Reliance Infrastructure Ltd Directors Report

Dear Shareowners,

Your Directors present the 95^th Annual Report and the audited financial statements for the financial year ended March 31, 2024.

Financial performance and state of the Companys affairs

The financial performance of the Company for the Financial Year ended March 31, 2024 is summarized below:

( in crore)

Particulars	Financial year ended March 31, 2024		Financial year ended March 31, 2023
	Standalone	Consolidated	Standalone	Consolidated
Total Income	748	22,519	1,108	21,161
Gross Profit / (Loss) before depreciation and Exceptional Items	(808)	908	(784)	1,375
Depreciation and Amortisation	16	1,503	27	1,448
Exceptional Items-(Expenses)/Income	(1,114)	(10)	(2,393)	(2,393)
Profit/(Loss) before taxation	(1,938)	(605)	(3,204)	(2,466)
Tax expenses (Net) (including deferred tax and tax for earlier years)	(8)	41	(6)	7
Profit/(Loss) after taxation before share of associates and
non-controlling interest	(1,930)	(646)	(3,198)	(2,473)
Profit/(Loss) after taxation after share of associates and
non-controlling interest	(1,930)	(1,609)	(3,198)	(3,221)

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 infrastructural areas like Metro, Toll Roads and Airports 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 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, ("Listing Regulations"), is presented in a separate section forming part of this Annual Report.

Issue of Equity Shares on preferential basis

During the year under review, Company issued and allotted 4.43 crore equity shares of 10 each to Reliance Commercial Finance Limited, a wholly owned subsidiary of Authum Investment

& Infrastructure Limited, consequent upon conversion/ appropriation of its existing outstanding dues at an issue price of 201 per share (including premium of 191 per share) by way of a preferential issue on a private placement basis in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The aforesaid equity shares rank pari-passu in all aspects with the existing equity shares of the Company.

Post completion of the issuance, the equity paid up share capital of the Company has increased from 351.79 crore divided into 35,17,90,000 equity shares of 10/- each to 396.13 crore divided into 39,61,31,194 equity shares of 10/- each.

Dividend

During the 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 Companys 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, 2024.

Particulars of Loans, Guarantees or Investments

The Company has complied with applicable provisions of Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in Note No. 7 of the standalone financial statement.

Subsidiary Companies, Associates and Joint venture

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 Companys 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, 2024, 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.

Directors

In terms of the provisions of the Act, Shri Sateesh Seth, Non- Executive Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Shri Dalip Kumar Kaul, representative of the Axis Trustee Services Limited, Trustee to the Non-Convertible Debentures issued by the Company, was appointed as Nominee Director with effect from November 8, 2023 pursuant to applicable provisions of the Articles of Association and Debenture Trust Deed.

Shri Virendra Singh Verma was appointed as an Additional Director in the capacity of Independent Director with effect from May 30, 2024 for a term of five consecutive years subject to the approval of members at the ensuing Annual General Meeting. Further, Shri K Ravikumar ceases to be Independent Director of the Company with effect from June 14, 2024 upon attaining 75 years of age and consequent completion of his second tenure as an Independent Director. The Board places on record its sincere appreciation for the valuable contribution made by Shri K Ravikumar as Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company at the link https://www.rinfra. com/documents/1142822/1189698/Rinfra_Familiarisation_ Programme.pdf In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations and are independent of the management.

Key Managerial Personnel

Shri Punit Garg, Executive Director and Chief Executive Officer, Shri Vijesh Babu Thota, Chief Financial Officer and Shri Paresh Rathod, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of the Board collectively, the Directors individually (except the Nominee Director) as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board/Committee processes and information provided to the Board, etc.

Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors and the performance of the Board as a whole.

Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The policy inter alia, covers the details of the remuneration of Non-Executive Directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The policy has been put up on the Companys website at: https://www.rinfra.com/ documents/1142822/10641881/Remuneration-Policy.pdf.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that: i. in the preparation of the annual financial statement for the Financial Year ended March 31, 2024, the applicable 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, 2024 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, 2024, 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

15 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 arms 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 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 (transactions where the value exceeds 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 Companys 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 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. However, in the arbitration dispute between Delhi Airport Metro Express Private Limited (DAMEPL), a subsidiary of the Company, and Delhi Metro Rail Corporation (DMRC), the Honble Supreme Court of India passed a judgment on April 10, 2024, allowing the Curative Petition filed against DAMEPL.

Given the unprecedented and complex nature of the legal proceedings, judgments, and the significant uncertainty arising therefrom, the Company has made a provision for impairment of

858 crore against its remaining investment in DAMEPL and 19.36 crore for bank guarantees given for DAMEPL.

Furthermore, the Company has assessed and evaluated the conditions required for control over its subsidiary for consolidation as per Ind AS 110, "Consolidated Financial Statements." Since at least one or more conditions required for consolidation are not met in the case of DAMEPL, DAMEPLs financial statements have been excluded from the consolidated financial statement of the

Holding Company effective March 31, 2024, based on expert opinion. Accordingly, a charge of 58.20 crore on account of deconsolidation has also been recognized.

Meetings of the Board

During the Financial Year ended March 31, 2024, five 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 majority of Independent Directors namely Ms. Manjari Kacker as Chairperson, Shri S S Kohli, Shri K Ravikumar, Ms. Chhaya Virani, Shri V S Verma, Shri Dalip Kumar Kaul, Nominee Director, and Shri Punit Garg, Executive Director and Chief Executive Officer, as members.

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

Auditors and Auditors Report

M/s. Chaturvedi & Shah LLP, Chartered Accountants were appointed as Statutory auditors of the Company at the 91^st Annual General Meeting of the Company held on June 23, 2020, to hold office for a term of 5 years until the conclusion of 96^th Annual General Meeting of the Company.

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

The Auditors in their report to the Members have given Disclaimer of Opinion. In this regard it is stated that: The Company had extended support to an independent Engineering, Procurement and Construction (EPC) company which has been engaged in undertaking contracts and works for large number of varied infrastructure projects which were proposed and/or under development by the Company, its subsidiaries and associates, by way of project advances, inter corporate deposits and subscription to debentures. The total exposure of the Company as on March 31, 2024 is 6,503.21 crore (net of provision of 3,972.17 crore). The Company has also provided corporate guarantees aggregating to 1,216 crore towards borrowings of the EPC Company. During the year, the Company has initiated pre-institution mediation proceedings in accordance with procedure laid down under Section 12A, Commercial Courts Act 2015 before the Main Mediation Centre, Bombay High Court prior to filing of a Commercial Suit against the EPC Company for recovery of its dues. Considering the same, the provision made is adequate to deal with contingency relating to recovery from the EPC Company. The Company had further provided corporate guarantees of 285 crore on behalf of a company towards its borrowings. As per the reasonable estimate, it does not expect any obligation against the above guarantee amount.

During the year ended March 31, 2020 3,050.98 crore being the loss on invocation of pledge of shares of Reliance Power Limited (RPower) held by the Company has been adjusted against the capital reserve. Accoridng to us, this is an extremely rare circumstance where even though the value of long term strategic investment is high, the same is being disposed off by the lender 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 RPower had reduced to 12.77% of its paid-up share capital. Accordingly, in terms of Ind AS 28 on Investments in Associates, RPower ceased to be an associate of the Company. Although this being strategic investment and Company continues to be promoter of the RPower, due to the invocations of the shares by the lenders for the reasons beyond the control of the Company, the balance investments in RPower have been carried at fair value in accordance with Ind AS 109 on financial instruments and valued at current market price and loss of 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 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, 2025, and their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting 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, 2024.

Secretarial Standards

During the 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 has appointed M/s. Ashita Kaul & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. 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, 2024. The Audit Report of the Secretarial Auditors of the Company and its material subsidiaries for the Financial Year ended March 31, 2024 are attached hereto as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary 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.

Annual Return

Pursuant to section 92 (3) read with Section 134 (3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, 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 Companys website at the link: https://www.rinfra.com/documents/1142822/1189698/ Whistle_Blower_Policy_updated.pdf

Risk Management

The Board of the Company has constituted a Risk Management Committee which consists of Independent Directors and also few senior managerial personnel 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 Companys 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. During the year, no such complaints were received. The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 Shri S S Kohli, as Chairman, Ms. Manjari Kacker, Shri K Ravikumar, Ms. Chhaya Virani, Shri V S Verma and Shri Punit Garg 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 Companys 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 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

There were four matters filed and pending against the Company under the Insolvency and Bankruptcy Code, 2016 at the start of the financial year. During the year, one matter was disposed off as withdrawn due to settlement. Two new applications were filed against the Company in the last financial year. As at the end of the financial year, five matters are pending by operational creditors. None of these matters have been admitted. The Company is either contesting as the liabilities are disputed and/or taking steps to settle the pending matters.

General

During the 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; not issued any sweat equity shares to its Directors or Employees/shares under Employee Stock Option Scheme nor carried out any one time settlement with any bank or financial institution.

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
	Punit Garg	Manjari Kacker
	Executive Director	Director
	and Chief Executive Officer
Place: Mumbai
Date: May 30,2024