Investment Banking

DISCLAIMER – IMPORTANT

Please read this notice carefully – it applies to all persons who view this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the website.

ELECTRONIC VERSION OF THE DRAFT RED HERRING PROSPECTUS DATED AS OF NOVEMBER 28, 2017 (THE “DRAFT RED HERRING PROSPECTUS”) OF SREI EQUIPMENT FINANCE LIMITED (THE “COMPANY”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing. The following disclaimer applies to the Draft Red Herring Prospectus filed with the Securities and Exchange Board of India and hosted on this website in connection with the proposed public offering of securities of the Company. You are advised to read this disclaimer carefully before viewing, reading, accessing or making any other use of the Draft Red Herring Prospectus. In accessing the Draft Red Herring Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

Confirmation of Your Representation: By proceeding, you confirm that you are a resident of the country you identified earlier and accessing this website from within the country you identified earlier, and you additionally represent, warrant and agree that you are not accessing this website from within the United States, the United Kingdom, Canada, Japan or the People's Republic of China.

Restrictions MATERIALS MADE AVAILABLE ON THIS WEBSITE, INCLUDING THE DRAFT RED HERRING PROSPECTUS, ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, JAPAN OR THE PEOPLE'S REPUBLIC OF CHINA. THESE MATERIALS ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THESE MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION FOR AN OFFER TO BUY SECURITIES IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, JAPAN, THE PEOPLE'S REPUBLIC OF CHINA OR IN ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES DESCRIBED IN THE DRAFT RED HERRING PROSPECTUS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE U.S. STATE SECURITIES LAWS. ACCORDINGLY, THE SECURITIES DESCRIBED IN THE DRAFT RED HERRING PROSPECTUS ARE BEING OFFERED AND SOLD (I) WITHIN THE UNITED STATES TO PERSONS REASONABLY BELIEVED TO BE “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND THE APPLICABLE LAWS OF THE JURISDICTIONS WHERE SUCH OFFERS AND SALES OCCUR.

ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WOULD BE MADE BY MEANS OF A PROSPECTUS THAT COULD BE OBTAINED FROM THE ISSUER OR SELLING SECURITY HOLDER AND WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. NO PUBLIC OFFERING OR SALE OF SECURITIES IN THE UNITED STATES IS CONTEMPLATED. THE INFORMATION CONTAINED IN THIS WEBSITE, INCLUDING ANY MATERIAL YOU MAY HEREAFTER ACCESS, IS NOT TO BE PROVIDED BY YOU TO ANY OTHER PERSON, IN ELECTRONIC FORM OR OTHERWISE, AND IS NOT TO BE ACCESS, PUBLISHED, COPIED, FORWARDED OR OTHERWISE DISSEMINATED IN OR INTO THE UNITED STATES.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) FORWARD OR DELIVER THE DRAFT RED HERRING PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE THE DRAFT RED HERRING PROSPECTUS (OR ANY PORTION THEREOF) IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE DRAFT RED HERRING PROSPECTUS 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.

Nothing in the Draft Red Herring Prospectus constitutes an offer or an invitation by or on behalf of either the issuer of the securities or any of the members of the syndicate to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute “directed selling efforts” (as defined in Regulation S under the Securities Act) or “general solicitation” or “general advertising (within the meaning of Regulation D under the Securities Act) in the United States.

You are reminded that you have accessed the Draft Red Herring Prospectus on the basis that you are a person into whose possession the attached Draft Red Herring Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or forward this document, electronically or otherwise, to any other person. If you have gained access to the Draft Red Herring Prospectus contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

Neither the Draft Red Herring Prospectus nor anything contained in it or them shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. You are reminded that the information in the Draft Red Herring Prospectus is not complete and may be changed. None of ICICI Securities Limited, Srei Capital Markets Limited, CLSA India Private Limited, Credit Suisse Securities (India) Private Limited, Haitong Securities India Private Limited, IIFL Holdings Limited, Motilal Oswal Investment Advisors Limited and Nomura Financial Advisory and Securities (India) Private Limited, or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of the Draft Red Herring Prospectus or their respective contents or otherwise arising in connection therewith.

Overseas Persons Accessing this website or any materials made available on this website, including the Draft Red Herring Prospectus, may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to access this website. Any person who wishes to access this website or any materials made available on this website 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.

By clicking “I Accept” below, you acknowledge and agree that (i) you have read and understood the disclaimer set out above; (ii) you understand that it may affect my rights; and (iii) you agree to be bound by its terms.

Please note that forms downloaded and used for subscription to the Issue in contravention of the above will be rejected with no recourse to IIFL Holdings Ltd., the issuer, or any of their respective affiliates.

I hereby declare that I am a resident of