May 27, 2025
Tel : +91 022 3038 6286
Fax: +91 022 3037 6622
https://www.rcom.co.in
Corporate Relationship Department BSE LimitedPhiroze Jeejeeboy Towers Dalal Street,
Mumbai- 400 001
BSE Scrip Code: 532712Dear Sir/Madam,
National Stock Exchange of India LimitedExchange Plaza, 5thFloor, Plot No. C/1, G Block
Bandra Kurla Complex, Bandra (E) Mumbai - 400 051
NSE Symbol: RCOMSub: Statement of Audited (Standalone and Consolidated) Financial Results for the quarter and financial year ended on March 31, 2025In furtherance of the letter dated May 20, 2025, Reliance Communications Limited (the “Company”) hereby informs you that the Directors of the Company have at there meeting held today i.e. on May 27, 2025, inter alia, considered and approved the Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2025.
In accordance with of Regulation 33(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the following are herewith enclosed:
Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2025;
Auditors' Report on the Audited Standalone & Consolidated Financial Results; and
Statement showing impact of audit qualifications in specified format.
Given that the Company is under corporate insolvency resolution process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016, and with effect from June 28, 2019, its affairs, business and assets are being managed by, and the powers of the board of directors are vested in the resolution professional of the Company, Mr. Anish Niranjan Nanavaty (“RP”). The aforesaid meeting of the Directors was chaired by the RP who, relying on the certifications, representations and statements of the Directors and management of the Company and the consequent recommendation of the Directors, took on record the Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2025.
The above mentioned meeting of the Directors of the Company commenced at 05.11 P.M. and concluded at 07.25 P.M.
This is for your information and records. Yours faithfully,
For Reliance Communications Limited
Rakesh Gupta Company Secretary(Reliance Communications Limited is under corporate insolvency resolution process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016. With effect from June 28, 2019, its affairs, business and assets are being managed by, and the powers of the board of directors are vested in, the Resolution Professional, Mr. Anish Nanavaty, appointed by Hon'ble National Company Law Tribunal, Mumbai Bench, vide order dated June 21, 2019 which was published on the website of the Hon'ble National Company Law Tribunal, Mumbai Bench on June 28, 2019.)
Registered Office:
Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MH2004PLC147531
i+tflReport on the Audited stsndslnne finknuial res'uIts of ftcfia'n'ce tummuniall0ns. Liznilcd for the. qu4rter aad vcar ended Murcb 3t, 2025 pursunot o R'eg fiction 3S and f?eguhtion US run with Megutsfion 63 (2) nj° Uie SFB7 (Listing Obffgeffous. a•d Oisc/aserv kequizements) keguletion 2015 us amended.
’the hoard or Directors / Resoluiion Professional {RPj of Reliance Communiyations Limiie
Report on the sudit oF the Standelooc Fi+tanciaI Results
”I he Hnn' blc Jdational Compa'ny Law Tribunal, Mumbei Bonch (!’fiCLT”) gdmilted an insolvency snd b«nkrupicJ petition 'filed by an opentional éréditor against Reliarice Gomrñunications Li mited «nd appointed Reso)ulion Profasiwl (RQ who has been vcsterl with rñxnagemcnl of affairs .and power ?f the Boazd of Directors wiih direction 1o initiate appropriatc.aciia co«t•mpIaiod with extant provisions o'f the fnsolvency. arid Bankruptcy Code,.20 T6 arid other related r'ules:
We have oudiled .the accompart›'in.g standa1onc„ financial rssuTts' of Re1iancc Cominunicaions Limited ('the Company*). for the quarter and year ended Mch 3T, 2025 (*the st8ndaTone fi'nancial results') attached hcrew.ith, being. s Omitted by the Company puisua'nt lo lhe requir«menfs of Regulation 33 and Regulali0n S2 read with Reguation 63{2) of the. SEBI (Listing O.bligations and Disclosuré Requirements) Regular one, 20I5 as: amended:(!*Listing ReguIationS'j:
In.our opinion and to the best of our information and-'according io.the explanations'given to ris, except fo.r the. possible elTecls of matters described in Basis for Qualified Opinion soctiou of our report, these standalone. financial results-
am presented 'in accordance with the requirements of Regulation 33. and ftegulation 52 read v/itI
Regulation 6*t2).efthe L istiig Rcgulati’on's in' this regztrd;. end
give a true. and Air view .in conformity with the raogriition and measurement principles. I.aid down in the applicable Indian Accounting Slandards and other accounting principles pncra]ly acccphxl in lndia of the net loss, and other comprehensive loss and other financial information tbr the.quarter and year ended March 31, 2025.
We draw atieniion To Na.• .a 4 A G of fhc :standalone financial results, "Asseis Held for Sale (AH SJ” mg8rñtng Wireless Speclrum. Towers; Fibre' and Media ConvergenLt' Ncides. (MCNt) alongwith liabilities continues fa be class fied ar held for salo:at IN value esccrteii 'd «at th'c end of March 3 1. 2018, for the reasons reI°urrcd. to in the'aforesaid:note and impact oF ihe non payment of spectrum instalments .dHe to Department of'Lelwommunicalion (DOT). Ngn determination of fair value or A»rets Held for Sale u on the ‹sporting clate is not in compliniJce. with Ind AS l05 ”Nail-
Page of 6
C urreni Asses 1:leld for Sele nd llisconiintied tlpcrations!’. Accia Oingly. we am unable to. coini»eiii
We straw attenion Io Note iin. S of II s suindeluric financial.uusults regarding aJn i.ol” th C onzpany artd its twn subsidiaries inlo CorpnrTe Ins'oIveucy Resol ‹tion Procexl ("t”I It I’"). and pending’ determination o.I obli lioi 3nd I iahilit cs with regard to vnriun cl.nimr s‹ihmited by tl›e0.peraiional/financial/ohcr creditors nnd employees including interest payable on mans.rI‹iring C'I k I’.
Vc arc. unable o comment thu +ccuunting iniFect Ihere of pe'i1dii'›g recoi1uiIiatioi and Jclei nail ntion o£ finnI obligation. The Company accordiI'6!’ +*.*ot pmvided interest.on honowiil amounting o ks. I. 117 crorc.gs. ks. 4,692 croi!e for fhc quarter and year ended March 3.I, 2025 respectively. owl Rs.28,7.86 crore Up o the prcv..ious financial yeat calcii1atcd based on basic ratc nd inter.st:ss per terms of loan. The Company I rthei has not pic•vided for fowigrt.exchange.(g8in) less amciunttrig: tn Rs. (29) ctorc and fts. 418. crore for the quartz and year ended March 31, 2025 respeciveIy
Rs.3,677 crure or roroign exchange Iws up la the previous financial y«ar. Had s‹iclj inarcst and fnmrgn exchange variation as' mentioned above bceo provided,. the reported |oss for the qtrarter A§gB£ .gnded Mercy 31. 202'i would has been higher by Rs. 1.088 crore and Rs. S,110. crol•e respectively.:artd Wet worih ofthe Company would have beeo tower by Rs. 3.7,573 crore as at March 3 T., 2025. and Rs.32;46.3. ¿rare as .at:March 3.1., 2024. Non prcr is on 0£ interest and non recogni1ion o'f
foreign exclunge variation is not in compliance with lud AS 23 “Borrowing Caste and Jrd.AS.21
Use fiff'ects-of Changes in foreign Wxchsnge Rav” respectively.
Ve'draw attention to Note no. 4 A 20 ofthe Su4cment; regarding pending cnmprohensive ruviea of”
and Service 't‘ax) A liabil ities. and noh-provision for impairment of carzyirg value u'L its a99W 'and write back cf liabilitie's if any, pending comt›lction of the C1RP and 'various irreguleriiies reported by tl e forensit euditnr M/e UDO India LLI°, .gp'pointed by one of the.Ie'ndu, in Ifx'ir forensic audii report for the period from April 0f,.20e3 io March.3.I,. 20a 7.as communicated by cengin Ianks and communication received from certain banks with i•es{›ect tu willful 'defaulter and fraud. J'i1 the absence of'comprolJensive review as mentioned above for the carrying value of all the asseLs and Tinbiliies and unable to determine of potential in1{›act o£ communications from baiks ii› respect of willful dotiiult / fraud, we are 'uriafile to comment that whethoi any adjustmcnl is required in the carrying amouoi of Fch assets and iiabilities .anfi c'onsequerfiiil i'mp'act„if'any,n the reported l'n'sses ior the quarter.and.yer c a. u h j i .2025..Non determination uf fair value of fiiancial asses & Iiah1litics ai14 impairment of carrying. amount for' other assets and liabilities are nnt in compii'ance with Fnd AS T09 “Fir incial Instruments',. lnd AS 16 “Tmpairmsnt :of Assets” and Tnd AS 37 “Provisions,.Cont|ngcm I;iabilitics-A Contii3gont Assets”.
We draw attenlion .tn. Note no. 22. of tic. Statement wherein during the prevlinis year ended I4arch. 3 ! , 2024,.cri1while director of Bonn lnvcsimcni 1s. (“Bonp”).}iad sold.its property fur an amoitin nf USD 8.3.4 miliion (opprox.. Rs':69.55 Crore) afid invests.d the sae viitft AZCO Real Estate Brokers LLC (“AZCU''} without the. atithorisâion / gefinissint› of thc Managcmcnl artd Resoltttioi Pm.fessioflal (RP) of the Company. As.explgined in .delail in the aforesaid notc, lhc Managoiicm uf Bonn'. hzs tin certaiil steps anal will take ull n'cccssaiy steps as required lo be undertaken including. recovery of tfm advatJco given to AZCO. The Mâriagement of Nolan is hop'efiJI fha Jic. steps taken awd dis'cussion wiih AZCiJ wi11 arch in recovering the. said odvanoe 'and accoidint;ly, no provision
Pat a H.D. dissociates LiP
un the digital analysis r .pon foi IHS invt›Ivam«nI in.Ilc. aforesaict ltansacliuila.. l'‹irtl ur, Il4c. lii,ni cial
W draw attention to Nore ño. I3 'of” the' staiidaloqe tinatlcial insults, rogcrding ñoñ bdoplion nf Ind accnrnzting' tr'catment is iiol in accordance with tke relovan1 Tn'dian Accounting.Standard. Ind AS t. I.G..f.
i›curred by the CompaJly; current liabilities exceeding its current assets, default in ,rcpayiTicnl of burmwings and dcfiult in psyrfient of ieg latory and statutery dues. and rd‹ng .app'lication of i'enewaI of Telconrn Licenses ahd poturitiat impact of lhc matters. staled in noic no 20. These 8iuation intJicates tfrat a material uncertainty exists fhal may cast signiT’icant doubt on the.company*s..abiIiy tu
going cunucrn basis for the..roason staled in t]ie afomsaid note. We huwev.er are unable to. ontain. suflJcienl and.appropriate.audil evidence regarding management's use of the gning concern bBsis uf accounting. in the Prcpai..ation of the sandalonc financieI results, in view of ongoing CfRP and inattc p.coding before re$wlalo.ry authorities, .the outcome of which..cannot be:prc't,crtlly ascertained:
The Ne4 no.rth of the Company excluded the.etfect.of qual ificatinn under.(a (c (e) and (/ above, which arc .now-quantifiablc ss referred there in.
We conducted our audit in acc,ordence with the Standards on Auditing (SA ) specified ‹inder section 143{ 10.) uf lhe Companies Act, 20l 3. ("the Act’{...Uui’ responsibititi.es urdcr thoso Standaids are further described in Itc Auditor's Responsi6ilittes. fbr ihe. Audit nf‘ II e Standalone fi iriancial Rcsuls section .of our rt. Wc are independent oF th'e Coo'ipa'ny II› @cordsnc'e with th« Code ol/ hthics. iss iM by the fnslitut'e. ofl Chartered. Accountants uf” lildia together wide lhc ethical requirements Jui are ml0vant to ‹›ur audil of Ifie st8ljdgl0ne fiiancial res ills undni the provisions of the Act as+d.the Rules tllaeunder, and we have fulfilled our other ethical responsibilities in accordance witJi lhese requirmncnrs and thc Code uf Lhius. We believe 1hat the audil evidence we have obtai‹iud is sufficient and appropriate lo provide a baris for qunlifiéd opinion.
lsmptasis of Matttr Parngfaph
We. dr:\v attenlion la Note n+. 7 nfthc standaione financial results, rC@rding provision of license.fee ai d spccr›m usage charges based on iJartageme› esi images pciding special audit from Depeun <‹» of T.elect niri inicnlJuns, pHizriant to lhc judgment nf” I low* ble. Supreme. Co‹irt of Indin. vide irs a der doted Ociuhsf 34. .+01'9 and staus ol” p*tyment therc‹›I. w1jeh may undergo minion basad on. away develnpmcrif in lhc. said. matter.
contlnuallon 9feet.:.
Pat a H.D. dissociates
(Chartered Ar:countants
M'nnégement's. Respooxibilitim for the..Standalune Fiuantizl Rmulfx
prepared on iltc basis o' stanclalone financial.statemsnis. ”the lompnny's Managununf arc
fry the. Itesulution Professional.besed' on the assislnnce provided'by tl Djreciai's an,rI laken en rcc‹›rJ by. the Resol.ufion Profcssion8I.aS f'uI]y des,cribe‹t .iit N'ote nq. ) of the sfandaJone financial xsulis. hes trn'en
LrautTs arxt other irregularities: sclecliun nnd .application .cut appropriate accounting. policie's, waking
l•roie sii›nal eiiber interns ii› liquitlate the Coiiipaiij orati cc*se operatiwis. or has 0o. realistic alternative
bud 1u tl 1. so.
linaiir pit rept›nIng procéss.read ttigelliei wills N.idle' no. 1
Auditor's Responsibilities for the Audit of' the Standgloae. Fiiiaocial Reeults
Our nhjsctivcs arc lu cbtain reasonable assurance about whether 'the sl8ndalone Tinnnciat msults as a chute sx free: Main material misstatemem, whelJer due tâ fz8ud.ci error, and to issue ajtoudite!r report thal includes oul' opirtio'rl. Reasonable assurance is .a high Iév'ei of'assurence, but is ndt a guarantee that art audit couduct'ed in accordance with SAs will always delost a. material misstatement wIe'n it exists. Misslaterrionts can arise from fraud or erml and are considered material if,. individually for in tie aggregate,.1hey could reasonably be:expected lg inJluena The' limiu det•isions of users Taken ori the
As perl of an audit in accordance with SAs, we exercise proFossional judgment and maintain prufossiunal scepficisjn throughout the audit, We also:
Page.4 of6
Matlab H.D. dissociates LLP
..ltnr]ered Accuunlants
detecting a maei ial misslaemcnl resulting from imud is higithan for one nothing: from urrnr. as LrsuJ may invo'lve cojlusiun. lorgcy•, intei›ii‹›nal ‹›n issinn.s, illisrepresentati'oNs. .ur the ‹override of incritaI conical.
'Jbtain an' understanding of internal financial c0‹itrotr relevant lo the audit.i‹i nrder o design.audit procedures that. are appropriate in.the cifGu1llsiailces, but not. for tk purpose. of expmvsing..at.Opinion Qn cff‘ecliveness ol' stich controls
Evaluatet the appropriateness. of'accoun'tintt policies' used and the reasonableness of accoun1ing estimates and related di8clceurcs made by the Baard ot Directors / Resolution Profc's,sionsl.
Conclude rxt the appropriatcncss of the Drard of'Dir/ Reso.lufiun Profcssis•a! ^s*.°8t8e goi^g
concern basis •f accounting and, based on tha. audit evidence obtained, whether a material
inceuainty cziqs related to events or conditions that may cast signiiicsnt doubt on ihe ColYipany's
«bility to continue as a going concern. If' we conclude that s material uncertainty exists, wo are required to draw aitcmion in our auditor's report to II e related disclosures ‹n the standalone, financial results or, if such’ disctr›sures. are inadequate, to..modify our opinion. Our conclusiors aro baaed on
c'onditions may cause the Company to cease'Io ccnint< as a.going concern.
Evaluate to overall prcscnt8t*on,!structure. and content of ta standalone finaic.iaJ results,. incl.uding the dillosures, and whether the financial results. represent the underlying transactions and etv.ents in a nanner that actin ves f‘air pretontation.
Materiality is Itc ma nilude of misstatements in lhe Standalone Fi iancial Results that, individually or in
aggregate, mskes ii probable tkat the mconomic dvisions .nf'a reasonably kiio=IedgeabIt user of the
We coininttnicate with those charg'ed wiih gcyernsnce. regarding amon6 other mastery the:planned scope and iiming qf the audit and sipificant auJit lindings, including any signiticant deficiencies in intcinal control that we identify during our audit.
We also pmvide smote rharjed wiih governance with a siaiemeni ihat w* have complied with referent ethical. re'quiremenls regaling independence,.und to-communicate with them all relationships and other emitters .ihat. may izisonably be thought to bear run our: iiñependenn, and. wh‹ire .applicabi.e,...related
Other Matters
Pursuant to applications filed by Ericsson India I'vl. Ltd. befure the.National.Company Law 1”ribnnal, M i ii&i Bench (“NñLT') in terms of SL'ction 9' of the Insol ’ency and hankrt‹ptcy Cod'e 20 t6 road ith fly rul s and. regulations..framod.Ih«ivunJ r ("Codc' lie.NC.LT liact ndniitlod l11e appIicafio?s.
Page. 5. o.f'6
Pat alz H.D. dissociates LLP
“ C! auerecl Accountants
UK -Corpurote. ilcbiñrs”) vide iis ohm daicd May 13. 2018. The c‹iininittee of vredltors {“CoC“J of th Coiporatc Debiois..ai:the seeings .o,t‘ ike. Pvt: held op May 30, *019, in terms.of Section: 22 (2) ntf the t'edc. rceolvr'd with the requisite voting.share, tn replace ths Tn rim Rcs ›tution ProGssoi1als with the Resolution Professional (“R:P") I‹›r the Cn rate tDcbtors,. which has bcen confirms‹t. by tile I'4Cl.”F in its nrder.s doted Jur+e 2 I, 2019 ('puhlisl+ed.on the websiie of lhe.hCL'F un.J.zinc 28.2f) 19).
Duriug ‹he earlier year Reliance. ñonmunicqtions Infrastructure. L.iinied (k6 IL) e wholly owned subsidigt y of the Company, load in admitted by Nt:L’r r» resolution› profess Hnder th Code and
2023.. 1Jon’b1e HfiLT has approved tlle fesoliition plan submitted by a reso1sion applicai» as approved by CoC, accordingly. Mr. Anish Ni18njAri Nan8va£y hBs. Cc850d fa be the: RP of’RCTL, old IC.fl. is cunenlly under the :supcrvision of a IVlonitoring Corñmittee (of.which the erstwhile RP.is a rnember) con?ti1ufcd under the provisions of tfe. apptcnred:resotution plan,. The implementation of the gpproVed resolution plgn is currently:pending.
submitted to the stock exchan$/s.gfiall be signed ay. the Chaimerson or Managing. Director oi Whole Time Director or in. absence of all of fhem, it shall be signed by any Discor of Use. Company who is duly gu(1iorized by. the Board of Oizectors. to! lips t < standalone financial results. As.mentioned In Note.No I 'o£lhe IttnJalone financial results, in yiew of the ongoing.C.IRP, lhc powers of the board of' Jircc'tnrs stand suspended and are exercised by the hcsoTution'.ProfessioraJ,
Attrition is drawn t9 the fact that IN figures for qiiarict ended Mereh -j I , 2025 !and correspoodi rig. guarlat mded in pc vinus year. as reported 'in lhcse standalone financial results are the hal8nci g-figures b twacn ztuditcd figures in respect of the. full financial yeBr and published yer- to date. figuies up to the cmd of the third quarter of the currctv.and' previous fin&nciaI year rcspcctively. Also. Ihe +b •• up tu t11q.end.oftho third quarter fbr the current. and previous financial yeér had only been skies.ed as required by the Listing.Rcpulatioie.
For Petiutk H.. D. & An iates LLP
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Notea:
Pursuant to an application filed by Ericsson India Pvt. Ltd before the Mational 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 ("CIRP”) of Reliance Communications Limited ("Corporate Debtor", “the Company” or “RCOM”) vide its order dated May 15, 2018. The NCLT had appointed Mr. Pardeep Kumar Sethi as the interim resolution professional ("IRP") for the Corporate Debtor vide its order dated May 18, 2018. The Hon'ble National Company Law Appellate Tribunal ("NCLAT“) by an order dated May 30. 2018 had stayed the order passed by the Hon'ble NCLT for initiating the CIRP of the Corporate Debtor and allowed the management of the Corporate Debtor to function. In accordance with the order of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi handed over the control and management of the Corporate Debtor back to the erstwhile management of the Corporate Debtor on May 30, 2018. Subsequently, by order dated April 30, 2019, the Hon'ble NCLAT allowed stay on CIRP to be vacated. On the basis of the orders of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi, wrote to the management of the Corporate Debtor on May 02, 2019 requesting the charge, operations and management of the Corporate Debtor to be handed over back to IRP. Therefore, Mr. Pardeep Kumar Sethi had in his capacity as IRP taken control and custody of the management and operations of the Corporate Debtor from May 02, 2019. Subsequently, the committee of creditors (“CoC”) of the Corporate Debtor pursuant to its meeting held on May 30, 2019 resolved, with requisite voting share, to replace the existing interim resolution professional, i.e. Mr. Pardeep Kumar Sethi w ‹h or. Anish Niranjan Nanavaty as the resolution professional for the Corporate Debtor in accordance with Section 22(2) of the Code. Subsequently, upon application by the CoC in terms of Section 22(3) of the Code, the NCLT appointed Mr. Anish Niranjan Nanavaty as the resolution professional for the Corporate Debtor ("RP") vide its order dated June 21, 2019, which was published on June 28, 2019 on the website of the NCLT. Accordingly, the IRP handed over the matters pertaining to the affairs of the Corporate Debtor to the RP as on June 28, 2019 who assumed the powers of the board of directors of the Corporate Debtor and the responsibility of conducting the CIRP of the Corporate Debtor.
Further, pursuant to the meeting of the CoC of the Corporate Debtor dated March 2, 2020, a resolution plan, submitted by a resolution applicant in respect of the Corporate Debtor, has been approved by the CoC. The application under Section 31 of the Code filed by the RP for approval of resolution plan was last heard on October 5, 2023, where the NCLT indicated that since the issues inter alia pertaining to spectrum has remained pending before the Hon'ble Supreme Court of India for a while now, it would adjourn the plan approval IA sine die with liberty to the applicant/ RP to mention the same.
An application (IA No. 383 of 2023) has been filed by a resolution applicant before NCLT for substitution of resolution applicant in the resolution plan submitted in respect of RCOM On September 7, 2023, the matter was heard at length by the NCLT, and application has been allowed vide order dated December 12, 2023.
A similar application (lA No. 749 of 2023) has been filed in Reliance Telecom Limited ("RTL”) as well, wherein NCLT vide order August 22, 2023 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. However, the status of the said IA was inadvertently reflecting as disposed creating difficulties in filing of the compliance affidavit. The RP had been attempting to liaison with the registry in this regard and also mentioned the matter multiple times
Registered Office:Reliance Communications Limited. H Block, 1st Floor. Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN Nq : L46309MH2004PLC147531
nec‹7Nce
to seek cor ection in its status. On December 19, 4024, the NCLT was pleased to direct lt›e n stter to be listed on Jonuar 21, 2025 for filing of th0 affidavit and peering of necessary or+Jers hy lie NCLT On JBnuay 21, 2025, in view of the submissions, hc Bench was plcoecd la reserve Ihc matter for orders. By order dated January 21, 2025, NCLT has dismissed the IA filed by UV Asset Reconstruction Corrpeny Limited (’ UVARCL*). An appeal bearing Corrgany Appeal (AT) {Insolvency) No. 422 of 2025 has been filed by U'V’ARCL before NCLAT. The same was listed on April 16, 2025 where the Bench passed directions la the Respondents to file their reply and posted the matter on July 09, 2025. The Bench also remarked that U*ARCL was free to approach the Bench for 8ppropriate directiore in lhe event that a liquidation application was fiied in the meanwhile. On May 14, 2025, the counse| appearing on behalf of UVARCL gave a brief ba 9r Und to the matter. The counsel appearing on behelf of the CoC indicated thai they had no objection if the substitution was allowed and caught time to file a regly. The Hon'ble Gourt directed the CoC to file its reply in two weeks and granted two weeks thereafter foi rejoinder. The matter is now listed on July 09, 2025. Further. pursuant to the discussions with the CoC members, the RP has fled an appl cation before Hon'ble NCLT seeking necessary clarificatons/ appropriate directions on the 'way ahead in the CIRP of RTL.
Wah respect to the standalone financial results for the quarter and year ended March 31, 2025, the RP has signed the same so 'ly for the purpose of ensuring compliance by the Corporate Debtor with eppliceble lews, one subject to the following disclaimers:
The RP fas furnished ard signed the report in good faith and accordingly, PID 6Lfrt, prosecution or other faqai proceeding shall lie against the RP in lerms of Section 233 of the Code,
No statement, fact, information (whether cwrent or historical) or opinion contained herein should be construed as a representetlon or warranty, express or implied, of the RP including. his authorized representatives and advisors;
The RP, in rave of the standalone financial rasu1I8 8f1d while signing the8e Standalone financial reeults, free relied upon the assi8tance provided by the directors of !he Cofporete Debtor, and certiflcationa, representabons and statements mado by the directors of tho Corporate Dabtor, in relation to these standalone financial rosuks. The standalone fnancial results of the Corporal Debtor for the quarter and year anded March 31, 2025 have bean taken on record by the RP solely on the basis of and relying on the aforesaid certifications, representa-ions and statements ef the aforesaid directors and the erstwhile management of the Corporate O»o . ru all auch informotkm and deta, the nn hue aaaumed the such information and date are in confomlity with the Companies Act, 2013 and other applicBble
laws with respect to the preparation of the standalone financial results and that they give true ano fair vlew of the position of the Corporate Debtor as of the dates and perlod lndlcated therein. Accordingly, the RP is not making any representations regarding aocurecy, veracity or completeness of the deta or information in the standalone financial results
(v) In terms of the provisions of the Code, the RP is required to undertake a reviw to determine avoidance transactone, Such revaw has been cumpleted and the RP has filecl lie necessary applications with the adjudicating authority. Certain applications have been dismissed and pending pplication9 re-mofn subject to the diieclions of the cdjudiczsting outhorily
Figures of he previous period / year have been regrouped and reclassified, wherever required
Registered Oflice:
Reliance ConiyuplCatiWs Limited. H Block, 1st Floor. Dhirubhai Arrbani Knowledge City. Navi Mumbai - 400 710
CIN N : L4SS09 /IH2004P LC14753 J
ReriAuce
3 During the quarter ended June 30, 2019, the CIRP in respect of the Corporate Debtor and its subsidiaries, Reliance Telecom Limited (RTL) and Reliance lnfratel Limited (RITL ceased to be a subsidiary w e.f December 22, 2022) was re-commenced, and interim resolution professionals had been appointed in respect of the aforesaid companies. Subsequently, appointment of Mr. Anish Niranjan Nanavaty as the Resolution Professional (RP) of the Corporate Debtor and its subsidories was confirmed by the NCLT vide its order dated June 21, 2019 which was published on June 28, 2019 on the NCLT's website.
Further, during the year ended March 31, 2020, Reliance Communications Infrastructure Limited (RCIL), a wholly owned subsidiary of the Corporate Debtor, had also been admitted by NCLT for resolution process under the Code and Mr. Anish Niranjan Nanavaty was appointed as the Resolution Professional of RCIL vide its order dated September 25, 2019. In the meeting held on August 05, 2021, the CoC with requisite majority approved the resolution plan submitted by Reliance Projects 6 Property Management Services Limited in respect of RCIL, and in accordance with the Sec 30(6) of the Insolvency and Bankruptcy Code, 2016, on August 31, 2021, the plan was submitted to Hon'ble NCLT for its due consideration and approval. The plan approval application was heard on October 17, 2023, and has been allowed by the Hon'ble NCLT Mumbai vide its order dated December 19, 2023, thereby approving the resolution plan submitted in respect of RCIL under Section 31 of the Code. The resolution plan of RCIL is currently under implementation and RCIL is under the management of the monitoring committee constituted in terms of the provisions of its resolution plan.
Pursuant to strategic transformation programme, as a part of asset monetization and resolution plan of the Corporate Debtor, the Corporate Debtor and its subsidiary companies - RTL and RITL (ceased to be a subsidiary w.e.f December 22, 2022), with the permission of and on the basis of suggestions of the lenders, had entered into a master agreement dated 28 December, 2017 with Reliance Jio Infocomm Limited (RJio) for monetization of certain specified assets, including Wireless Spectrum, Towers, Optical Fibre and Media Convergence Nodes (MCNs). The relevant Reliance entities and RJio have entered into separate transfer agreements for the sale of the aforesaid assets. Vide a termination agreement dated March 18, 2019, the asset transfer agreements were terminated by mutual consent on account of various factors and developments as recorded in the termination agreement, excluding the escrow agreement and certain provisions of the master agreement from the ambit of the termination.
Or completion of the corporate insolvency resolution process, the Corporate debtor will carry out a comprehensive review of all the assets including investments, balances lying in Goods and Service Tax, liabilities and accordingly provide for impairment of assets and write back of liabilities, if any. The Auditors have drawn qualification in this regard in their Audit report for the quarter and year ended March 31, 2025.
The Corporate Debtor had filed applications with the DoT for migration of various telecom licenses [Universal Access Service License (UASL), National Long Distance (NLD) and International Long Distance (ILD) licenses] to the Unified License regime (UL) on October 25, 2020 (17 of which were supposed to expire on July 19, 2021). On June 15, 2021, the DoT has issued a letter to the Corporate Debtor requiring payments of various categories of certain amounts such as 10°/ of the AGR dues, deferred spectrum installments falling due within the CIRP period, etc. against the telecom licenses, stating such dues to be in the nature of “current dues" and prescribing such payment as a precondition to the consideration/processing of the migration applications ("DoT Letter"). On June 25, 2021, the Corporate Debtor has issued a letter to DoT clarifying that the various categories of dues
Registered Offica:
Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MH2004PLC147531
Reri??nce
stipulated by the DoT are not in the nature of the "current dues" and are to be resolved within the framework of the Code (being dues that pertain to the period prior to May 7, 2019) and/ or are not payable at present, and requesting that making payments against the said dues should not be mandated as a pre-condition for further processing of the migration applications filed by the Corporate Debtor
In light of the urgency of the matter, the RP had filed an application before the NCLT in both RCOM and RTL praying that the DoT inter alia be restrained from taking any action which may interfere with the continued holding of the telecom spectrum of the Corporate Debtor. The NCLT had adjourned the matter following which the RP had thereafter filed a writ petition in the Delhi High Court seeking issuance of an appropriate writ, order or direction in the nature of mandamus directing the DoT to migrate the telecom licenses to UL without the insistence on the payment of the dues set out in DoT Letter. The Delhi High Court, on July 19, 2021, passed an interim order that "f/// the next dale, the respondent is directed to nof take any coercive action aga/ns/ the pet/tioner for vv/ff/dravya/ of the Telecom spectrum granted to the petitioner in respect of f8 service areas, as also to permit the pet”itioner Io continue providing telecom services in the 18 service areas which are subject rafters of the present petition." On July 20, 2021, the writ petition hearing concluded and order was passed by the Delhi High Court permitting the withdrawal of the writ petition with direction that the issue on "current dues" should be decided by the NCLT and extending the protection under the July 19, 2021 order by further 10 days.
In view of the aforesaid, the NCLT was apprised of the order of the Delhi High Court and the NCLT has, as an interim measure, extended the ad interim protection granted by the Delhi High Court until the next date of hearing. Further, on August 12, 2021, the NCLT has directed that the interim orders shall continue until the next date of hearing. The issue under consideration by the NCLT relates to whether the dues being claimed by DoT in its letter of June 15, 2021 for the purposes of processing the license renewal/ migration applications of the Corporate Debtor are in the nature of 'current dues" (within the meaning of the Explanation to Section 14(1) of the Code) and therefore, payable during the CIRP period. The application was listed on various occasions before the NCLT; however effective hearing did not take place due to paucity of time. Matter was listed on August 08, 2023 and the matter was adjourned on next several dates and the next date of hearing is June 09. 2025.
Simultaneously, a petition has been filed before the Telecom Disputes Settlement and Appellate Tribunal (°TDSAT") bearing T.P. No. 31 of 2021 seeking directions for migration of the telecom licenses, in view of the Guidelines for Grant of Unified License dated March 28, 2016 issued by the DoT, not prescribing pre-condition for any payment to be made prior to the migration of the telecom licenses. The TDSAT, on September 23, 2021, has directed that "The interim arrangement shall be considered further affer receipt of the order of NCLT. However, till then let the status quo be ma/nfa/ned in terms of inifis/ order of Delhi High Court passed on 19.7.2021 which has continued hereafter 6y further order of /fie High coun followed by orders of NCLT." On March 15, 2022, the TDSAT granted time for filing rejoinder and continued the interim order dated September 23, 2021. On July 29, 2024 where the counsels apprised the TDSAT that matter is still pending in NCLT. The matter was last listed on May 2, 2025 and now has been adjourned to September 26, 2025.
Further, an application for Jammu and Kashmir Circle for RCOM was fiied with DoT for migration of UASL license to UL license on April 19, 2023, which expired on September 05, 2024. This license was not included in the above petition and accordingly, another petition bearing T.P. No. 44 of 2024 was filed before the Hon'ble TDSAT seeking similar directions for Jammu and Kashmir circle. An interim order dated September 10, 2024 has been issued in this matter in favour of RCOM directing
Registered Office:
Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No,: L45309MH2004PLC147531
ROLa/?Hce
DoT to nol take any coercive action against RCOM, and continuing RCOM's United Access Service License till the next date of hearing. The matter is now listed on September 26, 2025
Similarly, in the case of RTL, in one of the circles where the UASL license was due to expire on September 26, 2021, an application had been filed with DoT on July 16, 2021 for migration of UASL to UL wherein the DoT has sought for payment of certain dues as “current dues” (being dues that pertain to the period prior to May 7, 2019 and are not payable at present) as a pre-condition for consideration of the application. The RP has filed an application in the NCLT and a petition before the TDSAT bearing T.P. No. 39 of 2021 in this regard (which matters are heard together with the RCOM license migration matters). On September 23, 2021, the TDSAT has directed that “Since the matters are similar in nature, in the interest of justice and uniformity the interim order of status quo as operating in TP No. 31 of 202f shall operate in this matter also till the next date. It will be in the interest ofpefi/ioner fo expedite the proceeding pending before the /VCL7 and try its best to produce the orders passed by that Tribunal by he n€iKf date.” On March 15, 2022, the DoT had been granted 6 weeks' time by TDSAT to file the reply, and rejoinder was to be filed before the next date of hearing. The TDSAT further directed that the interim order passed by the TDSAT vide order dated September 23, 2021 shall stand continuing to be operative during the pendency of the petitions. On July 29, 2024 where the counsels apprised the TDSAT that matter is still pending in NCLT. The matter was last listed on May 2, 2025 and now has been adjourned to September 26, 2025.
Further, Telecom Petition No. 9 and 10 of 2024 were filed on behalf of RCOM against the impugned demand notices for FY 2015-16 to FY 2023-24 seeking alleged shortfall of license fee paid by RCOM. On May 09, 2024, both the Telecom Petitions were listed before the 7DSAT on which date, TDSAT was pleased to restrain the DoT from encashing the Bank Guarantees ("BGs*) of the Corporate Debtor except to the extent of Rs. 49 crores, which was the amount under challenge in the Telecom Petitions. Aggrieved by the order dated May 09, 2024, the Corporate Debtor filed a Writ Petition under Article 227 of the Constitution of India before the Hon'ble Delhi High Court. Meanwhile BGs to the tune of Rs. 2 crorea were encashed by DoT. On May 14, 2024 the Hon'ble Delhi High Court had directed the DoT to not encash the remaining BGs which had not been encashed till May 17, 2024. Further, on May 17, 2024, TDSAT has granted a stay on the encashment of BGs of RCOM by the DoT, until further orders in TDSAT Petitions and the stay continues till the pendency of the petitions and this matter is next listed on September 02, 2025. Pursuant to the order dated May 17, 2024, the Petitioner withdrew its Writ Petition before the Delhi High Court,
Additionally, the RP has abo filed another telecom petition bearing T.P. No. 34 of 2024 before the TDSAT challenging the vires of (i) Office Memorandum dated 09.10.2019 and; (ii) Office Memorandum dated 18.10,2022 (“Impugned Office Memorandums”) with respect to adjustment of surplus license fees, issued by the DoT to the extent that they:
Restrict companies undergoing insolvency from claiming surplus adjustment only after Financial Years 2021-22; and
Permit adjustment of surplus payments only after the assessment has been finalised by the DoT.
On August 21. 2024, DoT sought time to file their counter affidavit Ih the matter. The RP has been permitted to file a rejoinder to the counter affidavit. This matter was last listed on May 22, 2025, and now listed on September 02, 2025.
Reglstered Office:Reliance Communications Limited H Block, Est Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MH20g4 LC147531
Recix‹Nce
Considering these devefopmens including, in particular, the RP having taken over jhe mar+agement ard co html ‹If Ihe Corporate Debtor and its subs dlaric s, i e RTL and RCIL (with US IL presently bEing uno r we management and control of the monitoring commit:ee uur slii led nt leirrts uf i» resolution p1an which was approved Dy the ñICL1 en December 19, 2023 and lf›e resolution plan implementation being still pendin9) inter alia with the objective of running them as coing concerns, th•. standalone financial results cont nue o be prepar°.d on gning concern basis Since the Corporate Debtor continues to incur losses, current liabilitwe e› +er4 current assets and Cor poratc Debtor has defaulted in r6gayment of borrowings, payment of regulatory and statu:ory dues and pending renewal of telecom licenses, these events indicate that matEnql uncertainty exists that may cast significenl doubt on Corporate Debtor's abilky to conlinue as a going concern. The Auditors have drawn qualification in their Audit report for the suaner and Year ended March 31, 2025
5 Considering various factors including admission of the Corporate Dedtor and its subsidiaries; RTL nr.d RCI L to CIRP under the Code, there ara various claims eubmitl6d by the ogeraionaI creditors, thy financial creditors, empbyeee and other creditors. The overaJl obligatDns and Iiabi¥ties including oNigation for interest on loans and the principal rupee amount in respect of loans inUuding foreign CLPr cy denominated loans shall bo deter‹mined dUFing the CIRP and accounting impact. if any, will ba given on completion of GIRP and implementation of the approved resolution plan
Further, prior to May J5. 2018, the Corgorale Debtor and its said subsidiaries were under Strategic Debt Restructuring (SDR) and asset monetlation and debt resolution p4an were being worked out. Tke Corporate Debtor have not provided Interest Of Rs. 1,117 crDre and Rs. 4,692 crore calculated based on basic rate of interest as per terms of k›an For the quarter and year ended IVlarch 31, 2025 respectively and foreign exchange (gain)/loss aggregating to Rs. (28) crore and Ra. 418 crore for the quarter and year ended March 31, 2025 respectively. Had the Corporals Debtor provided Interest and foreign exchange vañation, the Loss would have been higher by Rs.1,088 crore and Rs. 5,110 crore for the quarter and year ended March 31, 2025 reaPectively and Net Worth of the Corporate Debtor as on March 3t. 2025 and March 31, 2024 would have been lower by Rs.37,573 crore and Rs. 3z.4g3 crore respectively. The Auditors have drawn qualifica0on for non-provision of interest and fweign exchange variations in their Audit report far the quarter ano year ended Mach 31, 2025 During the previous years, Interest of Ry. 28,786 crore end foreign exchange loss (r›el) aggregating to Rs. 3,677 CF0fg 'NRre not provided and the Auditors had drawn qualification in their audit reports for the financial years ended March 31, 2018, March 3t, 2019, March 31, 2020 March 31, 2021, March
3J, 2022, March 3“ , 2023 and March 31, 2024.
6. A9oets held for sak including Wireless Spectrum. Towers, Optical Fibres and Media Convergence Nodes (MCNs) continue to be classified as hold for sale at the value ascertained at the end of March 31, 2018, along with liedilities, for the reasons referred in Note No. 4 above and disclosed separately as discontinued operations in line with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations".
In this regard it i8 pertinent to note that the dues pertaining to the spe:triJm (including entire deferred peymente) heve hBan claimed by DoT and the same have been admitted by the RP, ard accordingly, thE• dues shall be dealt with in occordance wifh provi•›ons of tfie IBC. In accordance with the aforesaid and admi6Sion of cefer r0d spectrum installments as claims, the Corparute Debor and its subsidiary R”L hove not paid 'he installments.
Registered Oflice:
Reliance Comn›unicaliors Limi'cd H Block, Est Floor. Dhirubh ai Arnbani Knowledbe City, kavi Mumba • 4(€ 71(I
CIN ho : LU309MH2004PLC147501
ReL‹zt ce
the financial result of discontinued operations is as u nder
Quarter Endod
Year ended
S4 -Sta r-a5
3t-Do c-24
21-Ma r•@
Ellar•25
g6 a+'•g4
x dna
uneu4ited
auauao
eudnea
auaiua
Tmalmeme
3
3
s
13
¥5
160
?g1
Profit/ ‹ross} befwe Excepiona item Fax
Ex ca finns fien
(1.6@
{7,34 1
Profti' (Loss) a8e+ tfix
(2.0BP'
(1,T05
(lW3
(5.912
18
The Han”bte Supreme C-ourt of India, vide its order datad October 24, 2019 had diemissod the petition filed by the telecom operators and agraed with the interpretation of the Department of Telecommunicatmns (DoT} to the definition of Adjusted Gross Re«enug (AGR) under the lioanseOn September 01. 2020, the Supreme Court pronounced the judgement in tho AGR matter ("SC Judgement"). It has framed various questions in respect of companies under insolvency and in respect of such questions, the Court has held that the same should be decided first by the NCLT by a reasoned order within 2 months, and that it has nQ gone into the merits in this decision.
The RP of tha Corporate Debtor and Reliance te1ecom Limited (RTL) had filed intervention applications before the NGLAT in the appeel filed by the DoT against the resolution plan approval orders of the Aircel companies (wherein the NCLAT was adjudicating on the questions framed by the Hon'ble Supreme Court in the SC Judgement). The RP had also filed written legal sudm esone in this regard with the NCLAT. The Hon'bie NCLAT has pronounced its judgement dated April 3, 2021 setting out tta findings on The questions framad in the SC Judgament. The RP has filed appeals in respect of the Corporate Debtor and RTL against the judgement of the NCLAT before the Supreme Court. On Auguat 2, 2021, the appeals were listed when the bench issued notice in the metter and tagged the same with Givil Appeal No 1810 of 2021 (6!^9 the appeal filed by the COC of Aircel companies) and also allowed the application seeking permission to file the civil apgeal. On February 22, 2022, the Supreme Court granted a period of sex weeks to the DoT to file oounte‹ effidgvit, The matter was listed on Mey 2. 2022 wherein the SC directed the matter to de tentatively listed in the third week of July 2022. The mafter was mentioned on August 5, 2022, for early listing for arguments, but the Supreme Court directed the matter to be listed after eight weeks. The mattot wae thereafter listed on October 11, 2022, on which date. the Supreme Gourt directed lhat the malter be listed after six weeke. Further, the Supreme Court stated that the parties were to file a commDFl compilation post discussion wilh each other, Bnd f4e brief written submissions within a period of eix weeke. Thereaftar, Justice Nazaer J retired and the matter ceme up for listing before a reconstituted bench comprising Justice V. Ramasubramaniam end Justice Ponkaj Mitta| on February 21, 2023. However, the matter was not tsken up due to paucity of time and was tentatively listed on May 10, 2023. Since the matter
Registered Offlce:
ftglience Communic8tiorts Limited. H Block, 1st Floor, Dhlrubhai Amhani Kn&e0ge City, Navi fdumbai - 400 710 CIN No L4 d09/dl-l2004PLC147531
ReLiANce
wa not reflected in the list for Nay , 2023, ‹1 was m=.ntioned by the counsel for RP and the B.°nch directed listing on July 18, '2.023.
The matter was listed on July 18, 2023 before a bench comprising Justice Sanjiv Khanna and Justice Bela M Trivedi, and once again it was not taken up due to paucity of time. The malter was mentioned on August 4, 2023 for listing on the shortest possible +4aIe and the Bench directed ieting of any Tuesday, dat no specific date was allotted. The appeals we‹e. thereafter listed on September 12, 2023 but could not be heard due to pauc£y of time Aircel Monitoring Committee has filed an application seeking sale of nght to use spectrum subject to proceeds being kept in escrow account, vhshall be subject to outcome of the Supreme Court matter. RCOM and RTL RP has also filed applications seeking similar r4iqpRnRetion for RCOM and RTL as well Furlher, DoT was asked to file reply within two weeks to the app1icatbn filed by Aircel Monitoring Committee (I.A. No. 18621&’2023 in Civil Apoeal No. 2263/2021) vide order dated September 1B, 2023 and the DoT free accordingly filed its reply on October 6, 2023.
The appeals were mentioned before the Hon'ble Supreme Court, on July 10, 2024 and it was requested that the said epp•aI• not be deleted from the ceuso list of August o2, 2024. Hon'ble Justice Khanna took note of tho sazme and drected that the appeals may not be deleted from cause list dated August 02, 2034, However, o'D August 02, 2024 all matters listed were adjourned. Accordingly, the appeals were lasted on August 2O, 2024 before a Oench compilelng of comprising of J. Sanjiv Khanna and J. Sanjay Kumar. When the appeals were catled out, the Bench notified the set of appeals to be li'sfied in 1fie week commencing from September OF. 2024 fai further -onskYeration. The 6encfi also remarked that the mahsr be listed before a Bench where one of the judges in 1he current banch (J. Sanjay Kumar) is not a member.
The appeals were thereafter listed before a bench comprising of Hon'ble Justl Pami5ighantam Sri Nerosimha and Hon'dle Jusâce Sendeep Mehta on September 03, 2024, On September 03, 2024, the bench was pleased to admil the captioned appeal al»neside lha connected appeals and list them for final hearing in the week Ammencing from October 14. 2024. However, the appeals did not appear in the IIat in the weeh commencing from OModer 14, 2024 and were thereaher listed of October 23, 2004. On October 23, 2024, the boleh heard a background of tip w.gttgr, snd o description of key issues involved therein. The beach directed that the matter de listed before it in the week commencing fmm November 04, 2024, SMbsequently, the newly appointed Hon'ble Chief Justice of IndI8 g8690d 8 not/f/catt dated Nor 16, g *# •zde shied f was Erected hot ne regular matters shah) L'e taken up for hearing until further orders. Thus, as per the directions of the Chief Justice of India, the above appeals along with other regular ma0ers were not being listed for bearing for some time
Upon the recommencament of the listing of regular matters, a letter of urgency dated January 08, 2025 was filed before the R6gistrer, Supreme Court of India seeking urgent listing of the above appeals. On January 10, 2025, counsel for the RP appnsed lhe Ld. Bench about the urgency in the mahers and sougl*t an early listing of the appeals. Accordingly. the matter was Iise'd for further hearing on January 16, 2025. The appeals did not reach on January 16, 2025 and accordingJy the matter was taken up on January 23, 2025. On January 23, 2025. the appeals could net reach as the Bench rose and clarified that the appeals wMl be rolled over to next Thursday. On January 30, 2025, the appeab cot›IrI nd ha TisTeN r4 e to paucity of time, the counsel for RP sought for the appeals to be Jisleri hJ$h on 6Q8rd. Accordingly, the Bench stated that they shall consider the requa8t and appeals may be lieted on February Q6, 2025. On February 06, 202S, the bench did not preede end accordingiy the matter was not heard. On Pebrusry 15, 2025, a ever of urgency sae filed and consequently the matter was mentioned on February 17, 2025. The mentioning was allowed and mattei was listed on
RegTslened Oflice:
Reliance Communications Limited H Block, 1stFloor, Dhirubhai Ambani Knowledge Cify, Navi Mumbai • 4£t0 710 CIN No L4M09MH2 PLC147531
ReL‹›znce
February 20, 202a. -However, due to pauCiTy nf lime, the matler could nDt reach and it waG rolled over to next week. Subsequently, the mater ciid not come up on February 27, 2025, thus the matter was once again orally mentioned the mat:er seeing urgert llsting, to which Hon'b1e Bench remarked lhat they small cons der the same. The malter was thereafter mentioned again on March 27, 2025. where the HorJ’bIe Bench passed en order stating that the maler would be taken up in Apnl 2025. On April
22. 2025, it was enquired from the Registry of the HOh'ble Supreme Court regarding the listing of the same, to which the Registry responded that since th+ matters which Lad been given a specific date had exceeded the allowed number rr' matters, the cautioned appeal wss not listed on Thursday's liat. The matter was mentioned again be ore the Hon'bk Court and the request was not accommodated There after, on May 08, 2025, the appeals were mentioned and early listing was sought However the roqzesr roHfnl nnf he accommodated as the Hon'ble Court had a large number of matters and stated that the appeals shall be considered post the summ •f vacation. V'irfe the order dated May 08, 2025, the appeals now stand listed on July 24, 2025.
Th•. DoT had during the pendency of the various proceedings simultaneously directed Special Audit in relation to the computation of Limse fee, Spectrum fee, applicable interest and penalties thereon, whit is under progress fa the• finarciaI year 2015 16 onwards. In this regard, the Corporate Debtor ha0 provided for estimated liability aggregating to Rs, 47,g49 crore up to the previous year ended March 31, 2024 and has provided additional charge ot Rs. 1,935 crore and Rs. 7,34 I crore during the quarter and year dded March S1, 2025 respectively and showo as exceptbnal items relating to discontinued operations which may undergo revision besad on demends from DoT and/ or any de'wlapments in this matter.
Ccrlsidenng various Sectors including admission of the Gorporate Dector and its subsidiary RTL to raaolution process under the Code and the moratorjuFn applicable Jnder Code, discharge of the aforesaid liability will be dealt with in accordance with the Code Tsubjsct to orders in the relevant judicial proceedings). This matter has been referred to by the Auditors in their Audit report for the Quarter and year ended I4amh 31. 202S.
Thy listed Redeemable Idon-Gonvertible Debentures {NCDs) of the Corporate Debtor aggregating to Rs 3,75d c!ore aa on Mamh 31, 2025 are secured by way of fir6t pnri-pa6eu chsrge on the whole of phs movable properties, plant and equipment and Capital Work in Progress, both present and future, induding Bll insurance contracts relating thereto of the Borrower Corporate Debtor, comprieing of tbe C@parate Debtor and ik subsidiary companies namely, Relence Telecom Limited (RTL), Reliance lnfratel Limited (RITL) and Reliance Communicatione Infrastructure Limited (RCIL). RJTL's implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of the Company w e.I December 22, 2022. RCIL's resoluoon plan has been approved by the NCLT Mumoal vide order dated December 9, 2028 and is currently under implementation. Out of the above, in case of kICDs of Rs. 750 crore, the Corporate Debtor has also assigned Telecom Ucenses, by execution of Tripartite Agreement with Departmert of Telecommunications (DoT). Tae asaet cover n ca8e of lhese NCDs exceeds 100% of the principal emount of the said NCDs.9. Additional details as required in relation to Non-Convertible Debentures (NCDS):
Nature of Instruments
1 .20S NCDs
11.259a NCDe
Amount outstandire lRe in crore)
3,000
850
Prevous due date for Principal Repayment ano
v•hether paid
oi.uS,zuy
Unpaid
ur.uz.zus
unpaid
Previous due date for payment of lr terest
01.03.2019
07.02.2010
Regfetered Office:
Rel are fiommuniootiors Limited. H Block, 1st Foor, Dhirubhai Ambaoi xnuwtedge Qty, Navi Mumbai - TOO 710 CIN ho : L4530SfdH2004PLC147531
ReLi/t/vce
'withdrawn C ur rent|v, ]fi e e is no impact of such notices/letter issued from danks, in the standalone
]inanciaT res It s The. A rlitnrs have drawn gualificaIic'n In their Audit report for the quarter and year
ended jdarch 31, 2025
During the previous year, on October b, 2023, the Hori'ble Supreme Court of India had oronounced a judgement regarding the treatment @ AGR peid to DoT since July 1999, as cmital in nature and not revenue expenditure for the purpose of computation of taxable income in a matter to which the Company is not a party The Company has applied for renewal of its license as stated in Note 4 abova. The terms of renewed license regime are different free those of the licenses dealt with in the aforesaid judgemer t. Furlher, there have been no dieallowances in earlier years, by the tax authorities, on lhe ATR payments claimed by the Company as revenue expenr4itHre iN rtR fox fiTingg. In the absence of any claim by the tax authorities against the Company ard/ or directions or clarifications from the income tax department in this regard. no adjustments have been made to these standalone financial results for toe quarter and year ended March 31, 2025.
Bonn Inveslment Inc. ("Bonn"), an US emity and a subsidiary of Reliarce Infoamm Inc ("Rll"), USA, e atep•down subsidiary of RGOM. held an apartWnt at 400 W 12th ltreet 44EF New York, DIY 10014 (”Propertyg. Ouring the prevyear, in August 2023, the director of Bonn, sold the Property to a third party, without any authorization from or intimation to its shareholders (including RCQM) for a vatae of uSD e.34 million. The Resolution Profos6ional noted this transaction in the hriancial statements of Bonn for the perioc ended September 30. 2023 received from the director for
consolidation purpases. Further. on April 23, 2024, throu9h the auditor of Bonn, One Resolution Professional end Company were made aware of an investnleM agreement between Bonn and AZCO Reslty, UAE. It is observed that vide said investment agreement, Bonn (through its &rector) agreed to
invest USD 25 million in AZCO Reelty (“AZCO”) and Bonn has already made investment of UGD 8.2 million from the sale proceeds oi the Property. which is reflected ae Advance towards other Investment (19t Tranche). As per tfte terms of agreement, Bonn haa agreed to invest remaining amount before May 26. 2024 with AZCO Th• Agreement further Gtateg that, if Bonn fails Io remit the remaining amount to AZCO ou or befofB May 26, 2024, the investment agreement shall be automatically nullified and Bonn shall have no rights to claen back the ernount already invested. ‹.e. USD 8.2 million. which is part sf tho sale proceeds of the Property. Thie ent're transection dld not have approval from the shareholders (including RCOM). Tho Company sent a notice to the director seeking clarification regarding the same dut has not received any credible explanation so far. Accordingly, and in ve of the a6ove unauthoñzed and potentia'Iy fraudulent actlons, the Company has removed tM said dkector from the directorship of all US subsidiares of RGOf/I including Bonn on August 21, 2024 and has appointed a new director in har place on the eame date (as eppiicable). Tfie new Director hue 6ince been interacting with the removed director and has acked questions on the transactions directly/through counsel but the response from removed director remains elusive. Further, Bonn (through tha new1y appointed dis in the process of examining the legal remedies for the actions taken by the aaid erstwhile director as well as for recovery of the advaroe against investment given to AZGO. Ae lhe director of Bonn is hopeful about the recovery of the advance against investment given to AZCO, no provis on has been made in financial statements. Furthermore, Bonn fthmuqh the newly apoointad director) had also oommissioned B digital analy8is of the various email correspondence exchanged by the oewhi]e director of Bonn, with the ersMhile director I erstwhi|e management of the Company, to further inveel‹gate the unauthorised 9nd potenti9TTy fraudulent snle anrl nvestment trwsaction underta’‹en by the erstwhile director of Bonn (including the circumstances / motive behind the serne) as well as to ascertain the role of any other individuals ir volved in the matter. The final repon in thus regard has been received and the entire report was examined b’ the relevant stakeholders and their adv›eors, for any further action to be taken pursuant o the findings in the report.
Registered Offic•:
Reliance Communications Limited -I Block, 1st PIoor, Ohirubhai Amba I Knowledge CiIy, Navi Mumbal - 40D 75D CIII I.o : L45309MH2004PLC147531
ReLi/kNC/?
In particular, this repoit highlighted lhe involvement of a di tc+r of RCOM (powers suspended) in authorizing fhe saw of lhe said Property. Basis tno 6am@, RR' has issued an email oommunication dated February 6, 2025 to the said director of RCOM, seeking htB response on his involvement in the a0ove potentially fraudulent transaction. On F”-ebruary 14, 2025, the director vide his email denied the allegations without providing a•y further justification On February 21 2025, tha said direMor of RCOM vie his emeil requested copies of all Information and correspondence relied upon by the RP in connection with the email communication datad February 6, 2025 eent by the RP The same were provided by the RP we email communication dated March 03, 2025 $lO^9 '^'*ih a suitable reply to the said director of RCOM The seid director of RCOfd vide his leter dated April 1, 2025 has tendet0d his resignation. Meanwhile. Ihe RP has also made his datermination on March 25, 2025 regarding the action Of the said director of RCOM amounting lo 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 eaid directqr of RCOM. Unaudited financial statements of Bonn have been prepared on s going concern basis and considered for the purpose of consolidated financial resume. Tax return for the fin8ncial year ended March 31, 2024 has been filed and tax liability of Boon of USD 546,19d has been paid during the year inclusive of interest and peñalties till the date of payment The Auditors have drewn qualification in this regard in their Audit report for the quartar and year ended Merch 31, 2025.
Duñng the year, as pert of a compliance check carried out 6y the Corporate Debtor on December 04, 202a, from fhe offical website of Accounting and Corporate Regulatory Authority (ACRA), ft has oome to its añention ffiet the slatus of Gateway Nef Trader PTO Limped, Singapore (GNTPL), an overseas step-down subsidiary of RCOM, is appearing as struck oP under it8 profile. Accordingly, loss on de-subsidiarieaaon including provision of Rs 0.47 crore during the year ended March 81, 2025, has been shown as Exceptional Item in the standelooe financial reaulte.
After reviaw dy the Audit Committee, the Directors of the Co porate Debtor have approved the Nenavar/, above results at th•ir meeting held on May 27, 2025 which was chaired dy Mr. Anish Niranjan Resolution Professiowl (’RP’) of the Corporate Debtor and RP took the same on record basis recommendation from the directors. The Statutory Auditors have done Audit of the Standalone 1inancial Raeults for the qu8rtor end year ended March 31, 2025.
For Reliance Communicattone Limited
(Resolution Professional)
Place! Mumbai
Date : fi4ay 27, 2025
Regietered Offlca:
Rniiance Communications Limited I-I 6iock. 1st Floor, Dfiirubhai Ainbani Knowledge City. h!avi Murnbol • 400 710
PIN No. L453O9MH2 PLC147531
necia‹Nce
ANNEXURE I
Statemert on Impact of Audit Qualifications
(for audit report w1th modified opinion) submitted along-with Annual Audited Financial Results - Standalone)
Statement on Impact of Audit Qugifications for the Financial Year ended March 31, 2025 [See R eguiBtion S3 / 52 of the SEBI (LODR) (Amendment) Regulations. 2016]
Audited Figures Audlted Figures
I Sr.
No.
Particulars
(ae reported before adjusting for qualifications) (Rs in crore)
{audited figures after adjusfing for qualifications) (Rs in crore)
1
Turnover / Total income
278
2
fQal I-xpendnure
440
440
3
Exceptional Items
z
Net Protit/(Loes) after exceptional ‹tame
(162)
4
Met ProtJL’ (Lras} from Discontinued Operations
(7,A3)
(13,073)
5
Eemnge Per snare
(Z8.b7)
(4B.23)
6
'Total Aasets
39.007
39,067
T
Totel Liabilities
1.45,844
8
diet worth
(1,06,777)
9
Any other finenc‹el rtem(s) (as felt appropriate by the management}
II Audit
a.
b.
c.
d.
e.
Qualification (each audit quahficaton separately):
Details of Audit Qualification:
Type of Audrt Oualifcaton : Qualrfod Opinion I
Disclaimer of Opinion / Adverse Opinion
Frequency of quallicaoon: Whether appeared first time J repetitive J sinoe how long continuing
For Audit Quai4icationl › where the impact Is quantified by the auditor, Management's Views.
For Audit Ouelification(s} whare the impact is not quantified by the auditor:
Non Provision of Interest and Foreign
Exchange vacation (Refer Note 5)
Qttalified Opinio-n I-@hth Time
Impact b not a8certainabte as the Company is under IBC and CIR process initiated
Impairment review of tangBle and intangible assets, assets held for sele, investments, balances long in Goods and Service Tax and liabilities, Going Concern (Refer Note 4). lease (Refer Note 13), Willful defaulter and fraud (Refer Note 20)
Impact is not gscertainable as the Company is under tBG and CIR process inflated
1mpact is not ascerlalnable as the Company is under IBC and GIR prooese initiated
Refer ‘Basis for Oualifed Opinion’ in audit report read will relevant notes in the Standalone f nanciaI results. the same is self explanatory
Management's estimation on the impact of audrt guaJification:
If management is unable to eetimate tea Impact, reasons for the same:
Registered Office:
Reliance Communicatsns Lim'ed H Block, 1st Floor, Dhirubhal Ambani Knowledge CIIy, Navl Mumbai - 4D0 710 CIN No,. L45 309MI42004 PLC147531
ROLI›?NCO
III Signatories
OIN: 07079566
Sfinivasen Gopalan Chief Financial Officer
H. D?& Associates LLP Chartered Accountants
n No. 107783WM100583
Jig i T. Shah
Partner
Membership No. 161851
May 27, 2025
Dae
Mumbai
PN<>
Statutory Auditor
Registered Office:
Reliance Communications Limited. I-I Block, 1st Floor, DhirubhBi Ambani Knowledge Cily, Navi Mumbai • 400 T 10 CAN No.: L45309MH2004PLC147531
Matlab H.D. dissociates iLP
ladepc.›idcnt Auditor's Report on the Aunited coosolidxfed financial results of ltclia»c< C ommjjnications Limited for the quo rrer -• J year ended Murch 31, z025 pureusnt to Itegutation 33 an4 Regulation 52 read with Regulation 63{2) of the GEB! (Listing Olgigxlioaz unJ Disclosure Reqtirements) Regulxtioas, z0t5, is m»nJM.
The 8oaro *I Oireciors / Resolutiont Professional (RP) of Reliance Communicntio»i I,imited.
Cnryorate Insolvency Proceedings as per tosotveacy aad Bairk ujst‹ry Cads, z014{CBC)
The Hon' blb Nniional Company Law Trib Anal,. Mem.bai Benc.h (!*MCLT.”) admitted an insolvency aid bankruptcy. petition fil6 by air operational ozeditor / financi.at crcJitor aga‹et IelianGe Commui1icatio\s Limited and its four stihsidiari'es appointed Resolution Profcssion'al (RP) who' has been vested with mnriageineni .of.affairs and powers of the Board of Director with direction to initiate..appropriate. acrion
.contemplated with extant: provisions of. the Insolvency and Bankruptcy .Code, 20a 6 and other related
We havc audited. the accompanying.consolidated financial results o£ keli8iTce Communications Limited
.{'the I-IoIdirig .ñerñpany') ztnd iâ subsidiaries (hereiilafter refe'rrsd to as “Clroup”) and its asscciat'cs For the q i rter a'nd year ended Ma 'h. 3 I, 202S ("the consolidated fiiian'ciaI results") attached he'n'with, being submitted bj the:HoIding”Comyany' pursUani:to.the.requirements of kegulation'3.3.and Regulation *2 reed with Rcplation 63(2) of the. SEBI (Listing Ob!igaHons anJ Disclosure Requirements). Regulations, 20a 3 as amended ("Listing R'egulations").
in our minion and to'the best' of our in£ormBtiori end according to.the ex'pianations given to u8 and based on fhe'consideration oflLhe reports.of he oher audito+s..on separate.audited financial. s1stcments/financial information. of thg 5Ubsi.diaries end associates as referred to in Faragr8ph e of.order matters below a'nd Exec.pt for th.e possible efTecs' ofthe matters dcsCr bed 'in thc'Basis for @ualifiod Opinimi 9cction below. of' our repon,. hc. consolidated financial results:.
is pre'u•nted in accordance with the requirements of Regulaions 33 aiiJ Regulations. 52..read with Regu|afion 63(2) of fler Listing regulati''ns a.s amended in th s regard,.and
ended !vlarch. 3'l i 2025:
Page. I of 10
Pat aJ H.D. joy-ASsociates LLP
Ct tittered Aecouritar:Is
s'peclruin iiistâlnie Its due to De.partmei\ ol” Tel ‹›ininrinicaiiurt (f3O”F). Non .delerminatinn of f3ir valid' as on lhe r@ortiñg date is.not in c‹›tqphaoce w‹tIi Incl AS I Ufi Non Crir'renl Assets I leld for Sale. and. Discontinued Operations“. Aceording1y, we arc unahle tu comment on (be. coils qlentiaJ it1›pact, ifl any.. on the carrying .aroouni of Assets. HélJ for Sale an'd one the reported tosses For th quarter anrl like year ended March 3.I,'2025.
I›.
flu..IrIing Company and its. two $uhsidier.i. n intp f"crpnrnte ins.olvencj Ite IMtion:I’r s.("C]Rp*) 'and pending. determination of o6Iigatio+1s and liabilities incJu4ing various claims zubmitt6 t›y the O'@raHéna1/fi»arl ia1/ other creditors and employees including intense pcyahle on loans .during.
CIHP. vi are unable to comment. .the. acoounting i.inpact thereof pending r•co«ci1iation'and dctermittation offinaJ obligation..
:amoiinting to Rs. i,.168 croft & Rs. 4,922 crore .'for the quarter-.and yeai cnde'd perch ? 1i 2025 respectively and Rs. 30,3 19 crore \p to time prcvious financial.year based on the hasic rates of interest as per the turms. of the bo'rrowintp. ”Fee I I.olding mp8ny and two of ils subsidiaries further have noi provided for fomign exchange variance {6ain) / loss an ountiiy to Rs, (12) cror« A &s. 461 crore. rcspcctivcly for the quarter nnd year ended lVtarch 3 l. 202a and Rs. 4,053 crore foreign #xchgnge. loss up Io the previous financio1 pal”. Had such inicn'st and. foreign excJtango variation.(gain)/ loss 4s mentioned above A ›J provided, Ilie reported loss for the quartz.r nnd ycar:e.nded.I'darch 31, :302S would have.been higfiw by Rs. 1,136 crqre.A Its..'i,383 crore respcciv ly Ind the Net worth oF the. firoup would have been lower by Rs. 39,75) crore 'as at. Marcia 31, 2025 and ks. 34,372 croie .as. at March 3.1, 3024. Now provision of 'interest and ion rof foreign exchange variation.
{gaiit}/loss is not .in compliance with fi d .AS..23 “Borrow.ing Oosts’ auld ml ,’S 2 j '”j.be l2jTects of Changes.in T'o1ign Exchange kaes” respectively.
:by the forensic auditor Mls BOU India:LLP,.appoiiJted.by une uf the lenders, in the r f0rsnsic .audit repori For lhe pa iod fmm ApriJ 0I , 2013 to Mnrch 3 I,:2017 as communicated by. certs‹n ba0k6 and commtinicatioil recei ved from certain ba ^Ls with mspect .o ilJ fTl default* ” .Bnd 'fraud: In tho nbsenoc.of comp •Iensive review zts menttunc‹t 8ñ‹we For tic cary'iny value ot” nI! usher assets and liabilities and unable tn detetjnine of p.otentiaI impact of comiHunicati‹›ns from bzujks in respect ot u'i1Iftll defaull / fraud fry the M'anugeJncnt, in are ui bye tu cnmrnew thai whether any ndjus1ment is required ›n lhe. carry •s •• un oT” such assets and liabilities. wild co.nscquci\iul impacL if any, on the rtportefl Io.sses for the quarter and ymcr ended March 3 I, 20a*.1. Non dc.crinination of fair value o?
Pegs2 ofi0
Pat a H.D. t ;*Associates irr
J D 8.34 n1iI lioit ( app'rux. Rs.69.S3 Cl are).Elid invested the same with A” ñO Real Kstalc Br‹›fi LLC (“A CU"). withuu fk< au’horisation / pern1iss'ion ot” 1he Man'a@ment and kesolrtion. Professional RP) uf thc holding C.o›rp8ny. As expIaine•J in ‹detail in he a1oresaid note. llic M•1agcinenT 0t‘ Q0R0 ABS I8kcn certain steps and will take aJI neoes steps as required to be undmoken ncluding rucuvey uf the advance given lo AZCO. The Management uf Bonn is hopeful that the steps jaken alid disc1ssion with A7'tW wil I result in rnovcring the saint advance arxl a orditJgly, ng pi’ovi:sien has been lnade in tlje firtaicial statoinenis for Els year errdcd Mach 3 I, 2025 aggi ,st the seid'advance. Also,.the LIoIcIing.C'nmyany has filed a petition againsl the erstwhile 'Director +f I holding Copy based on the digital .ana1ys.is report for .his involvemenl. i» lhe aforesaid transactions. Further, the finanñal sutteinents of Bonn for the year ended March 3I. 2025 and March'31,.2024, considered.for consolidatian is unaudited and certified by ihe M.anagcmcnt.
Based oo the matters fully dacñbed i'n the aforesaid note anct evidence provided to us by the' Managrmenl, we are unubIc to determine on the [Potential impact if any in lhe uttauditod financial statelnents of D.onn iiJ relation In unauthorised sale made by the erstwhile director of Bonn and invuIv‹:ncnt o.I.cmtwhilc director .o.I Holding C.ompany if any on the ,said .transactions and wa are. unable to nbtain.sufficicrX and appropriate audit mv.idcnce to consider tho management assessment of' the said advance as geod for Peavey,
I- arther, sincei the fifianc›ai .sialemenis ore unaudited' and certified by he isianagemeni, the amount
and finaTtc'ial information considers lbs consolidation is solely hascd nn the unaudited financial
.*nform8li'on. ccrtificJ. by tin management. Wa. ace unable w dettntiin¥ the consequent effects If..any 0t the financial pavilion uf Bonn in case .(he 'said.a'ccounts..gets .audited and we. are.. »abIc to. obtain sut cient and appropriate audit evidence of manng•ement .asseTi1 en .uF.Suing concern assumption whi ie preparation rif” the financiizl i’esufLs of Bonn for Lhe.year ended !4arch 3.1,:202fi and Marcl1 3t:,
.2024.
r. We draw attenlion to Nulo nu 3, 4 & 8 of the. consnlidatod financial refills cyarding termination of definitive. binding agreement Koi icorctization of assets o.I the Holding. Company anct two of its subsidiaries namely RTL & RITL (RITL. ceased w.c.f December.2/ 2022) and the ongoing CIRF,
wilh effect from Svpember 25. 20a 9. The tGroup hks continued ie.in'cur Iosser, it s curreist' IiabiJi'tier exceed current assets and defaulted in repayment of' ils. borrowi I s. gnd gayinellt nj".stattxoi!y dues and pending app1ication.of rcncwal of"FeIecon Li ses an‹J putonlial impact nf'tlie matters stated.in note°no 26 and 29.. F‘irther,:auditors of material st bsidiaries.and associates of Ihe'Holdi ng Company
Pat a H.D. dissociates LLP
” Churlerec4 Accountants
Tlwse evens indicates tidal a mates iftl ‹ nccrtainiy exists thar may cost significaM dnribt on lle Gronp'S .1bi Iit'y to conlii1ie as a going concei'm. The accuu»ts. hovcvci , has been prepared..by lI;e 'marutycincill' on a goiñg conoerrl basis Ii›i the i%snn stetcd in the a1orcsaiñ note. H‹›vevem. we are u'rtah1e to obtain sufficiem anrl appropriate audit evideicc reg8rcl nb ineria¿ucmml‘s disc of lhe guing vu‹Jc«rn basis uf acuountii its ihe preparation of the consolirlated financial insults. in vicH' oT” ongoing C IRP, matten pendi'ng hetore I «latory author Vics and matters sated above paragmph, l1 e oulcome o'f whiuh cm not be presently ascertained.
g. We .draw aueiltion to. Note nu. 19, of lht conso1idated financial rauIts regarcting non recipe of
ago.unt,.amounting to:.its.. 32.79. c'rore »h at March 31.,: 2025. in respect of one of the subsiding. Pending ace.ipt of balance confiscation as .on w'poi1ing data we are unable to conment on the crxlsequential impact if any,.on tkc consoli.dated financial results.
The Networth of the Group excludes the efféct' of quolifiontion under (a), (c (d.), (e), ( and (pl above
whi.ch are -quanti.liable as.referred themin.
We coriduck'd o.ur aud.ii in accnrdaric0 with the Standants on Aurliting (SAs) .sp@ified under section I 43(10) o'f” the' ñdmpnnies Acl. 2013 (“Acl"): Our tcsponsibi lilies under these Standards are f‘urther described in lie. Audilor*,s. Responsibilities for the Audit of the Consolidated Ind AS F'inancial Results section' of our report. be ar'e indeperirlent of”the Cj'roup. and its associates in accordanv< with the Code of' Bthius issued by the institute of'Charteiad Accountants of India logmthcr wih due ethical requirements lhat are relevant to our audit oflhe financial statements under tic provisions or t|1e Act and th Rules thcreunder, and we haye f”uIl"tlled ou'r other ethical responsibilities.in accordance with these requimments an'd the.tode at”.Ethics. We believ'e.that the. audit eyidc.ncc...obtained by us and other auditors in tennis of' their reports 'reférred to in “Otar Matter" paragraph below, is suITicien and appm.priate to provide a hasil for our qualified opinion.
Em}tbasls of Matrer Paragzuph
I. We draw. attcntion. to Note no. 9 uf the consolidated financial resulls, regnzding provision of tic ose Fee and spectrum usage charges, based on management estimates pending'. rp'eciaI audit fmin Department uf Teiecumn unicotions, pursuant' to lite judginent of I ton"ble Supie ne Cuurt of Indin, 'vide i(s order dated.Omobcr 24, 20.19 anJ status uf payment tfioool which may uixlergo rsYision based o‹1 añy dcv«lopnicht-in tlj2 said mates”.
2. We dñtw atfentiun to Now..no. 21 ofthe colsoIidsted fin&nciaI.results wherein one oFlhe lenders or th l4oldi’ng Company.has invoked slams of Glohalcom. IDC I.imited (GTDL) a.step down subsidiary of‘ the Holding.Company on December 12,. 2022. The inspect .of such invocation against liability wit! be givon by the Maragemenl nn receipt ‹›fthc said details from rhe |endei.
Pat a$ H.D. dissociates LU’
resu]ls,. has tx:en pivparcJ ‹›n t]c hasi.s of i:he'ctii1'solidalect financial 'siaten4enls. ”liie Ilulling L”on1pa i1y”s
that give a frue and fair view' ofl lhe nel’)os's an‹l uthcr comprehensive lore and .other lin.nncig| '}11§OFtcgtif3D of lhe Gmup including its associates ,in accurdnnc will file Indian Accuu ltinb St: nderds pi’eSm ibcd under'.Section 111 ol' hc Act read with relevant rule issued tArsunder and other avcouning pi'iriciplcs generally uccin Ind in and in cnmplianco with Regulation 33 and Regulation 52 of thc Listing Regulations. The respective Management/Bosrd of.DirWors of the companics includcJ in the (Group. and of its associates are responsibl.e for maintcnancc of adequate accounfing records. in. accordance with the provisions of fhc Arr. fo'r'safeguarding ufthe..assets:of‘.1hc Gronp and' ils Issccintcs and for preventing and detecting. frauds and oth'er. irreguIañies; scl Mion and application of appropriate accounting policim, making juiJ@ne Its and estimaes That uls reasonable and prudent: md IIc design, implementation and mainten'ancc of adequate iritcrnal financial an vols, that were:operating cfIi•clivcl' Fu'r erisuring accuracy
consolidated financial rwults ilial :give .a true and fair view and .are f’n:e finn iniierial misstatement, whether due to fraud or error; which. have.been used for thm purpose a.I preparation of the consolidated financial results by his Dircciors of the holding Company, as aforesaid.
In preparing tllc consolidstod fitlancial rtsults, the rospccti e Uo'ard or uirMlors/ltesolution Professiona)/iVlonitoring Corrimitleé of tho ooMpanics included in tho 'Cirouy and of ils associates are ruspun'sible fur g$#g tJz@ the uhility of” the 'Group and it,s 8ssocialeS to continue as. a goiny coic'ern, disclosing, as. applicable, matters re1atcd lo gning uunoe'rn and usmg the going co'ncern basis uf accorlnling unlW5 {ye rcstWtive B0aid of.U.irectors/kggOTtlTiOD Pro s.sional/Monit'urlnb TOmTTiTtT £hfir intends to hquidate the Ciroup or to ce xc opuraliuns, or has no maiistic atterñali vu. h'ut Io do so.
Auditor’s Resyrinsibilitics for. tbe Aadit o|’ the Cu*solidated Fioancial 'ftcs alt.ñ
Our nhjectivms are tu ubtain i casunublu ossiJrunce about whetlJet the coilsoliJatcd fi i ancial result's as 'a w]Jole are fix t'ron› material misstetc»cnt. vlzctliei due tu fraud or errur,. ai d c issri< nM auditor's ropo+ I lhat includes our o]›i'nion. keâsunablc nss ii ance ir a hig]i ievel ofassurancc, bt I is rjnt a uuaranrce Iha1.un 'arfdit 'conductert in accordance. with SAs H’iII always dttcc a material misstateiiiem when il exists. Misstatem'erits. can arise train fraud u'‹' err.w and. are consiJ«.rc‹1 material if. individ a.!!r •r in. the ag't,m'gmte,. Ihey c0llri lbe oxpeclerl t'o influence' the a'ronoiric rlWisicins * '*rrX t8k•n ^n IhC basis of these coasoli'datc‹J fir«iiacim iault's.
C'ontinuation steal.
Pat a H.D. dissociates LLP
‹..aaeeUAccoun ‹ns
evidence that is sutTicient and appropriate to pi ovidc a hasis for our opt hion. The risk of’ iictdetectrng
involve col lHsiun, forgery. intentional omissinnz, misr prcantatinns, or lhc u•erride of int t a!
Obtai n an 'understanding oI”'intornaI financial controls •Ievant to the audit in ords to derig4 audit.
proccdir2d.1ltat ai’c.4pp1op'iate ii1 the ci'it•umstarlces,.bHt not for th'e purpose cf” mxprcssing an opinioi
csiimaxx and relotod .disclosures made by tlic Boar‹J .of Directors / k es'oi thou Professiorial /
Monitoring Cor miitee.
Cvulude on the .appiopriateness o F lhe Bosih of’ Direc1o'rs / Resolution Profess lopal / Monitoririg Committee' use ofl the going concern hasis o.f” accounti'ng und. based on the audit. evidej4ce obtained, whelher a material. uncertainty cxigs rctamd to events or conditions that may cast significant doubt un
the ability ot” thC Proig 'and its associate tu continlJs & 8 g0iftg TC#*’!+ !!' ^8, n !8d* !!+8I 8 material uncertainty axisls, we ore r'e'qvired tc. ‹draw aitcntion in our auditor's repui1 o the rclatcd disclosures in’ the cnnsnJ idaleJ fina‹zcial results cc, i f sucft disolosuJ cs are .iriad.equate, to modi our opinion'. O‹ir conclusions are based. on the. audil cvidcncc. obainud up to fiw date!of our auditor's report. iJowever, future cvcnts nr conditions may cause. dc Group and its associates ie. .cease Io. c'ontinue'as a go'ing concern.
Obiein siiITici+i› approprizlc. audit evidence regarding. the’ finonci8l rcsults/li jaJ1cinI infu ination of”
results. We are rñsponsibl .for ihe direction, sups visiun and .pc To aliance or the audii oi. finailcinl infumiatiwi. cf such .entities include'd in ihe consul idatcd financial results ul” whiuh we urc tlic
Maeriality s.’the magnitude nl” m isstatemcntr in tlte I.'onsnJ ictatefl l'inanciol kcsulis.flu,. indi.viduallY or in aggregate,..n mes it .probable that dcc c«uion ie dc istcns..‹›r.a rcasonaht›’. knov. I.edgeoble user n”.U o
€?onrolidated Financial Resrtlts. way. be intl‹itnced.
We cutinui1icaje u'ith those cljargctt wilh guvcnlance ‹›I” the [Toldinb Cumpu‹Jv and such orhei cn1iius incltiJcd ›i lix'.consolidated ’financial results nf wIH’ch we mm jhe independent a‹idita regarding. among other mattc'rs, the pl'anned scnp< and Iit4»nb of the audit end significam audit 'finding,s, inclridiny any sigmi flea t defiCie icies in interna1 control tINt we identify during.o ii’ audit,
We also provide these club wiih townnncc wltlt a uaten›mt tear we have..complied with relevant ethical req iiroments. i!cgarding indepcidence, ancl to communicate with them all relationsliys and oilier maltss .that: may reasonably be. thought to hcar o» ou i lrlependence, and wl4ei e appIicab1.e, .related snfegrtords.
We also performed procedures i'n zccordame wnb ihe circular issued by the SEBI under Regulation 33(I)
of the Listing Re'pulations,.as amended; io the.client:applic.able.
Other Matters
a. Wrsuant to.applicaIions’filed 6y. Ericsson India Pvt.. Ltd. before thc National Company.law Tribunal, Mumbai Bench (“NCLT”) i'n.lerms ct Section .9 ofthe insolvency and Bankruptcy Code, 206 read with. the rules and regulations drained thereundcr (“Code”), tbc NCI’•’” had artinitled Lho applications and oidered the cornmenccmmt of corporate insol voncy msélution pnxess f"CTRP”) of Reliarce. Commuñicâtioas Limited ("the Holding Company") and two of its subsidiaries namely Relianc'e Ini'ratel Limited (RI5’L, ce.axed w.e.f December 22; 20.22) .ait'd R'eliarice Teltxnrii Limited (RT.L) (col lecti vets; the "Corporate :Debtors”) viJe its nrders datod May 13, 2018. The. commiitee tof creditors (* CoC”) of the Corporate .Doblurs,. aT.the meetings o£ the C‘oO held on 'May 30, 20a ¥, iri term9 Of Section 22 {2) Of thc Code T60TV0fi with the cquis1te. VOtirig • h tu. Pt•p?tIC2 the Interim Resolution Professionals with the rt•solulion,professioiuI (“RP”) for the fiorperats Wbtor,. whiclj has been centirmed by the NCI.T in its orders dated. June 2I. 2019 (puhlishe‹J on the websilc oF the NC.LT on June 28;.201.9).
libueLMumbai Inch(M Ur")• » r+oflelnsolvtntyzndBankruptcy q
20.1 6 read with the rules and regulations framed ihereunder ("C0d«“), the NCI.T had. admitted the app]ication and ordered the commencement.of corporate insolvency. resoluiion process (”CIRP") oF the its subsidiary nawly Reliance C ommunicatTons lntraxtruclure Limited (kCJ L) (’1hc.ñompaiy") ("Corporate Debtor") vide its order dated September 25; 20a 9 which has been received by the IRP (as defined hereinaRei) on September 28, 201 R ("fil RP Urdor™). ”I”ls. HCT,T has appointed Mr. Ani9|1 Niranjan Nanavaty”os the interi'm resolution pro£essioral fo.r..the holding Cnmparry’.(”IRP™) vide the tIRP Order u'ho har been confirmed as the resolution professional nf the Comp icy ("It F") fry the committee...of creditors. @n December l9, 3023. Hon”ble NCL F lots approved fhe . nssolutlon p!e subinitted by n rcsoliilioil applicant ’a approved fry CoC. :accordingIy Mr, Anism ' fii!aiJjori Nñrtxvay lfas. ceasad to be the RP of RCI1., ond REIL is currsfiFly under the supervision of a Moniro'ring Committee (of which l1e erstwhile R P. is.a member) constituted under the provisions of. the. approved iesolurion plan. The implementation cif”Ihe approved resolution plan is.currently pendi ng
Pat a H.D. Ass rates LLP
v. As. pci! RcgulutioiJ 33 @ 52. of' lhe Slzf3l ( Lirliny fJbi tplions .and Disclcs'ure 'keqoiretJlonl's) ltegulaliciris 201 ñ. the consol)dlâled tJnancidl insults ot” tl c th oup .subinined to the .stock eXc.hange shall be signed b.y II ' Chairperson or ]/I,aimgiI4g Director or Who(e I”iinc Dfrcmm Or in absence of*aIf of” lheni, it shall be signed by any f3iroctnr of the holding Cu npat} who is duly nurfiorized by lJe Doard of Directors la sign the c•ansoIidaed financial res\Ifs. &8 Wenticnled in N‹›te no. I ‹›f th-' consolidated financial i'csults, In vie uF hoc ungoi ijg CORP, th'+ powers of lhe. board of‘ditectors stand suspended.and are.exerc1sed by the RP.
'share of net profit / (loss) of Rs. (0.51) crore and Rs. 0..14 crore for the quarter and year Ended Match 3'I, 2O2'i respectively which leave. hucn audited by the respective. independent. auditors. . The indepeTxleJlt auditors' reports on financial results / financial i»fcrmstion of thee .entities and associates have been fijrnisljsd 1O. us and our opinion on thm conS0f*datcd.financial. results, in so fâr'as it relates to th amounts and di@iosures included in mspcct of these cniitics, is ha.sed snlely nn the. report of such auditors and tljc procedures performed by us arc 6s stBted in paragraph above.
crore and total c.ompr<_hcioivc2ab_ _.incume2f_28_loss29_="">of Its. 0.88 crore end Rs.. 6.60 crore for lhe quarter and year enclcd March 3 I., 2023 espectivcly and set cash .outflow uf Rs. 4 crore for the year enderl March
3 , 202*i as considered in the !ConsoIidated financial results. These u‹Jauditerl financial results /. financial informati.on ttve been furnished fo us by Board of Directors and a.or opinion on flu c.onsoIidated fi i arse.iai results, in so far as it mlates io-i.hc,amotints and disclosures included in i'espccl ol these.'subsidiaries' is b'ased solely on strait unMitcd firiancial 'rc'sylh / financial informaiion. ia our opin'inn and according to the inlormotinn nn‹1 expignations given to w by ihe B ‹d of Dircclua, these financial raults / financial iifoi’i\aiion.cry'not m'alerial tu.the. Ciroup.
Ottr Opinion on the consoIida1e.ct fin»ncinI iestills iñ nnl n1ncIifiurI n re.tjiecl cf I « ahc e mauers with respect to our reliance. on the work done tud lkc lcpnia of.th other guditon 4rd financiizl Wsults certi fie‹J by the rcspec'lTve In0nag2lrent.
t Attention is drawn In the fact jhat the figures fur the quarter ended March 3 I, 2025 and l1ie coizespondi'ng quarter enduJ in the previous yea‹’ as reported in these consoliJaed finairesults are the balancing figures between audited liguros in respect of Jul I financial year and tle published yez IN date figulr‹ss upto the end of” tile third quarter of c ii'reni and previous financial year respecrivel. Also the figures uptc the end of fhird quarter for the current and previous financi 6] year had only'been reviewed as required by I.isting kegrilations,
for Pnlhak H. D. A Associates LLP Chartered Accountants
Pirm's Registration No: 107783 W/W100593
gnr T. Ghob Membership No: 16185 I
UDIO: 2516185 i Bh'IOOAV9088
Dare: May 27, 2025
Place: Murñbai
Page 9 of 10
Patlia$ H.D. Also y.iates cLr
A rificxure A''f''rirm'ing Part rif Audit Rcp*rt on Audzfvd ConsolidaTerl Fiiiaricial.hestllts ‹›f Reliance
A.
Sr. No.
I.
2.
3.
.
3.
G.
†:
8.
9.
10.
1.1.
1.2.
13.
14.
IS.
l6.
!7.
f 8.
19.
20.
Llst uf Suhsiclixries {it›ciuttleA Step dnwn substJiaries)
N„ame'‹if the Cotnpsny
Rel iance. Wi May L imiud
R elian c Wehstgre. I.imired Camel on Properties L,imitecl kcliancc Telccnm I in1ited kel iancc.Con unicatioizs Tnfrastr'ricturc LimitedGlobatcom Mobile Commerce Limited Rel iance BPS Private Liinited "Rel ie1Jce health’ i.imited Reliance'£Jummin catiois (UK mited Ruliañce Comm'u'nicatioi 's (Hong Kung) 1:.imfrcd
Reliance Communications.ISingapore) Pte: Limited
Anupam G lobai Soft (U) 1 .imited tceased w:e.f Marcl} j 1, 2025) Ciatcway. Net T+adin Pte Limited.(ceased w.e.f. Juñe b, 2024) Rel iance FLAT Pacific Hold !â.S.LimIted
Reliance Infocom nc
Rel lance L'on1munications. Inc. defiance.Co tnttunications fnrernarional ldc.
Reliance &mmu0TCBfions Cal4ada Inc. B.onn 1nvestment I nc. Reliance Communications Tamilnadu Limited
22.
23.
24..
25.
26.
27.
?8.
29.
Worldtcl Taffilnadu Private i-imited
Rculsoft Cyber Systems Priyate Lim'i1ed (c2ascd w.c.I”.lcptcmher 2?, 2024)
Intet net'Exchdi1eene.•! • • Limit'ed
I.a erwooJ Investments Limited {ccxscd. w.e.I”. March 3 I, 2025)
tteiiance Telecom Infr trociure I Cvnrusl Holding limiis
A iixitiin Holdco B.V.
7 omrcnm Infrastructure Privates LinjJlrd
keliaiic'e tnfra. Projects Limited
l.” 2
Wai!FTelec‹›ni International Priv'a1c.l..omited M u nbâi Metro ’)’ransoo'n Private I.imiteJ
we ¿M:wwwmnmco= Re4âOn‹e’KB‹Vk4nFM»€DGobbñ6mbzIhm*edgeC ,Navi¥umbm SW 0
Audbed | Unaudffod | A udltod | Audite-é. | Aodl¥d' | |||||||||||||||||||||||||||||
IbI' Othe Inverse' | |||||||||||||||||||||||||||||||||
/G | |||||||||||||||||||||||||||||||||
D'aonnnucd Or'era ions | |||||||||||||||||||||||||||||||||
(b1 D n nuad OPeratons | (3 62) | ||||||||||||||||||||||||||||||||
{c} CcinUn uing acd E esou0lnued Opersgone | (1.88) | ||||||||||||||||||||||||||||||||
(863) | |||||||||||||||||||||||||||||||||
je.‹q | |||||||||||||||||||||||||||||||||
I ?83 | 1.3B3 | ||||||||||||||||||||||||||||||||
s egmc ent se Revenue, Result . G eg rrtent Aaeeta and segment L aszHtius | [I in t ror e) | |||||||||||
Year ended | ||||||||||||
3lWar2s | J-De Z4. | #1 w-T | SLWar% | JLMarD4 | ||||||||
edited | dmaudhed | AuWMeO | Audit | Aodzed | ||||||||
1 | Segment Seven ue | |||||||||||
(a) India Operat»n | 97 | I D7 | 306 | |||||||||
jfj) Global Gyraiian | ||||||||||||
I•) *•+!:I l•l * f^i.I | ||||||||||||
3s1 | '4SS | |||||||||||
{a) Inaia Operation | (41 } | |||||||||||
o› Global Opa ration | (26) | |||||||||||
tn Toral {'(a)'* {b) ] | f15t | f2g) | (95) | {67) | ||||||||
(d) Less ! Finance Costs (new | 4 1 | 10 | 46 | |||||||||
{e) Add - Exce'g anal Itema | (4g) | 6 | 26 | |||||||||
3f407 | .3S 71 | 36,900 | ||||||||||
(b)GbbaI’CpamUon | 2133 | ?. 31 | 789 | |||||||||
{c) @lhers/ UnahowbJe | SSB | 567 | 525 | S58 | .523 | |||||||
{d) Enter.segment.ETiminaâone | (,673) | (1,675) | (,658) | (1,b7ñ) | (1.658) | |||||||
T•) Total I TB) to f8I4 | Z4@25 | #$6O0 | $s,ss4 | |||||||||
Segment LTabT#fies | ||||||||||||
(a) Tndia Q>oration | 4,2.7;9y5 | 1,25,833 | 18',690 | I.23,925 | 1.1.8;690 | |||||||
(bt Globes OAew on | T.4@ | t,W6 | 1',424 | 1.436 | 1.424 | |||||||
‹c› CXhers/ Unallocable | 23B | 238 | 242 | 23B | 242 | |||||||
Idl Inter segme+4 ETimisnet‹o | {4,679t | (1.681 | (I.66G) | f1.G79) | t1.6GG$ | |||||||
le› T•oI I •l t• ‹d› j | 1,zr;sao | 1,tsp1s | 1,1s,sso | 1,2z,ez« | 1.‹s,eeo | |||||||
G onsoIdazed sha ematt¥ or Assaws and LabiIties | ||||||||||
3 •Mar•Z 5 I | 3 •64a r•z4 | |||||||||
.J b I | ||||||||||
70 | ||||||||||
(g) income I ax As se ,new! | 7g | 96 | ||||||||
1,f)37 | I ,U13 | |||||||||
Sub•totaT Non T urrenz Aaseta | 4,028 | 4, fi78 | ||||||||
| ||||||||||
205 | ||||||||||
181 | ||||||||||
tv | i inner r nanoai ease s | i19 | | 11a | |||||||
tGg Olfier Current Assets | 4.g85 | | 4,902 | ||||||||
boy Asset held for saw | 6.256 | | 26 272 | ||||||||
Totar assets | ||||||||||
‹a tgly aware capital | ||||||||||
{bJ flier Equip | ||||||||||
cqu«y eurtbuotae to sha*•noio<> | ||||||||||
Non-controltng interest | ||||||||||
la | ui e› non-uiJrten‹ Liaoiiires | ub | ||||||||
(c | Ueterrad I air LiabiTitw t nate | 238 | ||||||||
(d] H'T0 VlSl0i16 | ||||||||||
ouo•u>sa› raon4uNanT uiabiiittes | ||||||||||
a | u urrenc also tiz+es | |||||||||
(a) FinenciaT L abilities | ||||||||||
Ii1 trade r'yabies | ||||||||||
blue to Mzcio E-nterpnsas and Oman ñntarpnses | ||||||||||
Due to Creditors otxer than IV | ioo Enterprises end Email Enterprises | |||||||||
{izi) Crther Fnanctal LiaD‹f4ies | b 6oo i | sO332 | ||||||||
lb) Oore rred Revenue | 23 { | in. | ||||||||
‹c | Drher Gunent Labdi#es | |||||||||
(d} Income T air L‹aaJIkien {nel t< › u,oo,os y | ||||||||||
{I"I Liabilities directly related to Assets haJd for Mala | 11,3 | 5 } | 10.338 | |||||||
•suo-total - wiurrant Liaomtae | 1,27,18d ] | 1.17.984 | ||||||||
Total Equ end Lteb htes | 36,425 | | ”3$,664 | ||||||||
C onsoTidaTed 9tatomezt of Cash F Tow For the veer ended M es h 3 I', 2025
] < i n E.ml e ]
Pnhicu|a s | Year ended | |||||
31 • fIftar•2S Audked | 8 s •Mar•24 Audited | |||||
CASH FLOW FRDM OPEBATINQ ACTTVITTEg | ||||||
Proflt / Los¥y bofora tax from C ontJnuTr¥g OparaTyons | ||||||
k'rofit / Love) befora tax.from D4sconttn ued Ogerato s | !9 2ti3 | (7.1 11 | ||||
ProFk Galore Tax -Con4jnulng and O‹oconTnueo Operation | ||||||
AdjusTeo for. | ||||||
•rovision tar UouDtluT Ueots Loans ana advances | ||||||
Oepreciocon Impairmen• and A,inortisa on | 125 | |||||
Impact of decon sotidatio n of aui aoiar‹as | {2G | |||||
'man ce 0 outs | 1.ADD | 1 005 | ||||
Piorii on sale of investment in svbsidlarY and refirerr•enI or Leasa#okt land IHet) | ||||||
IBM -Of Ch0fl tfl'FOFiYQ IJ ñ +t ITit TQ9 H'a{i {A]&) | 4’f | 11 | ||||
Interest Income | ||||||
{Profit) /Los.s OI4 0a4 0£ Ahelp find CepiTo I //ori *D Prog te8S {new} | ||||||
1,131 | 1,0aa | |||||
oyra«p arson lecture Working Capt Gharigaa | f8,2Sfi | |||||
8.700 | 6.65"o | |||||
8,288 | 6.106 | |||||
Cesh uererateo tram uperatione | 12 | |||||
M@rr1e T ad Olaf,Und | t4 | 2 | ||||
Z6 | {40 | |||||
CAsI4 FLow rnou InVes iinu eoJ ivirca | ||||||
(Additions) / sale o‹ Pragerty: F'lanl and Equipments Intengble As+ets Cagllal Wom in Progress and Tnten@ibTe Assets under OeveToprnenta inCuding CagitaT Advance and Assets held for sale fNer) | - | 74 | ||||
Advance Io«erds Inveswnt | ||||||
Pros {@m Sat= 9f }nvestmonts | ||||||
fTnvestm n_g/ R_ad ampogn n Bank d@o6iT8 {H8y!a 9 Lg h eT mud riv for more th on 3 monthsT | ||||||
oU | ||||||
'«aan ‹rom i fuses nj iwuses | ss | |||||
CA6H FLOW FROM FWANCTNO AU TIVITIES | ||||||
Set Proceeds from / iHao erm of aouowings ,urrenf met | r9 | |||||
i•inance Cost | fB | |||||
net t.asn worn r tuseo my rlnancing scdvjues | ]3a | |||||
Upw/ Qelgnce ot Caen and Caen fioulvaNnts | 205 | 218 | ||||
Ueciease on account at oecon8olldatkxn or. suDskterw f iza ch 20zs T 4,31.203] | ||||||
Effect ofi Exchanae Gein/ (L@•TTnet on CaBt and Cesh Equivalents | ||||||
GToslrtg BzggnCe of Ce8h and CBBh Eguiva&nte | 194 | |||||
mera?ñuce
hlotes:
Pursuant to an application 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 application and ordered the commencement of corporate insolvency resolution process (“CIRP") of Reliance Communications Limited (”Corporate Debtor”, “the Company” or "RCOM") vide its order dated May 15, 2018. The NCLT had appointed Mr. Pardeep Kumar Sethi as the interim resolution professional ("IRP") for the Corporate Debtor vide its order dated May 18, 2018. The Hon'ble National Company Law Appellate Tribunal ("NCLAT") by an order dated May 30. 2018 had stayed the order passed by the Hon'ble NCLT for initiating the CIRP of the Corporate Debtor and allowed the management of the Corporate Debtor to function. In accordance with the order of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi handed over the control and management of the Corporate Debtor back to the erstwhile management of the Corporate Debtor on May 30, 2018 Subsequently. by order dated April 30. 2019. the Hon'ble NCLAT allowed stay on CIRP to be vacated. On the basis of the orders of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi, wrote to the management of the Corporate Debtor on May 02, 2019 requesting the charge, operations and management of the Corporate Debtor to be handed over back to IRP. Therefore. Mr. Pardeep Kumar Sethi had in his capacity as IRP taken control and custody of the management and operations of the Corporate Debtor from May 02, 2019. Subsequently, the committee of creditors (”CoC*) of the Corporate Debtor pumuant to its meeting held on May 30, 2019 resolved, with requisite voting share, to replace the existing interim resolution professional, i.e. Mr. Pardeep Kumar Sethi with Mr. Anish Niranjan Nanavaty as the resolution professional for the Corporate Debtor in accordance with Section 22(2) of the Code. Subsequently, upon application by the CoC in terms of Section 22(3) of the Code, the NCLT appointed Mr. Anish Niranjan Nanavaty as the resolution professional for the Corporate Debtor ( RP") vide its order dated June 21, 2019, which was published on June 28, 2019 on the website of the NCLT. Accordingly, the IRP handed over the matters pertaining to the affairs of the Corporate Debtor tO the RP as on June 28, 2019 who assumed the powers of the board of directors of the Corporate Debtor and the responsibility of conducting the CIRP of the Corporate Debtor.
Further, pursuant to the meeting of the CoC of the Corporate Debtor dated March 2, 2020, a resolution plan, submitted by a resolution applicant in respect of the Corporate Debtor, has been approved by the CoC. The application under Section 31 of the Code filed by the RP for approval of resolution plan was last heard on October 5, 2023, where the NCLT indicated that since the issues inter alia pertaining to spectrum has remained pending before the Hon'ble Supreme Court of India for a while now, it would adjourn the plan approval IA sine die with liberty to the applicant/ RP to mention the same.
An application (IA No. 383 of 2023) has been filed by a resolution applicant before NGLT for substitution of resolution applicant in the resolution plan submitted in respect of RCOM. On September 7, 2023, the matter was heard at length by the NCLT, and application has been allowed vide order dated December 12, 2023.
A similar application (IA No. 749 of 2023) has been filed in Reliance Telecom Limited (”RTL") as well, wherein NCLT vide order August 22, 2023 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. However, the status of the said IA was inadvertently reflecting as disposed creating difficulties in filing of the compliance affidavit. The RP had been attempting to liaison with the registry in this regard and also mentioned the matter multiple
Registered Office:Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 7t0 CIN No.: L45309MH2004PLC147531
meri?ñn«e
times to seek correction in its status. On December 19, 2024, the NCLT was pleased to direct the matter to be listed on January 21, 2025 for filing of the affidavit and passing of necessary orders by the NCLT. On January 21, 2025, in view of the submissions, the Bench was pleased to reserve the matter for orders. By order dated January 21, 2025, NCLT has dismissed the IA filed by UV Asset Reconstruction Company Limited ("UVARCL"). An appeal bearing Company Appeal (AT) (Insolvency) No. 422 of 2025 has been filed by UVARCL before NCLAT The same was listed on April 16, 2025 where the Bench passed directions to the Respondents to file their reply and posted the matter on May 14, 2025 The Bench also remarked that UVARCL was free to approach the Bench for appropriate directions in the event that a liquidation application was filed in the meanwhile. On May 14, 2025, the counsel appearing on behalf of UVARCL gave a brief background to the matter. The counsel appearing on behalf of the CoC indicated that they had no objection if the substitution was allowed and sought time to file a reply. The Hon'ble Court directed the CoC to file its reply in two weeks and granted two weeks thereafter for rejoinder. The matter is now listed on July 09. 2025. Further, pursuant to the discussions with the CoC members, the RP has filed an application before Hon'ble NCLT seeking necessary clarifications/ appropriate directions on the way ahead in the CIRP of RTL.
With respect to the consolidated financial results for the quarter and year ended March 31, 2025, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:
(i The RP has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie against the RP in terms of Section 233 of the Code;
No statement, fact, information (whether current or historical) or opinion contained herein should be construed as a representation or warranty, express or implied, of the RP including, his authorized representatives and advisors;
The RP, in review of the consolidated financial results and while signing these consolidated financial results, has relied upon the assistance provided by the directors of the Corporate Debtor, and certifications, representations and statements made by the directors of the Corporate Debtor, in relation to these consolidated financial results. The consolidated financial results of the Corporate Debtor for the quarter and year ended March 31, 2025 have been taken on record by the RP solely on the basis of and relying on the aforesaid certifications, representations and statements of the aforesaid directors and the erstwhile management of the Corporate Debtor. For all such information and data, the RP has assumed that such information and data are in conformity with the Companies Act, 2013 and other applicable laws with respect to the preparation of the consolidated financial results and that they give true and fair view of the position of the Corporate Debtor as of the dates and period indicated therein. Accordingly, the RP is not making any representations regarding accuracy, veracity or completeness of the data or information in the consolidated financial results.
In terms of the provisions of the Code, the RP is required to undertake a review to determine avoidance transactions. Such review has been completed and the RP has filed the necessary applications with the adjudicating authority. Certain applications have been dismissed and pending applications remain subject to the directions of the adjudicating authority.
Registered Office:
Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MhI2004PLC147g31
meLi?ñuce
Figures of the previous period / year have been regrouped and reclassified, wherever required.
During the quarter ended June 30, 2019, the CIRP in respect of the Corporate Debtor and its subsidiaries; Reliance Telecom Limited (RTL) and Reliance Infratel Limited (RITL ceased to be a subsidiary w.e.I December 22, 2022) was re-commenced, and interim resolution professionals had been appointed in respect of the aforesaid companies. Subsequently, appointment of Mr. Anish Niranjan Nanavaty as the Resolution Professional (RP) of the Corporate Debtor and its subsidiaries was confirmed by the NCLT vide its order dated June 21, 2019 which was published on June 28, 2019 on the NCLT's website.
Further, during the year ended March 31, 2020, Reliance Communications Infrastructure Limited (RCIL), a wholly owned subsidiary of the Corporate Debtor, had also been admitted by NCLT for resolution process under the Code and Mr. Anish Niranjan Nanavaty was appointed as the Resolution Professional of RCIL vide its order dated September 25, 2019 In the meeting held on August 05, 2021, the CoC with requisite majority approved the resolution plan submitted by Reliance Projects & Property Management Services Limited in respect of RCIL, and in accordance with the Sec 30(6) of the Insolvency and Bankruptcy Code, 2016, on August 31, 2021, the plan was submitted to Hon'ble NCLT for its due consideration and approval. The plan approval application was heard on October 17, 2023, and has been allowed by the Hon'ble NCLT Mumbai vide its order dated December 19, 2023, thereby approving the resolution plan submitted in respect of RCIL under Section 31 of the Code. The resolution plan of RCIL is currently under implementation and RCIL is under the management of the monitoring committee constituted in terms of the provisions of its resolution plan.
4, Pursuant to strategic transformation programme, as a part of asset monetization and resolution plan of the Corporate Debtor, the Corporate Debtor and its subsidiary companies - RTL and RITL (ceased to be a subsidiary w.e.f December 22, 2022), with the permission of and on the basis of suggestions of the lenders, had entered into a master agreement dated 28 December, 2017 with Reliance Jio Infocomm Limited (RJio) for monetization of certain specified assets, including /Wireless Spectrum, Towers, Optical Fibre and Media Convergence Nodes (MCNs). The relevant Reliance entities and RJIO have entered into separate transfer agreements for the sale of the aforesaid assets. Vide a termination agreement dated 18 March, 2019, the asset transfer agreements were terminated by mutual consent on account of various factors and developments as recorded in the termination agreement, excluding fhe escrow agreement and certain provisions of the master agreement from the ambit of the termination.
On completion of the corporate insolvency resolution process, the Group will carry out a comprehensive review of all the assets including investments, balances lying in Goods and Service Tax, liabilities and impairment of goodwill on consolidation and accordingly provide for impairment of assets and write back of liabilities, if any. The Auditors have drawn qualification in this regard in their Audit report for the quarter and year ended March 31, 2025.
The Corporate Debtor had filed applications with the DoT for migration of various telecom licenses [Universal Access Service License (UASL), National Long Distance (NLD) and International Long Distance (ILD) licenses] to the Unified License regime (UL) on October 25, 2020 (17 of which were supposed to expire on July 19, 2021) On June 15, 2021, the DoT has issued a letter to the Corporate Debtor requiring payments of various categories of certain amounts such as 10% of the AGR dues, deferred spectrum installments falling due within the CIRP period, etc. against the telecom licenses,
Registered Office:
Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowtedge City, Navi Mumbai - 400 710 CIN No : L45309MH2004PLC147531
meri??uce
stating such dues to be in the nature of “current dues" and prescribing such payment as a pre-COhdition to the consideration/processing of the migration applications ("DoT Letter"). On June 25, 2021, the Corporate Debtor has issued a letter to DoT clarifying that the various categories of dues stipulated by the DoT are not in the nature of the "current dues" and are to be resolved within the framework of the Code (being dues that pertain to the period prior to May 7, 2019) and/ or are not payable at present, and requesting that making payments against the said dues should not be mandated as a pre-condition for further processing of the migration applications filed by the Corporate Debtor.
In light of the urgency of the matter, the RP had filed an application before the NCLT in both RCOM and RTL praying that the DoT inter alia be restrained from taking any aclion which may interfere with the continued holding of the telecom spectrum of the Corporate Debtor. The NCLT had adjourned the matter following which the RP had thereafter filed a writ petition in the Delhi High Court seeking issuance of an appropriate writ, order or direction in the nature of mandamus directing the DoT to migrate the telecom licenses to UL without the insistence on the payment of the dues set out in DoT Letter. The Delhi High Coun, on July 19, 2021, passed an interim order that "fi// the next date, the respondent is directed to not take any coercive action against the petitioner for withdrawal of the te/ecom spectrum granted Io the petitioner in respect of 18 service areas, as also to permit Ihe petitioner to continue providing Ie/ecom services in I/te 18 sem'ice areas which are subject matters of the present petition.“ On July 20, 2021, the writ petition hearing concluded and order was passed by the Delhi High Court permitting the withdrawal of the writ petition with direction that the issue on “current dues” should be decided by the NCLT and extending the protection under the July 19, 2021 order by further 10 days.
In view of the aforesaid, the NCLT was apprised of the order of the Delhi High Court and the NCLT has, as an interim measure, extended the ad interim protection granted by the Delhi High Court until the next date of hearing. Further, on August 12, 2021, the NCLT has directed that the interim orders shall continue untii the next date of hearing. The issue under consideration by the NCLT relates to whether the dues being claimed by DoT in its letter of June 15, 2021 for the purposes of processing the license renewal/ migration appiications of the Corporate Debtor are in the nature of “current dues" (within the meaning of the Explanation to Section 14(1) of the Code) and therefore, payable during the CIRP period. The application was listed on various occasions before the NCLT; however effective hearing did not tahe place due to paucity of time. Matter was listed on August 08, 2023 and the matter was adjourned on next several dates and the next date of hearing is June 09, 2025.
Simultaneously, a petition has been filed before the Telecom Disputes Settlement and Appellate Tribunal ("TDSAT”) bearing T.P. No. 31 of 2021 seeking directions for migration of the telecom licenses, in view of the Guidelines for Grant of Unified License dated March 28, 2016 issued by the DoT, not prescribing pre-condition for any payment to be made prior to the migration of the telecom licenses. The TDSAT, on September 23, 2021, has directed that "The interim arrangement snail be considered further after receipt of the order of NCLT. However, tilt then let the status qoo be maintained in terms of initial order of Delhi High Court passed on 19.7.2021 which has continued thereafter by further order of the High Court followed by orders of NCL.T.” On March 15, 2022, the TDSAT granted time for filing rejoinder and continued the interim order dated September 23, 2021. On July 29, 2024 where the counsels apprised the TDSAT that matter is still pending in NCLT. The matter was last listed on May 2, 2025 and now has been adjourned to September 26, 2025.
Fjrther, an application for Jammu and Kashmir Circle for RCOM was filed with DOT for migration of UASL license to UL license on April 19, 2023, which expired on September 05, 2024. This license
Registered OffiCe:
Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN Io : L45309MH2004PLC147631
was not included in the above petition and accordingly, another petition bearing T P No 44 of 2024 was filed before the Hon'ble TDSAT seeking similar directions for Jammu and Kashmir circle. An interfm Order dated September TO, 20Zq has been issued in this matrer in favour of RCOM directing DOT to not take any coercive actiDn against RCOM. and continuing RCOM's United Access Service License till the next date of hearing. The matter is now listed on September 26, 2025.
Similarly, in the case of RTL, in one of the circles where the UASL license was due to expire on September 26, 2021, an application had been filed with DoT on July 16, 2021 for migration of UASL to UL wherein the DoT has sought tor payment of certain dues as “current dues“ (being dues that pertain to the period prior to May 7, 2019 and are not payable at present) as a pre-condition for consideration of the application The RP has filed an application in the NCLT and a petition before the TDSAT bearing T.P No. 39 Df 2021 in this regard (which matters are heard together with the RCOM license migration matters). On September 23, 2021, the TDSAT has directed that “Since he matters are similar in nature, in the if?teresf ofjosf/ca end uniformity the infe/im order o/ status quo as operating in TP No. 31 of 2021 shall operate in this matter also till the next date. /f will be in the interest ofpetitioner to eKpedite the proceeding pending before the NCLT and try its best to produce the orderfi passed by tial Tribunal by the next date." On March 15, 2022, the DoT had been granted 6 weaks' lime by 7DSAT to file the reply, and rejoinder was to be filed before the next date of hearing. The TDSAT further directed that the interim order passed by the TDSAT vide order dated September 23, 2021 shall stand continuing to be operative during the pendency of the petitions. On July 29, 2024 where the counsels apprised the TDSAT that matter is still pending in NCLT. The matter was last listed on May 2, 2025 and now has been adjourned to September 26, 2025.
Further, Telecom Petition No. 9 and 10 of 2024 were filed on behalf of RCOM against the impugned demand notices for FY 2015-16 to FY 2023-24 seeking alleged shortfall of license 1ee paid by RCOM. On May 09, 2024, both the 7elecom Petitions were listed before the TDSAT on wlnicln date, TDSAT was pleased to restrain the DoT from encashing the Bank Guarantees (”BGs”) of the Corporate Debtor except to the extent of Rs. 49 crores, which was the amount under challenge in the Telecom Petitions. Aggrieved by the order dated May 09, 2024, the Corporate Debtor filed a Writ Petition under Article 227 of the Constitution of India before the Hon'ble Delhi High Court. Meanwhile BGs to the tune of Ra. 2 crores w'ere encashed by DoT. On May 14, 2024 the Hon'ble Delhi High Court had directed the DoT to not encash the remaining BGs which had not been encashed till May 17, 2024. Further, on May 17, 2024, TDSAT has granted a stay on the encashment of BGs of RGOM by Ihe DoT, until further orders in TDSAT Petitions and the stay continues till the tendency of the petitions and this matter is next listed on September 02, 2025. Pursuant to the order dated May 17, 2024, the Petitioner withdrew its Writ Petition before the Delhi High Court.
Additionally. the RP has also filed another telecom petition bearing T.P. No. 54 of 2024 before the TDSAT challenging the vires of (i) Office Memorandum dated 09.10.2019 and. cii) Office Memorandum dated 18.10.2022 (“impugned Office Memorandums") with respect to adjustment of surplus license fees, issued by the DoT to the extent that they:
Restrict companies undergoing insolvency from claiming surplus adjustment only after Financial Years 2021-22; and
Permit adjustment of surplus payments only after the assessment has been finalised by the DoT.
On August 21, 2024, DoT sought time to file their counter affidavit in the matter. The RP has been permitted to file a rejoinder to the counter aflidavit. This matter was last listed on May 22, 2025, and now listed on September 02, 2025. Considering these developments including, in particular, the RP
Registered Office:Reliance Communications Limited H Block, 1st Floor. Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710
CIN Ns : L4}30gMH2004PLC147531
Reriauce
having taken over the management and control of the Corporate Debtor and its subsidiaries, i.e. RTC and RCIL (with RCIL presently being under the management and control of the monitoring committee constituted in terms of its resolution plan which was approved by the NCLT on December 19, 2023 and the resolution plan implementation being still pending) ("Group") inter alia with the objective of running them as going concerns, the consolidated financial results continue to be prepared on going concern basis. Since the Group continues to
Considering various factors including admission of the Corporate Debtor and its subsidiaries; RTL and RCIL to CIRP under the Code, there are various claims submitted by the operational creditors, the financial creditors, employees and other creditors. The overall obligations and liabilities including obligation for interest on loans and the principal rupee amount in respect of loans including foreign currency denominated loans shall be determined during the CIRP end accounting impact, if any, will be given on completion of CIRP and implementation of the approved resolution plan.
Further, prior to May 15, 2018, the Corporate Debtor and its said subsidiaries were under Strategic Debt Restructuring (SDR) and asset monetization and debt resolution plan were being worked out. The Corporate Debtor and some of its subsidiaries have not provided Interest of Rs. 1,168 crore and Rs. 4,922 crore calculated based on basic rate of interest as per terms of loan for the quaner and year ended March 31, 2025 respectively and foreign exchange (gain)/loss aggregating to Rs.
(32) crore and Rs 461 crore for the quarter and year ended March 31, 2025 respectively. Had the Group provided Interest and foreign exchange variation, the Loss would have been higher by Rs. 1,136 crore and Rs 5,383 crore for the quarter and year ended March 31, 2025 respectively and Net Worth of the Group as on March 31. 2025 and March 31, 2024 would have been lower by Rs. 39,755 crore and Rs. 34,372 crore respectively. The Auditors have drawn qualification for non-provision of interest and foreign exchange variations in their Audit report for the quarter and year ended March 31, 2025. During the previous years, Interest of Rs. 30,319 crore and foreign exchange loss (net) aggregating to Rs. 4,053 crore were not provided and the Auditors had drawn qualification in their audit reports for the financial years ended March 31, 2018, March 31, 2019, March 31, 2020 March
3 , 2021, March 31, 2022, March 31, 2023 and March 31, 2024.
Assets held for sale including Wireless Spectrum, Towers, Optical Fibres and Media Convergence Nodes (MCNs) continue to be classified as held for sale at the value ascertained at the end of March 31, 2018, along with liabilities, for the reasons referred in Note No. 4 above and disclosed separately as discontinued operations in line with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations"
In this regard it is pertinent to note that the dues pertaining to the spectrum (including entire deferred payments) have been claimed by DoT and the same have been admitted by the RP, and accordingly, the dues shall be dealt with in accordance with provisions of the IBC. In accordance with the aforesaid and admission of deferred spectrum installments as claims, the Corporate Debtor and its subsidiary RTL have not paid the installments.
Registered Office:
Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge Crty, Navi Mumbai - 400 710 GIN No L45309MH2Q}4PLC147531
Recia‹Nce
7 The financial result of d‹sconlinued operations is as under
(Rs in crore)
Quarter Ended | Yeer ended | |||||
3-Mar-26 | 31-Dec-24 | st-Mar-2‹ | 81-Mar-M | 31-liar-z4 | ||
Audited | Unaudt d | Andf d | Audited | Auoited | ||
Tota||noome | 5 | 7 | 9 | 71 | 25 | |
Total Expenses | 267 | 272 | 267 | 1,120 | 987 | |
Profit/ {Loss) before Excoptonaf Item tax | (262) | (265) | (268) | (1,049) | Pw) | |
Exceptional Item | (2. 61) | (2,0ti8) | (1,831) | (8,154) | (6,149) | |
Tax | ||||||
Profit/ (Loss) after tax | (2,423) | {2,323) | (2,080) | (9,203) | (7,111) | |
Z1-Mar-24 | ||||
{2,031} {L0O1J | ||||
investing acts Yes | 3l 64 | |||
Financing Activities | ||||
8. |n casa of two overseas uubadiaries and one domestic subsidiary, a indicates the existence of material uncertainty due fa loss dunng quarter and year ended March 31, 2025. total liabilities exceeding total assets and holding company Reiiance Gommunications Limited is undergoing insolvency proceeding. Further, in case of one other overseas subsidiary, the net worth of the subsidiary company ie ful|y eroded and holding company is undergoing insolvency proceeding who indicates materiel uncertainty to going concern. The above has deen qualified 0y respective Auditors in their Audit reports of these subsidiaries. Further, in caae of one other overseas subsidiary, the Auditor has girun Qualification for fflateriaI Uncertainly on Going Conoern in the Audit report. Also, in respect of a8soc|ates, Auditors have drawn emphasis of matter rela8ng to going concern in their Audit report. The mstter has been referred by the auditors In the' Audit report.
The Hon'ble Supreme Gourl of Inda, vide its order dated October 24,2019had diemiseed the petition filed by tha telecom operators and agreed wart the interpretetion of the Department of Telecommunications (Doc to the definition of Adjusted Gross Revenue (AGR) under the license
On September 01, 2020, the Supreme Court pronounoed the judgement in the AGR matter ("SC Judgement"). It hae framed various questions in respect of companies under Insolvency and in re8pect of such questions, the Court has held that the same should be decided first by the NCLT by a reasoned order within 2 months, and that it hee not gone into the merits in this decision.
The RP of the• Corporate Debtor 8nd Reliance Telecom Limited (RTL) had filed intervention applications b•fore the NCLAT in the appeal filed by the DoT against lhe resolution plan approval s a( tfio Afi et companies fwbeiein the NCLAT was adju&cating on the questions flamed by the Hon'ble Supreme Court in the SC Judgement) The RP had also filed written legsl submissions in this regard with the NCLAT. The Hon'ble NCLAT has pronounced itb judgement dated April 13. 2021
Reeistered Offlca:
Reliance Communtcstions Limited H Bloch, 1st Floor. Dhirubhai Ambani knowledge City. Navi Mumbai - •00 710
CIN No : L45'209MH2004PLC147S31
seeing out its findings on the questions framed in the SC Judgement. The RP has filed appeals in respect of the Corporate Debtor and RTL against the judgement of the NCLAT before the Supreme Coun. On August 2, 2021, the appeals were iisied when the Dench issued notice in the matter and tagged the same with Civil Appeal No 1810 of 2021 (being the appeal filed by the COC of Aircel companies) and also allowed the application seeking permission to file the civil appeal. On February 22, 2022, the Supreme Court granted a period of six weeks to the DoT to file counter affidavit. The matter was listed on May 2, 2022 wherein the SC directed the matter to be tentatively listed in the third week of July 2022. The matter was mentioned on August 5, 2022, for early listing for arguments, but the Supreme Court directed the matter to be listed after eight weeks. The matter was thereafter listed on October 11, 2022, on which date, the Supreme Court directed that the matter be listed after six weeks. Further, the Supreme Court stated that the parties were to file a common compilation post discussion with each other, and file brief written submissions within a period of six weeks. Thereafter, Justice Nazeer J retired and the matter came up for listing before a reconstituted bench comprising Justice V. Ramasubramaniam and Justice Pankaj Mittal on February 21, 2023. However, the matter was not taken up due to paucity of time and was tentatively listed on May 10, 2023. Since the matter was not reflected in the list for May 10, 2023, it was mentioned by the counsel for RP and the Bench directed listing on July 18, 2023.
The matter was listed on July 18, 2023 before a bench comprising Justice Sanjiv Khanna and Justice Bela M Trivedi, and once again it was not taken up due to paucity of time. The matter was mentioned on August 4, 2023 for listing on the shortest possible date and the Bench directed listing on any Tuesday, but no specific date was allotted. The appeals were thereafter listed on September 12, 2023 but could not be heard due to paucity of time. Aircel Monitoring Committee has filed an application seeking sale of right to use spectrum subject to proceeds being kept in escrow account, which shall be subject to outcome of the Supreme Court matter. RCOM and RTL RP has also filed applications seeking similar dispensation for RCOM and RTL as well. Further, DoT was asked to file reply within two weeks to the application filed by Aircel Monitoring Committee (I.A. No. 186218/2023 in Civil Appeal No. 2263/2021) vide order dated September 18, 2023 and the DoT has accordingly filed its reply on October 9, 2023.
The appeals were mentioned before the Hon'ble Supreme Court, on July 10, 2024 and it was requested that the said appeals not be deleted from the cause list of August 02, 2024. Hon'ble Justice Khanna took note of the same and directed that the appeals may not be deleted from cause list dated August 02, 2024. However, on August 02, 2024 all matters listed were adjourned. Accordingly, the appeals were listed on August 20, 2024 before a bench comprising of comprising of J. Sanjiv Khanna and J. Sanjay Kumar. When the appeals were called out, the Bench notified the set of appeals to be listed in the week commencing from September 0z, 2024 for further consideration. The Bench also remarked that the matter be listed before a Bench where one of the judges in the current bench (J. Sanjay Kumar) is not a member.
The appeals were thereafter listed before a bench comprising of Hon'ble Justice Pamidighantam Sri Narasimha and Hon'ble Justice Sandeep Mehta on September 03, 2024. On September 03, 2024, the bench was pleased to admit the captioned appeal alongside the connected appeals and list them for final hearing in the week commencing from October 14, 2024. However, the appeals did not appear in the list in the week commencing from October 14, 2024 and were thereafter listed on October 23, 2024. On October 23, 2024, the bench heard a background of the matter, and a description of key issues involved therein. The bench directed that the matter be listed before it in the week commencing from November 04, 2024. Subsequently, the newly appointed Hon'ble Chief Justice of India passed a notification dated November 16, 2024 vide which it was directed that no
Registered Officer
Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No : L45309MH20D4PLC147531
regular matters shall be taken up for hearing until further orders Thus, as per the directions of the Chief J‹istire of India, the above appeals along with other regular matters were not being listed for hearing for some time.
Upon the recommencement of the listing of regular matters, a letter of urgency dated January 08, 2025 was filed before the Registrar, Supreme Court of India seeking urgent listing of the above appeals. On January 10, 2025, counsel for the RP apprised the Ld. Bench about the urgency in the matters and sought an early listing of the appeals. Accordingly, the matter was listed for further hearing on January 16, 2025. The appeals dd not reach on January 16, 2025 and accordingly the matter was taken up on January 23, 2025. On January 23, 2025, the appeals could not reach as the Bench rose and clarified that the appeals will be rolled over to next Thursday On January 30, 2025, the appeals could not be listed due to paucity of time, the counsel for RP sought for the appeals to be listed high on board. Accordingly, the Bench stated that they shall consider the request arid appeals may be listed on February 06, 2025. On February 06, 2025, the bench did not preside and accordingly the matter was not heard. On February 15, 2025, a letter of urgency was filed and consequently the matter was mentioned on February 17, 2025. The mentioning was allowed and the matter was listed on February 20, 2025. I However, due to paucity of time, the matter could not reach and it was rolled over to next week. Subsequently, the matter did not come up on February 27, 2025, thus, the matter was once again orally mentioned seeking urgent listing, to which Hon'ble Bench remarked that they shall consider the same. The matter was thereafter mentioned again on March 27, 2025, where the Hon'ble Bench passed an order stating that the matter would be taken up in April 2025. On April 22, 2025, it was enquired from the Registry of the Hon'ble Supreme Court regarding the listing of the same, to which the Registry responded that since the matters which had been given a specific date had exceeded the allowed number of matters, the captioned appeal was nat listed on Thursday's list. The matter was mentioned again before the Hon'ble Court and the request was not accommodated. Thereafter, on May 08, 2025, the appeals were mentioned and early listing was sought, however the request could not be accommodated as the Hon'ble Court had a large number of matters and stated that the appeals shall be considered post the summer vacation. Side the older dated May 08, 2025, the appeals now stand listed on July 24, 2025.
The DoT had during the pendency of the various proceedings simultaneously directed Special Audit in relation to the computation of License fee, Spectrum fee, applicable interest and penalties thereon, which is under progress for the financial year 2015-16 onwards. In this regard, the Corporate Debtor had provided for estimated liability aggregating to Rs. 53,420 crore up to the previous year ended March 31, 2024 and has provided additional charge of Rs. 2,161 crore and Rs 8,199 crore during the quarter and year ended March 31, 2025 respectively and shown as exceptional items relating to discontinued operations which may undergo revision based on demands from DoT and/ or any developments in this matter.
Considering various factors including admission of the Corporate Debtor and its subsidiary RTL to resolution process under the Code and the moratorium applicable under Code, discharge of the aforesaid liability will be dealt with in accordance with the Code (subject to orders in the relevant judicial proceedings). This matter has been referred to by the Auditors in their Audit report for the quarter and year ended March 31, 2025.
10 The listed Redeemable Non-Convertible Debentures (NCDs) of the Corporate Debtor aggregating to Rs. 3,750 crore as on March 31, 2025 are secured by way of first pari-passu charge on the whole of the movable properties, plant and equipment and Capital Work in Progress, both present and future, including all insurance contracts relating thereto of the Borrower Group; comprising of the Corporate
Registered Office:Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No : L4530gMH2004PLC147531
oeLi›s‹NCe
Debtor and its subs diary companies namely; Ref‹'ance 'f”elecom Limited (RTLj, Refia in Infratet Lirriited (RITL) 4nd Reliance Communications Infrastructure L m‹ed (RCIL) RlTL's imptementation of resolution plan has been completed and RITL has ceased tO be a subsidiaryd the Company w e I December 22, 2022. RCIL”s resolution plan has been approved by the NCLT Mumbai side order dateo December t9, 2023 and is currently under implementation. Out of the above, in case of NCDs of RS. 7.50 crore, the Corporate Debtor has also assigned Telecom Licenses. by execution of TnPertite Agreement with Department of Telecommunications fDoT). The asset cover in case of lhésa NCDs exceeds 100% of the principal ameunt of the said NCDs.
1 1 Additional details as required in relation to Non-Convertible Debentures {NCUs)
Ntsture of Instruments | 11.20a NCDS | 1 1.25% NCDs | |
Amount outstanding (Rs in crore) | 750 | ||
Previous due date for Principal Repayment and whether paid | 01.03.2019 Unpaid | unpaid | |
Previous due date for payment of Interest | D1.03.2019 | 07.02.2018 | |
Whether Interest wee peia on the aue date | No | No | |
next oue oate ror payment ot tntereei | nor opplicabie | ||
earlier tCRA BB | earlier GARE BB | ||
Due Date for Principal Repayment | Rs. 3,000 more on 01.03.2019 (Unpaid) | ns. ozs crore eacn on 07. 02.2018 and 07.02.2019 {Unpaid) | |
Interest Unpaid up to Starch 31, 2025 (Rs in crore) | 2,687 | 674 |
12. Oabanmm Redemption Reserve (DRR)- Rs S8O crore as on IVlsrch 31, 2025.
43 Figures for the quarter ended March 31, 2025 and March 31, 2024 are balancing figures between the audited figures in respect ol the full financial year and publiehed year to dste figures upto fhe third quarter of the relevant financial years.
The disclosure required as per the provisions of Regulation s2(4) of SEBI {Lieting Obligations and Disclosure Requirements) Regulations. 2015 ie given below:
3t-Mar-25
31-Dec-24
31•Mar•2d
31-Mar-25
31•Mar-24
Audited
Unaudlted
Audited
Audited
Audited
ratio
Debt Service
Coverage Ralio
Interest
Service
Registered Office:
Reliar+ce fiommuni ations Limited H Block, tel floor, Dhirubhai Ambanl Knowledge Crry, Navi Mumbai - 400 710 tlN No., L45309MH2004PLC147531
i ccei'abIe
ra ft u
?rfrrent
Liability rat o
0.91
Tota:! debts to
J ota' Assets
I *0
1 30
1.29
!s
nehio:s
turnover (flays)
?2 1
311
2B7
239
Newcrth
(92,7 3)
{90,316)
{83,430
(92
793)
(83.4?O)
Operating
morgir
{’/ )fContinuing
op=.rationsJ
(3§ 78'
(36
07)
Nel Profit
mary:n (TS)(Cont in ing opei aions)
(64 21 i
{41 30
(43 02)
26
32)
Note wherever the ratios are negative, the some is shown a* Nil (-) FOfmula used fur computation of Ra!os.
Dest Equity Ratio- Debt / Eguit y;
Deb Service Coverage Ratio (DSCR) = Earnings before depreciation, Interest and lax/ i'Interest + Principal ropaymeHty;
Imerest Serx'iñe Coverage Ratio (ISCR) = Earnings befcre 4eprecia•ion , inlerest andLux/ {lnIeres expense
(iv) Current Ratio = urrent Acsâs I C'urrent Li'abifi't‹es
Long terrr. debt t‹› work ing capital = Non Cur renI @ofFQt•zii1g's (iticlridiiJg Current
Maturities ol Non-Earren I Bor rowings) ’ Current AssetS less Current LiabiI.ties
{excluding Current Maturities of Non Curr ent Borrowings)
Bad debts to Acauuns receivable ratio = Bad debts / Average trade reGr•ivabIesCurrent Liubility ratio - Totai CUrrent LiabifitieG / TOtat Liabi.r es
Total Dehts to Tolab Assets = Total Debts Total Assets{ix}
Debtors tur nover = A,verage Trade ' eceivables / (Value of Sales and SerziGes •’ no o'
days lor the per icirt)
Net Worth excludes Capital Reserve, "Ireasury Equity and fixcltangu Fluctuation Peseoe arnout King to Rs 1,325 Crore ThG above Net North .s without considering the impact of !he auali|isaIi0ns given by ihe auciilors in their Lirn*lec ri=,uie'.•rvetort
nec‹/tNce
Operating margin (°A) (Continu ng operations) = EBIT Other income / Vaue of Sale and Services
Net Profit mnrgin (9) (C',onlinuing operations) = Profit /(Loss)afler tax / Value of Sal+s and Service
The' Corporate Debtor and some of its subsidiaries where ascotG are held for sale as per Ind AS 105 accordI^9 Y !eF-Ise agreements are considered to be sbort term in nature and Ind AS 1J6 hes not been applied. The Auditors have drawn qualification in their Audrt report for the quarter arid year ended
March 31, 2025
The C rporate Debtor ›s operating with India Operations, Global Operations and Olhers/ Una|located Segments. Accordingly, segment-wise information has been given. This ie in line with the fequiremenl & Ind AS 108 "Operating Segments"
17, The Corporate Debtor has opted to publi8h consolidated financial results for the financial year 2024-
25. Standalone financial results, for tbe quader and year ended March 31, 202a› can be viewed on the website of the Corporate Debtor. Nalional Stock Exchange of Indie Limited and BSE Limited at https://www.mom, co.ñJ. w+w.nsejndia com and https://www.bseindja.com r•spwtiWy.
18. Additonal information on standalone basis is as follows:
(Rs. In chafe)
Quarter Ended | Year ended | |||||
31-Mar-25 | 31-Dec-24 | st-luar- 34 | st-Mar- 2s | 31-far- 24 | ||
Audited | Unaudlted | Audlted | Audited | Audited | ||
Total Income | 6? | 67 | 72 | 278 | 298 | |
'roflt/(Loas) before tax | (24) | (7y) | (42) | 162) | (1,157) | |
PFoFit/(LoecI oefore tax from Discontinued Operations | (2,088) | (1,606) | (1,795) | /,963) | (5.9 J2) | |
otal Comprehensive | (2,113) | (2,068) | (1,836) | f8,125) | (7,068) | |
16. During an earlier year, Reliance Communications infrastructure Limited (RCIL), a wholly owned eubsidiery of the Corporate Debtor had writen to industrial and Commercial Bank of China, Mumbai branch ("ICBC") requesting for balance confirmation of Rs. 32.79 crore and transfer of the entiro amount lying in fixed deposit account including all interest monies accnJing thereon .up o fhe date of remittance to the deeigneted TRA account of RCIL Tha Auditors and RCI L have not received confirmaton from ICBC and hence. the auditors have drawn qualification in this regard in their Audit report for the quarter and year ended March 31, 202d. An application bearing lA no 1943 of 2020 had been fI1ed before NGLT against 1CBC seeking removal of lien marked by it over the fixed deposit of RCIL tseing Rs 31 crore as on September 30, 2019) and release of amount. The said matter was last listed of October 17, 2023 and thereafter the caid application has been allowed Pic/e order passed by the NCLT Mumbai dated January 2, 2024 ("Impugned Order-). An appeal has been fi|ed by ICBC aegailing the Impugned Order. The Appellant has also filed an application for stay of the 1mpugned Order. The parties have filed their judgement compilation and matter was dieted on April 29,
Registered Office:
Reliance communications Limited H Block, 1+t FIou*, Ohirubhat Ambani Knowledge City. Nav MumDa 4IJ0 /1O CIN I'Jo ’ L4530914H2004PLC147531
nec:it ce
2025hefore the Hon'ble NCLAT for arguments Un Eph1 29, 2025, the Bench did not pres de and the maller was re-notified to April 30. 202a On April 30, 30Z5, the matter' oulcl not be heafd Owing lu paucity of time and was listed on May 22, 2025 On May 22, 2025, the Bench extens yely heard arguments and stated that the matter would be lised fcr further arguments on a further dat0 No next dale has been given yet in the matter
20. During the previous year, pursuant to a letter retrieved by the Cargo rate Debtor on August I T, 2023, aa part of a routine compliance check, from the ofFcâ!' ebete of Netherlands Chamber nf Commune KVA, it has come to is attenten that Reliance Globalcou B.V, The Nethelands. (RGBV} a suUsidiery of FtCOM. has been de-registered from the Trade Register of the Netherlands Chamber of Commerce KVI , with ePect from June 01, 2023. .Accord‹ngiy, nGCV io deconsolideted for the purpose of and as per requirement of Ind AS 110 "CoJso4idated Fin6nrñal Statement". Profit on de-subsBIarisaton induding provision of Rs 22 crore during the previous year ended March 31, 2024 has been shown as Exceptional Items in the consolidated financial results. Further, the overseas subsidiaries of RGBV Continue to be consolidated in the consolidated financial results on a line by line basis.
2t
Trustee”/ "Security Trustee") on November 8, 2022 regarding invocation cmm sale of ple@ed shares Globalcom IDC Limited (“GIDC"). Thereafter. the Company received a notica of invocation of pledge over such shares from Axis Trustee on December 14, 2022.
As a matter of background, it may be noted that Reliance Webstore Limited (“Rw r", a e•t CQmpanyQ is a whcJly owned subsidiary of RCOk] holding T0096 of equity shares in GIDC Accordingly, GIDG was a wholly owned step-down subsidiary of RCOM. Vide facilities agreement dated August 29, 2016, RCOM and RITL had availed a Can facility of Ra. 5£t5 Crora and Rs. 635 Cr re respectively from State Bank of India (“Lender"). Vide share pledge agreement dated September 23, 2016, RWSL had pledged 100R• of its shareholding in GIDG comprising 20,99,994 eouity shares to Azis Trustee (in its capacity as a security trustee for the Lender) for above loan
Owing to defauks in the repayment of the facilities availed by RCOM and RITL, AxI8 -ru9tee flret proceeded to issue a notice for the invocation cum sale of pMged shares on November 9, 2022, ard thereafter, invoked the pledge of December 12. 2022.
On account of said invocation. the parent company does not have any control over the GIDC. Accordingly, during the prsvioue year, GIDC has beer'i de-subsidiarised w.e.f. December 12. 2022 arcl the impact of loss of control (without the value oT share6 invoked) over GIDC amounting to Rs. 1 06 crore was charged to the consol dated financial results as an exceptional item.
The impact of loss of contrd given in the books of account is without the value of shares invoked by the leader. The management will give the effect o the value of invocation of shar.•s wrth the corresponding decrease in &o value of liability on lhe receipt of the said details from the lender. Thia matter Yes been referred to by the Auditors in their Au0it report for The cparter and year ended March 31, 2035.
22. During an earlier year, a subsidiary of the corporate debtor bed entered into a development agreement with a contractor for compledon of Internet Data Centre 5 (IDC 5) building and paid Rs 2*.45 crore for ooropletion of construction of IDC 5 building which has been reflected as Capital
Reliance Communications Limited. H Block, st Floor, DCirubhai Ambani knowledge Crty, Nav Murf bai - 400 7 *0 CIN No : L4?309MH2 •PLC147531
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Advance under other non-current assets in the consolidated financial results, pending verification of invoices and work completion certification
Provision for Income Tax (Normal Tax/Minimum Alternative Tax) has been calculated as per Income tax Act 1961 after adjusting carried forward losses, write off of earlier years' provisions.
It is hereby declared that the Auditors have issued audit reports with qualification on the annual audited consolidated financial result for the year ended March 31, 2025. Impact of the qualification is given in Annexure 1,
The Corporate Debtor has been served with copies of writ petitions filed by Mr. Punit Garg and certain others, being erstwhile directors of the Corporate Debtor and its subsidiaries before the HDn'ble High Court of Delhi, challenging the provisions of the RBI Master Directions on Frauds- Classification and Reporting by commercial banks and select Fls bearing No. RBI/ DBS/ 2016-17/ 28 DBS. CO. CFMC. BC. No. 1/ 23.04.001/ 2016-17 dated July 1, 2016 (“Circular”) and the declaration by certain barks classifying the loan accounts of the Company, RITL, and RTL being fraudulent in terms of the Circular. (RlTL's implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of the Company w.e.f December 22, 2022).
On May 12, 2023, the Hon'ble Oelhi High Court in light of the judgement dated March 27, 2023 pagsed by the Hon'ble Supreme Court in SBI vs. Rajesh Agarwal [2023 SCC OnLine SC 342] has disposed of the said petitions filed by Mr. Punit Garg, setting aside the actions taken against the petitioners under the Circular . The Supreme Court has held that since the Circular does not expressly provide an opportunity of hearing to the borrowers before classifying their account as fraud, audi alteram partem has to be read into the provisions of the directions to save them from the vice of arbitrariness.
It has further been made clear vide the Delhi High Court order, that # any FIR has been lodged, proceedings proceeded thereto will remain unaffected by the said order and that it will be open to concerned banks to proceed in accordance with law in light of the judgement of the Supreme Court.
Further, Mr. Punit Garg has filed another writ petition in Delhi High Court challenging the order of IFCI declaring his account as fraud under the Circular. The matter was last listed on November 14, 2024, however due to unavailability of the Bench, the matter was re-notified to April 8, 2025. On April 8, 2025, the matter could not be taken up and now stands renotified to September 15, 2025.
During the earlier years, certain banks had issued show cause notices to the Corporate Debtor, certain subsidiaries and certain directors seeking reasons as to why the Corporate Debtor and its subsidiaries should not be classified as willful defaulter. Also during the earlier year, in the current year and subsequent to balance sheet date, certain banks have served notice seeking explanation as to why the account of the Corporate Debtor and the subsidiary company RTL and RCIL should not be declared as fraud in terms of applicable Reserve Bank of India (RBI) regulations. During the earlier quarter, the Corporate Debtor and RTL and in the earlier year, RTL had received intimation of order passed by willful defaulter identification committee of certain banks for inclusion of name of RCOM, RTL and its directors / guarantors etc. in credit information companies (CiCs) list of willful defaulters and seeking representation against the said order. Further, during the current year, one of the banks has declared RTL as a willful defaulter During the current year, one of the banks have served a letter intimating that the bank has classified the account of the Corporate Debtor and RTL as fraud as per the applicable R8l regulations The Corporate Debtor and its sttbsidiaries have been responding to said show cause notices and intimations, from time to time. The Corporate Debtor in
Registered Office:
Reliance Communications Limited H Block, 1st Floor. Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No. : L45309MH2004PLC147531
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its response has highlighted that the proceedings and the classification of the Corporate Debtor as a willful defaulter is barred during the prevailing moratorium under section 14 of the Code and protection is available in terms of section 32A of the Code and asserting that accordingiy, no action can be said to lie against the Corporate Debtor for classification as fraud and requested the banks to withdraw the notices. Further, certain banks had issued notices seeking personal hearing by the authorized representative of the Corporate Debtor and its subsidiaries in respect of the aforesaid matter Hearings were attended to and necessary submissions were made in accordance with the submissions made earlier in the responses to the show cause notices
Further, lhe Corporate Deblor and Reliance Telecom Limited (RTL} has received a letter dated August 7, 2023 from one of the banks, vide which the bank has indicated, inter alia, that it has received a forensic audit report dated October 15, 2020 of M/s BDO India LLP wherein certain 'irregularities / anomalies / commissions / omissions' have been pointed out by the forensic auditor. The said letter and report were accordingly tabled at the meeting of the Directors on August 12, 2023. In respect of the same, the bank has sought the views, inter alia, of the erstwhile management of the Corporate Debtor on the said report. The management had expressed that management views had not been sought prior to the issuance of the report. Further to receipt of a copy of the filings made before the Hon'ble Delhi High Court in the aforesaid matter, the Corporate Debtor and RTL had provided information to the forensic auditor during the period from March 2021 to November 2021 and it is not yet ascertained if the report incorporates and has considered such information. RP however has maintained that the Corporate Debtor and RTL is undergoing corporate insolvency resolution process in terms of the Code and the forensic audit report prima facie appears to pertain to the period prior to the corporate insolvency resolution process, the Corporate Debtor and RTL has already responded to the letter that the proceedings and the classification of the Corporate Debtor and RTL as a fraud is barred during the prevailing moratorium under Section 14 of the Code and protection is available in terms of Section 32A of the Code and accordingly, no action should lie against the Corporate Debtor and RTL for classification as fraud and notice against the Corporate Debtor should be withdrawn and the RP, Corporate Debtor and RTL shall have a limited responsibility to only share any information sought from it.
Similar to the letter received on August 7, 2023, Corporate Debtor has also received another letter dated May 7, 2024 from another bank, where the bank has indicated, that with respect to the loan account oT the Corporate Debtor, it has conducted a forensic audit wherein element of fraud is identifiable and before coming to final conclusion basis the forensic audit report dated October 15, 2020, the bank has provided an opportunity to the Corporate Debtor to submit its representation as to why the Corporate Debtor's account should not be classified as 'fraud' in terms of the 'Master Directions on Frauds — Classification and Reporting by Commercial Banks and Select Fls' dated July 1, 2016 issued by Reserve Bank of India. On receipt of the said letter, while the Corporate Debtor has made necessary disclosures to the relevant stock exchange in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Debtor has also issued a response to the letter dated May 7, 2024 maintaining a similar stance (as against the letter dated August 7, 2023) inter alia citing that the Corporate Debtor is undergoing corporate insolvency resolution process in terms ofthe Code and the forensic audit report prima facie appears to pertain to the period prior to the corporate insolvency resolution process and hence any classification of the loan accounts of the Corporate Debtor as a fraud during its ongoing CIRP is barred during the prevailing moratorium under Section 14 of the Code and protection is available in terms of Section 32A of the Code and accordingly, no action should lie against the Corporate Debtor for classification as fraud and notice agai'nst the Corporate Debtor should be withdrawn. Currently, there is no impact of such notices/letter issued from banks, in the consolidated
Registered Office:
Reliance Communications Limited. H BIOck, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710
CIN No.: L4}309MH2004PLC147531
ROr›nxee
financial results. The Auditors have drawn qualification in their Audit report for the quarter and year ended March 31, 2025.
27 During the previous year, on October 16, 2023, the Hon'ble Supreme Court of India had pronounced a judgement regarding the treatment of AGR paid to DoT since July 1999, as capital in nature and not revenue expenditure for the purpose of computation of taxable income in a matter to which the Company is not a party. The Company has applied for renewal of its license as stated in Note 4 above The terms of renewed jicense regime are different from those of the licenses dealt with in the aforesaid judgement. Further, there have been no disallowances in earlier years, by fhe tax authorities, on the AGR payments claimed by the Company as revenue expenditure in its tax filings. In the absence of any claim by the tax authorities against the Company and/ or directions or clarifications from the income tax department in this regard, no adjustments have been made to these consolidated financial results for the quarter and year ended March 31, 2025.
Bonn Investment Inc. ("Bonn*), an US entity and a subsidiary of Reliance Infocomm Inc. (“RII"), USA, a step-down subsidiary of RCOM, held an apartment at 400 W 12th Street #4EF New York, NY 10014 (”Property"). During the previous year, in August 2023, the director of Bonn, sold the Property to a thiid party, without any authorization from or intimation to its shareholders (including RCOM) for a value of USD 8.34 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 were 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 from the sale proceeds of the Property, which is reflected as Advance towards otker Investment (1st Tranche). 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 is part of the sale proceeds of the Property. This entire transaction did not have approval from the shareholders (including RCOM). The Company sent a notice to the director seeking clarification regarding the same but has not received any credible explanation so far. Accordingly, and in view of the above unauthorized and potentially fraudulent actions, the Company has removed the said director from the directorship of all US subsidiaries of RCOM including Bonn on August 21, 2024 and has appointed a new director in her place on the same date (as applicable). The new Director has since been interacting with the removed director and has asked questions on the transactions directly/through counsel but the response from removed director remains elusive. Further, Bonn (through the newly appointed director) is in the process of examining the legal remedies for the actions taken by the said erstwhile director as well as for recovery of the advance against investment given to AZCO. As the director of Bonn is hopeful about the recovery of the advance against investment given to AZCO, no provision has been made in financial statements. Furthermore, Bonn (through the newly appointed director) had also commissioned a digital analysis of the various email correse •dence 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 tinal 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 tsken pursuant to the findings in the report. In particular, this report highlighted the involvement of a director of RCOM
Registered Office:Reliance Communications Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710
CIN NO.: L45309MH2004PLC147531
ReCiaaee
(powers suspended) in authorizing the sale o1 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 vi'de 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 ma 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. . Unaudited financial statements of Bonn have been prepared on a going concern basis and considered for the purpose of consolidated financial results. Tax return for the financial year ended March 31, 2024 has been filed and tax liability of Bonn of USD 546,196 has been paid during the year inclusive of interest and penalties till the date of payment. The Auditors have drawn qualification in this regard in their Audit report for the quarter and year ended Msrch 31, 2025.
During the year, as part of a routine compliance check carried out by the Corporate Oebtor on December 04, 2024, from the official website of Accounting and Corporate Regulatory Authority (ACRA), it has come to its attention that the status of Gateway N+t Trading PTE Limited, Singapore (GNTPL), an overseas step down subsidiary of RCOM, is appearing as struck off under its profile. Accordingly, GNTPL is deconsolidated for the purpose of and as per requirement of Ind AS 110 "Consolidated Financial Statement". Profit on de-subsidiarisation including provision of Rs 6 crore during the year ended March 31, 2025, has been shown as Exceptional Items in the consolidated financial results.
30 During the quarter, as part of a routine compliance check carried out by the Corporate Debtor through Gonsultant on the official website of Uganda Registration Service Bureau and Department of Registrar of Companies and Intellectual Property, Cyprus, it has come to its attention that the status of Anupam Globalsoft (U) Limited and Lagerwoods Investments Limited, Cyprus, both foreign subsidiaries of RCOM are appearing as "struck off" and "dissolved" under their profile respectively. Accordingly, the said companies have been deconsolidated during the quarter for the purpose of and as per requirement of Ind AS 110 "Consolidated Financial Statement". Loss on de-subsidiarisation of Rs 49 crore during the quarter and year ended March 31, 2025, has been shown as Exceptional Items in the consolidated financial results.
During the quarter ended September 30, 2024, RCIL, a wholly owned subsidiary of the Company has sold its investment in the equity shares of its wholly owned subsidiary, Realsoft Cyber Systems Private Limited (Realsoft) to Patrimoine Expo Private Limited (PEPL) including land. This sale took place pursuant to the settlement terms agreed to between the erstwhile CoC of RCfL and PEPL as recorded by the Hon'ble National Company Law Appellate Tribunal in its order dated December 12, 2023. The entire sale consideration being Rs. 61 crore was recei'ved by RCIL from PEPL on September 27, 2024 and shall be utilized in accordance with the terms of the resolution plan approved in respect of RCIL Profit on sale of investments (including retirement of leasehold land) of Rs.45 crore has been shown as an exceptional item under discontinued operations in the consolidated financial results for the year ended March 31, 2025. Further, in accordance with Ind AS 110 "Consolidated Financial Statement", Realsoft is deconsolidated w,e.f September 27, 2024 and Profit
Registered Office:
Relianse Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No : L45309MH2004PLC147531
Reci/tNce
on de-subsidiarization oi Rs 2 crore hos been shown as Exceptionel Items under continuirig operations in the consolidated financlal results during the year endeo amh 31, 20zs.
After eview by tha Audit Committee, the Oirectors of the Corporete Oabtor havo approved the eoove results at thair meeting fraid on May 27, 2025 which was chaired by Mr. Anish Niranjan Nanavaty, Roeolution Professional (’RP’) of the Corporate Debtor and RP took the sarns on record basis recommendation from the directors. The Statutory Auditors have done Audit of the Corieolldated Financial ResuJts for the quarter and year ended ILamb 31, 2025.
ror Reliance Communication-e Limited
Antch Ni njan
vaty
Plaoe: Mumbai Dete: Mey 27, 2025
Reliance ComrñunicetionS Limped. H Block, 1st Floor, Dhlrubhai Amb8ni Knowledge Crty. Navi Mumba - /10 CIN No.. L<>
ROLJx‹Nce
ANNEXURE I
Sta1ement on lmqact of Audit Qualifications ‹fur audil report wilh mod+fied opinion) Sudm#ted along-with Annual Auditecl Financial Results - Consolidated)
Statement on Impact of Audil Qualificalicns for tho Financial Year ended March 31. 2025 lsee Rogulalion 33 / 52 of the SEBI (LODR) (Amendment) R9gU|attD0S. 2016]
I | 9r. No. | ParLlculers | Audked Eigures (as reported befoce ad{ueting for qualifications) (Re in ccore) | Audlted Flgures (audited figuree after acgusting for qualiflcatlone) (Rs in crore) | |
I u•nover / Total incrxne | 381 | ||||
2 | I otal Expenditure | 532 | |||
3 | exceptional hems | (41) | (41 } | ||
3 | Net Proflt/(Lose) efter exceptional items | (182) | |||
4 | feet Profit/ (Loss) frorri oisantinued OperaSons after exceptional item | (8203) | (14.586) | ||
5 | E”MT808 e° *h ^ | (Z4.09) | (53.82) | ||
6 | TotoAeeea | @.425 | 36,425 | ||
7 | Total Liabilit s | 1,27,925 | t ,67,680 | ||
B | Net worm | {91,490) | (1,31,24fi) | ||
0 | Any other financial rtern(•) lbs left appropriate by the management› | ||||
I1 | Audit | Oualmcat o death audjt quaIrf+cauon separatelyj: | |||
e. | Delailb of Audit Oualñcation: | Non Ptovison at InoroBt and Foreign Exchange vartaion {Refer Note Mo. 5) | |||
b. | Type of Audi Qualificatien : Qualified Opinion / Discl8imer of Opinion / Adverse Opinon | Qualifk°d Opinion | |||
c. | Frequency of qualification: Whether appeared first time / repetitive / since how long oontinuing | Eighth Time | |||
d. | For Audit Ouallfication(s) where the impact is quantified by the auditor, Management's Views: | Impact is not ascerta›nable as the Cempeny s under IBC and CIR process initiaBd | |||
e. | For4ud/t Q sf/fwhere the impact o eat quantified by tho auditor: | fi) Jmpaiimant rav/ew of tangible and intangible essets, assets held for safe, investments, balmce lying in Goods and Servk>a Tax, liabilities and Impairment of goodwill on Consolidation (Refer sae No 4), Lease (Rafer Note No. 15) (ii) Quolfiication on O0ing Concern in some of 6ubaidiaries (Refer Note No. 4 & 8) (iii) Qualification on w1ffuI defaulter & Fraud {Refer Note No. 26 & 28) | |||
(i) Management's estimation on the impact of e a•i qualificaton. | ‹mpact 1s not aecerlainable as the Company 9 under IBC and Cl R process initiated | ||||
Regietere-d Offica:
Rellanca Cornmunisations Limited H Bloch, 16£ Floor. Dhirubhai Ambani Knowledge Crty, Navi Mumbai - 400 710 CAT Pa. L45309fdFI20D4PLC14753"
(i If management Is unable to estimate the impact, reesona for the same:
(iii) Audiors’ Comments on (I) or (i) abode
Impact 1s nod ascertsiabie as the Company is undar IBC and CIR process initiated
Re e Ba
zd with relee nt n*n
*i t e
h dit ”
Consolidated financial results, the same is eelf
explanatoy
III Signatories
May 27, 2025
Date
Mumbei
Place
I igar T. Shah
Membership to. I G185
statutory Auditor
•
Giivasan Gopalan
Ghief Financial Officer
Grace Thomas
Director
DIN: 07079566
Anish Niranjan hlanavaty
Resolution Professional
1'or Pathak H. O. & Associate LkP
Firm Registtation lJo. 10778a W/W i 00593
Ftegietered Offtce:
Reliance Communiestions Limited I4 Bloc. 1st Fbor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN ^o.. L45306MH2004PLC147fi31