Reliance Industries : Integrated Annual Report for the financial year 2021-22 and Notice of Annual General Meeting

August 7, 2022
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot No. C/1, G Block,
Dalal Street,	Bandra-Kurla Complex, Bandra (East),
Mumbai 400 001	Mumbai 400 051
Scrip Code: 500325	Trading Symbol: RELIANCE
Dear Sirs,

Sub: Notice of the Forty-fifth Annual General Meeting (Post-IPO) and Integrated Annual Report for the financial year 2021-22

The Notice convening the Forty-fifthAnnual General Meeting (Post-IPO) ("Notice") and Integrated Annual Report of the Company for the financial year 2021-22, being sent to the members and debenture holders through electronic mode, is attached.

The Notice and Integrated Annual Report are also available on the website of the Company and can be accessed using the below given links:

Notice	https://www.ril.com/DownloadFiles/IRStatutory/Notice-of-45th-Annual-
	General-Meeting-(Post-IPO).pdf
Integrated Annual Report	https://www.ril.com/ar2021-22/index.html

This is for your information and records.

Thanking you

Yours faithfully,

For Reliance Industries Limited

Savithri Parekh

Company Secretary and Compliance Officer

Copy to:
The Luxembourg Stock	Singapore Exchange Limited	The Bank of New York Mellon
Exchange	2 Shenton Way	101 Barclay Street
35A Boulevard, Joseph II	#02-02 SGX Centre 1	New York, NY 10286
L-1840 Luxembourg	Singapore 068804

Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India

Phone #: [phone], Telefax: [phone]. E-mail:[e-mail], Website: www.ril.com

CIN- L17110MH1973PLC019786

National Securities Depository	Central Depository Services	KFin Technologies Limited
Ltd.	(India) Limited	Selenium Tower B, Plot 31-32,
Trade World, A Wing, 4th Floor,	Marathon Futurex, A-Wing,	Gachibowli, Financial District,
Kamala Mills Compound,	25th Floor, NM Joshi Marg,	Nanakramguda,
Lower Parel, Mumbai - 400013	Lower Parel, Mumbai - 400013	Hyderabad - 500032
India International Exchange	Link Intime India Private
(IFSC) Limited	Limited
1st Floor, Unit No. 101,	C-101, 1st Floor, 247 Park, Lal
The Signature Building, No.13B,	Bahadur Shastri Marg, Vikhroli
Road 1C,	(West) Mumbai Mumbai City
Zone 1, GIFT SEZ, GIFT CITY,	MH 400083
Gandhinagar - 382355

Regd. Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India

Phone #: [phone], Telefax: [phone]. E-mail:[e-mail], Website: www.ril.com

CIN- L17110MH1973PLC019786

CIN: L17110MH1973PLC019786

Registered Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai - 400 021

Website: www.ril.com; e-mail:investor.­[e-mail]; Tel.: [phone]; Fax: [phone]

Notice

NOTICE is hereby given that the Forty-fifth Annual General Meeting (Post-IPO) of the Members of Reliance Industries Limited will be held on Monday, August 29, 2022 at 2:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the report of Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
2. 1. "RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."
   2. "RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."
3. To declare a dividend on equity shares for the financial year ended March 31, 2022 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT a dividend at the rate of `8/- (Eight rupees only) per equity share of `10/- (Ten rupees only) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2022 and the same be paid out of the profits of the Company."
4. To appoint Smt. Nita M. Ambani, who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Smt. Nita M. Ambani (DIN: 03115198), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."
5. To appoint Shri Hital R. Meswani, who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Hital R. Meswani (DIN: 00001623), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."

5. To appoint Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W / W - 100018) and Chaturvedi & Shah LLP, Chartered Accountants (Registration No. 101720W / W100355), be and are hereby appointed as Auditors of the Company for a term of

5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the sixth Annual General Meeting from this Annual General Meeting, at such remuneration as shall be fixed by the Board of Directors of the Company."

SPECIAL BUSINESS

6. To re-appoint Shri Nikhil R. Meswani as a Whole- time Director and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the Members be and is hereby accorded to re-appoint Shri Nikhil

R. Meswani (DIN: 00001620) as a Whole-time Director, designated as an Executive Director, for a period of 5 (five) years from the expiry of his present term of office, i.e., with effect from July 1, 2023 on the terms and conditions including remuneration as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall include the Human Resources, Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and / or remuneration as

it may deem fit;

Reliance Industries Limited

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Notice

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

1. To appoint Shri K. V. Chowdary (DIN: 08485334) as an Independent Director and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:
   "RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri K. V. Chowdary (DIN: 08485334), who was appointed as an Additional Director, designated as an Independent Director, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term up to July 20, 2027;
   RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2023 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT in accordance with the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration, as approved by the Board of Directors and set out in the Statement annexed to the Notice, to be paid to the Cost Auditors appointed by the Board of Directors, to conduct the audit of cost records of the Company for the financial year ending March 31, 2023, be and is hereby ratified."
3. To alter the Objects Clause of the Memorandum of Association of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:
   "RESOLVED THAT in accordance with the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force)

and subject to such approvals as may be necessary or required, Clause III.A. of the Memorandum of Association of the Company relating to its Objects be and is hereby altered by adding the following sub-clauses as new sub-clauses 8, 9 and 10 after the existing sub-clause 7 in Clause III.A.:

"8. To carry on the business of designers, innovators, manufacturers, developers, assemblers, integrators, sellers, buyers, fabricators, recyclers, operators and dealers in new energy value chain comprising quartz and silica mining, metallic silicone, polysilicon, silicon or other photovoltaic / photosensitive substrate / wafers, photovoltaic cells, module and ancillaries, sheet glass, polyolefin elastomer, module mounting structure, energy storage system comprising cell and battery packs, power conversion system and other electro-mechanical and electro-chemical energy storage system, electrolysers, fuel cells, semiconductor and power electronics components, sub-assemblies and full systems and parts including magnetics, ingredients, components and other ancillary items and hardware, digital platforms and software services including but not limited to cloud services, applications and software services used in new energy and related project(s), operations, maintenance and support services and activities."

"9. To carry on the business of manufacturers, sellers, buyers, distributors, converters, transporters, processors, assemblers, integrators and dealers of hydrogen and its derivative chemicals including ammonia and methanol and other derivative chemicals."

"10. To carry on the business of designers, developers, innovators, technology providers, assemblers, integrators, sellers, buyers, fabricators, recyclers, distributors, operators and dealers of conventional or hydrogen internal combustion engines, battery electric drive system, battery charging and swapping, fuel cell electric drive system, entire vehicles, public/individual transportation system including magnetic levitation and working in collaboration with original equipment, technology and service provider for the same."

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

10. To approve Material Related Party Transactions of the Company and in this regard, to consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the applicable provisions of the Companies Act, 2013 ("the Act") read

2	Reliance Industries Limited

Notice

with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) /contract(s) / arrangement(s)

• agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) in terms of the explanatory statement to this resolution and more specifically set out in Table nos. A1 to A7 in the explanatory statement to this resolution on the respective material terms & conditions set out in each of Table nos. A1 to A7.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in

this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."

11. To approve Material Related Party Transactions of Subsidiaries of the Company and in this regard, to consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), other applicable laws / statutory provisions, if any, (including any

statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and basis the recommendation of the Audit Committee and the Board of Directors of the Company, approval

of the Members of the Company be and is hereby accorded to the Subsidiaries (as defined under the Companies Act, 2013) of the Company, to enter into and/or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) in terms of the explanatory statement to this resolution and more specifically set out in Table nos. B1 to B10 in the explanatory statement to this resolution on the respective material terms & conditions set out in each of Table nos. B1 to B10.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company / Subsidiaries in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."

By Order of the Board of Directors

Savithri Parekh

Company Secretary and Compliance Officer

Mumbai, August 6, 2022

Registered Office:

3rd Floor, Maker Chambers IV,

222, Nariman Point,

Mumbai 400 021

CIN: L17110MH1973PLC019786

Website: www.ril.com

E-mail:[e-mail]

Tel.: [phone]

Fax: [phone]

Reliance Industries Limited

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