RELINFRA - Reliance Infra.
📢 Recent Corporate Announcements
Reliance Infrastructure clarified a typographical error in its Q3 FY26 results, but the accompanying auditor's report reveals severe financial and legal distress. The statutory auditors, Chaturvedi & Shah LLP, have filed an ADT-4 form with the MCA regarding suspected fraud involving fund utilization through CLE Private Limited and have tendered their resignation. The auditors issued a 'Disclaimer of Conclusion' due to the inability to verify the recovery of Rs. 4,748.11 crore in assets and ongoing investigations by the ED, SEBI, and SFIO. Additionally, significant doubt exists regarding the company's ability to continue as a 'Going Concern' due to defaulted debt obligations.
- Statutory auditors filed ADT-4 (suspected fraud) and resigned effective after the FY26 audit handover.
- Auditors unable to determine recovery of Rs. 4,748.11 crore exposure in Odisha Discoms and unlisted entities.
- Ongoing investigations by ED, SFIO, and a SEBI Show Cause Notice regarding suspected fund diversion.
- Significant doubt on 'Going Concern' status due to outstanding lender obligations and subsidiary guarantees.
- Company adjusted Rs. 18,142.17 crore from Other Comprehensive Income to Securities Premium under a NCLT-sanctioned scheme.
Reliance Infrastructure Limited has clarified that the Enforcement Directorate's (ED) attachment of properties worth ₹3,716 crore, including the 'Abode' residence, does not pertain to the company. The company stated that the provisional attachment order is part of an ongoing investigation into Reliance Communications Limited (RCOM) under the Prevention of Money Laundering Act (PMLA). Reliance Infrastructure maintains that no regulatory disclosure was required from its end as the enforcement action is independent of its operations. The clarification was issued following specific queries from the BSE and NSE regarding recent media reports.
- ED attached properties worth ₹3,716 crore in connection with a bank fraud probe.
- Reliance Infrastructure confirms the investigation is linked to Reliance Communications (RCOM), not RELINFRA.
- The attachment includes the 'Abode' property in Pali Hill as part of a PMLA investigation.
- Company asserts that no disclosure was warranted under applicable regulations as the action does not involve them.
- Clarification was provided to exchanges on February 26, 2026, following media reports from the previous day.
Reliance Infrastructure Limited has announced the opening of a special window to facilitate the transfer and dematerialisation of physical shares. This initiative follows a SEBI circular and is specifically for shares purchased or sold prior to April 01, 2019. The window will remain operational until February 04, 2027, providing a significant timeframe for shareholders to digitize their holdings. This is a procedural update to help long-term investors resolve pending physical share issues.
- Special window for dematerialisation of physical shares is open until February 04, 2027
- Applies to shares involved in transactions occurring before April 01, 2019
- Compliance move following SEBI Circular dated January 30, 2026
- Notices published in Financial Express and Navshakti on February 25, 2026
The Bombay High Court has partially upheld an arbitral award in favor of Mumbai Metro One Private Limited (MMOPL), a joint venture where Reliance Infrastructure holds a 74% stake. Following the dismissal of MMRDA's challenge, MMOPL is estimated to receive approximately INR 516 crore plus interest accrued since August 29, 2023. The court has directed that the funds, currently deposited with the High Court, be released to MMOPL after an eight-week period. This development provides a significant liquidity boost to the subsidiary and potentially the parent company.
- Bombay High Court partially upholds arbitral award in favor of 74% subsidiary MMOPL
- Estimated recovery amount of INR 516 crore plus interest from August 2023
- Funds to be released from High Court deposit after a 8-week waiting period
- MMRDA's Section 34 Petition challenging the original award was the primary hurdle
- MMOPL is conducting a detailed review for further legal steps to recover remaining claims
Reliance Infrastructure Limited has received a Provisional Attachment Order from the Enforcement Directorate (ED) amounting to approximately Rs 1,575 crore. The order targets the company's shareholding in key subsidiaries, specifically BSES Yamuna Power Limited, BSES Rajdhani Power Limited, and Mumbai Metro One Private Limited. This action stems from alleged violations of the Prevention of Money Laundering Act (PMLA) during the 2017-2019 period. The company has stated it will take appropriate legal action to protect shareholder interests and contest the order.
- Provisional Attachment Order No. 10/2026 issued by the ED for ~Rs 1,575 crore
- Attachment covers shareholdings in BSES Yamuna, BSES Rajdhani, and Mumbai Metro One
- Alleged violations relate to PMLA for the period between 2017 and 2019
- Company is seeking legal advice to challenge the attachment and protect its assets
Reliance Infrastructure's Q3 FY26 results are overshadowed by the statutory auditor's decision to resign and their filing of Form ADT-4 with the MCA regarding suspected fraud. The auditors, Chaturvedi & Shah LLP, issued a disclaimer of conclusion, stating they cannot verify the recovery of ₹4,748.11 crore in economic rights and securities. The company is currently facing investigations from the ED, SFIO, and SEBI regarding fund utilization through CLE Private Limited. Additionally, several key subsidiaries, including Mumbai Metro One and GF Toll Road, are facing severe financial distress or insolvency proceedings.
- Statutory auditors filed Form ADT-4 on January 19, 2026, reporting suspected fraud to the Ministry of Corporate Affairs.
- Auditors issued a disclaimer of conclusion due to uncertainty over ₹4,748.11 crore in assets and ongoing regulatory probes.
- M/s Chaturvedi & Shah LLP to resign as Statutory Auditors after the completion of the FY 2025-26 audit.
- Ongoing investigations by Enforcement Directorate (ED), SFIO, and SEBI Show Cause Notice regarding fund diversion allegations.
- Subsidiary GF Toll Road Private Limited (GFTR) has been admitted into Corporate Insolvency Resolution Process (CIRP).
Reliance Infrastructure's statutory auditors, Chaturvedi & Shah LLP, have resigned and filed Form ADT-4 alleging suspected fraud related to fund utilization. The auditors issued a 'Disclaimer of Conclusion' on Q3 FY26 results, citing an inability to verify the recovery of Rs 4,748.11 crore in economic rights and unlisted securities. The company is currently under investigation by the Enforcement Directorate (ED), SEBI, and the Serious Fraud Investigation Office (SFIO). Furthermore, major subsidiaries like Mumbai Metro One and GF Toll Road are facing severe financial distress and insolvency proceedings.
- Statutory auditors filed Form ADT-4 with MCA reporting suspected fraud in fund utilization through CLE Private Ltd.
- Auditors issued a Disclaimer of Conclusion, unable to verify recovery of Rs 4,748.11 crore in economic rights and unlisted entities.
- Company is facing multiple regulatory actions including a SEBI Show Cause Notice and SFIO investigation.
- Audit Committee has rejected the auditor's claims as 'incorrect, invalid, and illegal,' noting the auditor served for 5 years without prior fraud reports.
- Subsidiaries Mumbai Metro One and GF Toll Road (under CIRP) face significant 'going concern' uncertainties.
The Enforcement Directorate (ED) has provisionally attached Reliance Infrastructure's shareholding in key subsidiaries including BSES Yamuna Power, BSES Rajdhani Power, and Mumbai Metro One, valued at approximately ₹1,575 crore. This action is part of a larger investigation into alleged PMLA violations and bank fraud involving the Reliance Anil Ambani Group and Yes Bank. Total cumulative group attachments by the ED have now reached nearly ₹12,000 crore. The company has stated it will take legal action to protect shareholder interests following these provisional orders.
- ED provisionally attached ₹1,575 crore worth of shares in BSES and Mumbai Metro One.
- Cumulative group asset attachments by the ED have reached approximately ₹12,000 crore.
- Investigation involves alleged diversion of public funds and bank fraud totaling over ₹40,185 crore in RCOM and related entities.
- ED detected fraudulent diversion of funds through circuitous routes involving Yes Bank and Reliance Nippon Mutual Fund.
- Attached assets include bank balances of ₹148 crore and receivables worth ₹143 crore from group-linked entities.
Reliance Infrastructure Limited has informed the exchanges about the resignation of its Secretarial Auditor, Ajay Kumar & Co., effective January 27, 2026. The firm cited urgent personal problems as the primary reason for their departure from the role. The outgoing auditor has explicitly confirmed that there are no other material reasons for the resignation. While secretarial audits are a compliance requirement, the resignation of an auditor often warrants a closer look at corporate governance stability.
- Secretarial Auditor Ajay Kumar & Co. resigned from the position on January 27, 2026
- The reason for cessation is cited as 'urgent personal problems' of the auditor
- The auditor confirmed no other undisclosed reasons exist for the resignation
- Disclosure submitted under Regulation 30 of SEBI (LODR) Regulations, 2015
M/s Chaturvedi & Shah LLP has resigned as the statutory auditor of Reliance Infrastructure, effective after the FY2025-26 audit. The resignation is triggered by a SEBI Show Cause Notice alleging gross irregularities, misutilization of funds, and diversion of capital to CLE Private Limited. Significantly, the auditors have filed Form ADT-4 with the Central Government, a mandatory filing when an auditor suspects fraud exceeding ₹1 crore. The company has vehemently denied the allegations, labeling the auditor's actions as illegal and part of a malicious campaign by corporate rivals.
- Auditors filed Form ADT-4 on January 19, 2026, reporting suspected fraud to the Central Government under Section 143(12).
- SEBI Show Cause Notice alleges intentional concealment of the relationship between the Company and CLE Private Limited.
- The Audit Committee failed to provide a satisfactory response to the auditor's queries within the legal 45-day window.
- Reliance Infra claims a 'malicious campaign' has already led to a market capitalization loss of over ₹15,000 crore.
- The auditor will continue to serve until the completion of the statutory audit for the financial year ending March 31, 2026.
Reliance Infrastructure Limited has concluded its special window for the re-lodgement of physical share transfer requests, which was open from December 1, 2025, to January 6, 2026. The company reported that zero requests were received, processed, or approved during this period, as confirmed by its registrar, KFin Technologies. This initiative was conducted in compliance with a SEBI circular to assist shareholders with physical certificates. The company has now officially closed this special window following multiple awareness campaigns across newspapers and social media.
- Zero (NIL) requests received for re-lodgement of physical share transfers during the reporting period.
- The special window was active from December 1, 2025, to January 6, 2026.
- Public notices were issued in Financial Express and Navshakti on August 20, October 19, and December 18, 2025.
- The special window for re-lodgement is now closed effective January 6, 2026.
Reliance Infrastructure Limited has announced the closure of its trading window starting January 1, 2026, in compliance with SEBI Insider Trading regulations. This closure is ahead of the declaration of the unaudited financial results for the quarter and nine months ending December 31, 2025. The restriction applies to all designated persons and will remain in effect until 48 hours after the results are publicly disclosed. This is a standard regulatory procedure followed by listed companies before every quarterly earnings announcement.
- Trading window for designated persons to close from Thursday, January 1, 2026.
- Closure pertains to the financial results for the quarter and nine months ending December 31, 2025.
- Window will reopen 48 hours after the official declaration of the financial results.
- Complies with SEBI (Prohibition of Insider Trading) Regulations, 2015.
Reliance Infrastructure shareholders have approved two key special resolutions via postal ballot, providing the company with significant financial flexibility. The resolution for issuing Foreign Currency Convertible Bonds (FCCBs) or other securities passed with a 97.94% majority. Additionally, the proposal to enable enhanced borrowing powers was approved with 89.43% support. However, there was notable institutional resistance to the borrowing power resolution, with 86.9% of institutional votes cast against it.
- Resolution for issuance of FCCBs and other securities approved with 97.94% votes in favor.
- Resolution to enable enhanced borrowing powers approved with an 89.43% majority.
- Institutional investors cast 86.9% of their votes against the borrowing power resolution.
- Total valid votes polled amounted to 17.68 crore across a shareholder base of 7.39 lakh.
- The voting results were finalized and declared on December 18, 2025.
Reliance Infrastructure Limited has announced a special one-time window for shareholders to re-lodge transfer requests for physical shares, following a SEBI circular dated July 02, 2025. This window is specifically for transfer requests that were filed before April 1, 2019, but were rejected, returned, or not processed. The facility is available until January 06, 2026, and all processed transfers will be issued in dematerialized form only. Shareholders must submit the required documentation to the company's Registrar and Transfer Agent, KFin Technologies Limited.
- Special window for re-lodgement of physical share transfer requests is open until January 06, 2026.
- Applies to transfer deeds filed before April 1, 2019, which were previously rejected or returned.
- Action taken in compliance with SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97.
- Shares processed under this special window will be issued exclusively in dematerialized (Demat) form.
- Registrar and Transfer Agent (RTA) for the process is KFin Technologies Limited based in Hyderabad.
Reliance Infrastructure Limited has announced that the Enforcement Directorate (ED) has placed a lien on the company's bank accounts for ₹77.86 crore. This action is related to alleged violations under the Foreign Exchange Management Act (FEMA). The company intends to take appropriate legal steps in response to this order. Investors should monitor the developments of this legal matter and its potential impact on the company's financials.
- ED has placed a lien on RELINFRA bank accounts for ₹77.86 crore.
- The lien is related to alleged violations under FEMA.
- Reliance Infrastructure will take appropriate legal steps.
Financial Performance
Revenue Growth by Segment
Consolidated revenue grew 6.57% YoY to INR 23,999 Cr in FY25 from INR 22,519 Cr in FY24. Key segments include Power Distribution (BSES), which serves 5.3 million customers, and Roads, with an average daily toll collection of INR 2.57 Cr.
Geographic Revenue Split
The revenue is primarily domestic-focused, with the Power Distribution segment (BSES) powering 2/3rd of Delhi across an 851 sq. km. service area. The Roads segment manages 2,472 lane km across various Indian states.
Profitability Margins
Consolidated EBITDA showed a significant increase to INR 12,289 Cr in FY25, representing a 51.2% margin, compared to INR 4,832 Cr (21.4% margin) in FY24. However, standalone PAT remains negative at INR -1,930.18 Cr for FY24 and INR -1,324.05 Cr for 9MFY25.
EBITDA Margin
EBITDA margin improved dramatically to 51.2% in FY25 from 21.4% in FY24, driven by a 154% YoY increase in absolute EBITDA to INR 12,289 Cr, likely due to debt rebalancing and regulatory asset visibility.
Capital Expenditure
The company is shifting focus toward high-value growth engines including Defence manufacturing and Renewables (Solar and Battery systems). Specific planned INR Cr for future capex is not disclosed, but the strategy emphasizes disciplined capital allocation into India's $5T growth engines.
Credit Rating & Borrowing
Interest coverage ratio was -0.41 in FY24 and worsened to -0.48 in 9MFY25. The company has focused on reducing net debt, which fell 40.5% from INR 11,715 Cr in FY24 to INR 6,968 Cr in FY25.
Operational Drivers
Raw Materials
Specific raw material names like steel or copper are not listed, but the business relies on power purchase for distribution and components for aerospace assemblies (Rafale/Falcon 2000). Ammunition and explosives are key inputs for the new defence vertical.
Import Sources
Aerospace components are sourced via JVs with French partners (Dassault, Thales). Other materials are sourced domestically for the E&C and Infrastructure segments.
Key Suppliers
Strategic partners include Dassault Aviation and Thales (France) for aerospace, and Rheinmetall (Germany) for defence systems. Specific commodity suppliers are not disclosed.
Capacity Expansion
BSES manages a peak power of ~5,700 MW. The Metro segment has an 11.4 km operational length with 5 Lakh+ daily ridership. Defence expansion includes the first Falcon 2000 Final Assembly Line outside France.
Raw Material Costs
Not disclosed as a specific percentage of revenue, but the company is transitioning to a 'de-risked' model by eliminating group guarantees and support letters to ensure standalone financial integrity.
Manufacturing Efficiency
Metro ridership has exceeded 110 Crore since inception; Roads serve 2.85 Lakh+ average daily vehicles with a 2,472 lane km management scale.
Logistics & Distribution
Distribution is a core business via BSES, which is described as the 'perennial cash flow engine' powering 2/3rd of Delhi.
Strategic Growth
Expected Growth Rate
7.80%
Growth Strategy
Growth will be achieved by pivoting to 'New Growth Engines': Defence (aerospace, ammunition, MRO), Renewables (solar/battery), and Power Distribution. The strategy involves 'Rebalancing' the capital structure to eliminate over-leverage and 'Ring-fencing' businesses to isolate financial risks.
Products & Services
Power distribution services (BSES), Toll road operations, Metro rail services, Rafale assemblies, Falcon 2000 business jets, and Ammunition/Explosives.
Brand Portfolio
Reliance Infrastructure, BSES (BRPL and BYPL), Reliance Defence, Mumbai Metro.
New Products/Services
Launch of MRO (Maintenance, Repair, and Overhaul) capability hubs and ammunition manufacturing; expected to contribute to the 'New Growth Engines' vertical.
Market Expansion
Targeting high-value niches in aerospace and defence aligned with 'Make in India' and 'Atmanirbhar Bharat' initiatives.
Market Share & Ranking
BSES is India's largest private Discom. The company is a 'focused niche leader' in the defence market dominated by state players.
Strategic Alliances
Joint Ventures with Dassault Aviation and Thales; Strategic Partnerships with Rheinmetall, DIHEL, and STV for export potential.
External Factors
Industry Trends
The industry is shifting toward renewable energy and domestic defence production. Reliance is positioning itself as a 'de-risked' platform with visible cash flows from utility assets to fund these shifts.
Competitive Landscape
Competes with major state-owned and large private players in the infrastructure and defence sectors.
Competitive Moat
Moat consists of long-term utility concessions (BSES) and high-entry-barrier defence JVs. BSES's 2/3rd market share in Delhi provides a stable, perennial cash flow engine.
Macro Economic Sensitivity
Highly sensitive to India's infrastructure spending and 'Viksit Bharat' roadmap aiming for a $5T economy.
Consumer Behavior
Increasing daily ridership in Metro (5 Lakh+) and vehicle traffic on toll roads (2.85 Lakh+) indicates strong demand for urban infra.
Geopolitical Risks
Defence segment benefits from 'Atmanirbhar Bharat' (self-reliance) policies which favor domestic manufacturing over imports.
Regulatory & Governance
Industry Regulations
Operations are subject to regulatory oversight by SEBI, ED, and SFIO regarding past actions. Power distribution is heavily regulated by electricity commissions regarding tariff and regulatory assets.
Environmental Compliance
The company is expanding into Renewables (Solar and Battery systems) to align with ESG and national sustainability goals.
Legal Contingencies
The company has over INR 10,000 Cr across 15+ arbitration claims. There are also ongoing concerns regarding actions by regulators like SEBI, ED, and SFIO.
Risk Analysis
Key Uncertainties
Business continuity risk in E&C (high impact if new contracts aren't signed). Legal risks from weak implementation of regulatory commitments in contracts.
Geographic Concentration Risk
High concentration in Delhi for the power business (2/3rd of the city's power).
Third Party Dependencies
High dependency on government risk-sharing for infrastructure projects (VGF, revenue guarantees).
Technology Obsolescence Risk
Mitigated by JVs with global leaders like Dassault and Thales for advanced aerospace technology.
Credit & Counterparty Risk
Financial risk where project cash flows might be insufficient to cover debt service, though net debt has been reduced to INR 6,968 Cr.