SREI Infrastructure Finance Ltd Directors Report

DEAR MEMBERS,

Your Company has successfully come out of the Corporate Insolvency Resolution Process (‘CIRP) subsequent to the approval of the Resolution Plan submitted by National Asset Reconstruction Company Limited (‘NARCL) vide order dated August 11, 2023 by the Honble National Company Law Tribunal, Kolkata Bench (‘Honble NCLT) under Section 31 of the Insolvency and Bankruptcy Code, 2016 (‘Code). Subsequently the Board of Directors of your Company has been re-constituted on February 26, 2024.

Your Company is presently registered with the Reserve Bank of India (RBI) as a Type II NBFC-ND and has received its revised Certificate of Registration (CoR) under Section 45IA of the Reserve Bank of India Act, 1934 with effect from February 03, 2025 to carry on the business of non-banking financial institution without accepting public deposits.

In accordance with the application of your Company, the RBI has given its consent to your Company to resume its lending business on April 30, 2025 and your Company has resumed its lending business from May, 2025.

Accordingly, your Directors are pleased to present the 40th Annual Report together with the Audited Accounts of your Company for the financial year ended March 31, 2025.

COMPANY OVERVIEW

Your Company has post completion of CIRP and approval of the Resolution Plan put in place necessary infrastructure and other governance requirements to commence business as per the mandate and order of Honble NCLT and is presently engaged in the business of offering financing solutions in the form of loans, co-lending, leasing, etc in construction & mining equipment ("CME") financing business consisting of earth-moving equipment, material-handling equipment, road-construction equipment, material-processing equipment and concreting equipment.

Your Company shall initially focus on SME & Retail segments to provide financing solutions in areas including but not limited to equipment used in Infrastructure, Construction & Mining sectors.

Your Company believes that it is aptly suited to restart the CME financing business given the Companys knowledge, skill and insight into the life cycle of the CME, their operating efficiencies, their areas of deployment, associated customer segments, customer historical repayment efficiencies, the Original Equipment Manufacturers ("OEMs") and the geographical nuances associated with the segment. While your Company may consider other business lines in the future to de-risk itself from a single vertical strategy, in the present your Company thinks its prudent to re-start its lending business and operations with its strengths and develop other competencies as it goes along.

Given the three decades of experience in CME financing, your Company possesses in-house capability to design loan and lease products. Further, your Company believes that its front-line team along with the supervisory personnel possess the skills to conduct this business.

Further, as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, your Company is categorised as a Middle Layer NBFC.

Your Company has not availed any public funds. The details about your Company and its operations are available in the Management Discussion and Analysis Report.

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

KEY FINANCIALS FINANCIAL SUMMARY & STATE OF AFFAIRS

( in Lacs)

Particulars	Consolidated		Standalone
	As at March 31, 2025	As at March 31, 2024	As at March 31, 2025	As at March 31, 2024
Total Income	89,001	73,961	3,325	1,347
Total Expenses (including impairment on financial instruments, depreciation etc.)	1,08,297	8,52,765	3,289	3,201
Profit / (Loss) Before Exceptional Items & Tax	(19,296)	(7,78,804)	36	(1,854)
Exceptional Items	-	-	10,000	50,000
Profit / (Loss) Before Tax	(19,296)	(7,78,804)	10,036	48,146
Current Tax	-	-	-	-
Income Tax in respect of earlier year	3	19	3	20
Deferred Tax	(87)	(88)	-	-
Profit / (Loss) After Tax before adjusting Minority Interest	(19,212)	(7,78,735)	10,033	48,126
Non-Controlling Interest	-	(1)	-	-
Profit / (Loss) After Tax after adjusting Minority Interest	(19,212)	(7,78,734)	10,033	48,126
Surplus brought forward from previous year (Retained Earnings)	(10,91,239)	(27,52,019)	82,886	(256,374)
Other Comprehensive Income (Net of Tax)	(4)	(78)	(34)	1
Profit Available for Appropriation (Retained Earnings)	(11,10,455)	(35,30,831)	92,885	(2,08,247)
Transfer (to)/from Statutory Reserve	(2,007)	(18,082)	(2,007)	(9,625)
Transferred (to)/from Reserves	462	24,57,674	462	3,00,758
Paid up Equity Share Capital	100	100	100	100
Other Equity excluding Revaluation Reserves	(11,12,000)	(10,91,239)	91,341	82,886
Earnings Per Share ()	(192.12)	(216.07)	100.33	13.35

OPERATIONAL REVIEW:

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

? Total Income is 3,325 Lacs as against 1,347 Lacs in the previous year.

? Profit Before Tax is 10,036 Lacs as against Profit Before Tax of

48,146 Lacs in the previous year.

? Net Profit After Tax is Rs. 10,033 Lacs as against Net Profit of

48,126 Lacs in the previous year.

The Capital to Risk Assets Ratio (CRAR) of your Company stood at 131.26 per cent (entire being Tier I) as on March 31, 2025, well above the regulatory minimum level of 15 per cent prescribed by the Master Direction - Reserve Bank of India (Non-Banking Financial Company –Scale Based Regulation) Directions, 2023.

CONSOLIDATED

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

? Total Revenue stood at 89,001 Lacs as compared to 73,961 Lacs in the previous financial year;

? Operational Expenses were 1,08,297 Lacs as against 8,52,765 Lacs in the previous financial year;

? Operating Loss Before Tax stood at 19,296 Lacs as compared to 7,78,804 Lacs in the previous financial year;

? Loss After Tax for year stood at 19,212 Lacs as against

7,78,735 Lacs in the previous financial year.

During the financial year under review, the standalone and consolidated financial statements for the year ended March 31, 2025 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.

Your Company has been complying with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair Practices, Anti Money Laundering and Know Your Customer (KYC).

TRANSFER TO RESERVES

According to the provisions of Section 45IC of the RBI Act, 1934, your Company has transferred an amount of 2,007 Lacs to special reserve during the financial year ended on March 31, 2025.

CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has converted itself into a Type II NBFC-ND and has been granted a Certificate of Registration (‘CoR) as Type II NBFC-ND by the Reserve Bank of India with effect from February 03, 2025 to commence the business of non-banking financial institution without accepting public deposits and has accordingly surrendered the ‘Infrastructure Finance Company (‘IFC) certificate of registration.

SHARE CAPITAL

The paid up Equity Share Capital of the Company is 1 Crore divided into 1,00,00,000 Equity Share of 1/- each as on 31st March, 2025. The members of the Company at the Extra Ordinary General Meeting held on May 7, 2024 have approved the restructuring of the Share Capital of your Company by sub-dividing the existing equity shares of face value of 10/- (Rupees Ten only) per share to face value of 1/-(Rupee One only) per share.

OPERATIONS

The present management of your Company under the guidance of the

Managing Director & CEO has resumed the lending business of your Company as a non-banking financial institution and had undertaken various efforts to strengthen the policies and processes, 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 also initiated steps for compliance of various applicable rules and regulations within your Company.

DIVIDEND

In order 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, 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 within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. Further as on March 31, 2025 your Company does not have any unpaid / unclaimed deposits payable to the depositors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC REVIEW

Industry structure and developments Global Outlook

The global economy navigated a complex landscape influenced by geopolitical shifts, trade fluctuations and inflationary pressures in financial year 2024-25. Despite persistent challenges, proactive policies and continued investments in key sectors strengthened stability and resilience. Global growth is projected at 3.0 percent for 2025 and 3.1 percent in 2026, an upward revision from the April, 2025 World Economic Outlook. Heightened supply chain vulnerabilities prompted businesses and governments to re-evaluate trade dependencies and implement strategic measures to enhance economic stability.

The need for global cooperation is crucial for safeguarding trade and it is getting operated through a global system of trade rules, helps developing countries improve their capacity to trade, and provides a forum for resolving trade disputes.

Some countries introduced tariffs on global trade in March 2025, followed by retaliatory actions that disrupted international trade, increased inflation, and slowed economic growth. Emerging markets such as China and India are expected to show stronger growth of 3.7% in 2025 and 3.9% in 2026, despite global uncertainties and recent trade tensions. Even so, economies are expected to stay resilient by adopting new technologies and implementing strategic policy measures.

Indian Economy

India continued to be one of the fastest-growing major economies driven by robust domestic demand, government spending, and a resilient services sector. The financial system is expected to continue its growth trajectory, supported by strong bank balance sheets and a focus on infrastructure development.

The Indian economic activity continues to maintain the momentum in 2025-26, supported by private consumption and traction in fixed capital formation. The sustained rural economic activity bodes well for rural demand, while continued expansion in services sector is expected to support the revival in urban demand.

The Indian economic outlook for 2025 presents several positive factors, including a strengthening of domestic demand conditions and a surge in business optimism. These factors, coupled with Indias consistent economic growth, make it a standout global economy, particularly in the context of slower growth in other major economies.

Industry Overview

Non-Banking Finance Companies (NBFCs) Industry in India

The NBFC sector plays a crucial role in Indias financial system by providing credit to various economic sectors. By complementing the traditional banking system, they have significantly expanded access to credit, particularly for segments that have historically been underserved or excluded, including those that traditional banks may not adequately serve. At the same time, NBFCs maintain strong partnerships with commercial banks, mutual funds and insurance companies to ensure financial stability and a diversified funding base. NBFCs have been able to design customized financial products tailored to diverse borrower needs through innovative credit delivery models that harness technology and local insights.

This rapid growth is a testament to the sectors relevance and resilience. As NBFCs become more systemically important, the standards of governance, risk management, and customer treatment must rise accordingly. The NBFC sector has faced consecutive challenges since FY2019, beginning with the failure of a large NBFC and subsequent liquidity stress, followed by the COVID-19 pandemic and most recently, monetary policy tightening due to high inflation.

Despite these challenges, NBFCs have maintained adequate provisions for non-performing assets, demonstrating effective loan resolution and asset quality improvement. Additionally, ongoing regulatory recalibration, with a stronger focus from RBI on customer protection, operational compliance and pricing disclosures, are expected to shape the sectors future lending practices.

Opportunities and Threats Opportunities

India has made significant progress from being classified as a fragile economy in 2010 to emerging as a key driver of global growth, even as the rest of the world faces economic uncertainties. Two key factors supporting this growth are the countrys demographic dividend and its expanding middle-income population. Currently, around 30% of Indias population falls within the middle-income category, contributing approximately 48% of total domestic consumption.

The Union Budget 2025-26 also presents several opportunities for infrastructure businesses, including a significant increase in capital outlay, expansion of the UDAN scheme, and support for states through interest-free loans. It also includes initiatives like the Urban Challenge Fund and the Maritime Development Fund, along with tax incentives and revised regulations to boost infrastructure development. Increased demand for housing and commercial spaces in cities. Additionally, policy reforms focused on infrastructure development, manufacturing expansion and export growth are expected to create more employment opportunities, further increasing the size of the middle-income group and improving living standards.

Threats

A significant portion of large NBFCs relies on bank borrowings to support credit growth. Any disruption in this funding channel can have a cascading impact, affecting not only NBFC credit expansion but also key sectors such as MSMEs, real estate and low-income households, where NBFCs play a crucial role. Ensuring smooth access to low-cost funding is essential for NBFCs to maintain the last-mile flow of credit across the economy.

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 focuses 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 during the current financial year under the guidance of the Managing Director & CEO.

Your Company also has an Infrastructure Project Advisory division which offers consultancy and other allied value added services from concept to commissioning in different domains of Infrastructure in Urban and Industrial precincts.

SREI EQUIPMENT FINANCE LIMITED

Srei Equipment Finance Limited (SEFL), a wholly owned subsidiary of your Company and 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.

The Gross Profit / (Loss) (before depreciation, amortization, impairment, net loss on de-recognition of financial instruments under amortized cost category, Impairment on financial instruments (Net), Loss / Write-off on Repossessed Assets and Assets acquired in satisfaction of debt and exceptional items, Net Tax Expenses for the year was 24,952 Lacs as against (51,836) Lacs in the previous year.

Profit / (Loss) before Taxation for the year was (29,066) Lacs as against (7,64,729) in the previous year.

Net Profit / (Loss) after Taxation for the year was (29,066) Lacs as against (7,64,729) Lacs in the previous year.

Company Outlook

Your Company is focused on the construction and equipment financing sector. It is focussing on enhancing its business by enhancing pricing strategies, asset quality and operational efficiencies to enhance its business, geographical coverage and customer on-boarding. The primary focus of the Company is to create value by serving the construction and equipment financing industry with specific products and services that meet their unique financing needs. The Company will focus on building trust, loyalty and gaining competitive advantage through improved customer experience building strong relationship across the touchpoints. Your Company is in a very niche and specialised segment and will provide solutions to build greater satisfaction and loyalty. The Company will prioritise strategically to improve the operational efficiency, execution and brand clarity.

Public infrastructure is the backbone of economic development, enhancing connectivity, trade, and overall quality of life. India is the worlds fifth-largest economy and has made remarkable progress in infrastructure development over the past decade.

With Indias construction equipment market projected to growth at a CAGR of 8-10% through 2025-26, fuelled by government initiatives like the National Infrastructure Pipeline (NIP) and Gati Shakti plan, increased investment in infrastructure projects, including roads, urban development, and mining, will drive demand for construction equipment. The industry is increasingly focusing on sustainable equipment, digital solutions, and workforce development. AI-enabled automation, digital tools, and autonomous machines are expected to augment workforce productivity and improve safety.

Government initiatives like the National Infrastructure Pipeline (NIP), PM Gati Shakti National Master Plan (NMP), Bharatmala Pariyojana and National Infrastructure Project Development Fund, Sagarmala projects and many more ongoing projects focus on enhancing connectivity, improving logistics and promoting economic growth through strategic infra projects.

The Management of your Company is closely monitoring these developments to source new business opportunities and focus solely on construction & mining equipment business to position as the key equipment financing partner. With expanded growth witnessed in India your Company is committed to focusing on innovative financial solutions to generate long term value for the stakeholders through good governance and adhering to policy compliance.

HUMAN RESOURCES

The year 2024-25, was a year where your Company emerged robustly from the Corporate Insolvency Resolution Process (CIRP) and completed a full year under the new leadership team. Your Company has revamped its HR practices from a traditional HR organization to a new age, tech savvy HR organization and introduced innovative working methodologies to ensure that the employees are prepared to drive long-term value by offering career growth opportunities, competitive rewards and a strong learning culture.

Professional growth opportunities were strategically enhanced and opportunities were provided to employees to step up and showcase their capabilities. This internal promotion strategy sent a highly positive message throughout the organization, reinforcing your Companys commitment to employee development and recognition. During the year, Incentive program was introduced and all the HR Policies were revamped to ensure risk management practices and maximize benefits for employees. The idea was to create a robust work culture and ensure people are self-motivated and take pride at their workplace. Policies like flexible working hours, changed leave policy, revised travel policies have been introduced to help employees achieve work-life balance.

A resolute commitment to diversity and inclusion remained a guiding principle of your Companys HR strategy. Your Company remains committed to promoting a dynamic and inclusive work environment by attracting, developing and retaining top talent. The Company prioritises upskilling and leadership development to build a future-ready workforce aligned with evolving business needs.

Your Company emphasises employee well-being, engagement and diversity to create a high-performance workplace. A strong focus on agility and resilience enables the Company to nurture a workforce capable of contributing to sustained organisational growth. As of March 31, 2025, the Company had 163 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 would be reviewed through Risk Control Self-Assessment (RCSA) framework. RCSA would be prepared by process owners & reviewed by Risk. RCSA calendar would be put in place to ensure that all SOPs are reviewed on periodic basis. 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. Going forward, credit risk would be monitored through periodic portfolio quality reviews and risk categorization of assets & geographies being financed. Your Company would put in place system for detection of Early Warning Signal (EWS) & framework on Expected Credit Loss (ECL) for determination of provisioning.

In order to cover market risk, your Company has put in place policies on Asset Liability Management (ALM) and Investment in line with regulatory guidelines. As per Outsourcing Policy, outsourcing arrangements would be placed to Risk Management Committee (RMC) for consideration, of which material outsourcing would require approval from Board.

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.

In order to achieve enhanced performance, scalability & cost efficiency, your Company during the year has migrated its Data Centre (DC) from AWS (Amazon Web Services) Cloud to Oracle Cloud Infrastructure (OCI). Geographically separated and identical DC & Disaster Recovery (DR) sites have been set up as per regulatory requirements.

In line with the Policy on BCP & DR put in place by your Company, IT DR Drills were conducted 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, in accordance with the regulatory guidelines, your Companys Internal Financial Controls have been reviewed and actions have been taken to strengthen financial reporting and overall risk management procedures. 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.

Your Company is currently in the process of formulating and implementing the ESOP Scheme in accordance with the Approved Resolution Plan dated August 11, 2023.

SCHEME OF AMALGAMATION

During the year under review, the Board of Directors of your Company have at their meeting held on February 11, 2025 approved a 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 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 the Transferor Companies shall be dissolved without winding up in accordance with Section 233 of the Companies Act, 2013.

Your Company has filed necessary forms with the Registrar of Companies, West Bengal Kolkata, Official Liquidator, Ministry of Corporate Affairs and persons affected by the proposed Scheme inviting objections or suggestions, if any to the proposed Scheme.

INFORMATION TECHNOLOGY

Information Technology plays a pivotal role in your Companys operations. Over the past year, the primary focus has been on maintaining & optimizing the existing IT infrastructure.

Your Companys key priority has been to maintain the stability & reliability of its IT environment. Routine maintenance have been consistently undertaken to keep the systems running.

Data security & adherence to regulatory requirements have remained a top priority. Your Company has put in place Board-approved IT & IT Outsourcing and Information & 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.

Your Company has recently migrated its Data Centre (DC) from AWS (Amazon Web Services) Cloud to Oracle Cloud Infrastructure (OCI) for enhanced performance, scalability & cost efficiency. Geographically separate and identical DC & Disaster Recovery (DR) sites have been set up as per regulatory requirements.

Your Company is also in the process of implementing new end-to-end lending solution which comprises LOS (Loan Origination System), LMS (Loan Management System) & LCS (Loan Collections System). Your Companys Security Operations Centre (C-SOC) continues to monitor & improve its security posture while preventing, detecting, analyzing & responding to cyber security incidents. Your Company runs regular awareness programs to strengthen its information security posture & conducts phishing simulation campaigns to assess employee awareness.

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/storage/app/media/sifl_corporate_policies_n ew/Corporate%20Social%20Responsibility%20Policy.pdf

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, being negative, your Company is not liable to spend any amount on CSR during the year under review.

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 is provided in the Annexure forming part of this Report. 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 website of your Company www.srei.com has been designed with user convenience in mind. The website incorporates an intuitive and highly customizable content management system, allowing for effortless updates.

With a modern, customer-centric design, the website caters to the needs of prospective customers, investors and employees. It serves as a comprehensive resource hub, providing regulatory disclosures, financial results, corporate policies, product details and updates on the Companys business activities and services.

HOLDING COMPANY

The Company does not have any Holding Company as on March 31, 2025.

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 investor.relations@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 and audited accounts of each of its subsidiaries, 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 / Associate	Turnover / Total Income for the financial year ended 31.03.2025	Profit After Tax (PAT) for the financial year ended 31.03.2025	% Contribution on Turnover / Total Income for the financial year ended 31.03.2025	% Contribution on PAT for the financial year ended 31.03.2025
	( in Lacs)	( in Lacs)
Srei Capital Markets Limited	5.58	(29.04)	0.01	0.00
Srei Asset Leasing Limited	8.78	7.71	0.01	0.00
Bengal Srei Infrastructure Development Limited	0.48	(0.95)	0.00	0.00
Controlla Electrotech Private Limited	338.27	43.38	0.36	0.00
Srei Mutual Fund Trust Private Limited	0.40	(0.13)	0.00	0.00
Srei Mutual Fund Asset Management Private Limited	1.60	(3.23)	0.00	0.00
Srei Insurance Broking Private Limited	177.49	(244.65)	0.19	0.00
Srei Equipment Finance Limited (SEFL)	88,976	(29,066)	95.84	0.00

2024, July 26, 2024, August 07, 2024, September 27, 2024, November 4, 2024, November 7, 2024, December 18, 2024 and February 11, 2025.

DIRECTORS

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company has appointed Mr. Hardayal Prasad (DIN: 08024303) as a Managing Director of your Company with effect from April 15, 2024.

During the year under review, Mr. Sunil Srivastav (DIN: 00237561) and Ms. Anuradha Mitra (DIN: 00123320) were appointed as an Independent Director(s) of your Company to hold office for a period of 5 (five) consecutive years from the date of the Extra-ordinary General Meeting (EGM) of your Company held on May 07, 2024. In this regard, your Company issued formal letter(s) of appointment to the said Directors stating inter alia the terms and conditions of their appointment.

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.

*The Company has not received the Board approved audited 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 has been consolidated considering the financial statement as at March 31, 2022.

Joint Venture and Associate Company:

As on March 31, 2025, the Company did not have any joint ventures and associate company 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 and hence disclosure is not required.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2025

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

? Categorisation of your Company as Type II NBFC-ND; and

? Sub-division of Shares;

Each of the abovementioned points have been covered in detail in this report 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:

? Resumption of lending business of the Company in May, 2025.

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 Board business. 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 9 Meetings of the Board held on April 05, 2024, June 05,

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 whole-time 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

*Mr. Hardayal Prasad has been appointed as the Managing Director & CEO of the Company w.e.f. April 15, 2024.

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. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report.

4 (Four) meetings of the Audit Committee of your Company were held during the financial year 2024-25 on June 05, 2024, August 07, 2024, November 04, 2024 and February 11, 2025.

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 laid down the various principles of remuneration being well-balanced and performance - related compensation package taking into account shareholder interests, industry standards 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/storage/app/media/2025/August/Nomination%20and%20Remuneration%20Policy.pdf

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 www.srei.com

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 www.srei.com

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

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014.

Details of the investments made by your Company are given in Note No. 5 in the Notes to accounts forming part of the audited (standalone) financial statements for the financial year ended March 31, 2025.

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 of your Company are entered in the ordinary course of business and are on arms length basis and are 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 2024-25. 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 into 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/storage/app/media/latest-updates/Related%20Party%20Transaction%20Policy.pdf

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 the Registered Office of your Company.

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 also 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 year 2024-25, the Company had transferred the amount of Rs. 5,21,411 to IEPF Authority corresponding to unclaimed and unpaid dividends of Investors in companies, for the year 2016-17.

Please note that the Company was not required to transfer the shares pertaining to the financial year 2016-17, 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 Approved Resolution Plan.

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, 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 May 02, 2025 have inter-alia, considered and taken on record the Ind AS Audited Financial Results (Standalone & Consolidated) of your Company for financial year ended March 31, 2025, 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 other than Qualified Opinion Report on the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025. The notes to accounts to the Statutory Auditors Report are self-explanatory and do not call for any further comments.

CORPORATE POLICIES

The details of Policies adopted by your Company along with salient features and summary of key changes, during the year 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 2024-25, no significant and material orders has 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 audited 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 and year ended March 31, 2025 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 and March 31, 2025. Accordingly, the consolidated financial statements for the year ended March 31, 2025 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, 2025 or any other consequences arising out of such non-compliance on the consolidated financial statements.

ASSET LIABILITY MANAGEMENT (‘ALM)

The Company had Nil borrowings as on March 31, 2025. The Company has a 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.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

Your Company is in compliance with all applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT

The provisions with regard to 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, 2025.

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, 2025, 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, 2025 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, etc. prescribed by the Reserve Bank of India from time to time. The Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

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, SEBI, MCA, Stock Exchanges, Depositories, Credit Rating Agencies, Customers, Vendors, Suppliers, Business Associates, Members, Debenture Holders, Debenture Trustees 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.