As on: Jun 28, 2026 05:15 AM
Dear Members,
The Board of Directors present the Company's Thirty-eighth Annual Report and the Company's audited financial statements for the financial year ended March 31, 2026.
Financial Results
The Company's financial performance (standalone and consolidated) for the year ended March 31, 2026 is summarised below:
Figures in brackets represent deductions * For Financial Year 2024-25 $ For Financial Year 2023-24 ^ Subject to rounding off differences
Dividend
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 the financial year ended March 31, 2026 (last year _ 3.50 per equity share of _ 10/- each fully paid-up). Dividend payment is subject to approval of Members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Policy is available on the Company's website and can be accessed at: http://www.riil.in/pdf/ dividend-distribution-policy.pdf
Details of material changes from the end of the financial year
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.
Change in situation of Registered office of the Company
During the year under review, the situation of Registered office the Company was changed from NKM International House, 5 th Floor, 178 Backbay Reclamation, Behind LIC Yogakshema Building, Babubhai Chinai Road, Mumbai - 400 020 to 4 th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai – 400 002, effective November 1, 2025.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations 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 as compared to _ 983 lakh in the previous year. Revenue from transportation services was _ 3,329 lakh as compared to _ 3,317 lakh in the previous year. Revenue from infrastructure support services and other operating income was _ 1,213 lakh as compared to
_ 1,632 lakh in the previous year, following the completion of certain fixed-term contracts.
The Company continues to provide infrastructure facilities and support services which include pipelines for transportation of petroleum products, natural gas & raw water and other infrastructure support services mainly to Reliance Industries Limited.
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 against 3.1% in the previous year, primarily due to improved profitability on account of effective cost rationalisation, specifically through reduction in other expenses.
Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios along with detailed explanation is given below:
• The current ratio increased to 9.14 in FY 2025-26 as against 4.12 in the previous year due to reclassification of investments from non current to current on account of maturity falling within 12 months, along with reduction of current liabilities during the year.
• The net capital turnover ratio declined to 0.15 in FY 2025-26 as against 0.27 in the previous year due to a substantial increase in working capital, mainly from higher current assets, coupled with a marginal decrease in net sales during the year.
• Return on Capital Employed decreased to (664.1%) in FY 2025-26 as against 286.8% in the previous year due to reduced revenue from operations and capital employed.
The Company continues to maintain its conservative financial Profile and funds its requirements through internal accruals.
Industry Structure, Developments, Opportunities and Outlook
The global business environment in FY 2025-26 remained challenging. Ongoing conflicts in the Middle East and Eastern Europe continued to disrupt freight corridors and commodity markets, with no clear resolution in sight.
For India, the external turbulence has had a dual effect. Persistent supply chain disruptions have prompted a broader rethink of import dependencies, while also strengthening the case for domestic infrastructure capacity. The government's continued prioritization of capital expenditure in roads, ports, pipelines and logistics has supported the broader momentum of infrastructure development in the country. India's infrastructure sector has held up reasonably well, though execution gaps and cost pressures persist. 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 the inherent challenges of infrastructure development. Environmental assessments and sustainability compliance have become substantive cost items, while the regulatory and reputational considerations in this area represent material risk factors for the sector. Availability of skilled labour and volatility in input costs add further complexity to the overall business environment.
The management team brings relevant experience and operational depth to navigate the risks inherent in infrastructure development.
Strong governance structures and prudent financial management remain central to how the Company approaches project delivery and operational continuity. The management continuously evaluates evolving risk factors, with governance structures designed to ensure oversight and accountability across the business.
Human Resource Development
The Company's workforce remains stable and consistent with the nature of its business model. The Company places emphasis on maintaining a workforce that is technically capable and operationally effective, in line with the scale and nature of its business.
Internal Controls
The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives: • providing assurance regarding the effectiveness and efficiency of operations; • efficient use and safeguarding of resources; • compliance with policies, procedures and applicable laws and regulations; and • transactions being accurately recorded and promptly reported. The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that systems and processes are followed across all areas.
The Audit Committee regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee. The Company also has a robust budgetary control system to monitor expenditure against approved budgets on an ongoing basis.
Internal Financial Controls
Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement. Assurance to the Board on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and operating effectively as intended.
Risk Management
The Company has in place a Risk Management Policy commensurate with its size and operations, providing a structured framework to identify, assess and mitigate risks across safety, health and environment, operational, strategic, financial, regulatory, security, property and reputational domains. The Risk Management Committee oversees the Identification, monitoring and reporting of risks, and regularly updates the Board of Directors on mitigation measures.
Given below are significant potential risks to the Company and measures in place to mitigate them:
Operational Risk: Pipeline operations may be disrupted due to natural calamities, equipment failures, or unforeseen events. A key risk is third-party damage to pipelines in high consequence areas. This is mitigated through regular line patrolling, strict adherence to applicable standard operating procedures for close monitoring of third-party activities, if any, and stakeholder awareness programs. Pipeline integrity is further ensured through periodic inspections and external audits in compliance with regulatory requirements.
Safety, Health and Environment Risks: Pipeline transportation of petroleum products and natural gas involves inherent hazards, including risks of accidents, leakages or external threats, which may impact life, property and the environment. The Company addresses these risks through structured inspections, hazard Identification, root cause analysis and implementation of preventive measures.
A comprehensive insurance cover is also in place to mitigate potential financial exposures arising from such risks.
Consolidated Financial Statement
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 in Associates and Joint Ventures, the audited Consolidated Financial Statement forms part of this Annual Report.
Subsidiary, Joint Venture and Associate Company
The Company did not have any subsidiary or joint venture during the year under review. The Company has one Associate Company, Reliance Europe Limited.
A statement providing details of performance and salient features of the financial statement of the Associate Company as per Section 129(3) of the Act, is provided as Annexure 'A' to the audited Consolidated Financial Statement and therefore not repeated in this Report to avoid duplication.
The Audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto forms part of this Annual Report and is also available on the Company's website and can be accessed at: https://www.riil.in/pdf/Annual-Report-2025-26.pdf
Secretarial Standards
The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
Directors' Responsibility Statement
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 under Schedule III to the Act have been followed and there are no material departures from the same; b) the Directors have 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, 2026 and of the Profit of the Company for the year ended on that date; c) the Directors have 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; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Business Responsibility and Sustainability Report
In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company's website and can be accessed at: https://www.riil.in/pdf/riil-business- responsibility-and-sustainability-report-2025-26.pdf
Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the year with related parties were in the ordinary course of business and on arms' length basis and do not have potential conflict with interest of the Company at large.
Details of the contracts / arrangements / transactions with related parties which are required to be reported in Form No. 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 are annexed herewith and marked as Annexure I to this Report.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is 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 Financial Statement which sets out related party disclosures pursuant to Ind AS.
Corporate Social Responsibility
During the year under review, the Board of Directors, on the recommendation of the Corporate Social Responsibility ("CSR") Committee, approved certain amendments to the Company's CSR Policy to align it with applicable provisions of the law. The revised Policy is available on the Company's website and can be accessed at http://www.riil.in/pdf/csr_policy.pdf.
The CSR policy sets out the guiding principles for the CSR Committee, inter-alia , in relation to the activities to be undertaken by the Company, as per Schedule VII to the Act, CSR Governance and implementation, Composition of Committee and monitoring of CSR activities.
The key philosophy of the CSR initiative of the Company is to promote development through social and economic transformation.
The Company has, inter-alia , identified following areas in which it may engage for its CSR activities:
• Addressing identified needs of the underprivileged through initiatives directed towards promoting health, including preventive health care;
• Environmental sustainability and ecological balance; and
• Any other activity falling within the scope of Schedule VII to the Act.
During the year under review, the Company has spent _ 30 lakh (2.39% of the average net Profits of the immediately preceding three financial years) towards identified and approved CSR initiatives covered under Schedule VII to the Act, through implementing Agency.
The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this Report.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Sanjiv Singh (DIN: 05280701), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee ("NRC") , has recommended his appointment.
The Company has received declarations from all the independent directors of the Company confirming that: i. they meet the criteria of independence prescribed under the Act 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 Personnel and other employees.
The Policy for Appointment of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company. The Policy also provides for the factors in evaluating the suitability of Individual Board members with diverse background and experience that are relevant for the Company's operations. The said policy is available on 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 Personnel and other employees sets out the guiding principles for the NRC for 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 can be 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 the year under review.
Performance Evaluation
The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors (including independent directors) which includes criteria for performance evaluation of Non-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 directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on 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 the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 28, 2022. The Auditor have confirmed that they are not disqualified from continuing as the Auditor of the Company.
The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.
(ii) Cost Auditor
In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records in its books of account for the financial year 2025-26 in respect of its services of transportation of petroleum products. However, in terms of the said Rules, the requirement of cost audit was not applicable to the Company for the financial year 2025-26 as the turnover of the Company from these services was below the threshold limit prescribed in the said Rules for cost audit.
(iii) Secretarial Auditor
In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, BNP & Associates, Practicing Company Secretaries (Firm Registration No. P2014MH037400), were appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company, at the Annual General Meeting held on June 26, 2025. They have confirmed their eligibility and qualification required under the Act and the Listing Regulations for holding office, as the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year 2025-26 is annexed herewith and marked as Annexure III to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Disclosures
Meetings of the Board
Four meetings of the Board of Directors were held during the year. The particulars of meetings held and attendance of each Director are detailed in the Corporate Governance Report forming part of this Annual Report.
Committees
The composition of the Committees as on March 31, 2026 is as under:
Audit Committee
The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson), Shri Achuthan Siddharth and Shri Rahul Dutt. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises Shri Sanjiv Singh (Chairman), Shri Achuthan Siddharth and Smt. Riddhi Bhimani.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Shri Achuthan Siddharth (Chairman), Smt. Riddhi Bhimani and Shri Rahul Dutt.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises Shri Mahesh K. Kamdar (Chairman), Shri Sanjiv Singh, Shri Achuthan Siddharth and Shri Rahul Dutt.
Risk Management Committee
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.
Vigil Mechanism and Whistle-Blower Policy
The Company has in place a robust Vigil Mechanism and Whistle-Blower Policy in line with provisions of the Act and the Listing Regulations. The Ethics & Compliance Task Force ("ECTF") comprising an Executive Director as the Chairman and senior executives as members, oversees and monitors the implementation of ethical business practices in the Company. The ECTF is required to review complaints and incidents on a quarterly basis and report them to the Audit Committee. Employees and stakeholders are expected to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed under the Policy are treated as " Protected Disclosures " and may be raised through e-mail or by letter to the ECTF or to the Chairperson of the Audit Committee.
The Vigil Mechanism and Whistle-Blower Policy is available on the Company's website and can be accessed at: https://www.riil.in/pdf/ whistle-blower-policy.pdf During the year under review, no Protected Disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle-Blower Policy of the Company was received by the Company.
Particulars of loans given, investments made, guarantees given and securities provided
The Company has not given any loan or guarantee or provided any security during the year under review. Particulars of investments made are provided in the Standalone Financial Statement. Members may refer to Note 2, 6 and 29 to the Standalone Financial Statement.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, as required to be disclosed under the Act are as under:
A. Conservation of Energy
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 stations CP-3, 4, 5 and CP-6 were replaced with an energy-efficient and maintenance-friendly power storage system, contributing to improved energy conservation and system reliability. The new setup featured advanced charging technology, reduced power losses and longer battery life aligning with sustainable operation goals.
(ii) Steps taken for utilising alternate sources of energy and capital investment on energy conservation equipment
During the year under review, the Company did not undertake any capital investment related to alternate energy sources or energy conservation equipment.
B. Technology absorption
(i) Major efforts made towards technology absorption a) At CP-5, the 48V DC and 24V DC charger panel system was successfully upgraded as part of our obsolescence management and technology upgradation initiative. This enhancement was essential to ensure reliable and uninterrupted 48V DC and 24V DC power supply required for the efficient operation of sectionalising MOV actuators and CP system respectively. b) At CP-5, the Supervisory Control and Data Acquisition ("SCADA") interface panel was also upgraded as part of the obsolescence management initiative. The SCADA interface modules, which are used to connect with the Remote Terminal Unit ("RTU") for real-time monitoring of CP parameters in the SCADA system, were modernized to address aging and outdated components.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution a) The upgrade of 48V DC and 24V DC charger panel system addresses previous limitations due to aging components and improves overall system reliability, performance and maintainability. It also aligns with current technological standards, thereby strengthening operational continuity and reducing the risk of power-related disruptions.
b) The upgradation of SCADA interface panel at CP-5 ensures improved reliability, seamless communication and accurate real-time data acquisition, thereby enhancing overall system performance and operational efficiency.
(iii) Information regarding imported technology (Imported during the last three years)
The Company has not imported any major technology during the last three years.
(iv) Expenditure incurred on research and development The Company has not incurred expenditure on research and development.
C. Foreign Exchange Earnings and Outgo
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 of Corporate Governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report. Certificate from the Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report. Disclosure pursuant to para (IV) of third proviso to Section II, Part II of Schedule V to the Act relating to remuneration of Shri Vipin Chandra Sati, Executive Director of the Company is covered in the Corporate Governance Report. For details, please refer to the Corporate Governance Report forming part of this Annual Report.
Annual Return
The Annual Return of the Company as on March 31, 2026 is available on the Company's website and can be accessed at: https://www.riil. in/pdf/mgt-7-2025-26.pdf
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report.
Disclosures relating to 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 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their e-mail to investor_relations@riil.in.
Prevention of sexual harassment at workplace
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has an Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted to create sensitivity towards ensuring 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 provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 / the Code on Social Security, 2020.
General
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares and ESOS) to the employees 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 to receipt of remuneration or commission by the Whole-time Director from holding company or subsidiary company of the Company are not applicable to the Company.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Company's operations in future.
6. No fraud has been reported by the Auditors to the Audit Committee 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 Bankruptcy Code, 2016.
9. No instance of one-time settlement with any Bank or Financial Institution.
Acknowledgement
The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchanges, depositories, banks, customers, vendors and members during the year under review.
For and on behalf of the Board of Directors
Mahesh K. Kamdar
Chairman
Mumbai, April 15, 2026
Annexure I
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under fourth proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis:
Not Applicable
2. Details of material contracts or arrangements or transactions at arm's length basis:
Number of material contracts or arrangements or transactions at arm's length basis: 1 (One)
a) Corporate identity number (CIN):
L17110MH1973PLC019786
b) Name(s) of the related party:
Reliance Industries Limited ("RIL").
c) Nature of relationship:
Investing Company / Entity Exercising Significant Influence / Promoter
d) Nature of contracts / arrangements / transactions:
Agreements for providing infrastructural facilities and support services.
e) Duration of the contracts / arrangements / transactions:
The transactions between the Company and RIL are continuing business arrangements.
f) Salient terms of the contracts or arrangements or transactions including actual / expected contractual amount:
Agreements with RIL is for transportation of petroleum products, natural gas and raw water through the Company's pipeline systems and providing other infrastructure support services. Aggregate value of income from product transportation and infrastructure support services for FY 2025-26 – _ 45 33 lakh.
g) Date(s) of approval by the Board:
Transactions of the Company with RIL are on arm's length basis and in ordinary course of business, and were approved by Board of Directors on January 13, 2014 and by the Members at the 27 th Annual General Meeting of the Company held on September 9, 2015. h) Amount paid as advances, if any:
Nil
Annexure II
Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2025-26
1. Brief outline on CSR Policy of the Company:
Refer Section: Corporate Social Responsibility (CSR) in the Board's Report
2. Composition of CSR Committee:
3. Provide the weblink(s) where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company:
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:
Not Applicable for the financial year under review.
5. (a) Average net Profit of the company as per sub-section (5) of Section 135: _ 1253.63 lakh
(b) Two percent of average net Profit of the Company as per sub-section (5) of Section 135: _ 25.07 lakh (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil # (e) Total CSR obligation for the financial year [(b) + (c) - (d)]: _ 25.07 lakh
# For FY 2024-25, the CSR obligation was _ 25.64 lakh and the Company spent _ 30 lakh. The excess amount spent by the Company has not been set-off.
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): _ 30 lakh (spent on other than ongoing project)
(b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Nil
(d) Total amount spent for the Financial Year [(a) + (b) + (c)]: _ 30 lakh
(e) CSR amount spent or unspent for the Financial Year:
(f) Excess amount for set off, if any:
7. Details of Unspent CSR amount for the preceding three Financial Years:
8. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year:
No
If Yes, enter the number of Capital assets created / acquired: Not Applicable
Furnish the details relating to such asset(s) so created or acquired through CSR amount spent in the Financial Year:
9. Specify the reason(s), if the company has failed to spend two per cent of the average net Profit as per sub-section (5) of section 135:
Annexure III
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members of,
Reliance Industrial Infrastructure Limited
4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai – 400 002.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Reliance Industrial Infrastructure Limited having (CIN: - L60300MH1988PLC049019) (hereinafter called'the Company') for the Financial Year ended March 31, 2026 (the 'Audit Period'). We have conducted the Secretarial Audit in a manner that provided us with a reasonable basis for evaluating the Company's corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns _led and other records maintained by the Company and also the information provided by, its Officers, agents and authorized representatives during our conduct of Secretarial Audit, we hereby report that, in our opinion, the Company has, during the Audit Period, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanisms in place, to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns _led and other records maintained by the Company for the Audit Period according to the provisions of: (i) The Companies Act, 2013 (the 'Act') and the Rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act (FEMA), 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
During the Audit Period under review, provisions of the following Regulations were not applicable to the Company: (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; and (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 regarding the Companies Act and dealing with client.
We have also examined compliance by the Company with the applicable clauses of the following: (i) Secretarial Standards with respect to the Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) of members issued by the Institute of Company Secretaries of India; and (ii) The Listing Agreement entered into by the Company with Stock Exchange(s).
During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc., mentioned above. We further report that , the Company has identified the following laws as specifically applicable to the Company: (i) Petroleum Act, 1934 and Rules made thereunder; and (ii) The Petroleum and Natural Gas Regulatory Board Act, 2006 and the Rules made thereunder.
The Company has provided us with a Certificate to the effect that due compliance has been ensured in respect of the above laws, reliance on which has been placed by us.
We further report that-
The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors, including Independent Woman Director. The changes in composition of the Board of Directors that took place during the Audit Period were carried out in compliance with the provisions of the Act.
Adequate notice along with Agenda and the detailed notes to Agenda, of at least seven days in advance, was given to all the directors to enable them to plan their schedule for the meetings of the Board and the Committees constituted by the Board, as required under the Act and the Secretarial Standard on meetings of the Board of Directors.
We further report that , a system exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and to ensure their meaningful participation at the meetings.
All decisions made at Meetings of the Board and Committees constituted by the Board have unanimous consent of directors (excluding the directors who were concerned or interested in specific items) as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.
We further report that , there are adequate systems and processes prevalent in the Company, which are commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Annexure to the Secretarial Audit Report To, The Members of, Reliance Industrial Infrastructure Limited
4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai – 400 002
Re.: Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.
3. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are reflected therein. We have also examined the compliance procedures followed by the Company. We believe that the processes and practices we followed, provide a reasonable basis for our opinion.
4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
5. We have obtained the management's representation about the compliance of laws, rules and regulations and happening of events, wherever required.
6. Our Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Click here to visit SEBI Scores