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  • Company Info.

    Reliance Industrial InfraStructure Ltd.

    Directors Report



    Market Cap.(`) 1436.16 Cr. P/BV 3.04 Book Value (`) 312.66
    52 Week High/Low ( ` ) 1442/726 FV/ML 10/1 P/E(X) 119.98
    Book Closure 19/06/2025 EPS (`) 7.93 Div Yield (%) 0.37
    You can view full text of the latest Director's Report for the company.
    Year End :2025-03

    The Board of Directors present the Company's Thirty-seventh Annual Report and the Company's audited financial statements for the
    financial year ended March 31, 2025.

    Financial Results

    The Company's financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarised below:

    (' in lakh)

    STANDALONE

    CONSOLIDATED

    2024-25

    2023-24

    2024-25

    2023-24

    Profit Before Tax

    11 48

    15 85

    13 62

    18 96

    Current Tax#

    (1 50)

    (2 92)

    (1 50)

    (2 92)

    Deferred Tax

    (15)

    (2 72)

    (15)

    (2 72)

    Profit for the Year

    9 83

    10 21

    11 97

    13 32

    Opening Balance in Retained Earnings

    54 22

    52 29

    95 94

    90 90

    Sub-Total

    64 05

    62 50

    107 91

    1 04 22

    Appropriations

    Transferred to General Reserve

    (3 00)

    (3 00)

    (3 00)

    (3 00)

    Dividend on Equity SharesA

    *(5 28)

    $(5 28)

    *(5 28)

    $(5 28)

    Closing Balance in Retained Earnings

    55 77

    54 22

    99 63

    95 94

    Figures in brackets represent deductions

    # Includes Provision for Income Tax of earlier years - NIL (Previous year f 66 lakh)
    *For Financial Year2023-24
    $For Financial Year2022-23
    ASubject to rounding off differences

    Dividend

    The Board of Directors have recommended a dividend of ' 3.50
    (Three rupees and fifty paise) per equity share of ' 10/- (Ten rupees
    only) each fully paid-up of the Company for the financial year ended
    March 31, 2025 (last year ' 3.50 per equity share of ' 10/- each fully
    paid-up). Dividend payment is subject to approval of Members at
    the ensuing Annual General Meeting and subject to deduction of
    income tax at source.

    The dividend recommended is in accordance with the Company's
    Dividend Distribution Policy. The said policy of the Company
    is available on the Company's website and can be accessed at:
    http://www.riil.in/pdf/dividend-distribution-policy.pdf

    Details of material changes from the end of the financial year

    There have been no material changes and commitments affecting
    the financial position of the Company between the end of the
    financial year to which the financial statement relates and date of
    this Report.

    Management Discussion and Analysis Report

    Management Discussion and Analysis Report for the year under
    review, as stipulated under the Securities and Exchange Board
    of India (Listing Obligations and Disclosure Requirements)
    Regulations, 2015
    ("Listing Regulations"), is as under:

    Results of Operations and the State of Company's Affairs

    During the year, the Company's Net profit was ' 983 lakh
    as compared to ' 1,021 lakh in the previous year. Revenue
    from transportation services was ' 3,317 lakh as compared to
    ' 3,350 lakh in the previous year. Revenue from infrastructure
    support and other operating income was ' 1,632 lakh as compared
    to ' 2,458 lakh in the previous year, mainly on account of lower
    utilization of the infrastructure assets.

    The Company continues to provide infrastructure support services
    which includes transportation of petroleum products, natural gas
    and raw water through pipelines and other infrastructure support
    services mainly to Reliance Industries Limited.

    Resources and Liquidity

    The Company's net worth as on March 31, 2025 stood at
    '32,400 lakh, with accumulated reserves and surplus of
    '30,890 lakh.

    The Return on net worth fell to 3.1% in FY 2024-25 as against 3.2%
    in previous year due to lower profits on account of lower utilisation
    of infrastructure assets.

    Details of significant changes (i.e. change of 25% or more as
    compared to the immediately previous financial year) in key
    financial ratios along with detailed explanation is given below:

    • Trade Receivable Turnover Ratio decreased to 10.90 in
    FY 2024-25 as against 16.76 in the previous year primarily due
    to increase in average trade receivables.

    • Return on Capital Employed increased to 286.6% in FY 2024-25
    as against (125.6%) in the previous year due to reduced capital
    employed.

    The Company continues to maintain its conservative financial
    profile and funds its requirements through internal accruals.

    Macro-outlook, industry framework and road ahead

    In current times, business environment around the world has
    become highly volatile. Almost every sector globally is operating
    amid extreme uncertainties, as major economies seek to bring
    about considerable alterations in existing trade and geo-political
    stances. The prolonged and continuing geo-political tensions
    further aggravate the situation.

    Amid such periods of disruption, the virtue of economic self-reliance
    gains significant impetus. India's thrust on “atmanirbharta” becomes
    all the more relevant, especially in crucial sectors like infrastructure.
    The roadways, ports, airports, pipelines and overall logistics of our
    country will play an integral role in ensuring India's continued
    growth trajectory. The Company has deployed best-in-class assets,
    to support and enhance the infrastructure development.

    Challenges, Risks and Concerns

    Infrastructure projects are mainly characterized by prolonged
    development phases and involve long gestation period. The
    current emphasis on sustainability and climate change presents
    the challenge of maintaining environmental protection and
    effectively managing the carbon footprint throughout project
    implementation. Handling regulatory shifts during the lifecycle of a
    project constitutes a key risk factor.

    The Company has a competent management team, well equipped
    to mitigate the risks involved. With strong governance structures
    in place, the Company remains focused on timely delivery of
    infrastructural services with prudent financial management. Over
    the years, the Company has been primarily serving one major
    customer, leveraging its existing assets to drive performance.

    Human Resource Development

    The Company believes that the quality of its employees is the key
    in the long run. The Company continues to have cordial relations
    with its employees. The Company provides personal development
    opportunities and all-round exposure to its employees.

    Internal Controls

    The Company has robust internal control systems and procedures
    commensurate with its nature of business which meets the
    following objectives:

    • providing assurance regarding the effectiveness and efficiency
    of operations;

    • efficient use and safeguarding of resources;

    • compliance with policies, procedures and applicable laws and
    regulations; and

    • transactions being accurately recorded and promptly reported.

    The Company continues to have periodical internal audits
    conducted of all its functions and activities to ensure that systems
    and processes are followed across all areas.

    The Audit Committee regularly reviews the adequacy of internal
    control systems through such audits. The Internal Auditor reports
    directly to the Audit Committee.

    The Company also has a robust budgetary control system to monitor
    expenditure against approved budgets on an ongoing basis.

    Internal Financial Controls

    Internal Financial Controls are an integral part of the risk
    management framework and process that address financial and
    financial reporting risks. The key internal financial controls have
    been documented, automated wherever possible and embedded in
    the business process. The Company has in place adequate internal
    financial controls with reference to Financial Statement.

    Assurance on the effectiveness of internal financial controls is
    obtained through management reviews and self-assessment,
    continuous control monitoring by functional experts as well as
    testing of the internal financial control systems by the Statutory
    Auditor and Internal Auditors during the course of their audits.

    The Company believes that these systems provide reasonable
    assurance that the Company's internal financial controls are
    adequate and operating effectively as intended.

    Risk Management

    The Company has in place a Risk Management Policy commensurate
    with the size of the Company, which provides for a robust risk
    management framework to identify and assess risks such as safety,
    health and environment, operational, strategic, financial, security,
    property, regulatory, reputational and other risks and put in place
    an adequate risk management infrastructure capable of addressing
    these risks. The Risk Management Committee has been constituted
    to identify, monitor and report on the potential risks associated
    with the Company's business and periodically keeps the Board
    of Directors apprised of such risks and the measures taken by the
    Company to mitigate such risks.

    Given below are significant potential risks to the Company and
    measures in place to mitigate them:

    Operational Risk: Disruptions in operating the Company's pipelines
    and equipment may arise due to natural calamities, equipment
    failures or other unexpected or unforeseen interruptions.

    The extreme risk for pipeline is “Damage to pipeline by third party
    activity in high consequence areas”. This risk is being mitigated
    through daily line patrolling. Public awareness programs covering
    all stakeholders also play a significant role in reducing Third Party
    Damage incidents to a great extent.The Company consistently
    works towards monitoring the health of the pipelines through

    internal checks and external audit assurance in compliance with
    the requirement of Petroleum and Natural Gas Regulatory Board,
    thereby maintaining or improving operational efficiencies.

    Safety, Health and Environment Risks: The Company's activities
    of transporting petroleum products and natural gas through its
    pipelines are inherently hazardous. Any accident, explosion, leakages
    or acts of terrorism may cause property damage or bodily injury
    and adversely impact surrounding communities and environment
    which may result in disruption of operations and litigations. The
    Company has structured inspections of its operating facilities for
    identifying and mapping operational hazards, investigating root
    cause analysis and to eliminate any such occurrence by developing
    mitigation plans.

    Further, there is a comprehensive insurance plan in place to cover
    the above risks.

    Consolidated Financial Statement

    In accordance with the provisions of the Companies Act, 2013
    ("the Act") and the Listing Regulations read with Ind AS 110 -
    Consolidated Financial Statements and Ind AS 28 - Investments in
    Associates and Joint Ventures, the audited Consolidated Financial
    Statement forms part of this Annual Report.

    Subsidiary, Joint Venture and Associate Company

    The Company did not have any subsidiary or joint venture during
    the financial year under review. The Company has one Associate
    Company, Reliance Europe Limited.

    A statement providing details of performance and salient features
    of the financial statement of the Associate Company as per
    Section 129(3) of the Act, is provided as Annexure 'A' to the audited
    Consolidated Financial Statement and therefore not repeated in
    this Report.

    The Audited Financial Statement including the Consolidated
    Financial Statement of the Company and all other documents
    required to be attached thereto forms part of this Annual Report
    and is also available on the Company's website and can be accessed
    at: http://www.riil.in/pdf/Annual-Report-2024-25.pdf

    Secretarial Standards

    The Company has followed the applicable Secretarial Standards,
    with respect to Meetings of the Board of Directors (SS-1) and General
    Meetings (SS-2) issued by the Institute of Company Secretaries of
    India.

    Directors' Responsibility Statement

    Your Directors state that:

    a) in the preparation of the annual accounts for the year ended
    March 31,2025, the applicable accounting standards read with
    requirements set out under Schedule III to the Act have been
    followed and there are no material departures from the same;

    b) the Directors have selected such accounting policies and
    applied them consistently and made judgments and estimates
    that are reasonable and prudent so as to give a true and fair

    view of the state of affairs of the Company as at March 31,2025
    and of the profit of the Company for the year ended on that
    date;

    c) the Directors have taken proper and sufficient care for the
    maintenance of adequate accounting records in accordance
    with the provisions of the Act for safeguarding the assets of
    the Company and for preventing and detecting fraud and
    other irregularities;

    d) the Directors have prepared the annual accounts on a going
    concern basis;

    e) the Directors have laid down internal financial controls to be
    followed by the Company and that such internal financial
    controls are adequate and operating effectively; and

    f) the Directors have devised proper systems to ensure
    compliance with the provisions of all applicable laws and that
    such systems are adequate and operating effectively.

    Business Responsibility and Sustainability Report

    In accordance with the Listing Regulations, the Business
    Responsibility and Sustainability Report describing the initiatives
    taken by the Company from an environmental, social and
    governance perspective is available on the Company's website
    and can be accessed at: https://www.riil.in/pdf/riil-business-
    responsibility-and-sustainability-report-2024-25.pdf

    Contracts or Arrangements with Related Parties

    All contracts / arrangements / transactions entered by the Company
    during the financial year with related parties were in the ordinary
    course of business and on arms' length basis and do not have
    potential conflict with interest of the Company at large.

    Details of the contracts / arrangements / transactions with related
    party which are required to be reported in Form No. AOC-2 in terms
    of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2)
    of the Companies (Accounts) Rules, 2014 are annexed herewith and
    marked as
    Annexure I to this Report.

    The Policy on Materiality of Related Party Transactions and on
    dealing with Related Party Transactions as approved by the Board
    is available on the Company's website and can be accessed at:
    https://www.riil.in/pdf/riil-policy-on-materiality.pdf

    Members may refer to Note 24 to the Standalone Financial
    Statement which sets out related party disclosures pursuant to
    Ind AS.

    Corporate Social Responsibility

    The Corporate Social Responsibility ("CSR") Policy formulated by
    the CSR Committee and approved by the Board is available on the
    Company's website and can be accessed at: http://www.riil.in/pdf/
    csr_policy.pdf. During the year under review, there has been no
    change in the said Policy.

    The CSR policy sets out the guiding principles for the CSR
    Committee,
    inter-alia, in relation to the activities to be undertaken
    by the Company, as per Schedule VII to the Act, CSR Governance

    and implementation, Composition of Committee and monitoring of
    CSR activities.

    The key philosophy of the CSR initiative of the Company
    is to promote development through social and economic
    transformation.

    The Company has, inter-alia, identified following areas in which it
    may engage for its CSR activities:

    • Addressing identified needs of the underprivileged through
    initiatives directed towards promoting health, including
    preventive health care;

    • Environmental sustainability and ecological balance; and

    • Any other activity falling within the scope of Schedule VII to
    the Act.

    During the year, the Company has spent ' 30 lakh (i.e., 2.34% of the
    average net profits of the immediately preceding three financial
    years) towards identified and approved CSR initiatives covered
    under Schedule VII to the Act.

    The Annual Report on CSR activities is annexed herewith and
    marked as
    Annexure II to this Report.

    Directors and Key Managerial Personnel

    In accordance with the provisions of the Act and the Articles of
    Association of the Company, Shri Mahesh K. Kamdar, Director of
    the Company, retires by rotation at the ensuing Annual General
    Meeting. The Board of Directors of the Company, based on the
    recommendation of the Nomination and Remuneration Committee
    ("NRC"), has recommended his appointment.

    Further, in terms of Regulation 17(1A) of the Listing Regulations,
    approval of Members by way of special resolution is sought at the
    ensuing Annual General Meeting for continuation of Shri Mahesh
    K. Kamdar as non-executive director, liable to retire by rotation,
    notwithstanding his attaining the age of seventy-five years.

    Shri Dilip V. Dherai, Executive Director of the Company,
    superannuated from the services and stepped down from the
    position of Director of the Company with effect from end of
    the day on March 31, 2025. The Board of Directors placed on
    record their sincere appreciation for the contribution made by
    Shri Dilip V. Dherai, during his long tenure of over 34 years on the
    Board of the Company.

    The Board of Directors, based on the recommendation of the NRC,
    appointed Shri Vipin Chandra Sati as an Additional Director and
    Whole-time Director designated as Executive Director for a term of
    5 (five) years with effect from April 1,2025, subject to the approval
    of the Members. In the opinion of the Board, he possesses requisite
    expertise, integrity, experience and proficiency.

    Smt. Sindhu Menon ceased to be the Chief Financial Officer of
    the Company with effect from the close of business hours of
    July 18, 2024. The Board of Directors, based on the recommendation
    of the NRC, appointed Shri Praveen Baser as the Chief Financial

    Officer of the Company with effect from July 19, 2024.
    The Board of Directors placed on record its deep appreciation for
    the valuable contribution made by Smt. Sindhu Menon during her
    association as the Chief Financial Officer of the Company.

    The Company has received declarations from all the independent
    directors of the Company confirming that:

    i. they meet the criteria of independence prescribed under the
    Act and the Listing Regulations; and

    ii. they have registered their names in the independent directors'
    databank.

    The Company has, inter-alia, following policies:

    a) Policy for Appointment of Directors and determining Directors'
    independence; and

    b) Remuneration Policy for Directors, Key Managerial Personnel
    and other employees.

    The Policy for Appointment of Directors and determining Directors'
    independence sets out the guiding principles for the NRC for
    identifying persons who are qualified to become Directors and to
    determine the independence of Directors, while considering their
    appointment as independent directors of the Company. The Policy
    also provides for the factors in evaluating the suitability of Individual
    Board members with diverse background and experience that are
    relevant for the Company's operations. There has been no change
    in the aforesaid policy during the year under review. The said
    policy is available on the Company's website and can be accessed
    at: https://www.riil.in/pdf/policy-for-appointmentof-directors-and-
    determining-Directors'-independence.pdf

    The Remuneration Policy for Directors, Key Managerial Personnel
    and other employees sets out the guiding principles for the NRC
    for recommending to the Board, the remuneration of the Directors,
    Key Managerial Personnel and other employees of the Company.
    There has been no change in the policy during the year under
    review. The said policy is available on the Company's website and
    can be accessed at: https://www.riil.in/pdf/remuneration-policy-
    for-directors-key-managerial-other-empl.pdf

    Performance Evaluation

    The Company has a policy for performance evaluation of the Board,
    Committees and other Individual Directors (including independent
    directors) which includes criteria for performance evaluation of
    Non-executive Directors and Executive Directors.

    In accordance with the manner of evaluation specified by the
    NRC, the Board carried out annual performance evaluation of the
    Board, its Committees and Individual Directors. The independent
    directors carried out annual performance evaluation of the
    Chairman, the non-independent directors and the Board as a
    whole. The Chairperson of the respective Committees shared the
    report on evaluation with the respective Committee members. The
    performance of each Committee was evaluated by the Board, based
    on the report of evaluation received from respective Committees.

    Auditors and Auditor's Report

    (i) Statutory Auditor

    Chaturvedi & Shah LLP (Registration No.: 101720W/W100355),
    Chartered Accountants, were appointed as the Auditor of the
    Company, for a term of 5 (five) consecutive years, at the Annual
    General Meeting held on September 28, 2022. The Auditor
    have confirmed that they are not disqualified from continuing
    as the Auditor of the Company.

    The Auditor's Report does not contain any qualification,
    reservation, adverse remark or disclaimer. The Notes to
    Financial Statement referred to in the Auditor's Report are
    self-explanatory and do not call for any further comments.

    (ii) Cost Auditor

    In accordance with the provisions of Section 148(1) of the
    Act, read with the Companies (Cost Records and Audit) Rules,
    2014, the Company has maintained cost records in its books
    of account for the financial year 2024-25 in respect of its
    services of transportation of petroleum products. However, in
    terms of the said Rules, the requirement of cost audit was not
    applicable to the Company for the financial year 2024-25 as
    the turnover of the Company from these services was below
    the threshold limit prescribed in the said Rules for cost audit.

    (iii) Secretarial Auditor

    The Board had appointed Shashikala Rao & Co., Company
    Secretaries, to conduct Secretarial Audit of the Company
    for the financial year 2024-25. The Secretarial Audit Report
    relating thereto is annexed herewith and marked as
    Annexure III to this Report. The Secretarial Audit Report does
    not contain any qualification, reservation, adverse remark or
    disclaimer.

    In accordance with the provisions of Section 204 of the Act
    read with Companies (Appointment and Remuneration of
    Managerial Personnel) Rules, 2014 and Regulation 24A of
    the Listing Regulations, the Board has recommended to
    the Members of the Company the appointment of BNP &
    Associates, Practicing Company Secretaries (Firm Registration
    No. P2014MH037400), as the Secretarial Auditor of the
    Company for a term of 5 (five) consecutive financial years,
    commencing from the financial year 2025-26 to the financial
    year 2029-30 to conduct Secretarial Audit of the Company.
    They have confirmed their eligibility and qualification required
    under the Act and the Listing Regulations for holding the
    office, as the Secretarial Auditor of the Company.

    Disclosures

    Meetings of the Board

    Five meetings of the Board of Directors were held during the year.

    The particulars of meetings held and attendance of each Director

    are detailed in the Corporate Governance Report forming part of

    this Annual Report.

    Committees

    The composition of the Committees as on March 31, 2025 is as
    under:

    Audit Committee

    The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson),
    Shri Achuthan Siddharth and Shri Rahul Dutt.

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

    Corporate Social Responsibility Committee

    The Corporate Social Responsibility Committee comprises
    Shri Sanjiv Singh (Chairman), Shri Achuthan Siddharth and
    Smt. Riddhi Bhimani.

    Nomination and Remuneration Committee

    The Nomination and Remuneration Committee comprises
    Shri Achuthan Siddharth (Chairman), Smt. Riddhi Bhimani and
    Shri Rahul Dutt.

    Stakeholders Relationship Committee

    The Stakeholders Relationship Committee comprises
    Shri Mahesh K. Kamdar (Chairman), Shri Sanjiv Singh,
    Shri Achuthan Siddharth and Shri Rahul Dutt.

    Risk Management Committee

    The Risk Management Committee effective July 19, 2024 comprised
    Shri Dilip V. Dherai (Chairman), Shri Sanjiv Singh, Shri Achuthan
    Siddharth, Smt. Riddhi Bhimani, Directors & Shri Praveen Baser and
    Shri Umesh D. Giriyan, Executives of the Company.

    The Committee was re-constituted effective April 1,2025, comprising
    Shri Sanjiv Singh (Chairman), Shri Vipin Chandra Sati, Shri Achuthan
    Siddharth, Smt. Riddhi Bhimani, Directors & Shri Praveen Baser and
    Shri Umesh D. Giriyan, Executives of the Company.

    Vigil Mechanism and Whistle-blower Policy

    The Company has established a robust Vigil Mechanism and a
    Whistle-blower Policy in accordance with provisions of the Act and
    the Listing Regulations. Ethics & Compliance Task Force
    ("ECTF")
    comprising a member of Board as the Chairman and senior
    executives as members oversees and monitors the implementation
    of ethical business practices in the Company. ECTF is required to
    review complaints and incidents on a quarterly basis and report
    them to the Audit Committee.

    Employees and other stakeholders are required to report actual
    or suspected violations of applicable laws and regulations and
    the Code of Conduct. Such genuine concerns (termed Reportable
    Matter) disclosed as per Policy are called “Protected Disclosures”
    and can be raised by a whistle-blower through an e-mail or a letter
    to the ECTF or to the Chairperson of the Audit Committee.

    The Vigil Mechanism and Whistle-blower Policy is available
    on the Company's website and can be accessed at:
    https://www.riil.in/pdf/whistle-blower-policy.pdf

    During the year under review, no Protected Disclosure concerning
    any reportable matter in accordance with the Vigil Mechanism
    and Whistle-blower Policy of the Company was received by the
    Company.

    Particulars of loans given, investments made, guarantees given
    and securities provided

    The Company has not given any loan or guarantee or provided any
    security during the year under review. Particulars of investments
    made are provided in the Standalone Financial Statement. Members
    may refer to Note 2, 6 and 29 to the Standalone Financial Statement.

    Conservation of Energy, Technology Absorption and Foreign
    Exchange Earnings & Outgo

    The particulars relating to conservation of energy, technology
    absorption and foreign exchange earnings & outgo, as required to
    be disclosed under the Act are as under:

    A. Conservation of Energy

    As an infrastructural facilities and support services provider,
    the operations of the Company require efficient energy
    consumption.

    (i) Steps taken to conserve energy

    Old battery banks at Cathodic Protection stations
    CP-1 and CP-2 are replaced with an energy-efficient and
    maintenance-friendly power storage system, contributing
    to improved energy conservation and system reliability.
    The new setup featured advanced charging technology,
    reduced power losses and longer battery life aligning
    with sustainable operation goals.

    (ii) Steps taken for utilising alternate sources of energy
    and Capital investment on energy conservation
    equipment

    The Company has not made any capital investment on
    utilizing alternate sources of energy and conservation
    equipment during the year under review.

    B. Technology absorption

    (i) Major efforts made towards technology absorption

    a) Upgradation of Uninterruptible Power Supply
    ("UPS") panel to ensure uninterrupted power for
    critical Supervisory Control and Data Acquisition
    ("SCADA") & Remote Terminal Unit ("RTU") control
    systems and field instrumentation at Company's
    pumping facility inside HPCL refinery at Chembur.
    The scope included integration of a modern UPS
    system with enhanced reliability, load-handling
    capacity and seamless switchover with minimal
    downtime resulting in improved operational
    stability and extended backup power duration for
    process equipment.

    b) Replacement and upgradation of 4 Motor Operated
    Valve actuators at Company's pumping facility inside
    HPCL refinery at Chembur to enhance reliability
    and operational efficiency. The upgradation
    work involved installation of IQ Series actuators
    with improved torque control and diagnostics
    features and integrating them with the existing
    SCADA / control system.

    c) Integration of newly installed CCTV surveillance
    cameras with a centralized GENETEC Security
    Centre platform to enhance real-time monitoring,
    centralized control and incident management
    capabilities. The integration streamlined security
    operations by enabling unified access, video
    analytics and remote viewing features across
    multiple locations.

    d) Replacement of existing RTU marshalling panel
    and associated signal cables at CP 15 carried out
    to improve system reliability, reduce signal noise,
    ensure long-term maintainability and to enhance
    communication integrity between field instruments
    and the RTU.

    (ii) The benefits derived like product improvement,
    cost reduction, product development or import
    substitution

    Implemented framework for securing SCADA and
    Leak Detection System
    ("LDS") application software
    by upgrading cyber security solutions like Trellix,
    Trend Micro, Claroty tools and Fire walls complying to
    IEC 62443 standard to identify and mitigate the
    cybersecurity threats.

    (iii) Information regarding imported technology
    (Imported during the last three years)

    The Company has not imported any major technology
    during the last three years.

    (iv) Expenditure incurred on research and development

    Developed in-house capability to carry out analysis of
    Electrical Resistance probes data as part of a proactive
    internal corrosion monitoring program for Pipeline
    health monitoring and its assessment. Earlier this critical
    pipeline health monitoring activity was being done
    through the external expert agency.

    C. Foreign Exchange Earnings and Outgo

    Foreign Exchange earned in terms of Actual Inflows - Nil

    Foreign Exchange outgo in terms of Actual Outflows -

    USD 7,746.28

    Corporate Governance

    The Company is committed to maintain the highest standards of
    Corporate Governance and adheres to the Corporate Governance
    requirements set out by the Securities and Exchange Board of
    India. The Company has also implemented several best governance
    practices. The Corporate Governance Report as stipulated under
    the Listing Regulations forms part of this Annual Report. Certificate
    from the Statutory Auditor of the Company confirming compliance
    with the conditions of Corporate Governance is attached to the
    Corporate Governance Report.

    Disclosure pursuant to para (IV) of third proviso to Section II,
    Part II of Schedule V to the Act relating to remuneration of
    Shri Dilip V. Dherai is covered in the Corporate Governance Report.
    For details, please refer to the Corporate Governance Report
    forming part of this Annual Report.

    Annual Return

    The Annual Return of the Company as on March 31, 2025 is
    available on the Company's website and can be accessed at:
    http://www.riil.in/pdf/mgt-7-2024-25.pdf

    Particulars of Employees and related disclosures

    In terms of the provisions of Section 197(12) of the Act read
    with Rules 5(2) and 5(3) of the Companies (Appointment and
    Remuneration of Managerial Personnel) Rules, 2014, a statement
    showing the names of top ten employees in terms of remuneration
    drawn and the names and other particulars of the employees
    drawing remuneration in excess of the limits set out in the said
    Rules forms part of this Report.

    Disclosures relating to remuneration and other details as required
    under Section 197(12) of the Act read with Rule 5(1) of the Companies
    (Appointment and Remuneration of Managerial Personnel) Rules,
    2014 forms part of this Report.

    Having regard to the provisions of the second proviso to
    Section 136(1) of the Act and as advised, the Annual Report
    excluding the aforesaid information is being sent to the Members
    of the Company. Any Member interested in obtaining such
    information may address their email to investor_relations@riil.in.

    Prevention of sexual harassment at workplace

    In accordance with the requirements of the Sexual Harassment of
    Women at Workplace (Prevention, Prohibition and Redressal) Act,
    2013
    ("POSH Act") and Rules made thereunder, the Company
    has in place a policy which mandates no tolerance against any
    conduct amounting to sexual harassment of women at workplace.
    The Company has an Internal Complaints Committee to redress
    and resolve any complaints arising under the POSH Act. Training /
    Awareness programs are conducted throughout the year to create
    sensitivity towards ensuring respectable workplace.

    General

    Your Directors state that no disclosure or reporting is required in
    respect of the following matters as there were no transactions on
    these matters during the year under review:

    1. Details relating to deposits covered under Chapter V of the
    Act.

    2. Issue of equity shares with differential rights as to dividend,
    voting or otherwise.

    3. Issue of shares (including sweat equity shares and ESOS) to the
    employees of the Company under any scheme.

    4. The Company has no holding company or subsidiary company,
    hence the provisions of Section 197(14) of the Act relating to
    receipt of remuneration or commission by the Whole-time
    Director from holding company or subsidiary company of the
    Company are not applicable to the Company.

    5. No significant or material orders were passed by the Regulators
    or Courts or Tribunals, which impact the going concern status
    and Company's operations in future.

    6. No fraud has been reported by the Auditor to the Audit
    Committee or the Board of Directors of the Company.

    7. There has been no change in the nature of business of the
    Company.

    8. There is no proceeding pending under the Insolvency and
    Bankruptcy Code, 2016.

    9. There was no instance of one-time settlement with any Bank or
    Financial Institution.

    Acknowledgement

    The Board of Directors wish to place on record its deep sense of
    appreciation for the committed services by all the employees of the
    Company. The Board of Directors would also like to express their
    sincere appreciation for the assistance and co-operation received
    from the government and regulatory authorities, stock exchanges,
    depositories, banks, customers, vendors and Members during the
    year under review.

    For and on behalf of the Board of Directors

    Mahesh K. Kamdar

    Chairman

    Mumbai, April 16, 2025

  • Reliance Industrial InfraStructure Ltd.

    Company News



    Market Cap.(`) 1436.16 Cr. P/BV 3.04 Book Value (`) 312.66
    52 Week High/Low ( ` ) 1442/726 FV/ML 10/1 P/E(X) 119.98
    Book Closure 19/06/2025 EPS (`) 7.93 Div Yield (%) 0.37
    You can view the latest news of the Company.

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