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, 2026, 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 37 to the standalone financial statements
the Company’s regarding exposure to the Economic Rights
of shareholding in Odisha Discoms and in shares and
securities in certain unlisted entities as on March 31,2026,
aggregating to H 4,705.74 crore, acquired by the Company
pursuant to Consent Terms/Settlement Agreement in
the previous year.

We are unable to determine the overall recovery of the
aforesaid Economic rights. Accordingly, we are unable to
determine the consequential implications arising therefrom
in the standalone financial statements of the Company.

2. We draw attention to Note 47 to the standalone financial
statements regarding the ongoing proceedings by the
Enforcement Directorate (“ED”), the Show Cause Notice
(SCN) issued by the Securities and Exchange Board of
India (SEBI) and notice from the Serious Fraud Investigation
Office (SFIO) and Note 56 regarding filing of ADT-4 and
tendering our resignation as the Statutory Auditors with
effect from the handover of the statutory audit report for the
financial year ended March 31,2026, basis our review of the
SCN herein and the allegations therein of suspected fraud
with regards to the manner of utilisation of funds through

CLE Private Limited (CLE) and its alleged relationship with
the Company among other matters. In connection to this
matter, we filed ADT-4 under section 143(12) of the Act and
relevant rules, with MCA on January 19, 2026.

The outcome of the proceedings is presently uncertain
and cannot be determined at this stage. Accordingly, we
are unable to determine the consequential implications
arising therefrom in the standalone financial statements
of the Company.

Emphasis of matter

1. We draw attention to Note 51 to the standalone financial
statements, the Company has outstanding obligations
payable to its lenders 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
stated 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 46 to the standalone financial
statements, regarding change in accounting policy for
Investment in Equity shares of Subsidiary companies from
cost less impairment as per Ind AS 27 ‘Separate Financial
Statements’ to fair value through other comprehensive
income as per Ind AS 109 ‘Financial instruments’ with
retrospective effect.

3. We draw attention to Note 17(3) to the standalone financial
statements wherein the Company has rectified the
accounting treatment and have adjust loss on invocation
and fair valuation of investment of H 5,024.88 crore against
retained earnings, retrospectively in accordance with the
Ind AS 8 ‘Accounting Policies, Changes in Accounting
Estimates and Errors’. Accordingly, the balance of capital
reserve as on April 1, 2024, is increased by H 5,024.88
crore and balance of retained earnings is reduced by an
equivalent amount.

4. We draw attention to refer to Note 17(4) to the standalone
financial statements, with respect to the Scheme of
Arrangement (“Scheme”) between the Company
(“Transferee Company” or “Reliance Infra”) and its wholly
owned Subsidiary, Reliance Velocity Limited (“Transferor
Company” or “RVL”) and their respective shareholders and
creditors under Sections 230 - 232 of the Companies Act,
2013 was sanctioned by the Hon’ble National Company
Law Tribunal (NCLT) by its order dated Septemberl, 2025,
and became effective from Appointed date i.e. September
30, 2025. Pursuant to the Scheme, the Company has
adjusted the debit balance in the Profit and Loss account
(Retained Earnings) as on Appointed Date against
(i) Capital Redemption Reserve of H 130.03 crore, (ii)
Capital Reserve of H 5,179.96 crore, (iii) General Reserve
of H 497.41 crore and (iv) Securities Premium Account of
H 5,533.49 crore. Further, with effect from the Appointed
Date, the balance in other comprehensive income account
of H 18,142.17 crore, combined with the existing balance
of securities premium account, the said adjustments which
overrides relevant provisions of Ind AS 1 “Presentation
of Financial Statements” and IND AS 103 “Business
Combination”. Had such adjustments not made securities
premium account would have been lower by H 18,142.17
crore and other comprehensive income would have been
higher by H 18,142.17 crore.

5. We draw attention to Note 40(i) to the standalone financial
statements which describes the impairment assessment
performed by the Company in respect of net exposure
of H 170.00 crore in one subsidiary i.e. Toll Road SPV
Company, other than investment in equity shares, 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 said exposure
by the management.

6. We draw attention to Note 40(ii) to the standalone financial
statements which describes the impairment assessment
performed by the Company in respect of net exposure
of H 771.64 crore in Mumbai Metro One Private Limited
(“MMOPL”), other than investment in equity shares, 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 said exposure
by the management.

7. We draw attention to Note 38 to the standalone financial
statements, regarding the exceptional items aggregating to
H (730.35) crore (net), for the year ended March 31,2026.

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

Responsibility of Management and Board of
Directors 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
loss, 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 19.07 crore as at March 31, 2026,
total revenues of H 36.16 crore, total net profit/(loss)
after tax of H (46.49) crore and total comprehensive
income/(loss) of H (46.49) crore for the year ended
March 31, 2026, net cash inflows of H 0.27 crore for
the year ended March 31, 2026, 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 2 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 Operation, whose
financial statements and other financial information
reflect total assets of H 0.03 crore as at March 31,
2026, total revenue of H Nil, total net profit/(loss)
after tax of H Nil and total comprehensive income of
H Nil for the year ended March 31, 2026, net cash
flow of H NIL for the year ended March 31, 2026, 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 operation 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 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 31,2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 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,
however, remuneration in the capacity of Chief
Financial Officer has been paid to the Executive
Director during the year ended March 31,2026.

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, 2026 on
its financial position in its standalone financial
statements - Refer Note 32 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 procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representation under
sub- clause (i) and (ii) of Rule 11(e), as
provided under (a) & (b) above, 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
checks, the Company has used an accounting
software for maintaining its books of account
for the year ended March 31, 2026, which
has a feature of recording audit trail (edit log)
facility, and the same has operated throughout
the year for all relevant transactions recorded in
the software at the application level. However, it
was observed that the database-level audit trail,
though enabled, is not configured to capture
sufficient details of changes made directly at
the database level. Accordingly, such changes
are not recorded with adequate granularity to
ensure comprehensive traceability. Further
during the year, Pursuant to the Scheme of
Arrangement, Reliance Velocity Limited (a wholly
owned Subsidiary) was amalgamated with the
Company, with effect from the Appointed date i.e.
September 30, 2025, Prior to the amalgamation,
Reliance Velocity Limited had been using an
accounting software that did not have an audit
trail (edit log) feature, Accordingly, there is no
audit trail available for the transactions entered
by Reliance Velocity Limited for the period from
April 1, 2025 to September 30, 2025.

Further, during the course of audit, where the
audit trail (edit log) facility was enabled and
operated, we did not come across any instance
of the audit trail feature being tampered with. The
audit trail records maintained by the Company
have been preserved in accordance with its
record retention practices. However, considering
that database-level audit logs are not configured
with sufficient detail, completeness of audit trail
retention in respect of changes made directly at
the database level cannot be fully ascertained.

For Chaturvedi & Shah LLP

Chartered Accountants

Firm Registration No. 101720W/W100355

Gaurav Jain

Partner

Membership No. 129439

UDIN: 26129439GOEBVY7074

Place: Mumbai

Date: May 23, 2026