Share Wealth

Year End :2024-03

The Board of Directors present the Company's Forty-seventh Annual Report (Post-IPO) and the Company's audited financial statements for the financial year ended March 31, 2024.

Financial Results

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2024 is summarised below:

		Standalone				Consolidated
	2023-24		2022-23#		2023-24		2022-23
	Kcrore	US$ million*	Kcrore	US$ million*	K crore	US$ million*	K crore	US$ million*
Profit Before Tax (Before Exceptional Items)	55,273	6,627	54,118	6,586	1,04,727	12,556	94,046	11,445
Current Tax	(10,922)	(1,310)	(6,186)	(753)	(13,590)	(1,629)	(8,398)	(1,022)
Deferred Tax	(2,309)	(277)	(4,930)	(600)	(12,117)	(1,453)	(11,978)	(1,458)
Profit from Continuing Operations (Before Exceptional Items)	42,042	5,040	43,002	5,233	79,020	9,474	73,670	8,965
Exceptional Items (net of tax)
Profit from Continuing Operations	42,042	5,040	43,002	5,233	79,020	9,474	73,670	8,965
Profit from Discontinued Operations (net of tax)			1,188	145			418	51
Profit for the Year	42,042	5,040	44,190	5,378	79,020	9,474	74,088	9,016
Net Profit attributable to Non-Controlling Interest					(9,399)	(1,127)	(7,386)	(899)
Net Profit Attributable to Owners of the Company	42,042	5,040	44,190	5,378	69,621	8,347	66,702	8,117
Balance in Retained Earnings	97,110	13,970	72,545	10,981	2,95,739	39,733	2,47,951	33,919
Pursuant to Scheme of Arrangement A			(23,502)	(2,860)			(21,867)	(2,661)
Transferred to statement of Profit & Loss A/c A					(818)	(98)	(790)	(96)
Fresh issue of equity by subsidiary A					11,184	1,341
Sub-Total	1,39,152	19,010	93,233	13,499	3,75,726	49,323	2,91,996	39,279
Appropriations
Transferred to General Reserve	(30,000)	(3,597)			(30,000)	(3,597)
Transferred to Statutory Reserve							(38)	(5)
Transferred to Debenture Redemption Reserve							(96)	(12)
Transferred (to)/from Special Economic Zone Reinvestment Reserve	150	18	8,960	1,090	150	18	8,960	1,090
Dividend on Equity Shares	(6,089)	(730)	(5,083)	(619)	(6,089)	(730)	(5,083)	(619)
Closing Balance	1,03,213	14,701	97,110	13,970	3,39,787	45,014	2,95,739	39,733

Figures in brackets represent deductions.

# During the year, Hon’ble National Company Law Tribunal, Ahmedabad Bench and Mumbai Bench, sanctioned the Scheme of Arrangement between the Company and Reliance Projects & Property Management Services Limited (“RPPMSL”), inter alia, for demerger of Digital EPC & Infrastructure Undertaking of RPPMSL into the Company (“Scheme”). The Appointed Date for the Scheme was close of business hours of December 31, 2022 and the Effective Date was August 9, 2023. Consequently, the previous year standalone financial statement has been adjusted for giving effect to the Scheme.

* 1 US$ = C 83.41 Exchange Rate as on March 31, 2024 (1 US$ = C 82.17 as on March 31, 2023). a Refer Note 15 of the Standalone and Consolidated Financial Statements.

Results of operations and the state of Company’s affairs.

Highlights of the Company’s financial performance for the year ended March 31, 2024 are as under:

Standalone

- Value of sales and services was C 5,74,956 crore (US$ 68.9 billion)

- Exports for the year was C 2,99,832 crore (US$ 35.9 billion)

- EBITDA for the year was C 86,393 crore (US$ 10.4 billion)

- Cash Profit for the year was

C 62,041 crore (US$ 7.4 billion)

- Net Profit for the year was C 42,042 crore (US$ 5.0 billion)

Consolidated

- Value of sales and services was

C 10,00,122 crore (US$ 119.9 billion)

- EBITDA for the year was C 1,78,677 crore (US$ 21.4 billion)

- Cash Profit for the year was

C 1,41,969 crore (US$ 17.0 billion)

- Net Profit for the year was C 79,020 crore (US$ 9.5 billion)

Dividend

The Board of Directors have recommended a dividend of C 10/-(Rupees Ten only) per equity share of C 10/- (Rupees Ten only) each fully paid-up

of the Company (last year C 9/- per equity share of C 10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting 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 said Policy is available on the Company's website and can be accessed at https://www.ril.com/sites/default/ files/2023-01/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 financia position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

Material events during the year under review

Financial Services Demerger Scheme

The Scheme of Arrangement between the Company and its shareholders and creditors & Reliance Strategic Investments Limited (presently known as Jio Financial Services Limited “JFSL”) and its shareholders and creditors (Financial Services Demerger Scheme) became effective from July 1, 2023 and the Appointed Date was closing business hours of March 31, 2023. In accordance with the Financial Services Demerger Scheme, JFSL issued and allotted 1 (One) fully paid-up equity share of JFSL having face value of C 10 (Rupees Ten) each for every 1 (One) fully paid-up equity share of C 10 (Rupees Ten) each of the Company to the shareholders of the Company whose names were recorded in the register of members and/or records of the depository as on the Record Date i.e., July 20, 2023.

The equity shares of JFSL were admitted for trading on BSE Limited and National Stock Exchange of India Limited on August 21, 2023.

Architecture (PDx®) approach and relationships with global customers, Brookfield's in-depth knowledge of the Indian infrastructure market, and the Company's massive digital ecosystem and very strong enterprise relationships with an existing client base of 80% of large named private enterprises in India.

Reliance and Disney - Strategic Joint Venture

The Company, Viacom 18 Media Private Limited (Viacom18) and The Walt Disney Company (Disney) announced the signing of binding definitive agreements to form a joint venture (JV) that will combine the businesses of Viacom18 and Star India Private Limited. The Company has agreed to invest at closing C 11,500 crore (~US$ 1.4 billion) into the JV for its growth strategy.

The JV will be one of the leading TV and digital streaming platforms for entertainment and sports content in India, bringing together iconic media assets across entertainment (e.g. Colors, StarPlus, StarGOLD) and sports (e.g. Star Sports and Sports18) as well as access to highly anticipated events across television and digital platforms through JioCinema and Hotstar.

The Company will also purchase 13.01% equity stake (on a fully diluted basis) of Viacom18 from Paramount Global, thereby increasing the holding of the Company in Viacom18 to 70.49% (on a fully diluted basis). Upon completion of the steps, the JV will be controlled by 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 stipulated under 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 resilient performance with another year of strong revenue growth and profit.

The business grew its store footprint across consumption baskets. Investments in boosting supply chain infrastructure and omni channel capabilities remained a priority as business continues to deepen its presence. Reliance Retail is amongst the most visited retailers in the world with over a billion customers walking into its stores through the year.

The business recorded a Gross Revenue of C 3,06,848 crore for the year FY24 with a growth of 17.8% over last year. It continues its strong track record of profit growth registering an EBITDA of C 23,082 crore, higher by 28.4% Y-o-Y. It also undertook an equity fund raise of C 17,814 crore in FY24.

Digital Services

Digital Services achieved a revenue of C 1,32,938 crore driven by industry leading subscriber growth in mobility and ramp-up of wireline services leading to better subscriber mix. Registered an EBITDA of C 56,697 crore which was on account of higher revenu and consistent improvement in margins

Jio has rolled out its True5G network across India, with over 108 million subscribers migrated to Jio's 5G network. JioAirFiber services are now being offered in ~5,900 cities/ towns, with further ramp-up towards pan India coverage. Jio introduced affordable international roaming and in-flight packs with bundled voice and data for seamless travel across USA, UAE and other Top 50 countries. In-flight packs are being offered in partnership with 22 airlines.

Media and Entertainment

Media business delivered one of the strongest performances, setting new operating and revenue benchmarks across verticals. Revenue from operations of the Network18 Group for the year was at C 9,297 crore, up b 49.4% Y-o-Y, driven by strong growth across all segments. Sports was the biggest driver of revenue growth for Viacom18 while News revenue growth was driven by both TV network and Digital platforms. Moneycontrol Pro crossed 7.5 lakh paid subscribers, making it the #1 subscription-based digital news platform in India. During the year, Reliance, Viacom18 and The Walt Disney Company announced the signing of binding definitive agreements to form a joint venture that will combine the businesses of Viacom18 and Star India.

Merger of TV18 Broadcast and e-Eighteen.com (E18) with Network! through a scheme of arrangement was also announced during the year consolidating TV and Digital news assets and Moneycontrol business in one listed company.

Oil to Chemicals

Revenue of Oil to Chemicals for FY24 was at C 5,64,749 crore impacted on account of lower product price realisation following 13.5% Y-o-Y decline in average Brent crude oil prices. This was partially offset by higher volumes.

EBITDA for Oil to Chemicals for FY24 was at C 62,393 crore with optimised feedstock sourcing, advantageous , ethane cracking, and lower SAED _; impact, although the margin

environment across transportation fue and downstream chemicals remained weak through the year.

Oil & Gas (Exploration & Production)

Oil & Gas segment witnessed sharp improvement in Revenue by 48.0% on a Y-o-Y basis to C 24,439 crore & EBITDA by 48.6% Y-o-Y to C 20,191 crore mainly on account of higher gas and condensate production. This was partly offset by lower gas price realisation from KG-D6 and CBM Field

Post commissioning of MJ field, KG-D6 production has been ramped up to 30 MMSCMD, thereby contributing ~ 30% of India's gas production. Average production for the year from the three fields together is ~27 MMSCMD gas and ~18,000 bbls of oil and condensate. Development Plan for Additional Wells in R and Sat Cluster for incremental production approved by Government.

To augment and sustain production from CBM Block, a 40 multi-lateral well campaign is being executed to augment production - 13 wells completed and 10 under production ramp up. RIL also successfully contracted 0.9 MMSCMD of CBM from Shahdol at 12.67% of Brent US$

0.78 for 2 years.

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 fi nancial statements 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 statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company's website and can be accessed at https://www.ril.com/ sites/default/files/reports/RIL-Integrated-Annual-Report-2023-24. 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-2023-24.

The Company has formulated a Policy for determining Material Subsidiaries. The said Policy is available on the Company's website and can be accessed at https://www.ril.com/ sites/default/files/2023-01/Material-Subsidiaries.pdf

During the year under review, Jio Platforms Limited, Reliance Jio Infocomm Limited, Reliance Retail Limited, Reliance Retail Ventures 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, 2024, 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, 2024 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

In accordance with the Listing Regulations, the Business

Responsibility & Sustainability Report (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/sites/default/files/reports/ BRSR202324.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/2023-01/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 34 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

The CSR activities undertaken through the year reflect the approach ‘Reliance for All - Growth for All, Care for All, Access for All'. 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 76 million people, over 55,500 villages and several urban locations across India since 2010.

Through 2023-24, the Company has been scaling up its efforts to enhance impact on communities across different spheres of agriculture, entrepreneurship, education, sports and technology adoption. As per the CSR Policy, the Company stepped up on its endeavours to bring positive momentum on the lives of the 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, forms the bedrock of the Company's philosophy on 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, POSHAN Abhiyan, Jal Shakti Abhiyan, Sabki Yojana Sabka Vikas, Skill India Mission, NIPUN Bharat Mission, Digital India and Doubling Farmers' Income.

The CSR initiatives of the Company have won several awards including the US-India Strategic Partnership Forum 2023 Global Leadership Award, for Philanthropy and CSR, conferred on Reliance Foundation Founder Chairperson - Smt. Nita M. Ambani. She was also awarded the “Sports Leader of the Year - Female” award for exemplary leadership in driving India's sports story. The Company also won

Best Corporate Promoting Sports in India; Golden Peacock Award; Gold at the prestigious MarCom Awards 2023; Business World - 7^th Edition Healthcare Excellence Awards 2024 given to Sir H. N. Reliance Foundation Hospital for Institutional Excellence among others.

The CSR Policy is available on the Company's website and can be accessed at https://www.ril.com/sites, default/files/2023-01/CSR-Policy.pdf. During the year under review, there has been no change in the said Policy.

During the year under review, the Company has spent C 900 crore (2.14% of the average net profits of the immediately preceding three financial years) towards identified and approvec 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 Hital R. Meswani and Shri P.M.S. Prasad, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. 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.

Smt. Nita M. Ambani resigned from the Board of the Company with effect from end of business hours of August 28, 2023 to devote her energies and time to guide and enable Reliance Foundation, of which she is the Founder Chairperson, to make even greater impact for India. The Board appreciated the work done

by her in Reliance Foundation and expressed its deepest gratitude for the valuable contributions during her tenure on the Board of the Company.

The Board of Directors of the Company, based on the recommendation of the HRNR Committee, recommended appointment of Ms. Isha M. Ambani, Shri Akash M. Ambani and Shri Anant M. Ambani as non-executive directors of the Company and the shareholders of the Company approved their appointment on October 26, 2023. Ms. Isha M. Ambani, Shri Akash M. Ambani and Shri Anant M. Ambani assumed office as non-executive directors of the Company on October 27, 2023.

Shri Adil Zainulbhai, independent director of the Company, ceased to be a director of the Company upon completion of his second term on March 31, 2024. The Board places on record its sincere thanks for guidance and support provided during his tenure, which immensely benefitted the Company and the Group.

The Board of Directors of the Company, based on the recommendation of the HRNR Committee, appointed Shri Haigreve Khaitan as an additional director, designated as an independent director of the Company with effect from April 1, 2024. The term of his appointment as an independent director will be for a period of 5 (five) years and the appointment is subject to approval of the shareholders. In the opinion of the Board, Shri Haigreve Khaitan possess requisite expertise, integrity, experience and proficiency.

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 said 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. There has been no change in the policy during the year under review. The said policy is available on the Company's website and can be accessed at https://www. ril.com/sites/default/files/2023-01/ 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. There has been no change in the policy during the year under review. The said policy is available on the Company's website and can be accessed at https://www. ril.com/sites/default/files/2023-01/ Remuneration-Policv-for-Directors.pdi

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.

A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

Employees’ Stock Option Scheme

The HRNR Committee, through RIL ESOS 2017 Trust inter alia 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/reports/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 45^th Annual General Meeting (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 and services of the Company, for the financial year 2024-25:

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

ii. Chemicals Business - Diwanji & Co., K.G. Goyal & Associates, V.J. Talati & Co., Suresh D. 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. and K. G. Goyal & Associates;

v. Petroleum Business - Suresh D. Shenoy;

vi. Oil & Gas Business - V.J. Talati & Co. and Shome & Banerjee;

vii. Gasification (for petroleum activities) - Suresh D. Shenoy;

viii. Composites - Kiran J. Mehta & Co.; and

ix. Telecommunications - 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 has appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial

Audit Report for the financial year ended March 31, 2024 is annexed and marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures Meetings of the Board

Seven 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

Shri Adil Zainulbhai, independent director of the Company, ceased to be a director of the Company upon completion of his second term on March 31, 2024 and consequently ceased to be a member of the Audit Committee. The Audit Committee presently 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

Shri Adil Zainulbhai ceased to be the Chairman and a member of the HRNR Committee upon completion of his second term as an independent director. The HRNR Committee presently 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

During the year, Shri Alok Agarwal ceased to be a member of the RM Committee. Shri Adil Zainulbhai also ceased to be the Chairman and a member of the RM Committee upon completion of his second term as an independent director.

The RM Committee presently 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 Whistleblower 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. ECTF evaluates incidents of suspected or actual violations of the Code of Conduct and reports them to the Audit Committee every quarter.

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. The Vigil Mechanism and Whistle-blower Policy is available on the Company's website and can be accessed at https://www.ril. com/sites/default/files/2023-01/ 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 Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programme 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, 10, 34 and 40 to the Standalone Financial Statement).

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

The particulars relating to conservation of energy, technology absorption,

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

- Issue of shares (including sweat equity shares) to employees of the Company, except for the grant of options under Employees' Stock Options Scheme referred to in this Report.

- 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.

- There has been no change in the nature of business of the Company.

- There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

- There was no instance of one time settlement with any Bank or Financial Institution.

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 their 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 22, 2024