Director's Report


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Reliance Industries Ltd
BSE Code 500325 ISIN Demat INE002A01018 Book Value (₹) 418.43 Div & Yield % 0.45 Market Cap ( Cr.) 1,787,038.91 P/E * 40.76 EPS * 32.4 Face Value (₹) 10
* Profit to Earning Ratio
* Earning Per Share

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