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