RIL Director Report

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    Director Report
    Mar2024   Mar 2025

    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*

    K crore

    US$ million*

    K crore

    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 /
    (Loss) of Associates and Joint Ventures

    35,262

    4,125

    42,042

    5,040

    81,309

    9,512

    79,020

    9,474

    Net Profit attributable to Non-Controlling
    Interest

    -

    -

    -

    -

    (11,661)

    (1,364)

    (9,399)

    (1,127)

    Net Profit Attributable to Owners of the
    Company

    35,262

    4,125

    42,042

    5,040

    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 & Loss
    A/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)

    -

    -

    (30,000)

    (3,597)

    Transferred to Statutory Reserve

    -

    -

    -

    -

    (158)

    (18)

    -

    -

    Transferred from Debenture Redemption
    Reserve

    -

    -

    -

    -

    245

    29

    -

    -

    Transferred from Special Economic Zone
    Reinvestment Reserve

    -

    -

    150

    18

    -

    -

    150

    18

    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.

    A 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:

    Particulars

    Standalone

    Consolidated

    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


    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-Policv.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 I nstitute 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-
    Materialitv-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
    14th CSR Leadership Summit, 2024.

    The Company was also one of the top
    three finalists in the 15th Aegis 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 I ndependent
    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-
    Policv-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-Policv.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

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