Reliance Communications Ltd Directors Report

[Pursuant to Section 134 of the Companies Act 2013]

Dear Shareowners,

Your Directors present the 20^th Annual Report and the audited financial statements for the financial year ended March 31, 2024. Pursuant to an application filed by Ericsson India Pvt. Ltd before the Honble National Company Law Tribunal, Mumbai Bench

(" NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder

("Code"), the NCLT had admitted the application and ordered the commencement of Corporate Insolvency Resolution Process ("CIR process" or "CIRP") of Reliance Communications Limited ("Company"/ "RCOM/ "Corporate Debtor"") vide its order dated May 15, 2018 ("Admission Order"). The NCLT had, pursuant to the Admission Order, appointed an interim resolution professional ("IRP") of the Company vide its order dated May 18, 2018. In terms of the Admission Order, inter alia, the management of the affairs of the Company was vested with the IRP.

Subsequently, the Honble National Company Law Appellate Tribunal ("NCLAT"), while adjudicating upon an appeal preferred against the admission of the insolvency application against the Company, vide its order dated May 30, 2018, inter alia, stayed the Admission Order and allowed the management of the Company to function ("Stay Order"). On April 30, 2019, the NCLAT, upon allowing the director and shareholder of the Company to withdraw its aforesaid appeal, vacated all interim orders including the Stay Order. The NCLT, vide order May 7, 2019, directed the IRP to proceed in the CIRP of the Company.

Thereafter, the Committee of Creditors ("CoC") of the Company pursuant to its meeting held on May 30, 2019 resolved with the requisite voting share, to replace the IRP with Shri. Anish Niranjan Nanavaty, as the resolution professional of the Company ("RP" or "Resolution Professional"). Subsequently, the Honble NCLT has confirmed Shri. Anish Niranjan Nanavaty as the RP of the Company vide its order dated June 21, 2019, which order was published on June 28, 2019. Accordingly, the management of the Company vests in the RP during the continuance of the CIR process of the Company.

In accordance with the provisions of the Code, various resolution plans in respect of the Company were received by the RP. The CoC of the Company in its meeting held on March 02, 2020, had approved a resolution plan submitted by UV Asset Reconstruction Company Limited ("UVARCL") in respect of the Company in terms of the provisions of the Code ("ResolutionPlan") which was subsequently submitted to the NCLT on March 6, 2020 in accordance with Section 30(6) of the Code. The same continues to remain sub-judice with the NCLT. In the interim, an application (IA No. 383 of 2023) was filed by UVARCL before NCLT Mumbai, inter alia, seeking substitution of itself as the resolution applicant in the resolution plan submitted by it in respect of the Company. Pursuant thereto, the NCLT vide its order dated December 12, 2023 has allowed the said application and approved the request for replacement of successful resolution applicant (i.e. UVARCL) with M/s. UV stressed Assets management Private Limited.

Financial performance and state of the Companys affairs

The standalone financial performance of the Company for the year ended March 31, 2024 is summarised below:

Particulars	Financial Year ended March 31, 2024		*Financial Year ended March31,2023
	in crore	US$ in million**	in crore	US$ in million**
Total income	298	36	340	41
Gross profit /(Loss) before depreciation,	(54)	(6)	(64)	(8)
Amortisation and exceptional items
Less:
Depreciation and amortization	112	13	116	14
Profit/ (Loss) before Exceptional items and Tax	(166)	(20)	(180)	(22)
Exceptional items:
(Loss) / Profit on Fair Value of Investments
Profit/ (Loss) before Tax	(1157)	(139)	(180)	(22)
Current tax / Excess provision for Tax of earlier years			-	-
Deferred Tax charge/ (credit)			-	-
Profit / (Loss) after tax	(1157)	(139)	(180)	(22)
Profit / (Loss) after tax from Discontinued Operations	(5912)	(709)	(10,381)	(1,263)
Other Comprehensive Income
Re-measurement Gain/ (Loss) of defined benefit plans	1	0.12	-	-
(Net of tax)
Total Comprehensive Income	(7068)	(848)	(10,561)	(1,285)
Add : Balance brought forward from previous year	(80590)	(9665)	(70,029)	(8,522)
Profit available for appropriation
Balance carried to Balance Sheet	(87658)	(10513)	(80,590)	(9,807)

*Figures of previous year have been regrouped and reclassified, wherever required.

** Exchange Rate 83.3828 = US$ 1 as on March 31, 2024 ( 82.1678 = US$ 1 as on March 31, 2023).

12

Financial Performance

During the year under review, your Company has earned from Continuing Operations income of 298 crore against 340 crore in the previous year. The Company has incurred an operational loss of 7068 crore (including loss from discontinuation of wireless business of 5912 crore) and there is a Loss of 7068 crore for the year as compared to loss of 10561 crore in the previous year.

The performance and financial position of the subsidiary companies and associate companies are included in the consolidated financial statements of the Company and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

"

Dividend

During the year under review, no dividend on the equity shares of the Company has been recommended. The dividend distribution policy of the Company is uploaded on the Companys website at the link https://www.rcom.co.in/our-company/investor-relations/corporate-governance/

Reserve

Due to losses and ongoing CIR process, the Company has not proposed to carry any amount in reserve.

Business Operations

The Company provides Wireline & Wireless Telecom services to the Business and Government segments. These include a comprehensive portfolio spanning Network Connectivity, Enterprise Voice, Cloud Telephony, Access Number Services, Collaboration Services, Wholesale Voice &Value Added Service (VAS). The Company serves nearly 1,960 businesses of all sizes-from multinational conglomerates to SMEs-belonging to almost every vertical: BFSI, Manufacturing, Logistics, Healthcare, IT &ITeS, OTT and New Media, to name just a few.

There is No change in the nature of Business of the Company.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of this Annual Report.

Issue and Redemption of Non-Convertible Debentures

The Company has not carried out any fresh issue of Non-Convertible Debentures (NCDs) in the current financial year. NCDs issued during the earlier years matured for final redemption during the financial year 2018-19, but remain unpaid in view of the ongoing CIR Process.

Deposits

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2024.

Particulars of Loans, Guarantees or Investments

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to the provisions of Section 186 of the Act, the details of the Investments made by the Company are provided in the standalone financial statements under Notes No. 2.03 and 2.07.

Subsidiary and Associate Companies GCX Limited:

During an earlier year, GCX Limited, a step down subsidiary of the Corporate Debtor, along with its subsidiaries/affiliates (collectively, "GCX") had filed for voluntary pre-packaged restructuring under Chapter 11 of the US Bankruptcy Code before Delaware court, USA. Objections were filed on behalf of the Corporate Debtor which were not accepted by the court. The plan filed by GCX had been confirmed by the court on December 4, 2019 ("Plan"). The Plan, as confirmed, provides that the old equity interests in the debtors would be extinguished and the new ownership would pass to the participating Note holders on the "Effective Date" of the Plan. It provided that certain transactions needed to occur and various regulatory approvals needed to be obtained before the debtors would file a Notice of Effective Date (i.e., a notice declaring that, as of the stated date, the Plan had become effective).

Pursuant to the order dated February 25, 2020, the court had granted a motion filed by GCX Limited along with the other debtors aimed at addressing the issues they have been having in completing the steps to make their plan effective inter alia seeking approval for process whereby a bifurcation had been created wherein debtors not requiring regulatory approvals could complete their processes and arrive at effective date, while others could wait for occurrence of their effective date upon fulfillment of regulatory approvals. Accordingly, on April 14, 2020, a notice had been issued intimating occurrence of "Effective Date" of certain "non regulated debtors" while the "Effective Date of the Plan with respect to Debtors GCX Limited, FLAG Telecom Network USA Limited, Reliance Globalcom Limited, and Vanco US, LLC (collectively, the "Regulated Debtors") is expected to occur at a later date". The court confirmed the afore said vide order dated April 21, 2020.

A notice of occurrence of Effective Date for the Regulated Debtors dated December 31, 2020 has been issued by counsel to GCX (and served on Corporate Debtor). The said notice inter alia provides that the Effective Date of the Plan for the Regulated Debtors has occurred on December 31, 2020.

In light of the aforesaid development, the Plan having now being effective in respect of the Regulated Debtors and the Non-Regulated Debtors, the Corporate Debtor has been divested of its indirect equity interest in GCX and there is no impact on the consolidated financial statements of the Corporate Debtor. Disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9^th September 2015 regarding disposal of indirect equity interest in GCX Companies was intimated to the Stock Exchanges.

Reliance Telecom Limited:

Pursuant to an application filed by Ericsson India Pvt. Ltd before the Honble NCLT in terms of Section 9 of the Code, the NCLT had admitted the application and ordered the commencement of CIR process of Reliance Telecom Limited, subsidiary company of the Company, vide its order dated May 15, 2018. Shri. Anish Niranjan Nanavaty had been appointed as the resolution professional of Reliance Telecom Limited (RTL). For RTL, in accordance with the provisions of the Code, various resolution plans were received by the RP. The Committee of Creditors (CoC) of RTL, in their meeting held on March 02, 2020, had approved a resolution plan submitted by UV Asset Reconstruction Company Limited, which was subsequently submitted to the NCLT on March 6, 2020 in accordance with Section 30(6) of the Code. The same continues to remain sub-judice with the Honble NCLT.

Further, a substitution application of the resolution applicant (IA No. 749 of 2023) has been filed in RTL, wherein NCLT had directed the resolution professional of RTL to place on record necessary declaration(s) in relation to compliance with the provisions of Section 29A, after getting the confirmation of CoC of RTL in relation thereto. The RP is in the process of filing an affidavit with relation to the same.

Reliance Communications Infrastructure Limited:

Further, pursuant to an application filed by State Bank of India under Section 7 of the Code, the Hon‘ble NCLT vide order dated September 25, 2019, had ordered the commencement of CIR process in terms of the Code in respect of Reliance Communications Infrastructure Limited (RCIL), a wholly owned subsidiary of the Company and had appointed Shri. Anish Niranjan Nanavaty as the resolution professional of Reliance Communications Infrastructure Limited. A resolution plan submitted by a resolution applicant, Reliance Projects and Property Management Services Limited in respect of RCIL, was approved by the committee of creditors of RCIL pursuant to the meeting dated August 5, 2021, and in this regard, an application was filed by the resolution professional of RCIL under Section 30(6) of the Code on August 31, 2021. Pursuant to the order dated December 19, 2023 passed by the NCLT, the resolution plan dated July 17, 2020 (as amended from time to time until June 21, 2021) read with the Addendum dated August 9, 2021 (collectively the "RCIL Plan") submitted by Reliance Projects & Property Management Services Limited through its division Infrastructure Projects, in respect of RCIL was approved by the Honble NCLT ("Approval Order") and the CIRP of RCIL was concluded. Pursuant to the publication of the Approval Order, Shri. Anish Nanavaty has ceased to be the resolution professional of RCIL and has accordingly demitted office. Pursuant to the terms of the RCIL Plan, a monitoring committee ("MC") is required to be constituted, which is required to oversee management of the affairs of RCIL from the date of the Approval Order until the Effective Date (as defined under the RCIL Plan). The MC has since been constituted which has assumed its office and is undertaking its roles and responsibilities, in accordance with the terms of the RCIL Plan to effectuate the implementation of the RCIL Plan.

Foreign Subsidiaries of the Company:

Bonn Investment Inc. ("Bonn"), an US entity and a subsidiary of Reliance Infocomm Inc. ("RII"), USA, a step-down subsidiary of RCOM, held an apartment at 400 W 12^th Street #4EF New York, NY 10014 (Property). During the year, in August 2023, the director of Bonn, sold the Property to a third party, without any authorization from or intimation to its shareholders (including RCOM) for a value of USD 8.3 million. The Resolution Professional noted this transaction in the financial statements of Bonn for the period ended September 30, 2023 received from the director for consolidation purposes. Further, on April 23, 2024, through the Auditor of Bonn, the Resolution Professional and Company was made aware of an investment agreement between Bonn and AZCO Realty, UAE, it is observed that vide said investment agreement, Bonn (through its director) agreed to invest USD 25 million in AZCO Realty ("AZCO") and Bonn has already made investment of USD 8.2 million which is reflected as Capital Advance (1^st Tranche) from the sale proceeds of the Property. As per the terms of agreement, Bonn has agreed to invest remaining amount before May 26, 2024 with AZCO. The Agreement further states that, if Bonn fails to remit the remaining amount to AZCO on or before May 26, 2024, the investment agreement shall be automatically nullified and Bonn shall have no rights to claim back the amount already invested, i.e. USD 8.2 million which formed part of the sale proceeds of the Property. This said sale transaction and the investment were carried out without approval of or intimation to the shareholders (including RCOM). The Company has sent a notice to the concerned director seeking clarification regarding the said transactions but has not received any explanation so far. The Company is in the process of examining the legal remedies for the actions taken by the director suo-moto, including recovery of the advance given to AZCO.

Among foreign subsidiaries of the Company being Reliance Globalcom B.V., Reliance Communications (Australia) Pty Limited and Reliance Communications (New Zealand) Pte Limited were deregistered w.e.f. June 01, 2023, June 04, 2023 and June 22, 2023 respectively during the year.

The summary of the performance and financial position of the each of the subsidiary and associate companies are presented in Form AOC – 1 and in Management Discussion and Analysis Report forming part of the Annual Report. Also, a report on the performance and financial position of each of the subsidiary companies and associate companies as per the Act is provided in the consolidated financial statements.

The Policy for determining material subsidiary companies can be accessed on the Companys website at the link https:// www.rcom.co.in/our-company/investor-relations/corporate-governance/

Standalone and Consolidated Financial Statements

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2024, in accordance with the requirements of the Companies (Indian Accounting Standard) Rules, 2015 (Ind AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements has been prepared in accordance with Ind-AS and relevant provisions of the Act based on the financial statements received from subsidiaries, associates as approved by their respective Board of Directors.

As RTL being a subsidiary of the Company is under CIR Process, financial statements of RTL are approved and received from

RTL and accordingly the Consolidated Financial Statements are prepared.

In the case of RCIL, the financial statements are approved by Monitoring Committee of the Company on basis of recommendation of the Director of the Company.

Directors

During the year under review, Shri Vishwanath Devaraja Rao resigned from his position as a Executive Director and Chief Financial Officer of the Company w.e.f February 03, 2024. Further Smt. Grace Thomas was appointed as an Additional Non-Executive Director of the Company, with effect from 3^rd February, 2024, by the CoC of the Company pursuant to its meeting held on 19^th December, 2023, of which e-voting results were declared on 3^rd February, 2024. Smt. Grace Thomas, could hold office of director upto the ensuing date of Annual General Meeting ("AGM") of the Company for the financial year 31^st March, 2024 and her appointment as Non-executive Director is proposed for shareholders approval in ensuing Annual General meeting The members are requested to note that in FY 2019-20, Shri Anil D Ambani, Smt. Chhaya Virani and Smt. Manjari Kacker had resigned with effect from 15^th November, 2019; Smt. Ryna Karani has resigned with effect from 14^th November, 2019 and Shri Suresh Rangachar had resigned with effect from 13^th November, 2019 as Directors of the Company. Certain directors being Shri Anil D Ambani, Shri Suresh Rangachar and Smt. Manjari Kacker also filed their respective DIR-11 forms with the Registrar of Companies. The aforementioned resignations were put up to the CoC of the Company for their consideration in accordance with Section 28(1)(j) of the Code. However, CoC of the Company at its meeting held on November 20, 2019 considered the resignations tendered by the above directors and expressed a unanimous view that the resignations cannot be accepted and instructed the Resolution Professional to convey to the directors to continue with their duties and responsibilities as directors and provide all cooperation in the Corporate Insolvency Resolution Process, at least until the completion of the Corporate Insolvency Resolution Process of the Company.

In light of the above, it was duly communicated to the aforesaid directors of the Company that their resignations have not been accepted and they are advised to continue to perform their duties and responsibilities as the directors of the Company and provide all cooperation to Resolution Professional in the CIR process. Further, the RP has filed an application with the NCLT, praying to the NCLT to direct Shri Anil D. Ambani and Shri Suresh Rangachar to continue as directors on the board of the Company and accordingly, declare the resignations tendered by them as null and void. This matter is currently sub-judice before Honble NCLT. Accordingly, Shri Anil D Ambani, Smt. Chhaya Virani, Smt. Manjari Kacker, Smt. Ryna Karani and Shri Suresh Rangachar continue to be on the composition of the Board of Directors and the respective committees of the Company.

Due to abovementioned events, Company has not received necessary annual disclosures as required under section 164(2) and Section 184(1) (Including Disclosure under sub-section (6) of section 149 from Independent Directors) of the Companies Act, 2013 from Shri Anil D Ambani, Smt. Chhaya Virani, Smt. Ryna Karani, Smt. Manjari Kacker and Shri Suresh Rangachar, Directors of the Company.

In terms of the provisions of the Act, Shri Punit Garg Non- Executive - Non Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

A brief profile of Shri Punit Garg along with requisite details as stipulated under Regulation 36(3) of the Listing Regulations are provided in this Annual Report.

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are placed on the website of the Company at the link https://www.rcom.co.in/our-company/investor-relations/corporate-governance/

Key Managerial Personnel

During the year under review Shri Vishwanath Devaraja Rao resigned from his position as a Executive Director and Chief Financial Officer of the Company w.e.f. February 03,2024. Further Shri Srinivasan Gopalan was appointed as Chief Financial Officer and Shri Rakesh Gupta, Company Secretary of the Company was appointed as Manager (K.M.P) of the Company for 3 (Three) years, with effect from 3^rd February, 2024, by the Committee of Creditors of the Company pursuant to its meeting held on 19^th December, 2023, of which e-voting results were declared on 3^rd February, 2024.

Evaluation of Directors, Board and Committee:

The Company is under CIRP pursuant to the provisions of the Code. With effect from June 28, 2019, its affairs, business and assets are being managed by, and the powers of the board of directors are vested in the Resolution Professional who has been appointed by Honble NCLT.

Hence, no formal annual evaluation has been done for the Directors performance and that of the Committees and individual directors as required under the provisions of Section 134 of the Act read with Rule 8 (4) of the Companies (Accounts) Rules, 2014.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Companys website at https://www.rcom.co.in/our-company/investor-relations/ corporate-governance/ Currently, as the Company is under CIR Process, the approval of CoC is necessary for the appointment and remuneration of Directors and Key Managerial personnel of the Company, in terms of Section 28 of the Code.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that: i In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; ii The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit/loss of the Company for the year ended on that date; iii The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv The Directors had prepared the annual financial statements for the financial year ended March 31, 2024 on a ‘going concern basis; v The Directors had laid down internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively, and vi The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Note: Since the Company is under CIR Process, the management of the affairs of the Company is vested with Resolution Professional and the Directors of the Company are required to continue performing their duties and roles and extend necessary cooperation and support to the RP. Accordingly, the above mentioned duties and responsibility of Directors have been performed by directors under the overall supervision/direction of RP of the Company.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were on an arms length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

During the year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions.

During the year under review, as the Company is under CIR Process, in terms of Section 28(1)(f) of the Code, approval of the CoC was taken for all new related party transactions in CoC meeting(s).

The new transactions entered into were reviewed and statements giving details of all new related party transactions were placed before the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the link https:// www.rcom.co.in/our-company/investor-relations/corporate-governance/ . None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

During the year under review, there are no transactions entered by the Company with persons / entities as mentioned in Regulation

34 (3), 53 (f) and in Part A, Part 2A of Schedule V of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Material Changes and Commitments, if any, affecting the financial position of the Company

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Meetings of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2024, the Directors held 4 meetings on May 27 , 2023, August 12, 2023, November 11, 2023, and February 10, 2024. The maximum gap between two meetings of Directors was 90 days and minimum gap between two meetings of Directors was 76 days.

The additional details about aforesaid meetings are given in the Corporate Governance Report forming part of this report.

Audit Committee

During the year under review, the composition of the Audit Committee underwent changes, pursuant to the appointment of Smt. Grace Thomas as member of the Committee effective form February 03. 2024, following her appointment as Director of the Company and cessation of Shri Vishwanath Devraja Rao due to his resignation from the Board.

The Audit Committee of the Directors consists of Independent Directors namely Smt. Manjari Kacker, Chairperson, Smt. Ryna Karani, Smt. Chhaya Virani and Non Independent Directors, Shri Punit Garg, Smt. Grace Thomas, as members.

During the year, all the recommendations made by the Audit Committee were accepted by the Directors and noted and taken on record by the RP of the Company.

Auditors and Auditors Report

At the 17^th Annual General Meeting (AGM) of the Company held on September 25, 2021, M/s. Pathak H.D. & Associates LLP, Chartered Accountants were appointed as the statutory auditors of the Company to hold office for a term of 5 consecutive years until the conclusion of the 22^nd AGM of the Company. Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Pathak H.D. & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company have been appointed as Auditors for a term of 5 consecutive years.

The Auditors in their report to the members have given a qualified opinion and the response of the Company with respect to it is as follows: Qualifications in present audit report (if any) The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory particularly Note No. 2.14, 2.31,2.39.2(d), 2.48, 2.53 & 2.55 (standalone financials) and Note No. 2.17, 2.39, 2.43,2.46.2(d), 2.55, 2.62 &, 2.65 (consolidated financials) and hence the same to be treated as explanation provided under Section 134 of the Act.

The audited financial statements are drawn up both on standalone and consolidated basis for the financial year ended March 31, 2024, in accordance with the requirements of the Ind-AS Rules. As per the provisions of Clause (ca) of Sub-section (3) of Section 134 of the Act, the auditors of the Company have not reported any fraud under sub-section (12) of Section 143 of the Act.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Resolution Professional on the recommendation of directors, have appointed M/s N. Ritesh and Associates, Cost Accountants, as the Cost Auditors to conduct cost audit for the telecommunications businesses of the Company for the financial year ending March 31, 2025 and their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting of the Company.

The Provisions of Section 148(1) of the Act are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2024.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Secretarial Audit & Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional on the recommendation of Directors in the meeting held on May 27, 2023 had appointed M/s. Ashita Kaul & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached herewith as Annexure A.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s. Ashita Kaul & Associates, Company Secretaries in Practice (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and the copy of the same has been submitted with the Stock Exchanges within the prescribed due date.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 is put up on the Companys website and can be accessed at https://www.rcom.co.in/our-company/investor-relations/annual-return/

Particulars of Employees and related disclosures

Pursuant to the provisions of second proviso to Section 136(1) of the Act, the Annual Report, excluding the information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), as amended, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the same may write to the

Company Secretary and the same will be furnished on request.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not carry on any manufacturing activity, being a telecommunications service provider, most of the information of the Company as required under Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in the Annexure B forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, process and policies confirming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report.

A Certificate from, M/s. Ashita Kaul & Associates, Practicing Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

Whistle Blower Policy (Vigil Mechanism)

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concern, if any of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Companys website at https://www.rcom.co.in/ our-company/investor-relations/corporate-governance/

Risk Management

The Board of the Company had constituted a Risk Management Committee in their meeting held on 14^th November, 2014 consisting of majority of directors and senior managerial personnel of the Company; however, due to ongoing CIRP, provisions of Regulation 21 of Listing Regulations are not applicable to the Company. The Board of Directors of the Company has previously dissolved the Risk Management Committee in its meeting held on 3^rd November, 2018. The Audit Committee of Directors looks after the functions of the Risk Management Committee. The Company is currently under CIRP pursuant to the provisions of the Code and considering these developments including, in particular, the respective Resolution Professionals having taken over the management and control of the Company and its subsidiaries (Group) which are under CIR process, inter alia with the objective of running them as going concerns. The Company continues to incur loss, current liabilities exceed current assets and prior to the initiation of CIRP, the Group has defaulted in repayment of borrowings, payment of regulatory and statutory dues. The Auditors have drawn qualification in their Audit Report for the year ended March 31, 2024 that these events indicate material uncertainty on the Groups ability to continue as a going concern.

Further, the Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Companys competitive advantage. The business risk framework defines the

17 risk management approach across the enterprise at various levels including documentation and reporting.

The risk framework has different risk models which helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaint was received. The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. However, Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the Company for the financial year ended 2024.

The CSR policy may be accessed on the Companys website at the link; https://www.rcom.co.in/our-company/investor-relations/corporate-governance/ The CSR Committee as on March 31, 2024, comprised Smt. Manjari Kacker as Chairperson and Shri Punit Garg, Smt. Grace Thomas, Smt. Ryna Karani and Smt. Chhaya Virani as members.

Orders, if any, passed by Regulators or Courts or Tribunals

Except as disclosed in this report, no orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operation.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the Internal Audit Cell and by the Audit Committee for its effectiveness. Except as disclosed in auditors report, during the year under review, such controls were tested and no further reportable material weaknesses in the design or operation were observed.

Business Responsibility Report

Business Responsibility Report is not applicable to the Company pursuant to the regulation 34(2)(f) of SEBIs (Listing Obligations and Disclosure Requirements) Regulations, 2015

Proceedings under the Insolvency and Bankruptcy Code, 2016

The Company is under CIRP pursuant to the provisions of the Code. Various resolution plans in respect of the Company were received by the Resolution Professional of the Company. The COC of the Company in their meeting held on March 02, 2020, had approved a resolution plan submitted by UV Asset Reconstruction Company Limited which was subsequently submitted to the NCLT on March 6, 2020 in accordance with Section 30(6) of the Code. The same continues to remain sub-judice with the NCLT. The detailed background of the proceeding is provided at the beginning of this report.

Honble NCLT, Mumbai bench, pursuant to its order dated 12^th December, 2023 has allowed to replace successful resolution applicant of the Company M/s. UV Asset Reconstruction Company Limited with M/s. UV stressed Assets management Private Limited

General

Except as disclosed in this report, during the year under review, there were no reportable event in relation to issue of equity shares with differential right as to dividend, voting or otherwise, issue of sweat equity shares to Director or Employee and one time settlement with any bank or financial institution.

Acknowledgement

Your Directors express their sincere appreciation for the cooperation and assistance received from Shareholders, Debenture Holders, Bankers, Financial Institutions, Regulatory Bodies, government Authorities, debenture trustee, customers and other business constituents during the year under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

For Reliance Communications Limited

By the Order of the Resolution Professional