SREI Infrastructure Finance Ltd Auditor Reports

<dhhead>Independent Auditors’ Report</dhhead>

To the Members of Srei Infrastructure Finance Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of Srei Infrastructure Finance Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 2024, the Statement of Profit and Loss (including Other Comprehensive Income) for the year ended on that date, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and Notes to the Standalone Financial Statements, including a summary of Material accounting policies and other explanatory information (hereinafter referred to as the "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements givethe information required bythe Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements Section of our report. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to the following matters in the notes to the Standalone Financial Statements:

a. Note No. 1.2.3 to the Standalone Financial Statements which describes the significant changes during the year as a result of implementation oftheapproved resolution plan.

b. Note No. 48 to the Standalone Financial Statements which describes the impact of various steps undertaken for implementation of the resolution plan approved by Hon’ble NCLT vide its order dated August 11, 2023 in the Standalone Financial Statements.

Our opinion on the Standalone Financial Statements is not modified in respect of the above stated matters.

Information Other than the Standalone Ind AS financial statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in Other Section of Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Ind AS financial statements

The Reserve Bank of India (‘RBI’) vide press release dated October 4, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (‘RBI Act’) superseded the Board of Directors of the Company and appointed an Administrator under Section 45-IE (2) of the RBI Act. Further, RBI, in exercise of powers conferred under Section 45-IE (5) (a) of the RBI Act, has constituted a three-member Committee of Advisors for advising the Administrator.

The RBI had also filed application for initiation of Corporate Insolvency Resolution Process (‘CIRP’) against the Company under Section 227 read with clause (zk) of sub-section (2) of Section 239 of the Insolvency and Bankruptcy Code (IBC), 2016 (‘the Code’) read with Rules 5 and 6 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019 (‘FSP Insolvency Rules’) before the Hon’ble National Company Law Tribunal, Kolkata Bench (‘Hon’ble NCLT’). Hon’ble NCLT vide its order dated October 8, 2021, admitted the application filed by RBI for initiation of CIRP against the Company. Further, Hon’ble NCLT gave orders for appointment of Mr. Rajneesh Sharma, as the Administrator to carry out the functions as per the Code and that the management of the Company shall vest in the Administrator.

The Administrator, after adopting proper procedure, had filed applications for consolidated resolution process before the Hon’ble National Company Law Tribunal-Kolkata Bench (Hon’ble NCLT) in the case of Srei Infrastructure Finance Limited and Srei Equipment Finance Limited (IA No. 1099 of 2021 under CP.294/KB/2021 and IA No. 1100of 2021 under CP.295/KB/2021).The application in this matter was admitted and the final order was received on February 14, 2022 wherein the Hon’ble NCLT approved the consolidation of the corporate insolvency of Srei Infrastructure Finance Limited and Srei Equipment Finance Limited.

The Consolidated Committee of Creditors (CoC) took on record three Resolution Plans received from Prospective Resolution Applicants (PRAs) on January 18, 2023. The three Resolution Plans received by the Consolidated CoC were put to e-voting. The Consolidated CoC took on record the results of the e-voting in CoC meeting held on February 15, 2023, and the resolution plan submitted by National Asset Reconstruction Company Limited (NARCL) was duly approved by CoC by majority voting under Section 30(4) ofthe IBC read with Regulation 39(3) of CIRP Regulations, 2016, thereby, declaring NARCL as Successful Resolution Applicant (SRA). The resolution plan of NARCL approved by Consolidated Committee of Creditors (CoC) was filed before Adjudicating Authority on February 18, 2023 for its approval and the same was approved by Hon’ble NCLT vide its Order dated August 11, 2023.

In terms of the resolution plan approved by Hon’ble NCLT order dated August 11,2023, an Implementation and Monitoring Committee ("IMC") had been constituted which was empowered to supervise the implementation of the approved resolution plan and oversee the management of the affairs of the Company as per the terms of the approved resolution plan. The IMC in its meeting dated August 16, 2023 passed a resolution appointing the Administrator as Chairman of IMC and vide IMC resolution dated August 17, 2023 authorized him to continue to operate all the bank accounts and undertake various activities as are required to ensure the Company’s status as a going concern during the implementation of the approved resolution plan. IMC stands dissolved and the Board of the Company was re-constitutedon February 26, 2024, to take charge of the affairs of the Company.

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India including the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 ("the Act").

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracyand completeness of theaccounting records, relevantto the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the management of the Company are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative butto do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide

a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higherthan forone resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, orthe override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The audit of comparative financial information ofthe Company forthe year ended 31st March, 2023 prepared in accordance with Indian Accounting Standards was carried out bythe predecessorauditor. The predecessor auditor had given Disclaimer of Opinion Report for the said period vide their report dated May 16, 2023, whose reports have been furnished to us by the management and which have been relied upon by us for the purpose of our audit of the Financial Statements. Our audit report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of subSection (11) of Section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ii. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014;

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statements of Cash Flows dealt with by this report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on March 31, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company do not have any pending litigations on its financial position in its financial statements. Refer Note No. 27 to Standalone Financial Statement.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund bythe Company.

iv. a) As represented by the management, to the best of its

knowledge and belief, as disclosed in the note no 35 to Standalone Financial Statementno funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, thatthe Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company ("Ultimate

Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) As represented by the management that, to the best of its knowledge and belief, as disclosed in the note no 35 to Standalone Financial Statement, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared/paid any dividend paid during the year. Hence, reporting the compliance with Section 123 of the Act is not applicable.

vi. a) Based on our examination, which included test checks,

except for the instances mentioned below, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which have a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the respective software:

1. The feature of recording audit trail (edit log) facility was not enabled at the data base level to log any direct data changes for the accounting software’s i.e. Oracle, used for maintaining the books of account. Consequently, we were unable to verify the integrity of audit trail throughout the year.

b) Further, based on our examination, the Company has used accounting software which is operated by a third- party software service provider, for maintaining its books of account. In absence of ‘Right to Audit’ clause in the agreements entered with the third-party software service provider, we are unable to comment whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trial feature been tampered with.

ForSKAGRAWAL AND CO

Chartered Accountants LLP

Chartered Accountants

Firm Registration No.- 306033E/E300272

Sd/-

Hemant Kumar Lakhotia

(Partner)

Membership No. 068851

UDIN: 24068851BKCAZP2116

Place: Kolkata

Dated: June 5, 2024

Annexure A to the Independent Auditors’ Report on the Standalone Financial Statements of Srei Infrastructure Finance Limited for the year ended 31 March, 2024

(Referred to in paragraph under ‘Report on other legal and regulatory requirements’ section of our report of even date)

In terms of the information and explanations sought by us and given by Srei Infrastructure Finance Limited (Company) and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

i. (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) According to information and explanations given to us, the management of the Company has physically verified its Property, Plant and Equipment and no material discrepancies were noticed on such verification.

(c) The title deeds of the immovable properties (other than the properties where the Company is the lessee and the lease agreement are duly executed in favour of lessee), as disclosed in Note 10 on Property, plantand equipmenttothe standalone financial statements, are held in the name of the Company except for the details given below:

Description of property	Gross carrying value (Rs in Lacs)	Held in the name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in name of Company
Building (Saket, New Delhi)	8,747.34	South Lake Properties Pvt Ltd / PushpVihar properties Pvt Ltd / Koshika Properties Pvt Ltd / Wales Properties Pvt Ltd	No	Since 29 September, 2010	Conveyance Deed is pending

(d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets duringtheyear.

(e) According to information and explanation given to us and basis of our examination of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property underthe Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. However,in absence of independent confirmations from the legal counsels/lawyers of the Company with regards to the same, we are unable to report whether any proceedings have been initiated or are pending against the Company as at March 31, 2024 for holding any benami property underthe Benami Act.

ii. (a) The Company does not have any inventory. Accordingly, reporting

under Clause 3 (ii)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of our books of records of the Company, the Company has not been sanctioned any working capital limits from any banks or financial institutions during any point of time of the year under review. Accordingly, reporting under Clause 3(ii)(b) of the Order is not applicable to the Company.

iii. According to the information and explanations given to us and based on the audit procedures conducted by us during the year, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, limited liability partnership firm, firms or other parties during the year. Accordingly, reporting under Clause 3(iii)[(a), (b), (c), (d), (e) and (f)] of the Order are not applicabletothe Company.

iv. According to the information and explanation given to us, the

Company has not granted any loans, made investments or provided guarantees or securities in contravention of provisions of Section 185 of the Act. The Company has not made any loans or securities to the parties covered under Section 186 ofthe Act. The Company has complied with the provisions of Section 186(1) of the Act; the other provisions of Section 186 of the Act are not applicable.

v. The Company being a Non-Banking Finance Company registered with the Reserve Bank of India, the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits are not applicable. Accordingly, reporting under Clause 3(v) of the Order is not applicable.

vi. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) Section 148 of the Act for the Company. Therefore, the provision of clause 3(vi) of the order is not applicable on the Company.

vii. According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Service Tax, Sales Tax, Value Added Tax, duty of Custom, duty of Excise, Cess, GST and other statutory dues with the appropriate authorities during the year.

Further, as mentioned in Note 1.2.3 and Note No. 48 ofthe Standalone Financial Statements, pursuant to the approved resolution plan, no amounts was payable to the statutory authorities against their dues and accordingly, all such dues were extinguished. Hence, undisputed amounts payable in respect of goods and service tax, Provident Fund, Employees State Insurance, Income Tax, Service Tax, Sales Tax, Value Added Tax, duty of Custom, duty of Excise, Cess, GST and other statutory dues in arrears as of 31 March, 2024, for a period of more than six months has been waived.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, goods and service tax, cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. As mentioned inNote no. 1.2.3 and Note no.48 of the Standalone Financial Statements all of pending statutory dues pertaining to previous years has been waived, hence no amount is payable to the statutory authorities pertaining to any preceding periods pursuant to the approved resolution plan for the year ended March 31,2024.

viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Hence, the requirement to report on clause 3(viii) of the Order is not applicabletothe Company.

ix. (a) As stated in Note No. 1.2.3 and Note no.48 to the Standalone

Financial Statements, the Company was admitted to CIRP on 08 October, 2021 and accordingly no payments can be made thereafter to the lenders in respect of Intercorporate deposit and Non- convertible perpetual bond, until the resolution process is concluded.

On August 11,2023, the resolution plan was approved by the Hon’ble National Company Law Tribunal("NCLT"), Kolkata bench. Pursuantto theapproved resolution plan, no payments have been made to the lenders and remaining liabilities have been extinguished as provide in the approved resolution plan.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(c) The Company has not obtained any term loans. Hence, the requirement to report on clause 3(ix)(c) of the Order is not applicabletothe Company.

(d) On an overall examination of the financial statements of the Company, no funds have been raised on short-term basis by the Company. Hence, the requirement to report on clause 3(ix)(d) of the Order is not applicable to the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associates. Hence, the requirement to report on clause (ix)(e) of the Order is not applicable to the Company.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

x. (a) The Company has not raised any money during the year by way

of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) During the year, the Company has made preferential allotment of equity shares. The issuance of new equity share has been made by the Company as per terms of the approved resolution plan approved by Hon’ble NCLT, Kolata Bench on August 11, 2023. However, Hon’ble NCLT vide its order dated 11.08.2023 granted relief that no further actions and requirements (including procedural requirement prescribed under the Companies Act, 2013), approval, application or consent shall be necessary on part of the Company for reconstitution of share capital and other actions set out in the approved resolution plan. Hence, all the conditions of Section 42 and 62 of the Companies Act,

2013 has been complied by the Company. Further, the Company has utilized funds raised by way of private placement of equity shares as specified in the approved resolution plan or for the purposes for which they were raised.

xi. (a) During the course of our examination of the books and records

of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. Refer Note no. 32 to the Standalone Financial Statements which states that based on the information available in the public domain, some of the lenders have declared the bank account of the Company as fraud. However, in case of one of the lender, on the basis of petition filed by the ex-promoter before the Hon’ble High Court of Delhi, the Hon’ble Court has passed interim relief to the petitioner vide order dated April 22, 2022, restraining the said lender from taking any further steps or action prejudicial to the petitioner on the basis of the order declaring the bank account as fraud. Thereafter vide order dated May 15, 2023, the application was disposed of directing that the order declaring the account of the Company as fraud was set side. Further, liberty was granted to the banks to proceed ahead in accordance with the direction given in the aforesaid order.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT - 4, as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government, during the year and upto the date of this report. Further, as informed by the Company, the Secretarial Auditor of the Company has not filed any report under Section 143(12) ofthe Actwith the Central Government in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, during the year and upto the date of this report. Accordingly, the reporting under Clause 3(xi)(b) of the Order is not applicable to the Company.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

xii. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the note no. 43 to the standalone financial statements, as required by the applicable accounting standards.

xiv. (a) In our opinion and according to the information and explanation

given to us, the internal audit system of the Company is commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

xv. As stated in Note no. 1.2.3 and 48 of the Standalone Financial statement, the Reserve Bank of India (‘RBI’) vide press release dated October 4, 2021 in exercise of the powers conferred under Section 45-IE (1) ofthe Reserve Bankof India Act, 1934 (‘RBI Act’)

superseded the Board of Directors of the Company and appointed an Administrator under Section 45-IE (2) of the RBI Act. Further, the RBI has also made an application for initiation of CIRP against the Company to Hon’ble NCLT, Kolkata bench for a consolidated CIRP process. The resolution plan has been approved by the Hon’ble NCLT, Kolkata bench on August 11,2023. Pursuant to the approved resolution plan, the Company has been re-constituted its Board of the Director on February 26, 2024. Accordingly, provisions of Section 192 of the ACT are not applicable to Company for the period April 2023, to February 25, 2024.

Further, according to information and explanations given by the management during the period on and after reconstitution of the Board of the Director, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in Section 192 of CompaniesAct, 2013.

xvi. (a) The Company is required to be registered under Section 45-IA

of the Reserve Bank of India Act, 1934 and the Company has obtained the required registration.

(b) The Company has not conducted any non-banking financial orhousing finance activities without having a valid Certificate of Registration from the Reserve Bank of India as per the RBI Act, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Group does not have any CICs as part of the Group. Accordingly, the reporting under Clause 3(xvi)(d) of the Order is not applicable.

xvii. During the audited financial year 2023-2024, the Company did not incur any cash losses. However, we are unable to comment on clause (xvii) of paragraph 3 of the order pertaining to the immediately preceding financial year. This is due to the "Disclaimer of Opinion" issued by the predecessor auditor in their report dated May 16, 2023, concerning the Standalone Financial Statements for the year ending March 31,2023.

xviii. There has been no resignation ofthe statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities,

other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. (a) As at March 31,2021 the Company was having funds amounting to ? 53 Lacs in relation to the Corporate Social Responsibility (‘CSR’) which were unspent. These unspent amounts as per the requirements of Section 135 of the Act were to be transferred to funds specified under Schedule VII to the Act within a period of 6 months. The Company was not able to transfer the aforesaid unspent CSR amount as per the requirements of Section 135 ofthe Act.

Subsequently, as per the approved resolution plan, no amount was payable to the statutory authorities against their dues and hence all such dues were extinguished.

(b) The Company does not have CSR activities for "ongoing projects in terms of Section 135(6) of the Act and accordingly, reporting under clause 3(xx)(b) of the order is not applicable to the Company.

ForSKAGRAWAL AND CO

Chartered Accountants LLP

Chartered Accountants

Firm Registration No.- 306033E/E300272

Sd 1-

Hemant Kumar Lakhotia

(Partner)

Membership No. 068851

UDIN: 24068851BKCAZP2116

Place: Kolkata

Dated: June 5, 2024

Annexure - B to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of SubSection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Srei Infrastructure Finance Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ForSKAGRAWAL AND CO

Chartered Accountants LLP

Chartered Accountants

Firm Registration No.- 306033E/E300272

Sd/-

Hemant Kumar Lakhotia

(Partner)

Membership No. 068851

UDIN: 24068851BKCAZP2116

Place: Kolkata

Dated: June 5, 2024