The Board of Directors present the Company's Thirty-eighth Annual Report and the Company's audited financial statements for the financialyear ended March 31, 2026.
The Company's financial performance (standalone and consolidated) for the year ended March 31, 2026 is summarised below:
STANDALONE
CONSOLIDATED
2025-26
2024-25
2025-26 2024-25
Profit Before Tax
14 08
11 48
Current Tax
(1 98)
(1 50)
Deferred Tax
(1 77)
(15)
Profit After Tax
10 33
9 83
Share of profit / (loss) of Associate
-
2 06
2 14
Profit After Tax and Share of Profit / (Loss) of Associate
12 39
11 97
Opening Balance in Retained Earnings
55 77
54 22
99 63
95 94
Sub-Total
66 10
64 05
112 02
107 91
Appropriations
Transferred to General Reserve
(3 00)
Dividend on Equity Shares"
*(5 28)
$(5 28)
Closing Balance in Retained Earnings
57 82
103 74
The Board of Directors have recommended a dividend of? 3.50 (Three rupees and fifty paise) per equity share of ? 10/-(Ten rupees only) each fully paid-up of the Company for thefinancial year ended March 31, 2026 (last year ? 3.50 per equityshare of ? 10/- each fully paid-up). Dividend payment is subject toapproval of Members at the ensuing Annual General Meeting andshall be subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company'sDividend Distribution Policy. The Policy is available on theCompany's website and can be accessed at: http://www.riil.in/pdf/dividend-distribution-policy.pdf
There have been no material changes and commitments affectingthe financial position of the Company between the end of thefinancial year and date of this Report.
During the year under review, the situation of Registered officethe Company was changed from NKM International House,5th Floor, 178 Backbay Reclamation, Behind LIC YogakshemaBuilding, Babubhai Chinai Road, Mumbai - 400 020 to 4th Floor,Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai - 400 002,effective November 1,2025.
Management Discussion and Analysis Report for the year underreview, as per the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), is as under:
Results of Operations and the State of Company's Affairs
During the year, the Company's Net profit was ? 1,033 lakh ascompared to ? 983 lakh in the previous year. Revenue fromtransportation services was ? 3,329 lakh as compared to ? 3,317 lakhin the previous year. Revenue from infrastructure support servicesand other operating income was ? 1,213 lakh as compared to? 1,632 lakh in the previous year, following the completion ofcertain fixed-term contracts.
The Company continues to provide infrastructure facilities andsupport services which include pipelines for transportationof petroleum products, natural gas & raw water and otherinfrastructure support services mainly to Reliance IndustriesLimited.
Resources and Liquidity
The Company's net worth as on March 31, 2026 stood at? 32,904 lakh, with accumulated reserves and surplus of ? 31,394 lakh.
The Return on net worth increased to 3.2% in FY 2025-26 as against3.1% in the previous year, primarily due to improved profitabilityon account of effective cost rationalisation, specifically throughreduction in other expenses.
Details of significant changes (i.e. change of 25% or more ascompared to the immediately previous financial year) in keyfinancial ratios along with detailed explanation is given below:
• The current ratio increased to 9.14 in FY 2025-26 as against4.12 in the previous year due to reclassification of investmentsfrom non current to current on account of maturity fallingwithin 12 months, along with reduction of current liabilitiesduring the year.
• The net capital turnover ratio declined to 0.15 in FY 2025-26 asagainst 0.27 in the previous year due to a substantial increasein working capital, mainly from higher current assets, coupledwith a marginal decrease in net sales during the year.
• Return on Capital Employed decreased to (664.1%) inFY 2025-26 as against 286.8% in the previous year due toreduced revenue from operations and capital employed.
The Company continues to maintain its conservative financialprofile and funds its requirements through internal accruals.
Industry Structure, Developments, Opportunities and Outlook
The global business environment in FY 2025-26 remainedchallenging. Ongoing conflicts in the Middle East and EasternEurope continued to disrupt freight corridors and commoditymarkets, with no clear resolution in sight.
For India, the external turbulence has had a dual effect. Persistentsupply chain disruptions have prompted a broader rethink ofimport dependencies, while also strengthening the case fordomestic infrastructure capacity. The government's continuedprioritization of capital expenditure in roads, ports, pipelines andlogistics has supported the broader momentum of infrastructuredevelopment in the country. India's infrastructure sector has heldup reasonably well, though execution gaps and cost pressurespersist. The structural demand for infrastructure remains intact,underpinned by India's long-term industrial expansion.
Challenges, Risks and Concerns
The business environment during the last financial year added theinherent challenges of infrastructure development. Environmentalassessments and sustainability compliance have becomesubstantive cost items, while the regulatory and reputationalconsiderations in this area represent material risk factors for thesector. Availability of skilled labour and volatility in input costs addfurther complexity to the overall business environment.
The management team brings relevant experience and operationaldepth to navigate the risks inherent in infrastructure development.
Strong governance structures and prudent financial managementremain central to how the Company approaches project deliveryand operational continuity. The management continuouslyevaluates evolving risk factors, with governance structures designedto ensure oversight and accountability across the business.
Human Resource Development
The Company's workforce remains stable and consistent withthe nature of its business model. The Company places emphasison maintaining a workforce that is technically capable andoperationally effective, in line with the scale and nature of itsbusiness.
The Company has robust internal control systems and procedurescommensurate with its nature of business which meets thefollowing objectives:
• providing assurance regarding the effectiveness and efficiencyof operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures and applicable laws andregulations; and
• transactions being accurately recorded and promptly reported.
The Company continues to have periodical internal auditsconducted of all its functions and activities to ensure that systemsand processes are followed across all areas.
The Audit Committee regularly reviews the adequacy of internalcontrol systems through such audits. The Internal Auditor reportsdirectly to the Audit Committee.
The Company also has a robust budgetary control system to monitorexpenditure against approved budgets on an ongoing basis.
Internal Financial Controls are an integral part of the riskmanagement framework and process that address financial andfinancial reporting risks. The key internal financial controls havebeen documented, automated wherever possible and embeddedin the business process. The Company has in place adequateinternal financial controls with reference to Financial Statement.
Assurance to the Board on the effectiveness of internal financialcontrols is obtained through management reviews andself-assessment, continuous control monitoring by functionalexperts as well as testing of the internal financial control systemsby the Statutory Auditors and Internal Auditors during the courseof their audits.
The Company believes that these systems provide reasonableassurance that the Company's internal financial controls areadequate and operating effectively as intended.
The Company has in place a Risk Management Policycommensurate with its size and operations, providing astructured framework to identify, assess and mitigate risks acrosssafety, health and environment, operational, strategic, financial,regulatory, security, property and reputational domains. The RiskManagement Committee oversees the identification, monitoringand reporting of risks, and regularly updates the Board ofDirectors on mitigation measures.
Given below are significant potential risks to the Company andmeasures in place to mitigate them:
Operational Risk: Pipeline operations may be disrupted due tonatural calamities, equipment failures, or unforeseen events. A keyrisk is third-party damage to pipelines in high consequence areas.This is mitigated through regular line patrolling, strict adherence toapplicable standard operating procedures for close monitoring ofthird-party activities, if any, and stakeholder awareness programs.Pipeline integrity is further ensured through periodic inspectionsand external audits in compliance with regulatory requirements.
Safety, Health and Environment Risks: Pipeline transportation ofpetroleum products and natural gas involves inherent hazards,including risks of accidents, leakages or external threats, which mayimpact life, property and the environment. The Company addressesthese risks through structured inspections, hazard identification,root cause analysis and implementation of preventive measures.
A comprehensive insurance cover is also in place to mitigatepotential financial exposures arising from such risks.
In accordance with the provisions of the Companies Act, 2013("the Act") and the Listing Regulations read with Ind AS 110 -Consolidated Financial Statements and Ind AS 28 - Investments inAssociates and Joint Ventures, the audited Consolidated FinancialStatement forms part of this Annual Report.
The Company did not have any subsidiary or joint venture duringthe year under review. The Company has one Associate Company,Reliance Europe Limited.
A statement providing details of performance and salient featuresof the financial statement of the Associate Company as perSection 129(3) of the Act, is provided as Annexure 'A' to the auditedConsolidated Financial Statement and therefore not repeated inthis Report to avoid duplication.
The Audited Financial Statement including the ConsolidatedFinancial Statement of the Company and all other documentsrequired to be attached thereto forms part of this Annual Reportand is also available on the Company's website and can be accessedat: https://www.riil.in/pdf/Annual-Report-2025-26.pdf
The Company has followed the applicable Secretarial Standards,with respect to Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by the Institute of CompanySecretaries of India.
Your Directors state that:
a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards read with requirements set out underSchedule III to the Act have been followed and there are nomaterial departures from the same;
b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31,2026and of the profit of the Company for the year ended on thatdate;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a goingconcern basis;
e) the Directors have laid down internal financial controls tobe followed by the Company and that such internal financialcontrols are adequate and operating effectively; and
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
In accordance with the Listing Regulations, the BusinessResponsibility and Sustainability Report describing the initiativestaken by the Company from an environmental, social andgovernance perspective is available on the Company's websiteand can be accessed at: https://www.riil.in/pdf/riil-business-responsibility-and-sustainability-report-2025-26.pdf
All contracts / arrangements / transactions entered by the Companyduring the year with related parties were in the ordinary courseof business and on arms' length basis and do not have potentialconflict with interest of the Company at large.
Details of the contracts / arrangements / transactions with relatedparties which are required to be reported in Form No. AOC-2 interms of Section 134(3)(h) read with Section 188 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014 are annexedherewith and marked as Annexure Ito this Report.
The Policy on Materiality of Related Party Transactions and ondealing with Related Party Transactions as approved by the Boardis available on the Company's website and can be accessed at:https://www.riil.in/pdf/riil-policy-on-materiality.pdf
Members may refer to Note 24 to the Standalone FinancialStatement which sets out related party disclosures pursuant toInd AS.
During the year under review, the Board of Directors, on therecommendation of the Corporate Social Responsibility ("CSR")Committee, approved certain amendments to the Company's CSRPolicy to align it with applicable provisions of the law. The revisedPolicy is available on the Company's website and can be accessedat http://www.riil.in/pdf/csr_policy.pdf.
The CSR policy sets out the guiding principles for the CSRCommittee, inter-alia, in relation to the activities to be undertakenby the Company, as per Schedule VII to the Act, CSR Governanceand implementation, Composition of Committee and monitoringof CSR activities.
The key philosophy of the CSR initiative of the Company is topromote development through social and economictransformation.
The Company has, inter-alia, identified following areas in which itmay engage for its CSR activities:
• Addressing identified needs of the underprivileged throughinitiatives directed towards promoting health, includingpreventive health care;
• Environmental sustainability and ecological balance; and
• Any other activity falling within the scope of Schedule VII tothe Act.
During the year under review, the Company has spent ? 30 lakh(2.39% of the average net profits of the immediately precedingthree financial years) towards identified and approved CSRinitiatives covered under Schedule VII to the Act, throughimplementing Agency.
The Annual Report on CSR activities is annexed herewith andmarked as Annexure IIto this Report.
In accordance with the provisions of the Act and the Articles ofAssociation of the Company, Shri Sanjiv Singh (DIN: 05280701),Director of the Company, retires by rotation at the ensuing AnnualGeneral Meeting. The Board of Directors of the Company, basedon the recommendation of the Nomination and RemunerationCommittee ("NRC"), has recommended his appointment.
The Company has received declarations from all the independentdirectors of the Company confirming that:
i. they meet the criteria of independence prescribed under theAct and the Listing Regulations; and
ii. they have registered their names in the independent directors'databank.
The Company has, inter-alia, following policies viz.:
a) Policy for Appointment of Directors and determining Directors'independence; and
b) Remuneration Policy for Directors, Key Managerial Personneland other employees.
The Policy for Appointment of Directors and determining Directors'independence sets out the guiding principles for the NRC foridentifying persons who are qualified to become Directors and todetermine the independence of Directors, while considering theirappointment as independent directors of the Company. The Policyalso provides for the factors in evaluating the suitability of IndividualBoard members with diverse background and experience that arerelevant for the Company's operations. The said policy is availableon the Company's website and can be accessed at: https://www.riil.in/pdf/policy-for-selection-of-directors.pdf
The Remuneration Policy for Directors, Key Managerial Personneland other employees sets out the guiding principles for the NRCfor recommending to the Board, the remuneration of the Directors,Key Managerial Personnel and other employees of the Company.The said policy is available on the Company's website and canbe accessed at: https://www.riil.in/pdf/remuneration-policy-for-directors-key-managerial-other-empl.pdf
There has been no change in the above two policies, during theyear under review.
The Company has a policy for performance evaluation of the Board,Committees and other Individual Directors (including independentdirectors) which includes criteria for performance evaluation ofNon-executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the NRC,the Board carried out annual performance evaluation of the Board,its Committees and Individual Directors. The independent directorscarried out annual performance evaluation of the Chairman,the non-independent directors and the Board as a whole. TheChairperson of the respective Committees shared the reporton evaluation with the respective Committee members. Theperformance of each Committee was evaluated by the Board, basedon the report of evaluation received from respective Committees.
Auditors and Auditors' Report
(i) Statutory Auditor
Chaturvedi & Shah LLP (Registration No.: 101720W/W100355),Chartered Accountants, were appointed as the Auditor of theCompany, for a term of 5 (five) consecutive years, at the AnnualGeneral Meeting held on September 28, 2022. The Auditorhave confirmed that they are not disqualified from continuingas the Auditor of the Company.
The Auditor's Report does not contain any qualification,reservation, adverse remark or disclaimer. The Notes toFinancial Statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
In accordance with the provisions of Section 148(1) of theAct, read with the Companies (Cost Records and Audit) Rules,2014, the Company has maintained cost records in its booksof account for the financial year 2025-26 in respect of itsservices of transportation of petroleum products. However, interms of the said Rules, the requirement of cost audit was notapplicable to the Company for the financial year 2025-26 asthe turnover of the Company from these services was belowthe threshold limit prescribed in the said Rules for cost audit.
In accordance with the provisions of Section 204 of the Actread with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and Regulation 24A of theListing Regulations, BNP & Associates, Practicing CompanySecretaries (Firm Registration No. P2014MH037400), wereappointed as the Secretarial Auditor of the Company for aterm of 5 (five) consecutive financial years, commencingfrom the financial year 2025-26 to the financial year 2029-30to conduct Secretarial Audit of the Company, at the AnnualGeneral Meeting held on June 26, 2025. They have confirmedtheir eligibility and qualification required under the Act andthe Listing Regulations for holding office, as the SecretarialAuditor of the Company.
The Secretarial Audit Report for the financial year 2025-26 isannexed herewith and marked as Annexure IIIto this Report.The Secretarial Audit Report does not contain any qualification,reservation, adverse remark or disclaimer.
Four meetings of the Board of Directors were held during the year.The particulars of meetings held and attendance of each Directorare detailed in the Corporate Governance Report forming part ofthis Annual Report.
Committees
The composition of the Committees as on March 31, 2026 is asunder:
The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson),Shri Achuthan Siddharth and Shri Rahul Dutt.
During the year under review, all the recommendations made bythe Audit Committee were accepted by the Board.
The Corporate Social Responsibility Committee comprisesShri Sanjiv Singh (Chairman), Shri Achuthan Siddharth andSmt. Riddhi Bhimani.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprisesShri Achuthan Siddharth (Chairman), Smt. Riddhi Bhimani andShri Rahul Dutt.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises Shri Mahesh K.Kamdar (Chairman), Shri Sanjiv Singh, Shri Achuthan Siddharth andShri Rahul Dutt.
The Risk Management Committee comprises Shri Sanjiv Singh(Chairman), Shri Vipin Chandra Sati, Shri Achuthan Siddharth,Smt. Riddhi Bhimani, Shri Praveen Baser and Shri Umesh D. Giriyan.
The Company has in place a robust Vigil Mechanism and Whistle¬Blower Policy in line with provisions of the Act and the ListingRegulations. The Ethics & Compliance Task Force ("ECTF")comprising an Executive Director as the Chairman and seniorexecutives as members, oversees and monitors the implementationof ethical business practices in the Company. The ECTF is requiredto review complaints and incidents on a quarterly basis and reportthem to the Audit Committee.
Employees and stakeholders are expected to report actual orsuspected violations of applicable laws and regulations and theCode of Conduct. Such genuine concerns (termed ReportableMatter) disclosed under the Policy are treated as "ProtectedDisclosures” and may be raised through e-mail or by letter to theECTF or to the Chairperson of the Audit Committee.
The Vigil Mechanism and Whistle-Blower Policy is available on theCompany's website and can be accessed at: https://www.riil.in/pdf/whistle-blower-policy.pdf
During the year under review, no Protected Disclosure concerningany reportable matter in accordance with the Vigil Mechanismand Whistle-Blower Policy of the Company was received by theCompany.
The Company has not given any loan or guarantee or provided anysecurity during the year under review. Particulars of investmentsmade are provided in the Standalone Financial Statement.Members may refer to Note 2, 6 and 29 to the Standalone FinancialStatement.
The particulars relating to conservation of energy, technologyabsorption and foreign exchange earnings & outgo, as required tobe disclosed under the Act are as under:
As an infrastructural facilities and support services provider,
the operations of the Company are performed in an energy
efficient manner.
(i) Steps taken to conserve energy
Old battery banks at Cathodic Protection stationsCP-3, 4, 5 and CP-6 were replaced with an energy-efficient and maintenance-friendly power storagesystem, contributing to improved energy conservationand system reliability. The new setup featured advancedcharging technology, reduced power losses and longerbattery life aligning with sustainable operation goals.
(ii) Steps taken for utilising alternate sources of energyand capital investment on energy conservationequipment
During the year under review, the Company did notundertake any capital investment related to alternateenergy sources or energy conservation equipment.
a) At CP-5, the 48V DC and 24V DC charger panelsystem was successfully upgraded as part ofour obsolescence management and technologyupgradation initiative. This enhancement wasessential to ensure reliable and uninterrupted48V DC and 24V DC power supply required for theefficient operation of sectionalising MOV actuatorsand CP system respectively.
b) At CP-5, the Supervisory Control and Data Acquisition("SCADA") interface panel was also upgraded aspart of the obsolescence management initiative. TheSCADA interface modules, which are used to connectwith the Remote Terminal Unit ("RTU") for real-timemonitoring of CP parameters in the SCADA system,were modernized to address aging and outdatedcomponents.
(ii) The benefits derived like product improvement,cost reduction, product development or importsubstitution
a) The upgrade of 48V DC and 24V DC charger panelsystem addresses previous limitations due toaging components and improves overall system
reliability, performance and maintainability. It alsoaligns with current technological standards, therebystrengthening operational continuity and reducingthe risk of power-related disruptions.
b) The upgradation of SCADA interface panel atCP-5 ensures improved reliability, seamlesscommunication and accurate real-time dataacquisition, thereby enhancing overall systemperformance and operational efficiency.
(iii) Information regarding imported technology(Imported during the last three years)
The Company has not imported any major technologyduring the last three years.
The Company has not incurred expenditure on researchand development.
Foreign Exchange earned in terms of Actual Inflows - Nil
Foreign Exchange outgo in terms of Actual Outflows -USD 28,652.91
Corporate Governance
The Company is committed to maintain the highest standards ofCorporate Governance and has also implemented several bestgovernance practices. The Corporate Governance Report as perthe Listing Regulations forms part of this Annual Report. Certificatefrom the Statutory Auditor of the Company confirming compliancewith the conditions of Corporate Governance is attached to theCorporate Governance Report.
Disclosure pursuant to para (IV) of third proviso to Section II,Part II of Schedule V to the Act relating to remuneration ofShri Vipin Chandra Sati, Executive Director of the Company iscovered in the Corporate Governance Report. For details, pleaserefer to the Corporate Governance Report forming part of thisAnnual Report.
The Annual Return of the Company as on March 31,2026 is availableon the Company's website and can be accessed at: https://www.riil.in/pdf/mgt-7-2025-26.pdf
In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, a statementshowing the names of top ten employees in terms of remunerationdrawn and the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the saidRules forms part of this Report.
Disclosures relating to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso toSection 136(1) of the Act and as advised, the Annual Reportexcluding the aforesaid information is being sent to the Membersof the Company. Any Member interested in obtaining suchinformation may address their e-mail to investor_relations@riil.in.
Prevention of sexual harassment at workplace
In accordance with the requirements of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 ("POSH Act") and Rules made thereunder, the Companyhas in place a policy which mandates no tolerance against anyconduct amounting to sexual harassment of women at workplace.The Company has an Internal Complaints Committee to redressand resolve any complaints arising under the POSH Act. Training /Awareness programs are conducted to create sensitivity towardsensuring respectable workplace.
During the year under review:
a) Number of complaints of sexual harassment received: Nil
b) Number of complaints disposed off: Nil
c) Number of cases pending for more than ninety days: Nil
The Code on Social Security, 2020 - Maternity benefit
The Company is in compliance with the applicable provisionsrelating to maternity benefits as prescribed under the MaternityBenefit Act, 1961 / the Code on Social Security, 2020.
Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions onthese matters during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. I ssue of equity shares with differential rights as to dividend,voting or otherwise.
3. Issue of shares (including sweat equity shares and ESOS) to theemployees of the Company under any scheme.
4. The Company has no holding company or subsidiary company,hence the provisions of Section 197(14) of the Act relating toreceipt of remuneration or commission by the Whole-timeDirector from holding company or subsidiary company of theCompany are not applicable to the Company.
5. No significant or material orders were passed by the Regulatorsor Courts or Tribunals, which impact the going concern statusand Company's operations in future.
6. No fraud has been reported by the Auditors to the AuditCommittee or the Board of Directors of the Company.
7. No change in the nature of business of the Company.
8. No proceeding pending under the Insolvency and BankruptcyCode, 2016.
9. No instance of one-time settlement with any Bank or FinancialInstitution.
The Board of Directors wish to place on record its deep sense ofappreciation for the committed services by all the employees of theCompany. The Board of Directors would also like to express theirsincere appreciation for the assistance and co-operation receivedfrom the government and regulatory authorities, stock exchanges,depositories, banks, customers, vendors and members during theyear under review.
For and on behalf of the Board of Directors
Chairman
Mumbai, April 15, 2026