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SREI Infrastructure Finance Ltd.

BSE: 523756 Sector: Financials
NSE: SREINFRA ISIN Code: INE872A01014
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OPEN 10.59
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VOLUME 484610
52-Week high 18.39
52-Week low 5.01
P/E 3.17
Mkt Cap.(Rs cr) 507
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 10.59
CLOSE 10.60
VOLUME 484610
52-Week high 18.39
52-Week low 5.01
P/E 3.17
Mkt Cap.(Rs cr) 507
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SREI Infrastructure Finance Ltd. (SREINFRA) - Director Report

Company director report

Your Directors are pleased to present the Thirty-Fifth Annual Report together with theAudited Accounts of your Company for the financial year ended March 31 2020. Thesummarised consolidated and standalone financial performance of your Company is asfollows:

FINANCIAL SUMMARY & STATE OF COMPANY AFFAIRS

Consolidated Standalone
Year ended 31st March 2020 Year ended 31st March 2019 Year ended 31st March 2020 Year ended 31st March 2019
Total Income 597444 651687 11446 9202
Total Expenses (including impairment on financial instruments depreciation etc.) 584495 592984 13222 13151
Profit Before Exceptional Items & Tax 12949 58703 (1776) (3949)
Profit Before Tax from discontinued operations - - 3769 16210
Adjustment on disposal /cessation of Subsidiaries and Associate 1222 8085 - -
Profit Before Tax 14171 66788 1993 12261
Current Tax 4347 15158 - -
Deferred Tax 949 2924 637 2794
Profit After Tax but before Loss of Associate 8875 48706 1356 9467
Share of Profit/ (Loss) of Associate - (28) - -
Profit After Tax before adjusting Minority Interest 8875 48678 1356 9467
Non-Controlling Interest (9) (7) - -
Profit After Tax after adjusting Minority Interest 8884 48685 1356 9467
Surplus brought forward from previous year (Retained Earnings) (86804) (119015) 12511 11577
Other Comprehensive Income (net of tax) (13671) (8994) (15797) (12672)
Profit Available for Appropriation (Retained Earnings) (77907) (70348) 13900 21021
Paid up Equity Share Capital 50309 50324 50309 50324
Amount transferred to Reserves (38224) 10391 (22388) 2445
Other Equity excluding Revaluation Reserves 351929 360793 233958 248384
Earning Per Share (Rs.) 1.76 9.68 0.27 1.88

OPERATIONAL REVIEW

Your Company along with its wholly owned subsidiary Srei Equipment Finance Limited isone of the premier private sector financing institutions in India. Some of the keyhighlights of your Company's performance during the year under review are:

Total Income is Rs. 11446 Lacs as against Rs. 9202 Lacs in the last year.

Profit before taxation is Rs. 1993 Lacs as against Rs. 12261 Lacs in the lastyear.

Net profit after taxation is Rs. 1356 Lacs as against Rs. 9467 Lacs in the lastyear.

The total assets under management of the Srei Group is Rs. 4483546 Lacs as againstRs. 4701640 Lacs in the last year.

The Capital to Risk Assets Ratio (CRAR) of your Company stood at 21.37 per cent (entirebeing Tier I) as on March 31 2020 well above the regulatory minimum level of 15 per centprescribed by the Reserve Bank of India for systemically important non-deposit takingNBFCs (NBFCs-ND-SI).

Key Financial Ratios (in terms of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015) are as under -

Particulars 2019- 201820 19

(%) (%)

Return on 0.47 3.33

Networth

Yield on Average 11.38 13.57

Funds

Cost of Funds 9.62 10.44

Gross Interest 1.76 3.13

Spread

Return on 0.12 0.51

Average Assets on Books

Ratios where there has been a significant change (i.e. change of 25 per cent or more ascompared to the immediately previous financial year) along with reasons thereof:

Return on Networth reduced since Profit After Tax (PAT) of your Company reduced to Rs.13.56 Crores in Financial Year 2019-20 compared to Rs. 94.67 Crores in Financial Year2018-19 while Networth stands at Rs. 2872.90 Crores in Financial Year 2019-20 comparedto Rs. 2844.66 Crores in Financial Year 2018-19.

Gross Interest Spread is computed as the difference between yield on average funds andcost of funds. Therefore reduction in Gross Interest Spread is the

resultant effect of reduction in yield on average funds and cost of funds.

Return on Average Assets on Books reduced since Profit After Tax (PAT) and Asset onbooks of your Company reduced significantly subsequent to completion of slump exchangetransaction during the year under review.

The Financial Statements of your Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with the IndianAccounting Standards (IND AS) and the relevant provisions of the Companies Act 2013 andrules made therein as applicable and Regulation 48 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as ‘SEBI Listing Regulations 2015'). Accounting policies have beenconsistently applied except where a newly issued accounting standard if initially adoptedor a revision to an existing accounting standard requires a change in the accountingpolicy hitherto in use. Management evaluates all recently issued or revised accountingstandards on an ongoing basis. Your Company discloses standalone and consolidatedunaudited financial results on a quarterly basis which are subjected to limited reviewand standalone and consolidated audited financial results on an annual basis.

Your Company has complied with all the norms prescribed by the Reserve Bank of India(RBI) including the Fair practices Anti Money Laundering and Know Your Customer (KYC)guidelines.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 272 Lacs to Special Reserve(pursuant to Section 45IC of the Reserve Bank of India Act 1934) and reversal of Rs.22660 Lacs from Bond / Debenture Redemption Reserve.

CLASSIFICATION AS INFRASTRUCTURE FINANCE COMPANY (IFC) AND PUBLIC FINANCIAL INSTITUTION(PFI)

Your Company continues to be classified as an ‘Infrastructure Finance Company'within the overall classification of ‘Non-Banking Finance Company' by the ReserveBank of India (RBI). Your Company is also notified as a Public Financial Institution (PFI)by the Ministry of Corporate Affairs (MCA) Government of India.

DIVIDEND

In accordance with Regulation 43A of SEBI Listing Regulations 2015 a DividendDistribution Policy is adopted by your Company covering inter alia the parameters fordeclaration of dividend utilization of retained earnings procedure for dividenddeclaration etc. The Dividend Distribution Policy is available on your Company's websiteat https://www.srei.com/sifl-corporate- policiesZDividend_Distribution_Policy.pdf and isalso set out as an annexure to the Directors' Report and forms part of this Annual Report.

Your Company follows a consistent dividend policy that balances the dual objectives ofappropriately rewarding Members through dividends and retaining capital in order tomaintain a healthy capital adequacy ratio to support long term growth of your Company.However with a view to conserve capital due to ongoing Covid-19 pandemic the Board ofDirectors of your Company has not recommended any dividend on Equity Shares of the Companyfor the Financial Year ended 31st March 2020.

PUBLIC DEPOSITS

Your Company decided not to accept any further public deposits or renew such maturingdeposits in any manner w.e.f. April 20 2010 and the entire amount of outstanding publicdeposits as on April

19 2010 together with interest promised to the depositors was kept in an EscrowAccount with a scheduled commercial bank for the purpose of making payment to thedepositors as and when they raise the claim. Despite sustained efforts to identify andrepay unclaimed deposits the amount payable to the depositors as on March 31 2020 is Rs.10000. The said unpaid amount was thereafter transferred to the Investor Education andProtection Fund (IEPF).

Being a non-deposit taking Company your Company has not accepted any deposits from thepublic/members under Section 73 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rules 2014 during the year and within the meaning of the provisions of theNon-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions2016.

PUBLIC ISSUE OF SECURED AND / OR UNSECURED SUBORDINATED REDEEMABLE NONCONVERTIBLEDEBENTURES (NCDs)

During the year under review your Company issued Secured Redeemable Non-ConvertibleDebentures (the "Debentures") of face value of Rs. 1000 each as per thedetails given hereunder:

Date of opening of Issue Base Issue Size (Rs. in Crores) Total Issue Size including Green Shoe Option (Rs. in Crores) Maturity Period Allotment Date Amount (Rs. in Crores)
09.04.2019* 100 Upto 500 400 days/3 years/5 years 15.05.2019 105.76

*Issue w.r.t. Tranche 1 Prospectus dated March 29 2019 of Secured NCDs read togetherwith Shelf Prospectus dated March 29 2019.

Debenture Trustee Agreement(s) for the aforesaid issue was duly executed with CatalystTrusteeship Limited. The said Debentures are listed on the Debt Segment of BSE Limited(BSE). According to the object of the issue proceeds have been utilised for the purposeof lending/ repayment of existing loans and for general corporate purposes. Your Companyhas duly paid the interest due on the aforesaid Debentures on time.

Further in terms of the Business Transfer Agreement (BTA) dated August 16 2019 yourCompany has transferred all rights and obligations under the Debenture Trust Deed arisingout of the listed Non-Convertible Debentures (NCDs) to Srei Equipment Finance Limited(SEFL) wholly-owned subsidiary of your Company pursuant to the Novation Deeds executedwith the Debenture Trustees.

PRIVATE PLACEMENT OF UNSECURED PERPETUAL NON-CONVERTIBLE DEBENTURES (NCDs)

During the year your Company issued unsecured perpetual Non-Convertible Debentures(NCDs) amounting to Rs. 10 Crores on private placement basis. The issue proceeds raisedthrough Private Placement of NCDs have been utilized

for the purpose of refinancing existing debt or for disbursement and for generalbusiness purpose.

PROMOTERS' GROUP SHAREHOLDING

As on March 31 2020 the total shareholding of the Promoters' Group of your Company is60.7984 per cent and none of the Promoter/Promoters' Group shareholding is under pledge.Further in compliance with Regulation 31(2) of SEBI Listing Regulations 2015 the entireshareholding of promoter(s) and promoter group is in dematerialised form.

TRANSFER OF LENDING BUSINESS INTEREST EARNING BUSINESS & LEASE BUSINESS OF YOURCOMPANY TO SREI EQUIPMENT FINANCE LIMITED A WHOLLY OWNED SUBSIDIARY OF YOUR COMPANY AS AGOING CONCERN ON SLUMP EXCHANGE BASIS

The Board of Directors of your Company at its meeting held on January 21 2019approved a composite Scheme of arrangement and amalgamation amongst your Company SreiEquipment Finance Limited ("SEFL") and Srei Finance

Limited ("Srei Asset") and respective shareholders and creditors("Scheme") in accordance with Sections 230 to 232 of the Companies Act 2013 andthe rules made thereunder. Subsequently with the developing market conditions in the NBFCsector the management and the Board of Directors have had several discussions anddeliberations with market experts consultants and others and the Board considered thatthe aforesaid Scheme should not be followed through and was therefore withdrawn.

Thereafter the Board of Directors of your Company and Srei Equipment Finance Limitedat their respective meetings held on July 04 2019 had for the purposes of consolidationof lending business approved the transfer assignment and delivery of the LendingBusiness Interest Earning Business & Lease Business of your Company together withassociated employees assets and liabilities (including liabilities towards issued andoutstanding nonconvertible debentures) ("Transferred Undertaking") as a goingconcern by way of slump exchange to Srei Equipment Finance Limited a wholly ownedsubsidiary of your Company for such lump sum consideration as mutually agreed and whichshall be discharged/ paid by Srei Equipment Finance Limited

(SEFL) by issue and allotment of fully paid up equity shares of SEFL.

The aforesaid transaction was approved by the Members of your Company through PostalBallot the results of which were declared on August 16 2019. Necessary intimation w.r.t.the aforesaid transaction was made to the Stock Exchanges and to the Reserve Bank of India(RBI).

Thereafter the Business Transfer Agreement (BTA) was signed and executed by yourCompany and SEFL on August 16 2019. Pursuant to the said BTA the entire fund-basedbusiness division of your Company alongwith all its assets and liabilities has beentransferred to SEFL with effect from October 01 2019.

Pursuant to the BTA SEFL vide its Board Resolution dated December 31 2019 issued andallotted to your Company 19356415 (One Crore Ninety Three Lakhs Fifty Six ThousandFour Hundred and Fifteen only) Equity Shares of Face Value Rs. 10 (Rupees Ten) each("Final Exchange Shares") carrying a premium of Rs. 481 (Rupees Four HundredEighty One only) each as due and adequate consideration for the acquisition and/orpurchase of the Transferred Undertaking as a going concern by way of slump exchange.

Further Novation Deeds were executed with the Debenture Trustees Catalyst TrusteeshipLimited and Axis Trustee Services Limited on December 18 2019 and January 14 2020respectively for Novation/Transfer of all rights and obligations arising out of thelisted NonConvertible Debentures ("NCDs") from your Company to SEFL. Approvalfrom the Stock Exchanges i.e. National Stock Exchange of India Limited (NSE) and BSELimited (BSE) for Novation/Transfer of NCDs from your Company to SEFL was duly received onFebruary 26 2020. Accordingly the Novation/Transfer of NCDs from your Company to SEFLhas been completed.

Further both your Company and SEFL have obtained approvals from their respective leadbankers to the

consortium Axis Bank Limited and UCO Bank Limited vide No-Objection Certificatesdated November 07 2019 & April 04 2020 and few other Lenders. The approval fromremaining lenders is in process.

Pending the approvals as stated above your Company has accounted for the slumpexchange transaction on October 01 2019. Your Company has obtained expert legal andaccounting opinions in relation to the accounting of the Slump Exchange transaction whichconfirms that the accounting treatment so given is in accordance with the relevant Ind ASand the underlying guidance and framework.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC REVIEW

a. Global Outlook

According to the International Monetary Fund (IMF) the global economy is set tocontract by 4.9 per cent in 2020 after a growth of 2.9 per cent in 2019. This sharp fallis due to the effects of the Covid-19 induced ‘Great Lockdown'. Country after countryhas implemented the lockdown as a measure to slow down the spread of the pandemic andlimit the loss of human life. The economic damage thus inflicted is estimated to be fargreater than what happened from the great financial crisis of 2008-09. IMF howeverpredicts a 5.4 per cent growth for global economy in 2021.

As per IMF's World Economic Outlook (WEO) the advanced economies after registering apositive growth of 1.7 per cent in 2019 will shrink by 8 per cent in 2020. The UnitedStates is expected to contract by 8 per cent Euro Area by 10.2 per cent the UnitedKingdom by 10.2 per cent and Japan by 5.8 per cent. Even the major emerging market anddeveloping economies (EMDEs) are expected to shrink by 3 per cent in 2020 after growing at3.7 per cent in 2019. Economies like Russia Brazil and South Africa will contract in2020. China on the other hand is expected to register

a markedly slow growth of 1 per cent in 2020 after having grown at 6.1 per cent in2019. However given the fact that the pandemic is showing no signs of going away thereis too much uncertainty and actual economic performance can be worse than theprojections. In fact because of the prevailing uncertainty for the first time in 30years the WEO has come out with a 2-year projection instead of its usual 5-yearprojection.

The geo-political equations are changing. Before the outbreak of the pandemic the USand China were locked in a geopolitical economic and technological rivalry that caused asynchronized cyclical slowdown in businesses. But now there has been a further escalationin the tension between the US and China with the former blaming the latter for the originand spread of the pandemic. A growing anti-China sentiment in several nations is promptingtheir home-grown multinational corporations to relocate their manufacturing units awayfrom China. This is set to reshape the global industrial supply-chains.

The Eurozone may also be heading into a recession. The economic and political situationhas worsened with the pandemic in the absence of any coherent coordinated response to thecrisis. The ‘great lockdown' has led to a crash in oil prices which is seriouslythreatening most oil-producing countries in the Middle East and North Africa (MENA) whoneed higher oil prices to balance their budgets.

To boost their respective economies most central banks have adopted a moreaccommodative stance. The major central banks have cut interest rates to historic lowswhile unprecedented liquidity infusions have been used to reduce funding constraints andfrictions in the financial market. In spite of that there is a growing trend of an"each country for itself" approach which is leading to a more fragmented world.The decision by the US to stop funding the World Health Organization (WHO) will adverselyimpact the emerging and

developing nations in their fight against Covid-19.

A new world order with revised economic priorities health protocols supply chainsnational security priorities and many more "new normal"-s will emerge. Thefundamentals of certain industries will change forever from this pandemic and they wouldneed to re-engineer their business models in order to survive. Globalization graduallyseems to be losing its importance. Instead the growth in trade and commerce travel andtourism movement of individuals (professionals students patients and others) amongcountries will now be influenced more by bilateral deals and limited regionalco-operations. We therefore will have to prepare ourselves for a fully rebooted globe.With the adaptability resilience and innovation of mankind a new upgraded and betterworld will be created.

b. Indian Scenario

During the year under review the National Democratic Alliance (NDA) government wasre-elected at the Centre with an overwhelming majority. The year also witnessed Indiasurpass the UK in terms of GDP to become world's fifth largest economy. India climbed up14 positions (from 77th in 2018 to 63rd in 2019 among 190 countries) in the World Bank'sEase of Doing Business Index. Inflow of foreign direct investment (FDI) remained steady.After recording a total FDI (equity + re-invested earnings + other capital) of USD 62billion in FY19 India was able to attract FDI worth USD 73.4 billion during FY20 anincrease of 18 per cent. India's total exports (goods and services combined) in FY20 stoodat USD 544.7 billion while total imports stood at USD 645.6 billion. India's foreignexchange reserves presently stand at over USD 500 billion.

However the economy was steadily losing growth momentum. After growing at 6.1 per centat FY19 the economy clocked an 11-year low growth rate of 4.2 per cent in FY20. Allthrough the year the slowdown was evident from

several high frequency economic indicators. The composite index of 8 core industries(namely coal crude oil natural gas refinery products fertilizers steel cement andelectricity) grew at just 0.6 per cent during FY20 as against 4.4 per cent in FY19. Theindex for industrial production (IIP) shrunk 0.7 per cent against a positive growth of 3.8per cent in FY19. Capital goods output contracted by 13.7 per cent infrastructure andconstruction goods by 4 per cent and consumer durables by 8.4 per cent in FY20. Sales ofboth commercial and passenger vehicles declined sharply during the year. Bank creditgrowth decelerated to an over five-decade low of 6.14 per cent in FY20. All these indicatea major slowdown in both investment and consumption demand.

The impact of the nation-wide lockdown will be felt in the coming quarters too. As perIMF's WEO the Indian economy is expected to contract by 4.5 per cent in 2020 and thengrow at 6 per cent in 2021. Several other institutions and agencies including the ReserveBank of India (RBI) have projected a contraction in Indian economy in FY21.

There was a sharp rise in unemployment because of the lockdown. According to the Centrefor Monitoring the Indian Economy (CMIE) there were as many as 122 million unemployedpeople in India in May taking the unemployment rate to 27.1 per cent. With the lockdowngetting lifted in phases the employment figure has started improving. The government hasstepped in with a stimulus package and is working towards addressing the urgent needs ofthe most vulnerable segments of the society.

With the likelihood of a second wave of the pandemic in the coming months thegovernment has adopted a restrained approach so far. However the fiscal deficit targetfor the year will surely be breached by a wide margin. The RBI too will maintain anaccommodative stance till the time things return to normalcy.

While the year ahead may actually be spent in recovering from the disruption

caused by Covid-19 a window of opportunity may open up for India as globalcorporations consider relocating their units from China. If India can attract some ofthese corporations to set up their manufacturing units here this can set in motion a newcycle of investment and job creation. The management of your Company is convinced thatwith appropriate governmental measures India can consolidate its position at the globalstage and be a growth engine for the world economy.

NBFCs IN INDIA

In India the Non Banking Financial Companies (NBFCs) play an active role in meetingthe funding needs of those segments of the society who mostly remain outside the coverageof formal modes of institutional funding. NBFCs are essentially fuelling entrepreneurshipby catering to the funding needs of the MSMEs many are involved in the infrastructuresector in services like construction and transportation. Thus NBFCs are performing a dualrole of promoting financial inclusion and nation building.

As on September 2019 the number of NBFCs registered with the RBI stood at 9642. Ofthose 9461 are non-deposit taking which is more than 98 per cent of the total number.

The year under review has been a challenging one for the NBFC sector. The flow of fundsto NBFCs from the institutional sources has significantly reduced. RBI has tried toaddress the liquidity concerns of NBFCs but strategic direction needs to be articulatedso as to ensure ongoing resource mobilization for the sector.

During the year under review the following amendments made by the RBI affected theregulatory framework of the NBFCs:

Extension of the Ombudsman Scheme for NBFCs to all non-deposit taking NBFCs withminimum asset size of Rs. 100 crore in order to improve customer confidence.

Registered NBFCs to report all cyber security incidents to RBI.

NBFCs with minimum asset size of Rs. 5000 crore to appoint a Chief Risk Officer(CRO) to augment risk management practices.

NBFCs with minimum asset size of Rs. 100 crore to adopt a ‘Liquidity RiskManagement Framework' introduced by RBI in order to ensure maintenance of sufficientliquidity (including a cushion of unencumbered high-quality liquid assets) to withstand arange of stress events establish a diversified funding strategy and monitor the risk ofintragroup transfers.

NBFCs to be covered under RBI's new ‘Prudential Framework for Resolution ofStressed Assets' in a bid to align the loan loss provisioning norms for the large stressedaccounts of NBFCs with commercial banks.

All Indian companies including NBFCs which have received FDI and/ or made FDIabroad (i.e. overseas investment) in the previous year(s) including the current year tofile the annual return on Foreign Liabilities and Assets (FLA) with the objective toenhance the security-level in data submission and further improve the data quality.

External Commercial Borrowing (ECB) policy was liberalized which allowed NBFCs touse those funds for repayment of rupee loans availed domestically for capital expenditureand otherwise and for on-lending working capital and general corporate purposes.

On-lending by registered NBFCs (other than Micro Finance Institutions i.e. MFIs)towards agriculture (up to Rs. 10 lakh per borrower) micro and small enterprises (up toRs. 20 lakh per borrower) and housing sector (up to Rs. 20 lakh per borrower) will betreated as priority sector loans provided those are fresh loans sanctioned by NBFCs outof bank

borrowings. Bank credit to NBFCs for on-lending will be allowed up to a limit of 5 percent of individual bank's total priority sector lending on an ongoing basis.

A Partial Credit Guarantee Scheme was offered by Government of India to publicsector banks for purchasing high-rated pooled assets from NBFCs and Housing FinanceCompanies (HFCs).

A task force set up by RBI for the development of a secondary market in corporateloans under the chairmanship of Canara Bank chairman TN Manoharan had recommended thatthe first step towards developing such a market should be to set up a self-regulatorybody. A secondary market in corporate loans is expected to provide benefits to banksNBFCs borrowers and other market participants by enabling efficient price discovery forloan assets and helping lenders to optimize capital and manage both liquidity and risk.

RBI increased the loan exposure limit of banks to a single NBFC (excluding gold loancompanies) from 15 per cent to 20 per cent of the banks' capital base.

RBI allowed banks and NBFCs to extend their borrowers a 6-month moratorium on termloans in the backdrop of the start of a nation-wide lockdown. RBI has allowed exclusion ofpayment moratorium period from the calculation of days past due for NPA recognitionprovided financial institutions maintain a higher provision of 10 per cent on theseaccounts in Q4FY20 and Q1FY21.

As part of Prime Minister's Aatmanirbhar Bharat Abhiyaan a special liquidity schemewith an allocation of Rs. 30000 crore was announced which enables investments in bothprimary and secondary market transactions in investment grade debt paper of NBFCs HFCsand MFIs. Such securities will be fully guaranteed by Government of

India. In addition Rs. 45000 crore was allocated for a Partial Credit GuaranteeScheme 2.0 to cover borrowings such as primary issuance of bonds and commercial papers ofNBFCs HFCs and MFIs which involve sub-AA ratings and even unrated papers. Government isto guarantee the first 20 per cent of the losses.

The year ahead is likely to be even more challenging than the previous one and isexpected to usher in a number of regulatory changes. NBFCs that are knowledge drivencapable of innovating and can leverage technology successfully will emerge as winnersfrom the current turmoil.

BUSINESS OUTLOOK AND FUTURE PLANS

As the nation-wide lockdown has stretched for more than 2 (two) months a nationaldebate on "life vs. livelihood" has taken centre-stage. The cash flows of mostbusinesses have been severely disrupted. With the banks being reluctant to provide freshloans and / or restructure the existing loans most firms and entrepreneurs are finding itextremely difficult to continue operations. Thus the year ahead will be a struggle forsurvival and stabilization for most enterprises. The road to recovery has slowed down andis becoming even more challenging as there is a growing divergence in the responsestrategies of the Centre and some of the state governments.

The government and the central bank have announced a slew of measures to fuel demandbut most of those would be useful in the medium to long term. However the immediateliquidity issues and the short term challenges of enterprises need to be addressedurgently. An immediate spurt in demand is possible if all the central and state governmentagencies can expeditiously clear all outstanding payments to contractors and businesses.Similarly release of all outstanding tax refunds and money stuck in arbitration awardswill also help in buoying demand.

Under the Aatmanirbhar Bharat Abhiyaan announced by the Prime Minister a number ofmedium to long term measures have been announced to drive demand growth in the areas ofagriculture infrastructure and defence with an overarching focus on facilitating themicro small and medium enterprise (MSME) in each sector. The reforms to be undertaken insectors like health mining power aviation and housing are aimed at stimulating domesticdemand and job creation. The decision to revamp the viability gap funding for socialinfrastructure like health and education is a timely initiative to increase thepenetration of technology in these sectors.

The Covid-19 crisis has highlighted the importance of three key sectors - healthcareagriculture and technology. The government is committed towards strengthening all thesesectors.

The gaps in the healthcare sector need to be filled by revamping the healthinfrastructure especially in the public health services. This is bound to drive up thedemand for medical equipment - both hi-tech healthcare devices and manual appliances.

With agriculture emerging as a lifeline for the entire country the government hasoutlined an ambitious post-pandemic agenda for agricultural reforms to cut down on archaicregulations raise farm- gate prices unify domestic markets modernize the logistics andsupply chain and integrate the farm economy into global value chains. This drive toimprove farm productivity and logistics is expected to increase the demand foragricultural equipment.

Technology has proved to be a game- changer in this pandemic. Companies which hadproactively invested in technology managed to handle the crisis better by allowingemployees to ‘work from home'. Going forward companies' investment in technology isset to grow exponentially.

The management of your Company is monitoring these developments to explore financingopportunities and to establish a stronger presence in these sectors.

Whether to enhance India's appeal as an investment destination or to fuel domesticdemand by creating new jobs one sure-shot way to achieve the same is to buildinfrastructure. Standing firm on its commitment to build a world class infrastructure thegovernment had set up a national task force with the mandate to carry out an assessment ofIndia's existing infrastructure and to identify its future needs and requisite policyreforms. The task force has come out with a national infrastructure pipeline (NIP) ofprojects involving investments of Rs. 111 trillion needed over 5 (five) years up to 2025.Out of the total NIP investments projects worth Rs. 44 trillion (40 per cent) are underimplementation projects worth Rs. 33 trillion (30 per cent) are at conceptual stage andprojects worth Rs. 22 trillion (20 per cent) are under development while informationregarding project stage is unavailable for projects worth Rs. 11 trillion (10 per cent).Sectors such as energy (24 per cent) roads (18 per cent) urban (17 per cent) andrailways (12 per cent) amount to around 71 per cent of the projected infrastructureinvestments in India. 39 per cent of the NIP will be implemented by the centralgovernment 40 per cent by the state governments and 21 per cent by the private sector.

During the year under review in an announcement in Union Budget 202021 SovereignWealth Funds were allowed 100 per cent tax exemption for investments in Indianinfrastructure projects. The other important announcement was the increase in the FPIlimit for corporate bonds from 9 per cent to 15 per cent. These two announcements will beinstrumental in mobilizing long term funds both equity and debt for infrastructureprojects especially when the global financial markets are flushed with abundant funds.

These developments augur well for the infrastructure equipment industry ensuring asteady flow of demand as well as demand for their financing. The management of yourCompany is closely tracking these developments in order to source new businessopportunities.

BUSINESS REVIEW

During the earlier years the business activities of your Company were categorised intoFund based and Fee based activities. During the year under review your Company decided toconsolidate the entire fund based activities into one entity and hence through a scheme ofSlump Exchange the fund based business was transferred to your Company's wholly ownedsubsidiary Srei Equipment Finance Limited.

Going forward the business activities of your Company will be Fee based activitiesprimarily focussed on Infrastructure Project Advisory and Financial Solutions Advisory.

FEE BASED ACTIVITIES

I. INFRASTRUCTURE PROJECT ADVISORY

Infrastructure Project Advisory Division of your Company has established its presenceacross the infrastructure spectrum as strategic advisors to Central/ State GovernmentsStatutory Bodies PSUs and Urban Local Bodies. The Division offers advisory consultancyand other allied value added services from concept to commissioning in different domainsof Infrastructure - majorly Urban and Industrial precincts. The Division has undertakenfew projects which are elaborated below:

a. Smart City Mission Programme

Your Company has been associated with Smart City Mission Programme since its inceptionin 2015 and associated in developing Smart City proposals. As of now your Company isactively providing support as Project Development and Management Advisors for overallproject management of Smart City projects

including designing developing managing and implementing smart city projectsidentified by the respective cities on two outputs viz. Area based development andPan-city solution for the following cities namely Muzaffarpur Bihar and Bareilly UttarPradesh.

b. Pradhan Mantri Awas Yojna - Urban (PMAY-U)

Your Company has been a partner to this prestigious programme and has since set up aState Level Technical Cell (SLTC) in West Bengal and deployed Technical Experts forproviding strategic operational implementation and monitoring support as an extended armof the State Level Nodal Agency (SLNA) for efficient transfer of knowledge and resourcesunder the scheme/ programme.

c. Atal Mission for Rejuvenation and Urban Transformation (AMRUT)

AMRUT programme aims at enhancement of five basic urban infrastructure precincts alongwith creation of a platform for GIS based mapping of city infrastructure. Your Company hasbeen actively supporting this initiative and has been associated with the following:

Independent Review and Monitoring Agency (IRMA) for Rajasthan Cluster to carry outperiodic review and monitoring of the projects

Formulation of GIS-based Master Plan for 20 cities in Tripura with an objective toprepare Development Plan documents for the cities/ towns under the Tripura Town &Country Planning Act 1975 along with Master Plans for Water Supply Storm Water Drainageand Solid Waste Management

Formulation of GIS based Master Plan / Master Plan for 2 clusters (26 cities/ towns)in West Bengal.

d. Food Processing

For the Ministry of Food Processing Industries Government of India your

Company has been working as Program Management Agency (PMA) for:

Mega Food Park Scheme to facilitate establishment of Mega Food Parks

The Scheme for creation of infrastructure for Agro Processing Clusters under theCentral Sector Scheme - Kisan Sampada Yojana

The Scheme of Creation/ Expansion of Food Processing/ Preservative Capacities(CEFPPC) under the Central Sector Scheme - Scheme for Agro-Marine Produce Processing andDevelopment of Agro Clusters (SAMPADA).

e. Other Infrastructure Engagements

Your Company continues to work for the following projects in the Urban Infrastructuredomain:

Project Management Consultant (PMC) for implementation of five specific SewerageSchemes in Goa

Independent Engineer & Auditor for Food Corporation of India to oversee/supervise setting up of Silos on Design Build Finance Own & Operate (DBFOO) basisfor storage of food grains at Sangrur in Punjab and Kannauj in Uttar Pradesh

Transaction Advisor for (i) Madhya Pradesh Intercity Transport Authority to developand upgrade bus terminals and their appurtenant infrastructure at six locations viz.Bhopal Gwalior Indore Sagar Rewa & Jabalpur in Madhya Pradesh to internationalstandard on PPP basis and (ii) Madhya Pradesh Warehousing & Logistic Corporation fordevelopment of ‘Trucking Hub' at Saikheda (Sagar) and ‘Composite Logistics Hub'at Ujjain in Madhya Pradesh through PPP mode.

f. International Engagements

During the year under review your Company has also worked on few internationaladvisory assignments focussed in African region:

Financial vetting Consultant for Port & SEZ projects in Gabon West CentralAfrica for Gabon SEZ which is a JV of Government of Gabon Africa Finance Corporation& Olam International

Your Company was appointed to prepare a Bankability Report/ Techno EconomicFeasibility Report (TEFR) for bulk dry cargo port project at San Pedro in Ivory CoastWest Africa by BGFI Capital & Afri EXIM

Working as Transaction Advisor (TA) for setting up of Organic Medicine based farming& processing in India by MedLIFE GmbH iG an Austrian group.

It is being anticipated that the next wave of opportunity in Government Advisory shallbe more technology and domain specific with even more strategic support like operationalmanagement of smart and specific infrastructures that are now being created.

Leveraging its core competency coupled with strategic planning for sectors like UrbanInfrastructure Tourism Transportation Industrial Park GIS- based Master Plan etc.your Company is working on initiatives for sustainable growth.

II. FINANCIAL SOLUTIONS ADVIOSRY

Since focus is now primarily on Fee based activities your Company has formed a newteam internally designated as Financial Solutions Group to leverage your Company'sfinancing and operating experience of around 30 (thirty) years to provide customisedfinancing solutions. The unique feature is an integrated offering to your Company'scustomer base encompassing both financial advisory and capital market services.Additionally your Company has developed a deep understanding of the Insolvency andBankruptcy Code (IBC) process through our experienced in-house team and relationships withvarious stakeholders involved in the Corporate Insolvency Resolution Process (CIRP).

During the year under review the Financial Solutions Group undertook

various assignments pertaining to both IBC and normal transaction advisory mandates.These mandates were both from your Company's clients and also external mandates which weresourced by Financial Solutions Group.

Looking Forward

The changing market landscape requires a different approach. Your Company will positionitself as an integrated solutions provider. Considering its financing and operatingexperience your Company endeavours to differentiate itself by providing higher valueadded services i.e. advisory services.

Your Company is looking to diversify into other upcoming geographies with South EastAsia and the African region and is actively pursuing multi-lateral funded projects - bothin Urban Industrial as well as Social Infrastructure.

Your Company also looks forward to develop a strategic vertical within the AdvisoryDivision to cater to the upcoming Public Financial Institution (PFI) Guarantee domainwhich are specifically non-fund based activities.

The Financial Solutions Advisory is working closely with equipment finance clients toprovide array of services ranging from transaction advisory investment support both debtand equity and capital market services.

INFRASTRUCTURE EQUIPMENT FINANCE - SREI EQUIPMENT FINANCE LIMITED

Srei Equipment Finance Limited (SEFL) a wholly owned subsidiary of your Company isregistered with the Reserve Bank of India (RBI) as a systemically important non-deposittaking NBFC and is one of the leading financier in the Construction Mining and alliedEquipment (CME) sector in India. In addition to CME SEFL is also diversified intofinancing of tippers IT and allied equipment medical and allied equipment farmequipment and other assets. The financial products and

services comprise loans for new and used equipment and leases.

Infrastructure sector being a key driver for the Indian economy enjoys continued focusfrom government. It is estimated that India should invest $4.5 trillion in Infrastructureby 2030 to support faster growth. To achieve the GDP of $5 trillion by 2024-25 Indianeeds to spend about $1.4 trillion (Rs. 100 lakh crore) over these years oninfrastructure. The ambitious National Infrastructure Pipeline (NIP) of Rs 1.03 lakh croreto be spent over 6 (six) years is a part of that attempt to invest $4.5 trillion. The NIPwith focus on the transport sector and railways will not only create jobs but will alsoboost productivity and efficiency of Indian businesses. The project creation is beingbacked by efforts to make infrastructure financing available. The Rs. 22000 crores equitysupport to IIFCL and NIIF to create a funding pipeline of Rs. 103000 lakh crores andgranting 100 per cent exemption to interest dividend and capital gains income of theSovereign Wealth Funds in respect of investment made in infrastructure are very importantinitiatives for funding infrastructure creation.

The Union Budget for 2020-21 essentially reinforces the government's impetus to theNIP. With mention of 6500 infra projects under consideration it is clear that successfulimplementation of NIP revolves around stitching together a credible financing plan. Thegovernment has also relied on doubling of divestment target including successfulmonetization of assets such as 6000 km of roadways for meeting the resource requirements.Further it provided about Rs. 1.70 lakh crores for transport Infrastructure in 2020-21.

In the Union Budget 2020-21 sectors such as housing and urban affairs mines roadsand highways and railways have witnessed increased year-on-year (y-o-y) allocations(excluding internal and extra budgetary resources (IEBR)) by 18 per cent 11 per cent 11per cent and 3 per cent respectively.

While infrastructure has always remained the focus lens of the government the Covid-19pandemic has temporarily shifted the spotlight to the healthcare expenditure. In the longrun the government is committed to build a world class infrastructure in the Country.Keeping the future in mind the Indian infrastructure equipment sector is undergoingsweeping changes not just in terms of higher demand but also due to the digitalizationand intelligentization of manufacturing for rolling out highly advanced equipment. In viewof the projected growth and government's ‘Make in India' initiative most OriginalEquipment Manufacturer (OEMs) are upgrading their manufacturing facilities in anintelligent and innovative way by using automation robotic and advanced technologies;producing high- tech machines that meet global quality standards.

Post the IL&FS crisis the NBFC sector was moving towards a silent recovery whenthe Covid-19 pandemic struck in the last quarter of FY 2020 and stalled its recovery.While the infrastructure sector continues to enjoy the government's focus in the longterm the current fiscal is all about business continuity and stability for all businessesacross all sectors including the construction equipment sector and the NBFC sector. Due tothe aforementioned economic scenario the construction mining and allied equipment (CME)industry is estimated to have decelerated by approximately 18 per cent year-on-year inFiscal 2020 in terms of unit sales.

As the liquidity was constrained in general across the NBFCs there was a markedslowdown due to which there was a decline in disbursements. The disbursement for FY 2020amounted to Rs. 9555 crores compared to Rs. 13681 crores in FY 2019. In FY 2020 whileSEFL's year-on-year total income increased by 16 per cent to Rs. 5079 crores the netprofit declined by 82 per cent to Rs. 56 crores. This was primarily due to a 41 per centy-o-y increase in finance cost and a

37 per cent y-o-y increase in cost of risk. The total Asset under Management (AUM) forFY 2020 was Rs. 42512 crores. In this challenging environment SEFL has focused ondiversifying the liability portfolio to enhance liquidity for future growth and isre-engineering the business model through multiple stake holder partnerships with anendeavour to make the model sustainable.

Since the forthcoming year is extremely uncertain due to the Covid-19 pandemicscenario SEFL will focus on sustenance and stabilization of its operations and then lookfor growth in FY 2022. In the forthcoming year SEFL would continue to leverage its growthopportunities through its latest capital light co-lending business model with both publicsector and the private sector banks which will enable SEFL to access enhanced liquidity aswell as allow SEFL to collaborate and widen its market and customer base thereby helpingit maintain its strong market position. While banks will have access to SEFL's strongcustomer relationships OEM relationship and programs domain expertise risk prognosistools arising out of three decades of experience and SEFL's tested process and policies;it shall also offer customers a win-win scenario with access to affordable financialsolutions and other banking products under one umbrella. This model will also enable SEFLto maximize fee income and maintain cost efficiency thereby helping it deliver improvedperformance matrices. The co-lending arrangement shall operate through a digital platformfor loan origination loan dues collection auction of equipment valuation of equipmentand several other facilities. Meanwhile SEFL shall continue to conduct direct lending andleasing business activities with its SME and strategic customers. SEFL also plans toengage in third party leasing with a focus to increase its fee income without impactingits balance sheet. Further SEFL will remain focused on upgrading its existing ITcapabilities with automated digitized and other technologically-enabled platforms.

RESOURCES

Your Company has allotted perpetual debentures (Tier I Capital) aggregating to Rs. 10crores by issue of long term Non-Convertible Debentures (NCDs) during the year underreview through Private Placement. Your Company has also raised Rs. 528.60 crores throughCommercial Papers during the year under review. Your Company has allotted SecuredRedeemable Non-Convertible Debentures aggregating to Rs 105.76 crores during the yearunder review.

The amount outstanding w.r.t. Unsecured Perpetual Non-Convertible Debentures (NCDs) isRs. 330 crores (excluding interest accrued) and w.r.t. Commercial Papers is Rs. 398.30crores as on 31st March 2020.

RISK MANAGEMENT

Your Company continues to play a pivotal role in India's infrastructure sector. Forclose to three decades your Company's business has grown manifold and risk managementcontinues to be the core area of your Company's operation especially in an environmentwhich is characterized by increasing uncertainties like Covid-19. Given the imperatives ofenhancing shareholders value whilst maintaining highest asset quality through optimalasset allocation on the backdrop of strong business growth risk management holds the key.

Your Company's risk management strategies are clearly based on sound understanding ofvarious risks and adherence to well-laid out risk policies and procedures derived fromthe guidance and relevant directives provided from time to time by the Reserve Bank ofIndia (RBI) applicable for designated classifications of non-banking finance companies(NBFCs) that your Company is included in and other regulatory authorities and continuouslybench marked with industry best practices.

The Board of Directors of your Company lays down the overall risk strategy and RiskCommittee oversees the application and adherence to it. The policies are

approved from time to time by the Board of Directors or the Risk Committee inconsultation with other sub-committees of the Board.

The contours of credit risk assessment are defined by a comprehensive and well-definedconsolidated Risk Policy and standardized credit approval processes. Your Company hasadopted a comprehensive approach for market risk that not only hedges against marketrisks but also endeavours to maximise the risk-adjusted rate of return of the portfolioby keeping close track of macroeconomic developments including changes and its impact onmovement in interest rates foreign exchange rates and liquidity position in the market.

Your Company has adopted strict measures towards formulating an effective operationalrisk management strategy which involves identification assessment review control andreporting of key operational risks. Further the Company also has a well- defined approachto identify measure and mitigate information technology risks which are based on theglobally accepted ISO27001:2013 standard.

A well-designed Business Continuity Plan is also put in place whose effectiveness isgauged by proper testing mechanisms and which ensures continuity of business in theunlikely event of business disruption. In order to provide continued and uninterruptedservice even during natural disasters a Disaster Recovery site is in place.

HUMAN RESOURCES ACTIVITIES

During the year under review your Company continued with the three pillars of thepeople strategy that continued from last year. These were focussed on buildingorganization capability creating process excellence and working on strengthening thecollaborative culture.

Your Company has continued to focus on leveraging technology and digitization as a keypart of its people strategy driven by HR.

Your Company partnered with India's premier B-School - XLRI Jamshedpur to co-createan M&A Case Study Competition SREI-XLRI DEALPITCH 2020. The response wasoverwhelming. The plan is to partner with XLRI premier B school in India more on suchcampus branding activities. This Competition enables us as a firm to connect with GEN Xand hear their thoughts and a beautiful confluence of experience and youth emerges.

In order to exponentially increase collaboration idea sharing and engagement betweenemployees your Company had earlier launched Srei Sampark an app-based social mediaplatform which also acts as a digital sensor for employee mood and engagement. This hasgone from strength to strength. This platform has been used for several major initiativesincluding engagement activities employee value proposition (EVP) competitions surveysetc.

For your Company all employees form part of an extended family - the Srei Parivar andyour Company has continued in its efforts to encourage wellness in mind body and spirit.Through Swasth Srei your Company continues to encourage wellness and healthy lifestylesof the employees.

The cloud-based Human Resource Management System (HRMS) which was launched in the year2016 has been extended to cover more areas of HR operations.

The employee count of your Company stands at 43 (Forty Three) as on March 31 2020.

INFORMATION

TECHNOLOGY

Your Company has now been able to master contemporary language of business leveragingon digital themes such as speed to market agile product development platform-baseddelivery models automation and analytical engine on various forms of corporate data. Witha higher degree of digital fluency your Company is now geared to

reap the benefit of successful technology initiatives and when the situation demandscan pull the right plug to cope with any crisis as the recent pandemic. Outbreak ofCovid-19 has brought the entire world economy to its knees pushing companies to operate innew ways and systems resilience is being tested as never before. As businesses juggleforcing employees to work from home (remotely) for health concerns a range of new systemspriorities and challenges have come to surface such as business continuity risks suddenchanges in volume real-time decisionmaking workforce productivity and security risks.Businesses are now recognizing resilience as a key success factor.

During the year your Company upgraded all its business applications to gain momentumand moved up in the technology innovation curve. The evolutionary force of technologyupgrade rightly came in time that has helped your Company to remain future ready in termsof productivity multiplier to remain competitive even at difficult times coupled withreliability adhering to demanding IT security measures and desired control.

Your Company could seamlessly adopt remote working - Work from Home (WFH) model thusmanaging successfully business continuity risk and workforce productivity. During therecent nationwide lock down technology platforms of your Company were fully gearedenabling its employees to stay safe and yet keep intact critical channels of business tofunction. Thus all critical functions including business operations collection riskaudit and accounting have been able to ensure business as usual.

INTERNAL CONTROL AND AUDIT

Your Company's vision mission and core values have laid the foundation for internalcontrols. On the administrative controls side your Company has a proper reportingstructure oversight

committees and rigorous performance appraisal system to ensure checks and balances. Onthe financial controls side your Company has in place segregation of duties and reportingmechanism to deter and detect misstatements in financial reporting.

Your Company's Internal Control System is commensurate with the nature of its businessand the size and complexity of its operations and ensures compliance with policies andprocedures. The Internal Control Systems are being constantly updated with new / revisedstandard operating procedures.

Further in accordance with the latest legislation your Company's Internal FinancialControls (IFC) have been reviewed and actions have been taken to strengthen financialreporting and overall risk management procedures. Further an Information System (IS)Audit of the internal systems and processes is conducted at least once in a year to assessoperational risks faced by your Company.

Your Company has a dedicated and independent Internal Audit Department reportingdirectly to the Audit Committee of the Board. The purpose scope authority andresponsibility of the Internal Audit Department are delineated in the Audit Charterapproved by the Audit Committee. Internal Audit Department influences and facilitatesimprovements in the control environment by constantly evaluating the risk management andinternal control systems.

Furthermore the Audit Committee of your Company evaluates and reviews the adequacy andeffectiveness of the internal control systems and suggests improvements. Significantdeviations are brought to the notice of the Audit Committee and corrective measures arerecommended for implementation. Based on the internal audit report process ownersundertake corrective action in their respective areas. All these measures help inmaintaining a healthy internal control environment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) Committee of your Company has beenconstituted in line with the provisions of Section 135 of the Companies Act 2013. TheCommittee presently comprises Mr. Hemant Kanoria Chairman Mr. Sunil KanoriaNon-Executive Director and Mr. Shyamalendu Chatterjee Independent Director. Mr. HemantKanoria Chairman of your Company acts as the Chairman of the CSR Committee. Mr. SandeepLakhotia Company Secretary acts as the Secretary to the CSR Committee.

2 (two) meetings of the CSR Committee were held during the year 2019-20 on May 20 2019and November 11 2019.

The CSR Committee has formulated the CSR Policy which describes the multiple linesaround which the CSR activities of your Company are positioned being education and skilldevelopment social and economic welfare environmental sustainability and such otheractivities included in Schedule VII of the Companies Act 2013 as may be identified by theCSR Committee from time to time. The said Policy is available on your Company's website athttps:// www.srei.com/sifl-corporate-policies/ Corporate_Social_Responsibility_(CSR)_Policy.pdf.

Your Company perceives Corporate Social Responsibility (CSR) as an opportunity tocontribute towards uplifting the society at large empowering individuals making themself-reliant. The CSR philosophy of your Company is embedded in its commitment to allstakeholders namely consumers employees environment and society while your Company'sapproach extends both to external community as well as to your Company's large and diverseinternal employee base and their families. Your Company's sustainable approaches towardspracticing humble service to Humanity on a sustainable basis has enabled it to continuefulfilling its commitment to be a socially responsible corporate citizen.

The total amount available for CSR spending being 2 (two) per cent of the average netprofits of your Company made during the 3 (three) immediately preceding financial yearsduring the financial year 2019-20 aggregated to approximately Rs. 15519546/- (RupeesOne Crore Fifty Five Lacs Nineteen Thousand Five Hundred and Forty Six only).

Recognising its social responsibility your Company contributed Rs. 15408000/-(Rupees One Crore Fifty Four Lacs and Eight Thousand only) to Indian Institute ofInformation Technology Guwahati (IIIT Guwahati) an institution of National Importanceunder an Act of Parliament to enable the Institute to pursue its plans of widening itsacademic activities and providing facilities like road networks boundary wall drainageelectrical sub stations water supply sewage treatment system sports facilities etc. inthe campus for the students.

Your Company is fully aware of the fact that as a corporate citizen it is alsoentrusted with the responsibility to contribute for the betterment of the society atlarge. During the year under review your Company extended support to Sonata Foundationtowards operational expenses for smooth running of Animal Mobile Clinics used extensivelyfor welfare of animals with a sum of Rs. 240000/- (Rupees Two Lacs and Forty Thousandonly).

Your Company further supported Inner Wheel Club of Calcutta South City Towers towardseducation of underpriviledged Children at Paranikheko Village with a contribution of Rs.165000/- (Rupees One Lacs and Sixty Five Thousand only).

During this year your Company spent an aggregate amount of Rs. 15813000/- (RupeesOne Crore Fifty Eight Lacs and Thirteen Thousand only) being 2.04 per cent of the averagenet profits of last 3 (three) years towards CSR activities pursuant to CSR Policy of yourCompany which is more than the minimum statutory requirement being 2 (two) per cent ofthe average net profits of last 3

(three) years being Rs. 15519546/- (Rupees One Crore Fifty Five Lacs NineteenThousand Five Hundred and Forty Six only). The manner in which the CSR amount was spentduring the financial year is set out as an annexure to the Directors' Report and formspart of this Annual Report.

BUSINESS

RESPONSIBILITY REPORT

The Business Responsibility (BR) Report as stipulated under Regulation 34(2) (f) ofSEBI Listing Regulations 2015

was not applicable to your Company for Financial Year 2019-20 since your Company wasnot in the list of top 500 (five hundred) listed entities based on market capitalizationas on March 31 2019.

Further pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (FifthAmendment) Regulations 2019 effective from December 26 2019 the applicability ofBusiness Responsibility (BR) Reporting has been extended to top 1000 (one thousand) listedentities based on market capitalization.

However your Company has voluntarily prepared a Business Responsibility Report forFinancial Year 2019-20 describing the initiatives taken by your Company from anenvironmental social and governance perspective. The said Report forms part of the AnnualReport.

Further your Company has in place a BR Policy approved in line with the provisions ofSEBI Listing Regulations 2015. The policy describes the principles of sustainablebusiness that delivers value for its stakeholders including but not limited to itsshareholders employees clients business partners and the wider community.

SREI WEBSITE

The website of your Company www.srei. com has been developed on the new responsivetechnology based platform known as ‘Laravel' ensuring uniform display across alldevices like mobile tablet desktop etc. and all the operating

systems. The Srei website has an inbuilt sophisticated and customized contentmanagement system for easy change in content. A simple improved navigation system needs alesser number of clicks to reach the information available in the different sections ofthe website. The contemporary and smart look of the website ensures a customer centricapproach catering to the requirements of prospective customers investors and employees.The website carries a comprehensive database of information of interest to the investorsincluding the financial results financial products corporate codes and policiescorporate presentations stock exchange intimation media coverage initial publicoffering related information and business activities of your Company and the servicesrendered by your Company. Some useful features like credit rating and active and matureNCDs registrar point NCDs touch points draft prospectus for securities of your Companyetc. The customers can access their account and download the essential documents directlyfrom the website. The links to different social media i.e. Facebook YouTube TwitterLinkedIn has been embedded in the home page of the new website to get access of the keyinitiatives and achievements of your Company.

SUBSIDIARY COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statementof your Company's subsidiaries and associates 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 Section129(3) of the Act read with the aforesaid Rules SEBI Listing Regulations 2015 and inaccordance with the Companies (Indian Accounting Standards) Rules 2015 (IND AS Rules)read with Schedule III to the Companies Act 2013 Consolidated Financial Statementsprepared by your Company includes the financial information of its subsidiary andassociate companies.

A Report on the performance and financial position of each of the Subsidiaries andAssociate companies included in the Consolidated Financial Statements prepared by yourCompany as per Rule 8(1) of the Companies (Accounts) Rules 2014 forms part of the annualaccounts of each of the Subsidiary and Associate companies and also forms part of FormAOC-1. The said Report is not repeated here for the sake of brevity. Members interested inobtaining a copy of the annual accounts of the Subsidiaries may write to the CompanySecretary at the email id investor.relations@srei.com.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information ofyour Company and audited accounts of each of its subsidiaries are available on yourCompany's website www.srei.com.

Highlights of the performance of subsidiaries and associate companies and theircontribution to the overall performance of your Company during the period under report aregiven below:

Name of the Subsidiary / Associate Turnover / Total Income for the Financial Year ended 31.03.2020 (Rs. in Lacs) Profit After Tax (PAT) for the Financial Year ended 31.03.2020 (Rs. in Lacs) % Contribution on Turnover / Total Income for the Financial Year ended 31.03.2020 % Contribution on PAT for the Financial Year ended 31.03.2020
Srei Capital Markets Limited 277.56 7.94 0.0465 0.0895
Trinity Alternative Investment Managers Limited (TAIML) (Formerly Srei Alternative Investment Managers Limited) 698.06 132.94 0.1168 1.4979
Hyderabad Information Technology Venture Enterprises Limited (Subsidiary of TAIML) 3.73 (6.67) 0.0006 (0.0752)
Cyberabad Trustee Company Private Limited (Subsidiary of TAIML) 0.45 0.12 0.0001 0.0014
Srei Finance Limited (Formerly Srei Asset Finance Limited) 0.57 (2.09) 0.0001 (0.0235)
Bengal Srei Infrastructure Development Limited 4.48 (10.94) 0.0007 (0.1233)
Controlla Electrotech Private Limited 317.38 9.09 0.0531 0.1024
Srei Mutual Fund Trust Private Limited 0.06 (7.33) 0.0000 (0.0826)
Srei Mutual Fund Asset Management Private Limited 106.57 (64.65) 0.0178 (0.7285)
Srei Insurance Broking Private Limited 929.63 15.99 0.1556 0.1802
Srei Equipment Finance Limited (SEFL) 507943 5591 85.0193 62.9972
IIS International Infrastructure Services GmbH* 8.47 (3619.87) 0.0014 (40.7872)

*Under liquidation

The names of companies which have become or ceased to be subsidiaries joint venturesor associate companies during the year are given below:

Name Status
E-village Kendra Ceased to be an
Limited (formerly Associate w.e.f.
Sahaj e-Village Limited) 01.01.2020.

Further during the year your Company had invoked pledge on 467500 equity shares(93.50%) of Nurit Properties Private Limited (formerly Evershine Buildcon Private Limited)on September 20 2019 held by it as a part of security under the loan agreement enteredinto for such loan. Subsequently your Company sold entire 467500 equity shares (93.50%)on September 21 2019. Necessary intimation under Regulation 30 of the SEBI ListingRegulations 2015

was made to the Stock Exchanges in this regard on September 21 2019.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of the Report.

During the year under review the lending business interest earning business &lease business of your Company was transferred as a going concern by way of slumpexchange through a business transfer agreement to Srei Equipment Finance Limited a whollyowned subsidiary of your Company w.e.f.

October 01 2019 and the impact of the same has been given in the books of accounts andcorresponding notes to accounts of your Company.

POLICY FOR DETERMINING ‘MATERIAL' SUBSIDIARIES

As on March 31 2020 Srei Equipment Finance Limited (SEFL) a wholly owned subsidiaryof your Company is a listed ‘material' subsidiary of your Company with its debtsecurities being listed on the Stock Exchanges in India. However your Company does nothave any material unlisted subsidiary. Your Company has formulated a Policy fordetermining Material Subsidiaries in accordance with SEBI Listing Regulations 2015. Thesaid Policy is available on your Company's website at https://www.srei.com/sifl-corporate-policies/Policy_on_ determining_Material_Subsidiaries.pdf.

KEY MANAGERIAL PERSONNEL (KMPs)

During the year Mr. Sanjeev Sancheti Chief Strategy Officer ceased to be the KMP ofyour Company w.e.f. May 20 2019 and Mr. Shashi Bhushan Tiwari Chief Risk Officer wasadditionally designated as KMP of your Company w.e.f. May 20 2019 with the approval ofthe Board of Directors at its meeting held on that date.

The following directors/executives of your Company are whole-time Key ManagerialPersonnel (KMPs) in accordance with the provisions of Section 2(51) read with Section 203of the Companies Act 2013 as on March 31 2020 -

Name Designation
Mr. H e m a n t Kanoria Chairman
Mr. R a k e s h Kumar Bhutoria Chief Executive Officer
Mr. Sandeep Kumar Sultania Chief Financial Officer
Mr. Sandeep Lakhotia Company Secretary
Mr. Shashi Bhushan Twari Chief Risk Officer

NOMINATION AND

REMUNERATION

COMMITTEE

The Board of Directors of your Company have constituted a Nomination and RemunerationCommittee in accordance with the provisions of Section 178 of the Companies Act 2013 readwith Regulation 19 of SEBI Listing Regulations 2015. The Committee was reconstituted bythe Board of Directors of your Company on May 20 2019 by cessation of Mr. Sunil KanoriaNon-Executive Director as Member and induction of Mr. Balaji Viswanathan SwaminathanNonExecutive Director as Member of the Committee. The Committee was furtherre-constituted on November 14 2019 by cessation of Mr. Balaji Viswanathan Swaminathan andinduction of Mr. Malay Mukherjee Non-Executive & Independent Director as a Member inhis place. The Committee comprises

Mr. Shyamalendu Chatterjee Mr. S. Rajagopal and Mr. Malay Mukherjee IndependentDirectors of your Company. Mr. Shyamalendu Chatterjee acts as the Chairman of theNomination and Remuneration Committee. Mr. Sandeep Lakhotia Company Secretary of yourCompany acts as the Secretary to the Nomination and Remuneration Committee. The Terms ofReference of the Committee has been provided in the Corporate Governance Section formingpart of this Report.

2 (two) meetings of the Nomination and Remuneration Committee of your Company were heldduring the year 2019-20 on May 20 2019 and November 11 2019.

The Committee has formulated the Nomination and Remuneration Policy (‘SreiNomination and Remuneration Policy') which broadly laid down the various principles ofremuneration being support for strategic objectives transparency internal & externalequity flexibility performance- driven remuneration affordability and sustainabilityand covers the procedure for selection appointment and compensation structure of Boardmembers Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of yourCompany. The said Policy was last revised on November 11 2019 and is available on yourCompany's website at https:// www.srei.com/sifl-corporate-policies/Nomination_and_Remuneration_Policy. pdf.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has formulated a codified Whistle Blower Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013and Regulation 22 of SEBI Listing Regulations 2015 in order to encourage Directors andEmployees of your Company to escalate to the level of the Audit Committee any issue ofconcerns impacting and compromising with the interest of your Company and its

stakeholders in any way. Your Company is committed to adhere to highest possiblestandards of ethical moral and legal business conduct and to open communication and toprovide necessary safeguards for protection of employees from reprisals or victimisationfor whistle blowing in good faith. The said Policy is available on your Company's websiteat https://www.srei.com/sifl-corporate- policies/Whistle_Blower_Policy.pdf.

Further no complaints were reported under the Vigil Mechanism during the year.

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. YourCompany in its endeavour to provide a safe and healthy work environment for all itsemployees has developed a policy to ensure zero tolerance towards verbal physicalpsychological conduct of a sexual nature by any employee or stakeholder that directly orindirectly harasses disrupts or interferes with another employee's work performance orcreates an intimidating offensive or hostile environment such that each employee canrealize his / her maximum potential.

Your Company has put in place a ‘Policy on Prevention of Sexual Harassment' as perThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The Policy is meant to sensitize the employees about their fundamental right to havesafe and healthy environment at workplace. As per the Policy any employee may report his/ her complaint to the Internal Complaints Committee constituted for this purpose. Thesaid Policy is available on your Company's website at https://www.srei.com/sifl-corporate-policies/Policy_on_ Prevention_of_Sexual_Harassment.pdf.

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 andthat your Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year your Company has not received any complaint on sexual harassment fromany 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 theCompanies Act 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers)Rules as your Company is engaged in the business of financing of companies or of providinginfrastructural facilities.

PERFORMANCE

EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company formulated and laiddown the criteria and manner for Performance Evaluation of the Board (includingCommittees) and every Director (including Independent Directors and Chairman) pursuant toprovisions of Section 134 Section 149 read with Code of Independent Directors (ScheduleIV) and Section 178 of the Companies Act 2013 and Regulation 19(4) read with Part D ofSchedule II of SEBI Listing Regulations 2015 covering inter-alia the followingparameters namely:

i) Board Evaluation - degree of fulfillment of key responsibilities; Board culture anddynamics amongst others.

ii) Board Committee Evaluation - effectiveness of meetings; Committee dynamics amongstothers.

iii) Individual Director Evaluation (including Chairman Non-

Independent Non-Executive Directors and Independent Directors) - AttendanceContribution at Meetings Guidance/support to management outside Board/ Committeemeetings etc.

Further the Chairman is additionally evaluated on key aspects of the role whichincludes inter-alia effective leadership to the Board adequate guidance to the CEO etc.Independent Directors are additionally evaluated based on fulfillment of Independencecriteria as specified in SEBI Listing Regulations 2015 and Companies Act 2013 and theirindependence from the management.

During the year under review the Board carried out annual evaluation of its ownperformance as well as evaluation of the working of various Board Committees viz. AuditCommittee Stakeholders Relationship Committee Nomination and Remuneration Committee andCorporate Social Responsibility Committee and Individual Directors (including ChairmanIndependent Directors and Non Independent Non-Executive Directors). This exercise wascarried out through a structured questionnaire prepared separately for Individual BoardMembers (including the Chairman) and above mentioned Board Committees based on thecriteria as formulated by the NRC and in context of the Guidance note dated January 052017 issued by SEBI. The said questionnaire was circulated to the Directors and also madeavailable on their I-Pads under the ‘Diligent Boards' (Diligent) Application to carryout performance evaluation for the Financial Year 2019-20 on the broad parameters as laiddown by the NRC.

As an outcome of the above exercise the performance of the Board as a whole variousBoard Committees viz. Audit Committee Stakeholders Relationship Committee Nomination andRemuneration Committee and Corporate Social Responsibility Committee and IndividualDirectors (including Chairman Independent Directors and Non

Independent Non-Executive Directors) was found to be satisfactory. It was also notedthat besides the Committee's terms of reference as mandated by law important issues arebrought up and discussed in the Committees. It was also noted that given the changingexternal environment there is need for better allocation of time for strategy reviewsperiodic refreshers for the Board on key strategic thrusts.

During the year under review the Independent Directors of your Company reviewed theperformance of NonIndependent Director the Board as a whole and Chairperson of yourCompany taking into account the views of NonExecutive Director.

Further the Independent Directors hold an unanimous opinion that the NonIndependentDirector as well as the Chairman bring to the Board abundant knowledge in theirrespective field and are experts in their areas. Besides they are insightful convincingastute with a keen sense of observation mature and have a deep knowledge of yourCompany.

The Board as a whole is an integrated balanced and cohesive unit which is well engagedwith different perspectives and where diverse views are expressed and deliberated whenrequired with each Director bringing professional domain knowledge to the table. AllDirectors are participative interactive and communicative.

The Chairman has abundant knowledge experience skills and understanding of theBoard's functioning possesses a mind for detail is meticulous to the core and conductsthe Meetings with poise and maturity.

The information flow between your Company's Management and the Board is completetimely with good quality and sufficient quantity.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms and conditions of thetransactions.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of SEBI Listing Regulations 2015 your Company endeavorsto familiarize the Independent Directors (IDs) about your Company including nature ofindustry in which your Company operates business model of your Company roles rights andresponsibilities of IDs and any other relevant information.

The details of familiarisation programmes conducted for Independent Directors duringthe year are furnished in the Corporate Governance Report and are also available on yourCompany's website at https://www.srei.com/sifl-corporate-policies/Familiarisation_Programme_for_ Independent_Directors.pdf.

In addition to the above the Board of Directors are continuously encouraged toparticipate in various external training sessions to ensure that the Board members arekept up to date.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31 2020 in FormNo. MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 is set out as an annexure tothe Directors' Report and forms part of this Annual Report. Further the Annual Return ofyour Company can be accessed 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 courseof business and are on arm's length basis and are in compliance with the applicableprovisions of the Companies Act 2013 and SEBI Listing Regulations 2015. There are

no materially significant transactions entered into by your Company with PromotersDirectors or Key Managerial Personnel (KMPs) which have potential conflict with theinterest of your Company at large. Your Company has not entered into any material relatedparty transactions with any of its related parties during the FY 2019-20. Members mayrefer to the notes to the financial statements for details of related party transactions.

Since all related party transactions entered into by your Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to yourCompany. The related party transactions are entered into based on considerations ofvarious business exigencies such as synergy in operations sectoral specialization andyour Company's long-term strategy for sectoral investments optimization of market shareprofitability legal requirements liquidity and capital resources of subsidiaries andassociates.

In terms of Regulation 23(2) of SEBI Listing Regulations 2015 your Company obtainedprior approval of the Audit Committee for entering into transactions with related partiesas applicable. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

A Related Party Policy has been formulated by your Company for determining themateriality of transactions with related parties and dealings with them. The said Policywas last revised on February 14 2020 and is available on your Company's website athttps://www.srei.com/sifl-corporate- policies/Related_Party_Transactions_(RPTs)_Policy.pdf.

PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to Section 197(12)read with Rule 5

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are set out as annexures to the Directors' Report and forms part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTFLOW

Your Company has no activity relating to Conservation of Energy and TechnologyAbsorption as stipulated in Rule 8(3) of Companies (Accounts) Rules 2014. However yourCompany uses information technology extensively in its operations and also continues itsendeavour to improve energy conservation and utilisation safety and environment.

During the year under review the total foreign exchange earnings and expenditure ofyour Company was Rs. 51 Lacs and Rs. 2913 Lacs respectively (previous year Rs. NIL andRs. 6228 Lacs respectively).

DETAILS OF TRANSFER OF UNPAID/UNCLAIMED AMOUNTS AND SHARES TO THE INVESTOR EDUCATIONAND PROTECTION FUND (IEPF)

The details of unpaid/unclaimed amounts and shares transferred to the InvestorEducation and Protection Fund (IEPF) during the Financial Year 2019-20 have been mentionedin the Corporate Governance Report annexed to the Directors' Report.

Further in accordance with guidelines the Company has appointed Nodal Officer andDeputy Nodal Officer for the purposes of verification of claims and coordination withInvestor Education and Protection Fund (IEPF) Authority and the requisite details areavailable on the Company's website www.srei.com.

AUDIT COMMITTEE

The Audit Committee of your Company has been constituted

in line with the provisions of Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI Listing Regulations 2015. The Audit Committee presently comprisesMr. Shyamalendu Chatterjee Mr. Srinivasachari Rajagopal Mr. Ram Krishna Agarwal Mr.Malay Mukherjee Independent Directors and Mr. Sunil Kanoria Non-Executive Director. Mr.Shyamalendu Chatterjee Independent Director of your Company is the Chairman of the AuditCommittee.

The Company Secretary of your Company acts as the Secretary to the Audit Committee. TheTerms of Reference of the Audit Committee has been provided in the Corporate GovernanceSection forming part of this Report.

5 (five) meetings of the Audit Committee were held during the year 2019-20 on May 202019 (thereafter adjourned and completed on May 25 2019) July 04 2019 August 07 2019November 11 2019 and February 14 2020.

Further in case of exigencies or urgency of matters resolutions are passed bycirculation.

During the year under review there were no such instances wherein the Board had notaccepted any recommendation of the Audit Committee.

AUDITORS

The Auditors' Report of your Company does not contain any qualification reservation oradverse remark or disclaimer. Further the Statutory Auditors of your Company have notreported any incident of fraud during the year under review to the Audit Committee of yourCompany.

At the 30th Annual General Meeting (AGM) of your Company held on August 01 2015Haribhakti & Co. LLP Chartered Accountants having Firm Registration No. 103523W /W100048 allotted by The Institute of Chartered Accountants of India (ICAI) werereappointed as Statutory Auditors of your Company to hold office for a term of 5 (Five)years from the conclusion of 30th AGM till the conclusion of the 35th AGM

of your Company. As per the provisions of Section 139 of the Companies Act 2013 theperiod of office of Haribhakti & Co. LLP Chartered Accountants as Statutory Auditorsof your Company expires at the conclusion of ensuing AGM of your Company.

The Audit Committee and the Board of Directors of your Company recommend theappointment of D. K. Chhajer & Co. Chartered Accountants having firm RegistrationNo. 304138E allotted by The Institute of Chartered Accountants of India (ICAI) as theStatutory Auditors of your Company. Members are requested to consider their appointment asStatutory Auditors of your Company to hold office from conclusion of ensuing 35th AGMuntil the conclusion of 40th AGM by way of passing of an ordinary resolution.

D. K. Chhajer & Co. Chartered Accountants have confirmed their eligibilityqualifications and other requirements of the Auditors as specified in the Companies Act2013 and a certificate to this effect has also been furnished by them along with theirconsent to hold office as the Statutory Auditors of your Company. Your Company hasreceived a confirmation from D. K. Chhajer & Co. Chartered Accountants to the effectthat their appointment as the Statutory Auditors of your Company if made would be withinthe limit prescribed under Section 141 of the Companies Act 2013 and further that theyare not disqualified to be appointed as the Statutory Auditors in terms of Sections 139and 141 of the Act. The proposed Statutory Auditors hold a valid peer review certificateas prescribed under Regulation 33(1)(d) of SEBI Listing Regulations 2015.

SECRETARIAL AUDIT REPORT

Your Company appointed Dr. K. R. Chandratre Practicing Company Secretary holdingmembership of The Institute of Company Secretaries of India (Membership No. FCS 1370;Certificate of Practice No. 5144) as the Secretarial

Auditor of your Company for FY 2019-20 to conduct the Secretarial Audit pursuant toSection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report confirms that your Company has complied inter alia withall the applicable provisions of the Companies Act 2013 and the Rules made thereunderthe Securities Contracts (Regulation) Act 1956 and Rules made thereunder DepositoriesAct 1996 and the Regulations and Bye-laws framed thereunder Foreign Exchange ManagementAct 1999 and the rules and regulations made thereunder to the extent of Foreign DirectInvestment Overseas Direct Investment and External Commercial Borrowings SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Secretarial Standards issuedby The Institute of Company Secretaries of India (Secretarial Standards with respect toMeetings of Board of Directors (SS-1) and General Meetings (SS-2)) all the Regulations ofthe Securities and Exchange Board of India (SEBI) as applicable to the Company includingthe SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 the SEBI(Prohibition of Insider Trading) Regulations 2015 the SEBI (Issue and Listing of DebtSecurities) Regulations 2008 the SEBI (Registrars to an Issue and Share Transfer Agents)Regulations 1993 and the Reserve Bank of India Directions Guidelines and Circularsapplicable to Systemically Important Non-Deposit Accepting or Holding NBFCs (NBFC - ND -SI).

The Secretarial Audit Report for the financial year ended March 31 2020 does notcontain any qualification reservation or adverse remark or disclaimer and the same formspart of the Annual Report.

CORPORATE POLICIES

The details of Policies adopted by your Company along with salient features and summaryof key changes if any during

the year are provided as annexure to the Directors' Report and forms part of thisAnnual Report.

CORPORATE GOVERNANCE

Your Company has always practised sound corporate governance and takes necessaryactions at appropriate times for enhancing and meeting stakeholders' expectations whilecontinuing to comply with the mandatory provisions of Corporate Governance.

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations 2015 aseparate section on Corporate Governance and a Certificate from a Practicing CompanySecretary confirming compliance with the requirements of Corporate Governance forms partof the Annual Report.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on policy and strategy apartfrom other Board business. However in case of a special and urgent business need theBoard's approval is taken by passing resolutions through circulation as permitted by lawwhich are confirmed in the subsequent Board meeting.

5 (five) Board meetings were held during the year 2019-20 on May 20 2019 (thereafteradjourned and completed on May 25 2019) July 04 2019 August 07 2019 November 112019 and February 14 2020. The maximum time gap between any two consecutive meetings didnot exceed 120 (one hundred twenty) days.

DIRECTORS

During the year under review your Company re-appointed Mr. Shyamalendu Chatterjee(DIN: 00048249) Mr. Srinivasachari Rajagopal (DIN: 00022609) Dr. (Mrs.) Punita KumarSinha (DIN: 05229262) and Dr. (Mrs.) Tamali Sengupta (DIN: 00358658) as IndependentDirectors of your Company to hold office for a second term of 5 (five) consecutive yearsfrom the date of the 34th (Thirty-Fourth)

Annual General Meeting (AGM) of your Company held on July 27 2019. In this regardyour Company issued formal letter of appointment to the Independent Directors statinginter alia the terms and conditions of their appointment and the same is also hosted onthe website of your Company www.srei.com.

Further during the year Mr. Hemant Kanoria (DIN: 00193015) has been appointed as theChairman of your Company in whole time capacity for a period of 5 (five) years w.e.f.April 01 2019 liable to retire by rotation on existing terms and conditions.

In accordance with the provisions of Section 152 of the Companies Act 2013 (Act) andthe relevant Rules and your Company's Articles of Association Mr. Hemant Kanoria (DIN:00193015) retires by rotation at the ensuing AGM and being eligible offers himself forreappointment.

The brief resume / details relating to Director who is proposed to be appointed /re-appointed is furnished in the Notice of the ensuing AGM. The Board of Directors of yourCompany recommends the appointment / re-appointment of the above Director.

Further Mr. Balaji Viswanathan Swaminathan (DIN: 01794148) resigned as a Director ofyour Company w.e.f. November 14 2019 since he had applied for the position of ChiefExecutive Officer (CEO) in a Private Sector Bank in India and your Company had loans fromthe said Bank which cause conflict of interest. The Board wishes to place on record itssincere appreciation of the contribution advice and guidance extended by him during histenure as Non Executive Director of your Company.

Your Company has received declaration from each of the Independent Directors underSection 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI ListingRegulations 2015 that he/she meets the criteria of independence laid down in Section149(6) of the Companies Act 2013 and Regulation

16(1)(b) of SEBI Listing Regulations 2015 and that he/she is not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact his/her ability to discharge his/her duties with an objective independentjudgment and without any external influence. All requisite declarations were placed beforethe Board. Further the Board of Directors took on record the declaration andconfirmation submitted by the Independent Directors under Regulation 25(8) of SEBI ListingRegulations 2015 after undertaking due assessment of the veracity of the disclosuressubmitted.

In terms of SEBI Listing Regulations 2015 your Company identified the list of coreskills/expertise/competencies as is required in the context of your Company's business(es)and sector(s) for it to function effectively and those which are actually available withthe Board and mapped such skills to the Individual Directors of your Company. Details ofsuch skills/ expertise/competencies as identified were reviewed by the Nomination andRemuneration Committee and the Board of Directors and are furnished in the CorporateGovernance Report and forms part of this Annual Report.

Further pursuant to Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2019 ("the Rules") effective from December 01 2019 theIndependent Directors of your Company have registered themselves with the Databankmaintained by the Indian Institute of Corporate Affairs (IICA). A declaration to thiseffect has been obtained from all the Independent Directors and the same was placed beforethe Board of Directors. Further the Independent Directors of your Company have alsofurnished declarations w.r.t. Online Proficiency Self Assessment Test for IndependentDirector's Databank conducted by the IICA. Based on the declarations received it wasnoted that Mr. Shyamalendu Chatterjee Mr. Srinivasachari Rajagopal and Mr. Ram

Krishna Agarwal are exempted from undertaking the Online Proficiency Self AssessmentTest. Further Mr. Malay Mukherjee and Dr. (Mrs.) Tamali Sengupta have successfullyqualified the test while Dr. (Mrs.) Punita Kumar Sinha is proposing to undertake the testshortly.

Further based on the core skills/ expertise/competencies of the present Board Membersas reviewed by the Nomination and Remuneration Committee and the Board as well as thedeclarations w.r.t. Online Proficiency Self Assessment Test for Independent Director'sDatabank conducted by the IICA obtained from the Independent Directors of the Company theBoard of Directors of your Company is of the opinion that the Independent Directorsre-appointed during the year under review possess the requisite expertise and experience(including proficiency) and are the persons of high integrity and repute. They fulfil theconditions specified in the Companies Act 2013 and the Rules made thereunder and areindependent of the management.

Considering the difficult environment for NBFCs and prevailing Covid-19 pandemic yourCompany has not recommended payment of Commission to Non-Executive Directors of yourCompany for the Financial Year 2019-20.

In terms of the provisions of Section 197 of the Companies Act 2013 read withSchedule V of the Companies Act 2013 your Company is required to obtain the approval ofthe Members by way of a Special Resolution for payment of remuneration to ManagerialPersonnel beyond the limits prescribed thereunder. Your Company has therefore proposedobtaining approval of the Members by way of Special Resolution at the ensuing 35th AnnualGeneral Meeting (AGM) of your Company for waiver of excess managerial remuneration paid toMr. Hemant Kanoria Chairman for the Financial Year 2019-20.

Further the senior management team (including Chairman and Chief Executive Officer) ofyour Company

decided to lead the efforts on expense control by volunteering to take pay cuts for theFinancial Year 2020-21. The Chairman voluntarily reduced his pay by 30% (thirty per cent)and the Chief Executive Officer (CEO) & other senior management members reduced theirpay in the range of 20% (twenty per cent) to 25% (twenty five per cent). Further Mr.Hemant Kanoria Chairman has also voluntarily decided to forego the Commission entitlementfor the Financial Year 2019-20 in view of present difficult environment for NBFCs andCovid-19 pandemic. Therefore no Commission is payable to him for the year 2019-20.

Further Mr. Hemant Kanoria Chairman and Mr. Sunil Kanoria Vice Chairman of yourCompany are also the managerial personnel of Srei Equipment Finance Limited (SEFL) awholly owned subsidiary of your Company and are in receipt of remuneration for theFinancial Year 2019-20 from SEFL as per the details given below:

Remuneration (Rs. in Lacs)
Hemant Kanoria 497.20
Sunil Kanoria 497.86

re-appointed as an Independent Director of SEFL for a second term of 5 (five)consecutive years w.e.f. April 02 2020.

Apart from the above none of the Directors of your Company have received anyremuneration or commission from any of your Company's subsidiaries or holding companyduring the Financial Year 2019-20.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANY'S OPERATIONS IN FUTURE

There are no such orders passed by the regulators / courts / tribunals impacting thegoing concern status and your Company's operations in future.

DIRECTORS'

RESPONSIBILITY

STATEMENT

In terms of provisions of Section 134(5) of the Companies Act 2013 (Act) your Boardof 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 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview 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 adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 2020on a going concern basis;

(v) they have laid down internal financial controls to be followed by your Company andthat such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws to your Company and the systems are adequate and operating effectively.

Your Company has complied with all applicable provisions of the Secretarial Standardsissued by The Institute of Company Secretaries of India (ICSI) on Board Meetings andGeneral Meetings.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend voting or otherwise

Issue of sweat equity shares

Your Company does not have any scheme of provision of money for the purchase of itsown shares by

employees or by trustees for the benefit of employees

There was no revision in the Financial Statements

Maintenance of Cost records is not applicable to your Company.

AWARDS AND RECOGNITION

Your Company completed the assessment conducted by Great Place to Work Institute Indiaand was certified as a "Great Place to Work" for the period March 2019 toFebruary 2020.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the excellentsupport and co-operation received from the Financial Institutions Banks Central &State Government Authorities RBI SEBI MCA Stock Exchanges Depositories Credit RatingAgencies Customers Manufacturers Vendors Suppliers Business Associates MembersDebenture holders Debenture Trustees and other Stakeholders during the year under review.Your Directors also place on record their deep appreciation for the valuable contributionof the employees for the progress of your Company during the year and look forward totheir continued co-operation in realisation of the corporate goals in the years ahead.

On behalf of the Board of Directors

Hemant Kanoria Chairman DIN 00193015

Kolkata July 28 2020

.