Reliance Industries : Monitoring Agency Report

January 21, 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,
Mumbai 400 001	Bandra (East), Mumbai 400 051
Scrip Code: 500325	Trading Symbol: RELIANCE
Dear Sirs,

Sub: Monitoring Agency Report for the quarter ended December 31, 2021

Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 82(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find attached Monitoring Agency Report for the quarter ended December 31, 2021, issued by Axis Bank Limited, Monitoring Agency, appointed to monitor the utilisation of proceeds of the Rights Issue of the Company.

Out of the total funds received and transferred to monitoring agency account till December 31, 2021, Rs. 5.19 crore was held in the monitoring agency account and was yet to be utilized. The balance amount of Rs. 52,865.42 crore has been utilized for the objects as stated in the Letter of Offer for Rights Issue of the Company dated May 15, 2020.

Request you to please take the above on record.

Thanking you,

Yours faithfully,

For Reliance Industries Limited

Savithri Parekh

Company Secretary and

Compliance Officer

Encl: as above

Copy to:

The Luxembourg Stock Exchange 35A boulevard Joseph II, L-1840 Luxembourg

Singapore Stock Exchange

2 Shenton Way,

#19-00 SGX Centre 1,

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

AXB/CO/IFB-TS/21-22/143

Date: January 21st, 2022

To,

Reliance Industries Limited 3rd Floor, Maker Chambers IV 222, Nariman Point Mumbai 400 021 Maharashtra, India

Kind Attn: Ms. Savithri Parekh

Dear Madam,

Sub.: Monitoring Agency Report for the quarter ended December 31, 2021 - in relation to the Rights Issue of Reliance Industries Limited ("the Company")

We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating Rs. 53,124.20 crore (received till December 31, 2021 is Rs. 52,870.61 crore, excluding interest received on delayed payment towards First call / Second and Final Call) of the Company and refer to our duties cast under Regulation 82(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2021 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated May 15, 2020.

Request you to kindly take the same on records.

Thanking you,

For Axis Bank Limited

Authorised Signatory

Corporate Office :

Axis Bank Limited, 'Axis House', C-2, Wadia International Centre,

Pandurang Budhkar marg, Worli, Mumbai - 400 025.

www.axisbank.com

REPORT OF THE MONITORING AGENCY

Name of the issuer: Reliance Industries Limited

For quarter ended: December 31, 2021

Name of the Monitoring Agency: Axis Bank Limited

1. Deviation from the objects: There is no deviation.
2. Range of Deviation: Not applicable

Declaration:

We hereby declare that this report is based on the format prescribed by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. We further declare that this report provides a true and fair view of the utilization of the issue proceeds.

We declare that we do not have any direct / indirect interest in or relationship with the issuer / promoters / directors / management and also confirm that we do not perceive any conflict of interest in such relationship / interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

For and on behalf of Axis Bank Limited (in capacity as Monitoring Agency)

_______________________

(Authorised Signatory) Name: Mangalagwori Bhat Date: January 21st, 2022

1.	Issuer Details:
	Name of the issuer	: Reliance Industries Limited
	The names of the promoters of the issuer	: Shri Mukesh D. Ambani
	Industry/sector to which it belongs	:Refining,	Petrochemicals	(Polymers,
		Polyester	and Fibre Intermediates),
		Exploration and Production of Oil & Gas
		and Textiles

2.	Issue details
	Issue Period			: May 20, 2020 to June 03, 2020
	Type of issue			: Rights issue
	Type of specified securities		: Equity shares (Partly Paid-up)
	Grading, if any			: Not Applicable
	Issue size (₹ in Crores)		: Rs. 53,124.20 crore (Note 1)
Note 1:
			No of Equity shares	Price	Amount
				(in Rs.)	(Rs in crore)
Total Issue Size		42,26,26,894	1,257.00	53,124.20

We understand that the Rights Equity Shares were issued as partly paid-up and an amount of Rs. 314.25 per Rights Equity Share has been received on application (of which Rs. 2.50 towards face value of Rights Equity Share and Rs. 311.75 towards premium amount of Rights Equity Share).

The Board of Directors of the Company in their meeting dated March 26, 2021 have made the following two calls on the 42,26,26,894 partly paid-up equity shares issued on a rights basis:

1. First call ("First Call") of Rs. 314.25 per partly paid equity share (including a premium of Rs. 311.75 per share), was payable from May 17, 2021 to May 31, 2021, both days inclusive.; and
2. Second & final call ("Second and Final Call") of Rs. 628.50 per partly paid equity share (including a premium of Rs. 623.50 per share), is payable from November 15, 2021 to November 29, 2021, both days inclusive.

Pursuant to the above, the First Call amount of Rs. 314.25 per partly paid equity share (including a premium of Rs. 311.75 per share), was payable from May 17, 2021 to May 31, 2021. "Call Record Date" was May 12, 2021. The Company thereafter allowed the shareholders who were yet to pay the First Call as of May 31, 2021 to pay the same without any interest initially up to June 10, 2021 and thereafter up to June 23, 2021. Post June 23, 2021, shareholders were charged interest @ 8.00% p.a. computed from June 1, 2021 till actual date of payment of the First Call. For operational reasons and pursuant to the approvals granted by the Rights Issue Committee, interest on First Call due and remaining unpaid as of October 28, 2021 was waived for the period beginning October 29, 2021 till November 29, 2021 which was further extended till December 22, 2021 to coincide with the time granted to shareholders to pay the Second and Final Call without any interest as described below. Post December 22, 2021 shareholders were charged interest @ 8.00% p.a. computed from June 1, 2021 till actual date of payment of the First Call.

The Second and Final Call amount of Rs. 628.50 per partly paid equity share (including a premium of Rs.

623.50 per share), was payable from November 15, 2021 to November 29, 2021. "Call Record Date" was November 10, 2021. The Company thereafter allowed the shareholders who were yet to pay the Second and Final Call as of November 29, 2021 to pay the same without any interest initially up to December 14, 2021 and thereafter up to December 22, 2021. Post December 22, 2021, shareholders were charged interest @ 8.00% p.a. computed from November 30, 2021 till actual date of payment of the Second and Final Call.

Total amount payable by the shareholders towards Second and Final Call was Rs.26,562.10 crore. During the quarter ended December 31, 2021, the Company received an aggregate amount of Rs. 26,464.67 crore (excluding interest) towards Second and Final Call as well Rs. 12.77 crore (excluding interest) towards First Call which was outstanding as of September 30, 2021.

The Company has received Rs. 53,010.92 crore in aggregate till December 31, 2021. Of this an amount of Rs. 52,870.61 crore was transferred to the monitoring agency account as of December 31, 2021.

It is clarified that the monitoring of funds is limited to the monies collected towards First Call and Second and Final Call and not the interest thereon.

3. Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Comments of the	Comments of the
		Monitoring Agency	Board of Directors
Whether all utilisation is as per the disclosure in	Yes/ No	Yes	Yes
the offer document?
Whether shareholders' approval has been	Yes/ No	Not applicable	Not applicable
obtained in case of material deviations# from
expenditures disclosed in the offer document?
Whether the means of finance for the disclosed	Yes/ No	Not applicable	Not applicable
objects of the Issue has changed?
Is there any major deviation(s) observed over the	Yes/ No	No, there are no	No, there are no
earlier monitoring agency reports?		deviations.	deviations.
Whether all government/ statutory approvals	Yes/ No	Not applicable	Not applicable
related to the object(s) have been obtained?
Whether all arrangements pertaining to technical	Yes/ No	Not applicable	Not applicable
assistance/collaboration are in operation?
Are there any favorable events improving the	Yes/ No	Not applicable	Not applicable
viability of these objects?
Are there any unfavorable events affecting the	Yes/ No	Not applicable	Not applicable
viability of the objects?
Is there any other relevant information that may	Yes/ No	No	No
materially affect the decision making of the
investors?

#Where material deviation may be defined to mean:

1. 1. Deviation in the objects or purposes for which the funds have been raised
   2. Deviation in the amount of fund actually utilized by more than 10% of the amount projected in the offer documents.
2. Details of object(s) to be monitored:

1. Cost of object(s)- The object of the utilization is "Repayment/ prepayment of all or a portion of certain borrowings availed by the Company and General corporate purposes."

S.	Item Head	Original	Revised	Comments	Comments of the Board of Directors
No		Cost	Cost	of the
		(as per		Monitoring	Reason	Proposed	Particulars of
		Offer		Agency
			of cost	financing	firm
		Document)
				revision	option	arrangements
		(Rs in
						made
		crore)
1	Repayment/ prepayment	39,755.08	Not	NIL		Not applicable
	of all or a portion of		applicable
	certain borrowings
	availed by the Company
2	General corporate	13,281.05	Not
	purposes		applicable

Note: The monitoring of utilization is of the Net Proceeds excluding estimated issue expenses of Rs.88.07 crore