Annual Financial Report - Standalone results

Notes:

1. The Board has recommended dividend of ` 9.50 per equity share for the year 2017-18.

2. The Standalone Financial Results of the Company have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.

3. The Board of Directors of the Company has approved the Scheme of Arrangement envisaging transfer of various operating divisions of the Company, namely Dahanu Thermal Power Station, Mumbai Power Transmission Division and Mumbai Power Distribution Division (together considered as Mumbai Power Business) to its resulting wholly owned subsidiary viz. Reliance Electric Generation and Supply Limited with effect from April 1, 2016. The Scheme received approval of the Hon'ble Bombay High Court on January 19, 2017. The Hon'ble Bombay High Court vide order dated November 20, 2017 sanctioned the effective date of the Scheme from April 1, 2016 to April 1, 2018 with liberty to apply. The Scheme is effective subject to various approvals and accordingly has not been considered as Non Current Assets held for sale as per Ind AS 105 "Non Current Assets held for sale and discontinued operations".

4. On December 21, 2017, the Company signed Share Purchase Agreement (SPA) with Adani Transmission Limited (ATL) for sale of its integrated business of generation, transmission and distribution of power for Mumbai City. The said transaction is subject to various regulatory and customary approvals and hence has not been considered as Non Current Assets held for sale and discontinued operations as per Ind AS 105 "Non Current Assets held for sale and discontinued operations".

5. Pursuant to the option exercised under the Scheme of Amalgamation of Reliance Infraprojects Limited with the Company, sanctioned by the Hon'ble High Court of Judicature at Bombay on March 30, 2011, net foreign exchange gain of ` 24.39 crore and loss of ` 11.68 crore for the quarter and year ended March 31, 2018 respectively has been credited / debited to the Statement of Profit and Loss and an equivalent amount has been transferred to / withdrawn from General Reserve. Had such transfer / withdrawal not been done, the Profit before tax for the quarter and year ended March 31, 2018 would have been higher / lower by ` 24.39 crore and ` 11.68 crore respectively and General Reserve would have been lower / higher by an equivalent amount. The treatment prescribed under the Scheme overrides the relevant provisions of Ind AS 1 "Presentation of Financial Statements". This matter has been referred to by the Auditors in their report.

6. Pursuant to the Scheme of Amalgamation of Reliance Cement Works Private Limited with Western Region Transmission (Maharashtra) Private Limited (WRTM), wholly owned subsidiary of the Company, which was subsequently amalgamated with the Company w.e.f. April 1, 2013, the Board of Directors of the Company during the quarter and year ended March 31, 2018 determined an amount of ` 213 crore as Exceptional items being write off of Loan of ` 190.39 crore given to Mumbai Metro One Private Limited and Investment of ` 22.61 crore of Reliance Defence Systems Private Limited which has been debited to the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. During the quarter ended September 30, 2017, the Board of Directors of the Company determined loss of ` 198.50 crore as exceptional item being loss on transfer of its Western Region System Strengthening Scheme (WRSSS) Transmission Undertakings to its two subsidiaries, viz. Western Transmission Gujarat Limited (WTGL) and Western Transco Power Limited (WTPL) which was debited to the Statement of Profit and Loss and an equivalent amount was withdrawn from General Reserve. Had such withdrawal not been done, the Profit before tax for the quarter and year ended March 31, 2018 would have been lower by ` 213 crore and ` 411.50 crore respectively and General Reserve would have been higher by an equivalent amount. The treatment prescribed under the Scheme overrides the relevant provisions of Ind AS 1 "Presentation of Financial Statements". This matter has been referred to by the Auditors in their report.

7. During the quarter ended March 31, 2018, Reliance Velocity Limited has become wholly owned subsidiary of the Company and Thales Reliance Defence Systems Limited has been incorporated as wholly owned subsidiary of the Company.

8. Company's long term rating by India Ratings and Research Private Limited has changed to IND A/Rating Watch Evolving; rating by CARE Ratings has been changed to CARE A-/credit watch with developing implications; rating by CRISIL has been changed to CRISIL BBB+/rating watch with developing implications and rating by Brickwork Ratings has been changed to BWR AA-/ Credit Watch with developing implications.

9. The listed non convertible debentures aggregating ` 2,680 crore as on March 31, 2018 are secured by way of first pari passu charge on the Company's certain fixed assets and regulatory assets, second mortgage on the Company's certain fixed assets and pledge of certain investments and asset cover thereof exceeds one hundred percent of the principal amount of the said debentures. Charge creation in respect of listed non convertible debentures of ` 75 crore issued on March 28, 2018 is under process.

10. Details of due datewise obligations in respect of Secured Non Convertible debentures outstanding as on March 31, 2018 are as follows:

*Interest and Principal amount of above debentures have been paid.

11. Ratios have been computed as under:

· Debt Service Coverage Ratio = Earnings before Interest and Tax / (Interest on Long Term Debt + Principal Repayment of Long Term Debt during the year)

· Interest Service Coverage Ratio = Earnings before Interest and Tax / Interest on Long Term Debt

· Debt Equity Ratio = Borrowings / Equity

· Net worth means, as per section 2(57) of the Companies Act, 2013, the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

12. Delhi Airport Metro Express Private Limited (DAMEPL), a SPV of the Company, had terminated the Concession Agreement with Delhi Metro Rail Corporation (DMRC) for the Delhi Airport Metro Line and the operations were taken over by DMRC with effect from July 1, 2013. As per the terms of the Concession Agreement, DMRC is liable to pay DAMEPL a Termination Payment. The matter was referred to arbitration tribunal and vide order dated May 11, 2017 DAMEPL was granted arbitration award of ` 2,950 crore along with interest. DMRC preferred an appeal against the Arbitration award before the Hon'ble Delhi High Court. The Hon'ble Delhi High Court vide order dated March 06, 2018 upheld the arbitration award.

The Hon'ble Delhi High Court also passed an order on March 23, 2018 directing DMRC to pay ` 306 crore as an immediate interim relief to DAMEPL. DMRC has preferred an appeal against the order of the single judge before the division bench of the Hon'ble Delhi High Court. On April 09, 2018, the divisional bench of the Hon'ble Delhi High Court has directed DMRC to take over servicing of all debt liabilities of DAMEPL aggregating to ` 1,618 crore pending disposal of the appeal.

13. The Company operates in two segments, namely, Power and Engineering, Procurement, Construction (EPC) and Contracts. Power segment comprises of generation, transmission and distribution and EPC segment renders comprehensive, value added services in construction, erection and commissioning.

14. On April 28, 2017 Reliance Infrastructure Invit Fund filed Updated Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India (SEBI). Pursuant to such filing, the Company proposed to transfer the controlling interest in seven Toll Road Companies viz. DS Toll Road Limited, GF Toll Road Private Limited, NK Toll Road Limited, JR Toll Road Private Limited, SU Toll Road Private Limited, TK Toll Road Private Limited and TD Toll Road Private Limited and accordingly the investments in these subsidiaries have been considered as Non-Current Assets held for sale as per Ind AS 105 "Non Current Assets held for sale and discontinued operations".

15. In terms of SEBI circular CIR/CFD/CMD/26/2016 dated May 27, 2016, the Company hereby declares that the auditors have issued audit report with unmodified opinion on the audited standalone financial results for the year ended March 31, 2018.

16. In the previous year, the Company had availed certain optional exemptions available as provided in Ind AS 101 "First Time Adoption of Indian Accounting Standards" for which the impact had been given in the quarter in which the option was availed. The corresponding previous period figures disclosed in these results are the figures as reported for the respective quarters in the unaudited financial results.

17. The figures of the current quarter ended March 31, 2018 and March 31, 2017 are balancing figures between audited figures in respect of the full financial year and the reviewed year to date figures upto the third quarter of the relevant financial year.

18. Figures of the previous periods have been regrouped / reclassified wherever considered necessary. Similarly in view of transfer of two WRSSS Transmission undertakings during the year (Refer Note 6 above), the figures of the previous periods have been restated after excluding the figures of the WRSSS undertakings to make them comparable with the current quarter and year ended March 31, 2018.

19. After review by the Audit Committee, the Board of Directors of the Company has approved the Standalone financial results at their meeting held on April 23, 2018.

For and on behalf of the Board of Directors

Place: Mumbai Anil D. Ambani

Date: April 23, 2018 Chairman

Auditor's Report on the standalone Financial Results of Reliance Infrastructure Limited pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of Reliance Infrastructure Limited

1. We have audited the accompanying Statement of standalone financial results ('the Statement')of Reliance Infrastructure Limited ('the Company') for the quarter and year ended March 31, 2018 attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015read with relevant circulars issued by SEBI.Attention is drawn to the fact that the figures for quarter ended March 31, 2018 and corresponding quarter ended in previous year as reported in these financial results are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up to the end of third quarter of the current and previous financial year respectively. Also figures up to the end of third quarter for the current and previous financial year had only been reviewed and not subjected to audit.

Management's Responsibility

2. The Company's management is responsible for the preparation of the accompanying Statement. The management is also responsible for preparation of annual standalone financial statements in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Companies Act, 2013 ('the Act'), which are approved by the Board of Directors, on the basis of which the above Statement containing the annual audited standalone financial results has been prepared.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Statement based on our audit of the annual standalone Ind AS financial statements. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial results are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

Opinion

4. Based on our audit conducted as above, in our opinion and to the best of our information and according to the explanations given to us, the standalone financial results:

(i) are presented in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

(ii) give a true and fair view in conformity with the aforesaid Ind AS and other accounting principles generally accepted in India of the net profit (financial performance including other comprehensive income) and other financial information of the Company for the quarter and year ended March 31, 2018.

Emphasis of Matter

5. We draw attention to Note 5 of the Statement 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 gain of Rs. 24.39 Crore and net foreign exchange loss of Rs. 11.68 Crore for the quarter and year ended March 31, 2018 respectively has been credited / debited to Statement of Profit and Loss and an equivalent amount has been transferred / withdrawn from General Reserve in terms of the Scheme.Had such transfer / withdrawal not been made, profit before tax for the quarter and year ended March 31, 2018 would have been higher by Rs. 24.39 Crore and lower by Rs. 11.68 Crore respectively and General Reserve would have been lower / higher by an equivalent amount.

6. We draw attention to Note 6 of the Statement, wherein pursuant to the Scheme of Amalgamation of Reliance Cement Works Private Limited with Western Region Transmission (Maharashtra) Private Limited (WRTM), wholly owned subsidiary of the Company, which was subsequently amalgamated with the Company with effect from April 1, 2013, WRTM or its successor(s) is permitted to offset any extraordinary/exceptional items, as determined by the Board of Directors, debited to the Statement of Profit and Loss by a corresponding withdrawal from General Reserve, which overrides the relevant provisions of IndAS - 1 'Presentation of financial statements'. During the quarter ended March 31, 2018, the write off of loan of Rs.190.39 crore given to a subsidiary as also the write-off of investment of Rs.22.61 crore in another subsidiary was identified as an exceptional item by the Board of Directors of the Company, in terms of the aforesaid scheme. Further, during the year ended March 31, 2018, the Board of Directors determined an amount of Rs.198.5 crore to be an exceptional item being loss on fair valuation of assets and liabilities considered as held for sale. The aforesaid amountsaggregating to Rs 213 Crore and Rs. 411.50 Crore for the quarter and year ended March 31, 2018 has been debited to the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had such withdrawal not been made, profit before tax for the year ended March 31, 2018 would have been lower by Rs. 411.50 Crore and General Reserve would have been higher by an equivalent amount.

Our opinion is not modified in respect of the above matters.

Other matter

The comparative financial information of the Company for the quarter and year ended March 31, 2017included in this Statement had been jointly audited by Haribhakti& Co. LLP, Chartered Accountants and Pathak H.D. & Associates, Chartered Accountants, whose report dated April 15, 2017 expressed an unmodified opinion on those audited financial results for the quarter and year ended March 31, 2017.

Our opinion is not modified in respect of the above matter.