Preliminary Placement Document

Subject to Completion

Not for Circulation

Serial Number: _____

Strictly Confidential

BAJAJ FINANCE LIMITED Registered Office: Akurdi, Pune 411 035, Maharashtra, India | Corporate Office: 4th Floor, Bajaj Finserv Corporate Office, Off Pune-Ahmednagar Road, Viman Nagar,

Pune 411 014, Maharashtra, India

Tel: +91 (20) 3018 6072 | Fax: +91 (20) 3018 6364

E-mail: investor.service@bajajfinserv.in | Website: www.bajajfinserv.in/finance/ | CIN: L65910MH1987PLC042961

Bajaj Finance Limited, (the Company or Issuer), was originally incorporated as Bajaj Auto Finance Private Limited pursuant to a certificate of incorporation

dated March 25, 1987 issued by the Registrar of Companies, Maharashtra as a private company limited by shares under the provisions of the Companies Act, 1956, as

amended. Our Company became a deemed public limited company by virtue of Section 43A of the Companies Act, 1956 and thereafter got converted into a public

limited company with effect from September 24, 1988. The name of our Company was changed to Bajaj Finance Limited on September 6, 2010. For further details with

respect to change of name, please see section General Informationon page 249.

Our Company is issuing up to [] Equity Shares (as defined below) at a price of `[] per Equity Share (the Issue Price), including a premium of `[] per Equity

Share, aggregating up to `45,000 million (the Issue). For further details, please see section Summary of the Issue on page 33.

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE SEBI REGULATIONS) AND SECTION 42 OF THE COMPANIES ACT, 2013, AS AMENDED

AND THE RULES MADE THEREUNDER

The equity shares of our Company of face value of `2 each (the Equity Shares) are listed on National Stock Exchange of India Limited (the NSE) and BSE Limited (the BSE,

together with the NSE, the Stock Exchanges). The closing price of the outstanding Equity Shares on the BSE and the NSE as on September 4, 2017 was `1,799.00 and `1,801.35

per Equity Share, respectively. In-principle approvals under Regulation 28(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as amended for listing of the Equity Shares have been received from the BSE and NSE on September 5, 2017. Applications shall be made for obtaining the listing

and trading approvals for the Equity Shares to be issued pursuant to the Issue on the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any

statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to be issued pursuant to the Issue for trading on the Stock Exchanges should not be

taken as an indication of the merits of our Company or of the Equity Shares.

OUR COMPANY HAS PREPARED THIS PRELIMINARY PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH

THE PROPOSED ISSUE.

A copy of this Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4) has been delivered to the Stock Exchanges and a copy of the Placement

Document (which includes disclosures prescribed under Form PAS-4) will be delivered to the Stock Exchanges. Our Company shall also make the requisite filings with the Registrar

of Companies, Maharashtra at Pune (the RoC) and the Securities and Exchange Board of India (SEBI), each within the stipulated period as required under the Companies Act,

2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, each, as amended. This Preliminary Placement Document has not been reviewed by SEBI, the

Reserve Bank of India (the RBI), the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by Eligible QIBs (as defined hereinafter).

This Preliminary Placement Document has not been and will not be registered as a prospectus with the RoC, will not be circulated or distributed to the public in India or any other

jurisdiction, and will not constitute a public offer in India or any other jurisdiction.

THE ISSUE AND THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING DONE IN RELIANCE UPON SECTION 42 OF THE

COMPANIES ACT 2013 AND THE RULES MADE THEREUNDER AND CHAPTER VIII OF THE SEBI REGULATIONS. THIS PRELIMINARY PLACEMENT

DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND ONLY QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN REGULATION

2(1)(zd) OF THE SEBI REGULATIONS (QIBs) WHICH ARE NOT: (A) EXCLUDED PURSUANT TO REGULATION 86(1)(b) OF THE SEBI REGULATIONS; OR

(B) RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER THE SEBI REGULATIONS, ARE ELIGIBLE TO INVEST IN THIS ISSUE (ELIGIBLE QIBs).

YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2)

REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR

UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY

DISTRIBUTION OR REPRODUCTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO

COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND

OTHER JURISDICTIONS.

INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THE ISSUE UNLESS THEY

ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY

READ THE SECTION RISK FACTORS ON PAGE 47 BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE ISSUE. EACH PROSPECTIVE

INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES

TO BE ISSUED PURSUANT TO THE PLACEMENT DOCUMENT. PROSPECTIVE INVESTORS OF THE EQUITY SHARES OFFERED SHOULD CONDUCT

THEIR OWN DUE DILIGENCE ON THE EQUITY SHARES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS PRELIMINARY PLACEMENT

DOCUMENT, YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER.

Invitations, offers and sales of Equity Shares to be issued pursuant to the Issue shall only be made pursuant to this Preliminary Placement Document together with the

Application Form (as defined hereinafter) and the Placement Document (as defined hereinafter) and the Confirmation of Allotment Note (as defined hereinafter). For

further details, see the section Issue Procedure on page 195. The distribution of this Preliminary Placement Document or the disclosure of its contents without our

Companys prior consent to any person, other than Eligible QIBs and persons retained by Eligible QIBs to advise them with respect to their purchase of Equity Shares, is

unauthorised and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing restrictions and

to make no copies of this Preliminary Placement Document or any documents referred to in this Preliminary Placement Document.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or the

securities laws of any state of the United States 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 U.S. Securities Act and applicable state securities laws. Our Company is an investment company (as defined in the U.S.

Investment Company Act of 1940, as amended, and the related rules (the U.S. Investment Company Act) and has not been and will not be registered under the U.S.

Investment Company Act. Accordingly, the Equity Shares are being offered and sold only (a) to persons in the United States and to U.S. persons (as defined in

Regulation S (Regulation S) under the U.S. Securities Act) who are both (i) qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act and

referred to herein as U.S. QIBs) and (ii) qualified purchasers (as defined in Section 2(a)(51) of the U.S. Investment Company Act and referred to herein as

Qualified Purchasers) pursuant to Section 4(a)(2) of the U.S. Securities Act and Section 3(c)(7) of the U.S. Investment Company Act and (b) to persons outside the

United States who are non-U.S. persons in reliance on Regulation S. For a description of selling restrictions in certain other jurisdictions, see Selling Restrictions on

page 206. The Equity Shares are transferable only in accordance with the restrictions described in Transfer Restrictions on page 212.

The information on our Companys website or any website directly or indirectly linked to our Companys website or the websites of the GCBRLM and the BRLMs does not

constitute nor form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, any such websites.

This Preliminary Placement Document is dated September 5, 2017.

GLOBAL COORDINATOR AND BOOK RUNNING LEAD

MANAGER BOOK RUNNING LEAD MANAGERS

JM Financial Institutional Securities Limited Goldman Sachs (India) Securities Private Limited Kotak Mahindra Capital Company Limited

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