SREI Infrastructure Finance Ltd Directors Report

DEAR MEMBERS

Your Directors are pleased to present the 41st Annual Report together with the Audited Accounts of your Company for the Financial Year ended March 31, 2026. The year under review marks a defining phase in your Companys journey of revival, having completed its first full cycle of resumed lending operations and has embarked on expanding its business franchise across new verticals.

As Members are aware, your Company has successfully emerged from the Corporate Insolvency Resolution Process (CIRP) pursuant to the Resolution Plan submitted by National Asset Reconstruction Company Limited (NARCL) approved by the Honble National Company Law Tribunal, Kolkata Bench under Section 31 of the Insolvency and Bankruptcy Code, 2016. Building on the foundation laid in the previous year, your Company has during the year under review consolidated its operations, scaled up disbursements and strengthened its institutional capabilities.

Receipt of New License from the Reserve Bank of India

During the year under review, your Company received permission from the Reserve Bank of India (RBI) in April 2025, enabling it to carry on its Non-banking financial activities. This regulatory milestone reaffirmed the confidence of the RBI in the renewed governance, control framework and operational readiness of your Company, and provided the platform upon which your Company has built and broadened its lending business during the financial year.

Your Company continues to be registered with the RBI under Section 45 IA of the Reserve Bank of India Act, 1934, and remains categorised as a Middle Layer NBFC in accordance with the applicable RBI Master Direction. The Company has neither accepted public deposit nor availed any public funds during the year under review.

The Company was earlier registered as a Non-Banking Financial Company - Infrastructure Finance Company (NBFC - IFC). Pursuant to the implementation of the Resolution Plan, the Company has applied for a change in its regulatory classification and was granted registration as a Type II NBFC - ND by the RBI with effect from February 3, 2025. Accordingly, the Company is presently registered as an NBFC - ICC.

Current Business Operations

Your Companys operations gained considerable momentum during the Financial Year 2025-26. Under our core operational review, the following key milestones and structural advancements were achieved during the year:

- New Systems Launch and Stabilization: The new lending solution platforms successfully launched by your Company have been fully stabilized to drive operational efficiency.

- Original Equipment Manufacturer (OEM) Partnerships: To strengthen origination capabilities and support lending credibility vis-?-vis its competition in the industry, your Company has partnered and successfully created tailormade programs with OEMs to improve customer lending solutions. Such programs and business relationships have also enabled an ongoing process for your Company to stay connected to the changing trends in the ecosystem.

- Network Expansion: Your Company expanded its branch footprint, establishing a comprehensive network spanning 21 offices across 14 States as on March 31, 2026.

- Portfolio and Asset Growth: Backed by steady customer acquisition and disbursement growth, your Company has successfully built a robust portfolio in its Core - Small and Medium Enterprises (CSME) business, reaching a total loan portfolio of Rs. 150,35 Lakhs as on March 31, 2026.

- Strategic Business Diversification: In line with our strategic roadmap, your Company has made itself fully ready for diversification into complementing business models. This includes leveraging our existing ecosystem to 35 Lakhs, expand into supply chain management, designed to seamlessly complement our core construction and mining equipment financing frameworks.

The summarised consolidated and standalone financial performance of your Company are as follows:

Key Financials Financial Summary & State of Affairs

( Rs.in Lacs)

	Consolidated		Standalone
_Particulars	As at	As at	As at	As at
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Total Income	88,804	89,001	4,074	3,344
Total Expenses (including impairment on financial instruments, depreciation etc.)	90,662	1,08,297	5,918	3,338
Profit / (Loss) Before Exceptional Items & Tax	(1,858)	(19,296)	(1,844)	6
Exceptional Items	-	-	-	10,000
Profit / (Loss) Before Tax	(1,858)	(19,296)	(1,844)	10,006
Current Tax	-	-	-	-
Income Tax in respect of earlier year	-	3	-	3
Deferred Tax	58	(87)	142	(10)
Profit / (Loss) After Tax before adjusting Minority Interest	(1,916)	(19,212)	(1,986)	10,013
Non-Controlling Interest	-	-	-	-
Profit / (Loss) After Tax after adjusting Minority Interest	(1,916)	(19,212)	(1,986)	10,013
Surplus brought forward from previous year (Retained Earnings)	(1,112,000)	(1,091,239)	91,440	83,010
Other Comprehensive Income (Net of Tax)	101	(4)	35	(34)
Profit Available for Appropriation (Retained Earnings)	(11,13,815)	(11,10,455)	89,489	92,985
Transfer (to)/from Statutory Reserve	(54)	(2,007)	-	(2,007)
Transferred (to)/from Reserves	(12,101)	462	(12,101)	462
Paid up Equity Share Capital	100	100	100	100
Other Equity excluding Revaluation Reserves	(11,25,970)	(11,12,000)	77,388	91,440
Earnings Per Share (Rs.)	(19.16)	(192.12)	(19.86)	100.13

OPERATIONAL REVIEW:

Some of the key highlights of your Companys standalone performance during the year under review are as follows:

- Total Income is Rs. 4,074 Lacs as against Rs. 3,344 Lacs in the previous year.

- Loss Before Tax is Rs. 1,844 Lacs as against Profit Before Tax of Rs. 10,006 Lacs in the previous year.

- Net Loss After Tax is Rs. 1,986 Lacs as against Net Profit of Rs. 10,013 Lacs in the previous year.

The Companys Capital to Risk Assets Ratio (CRAR) stood at 92.45% as on March 31, 2026, comprising Tier 1 Capital of 92.45% and Tier II capital of Nil, as against the minimum regulatory requirement of 15% prescribed under Reserve Bank of India (Non-Banking Financial Companies - Prudential Norms on Capital Adequacy) Directions, 2025 dated November 28, 2025.

CONSOLIDATED

The key highlights of the Groups consolidated performance during the year under review are as follows:

- Total Revenue stood at Rs. 88,804 Lacs as compared to Rs. 89,001 Lacs in the previous Financial Year;

- Total Expenses, including Impairment on Financial Instruments and Depreciation, stood at Rs. 90,662 Lacs as against Rs. 1,08,297 Lacs in the previous Financial Year;

- Loss Before Tax for year stood at Rs. 1,858 Lacs as compared to Rs. 19,296 Lacs in the previous financial year;

- Loss After Tax for year stood at Rs. 1,916 Lacs as against Rs. 19,212 Lacs in the previous Financial Year.

During the Financial Year under review, the Standalone and Consolidated Financial statements for the year ended March 31, 2026 have been prepared as per the Ind AS and the relevant provisions of the Companies Act, 2013 and applicable rules.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an on-going basis.

TRANSFER TO RESERVES

In view of the Loss incurred by the company on a standalone basis during Financial Year 2025-26, no amount has been transferred to the reserve fund under section 45-IC of the Reserve Bank of India Act, 1934. At the Consolidated level, the transfer, represents transfer made by subsidiary company in accordance with applicable law.

CHANGE IN NATURE OF BUSINESS

Your Company is registered with the Reserve Bank of India as a Type II NBFC-ND to carry on the business of non-banking financial Company without accepting public deposits. There has been no change in the nature of business carried out by your Company during the year under review.

SHARE CAPITAL

Vide order of the Regional Director, Eastern Region dated January 12, 2026, approving the Scheme of Amalgamation of four wholly owned subsidiaries of your Company into and with your Company has led to the increase in the Authorized Share Capital of your Company to Rs. 15,73,50,00,000 divided into 10,73,50,00,000 Equity Shares of Re 1/- each and 500,00,000 Preference Shares of Rs 100/- each as on March 31, 2026.

The paid-up Equity Share Capital of the Company remains at Rs. 1 Crore divided into 1,00,00,000 Equity Share of Re. 1/- each as on 31st March 2026.

DIVIDEND

To conserve capital, the Board of Directors of your Company have not recommended any dividend on Equity Shares of the Company for the financial year ended March 31, 2026 in compliance with the Master Direction - Reserve Bank of India (Non-Banking Financial Companies - Prudential Norms on Declaration of Dividends) Directions, 2025 dated November 28, 2025.

PUBLIC DEPOSITS

Your Company, being a non-deposit taking Non-Banking Finance Company during the year under review, has not accepted any deposits from the public. Further as on March 31, 2026, your Company does not have any unpaid/unclaimed deposits payable to the depositors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Global Outlook

The geo-political events have caused a severe global energy shock, downgrading 2026 worldwide GDP growth forecasts. The conflict has disrupted approximately 20% of global oil supplies and significant LNG volumes through the Strait of Hormuz. This has triggered elevated inflation, tighter central bank monetary policies and surging borrowing costs globally. However, global GDP growth is projected to remain broadly stable at 2.9% in 2026 before edging up to 3.0% in 2027. The outlook is surrounded by high uncertainty and reflects the interaction of two opposing forces:

On the upside, growth is supported by strong momentum in AI-related investment and production, lower tariff rates than previously assumed and carry-over from robust outcomes in 2025. On the downside, the halt in shipments through the Strait of Hormuz and the closure and damage of some energy infrastructure has generated a surge in energy prices and disrupted the global supply of energy and other important commodities, such as fertilisers. Inflation pressures will persist for longer with G20 inflation now expected to be higher at 1.2 percentage points than previously projected at 4.4% in 2026, before easing to 2.7% in 2027. The supply shock poses a complex challenge for monetary policymakers. Central banks will need to remain vigilant and attentive to shifts in the balance of risks to ensure that underlying inflation pressures remain durably contained.

Indian Economy

The Iran war impacts the Indian economy primarily by driving up crude oil prices, disrupting vital marine trade routes and triggering imported inflation. Because India imports the vast majority of its crude oil, this supply shock threatens to widen the fiscal deficit and slow GDP growth. Every 10% increase in crude prices trims Indias GDP growth by about 0.25 percentage points. Indian inflation currently at 3.4% is expected to go to 4.6% in FY27. Elevated energy costs raise the prices of raw materials, fertilizers and transportation, leading to higher retail inflation. Rising import bills and a flight of foreign capital to safe-haven assets have weakened the Indian Rupee, which has depreciated by about 5% in this fiscal. Prolonged military action in the Middle East disrupts shipping lines, delaying exports and causing shortages in manufacturing inputs like copper wire, iron and other commodities. Besides these, shortages prevail in oil derivatives such as polymers, paints, adhesives, plastics, resins for production of goods. Worsening global economic growth and regional instability could impact external demand and reduce remittance flows from the Middle East and other similar centres. Adverse spill overs from global financial markets could tighten domestic financial conditions and raise the cost of borrowings. The Middle Easts simmering conflict will adversely impact growth due to higher input costs associated with an increase in energy prices and international freight and insurance costs, along with supply-chain disruptions, could constrain the availability of key inputs for downstream sectors, thus impairing growth.

On the flip side however, as per RBI, fundamentals of the Indian economy are on a stronger footing at the current juncture than in previous crisis episodes as well as relative to many other economies. Several measures taken by the government along with RBI, targeted at supporting exports and protecting supply chains, which should mitigate the adverse impact of the conflict. The RBI kept FY26 growth unchanged at 7.6% but pencilled in a slower 6.6% expansion for FY27. Reducing reliance on imported fossil fuels and accelerating energy-efficiency measures, such as scaling up clean energy capacity, upgrading electricity grids, and introducing accelerated permitting procedures, can lower exposure to geopolitical shocks, ease cost pressures for households and firms, and support long-term resilience.

Industry Overview

Non-Banking Finance Companies (NBFCs) Industry in India

Non-Banking Financial Companies (NBFCs) in India provide banking-like financial services without a formal banking license. NBFCs drive financial inclusion in India by extending credit to unbanked, rural, and informal sectors. They benefit borrowers through fast loan approvals, flexible eligibility criteria, minimal documentation and highly customized repayment structures. Governed by RBI, key features include lending, asset financing, and investment services. Unlike traditional banks, NBFCs cannot accept demand deposits (savings/current accounts) or issue cheques. NBFCs have become increasingly important in India owing to the use of technology to reach wider audiences. Many NBFCs have developed digital platforms that allow customers to apply for loans online, making the process faster and more convenient. This has helped to attract a younger, tech-savvy customer base. The trend of consolidation has been beneficial for the NBFC space. The recent wave of mergers and acquisitions in this sector has been rising as larger NBFCs seek to expand their reach and smaller ones look to scale up their operations.

Banks and NBFCs are both critical pillars of the credit ecosystem. While banks offer diversified financial services like public deposits, Infrastructure NBFCs specialize in long-term capital for large-scale projects like roads, power, and urban development besides Construction Equipment.

Infrastructure NBFCs delivered a resilient performance in 2025-26, driven by record government capex and sustained demand in the power and urban infrastructure sectors. Benefitting from a strong capital base and robust project pipelines, leading financiers maintained stable asset quality and healthy profitability despite tighter regulatory controls. Anchored by strong capital buffers, public-sector entities with a massive INR 11.2 lakh crore capex budget, expanded by 10-12%, outpacing the muted credit growth of traditional banking sectors.

Construction equipment (CE) financing by NBFCs saw moderate growth and consolidation in FY2025-26. Driven by an overall slowdown in infrastructure spending and CE industry sales, lenders shifted focus toward high-yield retail and used-equipment loans, prioritizing stringent risk management over aggressive book expansion. With large infrastructure machinery demand slowing down, NBFCs pivoted heavily toward used-equipment financing, micro-CEs, and secured MSME loans to maintain healthier yields. Heavy equipment loan portfolios experienced a temporary deceleration due to lower government and corporate infrastructure capital deployment.

While unsecured segments faced industry-wide strain, secured asset-backed loans-like CE and commercial vehicles-demonstrated stabilization in PAR (Portfolio at Risk) metrics and collection efficiencies.

Opportunities and Threats Opportunities

I ndia is currently the fastest-growing major economy, accounting for over 16% of global economic growth driven by strong domestic consumption,

rapid digitalization, and major infrastructure investments. The country is cementing its status as a critical engine of the world economy. Nearly 70% of Indias GDP is driven by domestic consumption, with the nation consistently the worlds third-largest consumer market. As of 2025, the service sector accounts for around 55% of GDP. Aside from private consumption, Indias GDP is fuelled by government spending, investments and exports. Maintaining a steady real GDP growth projection of around 6.5% Indias economy is expanding at a rate more than twice the global average. India remains a dominant player in providing last-mile connectivity to self-employed individuals and sole proprietors, adjusting their loan tickets to keep up with inflation. With one of the worlds youngest populations, India is adding millions to its highly productive workforce annually, driving both production and domestic consumption. NBFCs and Private Banks captured incremental market share in larger-ticket CE loans (above INR 75 Lakhs), are maintaining some of the lowest delinquency rates across portfolios. Unprecedented government capex on highways, railways, digital public infrastructure and localized logistics is reducing business costs and attracting global investments. Indias expanding manufacturing capabilities in electronics, pharmaceuticals and engineering goods are reshaping global value chains. Indias massive renewable energy push, aimed at achieving 500 GW of non-fossil fuel capacity, is making it a heavyweight in global green technology and sustainable investments.

Budgetary Push by the Government and Project outlays

Budget 2026-27 charts a path for Indias continued growth, reinforcing the governments commitment to fiscal discipline and reform-led progress. Key focus areas include scaling up manufacturing across strategic and frontier sectors; supporting MSMEs; enhancing infrastructure and energy security; deepening the services sector as an employment engine; investing in human capital; and promoting balanced regional development through city economic regions and targeted initiatives. The Union Budget 2026-27 set a total expenditure of INR 53.47 lakh crore, with a public infrastructure capex of INR 12.2 lakh crore and an effective capex outlay of INR 17.15 lakh crore. The fiscal deficit is targeted at 4.3% of the GDP.

Key project outlays and budgetary pushes include:

- Defence & Strategic Sectors:have been allocated INR 7.85 lakh crore, with INR 1.39 lakh crore specifically earmarked for procurement from domestic defence industries.

- Electronics & Manufacturing: The Electronics Components Manufacturing Scheme saw an increased outlay to INR 40,000 crore. The launch of India Semiconductor Mission (ISM) 2.0 and a INR 10,000 crore Container Manufacturing Scheme.

- Transportation & Logistics: seven new high-speed rail corridors and proposed operationalizing of 20 new national waterways within the next five years.

- Sustainable Development: funding for the Swachh Bharat Mission (Grameen) at INR 7,192 crore, pivoting toward sustaining sanitation services and waste management.

In the Union Budget 2026-27, Indian Railways has been provided a record Capex outlay of INR 2.93 lakh crore, the highest ever allocation in its history. Despite challenges like India being the most populous nation with its vast geographical, cultural & linguistic diversity, Indian Railways is implementing a vision of transformative governance to build a new, modern & connected India. It has been spearheading efforts to build an all-inclusive India by investing in infrastructure, technology, and sustainable practices. The fruits for consistent Capex for the last one decade are visible in the form of 136 Vande Bharat trains, about 97% electrification of broad gauge, laying of new lines, gauge conversion, doubling of track, traffic facilities work, investment in PSUs & metropolitan transport. This Capex has led to faster, safer & world class travel experience at nominal cost to billions of Indians besides focus on laying new lines, track doubling, and freight infrastructure expansion to increase rail share in logistics.

Industry Structure and Development

Indias infrastructure development is witnessing an unprecedented push, shifting from fragmented projects to integrated, multimodal networks. Public capital expenditure has surged from INR 2 lakh crore in FY2014-15 to INR 12.22 lakh crore in FY2026-27. Key initiatives target seamless logistics, clean energy, and rapid urban growth to support long-term economic expansion.

Major developmental pillars and initiatives include:

Roads and Highways: India boasts the second-largest road network globally. The operational length of National Highways has expanded significantly, supported by access-controlled expressways like the Delhi-Mumbai Expressway and economic corridors under the Bharatmala Pariyojana.

Railways: Key advancements include nearly 99.6% rail electrification, the deployment of semi-high-speed Vande Bharat trains, and the development of the Western and Eastern Dedicated Freight Corridors to drastically reduce transit times. Engineering marvels like the Chenab Bridge are also boosting regional connectivity in the countrys north.

Logistics and Urban Transit: The infrastructure planning across ministries is done to eliminate logistics bottlenecks. Additionally, metro networks are operational in over 21 cities, with massive expansions currently underway.

Aviation and Digital: Under the UDAN scheme, regional connectivity has surged, with plans to link 120 new airports over the decade. Digital infrastructure, including data centers and AI computing, is also receiving major financial backing.

Industrial Corridors: Over 20 Industrial Smart Cities are being approved to establish plug-and-play manufacturing ecosystems and improve the ease of doing business.

Ports, Shipping and Maritime Connectivity: Maritime today handles about 95% of Indias trade by volume and 70% by value,underscoring its critical role. Port infrastructure has undergone significant strength, enhancing capacity, efficiency, and trade facilitation across various regions. Major port capacity nearly doubled, Cargo handled increased and vessel turnaround time improved from 94 hours to 48.8 hours. Operational and financial performance improved alongside capacity expansion and efficiency gains. These gains strengthened ports as efficient gateways for domestic and international trade.

Energy Security and Universal Electrification: From powering homes and industries to supporting transport networks, energy remains a critical pillar of transformation. The government adopted a multi-dimensional approach focused on electricity access, renewable energy, clean cooking fuel, transmission infrastructure, and energy efficiency. Indias power sector witnessed major improvements in reliability, electricity availability, and financial performance. Power shortage declined sharply from 4.2% to 0.03% in the past decade. Average rural electricity availability increased from 12.5 hours to 22.6 hours per day during the same period.

Digital Connectivity and Public Digital Infrastructure: Over the past decade, digital infrastructure has increasingly become part of everyday life, from digital payments to online public services. The focus has shifted towards building a population-scale digital backbone across urban and rural India. It supported financial inclusion, governance delivery, digital commerce, education, healthcare, and citizen services.

Indias tele-density, which measures the number of telephone connections per 100 people, increased from 75.23% to 86.23% in 10 years.During the same period, internet connections increased nearly fourfold from 25.15 crore to 100.29 crore. Broadband connections rose from 6.1 crore to 99.56 crore Average monthly data consumption per user increased from 61.66 MB to 24.01 GB in the same period. Around 86% of Indian households now own at least one smartphone.

Due to affordable public internet access through decentralized public Wi-Fi hotspots, as of Jun,26, over 4.10 lakh Wi-Fi hotspots operate across States and Union Territories.

The Unified Payments Interface (UPI) emerged as one of the worlds largest real-time payment systems. In March 2026 alone, UPI processed about 2,264 crore transactions worth over INR 29.53 lakh crore.UPI-based digital payments are now operational across eight countries. These include the UAE, Singapore, Bhutan, Nepal, Sri Lanka, France, Mauritius, and Qatar. The expansion strengthened Indias global digital payments footprint.

Supply Chain Finance in India

Supply Chain Finance (SCF) is transforming how businesses manage cash flow & optimize working capital by connecting buyers, suppliers & financial institutions (FIs). This financing solution is particularly vital for MSMEs, which account for over 95% of the countrys industrial units but often struggle to access affordable credit. SCF helps bridge this gap, offering a more flexible approach to liquidity. SCF by NBFCs in India provides short-term liquidity by leveraging the supply chain. Financers advance capital to suppliers based on approved invoices or confirmed purchase orders from large corporate buyers. This ensures suppliers get paid early without waiting for standard 30 to 90-day credit periods.

SCF optimizes cash flow by providing suppliers early invoice payments & buyers extended payment terms. It leverages technology to streamline transactions & includes FIs to provide the necessary funding. It helps businesses unlock working capital by offering a cost-effective financing mechanism that enhances cash flow management. In recent years, SCF in India has seen significant growth & is projected to grow from $2.06 billion (INR 19635 crores) in 2024 to $3.18 (INR 30100 crores) billion by 2030, at 7.56% CAGR.

Threats

The Indian construction equipment industry faces major threats including volatile raw material costs (like steel), stringent environmental regulations/ emission norms, and the skilled labour shortage. Economic uncertainty, supply chain bottlenecks, and rising cyber security vulnerabilities further jeopardize project timelines and operational profitability globally.

Global geopolitical tensions, inflation, and interest rate hikes negatively impact private development and government infrastructure budgets. Consequently, lower capital expenditures lead to decreased equipment demand.

Heavy equipment loan portfolios experienced a temporary deceleration due to lower government and corporate infrastructure capital deployment. Key lenders reported a 20% YoY drop in CE loan books, causing the asset class to shrink as a share of their total AUM.

Indian NBFCs face multiple threats: systemic asset-quality risks from exposure to volatile sectors like infrastructure, intense funding and liquidity constraints driven by heavy reliance on bank loans and severe regulatory pressures from RBIs tighter compliance and Expected Credit Loss (ECL) frameworks. With corporate bond markets often restrictive, NBFCs heavily rely on banks for funding. Any tightening of bank credit directly impacts their ability to disburse loans.

While India remains a resilient engine, it faces persistent macroeconomic challenges, including imported inflationary pressures from volatile global energy prices and food costs. Sustaining this trajectory will require continued structural reforms, up skilling its massive labour force and further integrating into global trade networks.

Business Outlook and Future Plans

Indias infrastructure business outlook is highly robust, fuelled by a record capital investment outlay of INR 12.2 lakh crore for FY2026-27. Plans target an ambitious INR 1.64 lakh crores infrastructure spend through 2030, transforming the sector through integrated planning, asset monetization, and private-public partnerships (PPPs).

Transport and Logistics: Continued aggressive expansion under PM GatiShakti with a massive push for expressways, Dedicated Freight Corridors, and the addition of 120 new airports over the next decade.

Energy Transition: Significant regulatory and financial focus on future-ready sectors, particularly clean energy, solar, and Green Hydrogen infrastructure.

Urban and Tier-2 Growth: Substantial allocations for urban infrastructure, metro rail expansions, and the development of Tier-2 and Tier-3 cities to unlock new commercial and residential corridors.

Private Sector Participation: Expected to expand at a rapid 10.59% CAGR via the National Monetisation Pipeline (NMP), which recycles operational brownfield assets (like toll roads and transmission lines) to free up public capital for new greenfield projects.

Policy and Financial Support:The government is rolling out an Infrastructure Risk Guarantee Fund and maintaining 50-year interest-free loans for state capital expenditures to boost private investor confidence.

Demand Multiplier: Sectors such as cement and capital goods are projecting sustained high demand (7-8% CAGR) owing to this multi-year infrastructure push.

Metro and Regional Rapid Transit Systems: Metro network length increased from 248 km to more than 1,155 km in 12 years.India now has the worlds third-largest metro network. The number of cities with metro connectivity increased from five to 26 cities in 2025. Daily metro ridership also increased from about 28 lakh passengers to more than 1.15 crore passengers.

Water Infrastructure and Water Security: Water infrastructure has expanded through large-scale investments in drinking water access, irrigation, river rejuvenation, and conservation systems. The creation of the Ministry of Jal Shakti in 2019 brought drinking water, sanitation, and water resource management under a unified framework. The Jal Jeevan Mission,launched in 2019, transformed rural drinking water access through household tap connectivity. As of June 2026, around 15.86 crore households had received tap water connectivity, achieving 81.94% coverage. The mission has been extended till 2028 with the objective of achieving universal rural tap water coverage.

The Management of your Company is closely monitoring the developments across various verticals to source new business opportunities. However, the focus is solely on construction & mining equipment business to position SIFL as the key equipment financing partner and restore dominant market share. India is growing faster and SIFL is committed to focusing on innovative financial solutions to generate long term value for the stakeholders through good governance and adhering to policy compliance. To capture Indias rapid infrastructure growth, SIFL is sharpening its strategic focus on the Construction and Mining Equipment (CME) sector. By delivering innovative financial solutions, the Management of your Company aims to establish SIFL as the premier equipment financing partner. As a step forward the Management, while evaluating new business verticals to fuel growth, has analysed that combining Supply Chain Finance (SCF), a new vertical that your Company is venturing into, will be vital to MSMEs accounting for over 95% of the countrys industrial units, and with CME finance creates a comprehensive ecosystem that accelerates project timelines, strengthens vendor stability and unlocks trapped working capital. This integration provides businesses and contractors with an end-to-end financial solution for managing both their daily operating expenses and heavy machinery investments. Overall, with these verticals your Company aims to become a dominant player in the market thereby driving long-term stakeholder value through good governance and policy compliance.

About Srei Infrastructure Finance Limited Company Overview

Srei Infrastructure Finance Limited is a leading NBFC that offers a wide range of funding solutions for both individuals and businesses in the form of loans, co-lending, leasing, etc. Your Company currently focusses on SME & Retail segments by providing financing solutions in areas including but not limited to equipment used in Infrastructure, Construction & Mining sectors. Your Company is registered with the Reserve Bank of India (RBI) as a NBFC-Middle Layer and has resumed business as an asset finance company under the guidance of the Managing Director & CEO.

Your Company has decided to expand its business portfolio by introducing a new vertical "Supply Chain Finance (SCF)" in the current financial year. Your Company believes that this initiative would strengthen your Companys presence in the structured lending ecosystem and further reinforce its CME vertical by providing financing solutions to Anchors and their dealers/vendors and other participants across supply chains.

The SCF vertical of your Company would be focused on technology-enabled financing solutions designed to facilitate efficient credit limit, improved liquidity management and faster turnaround times for borrowers. Your Company intends to leverage strategic partnerships with corporate anchors, marketplaces and fintech platforms for sourcing and servicing customers under this segment.

The introduction of the SCF business is aligned with your Companys strategy of diversifying its lending portfolio across various industries & enhancing customer reach and building scalable credit solutions and is expected to commence operations in the current financial year.

The present management of your Company under the guidance of the Managing Director & CEO operates as an non-banking financial Company and has undertaken various efforts to strengthen the policies and processes and functioning of the IT System, legal, internal audit, internal financial controls and risk control matrixes, information security, operational and credit management risk and fraud risk management, through in-house resources and engagement of external professional experts/consultants. The management team has also initiated steps for compliance of various applicable rules and regulations within your Company.

Segment Reporting: Detailed Segment-wise Reporting has been thoroughly integrated into the MD&A report to give stakeholders explicit visibility into regional and product-line asset distributions.

Industry and Future Outlook

Your Company enters the next phase of its journey with confidence, momentum and a clear strategic intent. The focus going forward is firmly on growing the business, expanding into new complementing products, introducing new innovative programs & processes and better lending solutions to serve customers and other stakeholders, while continuing to strengthen governance, a prudent risk culture and operational resilience.

- Macro and Industry Outlook: In accordance with the latest annual performance data from the Indian Construction Equipment Manufacturers Association (ICEMA), the construction equipment (CE) industry in India demonstrated strong resilience but faced temporary domestic demand headwinds, leading to a marginal decline of 2% in total volume sales, with overall sales closing at 136,987 units in FY 2025-26 compared to 140,191 units in FY 2024-25. This domestic moderation ( 7% contraction in internal demand) was primarily attributed to temporary project execution gaps, lower national highway construction activity, fewer contract awards, slower disbursements in the Jal Jeevan Mission, contractor liquidity pressures, and adaptation cycles related to the implementation of CEV Stage V emission norms. Conversely, exports surged robustly by 31% YoY to reach 17,388 units, validating the growing international competitiveness and global acceptance of Indian-manufactured equipment.

- Equipment Segment Performance: At a macro structural level, Earthmoving Equipment continued to dominate industry sales with a 71% market share at 97,228 units (-2% YoY). Material Handling Equipment closed at 15,290 units (-10% YoY), while Concrete Equipment remained stable at 14,486 units (+0.09% YoY). Notably, Road Construction Equipment posted positive expansion, growing 6% to close at 7,445 units, followed by Material Processing Equipment which registered modest growth of 1% at 2,538 units.

Across this growth journey, your Company remains firmly anchored in its core values, encapsulated in the CRISP framework:

- Customer First - placing the needs and success of our customers at the heart of everything we do.

- Respect for People - fostering a culture of dignity, inclusion and mutual respect.

- Integrity - upholding the highest standards of ethics, transparency and honesty.

- Stakeholder Value Enhancement - creating sustainable and enduring value for all our stakeholders.

- Passion for Excellence - pursuing continuous improvement and excellence in execution.

HUMAN RESOURCES

The year 2025-26 marked a pivotal phase in strengthening Companys human capital framework, with a clear alignment to business priorities and long-term growth objectives. Building on the foundation established in the previous year, the Company adopted a focused approach towards strategic hiring based on defined business plans, ensuring that talent acquisition was closely linked to operational and revenue goals.

During the year, the Company successfully relocated its Corporate Office from Kolkata to Gurgaon, ensuring a seamless transition of manpower with minimal disruption to business continuity. This transition reflected strong change management practices and employee commitment. Simultaneously, structured business targets were defined and cascaded across functions, reinforcing accountability and driving a performance-oriented culture with continuous monitoring and evaluation mechanisms.

A key milestone during the year was the introduction of a formal Incentive Scheme, designed to reward performance and align employee contributions with organizational outcomes. In parallel, all HR policies were comprehensively revamped and realigned with evolving business requirements and market standard. Introduction of Restricted Holiday has given flexibility to employees to choose as per their faith and practice.

The Company continues to invest significantly in capability building through focused functional training programs, aimed at strengthening workforce competencies and enhancing productivity. Further, the Company emphasized brand building initiatives to position itself as an employer of choice in the market.

The year also witnessed continued investment in future talent through the Management Trainee Programme, wherein trainees hired from reputed institutes were systematically groomed over time and subsequently absorbed into regular roles based on their demonstrated capabilities and on the job performance.

In line with its strategic vision, the leadership team conducted a strategy meeting in Kathmandu, focused on defining the next years budget and business plan, ensuring clarity of direction and alignment across the organization.

Your Company remains committed to fostering a performance-driven, inclusive and high-engagement work culture, with sustained focus on diversity, employee well-being and leadership development. The emphasis on agility, resilience and continuous learning continues to enable the organization to build a future-ready workforce capable of delivering sustained growth.

As of March 31, 2026, the Company had 153 employees on its payroll.

RISK MANAGEMENT

The risk policies and procedures of your Company are framed based on extant directives provided from time to time by the Reserve Bank of India (RBI) applicable for Middle Layer NBFC, other regulatory authorities and continuously bench marked with industries best practices.

The Risk Management Policy of your Company outlines a framework which envisages coverage of risks that the Company is likely to be exposed to, commensurate with its size & scale of operations, including but not limited to Credit Risk, Market Risk, Operational Risk, IT Risk & Outsourcing Risk. The Policy also provides broad elaboration on other risks which may be applicable viz. Reputation Risk, Compliance Risk, Human Resource Risk etc. Policy also covers aspects relating to Risk Appetite Framework (RAF), Internal Capital Adequacy Assessment Process (ICAAP) & Business Continuity. Your Company has put in place Standard Operating Procedures (SOP), based on which, Operational Risk is reviewed through Risk Control Self-Assessment (RCSA) framework. RCSA calendar put in place to ensure that all SOPs are reviewed on periodic basis. RCSA is prepared by process owners & reviewed by Risk.

As per approved Credit policy, your Company would assess credit risk based on clients character, capacity & collateral which would be evaluated through analysis of business operations, financials, projected cash-flows, bank statement, work order, GST return, credit score obtained from Credit Bureaus, etc. Your Company has been conducting portfolio review on quarterly basis.

Further your Company has put in place a framework on Expected Credit Loss (ECL) for determination of provisioning. Going forward your Company is in the process of putting in place an EWS framework which would be sharpened over time with increase in scale & seasoning of portfolio. EWS framework being put in place envisages monitoring of parameters including but not limited to status of cheque bounces, deterioration Credit profile as reflected from Bureau score & status of irregularity with other lenders. To cover market risk, your Company has put in place policies on Asset Liability Management (ALM) and Investment Policy in line with regulatory guidelines. As per Outsourcing Policy, outsourcing arrangements are placed to Risk Management Committee (RMC) for consideration, of which material outsourcing are placed to Board for consideration. Information Technology is crucial to your Companys operations. Your Company manages multiple IT risks that influences its performance & capacity to fulfil the expectations of its various stakeholders.

Your Company has put in place Board-approved IT & IT Outsourcing and Information Security & Cyber Security policies aligned with regulatory guidelines. An IT & IS governance framework has been put in place comprising IT Strategy Committee and its 2 sub-committees - IT Steering Committee & Information Security Committee. The Company has its Data Centre (DC) on Oracle Cloud Infrastructure & also has geographically separated & identical DC & Disaster Recovery (DR) as per regulatory requirements. In line with the Policy on BCP & DR put in place by your Company, IT DR Drills are being conducted periodically to check the efficiency of DR strategy.

Information & Cyber Security risks arise from unauthorized access, use, disclosure, disruption, modification or destruction of information or information systems, including the probability of exposure or loss resulting from a cyber-attack or data breach on the Company.

Your Companys Security Operations Centre (SOC) continues to monitor and improve its security posture while preventing, detecting, analysing and responding to cyber security incidents. Your Company has not yet experienced any material losses relating to cyber-attacks. Your Company has implemented endpoint, email & web security solutions to detect & prevent security threats at various levels.

Periodic trainings are conducted by your Company to increase user awareness about the various facets of information & cyber security. Your Company has also implemented Phishing Simulation solution to assess employee awareness & strengthen them against social engineering attacks.

INTERNAL CONTROL AND AUDIT

Your Companys vision, mission and core values have laid the foundation for internal controls. On the administrative control side, your Company has a proper reporting structure, oversight Committees and rigorous performance appraisal system to ensure checks and balances. On the financial control side, your Company has in place segregation of duties and reporting mechanism to deter and detect misstatements in financial reporting. Your Companys internal control system is commensurate with the nature of its business and the size and complexity of its operations and ensures compliance with policies and procedures. The Internal Control Systems are being constantly updated with new as well as revised Standard Operating Procedures. The framework includes risk assessment, control activities and monitoring mechanisms, with oversight from the Board of Directors through the Audit Committee. Regular internal audits and risk-based reviews help identify control weaknesses and enable timely corrective actions. Your Company has an Internal Audit Department, which provides comprehensive audit coverage of functional areas and operations of your Company to examine the adequacy of and compliance with policies, procedures, statutory and regulatory requirements.

The purpose, scope, authority and responsibility of the Internal Audit Department are delineated in the Risk Based Internal Audit Policy approved by the Board / Audit Committee of the Board. Further, an Information System (IS) Audit of the internal information technology (IT) systems and processes is conducted at least once in a year to assess IT risks faced by your Company.

Based on the internal audit report, process owners undertake corrective action in their respective areas. All these measures help in maintaining a healthy internal control environment.

ESOP TRUST

The Approved Resolution Plan had envisaged creation of SIFL ESOP Trust and issuance of Equity Shares to SIFL ESOP Trust. The ESOP Welfare Trust has been established for the benefit of the employees of your Company.

Equity shares of 10,00,000 (Ten Lacs) of the Company having a face value of INR 1/- each, aggregating to INR 10,00,000/- (Indian Rupees Ten Lacs) is being held by Kairos ESOP Welfare Trust in accordance with the Approved Resolution Plan. The ESOP Scheme has been approved by the Shareholders at the Extra-ordinary general Meeting held on December 19, 2025.

Your Company is currently in the process of implementing the ESOP Scheme in accordance with the Approved Resolution Plan.

SCHEME OF AMALGAMATION

During the year under review the Regional Director, Eastern Region has vide Order dated January 12, 2026 approved the Scheme of Amalgamation in accordance with the provisions of Section 233 of the Companies Act, 2013 read with Rule 25 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016, as amended, under fast track route for amalgamation of Srei Asset Leasing Limited (Transferor Company 1), Srei Capital Markets Limited (Transferor Company 2), Srei Mutual Fund Asset Management Private Limited (Transferor Company 3) And Srei Mutual Fund Trust Private Limited (Transferor Company 4) (hereinafter collectively referred to as "Transferor Companies"), wholly-owned subsidiary companies of your Company into and with your Company (Scheme) with effect from the Appointed Date i.e. April 01, 2024. The consideration for the transfer and vesting of the Transferor Companies into and with your Company would be at Nil consideration as all the Transferor Companies are wholly owned subsidiary of your Company.

On the Scheme becoming effective w.e.f February 7, 2026, the Transferor Companies has been dissolved without winding up in accordance with Section 233 of the Companies Act, 2013.

SHIFTING OF REGISTERED OFFICE

During the Year under review the Board of Directors of your Company at their meeting held on August 06, 2025, approved the shifting of registered office from the State of West Bengal to the National Capital Territory of Delhi. The members at the 40th Annual General Meeting held on September 25, 2025, have also consented to shifting of the registered office of your Company from the State of West Bengal to the National Capital Territory of Delhi.

The application for shifting the registered office of the Company is currently under process with the Regional Director, Eastern region, Kolkata. However in view of the inordinate delay in receipt of regulatory approvals, the Company is contemplating in the interim period to shift the Registered Office of the Company to 6A, Kiran Shankar Roy Road, Room Nos. 12 & 13, 2nd Floor, Kolkata - 700001, West Bengal.

INFORMATION TECHNOLOGY_

Information Technology plays a pivotal role in your Companys journey. Your Company continues to leverage its technology to implement a resilient and secure infrastructure.

Your Company manages a variety of risks that can significantly affect its performance and ability to meet the expectations of its customers, regulators, and other stakeholders. In the past year, the primary focus of your Company has been on maintaining and optimizing the existing IT infrastructure while resolving legacy issues to create a stronger, future-ready technology foundation.

Key Initiatives Undertaken

The following strategic initiatives were executed during the year to modernize and secure your Companys technology landscape:

- Cloud Infrastructure Migration - Seamless migration of IT infrastructure from AWS to Oracle Cloud Infrastructure (OCI) for enhanced performance, reliability, and cost efficiency.

- New LOS & LMS Implementation - Deployment of a modern Loan Origination System (LOS) and Loan Management System (LMS) to streamline credit lifecycle management and improve customer experience.

- Data Centre & Disaster Recovery Setup - Establishment of a geographically separated, identical Data Centre and Disaster Recovery (DR) site, ensuring business continuity and zero single point of failure.

- Network Security & Firewall Implementation - Deployment of enterprise-grade firewalls at the Data Centre and advanced network segmentation and security controls at the DR site.

- Microsoft Office 365 Rollout - Company-wide implementation of Office 365 to enhance collaboration, productivity, and secure cloud-based document management.

- Data Loss Prevention (DLP) Solution - Implementation of a robust DLP framework to proactively monitor, detect, and prevent unauthorized data transfers and leakage.

- Integrated Endpoint Detection & Response (EDR) - Creation of a unified monitoring system for comprehensive endpoint detection, threat response, and security visibility across all devices.

Operational Stability & Reliability

The primary objective of your Company has been to ensure the stability and reliability of its IT systems. Comprehensive regular maintenance and support activities have been carried out, including:

- Routine system updates and patch management

- Continuous system performance monitoring and optimization

- Proactive incident management and resolution

- Ensuring all IT systems remain operational and efficient at all times

It has been ensured that the IT systems continue to support operations effectively and securely, with minimal disruption and maximum uptime across all critical platforms.

Data Security & Regulatory Compliance

Your Company has continued to prioritize data security and compliance with applicable regulatory standards. A multi-layered security posture has been adopted, encompassing both technical controls and human awareness.

Employee Awareness & Information Security Campaigns

Your Company runs regular awareness campaigns to educate its employees on the various aspects of Information Security. These are conducted through multiple modes including periodic advisories, training sessions, and targeted communications - fostering a security-conscious culture across the organization.

Looking Ahead

Your Company remains committed to continuously evolving its technology capabilities. The focus will remain on strengthening cybersecurity posture, enhancing system resilience, and leveraging technology as a strategic enabler of business growth - ensuring that IT remains a key pillar in delivering value to customers, regulators, and all stakeholders.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companys Corporate Social Responsibility Policy, in consonance with Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 inter-alia lays down the guidelines and mechanisms for undertaking socially useful projects for welfare and sustainable development of the Community at large. The said policy is available at the website of the Company at - https://www.srei. com/sifl-corporate-codes Your Company perceives Corporate Social Responsibility (CSR) as an opportunity to contribute towards uplifting the society at large, empowering individuals, making them self-reliant. The CSR philosophy of your Company is embedded in its commitment to all stakeholders namely, consumers, environment and the society at large. The total amount available for CSR spending being 2 (two) per cent of the average net profits of your Company made during the 3 (three) immediately preceding financial years during the Financial Year 2025-26, aggregated to Rs. 45 Lakhs only. During the year under review, your Company has disbursed the entire amount of Rs. 45 Lakhs towards CSR activities pursuant to CSR Policy of your Company. The manner in which the CSR amount was spent during the year under review is set out in the annual report on Corporate Social Responsibility as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is provided in the Annexure forming part of this Report.

Further, it is expected that with the initiatives being undertaken by your Company under the supervision of the CSR Committee, the outcome of programs will be further enabled to achieve your Companys CSR objective. Your Company remains committed to identify suitable CSR projects for fulfilling its CSR commitment and spend at least 2 (two) per cent of the average net profits of your Company made during the 3 (three) immediately preceding financial years on CSR activities.

For other details regarding CSR Committee, please refer to the Report on Corporate Governance, which is a part of this Annual Report.

SREI WEBSITE

The official Srei website (www.srei.com) is engineered on a high performance Laravel based architecture, utilizing its robust MVC framework to ensure scalable and secure back-end operations. By leveraging responsive web design (RWD) principles and fluid grid systems, the platform provides a device-agnostic UI/UX, ensuring full feature parity across diverse mobile, tablet, and desktop environments regardless of the OS kerne l. The front end is integrated with a highly decoupled and customizable Content Management System (CMS), enabling rapid updates and streamlined content deployment. The information architecture is optimized to minimize navigation depth, significantly reducing time to content through an intuitive hierarchical structure.

Architected with a user-centric UI/UX strategy, the site functions as a centralized data repository for stakeholders. It facilitates high-availability access to RESTful-compliant resource hubs, including regulatory filings, financial datasets, and corporate governance documentation. Furthermore, the platform features secure client-side modules for real-time profile management and document retrieval, optimizing the digital touchpoint for customers, investors, and internal talent.

HOLDING COMPANY

The Company does not have any Holding Company as on March 31, 2026.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES SUBSIDIARY COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statement of your Companys subsidiaries pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report.Further, in line with Section 129(3) of the Act read with the aforesaid Rules, and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules) read with Schedule III to the Companies Act, 2013, Consolidated Financial Statements prepared by your Company includes the financial information of its subsidiary companies. A Report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the Annual Accounts of each of the subsidiary companies and also forms part of Form AOC-1. The said Report is not repeated here for the sake of brevity. Members interested in obtaining a copy of the annual accounts of the subsidiaries may write to the Company Secretary at the email id secretarial@srei.com In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of your Company are available on your Companys website www.srei.com. Highlights of the performance of subsidiaries and their contribution to the overall performance of your Company during the period under report are given below:

Name of the Subsidiary	Turnover / Total Income for the financial year_ended 31.03.2026	Profit After Tax (PAT) for the financial year_ended 31.03.2026	% Contribution on Turnover / Total Income for the financial year_ended	% Contribution on PAT for the financial year_ended 31.03.2026
	(Rs. in Lacs)	(Rs. in Lacs)	31.03.2026
Bengal Srei Infrastructure Development Limited__	0.42	(0.62)	0.00	0.00
Controlla_Electrotech_Private Limited__	174.96	(4.81)	0.18	0.00
Srei Insurance Broking Private Limited_	122.45	(350.61)	0.13	0.00
Srei Equipment Finance Limited (SEFL)	94,296	269	95.56	10.30

The Company has not received the Board approved Financial Statements from Trinity Alternative Investment Managers Limited (TAIML) and its two step down subsidiaries viz., Hyderabad Information Technology Ventures Enterprises Limited and Cyberabad Trustee Company Private Limited after the financial year ended March 31, 2022, and accordingly the financial statement of these three Companies have been consolidated considering the financial statement as at March 31, 2022.

SREI EQUIPMENT FINANCE LIMITED

Srei Equipment Finance Limited (SEFL), a wholly owned subsidiary of your Company is registered with the Reserve Bank of India as an asset finance company. In line with the Approved Resolution Plan, SEFL is involved only in the recovery and collection from portfolio and does not carry on any lending business. Profit/(Loss) before Taxation for the year was Rs. 269 Lacs as against Rs. (29,066) in the previous year.

Net Profit/(Loss) after Taxation for the year was Rs. 269 Lacs as against Rs. (29,066) Lacs in the previous year.

Joint Venture and Associate Company:

As on March 31, 2026, your Company did not have any joint ventures and associate company and hence there is no requirement for reporting and/ or disclosure in terms of provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2025-2026

During the year under review the following material changes affecting the financial position of your Company had taken place:

- The Company has received consent from Reserve Bank of India to commence its lending operations, enabling the commencement of its business operations from June 2025.

- Approval of the Scheme of Amalgamation of Srei Asset Leasing Limited, Srei Capital Markets Limited, Srei Mutual Fund Asset Management Private Limited and Srei Mutual Fund Trust Private Limited, wholly owned subsidiaries of your Company into and with your Company vide Order of the Regional Director, Eastern Region has vide Order dated January 12, 2026.

Since the abovementioned point(s) have been covered in detail in this report and hence, the same is not repeated here for the sake of brevity.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report other than as follows: A. The Company has received email dated May 15, 2026, informing that the Central Government, in exercise of its powers under Section 212(1) (c) of the Companies Act, 2013, has ordered investigation into the affairs of Srei Infrastructure Finance Limited & its wholly owned subsidiary company and four other related companies to be conducted by the Serious Fraud Investigation Office (SFIO), in the public interest.

B. Trinity Alternative Investment Managers Limited (TAIML), is a subsidiary of your Company wherein your Company directly holds 51% of the total voting capital of TAIML. Though being a majority shareholder, since 2021 your Company has had no access to the documents, information, and financials pertaining to the affairs of TAIML.

Vide Order of the Honble National Company Law Tribunal, Kolkata Bench (Honble NCLT) Independent Administrator has been appointed and the Honble NCLT has also directed Forensic Audit of accounts of TAIML for the last 5 Financial Years.

There has been a considerable reduction in the management fees of TAIML inability of TAIML to repay its debts, non-cooperation of other shareholder in TAIML holding 49% shareholding and insubordination by the employees of TAIML leading to erosion of funds in TAIML.

TAIML is also involved in several litigations, the outcome of the litigations and the findings of the Forensic Auditor may affect the financial position of your Company in the near future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other businesses. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The maximum time gap between any two consecutive meetings did not exceed 120 (one hundred twenty) days.

There were 7 (seven) Meetings of the Board held during FY 2025-26: on May 02, 2025, August 06, 2025, September 10, 2025, October 29, 2025, November 13, 2025, January 19, 2026, and February 27, 2026.

DIRECTORS

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. All requisite declarations were placed before the Board.

Further, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 ("the Rules") effective from December 01, 2019, the Independent Directors of your Company have registered themselves with the Databank maintained by the Indian Institute of Corporate Affairs (IICA) and their names presently stands included in the Databank of IICA.

A declaration to this effect has been obtained from all the Independent Directors and the same was presented before the Board of Directors. Further, the Independent Directors of your Company have also furnished declarations w.r.t. Online Proficiency Self - Assessment Test for Independent Directors Databank conducted by the IICA. Based on the declarations received, it was noted that Ms. Anuradha Mitra and Mr. N. Sivaraman are exempted from undertaking the Online Proficiency Self - Assessment Test. Further, Mr. Sunil Srivastav has successfully qualified the test.

Further, based on the expertise and core skills of the present Board Members as reviewed by the Nomination and Remuneration Committee and the Board, the Board of Directors of your Company are of the opinion that the Independent Directors of your Company possess the requisite competencies and experience (including proficiency) and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management. In accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) and the relevant Rules and your Companys Articles of Association, Mr. Hardayal Prasad (DIN: 08024303) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL (KMPs)

The following executives of your Company are Key Managerial Personnel (KMPs) in accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 as on the date of this report:

Name	Designation
Mr. Hardayal Prasad	Managing Director & CEO
Mr. Manoj Kumar	Company Secretary & CCO
Mr. Vishnu Gopal Agarwal	Chief Financial Officer

AUDIT COMMITTEE

The Audit Committee of your Company has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee presently comprises of Mr. N. Sivaraman as the Chairman and Mr. Sunil Srivastav, Ms. Anuradha Mitra and Mr. Avinash Kulkarni as its members. Mr. Manoj Kumar, Company Secretary & CCO of your Company acts as the Secretary to the Audit Committee. 4 (Four) meetings of the Audit Committee of your Company were held during the Financial Year 2025-26 on May 02, 2025, August 06, 2025, November 13, 2025, and February 27, 2026.

During the year under review, there were no such instances wherein the Board had not accepted any recommendation of the Audit Committee.

NOMINATION AND REMUNERATION POLICY

Your Company has a Board approved Nomination and Remuneration Policy (Nomination and Remuneration Policy) which broadly lays down the various principles of remuneration being well balanced and performance related compensation package taking into account shareholder interests, industry standards and relevant Indian corporate regulations, to ensure that the interests of executives are aligned with the business strategy and risk tolerance, objectives, values and long term interests of the Company and consistent with the "pay for performance" principle and to ensure that remuneration to executives of the Company involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The said Policy is available on your Companys website at - https://www.srei.com/sifl-corporate-codes

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has established a Vigil Mechanism which includes a codified Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, in order to encourage and support Directors and Employees of your Company to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of your Companys Code of Conduct and Business Ethics and any issue of concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization for whistle blowing in good faith. The said Policy is available on Srei Website at https://www.srei.com/sifl-corporate-codes

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another employees work performance or creates an intimidating, offensive or hostile environment so that each employee can realize his/her maximum potential. Your Company has put in place a Policy on Prevention of Sexual Harassment as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Policy is meant to sensitize the employees about their fundamental right to have safe and healthy environment at workplace. As per the Policy, any employee may report his/her complaint to the Internal Complaint Committee constituted for this purpose. The said Policy is available on Srei Website at -https://www.srei.com/sifl-corporate-codes Your Company affirms that during the year under review, adequate access was provided to any complainant who wished to register a complaint under the Policy and that your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. During the year, your Company has not received any complaint on sexual harassment from any of the employees of your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, are not applicable to loans made, guarantees given, securities provided or investments made by the Company in the ordinary course of its business as an RBI-registered NBFC. Details of loans and Investment are provided in the note no.5 and note no. 6, respectively, forming part of the audited standalone financial statements for the financial year ended March 31,2026.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of your Company is available at https://www. srei.com/srei-annual-return

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into by your Company are in the ordinary course of business and on arms length basis and in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant transactions entered into by your Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential conflict with the interest of your Company at large. Your Company has not entered into any material related party transactions with any of its related parties during the financial year 2025-26. Members may refer to the notes to the financial statements for details of related party transactions.

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectorial specialisation and your Companys long-term strategy for sectorial investments, optimisation of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries.

The details of related party transactions entered by the Company are provided in Form AOC-2, which forms part of the Financial Statements. The same is not repeated here for the sake of brevity.

In terms of Section 177 of the Companies Act, 2013 your Company obtained approval of the Audit Committee for entering into any transaction with related parties as applicable. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. A Related Party Policy has been formulated by your Company for determining the materiality of transactions with related parties and dealings with them is available on your Companys website at https://www.srei.com/sifl-corporate-codes

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 forms part of this Report.

However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of your Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at email id: secretarial@srei.com

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW

Your Company has no activity relating to Conservation of Energy and Technology Absorption as required to be disclosed as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014. However, your Company uses information technology extensively in its operations and continues its endeavour to improve energy conservation and utilisation, safety and environment.

During the year under review, your Company did not have any transactions involving foreign exchange earnings or expenditure, (Previous Year - Nil).

DETAILS OF TRANSFER OF UNCLAIMED AMOUNTS AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of Sections 124 and 125 of the Companies Act 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

During the FY 2025-26, the Company had transferred the amount of Rs. 4,55, 861/- to IEPF Authority corresponding to unclaimed and unpaid dividends of Investors in companies, for the FY 2018-19.

Please note that the Company was not required to transfer the shares pertaining to the financial year 2018-19, as on the date of the transfer of the said shares to IEPF, the shares were cancelled/extinguished, i.e., the shares of the existing shareholders were nullified pursuant to the implementation of the Resolution Plan approved by the Honble NCLT, Kolkata.

STATUTORY AUDITORS AND AUDITORS REPORT

As per the provisions of Section 139 of the Companies Act, 2013, at the 39th AGM held on September 26, 2024, M/s S.K. Agrawal and Co., Chartered Accountants LLP, having firm Registration No. 306033E/E300272 allotted by the Institute of Chartered Accountants of India (ICAI), were appointed as Statutory Auditors of your Company to hold office for a term of 2 (Two) years from the conclusion of 39th AGM till the conclusion of the 41st AGM of your Company. The Board of Directors of your Company, at its meeting held on April 24, 2026 and May 1, 2026 have inter-alia, considered and taken on record the Standalone & Consolidated Ind AS Audited Financial Results respectively of your Company for financial year ended March 31, 2026, in compliance with Section 129 of the Companies Act, 2013 and the Ind AS as per the provisions of the Companies (Indian Accounting Standards) Rules, 2015. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the Financial Statements of the Company for the financial year ended March 31, 2026. The notes to accounts to the Statutory Auditors Report are self-explanatory and do not call for any further comments.

In terms of Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021 (RBI Circular) issued by the Reserve bank of India, a Statutory Auditor can be appointed for a continuous period of three years and can be appointed for maximum of two tenures. Since the current Statutory Auditor of your Company M/s. S.K. Agrawal and Co., Chartered Accountants LLP, having firm Registration No. 306033E/ E300272 has already completed two tenures the said firm is not eligible for further appointment as Statutory Auditor of the Company. Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014 (including any amendment(s), modification(s), variation(s) or re-enactment thereof for the time being in force), the RBI Circular and the Companys Policy for Appointment of Statutory Auditors the Board at its meeting held on July 7, 2026 has recommended, subject to the approval of the Company in General Meeting, the appointment of M/s. MKPS & Associates LLP Chartered Accountants (Firm Registration No. 302014E/W101061) as Statutory Auditor of the Company to hold office for a term of three consecutive years from the conclusion of the 41st Annual General Meeting until the conclusion of the 44th Annual General Meeting of the Company at such remuneration as may be mutually agreed upon between the Statutory Auditor and the Board of Directors of your Company.

The Board recommends the appointment of M/s. MKPS & Associates LLP Chartered Accountants as Statutory Auditor of the Company to hold office for a term of three consecutive years from the conclusion of the 41st Annual General Meeting until the conclusion of the 44th Annual General Meeting of the Company.

CORPORATE POLICIES

The details of Policies adopted by your Company are provided as annexure to this Report and forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company believes in sound corporate governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance.

A separate Report on Corporate Governance forms part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year 2025-26, no significant and material orders have been passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

RE-STATEMENT OF ACCOUNTS OF SUBSIDIARY

Srei Infrastructure Finance Limited has not received Board approved financial results of 01 subsidiary, viz. Trinity Alternative Investment Managers Limited and 02 subsidiaries of Trinity (step down subsidiaries of SIFL), viz. Hyderabad Information Technology Venture Enterprises Limited and Cyberabad Trustee Company Private Limited for the year ended March 31, 2023, year ended March 31, 2024, Year ended March 31, 2025 and year ended March 31, 2026 despite written request and follow ups and accordingly, the financial statements of these companies have not been considered for consolidation as on March 31, 2023, March 31, 2024, March 31,2025 and March 31, 2026. Accordingly, the consolidated financial statements for the year ended March 31, 2026, are not comparable with the consolidated financial statements for the year ended March 31, 2022. We are unable to comment on the possible impact of the same on the consolidated financial statements for the year ended March 31, 2026, or any other consequences arising out of such non-compliance on the consolidated financial statements.

ASSET LIABILITY MANAGEMENT (ALM)

The Company did not have any borrowings as on March 31, 2026. The Company has an Asset Liability Management Committee, and meetings are held as and when required and it continuously monitors asset-liability mismatches to ensure that there are no imbalances on either side of the balance sheet. The ALM position of the Company is based on the maturity buckets as per the guidelines issued by the Reserve Bank of India from time to time.

SECRETARIAL AUDIT REPORT

The provisions regarding Secretarial Audit Report are not applicable to your Company.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 during the financial year ended on March 31, 2026.

GREEN INITIATIVE

Section 136 of the Act and the Rules framed thereunder allows the Company to send its Financial Statements by electronic mode to such Members whose shareholding is in dematerialized format and whose email addresses are registered with the Depositories for communication purposes. Members who have not updated their email address with the Depositories are requested to register the updated email ID. In compliance with the circulars issued by the Ministry of Corporate Affairs in this regard, the Notice of the AGM including the Annual Report of the Company is being sent only through electronic mode to all the Members whose e-mail addresses are registered with the Depositories. A copy of this Annual Report is also available on the website of the Company, www.srei.com.

BOARDS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013 (Act), your Board of Directors to the best of their knowledge and ability confirm that: i. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year; iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the annual accounts for the financial year ended March 31, 2026, on a going concern basis; v. They have devised proper systems to ensure compliance with the provisions of all applicable laws to your Company and the systems are adequate and operating effectively.

REGULATORY COMPLIANCES

The Company continues to comply with all the applicable regulations, guidelines, directions etc. issued by the Reserve Bank of India and the Companies Act 2013, as amended from time to time. The Company further ensures compliance with the applicable laws, regulations and requirements prescribed by various statutory, regulatory and governmental authorities governing its activities. The Company remains committed to maintaining the highest standard of regulatory compliances and take all necessary measures to ensure adherence to the applicable regulatory framework.

The Company has also complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL DISCLOSURES

Your Board states that no disclosure or reporting is required in respect of the following items during the year under review:

- No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

- Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

- There was no revision in the Financial Statements and Boards Report;

- There was no change in the nature of business;

- The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013;

- Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company;

- The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENT

Your Board would like to express its grateful appreciation for the excellent support and co-operation received from the Financial Institutions, Banks, Central & State Government Authorities, RBI, MCA, Depositories, Credit Rating Agencies, Customers, Vendors, Suppliers, Business Associates, Members, and other Stakeholders during the year under review. Your Board also place on record its deep appreciation for the valuable contribution of the employees for the progress of your Company and look forward to their continued co-operation in realisation of the corporate goals in the years ahead.