To,

The Shareowners,

The Directors of your Company are pleased to present the 22^nd Annual Report of the Company for the financial year 2015-16, along with the audited statement of accounts.

FINANCIAL RESULTS

The results of your Company's financial prudence and business excellence for the year ended 31^st March, 2016 are as follows: -

(Amount in Lacs)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Your Company had a decline in its key indicators such as turnover and profitability. At Rs.5307.81 Lacs, the total income showed a decline of 30.57% as compared to Rs.7645.08 Lacs in the previous year. PAT also stands at Rs.332.77 Lacs as compared to Rs.636.00 Lacs in the previous year.

DIVIDEND

Yours Directors have considered it financially prudent in the long term interest of the Company to reinvest the profits to build a strong reserve base and grow the business of the Company. No dividend has, therefore, been recommended for the year ended 31^st March, 2016.

TRANSFER TO RESERVES

It has been proposed to transfer Rs.66.55 Lacs to Special reserve under section 45-IC of RBI Act, 1934.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act, 2013, Sh. Naveen Kumar Tayal, is due to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment as Director of the Company.

Dr. Anil Jindal has resigned from the directorship of the Company on 4^th November, 2015. The Board places on record its sincere appreciation for the services rendered by Dr. Anil Jindal during his tenure of directorship.

Sh. Deepak Garg was appointed as an Additional (Non-Executive) Director of the Company on 4^th November, 2015. His tenure of office expires at the forthcoming Annual General Meeting and he is eligible for reappointment.

Due to other preoccupations, Ms. Shubhra Agrawal has resigned from the directorship of the Company on 2^nd March, 2016. The Board places on record its sincere appreciation for the services rendered by Ms. Shubhra Agrawal during her tenure of directorship.

Sh. Bishan Bansal was appointed as Managing Director & CEO of the Company on 20^th June, 2016 (after receiving prior approval from Reserve Bank of India vide its letter dated 10^th June, 2016) subject to approval of the members in the ensuing Annual General Meeting.

Due to other preoccupations, Sh. Ankit Sachdeva had resigned from the position of Managing Director & CEO of the Company vide his letter dated 8^th April, 2016. However, the prior approval from Reserve Bank of India was received on 10^th June, 2016, therefore, his resignation was accepted in the Board Meeting held on 20^th June, 2016. The Board places on record its sincere appreciation for the services rendered by Sh. Ankit Sachdeva during his tenure of directorship.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014, Ms. Tanu Kwatra have been appointed as an additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 31^st March, 2016 up to 30^th March, 2021, not liable to retire by rotation. Her tenure of office expires at the forthcoming Annual General Meeting and she is eligible for reappointment.

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification of Directors) Rules, 2014, Ms. Aarti Madaan has been appointed as an additional (Independent) Director of the Company to hold office for five consecutive years w. e. f. 20^th June, 2016 up to 19^th June, 2021 not liable to retire by rotation. Her tenure of office expires at the forthcoming Annual General Meeting and she is eligible for reappointment.

Due to other preoccupations, Sh. Kailash Tayal has resigned from the directorship of the Company on 20^th June, 2016. The Board places on record its sincere appreciation for the services rendered by Sh. Kailash Tayal during his tenure of directorship.

Notices under Section 160 of the Companies Act, 2013 have been received from members intending to propose the appointment of Directors of the Company at the ensuing Annual General Meeting.

A brief resume of these Directors, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed with the Notice calling 22^nd Annual General Meeting of the Company.

All the Independent Directors have given a declaration under sub-section (6) of Section 149 of the Companies Act, 2013 confirming their independence dated 31^st March, 2016.

Sh. Bishan Bansal, Managing Director & CEO and Sh. Naveen Kumar Tayal, Whole- Time Director & CFO are not receiving any commission/remuneration from the Company or any other Company of SRS Group.

NUMBER OF BOARD MEETINGS

During the year under review, Nineteen (19) Board Meetings were held .The meeting of Independent Directors was held on 31^st March, 2016. The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report. The maximum gap between any two meetings was not more than one hundred and twenty days.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:-

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2015-16:

*resigned on 20.06.2016

(ii) the percentage increase in remuneration of Managing Director & CEO, Whole-Time Director & CFO and Company Secretary in the financial year

*resigned on 20^th June, 2016

There was no increase in the remuneration of non-executive directors by way of sitting fees for attending board/committee meetings for the financial year 2015-2016. No profit linked commission is paid to non-executive independent directors of the company.

(iii) the percentage increase in the median remuneration of employees in the financial year: 31.4 %

(iv) the number of permanent employees on the rolls of Company as on 31^stMarch, 2016: 14

(v) the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

vi) It is affirmed that the remuneration is as per the Remuneration Policy of the Company.

PERFORMANCE EVALUATION MECHANISM

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

REMUNERATION POLICY

Information regarding Remuneration Policy for Directors, KMP & other Employees is given in the Corporate Governance Report.

COMPOSITION OF COMMITTEES

The composition of Corporate Social Responsibility Committee as required under Section 135(2) and the composition of Audit Committee as required under Section 177 (8) of the Companies Act, 2013 is given in the Corporate Governance Report.

Further, the Board has accepted all the recommendations of the Audit Committee during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to section 186 (11) of the Companies Act, 2013 ('the Act'), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, the details of investments made by the Company are given in Note No.2.9 to the Financial Statement.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There being no 'material' related party transactions as defined under the Companies Act, 2013 read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence, there are no details to be disclosed in Form AOC-2 in that regard.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE AND BRANCHES

The Company has no subsidiary Companies or joint ventures as at 31^st March, 2016. As on 31^st March, 2016, there were no associate Companies and therefore, annexing of report in Form AOC-1 relating to salient features of associates companies is not applicable. The details of Companies ceased to be the associate Companies is as follows:-

(i) SRS Modern Sales Limited (up to 29.12.2015)

(ii) SRS Bright Retail Limited (Formerly known as SRS E-Retail Limited)(up to 03.11.2015)

(iii) SRS Entertainment India Limited (Formerly known as SRS Entertainment Limited)(up to 01.01.2016)

CREDIT RATING

Brickwork Ratings India Pvt. Ltd., the Credit Rating Agency, has assigned credit ratings for the Company's Bank Loan Facilities as BWR BBB (with a stable outlook) -(Pronounced as BWR Triple B) valid up to 4^th November, 2016.

Earlier SMERA Ratings Limited had awarded ratings to the Bank Facilities of the Company as BBB- on 3^rd March, 2015 for a period of one year. The tenure of the said ratings expired on 2^nd March, 2016 and the Company has not approached SMERA Ratings Limited for renewal. However, SMERA Ratings Limited downgraded the ratings for the Company's Bank Loan Facilities from SMERA BBB- to SMERA D. The Company has not accepted such rating and is contemplating surrender of rating which is under process.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31st March, 2016.

AUDITORS Statutory Auditors

The members are requested to approve the appointment of M/s. SVP & Associates, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of the Fourth consecutive AGM subject to the ratification in every AGM . M/s. SVP & Associates were appointed as Statutory Auditors to fill the casual vacancy cause by resignation of M/s. Naresh Jai & Associates.

Internal Auditors

M/s LAA & Associates have been appointed as the Internal Auditors of the company, consequent to the resignation tendered by M/s Sachin S C Singhal & Associates stating their inability to continue as the internal auditors of the company due to their preoccupation in other assignments.

AUDITORS' REPORT

Auditors of the Company have not expressed any qualification in their report and notes to accounts where ever given are self-explanatory

The auditors have not reported any incident of fraud to the Audit Committee during the financial year 2015-16.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Savita Trehan, Practicing Company Secretary (FCS No.4374) has been appointed to conduct the Secretarial Audit of the Company.

The secretarial audit report for the F.Y 2015-16 in the prescribed form MR-3 given by Ms. Savita Trehan is enclosed as "Annexure-I" to this report. The report is self-explanatory and do not call for any further comments.

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

RESERVE BANK OF INDIA (RBI) GUIDELINES

During the year under review, your Company has complied with all the applicable regulations, and directions of the Reserve Bank of India.

As per the FAQ section (Updated as on July 04, 2016) at the RBI Website it is quoted that "CICs in a group would not be considered for aggregating the assets of multiple NBFCs in a group under the circular. Instructions contained in the Core Investment Companies (Reserve Bank) Directions, 2011 dated January 5, 2011 shall be applicable to CICs in this regard."

Taking into consideration the above mentioned point of the FAQ's, we are complying with the provisions of Non-Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

During the year under review, two fraud cases were detected under the category- Cheating and Forgery- By outsiders- less than Rupees One Lac (being amount of Rs.5000/-), which were noted by the Board and of which proper action was taken and caution notice against such fraudulent activities is uploaded on the website of the Companywww.srsparivar.com

EXTRACT OF ANNUAL RETURN

The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration), 2014, as "Annexure- II" is attached to this report.

RISK MANAGEMENT

The Board of Directors is responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board approved Risk Management policy establishes the guiding principles by which key risks are managed across the organization. The Board monitors and reviews the implementation of various aspects of the Risk Management policy through a duly constituted Risk Management Committee (RMC). The RMC assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework. In the opinion of the Board, none of the risks faced by the Company threaten its existence.

VIGIL MECHANISIM

The details of Vigil mechanism/Whistle Blower Policy are given in Corporate Governance Report.

LISTING AGREEMENT

The Company has adopted New Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with BSE in the Board Meeting held on 2^nd February, 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for providing food to Kodi Ashram & Garib Basti- for poor children under eradication of hunger.

The Annual Report on CSR activities is annexed herewith as: "Annexure III"

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy for the prevention of sexual harassment which has been implemented at unit level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL DISCLOSURES

- Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

- Your Company has not issued any shares (including sweat equity shares) under ESOS scheme for its employees/Directors

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of the activities of the Company does not give much scope for introducing measures for energy conservation and technology absorption and hence, there is nothing to report under the above head Foreign Exchange earning & outgo: NIL

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2015-16 and till the date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following: -

(a) that in the preparation of the annual accounts for the year ended 31^st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual accounts on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance together with the certificate from Ms. Savita Trehan, Practicing Company Secretary [FCS No.4374], confirming the compliance of the Corporate Governance is attached to this report for information of the Members as "Annexure-IV".

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management's Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement is attached to this report for information of the Members.

ACKNOWLEDGMENT

The Directors of your Company wish to place on record their thanks & gratitude to the Government Authorities, Bankers, Stock Exchanges, RBI and other Financial Institutions and place on record their sincere appreciation for the efforts put in by the employees at all levels and cooperation extended by all those associated with the Company.

Place: Faridabad On Behalf of the Board

Date: 24^th August,2016 For SRS Finance Ltd.

(Bishan Bansal) (Naveen Kumar Tayal)

Managing Director & CEO Whole-Time Director & CFO

DIN - 00013705 DIN - 06862109