Reliance Industries Ltd - Proxy Solicitation & Information Statement 2024

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May 20, 2024

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, G Block, Bandra - Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai 400 051

Scrip Code: 500325 Trading Symbol: RELIANCE

Dear Sirs,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated April 22, 2024, along with the explanatory statement, seeking approval of the members of the Company, by way of remote e-voting process (“evoting”) for:

Appointment of Shri Haigreve Khaitan (DIN: 00005290) as an Independent Director of the Company;
Re-appointment of His Excellency Yasir Othman H. Al Rumayyan (DIN: 09245977) as an Independent Director of the Company;
Re-appointment of Shri P.M.S. Prasad (DIN: 00012144) as a Whole-time Director designated as an Executive Director;
Approval of Material Related Party Transactions of the Company; and
Approval of Material Related Party Transactions of subsidiaries of the Company.

Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners, as on Friday, May 17, 2024 (“Cut-off Date”), received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories.

The Company has engaged the services of KFin Technologies Limited, Registrar and Transfer Agent, as the agency to provide e-voting facility to all its members.

The e-voting facility will be available during the following period:

Commencement of e-voting:	9:00 a.m.(IST) on Wednesday, May 22, 2024
End of e-voting:	5:00p.m.(IST) on Thursday, June 20, 2024

Regd. Office: 3[rd] Floor, Maker Chambers IV, 222, Nariman Point, Mumbai- 400 021, India Phone #: +91-22-3555 5000, Telefax: +91-22-2204 2268. E-mail: [email protected], Website: www.ril.com CIN- L17110MH1973PLC019786

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The Postal Ballot Notice is also available on the Company's website at www.ril.com.

This is for your information and records.

Thanking you

Yours faithfully,

For Reliance Industries Limited

Digitally signed SAVITHRI by SAVITHRI PAREKH PAREKH Date: 2024.05.20 17:58:05 +05'30'

Savithri Parekh Company Secretary and Compliance Officer

Encl.: as above

Copy to:

Luxembourg Stock Singapore Exchange The Bank of New York Exchange Limited Mellon 35A Boulevard Joseph II 4 Shenton Way, #02-01 101 Barclay Street L-1840 Luxembourg SGX Centre 2, Singapore New York, NY 10286 068807 National Securities Central Depository KFin Technologies Depository Limited Services (India) Limited Limited Trade World, A Wing, 4th Marathon Futurex, A-Wing Selenium Tower B, Plot Floor, Kamala Mills 25[th] Floor, N.M. Joshi Marg, No. 31 & 32, Gachibowli, Compound, Lower Parel, Lower Parel, Mumbai - Financial District, Mumbai – 400013 400013 Nanakramguda, Hyderabad - 500032

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Registered Office: 3[rd] Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, India; CIN: L17110MH1973PLC019786 Website: www.ril.com; E-mail: [email protected]; Tel.: +91 22 3555 5000; Fax: +91 22 2204 2268

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of Reliance Industries Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”) , Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”) , Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.

The Board of Directors has appointed Shri Anil Lohia, a Practising Chartered Accountant (Membership No.: 031626), Partner of Dayal and Lohia, Chartered Accountants or failing him Shri Khushit Jain, a Practising Chartered Accountant (Membership No.: 608082), Partner of Dayal and Lohia, Chartered Accountants, as Scrutiniser for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of KFin Technologies Limited ( “KFinTech” or “Registrar and Transfer Agent” ) as the agency to provide e-voting facility.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting:	9:00 a.m. (IST) on Wednesday,May22,2024
End of e-voting:	5:00 p.m. (IST) on Thursday,June 20,2024

The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced on or before Monday, June 24, 2024, and will be displayed on the Company’s website at www.ril.com and the website of KFinTech at https://evoting.kfintech.com. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

SPECIAL BUSINESS

1. Appointment of Shri Haigreve Khaitan (DIN: 00005290) as an Independent Director of the Company

To consider and 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), the appointment of Shri Haigreve Khaitan (DIN: 00005290), 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, being eligible, as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years, i.e., upto March 31, 2029, be and is hereby approved;

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. Re-appointment of His Excellency Yasir Othman H. Al Rumayyan (DIN: 09245977) as an Independent Director of the Company

To consider and pass the following resolution as a Special Resolution:

“ RESOLVED THAT in accordance with the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”)

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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), His Excellency Yasir Othman H. Al Rumayyan (DIN: 09245977), Independent Director holding office upto July 18, 2024 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, being eligible, be and is hereby re-appointed as an Independent Director, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years, i.e., upto July 18, 2029;

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.”

3. Re-appointment of Shri P.M.S. Prasad (DIN: 00012144) as a Whole-time Director designated as an Executive Director

To consider and pass the following resolution as a Special 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 P.M.S. Prasad (DIN: 00012144) 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 August 21, 2024, on the terms and conditions including remuneration as set out in the statement annexed to this Postal Ballot Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Human Resources, Nomination and Remuneration Committee of the Board) to vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit;

RESOLVED FURTHER THAT the approval of the members to the appointment of Shri P.M.S. Prasad in terms of this resolution shall be deemed to be their approval in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his continuation as a director, notwithstanding his attaining the age of seventy-five years;

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.”

4. Approval of Material Related Party Transactions of the Company

To consider and 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 (“Act”) read 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) with Reliance International Leasing IFSC Limited as more specifically set out in Table no. A1 in the explanatory statement to this resolution on the material terms & conditions set out therein;

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.”

5. Approval of Material Related Party Transactions of subsidiaries of the Company

To consider and pass the following resolution as an Ordinary Resolution :

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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 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) as more specifically set out in Table nos. B1 to B3 in the explanatory statement to this resolution on the respective material terms & conditions set out in each of Table nos. B1 to B3;

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, April 22, 2024

Registered Office:

3[rd] Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021. CIN: L17110MH1973PLC019786 Website: www.ril.com E-mail: [email protected] Tel.: +91 22 3555 5000 Fax: +91 22 2204 2268

NOTES:

A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations are attached.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, May 17, 2024 ( “Cut-Off Date” ) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to members for this Postal Ballot.
This Postal Ballot Notice will also be available on the Company’s website at www.ril.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFinTech at https://evoting.kfintech.com.
In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.ril.com) duly filled and signed along with requisite supporting documents to KFinTech at Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032.
Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.
Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his / her / its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made

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thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended ( “SEBI Master Circular” ), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.

8. The e-voting period commences at 9:00 a.m. (IST) on Wednesday, May 22, 2024 and ends at 5:00 p.m. (IST) on Thursday, June 20, 2024.

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Thursday, June 20, 2024.
All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

11. PROCEDURE FOR E-VOTING:

(i) E-VOTING FACILITY:

a. The Company is providing e-voting facility of KFinTech to its members to exercise their right to vote on the proposed resolutions by electronic means.
b. The e-voting facility will be available during the following voting period:

Commencement of e-voting:	9:00 a.m. (IST) on Wednesday, May 22, 2024
End of e-voting:	5:00 p.m. (IST) on Thursday, June 20, 2024

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

c. The manner of e-voting by (i) individual members holding shares of the Company in demat mode, (ii) members other than individuals holding shares of the Company in demat mode, (iii) members holding shares of the Company in physical mode, and (iv) members who have not registered their e-mail address, is explained in the instructions given hereinbelow.
(ii) INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:
a. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL MEMBERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE:

As per the SEBI Master Circular, all “individual members holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. The procedure to login and access e-voting, as devised by the Depositories / Depository Participant(s), is given below:

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PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

National Securities Depository Limited (NSDL)

1. Users already registered for IDeAS e-Services facility of NSDL may follow the following procedure:

i. Type in the browser / Click on the following e-Services link: https://eservices.nsdl.com
ii. Click on the button “Beneficial Owner” available for login under ‘IDeAS’ section.
iii. A new page will open. Enter your User ID and Password for accessing IDeAS.
iv. On successful authentication, you will enter your IDeAS service login. Click on “Access to e-Voting” under Value Added Services on the panel available on the left hand side.
v. You will be able to see Company Name: “Reliance Industries Limited” on the next screen. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure:

i. To register, type in the browser / Click on the following e-Services link: https://eservices.nsdl.com
ii. Select option “Register Online for IDeAS” available on the left hand side of the page.
iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.
iv. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.

3. Users may directly access the e-Voting module of NSDL as per the following procedure:

i. Type in the browser / Click on the following link: https://www.evoting.nsdl.com/
ii. Click on the button “Login” available under “Shareholder/Member” section.
iii. On the login page, enter User ID (i.e., 16-character demat account number held with NSDL, starting with IN), Login Type, i.e., through typing Password (in case you are registered on NSDL’s e-voting platform) / through generation of OTP (in case your mobile / e-mail address is registered in your demat account) and Verification Code as shown on the screen.

Central Depository Services (India) Limited (CDSL)

1. Users already registered for Easi / Easiest facility of CDSL may follow the following procedure:

i. Type in the browser / Click on any of the following links: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com and click on New System Myeasi / Login to My Easi option under Quick Login (best operational in Internet Explorer 10 or above and Mozilla Firefox)
ii. Enter your User ID and Password for accessing Easi / Easiest.

iii. You will see Company Name: “Reliance Industries Limited” on the next screen. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

2. Users not registered for Easi / Easiest facility of CDSL may follow the following procedure:

i. To register, type in the browser / Click on the following link: https://web.cdslindia.com/myeasitoken/ Registration/EasiRegistration
ii. Proceed to complete registration using your DP ID-Client ID (BO ID), etc.
iii. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.

3. Users may directly access the e-Voting module of CDSL as per the following procedure:

i. Type in the browser / Click on the following link: https://evoting.cdslindia.com/Evoting/EvotingLogin
ii. Provide Demat Account Number and PAN.
iii. System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account.
iv. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be redirected to the e-Voting page of KFinTech to cast your vote without any further authentication.

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iv. You will be able to see Company Name: “Reliance Industries Limited” on the next screen. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Procedure to login through their demat accounts / Website of Depository Participant

Individual members holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL / CDSL. An option for “e-Voting” will be available once they have successfully logged-in through their respective logins. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL / CDSL (as may be applicable). Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be redirected to the e-Voting page of KFinTech to cast your vote without any further authentication.

Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” / “Forgot Password” options available on the websites of Depositories / Depository Participants.

Contact details in case of any technical issue on NSDL Website Contact details in case of any technical issue on CDSL Website Members facing any technical issue during login can contact NSDL Members facing any technical issue during login helpdesk by sending a request at [email protected] or call at toll can contact CDSL helpdesk by sending a request at free no.: 022-4886 7000 / 022-2499 7000. [email protected] or contact at 1800 22 55 33 .

c. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY (I) MEMBERS OTHER THAN INDIVIDUALS HOLDING SHARES OF THE COMPANY IN DEMAT MODE AND (II) ALL MEMBERS HOLDING SHARES OF THE COMPANY IN PHYSICAL MODE
(I) (A) In case a member receives an e-mail from the Company / KFinTech [for members whose e-mail address is registered with the Company / Depository Participant(s)]:
- (a) Launch internet browser by typing the URL: https:// evoting.kfintech.com
- (b) Enter the login credentials (User ID and password provided in the e-mail) . The E-Voting Event Number + Folio No. or DP ID Client ID will be your User ID. If you are already registered with KFinTech for e-voting, you can use the existing password for logging-in. If required, please visit https://evoting. kfintech.com or contact toll-free numbers 1800 309 4001 (from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days) for assistance on your existing password.
- (c) After entering these details appropriately, click on “LOGIN”.
- (d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one
lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
(e) You need to login again with the new credentials.
(f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for Reliance Industries Limited.
(g) On the voting page, enter the number of shares as on the Cut-Off Date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the Cut-Off Date. You may also choose to “ABSTAIN” and vote will not be counted under either head.
(h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.
(i) Voting has to be done for each item in this Postal Ballot Notice separately. In case you do not desire to

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cast your vote on any specific item, it will be treated as “ABSTAINED”.

(j) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.
(k) A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.
(l) Once you confirm, you will not be allowed to modify your vote.
(m) Institutional / Corporate Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutiniser at e-mail id: [email protected] with a copy marked to [email protected]. Such authorisation shall contain necessary authority for voting by its authorised representative(s). It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVEN”.
(B) In case of a member whose e-mail address is not registered / updated with the Company / KFinTech / Depository Participant(s), please follow the following steps to generate your login credentials:
(a) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update the same by clicking on https://rkarisma.kfintech. com/shareholders or by writing to the Company with details of folio number and attaching a selfattested copy of PAN card at investor.relations@ril. com or to KFinTech at [email protected].
(b) Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participant(s) are requested to register / update their e-mail address with the Depository Participant(s) with which they maintain their demat accounts.
(c) After due verification, the Company / KFinTech will forward your login credentials to your registered e-mail address.
(d) Follow the instructions at (I) (A) (a) to (m) to cast your vote.
(II) Members can also update their mobile number and e-mail address in the “user profile details” in their e-voting login on https://evoting.kfintech.com .
(III) Any member who has forgotten the User ID and Password, may obtain / generate / retrieve the same from KFinTech in the manner as mentioned below:
(a) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX123456789

(b) If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate password.
(c) Member may call on KFinTech’s toll-free number 1800 309 4001 (from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days).
(d) Member may send an e-mail request to [email protected]. After due verification of the request, User ID and password will be sent to the member.
(e) If the member is already registered with KFinTech’s e-voting platform, then he / she / it can use his / her / its existing password for logging-in.
(IV) In case of any query on e-voting, members may refer to the “Help” and “FAQs” sections / E-voting user manual available through a dropdown menu in the “Downloads” section of KFinTech’s website for e-voting: https://evoting.kfintech.com or contact KFinTech as per the details given below.

(V) CONTACT DETAILS FOR ASSISTANCE ON E-VOTING:

Members are requested to note the following contact details for addressing e-voting related grievances:

Shri V. Balakrishnan, Vice President KFin Technologies Limited Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Toll-free No.: 1800 309 4001

(from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days). E-mail: [email protected]

Postal Ballot Notice

Reliance Industries Limited

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

Item No. 1

The members are aware that Late M.L. Bhakta, founding partner of Kanga & Co. was on the board of the Company for nearly 42 years till he stepped down due to his advancing age in 2019. M.L. Bhakta made immense contribution in advising the Company on legal matters impacting the Company. The Company has not had any legal professional as a member on its board since 2019. The Human Resources, Nomination and Remuneration Committee, considering the size and complexity of the operations of the Company and the evolving global and local regulatory landscape particularly in consumer and technology businesses, thought it fit that induction of a vastly experienced senior legal professional as a member of the Board of Directors of the Company would be in the interest of the Company. Accordingly, the Human Resources, Nomination and Remuneration Committee, after evaluating and considering the skills, experience and knowledge that would be available to the Board of Directors and pursuant to the provisions of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company, recommended to the Board of Directors the appointment of Shri Haigreve Khaitan (DIN: 00005290), Partner, Khaitan & Co as an Independent Director of the Company. The Board of Directors, at its meeting held on January 19, 2024, considered the recommendation and appointed Shri Haigreve Khaitan (DIN: 00005290), with effect from April 1, 2024, as an Additional Director, designated as an Independent Director of the Company. The Board of Directors also approved that the tenure of office of Shri Haigreve Khaitan as an Independent Director will be for a term of 5 (five) consecutive years from April 1, 2024, subject to the approval of members of the Company.

Shri Haigreve Khaitan is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Shri Haigreve Khaitan that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Shri Haigreve Khaitan for the office of Independent Director of the Company.

In the opinion of the Board of Directors, Shri Haigreve Khaitan fulfils the conditions for appointment as an Independent Director

as specified in the Act and the Listing Regulations. Shri Haigreve Khaitan is independent of the management and possesses appropriate skills, experience, knowledge and capabilities, required for the role of Independent Director. Shri Haigreve Khaitan’s vast experience in the field of corporate & commercial laws and merger & acquisitions will immensely benefit the Company. He also possesses skills in strategic planning, financial, regulatory / legal matters, risk management, corporate governance, etc. Shri Haigreve Khaitan is one of the members of the executive committee of Khaitan & Co. Given that Khaitan & Co has about 220 partners, he has assured the Board of Directors that he will devote as much time as is required for discharging his responsibilities as an Independent Director. In view of the above, the appointment of Shri Haigreve Khaitan as an Independent Director is in the interest of the Company.

The Company, in the normal course of its business, engages various Indian and international law firms, including Khaitan & Co, depending upon the subject matter and expertise of the law firm. All the engagements with Khaitan & Co are at arm’s length and in the ordinary course of business. The engagement with Khaitan & Co, an over 100 year old and one of the leading law firms in India (with over 1,100 lawyers including about 220 partners), does not in any way affect the independence of Shri Haigreve Khaitan in terms of Section 149(6) of the Act read with the independence criteria specified under the Listing Regulations. The fees paid to Khaitan & Co by the Company and its subsidiaries is immaterial compared to the overall revenue of the Company. It forms a very small part of the total revenue of Khaitan & Co and is significantly below the permitted limit of 10% of gross turnover of Khaitan & Co.

Details of Shri Haigreve Khaitan pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV of the Act and other applicable provisions of the Act, appointment of Shri Haigreve Khaitan as an Independent Director requires approval of members of the Company.

Further, in terms of Regulation 25(2A) of the Listing Regulations, appointment of Shri Haigreve Khaitan as an Independent Director requires approval of members of the Company by passing a special resolution.

Postal Ballot Notice

Reliance Industries Limited

Accordingly, the approval of members is sought for appointment of Shri Haigreve Khaitan as an Independent Director of the Company.

Copy of the letter of appointment issued to Shri Haigreve Khaitan setting out the terms and conditions of appointment is available for inspection by the members electronically. Members seeking to inspect the same can send an email to [email protected].

Shri Haigreve Khaitan is interested in the resolution set out at Item No. 1 of this Postal Ballot Notice with regard to his appointment. Relatives of Shri Haigreve Khaitan may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board of Directors commends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

Item No. 2

Pursuant to the approval accorded by the members of the Company vide resolution dated October 19, 2021, His Excellency Yasir Othman H. Al Rumayyan (DIN: 09245977) is holding the office of Independent Director of the Company and his first term ends on July 18, 2024.

The Human Resources, Nomination and Remuneration Committee of the Board of Directors (the “HRNR Committee”), on the basis of the report of performance evaluation, has recommended the reappointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director for a second term of 5 (five) consecutive years upto July 18, 2029, on the Board of Directors of the Company.

The Board of Directors, based on the performance evaluation and as per the recommendation of the HRNR Committee, considers that, given his professional background and experience and contributions made by him during his tenure, his continuance as an Independent Director would be beneficial to the Company. Accordingly, it is proposed to re-appoint His Excellency Yasir Othman H. Al Rumayyan as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years.

His Excellency Yasir Othman H. Al Rumayyan is qualified to be appointed as a Director in terms of Section 164 of the Companies Act, 2013 (the “Act”) and has given his consent to act as a Director. The Company has also received a declaration from His Excellency Yasir Othman H. Al Rumayyan that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities

and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of His Excellency Yasir Othman H. Al Rumayyan for the office of Independent Director of the Company.

In the opinion of the Board of Directors, His Excellency Yasir Othman H. Al Rumayyan fulfils the conditions for re-appointment as an Independent Director as specified in the Act and the Listing Regulations. His Excellency Yasir Othman H. Al Rumayyan is independent of the management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director. Considering the extensive knowledge and experience of His Excellency Yasir Othman H. Al Rumayyan in the oil and refining sector, his understanding of and position in the geo-politics of oil and global finance as well as his educational background, re-appointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director is in the interest of the Company.

Details of His Excellency Yasir Othman H. Al Rumayyan pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

In accordance with the provisions of Section 149 read with Schedule IV of the Act and other applicable provisions of the Act and in terms of Regulation 25(2A) of the Listing Regulations, reappointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director requires approval of members of the Company by passing a special resolution.

Accordingly, the approval of members is sought for reappointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director.

Copy of draft letter of appointment to be issued to His Excellency Yasir Othman H. Al Rumayyan setting out the terms and conditions of his re-appointment is available for inspection, by the members, electronically. Members seeking to inspect the same can send an email to [email protected].

His Excellency Yasir Othman H. Al Rumayyan is interested in the resolution set out at Item No. 2 of this Postal Ballot Notice with regard to his re-appointment. Relatives of His Excellency Yasir Othman H. Al Rumayyan may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Postal Ballot Notice

Reliance Industries Limited

The Board of Directors commends the Special Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the members.

Item No. 3

The Board of Directors of the Company, at its meeting held on April 22, 2024, has, subject to the approval of members, re-appointed Shri P.M.S. Prasad (DIN: 00012144) as a Whole-time Director, designated as an Executive Director for a period of 5 (five) years from the expiry of his present term, i.e., with effect from August 21, 2024, on the terms and conditions including remuneration as recommended by the Human Resources, Nomination and Remuneration Committee of the Board (“HRNR Committee”).

Broad particulars of the terms of re-appointment of and remuneration payable to Shri P.M.S. Prasad are as under:

(a) Salary, Perquisites and Allowances per annum:

Salary, Perquisites and Allowances shall be in the range of ₹ 10 crore to ₹ 15 crore per annum. Annual increments shall be as determined by the HRNR Committee.

The perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and / or allowances for utilisation of gas, electricity, water, furnishing and repairs, medical assistance and leave travel concession for self and family including dependents. The said perquisites and allowances shall be determined, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or reenactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be determined at actual cost.

(b) Contribution to provident fund, superannuation or annuity fund, gratuity, etc.

The Company’s contribution to provident fund, superannuation or annuity fund, gratuity payable and encashment of leave, as per the rules of the Company, shall be in addition to the remuneration under (a) above.

(c) Incentive / ESOP etc.:

i. Remuneration by way of incentive / bonus / performance linked incentive, payable to Shri P.M.S. Prasad, as may be determined by the HRNR Committee (currently comprises only independent directors) shall be in addition to the remuneration under (a) above.
ii. The perquisite value of Employees Stock Options that may be granted to Shri P.M.S. Prasad, shall be in addition to the remuneration under (a) above.

(d) Reimbursement of Expenses:

Expenses incurred for travelling, boarding and lodging including for Shri P.M.S. Prasad’s spouse and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.

In terms of the resolution passed by members of the Company at the annual general meeting held on June 18, 2014, the overall remuneration payable every year to the executive directors of the Company (i.e., the Managing Director and the Whole-time Directors) by way of salary, perquisites and allowances, incentive / bonus / performance linked incentive, remuneration based on net profits, etc., as the case may be, shall not exceed in the aggregate 1% (one percent) of the net profits of the Company as computed in the manner laid down in Section 198 of the Companies Act, 2013 (“the Act”) or any statutory modification(s) or re-enactment(s) thereof.

The total remuneration paid to Shri P.M.S. Prasad for the financial years 2023-24, 2022-23 and 2021-22 is ₹17.93 crore, ₹13.50 crore and ₹11.89 crore, respectively. The proposed remuneration is commensurate with the size and complexity of the business.

(e) General:

(i) The Whole-time Director shall perform such duties as shall from time to time be entrusted to him by the Board / Managing Director, subject to superintendence, guidance and control of the Managing Director / Board.
(ii) The Whole-time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.
(iii) The Whole-time Director shall adhere to the Company’s Code of Conduct.
(iv) The office of the Whole-time Director may be terminated by the Company or by him by giving 3 (three) months’ prior notice in writing.

Section 196(3) and Part I of Schedule V to the Act provide that no company shall appoint or continue the employment of a person who has attained the age of seventy years, as executive director unless it is approved by the members by passing a special resolution.

Shri P.M.S. Prasad, executive director of the Company who is completing his tenure on August 20, 2024, has attained the age of 72 years. Hence, the resolution set out at Item No. 3 of this Postal Ballot Notice requires approval of members by way of a special resolution. Shri P.M.S. Prasad has been associated with the Company for about 42 years and is an executive director of the Company since August 21, 2009. Currently, he leads Exploration & Production (E&P) and Refining & Marketing (R&M) businesses.

Postal Ballot Notice

Reliance Industries Limited

Considering his rich and varied experience in the industry and close involvement in operations of the Company, it would be in the interest of the Company to continue to avail of his considerable expertise and to re-appoint Shri P.M.S. Prasad as a Whole-time Director.

Accordingly, approval of the members is sought for passing the special resolution set out at Item No. 3 in terms of Section 196(3) read with Part I of Schedule V of the Act.

In the event, Shri P.M.S. Prasad ceases to be a whole-time director and continuing as a non-executive director of the Company, the approval of members to the appointment of Shri P.M.S. Prasad in terms of the special resolution set out at Item No. 3 shall be deemed to be their approval in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), for his continuation as a director, liable to retire by rotation, notwithstanding his attaining the age of seventy-five years.

Shri P.M.S. Prasad satisfies all conditions set out in Part-I of Schedule V of the Act as also conditions set out under Section 196(3) of the Act for his re-appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The above may be treated as a written memorandum setting out the terms of re-appointment of Shri P.M.S. Prasad under Section 190 of the Act.

Details of Shri P.M.S. Prasad, pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

Shri P.M.S. Prasad is interested in the resolution set out at Item No. 3 of this Postal Ballot Notice with regard to his re-appointment. Relatives of Shri P.M.S. Prasad may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

The Board of Directors commends the Special Resolution set out at Item No. 3 of this Postal Ballot Notice for approval by the members.

Item Nos. 4 & 5

The Company is engaged in activities spanning across hydrocarbon exploration and production, oil to chemicals, retail, digital services, advanced materials and composites, and renewables (solar and hydrogen), which are carried out either directly or through its subsidiaries and joint ventures with third parties. The annual consolidated turnover of the Company as on March 31, 2024 is ` 9,14,472 crore (excluding duties and taxes).

In furtherance of its business activities, the Company and its subsidiaries have entered into / will enter into transactions / contract(s) / agreement(s) / arrangement(s) with related parties in terms of Regulation 2(1)(zc)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

All related party transactions of the Company and its subsidiaries are at arm’s length and in the ordinary course of business.

The Company and its subsidiaries have a well-defined governance process for the related party transactions undertaken by them. These transactions are independently reviewed by one of the Big4 accounting firms / Independent accounting firms for arm’s length consideration and compared with the benchmarks available for similar type of transactions and this analysis is presented to the Audit Committee.

Further, all related party transactions of the Company are undertaken after obtaining prior approval of the Audit Committee. The Audit Committee of the Company currently comprises only independent directors. All related party transactions as set out in this Postal Ballot Notice have been unanimously approved by the Audit Committee after satisfying itself that the related party transactions are at arm’s length and in the ordinary course of business. The Audit Committee of the Company reviews on a quarterly basis, the details of all related party transactions entered into by the Company during the previous quarter, pursuant to its approvals.

The related party transactions between the Indian subsidiaries and their related parties as set out in this Postal Ballot Notice are also approved by the audit committee (consisting of majority of independent directors) / board of directors, as the case may be, of the respective subsidiaries.

In accordance with Regulation 23 of the Listing Regulations, approval of the members is sought for related party transactions which in a financial year, exceed the lower of (i) ` 1,000 crore; and (ii) 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

The material related party transactions for which the approval of the members is sought are as follows:

Transactions between the Company and Reliance International Leasing IFSC Limited (RILIL) for hiring of very large ethane carriers from RILIL for transportation of ethane and for providing technical, IT support and other business support services to RILIL.
Transactions of Reliance Retail Limited (RRL) with SanminaSCI India Private Limited and Neolync Solutions Private Limited for purchase by RRL of customer premises equipment / devices and telecom equipment.
Transactions of RRL with Jio Leasing Services Limited for sale of customer premises equipment / devices and telecom equipment.

Postal Ballot Notice

Reliance Industries Limited

The values of related party transactions specified in the Tables below exclude duties and taxes.

The approval of the members pursuant to Resolution Nos. 4 and 5 is being sought for the related party transactions / contracts / agreements / arrangements set out in Table no. A1 and Table nos. B1 to B3, respectively.

In addition to the transactions set out in the Tables below, approval of the members is also sought for any other transactions between the parties for transfer of resources, services and obligations in the ordinary course of business, on arm’s length

basis and in compliance with applicable laws, as approved by the Audit Committee. The values of such additional transactions are included in the values set out in each of the Tables below.

The value of transactions (for which the approval is being sought) for the period commencing from April 01, 2024 till the date of this Postal Ballot Notice has not exceeded the materiality threshold.

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (“SEBI Master Circular”) are set forth below:

A1. Transactions with Reliance International Leasing IFSC Limited

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S.N.	Particulars	Details

1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	Name of the Related Party Reliance International Leasing IFSC Limited (“RILIL”) Relationship The Company and Jio Financial Services Limited (listed company) are under ‘common control’ in terms of accounting standards. Reliance Strategic Business Ventures Limited, a wholly owned subsidiary of the Company and Jio Leasing Services Limited, a wholly owned subsidiary of Jio Financial Services Limited have set up RILIL as a 50:50 joint venture in the International Financial Services Centre (IFSC) located at Gujarat International Finance Tec-City (GIFT City), Special Economic Zone (SEZ), Gujarat to engage in the business of operating lease of ships, vessels and voyage charters.
2.	Name of Director(s) or Key Managerial Personnel who is related, if any	Not Applicable
3.	Type, tenure, material terms and particulars	(i) The Company will enter into contract of afreightment / voyage charters / lease arrangements and the like for transporting ethane from USA to Dahej, India in very large ethane carriers (“VLECs”) and allied transactions. Additionally, the Company will enter into similar contracts for carriage by ships of other raw materials / fnished products and allied transactions. (ii) The Company will provide services to RILIL such as technical, IT support, manpower for its efcient business operations in SEZ GIFT City, Gujarat. The pricing is based on cost plus margin for both chartering and provision of services. The above arrangements are proposed to be continuing business transactions. Approval of the members is being sought for transactions during 5 fnancial years i.e., from FY2024-25 to FY2028-29.

Postal Ballot Notice

Reliance Industries Limited

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4.	Value of the transaction	i) The Company estimates that the monetary value for transactions at 3(i) above (a) for FY2024-25 to be upto`2,400<br>crore and (b) in each of the 4 subsequent fnancial years from<br>FY2025-26 to FY2028-29 to be upto`3,800 crore. ii) The Company estimates that the monetary value for transactions at 3(ii) above in each of the 5 fnancial years from FY2024-25 to FY2028-29 to be upto`100 crore.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	i) The estimated transaction value at 4(i) above for FY2024-25 represents 0.26% of the annual consolidated turnover of the Company for FY2023-24. ii) The estimated transaction value at 4(ii) above for FY2024-25 represents 0.01% of the annual consolidated turnover of the Company for FY2023-24.
6.	Details of the transaction relating to any loans, inter-corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary	Not Applicable
7.	Justifcation as to why the RPT is in the interest of the listed entity	(i) RILIL would consolidate the expertise in the feld of ownership of ships and ship operations and management. (ii) The Company will be able to source the vessels for its captive use at optimumprices on a long-term basis.
8.	Any valuation or other external party report relied upon by the listed entity in relation to the transactions	Not Applicable
9.	Any other information that may be relevant	The transactions at 3(i) above are not new related party transactions. Presently, the Company has similar contracts as specifed in 3(i) above with Reliance Industries (Middle East) DMCC (RIME), a wholly owned subsidiary of the Company and the arrangements with RIME aregettingshifted to RILIL.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said transactions.

B1, B2 and B3 -

Background:

Reliance Jio Infocomm Limited (RJIL), a subsidiary of the Company provides broadband connectivity to home through wireless technology. For availing these services, the customers need to install ‘customer premises equipment / devices’ in their homes. In order that customers do not incur huge upfront cost for purchase of these equipment / devices (approx. in the range of ` 15,000), the following arrangement has been envisaged:

(a) The Company, committed to the vision of Hon’ble Prime Minister’s ‘Atmanirbhar Bharat’ through its wholly owned subsidiary, has set up two joint ventures with (i) Sanmina Corporation, USA; and (ii) Neolync Holdings Limited, Israel. The joint venture companies i.e., Sanmina-SCI

India Private Limited (Sanmina) and Neolync Solutions Private Limited (Neolync), manufacture these customer premises equipment / devices and other electronic items like mobile phone, telecom and IT hardware, etc.

(b) Reliance Retail Limited (RRL), a subsidiary of the Company, is in the business of dealing in customer premises equipment, enterprise devices and other telecom devices.
(c) RRL will purchase the customer premises equipment / devices from Sanmina and Neolync and sell these customer premises equipment / devices to Jio Leasing Services Limited (JLSL), a wholly owned subsidiary of Jio Financial Services Limited. RRL is also working with other leading manufacturers to purchase these customer premises equipment / devices.

Postal Ballot Notice

Reliance Industries Limited

(d) JLSL will provide these customer premises equipment / devices on operating lease to the customers of RJIL for availing the broadband wireless connectivity and other services.

Accordingly, the following related party transactions are being proposed for approval by the members of the Company:

B1. Transactions between Reliance Retail Limited and Sanmina-SCI India Private Limited

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1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	Name of Related Parties Reliance Retail Limited (RRL) and Sanmina-SCI India Private Limited (Sanmina) Relationship RRL and Sanmina are step-down subsidiaries of the Company. RRL is a wholly owned subsidiary of Reliance Retail Ventures Limited (RRVL). The Company holds 83.56% of paid-up equity share capital of RRVL. Sanmina is a 50.01: 49.99 joint venture between Reliance Strategic Business Ventures Limited (RSBVL), a wholly owned subsidiary of the Companyand Sanmina Corporation, USA.
2.	Name of Director(s) or Key Managerial Personnel who is related, if any	Not Applicable
3.	Type, tenure, material terms and particulars	Sanmina is engaged in the business of manufacturing of various telecom equipment and customer devices. RRL is in the business of dealing in devices and related equipment. RRL will purchase customer premises equipment / devices and telecom equipment from Sanmina. The above transactions will be at cost plus margin. The above arrangements are continuing business transactions. Approval of the members is being sought for the aforesaid and allied transactions during the 2 fnancial years i.e., FY2024-25 and FY2025-26.
4.	Value of the transaction	The monetary value of the transactions at (3) above is estimated to be`14,400 crore to be undertaken over FY2024-25 and FY2025- 26. The split across the two years would depend on the uptake of services andpace of deployment of broadband wireless devices.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	Assuming the total monetary value of`14,400 crore is split equally in FY2024-25 and FY2025-26, it represents: i) 0.79% of annual consolidated turnover of the Company for FY2023-24; ii) 2.79% of annual turnover of RRL for FY2023-24; and iii) 199.36% of annual turnover of Sanmina for FY2023-24.
6.	Details of the transaction relating to any loans, inter-corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary	Not Applicable
7.	Justifcation as to why the RPT is in the interest of the listed entity	Please refer to the background to this table.

Postal Ballot Notice

Reliance Industries Limited

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8.	Any valuation or other external party report relied upon by the listed entity in relation to the transactions	Not Applicable
9.	Any other information that may be relevant	All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

Dr. Shumeet Banerji, Director of the Company, who is also a director on the board of RRL; and his relatives, to the extent of their shareholding, if any, may be deemed to be concerned or interested, in the said transactions.

B2. Transactions between Reliance Retail Limited and Neolync Solutions Private Limited

S.N.	Particulars	Details
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	Name of Related Parties Reliance Retail Limited (RRL) and Neolync Solutions Private Limited (Neolync) Relationship RRL is a step-down subsidiary of the Company and Neolync is an associate company (40%) of Reliance Strategic Business Ventures Limited (RSBVL), a wholly owned subsidiary of the Company. RRL is a wholly owned subsidiary of Reliance Retail Ventures Limited (RRVL). The Company holds 83.56% of paid-up equity share capital of RRVL.
2.	Name of Director(s) or Key Managerial Personnel who is related, if any	Not Applicable
3.	Type, tenure, material terms and particulars	Neolync is engaged in the business of manufacturing of various telecom equipment and customer devices. RRL is in the business of dealing in devices and related equipment. RRL will purchase customer premises equipment / devices and telecom equipment from Neolync. The above transactions will be at cost plus margin. The above arrangements are proposed to be continuing business transactions. Approval of the members is being sought for the aforesaid and allied transactions during the 2 fnancial years i.e., FY2024-25 and FY2025-26.
4.	Value of the proposed transaction	The monetary value of the transactions at (3) above is estimated to be`20,500 crore to be undertaken over FY2024-25 and FY2025- 26. The split across the two years would depend on the uptake of services andpace of deployment of broadband wireless devices.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	Assuming the total monetary value of`20,500 crore is split equally in FY2024-25 and FY2025-26, it represents: i) 1.12% of annual consolidated turnover of the Company for FY2023-24; and ii) 3.97% of annual turnover of RRL for FY2023-24.

Postal Ballot Notice

Reliance Industries Limited

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S.N.	Particulars	Details

6.	Details of the transaction relating to any loans, inter-corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary	Not Applicable
7.	Justifcation as to why the RPT is in the interest of the listed entity	Please refer to the background to this table.
8.	Any valuation or other external party report relied upon by the listed entity in relation to the transactions	Not Applicable
9.	Any other information that may be relevant	All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

B3. Transactions between Reliance Retail Limited and Jio Leasing Services Limited

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S.N.	Particulars	Details

1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	Name of the Related Parties Reliance Retail Limited (RRL) and Jio Leasing Services Limited (JLSL) Relationship RRL is a wholly owned subsidiary of Reliance Retail Ventures Limited (RRVL). The Company holds 83.56% of the paid-up equity share capital of RRVL. JLSL is a wholly owned subsidiary of Jio Financial Services Limited (listed company). RRL and JLSL are entities under ‘common control’ in terms of accountingstandards.
2.	Name of Director(s) or Key Managerial Personnel who is related, if any	Not Applicable
3.	Type, tenure, material terms and particulars	JLSL is entering into the business of operating lease via a Device- as-a-service (“DaaS”) model. DaaS is a new age service model where businesses or individuals lease certain goods along with associated services, rather than purchasing the devices outright. DaaS typically includes installation, maintenance, support, and sometimes additional services like updates. RRL is in the business of dealing in devices and related equipment. RRL will sell customer premises equipment / devices and telecom equipment to JLSL. The above transactions will be at cost plus margin. The above arrangements are proposed to be continuing business transactions. Approval of the members is being sought for the aforesaid and allied transactions during the 2 fnancial years i.e., FY2024-25 and FY2025-26.

Postal Ballot Notice

Reliance Industries Limited

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4.	Value of the proposed transaction	The monetary value of the transactions at (3) above is estimated to be`36,000 crore to be undertaken over FY2024-25 and FY2025- 26. The split across the two years would depend on the uptake of services andpace of deployment of broadband wireless devices.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	Assuming the total monetary value of`36,000 crore is split equally in FY2024-25 and FY2025-26, it represents: i) 1.97% of annual consolidated turnover of the Company for FY2023-24; and ii) 6.97% of annual turnover of RRL for FY2023-24.
6.	Details of the transaction relating to any loans, inter-corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary	Not Applicable
7.	Justifcation as to why the RPT is in the interest of the listed entity	Please refer to the background to this table.
8.	Any valuation or other external party report relied upon by the listed entity in relation to the transactions	Not Applicable
9.	Any other information that may be relevant	All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

Pursuant to Regulation 23 of the Listing Regulations, members may also note that no related party of the Company shall vote to approve the Ordinary Resolutions set out at Item Nos. 4 and 5 whether the entity is a related party to the particular transaction or not.

The Board of Directors commends the Ordinary Resolutions set out at Item Nos. 4 and 5 of this Postal Ballot Notice for approval by the members.

By Order of the Board of Directors

Savithri Parekh

Company Secretary and Compliance Officer

Mumbai, April 22, 2024

Registered Office:

3[rd] Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021. CIN: L17110MH1973PLC019786 Website: www.ril.com E-mail: [email protected] Tel.: +91 22 3555 5000 Fax: +91 22 2204 2268

Postal Ballot Notice

Reliance Industries Limited

Annexure to the Postal Ballot Notice

Annexure to the Postal Ballot Notice	Annexure to the Postal Ballot Notice

Shri Haigreve Khaitan
Age	53years
Qualifcations	Bachelors of Legislative Laws from Kolkata University
Experience (including expertise in specifc functional area) / Brief Resume	Vast experience in legal and regulatory matters. For detailed profle, please refer Company’s website:www.ril.com
Terms and Conditions of Appointment	As per the resolution set out at Item No. 1 of this Postal Ballot Notice read with statementpursuant to Section 102 of the Act.
Remuneration last drawn (including sitting fees, if any) (FY2023-24)	Not Applicable
Remuneration proposed to be paid	He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and proft related commission within the limits stipulated under Section 197 of the Companies Act, 2013.
Date of frst appointment on the Board	April 01, 2024
Shareholding in the Company including shareholding as a benefcial owner as on date of Postal Ballot Notice	Nil
Relationship with other Directors / Key Managerial Personnel	Not related to any Director / Key Managerial Personnel of the Company or its subsidiaries or associate companies
Number of meetings of the Board attended	FY2023-24: Not Applicable FY2024-25 (till the date of this Postal Ballot Notice): 1 out of 1 meetingheld
Directorships of other Boards as on date of Postal Ballot Notice	1. Jio Platforms Limited 2. Mahindra and Mahindra Limited 3. Borosil Renewables Limited 4. VS Trustee Private Limited 5. CEAT Limited 6. JSW Steel Limited 7. Tech Mahindra Limited 8. Dalmia Bharat Limited 9. New Democratic Electoral Trust 10. Laxman AG 11. Interfoat Corporation
Membership / Chairmanship of Committees of other Boards as on date of Postal Ballot Notice	Jio Platforms Limited Audit Committee - Member Mahindra & Mahindra Limited Stakeholders Relationship Committee - Chairperson Audit Committee - Member Risk Management Committee - Member Governance, Nomination & Remuneration Committee - Member Loans & Investment Committee - Member Sale of Assets Committee - Member Tech Mahindra Limited Stakeholders Relationship Committee - Chairperson Securities Allotment Committee - Chairperson Audit Committee - Member Corporate Social Responsibility Committee - Member Investment Committee - Member

Postal Ballot Notice

Reliance Industries Limited

	JSW Steel Limited Audit Committee - Member Share Allotment Committee - Member JSWSL ESOP Committee - Member Borosil Renewables Limited Audit Committee - Member Nomination & Remuneration Committee - Member Acquisition Oversight Committee - Member Securities Issue Committee - Member
Listed entities from which the Director has resigned in thepast threeyears	Nil

Postal Ballot Notice

Reliance Industries Limited


His Excellency Yasir Othman H. Al Rumayyan
Age	54years
Qualifcations	Graduate, Harvard Business School’s General Management Program and holds a degree in Accountingfrom KingFaisal Universityin Saudi Arabia
Experience (including expertise in specifc functional area) / Brief Resume	His Excellency Yasir Othman H. Al Rumayyan has been the Managing Director since 2015 and later from 2019 as the Governor of the Public Investment Fund of Saudi Arabia, leading all areas of operation of the sovereign wealth fund. His experience encompasses over 25 years working in some of Saudi Arabia’s prominent fnancial institutions. For detailedprofle,please refer Company’s website:www.ril.com
Terms and Conditions of Re-appointment	As per the resolution set out at Item No. 2 of this Postal Ballot Notice read with statementpursuant to Section 102 of the Act.
Remuneration (including sitting fees, if any) last drawn (FY2023-24)	₹2.30 crore
Remuneration proposed to be paid	He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and proft related commission within the limits stipulated under Section 197 of the Companies Act, 2013.
Date of frst appointment on the Board	July19, 2021
Shareholding in the Company including shareholding as a benefcial owner as on date of Postal Ballot Notice	Nil
Relationship with other Directors / Key Managerial Personnel	Not related to any Director / Key Managerial Personnel of the Company or its subsidiaries or associate companies
Number of meetings of the Board attended	FY2023-24 : 5 out of 7 meetings held FY2024-25 (till the date of this Postal Ballot Notice): Nil
Directorships of other Boards as on date of Postal Ballot Notice	1. Saudi Arabian Oil Company 2. Saudi Arabian Mining Company 3. Saudi Arabian Investment Company “Sanabil” 4. Noon Investments 5. NEOM Investment Fund Company 6. Golf Saudi Company 7. LIV Golf LTD 8. Aviation Services Company 9. Newcastle United Football Company Limited 10. Magic Leap, Inc. 11. Roshn Group Company 12. Industrial Company for Electronics “ALAT” 13. Red Sea Global 14. NEOM Company 15. Ceer National Automotive Company 16. Qiddiya Investment Company 17. Oil Park Development Company 18. Saudi Electronic Gaming Holding Company “SAVVY” 19. King Salman International Airport Development Company 20. Public Investment Fund of Saudi Arabia

Postal Ballot Notice

Reliance Industries Limited

Membership / Chairmanship of Committees of other
Boards as on date of Postal Ballot Notice

Public Investment Fund of Saudi Arabia
Investment Committee - Member
Risk Committee - Member
Roshn Group Company
Remuneration and Nomination Committee - Chairman
Executive Committee - Chairman
Saudi Arabian Oil Company
Remuneration Committee - Member
Nomination Committee - Member
LIV Golf Investments Company LTD.
Nomination Committee - Chairman
Newcastle United Football Company Limited
Nomination, Remuneration & Compensation Committee - Chairman
Qiddiya Investment Company
Nomination & Remuneration Committee - Chairman
NEOM Company
Investment & Funding Committee - Chairman
Aviation Services Company
Nomination & Remuneration Committee - Chairman
King Salman International Airport Development Company
Executive Committee - Chairman
Nomination & Remuneration Committee - Chairman
Golf Saudi Company
Nomination & Remuneration Committee - Chairman

Listed entities from which the Director has resigned in
thepast threeyears

Nil

Postal Ballot Notice

Reliance Industries Limited


Shri P.M.S. Prasad
Age	72years
Qualifcations	Bachelor’s Degrees in Science from Osmania University (Hyderabad) and in Engineeringfrom Anna University(Chennai)
Experience (including expertise in specifc functional area) / Brief Resume	Vast experience overseeing various facets of RIL’s expansive portfolio which includes petrochemicals, refning and marketing, oil & gas exploration, and renewable energy. For detailed profle, please refer Company’s website: www.ril.com
Terms and Conditions of Re-appointment	As per the resolution at Item No. 3 of this Postal Ballot Notice read with statement pursuant to Section 102 of the Act, Shri P.M.S. Prasad is proposed to be re-appointed as a Whole-time Director.
Remuneration last drawn (including sitting fees, if any) (FY2023-24)	`17.93 crore
Remuneration proposed to be paid	As per the resolution at Item No. 3 of this Postal Ballot Notice read with statementpursuant to Section 102 of the Act
Date of frst appointment on the Board	August 21, 2009
Shareholding in the Company including shareholding as a benefcial owner as on date of Postal Ballot Notice	6,40,000 equity shares
Relationship with other Directors / Key Managerial Personnel	Not related to any Director / Key Managerial Personnel
Number of meetings of the Board attended	FY2023-24: 7 out of 7 meetings held FY2024-25 (till the date of this Postal Ballot Notice): 1 out of 1 meetingheld
Directorships of other Boards as on date of Postal Ballot Notice	1. Reliance Commercial Dealers Limited 2. Network18 Media & Investments Limited 3. Viacom 18 Media Private Limited 4. TV18 Broadcast Limited 5. Reliance BP MobilityLimited

Postal Ballot Notice

Reliance Industries Limited

Membership / Chairmanship of Committees of other
Boards as on date of Postal Ballot Notice

Network18 Media & Investments Limited
Stakeholders’ Relationship Committee - Member
Corporate Social Responsibility Committee - Member
Audit Committee - Member
Nomination and Remuneration Committee - Member
Risk Management Committee - Member
TV18 Broadcast Limited
Stakeholder Relationship Committee - Member
Audit Committee- Member
Nomination and Remuneration Committee - Member
Risk Management Committee - Member
Corporate Social Responsibility Committee - Member
Viacom 18 Media Private Limited
Corporate Social Responsibility Committee - Member
Reliance BP Mobility Limited
Corporate Social ResponsibilityCommittee - Chairman

Listed entities from which the Director has resigned in
thepast threeyears

Nil

By Order of the Board of Directors

Savithri Parekh

Company Secretary and Compliance Officer

Mumbai, April 22, 2024

Registered Office:

3[rd] Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021. CIN: L17110MH1973PLC019786 Website: www.ril.com E-mail: [email protected] Tel.: +91 22 3555 5000 Fax: +91 22 2204 2268

AI assistant

Reliance Industries Ltd — Proxy Solicitation & Information Statement 2024

58986_rns_2024-05-20_a6489b08-c335-4878-a28d-10f3b5edd027.pdf

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

For Reliance Industries Limited

POSTAL BALLOT NOTICE

To the Members of the Company,

SPECIAL BUSINESS

3. Re-appointment of Shri P.M.S. Prasad (DIN: 00012144) as a Whole-time Director designated as an Executive Director

4. Approval of Material Related Party Transactions of the Company

5. Approval of Material Related Party Transactions of subsidiaries of the Company

By Order of the Board of Directors

Savithri Parekh

Registered Office:

NOTES:

11. PROCEDURE FOR E-VOTING:

(i) E-VOTING FACILITY:

PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

National Securities Depository Limited (NSDL)

1. Users already registered for IDeAS e-Services facility of NSDL may follow the following procedure:

2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure:

3. Users may directly access the e-Voting module of NSDL as per the following procedure:

Central Depository Services (India) Limited (CDSL)

2. Users not registered for Easi / Easiest facility of CDSL may follow the following procedure:

3. Users may directly access the e-Voting module of CDSL as per the following procedure:

Procedure to login through their demat accounts / Website of Depository Participant

(V) CONTACT DETAILS FOR ASSISTANCE ON E-VOTING:

Members are requested to note the following contact details for addressing e-voting related grievances:

Item No. 1

Item No. 2

Item No. 3

(a) Salary, Perquisites and Allowances per annum:

(b) Contribution to provident fund, superannuation or annuity fund, gratuity, etc.

(c) Incentive / ESOP etc.:

(d) Reimbursement of Expenses:

(e) General:

Item Nos. 4 & 5

A1. Transactions with Reliance International Leasing IFSC Limited

B1, B2 and B3 -

Background:

B1. Transactions between Reliance Retail Limited and Sanmina-SCI India Private Limited

B3. Transactions between Reliance Retail Limited and Jio Leasing Services Limited

By Order of the Board of Directors

Savithri Parekh

Registered Office:

Annexure to the Postal Ballot Notice

By Order of the Board of Directors

Savithri Parekh

Registered Office:

More from Reliance Industries Ltd

Reliance Industries Ltd Proxy Solicitation & Information Statement 2024