Dear Shareowners,

Your Directors present the 97^th Annual Report and the audited financial statements for the financial year ended March 31, 2026.

The financial performance of the Company for the financial year ended March 31, 2026 is summarized below:

H ( in crore)

*Restated pursuant to the Scheme of Arrangement between the Company and its wholly owned subsidiary/change in accounting policies.

The Company is a diversified infrastructure company with capabilities across Engineering & Construction (E&C), power utilities, metro and emerging segments such as defence and renewable energy. Its core portfolio includes power distribution, urban mobility and road infrastructure. Through its distribution utilities, the Company serves a large consumer base in Delhi. It has executed the state of the art Mumbai Metro Line One project on build, own, operate and transfer basis, thereby contributing to urban connectivity and transportation efficiency.

In addition to its established businesses, the Company is proposing to strategically expand into high-growth areas such as defence manufacturing and clean energy solutions, including solar and battery storage, in alignment with national priorities.

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

The Hon'ble National Company Law Tribunal, Mumbai vide its order dated September 1, 2025, sanctioned the Scheme of Arrangement between the Company and its wholly owned subsidiary, Reliance Velocity Limited and their respective shareholders and creditors which became effective from September 30, 2025. Pursuant to the aforesaid Scheme, the Authorised Share Capital of the Company increased from H 2,050.06 crore to H 2,075.06 crore and Reliance Velocity Limited ceased to be the subsidiary of the Company from that date.

The Nomination and Remuneration Committee at its meeting held on November 11, 2025, had granted 51,20,312 options to the Eligible Employees of the Company as well as its subsidiaries pursuant to the "Reliance Infrastructure Employee Stock Options Scheme 2024". The relevant disclosures in terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") along with the Certificate from the Secretarial Auditor on implementation of the Scheme in terms of Regulation 13 of the SBEB Regulations are available on the Company's website and can be accessed at https://www.rinfra.com/web/rinfra/employee-stock-option-scheme-2024.

The company had issued & allotted 12.56 crore warrants during the financial year 2024–25 on a preferential basis of which, 1.25 crore warrants were converted to equivalent number of equity shares during the year under review resulting in consequent increase in paid up equity share capital of the company. As on March 31, 2026, 11.31 crore warrants remained outstanding which subsequently lapsed due to non-conversion within the stipulated period of 18 months.

During the financial year under review, the Company obtained an enabling authorization from the members of the Company to make an international offering of Foreign Currency Convertible Bonds / approved securities upto US$ 600 million, convertible into eligible securities of the Company, in lieu of the earlier proposal.

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

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, 2026.

The Company has complied with applicable provisions of Section 186 of the Act during the financial year. Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in Note No. 6 & 7 of the standalone financial statement.

During the financial year under review, the Company incorporated a wholly owned foreign subsidiary namely SB Holding L.L.C-FZ in Dubai. The Company's associate, Reliance Enterprises Private Limited has formed a Joint Venture namely GDL - Reliance Solar Pte Ltd at Bhutan with Green Digital Private Limited, a State Owned Enterprise of Royal Government of Bhutan.

The following Companies ceased to be the subsidiaries of the Company namely Dassault Reliance Aerospace Limited (which became an associate company), GF Toll Road Private Limited and Reliance Velocity Limited. The summary of the performance and financial position of the subsidiary companies, associates and joint ventures are presented in Form AOC-1 and in Management Discussion and Analysis report forming part of this Annual Report. The Policy for determining material subsidiary Companies as approved by the Board may be accessed on the Company's website at https://www.rinfra.com/documents/1142822/1189698/ Policy_for_Determination_of_Material_Subsidiary_updated.pdf

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2026 in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133 of the Act, read with relevant Rules and other Accounting Principles. The financial statements 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. During the year the Company has voluntarily changed its accounting policy in accordance with Ind-AS 8 (Accounting Policies, Changes in Accounting Estimates and Errors) whereby such investments are measured at fair value through Other Comprehensive Income (OCI) under Ind AS 109 (Financial Instruments). The impact of change is only on the stand-alone financials and there is no impact on Consolidated Financial Statement, as changes in the fair value of investments in subsidiaries' equity shares are eliminated on consolidation.

Shri Rajesh Kumar Dhingra was appointed as Non-Executive Non-Independent Director liable to retire by rotation, on the Board of the Company with effect from April 03, 2025.

Shri Vijesh Babu Thota, Chief Financial Officer was appointed as Manager of the Company with effect from April 01, 2025, for a period of 90 days. Further, he was also appointed as Executive Director of the Company with effect from May 23, 2025, liable to retire by rotation. Upon his appointment as Executive Director of the Company on May 23, 2025, he vacated the office of Manager. The members of the Company had approved the appointment of Shri Rajesh Kumar Dhingra and Shri Vijesh Babu Thota vide resolutions passed on June 29, 2025. Shri Vijesh Babu Thota continued to act as Chief Financial Officer of the Company till May 23, 2026, where he ceased to be the Chief Financial Officer upon elevation as Chief Executive Officer of the Company. Shri Punit Garg ceased to be the Executive Director and CEO with effect from April 01, 2025. Shri Partha Pratim Sarma, ceased to be non-executive director of the Company pursuant to retirement by rotation at the 96^th Annual General Meeting (AGM) and was not reappointed. The Board places on record its sincere appreciation for the valuable contribution made by the outgoing directors during their tenure as Directors and Key Managerial Personnel 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.

Shri Vijesh Babu Thota, Executive Director & Chief Executive Officer, Shri Paresh Rathod, Company Secretary and Shri Asheesh Chaturvedi, who was appointed as Chief Financial Officer with effect from May 23, 2026, are the Key Managerial Personnel of the Company.

The Nomination and Remuneration Committee of the Board has devised a framework 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 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.

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. 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 Directors, Key Managerial Personnel and Senior Management, their performance assessment and retention features. The policy has been put up on the Company's website at https://www.rinfra. com/ documents/1142822/10641881/Remuneration-Policy.pdf

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, 2026, 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, 2026 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, 2026, on a going concern basis; (v) The Directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and (vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

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

During the financial year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions and as specified in Schedule XII of the Listing Regulations, or which is required to be reported in Form AOC – 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014, as amended.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link: https://www.rinfra.com/ documents/1142822/1189698/Related_Party_Transactions_ Policy_updated.pdf

Your Directors draw attention of the Members to Note No. 33 to the standalone financial statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

During the financial year under review, actions were initiated against the Company by various regulatory authorities. Directorate of Enforcement (ED) conducted search and seizure under the Prevention of Money Laundering Act, 2002 (PMLA) and under Foreign Exchange Management Act, 1999 against the Company / its subsidiaries and also provisionally attached certain assets of the Company. A Show Cause Notice was issued by SEBI for alleged violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003 read with SEBI Act, 1992. A communication was received from Serious Fraud Investigation Office of Ministry of corporate Affairs, seeking various information pertaining to the affairs and operations of the Company. After the end of the financial year, one of the provisional attachment order passed by ED with regard to certain immovable properties of the Company was confirmed by the Adjudicating Authority under PMLA for a period of 365 days. Further the Company received another Show Cause Notice from SEBI alleging violations of Regulation 30 of the Listing Regulations read with the SEBI Circular dated November 11, 2024, as well as Regulations 4(1) (c) and 4(1)(e) of the Listing Regulations.

The Company has taken all appropriate steps including pursuing remedies available under the applicable law in order to protect and safeguard its interests, including the interest of all its shareholders and other stakeholders. The Company continues to cooperate fully with the concerned authorities and remains committed to maintaining the highest standards of corporate governance, transparency and regulatory compliance.

There were no other 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.

During the financial year ended March 31, 2026, Twelve 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.

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

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

M/s. Chaturvedi & Shah LLP, Chartered Accountants were reappointed as Statutory Auditors of the Company at the previous annual general meeting of the Company for a second term of five consecutive years. The statutory auditors filed a report under Section 143(12) of the Act in Form ADT-4 with the Ministry of Corporate Affairs on account of the allegations in the Show Cause notice issued by SEBI to the Company and thereafter resigned as Statutory Auditors of the Company effective upon the completion of the statutory audit for the financial year ended March 31, 2026. The Company has obtained opinion of the independent experts who carried out an in-depth examination of the matter and the issues raised by the statutory auditors and have opined that there was no matter attracting Section 143(12) of the Act. Accordingly, the Company has raised objection against the actions of the Statutory Auditors and has also filed a complaint with the appropriate authority.

To fill in the casual vacancy created as above, the Board, upon recommendation of the Audit Committee, at its meeting held on May 23, 2026 appointed M/s Paresh Rakesh & Associates LLP, Chartered Accountants (Firm Registration No. 119728W / W100743) as Statutory Auditors of the Company to hold office upto the ensuing Annual General Meeting and thereafter be appointed for a term of five consecutive years until the conclusion of 102nd AGM, subject to the approval of the members of the Company.

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

The Statutory Auditors, in their report to the Members, have given qualification / disclaimer of opinion. The statement on impact of audit qualification on the stand alone and consolidated financial statements containing, inter alia, the details of audit qualification / disclaimer of opinion and management's views thereon is annexed to the standalone Financial Statements and to consolidated financial statements. The same be treated as explanation by the Board in terms of section 134 of the Act. The Auditor's observation/comment in their report with reference to the audit trail are explained in Note no. 45 & 52 of the notes to standalone and consolidated financial statements respectively which are self-explanatory.

Pursuant to the provisions of Section 148 the Act and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s. Talati & Associates, Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit of the Engineering & Construction Division of the Company for the financial year ending March 31, 2027, and their remuneration is subject to ratification by the Members at the ensuing AGM of the Company.

The provisions of Section 148(1) of the Act continue to apply to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable services for the financial year ended March 31, 2026.

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

The Members of the Company at the AGM held on August 08, 2025 had approved the appointment of M/s. Ajay Kumar & Co. Practicing Company Secretaries as Secretarial Auditors of the Company, to conduct secretarial audit of the Company for a period of five consecutive financial years commencing from April 01, 2025 till March 31, 2030. M/s. Ajay Kumar & Co vide letter dated January 27, 2026 resigned as Secretarial Auditor of the Company owing to certain urgent personal problems. The Secretarial auditor had confirmed that there was no other reason for resignation other than as stated above. To fill up the casual vacancy, the Board of Directors at their meeting held on March 30, 2026 has approved the appointment of M/s. Vijay S. Tiwari & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2025-26 to hold office until the conclusion of the ensuing Annual General Meeting of the Company.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations requiring the appointment of Secretarial Auditors by the Members of the Company, the Board of Directors have approved and recommended the appointment of Vijay S. Tiwari & Associates, Practising Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 01, 2026 till March 31, 2031, for approval of the members at the ensuing AGM.

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, 2026. The Audit Report of the Secretarial Auditors of the Company and its material subsidiaries for the financial year ended March 31, 2026 are attached hereto as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report from the Secretarial Auditors on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under. The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Pursuant to section 92 (3) read with Section 134 (3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website and can be accessed at https://www.rinfra. com/web/rinfra/annual-return.

In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the aforesaid rules, also forms part of this Annual Report.

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

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.

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. Vijay S. Tiwari & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed with this Report.

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

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

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

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

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

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.

The Company has constituted Corporate Social Responsibility ("CSR") and Sustainability Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. At present, the CSR and Sustainability Committee of the Board consists of Ms. Chhaya Virani, as Chairperson, Ms. Manjari Kacker, Shri V. S. Verma, Dr. Thomas Mathew and Shri Vijesh Babu Thota, as the Members. The Annual Report on CSR activities is given in Annexure C. The CSR policy formulated by the Committee may be accessed on the Company's website at the link: https:// www.rinfra.com/ documents/1142822/1189698/Rinfra_ CSRPolicy_revised.pdf

During the year no order has been passed by the Regulators or Courts or Tribunal which has impact on going concern status of the Company and its operations.

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

Pursuant to an application under Section 9 of Insolvency and Bankruptcy Code, 2016 filed by a creditor, the National Company Law Tribunal, Mumbai (NCLT) passed an order dated May 30, 2025 admitting the Company into Corporate Insolvency Resolution Process (CIRP). The Company, having already made full payment of the entire amount claimed by the creditors, preferred an appeal before the Hon'ble National Company Law Appellate Tribunal, New Delhi (NCLAT). The NCLAT, vide its order dated June 4, 2025, was pleased to suspend the impugned order and vide order dated July 18, 2025, to stay the said order and the CIRP against the Company until further orders. The matter is currently pending. In another matter which was earlier disposed-off by NCLT vide its order dated August 21, 2025 on account of settlement between the parties, the operational creditor has filed a restoration application and the same is pending.

During the financial year under review, the Company has not transferred any amounts to reserves; not issued any equity shares with differential rights as to dividend, voting or otherwise, nor issued any sweat equity shares to its Directors or Employees or changed its nature of business. Additionally, the Company did not enter into any agreement for one-time settlement with any Bank or Financial Institution.

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.