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: [email protected]; 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: [email protected] Maharashtra, India E-mail: [email protected] Telephone: +91 (22) 4336 0000 E-mail: [email protected] Investor Grievance E-mail: Telephone: +91( 22) 6632 8000 Investor Grievance E-mail: E-mail: [email protected] Investor Grievance E-mail: [email protected] E-mail: [email protected] [email protected] Investor Grievance E-mail: [email protected] Contact Person: Soumya Guha Investor Grievance E-mail: Contact Person: Prachee Dhuri [email protected] Contact Person: Sagar Jatakiya Website: www.bnpparibas.co.in [email protected] 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: [email protected] Telephone: +91 (22) 3395 8233 E-mail: [email protected] E mail: [email protected] Maharashtra, India Investor Grievance E-mail: E-mail: [email protected] Investor Grievance E-mail: Investor Grievance E-mail: Telephone: +91 (22) 6175 9999 [email protected] Investor Grievance E-mail: [email protected] [email protected] E-mail: [email protected] Contact Person: Rishabh Garg [email protected] 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 [email protected] 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: [email protected] E-mail: [email protected] E-mail: [email protected] Telephone: +91 (22) 2217 8300 Nanakramguda, Serilingampally