Annual Report 2023-2024

Reliance Communications Limited

Dhirubhai Ambani Knowledge City

Navi Mumbai - 400 710, India

September 06, 2024

Tel : +91 022 3038 6286

Fax: +91 022 3037 6622 www.rcom.co.in

RAKESH GUPTA

Digitally signed by

RAKESH GUPTA Date: 2024.09.06 18:14:30 +05'30'

Directors

Shri Anil Dhirubhai Ambani - Chairman

Shri Punit Garg

Smt. Grace Thomas

Shri Suresh Rangachar

Smt. Manjari Kacker

Smt. Ryna Karani

Smt. Chhaya Virani

Resolution Professional

Shri Anish Niranjan Nanavaty

Key Managerial Personnel

Shri. Srinivasan Gopalan - Chief Financial Officer

Shri Rakesh Gupta - Company Secretary and Compliance officer

Statutory Auditors

M/s. Pathak H. D. & Associates, LLP, Chartered Accountants

Registered Office

H Block, 1st Floor

Dhirubhai Ambani Knowledge City

Navi Mumbai 400 710

CIN: L45309MH2004PLC147531

Tel.: +91 22 3038 6286

E-mail: rcom.investors@relianceada.com

Website: www.rcom.co.in

Registrar and Transfer Agent

KFin Technologies Limited

(Formerly Known as KFin Technolgies Private Limited), Unit: Reliance Communications Limited,

Selenium Tower - B, Plot No. 31 & 32,

Survey No. 116/22, 115/24, 115/25, Financial District, Nanakramguda, Hyderabad 500 032. Telangana Website: www.kfintech.com

Investor Helpdesk

Notice

Notice is hereby given that the 20th Annual General Meeting (AGM) of the Members of Reliance Communications Limited ("Company" or "RCOM"), a company undergoing corporate insolvency resolution process under the provisions of the Insolvency and Bankruptcy Code, 2016, will be held on Saturday, September 28, 2024 at 11.30 A.M. (IST) through Video Conference (VC) / Other Audio Visual Means (OAVM) facility to transact the business as herein contained;

Agenda Item no. 1 of this Notice (which formed part of the Notice for the19th Annual General Meeting and for which requisite number of votes were not cast in favour by the members), is being placed before the members once again for consideration and adoption at this 20th Annual General Meeting.

Background:

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 the Company vide its order dated May 15, 2018 ("Admission Order"). The Hon'ble NCLT had, pursuant to the Admission Order, appointed an Interim Resolution Professional("IRP") for 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 in the IRP.

Subsequently, the Hon'ble National Company Law Appellate Tribunal ("NCLAT"), while adjudicating upon an appeal preferred against the Admission Order, 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 withdrawal of the aforesaid appeal, vacated all interim orders including the Stay Order. The NCLT, "vide its order" May 7, 2019, directed the IRP to proceed in the CIRP of the Company. Upon vacation of the Stay Order and the aforesaid order of the NCLT, the CIR Process of the Company re-commenced.

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 for the Company ("RP" or "Resolution Professional"). Subsequently, the Hon'ble NCLT has appointed Shri. Anish Niranjan Nanavaty as the RP for the Company vide its order dated June 21, 2019, which was published on June 28, 2019. Accordingly, the management of the Company vests in the RP during the continuance of the CIR process period 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, in its meeting held on March 02, 2020, Had approved the 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 Hon'ble NCLT on March 6, 2020 in accordance with Section 30(6) of the Code. The application for approval of the Resolution Plan continues to remain sub- judice with the Hon'ble 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.

In view hereof, this Annual General Meeting is being called and convened.

Ordinary Business carried forward from the 19th Annual General Meeting:

1. To consider and adopt:

1. the Audited Standalone Financial Statement of the Company for the financial year ended March 31, 2023 and the reports of the Directors and Auditors thereon, and
2. the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2023 and the report of the Auditors thereon.

Ordinary Business of 20th Annual General Meeting:

1. To consider and adopt:
2. 1. the Audited Standalone Financial Statement of the Company for the financial year ended March 31, 2024 and the reports of the Directors and Auditors thereon, and
   2. the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2024 and the report of the Auditors thereon.
3. To appoint a Director in place of Shri Punit Garg, (DIN: 00004407), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers himself for reappointment as Director and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, and the relevant rules made thereunder (including any statutory modification(s) or re- enactment thereof, for the time being in force), Shri Punit Garg (DIN: 00004407), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.

(His appointment is a part of compliance with section 152(6) of the Companies Act, 2013. However, the powers of the Board shall continue to remain suspended during the continuance of CIR Process. The tenure of directors will be subject to the terms of the Resolution Plan as may be approved by the NCLT in terms of Section 31 of the Code).

Special Business of 20th Annual General Meeting

4. Appointment of Smt. Grace Thomas (DIN 07079566) as a Non-Executive Non Independent Director of the Company. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the

Notice

Act') and the relevant rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the applicable regulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the provisions of the Articles of Association of the Company and as per the terms and condition of the agreement executed with her and any other applicable provision of the law. Smt. Grace Thomas (DIN: 07079566), whose appointment as an additional Director and designation as Non-Executive Director was approved by the Committee of Creditors of the Company in terms of section 28 of the Insolvency and Bankruptcy Code, 2016 in its meeting held on December 19, 2023, of which e-voting results were declared on and such appointment is effective from February 03, 2024 and who holds office up to the date of ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under section 160 of the Act proposing her candidature for appointment as a Non-Executive Director, be and is hereby liable to retire by rotation.

RESOLVED FURTHER THAT the resolution professional of the Company or any other persons exercising the powers of the Board of Directors in terms of the Resolution plan approved by the NCLT, directly or through and person authorized in this behalf, be and is hereby authorized to all such acts, deeds, attend to such matters and things and take all steps as may be necessary, proper and expedient to give effect to this resolution."

5. Appointment of Shri Rakesh Gupta, as Manager (Designated as Key Managerial Personnel) of the Company:

To consider and, if thought fit, to pass the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read along with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, consent of the Company be and is hereby accorded for the appointment and terms of remuneration of Shri Rakesh Gupta as Manager of the Company for the period of Three years commencing from February 03, 2024 to February 02, 2027, as approved by Committee of Creditors (CoC) of the company in its meeting held on December 19, 2023 of which e-voting results were declared on February 03, 2024 and upon the terms and conditions including remuneration set out in the Explanatory Statement annexed to the Notice convening this meeting (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment), with liberty to Directors, Resolution Professional (RP) of the Company to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Shri Rakesh Gupta.

RESOLVED FURTHER THAT any Director, Company Secretary and Chief Financial Officer of the Company be and is hereby authorised severally to take all such steps as

may be necessary, proper and expedient to give effect to this Resolution."

6. Ratification of remuneration payable to Cost Auditor of the Company for the financial year ending March31, 2025:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT a fee of ` 50,000 (Rupees fifty thousand only) excluding tax and out of pocket expenses, if any, for the financial year 2024-25 payable to M/s. N. Ritesh and Associates, Cost Accountants (Firm Registration Number R100675), appointed by the Resolution Professional as the Cost Auditors of the Company, based on recommendations of the Audit Committee and the Directors, for auditing the cost accounting records of the Company for the financial year ending March 31, 2025 be and is hereby ratified pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force).

RESOLVED FURTHER THAT the Resolution Professional of the Company or any other persons exercising the powers of the Board of Directors in terms of the Resolution Plan approved by the NCLT, directly or through any person authorized in this behalf be and are hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

For Reliance Communications Limited (Company under Corporate Insolvency Resolution Process)

Rakesh Gupta

Company Secretary & Compliance Officer

(Membership No.:F5951)

Registered Office:

H Block, 1st Floor

Dhirubhai Ambani Knowledge City

Navi Mumbai 400 710

CIN:L45309MH2004PLC147531

Website: www.rcom.co.in

Date: May 29, 2024

Notes:

1. Statement pursuant to Section 102(1) of the Companies Act, 2013 ("Act") relating to item of Special Business to be transacted at the Annual General Meeting ("AGM") is annexed hereto.
2. Pursuant to General Circulars No.14/2020 dated April 8, 2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021, No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022, No. 10/2022 dated December 28, 2022 and No.09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively 'MCA Circulars'), the Company is convening

Notice

the 20th Annual General Meeting ('AGM') through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India ('SEBI'), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and other applicable circulars issued in this regard (collectively 'SEBI Circulars'), have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). In compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), the Listing Regulations and MCA Circulars, the 20th AGM of the Company is being held through VC/OAVM on Saturday, September 28, 2024 at 11:30 a.m. (IST).

1. Since AGM is being held pursuant to the MCA and SEBI have circulars through VC/OAVM, physical attendance of Members have been dispensed with. Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the proxy Form and Attendance Slip are not annexed to this Notice.
2. Re-appointmentof Director:
   At the ensuing AGM, Shri Punit Garg, Director of the Company shall retire by rotation under the provisions of the Act and being eligible, offers himself for re-appointment.
   The Resolution Professional of the Company (having the powers of the board of Directors of the Company) basis the recommendation provided by the Directors of the Company in their meeting dated May 29, 2024 hereby proposes the reappointment of Shri Punit Garg.
   The details pertaining to Shri Punit Garg pursuant to the requirements of regulation 36(3) of the Listing regulations and secretarial standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, are furnished hereunder:
   Shri Punit Garg, 59 years, a qualified Engineer, is part of senior management team of Reliance Group since 2001. He has held several positions in the Company, including CEO of Indian and Global Enterprise Business, Corporate Strategy and Regulatory Affairs of the Company. With rich experience of over 37 years, Shri Garg has created and led billion dollar businesses. As a visionary, strategist and team builder he has driven profitable growth through innovation and operational excellence. He was President, Telecom Business of the Company and elevated to the Board as Non-Executive Director of the Company before resigning as Executive Director of the Company on April 05, 2019.
   He is also on the Board of Reliance Infrastructure Limited, BSES Yamuna Power Limited, Reliance Power Ltd. and BSES Rajdhani Power Limited.
   Shri Garg is a member of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee of the Company. He is not holding any equity share of the Company as on March 31, 2024.
   He does not hold any relationship with other Directors, Key Managerial Personnel and Resolution Professional of the

Company. Except Shri Punit Garg, none of the Director / Key Managerial Personnel and Resolution Professional of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at item No. 3 of this Notice.

1. Item no.1 of this Notice, which formed part of the Notice calling 19th Annual General Meeting, for which requisite number of votes were not cast in favour by the members, accordingly is being placed before the members for consideration and adoption at this 20th Annual General Meeting.
2. In compliance with the aforesaid MCA Circulars and SEBI Circulars Notice of the AGM alongwith the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Kfintech or Central Depository Services (India) Limited (CDSL)/ National Securities Depositories Limited (NSDL) ("Depositories"). Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website at www.rcom.co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.comrespectively, and also on the website of KFin Technologies Limited (formerly known as KFin Technologies Private Limited) ("KFintech") at www. kfintech.com.
3. Members whose email address is not registered can register the same in the following manner so that they can receive all communications from the Company electronically:
4. 1. Members holding share(s) in physical mode can register their e-mail ID on the Company's website at https://www.rcom.co.in/our-company/investor- relations/shareholdersregistration-2/by providing the requisite details of their holdings and documents for registering their e-mail address; and
   2. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective Depository Participants ("DPs") for receiving all communications from the Company electronically.
5. The Company has engaged the services of KFintech, as the authorized agency for conductinge - AGM and providing e-voting facility.
6. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
7. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
8. Relevant documents referred to in the accompanying Notice calling the AGM are available on the website of the Company for inspection by the Members.
9. Members are advised to refer to the section titled "Investor Information" provided in the Annual Report.
10. Members are requested to fill in and submit online Feedback Form provided in the 'Investor Relations' section on the Company's website www.rcom.co.in to aid the Company in its constant endeavour to enhance the standards of service

Notice

to investors.

14. Instructions for attending the AGM and e-voting are as follows:

a. In compliance with the provisions of Section 108

of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Listing Regulations, the Company is offering e-voting facility to all Members of the Company. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners (in case of electronic shareholding) maintained by the Depositories as on the cut-off date i.e. Saturday, September 21, 2024 only shall be entitled to avail the facility of remote e-voting /e-voting at the AGM. KFintech will be facilitating remote e-voting to enable the Members to cast their votes electronically. Members can cast their vote online from 10.00 A.M. (IST) on Wednesday, September 25, 2024 to 5.00 P.M. (IST) on Friday, September 27, 2024. At the end of remote e-voting period, the facility shall forthwith be blocked.

1. Pursuant to SEBI circular No. SEBI/ HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on "e-voting facility provided by Listed Companies", which is effective from June 9, 2021, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
2. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

Part A - E-voting

Members are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

1. The voting rights of the Members shall be in proportion to the number of share(s) held by them in the equity share capital of the Company as on the cut-off date being Saturday, September 21, 2024.
   In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
2. Any person holding shares in physical form and non individual shareholders, who become a member of the Company after sending of the Notice and hold shares as of the cut-off date, may obtain the login ID and password by sending a request to KFintech at evoting@kfintech.comHowever, if he/she is already registered with KFintech for remote e-Voting, then he/ she can use his/her existing User ID and password for casting the e-vote.
3. In case of Individual Members holding securities in demat mode and who become a member of the Company after sending of the Notice and hold share(s) as of the cutoff date may follow steps mentioned below under "Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
4. The Members who have cast their vote by remote e-voting prior to the AGM may also attend / participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
5. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:

Notice

2. Access to KFintech e-Voting system in case of shareholders holding shares in physical form and non- individual shareholders in demat mode.

1. Members whose email IDs are registered with the Company/ DPs, will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
2. 1. Launch internet browser by typing the URL: https://emeetings.kfintech.com/
   2. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number), followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
   3. After entering these details appropriately, click on "LOGIN".
   4. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
   5. You need to login again with the new credentials.
   6. On successful login, the system will prompt you to select the "EVEN" i.e., 'Reliance Communications Limited- AGM" and click on "Submit"
   7. On the voting page, enter the number of share(s) (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/ AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
   8. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
   9. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

1. 1. You may then cast your vote by selecting an appropriate option and click on "Submit".
   2. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote.
   3. During the voting period, members can login any number of times till they have voted on the Resolution(s).
   4. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer's email id scrutinizeragl@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name_Even No."
2. Members whose email IDs are not registered with the Company/DPs, and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:
3. 1. Temporarily get their email address and mobile number provided with KFintech, by sending an e-mail to evoting@kfintech.com. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris@kfintech.com.
   2. Alternatively, member may send an e-mail request at the email id einward.ris@kfintech. com along with scanned copy of the signed request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.
   3. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Part B - Access to join virtual meetings (e-AGM) of the Company on KFintech system to participate in e-AGM and vote thereat.

Instructions for all the shareholders for attending the AGM of the Company through VC/OAVM and e-Voting during the meeting.

1. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings. kfintech.com/