13.5 Pursuant to ‘Reliance Industries Limited Employees' Stock Option Scheme 2017' (ESOS-2017), options granted and remaining to be vested as at the end of the year is 9,07,052.
13.6 Rights, preferences and restrictions attached to shares:
The Company has only one class of equity shares having face value of H 10 each. The holder of the equity share is entitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share bears to the total paid-up equity share capital of the Company. The dividend proposed by Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company in the same proportion as the capital paid-up on the equity shares held by them bears to the total paid-up equity share capital of the Company.
13.7 Issue of shares under rights issue:
The Company had issued 42,26,26,894 equity shares of face value of H 10/- each on right basis (‘Rights Equity Shares'). In accordance with the terms of issue, H 314.25 i.e. 25% of the Issue Price per Rights Equity Share, was received from the concerned allottees on application and shares were allotted. The Board had made First call of H 314.25 per Rights Equity Share (including a premium of H 311.75 per share) in May, 2021 and Second and Final call of H 628.50 per Rights Equity Share (including a premium of H 623.50 per share) in November, 2021. During FY 2024-25, 2,74,853 partly paid up shares were converted into fully paid up shares and balance 1,42,565 shares were forfeited and cancelled.
13.8 Bonus shares issued during previous financial year:
On October 29, 2024, the Company had allotted 676,61,86,449 bonus equity shares of H 10 each (fully paid up) in the proportion of 1 bonus equity share for every 1 fully paid up equity share to eligible shareholders whose names appeared in the Register of Members / Register of Beneficial Owner as on October 28, 2024, being the record date fixed for this purpose, in accordance with approval received from the Members by way of postal ballot, result of which was declared on October 16, 2024. The said bonus equity shares ranked pari passu in all respects with the then existing equity shares of the Company. As a result of the bonus issue, the paid-up capital of the Company increased to H 13,532 crore from H 6,766 crore. The paid-up capital on account of bonus issue of H 6,766 crore was appropriated from securities premium.
15.1 Secured Non-Convertible Debentures referred above to the extent of:
(a) H 20,545 crore (Previous year H 20,415 crore) are secured by way of hypothecation of all the movable plant and machinery, electrical equipments, installations and capital work in progress, both present and future, located at Hazira, Dahej, Patalganga, Nagothane and Silvassa Manufacturing Divisions of the Company.
(b) H Nil crore (Previous year H 1,000 crore) are secured by way of hypothecation of all the movable plant and machinery,both present and future, located at Hazira and Dahej Manufacturing Divisions of the Company.
20.1 Working Capital Loans from Banks of H 12,351 crore (Previous Year H 7,371 crore) are secured by hypothecation of present and future stock of raw materials, work-in-progress, finished goods, stores and spares (not relating to plant and machinery), book debts, outstanding monies, receivables, claims, bills, materials in transit, fixed deposit etc. save and except stock and receivables of Oil & Gas segment (Refer Note 9).
20.2 Refer note 37 B (iv) for maturity profile.
20.3 The Company has satisfied all the covenants prescribed in terms of borrowings.
20.4 In respect of working capital loans, quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of account.
The reserve estimates for producing fields are revised based on the performance of producing fields and with respect to discovered fields, the revision are based on the revised geological and reservoir simulation studies.
34.3 The Government of India ("GoI"), disallowed certain costs which the Production Sharing Contract ("PSC"), relating to Block
KG-DWN-98/3 ("KG D6") entitles the Company to recover. The Company maintains that the Contractor is entitled to recover all of its costs under the terms of the PSC and there are no provisions that entitle the GOI to disallow the recovery of any Contract Cost. The Company referred the issue to arbitration with GOI for resolution of disputes. The matter is presently at the stage of Final Hearing as part of arbitration proceedings. The demand from the GOI of $ 165 million (for H 1,561 crore) being the Company's share (total demand $ 247 million - H 2,342 crore) towards additional Profit Petroleum has been considered as contingent liability as on 31st March 2026.
In supersession of the Ministry's Gazette notification no. 22011/3/2012-ONG.D.V. dated 10th January 2014, the GOI notified the New Domestic Natural Gas Pricing Guidelines, 2014 on 26th October 2014. The GOI had directed the Company to instruct customers to deposit differential revenue on gas sales from D1D3 field on account of the prices determined under the guidelines converted to NCV basis and the prevailing price prior to 1st November 2014 ($ 4.205 per MMBTU) to be credited to the gas pool account maintained by GAIL (India) Limited. The amount so deposited by customer to Gas Pool Account is H 295 crore (net) as at 31st March 2026. Revenue has been recognised at the GoI notified prices on GCV basis, in respect of gas quantities sold from D1D3 field from 1st November 2014. This amount in the Gas Pool Account has also been challenged under cost recovery arbitration and is pending adjudication.
34.4 (a) Government of India ("GoI") sent a demand notice to the KG D6 block contractor (RIL, BP Exploration (Alpha) Limited and Niko (NECO) Limited) (together "Contractor") on 3rd November 2016, on account of production of gas allegedly migrated from ONGC's blocks. RIL, as operator and on behalf of the Contractor, initiated arbitration proceedings against the GoI.
The Arbitral Tribunal vide its Final Award dated 24th July 2018 ("Arbitration Award"), upheld Contractor's claims. Vide Judgment dated 9th May 2023, a single judge of the Hon'ble Delhi High Court upheld the Arbitration Award and dismissed Gol's appeal challenging the award. On an appeal by GOI, vide judgment dated 14th February 2025, the Division Bench of the Hon'ble Delhi High Court allowed GoI's appeal and set aside the judgment of the single judge and the Arbitration Award.
A demand letter dated 1st March 2025 for payment of $ 2.81 billion (RIL share $ 1.87 billion) was sent by GoI to the Contractor. RIL, on 17th March 2025, responded that it is not liable to make any payment to GoI and that the demand letter is without any factual or legal basis and is liable to be withdrawn. On 14th May 2025, a Special Leave Petition (SLP) has been filed by RIL before the Supreme Court of India, challenging the judgment pronounced on 14th February 2025 by the Division Bench of the Hon'ble Delhi High Court setting aside the judgment of single judge and the Gas Migration Arbitration Award. On 25th February 2026, upon joint request of both the parties, the Supreme Court has directed the matter to be listed on 27th April 2026 for directions.
(b) Arbitration was initiated by BG Exploration and Production India Limited and the Company (together the Claimants) against GOI under the PSCs for Panna - Mukta and Tapti blocks due to difference in interpretation of certain PSC provisions between Claimants and GOI. The Arbitration Tribunal has issued a number of final partial awards in this matter, some
of which have (in part) not been in Claimant's favour. The arbitration is ongoing and a final award is yet to be issued.
The arbitration has also led to satellite litigation in India (presently ongoing) and in the UK, which has resulted in court judgements that have not always been entirely in RIL's favour. Claimants have nominated its substitute arbitrator in place of existing arbitrator on his resignation. Chaiman of the Tribunal has requested GoI to confirm the reconstituted Tribunal's Terms of Reference and GOI has confirmed the same Tribunal is in the process of deciding the next steps in arbitration.
(c) NTPC filed suit in 2006 for specific performance of contract for supply of natural gas of 132 trillion BTU annually for a period of 17 years. This suit is still pending adjudication in the Bombay High Court and the Company's fact witnesses in the suit are to be cross examined by NTPC. On 2nd December 2024, a SLP was filed by RIL before the Supreme Court against an Order of the Bombay High Court in the NTPC suit, directing redaction of certain portions of RIL's Affidavit. The matter is presently sub-judice.
Considering the complexity of above issues, the Company is of the view that any attempt for quantification of possible exposure to the Company will have an effect of prejudicing Company's legal position in the ongoing arbitration/ litigations. Moreover, the Company considers above demand/disputes as remote.
(III) The Income Tax Assessments of the Company have been completed up to Assessment Year 2022-23.
The total outstanding demand is H 109 crore as on date. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions of the Income tax Act, 1961, the company has been legally advised that the demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.
(IV) On December 16, 2010, SEBI issued a show cause notice, inter alia to the Company (RIL) in connection with the trades by RIL in the stock exchanges in 2007 in the shares of Reliance Petroleum Limited, then a subsidiary of RIL. By an order dated March 24, 2017, the Whole time Member found RIL to have violated Section 12 A of the SEBI Act read with Regulation 3(a), (b), (c) and (d), and Regulation 4(1) and 4(2)(d) and (e) of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003 and passed the following directions: (i) prohibiting inter alia RIL from dealing in equity derivatives in the ‘Futures & Options' segment of stock exchanges, directly or indirectly, for a period of one year from the date of the order; and (ii) to disgorge from RIL an amount of H 447.27 crore along with interest at the rate of 12% per annum from November 29, 2007 till the date
of payment. On an appeal by RIL, Securities Appellate Tribunal ("SAT") by a majority order (2:1), dismissed the appeal on November 5, 2020 and directed RIL to pay the disgorged amount within sixty days from the date of the order. The appeal of RIL and others has been admitted by the Hon'ble Supreme Court of India. By its order dated December 17, 2020, the Hon'ble Supreme Court of India directed RIL to deposit H 250 crore in the Investors' Protection Fund, subject to the final result of the appeal and stayed the recovery of the balance, inclusive of interest, pending the appeal. RIL has complied with the order dated December 17, 2020 of the Hon'ble Supreme Court of India.
In the same matter, the adjudicating officer of SEBI ("AO"), while adjudicating the show cause notice dated November 21, 2017, issued, inter alia, to RIL, passed an order on January 1, 2021, imposing a penalty of H 25 crore on RIL. SAT, in the appeal filed by RIL, did not interfere with the order passed by the AO since the matter was already covered by its earlier decision dated November 5, 2020, which is in appeal by RIL before the Hon'ble Supreme Court. RIL has filed an appeal in the Hon'ble Supreme Court of India against the order dated December 4, 2023, of SAT.
Both the appeals of RIL were tagged by the Hon'ble Supreme Court and the arguments are complete. The Hon'ble Supreme Court on January 30, 2026, reserved the same for judgement.
36. Capital Management
The Company adheres to a disciplined Capital Management framework in order to maintain a strong balance sheet. The main objectives are as follows:
a) Maintain AAA rating domestically and investment grade rating internationally.
b) Manage foreign exchange, interest rates and commodity price risk, and minimise the impact of market volatility on earnings.
c) Diversify sources of financing and spread the maturity across tenure buckets in order to manage liquidity risk.
d) Leverage optimally in order to maximise shareholder returns.
The financial instruments are categorised into three levels based on the inputs used to arrive at fair value measurements as
described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs based on unobservable market data.
Valuation Methodology
All financial instruments are initially recognised and subsequently re-measured at fair value as described below:
a) The fair value of investment in quoted Equity Shares, Bonds, Government Securities, Treasury Bills, Certificate of Deposit and Mutual Funds is measured at quoted price or NAV.
b) The fair value of Interest Rate Swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
c) The fair value of Forward Foreign Exchange contracts and Currency Swaps is determined using observable forward exchange rates and yield curves at the balance sheet date.
d) The fair value of over-the-counter Foreign Currency Option contracts is determined using the Black Scholes valuation model.
e) Commodity derivative contracts are valued using available information in markets and quotations from exchange, brokers and price index developers.
f) The fair value for level 3 instruments is valued using inputs based on information about market participants assumptions and other data that are available.
g) The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
B. Financial Risk Management
The Company's activities expose it to variety of financial risks: market risk (including foreign currency risk and interest rate risk), commodity price risk, credit risk and liquidity risk. Within the boundaries of approved Risk Management Policy framework, the Company uses derivative instruments to manage the volatility of financial markets and minimize the adverse impact on its financial performance.
i) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.
a) Foreign Currency Risk
Foreign currency risk is the risk that the Fair Value or Future Cash Flows of an exposure will fluctuate because of changes in foreign currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee.
The following table shows in C Crore, the US Dollar, Euro and Japanese Yen currency exposure on financial instruments at the end of the reporting period.
b) Interest Rate Risk
The Company is also exposed to interest rate risk, changes in interest rates will affect future cash flows or the fair values of its financial instruments, principally debt. The Company issues debt in a variety of currencies based on market opportunities and it uses derivatives to hedge interest rate exposures.
ii) Commodity Price Risk
Commodity price risk arises due to fluctuation in prices of crude oil, other feed stock and products. The company has a risk management framework aimed at prudently managing the risk arising from the volatility in commodity prices and freight costs.
The Company's commodity risk is managed centrally through well-established trading operations and control processes.
In accordance with the risk management policy, the Company enters into various transactions using derivatives and uses over-the-counter as well as Exchange Traded Futures, Options and Swap contracts to hedge its commodity and freight exposure.
iii) Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument fails to perform or pay the amounts due causing financial loss to the company. Credit risk arises from company's activities in investments, dealing in derivatives and receivables from customers. The Company ensure that sales of products are made to customers with appropriate creditworthiness. Investment and other market exposures are managed against counterparty exposure limits. Credit information is regularly shared between businesses and finance function, with a framework in place to quickly identify and respond to cases of credit deterioration.
The company has a prudent and conservative process for managing its credit risk arising in the course of its business activities. Credit risk is actively managed through Letters of Credit, Bank Guarantees, Parent Company Guarantees, advance payments and factoring & forfaiting without recourse to the company to avoid concentration of risk. The company restricts its fixed income investments to liquid securities carrying high credit rating.
iv) Liquidity Risk
Liquidity risk arises from the Company's inability to meet its cash flow commitments on the due date. The company maintains sufficient stock of cash, marketable securities and committed credit facilities. The company accesses global and local financial markets to meet its liquidity requirements. It uses a range of products and a mix of currencies to ensure efficient funding from across well-diversified markets and investor pools. Treasury monitors rolling forecasts of the company's cash flow position and ensures that the company is able to meet its financial obligation at all times including contingencies.
The company's liquidity is managed centrally with operating units forecasting their cash and liquidity requirements, Treasury pools the cash surpluses from across the different operating units and then arranges to either fund the net deficit or invest the net surplus in a range of short-dated, secure and liquid instruments including short-term bank deposits, money market funds, reverse repos and similar instruments. The portfolio of these investments is diversified to avoid concentration risk in any one instrument or counterparty,
C. Hedge Accounting
The Company's business objective includes safe-guarding its earnings against adverse price movements of crude oil and other feedstock, refined products, freight costs as well as foreign exchange and interest rates. The Company has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and an approved hedge accounting framework which allows for Fair Value and Cash Flow hedges. Hedging instruments include exchange traded futures and options, over-the-counter swaps, forwards and options as well as non-derivative instruments to achieve this objective,
There is an economic relationship between the hedged items and the hedging instruments, The Company has established a hedge ratio of 1:1 for the hedging relationships. To test the hedge effectiveness, the Company uses the hypothetical derivative method and critical term matching method,
The hedge ineffectiveness can arise from:
- Differences in the timing of the cash flows.
- Different indexes (and accordingly different curves).
- The counterparties' credit risk differently impacting the fair value movements.
The table below shows the position of hedging instruments and hedged items as on the balance sheet date:
(ii) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iv) The Company does not have any transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.
42. Events after the Reporting Period
The Board of Directors have recommended dividend of H 6 per fully paid up equity share of H 10/- each for the financial year 2025-26 aggregating H 8,119 crore.
43. The figures for the corresponding previous year have been regrouped / reclassified wherever necessary, to make them comparable.
44. Approval of Financial Statements
The financial statements were approved for issue by the Board of Directors on April 24, 2026.
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