Your Directors present the 21^st Annual Report and the audited financial statements for the financial year ended March 31, 2025.
Pursuant to an application filed by Ericsson India Pvt. Ltd before the Hon'ble 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 Hon'ble 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, 201 9 resolved with the
requisite voting share, to replace the IRP with Mr. Anish Niranjan Nanavaty, as the resolution professional of the Company ("RP" or
"Resolution Professional"). Subsequently, the Hon'ble NCLT has confirmed Mr. Anish Niranjan Nanavaty as the RP of the Company
vide its order dated June 21, 2019, which order was published on June 28, 201 9. 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 ("Resolution Plan") 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 Company's affairs

The standalone financial performance of the Company for the year ended March 31, 2025 is summarised below:

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

** Exchange Rate ' 85.475 = US$ 1 as on March 31, 2025 (' 83.3828 = US$ 1 as on March 31, 2024).

Financial Performance

During the year under review, your Company has earned from
Continuing Operations income of ' 278 crore against ' 298 crore
in the previous year. The Company has incurred an operational
loss of ' 81 25 crore (including loss from discontinuation of
wireless business of ' 7963 crore) and there is a Loss of ' 8125
crore for the year as compared to loss of ' 7068 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 Company's 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 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 2000 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,
201 3 ("Act") and the Companies (Acceptance of Deposits)
Rules, 201 4. 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, 2025.

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 aforesaid 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 Hon'ble 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. Mr. 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 ("UVARCL"), 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 Hon'ble 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. By order dated January 21, 2025,
NCLT has dismissed the IA filed by UVARCL thereby rejecting the
request for substitution of the resolution applicant. An appeal
bearing Company Appeal (AT) (Insolvency) No. 422 of 2025
has been filed by UVARCL before NCLAT, which is presently sub-
judice.

Further, pursuant to the discussions with the CoC members, the
RP has filed an application bearing number IA 2719 of 2025
before Hon'ble NCLT seeking necessary clarifications/ appropriate
directions on the way ahead in the CIRP of RTL. This application
is presently pending and sub-judice.

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 Mr. 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 1 9, 2023 passed by
the NCLT, the resolution plan dated July 1 7, 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 Hon'ble NCLT ("Approval Order") and the
CIRP of RCIL was concluded. Pursuant to the publication of
the Approval Order, Mr. Anish Nanavati 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.

Further Realsoft Cyber Systems Private Limited a wholly owned
subsidiary of Reliance communications Infrastructure Limited,
was de-consolidated during the year pursuant to its sale on
September 27, 2024 pursuant to the settlement terms agreed
to between Reliance Communications Infrastructure Limited (a
wholly owned subsidiary of Reliance Communications Limited)
and Patrimoine Expo Private Limited as recorded by the Hon'ble
National Company Law Appellate Tribunal in its order dated
December 12, 2023.

Foreign Subsidiaries of the Company:

Bonn Investment Inc. ("Bonn"), an US entity and a subsidiary
of Reliance Infocom Inc. ("RII"), USA, a step-down subsidiary
of RCOM, held an apartment at 400 W 12^th Street #4E
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 sent a notice to the concerned director
seeking clarification regarding the said transactions but has not
received any credible 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.

Furthermore, Bonn (through the newly appointed director)
had also commissioned a digital analysis of the various email
correspondence exchanged by the erstwhile director of Bonn,
with the erstwhile director / erstwhile management of the
Company, to further investigate the unauthorised and potentially
fraudulent sale and investment transaction undertaken by the
erstwhile director of Bonn (including the circumstances / motive
behind the same) as well as to ascertain the role of any other
individuals involved in the matter. The final report in this regard
has been received and the entire report was examined by the
relevant stakeholders and their advisors, for any further action
to be taken pursuant to the findings in the report. In particular,
this report highlighted the involvement of a director of RCOM

(powers suspended) in authorizing the sale of the said Property.
Basis the same, RP has issued an email communication dated
February 6, 2025 to the said director of RCOM, seeking his
response on his involvement in the above potentially fraudulent
transaction. On February 14, 2025, the director vide his email
denied the allegations without providing any further justification.
On February 21, 2025, the said director of RCOM vide his email
requested copies of all information and correspondence relied
upon by the RP in connection with the email communication
dated February 6, 2025 sent by the RP The same were provided
by the RP via email communication dated March 03, 2025
along with a suitable reply to the said director of RCOM. The
said director of RCOM vide his letter dated April 1, 2025 has
tendered his resignation. Meanwhile, the RP has also made his
determination on March 25, 2025 regarding the action of the
said director of RCOM amounting to fraudulent trading under
Section 66(1) of the Code. Thereafter, the RP has filed an
application under Section 66(1) of the Code on March 26, 2025
before the Hon'ble NCLT seeking appropriate relief against the
said director of RCOM, which is presently sub-judice.

Among foreign subsidiaries of the Company being Anupam Global
Soft (U) Limited, Gateway Net trading Pte Limited , Lagerwood
Investments Limited were deconsolidated on account of being
deregistered during the financial year 2024-2025.

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 Company's 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, 2025, 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 Directors of the Company.

Directors

During the year under review, Smt. Priyanka Agarwal was
appointed as an Additional Non-Executive Independent Director
of the Company, with effect from 9^th December, 2024, by

the CoC of the Company pursuant to its meeting held on
28^th October, 2024, of which e-voting results were declared on
9^th December, 2024. Smt. Priyanka Agarwal, could hold office
of director up to the ensuing date of Annual General Meeting
("AGM") of the Company for the financial year 31^st March, 2025
and her appointment as an Independent Director for 5 years
term, is proposed for shareholders' approval in ensuing Annual
General Meeting.

The members are requested to note that in FY 201 9-20, 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,
201 9 and Shri Suresh Rangachar had resigned with effect
from 13^th November, 2019 as Directors of the Company. Shri
Anil D Ambani, Shri Suresh Rangachar and Smt. Manjari Kacker
also filed their respective DIR-1 1 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.

Further Smt Ryna Karani, Smt Chhaya Virani and Smt Manjari
Kacker vide emails dated January 27, 2025, January 30, 2025
and January 31, 2025 respectively, have again requested the
Company Secretary of RCOM to complete the necessary filings
with the registrar of companies with respect to their resignations,
specifically highlighting that their tenure has expired as an
Independent Directors.

The same was duly intimated to and noted by the committee of
creditors of the Company in its 56^th meeting held on February 14,

2025. Given the expiry of the tenure of the Resigning Directors
as independent directors, Company have filed their resignations
with the office of Registrar of Companies on MCA portal w.e.f.
February 14, 2025.

Further, the RP has filed an interlocutory application bearing
Miscellaneous Application No. 232 of 2020 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. The Hon'ble NCLT vide order dated April 23, 2025
(published on May 27, 2025) has partly allowed the aforesaid
Miscellaneous Application No. 232 of 2020, to the extent that
it has observed that Registrar of Companies ought not to have
registered the Form DIR-11 intimating the resignation of Shri
Anil D Ambani and Shri Suresh Rangachar which was filed by
them after the commencement of CIRP and to that end, the
Hon'ble NCLT has directed Registrar of Companies to de-register
the Forms DIR-11 filed by Shri Anil D Ambani and Shri Suresh
Rangachar as the same were filed without the due authorization
from the resolution professional of RCOM. However, the Hon'ble
NCLT has further held that Shri Anil D Ambani and Shri Suresh
Rangachar cannot be mandated to continue as directors of RCOM
and their resignations itself cannot be declared as null and void.

Due to abovementioned events, Company has accepted the
resignation of Shri Anil D Ambani and Shri Suresh Rangachar
w.e.f. original resignation dates i.e 1 5^th November, 201 9 and
13^th November, 2019 respectively and filed Form DIR-12 with
Ministry of Corporate Affairs in this regard.

Shri Punit Garg has resigned as a Non- Executive - Non
Independent Director with effect from April 1, 2025, citing
reasons as, "In line with his resignation from all the board
positions in all the companies". However, the Company has not
been able to record his resignation with the RoC due to non¬
availability of the minimum number of directors in the Company
as required under Section 149(1) of the Companies Act, 2013.
Therefore, e-form DIR 12 for the cessation of directorship of Shri
Punit Garg can only be filed once the Company appoints at least
one additional director and their respective e-form DIR 12 has
been duly submitted to fulfil the minimum number of directors
requirement in the Company.

Smt. Grace Thomas Non- Executive - Non Independent Director
of the Company retires by rotation and being eligible, offers
herself for re-appointment at the ensuing AGM of the Company.

A brief profile of Smt. Priyanka Agarwal and Smt. Grace Thomas
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 there was no change in the Key
Managerial Personnel of the Company.

Evaluation of Directors, Board and Committee:

The Company is under CIRP pursuant to the provisions of the
Code. With effect from June 28, 201 9, 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 Hon'ble 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 Company's 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, 2025, 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, 2025 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, 2025 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 arm's 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 Company's 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-a-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, 2025, the
Directors held 4 meetings on May 29, 2024, August 10, 2024,
November 09, 2024, and February 06, 2025. The maximum gap
between two meetings of Directors was 90 days and minimum
gap between two meetings of Directors was 72 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. Priyanka Agarwal and cessation of Independent Directors
Smt Ryna Karani, Smt. Chaya Virani and Smt. Manjari Kacker.

The Audit Committee of the Directors consists of Independent
Directors namely Smt. Priyanka Agarwal and Non-Independent
Directors, Shri Punit Garg and Smt. Grace Thomas, as members
as on financial year ending on March 31, 2025. However, Shri
Punit Garg has resigned as Director of the Company w.e.f.
1^st April, 2025.

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, 2.48,
2.53,2.55 & 2.60 (standalone financials) and Note No. 2.17,
2.39, 2.42, 2.43, 2.46.2 (a) and (c), 2.55, 2.64, 2.67, 2.61,
2.68 and 2.70 (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,
2025, 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, 2026 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, 2025.

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 29,
2024 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 thereunder 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 1 34(3)(a) of the Act, the Annual
Return for the financial year 2024-25 is put up on the Company's
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 Company's 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
subsidiary (viz. Reliance Telecom Limited which is also under CIR
process, and Reliance Communications Infrastructure Limited
which is under implementation of Resolution Plan under
Monitoring Committee), 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, 2025 that these events indicate material uncertainty
on the Group's 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 Company's
competitive advantage. The business risk framework defines the
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 workplace
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.

Compliance with Maternity Benefit Act, 1961

The Company fully adheres to all requirements of the Maternity
Benefit Act, 1961, ensuring compliance with its provisions for
eligible employees.

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 thereunder are not applicable to the Company for
the financial year 2025.

The CSR policy may be accessed on the Company's website
at the link; https://www.rcom.co.in/our-company/investor-
relations/corporate-governance/

The CSR Committee as on March 31, 2025, comprised. Smt
Grace Thomas, Smt. Priyanka Agarwal and Shri Punit Garg, as
members of the committee. (Shri Punit Garg resigned as director
of the Company w.e.f. 01 April 2025)

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 Company's 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 SEBI's (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.

Hon'ble 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

Priyanka Agarwal Grace Thomas

Independent Director Non Executive Director
(DIN: 08089006) (DIN: 07079566)

Place : Navi Mumbai
Date : May 27, 2025