Financial Results Overview

Consolidated Results (FY 2025-26):

  • Income from Operations: ₹20,440.53 crore (FY25: ₹23,591.88 crore)
  • Total Income: ₹20,862.03 crore (FY25: ₹23,999.29 crore)
  • Net Profit: ₹2,900.23 crore (FY25: ₹4,937.52 crore)
  • EPS: ₹71.44 basic (₹71.41 diluted)
  • Total Assets: ₹71,160.24 crore
  • Total Equity: ₹29,088.10 crore

Standalone Results (FY 2025-26):

  • Income from Operations: ₹237.22 crore (FY25: ₹211.81 crore)
  • Total Income: ₹418.71 crore (FY25: ₹357.49 crore)
  • Net Loss: ₹(607.20) crore (FY25: ₹(609.96) crore)
  • EPS: ₹(14.96) basic and diluted
  • Total Assets: ₹29,209.53 crore
  • Total Equity: ₹23,838.04 crore

Board Meeting Details

  • Meeting Date: May 23, 2026
  • Meeting Time: 4:36 PM to 5:55 PM
  • Approved audited financial results (both consolidated and standalone) for quarter and year ended March 31, 2026

Auditor Appointments

Statutory Auditors:

  • Appointed M/s Paresh Rakesh & Associates LLP (Firm Registration No. 119728W/W100743) as statutory auditors
  • Term: To fill casual vacancy until ensuing AGM, then for five consecutive years until conclusion of 102nd AGM for FY 2030-31
  • Subject to member approval
  • Previous auditors M/s Chaturvedi & Shah LLP ceased with effect from close of business hours on May 23, 2026

Secretarial Auditors:

  • Appointed M/s Vijay S. Tiwari & Associates as secretarial auditors
  • Term: Five consecutive years from FY 2026-27 to FY 2030-31
  • Subject to member approval

Management Changes

Chief Executive Officer:

  • Appointed Shri Vijesh Babu Thota as CEO with immediate effect
  • Consequent cessation from position of CFO
  • Background: MBA from XLRI, BSc Economics from St. Xavier's, 19 years experience, with company since April 2022 as CFO

Chief Financial Officer:

  • Appointed Shri Asheesh Chaturvedi as CFO with immediate effect
  • Background: Fellow Chartered Accountant and Cost Accountant, 26 years experience, Finance Controller since October 2021

Fundraising Authorization

  • Board approved seeking enabling authorization from members for raising funds up to ₹3,000 crore
  • Instruments: Equity shares and/or equity linked instruments and/or other eligible securities
  • Method: Qualified Institutions Placement and/or follow-on public offer or combination
  • Subject to requisite permissions, sanctions, and approvals
  • Terms to be determined by Board at appropriate time

Auditor's Disclaimer Opinion

Basis for Disclaimer (Consolidated):

1. Economic Rights Recovery Uncertainty: Unable to determine recovery of ₹4,705.74 crore economic rights in Odisha Discoms and unlisted entities acquired through Consent Terms/Settlement Agreement

2. Regulatory Investigations:

  • Enforcement Directorate (ED) proceedings with provisional attachments
  • SEBI Show Cause Notice dated September 30, 2025 alleging violations of PFUTP Regulations
  • SFIO notice received November 19, 2025 seeking information
  • ADT-4 filed with MCA on January 19, 2026 regarding suspected fraud
  • Outcome uncertain, implications undeterminable

3. Going Concern Uncertainties:

  • Mumbai Metro One Private Limited (MMOPL): Net loss ₹1,276.68 crore, negative net worth ₹3,956.66 crore, current liabilities exceed current assets by ₹5,895.59 crore
  • Multiple lenders filed applications with NCLT under section 7 of IBC
  • Recovery proceedings initiated before DRT under SARFAESI Act
  • Discussions with lenders for restructuring ongoing, no binding agreement reached
  • Absence of support letters and sufficient cash flow for immediate twelve months

Material Uncertainties Related to Going Concern:

  • TK Toll Road Private Limited: Continuous losses, current liabilities exceed current assets
  • HK Toll Road Private Limited: Continuous losses, negative net worth
  • SU Toll Road Private Limited: Negative net worth, current liabilities exceed current assets
  • JR Toll Road Private Limited: Continuous losses, negative net worth, current liabilities exceed current assets
  • KM Toll Road Private Limited: Concession Agreement terminated May 7, 2019, business operations ceased

Emphasis of Matter Paragraphs

1. GF Toll Road Private Limited: CIRP completed, ceased to be subsidiary February 23, 2026, gain of ₹267.07 crore recognized on deconsolidation

2. MMOPL: ED provisionally attached equity shares, MMRDA dispute regarding promoter status

3. Contingent liabilities: Late Payment Surcharge and outstanding balances payable to Delhi utilities

4. Accounting treatment rectification: Adjusted loss of ₹5,312.02 crore against retained earnings retrospectively

5. Scheme of Arrangement: Adjusted debit balance in P&L against various reserves amounting to ₹11,340.89 crore

6. Exceptional items: ₹(496.10) crore (quarter) and ₹1,033.47 crore (year)

Legal and Regulatory Proceedings

Enforcement Directorate:

  • Provisional attachment of 37 immovable properties
  • Provisional attachment of shareholding in subsidiaries (BSES Rajdhani, BSES Yamuna, MMOPL)
  • Lien of ₹77.86 crore marked on 13 bank accounts under FEMA
  • Writ Petition filed before Bombay High Court
  • Adjudicating Authority confirmed attachment of 37 properties for 365 days

SEBI Action:

  • Show Cause Notice dated September 30, 2025 received October 6, 2025
  • Alleged violations of SEBI (PFUTP) Regulations, 2003 read with SEBI Act, 1992
  • Settlement application filed with SEBI
  • Adjudication process pending

SFIO Investigation:

  • Communication received November 19, 2025 seeking information
  • Writ Petition filed before Bombay High Court seeking disclosure of MCA order
  • Bombay High Court extended time for submission and restrained coercive action

Subsidiary Updates

Mumbai Metro One Private Limited (MMOPL):

  • Rupee Term Loan lenders assigned debts to NARCL
  • Reconciliation of balances with NARCL and IIFCL UK ongoing
  • Arbitration awards: ₹992 crore in favor of MMOPL, ₹103 crore payable to MMRDA
  • Matters pending before Bombay High Court
  • Approximately ₹587 crore permitted to be withdrawn by NARCL subject to court orders

Delhi Discoms (BRPL and BYPL):

  • Regulatory assets recognition: Additional ₹1,275.51 crore recognized during year
  • DERC True-up Orders issued for FY 2020-21, FY 2021-22, FY 2022-23
  • APTEL judgements dated July 21, 2025 and September 11, 2025
  • Appeals pending before Supreme Court
  • Late Payment Surcharge difference: ₹15,023.73 crore between books and claims

Scheme of Arrangement

  • Between Reliance Infrastructure and Reliance Velocity Limited
  • Sanctioned by NCLT order dated September 1, 2025
  • Effective from appointed date September 30, 2025
  • Accounted using pooling of interests method
  • Adjusted debit balance in P&L against various reserves: ₹11,340.89 crore

Change in Accounting Policy

  • Investments in equity shares of subsidiaries changed from cost less impairment to fair value through OCI
  • Applied retrospectively from September 30, 2025
  • Impact: Increased investments by ₹18,758.96 crore as of March 31, 2025

Capital Structure Impact

  • Issued 1.25 crore equity shares upon warrant conversion by promoter group company
  • 11.31 crore warrants forfeited in April 2026, warrant subscription amount ₹678.60 crore forfeited
  • Reliance Power warrants: 9.88 crore converted, 8.43 crore warrants forfeited, impairment provision ₹89.02 crore made

Cash Flow Implications

Consolidated:

  • Net cash generated from operating activities: ₹2,550.22 crore
  • Net cash used in investing activities: ₹1,273.37 crore
  • Net cash used in financing activities: ₹1,774.57 crore
  • Net decrease in cash: ₹(497.72) crore

Standalone:

  • Net cash used in operating activities: ₹(71.49) crore
  • Net cash used in investing activities: ₹(174.04) crore
  • Net cash generated from financing activities: ₹123.22 crore
  • Net decrease in cash: ₹(122.31) crore

Forward-looking Information

  • Company confident in ability to meet obligations from arbitral awards, claims, and asset monetization
  • Ongoing discussions with lenders for debt resolution and restructuring
  • Time-bound monetization of assets planned
  • Expectation of favorable outcomes from various arbitral awards and claims