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    RELIANCE   INE002A01018

RELIANCE INDUSTRIES LTD

(RELIANCE)
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Reliance Industries : Letter of Offer for Non Resident Sharehold

05/16/2020 | 01:06pm EDT

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES

AND TO U.S. QIBS (AS DEFINED HEREIN) IN THE UNITED STATES

INTERNATIONAL SUPPLEMENT TO THE LETTER OF OFFER

CONFIDENTIAL

This international supplement to the Letter of Offer (the "Letter of Offer") dated May 15, 2020 (this "International Supplement") is being delivered only to investors outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act ("U.S. QIBs") in the United States pursuant to Section 4(a)(2) of the US Securities Act and other exemptions from the registration requirements of the US Securities Act, in each case in connection with the offering by Reliance Industries Limited ("Company") of an issue on a rights basis (the "Rights Entitlement") of 422,626,894 partly paid up equity shares of our Company of face value of ₹10 each (the "Rights Equity Shares") for cash at a price of ₹1,257 per Rights Equity Share (including a premium of ₹1,247 per Rights Equity Share), aggregating to ₹531,242,005,758, on a rights issue basis to the Eligible Equity Shareholders (as defined in the Letter of Offer) of our Company in the ratio of 1 (one) Rights Equity Shares for every 15 fully paid-up Equity Shares held by such Eligible Equity Shareholders of our Company on May 14, 2020 (the "Record Date") (the "Issue"). This International Supplement, together with the Letter of Offer and the application form (the "Application Form"), are referred to as the "Offering Materials".

We have received the 'in-principle' approval from each of BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") for listing of the Rights Equity Shares pursuant to the letters each dated May 8, 2020, respectively. Our Company will also make applications to the stock exchanges to obtain their trading approvals for the Rights Entitlements as required. For the purposes of the Issue, the Designated Stock Exchange is BSE.

As a beneficial owner of an interest in existing Equity Shares in our Company, you will be entitled to subscribe for the Rights Equity Shares on the basis of 1 (one) Rights Equity Shares for every 15 fully paid-up Equity Shares held as of the Record Date in accordance with the terms and conditions outlined in this and the Letter of Offer.

As further specified in the Letter of Offer and the Application Form, the last date for submission of the duly completed Application Form is June 3, 2020, i.e., the Issue Closing Date. On or prior to such time, you will need to provide a validly completed Application Form and to tender the necessary funds in the manner outlined in the Application Form. If you fail to return a validly completed Application Form and tender the necessary funds in the manner outlined in the Application Form, you will not receive the Rights Equity Shares and any value attributable to your right to the Rights Equity Shares will be lost.

For a discussion of certain factors that should be considered in connection with any investment in the Rights Equity Shares, see the sections entitled "Risk Factors" and "Additional Risk Factors for International Investors" in the Letter of Offer and this International Supplement, respectively.

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the US Securities Act, or any US state securities laws and may not be offered, sold, resold or otherwise transferred within the United States, except in a transaction exempt from the registration requirements of the US Securities Act. The Rights Equity Shares referred to in this International Supplement and the Letter of Offer are being offered and sold (i) in offshore transactions outside the United States in compliance with Regulation S to existing shareholders located in jurisdictions where such offer and sale of the rights equity shares is permitted under laws of such jurisdictions and (ii) in the United States to U.S. QIBs pursuant to Section 4(a)(2) of the US Securities Act and other exemptions from the registration requirements of the US Securities Act. The offering to which this International Supplement and Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlements for sale in the United States or as a solicitation therein of an offer to buy any of the said securities, except in each case to persons in the United States who are U.S. QIBs. Accordingly, you should not forward or transmit this International Supplement and the Letter of Offer in or into the United States at any time (other than to U.S. QIBs). The Rights Equity Shares are not transferable except in accordance with the restrictions described in the section entitled "Restrictions on Purchases and Resales" in this International Supplement.

Neither our Company, nor any person acting on behalf of our Company, will accept subscriptions from any person, or the agent of any person, who appears to be, or who our Company or any person acting on behalf of our Company has reason to believe, is a resident of the United States when the buy order is made (other than U.S. QIBs) or to whom an offer, if made, would result in requiring registration of the Letter of Offer in any jurisdiction outside of India.

This International Supplement and the Letter of Offer do not constitute an offer to sell, or a solicitation by or on behalf of our Company or any other person of an offer to purchase, any of the Rights Entitlement or the Rights Equity Shares in any jurisdiction where it is unlawful for such person to make such an offer or solicitation. The distribution of this International Supplement and the Letter of Offer and the sale of the Rights Entitlement or the Rights Equity Shares in certain jurisdictions may be restricted by law.

The Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) will not participate or otherwise be involved with any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue within the United States.

The date of this International Supplement is May 15, 2020

CONTENTS

Page

NOTICE TO INVESTORs ........................................................................................................................................

S-1

NOTICE TO INVESTORS IN THE UNITED STATES ..........................................................................................

S-4

ADDITIONAL RISK FACTORS FOR INTERNATIONAL INVESTORS.............................................................

S-6

RESTRICTIONS ON PURCHASES AND RESALES.............................................................................................

S-8

ENFORCEMENT OF CIVIL LIABILITIES ..........................................................................................................

S-22

i

NOTICE TO INVESTORS

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

This International Supplement and the Letter of Offer do not constitute an offer to sell, or a solicitation by or on behalf of our Company or any other person of an offer to purchase, any of the Rights Entitlement, the Rights Equity Shares or Equity Shares in any jurisdiction where it is unlawful for such person to make such an offer or solicitation. The distribution of this International Supplement and the Letter of Offer and the sale of the Rights Entitlement and the Rights Equity Shares in certain jurisdictions may be restricted by law.

All offers and sales in the United States of the Rights Entitlement and the Rights Equity Shares have been, or will be, made solely by our Company. The Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) are not making, and will not make, any offers or sales of the Rights Entitlement, Rights Equity Shares or any other security with respect to the Issue in the United States.

The distribution of this International Supplement, Letter of Offer, the Abridged Letter of Offer (as defined in the Letter of Offer), the Application Form, the Rights Entitlement Letter (as defined in the Letter of Offer), any other offering material and the issue of Rights Entitlements and the Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter may come, are required to inform themselves about and observe such restrictions. For details, see "Restrictions on Purchases and Resales" in this International Supplement.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material only to email addresses of Eligible Equity Shareholders who have provided an Indian address to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions. Further, this International Supplement, the Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company or the Global Coordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request in this regard. Investors can also access this International Supplement, the Letter of Offer, the Abridged Letter of Offer and the Application Form from the websites of the Registrar, our Company, the Global Coordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer), and the Stock Exchanges, and on R-WAP (as defined in the Letter of Offer).

Our Company, the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer), and the Registrar will not be liable for non-dispatch of physical copies of Issue materials, including this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form.

No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that this Letter of Offer was filed with Securities and Exchange Board of India and the Stock Exchanges. Accordingly, the Rights Entitlements and the Rights Equity Shares may not be offered or sold, directly or indirectly, and this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights Entitlement Letter and any other offering materials or advertisements in connection with this Issue may not be distributed, in whole or in part, in or into any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

This International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter may not be used for the purpose of, and do not constitute, an offer, invitation to or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer, invitation or solicitation is unlawful or

S-1

not authorised or to any person to whom it is unlawful to make such an offer, invitation or solicitation. In those circumstances, this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter must be treated as sent for information only and should not be acted upon for subscription to Rights Equity Shares and should not be copied or re-distributed. Accordingly, persons receiving a copy of this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter in or into any jurisdiction where to do so would or might contravene local securities laws or regulations or would subject the Company or its affiliates or the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or their affiliates to any filing or registration requirement (other than in India). If this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or Rights Entitlement Letter is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to this International Supplement, the Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter.

Neither the Company nor any of the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) is making any representation to any person regarding the legality of an investment in the Rights Entitlements or the Rights Equity Shares by such person under any investment or any other laws or regulations. No information in this International Supplement, Letter of Offer should be considered to be business, financial, legal, tax or investment advice.

Any person who makes an application to acquire Rights Entitlements and the Rights Equity Shares offered in this Issue will be deemed to have declared, represented, warranted and agreed that such person is authorized to acquire the Rights Entitlements and the Rights Equity Shares in accordance with the legal requirements applicable in such person's jurisdiction and India, without requirement for our Company or our affiliates or the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or their respective affiliates to make any filing or registration (other than in India). In addition, each purchaser of Rights Entitlements and the Rights Equity Shares will be deemed to make the representations, warranties, acknowledgments and agreements set forth in "Restrictions on Purchases and Resales".

Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or dispatched from the United States (unless the Application Form is submitted by a U.S. QIB in the United States) or other jurisdictions where the offer and sale of the Rights Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the person submitting and/or renouncing the Application Form is (a) not in the United States and eligible to subscribe for the Rights Equity Shares under applicable securities laws or (b) a U.S. QIB in the United States, and in each case such person is complying with laws of jurisdictions applicable to such person in connection with this Issue; or (iii) where either a registered Indian address is not provided or where our Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue or allot any Rights Equity Shares in respect of any such Application Form.

Neither the delivery of this International Supplement, the Letter of Offer nor any sale of Rights Equity Shares hereunder, shall, under any circumstances, create any implication that there has been no change in our Company's affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this International Supplement, the Letter of Offer or the date of such information. Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of buying or selling of Rights Equity Shares or Rights Entitlements. As a result, each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters concerning the offer of the Rights Equity Shares or Rights Entitlements. In addition, neither our Company nor the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) nor any of their respective affiliates is making any representation to any offeree or purchaser of the Rights Equity Shares regarding the legality of an investment in the Rights Equity Shares by such offeree or purchaser under any applicable laws or regulations.

In terms of the Articles of Association, since the Company is a promoter of Jio Payments Bank Limited, in the event that any Application (other than applications from the promoters / persons comprising the promoter group / persons acting in concert with the promoters and promoter group of the Company) would result in the aggregate shareholding or voting rights of such Applicant and persons acting in concert with such Applicant to reach or exceed

S-2

5%, (or such other percentage as may be prescribed by the RBI, from time to time) of the post-Issuepaid-up share capital of our Company, such Applicant would be required to submit a copy of the approval obtained from the RBI with the Application and send a copy of such approval to the Registrar at rilinvestor@kfintech.com. Such approval from the RBI should clearly mention the name(s) of the persons who propose to apply in this Issue and the aggregate shareholding of the Applicant in the pre-Issuepaid-up equity share capital of our Company, if any. In case of any failure by such Applicant to submit such RBI approval, our Company may, at its sole discretion, decide to Allot such number of Rights Equity Shares, that will limit such resultant aggregate shareholding of the Applicant (whether direct or indirect, beneficial or otherwise, such Applicant and persons acting in concert with such Applicant) to less than 5% of the post-Issuepaid-up equity share capital of our Company. However, such limit shall not be applicable to Applicants who, either individually or together with the persons acting in concert with such Applicant, hold in the aggregate, 5% or more of the pre-Issue total paid-up share capital of our Company.

Illustration: If an Investor 'X' is holding 3.5% of the pre-Issuepaid-up share capital of our Company and applies for his/ her/ its (i) Rights Entitlements in this Issue, or (ii) Rights Entitlements in this Issue and additional Rights Equity Shares, and if pursuant to such Application the aggregate shareholding of X (either individually or together with persons acting in concert with X) will either reach or exceed 5% of the post-Issuepaid-up share capital of our Company, X will be required to obtain prior approval from the RBI for making the Application and submit a copy of such approval obtained from the RBI with his/ her/ its Application and send a copy of such approval to the Registrar at rilinvestor@kfintech.com. X does not submit a copy of such RBI approval along with his/ her/ its Application, our Company may at its sole discretion, decide to Allot such number of Rights Equity Shares to X that will limit the resultant aggregate shareholding of X to less than 5% of the post-Issuepaid-up equity share capital of our Company. The above information is given for the benefit of the Applicants / Investors. Our Company and the Global Co-ordinators and Lead Managers and the Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer. Investors are advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.

S-3

NOTICE TO INVESTORS IN THE UNITED STATES

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the US Securities Act, or any US state securities laws and may not be offered, sold, resold or otherwise transferred within the United States, except in a transaction exempt from the registration requirements of the US Securities Act. The Rights Equity Shares referred to in this International Supplement and the Letter of Offer are being offered and sold (i) in offshore transactions outside the United States in compliance with Regulation S to existing shareholders located in jurisdictions where such offer and sale of the rights equity shares is permitted under laws of such jurisdictions and (ii) in the United States to U.S. QIBs pursuant to Section 4(a)(2) of the US Securities Act and other exemptions from the registration requirements of the US Securities Act. The offering to which this International Supplement and Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlements for sale in the United States or as a solicitation therein of an offer to buy any of the said securities, except in each case to persons in the United States who are U.S. QIBs. Accordingly, you should not forward or transmit this International Supplement and the Letter of Offer in or into the United States at any time (other than to U.S. QIBs). The Rights Equity Shares are not transferable except in accordance with the restrictions described in the section entitled "Restrictions on Purchases and Resales" in this International Supplement.

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our Company, has reason to believe is, in the United States when the buy order is made (other than persons in the United States who are U.S. QIBs). No Application Form should be postmarked in the United States, electronically transmitted from the United States or otherwise dispatched from the United States (in each case, other than from persons in the United States who are U.S. QIBs) or from any other jurisdiction where it would be illegal to make an offer of securities under this Letter of Offer. Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch this Letter of Offer or the Abridged Letter of Offer and the Application Form only to Eligible Equity Shareholders who have provided an Indian address to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions.

Any person who acquires Rights Entitlements or Rights Equity Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of this Letter of Offer, that (i) it is not and that at the time of subscribing for the Rights Equity Shares or the Rights Entitlements, it will not be, in the United States; or (ii) it is a U.S. QIB in the United States, and in each case is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.

Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or dispatched from the United States (unless the Application Form is submitted by a U.S. QIB in the United States) or other jurisdictions where the offer and sale of the Rights Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the person submitting and/or renouncing the Application Form is (a) not in the United States and eligible to subscribe for the Rights Equity Shares under applicable securities laws or (b) a U.S. QIB in the United States, and in each case such person is complying with laws of jurisdictions applicable to such person in connection with this Issue; or (iii) where either a registered Indian address is not provided or where our Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue or allot any Rights Equity Shares in respect of any such Application Form.

All offers and sales in the United States of the Rights Entitlements and the Rights Equity Shares have been, or will be, made solely by our Company. The Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) are not making, will not make, and will not participate or otherwise be involved in any offers or sales of the Rights Entitlements, the Rights Equity Shares or any other security with respect to this Issue in the United States

The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by the US Securities and Exchange Commission (the "US SEC"), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights Entitlements, the Rights Equity Shares or the accuracy or adequacy of this Letter of Offer. Any representation to the contrary is a criminal offence in the United States.

S-4

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

NOTICE TO GDS HOLDERS

In accordance with the provisions of the Deposit Agreement, the GDS Depositary will endeavor to sell the Rights Entitlements acquired and distribute the net proceeds of any such sale to the GDS holders after deducting applicable taxes and expenses and its fees for making that distribution. Capitalized terms in this section have the meanings ascribed to them in the Letter of Offer.

S-5

ADDITIONAL RISK FACTORS FOR INTERNATIONAL INVESTORS

The risks described below together with other information in the Offering Materials should be carefully considered before making an investment decision. The risks described below are not the only ones which are relevant to our Company or investments in securities of Indian issuers. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks.

Risks Related to an Investment in our Equity Shares and Rights Equity Shares and this Issue

There are a number of features of an investment in the Issue which differ from a usual investment in ordinary shares of a company. You need to carefully evaluate these before making an investment decision. These features are described in the Letter of Offer.

Currency exchange rate fluctuations may affect the value of the Rights Equity Shares and Equity Shares.

The exchange rate between the Indian Rupee and other foreign currencies, including the U.S. Dollar, the British Pound, the Euro, the Singapore Dollar and the Japanese Yen has changed substantially in recent years and may fluctuate substantially in the future. Fluctuations in the exchange rates may affect the value of your investment in the Rights Equity Shares and Equity Shares. Specifically, if there is a change in the relative value of the Indian Rupee to a foreign currency, each of the following values will also be affected:

  • the foreign currency equivalent of the Indian Rupee trading price of the Rights Equity Shares and Equity Shares in India;
  • the foreign currency equivalent of the proceeds that you would receive upon the sale in India of any of the Rights Equity Shares and Equity Shares; and
  • the foreign currency equivalent of cash dividends, if any, on the Rights Equity Shares and Equity Shares, which will be paid only in Indian Rupees.

You may be unable to convert Indian Rupee proceeds into a foreign currency of your choice or the rate at which any such conversion could occur could fluctuate. In addition, our market valuation could be seriously harmed by the devaluation of the Indian Rupee, if investors in jurisdictions outside India analyse our value based on the relevant foreign currency equivalent of our financial condition and results of operations.

Your ability to acquire and sell our Rights Equity Shares and the Equity Shares is restricted by the distribution and transfer restrictions set forth in this International Supplement.

No actions have been taken to permit a public offering of our Rights Equity Shares in any jurisdiction except India. As such, our Rights Equity Shares and Equity Shares have not and will not be registered under the US Securities Act, any state securities laws or the law of any jurisdiction other than India.

Furthermore, our Rights Equity Shares and Equity Shares are subject to restrictions on transferability and resale. You are required to inform yourself about and observe these restrictions. See "Restrictions on Purchases and Resales" on page S-8 of this International Supplement. Our Company, its representatives and its agents will not be obligated to recognize any acquisition, transfer or resale of our Equity Shares made other than in compliance with the restrictions set forth in this International Supplement.

The Rights Entitlement and Rights Equity Shares cannot be freely resold in the United States.

The offering and delivery of the Rights Equity Shares to, and the offering and acquisition of the Rights Entitlements and Rights Equity Shares in the United States to and by certain persons who are U.S. QIBs, is being made pursuant to Section 4(a)(2) of the US Securities Act and other exemptions from the registration requirements of the US Securities Act. None of the Rights Entitlements or Rights Equity Shares has been, or will be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, investors who are U.S. QIBs, and who are acquiring the Rights Entitlements and/or Rights Equity Shares in the Issue pursuant to an exemption from the registration requirements of the US Securities Act, should note that the Rights Entitlements and Rights Equity Shares may not be freely resold or transferred in the United States. The Rights Entitlements and Rights Equity Shares may not be resold, renounced, pledged, or otherwise transferred or delivered

S-6

except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

S-7

RESTRICTIONS ON PURCHASES AND RESALES

General Eligibility and Restrictions

No action has been taken or will be taken to permit a public offering of the Rights Entitlements or the Rights Equity Shares to occur in any jurisdiction, or the possession, circulation, or distribution of this International Supplement and the Letter of Offer, its accompanying documents or any other material relating to our Company, the Rights Entitlements or the Rights Equity Shares in any jurisdiction where action for such purpose is required, except that the Letter of Offer will be filed with SEBI and the Stock Exchanges.

The Rights Entitlements, Rights Equity Shares and Equity Shares have not been and will not be registered under the US Securities Act and may not be offered or sold within the United States (other than to persons in the United States who are U.S. QIBs).

The Rights Entitlements or the Rights Equity Shares may not be offered or sold, directly or indirectly, and none of this International Supplement, the Letter of Offer, its accompanying documents or any offering materials or advertisements in connection with the Rights Entitlements or the Rights Equity Shares may be distributed or published in or from any country or jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.

Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Rights Equity Shares, applying for excess Rights Equity Shares or making any offer, sale, resale, pledge or other transfer of the Rights Entitlements or the Rights Equity Shares.

This International Supplement and the Letter of Offer and its accompanying documents will be supplied to you solely for your information and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.

Each person who exercises the Rights Entitlements and subscribes for the Rights Equity Shares, or who purchases the Rights Entitlements or the Rights Equity Shares shall do so in accordance with the restrictions set out below.

United States

The Rights Entitlements and the Rights Equity Shares have not been, and will not be, registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, allotted, taken up, exercised, renounced, pledged, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Rights Entitlements and Rights Equity Shares referred to in this International Supplement and the Letter of Offer are being offered in offshore transactions outside the United States in compliance with Regulation S under the US Securities Act and in the United States to "qualified institutional buyers" (as defined in Rule 144A under the US Securities Act) pursuant to Section 4(a)(2) under the US Securities Act and other exemptions from the registration requirements of the US Securities Act. Neither receipt of this International Supplement, the Letter of Offer, nor any of its accompanying documents constitutes an offer of the Rights Entitlements or the Rights Equity Shares to any Eligible Equity Shareholder other than the Eligible Equity Shareholder who has received this International Supplement, the Letter of Offer and its accompanying documents directly from our Company or the Registrar.

For Investors in the United States

The Rights Entitlements and the Rights Equity Shares may only be acquired by persons in the United States who are U.S. QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. If you are in the United States, you may not exercise any Rights Entitlements and/or acquire any Rights Equity Shares offered hereby unless you are a U.S. QIB and have been invited to participate directly by our Company.

All offers and sales in the United States of the Rights Entitlements and the Rights Equity Shares have been, or will be, made solely by our Company. The Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) are not making, will not make, and will not participate or otherwise be involved in any

S-8

offers or sales of the Rights Entitlements, the Rights Equity Shares or any other security with respect to this Issue in the United States.

Each person in the United States by accepting the delivery of this International Supplement, the Letter of Offer and its accompanying documents, submitting an Application Form for the exercise of any Rights Entitlements and subscription for any Rights Equity Shares and accepting delivery of any Rights Entitlements or any Rights Equity Shares, will be deemed to have represented, warranted and agreed as follows on behalf of itself and, if it is acquiring the Rights Entitlements or the Rights Equity Shares as a fiduciary or agent for one or more investor accounts, on behalf of each owner of such account (such person being the "purchaser", which term shall include the owners of the investor accounts on whose behalf the person acts as fiduciary or agent):

  1. The purchaser has the full power and authority to make the acknowledgements, representations, warranties and agreements contained herein and to exercise the Rights Entitlements and subscribe for the Rights Equity Shares, and, if the purchaser is exercising the Rights Entitlements and acquiring the Rights Equity Shares as a fiduciary or agent for one or more investor accounts, the purchaser has the full power and authority to make the acknowledgements, representations, warranties and agreements contained herein and to exercise the Rights Entitlements and subscribe for the Rights Equity Shares on behalf of each owner of such account.
  2. The purchaser is aware and understands (and each account for which it is acting has been advised and understands) that an investment in the Rights Entitlements and the Rights Equity Shares involves a considerable degree of risk and that the Rights Entitlements and the Rights Equity Shares are a speculative investment, and further, that no U.S. federal or state or other agency has made any finding or determination as to the fairness of any such investment or any recommendation or endorsement of any such investment.
  3. The purchaser understands (and each account for which it is acting has been advised and understands) that no action has been or will be taken to permit an offering of the Rights Entitlements or the Rights Equity Shares in any jurisdiction (other than the filing of the Letter of Offer with SEBI and the Stock Exchanges); and it will not offer, resell, pledge or otherwise transfer any of the Rights Entitlements or the Rights Equity Shares which it may acquire, or any beneficial interests therein, in any jurisdiction or in any circumstances in which such offer or sale is not authorised or to any person to whom it is unlawful to make such offer, sale, solicitation or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations. The purchaser agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Rights Entitlements and the Rights Equity Shares of the restrictions set forth in this International Supplement and the Letter of Offer under the heading "Restrictions on Purchases and Resales".
  4. Without limiting the generality of the foregoing, the purchaser is aware and understands (and each account for which it is acting has been advised and understands) that (i) the Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States; (ii) any offer and sale of the Rights Entitlements or the Rights Equity Shares in the United States is being made pursuant to Section 4(a)(2) under the US Securities Act and other exemptions from the registration requirements of the US Securities Act; and (iii) the Rights Entitlements and the Rights Equity Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act; and it agrees, on its own behalf and on behalf of any accounts for which it is acting, that for so long as the Rights Entitlements or the Rights Equity Shares are "restricted securities", it will not reoffer, resell, pledge or otherwise transfer any Rights Entitlements or the Rights Equity Shares which it may acquire, or any beneficial interest therein, except in an offshore transaction complying with Rule 904 of Regulation S.
  5. The purchaser (or any account for which it is acting) is an Eligible Equity Shareholder and has received an invitation from our Company, addressed to it and inviting it to participate in this Issue.
  6. The purchaser is a U.S. QIB, and if it is acquiring the Rights Entitlements or the Rights Equity Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a QIB. To the extent the purchaser exercises the Rights Entitlements and subscribes for the Rights Equity Shares, it will exercise such Rights Entitlements and acquire such Rights Equity Shares for its own account, or for the account of one or more U.S. QIB(s) as to which the purchaser has full investment discretion, in each case for investment purposes, and not with a view to any resale, distribution or other disposition (within the meaning of U.S. securities laws) of the Rights Entitlements or the Rights Equity Shares.

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  1. To the extent the purchaser exercises the Rights Entitlements and subscribes for the Rights Equity Shares, it acknowledges and agrees that it is not acquiring or subscribing for the Rights Entitlements or the Rights Equity Shares as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the US Securities Act). The purchaser understands and agrees that although offers and sales of the Rights Entitlements and the Rights Equity Shares are being made in the United States to U.S. QIBs, such offers and sales are being made pursuant to Section 4(a)(2) of the US Securities Act or other exemptions from the registration requirements of the US Securities Act.
  2. The purchaser understands and acknowledges that all offers and sales in the United States of the Rights Entitlements and the Rights Equity Shares have been, or will be, made solely by our Company, and that the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) are not making, will not make, and will not participate or otherwise be involved in any offers or sales of the Rights Entitlements, the Rights Equity Shares or any other security with respect to this Issue in the United States.
  3. The purchaser understands that the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) have not performed diligence with respect to our Company or this Issue that they would have performed if this Issue was being registered pursuant to the US Securities Act.
  4. Neither the purchaser nor any of its affiliates or any person acting on its or their behalf has taken or will take, directly or indirectly, any action designed to, or which might be expected to, cause or result in the stabilization or manipulation of the price of any security of our Company to facilitate the sale or resale of the Rights Entitlements or the Rights Equity Shares pursuant to the Issue;
  5. To the extent the purchaser exercises the Rights Entitlements and subscribes for the Rights Equity Shares, it agrees not to deposit any Rights Equity Shares into any unrestricted depository facility maintained by any depository bank unless and until such time as the Rights Entitlements or the Rights Equity Shares are no longer "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act.
  6. Prior to making any investment decision to exercise the Rights Entitlements and subscribe for the Rights Equity Shares, the purchaser (i) will have consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in each jurisdiction in connection herewith to the extent it has deemed necessary; (ii) will have carefully read and reviewed a copy of this International Supplement, the Letter of Offer and its accompanying documents; (iii) will have possessed and carefully read and reviewed all information relating to our Company and our group and the Rights Entitlements and the Rights Equity Shares which it believes is necessary or appropriate for the purpose of making its investment decision, including, without limitation, the Exchange Information (as defined below), and will have had a reasonable opportunity to ask questions of and receive answers from officers and representatives of our Company concerning the financial condition and results of operations of our Company and the purchase of the Rights Entitlements or the Rights Equity Shares, and any such questions have been answered to its satisfaction; (iv) will have possessed and reviewed all information that it believes is necessary or appropriate in connection with an investment in the Rights Entitlements and the Rights Equity Shares; (v) will have conducted its own due diligence on our Company and this Issue, and will have made its own investment decisions based upon its own judgement, due diligence and advice from such advisers as it has deemed necessary and will not have relied upon any recommendation, promise, representation or warranty of or view expressed by or on behalf of our Company, the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or its affiliates (including any research reports) (other than, with respect to our Company and any information contained in this International Supplement and the Letter of Offer); and (vi) will have made its own determination that any investment decision to exercise the Rights Entitlements and subscribe for the Rights Equity Shares is suitable and appropriate, both in the nature and number of Rights Equity Shares being subscribed.
  7. Without limiting the generality of the foregoing, the purchaser acknowledges that (i) the Equity Shares are listed on BSE Limited and the National Stock Exchange of India Limited and our Company is therefore required to publish certain business, financial and other information in accordance with the rules and practices of BSE Limited and the National Stock Exchange of India Limited (which includes, but is not limited to, a description of the nature of our Company's business and our Company's most recent balance sheet and profit and loss account, and similar statements for preceding years together with the information on its website and its press releases, announcements, investor education presentations, annual reports, collectively constitutes "Exchange Information"), and that it has had access to such information without undue difficulty and has reviewed such Exchange Information as it has deemed necessary; (ii) our Company does not expect or intend to become subject to the periodic reporting and other information requirements of the Securities and

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Exchange Commission; and (iii) neither our Company nor any of its affiliates, nor the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or any of their affiliates has made any representations or recommendations to it, express or implied, with respect to our Company, the Rights Entitlements or the Rights Equity Shares or the accuracy, completeness or adequacy of the Exchange Information.

  1. The purchaser understands that the Exchange Information and the Letter of Offer have been prepared in accordance with content, format and style which is either prescribed by SEBI, the Stock Exchanges or under Indian laws, which differs from the content, format and style customary for similar offerings in the United States. In particular, the purchaser understands that (i) our Company's financial information contained in the Exchange Information in the Letter of Offer have been prepared in accordance with Ind AS, Companies Act, and other applicable statutory and/or regulatory requirements and not in a manner suitable for an offering registered with the US SEC, and (ii) this International Supplement and the Letter of Offer does not include all of the information that would be required if our Company were registering the Issue of the Rights Entitlements and the Rights Equity Shares with the US SEC, such as a description of our business and industry, detailed operational data, our management's discussion and analysis of our financial condition and results of operations and audited financial statements for prior years.
  2. The purchaser acknowledges that (i) any information that it has received or will receive relating to or in connection with this Issue, and the Rights Entitlements or the Rights Equity Shares, including this International Supplement, the Letter of Offer and the Exchange Information (collectively, the "Information"), has been prepared solely by our Company; and (ii) none of the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or any of their affiliates has verified such Information, and no recommendation, promise, representation or warranty (express or implied) is or has been made or given by the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or their affiliates as to the accuracy, completeness or sufficiency of the Information, and nothing contained in the Information is, or shall be relied upon as, a promise, representation or warranty by any of them or their affiliates.
  3. The purchaser will not hold our Company, the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or their affiliates responsible for any misstatements in or omissions to the Information or in any other written or oral information provided by our Company to it. It acknowledges that no written or oral information relating to this Issue, and the Rights Entitlements or the Rights Equity Shares has been or will be provided by the Global Co-ordinators and Lead Managers and the Lead Managers
    (as defined in the Letter of Offer) or their affiliates to it.
  4. The purchaser is a highly sophisticated investor and has such knowledge and experience in financial, business and international investment matters and is capable of independently evaluating the merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of an investment in the Rights Entitlements and the Rights Equity Shares. It, or any account for which it is acting, has the financial ability to bear the economic risk of investment in the Rights Entitlements and the Rights Equity Shares, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to any investment it (or such account for which it is acting) may make in the Rights Entitlements and the Rights Equity Shares, and is able to sustain a complete loss in connection therewith and it will not look to our Company, or to the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer), for all or part of any such loss or losses it may suffer.
  5. The purchaser understands and acknowledges that the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) are assisting our Company in respect of this Issue and that the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) are acting solely for our Company and no one else in connection with this Issue and, in particular, are not providing any service to it, making any recommendations to it, advising it regarding the suitability of any transactions it may enter into to subscribe or purchase any Rights Entitlements or Rights Equity Shares nor providing advice to it in relation to our Company, this Issue or the Rights Entitlements or the Rights Equity Shares. Further, to the extent permitted by law, it waives any and all claims, actions, liabilities, damages or demands it may have against the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) arising from its engagement with our Company and in connection with this Issue.
  6. The purchaser understands that our Company cannot determine with certainty, and has not determined, whether our Company may be treated as a "passive foreign investment company" (a "PFIC") for U.S. federal income tax purposes for the current taxable year, and may not be able to make such a determination in future

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years and, in the event our Company is treated as a PFIC, will not provide information required for it to make a "qualified electing fund" election, and that there may be certain adverse consequences under United States tax laws if our Company were to be a PFIC in the current or any future taxable year in which it may hold Equity Shares. In addition, in the event our Company is treated as a PFIC, it will be subject to certain U.S. Internal Revenue Service information reporting obligations. It understands that a separate determination must be made each year as to our Company's PFIC status. The purchaser acknowledges and confirms that it has made and relied entirely upon its own assessment as to whether, and the consequences to it if, the Company has been, is, continues to be, may be, or becomes a PFIC for United States federal income tax purposes.

  1. The purchaser's exercise of the Rights Entitlements and subscription for the Rights Equity Shares and consummation of the transactions contemplated by this International Supplement and the Letter of Offer, does not and will not constitute or result in a prohibited transaction under the U.S. Employee Retirement Income Securities Act of 1974 or Section 4975 of the U.S. Internal Revenue Code of 1986 for which an exemption is not available;
  2. The purchaser understands that its receipt of the Rights Entitlements and any subscription it may make for the Rights Equity Shares will be subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this International Supplement, the Letter of Offer and the Application Form. The purchaser understands that neither our Company, nor the Registrar, the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or any other person acting on behalf of us will accept subscriptions from any person, or the agent of any person, who appears to be, or who we, the Registrar, the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer) or any other person acting on behalf of us have reason to believe is in the United States (other than U.S. QIBs) or outside of India and the United States and ineligible to participate in this Issue under applicable securities laws.
  3. The purchaser understands that the foregoing representations and acknowledgments have been provided in connection with United States, India and other securities laws. It acknowledges that our Company and the Global Co-ordinators and Lead Managers and the Lead Managers (as defined in the Letter of Offer), their affiliates and others (including legal counsels to each of our Company, the Global Co-ordinators and Lead Managers and the Lead Managers) will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agree that, if at any time before the closing of this Issue or the issuance of the Rights Equity Shares, any of the acknowledgements, representations, warranties and agreements made in connection with its exercise of Rights Entitlements and subscription for the Rights Equity Shares is no longer accurate, it shall promptly notify our Company in writing.

Any person in the United States who obtains a copy of this International Supplement, the Letter of Offer, or its accompanying documents and who has not been specifically invited by our Company to participate or who is not a U.S. QIB is required to disregard it.

For Investors Outside of the United States

The Rights Entitlements and the Rights Equity Shares offered outside the United States are being offered in offshore transactions in reliance on Regulation S.

Each person outside of the United States by accepting the delivery of this International Supplement, the Letter of Offer and its accompanying documents, submitting an Application Form for the exercise of any Rights Entitlements and subscription for any Rights Equity Shares and accepting delivery of any Rights Entitlements or any Rights Equity Shares, will be deemed to have represented, warranted and agreed as follows on behalf of itself and, if it is acquiring the Rights Entitlements or the Rights Equity Shares as a fiduciary or agent for one or more investor accounts, on behalf of each owner of such account (such person being the "purchaser", which term shall include the owners of the investor accounts on whose behalf the person acts as fiduciary or agent):

  1. Each of the representations, warranties and agreements in numbered paragraphs 1 through 5 (inclusive), paragraphs 10 through 18 (inclusive) and paragraphs 21 and 22 under the heading "Restrictions on Purchases and Resales - United States - For Investors in the United States".
  2. The purchaser (i) is aware that the Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the US Securities Act and are being distributed and offered outside the United States in reliance on Regulation S, (ii) is, and the persons, if any, for whose account it is acquiring such Rights

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Entitlements and/or the Rights Equity Shares are, outside the United States and eligible to subscribe for Rights Entitlements and Rights Equity Shares in compliance with applicable securities laws, and (iii) is acquiring the Rights Entitlements and/or the Rights Equity Shares in an offshore transaction meeting the requirements of Regulation S.

  1. No offer or sale of the Rights Entitlements or the Rights Equity Shares to the purchaser is the result of any "directed selling efforts" in the United States (as such term is defined in Regulation S under the Securities Act).
  2. The purchaser is, and the persons, if any, for whose account it is acquiring the Rights Entitlements and the Rights Equity Shares are, entitled to subscribe for the Rights Equity Shares, and the sale of the Rights Equity Shares to it will not require any filing or registration by, or qualification of, our Company with any court or administrative, governmental or regulatory agency or body, under the laws of any jurisdiction which apply to the purchaser or such persons.

The purchaser, and each account for which it is acting, (a) satisfies all suitability standards for investors in investments in the Rights Entitlements and the Rights Equity Shares imposed by the jurisdiction of its residence, and

  1. is eligible to subscribe and is subscribing for the Rights Entitlement and Rights Equity Shares in compliance with applicable securities and other laws of our jurisdiction of residence.

Australia

This International Supplement and the Letter of Offer does not constitute a prospectus or other disclosure document under the Corporations Act 2001 (Cth) ("Australian Corporations Act") and does not purport to include the information required of a disclosure document under the Australian Corporations Act. This International Supplement and the Letter of Offer has not been lodged with the Australian Securities and Investments Commission ("ASIC") and no steps have been taken to lodge it as such with ASIC. Any offer in Australia of the Rights Entitlements and Rights Equity Shares under this International Supplement and the Letter of Offer may only be made to persons who are "sophisticated investors" (within the meaning of section 708(8) of the Australian Corporations Act), to "professional investors" (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions under section 708 of the Australian Corporations Act so that it is lawful to offer the Rights Entitlements and Rights Equity Shares in Australia without disclosure to investors under Part 6D.2 of the Australian Corporations Act.

If you are acting on behalf of, or acting as agent or nominee for, an Australian resident and you are a recipient of this International Supplement and the Letter of Offer, and any offers made under this International Supplement and the Letter of Offer, you represent to the Issuer, Global Co-ordinators and Lead Managers and the Lead Managers that you will not provide this International Supplement and the Letter of Offer or communicate any offers made under this International Supplement and the Letter of Offer to, or make any applications or receive any offers for Rights Entitlements or Rights Equity Shares for, any Australian residents unless they are a "sophisticated investor" or a "professional investor" as defined by section 708 of the Australian Corporations Act.

Any offer of the Rights Entitlements or the Rights Equity Shares for on-sale that is received in Australia within 12 months after their issue by the Company, or within 12 months after their sale by a selling security holder (or a Global Co-ordinators and Lead Managers and the Lead Managers) under the Issue, as applicable, is likely to need prospectus disclosure to investors under Part 6D.2 of the Australian Corporations Act, unless such offer for on-sale in Australia is conducted in reliance on a prospectus disclosure exemption under section 708 of the Australian Corporations Act or otherwise. Any persons acquiring the Rights Entitlements and the Rights Equity Shares should observe such Australian on-sale restrictions.

Bahrain

The Central Bank of Bahrain, the Bahrain Bourse and the Ministry of Industry, Commerce and Tourism of the Kingdom of Bahrain take no responsibility for the accuracy of the statements and information contained in this International Supplement and the Letter of Offer or the performance of the Rights Entitlements or the Rights Equity Shares, nor shall they have any liability to any person, investor or otherwise for any loss or damage resulting from reliance on any statements or information contained herein. This International Supplement and the Letter of Offer is only intended for accredited investors as defined by the Central Bank of Bahrain. We have not made and will not make any invitation to the public in the Kingdom of Bahrain to subscribe to the Rights Entitlements or the Rights Equity Shares and this International Supplement and the Letter of Offer will not be issued, passed to, or made available to the

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public generally. The Central Bank of Bahrain has not reviewed, nor has it approved, this International Supplement and the Letter of Offer or the marketing thereof in the Kingdom of Bahrain. The Central Bank of Bahrain is not responsible for the performance of the Rights Entitlements or the Rights Equity Shares.

Belgium

The Issue does not constitute a public offer in Belgium. This International Supplement and Letter of Offer relating to the Issue has not been, and will not be, notified to the Financial Services and Markets Authority in Belgium in accordance with the Belgian Law of 11 July 2018 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended or replaced from time to time, the "Prospectus Law") and Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Accordingly, the Rights Equity Shares and Rights Entitlements may not be distributed, offered, sold or resold, transferred or delivered in Belgium except (i) to "qualified investors" as referred to in article 2, (e) of the Prospectus Regulation, (ii) to fewer than 150 natural or legal persons who hold shares in the Company (other than qualified investors as defined in the Prospectus Regulation) or

  1. in any other circumstances in which the Issue does not qualify as an offer to the public in Belgium in accordance with the Prospectus Regulation and the Prospectus Law.

Bermuda

The offer of the Rights Entitlements and the Rights Equity Shares under the Issue is private and is not intended for the public. This International Supplement and the Letter of Offer has not been approved by the Bermuda Monetary Authority or the Registrar of Companies in Bermuda. Any representation to the contrary, explicit or implicit, is prohibited.

Canada

The Rights Equity Shares and the Rights Entitlements, this International Supplement and the Letter of Offer and any other offering material may be offered to and distributed to shareholders resident in Canada in accordance with the exemption from prospectus requirements in National Instrument 45-106, section 2.1.2 "Rights Offering-Issuer With Minimal Connection to Canada".

Cayman Islands

No offer or invitation to subscribe for the Rights Entitlements and the Rights Equity Shares may be made to the public in the Cayman Islands.

China

This International Supplement and the Letter of Offer may not be circulated or distributed in the People's Republic of China ("PRC") and the Rights Entitlements and the Rights Equity Shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to, or for the benefit of, legal or natural persons of the PRC except pursuant to applicable laws and regulations of the PRC. Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the Rights Entitlements and the Rights Equity Shares or any beneficial interest therein without obtaining all prior PRC's governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this International Supplement and the Letter of Offer are required by the Issuer and its representatives to observe these restrictions. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Dubai International Financial Centre

The Rights Entitlements and the Rights Equity Shares have not been offered and will not be offered to any persons in the Dubai International Financial Centre except on that basis that an offer is:

  1. an "Exempt Offer" in accordance with the Markets Rules (MKT) module of the Dubai Financial Services Authority (the "DFSA") rulebook; and
  2. made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA rulebook.

European Economic Area and the United Kingdom

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In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State"), neither the Rights Entitlements or the Rights Equity Shares have been offered or will be offered pursuant to the Issue to the public in that Relevant State prior to the publication of a prospectus in relation to the Rights Entitlements and the Rights Equity Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of the Rights Entitlements and the Rights Equity Shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

  1. to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
  2. to fewer than 150 natural or legal persons per Member State (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Global Co-ordinators and Lead Managers and the Lead Managers for any such offer; or
  3. in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the Rights Entitlements or the Rights Equity Shares shall require the Issuer or any Global Co-ordinators and Lead Managers and the Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. This International Supplement and the Letter of Offer is not a prospectus for the purposes of the Prospectus Regulation. The Issuer does not authorize the making of any offer of Rights Entitlements and/or the Rights Equity Shares in circumstances in which an obligation arises for the Issuer to publish a prospectus for such offer.

For the purposes of this provision, the expression an "offer to the public" in relation to any Rights Entitlements or the Rights Equity Shares in any Relevant State means the communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and Rights Entitlements or any Rights Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for those securities, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

GDS Holders

In accordance with the provisions of the Deposit Agreement, the GDS Depositary will endeavor to sell the Rights Entitlements acquired and distribute the net proceeds of any such sale to the GDS holders after deducting applicable taxes and expenses and its fees for making that distribution

Hong Kong

The Rights Entitlements and the Rights Equity Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Rights Entitlements and the Rights Equity Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to the Rights Entitlements and the Rights Equity Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Indonesia

No offer or invitation to purchase Rights Entitlements or Equity Shares is being made in the Republic of Indonesia.

Ireland

The Rights Entitlements and the Rights Equity Shares have not been offered or sold, and will not be offered, sold, underwritten, in Ireland other than in conformity with:

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  1. Regulation (EU) 2017/1129 (the Prospectus Regulation), the European Union (Prospectus) Regulations 2019 of Ireland and any rules issued by the Central Bank pursuant to section 1363 of the Companies Act 2014 of Ireland;
  2. the provisions of the Irish Companies Act 2014;
  3. the provisions of the Central Bank Acts 1942 to 2018 of Ireland (as amended) and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989 (as amended) of Ireland;
  4. the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. no. 375 of 2017) (as amended) and the provisions of the Investor Compensation Act 1998; and
  5. the provisions of the Market Abuse Regulation (EU 596/2014), the Market Abuse Directive on Criminal Sanctions for market abuse (Directive 2014/57/EU) (as amended), the European Union (Market Abuse) Regulations 2016 of Ireland and any rules issued by the Central Bank of Ireland pursuant to section 1370 of the Companies Act 2014 of Ireland.

Japan

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law. No. 25 of 1948 as amended) (the "FIEA") and disclosure under the FIEA has not been and will not be made with respect to the Rights Entitlements and the Rights Equity Shares. No Rights Entitlements or Rights Equity Shares have, directly or indirectly, been offered or sold, and may not, directly or indirectly, be offered or sold in Japan or to, or for the benefit of, any resident of Japan as defined in the first sentence of Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Contract Act of Japan (Law No. 228 of 1949, as amended) ("Japanese Resident") or to others for re-offering or re-sale, directly or indirectly in Japan or to, or for the benefit of, any Japanese Resident except (i) pursuant to an exemption from the registration requirements of the FIEA and (ii) in compliance with any other relevant laws, regulations and governmental guidelines of Japan.

If an offeree does not fall under a "qualified institutional investor" (tekikaku kikan toshika), as defined in Article 10, Paragraph 1 of the Cabinet Office Ordinance Concerning Definition Provided in Article 2 of the Financial Instruments and Exchange Act (Ordinance of the Ministry of Finance No. 14 of 1993, as amended) (the "Qualified Institutional Investor"), the Rights Entitlements and Rights Equity Shares will be offered in Japan by a private placement to small number of investors (shoninzu muke kanyu), as provided under Article 23- 13, Paragraph 4 of the FIEA, and accordingly, the filing of a securities registration statement for a public offering pursuant to Article 4, Paragraph 1 of the FIEA has not been made.

If an offeree falls under the Qualified Institutional Investor, the Rights Entitlements and the Rights Equity Shares will be offered in Japan by a private placement to the Qualified Institutional Investors (tekikaku kikan toshikamuke kanyu), as provided under Article 23-13, Paragraph 1 of the FIEA, and accordingly, the filing of a securities registration statement for a public offering pursuant to Article 4, Paragraph 1 of the FIEA has not been made. To receive the Rights Entitlements and subscribe the Rights Equity Shares (the "QII Rights Entitlements and the QII Rights Equity Shares") such offeree will be required to agree that it will be prohibited from selling, assigning, pledging or otherwise transferring the QII Rights Entitlements and the QII Rights Equity Shares other than to another Qualified Institutional Investor.

Kenya

The contents of this International Supplement and the Letter of Offer are strictly private and intended for the sole use of the recipient of this International Supplement and the Letter of Offer. An invitation to acquire the Rights Entitlements or the Rights Equity Shares may not be circulated or otherwise marketed or re-marketed, or advertised or re-advertised, in any form or manner within Kenya by the recipient. The Rights Entitlements or the Rights Equity Shares will not be marketed as a public offer to the general public in Kenya and will not be listed on any securities exchange in Kenya. The Rights Entitlements and the Rights Equity Shares will be placed by way of private placement to a limited number of selected investors. As such the Company does not need to comply with the requirements of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002, the Capital Markets (Foreign Investors) Regulations and the Nairobi Securities Exchange rules and regulations in relation to the issue of the the Rights Entitlements and the Rights Equity Shares and this International Supplement and Letter of Offer and no application will be made to the Capital Markets Authority or the Nairobi Securities Exchange. Accordingly, the Rights Entitlements and the Rights Equity Shares are offered only by way of private placement only to the person to whom

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such offer has been made as set out in regulation 21 (1) of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002 and section 30A of the Capital Markets Act (Cap 485A of the laws of Kenya).

Kuwait

This International Supplement and the Letter of Offer and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, the Rights Entitlements or the Rights Equity Shares in the State of Kuwait. The Rights Entitlements and the Rights Equity Shares have not been licensed for offering, promotion, marketing, advertisement or sale in the State of Kuwait by the Capital Markets Authority or any other relevant Kuwaiti government agency. The offering, promotion, marketing, advertisement or sale of the Rights Entitlements and the Rights Equity Shares in State of Kuwait on the basis of a private placement or public offering is, therefore, prohibited in accordance with Law No. 7 of 2010 and the Executive Bylaws for Law No. 7 of 2010, as amended, which govern the issue, offer, marketing and sale of financial services/products in the State of Kuwait ("Kuwait Securities Laws"). No private or public offering of the Rights Entitlements or the Rights Equity Shares is or will be made in the State of Kuwait, and no agreement relating to the sale of the Rights Entitlements or the Rights Equity Shares will be concluded in the State of Kuwait and no marketing or solicitation or inducement activities are being used to offer or market the Rights Entitlements or the Rights Equity Shares in the State of Kuwait.

Luxembourg

The Rights Entitlements and the Rights Equity Shares offered in this International Supplement and the Letter of Offer may not be offered, sold or delivered to the public within the Grand Duchy of Luxembourg. This International Supplement and the Letter of Offer is only intended for institutional investors. It is personal to each offeree and does not constitute an offer to any other person or to the public generally in Luxembourg to subscribe for or otherwise acquire the Rights Entitlements and the Rights Equity Shares. Distribution of this International Supplement and the Letter of Offer to any person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized and any disclosure of any of its contents, without prior written consent of the Issuer, is prohibited.

Malaysia

No approval from the Securities Commission of Malaysia has been applied for or will be obtained for the offer or invitation in respect of the Issue under the Capital Markets and Services Act 2007. Neither has a prospectus been or will be registered with the Securities Commission of Malaysia in connection with the Issue in Malaysia. Accordingly, this International Supplement and the Letter of Offer or any amendment or supplement hereto or any other offering document in relation to the Issue may not be distributed in Malaysia directly or indirectly for the purpose of any offer of the Rights Entitlements and the Rights Equity Shares. The Rights Entitlements and the Rights Equity Shares may not be offered or sold in Malaysia except pursuant to, and to persons prescribed under, Part I of Schedule 6 of the Malaysian Capital Markets and Services Act and no person may offer for subscription or purchase any of the Rights Entitlements and the Rights Equity Shares directly or indirectly to anyone in Malaysia.

Mauritius

The Rights Entitlements and the Rights Equity Shares may not be offered or sold, directly or indirectly, to the public in Mauritius. Neither this International Supplement, the Letter of Offer nor any offering material or information contained herein relating to the offer of the Rights Entitlements and the Rights Equity Shares may be released or issued to the public in Mauritius or used in connection with any such offer. This International Supplement and the Letter of Offer does not constitute an offer to sell the Rights Entitlements and the Rights Equity Shares to the public in Mauritius and is not a prospectus as defined under the Companies Act 2001.

New Zealand

This International Supplement and the Letter of Offer has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). This Issue is not an offer of financial products that requires disclosure under Part 3 of the FMC Act and no product disclosure statement, register entry or other disclosure document under the FMC Act will be prepared in respect of this Issue. The Rights Entitlements and the Rights Equity Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

  1. is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
  2. meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

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  1. is large within the meaning of clause 39 of Schedule 1 of the FMC Act; or
  2. is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act.

If, in the future, any person in New Zealand to whom the Rights Entitlements or the Rights Equity Shares are issued or sold elects to sell any Rights Entitlements or Rights Equity Shares, they must not do so in any manner which will, or is likely to, result in this Issue, or such sale, being viewed as an offer to which Part 3 of the FMC Act is applicable.

Norway

This International Supplement and the Letter of Offer has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this International Supplement and the Letter of Offer shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The Rights Entitlements and the Rights Equity Shares may not be offered or sold, directly or indirectly, in Norway except to professional clients (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).

Oman

This International Supplement and the Letter of Offer and the Rights Entitlements and the Rights Equity Shares to which it relates may not be advertised, marketed, distributed or otherwise made available to any person in the Sultanate of Oman ("Oman") without the prior consent of the Capital Market Authority ("Oman CMA") and then only in accordance with any terms and conditions of such consent. In connection with the offering of the Rights Entitlements and the Rights Equity Shares, no prospectus has been filed with the Oman CMA. The offering and sale of the Rights Entitlements and the Rights Equity Shares described in this International Supplement and the Letter of Offer will not take place inside Oman. This International Supplement and Letter of Offer is strictly private and confidential and is being issued to a limited number of sophisticated investors, and may neither be reproduced, used for any other purpose, nor provided to any other person than the intended recipient hereof does not constitute a public offer of the Rights Entitlements or the Rights Equity Shares in Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 4/74) or the Capital Market Authority Law (Royal Decree 80/98) (the "CMAL"), nor does it constitute an offer to sell, or the solicitation of any offer to buy Non- Omani securities in the Sultanate of Oman as contemplated by Article 139 of the Executive Regulations of CMA. Additionally, this International Supplement and the Letter of Offer and the Rights Entitlements and the Rights Equity Shares is not intended to lead to the conclusion of a contract for the sale or purchase of securities. The recipient of this International Supplement and the Letter of Offer and the Rights Entitlements and the Rights Equity Shares represents that it is a sophisticated investor (as described in Article 139 of the Executive Regulations of the Capital Market Law) and that it has experience in business and financial matters that they are capable of evaluating the merits and risks of investments.

Qatar

This International Supplement and Letter of Offer is provided on an exclusive basis to the specifically intended recipient, upon that person's request and initiative, and for the recipient's personal use only and is not intended to be available to the public. Nothing in this prospectus constitutes, is intended to constitute, shall be treated as constituting or shall be deemed to constitute, any offer or sale of the Rights Entitlements or the Rights Equity Shares in the State of Qatar or in the Qatar Financial Centre or the inward marketing of an investment fund or an attempt to do business, as a bank, an investment company or otherwise in the State of Qatar or in the Qatar Financial Centre. This International Supplement and the Letter of Offer and the underlying instruments have not been reviewed, approved, registered or licensed by the Qatar Central Bank, The Qatar Financial Centre Regulatory Authority, The Qatar Financial Markets Authority or any other regulator in the State of Qatar. Any distribution of this International Supplement and the Letter of Offer by the recipient to third parties in Qatar or the Qatar Financial Centre beyond these terms is not authorised and shall be at the liability of the recipient.

Saudi Arabia

This International Supplement and the Letter of Offer may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA") pursuant to resolution number 3-123-2017 dated 27 December 2017 as amended by resolution number 1-104-2019 dated 30 September 2019, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this International

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Supplement and the Letter of Offer and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this International Supplement and the Letter of Offer. Prospective purchasers of the Rights Entitlements and the Rights Equity Shares offered hereby should conduct their own due diligence on the accuracy of the information relating to the Rights Entitlements and the Rights Equity Shares. If you do not understand the contents of this International Supplement and the Letter of Offer, you should consult an authorized financial adviser.

Singapore

This International Supplement and the Letter of Offer has not been registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, neither this International Supplement, the Letter of Offer nor any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Rights Entitlements or the Rights Equity Shares may be circulated or distributed, nor may the Rights Entitlements and the Rights Equity Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) existing holders of Equity Shares in the Company pursuant to Section 273(1)(cd)(i) of the Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"), or (ii) pursuant to, and in accordance with, the conditions of an exemption under Section 274 or Section 275 of the Securities and Futures Act and (in the case of an accredited investor) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or where applicable, Section 276 of the Securities and Futures Act.

Any reference to the Securities and Futures Act is a reference to the Securities and Futures Act, Chapter 289 of Singapore and a reference to any term as defined in the Securities and Futures Act or any provision in the Securities and Futures Act is a reference to that term as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

Notification under Section 309B of the Securities and Futures Act: The Rights Entitlements and the Rights

Equity Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

South Korea

We are not making any representation with respect to the eligibility of any recipients of this International Supplement and the Letter of Offer to acquire the Rights Entitlements and the Rights Equity Shares therein under the laws of Korea, including, but without limitation, the Foreign Exchange Transaction Law and Regulations thereunder. The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Financial Investment Services and Capital Markets Act of Korea (the "FSCMA"). Accordingly, the Rights Entitlements and the Rights Equity Shares may not be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea (as such term is defined under the Foreign Exchange Transaction Law of Korea and its Enforcement Decree), for a period of one year from the date of issuance of the Rights Entitlements and the Rights Equity Shares, except (i) where relevant requirements are satisfied, the Rights Entitlements and the Rights Equity Shares may be offered, sold or delivered to or for the account or benefit of a Korean resident which falls within certain categories of qualified professional investors as specified in the FSCMA, its Enforcement Decree and the Regulation on Securities Issuance and Disclosure promulgated thereunder, or (ii) as otherwise permitted under applicable Korean laws and regulations.

Furthermore, the Rights Entitlements and the Rights Equity Shares may not be re-sold to Korea residents unless the purchaser of the Rights Entitlements and the Rights Equity Shares complies with all applicable regulatory requirements (including, but not limited to, governmental approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with purchase of the Rights Entitlements and the Rights Equity Shares.

Spain

The Rights Entitlements and the Rights Equity Shares may not be offered, sold or distributed, nor may any subsequent resale of the Rights Entitlements and the Rights Equity Shares be carried out in Spain, except in circumstances which do not constitute a public offer of securities in Spain within the meaning of the consolidated text of the Spanish Securities Market approved by Royal Legislative Decree 4/2015, of October 23 (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores) (the "Spanish Securities Market Act") and Royal Decree 1310/2005, of November 4, on the listing of securities, public offers and applicable

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prospectus (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos) (the "Spanish Prospectus Royal Decree"), both as amended and restated, and supplemental rules enacted thereunder or in substitution thereof from time to time (the "Spanish Securities Market Law"). None of the Rights Entitlements and the Rights Equity Shares, this International Supplement and the Letter of Offer and its contents have been approved or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de Valores), and therefore it is not intended for the public offering or sale of Securities in Spain.

Sweden

This International Supplement and the Letter of Offer has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this International Supplement and the Letter of Offer may not be made available, nor may the Rights Entitlements and the Rights Equity Shares be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of the Rights Entitlements and the Rights Equity Shares in Sweden is limited to persons who are qualified investors (as defined in the Financial Instruments Trading Act). Only such investors may receive this International Supplement and the Letter of Offer and they may not distribute it or the information contained in it to any other person.

Switzerland

This International Supplement and the Letter of Offer is not intended to constitute an offer or solicitation to purchase or invest in the Rights Entitlements and the Rights Equity Shares described herein. The Rights Entitlements and the Rights Equity Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Rights Entitlements and the Rights Equity Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this International Supplement, the Letter of Offer nor any other offering or marketing material relating to the Rights Entitlements and the Rights Equity Shares or the Issue constitutes a prospectus pursuant to the FinSA or pursuant to Articles 652a and 1156 of the Swiss Code of Obligations (as in effect immediately prior to the entry into force of the FinSA) or pursuant to Articles 27 ff. of the listing rules of SIX Exchange Regulation or any other trading venue in Switzerland, and neither this International Supplement, the Letter of Offer nor any other offering or marketing material relating to the Rights Entitlements and the Rights Equity Shares or the Issue may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this International Supplement, the Letter of Offer nor any other offering or marketing material relating to the Rights Entitlements and the Rights Equity Shares or the Issue or the Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this International Supplement and the Letter of Offer will not be filed with, and the Issue will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA ("FINMA"), and the Issue has not been and will not be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Rights Entitlements and the Rights Equity Shares.

This International Supplement and the Letter of Offer, as well as any other offering or marketing material relating to the Rights Entitlements and the Rights Equity Shares or the Issuer, is confidential and it is exclusively for the use of the individually addressed investors in connection with the offer of the Rights Entitlements and the Rights Equity Shares in Switzerland and it does not constitute an offer to any other person. This International Supplement and the Letter of Offer may only be used by those investors to whom it has been handed out in connection with the Issue described herein and may neither directly nor indirectly be distributed or made available to other persons without our express consent. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in or from Switzerland.

Taiwan

The Rights Entitlements and the Rights Equity Shares have not and will not be registered with the Financial Supervisory Commission of Taiwan or any other governmental authorities of Taiwan, and are not being offered or sold and may not be offered or sold, directly or indirectly, in Taiwan or otherwise, to, or for the benefit of, any resident or entity of Taiwan, except (i) pursuant to the requirements of the securities related laws and regulations in Taiwan; and (ii) in compliance with any other applicable requirements of Taiwan laws.

United Arab Emirates

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This International Supplement and the Letter of Offer has not been, and is not intended to be, approved by the UAE Central Bank, the UAE Ministry of Economy, the Emirates Securities and Commodities Authority or any other authority in the United Arab Emirates (the "UAE") or any other authority in any of the free zones established and operating in the UAE. The Rights Entitlements and the Rights Equity Shares have not been and will not be offered, sold or publicly promoted or advertised in the UAE in a manner which constitutes a public offering in the UAE in compliance with any laws applicable in the UAE governing the issue, offering and sale of such securities. This International Supplement and the Letter of Offer is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any other person other than the original recipient and may not be used or reproduced for any other purpose.

United Kingdom

In the United Kingdom, this International Supplement and the Letter of Offer and any investment or investment activity to which this International Supplement and the Letter of Offer relates is directed only at, being distributed and made available only to, and will be engaged in only with, persons who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and who (i) fall within the definition of "investment professionals" contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it can otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this International Supplement and the Letter of Offer and should not act or rely on it or any of its contents

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ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a public limited company under the laws of India and the majority of the Directors and all executive officers are residents of India. It may not be possible or may be difficult for investors to effect service of process upon our Company or these other persons outside India or to enforce against them in courts in India, judgments obtained in courts outside India.

India is not a party to any international treaty in relation to the automatic recognition or enforcement of foreign judgments. However, recognition and enforcement of foreign judgments is provided for under Sections 13, 14 and 44A of the Code of Civil Procedure, 1908, as amended (the "Civil Procedure Code"). Section 44A of the Civil Procedure Code provides that where a certified copy of a decree of any superior court (within the meaning of that section) in any country or territory outside India which the Government of India has by notification declared to be a reciprocating territory, is filed before a district court in India, such decree may be executed in India as if the decree has been rendered by a district court in India. Section 44A of the Civil Procedure Code is applicable only to monetary decrees or judgments not being in the nature of amounts payable in respect of taxes or other charges of a similar nature or in respect of fines or other penalties. Section 44A of the Civil Procedure Code does not apply to arbitration awards even if such awards are enforceable as a decree or judgment. Among others, the United Kingdom, Singapore, Hong Kong and the United Arab Emirates have been declared by the Government of India to be reciprocating territories within the meaning of Section 44A of the Civil Procedure Code. The United States has not been declared by the Government of India to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code.

Under Section 14 of the Civil Procedure Code, an Indian court shall, on production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction unless the contrary appears on the record; but such presumption may be displaced by proving want of jurisdiction.

A judgment of a court in any non-reciprocating territory, such as the United States, may be enforced in India only by a suit upon the judgment subject to Section 13 of the Civil Procedure Code, and not by proceedings in execution. Section 13 of the Civil Procedure Code, which is the statutory basis for the recognition of foreign judgments (other than arbitration awards), states that a foreign judgment shall be conclusive as to any matter directly adjudicated upon between the same parties or between parties under whom they or any of them claim litigating under the same title except where:

  • the judgment has not been pronounced by a court of competent jurisdiction;
  • the judgment has not been given on the merits of the case;
  • the judgment appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable;
  • the proceedings in which the judgment was obtained are opposed to natural justice;
  • the judgment has been obtained by fraud; and/or
  • the judgment sustains a claim founded on a breach of any law in force in India.

A suit to enforce a foreign judgment must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. In addition, it is unlikely that an Indian court would enforce foreign judgments if it considered the amount of damages awarded as excessive or inconsistent with public policy or if the judgments are in breach of or contrary to Indian law. A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India to repatriate any amount recovered pursuant to execution of such judgment. Any judgment in a foreign currency would be converted into Rupees on the date of such judgment and not on the date of payment and any such amount may be subject to income tax in accordance with applicable laws. The Company cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to considerable delays.

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Letter of Offer

Dated May 15, 2020

For Eligible Equity Shareholders only

Our Company was originally incorporated as "Mynylon Limited" in the State of Karnataka as a public limited company, under the Companies Act, 1956, pursuant to a certificate of incorporation dated May 8, 1973 issued by the Registrar of Companies, Karnataka, at Bangalore. Thereafter our Company obtained a certificate of commencement of business on January 28, 1976. Subsequently, the name of our Company was changed to "Reliance Textile Industries Limited" and a fresh certificate of incorporation consequent on change of name dated March 11, 1977, was issued by the Registrar of Companies, Karnataka, at Bangalore. The name of our Company was further changed to "Reliance Industries Limited" and a fresh certificate of incorporation consequent on change of name dated June 27, 1985 was issued by the Registrar of Companies, Maharashtra, at Mumbai. For details of changes in our name and address of our registered office, see "History and Corporate Structure" on page 121.

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

Telephone: +91 (22) 3555 5000; Facsimile: +91 (22) 2204 2268

Contact Persons: Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, and Smt. Savithri Parekh, Joint Company Secretary and Compliance Officer

E-mail: investor.relations@ril.com; Website: www.ril.com

Corporate Identity Number: L17110MH1973PLC019786

PROMOTER OF OUR COMPANY: SHRI MUKESH D. AMBANI

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF RELIANCE INDUSTRIES LIMITED (OUR "COMPANY" OR THE "ISSUER") ONLY

ISSUE OF 42,26,26,894 PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 1,257 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 1,247 PER RIGHTS EQUITY SHARE) AGGREGATING TO ₹ 5,31,24,20,05,758 ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARE FOR EVERY 15 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ON THE RECORD DATE, THAT IS, ON MAY 14, 2020 (THE "ISSUE"). FOR DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 272.

PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES

Amount Payable per Rights Equity Share*

Face Value (₹)

Premium (₹)

Total ()

On Application

2.50

311.75

314.25

One or more subsequent Call(s) as determined by our Board at its sole discretion, from time to time

7.50

935.25

942.75

Total (₹)

10.00

1,247.00

1,257.00

*For further details on Payment Schedule, see"Terms of the Issue"on page 272.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and Investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must rely on their own examination of our Company and this Issue including the risks involved. The Rights Equity Shares have neither been recommended nor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the Investors is invited to the section "Risk Factors" on page 23.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges"). Our Company has received "in-principle" approvals from BSE and NSE for listing the Rights Equity Shares through their respective letters each dated May 8, 2020. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of this Issue, the Designated Stock Exchange is BSE.

WILFUL DEFAULTER

The name of one of our Independent Directors appears in the list of Wilful Defaulters issued by TransUnion CIBIL Limited. Lending institutions have advised TransUnion CIBIL Limited to remove his name from its list of Wilful Defaulters. For further details, see "Other Regulatory and Statutory Disclosures" on page 261.

GLOBAL CO-ORDINATORS AND LEAD MANAGERS TO THE ISSUE

LEAD MANAGERS TO THE ISSUE

JM Financial Limited

Kotak Mahindra Capital Company Limited

Axis Capital Limited

BNP Paribas

DSP Merrill Lynch Limited

7th Floor, Cnergy

1st Floor, 27 BKC, Plot No. C-27

1st Floor, Axis House

BNP Paribas House, 1-North Avenue

Ground Floor, "A" Wing

Appasaheb Marathe Marg, Prabhadevi

G Block

C-2 Wadia International Centre

Maker Maxity, Bandra Kurla Complex Bandra

One BKC, "G" Block

Mumbai 400 025

Bandra Kurla Complex

Pandurang Budhkar Marg

(E), Mumbai 400 051

Bandra Kurla Complex

Telephone: +91 (22) 6630 3030;

Bandra (East)

Worli, Mumbai 400 025

Telephone: +91 (22) 3370 4000

Bandra (East), Mumbai 400 051

+91 (22) 6630 3262

Mumbai 400 051

Telephone: +91 (22) 4325 2183

E-mail: dl.rights.ril@asia.bnpparibas.com

Maharashtra, India

E-mail: ril.rights@jmfl.com

Telephone: +91 (22) 4336 0000

E-mail: ril.rights@axiscap.in

Investor Grievance E-mail:

Telephone: +91( 22) 6632 8000

Investor Grievance E-mail:

E-mail: ril.rights@kotak.com

Investor Grievance E-mail:

indiainvestors.care@asia.bnpparibas.com

E-mail: dg.ril_rights@bofa.com

grievance.ibd@jmfl.com

Investor Grievance E-mail:

complaints@axiscap.in

Contact Person: Soumya Guha

Investor Grievance E-mail:

Contact Person: Prachee Dhuri

kmccredressal@kotak.com

Contact Person: Sagar Jatakiya

Website: www.bnpparibas.co.in

dg.india_merchantbanking@bofa.com

Website: www.jmfl.com

Contact Person: Ganesh Rane

Website: www.axiscapital.co.in

SEBI Registration No.: INM000011534

Contact Person: Rishabh Bhatt

SEBI Registration No.: INM000010361

Website: www.investmentbank.kotak.com

SEBI Registration No.: INM000012029

Website: www.ml-india.com

SEBI Registration No.: INM000008704

SEBI Registration No.: INM000011625

LEAD MANAGERS TO THE ISSUE

Citigroup Global Markets India Private

Goldman Sachs (India) Securities Private

HDFC Bank Limited

HSBC Securities and Capital Markets (India)

ICICI Securities Limited

Limited

Limited

Investment Banking Group

Private Limited

ICICI Centre, H.T. Parekh Marg

1202, 12th Floor, First International Financial

951-A Rational House

Unit 401&402, 4th Floor, Tower B

52/60, Mahatma Gandhi Road, Fort Mumbai

Churchgate

Center

Appasaheb Marathe Marg, Prabhadevi

Peninsula Business Park, Lower Parel

400 001

Mumbai - 400 020

G-Block, C 54 & 55

Mumbai 400 025

Mumbai 400 013

Maharashtra, India

Maharashtra, India

Bandra Kurla Complex

Telephone: +91 (22) 6616 9000

Maharashtra, India

Telephone: +91 (22) 2268 5555

Telephone: +91 (22) 2288 2460

Bandra (East) , Mumbai 400 098

E-mail:gs-reliancerights@gs.com

Telephone: +91 (22) 3395 8233

E-mail: rilrightsissue@hsbc.co.in

E mail: ril.rights@icicisecurities.com

Maharashtra, India

Investor Grievance E-mail:

E-mail: ril.rights@hdfcbank.com

Investor Grievance E-mail:

Investor Grievance E-mail:

Telephone: +91 (22) 6175 9999

india-client-support@gs.com

Investor Grievance E-mail:

investorgrievance@hsbc.co.in

customercare@icicisecurities.com

E-mail: ril.rights@citi.com

Contact Person: Rishabh Garg

investor.redressal@hdfcbank.com

Contact

Person:

Sanjana

Maniar/Dhananjay

Contact Person: Arjun A Mehrotra/Rupesh

Investor Grievance E-mail:

Website: www.goldmansachs.com

Contact Person: Harsh Thakkar/ Ravi Sharma

Sureka

Khant

investors.cgmib@citi.com

SEBI Registration No.: INM000011054

Website: www.hdfcbank.com

Website: https://www.business.hsbc.co.in/en-

Website: www.icicisecurities.com

Contact Person: Paritosh Bhandari

SEBI Registration No.: INM000011252

gb/in/generic/ipo-open-offer-and-buyback

SEBI Registration No.: INM000011179

Website:

SEBI Registration No.: INM000010353

www.online.citibank.co.in/rhtm/citigroupglobals

creen1.htm

SEBI Registration No.: INM000010718

LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

IDFC Securities Limited

J.P. Morgan India Private Limited

Morgan Stanley India Company Private

SBI Capital Markets Limited

Kfin Technologies Private Limited

6th floor, One IndiaBulls Centre

J.P. Morgan Towers

Limited

202, Maker Tower 'E'

(formerly known as "Karvy Fintech Private

Tower 1C, Senapati Bapat Marg, Elphinstone

Off CST Road, Kalina, Santacruz East

18F, Tower II, One Indiabulls Centre

Cuffe Parade

Limited")

Road, Mumbai 400013

Mumbai 400 098

841, Senapati Bapat Marg, Mumbai 400 013

Mumbai 400 005

Selenium, Tower B

Telephone: +91 (22) 4202 2500

Telephone: +91 (22) 6157 3000

Telephone: +91 (22) 6118 1000

Maharashtra, India

Plot No- 31 and 32, Financial District

E-mail: ril.rights@idfc.com

E-mail: RIL_RIGHTS_2020@jpmorgan.com

E-mail: rilrightsissue@morganstanley.com

Telephone: +91 (22) 2217 8300

Nanakramguda, Serilingampally

Investor Grievance E-mail:

Investor Grievance E-mail:

Investor Grievance E-mail:

E-mail: ril.rights@sbicaps.com

Hyderabad, Rangareddi 500 032

Investorgrievance@idfc.com

investorsmb.jpmipl@jpmorgan.com

investors_india@morganstanley.com

Investor Grievance E-mail:

Telangana, India

Contact Person: Akshay Bhandari/Kunal

Contact Person: Shagun Gupta

Contact Person: Satyam Singhal

investor.relations@sbicaps.com

Telephone: +91 (40) 6716 2222

Thakkar

Website: www.jpmipl.com

Website: www.morganstanley.com/about-

Contact

Person:

Sylvia

Mendonca/Aditya

Toll free number: 18004258998/18003454001

Website: www.idfc.com/capital/index.htm

SEBI Registration No.: INM000002970

us/global-offices/asia-pacific/india

Deshpande

E-mail: ril.rights@kfintech.com

SEBI Registration No.: MB/INM000011336

SEBI Registration No.: INM000011203

Website: www.sbicaps.com

Investor Grievance E-mail:

SEBI Registration No.: INM000003531

rilinvestor@kfintech.com

Contact Person: M. Murali Krishna

Website: www.kfintech.com

SEBI Registration No.: INR000000221

ISSUE SCHEDULE

ISSUE OPENS ON

LAST DATE FOR ON MARKET RENUNCIATION*

ISSUE CLOSES ON#

WEDNESDAY, MAY 20, 2020

FRIDAY, MAY 29, 2020

WEDNESDAY, JUNE 3, 2020

* Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

  • Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

TABLE OF CONTENTS

SECTION I - GENERAL ........................................................................................................................................

2

DEFINITIONS AND ABBREVIATIONS ..........................................................................................................

2

NOTICE TO INVESTORS..................................................................................................................................

9

NOTICE TO INVESTORS IN THE UNITED STATES ...................................................................................

12

PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION.................................

15

FORWARD LOOKING STATEMENTS..........................................................................................................

17

SUMMARY OF LETTER OF OFFER..............................................................................................................

19

SECTION II: RISK FACTORS ............................................................................................................................

23

SECTION III: INTRODUCTION ........................................................................................................................

62

THE ISSUE .......................................................................................................................................................

62

SUMMARY OF FINANCIAL INFORMATION..............................................................................................

63

GENERAL INFORMATION............................................................................................................................

66

CAPITAL STRUCTURE ..................................................................................................................................

75

OBJECTS OF THE ISSUE................................................................................................................................

94

STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................

99

SECTION IV: ABOUT OUR COMPANY.........................................................................................................

121

HISTORY AND CORPORATE STRUCTURE..............................................................................................

121

OUR MANAGEMENT ...................................................................................................................................

123

SECTION V: FINANCIAL INFORMATION...................................................................................................

128

FINANCIAL STATEMENTS.........................................................................................................................

128

MATERIAL DEVELOPMENTS ....................................................................................................................

245

ACCOUNTING RATIOS AND CAPITALISATION STATEMENT ............................................................

247

STOCK MARKET DATA FOR SECURITIES OF OUR COMPANY ...........................................................

249

SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................

252

OUTSTANDING LITIGATION AND DEFAULTS ......................................................................................

252

GOVERNMENT APPROVALS .....................................................................................................................

260

OTHER REGULATORY AND STATUTORY DISCLOSURES...................................................................

261

SECTION VII: ISSUE INFORMATION...........................................................................................................

272

TERMS OF THE ISSUE .................................................................................................................................

272

RESTRICTIONS ON PURCHASES AND RESALES ...................................................................................

312

SECTION VIII: OTHER INFORMATION ......................................................................................................

318

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.........................................................

318

DECLARATION.............................................................................................................................................

320

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Special Tax Benefits" and "Financial Information" on pages 99 and 128, respectively, shall have the meaning given to such terms in such sections.

General terms

Term

Description

"Our

Company",

"the

Reliance Industries Limited, having its registered and corporate office situated at 3rd Floor,

Company" or "the Issuer"

Maker Chambers IV, 222, Nariman Point, Mumbai 400 021.

"We", "us", "our" or "Group"

Unless the context otherwise indicates or implies or unless otherwise specified, our Company

together with our Subsidiaries, Joint Ventures and Associates, on a consolidated basis.

Company related terms

Term

Description

"Articles

of

Association",

The articles of association of our Company, as amended.

"Articles" or "AoA"

"Associates"

Entities which meet the definition of a associate as per Ind AS 28.

"Audited Financial Statements"

The audited consolidated financial statements of our Company which includes joint operations,

or "Financial Statements"

its Subsidiaries, Associates and Joint Ventures as at and for the year ended March 31, 2020

which comprises of the consolidated balance sheet as at March 31, 2020, the consolidated

statement of profit and loss, including other comprehensive income, the consolidated cash flow

statement and the consolidated statement of changes in equity for the year then ended, and notes

to the consolidated financial statements, including a summary of significant accounting policies

and other explanatory information.

"Board

of

Directors" or

Board of directors of our Company or a duly constituted committee thereof.

"Board"

"Chairman

and

Managing

The Chairman and Managing Director of our Company.

Director"

"Corporate Office"

Corporate office of our Company situated at 3rd Floor, Maker Chambers IV, 222, Nariman Point,

Mumbai 400 021.

"Deposit Agreement"

Amended and restated deposit agreement dated February 23, 1994 entered into between our

Company, the GDS Depository and the holders and beneficial owners of GDS.

"Director(s)"

Any or all the directors on our Board, as may be appointed from time to time.

"Equity Shareholder"

A holder of Equity Shares, from time to time.

"Equity Shares"

The equity shares of our Company of face value of ₹ 10 each.

"ESOP 2017"

The employees' stock option scheme of our Company, namely Employee Stock Option Scheme

- 2017.

"Executive Directors"

Executive director(s) of our Company, unless otherwise specified.

"Independent Director"

A non-executive and independent director of our Company as per the Companies Act, 2013 and

the SEBI Listing Regulations.

"Joint Ventures"

Entities which meet the definition of a joint venture as per Ind AS 28.

"Material Subsidiaries"

Jio Platforms Limited, Reliance Jio Infocomm Limited, Reliance Retail Limited and Reliance

Global Energy Services (Singapore) Pte. Ltd. which have been identified by our Company based

on the materiality threshold adopted by our Board under SEBI Listing Regulations.

"Memorandum of Association"

The memorandum of association of our Company, as amended.

or "Memorandum" or "MoA"

2

Term

Description

"Non-Executive Director"

A Director, not being an Executive Director of our Company.

"Promoter Group"

The promoter group of our Company is as disclosed by our Company in its filings to Stock

Exchanges.

"Promoter"

The promoter of our Company, namely, Shri Mukesh D. Ambani.

"Registered Office"

Registered office of our Company situated at 3rd Floor, Maker Chambers IV, 222, Nariman

Point, Mumbai 400 021.

"Registrar of Companies"

or

Registrar of Companies, Maharashtra, located at Mumbai.

"RoC"

"Rights Issue Committee"

The committee of our Board constituted through the resolution dated April 30, 2020, for

purposes of this Issue and incidental matters thereof, consisting Shri Nikhil R. Meswani, Shri

Hital R. Meswani and Shri P. M. S. Prasad.

"Statutory Auditors"

The joint statutory auditors of our Company, namely, S R B C & CO LLP, Chartered

Accountants, and D T S & Associates LLP, Chartered Accountants.

"Subsidiaries"

Subsidiaries of our Company as defined under the Companies Act, 2013 and the applicable

accounting standard. For details, see "Financial Statements" on page 128.

Issue Related Terms

Term

Description

"Abridged Letter of Offer" or

Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to this Issue

"ALOF"

in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act, 2013.

"Allot",

"Allotment"

or

Allotment of Rights Equity Shares pursuant to this Issue.

"Allotted"

"Allotment Accounts"

The accounts opened with the Bankers to this Issue, into which the Application Money lying

credit to the Escrow Account and amounts blocked by Application Supported by Blocked

Amount in the ASBA Account, with respect to successful Applicants will be transferred on the

Transfer Date in accordance with Section 40(3) of the Companies Act, 2013.

"Allotment Account Banks"

Bank(s) which are clearing members and registered with SEBI as bankers to an issue and with

whom the Allotment Accounts will be opened, in this case being, HDFC Bank Limited and

State Bank of India.

"Allotment Date"

Date on which the Allotment shall be made pursuant to this Issue.

"Allottee(s)"

Person(s) who shall be Allotted Rights Equity Shares pursuant to the Allotment.

"Applicant(s)"

or

Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to apply or make an

"Investor(s)"

application for the Rights Equity Shares pursuant to this Issue in terms of this Letter of Offer.

"Application"

Application made through (i) submission of the Application Form or plain paper Application to

the Designated Branch of the SCSBs or online/ electronic application through the website of the

SCSBs (if made available by such SCSBs) under the ASBA process, or (ii) filling the online

Application Form available on R-WAP, to subscribe to the Rights Equity Shares at the Issue

Price.

"Application Form"

Unless the context otherwise requires, an application form (including online application form

available for submission of application at R-WAP facility or though the website of the SCSBs

(if made available by such SCSBs) under the ASBA process) used by an Applicant to make an

application for the Allotment of Rights Equity Shares in this Issue.

"Application Money"

Aggregate amount payable at the time of Application, i.e., ₹ 314.25 per Rights Equity Share in

respect of the Rights Equity Shares applied for in this Issue.

"Application

Supported

by

Application used by an investor to make an application authorizing the SCSB to block the

Blocked

Amount"

or

Application Money in an ASBA account maintained with the SCSB.

"ASBA"

"ASBA Account"

Account maintained with the SCSB and specified in the Application Form or the plain paper

Application by the Applicant for blocking the amount mentioned in the Application Form or the

plain paper Application.

"Basis of Allotment"

The basis on which the Rights Equity Shares will be Allotted to successful Applicants in

consultation with the Designated Stock Exchange under this Issue, as described in "Terms of the

Issue" on page 272.

"Bankers

to

the Issue

Agreement dated May 15, 2020 entered into by and among our Company, the Registrar to the

Agreement"

Issue, the Global Co-ordinators and Lead Managers and the Lead Managers and the Bankers to

the Issue for receipt of the Application Money in the Escrow Account from Applicants making

an Application through R-WAP facility, including for the purposes of refunding the surplus

funds remitted by such Applicants after Basis of Allotment, remitting funds to the Allotment

Accounts from the Escrow Account and SCSBs in case of Allottees, release of funds from

3

Term

Description

Allotment Accounts to our Company and other persons, as applicable and providing such other

facilities and services as specified in the agreement.

"Bankers to the Issue"

Collectively, the Escrow Collection Bank, the Allotment Account Banks and the Refund

Account Bank to the Issue.

"Call(s)"

The notice issued by our Company to the holders of the Rights Equity Shares as on the Call

Record Date for making a payment of the Call Monies.

"Call Money(ies)"

The balance amount payable by the holders of the Rights Equity Shares pursuant to the Payment

Schedule, being ₹ 942.75 per Rights Equity Share (75% of Issue Price) after payment of the

Application Money.

"Call Record Date"

A record date fixed by our Company for the purpose of determining the names of the holders of

Rights Equity Shares for the purpose of issuing of the Call.

"Controlling Branches" or

Such branches of the SCSBs which co-ordinate with the Global Co-ordinators and Lead

"Controlling Branches of the

Managers and the Lead Managers, the Registrar to the Issue and the Stock Exchanges, a list of

SCSBs"

which is available on the website of SEBI and/or such other website(s) as may be prescribed by

the SEBI from time to time.

"Designated Branches"

Such branches of the SCSBs which shall collect the Application Form or the plain paper

Application, as the case may be, used by the Investors and a list of which is available on the

website of SEBI and/or such other website(s) as may be prescribed by the SEBI or the Stock

Exchange(s), from time to time.

"Designated

Stock

BSE Limited.

Exchange"

"Eligible

Equity

Equity Shareholders of our Company on the Record Date.

Shareholders"

"Escrow Account"

One or more no-lien and non-interest bearing accounts with the Escrow Collection Bank for the

purposes of collecting the Application Money from resident Investors making an Application

through the R-WAP facility.

"Escrow Collection Bank"

Bank(s) which are clearing members and registered with SEBI as banker to an issue and with

whom the Escrow Account will be opened, in this case being, HDFC Bank Limited.

"GDS"

Global Depository Shares representing Equity Shares of our Company.

"GDS Depository"

The Bank of New York Mellon.

"Global Co-ordinators and

JM Financial Limited and Kotak Mahindra Capital Company Limited.

Lead Managers"

"Issue"

Issue of 42,26,26,894 Rights Equity Shares of face value of ₹ 10 each of our Company for cash

at a price of ₹ 1,257 per Rights Equity Share (including a premium of ₹ 1,247 per Rights Equity

Share) aggregating to ₹ 5,31,24,20,05,758 on a rights basis to the Eligible Equity Shareholders

of our Company in the ratio of 1 (one) Rights Equity Share for every 15 Equity Shares held by

the Eligible Equity Shareholders of our Company on the Record Date.

On Application, Investors will have to pay ₹ 314.25 per Rights Equity Share which constitutes

25% of the Issue Price and the balance ₹ 942.75 per Rights Equity Share which constitutes 75%

of the Issue Price, will have to be paid, on one or more subsequent Call(s), as determined by our

Board at its sole discretion, from time to time.

"Issue Agreement"

Issue agreement dated May 15, 2020 between our Company, the Global Co-ordinators and Lead

Managers and the Lead Managers, pursuant to which certain arrangements are agreed to in

relation to this Issue.

"Issue Closing Date"

June 3, 2020.

"Issue Opening Date"

May 20, 2020.

"Issue Period"

The period between the Issue Opening Date and the Issue Closing Date, inclusive of both days,

during which Applicants can submit their Applications, in accordance with the SEBI ICDR

Regulations.

"Issue Price"

₹ 1,257 per Rights Equity Share.

On Application, Investors will have to pay ₹ 314.25 per Rights Equity Share which constitutes

25% of the Issue Price and the balance ₹ 942.75 per Rights Equity Share which constitutes 75%

of the Issue Price, will have to be paid, on one or more subsequent Call(s), as determined by our

Board at its sole discretion, from time to time.

"Issue Proceeds" /

"Gross

Gross proceeds of this Issue.

Proceeds"

"Issue Size"

Amount aggregating to ₹ 5,31,24,20,05,758.

"Lead Managers"

Axis Capital Limited, BNP Paribas, Citigroup Global Markets India Private Limited, DSP

4

Term

Description

Merrill Lynch Limited, Goldman Sachs (India) Securities Private Limited, HDFC Bank

Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities

Limited, IDFC Securities Limited, J.P. Morgan India Private Limited, Morgan Stanley India

Company Private Limited and SBI Capital Markets Limited.

"Letter of Offer"

This letter of offer dated May 15, 2020 filed with the Designated Stock Exchange, with SEBI

and NSE for purposes of record keeping.

"Materiality Policy"

'Policy on Determination and Disclosure of Materiality of Events and Information and Web

Archival Policy' adopted by our Board in accordance with the requirements under Regulation

30 of the SEBI Listing Regulations, read with the 'Policy on Determination of Materiality of

Litigation' adopted by the Rights Issue Committee through its resolution dated May 15, 2020,

for the purpose of litigation disclosures in this Letter of Offer.

"MCA Circular"

General Circular No. 21/2020 dated May 11, 2020 issued by the Ministry of Corporate Affairs,

Government of India.

"Monitoring Agency"

Axis Bank Limited.

"Monitoring

Agency

Agreement dated May 15, 2020 entered into between the Company and the Monitoring Agency

Agreement"

in relation to monitoring of Net Proceeds.

"Net Proceeds"

Issue Proceeds less Issue related expenses. For details, see "Objects of the Issue" on page 94.

"On Market Renunciation"

The renunciation of Rights Entitlements undertaken by the Investor by trading them over the

secondary market platform of the Stock Exchanges through a registered stock broker in

accordance with the SEBI Rights Issue Circulars and the circulars issued by the Stock

Exchanges, from time to time, and other applicable laws, on or before May 29, 2020.

"Off Market Renunciation"

The renunciation of Rights Entitlements undertaken by the Investor by transferring them

through off market transfer through a depository participant in accordance with the SEBI Rights

Issue Circulars and the circulars issued by the Depositories, from time to time, and other

applicable laws.

"Payment Schedule"

Payment schedule under which 25% of the Issue Price is payable on Application, i.e., ₹ 314.25

per Rights Equity Share, and the balance unpaid capital constituting 75% of the Issue Price i.e.,

₹ 942.75 will have to be paid, on one or more subsequent Call(s), as determined by our Board at

its sole discretion, from time to time.

"Record Date"

Designated date for the purpose of determining the Equity Shareholders eligible to apply for

Rights Equity Shares, being May 14, 2020.

"Refund Account Bank"

The Bankers to the Issue with whom the refund account will be opened, in this case being

HDFC Bank Limited.

"Registrar to the Issue" or

Kfin Technologies Private Limited.

"Registrar"

"Registrar Agreement"

Agreement dated May 15, 2020 entered into between our Company and the Registrar in relation

to the responsibilities and obligations of the Registrar to the Issue pertaining to this Issue,

including in relation to the R-WAP facility.

"Renouncee(s)"

Any person(s) who, not being the original recipient has/have acquired the Rights Entitlement, in

accordance with the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars.

"Renunciation Period"

The period during which the Investors can renounce or transfer their Rights Entitlements which

shall commence from the Issue Opening Date. Such period shall close on May 29, 2020 in case

of On Market Renunciation. Eligible Equity Shareholders are requested to ensure that

renunciation through off-market transfer is completed in such a manner that the Rights

Entitlements are credited to the demat account of the Renouncee on or prior to the Issue Closing

Date.

"Rights

Entitlements"

/

The right to apply for the Rights Equity Shares, being offered by way of this Issue, by an

"REs"

Investor, in accordance with the SEBI ICDR Regulations read with the SEBI Rights Issue

Circulars, in this case being 1 (one) Rights Equity Share for every 15 Equity Shares held by an

Eligible Equity Shareholder, on the Record Date, excluding any fractional entitlements.

"Rights Entitlement Letter"

Letter including details of Rights Entitlements of the Eligible Equity Shareholders. The Rights

Entitlements are also accessible through the R-WAP facility and on the website of our

Company.

"Rights Equity Shareholders"

A holder of the Rights Equity Shares, from time to time.

"Rights Equity Shares"

Equity shares of our Company to be Allotted pursuant to this Issue, on partly paid-up basis on

Allotment.

"R-WAP"

Registrar's web based application platform accessible at https://rights.kfintech.com, instituted as

an optional mechanism in accordance with SEBI circular bearing reference number

SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, for accessing/ submitting online

Application Forms by resident Investors.

5

Term

Description

"SCSB(s)"

Self-certified syndicate banks registered with SEBI, which offers the facility of ASBA. A list of

all SCSBs is available at website of SEBI and/or such other website(s) as may be prescribed by

SEBI from time to time.

"Stock Exchanges"

Stock exchanges where our Equity Shares are presently listed, being BSE and NSE.

"Transfer Date"

The date on which Application Money held in the Escrow Account and the Application Money

blocked in the ASBA Account will be transferred to the Allotment Accounts in respect of

successful Applications, upon finalization of the Basis of Allotment, in consultation with the

Designated Stock Exchange.

"Wilful Defaulter"

Company or person, as the case may be, categorised as a wilful defaulter by any bank or

financial institution (as defined under the Companies Act, 2013) or consortium thereof, in

accordance with the guidelines on wilful defaulters issued by the RBI and includes any

company whose director or promoter is categorised as such.

"Working Day(s)"

Working day means all days on which commercial banks in Mumbai are open for business.

Further, in respect of Issue Period, working day means all days, excluding Saturdays, Sundays

and public holidays, on which commercial banks in Mumbai are open for business.

Furthermore, the time period between the Issue Closing Date and the listing of the Rights Equity

Shares on the Stock Exchanges, working day means all trading days of the Stock Exchanges,

excluding Sundays and bank holidays, as per circulars issued by SEBI.

Conventional terms or Abbreviations

Term /Abbreviation

Description / Full Form

"₹", "Rs.", "Rupees" or "INR"

Indian Rupee.

"ACB"/

"Anti-Corruption

Anti-Corruption Bureau.

Bureau"

"AIF(s)"

Alternative investment funds, as defined and registered with SEBI under the Securities and

Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

"Arbitration Act"

Arbitration and Conciliation Act, 1996.

"ASBA Circulars"

Collectively, SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009,

SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 and the SEBI circular, bearing

reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020.

"BSE"

BSE Limited.

"CBLO"

Collateralized Borrowing and Lending Obligation.

"CDSL"

Central Depository Services (India) Limited.

"Central

Government"

/

Central Government of India.

"Government of India" / "GoI"

"CIN"

Corporate identity number.

"Companies Act, 1956"

Erstwhile Companies Act, 1956 along with the rules made thereunder.

"Companies

Act, 2013"

/

Companies Act, 2013 along with the rules made thereunder.

"Companies Act"

"Delhi Government"

Government of National Capital Territory of Delhi.

"Depositories Act"

Depositories Act, 1996.

"Depository"

A depository registered with SEBI under the Securities and Exchange Board of India

(Depositories and Participants) Regulations, 2018.

"DIN"

Director identification number.

"DIPP"

Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,

Government of India.

"DP"

/

"Depository

Depository participant as defined under the Depositories Act.

Participant"

"DP ID"

Depository participant identification.

"DPIT"

Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,

Government of India, earlier known as Department of Industrial Policy and Promotion.

"DoT"

Department of Telecommunications, Government of India.

"EBITDA"

Profit for the year before finance costs, depreciation, amortisation and depletion expenses,

exceptional items and other income as presented in the statement of profit and loss in the

Financial Statements.

"EPS"

Earnings per share.

"FCNR Account"

Foreign Currency Non-Resident Account.

"FDI"

Foreign direct investment.

6

Term /Abbreviation

Description / Full Form

"FDI Policy"

The consolidated foreign direct investment policy notified by the DIPP (now DPIT) vide

circular no. D/o IPP F. No. 5(1)/2017- FC-1 dated August 28, 2017 effective from August 28,

2017.

"FEMA"

Foreign Exchange Management Act, 1999, read with rules and regulations thereunder.

"FEMA Rules"

Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

"Financial Year" / "FY" /

Period of 12 months ended March 31 of that particular year.

"Fiscal"

"FIR"

First Information Report.

"FPI"

Foreign Portfolio Investor as defined under the SEBI FPI Regulations, registered with SEBI

under applicable laws in India.

"Fugitive Economic Offender"

An individual who is declared a fugitive economic offender under Section 12 of the Fugitive

Economic Offenders Act, 2018.

"FUTP Regulations"

Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices

relating to Securities Markets) Regulations, 2003.

"FVCIs"

Foreign venture capital investors as defined in and registered with the SEBI, under the SEBI

FVCI Regulations.

"GDP"

Gross domestic product.

"Government"

Central Government and/or the State Government, as applicable.

"GST"

Goods and Services Tax.

"IEPF"

Investor Education and Protection Fund

"IFRS"

International Financial Reporting Standards.

"India"

Republic of India.

"Indian GAAP"

Generally Accepted Accounting Principles followed in India.

"Ind AS"

Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with

Companies (Indian Accounting Standards) Rules, 2015, as amended.

"IPC"

Indian Penal Code, 1860.

"ISIN"

International securities identification number.

"Income-tax Act"

Income-tax Act, 1961.

"Listing Agreement"

Equity listing agreements entered into between our Company and the Stock Exchanges in terms

of the SEBI Listing Regulations read along with SEBI Circular No. CIR/CFD/CMD/6/2015

dated October 13, 2015.

"MCA"

The Ministry of Corporate Affairs, Government of India.

"Mutual Fund"

Mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual

Funds) Regulations, 1996.

"N.A." / "N/A"

Not applicable.

"NACH"

National Automated Clearing House.

"Net Worth"

The aggregate value of the paid-up share capital (including instruments classified as equity) and

all reserves created out of the profits and securities premium account and debit or credit balance

of profit and loss account, after deducting the aggregate value of the accumulated losses,

deferred expenditure and miscellaneous expenditure not written off, as per the audited balance

sheet, but does not include reserves created out of revaluation of assets, write-back of

depreciation and amalgamation.

"NEFT"

National Electronic Fund Transfer.

"NR" / "NRs"

Non-resident(s) or person(s) resident outside India, as defined under the FEMA.

"NRE Account"

Non-resident external account.

"NRI"

A person resident outside India, who is a citizen of India and shall have the same meaning as

ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016.

"NRO Account"

Non-resident ordinary account.

"NSDL"

National Securities Depository Limited.

"NSE"

National Stock Exchange of India Limited.

"OCB" / "Overseas Corporate

A company, partnership, society or other corporate body owned directly or indirectly to the

Body"

extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of

beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence

on October 3, 2003 and immediately before such date had taken benefits under the general

permission granted to OCBs under FEMA.

"p.a."

Per annum.

"PAN"

Permanent Account Number.

"PSC"

Production Sharing Contract.

"RBI"

Reserve Bank of India.

7

Term /Abbreviation

Description / Full Form

"Rule 144A"

Rule 144A under the US Securities Act.

"Foreign Portfolio Investors" /

Foreign portfolio investors as defined under the SEBI FPI Regulations.

"FPIs"

"Regulation S"

Regulation S under the US Securities Act.

"REPO"

Repurchase Agreement.

"RTGS"

Real Time Gross Settlement.

"SAT"

Securities Appellate Tribunal.

"SCN"

Show Cause Notice.

"SCRA"

Securities Contracts (Regulation) Act, 1956.

"SCRR"

Securities Contracts (Regulation) Rules, 1957.

"SEBI"

Securities and Exchange Board of India.

"SEBI Act"

Securities and Exchange Board of India Act, 1992.

"SEBI AIF Regulations"

Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

"SEBI FPI Regulations"

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.

"SEBI FVCI Regulations"

Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.

"SEBI ICDR Regulations"

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018.

"SEBI Listing Regulations"

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

"SEBI Rights Issue Circulars"

Collectively, SEBI circular, bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13

dated January 22, 2020, bearing reference number SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated

April

21,

2020

and

SEBI

circular

bearing

reference

number

SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020.

"SEBI SBEB Regulations"

Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

"SEBI Takeover Regulations"

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011.

"SEBI VCF Regulations"

Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996.

"SLP"

Special Leave Petition.

"SMS"

Short Message Service.

"State Government"

Government of a state of India.

"Supreme Court"

Supreme Court of India.

"U.S." / "USA" / "United

United States of America, including the territories or possessions thereof.

States"

"U.S. QIB"

"Qualified institutional buyer", as defined in Rule 144 of the US Securities Act.

"US$" / "USD" / "$" / "U.S.

United States Dollar.

dollars"

"US SEC"

U.S. Securities and Exchange Commission.

"US Securities Act"

U.S. Securities Act of 1933, as amended.

"VCFs"

Venture capital funds as defined in and registered with the SEBI under the SEBI VCF

Regulations or the SEBI AIF Regulations, as the case may be.

Industry Related Terms

Term

Description

"4G"

4th Generation.

"BP"

British Petroleum Plc.

"CBM"

Coal Bed Methane.

"JV"

Joint Venture.

"LPG"

Liquefied Petroleum Gas.

"LTE"

Long Term Evolution.

"PAT"

Profit After Tax.

"PBR"

Polybutadiene Rubber.

"PBT"

Profit Before Tax.

"SEZ"

Special Economic Zone.

"UL"

Up Link.

"UV"

Unique Visitors.

8

NOTICE TO INVESTORS

The distribution of this Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter, any other offering material and the issue of Rights Entitlements and the Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter may come, are required to inform themselves about and observe such restrictions. For details, see "Restrictions on Purchases and Resales" on page 312.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material only to email addresses of Eligible Equity Shareholders who have provided an Indian address to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions. Further, this Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company or the Global Co-ordinators and Lead Managers and the Lead Managers to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request in this regard. Investors can also access this Letter of Offer, the Abridged Letter of Offer and the Application Form from the websites of the Registrar, our Company, the Global Co-ordinators and Lead Managers and the Lead Managers, and the Stock Exchanges, and on R-WAP.

Our Company, the Global Co-ordinators and Lead Managers and the Lead Managers, and the Registrar will not be liable for non-dispatch of physical copies of Issue materials, including this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form.

No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that this Letter of Offer was filed with SEBI and the Stock Exchanges. Accordingly, the Rights Entitlements and the Rights Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights Entitlement Letter and any other offering materials or advertisements in connection with this Issue may not be distributed, in whole or in part, in or into any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

This Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter may not be used for the purpose of, and do not constitute, an offer, invitation to or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer, invitation or solicitation is unlawful or not authorised or to any person to whom it is unlawful to make such an offer, invitation or solicitation. In those circumstances, this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter must be treated as sent for information only and should not be acted upon for subscription to Rights Equity Shares and should not be copied or re-distributed. Accordingly, persons receiving a copy of this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter in or into any jurisdiction where to do so would or might contravene local securities laws or regulations or would subject the Company or its affiliates or the Global Coordinators and Lead Managers and the Lead Managers or their respective affiliates to any filing or registration requirement (other than in India). If this Letter of Offer, the Abridged Letter of Offer, the Application Form or Rights Entitlement Letter is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter.

Neither the Company nor any of the Global Co-ordinators and Lead Managers and the Lead Managers is making any representation to any person regarding the legality of an investment in the Rights Entitlements or the Rights Equity Shares by such person under any investment or any other laws or regulations. No information in this Letter of Offer should be considered to be business, financial, legal, tax or investment advice.

Any person who makes an application to acquire Rights Entitlements and the Rights Equity Shares offered in this Issue will be deemed to have declared, represented, warranted and agreed that such person is authorized

9

to acquire the Rights Entitlements and the Rights Equity Shares in accordance with the legal requirements applicable in such person's jurisdiction and India, without requirement for our Company or our affiliates or the Global Co-ordinators and Lead Managers and the Lead Managers or their respective affiliates to make any filing or registration (other than in India). In addition, each purchaser of Rights Entitlements and the Rights Equity Shares will be deemed to make the representations, warranties, acknowledgments and agreements set forth in "Restrictions on Purchases and Resales" on page 312.

Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or dispatched from the United States (unless the Application Form is submitted by a U.S. QIB in the United States) or other jurisdictions where the offer and sale of the Rights Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the person submitting and/or renouncing the Application Form is (a) not in the United States and eligible to subscribe for the Rights Equity Shares under applicable securities laws or (b) a U.S. QIB in the United States, and in each case such person is complying with laws of jurisdictions applicable to such person in connection with this Issue; or (iii) where either a registered Indian address is not provided or where our Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue or allot any Rights Equity Shares in respect of any such Application Form.

Neither the delivery of this Letter of Offer nor any sale of Rights Equity Shares hereunder, shall, under any circumstances, create any implication that there has been no change in our Company's affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer or the date of such information. Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of buying or selling of Rights Equity Shares or Rights Entitlements. As a result, each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters concerning the offer of the Rights Equity Shares or Rights Entitlements. In addition, neither our Company nor the Global Co-ordinators and Lead Managers and the Lead Managers nor any of their respective affiliates is making any representation to any offeree or purchaser of the Rights Equity Shares regarding the legality of an investment in the Rights Equity Shares by such offeree or purchaser under any applicable laws or regulations.

In terms of the Articles of Association, since the Company is a promoter of Jio Payments Bank Limited, in the event that any Application (other than applications from the promoters / persons comprising the promoter group / persons acting in concert with the promoters and promoter group of the Company) would result in the aggregate shareholding or voting rights of such Applicant and persons acting in concert with such Applicant to reach or exceed 5%, (or such other percentage as may be prescribed by the RBI, from time to time) of the post-Issuepaid-up share capital of our Company, such Applicant would be required to submit a copy of the approval obtained from the RBI with the Application and send a copy of such approval to the Registrar at rilinvestor@kfintech.com. Such approval from the RBI should clearly mention the name(s) of the persons who propose to apply in this Issue and the aggregate shareholding of the Applicant in the pre-Issuepaid-up equity share capital of our Company, if any. In case of any failure by such Applicant to submit such RBI approval, our Company may, at its sole discretion, decide to Allot such number of Rights Equity Shares, that will limit such resultant aggregate shareholding of the Applicant (whether direct or indirect, beneficial or otherwise, such Applicant and persons acting in concert with such Applicant) to less than 5% of the post-Issuepaid-up equity share capital of our Company. However, such limit shall not be applicable to Applicants who, either individually or together with the persons acting in concert with such Applicant, hold in the aggregate, 5% or more of the pre-Issue total paid-up share capital of our Company.

Illustration: If an Investor 'X' is holding 3.5% of the pre-Issuepaid-up share capital of our Company and applies for his/ her/ its (i) Rights Entitlements in this Issue, or (ii) Rights Entitlements in this Issue and additional Rights Equity Shares, and if pursuant to such Application the aggregate shareholding of X (either individually or together with persons acting in concert with X) will either reach or exceed 5% of the post-Issuepaid-up share capital of our Company, X will be required to obtain prior approval from the RBI for making the Application and submit a copy of such approval obtained from the RBI with his/ her/ its Application and send a copy of such approval to the Registrar at rilinvestor@kfintech.com. X does not submit a copy of such RBI approval along with his/ her/ its Application, our Company may at its sole discretion, decide to Allot such number of Rights Equity Shares to X that will limit the resultant aggregate shareholding of X to less than 5% of the post-Issuepaid-up equity share capital of our Company.

10

The above information is given for the benefit of the Applicants / Investors. Our Company and the Global Coordinators and Lead Managers and the Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer. Investors are advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

11

NOTICE TO INVESTORS IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR THE TERRITORIES OR POSSESSIONS THEREOF (THE "UNITED STATES" OR "U.S."), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE RIGHTS EQUITY SHARES REFERRED TO IN THIS LETTER OF OFFER ARE BEING OFFERED AND SOLD (I) IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S") TO EXISTING SHAREHOLDERS LOCATED IN JURISDICTIONS WHERE SUCH OFFER AND SALE OF THE RIGHTS EQUITY SHARES IS PERMITTED UNDER LAWS OF SUCH JURISDICTIONS AND (II) IN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT) ("U.S. QIB") PURSUANT TO SECTION 4(A)(2) OF THE US SECURITIES ACT AND OTHER EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES, EXCEPT IN EACH CASE TO PERSONS IN THE UNITED STATES WHO ARE U.S. QIBs.

ACCORDINGLY, YOU SHOULD NOT FORWARD OR TRANSMIT THIS LETTER OF OFFER IN OR INTO THE UNITED STATES AT ANY TIME (OTHER THAN TO U.S. QIBs).

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our Company, has reason to believe is, in the United States when the buy order is made (other than persons in the United States who are U.S. QIBs). No Application Form should be postmarked in the United States, electronically transmitted from the United States or otherwise dispatched from the United States (in each case, other than from persons in the United States who are U.S. QIBs) or from any other jurisdiction where it would be illegal to make an offer of securities under this Letter of Offer. Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch this Letter of Offer or the Abridged Letter of Offer and the Application Form only to Eligible Equity Shareholders who have provided an Indian address to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions.

Any person who acquires Rights Entitlements or Rights Equity Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of this Letter of Offer, that (i) it is not and that at the time of subscribing for the Rights Equity Shares or the Rights Entitlements, it will not be, in the United States; or (ii) it is a U.S. QIB in the United States, and in each case is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.

Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or dispatched from the United States (unless the Application Form is submitted by a U.S. QIB in the United States) or other jurisdictions where the offer and sale of the Rights Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the person submitting and/or renouncing the Application Form is (a) not in the United States and eligible to subscribe for the Rights Equity Shares under applicable securities laws or (b) a U.S. QIB in the United States, and in each case such person is complying with laws of jurisdictions applicable to such person in connection with this Issue; or (iii) where either a registered Indian address is not provided or where our Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue or allot any Rights Equity Shares in respect of any such Application Form.

All offers and sales in the United States of the Rights Entitlements and the Rights Equity Shares have been, or will be, made solely by our Company. The Global Co-ordinators and Lead Managers and the Lead Managers are not

12

making, and will not make, and will not participate or otherwise be involved in any offers or sales of the Rights Entitlements, the Rights Equity Shares or any other security with respect to this Issue in the United States.

The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by the US Securities and Exchange Commission (the "US SEC"), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights Entitlements, the Rights Equity Shares or the accuracy or adequacy of this Letter of Offer. Any representation to the contrary is a criminal offence in the United States.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

NOTICE TO EXISTING GDS HOLDERS

In accordance with the provisions of the Deposit Agreement, the GDS Depositary will endeavor to sell the Rights Entitlements acquired and distribute the net proceeds of any such sale to the GDS holders after deducting applicable taxes and expenses and its fees for making that distribution.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a public limited company under the laws of India and the majority of the Directors and all executive officers are residents of India. It may not be possible or may be difficult for investors to effect service of process upon the Company or these other persons outside India or to enforce against them in courts in India, judgments obtained in courts outside India.

India is not a party to any international treaty in relation to the automatic recognition or enforcement of foreign judgments. However, recognition and enforcement of foreign judgments is provided for under Sections 13, 14 and 44A of the Code of Civil Procedure, 1908, as amended (the "Civil Procedure Code"). Section 44A of the Civil Procedure Code provides that where a certified copy of a decree of any superior court (within the meaning of that section) in any country or territory outside India which the Government of India has by notification declared to be a reciprocating territory, is filed before a district court in India, such decree may be executed in India as if the decree has been rendered by a district court in India. Section 44A of the Civil Procedure Code is applicable only to monetary decrees or judgments not being in the nature of amounts payable in respect of taxes or other charges of a similar nature or in respect of fines or other penalties. Section 44A of the Civil Procedure Code does not apply to arbitration awards even if such awards are enforceable as a decree or judgment. Among others, the United Kingdom, Singapore, Hong Kong and the United Arab Emirates have been declared by the Government of India to be reciprocating territories within the meaning of Section 44A of the Civil Procedure Code. The United States has not been declared by the Government of India to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code.

Under Section 14 of the Civil Procedure Code, an Indian court shall, on production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction unless the contrary appears on the record; but such presumption may be displaced by proving want of jurisdiction.

A judgment of a court in any non-reciprocating territory, such as the United States, may be enforced in India only by a suit upon the judgment subject to Section 13 of the Civil Procedure Code, and not by proceedings in execution. Section 13 of the Civil Procedure Code, which is the statutory basis for the recognition of foreign judgments (other than arbitration awards), states that a foreign judgment shall be conclusive as to any matter directly adjudicated upon between the same parties or between parties under whom they or any of them claim litigating under the same title except where:

  • the judgment has not been pronounced by a court of competent jurisdiction;
  • the judgment has not been given on the merits of the case;

13

  • the judgment appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable;
  • the proceedings in which the judgment was obtained are opposed to natural justice;
  • the judgment has been obtained by fraud; and/or
  • the judgment sustains a claim founded on a breach of any law in force in India.

A suit to enforce a foreign judgment must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. In addition, it is unlikely that an Indian court would enforce foreign judgments if it considered the amount of damages awarded as excessive or inconsistent with public policy or if the judgments are in breach of or contrary to Indian law. A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India to repatriate any amount recovered pursuant to execution of such judgment. Any judgment in a foreign currency would be converted into Rupees on the date of such judgment and not on the date of payment and any such amount may be subject to income tax in accordance with applicable laws. The Company cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to considerable delays.

14

PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to (i) the 'US' or 'U.S.' or the 'United States' are to the United States of America and its territories and possessions; (ii) 'India' are to the Republic of India and its territories and possessions; and the 'Government' or 'GoI' or the 'Central Government' or the 'State Government' are to the Government of India, Central or State, as applicable.

In this Letter of Offer, references to the singular also refer to the plural and one gender also refers to any other gender, where applicable.

Financial Data

Unless stated otherwise or unless the context requires otherwise, the financial data in this Letter of Offer is derived from the Audited Financial Statements. For details, see "Financial Statements" on page 128.

We have prepared our Financial Statements in accordance with Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended. Our Company publishes its financial statements in Indian Rupees. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Letter of Offer should accordingly be limited.

Our Fiscal commences on April 1 of each year and ends on March 31 of the succeeding year, so all references to a particular "Fiscal Year", "Fiscal", "Financial Year" or "FY" are to the 12 months period ended on March 31 of that year.

In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in crore and lakhs.

Market and Industry Data

Unless stated otherwise, market and industry data used in this Letter of Offer has been obtained or derived from publicly available information, industry publications and sources. Industry publications generally state that the information that they contain has been obtained from sources believed to be reliable but that the accuracy, adequacy, completeness, reliability or underlying assumption are not guaranteed. Similarly, industry forecasts and market research and industry and market data used in this Letter of Offer, while believed to be reliable, have not been independently verified by our Company or the Global Co-ordinators and Lead Managers and the Lead Managers or their respective affiliates and neither our Company, the Global Co-ordinators and Lead Managers and the Lead Managers nor their respective affiliates make any representation as to the accuracy of that information. Accordingly, Investors should not place undue reliance on this information.

Non-GAAP measures

Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like net worth, return on net worth, net asset value per equity share, ratio of non-current borrowings (including current maturities) / total equity, ratio of total borrowings/ total equity and Earnings before interest, tax, depreciation and amortization ("EBITDA") have been included in this Letter of Offer. These may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Indian GAAP.

Currency of Presentation

Unless otherwise specified or the context otherwise requires, all references to:

15

  • 'INR', '₹', 'Indian Rupees' and 'Rupees' are to the legal currency of India; and
  • 'US$', 'USD', '$' and 'U.S. Dollars' are to the legal currency of the United States of America.

This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the dates indicated, information with respect to the exchange rate between the Rupee and the respective foreign currencies:

Sr.

Name of the Currency

Exchange rates as on

No.

March 31, 2020 (in ₹)

March 31, 2019 (in ₹)

1.

1 United States Dollar ("USD")

75.39

69.17

Source: www.fbil.org.in for March 31, 2020 and March 31, 2019.

Note:

  • In the event that any of the abovementioned dates of any of the respective financial years is a public holiday, the previous calendar day not being a public holiday has been considered.
  • Please note that our Company has considered an exchange rate of 1 USD = 75.655 for the purposes of Financial Statements.

Such conversion should not be considered as a representation that such currency amounts have been, could have been or can be converted into Rupees () at any particular rate, the rates stated above or at all.

16

FORWARD LOOKING STATEMENTS

Certain statements contained in this Letter of Offer that are not statements of historical fact constitute 'forward- looking statements'. Investors can generally identify forward-looking statements by terminology including 'anticipate', 'believe', 'continue', 'can', 'could', 'estimate', 'expect', 'intend', 'may', 'objective', 'plan', 'potential', 'project', 'pursue', 'shall', 'should', 'will', 'would', 'future', 'forecast', 'target' or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements. All statements regarding our Company's expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements may include planned projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts) and other matters discussed in this Letter of Offer that are not historical facts.

These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third party), are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause our actual results, performances and achievements to differ materially from any of the forward-looking statements include, among others:

  • Impact of the COVID-19 pandemic on our business and operations;
  • Adverse developments in the global or local macroeconomic environment;
  • Interest rate fluctuations;
  • Ability to obtain, renew or maintain the statutory and regulatory permits and approvals;
  • Uncertainty on the timing of the transfer of the O2C business to our wholly owned subsidiary and closing of various announced transactions;
  • Purchase of crude oil from PdVSA, a target of U.S. sanctions-related prohibitions; and
  • Ability to maintain insurance coverage adequately to protect us against all material hazards.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed in the section "Risk Factors" on page 23.

By their nature, market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains, losses or impact on net interest income and net income could materially differ from those that have been estimated, expressed or implied by such forward looking statements or other projections. The forward-looking statements contained in this Letter of Offer are based on the beliefs of management, as well as the assumptions made by, and information currently available to, the management of our Company. Although our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. In any event, these statements speak only as of the date of this Letter of Offer or the respective dates indicated in this Letter of Offer and neither our Company nor the Global Co-ordinators and Lead Managers and the Lead Managers undertake any obligation to update or revise any of them, whether as a result of new information, future events, changes in assumptions or changes in factors affecting these forward looking statements or otherwise. If any of these risks and uncertainties materialise, or if any of our Company's underlying assumptions prove to be incorrect, the actual

17

results of operations or financial condition of our Company could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements.

18

SUMMARY OF LETTER OF OFFER

The following is a general summary of certain disclosures included in this Letter of Offer and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Letter of Offer or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Letter of Offer, including the sections, "Objects of the Issue", "Outstanding Litigation and Defaults" and "Risk Factors" on pages 94, 252 and 23 respectively.

Summary of Primary Business

Our Company is India's largest private sector company in terms of market capitalization as on the date of this Letter of Offer. Our Company's consolidated total income was ₹ 6,25,601 crore and profit for the year was ₹ 39,880 crore for Fiscal 2020. Our activities span across hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals, retail and digital services.

Objects of the Issue

The Net Proceeds are proposed to be utilised by our Company in accordance with the details set forth below:

Particulars

Amount (In ₹ crore)

Repayment/ prepayment of all or a portion of certain borrowings availed by our Company

39,755.08#

General corporate purposes*

13,281.05

Total Net Proceeds**

53,036.13#

*Subject to finalisation of the Basis of Allotment and the Allotment of the Rights Equity Shares. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds

  • Assuming full subscription and Allotment and receipt of all Call monies with respect to the Rights Equity Shares.
    #Rounded off to two decimal places.

For details, see "Objects of the Issue" on page 94.

Subscription to the Issue by our Promoter and Promoter Group

Our Promoter and Promoter Group, by way of their letters dated May 15, 2020, (the "Promoter and Promoter Group Letters"), have confirmed to (i) subscribe, to the full extent of their Rights Entitlements and have also confirmed that they shall not renounce their Rights Entitlements (except to the extent of Rights Entitlements renounced by any of them in favour of any other member(s) of the Promoter and Promoter Group); (ii) also subscribe to Rights Equity Shares for the Rights Entitlements, if any, which are renounced in their favour by any other member(s) of the Promoter and Promoter group; and (iii) their intention to apply for and subscribe to additional Rights Equity Shares and to any unsubscribed portion in this Issue, subject to compliance with the minimum public shareholding requirements, as prescribed under the SCRR and the SEBI Listing Regulations.

The acquisition of Rights Equity Shares by our Promoter and members of our Promoter Group, over and above their Rights Entitlements, as applicable, or subscription to the unsubscribed portion of this Issue, shall not result in a change of control of the management of our Company. Our Company is in compliance with Regulation 38 of the SEBI Listing Regulations and will continue to comply with the minimum public shareholding requirements under applicable law, pursuant to this Issue.

Summary of Financial Information

A summary of the consolidated financial information of our Company as at and for Fiscals 2020, 2019 and 2018, derived from audited consolidated financial statements of each of the respective years, is set out below.

(In ₹ crore, unless otherwise specified)

Particulars

As at March 31, 2020

As at March 31,

As at March 31,

2019

2018

Equity share capital

6,339

5,926

5,922

Net worth

3,75,734

3,24,644

2,89,798

19

Particulars

As at March 31, 2020

As at March 31,

As at March 31,

2019

2018

Total income

6,25,601

5,89,655

4,18,214

Profit for the year*

39,880

39,837

36,080

Basic earnings per Equity Share (in ₹) - before

70.66

66.82

60.94

exceptional items

Basic earnings per Equity Share (in ₹) - after

63.49

66.82

60.94

exceptional items

Diluted earnings per Equity Share (in ₹) - before

70.66

66.80

60.89

exceptional items

Diluted earnings per Equity Share (in ₹) - after

63.49

66.80

60.89

exceptional items

Net asset value per Equity Share (in ₹)

592.71

547.84

489.37

Total borrowings (sum of current borrowings, non-

3,36,294

2,87,505

2,18,763

current borrowings and current maturities of non-

current borrowings)

* Represents profit after tax.

Calculation of Net worth (on a consolidated basis)

(In ₹ crore)

Particulars

As at March 31, 2020

As at March 31,

As at March 31,

2019

2018

Equity share capital (A)

6,339

5,926

5,922

Capital reserve (B)

291

291

291

Capital redemption reserve (C)

50

14

14

Debenture redemption reserve (D)

9,427

9,412

5,265

Share based payments reserve (E)

18

7

12

Statutory reserve (F)

561

484

469

Securities premium (G)

61,395

41,164

40,969

General reserve (H)

2,55,016

2,55,016

2,25,016

Retained earnings (I)

32,972

12,330

11,840

Special Economic Zone Re-Investment Reserve (J)

5,500

-

-

Instrument classified as Equity (K)

4,165

-

-

Net worth (A+B+C+D+E+F+G+H+I+J+K)

3,75,734

3,24,644

2,89,798

Calculation of Net asset value per Equity Share (on a consolidated basis)

(In ₹ crore, unless otherwise specified)

Particulars

As at March 31, 2020

As at March 31,

As at March 31,

2019

2018

Net worth* (A)

3,75,734

3,24,644

2,89,798

Issued, subscribed and paid-up equity shares (B) (in

6,33,92,67,510

5,92,58,68,997

5,92,18,26,196

nos)

Net asset value per Equity Share (A/B*10^7) (in ₹)

592.71

547.84

489.37

*Refer computation provided above.

Qualifications of the Auditors

There are no Auditor's qualifications in the auditors' report on Financial Statements.

Summary of Outstanding Litigation and Material Developments

A summary of material outstanding legal proceedings involving our Company and our Subsidiaries, as on the date of this Letter of Offer, is set out below.

20

(in ₹ crore, unless otherwise specified)

Sr. No.

Type of Proceedings

Number

Amount to

of cases

the extent

quantifiable

  1. Litigation involving our Company

A.

Proceedings involving moral turpitude or criminal liability on our Company

10

Nil

B.

Proceedings involving material violations of statutory regulations by our Company

5

460.27#

C.

Matters involving economic offences where proceedings have been initiated against our

Nil

Nil

Company

D.

Other proceedings involving our Company which involve an amount exceeding the

7

USD 1.36

Materiality Threshold or are otherwise material in terms of the Materiality Policy, and

billion -

other pending matters which, if they result in an adverse outcome would materially and

USD 1.56

adversely affect the operations or the financial position of our Company

billion*

Total

22

₹ 460.27

crore along

with USD

1.36 billion -

USD 1.56

billion*

  1. Litigation involving our Subsidiaries

A.

Proceedings involving moral turpitude or criminal liability on our Subsidiaries

11

Nil

B.

Proceedings involving material violations of statutory regulations by our Subsidiaries

Nil

Nil

C.

Matters involving economic offences where proceedings have been initiated against our

Nil

Nil

Subsidiaries

D.

Other proceedings involving our Company which involve an amount exceeding the

Nil

Nil

Materiality Threshold or are otherwise material in terms of the Materiality Policy, and

other pending matters which, if they result in an adverse outcome would materially and

adversely affect the operations or the financial position of our Company

Total

11

Nil

  • This excludes interest at the rate of 12% per annum from November 29, 2007 through the date of payment on the amount of ₹ 447.27 crore as per the order dated March 24, 2017 passed by the Whole Time Member of SEBI, which order has been stayed by SAT. For details, see "Outstanding litigation and defaults - Litigation involving our Company - Proceedings involving material violations of statutory regulations by our Company" on page 254.

*This excludes our potential liability in respect of, or financial impact of our dispute with the Central Government in relation to alleged migration of gas, which is not determinable at this stage. For details, see "Outstanding litigation and defaults - Litigation involving our Company - Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold or are otherwise material in terms of the Materiality Policy, and other pending matters which, if they result in an adverse outcome would materially and adversely affect the operations or the financial position of our Company - Civil Proceedings" on page 257.

For details, see "Outstanding Litigation and Defaults" on page 252.

Risk Factors

For details, see "Risk Factors" on page 23.

Contingent Liabilities and Commitments of our Company

Contingent liabilities and commitments of our Company, on a consolidated basis, as of March 31, 2020, as per Ind AS 37 is set out below.

(In ₹ crore)

Particulars

As at March 31, 2020

Claims against our Company/disputed liabilities not acknowledged as debts

6,888

Guarantees

25,455

Total

32,343

21

For details of contingent liabilities and commitments as per Ind AS 37, see "Financial Statements" on page 128.

Related Party Transactions

For details of our related party transactions as per Ind AS-24 during Fiscal 2020, as disclosed in the Financial Statements, see "Financial Statements" on page 128.

Financing Arrangements

There have been no financing arrangements whereby our Promoter, members of our Promoter Group, Directors or their relatives have financed the purchase by any other person of securities of our Company, during the period of six months immediately preceding the date of this Letter of Offer.

Issue of Equity Shares for consideration other than cash in the last one year

Our Company has not issued Equity Shares for consideration other than cash during the period of one year preceding the date of this Letter of Offer.

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SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider each of the following risk factors and all other information set forth in this Letter of Offer, including the risks and uncertainties described below, before making an investment in the Equity Shares. This section should be read together with the Financial Statements and other financial information included elsewhere in this Letter of Offer.

The risks and uncertainties described below are not the only risks that we currently face. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business, prospects, financial condition and results of operations and cash flow. If any or some combination of the following risks, or other risks that are not currently known or believed to be material, actually occur, our business, financial condition and results of operations and cash flow could suffer, the trading price of, and the value of your investment in, Equity Shares could decline and you may lose all or part of your investment. In making an investment decision you must rely on your own examination of us and the terms of this Issue, including the merits and risks involved.

This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from such forward-looking statements as a result of certain factors including the considerations described below and elsewhere in this Letter of Offer.

Unless otherwise stated, references to "we", "us", "our" and similar terms are to Reliance Industries Limited on a consolidated basis and references to "the Company" are to Reliance Industries Limited on a standalone basis.

Internal Risks

1. The impact of the COVID-19 pandemic on our business and operations is uncertain and cannot be predicted.

In late 2019, the COVID-19 disease, commonly known as "novel coronavirus", was first reported in Wuhan, China. On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a "Public Health Emergency of International Concern" and on March 11, 2020 it was declared a pandemic. Between January 30, 2020 and the date of this Letter of Offer, the COVID-19 disease has spread to many other countries, with the number of reported cases and related deaths increasing daily and, in many countries, exponentially.

Several countries' governments and numerous companies have imposed increasingly stringent restrictions to help avoid, or slow down, the spreading of COVID-19, including, for example, restrictions on international and local travel, public gatherings and participation in meetings, as well as closures of non-essential services, universities, schools, stores, restaurants and other key service providers, with some countries imposing strict curfews. In India, the Government of India initially announced a 21-daycountry-wide lockdown starting on March 25, 2020, which was further extended, with certain modifications, till May 17, 2020, and there can be no assurance that this lockdown will not be extended further on one or more occasions. These measures have led to a significant decline in economic activities including in demand for transport fuels in India and severe restrictions on the retail businesses. Our refining, petrochemical and oil and gas businesses have received a demand-side shock, not just in India but across the world. The lockdown is expected to have an adverse effect in the short-to medium term on several of our businesses including our refining, petrochemical and oil and gas businesses, and our retail businesses (non-grocery), among others.

COVID 19 has significant impact on business operations of our Company. Further, there is substantial drop in oil prices accompanied with unprecedented demand destruction. Our Company, based on its assessment, has determined the impact of such exceptional circumstances on its financial statements and the same has been disclosed separately as 'Exceptional Item' of ₹ 4,245 crore, net of taxes of ₹ 899 crore in the statement of profit and loss for the year ended March 31, 2020.

We continue to monitor developments closely as the COVID-19 pandemic develops. The impact of the COVID-19 pandemic on our business will depend on a range of factors which we are not able to accurately predict, including the duration, severity and scope of the pandemic, the geographies impacted, the impact of the pandemic on

23

economic activity in India and globally, and the nature and severity of measures adopted by governments. These factors include, but are not limited to:

  • The deterioration of socio-economic conditions and disruptions to our operations, such as our supply chain, or manufacturing or distribution capabilities, which may result in increased costs due to the need for more complex supply chain arrangements, to expand existing facilities or to maintain inefficient facilities, or in a reduction of our sales volumes.
  • Reductions or volatility in consumer demand for our products due to quarantine or other travel restrictions, economic hardship, retail closures or illness, which may impact our revenue and market share.
  • Significant volatility in financial markets (including exchange rate volatility) and measures adopted by governments and central banks that further restrict liquidity, which may limit our access to funds, lead to shortages of cash or increase the cost of raising such funds.
  • An adverse impact on our ability to engage in new, or consummate pending, strategic transactions on the agreed terms and timetable or at all.
  • Our ability to ensure the safety of our workforce and continuity of operations while confirming with measures implemented by the Central Government and the state governments in relation to health and safety of our employees, which may result in increased costs.

Risks arising on account of COVID-19 can also threaten the safe operation of our facilities and transport of our products, cause disruption of operational activities, environmental harm, loss of life, injuries and impact the wellbeing of our employees. These risks could have an adverse effect on our business, results of operations, cash flows and financial condition.

As of the date of this Letter of Offer, there is significant uncertainty relating to the severity of the near and long term adverse impact of the COVID-19 pandemic on the global economy, global financial markets and the Indian economy, and we are unable to accurately predict the near-term or long-term impact of the COVID-19 pandemic on our business. To the extent that the COVID-19 pandemic adversely affects our business and operations, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section.

2. Adverse developments in the global or local macroeconomic environment may adversely affect our business and results of operations.

Our business and financial performance are affected by global and local economic conditions. A significant portion of our revenue is generated by export sales of petroleum and petrochemical products to global markets. In addition, our Company's performance is significantly influenced by the economic situation and governmental policies in India. For details, see "-ExternalRisks - Risks Relating to India" on page 49. A slowdown in global economic growth or in economic growth in India (including as a result of the COVID-19 pandemic) could exert downward pressure on the demand for petroleum and petrochemical products, as well as our other products and services, which could have an adverse effect on our business, cash flows, financial condition and results of operations.

Further, a prolonged weakness in the global and domestic Indian financial and economic situation may have a negative impact on third parties with whom we do, or may do, business. Consequently, we may not be able to engage in new strategic transactions that we would otherwise pursue or may not be able to consummate some or all of our currently pending strategic transactions, on the agreed terms and within anticipated timelines, or at all. Any of these factors could adversely affect our business, financial condition, cash flows and results of operations.

Further, our performance is significantly influenced by the political and economic situation and governmental policies in India given that most of our plants are located in India. Any adverse developments in India can therefore have an adverse effect on our business, cash flows, results of operations or financial condition.

24

3. We are subject to risks arising from interest rate fluctuations, which could adversely affect our business, results of operations and financial condition.

We borrow funds in the domestic and international markets from various banks and financial institutions to meet the long-term and short-term funding requirements for our operations and funding our growth initiatives. A majority of our borrowings are floating rate debt and hence we are exposed to interest rate risk on account of such floating rate debt. Upward fluctuations in interest rates may increase the cost of any floating rate debt that we incur. In addition, the interest rate that we will be able to secure in any future debt financing will depend on market conditions at the time and may differ from the rates on our existing debt. If the interest rates are high when we need to access the markets for additional debt financing, our results of operations, planned capital expenditures and cash flows may be adversely affected.

4. Our inability to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our businesses may have an adverse effect on our business, results of operations and financial condition.

We require certain statutory and regulatory permits and approvals for our businesses. For example, laws or regulations in some countries may require us to obtain licenses or permits in order to bid for contracts or otherwise conduct our business and operations. In some jurisdictions, activities related to construction of our projects may be subject to the prior granting of environmental licenses or permits or to prior notification. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any such permits or approvals in the time frame anticipated by us, or at all. Any failure on our part to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have an adverse effect on our business, financial condition, cash flows and results of operations.

5. We propose to transfer our oil-to-chemicals ("O2C") business to our wholly-owned subsidiary, Reliance O2C Limited through a scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013, subject to necessary statutory/regulatory approvals under applicable law. Since the Scheme is subject to necessary statutory and regulatory approvals under applicable laws including approval of the Stock Exchanges and the National Company Law Tribunal, the timing of implementation thereof remains uncertain.

The Board at its meeting held on April 30, 2020, approved a scheme of arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 between (i) our Company and our Shareholders and creditors, and (ii) Reliance O2C Limited and its shareholders and creditors (the "Scheme"). Reliance O2C Limited, a wholly-owned subsidiary of our Company, is a company incorporated under the Companies Act, 2013. The Scheme inter alia provides for transfer of O2C business of our Company to Reliance O2C Limited as a going concern on slump sale basis for a lump sum consideration equal to the income tax net worth of the O2C business as on the appointed date of the Scheme. The O2C business of our Company comprises entire oil-to-chemicals business of our Company consisting of refining, petrochemicals, fuel retail and aviation fuel (majority interest only) and bulk wholesale marketing businesses together with its assets and liabilities, as more particularly set out in the Scheme ("O2C Business"). The rationale for the Scheme is as under:

  • The nature of risk and returns involved in the O2C Business are distinct from those of the other businesses of our Company and the O2C Business attracts a distinct set of investors and strategic partners.
  • Our Company has been exploring various opportunities to bring in strategic / other investors in the O2C Business.
  • To facilitate such investments, it is proposed to transfer the O2C Business into a separate wholly-owned subsidiary of our Company.

The turnover of the O2C Business contributes substantially to the revenue of our Company, on a standalone basis. The Scheme is subject to necessary statutory / regulatory approvals under applicable laws including approval of the Stock Exchanges and the National Company Law Tribunal. Accordingly, the timing of the transfer of the O2C

25

Business as detailed above remains uncertain. Further, we will lose any cash flows from the O2C Business once the Scheme has received all the requisite statutory and regulatory approvals under applicable law. Additionally, if the implementation of this Scheme is delayed, it could potentially affect the monetisation plans of our Company.

6. We have entered into certain related party transactions for certain of our business functions, which may potentially involve conflicts of interest with the equity shareholders.

We have entered, and may continue to enter, into transactions with related parties. Further, because certain of the related parties are controlling shareholders of, or have significant influence on, both us and our related parties, conflicts of interest may arise in relation to dealings between us and our related parties and may not be resolved in our favour. For details of our related party transactions for Fiscal 2020 as per requirement of Ind AS 24, see "Financial Statements" on page 128.

7. Our audited financial statements have not yet been placed before our shareholders in a general meeting.

Pursuant to a resolution dated April 30, 2020, our Board approved the Financial Statements for the quarter / year ended March 31, 2020, as recommended by the Audit Committee of our Company. In terms of Section 134(3) of the Companies Act, 2013, as amended, read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, a board report shall be prepared based on the reporting period which shall be placed before our Shareholders in a general meeting. Our Company, in due course will hold its annual general meeting for the year ended March 31, 2020 and place our audited financial statements before our Shareholders. Such audited financial statements, which include the Financial Statements included in this Letter of Offer, shall remain subject to adoption, remarks and observations of our Shareholders, if any.

8. We purchase crude oil from PdVSA, a target of U.S. sanctions-related prohibitions.

We do not have any investment in a country or territory that is currently the subject of comprehensive sanctions administered and enforced by the US Department of the Treasury's Office of Foreign Assets Control ("OFAC"). However, we purchase crude oil from Petroleos de Venezuela, S.A. ("PdVSA"), which is currently listed on OFAC's Specially Designated Nationals and Blocked Persons List and with whom U.S. persons are generally prohibited from dealing. As an India-incorporated company, we are not subject to primary U.S. sanctions, and our dealings with PdVSA are therefore neither subject to nor prohibited under OFAC sanctions.

Although we endeavor to conduct our activities in compliance with applicable laws and regulations, we cannot guarantee full compliance. There can be no assurance that persons and/or entities with whom we may engage in future transactions will not become the subject of sanctions-related prohibitions or restrictions (collectively, "Sanctions"), or that Sanctions will not be imposed on the persons with whom we currently engage or countries in which we currently operate or conduct business. Our failure to successfully comply with applicable Sanctions may expose us to negative legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm.

9. Our Statutory Auditors have provided a matter of emphasis relating to the Financial Statements of our Company. We cannot assure you whether such matter of emphasis will not arise in the future.

Our Statutory Auditors have included a matter of emphasis in their report to the Financial Statements. The Statutory Auditors have drawn attention to the scheme of arrangement sanctioned by the National Company Law Tribunal, Ahmedabad in Fiscal 2020. Pursuant to this scheme of arrangement, Reliance Corporate IT Park Limited ("RCITPL"), a wholly-owned subsidiary of our Company has reclassified its development rights in leasehold land to "intangible assets under development" and accounted the fair valuation impact thereof aggregating to ₹ 38 crore in the retained earnings, overriding the provisions of Ind AS in accordance with the current accounting guidelines. Same accounting treatment has been followed in the Financial Statements. For details, see "Financial Statements" on page 128. Investors should consider these matters in evaluating our financial position, cash flows and results of operations. There is no assurance that our auditors' reports for any future Fiscal periods will not contain such matters of emphasis.

26

10. Our insurance coverage may not be sufficient or may not adequately protect us against all material hazards, which may adversely affect our business, results of operations, financial condition and cash flows.

We maintain insurance policies for our various businesses that we own and operate in, which cover losses, including those arising from fire, accidents and calamities. With respect to losses which are covered by our policies, it may be difficult and may take us time to recover such losses from insurers. In addition, we may not be able to recover the full amount from the insurer. Further, there can be no assurance that our policies would be sufficient to cover all potential losses, regardless of the cause, or whether we can recover for such losses.

We could also be held liable for accidents that occur or otherwise arise out of our operations. In the event of personal injuries, fires or other accidents suffered by our employees or other people, we could face claims alleging that we were negligent, provided inadequate supervision or be otherwise liable for the injuries.

While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the normal risks associated with the operation of our business, we cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have taken out sufficient insurance to cover all our losses. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost or at all. To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which is not covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, cash flows and financial performance could be adversely affected.

11. We have and may continue to invest significant amounts in new ventures other than oil and petrochemical businesses, and there can be no assurances as to the timing or amount of return that we may make on such investments, if any. Failure to obtain requisite statutory and regulatory approvals to conclude such investments, and failure to effectively manage acquisitions that we make may adversely impact our growth and profitability.

We, from time to time, seek to diversify our operations through new growth initiatives, organic growth opportunities as well as acquisitions, both in India and overseas. For example, we, through our subsidiary Reliance Retail Limited and its subsidiaries, have established a retail network of supermarkets, convenience stores and other retail outlets throughout India. We have also invested in digital services, through our subsidiaries, Jio Platforms Limited ("JPL") and Reliance Jio Infocomm Limited ("RJIL"). JPL, a wholly-owned subsidiary of Reliance Industries Limited, is a technology company which brings together Jio's digital apps, digital ecosystems and a nationwide high speed connectivity platform under one umbrella. JPL has capabilities in broadband connectivity, cloud computing, artificial intelligence and mixed reality and blockchain.

We have also diversified into the media and entertainment sector, through Network18 Media & Investments Limited. Such businesses expose us to risks associated with the media and entertainment industry, such as:

  • Acquisition and distribution of content may not generate adequate revenues to cover associated costs;
  • Escalation in costs of creating or licensing commercially compelling content;
  • Rapid technological disruption in the ongoing transition from physical to digital media;
  • Lack of predictability in tailoring content offerings owing to changes in consumer preferences;
  • Risks in complying with stringent broadcasting and content distribution norms, whilst catering to diverse customer preferences;
  • Risk of infringement of intellectual property rights of third parties; and

27

  • Risks inherent in procuring and maintaining requisite media and entertainment approvals.

The occurrence of any such events may adversely affect our business, reputation and results of operations.

Further, investments in new ventures involve additional risks, including:

  • unforeseen contingent risks or latent liabilities relating to these businesses that may become apparent only later;
  • integration and management of the operations and systems;
  • retention of select personnel;
  • co-ordinationof sales and marketing efforts; and
  • diversion of management's attention from other ongoing business concerns.

If we are unable to integrate the operations of our new ventures successfully or manage such new ventures profitably, our growth plans may not be met and our profitability may decline.

New ventures also require significant investments to be made by us, including by way of debt and equity contributions to Subsidiaries or affiliated companies. Such Subsidiaries or affiliated companies may also incur significant debt that could affect our total consolidated indebtedness. There can be no assurances as to the timing or amount of return that we may receive on our investments in new ventures in organized retail or digital services or any other new sectors in which we enter or attempt to enter in the future.

We have made and may continue to make certain capital investments, loans, advances and other commitments to support certain of our Subsidiaries, Associates and Joint Ventures. These new ventures and commitments have included capital contributions to enhance the financial condition or liquidity position of our Subsidiaries, Associates and Joint Ventures. If the business and operations of these Subsidiaries, Joint Ventures or Associates deteriorate, we may be required to write down or write off such investments or make further capital injections, and we may not have or be able to obtain the funds for such further capital injections. Additionally, certain loans or advances may not be repaid or may need to be restructured, or we may be required to outlay capital under our commitments to support such companies.

12. Investment in certain of our Subsidiaries is subject to regulatory approval.

We from time to time seek investments in certain of our new ventures and operations.

For instance, our Company, JPL and Facebook, Inc. ("Facebook") announced the signing of binding agreements for an investment of ₹ 43,574 crore by Facebook into JPL, which values JPL at ₹ 4.62 lakh crore pre-money enterprise value and which investment will translate into a 9.99% equity stake of Facebook in JPL on a fully diluted basis. Further, our Company and JPL announced that SLP Redwood Aggregator, L.P. ("Silver Lake") will invest ₹ 5,655.75 crore into JPL, which values Jio Platforms at an equity value of ₹ 4.90 lakh crore and an enterprise value of

  • 5.15 lakh crore. Our Company and JPL further have announced that VEPF VII AIV I, L.P. ("Vista Equity Partners") will invest ₹ 11,367 crore into JPL. The investment values JPL at an equity value of ₹ 4.91 lakh crore and an enterprise value of ₹ 5.16 lakh crore. The investment will translate Vista Equity Partners's equity stake into JPL into 2.32%, on a fully-diluted basis. These investments are subject to receipt of applicable regulatory approvals and satisfaction of conditions mentioned in the related agreements.

We cannot assure you that such investments will receive applicable regulatory approvals, or that the conditions mentioned in the related agreements thereto shall be satisfied, on a timely basis or at all. Any non-receipt of such regulatory approvals or failure to fulfill conditions mentioned in the agreements related to such investments may result in a material adverse impact on our business, financial condition, results of operations, performance and prospects. If the relevant risks of such investments are not properly managed or the expected benefits of the new ventures fail to materialise, this may result in, inter alia, a deterioration of asset quality, the loss of key employees or

28

members of the senior management team, or the deterioration or loss of customer relationships and/or connections. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, performance and/or prospects.

13. Our Company and Subsidiaries are involved in certain legal and other proceedings and there can be no assurance that our Company, and/or Subsidiaries will be successful in any of these legal actions. In the event our Company and/or Subsidiaries are unsuccessful in litigating any of the disputes, our business and results of operations may be adversely affected.

Our Company and Subsidiaries are impleaded in a number of legal and regulatory proceedings that, if determined against our Company or our Subsidiaries could have an adverse effect on our business, results of operations, cash flows and financial condition. For details, see "Outstanding Litigation and Defaults" on page 252.

A summary of material outstanding legal proceedings involving our Company and our Subsidiaries, as on the date of this Letter of Offer, including the aggregate approximate amount involved to the extent ascertainable, is set out below.

(in ₹ crore, unless otherwise specified)

Sr. No.

Type of Proceedings

Number

Amount to

of cases

the extent

quantifiable

  1. Litigation involving our Company

A.

Proceedings involving moral turpitude or criminal liability on our Company

10

Nil

B.

Proceedings involving material violations of statutory regulations by our Company

5

460.27#

C.

Matters involving economic offences where proceedings have been initiated against our

Nil

Nil

Company

D.

Other proceedings involving our Company which involve an amount exceeding the

7

USD 1.36

Materiality Threshold or are otherwise material in terms of the Materiality Policy, and

billion -

other pending matters which, if they result in an adverse outcome would materially and

USD 1.56

adversely affect the operations or the financial position of our Company

billion*

Total

22

₹ 460.27

crore along

with USD

1.36 billion -

USD 1.56

billion*

  1. Litigation involving our Subsidiaries

A.

Proceedings involving moral turpitude or criminal liability on our Subsidiaries

11

Nil

B.

Proceedings involving material violations of statutory regulations by our Subsidiaries

Nil

Nil

C.

Matters involving economic offences where proceedings have been initiated against our

Nil

Nil

Subsidiaries

D.

Other proceedings involving our Company which involve an amount exceeding the

Nil

Nil

Materiality Threshold or are otherwise material in terms of the Materiality Policy, and

other pending matters which, if they result in an adverse outcome would materially and

adversely affect the operations or the financial position of our Company

Total

11

Nil

  • This excludes interest at the rate of 12% per annum from November 29, 2007 through the date of payment on the amount of ₹ 447.27 crore as per the order dated March 24, 2017 passed by the Whole Time Member of SEBI, which order has been stayed by SAT. For details, see "Outstanding litigation and defaults - Litigation involving our Company - Proceedings involving material violations of statutory regulations by our Company" on page 254.

*This excludes our potential liability in respect of, or financial impact of our dispute with the Central Government in relation to alleged migration of gas, which is not determinable at this stage. For details, see "Outstanding litigation and defaults - Litigation involving our Company - Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold or are otherwise material in terms of the Materiality Policy, and other pending matters which, if they result in an adverse outcome would materially and adversely affect the operations or the financial position of our Company - Civil Proceedings" on page 257.

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Decisions in any of the aforesaid material outstanding legal proceedings or any other proceedings involving us or our Subsidiaries, adverse to our interests may have a material adverse effect on our business, financial condition, cash flows and results of operations. If the courts or tribunals rule against our Company or Subsidiaries, we may face monetary and/or reputational losses and may have to make provisions in our financial statements, which could increase our expenses and our liabilities. For details, see "Outstanding Litigation and Defaults" on page 252.

14. Changes in the exchange rate between the US Dollar and the Rupee may have a negative impact on our results of operations and financial condition.

Most of our revenue and costs are either linked to or denominated in US Dollars. We maintain our accounts and report our financial results in Indian Rupees. Further, we make substantial purchases of services and equipment in foreign currencies, and the prices of oil and gas are linked to the international prices of such products, which are traditionally denominated in US Dollars. As such, we are exposed to risks relating to exchange rate fluctuations, particularly US Dollars. We use various derivative instruments to manage the risks arising from fluctuations in exchange rates and interest rates. Unfavorable fluctuations in exchange rates, particularly between the US Dollar and the Indian Rupee, could have an adverse effect on our cash flows, results of operations and financial condition.

In addition, if there is a change in the relative value of the Indian Rupee to a foreign currency, each of the following values will also be affected: (i) the foreign currency equivalent of the Indian Rupee trading price of the Rights Equity Shares and Equity Shares in India; (ii) the foreign currency equivalent of the proceeds that you would receive upon the sale in India of any of the Rights Equity Shares and Equity Shares; and (iii) the foreign currency equivalent of cash dividends, if any, on the Rights Equity Shares and Equity Shares, which will be paid only in Indian Rupees. You may be unable to convert Indian Rupee proceeds into a foreign currency of your choice or the rate at which any such conversion could occur could fluctuate. In addition, our market valuation could be adversely affected by the devaluation of the Indian Rupee, if investors in jurisdictions outside India analyse our value based on the relevant foreign currency equivalent of our financial condition and results of operations.

15. We are dependent on our senior management, including our Promoter and a number of key personnel and the loss of, or our inability to attract or retain such persons could adversely affect our business, results of operations and financial condition.

Our performance depends significantly on our senior management, including our Promoter, who have several years of experience in the industries in which we operate and his contribution have been crucial to the growth of our business. We believe that the inputs and experience of our senior management and key managerial personnel are valuable for the development of business and operations and the strategic directions taken by our Company. We cannot assure you that we will be able to retain such persons or find adequate replacements in a timely manner, or at all. A limited number of persons exist with the requisite experience and skills to serve in our senior management positions. In addition, we may require a long period of time to hire and train replacement personnel when qualified personnel terminate their employment with our Company. We may also be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting employees that our business requires. Competition for qualified personnel with relevant industry expertise in India is intense and the loss of the services of our key personnel may adversely affect our business, results of operations and financial condition.

16. We have incurred indebtedness, and are required to service this debt and comply with its covenants based on documentation entered into with the lenders. Certain of our unsecured borrowings availed by us may be recalled by the lenders at any time. If we do not comply with covenants and conditions under our borrowing arrangements it could lead to termination of our credit facilities, accelerated repayment of all amounts due thereunder, enforcement of any security provided and the trigger of cross default provisions. Any of the above actions taken by the relevant lender could have a material adverse effect on our financial condition, results of operations and cash flows.

We have incurred indebtedness in connection with our operations and have indebtedness that is in relation to our shareholders' equity. As at March 31, 2020, our total borrowings (current and non-current borrowings including current maturities of non-current borrowings) amounted to ₹ 3,36,294 crore, on a consolidated basis.

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Further, we may incur additional indebtedness in the future, including indebtedness incurred to fund capital contributions to our Subsidiaries, subject to limitations imposed by our financing arrangements and applicable law. Although we believe that our current levels of cash flows from operations and working capital borrowings are sufficient to service existing debt, we may not be able to generate sufficient cash flow from operations in the future and future working capital borrowings may not be available in an amount sufficient to enable us to do so.

We have availed and may continue to avail unsecured borrowings that may be repayable on demand by the relevant lenders. As on March 31, 2020, our outstanding unsecured borrowings, current and non-current, (on a consolidated basis) amounted to 2,91,217 crore. In the event such lenders seek repayment of any of these loans, we would need to find alternative sources of financing, which may not be available on commercially reasonable terms, or at all. Any such unexpected demand for repayment may have an adverse effect on our business, cash flows and financial condition.

Our financing arrangements also require us to maintain certain financial ratios. If we are in breach of any financial or other covenants contained in any of our financing arrangements, we may be required to immediately repay the outstanding borrowings either in whole or in part, together with any related costs. Further, our financing arrangements may contain cross-default provisions, which could automatically trigger defaults under other financing arrangements, in turn magnifying the effect of an individual default.

If we fail to meet our debt service obligations or comply with the covenants provided under our financing arrangements, the relevant lenders could declare us to be in default under the terms of our arrangements or accelerate the maturity of our obligations. We cannot assure you that, in the event of any such acceleration, we will have sufficient resources to repay the borrowings. The occurrence of any such event could have an adverse effect on our business, results of operations and financial condition.

17. A failure of our internal controls over financial reporting may have an adverse effect on our business and results of operations.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes, including with respect to record keeping and transaction authorization. Because of our inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report its financial results accurately and in a timely manner, or to detect and prevent fraud.

18. Our contingent liabilities could adversely affect our financial condition if they materialize.

As at March 31, 2020, we had contingent liabilities and commitments amounting to ₹ 32,343 crores. For details in relation to our contingent liabilities and commitments as per Ind AS 37, see "Summary of Letter of Offer - Contingent Liabilities and Commitments of our Company" on page 21 and "Financial Statements" on page 128. If, for any reason, these contingent liabilities materialize, it would adversely affect our financial condition and results of operations.

19. We may not be able to adequately protect our intellectual property, which could harm the value of our brand and services and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We consider our brand and intellectual property to be one of our most valuable assets and we believe the strength of our brand gives us a competitive advantage. We use our intellectual property rights to protect the goodwill of our brand, promote our brand name, enhance our competitiveness and otherwise support our business goals and objectives. Our business is dependent upon successfully protecting our intellectual property, including but not limited to our trademarks, copyright and patents. As part of our efforts towards ensuring their protection, we have successfully registered several trademarks including the word mark 'Reliance' and its variations and formatives

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including its various logo marks such as. We do not have any control over the registration of a trademark and a pending mark may not be granted registration for various reasons including being descriptive, non-distinctive or similar to a prior trademark. Furthermore, a pending trademark may also be opposed by third parties that claim to have similar marks. Such actions are not within our control and can severely impact business and may result in requirement to undertake rebranding exercises, all of which result in additional costs for our Company and could also impact our reputation. A party could also proceed against a registered trademark and request for its cancellation on various grounds which include bad faith use and non-use for a period of five years from grant of registration.

Further, there is a possibility that registration of patents that we have applied for might not be granted, which could have an adverse effect on our business, prospect and results of operations. In the event that a prior patent exists, we may also be subject to patent infringement claims. We could also potentially face similar claims for design infringement in the event that we are using an industrial design that has already been registered by a third party.

While we have taken and will continue to take protective actions with respect to our intellectual property, these actions may not be sufficient to prevent, and we may not be aware of all incidents of, unauthorized usage or imitation by others. Moreover, other parties may challenge the validity, scope and protection of our intellectual property. Any such unauthorized usage or imitation of our intellectual property, including the costs related to enforcing our rights, could adversely affect our business and results of operations.

20. Adverse developments in the refining and petrochemical industry may be adversely affected by cyclical downturns, geopolitical environment, volatility in the prices and availability of crude oil and other feedstock which, may adversely affect our margins and results of operations and may have an adverse impact on our cash flow.

A significant portion of our revenue is attributable to sales of petroleum, crude oil, natural gas and petrochemical products in India, the prices of which are affected by worldwide prices of these commodities and products. Our Company's operations largely depend on the supply of crude oil, one of the principal raw materials for our business. In Fiscal 2020, our imports of crude oil amounted to ₹ 2,02,868 crore. Historically, the prices of feedstock and end products have been cyclical and sensitive to relative changes in supply and demand and general economic conditions. Average Brent Crude oil prices fell from USD 85.40/bbl in Fiscal 2017 to USD 67.32/bbl in Fiscal 2019. Crude oil prices have fallen substantially in the last few months, primarily as a result of the oil price fluctuations due to geo-political tensions, and the over-supply of oil as a result of demand side shock due to COVID-19 pandemic. We cannot predict the duration of these negative events and their ongoing impact on the oil prices.

Further, from time to time, the markets for our petroleum and petrochemical products have experienced periods of increased imports or capacity additions, which have also resulted in over-supply and consequent decline in product prices and margins in the domestic market. In such situations in the past, we have been forced to export these products. Exports may result in lower margins as export prices are lower than domestic prices. This is because domestic prices have historically been supported to a degree by the existence of import tariffs in the Indian market and the fact that, in exporting products, we face higher freight charges and tariffs imposed by other countries. The withdrawal or lessening of import tariffs in India would have an adverse effect on our margins and operating results. Any downturn resulting from existing or future excess industry capacity or otherwise may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Further, events, such as hostilities, strikes, natural disasters, protests and geo-political developments in petroleum- producing regions, domestic and foreign government regulations (including economic sanctions) and other events in countries where we source our crude oil from, could interrupt the supply of crude oil, which could have a material adverse effect on our business, financial condition and results of operations.

Our performance in the refining business is primarily affected by the relationship, or margin, between refined petroleum product prices and the prices for crude oil and other feedstock. The price of crude oil has been volatile, and is expected to continue to be volatile in near future. Specific factors that may affect our refining margins and financial performance include:

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  • Change in aggregate demand of crude oil and refined petroleum products, which is influenced by factors such as general economic conditions, weather patterns, including seasonal fluctuations, pandemics (such as COVID-19) and demand for specific products such as gasoline, diesel and jet fuel, which are themselves influenced by external factors beyond our control;
  • Reduction in the availability or increases in the cost of crude oil and other feedstock and associated transportation costs without corresponding increases in the price of refined products;
  • Increase in aggregate global refining capacity and the extent of growth in global refining capacity;
  • Global geo-political conditions, including political conditions in oil-producing regions, such as the Middle East and Latin America and price war between oil producing groups and nations;
  • Accidents, interruptions in transportation, inclement weather or other events that cause unscheduled shutdowns or otherwise adversely affect our plants, machinery, pipelines or equipment, or those of our suppliers or customers;
  • Changes in fuel specifications required by environmental and other laws and regulations in the target markets of India, the Asia-Pacific region and globally;
  • Changes in the domestic regulatory environment, with respect to import duties on crude, and excise and export duties on refined products;
  • Our ability to execute capital projects that may be developed in the future or to realize the benefits expected from those projects;
  • Continuous management and process innovation;
  • Price, availability and acceptance of substitute to petroleum products, such as biodiesel, electricity and other renewable energy sources;
  • Currency fluctuations; and
  • Significant loss of critical talent to run the refining business.

Currently, there is overcapacity in sections of the global petrochemicals industry, and particularly in the polyester chain, as capacity additions have outpaced demand growth. There can be no assurance that future growth in product demand will be sufficient to utilize current or additional capacity that is being built around the world. The global economic and political environment continues to be uncertain, adding to the volatility of product demand and raw material and energy costs, and may place pressure on our results of operations. As a result of excess industry capacity and weak demand for products, as well as rising energy costs and raw material prices, our operating income may decline or be volatile in the future.

21. Our capital expenditure plans are subject to risks. Our inability to obtain adequate financing to meet our liquidity and capital resource requirements may have an adverse effect on our results of operations.

Our Company and certain of our Subsidiaries, may require capital expenditure in order to implement our strategies. We have had, and expect to continue to have, substantial liquidity and capital resource requirements for meeting our working capital requirements as well as capital expenditures. We may be required to supplement our cash flow from operations with external sources of financing to meet these requirements. Our Company's capital expenditure (i.e., sum of net movement in gross block of property, plant and equipment; gross block of intangible assets; capital work in progress; intangible assets under development and capital advances) in Fiscal 2020 amounted to ₹ 80,513 crore.

33

Our Company's capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond its control, including cost overruns and/or delays in commencement of commercial production from a new project.

Therefore, our actual future capital expenditure and investments may differ significantly from our current planned amounts. In addition, we cannot assure you that we will be able to generate sufficient cash flow or that we will have access to sufficient external financing to continue our business activities at present levels. Such inability could result from, among other causes, a global financial and economic crisis, our then-current or prospective financial condition or results of operations or our inability for any reason (including reasons applicable to Indian companies generally) to issue securities in the capital markets. Our inability to obtain such financing on terms acceptable to us or at all, in the amounts necessary and at competitive rates may impair our business, results of operations, cash flows, financial condition and prospects.

22. Crude oil and natural gas reserve estimates involve some degree of uncertainty and may prove to be inaccurate over time or may not accurately reflect actual growth levels, or even if accurate, technical limitations may prevent us from retrieving these reserves. In addition, the actual size of deposits may differ materially from such estimates.

We have oil and gas assets at various locations including the KG-D6deep-water block ("KG-D6") and the coal bed methane blocks at Sohagpur, Madhya Pradesh. Evaluations of oil and gas reserves involve multiple uncertainties and require exploration and production companies to make extensive judgments as to future events based upon the information available. The estimate of the crude oil and natural gas reserves initially in place and further reserves and resources data are estimates based primarily on internal technical analyses prepared by us. Such estimates reflect our best judgement at the time of their preparation, based on geological and geophysical analyses and appraisal work, and may differ significantly from previous estimates, such as the estimates used in our governmental submissions in the past.

Crude oil and natural gas exploration and production activities are subject to various uncertainties, including those relating to the physical characteristics of crude oil and natural gas fields. These physical characteristics, including the proportion of reserves that can ultimately be produced, the rate of production and the costs of developing the fields, are difficult to estimate and, as a result, actual production capacities may be materially different from current estimates of reserves. Factors affecting our reserve estimates include: results of new production or drilling activities; changing assumptions regarding future performance of wells and surface facilities; field reviews; the addition of new reserves from discoveries or extensions of existing fields; the application of improved recovery techniques; and changed economic and regulatory conditions.

The reliability of reserve estimates depends on the quality and quantity of technical and economic data, the production performance of the fields, and consistency in oil and gas policies of the Government (particularly with respect to evaluation of reserve estimates), as well as the governments of other countries where we have operations. In addition, changes in the price of crude oil and natural gas may also materially adversely affect the estimates of our proved reserves, because the reserves are evaluated based on prices and costs as at the appraisal date.

The quantities of crude oil and natural gas that are ultimately recovered could be materially different from our reserve estimates, and downward revisions of such estimates could affect its results of operations and business plan. Published reserves estimates may also be subject to correction due to changes in the application of published rules and guidance.

Oil and gas reserves reporting requirements for filings with the US SEC are specified in Subpart 1200 of Regulation S-K under the US Securities Act ("Guide 2"). Our reporting policy is not, and is not required to be, derived from, or consistent with, Guide 2 and differs from Guide 2 in certain material respects. Our reserves may differ from those described herein if determined in accordance with Guide 2.

We can give no assurance that the reserves estimates upon which we had made investment decisions accurately reflect actual reserve levels, or even if accurate, that technical limitations will not prevent us from retrieving these reserves. Accordingly, investors should not rely on this data as the primary basis for their decision whether to invest in this Issue.

34

23. Hydrocarbon exploration is risky, capital intensive and may involve cost overruns that may adversely impact our business, financial condition and results of operations. We also have limited experience in developing oil and gas reserves which may affect our ability to successfully develop its reserves. Failure to discover, otherwise acquire or develop additional reserves, will result in a decline in the reserves within fields in production and under development, and production from these fields, materially from their current levels.

Finding oil and gas is an uncertainty in any exploration venture. Generally, only a few of the properties that are explored are ultimately developed into hydrocarbon producing fields. There is no assurance that hydrocarbons will be discovered or, even if discovered, that commercial quantities of hydrocarbons will be recovered from our existing or future fields and blocks.

In addition, the business of hydrocarbon exploration involves a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to prevent. These risks include, but are not limited to, encountering unusual or unexpected geological formations or hydro-dynamic conditions or pressures, change in seismic interpretation or characterization, unexpected reservoir behavior, unexpected or different fluids or fluid properties, premature decline of reservoir flow rates, uncontrollable flow of oil, natural gas or well fluids, equipment failures, extended interruptions due to, among others, inclement or adverse weather conditions, environmental hazards, industrial accidents, occupational and health hazards, mechanical and technical failures, explosions, pollution, oil seepage, industrial action and shortages of manpower necessary to implement our development plans. These risks and hazards could also result in damage to, or in the destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses, and possible legal liability as well as delays in other construction, fabrication, installation or commissioning activities. Some of these risks have also led our Company to de-emphasize our shale gas business in the USA.

Hydrocarbon exploration is also capital intensive and may have an impact on our financial information. Exploration and development of the existing assets and acquisition of new assets may be dependent upon our ability to obtain suitable financing or ability to generate sufficient cash from operations. There can be no assurance that such funding will be available and, if such funding is made available, that it will be offered on economical terms. Any of the foregoing may have a material adverse effect on our business, financial condition, cash flows and results of operations.

As at March 31, 2020, a major part of our oil and gas assets include the KG-D6 basin and two CBM blocks. In February 2020, the D1D3 field of the KG-D6 block ceased production and its wells were closed in a safe manner. The PSC for the Panna-Mukta block expired in December 21, 2019 and the assets have been handed over to the Government of India's nominee, Oil & Natural Gas Corporation Limited ("ONGC"). These reserves underlying our oil and gas assets have reduced and will reduce further as crude oil and natural gas continue to be extracted. Likewise, proved reserves in other fields in which we have an interest will also reduce as its extraction activities deplete existing reserves, and as reserves are depleted, the volume of production in the depleted fields generally declines as well.

In Fiscal 2020, our revenue and assets pertaining to our oil and gas segment (before inter-company elimination) was

  • 3,211 crore and ₹ 42,693 crore. This represents 0.52% and 3.66%, respectively, of our consolidated revenue from operations for the year ended March 31, 2020. However, if we are unsuccessful at finding or acquiring and developing additional assets holding proved reserves, we may not meet our production targets, and the total proved reserves in the fields in which we have an interest, and production from those fields, will continue to decline, which may adversely affect results of operations and financial condition.

While our Company has strong capabilities in offshore (deep-water) exploration and has built expertise in unconventional areas such as CBM, some of the projects that we are or may be developing are offshore and deep- water projects, where environmental conditions are challenging, the data available is limited and exploration and development costs can be high. Our management team has relatively limited experience in such development activities. In addition, our offshore and deep-water projects require the use of high-resolution surveys and infrastructure for interpretation and involve greater exploration expenditures than onshore exploration practices. We have limited experience in deep-water exploration, which is a particularly high-risk and capital-intensive activity.

35

Further, the deep-water operations generally lack the physical service infrastructure present at onshore developments. As a result, a significant amount of time may pass between a deep-water discovery and the commercial production of the associated oil or gas, increasing both the financial and operational risk involved in such operations. As a consequence of the lack of, and the high cost of, infrastructure, some reserve discoveries may never be capable of being produced economically. If we are unable to develop its offshore and deep-water projects economically or in a timely manner, or at all, our business, financial condition, cash flows and results of operations may be adversely affected.

24. Our development and production operations are subject to various risks and natural disasters and resulting losses may cause material liabilities that are not covered by insurance. Further, the areas in which our principal facilities are located have experienced severe natural disasters in the past, and the occurrence of any further natural disasters in these areas could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Production of oil and natural gas is hazardous, and man-made and natural disasters, operator error or other accidents can result in oil spills, blow-outs, fires, equipment failure and loss of well control, which can result in the suspension of drilling operations, injure or kill people, damage or destroy wells and production facilities and damage property and the environment. Offshore operations are subject to adverse weather conditions and vessel collisions, as well as interruptions or termination by governmental authorities based on environmental and other governmental considerations. Gujarat in India, where our refinery and petrochemicals complex is located, has experienced severe earthquakes and cyclones in the past. Andhra Pradesh, where our onshore gas processing and terminal facility is located, and the east coast of India, where our offshore oil and gas production are located, have also experienced severe cyclones, tsunamis and extreme weather conditions in the past. The events relating to the Deepwater Horizon oil spill in the Gulf of Mexico during 2010 illustrate the magnitude of the operational risks inherent in oil and gas exploration and production activities, as well as the potential to incur substantial financial liabilities if those risks are not effectively managed. Such incidents have resulted or may, in the future, result in liabilities under, and changes to environmental and other laws and regulations, which could result in operational delays and have the effect of increasing the cost of, and reducing available opportunities for, offshore exploration and production. Operational and other failures can also have a significant effect on an oil and gas company's reputation.

Our operations depend upon our ability to protect our principal production facilities against damage from fire, earthquakes, floods, storms, power loss and similar events and to construct facilities that are not vulnerable to the effects of such events. For instance, in November 2018, a fire broke out in the 'PBR2' plant of our Vadodara complex where three contract workers succumbed to injuries caused due to such fire. Further, in June 2019, a minor fire occurred in linear alkyl-benzene plant at Patalganaga while restarting the plant from a routine maintenance shutdown. The occurrence of such events or accidents may also have reputational consequences and affect our ability to conduct our business in the affected areas in the future. Additionally, the occurrence of a natural disaster or other unanticipated problems at our facilities or work sites could cause interruptions in the normal operation of our principal production facilities. Any damage or failure that causes interruptions to operations of the principal production facilities may have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, our operations are subject to certain risks generally associated with oil and gas, petroleum refining and petrochemicals operations and the related receipt, distribution, storage and transportation of feedstocks, products and wastes. These risks are particularly significant for us, as most of our operations are integrated and interdependent. These risks include certain production, equipment and transportation risks, such as:

  • the risks of explosions in oil and gas pipelines, refineries, plants, drilling wells and other facilities;
  • natural or geological disasters;
  • fires, accidents and mechanical failures;
  • suspension of refinery operations for scheduled and unscheduled maintenance and repairs;
  • spills, leaks and other releases of oil, natural gas and other hazardous materials;

36

  • impact on marine biodiversity from offshore and coastal operations and tankers;
  • unexpected geological formations or pressures resulting in blow-outs (sudden, violent explosions of oil, natural gas or water from a drilling well, followed by an uncontrolled flow from the well) or cratering (the caving in and collapse of the earth's structure around a blown-out well);
  • collapsed holes, particularly in horizontal well bores; and
  • sabotage and terrorism risks.

The occurrence of any of these events or other accidents could result in personal injuries, loss of life, environmental damage with the resulting containment, clean up and repair expenses, equipment damage and damage to our facilities and the imposition of civil and criminal liabilities. A shutdown of the affected facilities could disrupt our production and significantly increase its production costs. This risk is particularly significant for us due to the importance of the operations that are conducted at a single location in Jamnagar and our reliance on a single pipeline to transport gas from our assets at the KG-D6 basin. For details, see "- Internal Risks - Our ability to sell gas and/or receive market prices may be adversely affected by pipeline capacity constraints and various transportation interruptions."

While we maintain insurance coverage for a range of onshore and offshore risks, the insurance policies may not cover all liabilities and insurance may not be available for all risks or on commercially reasonable terms. We may also be unable to successfully assert our claims for any liability or loss under such insurance policies. There can be no assurance that accidents or acts of terror will not occur in the future, that insurance will adequately cover the entire scope or extent of our losses or that we may not be found directly liable in connection with claims arising from these and other events. The occurrence of any of these events may have a material adverse effect on our business, cash flows, financial condition and results of operations.

In addition, our policy of covering third-party risks through contractual limitations of liability, indemnities and insurance may not always be effective. Our third-party contractors may not have adequate financial resources to meet their indemnity obligations to us and may derive from risks not addressed in our indemnity agreements or insurance policies.

Our operations depend upon our ability to protect our principal production facilities against damage from fire, earthquakes, floods, storms, power loss and similar events and to construct facilities that are not vulnerable to the effects of such events. The occurrence of a natural disaster or other unanticipated problems at our facilities or work sites could cause interruptions in the normal operation of our principal production facilities. Any damage or failure that causes interruptions to operations of the principal production facilities may have a material adverse effect on our business, financial condition, cash flows and results of operations.

25. The oil and natural gas industry in India is highly competitive.

The oil and natural gas industry in India is highly competitive. We compete principally with leading Government- controlled companies engaged in oil and natural gas exploration and production, as well as private sector Indian companies and international oil and gas companies. Some of our competitors are well capitalized and have Government shareholding and therefore they may be able to compete more effectively than us.

The key activities in which we face, or may face, competition are:

  • acquisition of exploration and production licenses at auctions or sales run by the Government, particularly in the OALP rounds;
  • joint ventures and other types of strategic relationships with companies that may already own exploration licenses or existing hydrocarbon producing assets in India;
  • engagement of leading third-party service providers;

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  • purchase of capital equipment;
  • employment of qualified and experienced staff; and
  • access to offtake arrangements.

In addition, the continued deregulation and liberalization of industries in India, combined with reductions in customs duties and import tariffs, could lead to increased competition from international companies in our domestic market, which may have a material adverse effect on our business, financial condition and results of operations.

We also face significant competition in the development of innovative products and solutions, including the development of new technologies for its core upstream and downstream businesses. In addition, other competitive sources of energy are expected to become available in the future. Accordingly, we expect competition in the oil and gas and refining industries to increase, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The petro retail business in India is dominated by public sector units ("PSUs") with limited private sector presence. PSUs are price-makers in the Indian market and private sector players must match the PSUs' pricing to remain competitive. PSU retailers might attempt to price out the private players in the market through extended discounts in particular in key rural markets which may result in our Company losing market share.

26. We are subject to extensive government regulation in India and other countries in which we operate. Non- compliance with and changes in, safety, health and environmental laws and other applicable regulations may adversely affect our business, results of operations and financial condition.

Our operations, including exploration of oil and gas, the operation of a refinery and petrochemical plants, the distribution of petroleum, petrochemical products and the related production of by-products and wastes entail environmental risks. We are subject to extensive laws and regulations including those relating to worker health and safety and environmental laws and regulations concerning land use, air emissions, discharge of hazardous materials into the environment, waste materials and abandonment of installations or otherwise relating to the protection of the environment in connection with our operations, including the design and operation of our upstream and downstream oil and gas facilities in India and the other countries in which we operate, transact business or have interests. Numerous government agencies and departments, and legislative bodies, issue laws, rules, ordinances and regulations, which are often difficult and costly to comply with and which carry substantial penalties for non- compliance. In the ordinary course of business, we are subject to environmental inspections and monitoring by government enforcement authorities. We may incur substantial costs, including fines, damages and criminal or civil sanctions, or experience interruptions or suspensions in our operations for actual or alleged violations arising under applicable environmental laws.

Our operations involve the generation, use, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. From time to time, these operations may result in violations and liabilities under environmental laws and regulations, including those related to spills or other releases of hazardous substances into the environment. In the event of such an incident, we could incur material costs as a result of addressing the impact thereof and implementing measures to prevent such incidents. Changes in regulations and environmental, health and safety laws and regulations, or their interpretation, may require us to incur significant unforeseen expenditures to comply with such requirements, add significantly to operating costs, or significantly limit or delay drilling activity. For example, following the fire and explosion onboard the semi-submersible drilling rig Deepwater Horizon leading to the oil spill affecting the Gulf of Mexico during 2010, the Bureau of Ocean Energy Management, Regulation and Enforcement ("BOEMRE") of the US Department of Interior ("DOI") implemented a moratorium on deep-water drilling operations. Although this moratorium has been lifted, the DOI and the BOEMRE (as well as the two successor agencies of the BOEMRE, the Bureau of Safety and Environmental Enforcement ("BSEE") and the Bureau of Ocean Energy Management ("BOEM")) have also implemented, and the DOI, BSEE and BOEM are expected to issue further, new safety and environmental regulations, guidance and clarifications for the Gulf of Mexico and potentially for other geographic regions, and may take other steps that could increase the costs of exploration and production, reduce the area of operations and result in delays in obtaining, or the inability to obtain,

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the required permits. This incident could also result in drilling suspensions or other regulatory initiatives in other areas of the United States and it is possible that similar measures may be implemented outside the United States as a result of the Deepwater Horizon or similar future incidents. Such initiatives and changes in regions where we operate may have an adverse effect on our business, financial condition, cash flows and results of operations.

In addition, our production facilities and operations require numerous governmental permits and approvals that are subject to renewal, modification and, in some circumstances, revocation. Violations of, or the inability to obtain, such permits or approvals can also result in restrictions to, or prohibitions on, refinery, plant or other operations, substantial fines and civil or criminal sanctions. If the authorities require us to shut down all or a portion of a refinery, plant or other operations or to implement costly compliance measures, whether pursuant to existing or new laws and regulations, such measures could have an adverse effect on our business, financial condition, cash flows and results of operations.

If we fail to meet environmental requirements or have a major accident or disaster, it may also be subject to administrative, civil and criminal proceedings by governmental authorities, as well as civil proceedings by environmental groups and other individuals, which could result in substantial fines, penalties and damages against us as well as orders that could limit or halt or even cause closure of our operations, any of which may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Further, the adoption of new safety, health and environmental laws and regulations, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments in the future may require that we make additional capital expenditures or incur additional operating expenses in order to maintain our current or future operations or take other actions that could have a material adverse effect on our financial condition, results of operations and cash flow. The measures we implement to comply with these new laws and regulations may not be deemed sufficient by governmental authorities, and compliance costs may significantly exceed our current estimates. We cannot predict what additional environmental, health and safety laws or regulations will be enacted in the future or the potential effects on its financial position and results of operations, and potentially significant expenditures could be necessary in order to comply with future environmental, health and safety laws and regulations. Also, such capital expenditures and operating expenses relating to environmental, health and safety matters will be subject to evolving regulatory requirements and will depend on the timing of the promulgation and enforcement of specific standards which impose requirements on our operations. Accordingly, we cannot assure you that we will not be subject to stricter enforcement or interpretation of existing environmental, health and safety laws and regulations, or that such laws and regulations will not become more stringent in the future.

27. The sale of gas produced from the NELP/OALP blocks is regulated by the gas utilization policy adopted by the Government and may impact our ability to realize the market price of gas and may have an adverse impact on our financial results.

According to the 'BP Statistical Review of World Energy' report prepared by the BP group in 2019 ("BP Statistical Review of World Energy 2019"), gas accounts for approximately 6% of India's energy consumption. This is modest by international norms since the global average mix of gas is approximately 24% according to BP Statistical Review of World Energy 2019. According to the 'International Energy Outlook' report prepared by U.S. Energy Information Administration in 2019 ("International Energy Outlook 2019"), India's natural gas consumption is expected to increase by more than 250% from 2018 through 2050.

Under the contracts signed with the Government of India in respect of its blocks, we are required to sell all gas produced at arm's-length prices for the benefit of the parties to the contract.

In March 2016, the Government of India introduced guidelines which allowed marketing and pricing freedom in respect of commercial natural gas production with effect from January 1, 2016 from deep-water, ultra deep-water and high pressure-high temperature discoveries, subject to a ceiling price determined on the basis of the landed price of alternative fuels. However, in June 2017, the Government issued certain guidelines for discovery of market price through a transparent competitive bidding process. Similarly, in April 2017 the Government of India introduced the Policy Framework for Early Monetization of Coal Bed Methane, which provides marketing and pricing freedom for CBM.

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The Government's policy interventions from time to time impact our ability to realize the market price of gas, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

28. We are required to seek the approval of the Government for certain decisions under its PSCs, which may limit our ability to take certain actions under those contracts.

The upstream segment of the Indian oil and gas industry is highly regulated and requires us to obtain several consents and approvals from the Government at various stages of exploration, development and production under the NELP/OALP PSC. The PSC requires us to obtain authorizations and approvals from the Government, the operating committee (represented by constituents of the contractor under the PSC) and the management committee (represented by the contractor parties and the Government). While the PSC has well-defined procedures and timelines for obtaining such approvals, any delays in the receipt of critical approvals from the Government of India will limit our ability to take certain actions under those contracts or may cause a delay in taking such actions, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

29. Demand for natural gas may occur at a slower pace than our expectation, which could adversely affect our growth.

Over the past few years, demand for energy has risen in India along with India's economic growth. Coal has been the dominant fuel in the Indian energy sector, representing approximately 56% of the total primary energy consumption in 2018. Oil's share of the energy mix represents approximately 30% of the total primary energy consumption in 2018 in India. However, gas's share is approximately 6% in 2018. (Data Source: BP Statistical Review of World Energy 2019).

The rate of growth of India's economy and of the demand for energy in India may slow down significantly or turn negative, including as a result of the COVID-19 pandemic. During periods of robust economic growth, energy demand may grow at rates as great as, or even greater than, that of the gross domestic product ("GDP"). On the other hand, during periods of slow or no growth, such demand may exhibit slow or negative growth.

In addition, our expansion of natural gas production in India may remain constrained due to delay in development and implementation of natural gas transmission infrastructure and an underdeveloped natural gas market.

Development of the natural gas market depends on the establishment of long-term natural gas supply contracts with natural gas consumers, the construction of transmission and supply pipelines and other infrastructure, and growth in demand from large end users. In the event that there is no significant price differential between natural gas and alternate fuels, new major industrial customers may choose to consume alternative fuels. In the event our expectations and actual demand for natural gas do not match, there could be an adverse affect on business and our growth.

30. Some of our international business interests are located in politically and economically unstable areas, which create security risks that may disrupt our operations.

We derive a significant portion of our revenues from sales outside India. In Fiscal 2020, our segment revenue - external turnover from outside India was ₹ 2,97,404 crore, which is 45.12% of our Value of Sales & Services (Revenue). Increasing instability in already-fragile oil producing countries such as Iran, Iraq, Libya, Russia, and Venezuela continue to cast a global economic shadow.

We have or may in the future have interests in countries and regions that have experienced instability in the recent past, or may experience instability in the future, which may have an adverse effect on our operations within these countries and regions. We may also acquire new exploration or production acreage in these or other countries and regions that are subject to instability or have underdeveloped infrastructure to support our operations, as compared to India. The oil and gas industry has, in the past, been subjected to regulation and intervention by governments around the world, including in the countries and regions in which we operate, relating to matters such as environmental protection, controls, restrictions on production and trade, and potentially, nationalization, expropriation or cancellation of contract rights, as well as restrictions imposed by other governments on entities conducting business in such countries and regions including adjusting foreign ownership rules to guarantee that

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domestic corporations gain an interest. In the event that such adverse events, which are beyond our control, occur in the areas of our operations overseas, contractual provisions and bilateral agreements between countries may not be sufficient to safeguard our interests, and our operations in those areas may be adversely affected. Our financial condition and results of operations are expected to be increasingly affected by international and local political, economic and operating conditions in or affecting countries where we operate, transact business or have interests.

31. Our ability to sell gas and/or receive market prices may be adversely affected by pipeline capacity constraints and various transportation interruptions.

Our ability to exploit, in a cost-effective manner, any reserves discovered will depend upon, among other things, the availability of necessary infrastructure to transport oil and gas to potential buyers at commercially acceptable prices. Oil is usually transported by pipelines to refineries, and gas is usually transported by pipelines to end users and gas distribution companies. Although sufficient spare pipeline capacity exists in the country for transportation of gas, there can be no assurance that we will be successful in our efforts to arrange suitable infrastructure for cost-effective transportation of our gas and oil production.

We have based our estimated production forecast from KG-D6 on the assumption that the transmission pipeline infrastructure with sufficient capacity will continue to be available. Oil and gas pipelines require regular upgrades and maintenance to remain operational. Additionally, oil pipelines require regular upgrades and maintenance to remain operational. Additionally, the pipeline traverses difficult terrain and could be subject to acts of destruction resulting from insurgency, terrorism and civil strife in the regions through which it passes. In the event of an interruption, we may need to use other third-party pipelines, which may have a limited capacity to accommodate our projected gas production volumes. Therefore, a significant interruption in gas transportation infrastructure may have an adverse effect on our business, cash flows, financial condition and results of operations.

Further, in the event of any interruption or disruption of supply of gas using our pipelines, which require regular upgrades and maintenance to remain operational, our Company may not be able to find a substitute means to supply gas to the end consumers and this may have an adverse effect on our business, financial condition, cash flows and results of operations.

32. We are dependent on third party service providers for certain of our key operational requirements, such as power, port and marine infrastructure, as well as storage and transportation at our principal facilities.

We are currently dependent on certain service providers for specialized services such as power, port and marine infrastructure as well as transportation and logistics infrastructure required for our various operational requirements in relation to our refinery and petrochemical businesses.

Our ability to continue to use the port and related facilities at Jamnagar managed by Reliance Ports and Terminals Private Limited, through which we receive crude oil and evacuate petroleum and petrochemical products, is critical to our business. Any damage to or interruption in the usage of such infrastructure could interrupt the supply of crude oil and the evacuation of our petroleum products. Such damage or blockage could result from a variety of factors, including natural disasters, ship accidents, deliberate attacks on pipelines or operating problems.

If one or more of such events were to occur, it could have a material adverse effect on our business, financial condition and results of operations, including the temporary or permanent cessation of certain operations.

33. We may be affected by labour unrest at our plants and facilities.

As at March 31, 2020, we had approximately 35,500 personnel at our plants and facilities. We cannot assure you that our relations with our personnel at manufacturing facilities shall remain cordial at all times and that there will be no events of labour unrest such as strikes and work stoppages in the future on account of various demands such as increase in wage and better working conditions. Presently, our Company has 17 trade unions at five sites. Any disagreements with the trade union of which certain of our personnel at manufacturing facilities are members, could disrupt our operations, including functioning of our manufacturing facilities. Any labour disruptions may adversely affect our operations by delaying or slowing down our production, business operations, increasing our cost of production or even halting a portion of our production. This may also lead to missing of sales commitments, hurting

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our relationships with customers and disrupt supply chain, which would adversely affect our business, results of operations, cash flows and financial condition.

34. We are exposed to risks associated with impairment of assets in relation to our United States shale gas business.

Shale gas industry is exposed to volatility of oil and gas prices and to changes in cost structure. Adverse movement in commodity prices or in cost structures exposes our United States shale gas business to risks associated with impairment of assets. Various uncertainties, including deterioration in global economic conditions that result in upward changes in cost of capital, downward changes in oil or gas prices, increases in cost of drilling and completion of such assets and the occurrence of natural disasters that impact our assets, could impact expected cash flows to be generated by such assets, and may result in impairment of these assets in the future. Adverse effects in our shale gas business in the United States, results of operations or financial condition may have an adverse effect on our business, cash flows, results of operations or financial condition.

35. Our ability to pay dividends in the future will depend on our future earnings, cash flows, working capital requirements, capital expenditures and financial condition. Investors of Rights Equity Shares are only entitled to dividend in proportion to the amount paid up and the voting rights (exercisable on a poll by investors) shall also be proportional to such investor's share of the paid-up equity capital of our Company.

Our Board has recommended dividend in respect of profits arising in Fiscal 2020, subject to approval of our shareholders. However, the amount of our future dividend payments, if any, will depend on various factors such as our future earnings, cash flows, financial condition, working capital requirements, capital expenditures and in accordance with applicable laws. We may decide to retain all of our earnings to finance the development and expansion of our business and, therefore, may not declare dividends on the Equity Shares. Additionally, in the future, we may be restricted by the terms of our financing agreements in making dividend payments unless otherwise agreed with our lenders. The amounts paid as dividends in the past are not necessarily indicative of our Company's dividend policy or the dividend amounts, if any, in the future. There is no guarantee that any dividends will be declared or paid or that the amount thereof will not be decreased in the future.

Further, with respect to the present Issue, investors are only entitled to dividend in proportion to the amount paid up and the voting rights (exercisable on a poll by investors) shall also be proportional to such investor's share of the paid-up equity capital of our Company.

36. We have and may continue to invest significant amounts in our digital services business through JPL and RJIL, our Subsidiaries, and there can be no assurances as to the timing and amount of returns that we may receive on such investments, if any.

We have made and may continue to make certain capital investments, loans, advances and other commitments to support JPL and RJIL and their respective digital services businesses. If the business and operations of JPL or RJIL deteriorate or the benefits we expect to realize from our investments in JPL or RJIL fail to materialize, we may be required to write down or write off investments or make further capital injections, and we may not have or be able to obtain the funds for such further capital injections. Additionally, certain loans or advances may not be repaid or may need to be restructured. Adverse effects on JPL's or RJIL's businesses, results of operations or financial condition may have an adverse effect on our business, cash flows, results of operations or financial condition.

37. Complexities associated with evolving new technologies present substantial risk. The failure of RJIL's service offering to meet customer expectations in the evolving technology landscape could limit RJIL's ability to attract new customers and/or retain existing customers and could have an adverse effect on RJIL's business, cash flows, financial condition or results of operations.

We through our subsidiary, RJIL, have built an all-IP telecommunications network using 4G LTE technology.

Complexities associated with deploying this technology, infrastructure and personnel at scale present substantial risk to RJIL's business. The network, personnel and infrastructure RJIL relies upon to provide 4G LTE services may not perform as expected, and, therefore, RJIL may not be able to deliver the quality or types of services it expects to

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provide. Any resulting customer dissatisfaction could affect RJIL's ability to attract and retain subscribers and have an adverse effect on RJIL's results of operations and growth prospects.

In addition, the continuing level of customer demand for RJIL's 4G LTE networks and products is uncertain, and customer acceptance of RJIL's digital services could be impacted by factors such as the range of devices and services offered, the availability of affordable 4G LTE-compatible devices, service content, footprint and service areas, network quality, customer perceptions, customer care levels and rate plans, quality, reliability and coverage of RJIL's networks, as well as macro-economic factors. RJIL had announced new tariff plans with effect from December 6, 2019, which are priced higher than its prior tariff plans.

RJIL may have difficulty attracting new and retaining existing customers if it is unable to meet customer expectations or if it is otherwise unable to resolve quality issues relating to its networks. Any of these issues may limit RJIL's ability to attract customers and expand its network capacity and may otherwise place RJIL at a competitive disadvantage to other service providers in its markets.

38. The digital services business is capital-intensive and RJIL may require additional debt or equity financing from time to time. We cannot guarantee that RJIL will be able to raise such financing on acceptable terms, or at all.

The digital services business is capital intensive. The actual amount and timing of future capital requirements may differ from estimates for reasons such as unforeseen delays or cost overruns in establishing, expanding or upgrading RJIL's networks and infrastructure, unanticipated expenses and responding to regulatory changes and engineering, design and technological changes, migration to 5G technology, among other things. RJIL may also require significant amount of capital to further develop, market and distribute its services and products, to acquire spectrum rights or for new digital initiatives.

To the extent that RJIL's capital requirements exceed available resources, RJIL will be required to seek additional debt and/or equity financing. In the event RJIL is unable to secure debt financing at favourable terms to fund its expansion plans then it may significantly and materially impact RJIL's ability to compete effectively in the industry. In the event RJIL raises capital in the form of equity issuance to third parties, we cannot guarantee that such an equity raise would be on such terms or valuation as may be favourable to our Company. In the event RJIL is unable to secure debt or equity financing at favourable terms or is unable to secure debt or equity financing at all, then it would materially and adversely impact the results of operations and financial condition of RJIL.

39. Our Company and RJIL have entered into agreements with the certain special purpose vehicles which are currently held by infrastructure investment trusts registered with SEBI. Failure to make contractual payments under these agreements may adversely impact our business and cash flows.

Our Company has entered a long-term agreement with a special purpose vehicle which currently owns and operates a cross-country natural gas pipeline, pursuant to which our Company has reserved transportation, storage and other capacity in such pipeline. Such SPV is held by an infrastructure investment trust which is sponsored by the Brookfield group, namely India Infrastructure Trust. Further, with effect from March 31, 2019, the passive infrastructure, tower and optic fiber assets of RJIL were demerged into two separate SPVs. RJIL has entered into separate long-term agreements with each such SPV for the use of tower and fiber assets. Both such SPVs are currently held by two separate infrastructure investment trusts registered with SEBI, namely, the Tower Infrastructure Trust and Digital Fibre Infrastructure Trust. RJIL relies on these SPVs for its core telecommunication service offering as well as for its digital service offerings.

Our Company and RJIL are required to make contractual payments under the respective agreements. Any default by our Company or RJIL under the respective terms of the agreements with the aforementioned SPVs may lead to premature termination of the agreements adversely impacting our ability to conduct business which may affect our/RJIL's results of operations, cash flows, etc. Such payment defaults may also expose us to liabilities arising from the clauses for contractual breach which include payment of certain amounts to the relevant SPV equivalent to amounts repayable by such SPV to the infrastructure investment trust as well as may trigger the put option available with the infrastructure investment trust which is exercisable against our Company or any other affiliate of the Reliance group (as nominated by us).

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Accordingly, non-payments under such agreements may adversely impact our as well as RJIL's business, results of operations, cash flows, etc.

40. We are exposed to risks associated with the suppliers from whom our products are sourced, and risks associated with the safety of such products.

JPL and RJIL are committed to ensuring that all dealings with suppliers, from selection and consultation through to contracting and payment, are conducted in accordance with their code of conduct and ethical policies. The failure of one of these suppliers to meet its obligations could cause significant harm to the businesses of JPL and RJIL. These companies try to evaluate and respond to any associated risks where geo-political and market forces could impact their suppliers' ability to support. While the size of the impact from a supplier failure can vary, all supplier failures typically result in an increased cost to business and have the potential to adversely impact customer service and brand, which could in turn materially and adversely affect our business and prospects.

41. It is possible that other telecom companies are able to acquire spectrum at cheaper prices in future spectrum auctions.

RJIL has acquired spectrum in the spectrum auction processes conducted by the DoT. It is possible that future auctions may have simpler rules or the auction determined prices may be significantly below the prices at which RJIL has acquired its spectrum. Other telecom companies may therefore be able to acquire spectrum at cheaper prices, thereby reducing their costs and enabling them to compete through tariff reductions. This may have an adverse effect on RJIL's business, cash flows, results of operations and financial condition.

42. Intense competition in the Indian telecommunications sector may adversely affect RJIL's business.

The Indian telecommunication industry for broadband internet and mobile and digital services is highly competitive, and from the commencement of its telecommunications operations, RJIL has faced significant competition from other companies.

Competition in the Indian telecommunications industry is high due to deregulation resulting in significant consolidation within the industry, and RJIL expects the level and intensity of competition to continue to increase from both existing competitors and new market entrants (both foreign and domestic). Additionally, due to advances in technology, influx of new market entrants and strategic alliances and cooperative relationships among industry participants, RJIL, along with its competitors, may be subject to competition from providers of new telecommunication services as well as with providers of interconnection and roaming services. Increased competition may affect RJIL's subscriber growth and profitability by causing both a decrease in tariff rate and average revenue per user as well as an increase in customer churn and selling and promotional expenses.

While RJIL has expended significant resources and made substantial investments to deploy its 4G LTE network, there may be certain technological developments which may require additional investment into the network. There may be other evolving technologies that may have advantages over RJIL's current or planned technology. Operators of other networks may be able to take advantage of such competing technologies to deploy alternative technologies at a lower cost and more quickly than the cost and speed with which RJIL rolls out its 4G LTE network. This may allow such operators to compete more effectively, or may require RJIL to expend further resources to deploy more advanced technologies.

If RJIL is not able to successfully compete in its markets, this could have a material adverse effect on its business, cash flows, results of operations and financial condition.

43. RJIL's infrastructure, including its network equipment and systems are vulnerable to natural disasters, security risks and other events that may disrupt its services and could affect its business, financial condition, cash flows and results of operations.

RJIL's business depends on providing subscribers with service reliability, network capacity and data security. The delivery of RJIL's services, however, may be subject to disruptions resulting from numerous factors, including component failure, theft of fiber or cable and equipment, fire, explosion, flood, power failure, overheating or

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extreme cold, problems encountered during upgrades and major changes, leakage of customer data, the failure of key suppliers, signal jamming, acts of terrorism and vandalism, system failures and breaches of network or information technology security. RJIL's tower assets are presently housed in the infrastructure investment trust established for this purpose.

RJIL may not have insurance against all of these contingencies, or its insurance may not be adequate to cover all losses from these events. If any of these events were to occur, it could cause limited or severe service disruption which could result in subscriber dissatisfaction, regulatory penalties or reduced revenues. In addition, RJIL relies on manufacturers of telecommunications equipment for continued maintenance service and supply, and continued cooperation on the part of these manufacturers is important for RJIL to maintain its operations without disruption (See also "-44.RJIL relies on third parties for providing passive infrastructure and services which is critical for its operations."). Any interruption of services could harm RJIL's business reputation and reduce the confidence of its subscribers and consequently impair RJIL's ability to obtain and retain subscribers and could lead to a violation of the terms of RJIL's various licenses, each of which could materially or adversely affect its business, cash flows, results of operations and financial condition.

Also, RJIL's operations are dependent on various information technology systems and applications which may not be adequately supported by a robust business continuity plan, which could seriously impact RJIL's business in the event of a disaster of any nature. A cyber-security incident or logical attack could also trigger service interruption. A breach of RJIL's security, compromise of data or resilience affecting its operations, or those of RJIL's customers, could lead to an extended interruption to its services as well as loss of subscriber information and other confidential data. The impact of such a failure could include immediate financial losses due to fraud and theft, termination of contracts, immediate loss of revenue where orders and invoices cannot be processed, contractual penalties, lost productivity and unplanned costs of restoration and improvement. Additionally, reputational damage may arise, undermining market confidence and jeopardizing future revenues.

44. RJIL relies on third parties for providing passive infrastructure and services which is critical for its operations.

RJIL under a scheme of arrangement demerged its optic fibre cable undertaking and ancillary and support services to Jio Digital Fibre Private Limited and transferred its tower infrastructure undertaking and ancillary and support services to Reliance Jio Infratel Private Limited. RJIL has entered into long term master service agreements with each of Jio Digital Fibre Private Limited and Reliance Jio Infratel Private Limited in terms of which, Jio Digital Fibre Private Limited and Reliance Jio Infratel Private Limited shall provide critical infrastructure support to RJIL.

In the event either of Jio Digital Fibre Private Limited and Reliance Jio Infratel Private Limited fail to meet their obligations under these master service agreements or fail to meet the service level requirements thereunder it may materially and adversely impact the operations and consequently the financial condition of RJIL.

45. Actual or perceived health risks or other problems relating to exposure to electromagnetic fields ("EMF"), mobile handsets or transmission and / or network infrastructure could lead to litigation or decreased mobile communications usage.

Concerns have been raised regarding the possible health risks linked to exposure to EMF from telecommunications equipment, with some consumers filing litigation proceedings and matters pending in courts. Although the health authorities have until now found no health risks below the limits recommended by the specialist international committees, RJIL cannot rule out that exposure to electromagnetic fields or other emissions originating from wireless handsets or transmission infrastructure will not be found to be, a health risk. Likewise, RJIL cannot predict the conclusions of future scientific research or studies by international organizations and scientific committees or the view taken by the courts. If, as a result of perceived or actual health risks or other problems relating to EMFs, customers limit or cease their usage of wireless handsets and other transmission infrastructure or lead to increased regulation of the industry, it could have a material adverse effect on RJIL's business, results of operations and financial condition.

46. Compliance with subscriber verification norms, know your client ("KYC") regulations and data privacy norms may require RJIL to incur significant expenditure, which may adversely impact its financial

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condition and cash flows.

Regulators are introducing stringent subscriber verification and KYC guidelines, including biometric verification and quality of KYC documents. RJIL is required to comply with KYC requirements and processes in relation to our customers as per applicable Indian law. If RJIL is unable to develop, maintain and update customer information in accordance with applicable KYC norms or are unable to prevent the misuse of RJIL's services, RJIL may be held liable for non-compliance with governmental regulations. In a judgment in August 2017, the Supreme Court upheld the constitutional validity of 'Aadhaar' and has simultaneously restricted its use by private entities for verification of the identity of the mobile phone users and limited the use of Aadhaar for social welfare schemes of GoI. RJIL had built their electronic KYC authentication systems around the biometric database of Aadhaar. Restrictions on usage of Aadhaar by the Supreme Court has led to RJIL requiring to revamp and rework the process and infrastructure for verification of customers for ensuring KYC compliance, from online verification system based on Aadhaar to the alternate modes of verification, which has had substantial cost implications on our business and operations. Alternate mode of KYC verification could be expensive, time consuming and onerous for RJIL for the compliance with data privacy norms.

RJIL is subject to data privacy laws, rules and regulations that regulate the use of customer data. Compliance with these laws, rules and regulations may restrict our business activities, require us to incur increased expense and devote considerable time to compliance efforts. The existing data privacy regulations limit the extent to which RJIL can use personal identifiable information and limit our ability to use third-party firms in connection with customer data. Certain of these laws, rules and regulations are relatively new and their interpretation and application remain uncertain. Data privacy laws, rules and regulations are also subject to change and may become more restrictive in the future. For instance, the Personal Data Protection Bill, 2018 ("PDP Bill"), applies to processing of personal data, which has been collected, disclosed, shared or processed within India. It imposes restrictions and obligations on data fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under the PDP Bill. Changes or further restrictions in data privacy laws, rules and regulations could have a material adverse effect on our business, financial condition and results of operations. The cost and operational consequences of implementing further data protection measures could be significant and this may have a material adverse effect on our business, financial condition and results of operations.

47. Poor quality of network and information technology including redundancies and disaster recoveries can adversely affect our business, prospects and results of operations.

RJIL's operations and assets are spread across wide geographies. The telecom networks are subject to risks of technical failures, partner failures, human errors, or wilful acts or natural disasters. Equipment delays and failures, spare shortages, energy or fuel shortages, software errors, fibre cuts, lack of redundancy paths, weak disaster recovery fall-back, and partner staff absenteeism, among others are few examples of how network failures happen. RJIL's Information Technology ("IT") systems are critical to run the customer facing and market-facing operations, besides running internal systems. In many geographies or telecom circles, the quality of IT connectivity is sometimes erratic or unreliable, which affects the delivery of services, such as, recharges, customer query, distributor servicing, customer activation, and billing. Natural calamities such as tropical cyclones "Titli" in Odisha and Andhra Pradesh, heavy floods in Kerala and north eastern states in 2018 have, in the past, disrupted telecommunications network and have resulted in network downtime. Further, such calamities have also led to increased costs and expenses being incurred on the repair and rework of the IT systems.

In several developing countries, the quality of IT staff is rudimentary, leading to instances of failures of IT systems and / or delays in recoveries. The systems landscape is ever changing due to newer versions, upgrades and 'patches' for innovations, price changes, among others. Hence, the dependence on IT staff for turnaround of such projects is immense.

Network planning is increasingly being done in-house, to ensure that intellectual control on architecture is retained with RJIL. However, if RJIL is not able to cope with the network failures effectively, it may materially adversely impact RJIL's business, prospects, financial condition, cash flows and results of operations.

48. RJIL may be subject to additional regulations regarding net neutrality, which could adversely affect RJIL's business, prospects, financial condition, cash flows and results of operations.

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In September 2018, DoT amended the terms of Unified License (UL), UL (VNO) agreement, 'Cellular Mobile Telephone Service' license agreement and UAS license agreement to include the regulatory framework on 'Net Neutrality'. Pursuant to these amendments, the telecom licensees are not permitted to engage in discriminatory treatment of content, including any discrimination based on the sender or receiver or the user equipment. The licensees have been expressly prohibited from entering into any arrangement or agreement with any person that has the effect of discriminatory treatment of content. However, these provisions do not apply on specialized services provided by a licensee provided that specialized services are not usable or offered as a replacement for internet access services and provision of specialized services is not detrimental to availability and overall quality of internet access service. Restrictions contemplated under regime of net neutrality may be adverse to the telecommunication operators' interests, and it may impair RJIL's ability to offer innovative services and products and could adversely affect RJIL's business and operations.

49. The retail industry in India is highly competitive.

The retail industry in India is an open and highly competitive market. Reliance Retail has numerous and varied existing and potential competitors at the national and local levels. These include both physical and online retailers, which operate department stores, variety stores and specialty stores, supermarkets, hypermarkets, home- improvement stores, specialty electronics stores, catalog businesses and online marketplaces.

While Reliance Retail's competitors are predominantly other domestic operators, an increasing number of international retailers may enter the markets in which Reliance Retail operates, and may share some of Reliance Retail's competitive strengths. Some of Reliance Retail's competitors may have access to greater financial resources or economies of scale, or may be able to source their merchandise from lower-cost suppliers, and therefore have a lower cost base, or have greater operational efficiencies, which may give them a competitive advantage over Reliance Retail. Merchandise brands and other suppliers who have traditionally marketed their products through retailers such as Reliance Retail may also seek to establish a retail presence by opening their own stores, which could erode Reliance Retail's competitive advantage with respect to its brand and merchandise offerings, particularly if Reliance Retail had previously enjoyed exclusive rights with respect to such brands.

Many consumers continue to migrate online and Reliance Retail therefore competes in the online retailing market, an area which is characterized by disruptive new technologies and innovative new entrants. Potential competitors also include players who are not traditionally involved in the retail industry, including other "platform" companies distinguished by large user bases, such as social networks or mobile payment companies.

Reliance Retail believes that the principal areas in which it competes with its competitors are brand and merchandise offerings, shopping experience, name recognition and Reliance Retail's understanding of fashion, trends and retail industry dynamics. Reliance Retail's failure to compete effectively in any or all of these areas could have a material adverse effect on its business and results of operations.

Actions taken by Reliance Retail's competitors and the reciprocal actions taken by Reliance Retail can place pressure on its price, margins and profitability. Such actions include, among others, Reliance Retail's competitors adopting aggressive pricing or loss-making marketing strategies, offering a more attractive merchandise mix, introducing more innovative marketing campaigns, store formats or retail sales methods or providing superior shopping experiences.

If Reliance Retail fails to respond effectively to competitive pressures and changes in its existing and new markets, or if it experiences delays or failures in the execution of its strategies due to any of these factors, Reliance Retail's business, financial performance and results of operations may be adversely affected.

50. Reliance Retail's financial performance is affected by retail market and economic conditions generally, particularly with respect to their effects on consumer spending.

Reliance Retail's business is affected by retail market conditions, general economic conditions in India and regional and global economic conditions. Reliance Retail's revenue is significantly affected by changes in the economic factors that impact consumer spending. Certain economic and other conditions or events (such as the COVID-19

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pandemic and the lockdown announced in India) could reduce consumer spending generally, causing Reliance Retail's customers to either spend less or shift their spending to substitute products. Specifically, the outbreak of COVID-19 has significantly impacted Reliance Retail's business due to the restriction on movement announced by the Government of India as part of the national lockdown. This has led to fewer footfall in Reliance Retail's physical marketplace as well as reduced demand for Reliance Retail's online deliveries.

Reduced consumer spending may result in reduced demand for Reliance Retail's merchandise and may also require increased selling and promotional expenses. A reduction or shift in consumer spending could negatively impact Reliance Retail's and our business, results of operations and financial condition.

In addition, other market or economic factors, such as increases in commodity prices, changes in labor costs or changes in taxation and other laws, may impact Reliance Retail's business by increasing its costs or those of its suppliers, or by raising market or economic uncertainties.

If the retail market in India is affected by any of these or other factors, Reliance Retail may be faced with decreased sales, increased costs and decreased margins in addition to its significant lease payment obligations for its network of stores and distribution centers, which may have a material adverse effect on Reliance Retail's and our business, cash flows, results of operations, financial condition and prospects.

51. Reliance Retail's success depends on its ability to identify and respond to constantly changing customer tastes and preferences.

In order to stay competitive, Reliance Retail must respond to changing trends in consumer tastes, preferences and shopping habits. Reliance Retail's success is to a large degree contingent upon its ability to anticipate, accurately identify and quickly respond to these trends and it may not be able to do so in a timely manner or at all. In particular, the fashion and technology trends tend to change rapidly, making it difficult to accurately predict sales or promptly deliver suitable merchandise. A failure by Reliance Retail to anticipate, identify and adjust to changing consumer tastes and preferences may result in it carrying brands and merchandise which are superseded by more popular brands and merchandise, leaving it with a substantial amount of unsold merchandise in its inventory. Reliance Retail may also fail to maintain an optimal merchandise mix which responds successfully and effectively to target customer preferences, which would result in a loss of sales that could materially and adversely affect its business, financial condition, results of operations and prospects.

In addition, Reliance Retail's failure to offer shopping experiences that address changes in customer shopping habits in the future could result in decreased sales. Further, new store formats or concepts may alienate customers who are unfamiliar with the format or concept or make them unable to locate their desired merchandise and/or brands in Reliance Retail's stores. If any of these risks materialize, it may have a material adverse effect on Reliance Retail's business, cash flows, results of operations, financial condition and prospects.

52. Reliance Retail's distribution channels are subject to logistical challenges and it is dependent on the reliability of its distribution channels and the distribution channels used by third party suppliers.

Reliance Retail relies on its distribution centres for the timely and accurate distribution of merchandise to its stores. Given Reliance Retail's widespread network of stores and the condition of India's infrastructure, as well as weather conditions that affect India, Reliance Retail may face logistical challenges managing the distribution of merchandise to its stores. Events such as floods, earthquakes or other natural disasters, labor strikes or social disorder may result in restricted access to Reliance Retail's infrastructures and facilities thereby adversely impacting its business operations. Reliance Retail may also rely on third-party carriers and forwarding agents for distributions to certain locations in India, especially during peak periods. Any disruption to the distribution networks or warehousing used by Reliance Retail and suppliers could result in delayed or lost deliveries, damaged merchandise, quality and safety of such merchandise or an inadequate supply of merchandise to its stores, and may also lead to product liability claim on it.

As Reliance Retail continues to expand, the increasing volume of merchandise to be distributed may also place additional pressure on its existing distribution network. These factors may have a material adverse effect on Reliance Retail's business, cash flows, results of operations, financial condition and prospects.

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53. The business of Jio Payments Bank Limited is exposed to certain risks.

Jio Payments Bank Limited, one of our Subsidiaries is engaged in the business of a payments bank. Payments banking operations is subject to different requirements, issues and risks than our core business. Jio Payments Bank Limited would be required to operate and successfully compete against other banks providing similar services. Doing so may be costly, and Jio Payments Bank Limited may incur losses that could adversely affect its business, results of operations and financial conditions.

Jio Payments Bank Limited also operates in a highly regulated sector. Any failure to comply with applicable regulations or the conditions of the approvals it has received could expose Jio Payments Bank Limited as well as us to consumer complaints and investigations or enforcement actions by the RBI or any other regulator. A cyber- security incident or logical attack could also trigger service interruption. A breach of Jio Payments Bank Limited's security, compromise of data or resilience affecting its operations, or those of its customers, could lead to an extended interruption to its services as well as loss of customer information and other confidential data. The impact of such a failure could include immediate financial losses due to fraud and theft, termination of contracts, immediate loss of revenue where orders and invoices cannot be processed, liability claims, contractual penalties, lost productivity and unplanned costs of restoration and improvement. Additionally, reputational damage may arise, undermining market confidence and jeopardizing future revenues.

External Risks

Risks Relating to India

54. A significant change in the Government's economic liberalization and deregulation policies could adversely affect general business and economic conditions in India and our business.

Since 1991, the Government has pursued policies of economic liberalization, including significant relaxations of restrictions on the private sector. Nevertheless, the Government continues to exercise a dominant influence over many aspects of the economy, and its economic policies have had and continue to have a significant effect on private-sector entities, including us. For example, most recently the Government's new policies regarding the Goods and Services Tax as well as regarding demonetization had a significant - and often adverse - impact on many industries and businesses.

India has a mixed economy with a large public sector and an extensively regulated private sector. The role of the Government and the state governments in the Indian economy and their effect on producers, consumers, service providers and regulators has remained significant over the years. The Government has in the past, among other things, imposed controls on the prices of a broad range of goods and services, restricted the ability of businesses to expand existing capacity and reduced the number of their employees, and determined the allocation to businesses of raw materials and foreign exchange.

In the 1990s, as India's reliance on oil imports increased, the Government embarked on a series of reforms aimed at reducing India's dependence on oil and gas imports, deregulating the oil and gas industry, improving efficiency and encouraging private and foreign investment. Measures included opening the refining segment to private investment, permitting the sale of limited amounts of LPG and kerosene by private entities outside of the state-owned distribution channels and allowing foreign oil companies to enter the domestic lubricant market.

The Government continues to exercise substantial control over the growth of the industry, for example, by awarding blocks in the NELP/OALP rounds. Although we have been successful in obtaining interests in blocks in these rounds in the past, there can be no assurance that it will continue to be successful. Further, through the Directorate General of Hydrocarbons and the Ministry of Petroleum and Natural Gas, the Government plays an important role in the management of oil and gas fields and is required to approve all major decisions relating to the blocks. The Government's involvement may result in delays in achieving, or otherwise frustrate the achievement of, certain exploration, development and production targets owing to political and other factors beyond our control. In addition, the Government plays an important commercial role in the execution of exploration, development and production activities in India, in particular through Government-controlled companies.

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Although the past and the current Governments have continued India's economic liberalization and deregulation programs, there can be no assurances that these liberalization policies will continue in the future. A significant change in India's economic liberalization and deregulation policies could adversely affect business and economic conditions in India in general as well as our business and future financial performance.

55. A change in the Government's policy on tariffs, direct and indirect taxation and fiscal or other incentives could adversely affect our business.

In Fiscal 2020, our segment revenue - external turnover from within India is ₹ 3,61,801 crore which is 54.88% of our Value of Sales & Services (Revenue).

Our profitability is significantly affected by the differential between import tariffs currently imposed by the Government on crude oil, which is our most significant raw material, and tariffs currently imposed on products that we produce and sell in India. Increases in import tariffs on crude oil or decreases in import tariffs on products we sell in India could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that there will not be a significant change in Government policy in India that would adversely affect our financial condition and results of operations.

Our profitability is also significantly dependent on the policies of the central and state governments in India relating to various direct and indirect taxes (including sales tax, goods and service tax and income tax), duties and levies (including excise duties and import duties) and fiscal or other incentives. These incentives include those related to the Special Economic Zone ("SEZ"), where the Jamnagar Refinery II and the SEZ Polypropylene Facility are located. Any change in policies relating to such taxes, duties or incentives could adversely affect our profitability.

56. A prolonged slowdown in economic growth in India or financial instability in other countries could cause our business to suffer.

The current slowdown in the Indian economy could adversely affect our business and our lenders and contractual counterparties, especially if such a slowdown were to be prolonged. Notwithstanding the RBI's policy initiatives, the course of market interest rates continues to be uncertain due to the high inflation, the increase in the fiscal deficit and the Government's borrowing program. Any increase in inflation in the future, because of increases in prices of commodities such as crude oil or otherwise, may result in a tightening of monetary policy. The uncertainty regarding liquidity and interest rates and any increase in interest rates or reduction in liquidity could adversely impact our business.

In addition, the Indian market and the Indian economy are influenced by economic and market conditions in other countries, particularly those of emerging market countries in Asia.

Following the United Kingdom's exit from the European Union ("Brexit"), there remains significant uncertainty around the terms of their future relationship with the European Union and, more generally, as to the impact of Brexit on the general economic conditions in the United Kingdom and the European Union and any consequential impact on global financial markets. For example, Brexit could give rise to increased volatility in foreign exchange rate movements and the value of equity and debt investments.

These and other related events have had a significant impact on the global credit and financial markets as a whole, including reduced liquidity, greater volatility, widening of credit spreads and a lack of price transparency in the United States, Europe and global credit and financial markets. In response to such developments, legislators and financial regulators in the United States, Europe and other jurisdictions, including India, have implemented several policy measures designed to add stability to the financial markets. In addition, any announcement by the United State Federal Reserve to increase interest rates may lead to an increase in the borrowing costs in the United States and may impact borrowing globally as well. Further, in several parts of the world, there are signs of increasing retreat from globalization of goods, services and people, as pressures for protectionism are building up and such developments could have the potential to affect exports from India.

Investors' reactions to developments in one country may have adverse effects on the economies of other countries,

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including the Indian economy. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in the Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could influence the Indian economy and could have a material adverse effect on our business, cash flows, financial condition and results of operations.

57. Investors may not be able to enforce a judgment of a foreign court against us or its management, except by way of a suit in India on such judgment.

The Company is a public limited company incorporated under the laws of India. Substantially all of our Directors and key management personnel reside in India, and all or a substantial portion of the assets of our Company and such persons are located in India. As a result, it may not be possible for investors to effect service of process upon the Company or such persons outside India or to enforce judgments obtained against such parties outside India. Recognition and enforcement of foreign judgments are provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908 on a statutory basis. Section 13 of the Code of Civil Procedure, 1908 provides that a foreign judgment shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in India.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. Section 44A of the Code of Civil Procedure, 1908 provides that where a foreign judgment has been rendered by a superior court, within the meaning of such section, in any country or territory outside India, which the Government has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Code of Civil Procedure, 1908 is applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalties and does not apply to arbitration awards.

The United Kingdom, Singapore, Hong Kong and the United Arab Emirates have been declared by the Government to be reciprocating territories for the purposes of Section 44A, but the United States has not been so declared. A judgment of a court in a country which is not a reciprocating territory may be enforced in India only by a fresh suit upon the judgment and not by proceedings in execution. Such a suit has to be filed in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court were of the view that the amount of damages awarded was excessive or inconsistent with public policy. A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to repatriate outside India any amount recovered pursuant to such award and any such amount may be subject to income tax in accordance with applicable laws. It is uncertain as to whether an Indian court would enforce foreign judgments that would contravene or violate Indian law.

58. Increased volatility or inflation of commodity prices in India could adversely affect our business.

Any increased volatility or rate of inflation of global commodity prices, particularly oil and steel prices, could adversely affect our borrowers and contractual counterparties. Although the RBI has enacted certain policy measures designed to curb inflation, these policies may not be successful.

Any slowdown in the growth of the manufacturing services or agricultural sectors could adversely impact our business, financial condition and results of operations.

59. Acts of terrorism and other similar threats to security could adversely affect our business, cash flows, results of operations and financial condition.

Increased political instability, evidenced by the threat or occurrence of terrorist attacks, enhanced national security

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measures, conflicts in several regions in which we operate, strained relations arising from these conflicts and the related decline in customer confidence may hinder our ability to do business. For example, in November 2008, several coordinated shooting and bombing attacks occurred across Mumbai, India's financial capital. In June 2011, a series of three coordinated bomb explosions occurred at different locations in Mumbai. Both attacks resulted in loss of life, property and business. Any escalation in these events or similar future events may disrupt our operations or those of our customers. Present relations between India and Pakistan continue to be fragile on the issues of terrorism, armament and Kashmir. India has also experienced terrorist attacks in some parts of the country. These hostilities, attacks and tensions could lead to political or economic instability in India and a possible adverse effect on our business and future financial performance. For example, the recent attack on the Central Reserve Police Force personnel in Pulwama in Kashmir has led to retaliation by India and escalated hostilities between India and Pakistan. The two countries' continuing escalations could exacerbate these regional hostilities and tensions. Further, India has also experienced social unrest in some parts of the country. These events have had, and may continue to have, an adverse impact on the global economy and customer confidence, which could, in turn, adversely affect our revenue, operating results and financial condition. The impact of these events on the volatility of global financial markets could increase the volatility of the market price of our securities and may limit the capital resources available to us and to our customers.

60. Natural disasters and health epidemics could have a negative impact on the Indian economy, damage our facilities and also destroy the outlook of our Company, being an asset heavy company.

Natural disasters such as floods, earthquakes, famines and pandemics have in the past had a negative impact on the Indian economy, with the most recent example being the global outbreak of COVID-19. If any such event were to occur, our business could be affected due to the event itself or due to the inability to effectively manage the effects of the particular event. Potential effects include the damage to infrastructure, damage to our telecom and refinery assets and the loss of business continuity or business information. In the event that our facilities are affected by any of these factors, our operations may be significantly interrupted, which may materially and adversely affect our business, financial condition and results of operations.

61. Political instability or significant changes in the economic liberalization and deregulation policies of the Government, or in the government of the States where we operate, could disrupt our business.

We are incorporated in India and derive a significant portion of our revenues in India. In addition, a significant portion of our assets are located in India. Consequently, our performance and liquidity of our Equity Shares may be affected by changes in exchange rates and controls, interest rates, Government policies, taxation, social and ethnic instability and other political and economic developments affecting India.

The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the Indian economy. Our businesses, and the market price and liquidity of our securities, may be affected by changes in exchange rates and controls, interest rates, Government policies, taxation, social and ethnic instability and other political and economic developments in or affecting India.

In recent years, the Indian governments have generally pursued a course of economic liberalization and deregulation aimed at accelerating the pace of economic growth and development. This has included liberalizing rules and limits for foreign direct investment in a number of important sectors of the Indian economy, including infrastructure, railways, services, pharmaceuticals and insurance. In addition, the current Indian government has pursued a number of other economic reforms, including the introduction of a goods and services tax, increased infrastructure spending and a new Insolvency and Bankruptcy Code.

There can be no assurance that the government's policies will succeed in their aims, including facilitating high rates of economic growth. Following the release of the results of the general elections of India on May 23, 2019, the Bharatiya Janata Party had won a majority of seats in the Lok Sabha, or lower house of India's Parliament. While Shri Narendra Modi has received a fresh mandate to continue his tenure as Prime Minister for a second term, there can be no assurance that the Government will continue with its current policies. New or amended policies may be unsuccessful or have detrimental effects on economic growth.

A significant change in India's economic liberalization and deregulation policies, in particular, those relating to the

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businesses in which we operate, could disrupt business and economic conditions in India generally and our business in particular.

62. You will not, without prior RBI approval, be able to acquire Equity Shares if such acquisition would result in an individual or group holding 5% or more of our share capital or voting rights.

In terms of the Articles of Association, since the Company is a promoter of Jio Payments Bank Limited, in the event that any Application (other than applications from the promoters / persons comprising the promoter group / persons acting in concert with the promoters and promoter group of the Company) would result in the aggregate shareholding or voting rights of such Applicant and persons acting in concert with such Applicant to reach or exceed 5%, (or such other percentage as may be prescribed by the RBI, from time to time) of the post-Issuepaid-up share capital of our Company, such Applicant would be required to submit a copy of the approval obtained from the RBI with the Application. Such approval from the RBI should clearly mention the name(s) of the persons who propose to apply in this Issue and the aggregate shareholding of the Applicant in the pre-Issuepaid-up equity share capital of our Company, if any. In case of any failure by such Applicant to submit such RBI approval, our Company may, at its sole discretion, keep on hold the Allotment to such Applicant till the requisite approvals are received from the Applicant or it may decide to Allot such number of Rights Equity Shares, that will limit such resultant aggregate shareholding of the Applicant (whether direct or indirect, beneficial or otherwise, such Applicant and persons acting in concert with such Applicant) to less than 5% of the post-Issuepaid-up equity share capital of our Company. However, such limit shall not be applicable to Applicants who, either individually or together with the persons acting in concert with such Applicant, hold in the aggregate, 5% or more of the pre-Issue total paid-up share capital of our Company as of the Record Date.

Such approval may be granted by the RBI if it is satisfied that the Applicant meets certain fitness and propriety tests. The RBI may require the proposed acquirer to seek further RBI approval for subsequent acquisitions. Further, the RBI may, by passing an order, restrict any person holding more than 5% of our total voting rights from exercising voting rights in excess of 5%, if such person is deemed to be not fit and proper by the RBI. The aforementioned regulatory framework could adversely affect the liquidity and free transferability of our Equity Shares, and in turn have an adverse effect on the price of our Equity Shares.

63. Our business and activities may be further regulated by the Competition Act and any adverse application or interpretation of the Competition Act could materially and adversely affect our business, financial condition and results of operations.

The Competition Act seeks to prevent business practices that have or are likely to have an appreciable adverse effect on competition in India and has established the Competition Commission of India (the "CCI"). Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which has or is likely to have an appreciable adverse effect on competition is void and attracts substantial penalties. Any agreement among competitors which, directly or indirectly, determines purchase or sale prices, results in bid rigging or collusive bidding, limits or controls the production, supply or distribution of goods and services, or shares the market or source of production or providing of services by way of allocation of geographical area or type of goods or services or number of customers in the relevant market or in any other similar way, is presumed to have an appreciable adverse effect on competition and shall be void. Further, the Competition Act prohibits the abuse of a dominant position by any enterprise. If it is proven that a breach of the Competition Act committed by a company took place with the consent or connivance or is attributable to any neglect on the part of any director, manager, secretary or other officer of such company, that person shall be guilty of the breach themselves and may be punished as an individual. If we, or any of our employees, are penalised under the Competition Act, our business may be adversely affected.

Further, the Competition Act also regulates combinations and requires approval of the CCI for effecting any acquisition of shares, voting rights, assets or control or mergers or amalgamations above the prescribed asset and turnover based thresholds.

It is difficult to predict the impact of the Competition Act on our growth and expansion strategies in the future. If we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act or any enforcement proceedings initiated by the CCI or any adverse publicity that may be generated due to scrutiny or

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prosecution by the CCI, it may adversely affect our business, financial condition and results of operations.

64. Any downgrading of India's debt rating by a domestic or international rating agency could negatively impact our business and the price of our Equity Shares.

Any adverse revisions to India's credit ratings or of the countries where Subsidiaries are present or ratings of financing partners/lenders or geographies of their operations, by domestic or international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our financial results and business prospects, ability to obtain financing for capital expenditures and the price of our Equity Shares.

Risks Relating to Our Equity Shares and Rights Equity Shares and this Issue

65. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without compensation and result in a dilution of shareholding.

The Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and become null and void, and Eligible Equity Shareholders will not receive any consideration for them. The proportionate ownership and voting interest in our Company of Eligible Equity Shareholders who fail (or are not able) to exercise their Rights Entitlements will be diluted. Even if you elect to sell your unexercised Rights Entitlements, the consideration you receive for them may not be sufficient to fully compensate you for the dilution of your percentage ownership of the equity share capital of our Company that may be caused as a result of the Issue. Renouncees may not be able to apply in case of failure in completion of renunciation through off-market transfer in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees prior to the Issue Closing Date. Further, in case, the Rights Entitlements do not get credited in time, in case of On Market Renunciation (the last day for which is Friday, May 29, 2020), such Renouncee will not be able to apply in this Issue with respect to such Rights Entitlements.

66. No market for the Rights Entitlements may develop and the price of the Rights Entitlements may be volatile.

No assurance can be given that an active trading market for the Rights Entitlements will develop on the Stock Exchanges during the Renunciation Period or that there will be sufficient liquidity in Rights Entitlements trading during this period. The trading price of the Rights Entitlements will not only depend on supply and demand for the Rights Entitlements, which may be affected by factors unrelated to the trading in the Equity Shares, but also on the quoted price of the Equity Shares, amongst others. Factors affecting the volatility of the price of the Equity Shares, as described herein, may magnify the volatility of the trading price of the Rights Entitlements, and a decline in the price of the Equity Shares will have an adverse impact on the trading price of the Rights Entitlements. Since the trading of the Rights Equity Shares will be on a separate segment compared to the Equity Shares on the floor of the Stock Exchanges, the trading of Rights Equity Shares may not track the trading of Equity Shares. The trading price of the Rights Entitlements may be subject to greater price fluctuations than that of the Equity Shares.

67. Investment in Rights Equity Shares is exposed to certain risks. From the Call Record Date for each Call prior to the final Call, the trading of the Rights Equity Shares would be suspended for an applicable period under the applicable law. Further, the Rights Equity Shares will not be traded with effect from the Call Record Date for the final call fixed for the determination of the Investors liable to pay Call Monies, as determined by our Board at its sole discretion, from time to time. The holders of the Rights Equity Shares will not be able to trade in these securities till they are credited to the holders' account as fully paid-up. Further, until the subsistence of Rights Equity Shares, we may not be able to undertake certain forms of equity capital raising.

The Issue Price is ₹ 1,257 per Rights Equity Share. Investors will have to pay ₹ 314.25 per Rights Equity Shares which constitutes 25% of the Issue Price on Application and the balance ₹ 942.75 per Rights Equity Shares which constitutes 75% of the Issue Price on one or more subsequent Call(s), as determined by our Board at its sole discretion, from time to time. The Rights Equity Shares offered under this Issue will be listed under a separate ISIN. An active market for trading may not develop for the Rights Equity Shares. This may affect the liquidity of the

54

Rights Equity Shares and restrict your ability to sell them.

If our Company does not receive the Call Money as per the timelines stipulated in the Call notice, unless extended by our Board, the defaulting Rights Equity Shareholders will be liable to pay interest as may be fixed by our Board unless waived or our Company may forfeit the Application Money and any Call Money received for previous Calls made, in accordance with the Companies Act, 2013 and our Articles of Association. For details, see "Terms of the Issue" on page 272. Rights Equity Shareholders are only entitled to dividend in proportion to the amount paid up and the voting rights (exercisable on a poll) by investors shall also be proportional to such investor's share of the paid-up equity capital of our Company. If certain investors do not pay the full amount, we may not be able to raise the amount proposed under this Issue.

The ISIN representing partly paid-up Rights Equity Shares will be terminated after the Call Record Date for the final Call. On payment of the final Call in respect of the partly paid-up Rights Equity Shares, such partly paid-up Rights Equity Shares would be converted into fully paid-up Equity Shares and shall be listed and identified under the existing ISIN for our fully paid-up Equity Shares. Our Company would fix a Call Record Date for the purpose of determining the list of allottees to whom the notice for the final Call would be sent. From the Call Record Date for each Call prior to the final Call, the trading of the Rights Equity Shares would be suspended for an applicable period under the applicable law. Further, with effect from the Call Record Date, trading in the partly paid-up Equity Shares for which final Call have been made, would be suspended prior to the Call Record Date, for such period as may be applicable under the rules and regulations. Furthermore, the holders of the partly paid-up Rights Equity Shares will not be able to trade in these shares until they are credited to the holders' account as fully paid-up Rights Equity Shares. Similarly, for an applicable period, from the Call Record Date for each Call, the trading of the Rights Equity Shares would be suspended under the applicable law.

Further, there is little history of trading of partly paid-up shares in India and therefore there could be less liquidity in this segment, which may cause the price of the Rights Equity Shares to fall and may limit ability of Investors to sell the Rights Equity Shares. There may also be a risk of the Rights Equity Shares not forming part of the index.

Further, until the subsistence of Rights Equity Shares, we cannot undertake further rights issues, further public offers or bonus issues. In terms of Regulations 62 and 104 of the SEBI ICDR Regulations, an issuer making a rights issue or further public offer is required to ensure that all its existing partly paid-up equity shares have either been fully paid-up or have been forfeited. Additionally, a bonus issue will not be permitted under law till the subsistence of partly paid-up equity shares in terms of Regulation 293 of the SEBI ICDR Regulations.

68. There is no public market for the Rights Equity Shares or Equity Shares outside India.

After this Issue, there will continue to be no public market for our Equity Shares in the United States or any country other than India. In addition, the holders of the partly paid-up Rights Equity Shares will not be able to trade in these shares till they are credited to the holders' account as fully paid-up, and thereafter there will also be no public market for the Rights Equity Shares outside of India. We cannot assure you that the face value of the Rights Equity Shares will correspond to the price at which the Rights Equity Shares will trade subsequent to this Issue. This may also affect the liquidity of our Rights Equity Shares and Equity Shares and restrict your ability to sell them.

69. Our Promoter and Promoter Group may not have the ability to control or influence the outcome of matters submitted to shareholders for approval.

As at March 31, 2020, our Promoter and the Promoter Group collectively hold 48.87% of the total share capital of our Company. As long as our Promoter and the Promoter Group do not hold the majority stake in the Company, they may not have the ability to control or influence the outcome of matters submitted to shareholders for approval, including (i) matters relating to sale of all or part of our business; (ii) mergers, acquisitions or disposals of assets;

  1. the distribution of dividends; (iv) appointment or removal of our directors or officers; and (v) our capital structure or financing. This could materially and adversely affect our results of operations, financial condition, and cash flows.

70. Non-receipt of complete Call Money(ies) may have an impact of a consequential shortfall in Net Proceeds.

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The Calls shall be deemed to have been made at the time when the resolution authorizing such calls is passed at the meeting of our Board. The Calls may be revoked or postponed at the discretion of our Board, from time to time. Pursuant to the provisions of the Articles of Association, the Investors would be given at least 14 days' notice for the payment of the Calls. Our Board may, from time to time at its discretion, extend the time fixed for the payments of the Calls. Our Company, at its sole discretion, may send reminders for the calls as it deems fit, and if it does not receive the Call Money(ies) as per the timelines stipulated, it would forfeit the Application Money. Non-receipt of complete Call Money(ies) and a consequential forfeiture of the Application Money may lead to a shortfall in the Net Proceeds, which may have to be met out of internal accruals and may impact the business and capital expenditure plans. For details, see "Objects of the Issue" on page 94.

71. We will not distribute this Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights Entitlement Letter to certain categories of overseas shareholders.

In accordance with the SEBI ICDR Regulations, SEBI Rights Issue Circulars and the MCA Circular, our Company will send, only through email, the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and other issue material to the email addresses of all the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions. Further, this Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company or the Global Co-ordinators and Lead Managers and the Lead Managers to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request in this regard. Other than as indicated above, the Issue materials will not be distributed to addresses outside India on account of restrictions that apply to circulation of such materials in overseas jurisdictions. However, the Companies Act, 2013 requires companies to serve documents at any address, which may be provided by the members as well as through e-mail. Presently, there is lack of clarity under the Companies Act, 2013 and the rules made thereunder with respect to distribution of the Issue materials in overseas jurisdictions where such distribution may be prohibited under the applicable laws of such jurisdictions. We have requested all the overseas Eligible Equity Shareholders to provide an address in India and their e-mail addresses for the purposes of distribution of the Issue materials. However, we cannot assure you that the regulator or authorities would not adopt a different view with respect to compliance with the Companies Act, 2013 and may subject us to fines or penalties.

72. There may be less information available in the Indian securities markets than in more developed securities markets in other countries.

There is a difference between the level of regulation and monitoring of the Indian securities markets and that of the activities of investors, brokers and other participants in securities markets in more developed economies. SEBI is responsible for monitoring disclosure and other regulatory standards for the Indian securities market. SEBI has issued regulations and guidelines on disclosure requirements, insider trading and other matters. There may be, however, less publicly available information about Indian companies than is regularly made available by public companies in more developed countries, which could adversely affect the market for our Equity Shares. As a result, investors may have access to less information about our business, financial condition, cash flows and results of operation, on an ongoing basis, than investors in companies subject to the reporting requirements of other more developed countries.

73. Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and have not been independently appraised and may be subject to change based on various factors, some of which are beyond our control.

Our funding requirements and deployment of the Net Proceeds are based on internal management estimates based on current market conditions, and have not been appraised by any bank or financial institution or other independent agency. Further, in the absence of such independent appraisal, our funding requirements may be subject to change based on various factors which are beyond our control. For details, see "Objects of the Issue" on page 94.

74. We may, at any time in the future, make further issuances or sales of our Equity Shares, and this may significantly dilute your future shareholding and affect the trading price of our Equity Shares.

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Any future equity issuances by us, may lead to the dilution of investors' shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by our Promoter or other major shareholders may adversely affect the trading price of our Equity Shares, which may lead to other adverse consequences for us including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. In addition, any perception that such issuance or sales of shares may occur, may lead to dilution of your shareholding, significantly affect the trading price of our Equity Shares and our ability to raise capital through an issue of our securities. There can be no assurance that such future issuance by us will be at a price equal to or more than the Issue Price. Further, there can be no assurance that we will not issue further shares or that the major shareholders will not dispose of, pledge or otherwise encumber their shares.

75. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares and Rights Entitlements.

Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian company are generally taxable in India. Previously, any gain realised on the sale of listed equity shares on or before March 31, 2018 on a stock exchange held for more than 12 months was not subject to long-term capital gains tax in India if securities transaction tax ("STT") was paid on the sale transaction. However, the Finance Act, 2018, now seeks to tax on such long-term capital gains exceeding ₹1,00,000 arising from sale of equity shares on or after April 1, 2018, while continuing to exempt the unrealised capital gains earned up to January 31, 2018 on such Equity Shares. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which our Equity Shares are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of our Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India's ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of our Equity Shares Rights Entitlements.

76. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.

Our Articles of Association and Indian law govern our corporate affairs. Legal principles relating to these matters and the validity of corporate procedures, Directors' fiduciary duties and liabilities, and shareholders' rights may differ from those that would apply to a corporate entity in another jurisdiction. Shareholders' rights under Indian law may not be as extensive as shareholders' rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as one of our shareholders than as a shareholder of a bank or corporate entity in another jurisdiction. In accordance with the provisions of the Companies Act, the voting rights of an equity shareholder in a company shall be in proportion to the share of a person in the paid-up equity share capital of that company. Further, Section 106(1) of the Companies Act read with the Articles of Association specifically provides that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid. Therefore, the rights of holders of the Rights Equity Shares will not be pari passu with the rights of the other shareholders of our Company in case of non-payment of Call Money(ies).

77. SEBI operates an index-basedmarket-wide circuit breaker. Any operation of a circuit breaker may adversely affect a shareholder's ability to sell, or the price at which it can sell, our Equity Shares at a particular point in time.

We are subject to an index-basedmarket-wide circuit breaker generally imposed by SEBI on Indian stock exchanges. This may be triggered by an extremely high degree of volatility in the market activity (among other things). Due to the existence of this circuit breaker, there can be no assurance that shareholders will be able to sell our Equity Shares at their preferred price or at all at any particular point in time.

78. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

In terms of the SEBI ICDR Regulations, Applicants in this Issue are not allowed to withdraw their Applications after

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the Issue Closing Date. The Allotment in this Issue and the credit of such Equity Shares to the Applicant's demat account with its depository participant shall be completed within such period as prescribed under the applicable laws. There is no assurance, however, that material adverse changes in the international or national monetary, financial, political or economic conditions or other events in the nature of force majeure, material adverse changes in our business, results of operation or financial condition, or other events affecting the Applicant's decision to invest in the Rights Equity Shares, would not arise between the Issue Closing Date and the date of Allotment in this Issue. Occurrence of any such events after the Issue Closing Date could also impact the market price of our Equity Shares. The Applicants shall not have the right to withdraw their applications in the event of any such occurrence. We cannot assure you that the market price of the Equity Shares will not decline below the Issue Price. To the extent the market price for the Equity Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be required to purchase Rights Equity Shares at a price that will be higher than the actual market price for the Equity Shares at that time. Should that occur, the shareholder will suffer an immediate unrealized loss as a result. We may complete the Allotment even if such events may limit the Applicants' ability to sell our Equity Shares after this Issue or cause the trading price of our Equity Shares to decline.

79. You may not receive the Rights Equity Shares that you subscribe in this Issue until 15 days after the date on which this Issue closes, which will subject you to market risk.

The Rights Equity Shares that you may be Allotted in this Issue may not be credited to your demat account with the depository participants until approximately 15 days from the Issue Closing Date. You can start trading such Rights Equity Shares only after receipt of the listing and trading approval in respect thereof. There can be no assurance that the Rights Equity Shares allocated to you will be credited to your demat account, or that trading in such Rights Equity Shares will commence within the specified time period, subjecting you to market risk for such period.

80. The R-WAP payment mechanism facility proposed to be used for this Issue may be exposed to risks, including risks associated with payment gateways.

In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, a separate web based application platform, i.e., the R-WAP facility (accessible at https://rights.kfintech.com), has been instituted for making an Application in this Issue by resident Investors. Further, R-WAP is only an additional option and not a replacement of the ASBA process. On R-WAP, the resident Investors can access and fill the Application Form in electronic mode and make online payment using the internet banking or UPI facility from their own bank account thereat. For details, see "Terms of the Issue - Procedure for Application through the R-WAP" on page 285. Such payment gateways and mechanisms are faced with risks such as:

  • keeping information technology systems aligned and up to date with the rapidly evolving technology in the payment services industries;
  • scaling up technology infrastructure to meet requirements of growing volumes;
  • applying risk management policy effectively to such payment mechanisms;
  • keeping users' data safe and free from security breaches; and
  • effectively managing payment solutions logistics and technology infrastructure.

Further, R-WAP is a new facility which has been instituted due to challenges arising out of COVID-19 pandemic. We cannot assure you that R-WAP facility will not suffer from any unanticipated system failure or breakdown or delay, including failure on part of the payment gateway, and therefore, your Application may not be completed or rejected. These risks are indicative and any failure to manage them effectively can impair the efficacy and functioning of the payment mechanism for this Issue. Since Application process through R-WAP is different from the ASBA process, there can be no assurance that investors will not find difficulties in accessing and using the R- WAP facility.

81. SEBI has recently, by way of circulars dated January 22, 2020 and May 6, 2020, streamlined the process of rights issues. You should follow the instructions carefully, as stated in such SEBI circulars, and in this

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Letter of Offer.

The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders has recently been introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been recently devised by capital market intermediaries. Eligible Equity Shareholders are encouraged to exercise caution, carefully follow the requirements as stated in the SEBI circulars dated January 22, 2020 and May 6, 2020, and ensure completion of all necessary steps in relation to providing/updating their demat account details in a timely manner. For details, see "Terms of the Issue" on page 272

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) demat suspense escrow account (namely, "RIL RIGHTS ENTITLEMENT SUSPENSE ESCROW DEMAT ACCOUNT") opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of IEPF authority; or (c) the demat accounts of the Eligible Equity Shareholder which are frozen or details of which are unavailable with our Company or with the Registrar on the Record Date; or (d) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar; or

  1. credit of the Rights Entitlements returned/reversed/failed; or (f) the ownership of the Equity Shares currently under dispute, including any court proceedings.

82. The Eligible Equity Shareholders holding Equity Shares in physical form will have no voting rights in respect of Rights Equity Shares until they provide details of their demat account and Rights Equity Shares are transferred to such demat account from the demat suspense account thereafter.

The Rights Equity Shares will be credited to a demat suspense account to be opened by our Company, in case of Allotment in respect of resident Eligible Equity Shareholders holding Equity Shares in physical form and who have not provided the details of their demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date. Such Eligible Equity Shareholders are required to send, among others, details of their demat accounts to our Company or the Registrar within 6 (six) months from the Allotment Date. Unless and until such Eligible Equity Shareholders provide details of their demat account and the Rights Equity Shares are transferred from demat suspense account to such demat accounts thereafter, they will have no voting rights in respect of Rights Equity Shares. For details, see "Terms of the Issue" on page 272.

83. The Eligible Equity Shareholders holding Equity Shares in physical form and who do not provide details of their demat accounts within 6 (six) months of Allotment Date, may suffer loss in case of sale of their Rights Equity Shares by our Company at the prevailing market price.

The Rights Equity Shares will be credited to a demat suspense account to be opened by our Company, in case of Allotment in respect of resident Eligible Equity Shareholders holding Equity Shares in physical form and who have not provided the details of their demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date. Such Eligible Equity Shareholders are required to send, among others, details of their demat accounts to our Company or the Registrar within 6 (six) months from the Allotment Date. For details, see "Terms of the Issue" on page 272.

Our Company (with the assistance of the Registrar) shall, after verification of the details of such demat account by the Registrar, transfer the Rights Equity Shares from the demat suspense account to the demat accounts of such Eligible Equity Shareholders. In case of non-receipt of such details of demat account, our Company shall conduct a sale of such Rights Equity Shares lying in the demat suspense account on the floor of the Stock Exchanges at the prevailing market price and remit the proceeds of such sale (net of brokerage, applicable taxes and administrative and incidental charges) to the bank account mentioned by the resident Eligible Equity Shareholders in their respective Application Forms and from which the payment for Application Money was made. Proceeds of such sale (net of brokerage, applicable taxes and administrative and incidental charges) may be higher or lower than the Application Money paid by such Eligible Equity Shareholders. We cannot assure you that such proceeds by way of

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sale of such Rights Equity Shares will be higher than the Application Money paid by you, and that you shall not suffer a loss in this regard.

Further, in case, bank accounts of the aforesaid Eligible Equity Shareholders cannot be identified due to any reason or bounce back from such bank accounts, our Company may use payment mechanisms such as cheques, demand drafts etc. to remit the proceeds of sale of the Rights Equity Shares to such Eligible Equity Shareholders. If such bank account from which Application Money was received is closed or non-operational, the sale proceeds will be transferred to IEPF in accordance with practice on Equity Shares and as per applicable law.

84. Investors will be subject to market risks until our Equity Shares credited to the investor's demat account are listed and permitted to trade.

Investors can start trading our Equity Shares Allotted to them only after they have been credited to an investor's demat account, are listed and permitted to trade. Since our Equity Shares are currently traded on the Stock Exchanges, investors will be subject to market risk from the date they pay for our Equity Shares to the date when trading approval is granted for the same. Further, there can be no assurance that our Equity Shares allocated to an investor will be credited to the investor's demat account or that trading in such Equity Shares will commence in a timely manner.

85. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign investors, which may adversely impact the market price of our Equity Shares.

Foreign investment in Indian securities is subject to regulation by Indian regulatory authorities. Under the FDI Policy, issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, foreign investment up to 100% is permitted in our sector, subject to satisfaction of certain conditions.

Also, under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are permitted (subject to certain exceptions) if they comply with, among other things, the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares does not comply with such pricing guidelines or reporting requirements, or falls under any of the exceptions referred to above, then prior approval of the RBI will be required.

Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate any such foreign currency from India will require a no objection or a tax clearance certificate from the income tax authority. We cannot assure you that any required approval from the RBI or any other Government agency can be obtained on any particular terms or at all.

86. The Rights Entitlements and Rights Equity Shares cannot be freely resold in the United States.

The offering and delivery of the Rights Equity Shares to, and the offering and acquisition of the Rights Entitlements and Rights Equity Shares in the United States to and by certain persons who are U.S. QIBs, is being made pursuant to Section 4(a)(2) of the US Securities Act and other exemptions from the registration requirements of the US Securities Act. None of the Rights Entitlements or Rights Equity Shares has been, or will be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, investors who are U.S. QIBs, and who are acquiring the Rights Entitlements and/or Rights Equity Shares in the Issue pursuant to an exemption from the registration requirements of the US Securities Act, should note that the Rights Entitlements and Rights Equity Shares may not be freely resold or transferred in the United States. The Rights Entitlements and Rights Equity Shares may not be resold, renounced, pledged, or otherwise transferred or delivered except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

87. Overseas shareholders may not be able to participate in the Company's future rights offerings or certain other equity issues.

If the Company offers or causes to be offered to holders of its Equity Shares rights to subscribe for additional Equity

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Shares or any right of any other nature, the Company will have discretion as to the procedure to be followed in making such rights available to holders of the Equity Shares or in disposing of such rights for the benefit of such holders and making the net proceeds available to such holders.

For instance, the Company may not offer such rights to the holders of Equity Shares who have a registered address in the United States unless:

  • a registration statement is in effect, if a registration statement under the US Securities Act is required in order for the Company to offer such rights to holders and sell the securities represented by such rights; or
  • the offering and sale of such rights or the underlying securities to such holders are exempt from registration under the provisions of the US Securities Act.

The Company has no obligation to prepare or file any registration statement. Accordingly, shareholders who have a registered address in the United States may be unable to participate in future rights offerings and may experience a dilution in their holdings as a result.

88. Holders of our Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby suffer future dilution of their ownership position.

Under the Companies Act, a company incorporated in India must offer holders of its equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of three-fourths of the equity shares who have voted on such resolution. However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without us filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of our Equity Shares, you may suffer future dilution of your ownership position and your proportional interests in us would be reduced.

89. We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors of our Equity Shares.

We would be classified as a passive foreign investment company ("PFIC") for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is "passive income" (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended), or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. Based on the value of our assets and the composition of our income, assets and operations, we believe we were not a PFIC for the taxable year ending on March 31, 2020. However, a separate determination must be made each year as to our Company's PFIC status. Moreover, the PFIC determination depends, among other things, our market capitalization, which could fluctuate significantly. Accordingly, it is possible that we may become a PFIC for the current taxable year or future years. There will likely be certain adverse consequences to U.S. investors under United States tax laws if we were to be a PFIC in the current or any future taxable year in which such U.S. investors hold Equity Shares. In addition, in the event we are treated as a PFIC, U.S. investors will be subject to certain U.S. Internal Revenue Service information reporting obligations. U.S. investors should consult their tax advisors on this matter.

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SECTION III: INTRODUCTION

THE ISSUE

This Issue has been authorised by way of a resolution dated April 30, 2020, passed by our Board, pursuant to Section 62(1)(a) and other applicable provisions of the Companies Act, 2013. The following is a summary of the Issue and should be read in conjunction with, and is qualified in its entirety by, more detailed information in the section "Terms of the Issue" on page 272.

Rights Equity Shares being offered by our Company

42,26,26,894 Rights Equity Shares

Rights Entitlements

1 (one) Rights Equity Share for every 15 Equity Shares held

on the Record Date

Record Date

May 14, 2020

Issue Price

₹ 1,257 per Rights Equity Share (including a premium of ₹

1,247 per Rights Equity Share)

On Application, Investors will have to pay ₹ 314.25 per

Rights Equity Share, which constitutes 25% of the Issue Price

and the balance ₹ 942.75 per Rights Equity Share which

constitutes 75% of the Issue Price, will have to be paid, on

one or more subsequent Call(s), as determined by our Board at

its sole discretion, from time to time.

Face Value per Rights Equity Share

₹ 10

Dividend

Such dividend, in proportion to the amount paid-up on the

Rights Equity Shares, as may be recommended by our Board

and declared by our Shareholders, as per applicable law.

Issue Size

₹ 5,31,24,20,05,758

Equity Shares subscribed, paid-up and outstanding prior

6,33,94,03,411 Equity Shares

to the Issue

Equity Shares outstanding after the Issue (assuming full

6,76,20,30,305 Equity Shares

subscription for and Allotment of the Rights Equity

Shares) and having made fully paid-up

Security Codes for our Equity Shares, Rights Equity

ISIN: INE002A01018

Shares and Rights Entitlements#

BSE: 500325

NSE: RELIANCE

ISIN for Rights Equity Shares: IN9002A01024

ISIN for Rights Entitlements: INE002A20018

Terms of the Issue

See "Terms of the Issue" on page 272

Use of Issue Proceeds

See "Objects of the Issue" on page 94

*For Rights Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Eligible Equity Shareholders is less than 15 Equity Shares or is not in multiples of 15, the fractional entitlement of such Eligible Equity Shareholders shall be ignored for computation of the Rights Entitlements. However, Eligible Equity Shareholders whose fractional entitlements are being ignored earlier will be given preference in the Allotment of one additional Rights Equity Share each, if such Eligible Equity Shareholders have applied for additional Rights Equity Shares over and above their Rights Entitlements.

#Our Company would obtain a separate ISIN for the Rights Equity Shares for each Call, as may be required under applicable law.

Terms of payment

For issue of 42,26,26,894 Rights Equity Shares

Amount Payable per Rights Equity Share (Due Date)*

Face Value (₹)

Premium (₹)

Total ()

On Application

2.50

311.75

314.25**

On Call (One or more) as determined by our Board at its sole

7.50

935.25

942.75***

discretion, from time to time

Total

10.00

1,247.00

1,257.00

*For further details on Payment Schedule, see"Terms of The Issue"on page 272. **Constitutes 25% of the Issue Price.

*** Constitutes 75% of the Issue Price.

62

SUMMARY OF FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from our Financial Statements. Our summary financial information presented below, is in Rupees/ Rupees Crore and should be read in conjunction with the financial statements and the notes thereto included in the section, "Financial Information" on page 128.

Summary of Consolidated Statement of Profit & Loss

(Amount in ₹ crore)

Particulars

Year Ended

March 31, 2020

Income

Value of Sales & Services (Revenue)

6,59,205

Less: GST Recovered

47,560

Revenue from Operations

6,11,645

Other Income

13,956

Total Income

6,25,601

Expenses

Cost of Materials Consumed

2,60,621

Purchase of Stock-in-Trade

1,49,667

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

(5,048)

Excise Duty

14,902

Employee Benefit Expense

14,075

Finance Costs

22,027

Depreciation / Amortisation and Depletion Expense

22,203

Other Expenses

89,211

Total Expenses

5,67,658

Profit Before Share of Profit/(Loss) of Associates and Joint Ventures, Exceptional Item and Tax

57,943

Share of Profit/(Loss) of Associates and Joint Ventures

107

Profit Before Exceptional Item and Tax

58,050

Exceptional Item (Net of Tax)

(4,444)

Profit Before Tax*

53,606

Tax Expenses*

Current Tax

8,630

Deferred Tax

5,096

Profit for the Year

39,880

Other Comprehensive Income

i) Items that will not be reclassified to Profit or Loss

22,286

ii) Income tax relating to items that will not be reclassified to Profit or Loss

(1,088)

iii) Items that will be reclassified to Profit or Loss

(7,085)

iv) Income tax relating to items that will be reclassified to Profit or Loss

1,180

Total Other Comprehensive Income for the Year (Net of Tax)

15,293

Total Comprehensive Income for the Year

55,173

Net Profit attributable to:

a) Owners of the Company

39,354

b) Non-Controlling Interest

526

Other Comprehensive Income attributable to:

a) Owners of the Company

15,311

b) Non-Controlling Interest

(18)

Total Comprehensive Income attributable to:

a) Owners of the Company

54,665

b) Non-Controlling Interest

508

Earnings per equity share of Face Value of Rs. 10/- each

a.1) Basic (in Rs.) - Before Exceptional Items

70.66

a.2) Basic (in Rs.) - After Exceptional Items

63.49

b.1) Diluted (in Rs.) - Before Exceptional Items

70.66

b.2) Diluted (in Rs.) - After Exceptional Items

63.49

* Profit before tax is after exceptional item and tax thereon and tax expenses are excluding the current tax on exceptional items.

63

Summary of Consolidated Balance Sheet

(Amount in ₹ crore)

Particulars

As at March 31, 2020

ASSETS

Non-current Assets

Property, Plant and Equipment

4,35,920

Capital Work-in-Progress

59,096

Goodwill

10,259

Other Intangible Assets

86,479

Intangible Assets Under Development

50,010

Financial Assets

Investments

2,03,852

Loans

21,732

Deferred Tax Assets (Net)

2,900

Other Non-Current Assets

37,407

Total Non-Current Assets

9,07,655

Current Assets

Inventories

73,903

Financial Assets

Investments

72,915

Trade Receivables

19,656

Cash and Cash Equivalents

30,920

Loans

669

Other Financial Assets

27,434

Other Current Assets

32,763

Total Current Assets

2,58,260

Assets Held for Sale

-

Total Assets

11,65,915

EQUITIES AND LIABILITIES

Equity

Equity Share Capital

6,339

Other Equity

4,46,992

Non-Controlling Interest

8,016

Liabilities

Non-Current Liabilities

Financial Liabilities

Borrowings

1,97,631

Other Financial Liabilities

18,804

Deferred Payment Liabilities

18,839

Provisions

1,790

Deferred Tax Liabilities (Net)

54,123

Other Non-Current Liabilities

465

Total Non-Current Liabilities

2,91,652

Current Liabilities

Financial Liabilities

Borrowings

93,786

Trade Payables

96,799

Other Financial Liabilities

1,44,778

Other Current Liabilities

75,663

Provisions

1,890

Total Current Liabilities

4,12,916

Liabilities directly associated with Assets held for Sale

-

Total Liabilities

7,04,568

Total Equity and Liabilities

11,65,915

64

Summary of Consolidated Cash Flow Statement

(Amount in ₹ crore)

Particulars

Year Ended

March 31, 2020

A.

CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit Before Tax as per Statement of Profit and Loss (After exceptional item and tax

53,606

thereon)

Adjusted for:

Share of (Profit)/Loss of Associates and Joint Ventures

(107)

Loss on Buy back of debentures

60

(Profit) / Loss on Sale / Discard of Property, Plant and Equipment and Other Intangible Asset (Net)

247

Depreciation / Amortisation and Depletion Expense

22,203

Effect of Exchange Rate Change

107

(Profit)/Loss on Divestment of Stake

11

Net Gain on Financial Assets#

(2,076)

Tax on Exceptional Item

(948)

Dividend Income#

(110)

Interest Income#

(10,317)

Finance Costs#

21,880

Operating Profit before Working Capital Changes

84,556

Adjusted for:

Trade and Other Receivables

(9,804)

Inventories

(6,342)

Trade and Other Payables

38,050

Cash Generated from Operations

1,06,460

Taxes Paid (Net)

(8,386)

Net Cash Flow from Operating Activities*

98,074

B.

CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Property, Plant and Equipment and Other Intangible Assets

(76,517)

Proceeds from disposal of Property, Plant and Equipment and Other Intangible Assets

964

Purchase of Other Investments

(11,59,270)

Proceeds from Sale of Financial Assets (including advance received)

11,73,330

Upfront Fibre Payment

(16,439)

Net Cash Flow for Other Financial Assets

650

Interest Income

1,477

Dividend Income from Associates

18

Dividend Income from Others

70

Net Cash Flow used in Investing Activities

(75,717)

C.

CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issue of Equity Share Capital

18

Proceeds from Issue of Share Capital to Non-Controlling Interest/Compulsorily Convertible Debentures

111

Share Application Money

1

Payment of Lease Liabilities

(1,062)

Proceeds from Borrowing - Non-Current

28,665

Repayment of Borrowing - Non-Current

(18,179)

Borrowing - Current (Net)

25,095

Deferred Payment Liabilities

(1,370)

Movement in Deposits

(2,720)

Dividend Paid (including Dividend Distribution Tax)

(4,592)

Interest Paid

(28,508)

Net Cash Flow (used in) / from Financing Activities

(2,541)

Net Increase in Cash and Cash Equivalents

19,816

Opening Balance of Cash and Cash Equivalents

11,081

Add: Upon addition of Subsidiaries

23

Closing Balance of Cash and Cash Equivalents^

30,920

#Other

than Financial Services Segment

^ Includes towards Unclaimed divided of ₹ 220 crore.

*Includes amount spent in cash towards corporate social responsibility is 1,022 crore.

65

GENERAL INFORMATION

Our Company was originally incorporated as "Mynylon Limited" in the State of Karnataka as a public limited company, under the Companies Act, 1956, pursuant to a certificate of incorporation dated May 8, 1973 issued by the Registrar of Companies, Karnataka, at Bangalore. Thereafter our Company obtained a certificate of commencement of business on January 28, 1976. Subsequently, the name of our Company was changed to "Reliance Textile Industries Limited" and a fresh certificate of incorporation consequent on change of name dated March 11, 1977, was issued by the Registrar of Companies, Karnataka, at Bangalore. The name of our Company was further changed to "Reliance Industries Limited" and a fresh certificate of incorporation consequent on change of name dated June 27, 1985 was issued by the Registrar of Companies, Maharashtra, at Mumbai. For details, see "History and Corporate Structure" on page 121.

Registered and Corporate Office, CIN and Registration Number of our Company

Reliance Industries Limited

3rd Floor, Maker Chambers IV

222, Nariman Point

Mumbai 400 021

Maharashtra

CIN: L17110MH1973PLC019786

Registration Number: 019786

Address of the Registrar of Companies

Our Company is registered with the RoC, which is situated at the following address:

Registrar of Companies

100, Everest

Marine Drive

Mumbai 400 002

Maharashtra

Board of Directors

The following table sets out the details of our Board as of the date of this Letter of Offer:

Name

Designation

DIN

Address

Shri Mukesh D. Ambani

Chairman and

Managing

00001695

39, Altamount Road, Opp. Washington

Director

House, Mumbai 400 026, Maharashtra

Shri Nikhil R. Meswani

Executive Director

00001620

242 Rambha, 24th Floor, Nepeansea Road,

Mumbai 400 006, Maharashtra.

Shri Hital R. Meswani

Executive Director

00001623

Flat C-23/24, New Woodland Co-op Hsc Ltd,

Dr. G Deshmukh Marg, Mumbai 400 026,

Maharashtra.

Shri P.M.S. Prasad

Executive Director

00012144

92-93, Bakhtawar, 22 Narayan Dabholkar

Road, Mumbai 400 006, Maharashtra.

Shri Pawan Kumar Kapil

Executive Director

02460200

Bungalow No. 12, Sector - 5, Reliance

Greens, Motikhavdi, Jamnagar 361 142,

Gujarat.

Shri K.V. Chowdary

Non-Executive Director

08485334

Flat No. Teja 511, My Home Navadweepa,

Madhapur, K.V. Ranga Reddy, Hyderabad

500 081, Telangana.

Smt. Nita M. Ambani

Non-Executive

Non-

03115198

39, Altamount Road, Opp. Washington

Independent Director

House, Mumbai 400 026, Maharashtra.

Shri Yogendra P. Trivedi

Independent Director

00001879

Mistry Manor, Flat No. 14, 62A Nepean Sea

Road, Mumbai 400 006, Maharashtra.

Prof. Dipak C. Jain

Independent Director

00228513

915, Hamlin Street, Evanston, Illinois 60201,

66

Name

Designation

DIN

Address

USA.

Dr. Raghunath A. Mashelkar

Independent Director

00074119

Raghunath, D-4, Varsha Park, Baner, Pune

411 045, Maharashtra.

Shri Adil Zainulbhai

Independent Director

06646490

The Imperial Apartment, Flat No. 4701, B B

Nakashe Marg, Tardeo, Mumbai 400 034,

Maharashtra.

Shri Raminder Singh Gujral

Independent Director

07175393

House No. 109, Sector 10A, Chandigarh 160

011.

Dr. Shumeet Banerji

Independent Director

02787784

160 W, 62nd Street, Apt 42C, New York

10023-7540, USA.

Smt. Arundhati Bhattacharya

Independent Director

02011213

Flat 702, C Wing, Suvidha Emerald, Khed

Gully, Sai Bhakti Marg, Off Sayani Road,

Prabhadevi, Mumbai 400 025, Maharashtra.

Group Company Secretary and Chief Compliance Officer

Shri K. Sethuraman

3rd Floor, Maker Chambers IV 222, Nariman Point Mumbai 400 021 Maharashtra

Telephone: +91 (22) 3555 5000

E-mail: investor.relations@ril.com

Joint Company Secretary and Compliance Officer

Smt. Savithri Parekh

3rd Floor, Maker Chambers IV 222, Nariman Point Mumbai 400 021 Maharashtra

Telephone: +91 (22) 3555 5000

E-mail: investor.relations@ril.com

Global Co-ordinators and Lead Managers to the Issue

JM Financial Limited

Kotak Mahindra Capital Company Limited

7th

Floor, Cnergy, Appasaheb Marathe Marg

1st Floor, C-27 BKC, Plot No. 27, G Block

Prabhadevi, Mumbai 400 025

Bandra Kurla Complex, Bandra (East)

Telephone: +91 (22) 6630 3030; +91 (22) 6630 3262

Mumbai 400 051

E-mail: ril.rights@jmfl.com

Telephone: +91 (22) 4336 0000

Investor Grievance E-mail: grievance.ibd@jmfl.com

E-mail: ril.rights@kotak.com

Contact Person: Prachee Dhuri

Investor Grievance E-mail:

Website: www.jmfl.com

kmccredressal@kotak.com

SEBI Registration No.: INM000010361

Contact Person: Ganesh Rane

Website: www.investmentbank.kotak.com

SEBI Registration No.: INM000008704

Lead Managers to the Issue

Axis Capital Limited

BNP Paribas

1st

Floor, Axis House

BNP Paribas House, 1-North Avenue

C-2 Wadia International Centre

Maker Maxity, Bandra Kurla Complex Bandra (E),

Pandurang Budhkar Marg

Mumbai 400 051

Worli, Mumbai 400 025

Telephone: +91 (22) 3370 4000

Telephone: +91 (22) 4325 2183

E-mail: dl.rights.ril@asia.bnpparibas.com

67

E-mail: ril.rights@axiscap.in

Investor Grievance E-mail:

Investor Grievance E-mail: complaints@axiscap.in

indiainvestors.care@asia.bnpparibas.com

Contact Person: Sagar Jatakiya

Contact Person: Soumya Guha

Website: www.axiscapital.co.in

Website: www.bnpparibas.co.in

SEBI Registration No.: INM000012029

SEBI Registration No.: INM000011534

DSP Merrill Lynch Limited

Citigroup Global Markets India Private Limited

Ground Floor, "A" Wing

1202, 12th Floor, First International Financial Center

One BKC, "G" Block

G-Block, C 54 & 55

Bandra Kurla Complex

Bandra Kurla Complex

Bandra (East), Mumbai 400 051

Bandra (East) , Mumbai 400 098

Maharashtra, India

Maharashtra, India

Telephone: +91( 22) 6632 8000

Telephone: +91 (22) 6175 9999

E-mail: dg.ril_rights@bofa.com

E-mail: ril.rights@citi.com

Investor Grievance E-mail:

Investor Grievance E-mail:

dg.india_merchantbanking@bofa.com

investors.cgmib@citi.com

Contact Person: Rishabh Bhatt

Contact Person: Paritosh Bhandari

Website: www.ml-india.com

Website:

SEBI Registration No.: INM000011625

www.online.citibank.co.in/rhtm/citigroupglobalscree

n1.htm

SEBI Registration No.: INM000010718

Goldman Sachs (India) Securities Private Limited

HDFC Bank Limited

951-A Rational House

Investment Banking Group

Appasaheb Marathe Marg, Prabhadevi

Unit 401&402, 4th Floor, Tower B

Mumbai 400 025

Peninsula Business Park, Lower Parel

Telephone: +91 (22) 6616 9000

Mumbai 400 013

E-mail:gs-reliancerights@gs.com

Maharashtra, India

Investor Grievance E-mail:

Telephone: +91 (22) 3395 8233

india-client-support@gs.com

E-mail: ril.rights@hdfcbank.com

Contact Person: Rishabh Garg

Investor Grievance E-mail:

Website: www.goldmansachs.com

investor.redressal@hdfcbank.com

SEBI Registration No.: INM000011054

Contact Person: Harsh Thakkar/ Ravi Sharma

Website: www.hdfcbank.com

SEBI Registration No.: INM000011252

HSBC Securities and Capital Markets (India)

ICICI Securities Limited

Private Limited

ICICI Centre, H.T. Parekh Marg

52/60, Mahatma Gandhi Road, Fort Mumbai 400 001

Churchgate

Maharashtra, India

Mumbai - 400 020

Telephone: +91 (22) 2268 5555

Maharashtra, India

E-mail: rilrightsissue@hsbc.co.in

Telephone: +91 (22) 2288 2460

Investor Grievance E-mail:

E mail: ril.rights@icicisecurities.com

investorgrievance@hsbc.co.in

Investor Grievance E-mail:

Contact Person: Sanjana Maniar/Dhananjay Sureka

customercare@icicisecurities.com

Website: https://www.business.hsbc.co.in/en-

Contact Person: Arjun A Mehrotra/Rupesh Khant

gb/in/generic/ipo-open-offer-and-buyback

Website: www.icicisecurities.com

SEBI Registration No.: INM000010353

SEBI Registration No.: INM000011179

IDFC Securities Limited

J.P. Morgan India Private Limited

6th floor, One IndiaBulls Centre

J.P. Morgan Towers

Tower 1C, Senapati Bapat Marg, Elphinstone Road

Off CST Road, Kalina, Santacruz East

Mumbai 400013

Mumbai 400 098

Telephone: +91 (22) 4202 2500

Telephone: +91 (22) 6157 3000

E-mail: ril.rights@idfc.com

E-mail: RIL_RIGHTS_2020@jpmorgan.com

Investor Grievance E-mail:

Investor Grievance E-mail:

Investorgrievance@idfc.com

investorsmb.jpmipl@jpmorgan.com

Contact Person: Akshay Bhandari/Kunal Thakkar

Contact Person: Shagun Gupta

Website: www.idfc.com/capital/index.htm

Website: www.jpmipl.com

SEBI Registration No.: MB/INM000011336

SEBI Registration No.: INM000002970

68

Morgan Stanley India Company Private Limited

SBI Capital Markets Limited

18F, Tower II, One Indiabulls Centre

202, Maker Tower 'E'

841, Senapati Bapat Marg, Mumbai 400 013

Cuffe Parade

Telephone: +91 (22) 6118 1000

Mumbai 400 005

E-mail: rilrightsissue@morganstanley.com

Maharashtra, India

Investor Grievance E-mail:

Telephone: +91 (22) 2217 8300

investors_india@morganstanley.com

E-mail: ril.rights@sbicaps.com

Contact Person: Satyam Singhal

Investor Grievance E-mail:

Website: www.morganstanley.com/about-us/global-

investor.relations@sbicaps.com

offices/asia-pacific/india

Contact Person: Sylvia Mendonca/Aditya Deshpande

SEBI Registration No.: INM000011203

Website: www.sbicaps.com

SEBI Registration No.: INM000003531

Domestic Legal Counsel to our Company

AZB & Partners

AZB House

AZB House

Peninsula Corporate Park

Plot No. A8, Sector 4

Ganpatrao Kadam Marg, Lower Parel

Noida 201 301

Mumbai 400 013

India

India

Telephone: +91 (120) 417 9999

Telephone: +91 (22) 6639 6880

International Legal Counsel to our Company

Sidley Austin LLP

Level 31

Six Battery Road

Singapore 049909

Telephone: +65 62303900

Domestic Legal Counsel to the Global Co-ordinators and Lead Managers and the Lead Managers

Khaitan & Co

One Indiabulls Centre

10th and 13th Floor, Tower 1

841, Senapati Bapat Marg

Mumbai 400 013

Maharashtra, India

Telephone: +91 (22) 6636 5000

International Legal Counsel to the Global Co-ordinators and Lead Managers and the Lead Managers

Latham & Watkins LLP

9, Raffles Place

#42-02, Republic Plaza

Singapore 048619

Telephone: +65 6536 1161

Registrar to the Issue

Kfin Technologies Private Limited

(formerly known as "Karvy Fintech Private Limited") Selenium, Tower B

Plot No- 31 and 32, Financial District

Nanakramguda, Serilingampally

69

Hyderabad, Rangareddi 500 032, Telangana, India

Telephone: +91 (40) 6716 2222

Toll free number: 18004258998/18003454001

E-mail: ril.rights@kfintech.com

Investor Grievance E-mail:rilinvestor@kfintech.com

Contact Person: M. Murali Krishna

Website: www.kfintech.com

SEBI Registration No.: INR000000221

Investors may contact the Registrar or our Group Company Secretary and Chief Compliance Officer or our Joint Company Secretary and Compliance Officer for any pre-Issue or post-Issue related matter. All grievances relating to the ASBA process or R-WAP process may be addressed to the Registrar, with a copy to the SCSBs (in case of ASBA process), giving full details such as name, address of the Applicant, contact number(s), E-mail address of the sole/ first holder, folio number or demat account number, number of Rights Equity Shares applied for, amount blocked (in case of ASBA process) or amount debited (in case of R-WAP process), ASBA Account number and the Designated Branch of the SCSBs where the Application Form or the plain paper application, as the case may be, was submitted by the Investors along with a photocopy of the acknowledgement slip (in case of ASBA process), and copy of the e-acknowledgement (in case of R-WAP process). For details on the ASBA process and R-WAP process, see "Terms of the Issue" on page 272.

Experts

Our Company have not included any name in this Letter of Offer as an "expert" as defined under Section 2(38) of the Companies Act, 2013.

Bankers to the Issue

HDFC Bank Limited FIG-OPS Department-Lodha

I Think Techno Campus O-3 level Next to Kanjurmarg railway station Kanjurmarg (East), Mumbai 400 042 Telephone: +91 (22) 30752927/28/2914

E-mail: Vincent.Dsouza@hdfcbank.com/ Siddharth.Jadhav@hdfcbank.com/ Prasanna.Uchil@hdfcbank.com/ Neerav.Desai@@hdfcbank.com

Contact Person: Vincent Dsouza/ Siddharth Jadhav/Prasanna Uchil/ Neerav Desai

Website: www.hdfcbank.com

State Bank of India

Capital market branch, Mumbai main branch building 3rd floor, Samachar Marg, Fort

Mumbai 400 023

Telephone: 02222719102/02222719112

E-mail: sbi.11777@sbi.co.in/nib.11777@sbi.co.in

Contact Person: IndraKant Chaurasia

Website: sbi.co.in

Bankers to our Company

HDFC Bank Limited

Corporate Banking, Unit No. 401 & 402

4th Floor, Tower B, Peninsula Business Park Lower Parel, Mumbai 400 013 Telephone: 9310590166/022 33958108 E-mail: aastha.kharia@hdfcbank.com Contact Person: Aastha Kharia

70

Website: www.hdfbank.com

Axis Bank Limited

Sir P.M. Road, Jeevan Prakash Building

Fort, Mumbai 400 001

Telephone: 9167000042

E-mail: Fort.Operationshead@axisbank.com/Fort.Branchhead@axisbank.com

Contact Person: Mehdiali Fatteh

Website: www.axisbank.com

ICICI Bank Limited

ICICI Bank Tower

Bandra Kurla Complex

Mumbai - 400 051

Telephone: 91 22 26536453

E-mail: shreya.shah@icicibank.com

Contact Person: Shreya Sharma

Website: www.icicibank.com

Advisor to the Issue

IDBI Capital Markets & Securities Limited 6th Floor, IDBI Tower, World Trade Centre Cuffe Parade, Mumbai 400 005, Maharashtra, India Telephone: +91 (22) 2217 1700

E-mail: ril.rights@idbicapital.com

Contact Person: Subodh Gandhi / Sumit Singh

Website: www.idbicapital.com

Designated Intermediaries

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 as updated from time to time or at such other website as may be prescribed from time to time. Further, for a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA applications from the Designated Intermediaries and updated from time to time, please refer to the above mentioned link or any such other website as may be prescribed by SEBI from time to time.

Issue Schedule

Last Date for credit of Rights Entitlements:

Tuesday, May 19, 2020

Issue Opening Date:

Wednesday, May 20, 2020

Last Date for On Market Renunciation#:

Friday, May 29, 2020

Issue Closing Date*:

Wednesday, June 3, 2020

Finalisation of Basis of Allotment (on or about):

Wednesday, June 10, 2020

Date of Allotment (on or about):

Wednesday, June 10, 2020

Date of credit (on or about):

Thursday, June 11, 2020

Date of listing (on or about):

Friday, June 12, 2020

  • Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
    * Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their

71

demat account details to our Company or the Registrar not later than two Working Days prior to the Issue Closing Date, i.e., Monday, June 1, 2020 to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue Closing Date, i.e., June 2, 2020. Further, in accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have not furnished the details of their demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date, desirous of subscribing to Rights Equity Shares may also apply in this Issue during the Issue Period. For details, see "Terms of the Issue" on page 272.

Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Our Company, the Global Co-ordinators and Lead Managers and the Lead Managers or the Registrar will not be liable for any loss on account of non-submission of Applications on or before the Issue Closing Date. Further, it is also encouraged that the applications are submitted well in advance before Issue Closing Date, due to prevailing COVID- 19 related conditions. For details on submitting Application, see "Terms of the Issue" on page 272.

The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of the Registrar at https://rights.kfintech.com after keying in their respective details along with other security control measures implemented thereat. For details, see "Terms of the Issue" on page 272.

Credit Rating

As this Issue is of Equity Shares, there is no requirement of credit rating for this Issue.

Debenture Trustee

As this Issue is of Equity Shares, the appointment of a debenture trustee is not required.

Monitoring Agency

Our Company has appointed Axis Bank Limited as the monitoring agency, in accordance with Regulation 82 of the SEBI ICDR Regulations, to monitor the utilisation of Net Proceeds. The details of the Monitoring Agency are as follows:

Axis Bank Limited

Sir P.M. Road, Jeevan Prakash Building

Fort, Mumbai 400001

Telephone: 022 40867324/9167000042

E-mail: Fort.operationshead@axisbank.com/Fort.Branchhead@axisbank.com

Contact Person: Mehdiali Fatteh

Website: www.axisbank.com

Inter se allocation of responsibilities of the Global Co-ordinators and Lead Managers and the Lead Managers

The Global Co-ordinators and Lead Managers and the Lead Managers to the Issue shall be responsible for the following activities relating to co-ordination and other activities in relation to the Issue:

S.

Activity

Responsibility

Coordination

No.

1.

Capital structuring with the relative components and

All

the

Global

Co-

JM Financial Limited

formalities such as type of instrument, number of instruments

ordinators

and

Lead

to be issued, etc.

Managers

and the

Lead

Managers.

2.

Coordination for drafting and design of the Letter of Offer as

All

the

Global

Co-

JM Financial Limited

per the SEBI ICDR Regulations, SEBI LODR Regulations and

ordinators

and

Lead

other stipulated requirements and completion of filings with

Managers

and the

Lead

the Stock Exchanges and SEBI.

Managers.

72

S.

Activity

Responsibility

Coordination

No.

3.

Drafting, design and distribution of the Abridged Letter of

All

the

Global

Co-

Kotak Mahindra Capital

Offer and Application Form.

ordinators

and

Lead

Company Limited

Managers

and the

Lead

Managers.

4.

Drafting, design and distribution of the Rights Entitlement

All

the

Global

Co-

Kotak Mahindra Capital

Intimation.

ordinators

and

Lead

Company Limited

Managers

and the

Lead

Managers.

5.

Selection of various agencies connected with the Issue, namely

All

the

Global

Co-

JM Financial Limited

Registrar to the Issue, Escrow Bank/ Bankers to the Issue,

ordinators

and

Lead

Advertising Agency, Monitoring Agency and coordination of

Managers

and the

Lead

execution of related agreements.

Managers.

6.

Drafting and approval of all statutory advertisement.

All

the

Global

Co-

Kotak Mahindra Capital

ordinators

and

Lead

Company Limited

Managers

and the

Lead

Managers.

7.

Drafting and approval of all publicity material including

All

the

Global

Co-

IDFC Securities Limited

corporate advertisement, brochure, corporate films, etc.

ordinators

and

Lead

Managers

and the

Lead

Managers.

8.

Formulating and Coordination of International marketing

All

the

Global

Co-

Goldman Sachs (India)

strategy

ordinators

and

Lead

Securities Private Limited

Managers

and the

Lead

Managers.

9.

Formulating and Coordination of Domestic Institutional

All

the

Global

Co-

Kotak Mahindra Capital

marketing strategy

ordinators

and

Lead

Company Limited

Managers

and the

Lead

Managers.

10.

Formulating retail strategy which will cover, inter alia,

All

the

Global

Co-

ICICI Securities Limited

distribution of publicity and Issue materials including

ordinators

and

Lead

application form, brochure and Letter of Offer and

Managers

and the

Lead

coordination for queries related to retail investors.

Managers.

11.

Submission of 1% security deposit

All

the

Global

Co-

JM Financial Limited

ordinators

and

Lead

Managers

and the

Lead

Managers.

12.

Co-ordination with stock exchanges and formalities for use of

All

the

Global

Co-

Kotak Mahindra Capital

online software, bidding terminal, mock trading, etc.

ordinators

and

Lead

Company Limited

Managers

and the

Lead

Managers.

13.

Post-Issue activities, which shall involve essential follow-up

All

the

Global

Co-

Kotak Mahindra Capital

steps including follow-up with Escrow Bank/ Bankers to the

ordinators

and

Lead

Company Limited

Issue and the SCSBs to get quick estimates of collection and

Managers

and the

Lead

advising our Company about the closure of the Issue,

Managers.

finalization of the Basis of Allotment, technical rejections or

weeding out of multiple applications, listing of instruments,

dispatch of certificates or demat credit and refunds and

coordination with various agencies connected with the post-

issue activity such as Registrar to the Issue, Escrow Bank/

Bankers to the Issue, SCSBs, etc., and coordination for filing

of media compliance report, if any, release of 1% security

deposit

Appraising Entity

None of the purposes for which the Net Proceeds are proposed to be utilised have been financially appraised by any banks or financial institution or any other independent agency.

73

Minimum Subscription

Pursuant to the SEBI Circular dated April 21, 2020, bearing reference no. SEBI/HO/CFD/CIR/CFD/DIL/ 67/2020 granting relaxations from certain provisions of the SEBI ICDR Regulations, if our Company does not receive the minimum subscription of 75% of the Issue Size, our Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. However, if our Company receives subscription between 75% to 90%, of the Issue Size, at least 75% of the Issue Size shall be utilized for the objects of this Issue other than general corporate purpose. If there is delay in the refund of the subscription amount beyond such period as prescribed by applicable laws, our Company and Directors who are "officers in default" will pay interest for the delayed period, as prescribed under applicable laws.

Further, our Promoter and Promoter Group have confirmed that they will, subscribe to all of the unsubscribed portion in this Issue, subject to the aggregate shareholding of our Promoter and Promoter Group being compliant with the minimum public shareholding requirements under the SCRR and the SEBI Listing Regulations.

Underwriting

This Issue is not underwritten.

Filing

This Letter of Offer is being filed with the Designated Stock Exchange, with SEBI and the NSE, as per the provisions of the SEBI ICDR Regulations. Further, in terms of the SEBI ICDR Regulations, our Company will simultaneously while filing this Letter of Offer with the Designated Stock Exchange, submit a copy of this Letter of Offer to SEBI, at SEBI Bhawan, Plot No. C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India and do an online filing with SEBI through the SEBI intermediary portal at https://siportal.sebi.gov.in in terms of the circular (No. SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018 issued by the SEBI. Further, in light of the SEBI notification dated March 27, 2020, our Company will submit a copy of this Letter of Offer to the email address: cfddil@sebi.gov.in.

74

CAPITAL STRUCTURE

The share capital of our Company as on the date of this Letter of Offer is as provided below:

(in ₹ crore, except share data)

Aggregate value at face

Aggregate value

value

at Issue Price

1

AUTHORISED SHARE CAPITAL

14,00,00,00,000 Equity Shares of ₹10 each

14,000.00

N.A.

1,00,00,00,000 preference shares of ₹10 each

1,000.00

N.A.

  • ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THIS ISSUE

6,33,94,03,411 Equity Shares of ₹10 each

6,339.40

N.A.

3 PRESENT ISSUE IN TERMS OF THIS LETTER OF OFFER(1)

42,26,26,894 Rights Equity Shares, each at a premium of 1,247.00 per

422.63

53,124.20**

Rights Equity Share, i.e., at a price of 1,257.00 per Rights Equity

Share(3)

4 ISSUED CAPITAL AFTER THIS ISSUE(2)

6,76,20,30,305 Equity Shares of ₹10 each

6,762.03

N.A.

SUBSCRIBED AND PAID-UP CAPITAL AFTER THIS ISSUE

6,33,94,03,411 fully paid-up Equity Shares

6,339.40

N.A.

42,26,26,894 partly paid-up equity shares

105.66

N.A.

SECURITIES PREMIUM ACCOUNT

Before this Issue

₹ 61,399

After all the Calls are made in respect of Rights Equity Shares(4)

₹ 1,14,101*

  1. This Issue has been authorised by a resolution passed by our Board at its meeting held on April 30, 2020, pursuant to Section 62(1)(a) and other applicable provisions of the Companies Act, 2013.
  2. Assuming full subscription for and Allotment of the Rights Equity Shares. Please note that the Payment Schedule and the right to call up the remaining paid-up capital in one or more calls will be as determined by our Board at its sole discretion.
  3. On Application, Investors will have to pay ₹ 314.25 per Rights Equity Share which constitutes 25% of the Issue Price and the balance ₹ 942.75 per Rights Equity Share which constitutes 75% of the Issue Price, will have to be paid, on one or more subsequent Call(s), as determined by our Board at its sole discretion.
  4. Assuming full payment of all Calls by holders of Rights Equity Shares.

* Subject to finalisation of Basis of Allotment, Allotment and deduction of Issue expenses.

**Rounded off to two decimal places.

75

Notes to the Capital Structure

1. Shareholding pattern of our Company as per the last quarterly filing with the Stock Exchanges in compliance with the provisions of the SEBI Listing Regulations:

  1. The shareholding pattern of our Company as on March 31, 2020, is as follows:

Categ

Category

Nos. of

No. of fully paid

No. of

No. of

Total nos. shares

Sharehold

Number of Voting Rights held in each class of

No. of

Shareholdin

Number of

Number of

Number of

ory (I)

of

shareholder

up equity shares

Partly

shares

held

ing as a %

securities (IX)

Shares

g , as a %

Locked in

Shares pledged

equity shares

sharehold

s (III)

held

paid-

underlying

(VII) = (IV)

of total no.

Underlying

assuming

shares(XII)

or otherwise

held in

er

(IV)

up

Depository

+(V)+(VI)

of shares

Outstandin

full

encumbered(XI

dematerialized

(II)

equity

Receipts

(calculate

g

conversion

II)

form (XIV)

shares

(VI)

d as per

Number of Voting

Total as

convertible

of

No

As a %

No.

As a %

held

SCRR,

Rights

a % of

securities

convertible

.

of total

(a)

of total

(V)

1957)

Class X

Class

Total

(A+B+C)

(including

securities

(a)

Shares

Shares

(VIII) As

(Equity)

Y

Warrants)

(as a

held (b)

held (b)

a % of

(X)

percentage

(A+B+C2)

of diluted

share

capital)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

Promoter

52

3,09,80,84,968

0

0

3,09,80,84,968

50.07

3,09,80,84,968

0

3,09,80,84,968

48.87

0

50.07

0

0.00

0

0.00

3,09,80,84,968

(A)

&

Promoter

Group

(B)

Public

26,32,119

3,08,98,18,346

0

0

3,08,98,18,346

49.93

3,08,98,18,346

0

3,08,98,18,346

48.74

0

49.93

0

0.00

NA

NA

3,02,16,98,907

*

*

Non

(C)

Promoter-

Non Public

Shares

1

0

0

15,13,64,196

15,13,64,196

NA

15,13,64,196

0

15,13,64,196

2.39

0

NA

0

0.00

NA

NA

15,13,32,396

(C1)

underlying

DRs

Shares

0

0

0

0

0

0.00

0

0

0

0.00

0

0.00

0

0.00

NA

NA

0

(C2)

held by

Employee

Trusts

Total

26,32,172

6,18,79,03,314

0

15,13,64,196

6,33,92,67,510

100.00

6,33,92,67,510

0

6,33,92,67,510

100.00

0

100.00

0

0.00

0.00

0.00

6,27,11,16,271

  • Includes 74,32,768 equity shares held in the Unclaimed Suspense Account and 3,31,47,277 equity shares held by Investor Education and Protection Fund (IEPF) Authority on which voting rights are frozen.

76

  1. Statement showing shareholding pattern of the Promoter and Promoter Group as on March 31, 2020 is as follows:

(A)

Category & Name

Nos. of

No. of fully

No. of

No. of

Total nos.

Shareholding %

Number of Voting Rights held in each class

No. of

Shareholding,

Number of

Number of Shares

Number of

of the

shareholder

paid up

Partly

shares

shares held

calculated as

of securities (IX)

Shares

as a %

Locked in

pledged or

equity shares

shareholders (I)

(III)

equity shares

paid-

underlying

(VII)=

per SCRR, 1957

Underlying

assuming full

shares(XII)

otherwise

held in

held (V)

up

Depository

(IV)+(V)+(VI)

As a % of

Outstanding

conversion of

encumbered(XIII)

dematerialized

equity

Receipts

(A+B+C2)(VIII)

Number of Voting Rights

Total

convertible

convertible

No.(a)

As a

No.

As a % of

form (XIV)

shares

(VI)

Class

Class

Total

as a %

securities

securities (as

% of

(a)

total

held

X(Equity)

Y

of

(including

a percentage

total

Shares

(V)

Total

Warrants)

of diluted

Shares

held (b)

Voting

(X)

share capital)

held

rights

(XI)=

(b)

(VII)+(X) as

a % of

(A+B+C2)

(1)

Indian

(a)

Individuals/Hindu

undivided Family

Shri Mukesh D

1

75,00,000

0

0

75,00,000

0.12

75,00,000

0

75,00,000

0.12

0

0.12

0

0.00

0

0.00

75,00,000

Ambani

Smt Nita M

1

75,00,000

0

0

75,00,000

0.12

75,00,000

0

75,00,000

0.12

0

0.12

0

0.00

0

0.00

75,00,000

Ambani

Smt Isha M

1

75,00,000

0

0

75,00,000

0.12

75,00,000

0

75,00,000

0.12

0

0.12

0

0.00

0

0.00

75,00,000

Ambani

Shri Akash M

1

75,00,000

0

0

75,00,000

0.12

75,00,000

0

75,00,000

0.12

0

0.12

0

0.00

0

0.00

75,00,000

Ambani

Shri Anant M

1

75,00,000

0

0

75,00,000

0.12

75,00,000

0

75,00,000

0.12

0

0.12

0

0.00

0

0.00

75,00,000

Ambani

K D Ambani

1

1,46,62,148

0

0

1,46,62,148

0.24

1,46,62,148

0

1,46,62,148

0.23

0

0.24

0

0.00

0

0.00

1,46,62,148

(b)

Central

Government/ State

Government(s)

(c)

Financial

Institutions/ Banks

(d)

Any Other

(specify)

i) Bodies

Corporate

Srichakra

1

68,88,95,274

0

0

68,88,95,274

11.13

68,88,95,274

0

68,88,95,274

10.87

0

11.13

0

0.00

0

0.00

68,88,95,274

Commercials LLP

Devarshi

1

50,81,66,996

0

0

50,81,66,996

8.21

50,81,66,996

0

50,81,66,996

8.02

0

8.21

0

0.00

0

0.00

50,81,66,996

Commercials LLP

Karuna

1

50,81,66,996

0

0

50,81,66,996

8.21

50,81,66,996

0

50,81,66,996

8.02

0

8.21

0

0.00

0

0.00

50,81,66,996

Commercials LLP

Tattvam

1

50,81,66,996

0

0

50,81,66,996

8.21

50,81,66,996

0

50,81,66,996

8.02

0

8.21

0

0.00

0

0.00

50,81,66,996

Enterprises LLP

Samarjit

1

11,60,81,370

0

0

11,60,81,370

1.88

11,60,81,370

0

11,60,81,370

1.83

0

1.88

0

0.00

0

0.00

11,60,81,370

Enterprises LLP

Abhayaprada

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Adisesh

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

77

(A)

Category & Name

Nos. of

No. of fully

No. of

No. of

Total nos.

Shareholding %

Number of Voting Rights held in each class

No. of

Shareholding,

Number of

Number of Shares

Number of

of the

shareholder

paid up

Partly

shares

shares held

calculated as

of securities (IX)

Shares

as a %

Locked in

pledged or

equity shares

shareholders (I)

(III)

equity shares

paid-

underlying

(VII)=

per SCRR, 1957

Underlying

assuming full

shares(XII)

otherwise

held in

held (V)

up

Depository

(IV)+(V)+(VI)

As a % of

Outstanding

conversion of

encumbered(XIII)

dematerialized

equity

Receipts

(A+B+C2)(VIII)

Number of Voting Rights

Total

convertible

convertible

No.(a)

As a

No.

As a % of

form (XIV)

shares

(VI)

Class

Class

Total

as a %

securities

securities (as

% of

(a)

total

held

X(Equity)

Y

of

(including

a percentage

total

Shares

(V)

Total

Warrants)

of diluted

Shares

held (b)

Voting

(X)

share capital)

held

rights

(XI)=

(b)

(VII)+(X) as

a % of

(A+B+C2)

Ajitesh Enterprises

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

LLP

Badri Commercials

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

LLP

Bhuvanesh

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Chakradhar

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Commercials LLP

Chakresh

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Chhatrabhuj

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Harinarayan

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Kankhal Trading

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

LLP

Pavana Enterprises

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

LLP

Pitambar

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Rishikesh

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Shripal Enterprises

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

LLP

Taran Enterprises

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

LLP

Trilokesh

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Commercials LLP

Vishatan

1

200

0

0

200

0.00

200

0

200

0.00

0

0.00

0

0.00

0

0.00

200

Enterprises LLP

Reliance Industries

1

25,75,37,726

0

0

25,75,37,726

4.16

25,75,37,726

0

25,75,37,726

4.06

0

4.16

0

0.00

0

0.00

25,75,37,726

Holding

Private

Limited

Synergy Synthetics

1

200

0

0

200