The Hon'ble National Company Law Tribunal, Mumbai Bench
("NCLT") admitted an insolvency and bankruptcy petition filed by
an operational creditor against Reliance Communications Limited
("the Company") and appointed Resolution Professional (RP)
who has been vested with management of affairs and powers
of the Board of Directors with direction to initiate appropriate
action contemplated with extant provisions of the Insolvency
and Bankruptcy Code, 2016 and other related rules.

Qualified Opinion

We have audited the accompanying standalone financial
statements of Reliance Communications Limited ("the Company"),
which comprise the Standalone Balance Sheet as at March 31,
2025, the Standalone Statement of Profit and Loss (including
other comprehensive income), the Standalone Statement of
Changes in Equity and the Standalone Statement of Cash Flows
for the year then ended, and notes to the standalone financial
statements including a summary of material accounting policies
and other explanatory information ("the standalone financial
statements").

In our opinion and to the best of our information and according
to the explanations given to us, except for the possible effects
of the matter described in the Basis for Qualified Opinion section
of our report, the aforesaid standalone financial statements give
a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Companies Act
2013 ("the Act") read with the Companies ( Indian Accounting
Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, and its loss
(including other comprehensive income), its changes in equity
and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a) We draw attention to Note nos. 2.14, 2.31 and 2.39.2

(b) of the standalone financial statements regarding, "Assets
Held for Sale (AHS)" regarding Wireless Spectrum, Towers,
Fibre and Media Convergence Nodes (MCNs) along with
liabilities continues to be classified as held for sale at the
value ascertained at the end of March 31, 2018, for the
reasons referred to in the aforesaid notes and impact of the
non payment of spectrum instalments due to Department
of Telecommunication (DOT). Non determination of fair
value of Asset Held for Sale as on the reporting date is not
in compliance with Ind AS 105 "Non-Current Assets Held
for Sale and Discontinued Operations". Accordingly, we are
unable to comment on the consequential impact, if any,

on the carrying amount of Assets Held for Sale and on the
reported losses for the year ended March 31, 2025.

b) We draw attention to Note nos. 2.31 and 2.48 of the
standalone financial statements regarding admission of the
Company and its two subsidiaries into Corporate Insolvency
Resolution Process ("CIRP"), and pending determination
of obligations and liabilities with regard to various claims
submitted by the Operational/financial/other creditors and
employees including interest payable on loans during CIRP.
We are unable to comment the accounting impact thereof
pending reconciliation and determination of final obligation.

The Company, accordingly, has not provided interest on
borrowings amounting to Rs. 4,692 crore for the year ended
March 31, 2025 and Rs. 28,786 crore up to previous
financial year calculated based on the basic rate of interest
as per the terms of the loan. The Company further has not
provided net foreign exchange loss amounting to Rs. 418
crore for the year ended March 31, 2025 and net foreign
exchange loss of Rs. 3,677 crore up to previous financial
year. Had such interest and foreign exchange variation as
mentioned above been provided, the reported loss for the
year ended March 31, 2025 would have been higher by Rs.
5,110 crore and Net worth of the Company would have
been lower by Rs. 37,573 crore and Rs. 32,463 crore as
on March 31, 2025 and March 31, 2024 respectively.
Non provision of interest and non-recognition of foreign
exchange variation is not in compliance with Ind AS 23
"Borrowing Costs" and Ind AS 21 "The Effects of Changes
in Foreign Exchange Rates".

c) We draw attention to Note nos. 2.31 and 2.55 of the
standalone financial statements, regarding pending
comprehensive review of carrying amount of all assets
(including investments, receivables and balances lying under
Goods and Service Tax) & liabilities and non-provision for
impairment of carrying value of the assets and write back
of liabilities if any, pending completion of the CIRP and
various irregularities reported by the forensic auditor M/s
BDO India LLP appointed by one of the lenders, in their
forensic audit report for the period from April 01, 2013 to
March 31, 2017 as communicated by certain banks and
communication received from certain banks with respect to
willful defaulter and fraud. In the absence of comprehensive
review as mentioned above for the carrying value of all the
assets and liabilities and unable to determine of potential
impact of communications from banks in respect of willful
default / fraud, we are unable to comment that whether
any adjustment is required in the carrying amount of such
assets and liabilities and consequential impact, if any, on the
reported losses for the year ended March 31, 2025. Non
determination of fair value of financial assets & liabilities
and impairment of carrying amount for other assets and
liabilities are not in compliance with Ind AS 109 "Financial
Instruments", Ind AS 36 "Impairment of Assets" and Ind AS
37 "Provisions, Contingent Liabilities & Contingent Assets".

d) We draw attention to Note no. 2.60 of the standalone
financial statements, wherein during the previous year ended
March 31, 2024, erstwhile director of Bonn Investment
Inc. ("Bonn") had sold its property for an amount of USD
8.34 million (approx. Rs.69.55 Crore) and invested the
same with AZCO Real Estate Brokers LLC ("AZCO") without
the authorisation / permission of the Management and
Resolution Professional (RP) of the Company. As explained
in detail in the aforesaid note, the Management of Bonn
has taken certain steps and will take all necessary steps as
required to be undertaken including recovery of the advance
given to AZCO. The Management of Bonn is hopeful that
the steps taken and discussion with AZCO will result in
recovering the said advance and accordingly, no provision
has been made in the financial statements for the year
ended March 31, 2025 against the said advance. Also, the
Company has filed a petition against the erstwhile Director
of the Company based on the digital analysis report for
his involvement in the aforesaid transactions. Further, the
financial statements of Bonn for the year ended March 31,
2025 and March 31, 2024, considered for consolidation is
unaudited and certified by the Management.

Based on the matters fully described in the aforesaid note,
we are unable to determine on the potential impact if any
in the unaudited financial statements of Bonn in relation to
unauthorised sale made by the erstwhile director of Bonn
and involvement of erstwhile director of RCOM if any on
the said transactions.

e) We draw attention to Note no. 2.53 of the standalone
financial statements regarding non adoption of Ind AS 116
"Leases" effective from April 01, 2019 and the consequent
impact thereof. The aforesaid accounting treatment is not
in accordance with the relevant Ind AS 116.

f) We draw attention to Note no. 2.31 of the standalone
financial statements, regarding continuous losses incurred
by the Company, current liabilities exceeding its current
assets, default in repayment of borrowings and default in
payment of regulatory and statutory dues and pending
application of renewal of telecom licenses and potential
impact of the matters stated in note no 2.55. This situation
indicates that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue
as a going concern. The accounts however have been
prepared by the management on a going concern basis for
the reason stated in the aforesaid note. We however are
unable to obtain sufficient and appropriate audit evidence
regarding management's use of the going concern basis of
accounting in the preparation of the standalone financial
statements, in view of ongoing CIRP and matters pending
before regulatory authorities, the outcome of which cannot
be presently ascertained.

The Networth of the Company excludes the effect of qualification
under (a), (c), (d), (e) and (f) above which are non-quantifiable
as referred therein.

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in
the Auditor's Responsibilities for the Audit of the standalone
financial statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
qualified opinion on the standalone financial statements.

Emphasis of Matter Paragraph

We draw attention to Note no. 2.39.2 (a) of the standalone
financial statements, regarding provision of license fee and
spectrum usage charges based on management estimates
pending special audit from Department of Telecommunications,
pursuant to the judgment of Hon'ble Supreme Court of India,
vide its order dated October 24, 2019 and status of payment
thereof which may undergo revision based on any development
in the said matter.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current year. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. In
addition to the matters stated in our Basis for Qualified opinion
paragraph, we have determined the matters described below to
be the key audit matters to be communicated in our report.

For each matter below, our description of how our audit addressed
the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the standalone financial statements
section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material
misstatement of the standalone financial statements. The results
of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion
on the accompanying standalone financial statements.

Information Other than the Standalone Financial Statements
and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation
of the other information. The other information comprises the
information included in the Board's Report including Annexures
to Board's Report but does not include the standalone financial
statements and our auditor's report thereon.

Our opinion on the standalone financial statements do not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other
information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our

audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a
material misstatement of this other information; we are required
to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those Charged with
Governance for the Standalone Financial Statements

The standalone financial statements, which is the responsibility
of the Company's Management is relied upon by the Resolution
Professional based on the assistance provided by the Directors
and taken on record by the Resolution Professional as fully
described in Note no. 2.62 of standalone financial statements.
The Company's Management is responsible for the matters stated
in section 134(5) of the Act with respect to the preparation of
these standalone financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income/(loss), changes in equity and
cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Directors/
Resolution Professional (RP) is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless Director /RP either intends to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Director/RP are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional scepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the company has adequate internal
financial controls with reference to standalone financial
statements in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of Board of Director's
and Resolution Professional use of the going concern basis
of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures
in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content of
the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements
may be influenced. We consider quantitative materiality and
qualitative factors (i) in planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the standalone financial
statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current year and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Other Matter

(a) Pursuant to applications filed by Ericsson India Pvt. Ltd.
before the 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 applications and ordered the commencement of
corporate insolvency resolution process ("CIRP") of Reliance
Communications Limited ("the Company") and two of its
subsidiaries namely Reliance Infratel Limited (RITL, ceased
w.e.f December 22, 2022) and Reliance Telecom Limited
(RTL) (collectively, the "Corporate Debtors") vide its orders
dated May 15, 2018. The committee of creditors ("CoC")
of the Corporate Debtors, at the meetings of the CoC
held on May 30, 201 9, in terms of Section 22 (2) of the
Code, resolved with the requisite voting share, to replace
the Interim Resolution Professionals with the Resolution
Professional ("RP") for the Corporate Debtors, which has
been confirmed by the NCLT in its orders dated June 21,

2019 (published on the website of the NCLT on June 28,
2019).

(b) During an earlier year, Reliance Communication Infrastructure
Limited (RCIL) a wholly owned subsidiary of the Company,
had been admitted by NCLT for resolution process under
the Code and Mr. Anish Nanavaty was appointed as the
Resolution Professional by the NCLT. On December 19,
2023, Hon'ble NCLT has approved the resolution plan
submitted by a resolution applicant as approved by CoC,
accordingly Mr. Anish Niranjan Nanavaty has ceased to be
the RP of RCIL, and RCIL is currently under the supervision
of a Monitoring Committee (of which the erstwhile RP is a
member) constituted under the provisions of the approved
resolution plan. The implementation of the approved
resolution plan is currently pending.

(c) The standalone financial statements of the Company shall
be signed by the Chairperson or Managing Director or
Whole Time Director or in absence of all of them, it should
be signed by any Director of the Company who is duly
authorized by the Board of Directors to sign the standalone
financial statements. As mentioned in Note No 2.62 of the
standalone financial statements, in view of the ongoing
Corporate Insolvency Resolution Process, the powers of the
Board of Directors stand suspended and are exercised by
the Resolution Professional.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,

2020 ("the Order"), issued by the Central Government

of India in terms of sub-section (11) of section 143 of
the Act, we give in the "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) Except for the matters stated in Basis for Qualified
Opinion paragraph above, we have sought and obtained
all the information and explanations which to the best
of our knowledge and belief were necessary for the
purposes of our audit.

(b) Except for the possible effects of the matters described
in the Basis of Qualified opinion paragraph above and
matter stated in paragraph 2(j)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 201 4, in our opinion, proper books
of account as required by law have been kept by the
Company so far as it appears from our examination of
those books.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement of
Cash Flows and Standalone Statement of Changes in
Equity dealt with by this Report are in agreement with
the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards (Ind AS) specified under Section 133 of
the Act, read with Rule 7 of the Companies (Indian
Accounting Standards) Rules, 2015 as amended,
except requirement of Ind AS 105 "Non-Current
Assets Held for Sale and Discontinued Operations",
Ind AS 23 "Borrowing Cost" , Ind AS 21 "Effects of
Changes in foreign exchanges", Ind AS 36 "Impairment
of Assets", Ind AS 37 "Provisions, Contingent Liabilities
and Contingent Assets", Ind AS 109 "Financial
Instruments" and Ind AS 116 "Leases" with regard
to matters described in the Basis of Qualified Opinion
paragraph above.

(e) The matters described under the Basis for Qualified
Opinion paragraph above and Qualified Opinion
paragraph of "Annexure B" to this report, in our opinion,
may have an adverse effect on functioning of the
Company and on the amounts disclosed in standalone
financial statements of the Company;

(f) On the basis of the written representations received
from two directors of the Company as on March 31,
2025 taken on record by the Board of Directors and
based on legal opinion obtained by the Company with
regard to non-payment of debenture holder's due,
these two directors are not disqualified as on March
31, 2025 from being appointed as a director in terms
of Section 164 (2) of the Act. Further as mentioned in
Note no. 2.52 of the standalone financial statements,
two directors of the Company have resigned from the
position of director, however their resignation has not
been accepted for the reason stated in the said note
and the Company has not received declarations from
these directors in this regard, accordingly we are unable

(b) The Management has represented to us
that, to the best of its knowledge and
belief, no funds have been received by
the Company from any person or entity,
including foreign entities ("Funding Parties"),
with the understanding, whether recorded
in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries")
or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

(c) Based on our audit procedure that has been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and (b)
contain any material misstatement.

v. The Company has not declared or paid any
dividend during the year.

vi. Based on our examination which included test
checks, the Company uses accounting software
SAP and other peripheral applications for
maintaining its books of account for the financial
year ended March 31, 2025, which has a feature
of recording audit trail (edit log) facility and the
same has been operated throughout the year
for all the relevant transactions recorded in the
software, except, as stated in note no 2.59,
the Company has not enabled the feature of
recording audit trail (edit log) at the database
level for certain direct changes to SAP application
(DDL and DML), ICARE and Interconnect
application. Further, where audit trail (edit log)
facility was enabled and operated, the audit trail
feature has not been tampered with. Additionally,
the audit trail of prior year has been preserved by
the Company as per the statutory requirements
for record retention, except for ICARE application
log enabled from January 2024, Single View
database log enabled from August 2024 and SAP
database (partially) enabled from June 2024.

For Pathak H. D. & Associates LLP

Chartered Accountants

Firm's Registration No: 107783W/W100593

Jigar T. Shah

Partner

Membership No: 161851

UDIN: 25161851 BMOGBA5758

Date : May 27, 2025

Place : Mumbai