Reliance Infrastructure Ltd Directors Report.

To the Members of Reliance Infrastructure Limited

Report on the Audit of the Standalone Financial Statements Disclaimer of Opinion

We were engaged to audit the accompanying standalone financial statements of Reliance Infrastructure Limited ("the Company"), which comprise the standalone balance sheet as at March 31, 2021, the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements"), which includes 5 Joint Operations accounted on proportionate basis.

We do not express an opinion on the accompanying standalone financial statements of the Company. Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

Basis for Disclaimer of Opinion

1. We refer to Note 40 to the standalone financial statements regarding the Company’s exposure in an EPC Company as on March 31, 2021 aggregating to 6,491.38 crore (net of provision of 3,972.17 crore and amount written off during the year of 1,009.51 crore). Further, the Company has also provided corporate guarantees aggregating to 1,775 crore on behalf of the aforesaid EPC Company towards borrowings of the EPC Company.

According to the Management of the Company, these amounts have been funded mainly for general corporate purposes and towards funding of working capital requirements of the party which has been engaged in providing Engineering, Procurement and Construction (EPC) services primarily to the Company and its subsidiaries and its associates and the EPC Company will be able to meet its obligation. As referred to in the above note, the Company has further provided Corporate Guarantees of 4,895.87 crore in favour of certain companies towards their borrowings. According to the Management of the Company these amounts have been given for general corporate purposes. We were unable to obtain sufficient and appropriate audit evidence about the relationship, recoverability and possible obligation towards the Corporate Guarantees given. Accordingly, we are unable to determine the consequential implications arising therefrom in the standalone financial statements of the Company.

2. We refer to Statement of Changes in Equity of the Standalone financial statements wherein the loss on invocation of shares and/or fair valuation of shares of investments held in Reliance Power Limited (RPower) aggregating to 5,024.88 crore for year ended March 31, 2020 was adjusted against the capital reserve as against charging the same in the Statement of Profit and Loss. The said treatment of loss on invocation and fair valuation of investments was not in accordance with the Ind AS 28 "Investment in Associates and Joint Venture", Ind AS 1 "Presentation of Financial Statements" and Ind AS 109 "Financial Instruments". Had the Company followed the above Ind AS’s the Retained earnings as at March 31, 2020 and March 31, 2021 would have been lower by 5,024.88 crore and Capital Reserve of the Company as at March 31, 2020 and March 31, 2021 would have been higher by 5,024.88 crore

Material Uncertainty Related to Going Concern

We draw attention to Note 51 to the standalone financial statements, wherein the Company has outstanding obligations to lenders and the Company is also a guarantor for its subsidiaries and associates whose loans have also fallen due which indicate that material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. However,for the reasons more fully described in the aforesaid note the accounts of the Company have been prepared as a Going Concern. Our opinion on the standalone financial statements is not modified in respect of this matter.

Emphasis of matter

1. We draw attention to Note 38 to the standalone financial statements regarding the Scheme of Amalgamation (‘the Scheme’) between Reliance Infraprojects Limited (wholly owned subsidiary of the Company) and the Company sanctioned by the Hon’ble High Court of Judicature at Bombay vide its order dated March 30, 2011, wherein the Company, as determined by the Board of Directors, is permitted to adjust foreign exchange/derivative/hedging losses/gains debited/credited to the Statement of Profit and Loss by a corresponding withdrawal from or credit to General Reserve which overrides the relevant provisions of Ind AS – 1 ‘Presentation of financial statements’. The net foreign exchange loss of 51.75 crore for the year ended March 31, 2021 has been debited to Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve in terms of the Scheme. Had such withdrawal not been made, loss before tax for the year ended March 31, 2021 would have been higher by 51.75 crore and General Reserve would have been higher by an equivalent amount.

2. We draw attention to Note 14 to the standalone financial statements regarding KM Toll Road Private Limited (KMTR), a subsidiary of the Company, has terminated the Concession Agreement with National Highways Authority of India (NHAI) for Kandla Mundra Road Project (Project) on May 7, 2019, on account of Material Breach and Event of Default under the provisions of the Concession Agreement by NHAI. The Company is confident of recovering its entire investment of 544.94 crore in KMTR, as at March 31, 2021 and no impairment has been considered necessary against the above investment for the reasons stated in the aforesaid note.

3. We draw attention to Note 45 to the standalone financial statements which describes the impairment assessment performed by the Company in respect of its receivables of 2,380.78 crore from Reliance Power Limited and its subsidiaries (RPower Group) in accordance with Ind A S 36 "Impairment of assets" / Ind AS 109 "Financial Instruments". This assessment involves significant management judgment and estimates on the valuation methodology and various assumptions used in determination of value in use/fair value by independent valuation experts / management as more fully described in the aforesaid note. Based on management’s assessment and independent valuation reports, no impairment is considered necessary on the receivables.

4. We draw attention to Note 42 to the standalone financial statements which describes the impairment assessment performed by the Company in respect of its Investments and loans of 3,473.18 crore in ten subsidiaries i.e. Toll Road SPV’s Companies (including KMTR as stated in paragraph 2 above) in accordance with Ind AS 36 "Impairment of assets" / Ind AS 109 "Financial Instruments". This assessment involves significant management judgment and estimates on the valuation methodology and various assumptions used by the management as more fully described in the aforesaid note. Based on management’s assessment no impairment is considered necessary on the investments and loans.

5. We draw attention to Note 52 to the standalone financial statements, as regards to the management evaluation of COVID – 19 impact on the future performance of the Company.

Our opinion on the standalone financial statements is not modified in respect of the above matters.

Management’s Responsibility for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act 2013 ("Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, losses and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the standalone financial statements in accordance with Standards on Auditing and to issue an auditor’s report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

We are independent of the Company in accordance with the Code of Ethics and provisions of the Act that are relevant to our audit of the standalone financial statements in India under the Act, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Act.

Other Matters

1. (i) The standalone financial statements include the audited financial statements and other financial information of 3 joint operations, whose financial Statement includes, total assets of 286.60 crore as at March 31, 2021, total revenues of 303.74 crore, total net profit/(loss) after tax of (1.51) crore and total comprehensive income / (loss) of (1.51) crore for theyear ended March 31, 2021 as considered in this Standalone Financial Statement. These financial statement and other financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the standalone financial statements, in so far it relates to amounts and the disclosures included in respect of these joint operations, is solely based on the reports of the other auditors and the procedures performed by us are as stated in paragraph above.

(ii) The Standalone financial statement includes the unaudited financial statements and other financial information of 2 Joint Operations, whose financial statements/financial information reflect total assets of 3.77 crore as at March 31, 2021, total revenue of Nil, net profit/ (loss) after tax of Nil and total comprehensive income/(loss) of Nil for the year ended March 31, 2021 respectively and cash flows (outflow/inflow) of Nil for the year ended March 31, 2021, as considered in this standalone financial statements. These unaudited financial statements and other financial information have been furnished to us by the Board of Directors and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these jointly controlled entities is based solely on such unaudited financial statements and other financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements and other financial information are not material.

2. The comparative audited standalone financial statements of the Company for the year ended March 31, 2020 included in these standalone financial statements had been audited by Pathak H.D. & Associates LLP, Chartered Accountants, whose reports dated May 8, 2020 expressed a Disclaimer of Opinion on those audited standalone financial statements for year ended March 31, 2020.

Our opinion on the standalone financial statements is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 ("the Order") issued by the Central Government in terms of section 143 (11) of the Act, and except for the possible effects, of the matter described in the Basis for Disclaimer of Opinion section, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2.(A) As required by section 143(3) of the Act, we report that:

a) As described in the Basis for Disclaimer of Opinion section, we were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Due to the effects / possible effects of the matter described in the Basis for Disclaimer of Opinion section, we are unable to state whether proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) Due to the effects / possible effects of the matter described in the Basis for Disclaimer of Opinion section, we are unable to state whether the financial statements comply with the Indian Accounting Standards specified under section 133 of the Act.

e) The matter described in the Basis for Disclaimer of Opinion section may have an adverse effect on the functioning of the Company.

f) The Company has defaulted in repayment of the obligations to its lenders and debenture holders which is outstanding as at March 31, 2021. Based on the legal opinion obtained by the Company and based on the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164(2) of the Act.

g) The reservation relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer Opinion section.

h) With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act.

i) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion section, the Company has disclosed the impact of pending litigations as at March 31, 2021 on its financial position in its standalone financial statements - Refer Note 32 to the standalone financial statements.

ii. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion section, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. Other than for dividend amounting to 0.18 crore pertaining to the financial year 2010-2011, financial year 2011-12 and financial year 2012-13 were kept in abeyance due to pending litigations amongst the investors, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Chaturvedi & Shah LLP

Chartered Accountants

Firm’s Registration No:101720W/W100355

Parag D. Mehta

Partner

Membership No: 113904

UDIN: 21113904AAAABI6196

Date: May 28, 2021

Place: Mumbai

Annexure A to Auditors’ Report

Referred to in our Auditors’ Report of even date to the members of Reliance Infrastructure Limited on the Standalone financial statements for the year ended March 31, 2021

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical assets were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the registered sale deeds / transfer deeds / conveyance deeds / possession letters / allotment letters and other relevant records evidencing title/possession provided to us, we report that, the title deeds of all the immovable properties comprising of land and buildings other than self-constructed properties recorded as Property, Plant and Equipment, which are freehold, are held in the name of the Company as at the balance sheet date, except the following:

Particulars of Land and Building Total number of cases Gross Block as on March 31, 2021 ( Crore) Net Block as on March 31, 2021 ( Crore) Remarks
Freehold land at various locations 2 18.60 18.60 The title deeds are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation as approved by the Hon’ble High Courts.
Freehold land at Hyderabad 1 4.16 4.16 Title deeds are not available with the Company.

In respect of immovable properties comprising of land and buildings that have been taken on lease and disclosed as Property, Plant and Equipment in the standalone financial statements, the lease agreements or other relevant records are in the name of the Company, except the following:

Particulars of Land and Building Total number of cases Gross Block as on March 31, 2021 ( Crore) Net Block as on March 31, 2021 ( Crore) Remarks
Leasehold land at various locations 3 0.35 0.29 The lease agreements are in the names of erstwhile companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation as approved by the Hon’ble High Courts.
Leasehold land at MIDC 1 0.02 0.01 Lease agreement is not available with the Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) In our opinion and according to the information and explanations given to us, except for the matter referred to in the Basis for Disclaimer of Opinion section in the audit report in respect of which we are unable to comment for the reasons described therein, the Company has not granted any loans, secured or unsecured, to any company, firm, limited liability partnerships or other party covered in the register maintained under Section 189 of the Act.

(iv) Based on the information and explanations given to us in respect of loans, investments, guarantees and securities, except for the matter referred to in the Basis for Disclaimer of Opinion section in the audit report in respect of which we are unable to comment for the reasons described therein, the Company has complied with the provisions of Section 185 and 186 of the Act, to the extent applicable. Further, as the Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186[except for sub-section (1)] are not applicable to it.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of Generation of electricity services where the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and service tax, duty of customs, cess and other material statutory dues as applicable except for dues towards tax deducted at source where there have been delays in depositing such dues in a few number of cases. Further, the Company has not paid until date dividend distribution tax payable in respect of dividend declared during the financial year 2017-18.

(b) According to the information and explanations given to us, there are no undisputed dues in respect of provident fund, employees’ state insurance, income tax, duty of customs, goods and services tax and cess as at March 31, 2021 which were outstanding for a period of more than six months from the date they became payable, except for the following dues:

Name of the statue Nature of the dues Amount ( Crore) Period to which the amount relates Due Date Date of Payment
Income Tax Act, 1961 Dividend Distribution Tax 20.791 2017-18 18 September 2018 Not yet paid
Income Tax Act, 1961 Tax Deducted at source 1.242 Upto September 2020 Various Dates Not yet paid

*Including interest of 1 1.18 crore and 2 0.28 crore.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, works contract tax, service-tax, duty of customs, duty of excise and value added tax as at March 31, 2021 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount ( Crore) Period to which the amount relates Forum where the dispute is pending
Delhi Sales Tax on Works Contract Act, 1999 Works Contract Tax 0.051 2004-2005 Joint Commissioner (Appeal), Department of Trade and Taxes, New Delhi
West Bengal Value Added Tax Act, 2003 VAT 56.422 2010-2011 West Bengal Commercial Tax Appellate and Revisional Board, Kolkata
West Bengal Value Added Tax Act, 2003 VAT 4.273 2008-2009 West Bengal Commercial Tax Appellate and Revisional Board, Kolkata
Madhya Pradesh Value Added Tax Act, 2002 VAT 3.124 2009-2010 Madhya Pradesh Commercial Tax Appellate Board, Bhopal
Central Sales Tax Act, 1956 Central Sales Tax 0.195 2009-2010 Madhya Pradesh Commercial Tax Appellate Board, Bhopal
Madhya Pradesh Entry Tax Act 1976 Entry Tax 0.496 2009-2010 Madhya Pradesh Commercial Tax Appellate Board, Bhopal
Uttar Pradesh Entry Tax Act, 2007 Entry Tax 0.057 2007-2008 2008-2009 Additional Commissioner Grade II, Appeals II, Noida
Maharashtra Value Added Tax Act, 2002 VAT 15.368 2008-2009 2009-2010 & 2011-2012 Maharashtra Sales Tax Tribunal, Mumbai
Maharashtra Value Added Tax Act, 2002 VAT 15.699 2014-2015 Senior Joint Commissioner (Appeals) of Sales tax, Mumbai
Andhra Pradesh Value Added Tax Act, 2005 VAT 5.3310 2011-2012 Andhra Pradesh VAT Appellate Tribunal, Vishakhapatnam
Bihar Value Added Tax Act, 2005 VAT 2.2811 2013-2014, 2014-2015 2015-2016 & 2016-17 Joint Commissioner of Commercial Taxes (Appeal), Bihar
Income Tax Act, 1961 Income Tax 225.95 (for which the tax authorities are the appellant) A.Y. 2001-2002, 2002-2003, 2003-2004, 2006-2007, 2007-2008, and 2008-2009, Supreme Court
Income Tax Act, 1961 Income Tax 915.26 (for which the tax authorities are the appellant) A.Y. 1998-1999, 1999-2000, 2001-2002, 2002-2003, 2003-2004, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012 Bombay High Court
Income Tax Act, 1961 Income Tax 153.35 AY 2015-16 Income Tax Appelate Tribunal, Mumbai
Income Tax Act, 1961 Income Tax Penalty 353.79 AY 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016 & 2016-2017 CIT (Appeals), Mumbai
Foreign Trade (Development and Regulation ) Act, 1992 Duty Drawback 296.50 2008-2009 Supreme Court
Foreign Trade (Development and Regulation ) Act, 1992 Duty Drawback 6.10 2009-2010 Director General of Foreign Trade Policy, Kolkata
Customs Act, 1962 Custom duty 66.2012 April 2012- January 2013 & 2013-2014 Custom, Excise and Service Tax Appellate Tribunal, Mumbai
Customs Act, 1962 Penalty 145.00 2012-2013 Additional Director General DRI (Adjudication), Mumbai
Customs Act, 1962 Custom duty 9.39 (for which the departments are the appellant) 2011-2012 & 2012-2013 Custom, Excise and Service Tax Appellate Tribunal, Hyderabad
Customs Act, 1962 Custom duty 3.21 2016-2017 Commissioner (Preventive) Vijayavada
The Central Excise Act, 1944 Excise Duty 0.20 July 2015 to September 2016 Assistant Commissioner of Central Excise (Appeals-1), Mumbai

Includes 1 5,000, 2 0.20 crore, 3 0.40 crore, 4 1.67 crore, 5 0.04 crore, 6 0.13 crore, 7 0.01 crore, 8 0.79 crore, 9 0.84 crore, 10 1.33 crore, 11 0.47 crore and 12 31.99 crore paid / adjusted under protest.

(viii) According to the information and explanations given to us and based on examination of the records of the Company, the Company has defaulted in repayment of loans or borrowings to financial institution or bank or dues to debenture holders for the following instances in repayment of principal and interest amount. The Company did not have any loans or borrowings from government during the year.

Name of the lenders Amount of defaults as at March 31, 2021 ( Crores)

Period of default as at March 31, 2021 (days)

Principal Interest Principal Interest
A) Term Loans/ Working Capital Loan from Banks / Financial Institution
Jammu & Kashmir Bank 75.00 22.90 841 821
Canara Bank 352.81 37.08 917 588
Yes Bank 2,017.33 9.13 329 58
Srei Equipment Finance Limited 17.65 7.14 487 670
B) Debentures 765.70 264.34

365 to 558 days Your attention is also drawn to note no 17.2 and 18.2 of standalone financial statement

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and in our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

(x) According to the information and explanations given to us, except for the matter referred to in Basis for Disclaimer of Opinion section in the audit report, in respect of which we are unable to comment on any potential implications for the reasons described therein, no fraud by the Company or fraud on the Company by its officers and employees has been noticed or reported during the course of our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and accordingly the provisions of clause 3(xii) of the Order are not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, except for the matter referred to in the Basis for Disclaimer of Opinion section in the audit report in respect of which we are unable to comment for the reasons described therein, transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and the details of related party transactions as required by the applicable accounting standards have been disclosed in the standalone financial statements.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence the provisions of clause 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, except for the matter referred to in Basis for Disclaimer of Opinion section in the audit report, in respect of which we are unable to comment on any potential implications for the reasons described therein, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the Order are not applicable to the Company.

For Chaturvedi & Shah LLP

Chartered Accountants

Firm’s Registration No:101720W/W100355

Parag D. Mehta

Partner

Membership No: 113904

UDIN: 21113904AAAABI6196

Date: May 28, 2021

Place: Mumbai

Annexure B to Auditors’ Report

Annexure B to the Independent Auditor’s Report on the standalone financial statements of Reliance Infrastructure Limited for year ended March 31, 2021

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We were engaged to audit the internal financial controls over financial reporting of Reliance Infrastructure Limited (hereinafter referred to as "the Company") as of March 31, 2021, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as "the Act").

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to financial statements based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing prescribed under section 143(10) of the Act,to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India.

Because of the matter described in the Disclaimer of Opinion section below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting with reference to the standalone financial statements of the Company.

Meaning of Internal Financial controls over financial reporting with Reference to Financial Statements

A company’s internal financial controls over financial reporting with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls over financial reporting with reference to financial statements include those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Disclaimer of Opinion

1. As at March 31, 2021, the Company has investments in and amounts recoverable from a party aggregating to 6,491.38 crore (net of provision of 3,972.17 crore and amount written off during the year of 1,009.51 crore) as also corporate guarantees aggregating to 1,775 crore given by the Company in favour of the aforesaid party towards borrowings of the aforesaid party from various companies including certain related parties of the Company. Further, the Company provided Corporate Guarantees of 4,895.87 crore in favour of certain parties towards their borrowings.

We were unable to evaluate about the relationship, recoverability and possible obligation towards the Corporate Guarantees given. Accordingly, we are unable to determine the consequential implications arising therefrom in the standalone financial statements of the Company.

Because of the above reasons, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting with reference to standalone financial statements and whether such internal financial controls were operating effectively as at March 31, 2021.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company, and the disclaimer has affected our opinion on the standalone financial statements of the Company and we have issued a Disclaimer of Opinion on the standalone financial statements of the Company.

For Chaturvedi & Shah LLP

Chartered Accountants

Firm’s Registration No:101720W/W100355

Parag D. Mehta

Partner

Membership No: 113904

UDIN: 21113904AAAABI6196

Date: May 28, 2021

Place: Mumbai