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BSE Code : 500325 | NSE Symbol : RELIANCE | ISIN : INE002A01018 | Industry : Refineries |


Directors Reports

Dear Members,

The Board of Directors present the Company's Forty-eighth Annual Report (Post-IPO) 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:

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Kcrore US$ million* Kcrore US$ million* Kcrore US$ million*

K crore

US$ million*
Profit Before Tax 46,128 5,397 55,273 6,627 1,06,017 12,403

1,04,340

12,509
Current Tax (9,399) (1,100) (10,922) (1,310) (12,758) (1,493)

(13,590)

(1,629)
Deferred Tax (1,467) (172) (2,309) (277) (12,472) (1,459)

(12,117)

(1,453)
Profit After Tax 35,262 4,125 42,042 5,040 80,787 9,451

78,633

9,427

Share of Profit / (Loss) of Associates and Joint Ventures

- - - - 522 61

387

47
Profit After Tax and Share of Profit / 35,262 4,125 42,042 5,040 81,309 9,512

79,020

9,474
(Loss) of Associates and Joint Ventures
Net Profit attributable to Non-Controlling - - - - (11,661) (1,364)

(9,399)

(1,127)
Interest
Net Profit Attributable to Owners of the 35,262 4,125 42,042 5,040 69,648 8,148

69,621

8,347
Company
Balance in Retained Earnings 1,03,213 14,701 97,110 13,970 3,39,787 45,014

2,95,739

39,733

Transferred to statement of Profit & Loss A/c ^

- - - - - -

(818)

(98)
Others #^ - - - - (10,813) (1,265)

-

-
Fresh issue of equity by subsidiary ^ - - - - - -

11,184

1,341
Sub-Total 1,38,475 18,826 1,39,152 19,010 3,98,622 51,897

3,75,726

49,323
Appropriations
Transferred to General Reserve - - (30,000) (3,597) - -

(30,000)

(3,597)
Transferred to Statutory Reserve - - - - (158) (18)

-

-
Transferred from Debenture Redemption - - - - 245 29

-

-
Reserve
Transferred from Special Economic Zone - - 150 18 - -

150

18
Reinvestment Reserve
Dividend on Equity Shares (6,766) (792) (6,089) (730) (6,766) (792)

(6,089)

(730)
Closing Balance 1,31,709 18,034 1,03,213 14,701 3,91,943 51,116

3,39,787

45,014

Figures in brackets represent deductions.

* 1 US$ = C 85.475 Exchange Rate as on March 31, 2025 (1 US$ = C 83.41 as on March 31, 2024). #Includes impact of change in Non-Controlling Interest. ^ Refer Note 15 of the Consolidated Financial Statement.

Results of operations and the state of the Company's affairs

Highlights of the Company's financial performance for the year ended March 31, 2025 are as under:

Standalone

Consolidated

Particulars
K crore US$ billion* K crore US$ billion*
Value of Sales and Services 5,57,163 65.2 10,71,174 125.3
EBITDA 74,163 8.7 1,83,422 21.5
Cash Profit 54,710 6.4 1,46,917 17.2
Net Profit 35,262 4.1 81,309 9.5

* 1 US$ = C 85.475 Exchange Rate as on March 31, 2025

Dividend

The Board of Directors have recommended a dividend of C 5.50 (Rupees Five and Fifty paise only) per equity share of C 10/- (Rupees Ten only) each, on the increased paid-up share capital post issue of bonus shares during the financial year 2024-25 in the ratio of 1:1, aggregating C 7,443 crore. Last year, dividend was C 10/- per equity share of C 10/- each. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Policy is available on the Company's website and can be accessed at https://www. ril.com/sites/default/files/reports/ 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 and date of this report.

Material events during the year

Forfeiture and cancellation of partly paid-up equity shares

The Company cancelled 1,42,565 forfeited partly paid-up equity shares of the Company.

Bonus issue of Equity Shares

The Company declared bonus shares in the ratio of 1:1, i.e., 1 (One) new fully paid-up equity share for every 1 (One) existing fully paid-up equity share and accordingly, issued and allotted 676,61,86,449 equity shares of C 10/- each.

Increase in Authorised Share Capital

The Company increased its Authorised Share Capital to C 50000,00,00,000/- (Rupees Fifty Thousand Crore only) consisting of 4900,00,00,000 (Four Thousand and Nine Hundred Crore) equity shares of C 10/- (Rupees Ten only) each and 100,00,00,000 (One Hundred Crore) preference shares of C 10/ (Rupees Ten only) each and consequently, Clause V of the Memorandum of Association of the Company stands altered.

Reliance and Disney – Strategic Alliance

The Company completed the formation of strategic joint venture (JV) between the Company, Viacom 18 Media Private Limited (now known as Studio 18 Media Private Limited) (“Viacom18”) and The Walt Disney Company (“Disney”), by the transfer of the media and JioCinema businesses into Star India Private Limited. The JV is now a subsidiary of the Company and owned 16.34% by the Company, 46.82% by Viacom18 and 36.84% by Disney.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, which forms part of this Annual Report.

Business operations/ performance of the Company and its major subsidiaries

Major developments and business performance of the Company and its major subsidiaries consolidated with the Company are given below:

Retail

Reliance Retail delivered another year of growth led by steady performance across all consumption baskets.

The business recorded a Gross Revenue of C 330,943 crore for the FY25 with a growth of 7.9% over last year. It has registered an EBITDA of C 25,094 crore, growing by 8.6% Y-o-Y, driven by improved store productivity and effective cost management.

Strategic partnerships such as Shein, Asos, Delta Galil and Saks Fifth Avenue further reinforce Reliance Retail's position as the partner of choice for international brands entering India. Reliance Retail continues to be India's preferred retailer for consumer electronics, fashion & lifestyle and grocery.

Digital Services

Digital Services achieved a revenue of C 1,54,119 crore driven by tariff increase in the mobility business, ramp-up of homes and enterprise services and scale up of digital platforms. The business registered an EBITDA of C 65,001 crore which was on account of higher revenue and consistent improvement in margins. Digital Services has delivered 2X growth in EBITDA over the past four years.

Jio is the largest operator globally

(outside China) by 5G subscribers, with 191 million Jio True5G subscribers. JioAirFiber services has accelerated the pace of home connect and is close to global leadership in FWA with ~6 million homes. In addition, there is also strong momentum in revenue contribution from content bundling and cloud and

IoT services for enterprises.

Media and Entertainment

During the year, JioStar - India's largest media platform was created by the merger of Viacom18 and Star India. It brought together iconic brands across entertainment and sports, including

Colors, Star Plus, Star Gold and Star Sports and integrated JioCinema and Disney+Hotstar into a single super streaming service, JioHotstar. JioStar reinforced its pre-eminent position in the Indian television landscape with 34% viewership share across Entertainment genres. JioHotstar scaled upto 280 million paying subscribers during IPL Season 18, the second highest globally and hit peak

MAUs of 503 million in March 2025. The News business restructuring was also completed with the merger of Network18 and TV18, creating India's biggest omni-channel news media powerhouse. The TV News network was No. 1 in India with leadership in national and regional markets.

Moneycontrol was the undisputed leader in financial news segment. 3 movies of Jio Studio were amongst the year's top 5 Hindi hits.

Oil to Chemicals

Revenue of Oil to Chemicals for FY25 increased by 11 % Y-o-Y to C 6,26,921 crore on account of higher volumes and increased domestic product placement.

EBITDA of Oil to Chemicals for FY25 was at C 54,988 crore, down by 11.9%. Earnings were impacted by weak margin environment across transportation fuels and downstream chemicals. This was partially offset by feedstock sourcing, advantageous ethane cracking.

Strong domestic demand and conducive margin environment enabled higher domestic retail fuel placement through Jio-bp during the year.

Oil & Gas

Oil & Gas segment achieved highest ever revenue and EBITDA and witnessed 3.2% Y-o-Y increase in Revenue to C 25,211 crore & 4.9 % increase in EBITDA to C 21,188 crore.

The increase is mainly on account of higher gas and condensate production from KG-D6 and CBM Field partly offset by lower gas price realisation.

KG D6 has three producing fields namely, R-Cluster, Sat-Cluster and MJ with combined average gas production of ~28 MMSCMD and oil & condensate production of ~21,000 bbls in FY25. Development is being planned for three additional wells in R Cluster and one additional well in Satellite Cluster which is expected to provide incremental recovery of ~240 BCF from these fields. Development Plan for these additional wells is approved by the Government.

In CBM, first 40 Multi-lateral Wells (MLW) campaign has been completed. The campaign has established > 3X productivity of MLWs compared to vertical wells. Incremental production of 0.4 MMSCMD from the 40 MLWs has helped in successfully reversing the field decline. Average field production for FY 25 is ~0.8 MMSCMD. Based on the success of first MLW campaign, the Company aims to continue MLW campaigns and prepare for development of CBM (East) and accordingly, has commenced second

40 MLW campaign.

Together these fields are contributing to 30% of India's Production.

Credit Rating

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

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, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the consolidated audited financial statement forms part of this Annual Report.

Subsidiary, Joint Venture and Associate companies

During the year under review, companies listed in Annexure I to this

Report have become and/or ceased to be the subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statement of subsidiary, associate, joint venture companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated audited financial statement and therefore not repeated in this Report to avoid duplication.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Company's website and can be accessed at https:// www.ril.com/reports/RIL-Integrated-Annual-Report-2024-25.pdf. The financial statements of the subsidiaries, are available on the Company's website and can be accessed at https:// www.ril.com/investors/subsidiaries-associates/financial-statements-of-subsidiaries/financial-statements-of-subsidiaries-2024-25.

The Policy for determining Material Subsidiaries is available on the Company's website and can be accessed at https://www.ril.com/ sites/default/files/reports/Material-Subsidiaries.pdf.

During the year under review, Jio Platforms Limited, Reliance Jio

Infocomm Limited, Reliance Retail

Ventures Limited, Reliance Retail Limited, Reliance Global Energy Services (Singapore) Pte. Limited and

Reliance International Limited were material subsidiaries of the Company as per the Listing Regulations.

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 judgements 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 are 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.

Corporate Governance

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing

Regulations forms part of this Annual

Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the Listing Regulations, the BRSR describes the performance of the Company on environmental, social and governance aspects. The disclosures on key performance indicators (KPIs) of BRSR Core and Independent

Assurance Report on the identified sustainability information are available on the Company's website and can be accessed at https://www.ril.com/ reports/BRSR202425.pdf.

Contracts or arrangements with related parties

During the year under review:

a) all contracts/arrangements/ transactions entered by the

Company with related parties were in the ordinary course of business and on arm's length basis.

b) contracts/arrangements/ transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

Details of 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 provided in Annexure II to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company's website and can be accessed at https://www.ril.com/ sites/default/files/reports/Policy-on-Materiality-of-RPT.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 32 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

The CSR activities undertaken during the year reflect the ‘We Care' philosophy that guides the Company's approach. These CSR initiatives of the Company, under the leadership of Smt. Nita M. Ambani, Founder & Chairperson, Reliance Foundation, have touched the lives of more than 86 million people, across 91,500+ villages and several urban locations across India since 2010.

As per the CSR Policy, the Company stepped up its endeavours to bring positive momentum to the lives of people and enable an inclusive approach through initiatives in the areas of Rural Transformation, Health, Education, Sports for Development, Women Empowerment, Disaster Management, Arts, Culture & Heritage and Environment. The three core commitments of Scale, Impact and Sustainability, with a focus on environment, women, youth and grassroots sports, form the bedrock of the Company's philosophy for CSR initiatives.

The Company through its various CSR initiatives, has aligned with various national priority initiatives including the Gram Uday Se Bharat Uday Abhiyan, Unnat Bharat Abhiyan, Swachh Bharat Abhiyan, Jal Shakti Abhiyan, Sabki Yojana Sabka Vikas, Skill India Mission, NIPUN Bharat Mission, National Rural Livelihoods Mission and Digital India.

The CSR initiatives of the Company have won several awards including the CII Water Award in ‘Beyond the Fence' category, IAA Olive Crown Awards and the Social Change Maker Award at the 14thCSR Leadership Summit, 2024. The Company was also one of the top three finalists in the 15thAegis Graham Bell Award.

The CSR Policy is available on the Company's website and can be accessed at https://www.ril.com/sites/ default/files/reports/CSR-Policy.pdf.

During the year under review, the Company has spent C 1,309 crore (2.49% 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, directly/through implementing agencies. The progress and impact through the CSR initiatives reaffirm Reliance's commitment of ‘We

Care'; contributing to India's national priorities and building a hopeful future for all.

The Annual Report on CSR activities including summary of Impact Assessment Report is annexed and marked as Annexure III to this Report.

Risk Management

The Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a) overseeing the Company's enterprise wide risk management framework;

b) ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and

c) ensuring that all adequate risk mitigation measures are in place to address these risks.

Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

Internal Financial Controls

The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes.

Assurance to the Board on the effectiveness of internal financial controls is obtained through Three

Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group

Internal Audit function.

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

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Nikhil R. Meswani and Ms. Isha M. Ambani, Directors of the Company, retire by rotation at the ensuing AGM. The Board of Directors of the Company, based on the recommendation of the

Human Resources, Nomination and Remuneration (HRNR) Committee, have recommended their re-appointment.

The members of the Company, vide resolutions passed through postal ballot, approved:

i. appointment of Shri Haigreve

Khaitan as an Independent

Director of the Company for a term of 5 (five) consecutive years, i.e., upto March 31, 2029;

ii. re-appointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director of the Company for a second term of 5 (five) consecutive years, i.e., upto July 18, 2029; and

iii. re-appointment of Shri P.M.S. Prasad as a Whole-time Director, designated as an Executive Director of the Company, for a period of 5 (five) years, with effect from August 21, 2024.

In the opinion of the Board, Shri Haigreve Khaitan and His Excellency Yasir Othman H. Al

Rumayyan possess requisite expertise, integrity, experience and proficiency.

The Board of Directors based on the recommendation of the

HRNR Committee:

a) approved re-appointment of Shri Hital R. Meswani as a Whole-time Director, designated as an Executive Director of the Company, for a period of 5 (five) years, with effect from August 4, 2025; and

b) appointed Shri Anant M. Ambani as a Whole-time Director, designated as an Executive Director of the Company, for a period of 5 (five) years, with effect from May 1, 2025.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing

Regulations; and

b) they have registered their names in the Independent

Directors' Databank.

The Company has devised, inter alia, the following policies viz.:

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

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

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the HRNR Committee 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. The Policy is available on the Company's website and can be accessed at https://www.ril.com/ sites/default/files/reports/Policy-for-Selection-of-Directors.pdf.

The Company's remuneration policy is directed towards rewarding performance, based on review of achievements. The remuneration policy is in consonance with existing industry practice. The Policy is available on the Company's website and can be accessed at https://www.ril.com/sites/ default/files/reports/Remuneration-Policy-for-Directors.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 HRNR Committee, 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 Chairman 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 the respective Committees.

Employees' Stock Option Scheme

The HRNR Committee, through RIL ESOS 2017 Trust administers and monitors Reliance Industries Limited

Employees' Stock Option Scheme 2017 (ESOS-2017).

The ESOS-2017 is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The details as required to be disclosed under the SBEB Regulations are available on the Company's website and can be accessed at https://www.ril.com/sites/ default/files/esos_2017_disclosure.pdf.

Auditors and Auditors' Report

Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants and Chaturvedi & Shah LLP, Chartered Accountants, were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the 45th AGM (Post-IPO) held on August 29, 2022. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The

Notes to the financial statements referred in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Auditors

The Board has appointed the following Cost Accountants as Cost Auditors for conducting the audit of cost records of various products of the Company, for the financial year 2025-26:

i. Textiles Business Kiran J. Mehta & Co.;

ii. Chemicals Business Diwanji & Co., K.G. Goyal & Associates, V.J. Talati & Co., Suresh Damodar Shenoy, Shome & Banerjee, Dilip M Malkar & Co. and V. Kumar & Associates;

iii. Polyester Business Kiran J. Mehta & Co., Dilip M Malkar & Co. and V. Kumar & Associates;

iv. Electricity Generation Diwanji & Co., K. G. Goyal & Associates and Balwinder & Associates;

v. Petroleum Business Suresh Damodar Shenoy;

vi. Oil & Gas Business Shome & Banerjee;

vii. Gasification - Suresh Damodar Shenoy and Diwanji & Co.; viii. Composites Business Kiran J. Mehta & Co.; and

ix. Telecommunication Business - Shome & Banerjee.

Shome & Banerjee, Cost Accountants, have been nominated as the Company's Lead Cost Auditor.

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Secretarial Auditor

The Board had appointed

Dr. K.R. Chandratre, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit

Report for the financial year ended March 31, 2025 is annexed and marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of Dr. K.R. Chandratre, Practising Company Secretary, 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.

Disclosures

Meetings of the Board

Six meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

Audit Committee

The Audit Committee comprises Shri Raminder Singh Gujral (Chairman), Shri K. V. Chowdary and Shri Haigreve

Khaitan. All the recommendations made by the Audit Committee were accepted by the Board.

Human Resources, Nomination and Remuneration (HRNR) Committee

The HRNR Committee comprises Dr. Shumeet Banerji (Chairman), Shri Raminder Singh Gujral and Shri K. V. Chowdary.

Corporate Social Responsibility and Governance (CSR&G) Committee

The CSR&G Committee comprises Dr. Shumeet Banerji (Chairman), Shri Nikhil R. Meswani and Shri K. V. Chowdary.

Environmental, Social and Governance (ESG) Committee

The ESG Committee comprises Shri Hital R. Meswani (Chairman), Shri P.M.S. Prasad and Smt. Arundhati Bhattacharya.

Stakeholders' Relationship (SR) Committee

The SR Committee comprises Shri K. V. Chowdary (Chairman), Smt. Arundhati Bhattacharya, Shri Nikhil R. Meswani and Shri Hital R. Meswani.

Risk Management (RM) Committee

The RM Committee comprises Shri Raminder Singh Gujral (Chairman), Dr. Shumeet Banerji, Shri Hital R. Meswani, Shri P.M.S. Prasad, Shri K. V. Chowdary and Shri Srikanth Venkatachari.

Vigil Mechanism and Whistle-blower Policy

The Company has established a robust Vigil Mechanism and Whistle-blower Policy in accordance with the provisions of the Act and the Listing Regulations. Ethics & Compliance Task Force (ECTF) comprising Executive Director, General Counsel, Group Controller and Company Secretary has been established, which oversees and monitors the implementation of ethical business practices in the Company.

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 dedicated telephone line or a letter to the ECTF or to the Chairman of the Audit Committee.

ECTF oversees these mechanisms that allow employees to report unethical practices confidentially, ensuring protection against retaliation. ECTF evaluates incidents of suspected or actual violations of the Code of Conduct and reports them to the Audit Committee every quarter.

The Policy is available on the Company's website and can be accessed at https://www.ril.com/sites/ default/files/reports/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf.

Prevention of sexual harassment at workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the 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 constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

Particulars of loans, investments, guarantees and securities

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are disclosed in the

Standalone Financial Statement (Please refer Note 2, 3, 7, 32, and 38 to the Standalone Financial Statement).

Conservation of energy, technology absorption, foreign exchange earnings and outgo

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

Act, are provided in Annexure V to this 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 https://www. ril.com/sites/default/files/reports/ AnnualReturn-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 the top ten employees in terms of remuneration drawn and 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 rilagm@ril.com.

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:

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

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

• Issue of sweat equity shares to the employees or directors of the Company.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

• 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.

• No fraud has been reported by the

Auditors to the Audit Committee or the Board.

• No change in the nature of business of the Company.

• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• No instance of one time settlement with any Bank or Financial Institution.

• No amendment in the policies referred in this report.

Acknowledgement

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.

For and on behalf of the Board of Directors

Mukesh D. Ambani

Chairman and Managing Director

Mumbai, April 25, 2025