|
Dear Members,
The Board of Directors present the Company's Forty-ninth Annual Report (Post-IPO) and
the Company's audited financial statements for the financial year ended March 31, 2026.
Financial Results
The Company's financial performance (standalone and consolidated) for the year ended
March 31, 2026 is summarised below:
|
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
|
Rs. crore |
US$ million* |
Rs. crore |
US$ million* |
Rs. crore |
US$ million* |
Rs. crore |
US$ million* |
Profit Before Tax |
54,076 |
5,702 |
46,128 |
5,397 |
1,23,162 |
12,987 |
1,06,017 |
12,403 |
Current Tax |
(7,872) |
(830) |
(9,399) |
(1,100) |
(9,736) |
(1,027) |
(12,758) |
(1,493) |
Deferred Tax |
(2,353) |
(248) |
(1,467) |
(172) |
(17,816) |
(1,879) |
(12,472) |
(1,459) |
Profit After Tax |
43,851 |
4,624 |
35,262 |
4,125 |
95,610 |
10,081 |
80,787 |
9,451 |
Share of Profit / (Loss) of Associates and Joint Ventures |
- |
- |
- |
- |
144 |
15 |
522 |
61 |
Profit After Tax and Share of Profit / (Loss) of Associates and
Joint Ventures |
43,851 |
4,624 |
35,262 |
4,125 |
95,754 |
10,096 |
81,309 |
9,512 |
Net Profit attributable to Non-Controlling Interest |
- |
- |
- |
- |
(14,979) |
(1,579) |
(11,661) |
(1,364) |
Net Profit Attributable to Owners of the Company |
43,851 |
4,624 |
35,262 |
4,125 |
80,775 |
8,517 |
69,648 |
8,148 |
Balance in Retained Earnings |
1,31,709 |
18,034 |
1,03,213 |
14,701 |
3,91,943 |
51,116 |
3,39,787 |
45,014 |
Others # |
- |
- |
- |
- |
(470) |
(50) |
(10,813) |
(1,265) |
Sub-Total |
1,75,560 |
22,658 |
1,38,475 |
18,826 |
4,72,248 |
59,583 |
3,98,622 |
51,897 |
Appropriations |
|
|
|
|
|
|
|
|
Transferred to General Reserve |
- |
- |
- |
- |
- |
- |
- |
- |
Transferred to Statutory Reserve |
- |
- |
- |
- |
(63) |
(7) |
(158) |
(18) |
Transferred to Capital Redemption Reserve |
- |
- |
- |
- |
(1,059) |
(112) |
- |
- |
Transferred (to) / from Debenture Redemption Reserve |
- |
- |
- |
- |
(39) |
(4) |
245 |
29 |
Dividend on Equity Shares |
(7,443) |
(785) |
(6,766) |
(792) |
(7,443) |
(785) |
(6,766) |
(792) |
Closing Balance |
1,68,117 |
21,873 |
1,31,709 |
18,034 |
4,63,644 |
58,675 |
3,91,943 |
51,116 |
Figures in brackets represent deductions.
* 1 US$ = Rs. 94.835 Exchange Rate as on March 31, 2026 (1 US$ = Rs. 85.475 as on March
31,2025).
# Includes impact of change in Non-Controlling Interest.
Results of operations and the state of the Company's affairs:
Highlights of the Company's financial performance for the year ended March 31, 2026 are
as under:
Particulars |
Standalone |
Consolidated |
|
Rs. crore |
US$ billion* |
Rs. crore |
US$ billion* |
| Value of Sales and Services |
5,46,852 |
57.7 |
11,75,919 |
124.0 |
| EBITDA |
78,085 |
8.2 |
2,07,911 |
21.9 |
| Cash Profit |
63,309 |
6.7 |
1,71,258 |
18.1 |
| Net Profit |
43,851 |
4.6 |
95,754 |
10.1 |
* 1 US$ = Rs. 94.835 Exchange Rate as on March 31, 2026
Dividend
The Board of Directors have recommended a dividend of T 6/- (Rupees Six only) per
equity share of T 10/- (Rupees Ten only) each, aggregating Rs. 8,119 crore for the
financial year ended March 31, 2026. Last year, dividend was T 5.50 per equity share of
Rs. 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 i; available on the Company's website and can be accessed at B
https://www.ril. com/sites/default/files/reports/Dividend Distribution-Policy.pdf
Details of material changes from the end of the financial year
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report.
Material events during the year:
Partnership with Meta for Enterprise AI Solutions for India
The Company has entered into joint venture (JV) that will build and scale enterprise
artificial intelligence (AI) solutions for enterprises in India and select international
markets. As per the JV agreement, Reliance and Meta have jointly invested ' 855 crore in
the ratio of 70% and 30%, respectively.
The JV will develop ready-to-deploy vertical and sector-specific solutions for Indian
enterprises.
This partnership combines Meta's open-source Llama models with the Company's digital
backbone to deliver enterprise-grade AI at affordable price points for Indian enterprises
and SMBs. The JV will be able to deploy AI solutions at-scale given "Enterprise
Grade" readiness of Llama - which has been proven across several production
environments. More importantly, the JV will be able to scale high-performance models at a
fraction of the cost given Llama's lower total cost of ownership. The JV will also have
greater flexibility to deploy over cloud, on-premises, and across its own infrastructure.
This will allow the JV to proactively manage infrastructure costs.
Expansion of partnership with Google Cloud to Accelerate India's Growth with AI
The Company announced the expansion of its strategic partnership with Google Cloud to
help shape India's next leap with AI.
Under the partnership, Google Cloud and Reliance will work together to deliver the
performance, reliability, and security required to support one of the world's
fastest-growing retail ecosystems. The Company will design, build, and power the
state-of-the-art cloud facility and associated network infrastructure at Jamnagar. The
cloud region will be fully compliant with Google Cloud's global specifications and
service-level standards, to enable the most demanding AI workloads.
The dedicated cloud region will enable the Company to develop and provide
high-performance, AI-first services to enterprises, SMBs, startups, developers and public
sector organisations, backed by the scale and reliability of Jio's network and Reliance's
energy leadership.
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 Retail Segment recorded a Gross Revenue of T 3,71,085 crore for
the FY 2025-26 with a growth of 12.1% over last year. It has registered an EBITDA of T
27,034 crore, growing by 7.7%
Y-o-Y, driven by improved category mix, private label contribution and operating
efficiencies across supply chain and fulfilment. The business continued to invest and
strengthen its position as one of the fastest-growing players in hyper- local commerce.
During the year, the business entered into strategic brand partnerships with Stella
McCartney, Kurt Geiger, Max &
Co. and Fabletics, reinforcing Reliance Retail's position as the partner of choice for
international brands entering India. With the registered customer base rising to 387
million and annual transactions crossing 1.9 billion mark, Reliance Retail continues to be
a preferred retail destination for millions of Indian customers across different
consumption baskets.
Digital Services
Digital Services achieved a gross revenue of T 1,76,164 crore with growth driven by
robust subscriber addition, ARPU growth and scale-up of digital services. The business
registered an EBITDA of T 76,560 crore growing by 17.8% Y-o-Y on account of higher
revenues and operating leverage led margin improvement. Digital Services has delivered
~18% CAGR in EBITDA over the past five years.
Jio is one of the largest data operators globally carrying over 241 exabytes of data
traffic during FY 2025-26.
Key drivers of this industry leading engagement are rapid adoption of 5G and Fixed
Broadband services.
Jio is the clear market leader in 5G services, serving 268 million 5G mobility
subscribers as of March 2026. Jio is also the largest FWA operator globally with ~13
million premises connected by JioAirFiber. In addition, there is also strong momentum in
revenue contribution from non-connectivity digital services including Consumer and
Enterprise Cloud Services, managed services for enterprises, integration of Media &
Entertainment with connectivity packages and IoT services.
Media and Entertainment
Media & Entertainment business achieved a gross revenue of T 40,682 crore driven by
strong performance across its key verticals - JioStar, Network18 and Jio Studios. The
business delivered an industry leading margin of 16.7% with EBITDA of T 5,842 crore led by
record monetisation across key assets and focus on improving efficiencies.
JioStar further fortified its stronghold across Linear and Digital platforms, becoming
the nation's primary anchor for entertainment and sports consumption at scale. During the
year, JioHotstar delivered average monthly active users of over 451 million while
JioStar's TV network maintained its industry-leading share of 34.7%. Network18 widened its
lead in the news cycle across linear and digital platforms while Jio Studios shattered
box-office records by delivering India's highest grossing film of all time.
Oil to Chemicals
Revenue of Oil to Chemicals for FY 2025-26 increased by 5.7% Y-o-Y to T 6,62,401 crore,
primarily driven by higher domestic retail placements through Jio-BP and improved fuel
cracks. The growth was partially offset by a decline in crude oil prices.
EBITDA of Oil to Chemicals for FY 2025-26 was at T 60,546 crore, up by 10.1% Y-o-Y,
supported by a sharp recovery in transportation fuel cracks, favourable domestic retail
margins, and feedstock optimisation (higher ethane cracking vs naphtha). However,
profitability was partially impacted by higher freight- led feedstock costs and a weaker
polyester chain margin.
Amidst volatile geopolitical environment, Business remained very resilient with agile
feedstock sourcing and optimised product placement.
Oil and Gas
Revenue and EBITDA were down by 5.4% and 10.1% respectively, primarily due to natural
production decline in
KG D6 leading to lower volumes and lower price realisation partly offset by increased
Coal Bed Methane (CBM) gas production.
KG D6, comprising R Cluster, Satellite Cluster, and MJ fields, continues to deliver
strong performance with ~25.9 MMSCMD of gas and ~18,170 bbl/ day of oil and condensate
produced in FY 2025-26, aligned with expectations. The field has set global benchmarks,
achieving 99.9% uptime and over 15 years of major incident-free operations.
To maximise recovery from the field, four infill wells are planned in the Block
targeting incremental ~220 BCF of gas. Additionally, three workover wells are also planned
in FY 2026-27 for production sustenance.
The Company produced CBM from Block SP (West)- CBM-2001/1, with over 320 wells
contributing to an average output of ~0.88 MMSCMD in FY 2025-26, a 9.8% Y-o-Y increase. In
the Block SP (West)- CBM-2001/1, multi-lateral horizontal well (MLW) programmes (first of
its kind in India) have been successfully implemented reversing the field decline. The
first campaign has been completed and second campaign is underway.
Together these fields are contributing almost 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 Rs. 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-2025-26.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-2025-26.
The Policy for determining Material Subsidiaries is available on the Company's website
and can be accessed at B 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 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, 2026, 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, 2026 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/sites/default/files/ reports/BRSR202526.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 as per the Listing
Regulations, 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 parties 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 E>
https://www.ril.com/sites/default/files/reports/Policv-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 33 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 9.7 crore people, across 98,000+ 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 & Animal Welfare.
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 towards a Viksit Bharat, Ayushman Bharat Mission, Swachh
Bharat Abhiyan, Jal Shakti Abhiyan, Integrated Child Development Services Scheme, Skill
India Mission, NIPUN Bharat Mission, National Rural Livelihoods Mission, Digital India and
more.
The CSR initiatives of the Company have won several awards including the Global Peace
Honour Award for Smt. Nita M. Ambani, the best corporate promoting sports by FICCI, the
Global Humanitarian Award for Shri Anant M. Ambani for work on Animal Welfare, the Chief
Minister recognition from the Government of Andhra Pradesh for exemplary contribution
during Cyclone Montha, Indian CSR Awards 2025 for Best Skill Development initiative, eight
awards for Reliance Foundation's communication efforts to build understanding of social
settings and context and the CII Water Award in 'Beyond the Fence' category.
The CSR Policy is available on the Company's website and can be accessed at B
https://www.ril.com/sites/default/ files/reports/CSR-Policy.pdf. During the year under
review, the Company has amended its CSR Policy to strengthen its focus areas and
governance framework. Key changes include "Sports for Development" as a focus
area, enhanced clarity on the role of the Corporate Social Responsibility & Governance
Committee and alignment of the Policy with the applicable provisions of the law.
During the year under review, the Company has spent C 1,223 crore (2.37% 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 Akash M. Ambani and Shri Anant 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.
Shri Raminder Singh Gujral, Independent Director of the Company, ceased to be a
Director of the Company upon completion of his second term on June 11, 2025.
The Board of Directors of the Company, based on the recommendation of the HRNR
Committee, appointed Shri Dinesh Kanabar as an Additional Director, designated as an
Independent Director, with effect from June 12, 2025.
The members of the Company, vide resolutions passed through postal ballot, approved:
i. appointment of 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;
ii. 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
iii. appointment of Shri Dinesh Kanabar as an Independent Director of the Company, for
a term of 5 (five) consecutive years, with effect from June 12, 2025.
In the opinion of the Board, Shri Dinesh Kanabar as well as the other Independent
Directors 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 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 0 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 0
https:// www.ril.com/sites/default/files/reports/ Remuneration-Policy-for-Directors.pdf.
There has been no change in the above two policies, 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.
The Board evaluation reflected the contributions made by each Director, underscoring
the strong individual commitment to the Company's governance and strategic direction.
Based on the evaluation, the Board believes that its composition adequately represents
the requisite domain expertise, skills and diversity. The Committees were recognised for
their effective operation not only addressing matters within their mandated scope
but also proactively identifying and deliberating on issues of broader significance. The
Board further acknowledged the contributions made by each Director.
The Board identified the need to conduct focused learning sessions on pivotal topics
like AI and Generative AI, digital twin, ESG and sustainability trends, to strengthen
informed decision-making.
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/reports/ esos 2017 disclosure-2025-26.pdf.
Auditors and Auditors' Report: Statutory 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
2026-27:
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.;
ix. Telecommunication Business - Shome & Banerjee; and
x. RE Power 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
Dr. K.R. Chandratre, Practising Company Secretary, was appointed 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, at the 48th AGM (Post-IPO)
held on August 29, 2025. The Secretarial Audit Report for the financial year ended March
31, 2026 is annexed and marked as Annexure IV to this Report. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer.
Dr. K.R. Chandratre has confirmed that he is not disqualified from continuing as the
Secretarial Auditor of the Company.
Disclosures:
Meetings of the Board
Five 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 K.V. Kamath was appointed as a member and the Chairman of the Audit Committee. The
other members of the Audit Committee are 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*
Smt. Arundhati Bhattacharya was appointed as a member of the Committee. The HRNR
Committee presently comprises Dr. Shumeet Banerji (Chairman), Shri K. V. Chowdary and Smt.
Arundhati Bhattacharya.
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),
Shri Nikhil R. Meswani,
Shri Hital R. Meswani and Smt. Arundhati Bhattacharya.
Risk Management (RM) Committee*
Dr. Shumeet Banerji was appointed as the Chairman of the RM Committee. The other
members of the RM Committee are 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 in place a robust Vigil Mechanism and Whistle-blower Policy in line
with the provisions of the Act and the Listing Regulations.
An Ethics & Compliance Task Force (ECTF), comprising an Executive Director, General
Counsel, Group Controller, and Company Secretary, has been constituted to oversee and
monitor the implementation of ethical business practices.
Employees and stakeholders are expected to report actual or suspected violations of
applicable laws, regulations, and the Code of Conduct. Such genuine concerns (termed
Reportable Matters) disclosed under the Policy are treated as "Protected
Disclosures" and may be raised through email, a dedicated telephone line, or by
letter to the ECTF or directly to the Chairman of the Audit Committee.
ECTF oversees these mechanisms that enable employees to confidentially report unethical
practices, with safeguards in place to protect against retaliation.
It reviews incidents of suspected or actual violations of the Code of Conduct and
submits its findings and actions thereon to the Audit Committee on a quarterly basis.
The Policy is available on the Company's website and can be accessed at https://
www.ril.com/sites/default/files/reports/ Vigil-Mechanism-and-Whistle-Blower- Policy.pdf.
Prevention of sexual harassment at workplace
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made
thereunder, the Company has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace. The Company has constituted
Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH
Act. Training/awareness programmes are conducted throughout the year to create sensitivity
towards ensuring a respectable workplace. During the year under review, no complaints were
filed under POSH Act.
The Code on Social Security, 2020 - Maternity benefit
The Company is in compliance with the applicable provisions relating to maternity
benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security,
2020.
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 are proposed
to be utilised by the recipient are disclosed in the Standalone Financial Statement
(Please refer Note 2, 3, 7, 33 and 39 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, 2026 is available on the Company's
website and can be accessed at https://www.ril.com/sites/default/files/
reports/AnnualReturn-2025-26.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 operation 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.
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 24, 2026
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