DEBENTURE TRUSTEE REGISTRAR & TRANSFER AGENT › downloads › ipo › 2017111311414RIL IM 10… · The Issuer reserves the right to close the Issue earlier from the aforesaid date

Disclosure Document

For private circulation only

CIN - L17110MH1973PLC019786 Registered Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021

Compliance Officer: K Sethuraman Tel: +91-22-6255 5000; Fax: +91-22-6255 5111; E-mail: [email protected]; Website: www.ril.com

DISCLOSURE DOCUMENT DATED NOVEMBER 08, 2017 Disclosure Document for issue by way of private placement by Reliance Industries Limited (“RIL” or the “Company” or the “Issuer”) of 50,000 Unsecured Redeemable Non-Convertible Debentures – PPD Series D (the “Debentures”) of the face value of Rs. 10,00,000 each, with marketable lot of one, for cash aggregating to Rs. 5,000 Crore (the “Issue”). This Issue is on a private placement basis and incorporates disclosures in accordance with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (the “SEBI ILDS Regulations”).

GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and Eligible Investor(s) should not invest any funds in the debt instrument, unless they understand the terms and conditions of the Issue and can afford to take the risks attached to such investments. For taking an investment decision, potential Eligible Investor(s) must rely on their own examination of the Company, the issue of any Debentures and this Disclosure Document. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Eligible Investor(s) are advised to take an informed decision and consult their tax, legal, financial and other advisers, regarding the suitability of the Debentures in the light of their particular financial circumstances and investment objectives and risk profile.

CREDIT RATING The Debentures have been rated “CRISIL AAA/ Stable” (“CRISIL TRIPLE A rating with stable outlook”) by CRISIL Limited, “ICRA AAA/ Stable” (“ICRA TRIPLE A rating with stable outlook”) by ICRA Limited and “CARE AAA/ Stable” (“CARE TRIPLE A rating with stable outlook”) by CARE Ratings Limited (CRISIL Limited, ICRA Limited and CARE Ratings Limited are hereinafter collectively referred to as the “Credit Rating Agencies”). This indicates “highest degree of safety” with respect to timely payment of interest and principal on the Debentures. The ratings are not a recommendation to buy, sell or hold the Debentures and the Eligible Investor(s) should take their own investment decision. The ratings may be subject to suspension, revision or withdrawal at any time by the assigning Credit Rating Agency. Each Credit Rating Agency has a right to revise, suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or other circumstances which such agency believes may have an impact on its rating. Please refer to Annexures 4, 5 and 6 to this Disclosure Document for rating letters by the Credit Rating Agencies.

LISTING The Debentures are proposed to be listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). NSE and BSE shall be collectively referred to as the “Stock Exchanges”. BSE Limited shall be the designated stock exchange for the Issue. The Issuer shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR Regulations”) to the extent applicable to it on a continuous basis. The Stock Exchanges have given their in-principal listing approvals for the Debentures proposed to be offered through this Disclosure Document vide their letters dated November 06, 2017 and November 06, 2017, respectively. Please refer to Annexures 7 and 8 to this Disclosure Document for the ‘in-principle’ listing approvals from the respective Stock Exchanges.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY IN DATE DEEMED DATE OF ALLOTMENT November 08, 2017 November 08, 2017 November 08, 2017 November 08, 2017

The Issuer reserves the right to close the Issue earlier from the aforesaid date or change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription at the commencement of banking hours and close at the close of banking hours. The Issue shall be subject to the provisions of the Companies Act, 1956, to the extent in force and applicable (the “1956 Act”), the Companies Act, 2013, as amended, to the extent it repeals the 1956 Act (the “2013 Act” together with the 1956 Act, “Companies Act”), the rules notified thereunder, SEBI ILDS Regulations, SEBI LODR Regulations, the Memorandum and Articles of Association of the Issuer, the terms and conditions of this Disclosure Document filed with the Stock Exchanges, the Debenture Trust Deed and other documents in relation to the Issue.

DEBENTURE TRUSTEE REGISTRAR & TRANSFER AGENT

Axis Trustee Services Limited

Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400 025,

Maharashtra, India Tel: 91-22– 2425 5215/5216

Fax: 91-22- 4325 3000 E-mail: [email protected]

Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32 Gachibowli Financial District, Nanakramguda,

Hyderabad – 500 032, Telengana, India

Tel: +91-40-6716 1700 Fax: +91-40-6716 1680

Toll Free: 1800 425 8998 E-mail: [email protected]

Strictly Confidential Disclosure Document


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TABLE OF CONTENTS FORWARD LOOKING STATEMENTS ........................................................................................... 4 1. Abbreviations ...................................................................................................................... 7 2. Issuer Information ............................................................................................................... 8 2.1 About the Issuer ................................................................................................................. 8 2.2 Brief summary of Business/ Activities of the Issuer and its line of Business ................... 11 2.2.1 Overview ........................................................................................................................... 11 Other Major Businesses ................................................................................................................ 15 Strengths ....................................................................................................................................... 20 Global Leadership ......................................................................................................................... 20 Awards and Recognition ............................................................................................................... 20 Pre-eminent Position in the Domestic Market .............................................................................. 21 Highly Integrated Manufacturing Processes ................................................................................. 22 Operational Excellence ................................................................................................................. 22 Cost Competitiveness ................................................................................................................... 22 World-class project Implementation .............................................................................................. 22 Shareholders ................................................................................................................................. 23 Stable and Robust Financial Position and Strong Cash Position ................................................. 23 Prudent Financial Strategy ............................................................................................................ 23 World-class Business Platforms and Diversified Portfolio ............................................................ 23 2.2.2 Corporate Structure .......................................................................................................... 24 2.2.3 Key Operational and Financial Parameters for the last 3 Audited years*** ..................... 27 2.2.4 Objects of the Issue .......................................................................................................... 29 2.3 Brief history of the Issuer since its incorporation ............................................................. 29 2.3.1 Details of Share Capital as on last quarter end i.e. September 30, 2017........................ 29 2.3.2 Changes in Capital structure as on last quarter end, i.e. September 30, 2017 for the last 5

years* ................................................................................................................................ 29 2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. September 30,

2017 for the last 5 Years .................................................................................................. 30 2.3.4 Details of any Acquisition or Amalgamation in the last 1 year ......................................... 31 2.3.5 Details of any Reorganization or Reconstruction in the last 1 year ................................. 31 2.4 Details of the shareholding of the Company as on the latest quarter end i.e. September 30,

2017 .................................................................................................................................. 32 2.4.1 Shareholding pattern of the Company as on last quarter end i.e. September 30, 2017* 32 2.4.2 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e.

September 30, 2017 ......................................................................................................... 32 2.5 Details regarding the Directors of the Company .............................................................. 33 2.5.1 Details of the current Directors of the Company as of the date of this Disclosure Document

.......................................................................................................................................... 33 2.5.2 Details of change in Directors since last three years ....................................................... 36 2.6 Details regarding the Auditors of the Company ............................................................... 36 2.6.1 Details of the statutory auditors of the Company ............................................................. 36 2.6.2 Details of change in statutory auditors since last three years .......................................... 36 2.7 Details of borrowings of the Company as on latest quarter ended i.e. September 30, 2017

.......................................................................................................................................... 37 2.7.1 Details of Secured Loan Facilities* .................................................................................. 37 2.7.2 Details of Unsecured Loan Facilities* .............................................................................. 38 2.7.3 Details of NCDs as of September 30, 2017 ..................................................................... 45 2.7.4 List of top 10 Debenture Holders as on September 30, 2017.......................................... 47



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2.7.5 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on September 30, 2017 ...................................................... 48

2.7.6 Details of Commercial Papers .......................................................................................... 49 2.7.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures/ Preference Shares) as on September 30, 2017 ...................... 49 2.7.8 Details of all default/s and/or delay in payments of interest and principal of any kind of term

loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years .................................................................... 50

2.7.9 Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option ....................................................................................... 50

2.8 Details of Promoters of the Company .............................................................................. 50 2.8.1 Details of Promoter Holding in the Company as on the latest quarter end i.e. September

30, 2017 ............................................................................................................................ 50 2.9 Abridged version of Financial information for the last 3 years ......................................... 52 2.9.1 Abridged version of Audited Consolidated financial information for the last three years 52 2.9.2 Abridged version of Audited Standalone financial information for the last three years ... 53 2.9.3 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated financial

information ........................................................................................................................ 54 2.9.4 Abridged version of Latest Audited / Limited Review Half Yearly Standalone financial

information ........................................................................................................................ 55 2.10 Any material event/ development or change having implications on the financials/ credit

quality (i.e. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities. ........................................................................................................... 55

2.11 Debenture Trustee ............................................................................................................ 56 2.12 Credit Rating of Debentures ............................................................................................. 56 2.13 Guarantee or comfort for the Debentures ........................................................................ 56 2.14 Consent letter from the Debenture Trustee...................................................................... 56 2.15 Listing of Debentures ........................................................................................................ 56 2.16 Other Details ..................................................................................................................... 57 3. Issue Details ..................................................................................................................... 67 4. Disclosures Pertaining To Wilful Default .......................................................................... 72 DECLARATION BY THE ISSUER ................................................................................................ 73 Annexure 1: Application form ........................................................................................................ 74 Annexure 2: Registrar & Transfer Agent Consent Letter.............................................................. 78 Annexure 3: Debenture Trustee Consent Letter........................................................................... 79 Annexure 4: CRISIL Ratings Letter .............................................................................................. 80 Annexure 5: ICRA Ratings Letter ................................................................................................. 81 Annexure 6: CARE Ratings Letter ................................................................................................ 82 Annexure 7: BSE Limited In-Principal Approval ........................................................................... 83 Annexure 8: NSE In-Principal Approval ........................................................................................ 84 Annexure 9: Board Resolution ...................................................................................................... 85 Annexure 10: Shareholders Resolution ........................................................................................ 87



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DISCLAIMER This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. The Issue to be listed on the Stock Exchanges is being made strictly on a private placement basis. This Disclosure Document is not intended to be circulated to any person other than the Eligible Investor(s). Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document has been prepared in conformity with the SEBI ILDS Regulations. The Eligible Investor(s) should carefully consider the disclosures in the Disclosure Document and any of its addendums or amendments, before investing. This Disclosure Document has been prepared to provide general information about the Issuer and the Debentures to potential Eligible Investor(s) to whom it is addressed and who are willing and eligible to subscribe to the Issue. This Disclosure Document does not purport to contain all the information that any potential Eligible Investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Issue is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt as a recommendation to subscribe to the Issue or purchase any Debentures. Each Eligible Investor contemplating subscribing to the Issue or purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer as well as the structure of the Issue. Potential Eligible Investor(s) should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Eligible Investor’s particular circumstances. It is the responsibility of potential Eligible Investor(s) to also ensure that they will sell these Debentures strictly in accordance with this Disclosure Document and Applicable Laws. The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information in accordance with the SEBI ILDS Regulations that is material in the context of the Issue of the Debentures, and is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein not misleading, in the light of the circumstances under which they are made. No person has been authorised to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential Eligible Investor(s) pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed through a communication by the Issuer and only such recipient(s) are eligible to apply for the Debentures. The contents of this Disclosure Document and any other information supplied in connection with this Disclosure Document or the Debentures are intended to be used only by those Eligible Investor(s) to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced or disseminated by the recipient. The Issue of the Debentures will not be under the electronic book building mechanism as in terms of paragraph 4.1 of the SEBI circular on ‘Electronic book mechanism for issuance of debt securities on private placement basis’ dated April 21, 2016, the Issuer has an option to not follow electronic book building mechanism where the issue is to a single investor, where coupon rate is fixed and there is no arranger for the issue.



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No invitation is being made to any person other than the ones to whom Application Form along with this Disclosure Document will be sent by or on behalf of the Issuer. Any application by a person to whom this Disclosure Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Disclosure Document and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party or deliver this Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures to any other person without the consent of the Issuer. Any distribution or reproduction of this Disclosure Document in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures is unauthorized. Failure to comply with this instruction may result in a violation of the Companies Act, the SEBI ILDS Regulations or other Applicable Laws of India and other jurisdictions. This Disclosure Document has been prepared by the Issuer for providing information in connection with the proposed Issue described in this Disclosure Document. Each person receiving the Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. Each person in possession of this Disclosure Document should carefully read and retain this Disclosure Document. However, each such person in possession of this Disclosure Document is not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and such persons in possession of this Disclosure Document should consult their own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. Each person receiving this Disclosure Document acknowledges and confirms that he is not an arranger for the Debentures. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Disclosure Document nor any issue of Debentures made thereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction (other than India) in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of Disclosure Document or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to the Eligible Investor(s) on the strict understanding that the contents hereof are strictly confidential and may not be transmitted to others, whether in electronic form or otherwise. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction other than India. DISCLAIMER OF THE STOCK EXCHANGES As required under Applicable Law, a copy of this Disclosure Document shall be submitted to the Stock Exchanges for hosting the same on their website. It is to be distinctly understood that such submission of this Disclosure Document with Stock Exchanges or hosting the same on their website should not in any way be deemed or construed that the document has been cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document; nor does it warrant that the Issuer’s Debentures will be listed or continue to be listed on the Stock Exchanges; nor does it take responsibility for the financial or other soundness of the Issuer, its



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promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any Debentures of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. DISCLAIMER OF SEBI This Disclosure Document has not been filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. It is to be distinctly understood that this Disclosure Document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility for the correctness of the statements made or opinions expressed in this Disclosure Document. Since the Issue is being made on private placement basis, this Disclosure Document is not required to be filed with SEBI, however SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this document. CONFIDENTIALITY By accepting a copy of this Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures, each recipient agrees that neither it nor any of its employees or advisors will use the information contained herein for any purpose other than evaluating the transaction described herein or will divulge to any other party any such information. This Disclosure Document or any other information supplied in connection with this Disclosure Document or the Debentures must not be photocopied, reproduced, extracted or distributed in full or in part to any person other than the recipient without the prior written consent of the Issuer. CAUTIONARY NOTE By investing in the Debentures, the Eligible Investor(s) acknowledge that they: (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) have not requested the Issuer to provide it with any further material or other information, (iii) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (iv) have made their own investment decision regarding the Debentures based on their own knowledge (and information they have or which is publicly available) with respect to the Debentures or the Issuer, (v) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, (vi) are not relying upon, and have not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Issuer, and (vii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures, and they will not look to the Debenture Trustee appointed for the Debentures for all or part of any such loss or losses that they may suffer.



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FORWARD LOOKING STATEMENTS

Certain statements in this Disclosure Document are not historical facts but are “forward-looking” in nature. Forward-looking statements appear throughout this Disclosure Document. Forward-looking statements include statements concerning the Issuer’s plans, financial performance etc., if any, the Issuer’s competitive strengths and weaknesses, and the trends the Issuer anticipates in the industry, along with the political and legal environment, and geographical locations, in which the Issuer operates, and other information that is not historical information.

Words such as “aims”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “future”, “goal”, “intend”, “is likely to”, “may”, “plan”, “predict”, “project”, “seek”, “should”, “targets”, “would” and similar expressions, or variations of such expressions, are intended to identify and may be deemed to be forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved.

Prospective Eligible Investor(s) should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited, to:

• compliance with recently introduced laws and regulations, and any further changes in laws and regulations applicable to India;

• availability of adequate debt and equity financing at reasonable terms;

• our ability to effectively manage financial expenses and fluctuations in interest rates;

• our ability to successfully implement our business strategy;

• our ability to manage operating expenses;

• performance of the Indian debt and equity markets; and

• general, political, economic, social, business conditions in Indian and other global markets.

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. Although the Issuer believes that the expectations reflected in such forward-looking statements are reasonable at this time, the Issuer cannot assure Eligible Investor(s) that such expectations will prove to be correct. Given these uncertainties, Eligible Investor(s) are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the Issuer’s actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements. As a result, actual future gains or losses could materially differ from those that have been estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Forward looking statements speak only as of the date of this Disclosure Document. None of the Issuer, its Directors, its officers or any of their respective affiliates or associates has any obligation to update or otherwise revise any statement reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.



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DEFINITIONS AND ABBREVIATIONS

In this Disclosure Document, unless the context otherwise requires, the terms defined, and abbreviations expanded below shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Further, unless otherwise indicated or the context otherwise requires, all references to “the Company”, “our Company”, “RIL”, “Issuer”, “we”, “us” or “our” is to Reliance Industries Limited and references to “you” are to the prospective Eligible Investor(s) in the Debentures.

TERM DESCRIPTION Articles or Articles of Association

Articles of Association of the Issuer, as amended from time to time

Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Disclosure Document or at any time thereafter in India

Application Form application form to be filled by an Eligible Investor as provided in Annexure 1 of this Disclosure Document

Auditors S R B C & Co LLP, Chartered Accountants and D T S & Associates, Chartered Accountants

Board or Board of Directors

The Board of Directors of RIL

Business Day A day (except for a Saturday or Sunday) on which commercial banks are open for general business in Mumbai (Maharashtra)

Business Day Convention

If any of the Coupon Payment Date(s), other than the ones falling on the Redemption Date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day, which becomes the Coupon Payment Date for that Coupon. However, the future Coupon Payment Dates would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent Coupon Payment Dates would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a non-Business Day If the Redemption Date of the Debentures falls on a day that is not a Business Day, the Redemption Amount shall be paid by the Issuer on the immediately preceding Business Day, which becomes the new Redemption Date, along with interest accrued on the Debentures until but excluding the date of such payment

Coupon Payment Date The date when the Coupon shall become due and payable in accordance with the terms of this Disclosure Document and the Debenture Trust Deed

Date of Subscription The date of realisation of proceeds of subscription money in the bank account of the Company



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TERM DESCRIPTION Debentures 50,000 Unsecured Redeemable Non-Convertible Debentures – PPD Series D of

the face value of Rs. 10,00,000/- each (Rupees Ten Lakh each)

Debenture Holder(s)/ Beneficial Owner(s)

Person(s) holding the Debenture(s) and whose name(s) is recorded as “Beneficial Owner” with the Depository (for Debentures held in dematerialized form) as defined under clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996, as amended) or the person(s) whose name(s) appears as holder of Debenture(s) in the Register of Debenture Holder(s) (for Debenture(s) held in physical form)

Debenture Trustee Axis Trustee Services Limited, as trustee for the benefit of the Debenture Holder(s) / Beneficial Owner(s)

Debenture Trustee Agreement

The debenture trustee agreement entered into between the Issuer and the Debenture Trustee for the appointment of the Debenture Trustee

Debenture Trust Deed The trust deed to be entered into between the Issuer and the Debenture Trustee

Debenture Trustee Regulations

SEBI (Debenture Trustee) Regulations, 1993, as amended

Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended

Depository Participant/ DP

A Depository Participant as defined under Depositories Act, 1996, as amended

Designated Stock Exchange

BSE Limited

Directors The directors of RIL

Disclosure Document The Disclosure Document for private placement of 50,000 Unsecured Redeemable Non-Convertible Debentures – PPD Series D of the face value of Rs. 10,00,000/- each (Rupees Ten Lakh each)

Eligible Investor(s) Shall have the meaning given to the term in Section 3 titled “Issue Details”

Finance Committee Finance Committee of the Board of Directors

Governmental Authority

Any (a) government (central, state or otherwise) or sovereign state; (b) any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof; and (c) international organisation, agency or authority, or including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law

Redemption Date At par at the end of 5 years from the Deemed Date of Allotment i.e. November 08, 2022. If the Redemption Date is not a Business Day, then the Redemption Date shall be arrived at as per the Business Day Convention

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended

All other capitalised terms not defined above shall have the meaning assigned to them in “Issuer Information” and “Issue Details” of this Disclosure Document.



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1. Abbreviations

& and 1H 1st half of the FY 4G 4th Generation BS VI Bharat Stage VI emission standards BSE BSE Limited BWA Broadband Wireless Access CARE CARE Ratings Limited CBM Coal Bed Methane CDSL Central Depository Services (India) Limited Cr Crore CRISIL CRISIL Limited CY Calendar Year DL Down Link DRR Debenture Redemption Reserve DTA Domestic Tariff Area EBIT Earnings Before Interest and Tax EBITDA Earnings Before Interest, Tax, Depreciation and Amortization ECA Export Credit Agency ECB External Commercial Borrowings ECGC Export Credit Guarantee Corporation of India Limited FTTH Fibre to the home EO Ethylene Oxide FCY Foreign Currency FY Financial Year GMPCS Global Mobile Personal Communication by Satellite GoI Government of India GRM Gross Refining Margin HDPE High Density Poly Ethylene HSD High Speed Diesel HSE Health, Safety, Environment HSSE Health, Safety, Security and Environment ICRA ICRA Limited Ind AS Indian Accounting Standards IRDA Insurance Regulatory and Development Authority JOA Joint Operating Agreement KT Kilo Tonnes KTPA Kilo Tonnes Per Annum LAB Linear Alkyl Benzene LDPE Low Density Polyethylene LLDPE Linear Low-Density Polyethylene LPG Liquefied Petroleum Gas LTE Long Term Evolution MEG Mono Ethylene Glycol MHz Megahertz MMBPD Million Barrels Per Day MMBTU Million Metric British Thermal Units MMSCMD Million Standard Cubic Meter Per Day MMT Million Tonnes MMTPA Million Tonnes Per Annum N.A. Not Applicable NEFT National Electronic Funds Transfer NSDL National Securities Depository Limited



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NSE National Stock Exchange of India Limited p.a. Per annum PAN Permanent Account Number PAT Profit After Tax PBR Polybutadiene Rubber PBT Profit Before Tax PE Polyethylene PET Poly Ethylene Terephthalate PFY Polyester Filament Yarn PMT Panna Mukta Tapti POY Partially Oriented Yarn PI Participating Interest PP Poly Propylene PPD Private Placement of Debentures PSF Polyester Staple Fibre PTA Purified Terepthalic Acid PVC Poly Vinyl Chloride PX Paraxylene R&D Research and Development R&M Refining and Marketing RIL Reliance Industries Limited ROC Registrar of Companies, Maharashtra at Mumbai RJIL or Jio Reliance Jio Infocomm Limited ROGC Refinery Off Gas Cracker RTGS Real Time Gross Settlement Rs. Indian Rupee SBR Styrene Butadiene Rubber SEZ Special Economic Zone SEBI Securities and Exchange Board of India TDS Tax Deducted at Source TEA Technical Evaluation & Assessment UL Up Link USA United States of America USD or US$ or $

United States Dollar

VLCC Very Large Crude Carrier VLEC Very Large Ethane Carrier VoLTE Voice Over LTE w.e.f. with effect from WCDL Working Capital Demand Loan WDM Wholesale Debt Market Wi-Fi Wireless local area y-o-y Year on Year

2. Issuer Information

2.1 About the Issuer

The Issuer was founded and promoted by Padma Vibhushan Shri Dhirubhai H. Ambani and incorporated on May 8, 1973 as Mynylon Limited in the State of Karnataka in India. The Issuer obtained the certificate of commencement of business on January 28, 1976. The name of Mynylon Limited was changed to Reliance Textile Industries Limited w.e.f. March 11, 1977 and the registered office was shifted to the State of Maharashtra w.e.f. August 5, 1977. The name of the Issuer was again changed from Reliance Textile Industries Limited to Reliance Industries Limited w.e.f. June 27, 1985.



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Name Reliance Industries Limited

Corporate Identity Number (CIN) L17110MH1973PLC019786

Registered Office of the Issuer 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021, Maharashtra, India Tel No: +91-22-6255 5000 Fax No: +91-22-6255 5111 E-mail: [email protected]

Corporate Office of the Issuer 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021, Maharashtra, India Tel No: +91-22-6255 5000 Fax No: +91-22-6255 5111 E-mail: [email protected]

Compliance Officer of the Issuer K Sethuraman 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021, Maharashtra, India Tel No: +91-22-6255 5000 Fax No: +91-22-6255 5111 Email: [email protected]

CFO of the Issuer Alok Agarwal Chief Financial Officer 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021, Maharashtra, India Tel No: +91-22-6255 5000 Fax No: +91-22-6255 5111 Srikanth Venkatachari Joint Chief Financial Officer 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021, Maharashtra, India Tel No: +91-22-6255 5000 Fax No: +91-22-6255 5111

Trustee of the Issue Axis Trustee Services Limited Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400 025, Maharashtra, India Tel: +91-22-2425 5215/5216 Fax: +91-22-4325 3000 E-mail: [email protected]



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Registrar & Transfer Agent of the Issue

Karvy Computershare Private Limited Unit: Reliance Industries Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad – 500 032, Telengana, India Tel: +91-40-6716 1700 Fax: +91-40-6716 1680 E-mail: [email protected]

Credit Rating Agencies of the Issue

(i) CRISIL Limited CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400 076, Maharashtra, India Tel: +91-22-3342 3000 Fax: +91-22-3342 5050 E-mail: [email protected]

(ii) ICRA Limited

3rd Floor, Electric Mansion, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, Tel: +91-22-6169 3300/301 Fax: +91-22-2433 1390 E-mail: [email protected]

(iii) CARE Ratings Limited 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai – 400 022 Tel: +91-22-6754 3456 Fax: +91-22-6754 3457 E-mail: [email protected]

Auditors of the Issuer (i) S R B C & CO LLP, Chartered Accountants 14th Floor, The Ruby, 29, Senapati Bapat Marg, Dadar (West), Mumbai 400 028 Tel: +91-22-6192 0000 Fax: +91-22-6192 1000

(ii) D T S & Associates, Chartered Accountants Suite # 1306-1307, Lodha Supremus, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 Tel: + 91-22-4945 4050 Fax: +91-22-4945 4010



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Legal Advisors to the Issue Khaitan & Co, One Indiabulls Centre, 10th &13th Floor, Tower 1, 841 Senapati Bapat Marg, Mumbai, Maharashtra 400 013 Tel: + 91-22-6636 5000 Fax: +91-22-6636 5050

2.2 Brief summary of Business/ Activities of the Issuer and its line of Business

2.2.1 Overview

RIL is India’s largest private sector company, with a consolidated turnover of Rs.330,180 crore (US$ 50.9 billion), cash profit of Rs.42,800 crore (US$ 6.6 billion), and net profit of Rs.29,901 crore (US$ 4.6 billion) for the year ended March 31, 2017. RIL is the first private sector company from India to feature in Fortune’s Global 500 list of ‘World’s Largest Corporations’ – currently ranking 203rd in terms of revenues, and 110th in terms of profits. RIL stands 106th in the ‘Forbes Global 2000’ rankings for 2017 – the highest named among Indian companies. RIL ranks 10th in LinkedIn’s ‘Top Companies Where India Wants to Work Now’ (2017).

The core of RIL’s success has been strong integration between its refining and petrochemicals operations. The Company now has operations that span the refining and marketing of petroleum products, manufacturing of polyester products, fibre intermediates, plastics, polymer intermediates, chemicals, elastomers, synthetic textiles and fabrics, exploration and production of oil and gas. Through its subsidiaries, the Company has operations in digital services, retail and media.

For the quarter ended September 30, 2017, the Company has achieved consolidated turnover of Rs.1,01,169 crore (US$ 15.5 billion) with cash profit of Rs.13,171 crore (US$2.0 billion) and net profit of Rs.8,109 crore (US$ 1.2 billion).

Refining and Marketing (R&M)

The Company owns and operates two refineries in Jamnagar in the State of Gujarat: Jamnagar Refinery I in the DTA and Jamnagar Refinery II in the SEZ, a specifically delineated duty-free enclave deemed to be a foreign territory for the purposes of trade operations and duties and tariffs. RIL’s refinery at Jamnagar is among the largest and most complex refining assets globally, with a design capacity for processing 1.24 MMBPD and has a Nelson Complexity Index of 12.7. During FY 2016-17, the Jamnagar refineries processed 65 different grades of crude including five new grades with throughput of 70.1 MMT, producing a wide range of petroleum products for both domestic consumption and export markets, such as LPG, propylene, propane, naphtha, gasoline, alkylates, jet fuel, diesel and fuel oil. The refinery’s superior configuration gives RIL the ability to process a wide variety of crude and meet differentiated and stringent product specifications. Additionally, RIL has significant flexibility to alter the product slate, thereby capturing opportunities arising due to the evolving product market dynamics.

RIL’s asset flexibility and logistics infrastructure allow optimization of crude portfolio to tap opportunities arising out of differential pricing of crudes. During FY 2016-17, new initiatives were launched to further enhance the flexibility of RIL’s assets and enable them to process even heavier and higher contaminant content value additive crude.

During FY 2016-17, RIL processed 5 new crude grades, taking the total number of crudes processed to over 150 crudes.



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RIL undertakes regular initiatives focusing on debottlenecking, capacity enhancement and yield improvement to enhance its competitive strengths. During FY 2016-17, DTA refinery improved its capability to produce gasoline to meet BS VI specifications, enhanced propylene recovery unit capacity for improving propylene recovery and upgraded hardware facilities to process opportunity crudes.

RIL’s refineries are supported by an advanced logistics infrastructure, including captive port facilities, giving access to berthing of ships, ranging from small chemical carriers to very large crude carriers. This enables RIL to benefit from strong crude and product freight economics, along with enhanced cost competitiveness. Further, RIL’s global outreach, including trading offices at key locations like Houston, London, Singapore and Mumbai, gives it a broad coverage for crude supplies and product placement. Tankages at major trading hubs allow RIL to move its selling point closer to consumption hubs and improve responsiveness to market needs.

As part of its domestic petroleum marketing business, RIL operates 1,263 retail outlets as of September 30, 2017. RIL’s fleet customer count grew four-fold to 1,60,000 during the course of FY 2016-17.

Revenue from the R&M segment stood at Rs.2,50,833 crore (US$38.7 billion) including inter segment transfers in FY 2016-17 (growth of 6.8% y-o-y). Refining EBIT increased by 6.5% to a record level of Rs.25,056 crore (US$3.9 billion) in FY 2016-17, supported by strong product demand, lower freight rates and effective crude sourcing and robust risk management. GRM for the year stood at US$11.0/bbl as against US$10.8/bbl in the previous year.

During 1H FY 2017-18, R&M segment revenue increased 16.8% y-o-y to Rs. 1,36,711 crore while EBIT increased by 12.2% y-o-y to Rs.14,097 crore. During 1H FY 2017-18, RIL’s GRM stood at US$ 11.9/ bbl, higher by US$ 1.1/bbl as against 1H FY2016-17 mainly on account of higher primary and secondary throughput and robust risk management. Crude processed during 1H FY 2017-18 was 35.4 MMT, 1.7% higher than the corresponding prior period. Total exports of refined products during 1H FY2017-18 were US$ 10.0 billion versus US$ 9.0 billion during 1H FY 2016-17. RIL’s GRM for 2Q FY 2017-18 stood at nine-year high of $ 12.0/bbl as against $ 10.1/bbl in 2Q FY 2016-17 and outperformed Singapore complex margins by $ 3.7/bbl.

Petrochemicals

RIL is amongst the world’s leading producer of petrochemicals with global scale capacities across polymers (PE, PP, PVC), polyester (PFY, PSF, PET), fibre intermediates (PX, PTA, MEG), elastomers (PBR, SBR, Butadiene) and aromatics. RIL has ten manufacturing locations in India and three in Malaysia.

Integration between refining and downstream petrochemical products is among RIL’s key competitive advantages. The deep integration within each chain helps RIL mitigate the impact of price volatility in the global energy and chemical industry. RIL also has a diversified feedstock slate, with both naphtha and gas based crackers, which helps mitigate risk involved with feedstock sourcing and margin volatility. RIL is the first Company globally to conceptualise and execute large scale imports of ethane from North America as feed stock for its cracker portfolio in India through very large ethane carriers.

RIL is the world’s 2nd largest producer of polyester fibre and yarn, the 2nd largest producer of Paraxylene (PX), the 4th largest producer of purified terephthalic acid (PTA), the 5th largest producer of polypropylene (PP) and the 6th largest producer of mono ethylene glycol (MEG).

RIL’s overall petrochemicals production in India during FY 2016-17 was at record 24.9 MMT.



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Table: RIL Production of Key Petrochemical Products

(Production in MMT) Key Petrochemical Products FY 2016-17 FY 2015-16 Polymer PP 2.65 2.8 PE 1.09 1.06 PVC 0.72 0.72 Polyester POY 0.80 0.77 PSF 0.64 0.63 PET 0.85 0.80 Fibre intermediates PX 2.29 2.33 PTA 3.92 3.34 MEG 0.69 0.73 Elastomer/chemicals Butadiene 0.19 0.19 PBR 0.12 0.11 SBR 0.08 0.06

During FY 2016-17, the Company commissioned the new PX plant at Jamnagar with total PX capacity increasing to 4.2 MMTPA. RIL became the world’s 2nd largest producer of PX with 9% of global PX capacity and 11% share of global production.

Revenue from the petrochemicals segment stood at Rs.92,472 crore (US$14.3 billion) including inter segment transfers in FY 2016-17 (growth of 12.2% y-o-y), primarily due to increase in prices across polymers and polyester chain. Petrochemicals segment EBIT increased sharply by 27.5% to a record level of Rs.12,990 crore (US$2.0 billion) in FY 2016-17, supported by favorable product deltas and marginal volume growth.

During 1H FY 2017-18, revenues increased by 23.9% y-o-y to Rs.53,460 crore. EBIT is Rs.8,991 crore, increased by 44.5% y-o-y. EBIT margins during the 2Q FY 2017-18 expanded to 17.7%, highest in the last ten years.

Oil and Gas (Exploration and Production)

RIL has strong capabilities in offshore (deep-water) exploration and has built expertise in unconventional areas such as CBM and shale gas. KG-D6 fields commissioned in 2008 were the first greenfield deep-water oil and gas production facility developed in India. These fields have now completed over eight years of uninterrupted production. RIL has drilled over hundred exploratory wells in India’s offshore basins. Further with the development of the Sohagpur Blocks in Madhya Pradesh, RIL’s CBM project is India’s first large scale unconventional natural gas project. RIL commenced CBM production from Sohagpur block in March 2017.

RIL’s upstream business encompasses the complete chain of activities from acquisition to exploration, development and production of hydrocarbons, including Shale Gas operations in the USA. The Company has over 20 years of experience in the exploration and production business.

As of September 30, 2017, the Company had the following exploration blocks including eight domestic exploration blocks and two shale gas partnerships in USA.



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Table: Exploration blocks as of September 30, 2017

Block Country Partner RIL Stake JV Acreage (in acres)

Conventional KG-DWN-98/3 India NIKO - 10%, BP - 30% 60% 3,40,758 Panna Mukta India BG-30%; ONGC-40% 30% 2,98,256 Mid and South Tapti India BG-30%; ONGC-40% 30% 3,63,492 NEC-OSN-97/2 India NIKO-10%

BP - 30% 60% 2,05,591

CB-ONN-2003/1 India BP - 30% 70% 14,826 GS-OSN-2000/1 India Hardy - 10% 90% 1,48,263 International Block 39 Peru Perenco - 55%

PetroVietnam - 35% 10% 2,13,864

CBM* SP (East)-CBM-2001/1 India - 100% 1,22,317 SP (West)-CBM-2001/1

India - 100% 1,23,552

Shale Pioneer JV USA Pioneer – 46.4%

Newpek - 8.6% 45% 1,50,243

Chevron JV USA Chevron - 60% 40% 2,19,359

*Conventional and CBM acreage converted into acres using 1 sq. km. = 247.1053 acres

Note 1: During the quarter ending September 2017, the entire contract areas of two Myanmar Blocks (M-17 & M-18) have been relinquished at the end of Study TEA period.

Note 2: In October’17, Reliance Marcellus II, LLC, a subsidiary of Reliance Holding USA, Inc., signed agreements with BKV Chelsea LLC, an affiliate of Kalnin Ventures to divest all of its interest in the upstream shale gas assets, in north-eastern and central Pennsylvania which were operated by Carrizo Oil & Gas, Inc. for consideration of US$ 126 million. This transaction is subject to customary terms and conditions for closing.

During 2010, the Company took a significant step by entering into partnerships in the USA with Atlas Energy (subsequently acquired by Chevron), Pioneer Natural Resources and Carrizo Oil & Gas through three distinctive joint development agreements.

The Company continues to optimize operational performance in the remaining USA shale resources through operational improvements, cost leadership and prudent investment approach. The overall strategy remains focused on preserving long-term value through high-grading of land and development portfolio, retaining optionality, improving efficiency and well cost, optimization of well spacing and smart completions for enhanced recoveries.

Revenue from the Oil and Gas segment stood at Rs.5,191 crore (US$0.8 billion) including inter segment transfers in FY 2016-17 (decreased by 30.9% y-o-y), the decline in revenue was led by lower upstream production and lower domestic gas price realisation. Volumes were lower on account of slowdown in development activity and natural decline. Consequently, segment EBIT was negative at Rs.1,584 crore in FY 2016-17, as against Rs.3,630 crore in the previous year. For the FY 2016-17, domestic production (RIL share) was at 95 Bcfe, down



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23% y-o-y and production (RIL Share) in USA Shale business in CY 2016 was 174 Bcfe, down 14.6% y-o-y basis.

During 1H FY 2017-18, revenues increased by 6.0% y-o-y to Rs.2,827 crore EBIT is negative Rs.645 crore.

Other Major Businesses

Retail

Reliance Retail is the retail initiative of the Company and is at the centre of its consumer facing businesses. It has, in a short span of time, forged strong and enduring bonds with millions of consumers by providing them unmatched choice, outstanding value proposition, superior quality and store experience.

Reliance Retail is India’s largest retailer in terms of reach, scale and revenues. Its operating model is based on customer centricity, while leveraging common centres of excellence in technology, business processes and supply chain. It has pan India presence with 3,679 stores across 750 cities with an area of over 14.2 million square feet as on September 30, 2017.

Reliance Retail has adopted a multi-retail concept strategy and operates a wide array of store concepts which cater to planned shopping needs as well as daily or occasional needs of the customers across core consumption baskets of Consumer Electronics, Fashion & Lifestyle, Grocery and Petro Retail.

Consumer Electronics:

"Reliance Digital", an electronics specialty store

"Jio Stores", specialty store for mobility & communication needs

Fashion and Lifestyle:

"Trends", India's leading value fashion retailer

"Trends Woman" Specialty stores dealing in apparel, handbags, footwear and accessories for women

"Reliance Footprint", India's leading multi-brand family footwear retail chain

"Project EVE" a unique, one-stop, experiential store for women

"AJIO", a curated fashion and lifestyle online store

Grocery:

"Reliance Fresh", a neighbourhood grocery store

"Reliance Smart", a leading chain of supermarkets

"Reliance Market", India's largest wholesale cash and carry store chain

"RelianceSmart.in", an online grocery store

Petro Retail:



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"Reliance Petro Marketing Limited", operates 100% owned fuel retail outlets. As of September 30, 2017, 472 owned outlets were operational.

Reliance Retail has a portfolio of over 40 international brands that spans across the entire spectrum of luxury, bridge to luxury, high-premium and high-street lifestyle. Reliance Retail operates over 431 stores for these international brands.

During FY 2016-17, Project Eve a new store concept positioned in the mid-to-premium segment was launched. Project Eve is a unique, one-stop, experiential store concept targeting women in the age group of 25+ and celebrates the spirit of women by serving them with wider fashion and lifestyle offerings, for all occasions, moods and purposes.

Growth in disposable income, rapid urbanization, favorable demographics and a trend towards shopping at established, organized retail stores in India is making retail business an attractive growth segment for the Company.

Chart 1: Revenue Mix –FY 2016-17

Revenue from the organised retail business stood at Rs.33,765 crore (US$ 5.2 billion) in FY 2016-17 (growth of 60.2% y-o-y). Key revenue growth drivers for the year were digital and petroleum retailing segments. Retail business EBIT was at Rs.784 crore (US$ 121 million) for FY 2016-17 as against Rs.504 crore in the previous year (growth of 55.6% y-o-y).

For 1H FY 2017-18, Reliance Retail reported revenue of Rs.26,217 crore against Rs.14,745 crore during the same period last year registering a strong growth of 77.8% and EBIT of Rs.626 crore as against Rs.310 crore in the same period previous year.

Digital Services

RJIL, a subsidiary of RIL, is rolling out a state-of-the-art pan India digital services business. In addition to wireless and fixed broadband connectivity which offers superior data and voice services on an all-IP network, RJIL has a vision to offer end-to-end solutions that address the value chain across various digital services in key domains such as education, healthcare, security, communication, financial services, government-citizen interfaces and entertainment. RJIL aims to provide anytime, anywhere access to innovative and empowering digital content, applications and services, thereby propelling India into global leadership in the digital economy. RJIL envisages ushering in the era of “visuality”, where video will replace voice as the new communication medium.

RJIL’s customer offering is built on four key strategic dimensions viz widest coverage of LTE services, superior network quality, large data capacity and affordable services. RJIL’s

Grocery32%

Consumer Electronics

34%

Fashion & Lifestyle

15%

Petro Retail19%



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deployment of LTE, FTTH and Wi-Fi will make high speed broadband access widely available to customers across India.

RJIL signed the Unified License Agreement with GoI, Ministry of Communication & IT, Department of Telecommunication (Access Service Division) (“DoT”) on October 21, 2013. This license approves providing any telecom service (including voice, except GMPCS Service using any technology within the licensed areas. RJIL is the first telecom operator to hold a pan India Unified License.

RJIL’s total spectrum footprint stands at 1,108 MHz (uplink + downlink) across three spectrum bands namely 800 MHz, 1800 MHz and 2300 MHz band with an average life of over 15 years. All of this spectrum is liberalised and can be used for rolling out any technology.

In addition, RJIL has entered into agreement with Reliance Communications Ltd for spectrum sharing in the 800 MHz band across 20 circles.

RJIL’s network is engineered for seamless service delivery using LTE technology in 800 MHz, 1800 MHz and 2300 MHz bands through an integrated ecosystem. The combined spectrum footprint across frequency bands provides significant network capacity and deep in-building coverage.

RJIL commenced pan India operations on September 5, 2016 and acquired 100 million subscribers in 170 days from launch, the fastest achieved by any technology company in the world. As of September 30, 2017, the Company had 138.6 million subscribers.

RJIL has seen highest per capita data consumption at over 9.62 GB per user per month and highest per capita voice consumption. Users on its network consumed 178 crore hours of high speed video per month making it the world’s largest mobile video network as well and made 267 crore minutes of VoLTE calls per day during the quarter. This quantum of traffic has been achieved by RJIL in less than 12 months since commencement of operations and has been achieved by enabling users to make unlimited voice calls from anywhere to anywhere in India at absolutely free tariff and by abolishing roaming practice within India – first such move by an Indian telecom operator.

Media Business

Network18 is one of India’s leading Media and Entertainment (M&E) players, with a presence across several verticals including television, internet, filmed entertainment, digital commerce, specialized magazines, mobile content and allied businesses.

Network18’s operating model is driven by its zeal to provide consumers with the best-in-class media and entertainment products that set new benchmarks in creative excellence, fair journalism and audience engagement. With cutting-edge news, innovative entertainment and ground-breaking reality-shows, Network18 creates and curates top-notch content for a mix of TV channels, digital offerings and print publications targeted at the demanding, new-age Indian.

Network18 has entered into partnerships with several leading global media players including Viacom in entertainment, CNN in English general news, CNBC in business news, A+E Networks in factual entertainment and Forbes in English magazine to provide the best-in-class media products. It’s bouquet of 52 domestic television channels cuts across genres, geographies and demographics, offering a unique mix of content in 18+ languages.



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Projects Update

Refining Projects

The petcoke gasification project is one of the largest clean fuel projects globally. On commissioning, Jamnagar complex will be largely energy self-sufficient. The gasifier will convert petroleum coke, the lowest value refinery residue, into high value syngas. Syngas has applications in production of hydrogen for ultra-low sulphur products, as cogen fuel for power and steam and as heater fuel for offgas cracker, while freeing up high value off-gases. The petcoke gasification project will minimise external fuel dependency at the Jamnagar site, making it less vulnerable to LNG price volatility. The installation and mechanical completion for the Gasification project linked to DTA refinery has been completed in FY 2016-17 and the pre-commissioning and start-up activities are in full swing. The installation and mechanical completion for the Gasification linked to RIL’s SEZ refinery has also been substantially achieved and pre-commissioning activities are expected to start soon.

Petrochemical Projects

Paraxylene: During FY 2016-17, RIL commissioned PX plant in phased manner at Jamnagar SEZ. With the commissioning of new PX capacity, RIL has become the world's second largest PX producer with 9% of global capacity and 11% share of global production. The PX capacity, along with the upcoming new 0.7 MMTPA MEG plant will strengthen polyester chain integration with earlier commissioned PTA and polyester expansions.

Refinery Off-Gas Cracker (ROGC): India’s PE demand growth has been robust and expected to grow by 8%-9% in the medium-term. Even with new capacities being added, domestic demand growth would ensure that the market remains supply-constrained. RIL has set up a ROGC at Jamnagar which has a unique configuration as this world scale plant is tightly integrated with RIL’s refineries and will use refinery off-gases as feedstock. The project comprises of 1.5 MMTPA ethylene cracker along with downstream facilities for producing LDPE, LLDPE and MEG. This cracker will have one of the lowest cost positions globally. Additionally, flexibility to crack propane will help optimise feed mix further in a volatile market environment. PE and MEG volumes produced at Jamnagar will cater to the growing demand of Indian and global markets. This further strengthens RIL’s integrated product portfolio across polymer and polyester chain. RIL has started operations of its ROGC cracker, MEG and LLDPE plants at Jamnagar. Currently, these plants are under stabilization.

Ethane project: RIL Group is the first company globally to conceptualise large scale imports of ethane (upto 1.5 MMTPA) from North America as feedstock for its cracker portfolio in India. The project involves seamless integration of several elements across a complex infrastructure value chain. This includes securing ethane refrigeration capacity in the USA Gulf coast, delivery of dedicated VLEC to carry ethane from the USA Gulf Coast to the West Coast of India, construction of ethane receipt and handling facilities, pipelines and upgrade of crackers (to receive ethane) at Dahej, Hazira and Nagothane manufacturing facilities.

The crackers at Dahej, Hazira and Nagothane have undergone required modifications to process ethane as feed in their units. Ethane receipt, handling and cracking facilities have already been commissioned at Dahej in a record time of less than three years Ethane cracking has commenced and stabilized in Dahej and Hazira facilities.

The project will augment feed alternatives for crackers and would provide opportunity for RIL to take advantage in an increasingly dynamic feedstock market and operate with most optimal cost.

The expansions are world-scale and use state-of-the-art technology, to secure top-quartile cost of operations alongside savings in packing and logistic costs. Being strategically located



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close to the consumption centres allows for easy access and benefits the targeted markets with an economical and reliable source of raw materials.

These projects will place RIL among the top 10 Petrochemical producers globally with a unique portfolio and the highest level of integration.

The completion of the hydrocarbon capex cycle will enhance energy self-sufficiency for the Jamnagar complex thereby significantly enhancing RIL’s cash flows and impart a high degree of stability to its earnings stream.

RIL Business Model – Value Creation

1. Refining and Marketing

• Largest single-site refinery with robust configuration

• Strategic locational advantage with dedicated infrastructure

• Among the lowest cost producers globally with flexible product slate

• Consistently maintaining high operating rates

2. Petrochemicals

• One of the most integrated petrochemicals producers globally

• Wide product portfolio with leadership position across product categories

• State-of-the-art production facilities with balanced cracker portfolio

• Industry leading operating rates

• Presence in one of the fastest growth markets

3. Oil and Gas

• High quality portfolio with presence in conventional and unconventional resources

• Operating one of most complex and largest deep-water block KG-D6

• Partnership with BP in India provides significant technical expertise

• Material position in USA Shale

4. Retail

• Operates on multiple store concept model to serve different customer needs

• Offers best shopping experience to Indian consumers with consistent choice, quality, value and convenience

• Pan-India presence

• State-of-the-art retail infrastructure and supply chain providing solid foundation for growth

5. Digital Services

• Only ubiquitous 4G coverage in India with high speed and quality coverage



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• World’s largest greenfield 4G LTE wireless broadband network

• Fully digitised operations from onboarding through fulfilment

• Transformative customer value propositions

6. Media

• Robust bouquet of channels across various genres – business, entertainment, infotainment, kids

• Category leading digital properties in financial services, entertainment, news

• Significant local language content, tapping regional markets

Strengths

Global Leadership

With state-of-the-art technology from international leaders, RIL is among the top ten global players in all its businesses.

RIL Global Rankings (as of September 30, 2017)

Product Global Rank Refinery (at single location) 1 Polyester Fibre and Yarn 2 Paraxylene 2 Purified Terephthalic Acid 4 Polypropylene 5 Mono Ethylene Glycol 6

RIL has featured in the Fortune Global 500 list of the World’s Largest Corporations for the last fourteen years and is ranked 203rd based on revenues and 110th based on profits. RIL also ranks 106th on the Forbes Global 2000 list (2017).

Awards and Recognition

Some of the major awards and recognitions conferred to RIL are:

• Corporate Social Responsibility

o “Best use of CSR practices in Manufacturing award 2016” at Asia Best CSR practices awards function held in Singapore

o Won ‘First ICSI CSR Excellence Award 2016’ by The Institute of Company Secretaries of India

o ‘Platts Global Energy Award’ in the Corporate Social Responsibility (CSR) category

o Awarded the ‘Porter Prize 2015’ for its outstanding contribution to the society

o Nepal Red Cross Society appreciated the Foundation for its relief measures after the earthquake shattered thousands of lives in the country



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o Won the ‘Global CSR Excellence and Leadership Awards – 2016’ under the ‘Best use of Corporate Social Responsibility practices’ under the category of the Manufacturing sector during the World CSR Congress in Mumbai

• Quality

o “The Majestic Five Continents Award for Quality & Excellence 2016” at a function held in Germany.

o Received Gold award for Quality control in Polyester manufacturing at ICQCC, Bangkok.

o Received Golden Peacock National Quality Award 2016

o Won the ‘Quality Achievements Award’ under GOLD Category by ESQR (European Society for Quality Research)

o Won ‘Lean and Six Sigma Excellence Award 2015 (LSSEA 2015)’ organized by Symbiosis Centre For Management and Human Resource Development (SCMHRD)

• Sustainability

o Winner of Golden Peacock award for Sustainability 2016.

o Won the best "Sustainable Corporate of the year" 2017 at Sustainability 4.0 awards by Frost and Sullivan and TERI

o Winner of ‘Golden Peacock Global Award for Sustainability’ for the year 2015

o Rated ‘Platinum in the CII Sustainable Plus’ Ratings – 2015

• Health, Safety and Environment

o Global Winner of ‘The DuPont Operational Excellence Award – 2017

o Won Golden Peacock award for Occupational Health & Safety 2016

o Won Greentech Safety “Gold” Award 2016

o Awarded ‘Rashthra Vibhushan Gold Award’ 2015 towards Health Excellence

o Won the ‘14th Annual Greentech Safety Award 2015’

For comprehensive list of Awards and Recognition, refer Company Annual Report 2016-17 available at http://www.ril.com/ar2016-17/index.html

Pre-eminent Position in the Domestic Market

RIL has been an integral part of India’s everyday life for decades. The Company works across multiple value chains to deliver products and services that find a presence in almost every facet of modern living, infrastructure and other utilities. RIL has a diverse footprint and impact, and it is its endeavor to sharpen the innovation, improve its products, and continue to deliver on newer ways in which quality of life can be enhanced.



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Highly Integrated Manufacturing Processes

The core of RIL’s success has been backward integration, giving it a value chain from oil to textiles and polymers, resulting in major cost efficiencies and providing leverage for consolidating market leadership. In addition, the vertical integration of its operations provides synergy across the value chain and security of resources for RIL.

Operational Excellence

RIL excels in managing and utilizing its assets most efficiently to generate superior returns. While maintaining highest standards of safety, RIL ensures high on-stream factor with focus on improving energy efficiency and reducing operating and maintenance cost.

Cost Competitiveness

RIL has been able to consistently generate profits through flexibility of operations and backward integration leading to low variable costs. Apart from running what are highly efficient world scale operations, RIL also benefits from competitive cost structure compared to other international petrochemical manufacturers.

World-class project Implementation

Conceptualization and implementation of multi-billion-dollar projects is a core competency for RIL group. The Company’s proven track record of successfully implementing large complex projects in record time underpins its strong financial performance over the years.

Construction of the initial Jamnagar complex is an example of the project execution capabilities of the Company. It was created in a record time of less than three years, with millions of engineering man-hours spread over many international engineering offices, hundreds of thousands of tonnes in equipment and material procured from leading suppliers all over the globe, highly advanced construction equipment, and a construction workforce of over 75,000 working round the clock for months.

The second refinery, of larger scale and complexity, was commissioned in a record time of 36 months despite the fact that it had to be executed under the most-challenging conditions of scarce availability of project execution resources due to overheated market conditions from 2005 to 2008.

In the ‘Oil and Gas’ segment, RIL began gas production from the KG-D6 block within six and a half years of gas discovery, in comparison to the world average of nine to ten years for similar deep-water production facilities. These fields have now been completed with over eight years of uninterrupted production. RIL and its partner BP continue to make sustained efforts to augment production from the existing fields by combining BP’s deep-water exploration and development capabilities with RIL’s exceptional project management and operations expertise.

Presently, the Company is in the final stages of the largest ever capital expenditure programme in India’s corporate history. It has launched its pan-India telecom venture and has started operations of its ROGC cracker, MEG and LLDPE plants at Jamnagar. Currently, these plants are under stabilization. Earlier this year RIL commissioned PX facility and the Ethane import project. The installation and mechanical completion for the gasification project linked to DTA refinery has been completed and the pre-commissioning and start-up activities are in full swing. The installation and mechanical completion for the gasification linked to RIL’s SEZ refinery has also been substantially achieved and pre-commissioning activities are expected to start soon.



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Shareholders RIL has one of the largest retail shareholder base in India. As on March 31, 2017, the Company had approximately 2.5 million shareholders. The Company remains committed to consistent overall shareholder value enhancement. Stable and Robust Financial Position and Strong Cash Position The Company adheres to conservative financial policies and maintains significant cash balances in order to be able to complete projects on a timely basis, capitalize on opportunities, attract world-class project partners and carry out capital investment programs through industry cycles. In the past ten years, the Company has generated strong and steady cash flows and has traditionally maintained a strong balance sheet with conservative leverage. The Company believes that its integrated operations allow it to mitigate the impact of declines in commodity prices and reduce volatility in cash flows. This, in turn, enables the Company to access capital at attractive terms. As of March 31, 2017, the Company had total outstanding debt of Rs. 1,074.5 billion (US$ 16.6 billion), and cash and cash equivalents of Rs. 693.4 billion (US$ 10.7 billion). Prudent Financial Strategy The core of the Company’s financial strategy has been an emphasis on capital productivity and returns to generate attractive spreads over cost of capital as also a conservative gearing to maintain top end credit ratings. RIL’s long-term debt is rated ‘CRISIL AAA’ from CRISIL, the highest rating awarded by the agency. India Rating has also awarded ‘Ind AAA’ debt rating for the Company, indicating the highest credit quality. RIL’s short term debt is rated ‘CRISIL A1+’ by CRISIL, the highest credit rating assigned in this category. As of September 30, 2017, the Company’s foreign currency debt was rated Baa2 (Stable) by Moody’s and BBB+ (Stable) by S&P, which are one notch and two notches above India’s sovereign rating, respectively. World-class Business Platforms and Diversified Portfolio The Company believes in creating large-scale businesses that are built to be world-class operations, incorporating global best practices. This is integral to the Company’s growth plans in all its existing businesses and new initiatives. The Company is a global integrated energy company with interests across the energy value chain and in recent years through its subsidiaries has diversified into new growth areas such as organized retail and digital services. In the Company’s principal businesses of refining, petrochemicals and oil and gas, it has leading positions and a strong platform for future growth. In the refining business, based on the Company estimates, the Company has the largest refining capacity at a single location in the world. In the petrochemicals business, the Company is the market leader in India across most of the products in the petrochemical and polyester chain. The Company is the second largest producer of polyester fibre and yarn, second largest producer of paraxylene, fourth largest producer of purified terephthalic acid, fifth largest producer of polypropylene and sixth largest producer of mono ethylene glycol in the world. In the oil and gas business, the Company believes the Indian gas market provides significant opportunities given its long-term demand potential. Its KG-D6 oil and gas production facility is one of the world’s largest and most complex deep-water gas production facilities.

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