website by us in good faith. By accessing the information you confirm that your viewing and/or downloading the same will not constitute in the jurisdiction applicable to you a directed solicitation and/or a selling efforts. If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials.

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