Your Directors present the 96^th Annual Report and the audited financial statements for the financial year ended March 31,2025.

Financial performance and state of the Company’s affairs

The financial performance of the Company for the financial year ended March 31,2025 is summarized below:

Business Operations

The Company is engaged in the business of providing
Engineering and Construction services for power, roads, metro
rail and other infrastructure sectors. The Company is also
engaged in implementation, operation and maintenance of
several projects in defence sector and others areas like Metro
and Toll Roads through its special purpose vehicles. It has
executed the state of the art Mumbai Metro Line One project on
build, own, operate and transfer basis. Further, the Company is
also a leading utility company having presence across the value
chain of energy businesses.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the financial
year under review, as stipulated under Regulation 34(2) of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, (‘the
Listing Regulations’), is presented in a separate section forming
part of this Annual Report.

Issue of warrants on preferential basis

In October, 2024, the Company issued and allotted 12.56
crore warrants at an issue Price of H 240 each, convertible
into equivalent number of equity shares of the Company on
preferential basis to a promoter group entity and two other
investors, wherein an amount equivalent to 25% of the Issue
Price was paid on subscription and the balance 75% is to be paid

by warrant holder(s) on or before conversion, within a period of
18 months from the date of allotment.

Issue of Foreign Currency Convertible Bonds

During the financial year under review, the Board of Directors
of the Company approved the issue of unsecured Foreign
Currency Convertible Bonds (FCCBs) upto USD 350 million,
with tenure of ten years and one day and coupon rate of 5% per
annum, convertible into equity shares of H 10 each, on private
placement basis to VFSI Holdings Pte. Limited or any affiliate of
Varde Investment Partners, LP.

Scheme of Arrangement with Reliance Velocity
Limited, Wholly Owned Subsidiary

The Company, at its Board Meeting held on March 08, 2025,
approved the Scheme of Arrangement between the Company
and its wholly owned subsidiary, Reliance Velocity Limited and
their respective shareholders and creditors. The proposed
Scheme is subject to necessary statutory compliances and
requisite regulatory permissions, sanctions and approvals,
including approval of the Hon’ble National Company Law
Tribunal, Mumbai Bench.

Resources and Liquidity

During the financial year, the Company has fully settled the
entire obligations with respect to its borrowings from Life
Insurance Corporation of India, Edelweiss Asset Reconstruction
Company Limited, IDBI Trusteeship Services Limited and

Jammu and Kashmir Bank Limited in accordance with the
respective settlement agreements executed with them. At the
time of settlement of the above debts, the valuation of security
has depleted by 30 percent of its original value, based on the
book value of the assets due to business losses of the Company.

The overall debt obligations of the Company from bank and
financial institutions have reduced from H 3,383 crore as at the
beginning of the year to H 85 crore as on March 31,2025. As on
date, there is no default on interest and repayment of principal
amount on borrowings from Banks/ financial institutions.

Employee Stock Option Scheme

During the financial year under review, the members of the
Company approved the introduction and implementation of
‘Reliance Infrastructure Employee Stock Option Scheme 2024’
(“Scheme”), for the employees of the Company and also for
the employees of group companies including its subsidiaries,
associates and holding company.

The Nomination and Remuneration Committee of the Board will
administer and monitor the Scheme, which is in compliance with
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SBEB Regulations). The relevant disclosures
in terms of SBEB Regulations along with the Certificate from the
Secretarial Auditor on implementation of the Scheme in terms
of Regulation 13 of the SBEB Regulations are available on the
Company’s website and can be accessed at https://www.rinfra.
com/web/rinfra/employee-stock-option-scheme-2024

Dividend

During the financial year under review, the Board of Directors
has not recommended dividend on the equity shares of the
Company. The Dividend Distribution Policy of the Company is
available on the Company’s website at the link: https://www.
rinfra.com/documents/1142822/10625710/RInfra_Dividend_
Distribution_Policy.pdf.

Deposits

The Company has not accepted any deposits from the public
falling within the ambit of Section 73 of the Companies Act,
2013 (‘the Act’) and the Companies (Acceptance of Deposits)
Rules, 2014. There are no unclaimed deposits, unclaimed/
unpaid interest, refunds due to the deposit holders or to be
deposited with the Investor Education and Protection Fund as
on March 31,2025.

Particulars of Loans, Guarantees or Investments

The Company has complied with applicable provisions of Section
186 of the Act during the financial year. Pursuant to Section 186
of the Act, details of the Investments made by the Company are
provided in Note No. 6 of the standalone financial statement.

Subsidiary Companies, Associates and Joint
venture

During the financial year under review, the Company has
incorporated a number of subsidiaries namely Reliance EV
Private Limited, Reliance Jai Auto Private Limited, Reliance
Unlimit Private Limited, Reliance Risee Private Limited, Reliance
Jai Private Limited, Reliance Jai Properties Private Limited,
Reliance Jai Realty Private Limited, Reliance Clean EV Private
Limited, Reliance Perfect EV Private Limited, Reliance Pure
EV Private Limited, Reliance Battery Greentech Private Limited
(Formerly Reliance EV Go Private Limited), Reliance CleanTech
Mobility Private Limited, Reliance Renewable Constructors
Private Limited, Reliance LovE Private Limited, Reliance Green
Innovation Private Limited, Reliance MoEVing Private Limited,
Reliance GreenTech Mobility Private Limited, Reliance Zetta
Solar Private Limited, Reliance Zetta SolarTech Private Limited
and Reliance Green Glide Private Limited.

Further, Reliance Enterprises Private Limited was incorporated
in Bhutan as an Associate Company.

The following Companies ceased to be subsidiaries / associates
of the Company namely -Reliance Cement Corporation Private
Limited, Reliance E-Generation and Management Private Limited,
Reliance Smart Cities Limited, Reliance Property Developers
Private Limited, Reliance Cruise and Terminals Limited,
Reliance Aero Systems Private Limited, Reliance Defence and
Aerospace Private Limited, RPL Photon Private Limited, RPL
Sun Power Private Limited, RPL Sun Technique Private Limited
and Reliance Defence Technologies Private Limited.

The summary of the performance and financial position of
the subsidiary companies, associates and joint venture are
presented in Form AOC-1 and in Management Discussion
and Analysis report forming part of this Annual Report. Also,
a report on the performance and financial position of each of
the subsidiaries, associates and joint ventures as per the Act is
provided in the consolidated financial statement.

The Policy for determining material subsidiary Companies as
approved by the Board may be accessed on the Company’s
website at https://www.rinfra.com/documents/1142822/1189698/
Policy_for_Determination_of_Material_Subsidiary_updated.pdf

Standalone and Consolidated Financial Statements

The audited financial statements of the Company are drawn up,
both on standalone and consolidated basis, for the financial year
ended March 31, 2025, in accordance with the requirements
of the Companies (Indian Accounting Standards) Rules, 2015,
‘(Ind-AS)’, notified under Section 133 of the Act, read with
relevant Rules and other Accounting Principles. The consolidated
financial statement has been prepared in accordance with Ind-
AS and relevant provisions of the Act based on the financial
statements received from subsidiaries, associates and joint
ventures, as approved by their respective Board of Directors.

accounting standards had been followed along with proper
explanation relating to material departures, if any;

ii. 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 as
at March 31,2025 and of the loss of the Company for the
year ended on that date;

iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

iv. the Directors had prepared the annual financial statement
for the financial year ended March 31, 2025, on a
going concern basis;

v. the Directors had laid down proper internal financial controls
to be followed by the Company and such internal financial
controls are adequate and are operating effectively; and

vi. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts, arrangements and transactions entered into
by the Company during the financial year under review with
related parties were on an arm’s length basis and in the ordinary
course of business.

There were no materially significant related party transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons, which could
have potential conflict with the interest of the Company at large.

During the financial year, the Company has not entered into
any contract/ arrangement/transaction with related parties
which could be considered material in accordance with the
policy of Company on materiality of related party transactions
(i.e transactions where the value exceeds t 1000 crore
or 10% of the annual consolidated turnover, whichever is
lower), or which is required to be reported in Form AOC -
2 in terms of section 134 (3)(h) read with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts) Rules
2014, as amended.

All Related Party Transactions were placed before the Audit
Committee for approval. Omnibus approval of the Audit
Committee was obtained for the transactions which were of a
repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted were reviewed and statements
giving details of all related party transactions were placed before
the Audit Committee on a quarterly basis. The policy on Related

Party Transactions as approved by the Board is uploaded on
the Company’s website at the link: https://www.rinfra.com/
documents/1142822/1189698/Related_Party_Transactions_
Policy_updated.pdf

Your Directors draw attention of the Members to Note No. 32
to the standalone financial statement which sets out related
party disclosures pursuant to Ind-AS and Schedule V of
Listing Regulations.

Material Changes and Commitments, if any,
affecting the financial position of the Company

There were no material changes and commitments affecting the
financial position of the Company which have occurred between
the end of the financial year and the date of this report.

Meetings of the Board

During the financial year ended March 31, 2025, Ten Board
Meetings were held. Details of the meetings held and attended
by each Director are given in the Corporate Governance Report
forming part of this Annual Report.

Audit Committee

As on date, the Audit Committee of the Board of Directors
comprises of Independent Directors namely Ms. Manjari Kacker
as Chairperson, Ms. Chhaya Virani, Shri V. S. Verma and
Dr. Thomas Mathew, as members.

During the financial year, all the recommendations made by the
Audit Committee were accepted by the Board.

Auditors and Auditor’s Report

M/s. Chaturvedi & Shah LLP, Chartered Accountants were
appointed as Statutory Auditors of the Company at the 91^st
AGM of the Company held on June 23, 2020, to hold office for a
term of five consecutive years until the conclusion of 96^th AGM
of the Company. The Board, at their meeting held on June 11,
2025, have recommended to members of the Company, their
re-appointment for a second term of five consecutive years, to
hold office from the conclusion of the 96^th AGM till the conclusion
of the 101^st AGM of the Company.

The Company has received confirmation from M/s. Chaturvedi &
Shah LLP, Chartered Accountants that they are not disqualified
from being appointed as the Statutory Auditors of the Company.

The Auditors in their report to the Members have given Disclaimer
of Opinion. In this regard it is stated that:

During the previous year, the Company initiated pre-institution
mediation proceedings in accordance with the procedure laid
down under Section 12 A of the Commercial Court’s Act, 2015
read with the provisions of the Mediation Act, 2023, before the
Main Mediation Centre, Bombay High Court against the EPC

Company for recovery of its dues. In terms of such proceedings,
the parties have agreed upon and signed and submitted the
Consent Terms before the Mediation Centre in full and final
settlement of all outstanding disputes and claims against the
EPC Company. Through this Mediation, the entire dues from the
EPC Company and disputes in this regard stands fully settled
against transfer/assignment of assets/ economic interests in the
assets of the EPC Company to the Company and accordingly,
total exposure of the Company in EPC Company is Nil as on
March 31,2025.

Further, the Company is confident of the overall recovery related
to the assignment of such economic rights.

During the year ended March 31, 2020 t 3,050.98 crore being
the loss on invocation of pledge of shares of Reliance Power
Limited held by the Company has been adjusted against the
capital reserve. According to the management of the Company,
this is an extremely rare circumstance where even though the
value of long term strategic investment is high, the same is being
disposed off at much lower value for the reasons beyond the
control of the Company, thereby causing the said loss to the
Company. Hence, being the capital loss, the same has been
adjusted against the capital reserve.

Further, due to said invocation, during the year ended March
31, 2020, investment in Reliance Power Limited had been
reduced to 12.77% of its paid-up share capital. Accordingly
in terms of Ind AS 28 on Investments in Associates, Reliance
Power had ceased to be associate of the Company. Although
this being strategic investments and Company continues to
be promoter of the Reliance Power, due to the invocations of
the shares by the lenders for the reasons beyond the control
of the Company the balance investments in Reliance Power
have been carried at fair value in accordance with Ind AS 109
on financial instruments and valued at current market price
and loss of t 1,973.90 crore being the capital loss, has been
adjusted against the capital reserve.

The other observations and comments given by the Auditors in
their report, read together with notes on financial statements are
self-explanatory and hence do not call for any further comments
under section 134 of the Act.

No fraud has been reported by the Auditors to the Audit
Committee or the Board.

Cost Auditors

Pursuant to the provisions of Section 148 the Act and the
Companies (Audit and Auditors) Rules, 2014, the Board
of Directors have appointed M/s. Talati & Associates, Cost
Accountants, as the Cost Auditors of the Company for conducting
the cost audit of the Engineering & Construction Division of the
Company for the financial year ending March 31,2026, and their

remuneration is subject to ratification by the Members at the
ensuing AGM of the Company.

The provisions of Section 148(1) of the Act continue to apply
to the Company and accordingly the Company has maintained
cost accounts and records in respect of the applicable services
for the financial year ended March 31,2025.

Secretarial Standards

During the financial year under review, the Company has
complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.

Secretarial Audit and Secretarial Compliance
Report

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. Ashita Kaul & Associates, Company
Secretaries in Practice, to undertake the Secretarial Audit
of the Company for the financial year 2024-25. There is no
qualification, reservation or adverse remark made by the
Secretarial Auditors in the Secretarial Audit Report for the
financial year ended March 31, 2025. The Audit Report of
the Secretarial Auditors of the Company and its material
subsidiaries for the financial year ended March 31,2025 are
attached hereto as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the
Company has obtained Secretarial Compliance Report from
the Secretarial Auditors on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued there under.

The observations and comments given by the Secretarial
Auditors in their report are self-explanatory and hence do not
call for any further comments under Section 134 of the Act.

Pursuant to the amended provisions of Regulation 24A of the
Listing Regulations requiring the appointment of Secretarial
Auditors by the Members of the Company, the Board of
Directors have approved and recommended the appointment
of M/s. Ajay Kumar & Co, Practising Company Secretaries
as the Secretarial Auditors of the Company for a term of
Five consecutive financial years commencing from April 01,
2025 till March 31, 2030, for approval of the members at
the ensuing AGM.

Annual Return

Pursuant to section 92 (3) read with Section 134 (3)(a) of the
Act, the Annual Return as on March 31,2025 is available on the
Company’s website and can be accessed at https://www.rinfra.
com/web/rinfra/annual-return.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read
with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other particulars
of the employees drawing remuneration in excess of the limits
set out in the said Rules are provided in the Annual Report.

Disclosures relating to the remuneration and other details as
required under Section 197(12) of the Act read with rule 5(1) of
the aforesaid rules, also forms part of this Annual Report.

However, having regard to the provisions of second proviso
to Section 136(1) of the Act, the Annual Report, excluding the
aforesaid information is being sent to all the Members of the
Company and others entitled thereto. Any Member interested in
obtaining the same may write to the Company Secretary and the
same will be furnished on request.

Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The particulars as required to be disclosed in terms of Section
134(3)(m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014 are given in Annexure B forming part
of this Report.

Corporate Governance

The Company has adopted the Corporate Governance
Policies and Code of Conduct which sets out the systems,
processes and policies conforming to the international
standards. The report on Corporate Governance as stipulated
under Regulation 34(3) read with para C of Schedule V of
the Listing Regulations is presented in a separate section
forming part of this Annual Report.

A certificate from M/s. Ashita Kaul & Associates, Company
Secretaries in Practice, confirming compliance of conditions of
Corporate Governance as stipulated under Para E of Schedule
V of the Listing Regulations, is enclosed with this Report.

Whistle Blower Policy/ Vigil Mechanism

In accordance with Section 177 of the Act and Regulation 22
of the Listing Regulations, the Company has formulated a vigil
mechanism to address the genuine concerns, if any, of the
Directors and employees. The vigil mechanism is overseen by
the Audit Committee and every person has direct access to the
Chairperson of the Audit Committee. The details of the same
have been stated in the Report on Corporate Governance and
the policy can also be accessed on the Company’s website at
the link: https://www.rinfra.com/documents/1142822/13196396/
Whistle_Blower_Policy_Vigil_Mechanism.pdf

Risk Management

The Board of the Company has constituted a Risk Management
Committee which consists of Directors and senior executives
of the Company. The details of the Committee and its terms of
reference, etc. are set out in the Corporate Governance Report
forming part of this Report.

The Company has a Business Risk Management Framework
to identify, evaluate business risks and opportunities.
This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhances
Company’s competitive advantage. The Business Risk
Management Framework defines the risk management
approach across the enterprise at various levels including
documentation and reporting.

The risks are assessed for each project and mitigation measures
are initiated both at the project as well as at the corporate level.
More details on Risk Management indicating development
and implementation of Risk Management policy including
identification of elements of risk and their mitigation are covered
in Management Discussion and Analysis section forming part
of this Report.

Compliance with the provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity
of women employees and it has in place a policy which provides
for protection against sexual harassment of women at work
place and for prevention and redressal of such complaints.
The Company has also constituted an Internal Compliance
Committee in accordance with the provisions of this Act. During
the financial year under review, no complaints pertaining to
sexual harassment were received.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility
("CSR") and Sustainability Committee in compliance with the
provisions of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014. At present,
the CSR and Sustainability Committee of the Board consists
of Ms. Chhaya Virani, as Chairperson, Ms. Manjari Kacker,
Shri V. S. Verma, Dr. Thomas Mathew and Shri Vijesh Babu
Thota, as the Members. The Annual Report on CSR activities is
given in Annexure C.

The CSR policy formulated by the Committee may be
accessed on the Company’s website at the link: https://
www.rinfra.com/documents/1142822/1189698/Rinfra_
CSRPolicy_revised.pdf

Significant and Material Order, if any, passed by
the regulator or courts or tribunals

Going concern status of the Company and its operations
is not impacted due to any order passed by Regulators or
Courts or Tribunals.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls
with reference to financial statement, across the organization.
The same is subject to review periodically by the internal auditors
for its effectiveness. During the financial year, such controls
were tested and no reportable material weakness in the design
or operations were observed.

Business Responsibility & Sustainability Report

Business Responsibility & Sustainability Report for the
financial year under review as stipulated under the Listing
Regulations is presented under separate section forming part of
this Annual Report.

Proceedings under the Insolvency and Bankruptcy
Code, 2016

At the beginning of the financial year, there were five matters
pending against the Company under the Insolvency and
Bankruptcy Code, 2016. During the year, two matters were
disposed off as withdrawn due to settlement and one matter was

disposed off / rejected after being contested on merits. No new
applications were filed against the Company in the last financial
year. As at the end of the financial year, two matters filed by
operational creditors were pending. In one of the above two
matters, National Company Law Tribunal, Mumbai passed an
order dated May 30, 2025 admitting the Company into Corporate
Insolvency Resolution process. However, the Company has
made full payment of the entire amount outstanding along
with interest. In the appeal filed by the Company, the Hon’ble
National Company Law Appellate Tribunal, New Delhi, vide its
order dated June 4, 2025 suspended the impugned Order.

General

During the financial year under review, the Company has not
transferred any amounts to reserves; not issued any equity
shares with differential rights as to dividend, voting or otherwise
nor issued any sweat equity shares to its Directors or Employees.

Acknowledgements

Your Directors would like to express their sincere appreciation
for the co-operation and assistance received from members,
debenture holders, debenture trustees, bankers, financial
institutions, government authorities, regulatory bodies and
other business constituents during the year under review.
Your Directors also wish to place on record their deep sense
of appreciation for the commitment displayed by all executives,
officers and staff.

For and on behalf of the Board of Directors

Vijesh Babu Thota Manjari Kacker

Executive Director and CFO Director

DIN: 09128139 DIN: 06945359

Place: Mumbai
Date: June 11,2025