We were engaged to audit the accompanying standalone
financial statements of Reliance Infrastructure Limited (“the
Company”), which comprise the standalone balance sheet as
at March 31, 2025, the standalone statement of profit and loss
(including other comprehensive income), standalone statement
of changes in equity and standalone statement of cash flows
for the year then ended, and notes to the standalone financial
statements, including a summary of the material accounting
policies and other explanatory information (hereinafter referred
to as “the standalone financial statements”), which includes
3 Joint Operations accounted on proportionate basis.

We do not express an opinion on the accompanying standalone
financial statements of the Company. Because of the significance
of the matter described in the Basis for Disclaimer of Opinion
section of our report, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion
on these standalone financial statements.

Basis for Disclaimer of Opinion

1. We refer to Note 36 to the standalone financial statements
as regards the mediation concluded before the Main
Mediation Centre, Hon’ble Bombay High Court, whereby
the dispute of the Company with EPC company stands fully
settled, pursuant to which the Company’s exposure to EPC
company as on March 31, 2025, stands reduced to H Nil
and the corporate guarantees towards general corporate
purpose given on behalf of EPC company, which are fully
provided, more particularly described in said note.

We were unable to determine the relationship of EPC
company with the Company in respect of the matter stated
in the aforesaid note. Further we are unable to determine
the overall recovery of the assignment of Economic rights
of shareholding in Odisha Discoms and in shares and
securities in certain unlisted entities (refer para (a) and
(c) of Note 36 respectively) acquired pursuant to Consent
Terms/Settlement Agreement from the EPC company.
Accordingly, we are unable to determine the consequential
implications arising therefrom in the standalone financial
statements of the Company.

2. We refer to Statement of Changes in Equity of the
Standalone financial statements wherein the loss on

invocation of shares and/or fair valuation of shares held
as investments in Reliance Power Limited (RPower)
aggregating to H 5,024.88 Crore for year ended March 31,
2020 was adjusted against the capital reserve instead of
charging the same in the Statement of Profit and Loss.
The said treatment of loss on invocation and fair valuation
of investments was not in accordance with the Ind AS
28 “Investment in Associates and Joint Venture”, Ind AS
1 “Presentation of Financial Statements” and Ind AS 109
“Financial Instruments”. Had the Company followed the
above Ind AS’s the Retained earnings as at March 31,
2024 and March 31, 2025 would have been lower by
H 5,024.88 Crore and Capital Reserve of the Company as
at March 31, 2024 and March 31,2025 would have been
higher by H 5,024.88 Crore.

Emphasis of matter

1. We draw attention to Note 48 to the standalone financial
statements, the net worth of the Company has been
substantially eroded, the Company has continuously
incurred losses, as on date the current liabilities exceed
its current assets and the Company is also a guarantor
for certain entities including its subsidiaries whose loans
have also fallen due which indicate that uncertainty exists
that may cast significant doubt on the Company’s ability
to continue as a going concern. However, for the reasons
more fully described in the aforesaid note, the standalone
financial statements of the Company have been prepared
on a Going Concern basis.

2. We draw attention to Note 37 to the standalone financial
statements, regarding the exceptional items aggregating to
H (606.32) crore (net), for the year ended March 31,2025.

3. We draw attention to Note 39 to the standalone financial
statements which describes the impairment assessment
performed by the Company in respect of net exposure of
H 1,533.07 crore in Mumbai Metro One Private Limited
(“MMOPL”) in accordance with Ind AS 36 “Impairment
of assets”/Ind AS 109 “Financial Instruments”. This
assessment involves significant management judgment
and estimates on the valuation methodology and various
assumptions used by independent Valuation experts/
management as more fully described in the aforesaid note.
Based on management’s assessment and independent
valuation report, no impairment is considered necessary
on the net exposure by the management.

4. We draw attention to Note 39 to the standalone financial
statements which describes the impairment assessment
performed by the Company in respect of net exposure of
H 1,324.88 crore in four subsidiaries i.e. Toll Road SPV’s
Companies in accordance with Ind AS 36 “Impairment
of assets”/Ind AS 109 “Financial Instruments”. This
assessment involves significant management judgment
and estimates on the valuation methodology and various
assumptions used by independent Valuation experts/
management as more fully described in the aforesaid note.
Based on management’s assessment and independent
valuation report, no impairment is considered necessary
on the net exposure by the management.

5. We draw attention to Note 41 to the standalone financial
statements with respect to the net exposure of H 92.30
Crore in Airport SPVs, as described in the aforesaid note,
based on management’s assessment no impairment is
considered against the said exposure.

6. We draw attention to Note 42 to the standalone
financial statements with respect to outstanding
obligation of Shanghai Electric Group Co Ltd (SEC)
as more fully described in the aforesaid note. Based on
management’s assessment, adequate provision has been
made for the same.

Our opinion on the standalone financial statements is not
modified in respect of the above matters.

Responsibility of Management for the Standalone
Financial Statements

The Company’s Board of Directors are responsible for the
matters stated in section 134(5) of the Companies Act 2013
(“Act”) with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act.

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

In preparing the standalone financial statements, management
and Board of Directors are responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

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

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

Our responsibility is to conduct an audit of the standalone
financial statements in accordance with Standards on Auditing
and to issue an auditor’s report. However, because of the
matter described in the Basis for Disclaimer of Opinion section
of our report, we were not able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion on these
standalone financial statements.

We are independent of the Company in accordance with the Code
of Ethics and provisions of the Act that are relevant to our audit
of the standalone financial statements in India under the Act, and
we have fulfilled our other ethical responsibilities in accordance
with the Code of Ethics and the requirements under the Act.

Other Matters

1 (i) The standalone financial Statement include the audited

financial statement and other financial information of
2 joint operations, whose financial statement reflect
total assets of H 76.26 Crore as at March 31, 2025,
total revenues of H 24.36 Crore, total net profit/(loss)
after tax of H 1.19 Crore and total comprehensive
income/(loss) of H 1.19 Crore for the year ended
March 31, 2025, net cash flows of H (12.10) Crore
for the year ended March 31,2025, as considered in
this standalone financial Statement. These financial
statement and other financial information have
been audited by other auditors whose reports have
been furnished to us by the Management and our
opinion on the standalone financial statement, in so
far it relates to amounts and disclosures included in
respect of these joint operations, is solely based on
the reports of the other auditors and the procedures
performed by us are as stated in paragraph above.

(ii) The standalone financial statement includes the
unaudited financial statements and other unaudited
financial information of 1 Joint Operations, whose
financial statements and other financial information
reflect total assets of H 0.03 Crore as at March 31,
2025, total revenue of H Nil, total net loss after tax
H NIL and total comprehensive loss of H Nil for the
year ended March 31, 2025, net cash flow of H NIL
for the year ended March 31, 2025, as considered
in the standalone financial statements. These

unaudited financial statements and other unaudited
financial information have been furnished to us by
the management and our opinion on the standalone
financial statements, in so far as it relates to the
amounts and disclosures included in respect of these
joint operations is based solely on such unaudited
financial statements and other unaudited financial
information. In our opinion and according to the
information and explanations given to us by the
management, these financial statements and other
financial information are not material.

Our opinion on the standalone financial statements is not
modified in respect of the above matters with respect to
our reliance on the work done and the reports of the other
auditors and the financial statements/ financial information
certified by the management.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditors’ Report) Order,
2020 (“the Order”) issued by the Central Government in
terms of section 143 (11) of the Act, and except for the
possible effects, of the matter described in the Basis for
Disclaimer of Opinion section, we give in the “Annexure A”,
a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2. (A) As required by section 143(3) of the Act, we report that:

a) As described in the Basis for Disclaimer of
Opinion section, we were unable to obtain all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit.

b) Due to the effects/possible effects of the
matter described in the Basis for Disclaimer of
Opinion section and for the matters stated in the
paragraph 2(B) (vi) below on reporting under
Rule 11(g), we are unable to state whether
proper books of account as required by law have
been kept by the Company so far as it appears
from our examination of those books.

c) The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the
standalone statement of cash flows dealt
with by this Report are in agreement with the
books of account.

d) Due to the effects/possible effects of the matter
described in the Basis for Disclaimer of Opinion

section, we are unable to state whether the
financial statements comply with the Indian
Accounting Standards specified under section
133 of the Act.

e) The matter described in the Basis for Disclaimer
of Opinion section and going concern matter
described in the Emphasis of Matter related to
Going Concern may have an adverse effect on
the functioning of the Company.

f) On the basis of the written representations
received from the directors as on March 31,2025
taken on record by the Board of Directors, none
of the directors is disqualified as on March
31,2025 from being appointed as a director in
terms of Section 164(2) of the Act.

g) The reservation relating to maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Disclaimer Opinion
section, in the paragraph (b) above on reporting
under Section 143(3)(b) and paragraph 2(B)(vi)
below on reporting under Rule 11(g).

h) With respect to the matter to be included in the
Auditors’ Report under section 197(16) of the Act:

According to the information and explanations
provided to us, the Company has not paid any
managerial remuneration during the year.

i) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.

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

i. Except for the possible effects of the matter
described in the Basis for Disclaimer of Opinion
section, the Company has disclosed the impact
of pending litigations as at March 31, 2025 on
its financial position in its standalone financial
statements - Refer Note 31 to the standalone
financial statements.

ii. Except for the possible effects of the matter
described in the Basis for Disclaimer of Opinion
section, the Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses.

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

iv. (a) Management has represented to us that,

to the best of it’s knowledge and belief, as
disclosed in the notes to the standalone
financial statements no funds have been
advanced or loaned or invested (either
from borrowed funds or share premium
or any other sources or kind of funds) by
the Company to or in any other persons
or entities, including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) Management has represented to us that,
to the best of it’s knowledge and belief, as
disclosed in the notes to the standalone
financial statements no funds have been
received by the Company from any
person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the
understanding, whether recorded in writing
or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(c) Based on our audit procedure conducted
that are considered reasonable and
appropriate in the circumstances, nothing
has come to our attention that cause us to

believe that the representation given by the
management under paragraph (2) (B) (iv)
(a) & (b) contain any material misstatement.

v. The Company has not declared or paid any
dividend during the current year.

vi. Based on our examination, which included test
check, the company has used an accounting
Software for maintaining its books of account for
the year ended March 31, 2025 which have a
feature of recording audit trail (edit log) facility
and the same has operated throughout the year
for all relevant transactions recorded in software
at the application level, except any configuration
or master table changes directly from the
application level, further audit trails have not
been appropriately configured at the database
level to log any direct changes to the database
by way of Data Manipulation Language (DML)
and Data Definition Language (DDL) queries
executed by the users in accounting software
SAP for the year ended March 31,2025.

Further, during the course of audit, where audit
trail (edit log) facility was enabled and operated
for the accounting software, we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

For Chaturvedi & Shah LLP

Chartered Accountants

Firm Registration No. 101720W/W100355

Parag D. Mehta

Partner

Membership No. 113904

UDIN: 25113904BMMLXH1358

Place: Mumbai

Date: May 23, 2025