Dear Shareowners,

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

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

( H in crore)

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

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.

In October, 2024, the Company issued and allotted 12.56 crore warrants at an issue Price of H 240 each, convertible into equivalent number of equity shares of the Company on preferential basis to a promoter group entity and two other investors, wherein an amount equivalent to 25% of the Issue Price was paid on subscription and the balance 75% is to be paid by warrant holder(s) on or before conversion, within a period of 18 months from the date of allotment.

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

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

During the financial year, the Company has fully settled the entire obligations with respect to its borrowings from Life Insurance Corporation of India, Edelweiss Asset Reconstruction Company Limited, IDBI Trusteeship Services Limited and Jammu and Kashmir Bank Limited in accordance with the respective settlement agreements executed with them. At the time of settlement of the above debts, the valuation of security has depleted by 30 percent of its original value, based on the book value of the assets due to business losses of the Company. The overall debt obligations of the Company from bank and financial institutions have reduced from H 3,383 crore as at the beginning of the year to H 85 crore as on March 31, 2025. As on date, there is no default on interest and repayment of principal amount on borrowings from Banks/ financial institutions.

During the financial year under review, the members of the Company approved the introduction and implementation of ‘Reliance Infrastructure Employee Stock Option Scheme 2024' ("Scheme"), for the employees of the Company and also for the employees of group companies including its subsidiaries, associates and holding company. The Nomination and Remuneration Committee of the Board will administer and monitor the Scheme, which is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The relevant disclosures in terms of SBEB Regulations along with the Certificate from the Secretarial Auditor on implementation of the Scheme in terms of Regulation 13 of the SBEB Regulations are available on the Company's website and can be accessed at https://www.rinfra. com/web/rinfra/employee-stock-option-scheme-2024

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

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

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

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

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

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

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

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

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

During the financial year under review, Shri Virendra Singh Verma and Dr. Thomas Mathew were appointed as Independent Directors on the board of the Company with effect from May 30, 2024 and October 01, 2024 respectively. Ms. Manjari Kacker was appointed as Independent Director of the Company for a second term with effect from August 14, 2024.

Shri Partha Pratim Sarma and Shri Rajesh Kumar Dhingra were appointed as Non-Executive Non-Independent Directors liable to retire by rotation, on the Board of the Company with effect from November 14, 2024 and April 03, 2025 respectively. Shri Vijesh Babu Thota, Chief Financial Officer of the Company was appointed as Executive Director of the Company with effect from May 23, 2025, liable to retire by rotation. 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. Upon his appointment as Executive Director of the Company on May 23, 2025, he vacated the office of Manager. Shri Vijesh Babu Thota continues to act as Chief Financial Officer of the Company. The approval of the members of the Company for appointment of Shri Rajesh Kumar Dhingra and Shri Vijesh Babu Thota are sought vide Postal Ballot Notice dated May 29, 2025. Shri K. Ravikumar and Shri S. S. Kohli ceased to be Independent Directors upon completion of their second term with effect from June 14, 2024 and September 19, 2024 respectively. Shri Dalip Kumar Kaul ceased to be Nominee Director with effect from October 01, 2024 pursuant to withdrawal of nomination by Axis Trustee Services Limited, Debenture Trustee upon settlement of its dues. Shri Sateesh Seth ceased to be Non-Executive Non-Independent Director with effect from November 15, 2024. Shri Punit Garg ceased to be the Executive Director and CEO with effect from April 01, 2025. Shri Partha Pratim Sarma, liable to retire by rotation at the ensuing Annual General Meeting (AGM), has by a notice in writing addressed to the Board of directors, expressed his unwillingness to be so re-appointed. The Board at its meeting held on June 11, 2025 has recommended to the members that they may resolve not to fill in the vacancy at the ensuing AGM. 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 Financial Officer and Shri Paresh Rathod, Company Secretary are the Key Managerial Personnel of the Company.

The Nomination and Remuneration Committee of the Board of the Company 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 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 Directors, Key Managerial Personnel and Senior Management Employees, 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, 2025, the applicable

45 accounting standards had been followed along with proper explanation relating to material departures, if any; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date; iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors had prepared the annual financial statement for the financial year ended March 31, 2025, on a going concern basis; v. the Directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large. During the financial year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions

(i.e transactions where the value exceeds 1000 crore or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC – 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014, as amended.

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

Party Transactions as approved by the Board is uploaded on the Company's website at the link: https://www.rinfra.com/ documents/1142822/1189698/Related_Party_Transactions_ Policy_updated.pdf Your Directors draw attention of the Members to Note No. 32 to the standalone financial statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

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.

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

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 appointed as Statutory Auditors of the Company at the 91st AGM of the Company held on June 23, 2020, to hold office for a term of five consecutive years until the conclusion of 96th AGM of the Company. The Board, at their meeting held on June 11, 2025, have recommended to members of the Company, their re-appointment for a second term of five consecutive years, to hold office from the conclusion of the 96th AGM till the conclusion of the 101st AGM of the Company. The Company has received confirmation from M/s. Chaturvedi & Shah LLP, Chartered Accountants that they are not disqualified from being appointed as the Statutory Auditors of the Company. The Auditors in their report to the Members have given Disclaimer of Opinion. In this regard it is stated that: During the previous year, the Company initiated pre-institution mediation proceedings in accordance with the procedure laid down under Section 12 A of the Commercial Court's Act, 2015 read with the provisions of the Mediation Act, 2023, before the Main Mediation Centre, Bombay High Court against the EPC

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

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

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

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

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

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

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

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report from the Secretarial Auditors on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under. The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence do not call for any further comments under Section 134 of the Act. Pursuant to the amended provisions of Regulation 24A of the Listing Regulations requiring the appointment of Secretarial Auditors by the Members of the Company, the Board of Directors have approved and recommended the appointment of M/s. Ajay Kumar & Co, Practising Company Secretaries as the Secretarial Auditors of the Company for a term of Five consecutive financial years commencing from April 01, 2025 till March 31, 2030, for approval of the members at the ensuing AGM.

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

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. 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.

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

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

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

Corporate Social Responsibility

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

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

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

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.

At the beginning of the financial year, there were five matters pending against the Company under the Insolvency and Bankruptcy Code, 2016. During the year, two matters were disposed off as withdrawn due to settlement and one matter was disposed off / rejected after being contested on merits. No new applications were filed against the Company in the last financial year. As at the end of the financial year, two matters filed by operational creditors were pending. In one of the above two matters, National Company Law Tribunal, Mumbai passed an order dated May 30, 2025 admitting the Company into Corporate Insolvency Resolution process. However, the Company has made full payment of the entire amount outstanding along with interest. In the appeal filed by the Company, the Hon'ble National Company Law Appellate Tribunal, New Delhi, vide its order dated June 4, 2025 suspended the impugned Order.

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.

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.