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Director's Report

Reliance Industries Ltd
Industry :  Refineries
BSE Code
ISIN Demat
Book Value()
500325
INE002A01018
729.0786298
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
RELIANCE
45.13
2009679.28
EPS(TTM)
Face Value()
Div & Yield %
65.82
10
0.3
 
As on: Feb 29, 2024 03:45 AM

Dear Members,

The Board of Directors present the Company's Forty-sixth Annual Report (Post- IPO) and the Company's audited financial statements for the financial year ended March 31, 2023.

Financial Results

The Company's financial performance (standalone and consolidated) for the year ended March 31, 2023 is summarised below:

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

K crore US$ million* K crore US$ million* K crore US$ million* K crore US$ million*
Profit Before Tax (Before Exceptional Items) 54,133 6,588 45,396 5990 94,046 11,445 79,318 10,465
Current Tax (6,186) (753) (544) (72) (8,398) (1,022) (2,837) (374)
Deferred Tax (4,930) (600) (6,915) (912) (11,978) (1,458) (13,133) (1,733)
Profit from Continuing Operations (Before Exceptional Items) 43,017 5,235 37,937 5,006 73,670 8,965 63,348 8,358
Exceptional Items (net of tax) A - - - - - - 2,836 374
Profit from Continuing Operations 43,017 5,235 37,937 5,006 73,670 8,965 66,184 8,732
Profit from Discontinued Operations (net of tax) 1,188 145 1,147 151 418 51 1,661 219
Profit for the Year 44,205 5,380 39,084 5,157 74,088 9,016 67,845 8,951
Net Profit attributable to Non-Controlling Interest - - - - (7,386) (899) (7,140) (942)
Net Profit Attributable to Owners of the Company 44,205 5,380 39,084 5,157 66,702 8,117 60,705 8,009
Balance in Retained Earnings 72,545 10,981 41,893 6,937 2,47,951 33,919 1,96,059 27,073
Pursuant to Scheme of Arrangement # (23,502) (2,860) - - (21,867) (2,661) - -
Transferred to statement of Profit & Loss A/c # - - - - (790) (96) - -
Fresh issue of equity by subsidiaries # - - - - - - 259 34
Sub-Total 93,248 13,501 80,977 12,094 2,91,996 39,279 2,57,023 35,116
Appropriations
Transferred to Statutory Reserve - - - - (38) (5) (115) (15)
Transferred to Debenture Redemption Reserve - - - - (96) (12) (524) (69)
Transferred (to)/from Special Economic Zone Reinvestment Reserve 8,960 1,090 (4,135) (546) 8,960 1,090 (4,135) (546)
Dividend on Equity Shares (5,083) (619) (4,297) (567) (5,083) (619) (4,297) (567)
Closing Balance 97,125 13,972 72,545 10,981 2,95,739 39,733 2,47,952 33,919

Figures in brackets represent deductions.

* 1 US$ = C 82.17 Exchange Rate as on March 31, 2023 (1 US$ = C 75.79 as on March 31, 2022).

A Refer Note 32 of the Standalone Financial Statement and Note 31 of the Consolidated Financial Statement.

# 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, 2023 are as under:

Standalone

• Value of sales and services was

C 5,65,347 crore (US$ 68.8 billion)

• Exports for the year was C 3,40,048 crore (US$ 41.4 billion)

• EBITDA for the year was C 76,877 crore (US$ 9.4 billion)

• Cash Profit for the year was

C 58,065 crore (US$ 71 billion)

• Net Profit for the year was C 43,017 crore (US$ 5.2 billion)

Consolidated

• Value of sales and services was

C 9,74,864 crore (US$ 118.6 billion)

• EBITDA for the year was C 1,53,920 crore (US$ 18.7 billion)

• Cash Profit for the year was

C 1,25,951 crore (US$ 15.3 billion)

• Net Profit for the year was C 73,670 crore (US$ 9.0 billion)

Dividend

The Board of Directors have recommended a dividend of C 9/- (Rupees Nine only) per equity share of C 10/- (Rupees Ten) each fully paid-up of the Company (last year C 8/- 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 of the Company is available on the Company's website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Dividend- Distribution-Policy.pdf.

Details of material changes from the end of the financial year

Financial Services Demerger Scheme

The Board of Directors of the Company had approved the Scheme of Arrangement between the Company and its shareholders and creditors & Reliance Strategic Investments Limited ("RSIL') (to be renamed as Jio Financial Services Limited) and its shareholders and creditors (Financial Services Demerger Scheme).

The Financial Services Demerger Scheme was approved by the shareholders and creditors of the Company. The Reserve Bank of India has granted its approval under the NBFC Regulations and the said Scheme has been sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench, on June 28, 2023. The Financial Services Demerger Scheme became effective from July 1, 2023 and the Appointed Date was closing business hours of March 31, 2023.

Salient features of the Financial Services Demerger Scheme:

(a) demerger, transfer and vesting of the Financial Services Business (Demerged Undertaking as defined in the Financial Service Demerger Scheme) from the Company into RSIL on a going concern basis, and issue of 1 (one) fully paid-up equity share of RSIL 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, in consideration thereof, in accordance with the provisions of Section 2(19AA) of the Income-tax Act, 1961, listing of equity shares of RSIL on BSE Limited and National Stock Exchange of India Limited; and

(b) reduction and cancellation of the entire pre-scheme share capital of RSIL.

July 20, 2023 was fixed as the Record Date for the purpose of determining the equity shareholders of the Company entitled to receive the equity shares of RSIL. The equity shares of RSIL are expected to be listed soon.

Scheme of Amalgamation of Reliance New Energy Limited with the Company

The Board of Directors of the Company had approved the Scheme of Amalgamation of Reliance New Energy Limited (RNEL) with the Company & their respective shareholders (RNEL Scheme) for amalgamation of RNEL with the Company.

Based on a review of the new energy / renewable energy business and investment structure, the Board at its meeting held on April 21, 2023, decided that the new energy / renewable energy business should be undertaken through RNEL and the RNEL Scheme be withdrawn.

The Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated June 07, 2023, approved withdrawal of the RNEL Scheme.

Material events during the year under review

EPC Scheme

The Board of Directors of the Company had approved the Scheme of Arrangement between Reliance Projects & Property Management Services Limited (RPPMSL) and its shareholders and creditors & the Company and its shareholders and creditors for demerger of the Digital EPC & Infrastructure business from RPPMSL into the Company . The Company has filed Company Scheme Petition with the Hon'ble National Company Law Tribunal, Mumbai Bench, and approval is awaited.

Receipt of fifth tranche on partly paid listed unsecured redeemable non-convertible debentures (PPD Series IA debentures)

During the year under review, the Company received payment of 5th tranche, aggregating C 160 crore, from the holders of PPD Series IA debentures. The said funds have been utilised for repayment of existing borrowings and other purposes in the ordinary course of business. Consequent to the receipt of fifth tranche, PPD Series IA debentures have become fully paid-up.

Acquisition of Sintex Industries Limited

The Hon'ble National Company ¦ Law Tribunal, Ahmedabad Bench, approved the resolution plan jointly submitted by the Company and Assets Care & Reconstruction Enterprise Limited (in its capacity as trustee of the ACRE- 114 Trust) (ACRE) for acquisition of Sintex Industries Limited (SIL) under the Insolvency and Bankruptcy Code 2016. In accordance with the approved resolution plan, SIL is jointly controlled and managed by the Company and ACRE with effect from March 28, 2023. The Company holds 70% equity share capital of SIL.

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, forming part of the 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 robust performance with another year of strong revenue growth and profit performance. With focus on store network expansion, the business grew its store footprint across consumption baskets. The business continued

to innovate, launch and scale up new retail formats to serve diverse customer segments.

The business recorded Gross Revenue of C 2,60,394 crore, a growth of 30.4% over last year driven by broad based growth across consumption baskets.

Digital Services

Digital Services segment achieved a record revenue of C 1,19,791 crore. Healthy growth in revenue from operations was led by full impact of tariff hike, continued subscriber addition for mobility services and ramp-up of wireline and digital services. Record EBITDA for the year was C 50,286 crore on account of higher revenue and steady improvement in margins.

Furthering its commitment to enable 5G for all, Jio extended coverage of its True5G services to over 2,300 cities/ towns across India as of March 2023. Jio users in these cities are invited to experience unlimited data with up to 1 Gbps+ speed under the Jio Welcome offer. Jio is on track to complete pan-India rollout by December 2023.

Media and Entertainment

Consolidated revenue grew 6.4% amidst a weak revenue environment and economic headwinds. Despite the constrained marketing budgets of consumer companies and start-ups due to high inflation and funding crunch respectively, advertising revenue of the Company was flattish on a Y-o-Y basis. Withdrawal of Colors Rishtey from the Free-To-Air DD FreeDish platform also had an impact on the advertising revenue. Movie production segment delivered a strong slate of movies and sports vertical made a grand debut with properties like FIFA World Cup and Women's Premier League (WPL), driving growth in revenue.

Oil to Chemicals

Oil to Chemicals (O2C) business delivered strong performance with tight fuels markets offsetting weak downstream chemical markets. Revenue increased by 18.7% on account of higher average crude oil prices and improved price realisation for transportation fuels.

Increase in exports were led by higher price realisations despite lower downstream product volumes.

Access to global market and ability to place products to end consumers helped in realising better margins. Souring of advantageous crude/ feedstock from outside the region, given the volatility and constraints, lower fuel mix cost due to improved availability of gasifiers added to the margins. Introduction of SAED on transportation fuels adversely impacted earnings by C 6,648 crore on full year basis.

During the FY 22-23, O2C delivered revenue of C 5,94,650 crore and EBITDA of C 62,075 crore.

Oil & Gas (Exploration & Production)

Oil & Gas segment witnessed sharp improvement in Revenue & EBITDA with increased production and higher gas prices. EBITDA margin was up 950 bps led by improved realisation. Domestic production was at 10- year high.

MJ Field has started producing gas and condensate from Q1 FY 2023-24. All offshore installation and commissioning works have been completed.

Lower & Upper completion campaign for MJ wells is progressing as per plan. Seven wells have been completed and eighth well is expected to be completed in Q2 FY 2023-24.

Two e-auctions for sale of 6 MMSCMD & 5 MMSCMD gas from KGD6 were undertaken during the Q1 FY24. The entire volume was sold and Gas Sale Purchase Agreement (GSPA) signed with successful bidders.

With incremental gas production from MJ field, along with ongoing production from R Cluster and Satellite Cluster fields, Block KG D6 production is expected to reach ~30 MMSCMD in FY 2023-24.

Unified tariff regulations for gas pipelines has been implemented from April 1, 2023, which is expected to benefit customers in far-flung areas and facilitate development of gas markets in India.

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 the 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 the 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 statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated 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/ ar2022-23/pdf/RIL-Integrated-Annual- Report-2022-23.pdf The financial statements of the subsidiaries, are available on the Company's website and can be accessed at https://www. ril.com/InvestorRelations/Downloads. aspx.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Material- Subsidiaries.pdf.

During the year under review, Jio Platforms Limited, Reliance Jio Infocomm Limited, Reliance Retail Limited, Reliance Retail Ventures Limited and Reliance Global Energy Services (Singapore) Pte. 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, 2023, 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, 2023 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 report on Corporate Governance as per the Listing Regulations forms part of the Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility & Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company's website and can be accessed at https://www.ril.com/ DownloadFiles/BRSR2022-23.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 its ordinary course

of business and on an 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. The Company had not entered into any contract / arrangement / transaction with related parties which is 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.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/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 35 of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

The Company has focused on several corporate social responsibility programs. The CSR initiatives of the Company under the leadership of Smt. Nita M. Ambani, Founder and Chairperson, Reliance Foundation, have touched the lives of more than 6.95 crore people covering more than 54,200 villages and several urban locations across India since 2010.

As per the CSR Policy, the Company continues its endeavors to improve the lives of people and provide opportunities for their holistic development through its different 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 form 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, Har Ghar Tiranga campaign, Digital India and Doubling Farmers' Income.

The CSR initiatives of the Company have won several awards including Golden Peacock Award for Corporate Social Responsibility 2022, Best CSR at Digital Enabler Award, Economic Times Best Healthcare Brand Awards 2022 for Sir H. N. Reliance Foundation Hospital, FE Healthcare Summit & Awards 2022, Times Health Leaders Awards 2022 for Sir H. N. Reliance Foundation Hospital, Olive Crown Award for green initiatives by Reliance Foundation and Socio CSR Award for Reliance Foundation's video film on women and technology, among others.

The CSR policy, formulated by the Corporate Social Responsibility and Governance ("CSR&G") Committee and approved by the Board, continues to be unchanged. The policy can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/CSR- Policy.pdf.

During the year under review, the Company spent C 744 crore (2.01% of the average net profits of the preceding three financial years), towards identified and approved CSR initiatives covered under Schedule VII of the Companies Act 2013, directly/ through the implementing agencies.

The Annual Report on CSR activities including summary of Impact Assessment Report is annexed and marked as Annexure II 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 and approving 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 section, which forms part of the 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 3 Lines of Defence which include:

a) Management reviews and selfassessment;

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 P.M.S. Prasad and Shri Nikhil R. Meswani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, based on the recommendation of the Human Resources, Nomination and Remuneration ("HRNR")

Committee, has recommended their re-appointment.

Prof. Dipak C. Jain and Dr. Raghunath A. Mashelkar ceased to be Directors of the Company upon completion of their term on July 20, 2022. The Board places on record its sincere appreciation for the contribution made by them during their tenure on the Board of the Company.

The HRNR Committee, at its meeting held on July 15, 2022, considered and recommended the appointment of Shri K. V. Chowdary as an Independent Director of the Company. Upon such recommendation, Shri K. V. Chowdary resigned as a non-independent director of the Company with effect from the close of business hours on July 20, 2022. The Board of Directors subsequently approved the appointment of Shri K. V. Chowdary as an Additional Director, designated as an Independent Director of the Company, with effect from July 21, 2022 and at the annual general meeting of the Company held on August 29, 2022, the shareholders approved his appointment as an Independent Director of the Company for a period of 5 years upto July 20, 2027

The Board of Directors based on the recommendation of the HRNR Committee, recommended appointment of Shri K. V. Kamath as an Independent Director of the Company for a term of 5 (five) consecutive years and the shareholders of the Company approved his appointment on December 30, 2022. The tenure of Shri K.V. Kamath as an Independent Director of the Company is up to January 19, 2028.

In the opinion of the Board,

Shri K. V. Chowdary and Shri K.V. Kamath possess requisite expertise, integrity and experience (including proficiency).

Shri Alok Agarwal, accomplished finance professional, assumed a new role as Senior Advisor to the Chairman and Managing Director of the Company, assisting him on a wide range of strategic issues with effect from June 1, 2023, after 30 years of distinguished service.

He was appointed as the Chief Financial Officer of the Company in 2005. He joined Reliance in 1993 and was responsible for finance, banking relationships and capital market transactions.

The Board appreciates the contribution made by Shri Alok Agarwal in the transformative journey of the Company.

The Board of Directors of the Company, based on the recommendation of the HRNR Committee, designated Shri Srikanth Venkatachari as the Chief Financial Officer of the Company with effect from June 1, 2023. He was the Joint Chief Financial Officer of the Company since 2011.

Shri Pawan Kumar Kapil completed his 5-year term as a whole-time director of the Company, on May 15, 2023. Upon completion of his term, he also ceased to be a Director of the Company.

The Board places on record its sincere appreciation for the contribution made by Shri Pawan Kumar Kapil during his long tenure on the Board of the Company.

Given his vast experience of around 56 years in the field of hydrocarbons and long tenure with the Company, he continues to be associated with the Company.

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 aforesaid policies are available on the Company's website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Policy- for-Selection-of-Directors.pdf and https://www.ril.com/DownloadFiles/ IRStatutory/Remuneration-Policy-for- Directors.pdf

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. There has been no change in the policy during the year under review.

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.

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 can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/ESOS- 2017-Disclosure-2022-23.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 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 selfexplanatory 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 products and services of the Company for various segments for the FY 2023-24 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014:

i. Textiles Business - Kiran J.

Mehta & Co.

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

iii. Polyester Business - K.G. Goyal & Associates, V.J. Talati & Co., Suresh D. Shenoy and V. Kumar & Associates;

iv. Electricity Generation - Diwanji & Associates, and Kiran J. Mehta & Co.;

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; and

viii. Composites Solution - Kiran J. Mehta & Co.

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

In accordance with the provisions of Section 148(1) 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 Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed and marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

During the year under review,

Dr. Raghunath A. Mashelkar ceased to be a Director of the Company upon completion of his term and consequently ceased to be a member of the Audit Committee. The Audit Committee presently comprises Shri Raminder Singh Gujral (Chairman), Shri Adil Zainulbhai and Shri K. V. Chowdary. All the recommendations made by the Audit Committee were accepted by the Board.

Human Resources, Nomination and Remuneration (HRNR) Committee

During the year under review,

Dr. Raghunath A. Mashelkar ceased to be a Director of the Company upon completion of his term and consequently ceased to be a member of the HRNR Committee. The HRNR Committee presently comprises Shri Adil Zainulbhai (Chairman),

Shri Raminder Singh Gujral,

Dr. Shumeet Banerji and Shri K. V. Chowdary.

Corporate Social Responsibility and Governance (CSR&G) Committee

During the year under review,

Dr. Raghunath A. Mashelkar ceased to be a Director of the Company upon completion of his term and consequently ceased to be the Chairman and member of the CSR&G Committee. The CSR&G Committee presently comprises Dr. Shumeet Banerji (Chairman),

Shri Nikhil R. Meswani and Shri K. V. Chowdary.

Environmental, Social and Governance (ESG) Committee

During the year under review,

Shri Pawan Kumar Kapil ceased to be a Director of the Company and consequently ceased to be a member of the ESG Committee.

The ESG Committee presently 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 Adil Zainulbhai (Chairman),

Dr. Shumeet Banerji, Shri K. V. Chowdary, Shri Hital R. Meswani,

Shri PM.S. Prasad, Shri Alok Agarwal and Shri Srikanth Venkatachari.

Vigil Mechanism and Whistleblower Policy

The Company has established a robust Vigil Mechanism and a 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 Group Corporate Secretarial and Governance 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/DownloadFiles/IRStatutory/ 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 respectable workplace.

Particulars of loans given, investments made, guarantees given and securities provided

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 provided in the Standalone Financial Statement (Please refer Note 2, 3, 7, 10, 35 and 41 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 IV to this Report.

Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Company's website and can be accessed at https://www.ril. com/DownloadFiles/IRStatutory/ AnnualReturn-2022-23.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 rilagmeril.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 shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Scheme referred to in this Report.

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

its subsidiaries.

• 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 of Directors 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, July 21, 2023

   

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