Jio Platforms: Reliance holds 66.43% to Meta and Google’s 17.71%

Jio Platforms Limited is controlled by Reliance Industries Limited, which holds 5,937,841,645 equity shares or 66.43% of pre-Issue paid-up capital. Jaadhu Holdings, LLC, a Meta Platforms, Inc. affiliate, and Google International LLC together own 17.71%, leaving Reliance Industries with a majority of reported shares and voting rights.

Who controls Jio Platforms?

Reliance Industries controls Jio Platforms through a 66.43% equity holding and the same reported share of voting rights. The draft red herring prospectus records 8,939,030,830 fully paid-up equity shares as of its date, of which Reliance Industries owns 5,937,841,645 and public shareholders own 3,001,189,185, or 33.57%.

Reliance Industries is the sole shareholder listed in the promoter category. The disclosure says members of the promoter group and directors of Reliance Industries held no Jio Platforms equity shares on the stated date, meaning the full 66.43% promoter and promoter-group category is attributable to Reliance Industries itself.

The reported fully diluted percentage for Reliance Industries is 66.35%, compared with 66.43% of issued equity. Fully diluted shareholding reflects the potential addition of shares from outstanding employee stock options, and Jio Platforms had 10,280,000 outstanding options under its employee stock option scheme on the draft prospectus date.

How much do Meta and Google affiliates own in Jio Platforms?

Meta and Google affiliates together own 17.71% of Jio Platforms’ pre-Issue paid-up equity capital. Jaadhu Holdings holds 892,275,913 shares, or 9.98%, and is identified as an affiliate of Meta Platforms, Inc., formerly Facebook, Inc.; Google International holds 690,854,775 shares, or 7.73%.

Jaadhu Holdings is the second-largest identified shareholder after Reliance Industries, while Google International is third. Their combined holding of 1,583,130,688 shares is 4,354,710,957 shares below Reliance Industries’ 5,937,841,645 shares, so the two technology-company affiliates do not collectively match the promoter’s majority position.

Jaadhu Holdings’ 9.98% stake is 2.25 percentage points higher than Google International’s 7.73% stake. In share terms, Jaadhu Holdings owns 201,421,138 more shares than Google International, based on the pre-Issue share count of 8,939,030,830 equity shares.

How concentrated is Jio Platforms’ shareholding?

Jio Platforms’ 10 shareholders with holdings of at least 1.00% owned 97.32% of paid-up equity capital. These holders owned 8,699,389,605 of the 8,939,030,830 equity shares, leaving 2.68% outside the group, while the company reported 105 shareholders in total.

After the three largest holders, three investors each owned 206,931,899 shares, or 2.31%. They were the Public Investment Fund, described as the sovereign wealth fund of the Kingdom of Saudi Arabia; Omicron Asia Holdings II Pte. Ltd., an affiliate of entities managed or advised by Kohlberg Kravis Roberts & Co. L.P.; and VEPF VII AVI Ltd., an affiliate of entities managed or advised by Vista Equity Partners Management, LLC.

The other holders above the 1.00% threshold were SLP Redwood Holdings Pte. Ltd., a Silver Lake affiliate, at 1.88%; MIC Redwood 1 RSC Limited, an indirectly wholly owned Mubadala Investment Company PJSC subsidiary, at 1.85%; General Atlantic Singapore JP Pte. Ltd. at 1.34%; and Platinum Jasmine A 2018 Trust at 1.16%. Reliance Industries’ lead over Jaadhu Holdings, the second-largest holder, was 56.45 percentage points.

What could change Jio Platforms’ ownership percentages after the Issue?

Jio Platforms’ reported 66.43%, 9.98% and 7.73% holdings are explicitly pre-Issue figures, and post-Issue ownership was not populated in the draft prospectus. The disclosure says post-Issue holdings will depend on actual subscription, the issue price and finalisation of the basis of allotment.

The Securities and Exchange Board of India’s Issue of Capital and Disclosure Requirements Regulations require 20% of Jio Platforms’ fully diluted post-Issue equity capital held by the promoter to be treated as minimum promoter contribution and locked in for three years from allotment. Reliance Industries consented to provide sufficient shares for that 20% contribution, while its promoter holding above 20% is to be locked in for one year from allotment.

The lock-in provisions restrict transfers rather than automatically changing the equity-share count. Reliance Industries agreed not to dispose of, sell, transfer, charge, pledge or otherwise encumber its promoter contribution from the draft prospectus filing until the applicable lock-in ends, subject to permitted transactions under the regulations; pre-Issue equity held by non-promoters is generally locked in for six months from allotment, subject to specified exceptions.

How do employee options affect Jio Platforms’ ownership?

Jio Platforms had 10,280,000 outstanding and vested options under the Jio Platforms Limited Employees’ Stock Option Scheme 2020, which could produce the same number of equity shares on exercise. The option exercise price was Rs 10 per option, and the potential issuance accounts for the promoter’s 66.35% fully diluted percentage versus its 66.43% issued-share percentage.

The scheme was approved by the board and shareholders on September 30, 2020 and has a total pool of 178,633,816 options. Of that pool, 20,818,375 options had been granted, 7,340,000 exercised and 3,198,375 forfeited, lapsed or cancelled, leaving 10,280,000 outstanding on the draft prospectus date.

The outstanding options equal about 0.11% of the 8,939,030,830 issued equity shares. The shareholding-pattern table separately reports 10,280,300 locked-in public shares, while the employee-option disclosure reports 10,280,000 outstanding options; the draft prospectus does not explain the 300-share difference.

Conclusion

Reliance Industries holds decisive control of Jio Platforms through 66.43% of pre-Issue equity and reported voting rights, while the Meta and Google affiliates together hold 17.71%. The 97.32% ownership held by the 10 shareholders above the 1.00% threshold also shows that the public category is concentrated among a limited number of named investors.

The next ownership update will be the post-Issue shareholding table, which the draft prospectus says will be based on actual subscription, the issue price and finalisation of the basis of allotment. The later exercise of 10,280,000 vested employee options and the expiry of the three-year and one-year promoter lock-ins could also affect the ownership picture disclosed after allotment.