The Board of Directors present the Company's Forty-eighth Annual Report (Post-IPO) and the Company's audited financialstatements 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
Kcrore
US$ million*
K crore
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 andJoint Ventures
-
522
61
387
47
Profit After Tax and Share of Profit /(Loss) of Associates and Joint Ventures
81,309
9,512
79,020
9,474
Net Profit attributable to Non-ControllingInterest
(11,661)
(1,364)
(1,127)
Net Profit Attributable to Owners of theCompany
69,648
8,148
69,621
8,347
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 & LossA/c A
(818)
(98)
Others #A
(10,813)
(1,265)
Fresh issue of equity by subsidiary A
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)
Transferred to Statutory Reserve
(158)
(18)
Transferred from Debenture RedemptionReserve
245
29
Transferred from Special Economic ZoneReinvestment Reserve
150
18
Dividend on Equity Shares
(6,766)
(792)
(6,089)
(730)
Closing Balance
1,31,709
18,034
3,91,943
51,116
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.
A Refer Note 15 of the Consolidated Financial Statement.
Results of operations and the state of theCompany’s affairs
Highlights of the Company’s financial performance for theyear ended March 31, 2025 are as under:
Particulars
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
4.1
9.5
The Board of Directors haverecommended a dividend of C 5.50(Rupees Five and Fifty paise only) perequity share of C 10/- (Rupees Tenonly) each, on the increased paid-upshare capital post issue of bonus sharesduring the financial year 2024-25 inthe ratio of 1:1, aggregating C 7,443crore. Last year, dividend was C 10/- perequity share of C 10/- each. Dividend issubject to approval of members at theensuing Annual General Meeting (AGM)
and shall be subject to deduction ofincome tax at source.
The dividend recommended is inaccordance with the Company'sDividend Distribution Policy. The Policyis available on the Company's websiteand can be accessed at https://www.ril.com/sites/default/files/reports/Dividend-Distribution-Policv.pdf
There have been no material changesand commitments affecting thefinancial position of the Companybetween the end of the financial yearand date of this report.
The Company cancelled 1,42,565forfeited partly paid-up equity shares ofthe Company.
The Company declared bonus sharesin the ratio of 1:1, i.e., 1 (One) newfully paid-up equity share for every1 (One) existing fully paid-up equityshare and accordingly, issued andallotted 676,61,86,449 equity shares ofC 10/- each.
The Company increased its AuthorisedShare Capital to C 50000,00,00,000/-(Rupees Fifty Thousand Crore only)consisting of 4900,00,00,000 (FourThousand and Nine Hundred Crore)equity shares of C 10/- (Rupees Tenonly) each and 100,00,00,000 (OneHundred Crore) preference sharesof C 10/- (Rupees Ten only) eachand consequently, Clause V of theMemorandum of Association of theCompany stands altered.
The Company completed the formationof strategic joint venture (JV) betweenthe Company, Viacom 18 Media PrivateLimited (now known as Studio 18 MediaPrivate Limited) ("Viacom18") and TheWalt Disney Company ("Disney"), by the
transfer of the media and JioCinemabusinesses into Star India PrivateLimited. The JV is now a subsidiary ofthe Company and owned 16.34% bythe Company, 46.82% by Viacom18and 36.84% by Disney.
ManagementDiscussion andAnalysis Report
Management Discussion and AnalysisReport for the year under review, as perthe Securities and Exchange Board ofIndia (Listing Obligations and DisclosureRequirements) Regulations, 2015("Listing Regulations"), is presented ina separate section, which forms part ofthis Annual Report.
Business operations/performance of theCompany and its majorsubsidiaries
Major developments and businessperformance of the Company and itsmajor subsidiaries consolidated withthe Company are given below:
Retail
Reliance Retail delivered another yearof growth led by steady performanceacross all consumption baskets.
The business recorded a Gross Revenueof C 330,943 crore for the FY25 witha growth of 7.9% over last year. It hasregistered an EBITDA of C 25,094crore, growing by 8.6% Y-o-Y, drivenby improved store productivity andeffective cost management.
Strategic partnerships such as Shein,Asos, Delta Galil and Saks Fifth Avenuefurther reinforce Reliance Retail'sposition as the partner of choicefor international brands enteringIndia. Reliance Retail continues to beIndia's preferred retailer for consumerelectronics, fashion & lifestyleand grocery.
Digital Services
Digital Services achieved a revenueof C 1,54,119 crore driven by tariffincrease in the mobility business,ramp-up of homes and enterpriseservices and scale up of digitalplatforms. The business registeredan EBITDA of C 65,001 crore whichwas on account of higher revenueand consistent improvement inmargins. Digital Services has delivered2X growth in EBITDA over the pastfour years.
Jio is the largest operator globally(outside China) by 5G subscribers, with191 million Jio True5G subscribers.JioAirFiber services has accelerated thepace of home connect and is close toglobal leadership in FWA with ~6 millionhomes. In addition, there is also strongmomentum in revenue contributionfrom content bundling and cloud andIoT services for enterprises.
Media andEntertainment
During the year, JioStar - India's largestmedia platform was created by themerger of Viacom18 and Star India. Itbrought together iconic brands acrossentertainment and sports, includingColors, Star Plus, Star Gold and StarSports and integrated JioCinema andDisney Hotstar into a single superstreaming service, JioHotstar. JioStarreinforced its pre-eminent positionin the Indian television landscapewith 34% viewership share acrossEntertainment genres. JioHotstarscaled upto 280 million payingsubscribers during IPL Season 18, thesecond highest globally and hit peakMAUs of 503 million in March 2025.
The News business restructuring wasalso completed with the merger ofNetwork18 and TV18, creating India'sbiggest omni-channel news mediapowerhouse. The TV News networkwas No. 1 in India with leadershipin national and regional markets.Moneycontrol was the undisputedleader in financial news segment.
3 movies of Jio Studio were amongstthe year's top 5 Hindi hits.
Oil to Chemicals
Revenue of Oil to Chemicals for FY25increased by 11 % Y-o-Y to C 6,26,921crore on account of higher volumes andincreased domestic product placement.
EBITDA of Oil to Chemicals for FY25was at C 54,988 crore, down by11.9%. Earnings were impacted byweak margin environment acrosstransportation fuels and downstreamchemicals. This was partially offset
by feedstock sourcing, advantageousethane cracking.
Strong domestic demand andconducive margin environment enabledhigher domestic retail fuel placementthrough Jio-bp during the year.
Oil & Gas
Oil & Gas segment achieved highestever revenue and EBITDA andwitnessed 3.2% Y-o-Y increase inRevenue to C 25,211 crore & 4.9 %increase in EBITDA to C 21,188 crore.The increase is mainly on account ofhigher gas and condensate productionfrom KG-D6 and CBM Field partlyoffset by lower gas price realisation.
KG D6 has three producing fieldsnamely, R-Cluster, Sat-Cluster and MJwith combined average gas productionof ~28 MMSCMD and oil & condensateproduction of ~21,000 bbls in FY25.Development is being planned for threeadditional wells in R Cluster and oneadditional well in Satellite Cluster whichis expected to provide incrementalrecovery of ~240 BCF from these fields.Development Plan for these additionalwells is approved by the Government.
In CBM, first 40 Multi-lateral Wells(MLW) campaign has been completed.The campaign has established > 3Xproductivity of MLWs compared tovertical wells. Incremental productionof 0.4 MMSCMD from the 40 MLWshas helped in successfully reversingthe field decline. Average fieldproduction for FY 25 is ~0.8 MMSCMD.Based on the success of first MLWcampaign, the Company aims tocontinue MLW campaigns and preparefor development of CBM (East) andaccordingly, has commenced second40 MLW campaign.
Together these fields are contributingto 30% of India's Production.
Credit Rating
The Company's financial discipline andprudence is reflected in the strongcredit ratings ascribed by ratingagencies. The details of credit ratingsare disclosed in the ManagementDiscussion and Analysis Report, whichforms part of this Annual Report.
Consolidated FinancialStatement
In accordance with the provisions ofthe Companies Act, 2013 ("the Act")and the Listing Regulations read withInd AS 110-Consolidated FinancialStatements, Ind AS 28-Investmentsin Associates and Joint Venturesand Ind AS 31-Interests in JointVentures, the consolidated auditedfinancial statement forms part of thisAnnual Report.
Subsidiary, JointVenture and Associatecompanies
During the year under review,companies listed in Annexure I to thisReport have become and/or ceasedto be the subsidiary, joint venture orassociate of the Company.
A statement providing details ofperformance and salient featuresof the financial statement ofsubsidiary, associate, joint venturecompanies, as per Section 129(3) ofthe Act, is provided as Annexure Ato the consolidated audited financialstatement and therefore not repeatedin this Report to avoid duplication.
The audited financial statementsincluding the consolidated financialstatement of the Company and all otherdocuments required to be attachedthereto are available on the Company'swebsite and can be accessed at https://www.ril.com/reports/RIL-Integrated-Annual-Report-2024-25.pdf. Thefinancial statements of the subsidiaries,are available on the Company's websiteand 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 MaterialSubsidiaries is available on theCompany's website and can beaccessed at https://www.ril.com/sites/default/files/reports/Material-Subsidiaries.pdf.
During the year under review, JioPlatforms Limited, Reliance JioInfocomm Limited, Reliance RetailVentures Limited, Reliance RetailLimited, Reliance Global EnergyServices (Singapore) Pte. Limited and
Reliance International Limited werematerial subsidiaries of the Company asper the Listing Regulations.
Secretarial Standards
The Company has followed theapplicable Secretarial Standards withrespect to Meetings of the Board ofDirectors (SS-1) and General Meetings(SS-2) issued by the I nstitute ofCompany Secretaries of India.
Directors’
Responsibility
Statement
Your Directors state that:
a) in the preparation of the annualaccounts for the year endedMarch 31, 2025, the applicableaccounting standards read withrequirements set out underSchedule III to the Act have beenfollowed and there are no materialdepartures from the same;
b) the Directors have selected suchaccounting policies and appliedthem consistently and madejudgements and estimates thatare reasonable and prudent so asto give a true and fair view of thestate of affairs of the Companyas at March 31, 2025 and of theprofit of the Company for the yearended on that date;
c) the Directors have takenproper and sufficient care forthe maintenance of adequateaccounting records in accordancewith the provisions of the Act
for safeguarding the assets ofthe Company and for preventingand detecting fraud andother irregularities;
d) the Directors have preparedthe annual accounts on a goingconcern basis;
e) the Directors have laid downinternal financial controls to befollowed by the Company and thatsuch internal financial controlsare adequate and are operatingeffectively; and
f) the Directors have devisedproper systems to ensurecompliance with the provisionsof all applicable laws and thatsuch systems are adequate andoperating effectively.
Corporate Governance
The Company is committed to maintainthe highest standards of governanceand has also implemented several bestgovernance practices. The CorporateGovernance Report as per the ListingRegulations forms part of this AnnualReport. Certificate from the Auditors ofthe Company confirming compliancewith the conditions of CorporateGovernance is attached to theCorporate Governance Report.
BusinessResponsibility &Sustainability Report(BRSR)
In accordance with the ListingRegulations, the BRSR describesthe performance of the Companyon environmental, social andgovernance aspects. The disclosureson key performance indicators (KPIs)of BRSR Core and IndependentAssurance Report on the identifiedsustainability information are availableon the Company's website and canbe accessed at https://www.ril.com/reports/BRSR202425.pdf.
Contracts orarrangements withrelated parties
During the year under review:
a) all contracts/arrangements/transactions entered by theCompany with related partieswere in the ordinary course ofbusiness and on arm's length basis.
b) contracts/arrangements/transactions which were material,were entered into with relatedparties in accordance with
the policy of the Company onMateriality of Related PartyTransactions and on dealing withRelated Party Transactions.
Details of contracts/arrangements/transactions with related party whichare required to be reported in Form No.AOC-2 in terms of Section 134(3)(h)read with Section 188 of the Act andRule 8(2) of the Companies (Accounts)Rules, 2014 are provided in Annexure IIto this Report.
The Policy on Materiality of RelatedParty Transactions and on dealing withRelated Party Transactions is availableon the Company's website and canbe accessed at https://www.ril.com/sites/default/files/reports/Policy-on-Materialitv-of-RPT.pdf.
There were no materially significantrelated party transactions whichcould have potential conflict with theinterests of the Company at large.
Members may refer to Note 32 of theStandalone Financial Statement whichsets out Related Parties Disclosurespursuant to Ind AS.
Corporate SocialResponsibility (CSR)
The CSR activities undertakenduring the year reflect the 'We Care'philosophy that guides the Company'sapproach. These CSR initiatives ofthe Company, under the leadershipof Smt. Nita M. Ambani, Founder &Chairperson, Reliance Foundation,have touched the lives of more than 86million people, across 91,500 villagesand several urban locations across Indiasince 2010.
As per the CSR Policy, the Companystepped up its endeavours to bringpositive momentum to the livesof people and enable an inclusiveapproach through initiatives in theareas of Rural Transformation, Health,Education, Sports for Development,Women Empowerment, DisasterManagement, Arts, Culture & Heritageand Environment. The three corecommitments of Scale, Impactand Sustainability, with a focus onenvironment, women, youth andgrassroots sports, form the bedrockof the Company's philosophy forCSR initiatives.
The Company through its various CSRinitiatives, has aligned with variousnational priority initiatives including theGram Uday Se Bharat Uday Abhiyan,Unnat Bharat Abhiyan, Swachh BharatAbhiyan, Jal Shakti Abhiyan, SabkiYojana Sabka Vikas, Skill India Mission,NIPUN Bharat Mission, National RuralLivelihoods Mission and Digital India.
The CSR initiatives of the Companyhave won several awards including theCII Water Award in 'Beyond the Fence'
category, IAA Olive Crown Awards andthe Social Change Maker Award at the14th CSR Leadership Summit, 2024.
The Company was also one of the topthree finalists in the 15th Aegis GrahamBell Award.
The CSR Policy is available on theCompany's website and can beaccessed at https://www.ril.com/sites/default/files/reports/CSR-Policy.pdf.
During the year under review, theCompany has spent C 1,309 crore(2.49% of the average net profits of theimmediately preceding three financialyears) towards identified and approvedCSR initiatives covered under ScheduleVII to the Act, directly/throughimplementing agencies. The progressand impact through the CSR initiativesreaffirm Reliance's commitment of 'WeCare'; contributing to India's nationalpriorities and building a hopeful futurefor all.
The Annual Report on CSR activitiesincluding summary of ImpactAssessment Report is annexed andmarked as Annexure III to this Report.
Risk Management
The Company has a structured GroupRisk Management Framework, designedto identify, assess and mitigate risksappropriately. The Risk ManagementCommittee has been entrusted withthe responsibility to assist the Board in:
a) overseeing the Company'senterprise wide riskmanagement framework;
b) ensuring that all material Strategicand Commercial risks includingCybersecurity, Safety andOperations, Compliance, Controland Financial risks have beenidentified and assessed; and
c) ensuring that all adequate riskmitigation measures are in place toaddress these risks.
Further details on the risk managementactivities including the implementationof risk management policy, key risksidentified and their mitigations arecovered in Management Discussion andAnalysis Report, which forms part ofthis Annual Report.
Internal FinancialControls
The key internal financial controlshave been documented, automatedwherever possible and embedded inthe respective business processes.
Assurance to the Board on theeffectiveness of internal financialcontrols is obtained through ThreeLines of Defence which include:
a) Management reviews andself-assessment;
b) Continuous controls monitoringby functional experts; and
c) Independent design andoperational testing by the GroupInternal Audit function.
The Company believes that thesesystems provide reasonable assurancethat the Company's internal financialcontrols are adequate and are operatingeffectively as intended.
Directors and KeyManagerial Personnel
In accordance with the provisions ofthe Act and the Articles of Associationof the Company, Shri Nikhil R.
Meswani and Ms. Isha M. Ambani,Directors of the Company, retire byrotation at the ensuing AGM. TheBoard of Directors of the Company,based on the recommendation of theHuman Resources, Nomination andRemuneration (HRNR) Committee, haverecommended their re-appointment.
The members of the Company, videresolutions passed through postalballot, approved:
i. appointment of Shri HaigreveKhaitan as an I ndependentDirector of the Company for aterm of 5 (five) consecutive years,
i.e., upto March 31, 2029;
ii. re-appointment of His ExcellencyYasir Othman H. Al Rumayyan asan Independent Director of theCompany for a second term of 5(five) consecutive years, i.e., uptoJuly 18, 2029; and
iii. re-appointment of Shri P.M.S.Prasad as a Whole-time Director,designated as an ExecutiveDirector of the Company, for a
period of 5 (five) years, with effectfrom August 21, 2024.
In the opinion of the Board,
Shri Haigreve Khaitan and HisExcellency Yasir Othman H. AlRumayyan possess requisite expertise,integrity, experience and proficiency.
The Board of Directors basedon the recommendation of theHRNR Committee:
a) approved re-appointmentof Shri Hital R. Meswani as aWhole-time Director, designatedas an Executive Director of theCompany, for a period of 5 (five)years, with effect from August 4,2025; and
b) appointed Shri Anant M. Ambanias a Whole-time Director,designated as an ExecutiveDirector of the Company, for aperiod of 5 (five) years, with effectfrom May 1, 2025.
The Company has received declarationsfrom all the Independent Directors ofthe Company confirming that:
a) they meet the criteria ofindependence prescribedunder the Act and the ListingRegulations; and
b) they have registered theirnames in the IndependentDirectors' Databank.
The Company has devised, inter alia,the following policies viz.:
a) Policy for selection of Directorsand determining Directors'independence; and
b) Remuneration Policy for Directors,Key Managerial Personnel andother employees.
The Policy for selection of Directors anddetermining Directors' independencesets out the guiding principles forthe HRNR Committee for identifyingpersons who are qualified to becomeDirectors and to determine theindependence of Directors, whileconsidering their appointment asindependent directors of the Company.The Policy also provides for thefactors in evaluating the suitabilityof individual board members withdiverse background and experiencethat are relevant for the Company'soperations. The Policy is available onthe Company's website and can beaccessed at https://www.ril.com/sites/default/files/reports/Policy-for-Selection-of-Directors.pdf.
The Company's remuneration policyis directed towards rewardingperformance, based on review ofachievements. The remuneration policyis in consonance with existing industrypractice. The Policy is available onthe Company's website and can beaccessed at https://www.ril.com/sites/default/files/reports/Remuneration-Policv-for-Directors.pdf.
Performance
Evaluation
The Company has a policy forperformance evaluation of the Board,Committees and other individualDirectors (including IndependentDirectors) which includes criteriafor performance evaluation ofNon-Executive Directors andExecutive Directors.
In accordance with the manner ofevaluation specified by the HRNRCommittee, the Board carried outannual performance evaluation of theBoard, its Committees and IndividualDirectors. The Independent Directorscarried out annual performanceevaluation of the Chairman, thenon-independent directors and theBoard as a whole. The Chairman ofthe respective Committees sharedthe report on evaluation with therespective Committee members. Theperformance of each Committee wasevaluated by the Board based on thereport of evaluation received from therespective Committees.
Employees’ StockOption Scheme
The HRNR Committee, through RILESOS 2017 Trust administers andmonitors Reliance Industries LimitedEmployees' Stock Option Scheme 2017(ESOS-2017).
The ESOS-2017 is in line with theSEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021(SBEB Regulations). The details asrequired to be disclosed under the
SBEB Regulations are available onthe Company's website and can beaccessed at https://www.ril.com/sites/default/files/esos 2017 disclosure.pdf.
Auditors and Auditors’Report
Auditors
Deloitte Haskins & Sells LLP, CharteredAccountants and Chaturvedi &
Shah LLP, Chartered Accountants,were appointed as the Auditors ofthe 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 theyare not disqualified from continuing asthe Auditors of the Company.
The Auditors' Report does notcontain any qualification, reservation,adverse remark or disclaimer. TheNotes to the financial statementsreferred in the Auditors' Report areself-explanatory and do not call for anyfurther comments.
Cost Auditors
The Board has appointed the followingCost Accountants as Cost Auditors forconducting the audit of cost records ofvarious products of the Company, forthe 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 DamodarShenoy, Shome & Banerjee, DilipM 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 andBalwinder & Associates;
v. Petroleum Business - SureshDamodar Shenoy;
vi. Oil & Gas Business - Shome& Banerjee;
vii. Gasification - Suresh DamodarShenoy 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'sLead Cost Auditor.
In accordance with the provisions ofthe Act, read with the Companies (CostRecords and Audit) Rules, 2014, theCompany has maintained cost records.
Secretarial Auditor
The Board had appointedDr. K.R. Chandratre, Practising CompanySecretary, to conduct the SecretarialAudit of the Company for the financialyear 2024-25. The Secretarial AuditReport for the financial year endedMarch 31, 2025 is annexed and markedas Annexure IV to this Report. TheSecretarial Audit Report does notcontain any qualification, reservation,adverse remark or disclaimer.
In accordance with the recentamendments to the Listing Regulations,the Board has recommended tothe members for their approval,appointment of Dr. K.R. Chandratre,Practising Company Secretary, as theSecretarial Auditor of the Company, fora term of 5 (five) consecutive financialyears commencing from the financialyear 2025-26 to the financial year2029-30.
Disclosures
Meetings of the Board
Six meetings of the Board of Directorswere held during the year. Theparticulars of the meetings heldand attendance of each Directorare detailed in the CorporateGovernance Report.
Audit Committee
The Audit Committee comprisesShri Raminder Singh Gujral (Chairman),Shri K. V. Chowdary and Shri HaigreveKhaitan. All the recommendations madeby the Audit Committee were acceptedby the Board.
Human Resources,Nomination andRemuneration (HRNR)Committee
The HRNR Committee comprisesDr. Shumeet Banerji (Chairman),
Shri Raminder Singh Gujral andShri K. V. Chowdary.
Corporate SocialResponsibility andGovernance (CSR&G)Committee
The CSR&G Committee comprisesDr. Shumeet Banerji (Chairman),
Shri Nikhil R. Meswani andShri K. V. Chowdary.
Environmental, Socialand Governance (ESG)Committee
The ESG Committee comprisesShri Hital R. Meswani (Chairman),
Shri P.M.S. Prasad andSmt. Arundhati Bhattacharya.
Stakeholders’ Relationship(SR) Committee
The SR Committee comprisesShri K. V. Chowdary (Chairman),
Smt. Arundhati Bhattacharya, Shri NikhilR. Meswani and Shri Hital R. Meswani.
Risk Management (RM)Committee
The RM Committee comprisesShri Raminder Singh Gujral(Chairman), Dr. Shumeet Banerji,
Shri Hital R. Meswani, Shri P.M.S.
Prasad, Shri K. V. Chowdary andShri Srikanth Venkatachari.
Vigil Mechanism andWhistle-blower Policy
The Company has established arobust Vigil Mechanism and Whistle¬blower Policy in accordance with theprovisions of the Act and the ListingRegulations. Ethics & Compliance TaskForce (ECTF) comprising ExecutiveDirector, General Counsel, GroupController and Company Secretary hasbeen established, which oversees andmonitors the implementation of ethicalbusiness practices in the Company.
Employees and other stakeholdersare required to report actual orsuspected violations of applicablelaws and regulations and the Codeof Conduct. Such genuine concerns(termed Reportable Matter) disclosedas per Policy are called "ProtectedDisclosures" and can be raised by aWhistle-blower through an e-mail ordedicated telephone line or a letterto the ECTF or to the Chairman of theAudit Committee.
ECTF oversees these mechanisms thatallow employees to report unethicalpractices confidentially, ensuringprotection against retaliation. ECTFevaluates incidents of suspectedor actual violations of the Code ofConduct and reports them to the AuditCommittee every quarter.
The Policy is available on theCompany's website and can beaccessed at https://www.ril.com/sites/default/files/reports/Vigil-Mechanism-and-Whistle-Blower-Policv.pdf.
Prevention of sexualharassment atworkplace
In accordance with the requirementsof the Sexual Harassment of Womenat Workplace (Prevention, Prohibition& Redressal) Act, 2013 (POSH Act)and the Rules made thereunder,the Company has in place a policywhich mandates no tolerance againstany conduct amounting to sexualharassment of women at workplace.
The Company has constituted InternalCommittee(s) (ICs) to redress andresolve any complaints arising underthe POSH Act. Training/awarenessprogrammes are conducted throughoutthe year to create sensitivity towardsensuring a respectable workplace.
Particulars ofloans, investments,guarantees andsecurities
Particulars of loans given, investmentsmade, guarantees given and securitiesprovided along with the purpose forwhich the loan or guarantee or securityprovided is proposed to be utilisedby the recipient are disclosed in theStandalone Financial Statement (Please
refer Note 2, 3, 7, 32, and 38 to theStandalone Financial Statement).
Conservation ofenergy, technologyabsorption, foreignexchange earningsand outgo
The particulars relating to conservationof energy, technology absorption,foreign exchange earnings and outgo,as required to be disclosed under theAct, are provided in Annexure V tothis Report.
Annual Return
The Annual Return of the Companyas on March 31, 2025 is availableon the Company's website andcan be accessed at https://www.ril.com/sites/default/files/reports/AnnualReturn-2024-25.pdf.
Particulars ofemployees and relateddisclosures
In terms of the provisions of Section197(12) of the Act read with Rules5(2) and 5(3) of the Companies(Appointment and Remuneration ofManagerial Personnel) Rules, 2014,a statement showing the names ofthe top ten employees in terms ofremuneration drawn and names andother particulars of the employeesdrawing remuneration in excess of thelimits set out in the said rules, formspart of this Report.
Disclosures relating to remunerationand other details as required underSection 197(12) of the Act readwith Rule 5(1) of the Companies(Appointment and Remuneration ofManagerial Personnel) Rules, 2014forms part of this Report.
Having regard to the provisions of thesecond proviso to Section 136(1) of theAct and as advised, the Annual Reportexcluding the aforesaid informationis being sent to the members of theCompany. Any member interested inobtaining such information may addresstheir email to rilagm@ril.com.
General
Your Directors state that no disclosureor reporting is required in respect ofthe following matters as there were notransactions on these matters duringthe year under review:
• Details relating to deposits coveredunder Chapter V of the Act.
• Issue of equity shares withdifferential rights as to dividend,voting or otherwise.
• Issue of sweat equity shares tothe employees or directors ofthe Company.
• Neither the Managing Directornor the Whole-time Directors ofthe Company receive any salaryor commission from any of thesubsidiaries of the Company.
• No significant or material orderswere passed by the Regulators orCourts or Tribunals which impact thegoing concern status and Company'soperations in future.
• No fraud has been reported by theAuditors to the Audit Committee orthe Board.
• No change in the nature of businessof the Company.
• No proceeding pending underthe Insolvency and BankruptcyCode, 2016.
• No instance of one time settlementwith any Bank or Financial Institution.
• No amendment in the policiesreferred in this report.
Acknowledgement
The Board places on record itsdeep sense of appreciation forthe committed services by all theemployees of the Company. TheBoard would also like to express itssincere appreciation for the assistanceand co-operation received fromthe financial institutions, banks,government and regulatory authorities,stock exchanges, customers, vendors,members, debenture holders anddebenture trustee during the yearunder review.
For and on behalf of the Boardof Directors
Chairman and Managing DirectorMumbai, April 25, 2025