Reliance Infrastructure Limited CIN : L75100MH1929PLC001530 Tel: +91 22 4303 1000 Regd. Office: Fax: +91 22 4303 4662 Reliance Centre, Ground Floor, www.rinfra.com 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 August 23, 2021 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street G Block, Bandra Kurla Complex Mumbai 400 001 Bandra (East), Mumbai 400 051 BSE Scrip Code: 500390 NSE Scrip Symbol: RELINFRA Dear Sirs, Sub: Notice of 92nd Annual General Meeting and Annual Report 2020-21 This is to inform that the 92nd Annual General Meeting (AGM) of the members of the Company will be held on Tuesday, September 14, 2021 at 2:00 P.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The Annual Report for the financial year 2020-21, including the Notice convening the AGM, is enclosed herewith. The Company will provide to its members the facility to cast their vote(s) on all resolutions set out in the Notice by electronic means (‘e-voting’). The detailed process to join meeting through VC / OAVM and e-voting, are set out in Notice. Yours faithfully For Reliance Infrastructure Limited Paresh Rathod Company Secretary Encl: As above Annual Report 2020-21 Padma Vibhushan Shri Dhirubhai H. Ambani (28th December, 1932 - 6th July, 2002) Reliance Group - Founder and Visionary Reliance Infrastructure Limited Board of Directors Contents Page No. Shri Anil Dhirubhai Ambani - Chairman Notice of Annual General Meeting ............................................ 04 Shri S Seth - Vice Chairman Shri Punit Garg - Executive Director and CEO Directors’ Report .......................................................................... 10 Shri S S Kohli Shri K Ravikumar Ms. Manjari Kacker Management Discussion and Analysis ....................................... 27 Ms. Ryna Karani Business Responsibility Report ................................................... 37 Key Managerial Personnel Corporate Governance Report .................................................... 46 Shri Pinkesh Shah - Chief Financial Officer Shri Paresh Rathod - Company Secretary & Investor Information .................................................................... 65 Compliance Officer Independent Auditors' Report on the Financial Statement ..................................................................... 74 Auditors M/s. Chaturvedi & Shah LLP Balance Sheet .............................................................................. 82 Statement of Profit and Loss...................................................... 83 Registered Office Reliance Centre, Ground Floor Statement of Changes in Equity ................................................ 84 19, Walchand Hirachand Marg Ballard Estate, Mumbai 400 001 Cash Flow Statement .................................................................. 86 CIN : L75100MH1929PLC001530 Tel. : +91 22 4303 1000 Notes to Financial Statement .................................................... 88 Fax : +91 22 4303 4662 Email : [email protected] Independent Auditors’ Report on the Website: www.rinfra.com Consolidated Financial Statement ............................................144 Registrar and Transfer Agent Consolidated Balance Sheet .....................................................150 KFin Technologies Private Limited Consolidated Statement of Profit and Loss.............................151 Selenium Building, Tower – B, Plot No. 31 & 32 Financial District, Nanakramguda Hyderabad - 500 032, Telangana Consolidated Statement of Changes in Equity .......................152 Website: www.kfintech.com Consolidated Cash Flow Statement .........................................154 Investor Helpdesk Notes to Consolidated Financial Statement ...........................157 Toll free no (India) : 1800 309 4001 Tel. no. : +91 40 6716 1500 Statement containing salient features of the Fax no. : +91 40 6716 1791 financial statements of Subsidiaries/Associates/ Email : [email protected] Joint Ventures .............................................................................241 92nd Annual General Meeting on Tuesday, September 14, 2021 at 2.00 P.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) This Annual Report can be accessed at www.rinfra.com. 3 Reliance Infrastructure Limited Notice NOTICE is hereby given that the 92nd Annual General Meeting ` 10 each, 80,00,000 Equity Shares of `10 each, with (AGM) of the Members of Reliance Infrastructure Limited differential rights (differential rights as to dividend, voting will be held on Tuesday, September 14, 2021 at 2.00 P.M. or otherwise) and 4,20,00,000 Unclassified Shares of (IST) through Video Conference (VC) / Other Audio Visual Means ` 10 each to ` 20,50,06,00,000 (Rupees Two Thousand (OAVM) facility to transact the following business: Fifty Crores Six Lakh) comprising 194,00,60,000 Equity ` Ordinary Business: Shares of 10 each, 10,00,00,000 Preference Shares of ` 10 each, 1,00,00,000 Equity Shares of `10 each with 1. To consider and adopt: differential rights (differential rights as to dividend, voting (a) the audited financial statement of the Company or otherwise). for the financial year ended March 31, 2021 and RESOLVED FURTHER THAT the Memorandum of the reports of the Board of Directors and Auditors Association of the Company be accordingly altered by thereon, and substituting the existing Clause V with the following: (b) the audited consolidated financial statement of the Company for the financial year ended March 31, ’V. The Authorised Share Capital of the Company is 2021 and the report of the Auditors thereon. ` 20,50,06,00,000 (Rupees Two Thousand Fifty Crores Six Lakh) comprising 194,00,60,000 Equity 2. To appoint a Director in place of Shri Punit Garg Shares of ` 10 each, 10,00,00,000 Preference (DIN: 00004407), who retires by rotation under the Shares of ` 10 each, 1,00,00,000 Equity Shares of provisions of the Companies Act, 2013 and being eligible, ` 10 each with differential rights (differential rights offers himself for re-appointment. as to dividend, voting or otherwise); with power to Special Business: increase or reduce the capital of the Company and/ 3. Remuneration to the Cost Auditors: or the nominal value of the shares and to divide the shares in the capital for the time being into several To consider and, if thought fit, to pass, the following classes and to attach thereto respectively such resolution as an Ordinary Resolution: preferential, deferred, qualified or special rights, “RESOLVED THAT pursuant to the provisions of privileges or conditions with or without voting rights Section 148 and all other applicable provisions, if any, as may be determined by or in accordance with of the Companies Act, 2013 and the Rules made the Articles of Association of the Company or as thereunder (including any statutory modification(s) or re- may be decided by the Board of Directors or by enactment(s) thereof, for the time being in force), M/s the Company in General Meeting, as applicable, in Talati & Associates, Cost Accountants (Firm Registration conformity with the provisions of the Act and to Number R/00097), appointed as the Cost Auditors of the vary, modify, amalgamate or abrogate any such Company for audit of the cost accounting records of the rights, privileges or conditions and to consolidate Company for the financial year ending March 31, 2022, or sub-divide the shares and issue shares of higher be paid remuneration of ` 25,000 (Rupees twenty five or lower denominations in such manner as may thousand only) plus applicable taxes and out of pocket for the time being be provided by the Articles of expenses, if any. Association of the Company.’ RESOLVED FURTHER THAT the Board of Directors of the RESOLVED FURTHER THAT the Board of Directors of Company be and is hereby authorised to do all acts and the Company be and is hereby authorized to do and take all such steps as may be necessary, to give effect to perform or cause to be done all such acts, deeds, matters this resolution.” and things as may be required or deemed necessary or 4. Reclassification of the Authorised Share Capital of the incidental thereto and to settle, approve, ratify and finalise Company: all issues that may arise in this regard, without further To consider and, if thought fit, to pass, the following referring to the members of the Company and to delegate resolution as an Ordinary Resolution: all or any of the powers or authorities herein conferred to any Director(s) or other official(s) of the Company and to “RESOLVED THAT pursuant to the provisions of Section do all necessary and incidental acts to give effect to this 13, 61, 64 and other applicable provisions, if any, of the resolution.” Companies Act, 2013 (the “Act”) and the Rules made By Order of the Board of Directors thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) Paresh Rathod and in accordance with the provisions of the Articles of Company Secretary Association of the Company and subject to any approval Registered Office: / consent / permission / sanction, as may be required Reliance Centre, Ground Floor, from any authority / others, approval of the Members 19, Walchand Hirachand Marg, be and is hereby accorded for reclassification of the Ballard Estate, Mumbai 400 001 existing authorized share capital of the Company from CIN: L75100MH1929PLC001530 ` 20,50,06,00,000 (Rupees Two Thousand Fifty Crores Website:www.rinfra.com Six