Reliance Communications Limited Dhirubhai Ambani Knowledge City

Reliance Communications Limited Tel : +91 022 3038 6286 Dhirubhai Ambani Knowledge City Fax: +91 022 3037 6622 Navi Mumbai - 400 710, India www.rcom.co.in

May 27, 2019

The General Manager The Manager Corporate Relationship Department National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, C/1, Block G Phiroze Jeejeebhoy Towers Bandra - Kurla Complex, Dalal Street, Fort, Bandra (East) Mumbai 400 001 Mumbai 400 051 Fax No.: 2272 2037/39/41/61/3121/3719 Fax No.: 2659 8237 / 38 BSE Scrip Code: 532712 NSE Symbol: RCOM

Dear Sir,

Sub: Certificate from Debenture trustee

Further to our letter dated May 21, 2019 and in terms of Regulation 52(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose a certificate from debenture trustee viz. Axis Trustee Services Limited for the year ended 31st March 2019.

We request you to inform your members accordingly

Thanking You,

Yours Faithfully For Reliance Communications Limited

Prakash Shenoy Company Secretary

Encl: as above

Registered Office: Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MH2004PLC147531

•

Reliance Communications Limited Tel: +91 02230386286 Dhirubhai Ambani Knowledge City Fax: +91 022 3037 6622 ReLI£.Nce Navi Mumbai - 400710, India www.rcom.co.in

May 27, 2019

The General Manager The Manager Corporate Relationship Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, Phiroze Jeejeeboy Towers Plot No. C/1, G Block Dalal Street, Bandra Kurla Complex, Bandra (E) Mumbai- 400 001 Mumbai - 400051 BSE Scrip Code: 532712 NSE Symbol: RCOM

Dear Sirs,

Sub: Statement of Audited Financial Results for the quarter and financial year ended March 31, 2019

Further to our letter dated May 21, 2019, we hereby inform you that the Interim Resolution Professional today i.e. May 27, 2019 has, inter alia, considered and approved the Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2019.

11 In terms of Regulation 33 of SEBI"(Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations), we enclose the following:

a. Audited Financial Results (Standalone and Consolidated) for the quarter and year ended March 31, 2019. b. Auditors' Report on the Audited Standalone & Consolidated Financial Results. c. Statement showing impact of audit qualifications in specified format. Such process of consideration and approval of results started at5" '30~~ concluded at 9· Oel ~ IY\ .

We request you to inform your members accordingly.

Yours faithfully, For Reliance Communications Limited I. , jJov---=---..- . .~ Kumar Sethi Interim Resolution Professional Reg. No. IBBI/IPA-001/IP-P00711/2017·2018/11265 21-23 TV Industrial Estate 248-A, SK Ahire Marg, Worli Mumbai - 400030 Ene!.: as above (Reliance Communications Limited is under Corporate Insolvency Resolution Process pursuant to the provisions ofthe Insolvency and Bankruptcy Code, 2016. Its ajJqirs, business and assets are being managed by the Interim Resolution Professional, Mr. Pardeep Kumar Sethi, appointed by Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai, vide order dated 18th May, 2018)

Registered Office: Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 (':11\11\1,.., .I .de;:~nafil1l-1?nn.dDI r.1.47&\':1.1 •

Pathal~ H.D. &Associates " Chartered Accountants

To The Interim Resolntion Professional (IRP) Reliance Commnnications Limited

Independent Auditor's Report on the Standalone Financial Results

I. The Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an Insolvency and bankruptcy petition filed by an operational creditor against Reliance Communications Limited ("the Company") vide it's order dated May 15,2018 and appointed Mr. Pardeep Kumar Sethi to act as Interim Resolution Professional (IRP) with direction to initiate appropriate action contemplated wilb extant provisions oflbe Insolvency and Bankruptcy Code, 2016 (''the Code") and olber related rules. However, The National Company Law Appellate Tribunal (''NCLAT'') by an order dated May 30, 2018 stayed lbe order passed by NCLT. Subsequently, by order dated April 30, 2019, lbe NCLAT allowed stay on Corporate Insolvency Resolution (CIR) process to be vacated and directed lbe NCLT to pass necessary orders on May 7, 2019. On lbe basis of the orders of the NCLAT Mr. Pardeep Kumar Selbi in his capacity as IRP has taken control and custody of the management and operations ofthe Company from May 02, 2019.

2. As per Regulation 33 and Regulation 52 read wilb Regulation 63(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, lbe standalone financial results of lbe Company submitted to the stock exchang~ shall be signed by lbe Chairperson or Managing Director or Whole Time Director or in absence ofall oflbem, it shall be signed by any Director ofthe Company who is duly authorized by lbe Board of Directors to sign lbe standalone [mancial results, In view of the ongoing Corporate Insolvency Resolution Process (CIRP), lbe power oflbe board is vested wilb IRP, the standalone financial results has been signed by Mr. Pardeep Kumar Sethi in his capacity as the IRP oflbe Company w.e.f. May 02, 2019 as per lbe provisions of lbe Code.

3. We have audited the standalone [mancial results of Reliance Communications Limited ('lbe Company') for lbe quarter and year ended March 31, 2019 ('lbe Statement') attached herewilb, being submitted by lbe Company pursuant to the requirement of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read wilb relevant circulars issued by lbe SEBI. Attention is drawn to lbe fact lbat lbe figures for quarter ended March 31, 2019 and corresponding quarter ended in previous year as reported in lbese financial results are the balancing figures between audited figures in respect oflbe full financial year and published year- to- date figures up to lbe end ofthe lbird quarter ofthe current and previous financial year respectively. Also the figures up to the end of lbe lbird quarter for lbe current and previous [mancial year had only been reviewed and not subjected to audit.

Management's Responsibility for the Standaloue Financial Statements

4. The Statement has been prepared on the basis of the annual standalone Ind AS Financial Statements which is lbe responsibility of Company's management and has been approved by lbe lRP in lbeir meeting held on May 27,2019. The Statement has been prepared in accordance wilb the recognition and measurement principles laid down in Indian Accounting Standards (Ind AS) prescribed under section 133 oflbe Companies Act, 2013 ('lbe Act') read wilb relevant rules issued lbereunder and olber accounting principles generally accepted in India and other recognized accounting practices and policies and in compliance with Regulation 33 and Regulation 52 read wilb Regulation 63(2) oflbe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read . relevant circulars issued by SEBI...... +-".I'l.&J1,e. ~.J °el '" '!.. if" MU BAt '"c:: ~ ~ .~ ~ ~ Head Office: 814-815. Tulsiani Chambers, 212. Nariman Point, ~umbai - 400 021. India. Tel.: + 91 2230 '" 23022 8509. URL: www.phd.ind.in •

Pathal~ H.D. &:Associates Chartered Accountants

Independent Anditor's Report on the Standalone Financial results (Continued)

Auditor's Responsibility

5. Our responsibility is to express an opinion on the Statement based on our audit of the annual Standalone Ind AS Financial Statements. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in financial results. An audit also includes assessing the accounting principles used and significant estimates made by the management. We believe that our audit provides reasonable basis for our opinion.

Basis for Qualified Opinion

6. (a) We draw attention to Note 2 & 10 of the Statement regarding, "Assets Held for Sale (AHS)" including Spectrum acquired on Deferred Payment Basis, being carried at the value determined in Financial Year 2017-18, pursuant to the Defmitive Binding Agreement (DBA) dated December 28, 2017 & August 11, 2018 for monetization of assets of the Company and two of its subsidiaries namely Reliance lnfratel Ltd (R1TL) & Reliance Telecom Ltd. (RTL) with Reliance Jio lnfocomm Ltd. As the said agreement has been terminated on mutual consent on March 18,2019 fair value of AHS at the reporting date hasn'tibeen ascertained. Further, the Company has defaulted in payment of spectrum installments due to Department of Telecom (DOT), the ultimate realisability of AHS is presently not ascertainable. Non determination offair value on the reporting date is not in compliance with Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations". Accordingly, we are unable to comment on the consequential impact, ifany, on the Statement.

(b) We draw attention to Note 3 of the Statement regarding commencement of C1RP and various claims submitted by the OperationaVfinanciaV other creditors and employees and pending reconciliation and determination of final obligation during CIR Process, \the Company has not provided interest on borrowings amounting to Rs. 1,063 Crore & Rs. 3,907 Crore respectively for the quarter and year ended March 31, 2019 and Rs. 3,055 Crore for the previous year as per the terms of the borrowings. Also ,the Company has not credited! provided foreign exchange variance (gain)! loss amounting to Rs. (275) Crore and Rs.803 Crore respectively for the quarter and year ended March 31, 2019. Had such interest and foreign exchange variation (gain)! loss as mentioned above been provided, the reported (loss) ! profit for the quarter and year ended March 31, 2019 would have been Rs.(4,370) Crore & Rs.(l,863) Crore respectively and total Equity of the Company would have been Rs. 4,621 Crore . Non provision of Bank interest is not in compliance with lnd AS 23 "Borrowing Costs" and non-recognition of foreign exchange variation (gain)lloss is not in compliance with lnd AS 21 "The Effects ofChanges in Foreign Exchange Rates".

(c) We draw attention to Note 2 & 10 ofthe Statement, regarding the pending impairment review by the Company of it's tangible & intangible assets, capital work in progress, investments, other financial and non-financial assets as at March 31, 2019, hence no provision in the books of account has been made by the Company. In the absence ofassessment ofimpairment by the Company, we are unable to comment on the recoverable amount with regard to said items.

., 2

Continuation sheet... •

Pathal< H.D. &Associates " Chartered Accountants

Independent Anditor's Report on the Standalone Financial results (Continued)

Qualified Opiuion

7. In our opioion and to the best ofour ioformation and accordiog to the explanations given to us, except for the possible effects ofthe matters described io Basis for Qualified Opioion section in paragraph 6 ofour report, the Statement-

a. is presented io accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listiog Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circulars issued by SEBI and

b. Gives a true and fair view io conformity with the aforesaid Ind AS and other accountiog principles generally accepted io India of the net profit, total comprehensive iocome and other financial information for the quarter and year ended March 31, 2019.

Material Uncertainty Relating to Going Concern

8. We draw attention to Note 2 of the Statement regarding termination ofdefinitive bindiog agreement for monetization of assets of th~ Company and two of its subsidiaries namely RTL & RITL and NCLAT order dated April 30, 2Q19 vacating its order dated May 30, 2018 regarding stayiog NCLT order dated May 15,2018 admitting the Company under !BC, 2016. The Company continues to iocur losses and it's current liabilities exceed current assets, it's wireless operations have been suspended and there is considerable decline in the level of wire line operations. Further, the Company has defaulted in repayment of its borrowiogs, installments dues related to Spectrum and payment of statutory dues.

These events raise significant doubt on the ability ofthe Company to continue as a "Going Concern". These events or conditions, along with other matters indicate that a materi",l uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. '

Our opinion is not modified in respect ofthe above matter.

For Pathak H.D. & Associates Chartered Accountants Firm's Registration No: 107783W rl~~ I

Parimal Kumar Jha Partner Membership No: 124262

Place: Mumbai Date: May 27, 2019

Continuation sheet". •

Reliance Communications Limited website: www.rcom.co.in Regd. Office: H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400710 CIN - L45309MH2004 PLC147531 Audited Financial Results (Standalone) for the quarter and year ended March 31, 2019 (~in Crore) Quarter ended Year ended Sr. Particulars 31-Mar-19 31-Dec-18 31-Mar-18 31-Mar-19 31-Mar-18 No. Audited Unaudited Audited Audited Audited 1 Income (a) Revenue from Operations 300 341 407 1,379 2,231 (b) Other Income 61 86 (c) Total Income [(a) + (b) ) 361 341 407 1,465 2,231 2 Expenses (a) Access Charges, Licence Fees and Network Expenses 78 241 278 901 1,631 (b) Employee Benefits Expenses 64 24 8 105 28 (e) Finance Costs (d) Depreciation, Amortisation and Provision for Impairment 111 55 51 277 200 (e) Sales and General Administration Expenses 218 99 95 489 308 (I) Total Expenses [ (a) to (e) ) 471 419 432 1,772 2,167 3 Profitf (Loss) before Exceptional Items and Tax (110) (78) (25) (307) 64 [1 (c) - 2 (I)) 4 Exceptional Items (Refer Note 9) 8,964 5 Profit I (Loss) before Tax [ 3 + 4) (110) (78) (25) 8,657 64 6 Tax Expenses ~

(a) Current Tax A (b) Short/(Excess) provision of earlier years (c) Deferred Tax Chargel (Credit) 1,470 30 3,558 (d) Tax Expenses (net) [ (a) to (c) I 1,470 - 30 3,558 7 Profitl (Loss) after Tax [5 - 6 (d) ) (1,580) (78) (55) 5,099 63 8 Profit! (Loss) before Tax and Exceptional Item from (235) (58) 704 (485) (2,978) Discontinued Operations 9 Exceptional Items from Discontinued Operations (Refer Note 10) Provision for Impairment of Assets I Diminution in the value 1,767 6,955 1,767 6,955 of Investments 10 Profit! (Loss) before Tax from Discontinued Operations [ 8-9 ] (2,002) (58) (6~251) (2,252) (9,933) 11 Tax Expenses of Discontinued Operations 580 12 Profitl (Loss) after Tax from Discontinued Operations (2,002) (58) (6,831) (2,252) (9,933) I r10-111 13 Other Comprehensive Incomel (Expense) for the period 3 3 14 Total Comprehensive Income I (loss) for the period (3,582) (136) (6,883) 2,847 (9,867) [7+12+13) 15 Earnings per Share (EPS) Basic and Diluted (Rs.) (before exceptional items) (a) Continuing Operations (5.76) (0.28) (0.20) (6.48) 0,24 (b) Discontinued Operations (0.86) (0.21) 0.45 (1.77) (11.53) (c) Continuing Operations and Discontinued Operations (6,62) (0.49) 0.26 (8,25) (11.29) (after exceptional items) (a) Continuing Operations (5.76) (0.28) (0.20) 18.58 0.24 (b) Discontinued Operations (7.30) (0.21) (24.89) (8.21) (38.46) (c) Continuing Operations and Discontinued Operations (13,06) (0.49) (25,09) 10.37 (38.22) 16 Paid~up Equity Share Capital (Face Value of Rs. 5 each) 1,383 1,383 1,383 1,383 1,383 17 Debt Equity Ratio (Refer Note 14) 3.25 3,85 18 Debt Service Coverage Ratio (DSCR) (Refer Note 14) 19 Interest Service Coverage Ratio (ISCR) (Refer Note 14) ,- •

Standalone Statement of Assets and Liabilities (f in Crore) As at As at Particulars 31-Mar-19 31-Mar-18 Audited Audited A ASSETS 1 Non-Current Assets (a) Property, Plant and Equipment 1,645 2,126 (b) Capital Work in Progress 98 160 (c) Intangible Assets 24 104 (d) Investment in Subsidiaries and Associates 22,524 13,559 (e) Financial Assets (i) Other Financial Assets 2 11 (I) Income Tax Asset (net) 181 197 (g) Deferred Tax Asset (net) - 3,558 (h) Other Non Current Assets 932 956 Sub-total Non-Current Assets 25,406 20,671 2 Current Assets (a) Inventories 61 64 (b) Financial Assets (i) Investments 4,218 4,225 (il) Trade Receivables 1,527 1,672 (iii) Cash and Cash Equivalents 185 147 (iv) Bank Balances other than (iii) above 40 54 (v) Loans 0 6,528 3,640 (Vi) Other Financial Assets 311 126 (c) Other Current Assets <' 4,075 4,162 (d) Assets Held for Sale 19,731 21,188 Sub-total - Current Assets 36,676 35,278 Total Assets 62,082 55,949 B EQUITY AND LIABILITIES 1 Equity (a) Equity Share Capitai 1,383 1,383 (b) Other Equity , n,003 7,933 Total Equity 12,386 9,316 LIABILITIES 2 Non-Current Liabilities (a) Financial Liabilities (i) Borrowings - 9,359 (b) Other Non-Current Liabilities 83 83 (e) Provisions 22 18 Sub-total Non-Current Liabilities 105 9,460 3 Current Liabilities (a) Financial Liabilities (i) Borrowings 28,335 18,595 (ii) Trade Payables Due to Micro Enterprises & Small Enterprises 30 32 Due to Others 2,700 3,078 (iii) Other Financial Liabilities 12,830 9,257 (b) Other Current Liabilities 446 850 (c) Provisions 1,217 1,219 (d) Liabilities directly related to Assets held for Sale 4,033 4,142 Sub~total ~ Current Liabilities 49,591 37,173 Total Equity and Liabilities 62,082 55,949

f! • #;~~':t ~U\1.6 ~ .~ '" ~'1",'"" /i '" 't'!lE ~C •

Notes

1. Figures of the previous period have been regrouped and reclassified, wherever required.

2. During the quarter, the Board decided that the Company and its subsidiaries; Reliance Telecom Limited (RTL) and Reliance Infratel Limited (RITL) on account of non receipt of 100% approvals and consensus from lenders, (as mentioned by RBI's February 12, 2018 circular) on all important issues, and numerous legal issues at Hon'ble High Court, TDSAT and Hon'ble Supreme Court should seek resolution through the Hon'ble National Company Law Tribunal (NCLT), and accordingly, filed application before the Hon'ble National Company Law Appellate Tribunal (NCLAT) for reinstatement of debt resolution process. Subsequently Hon'ble NCLAT vide its order dated April 30, 2019 vacated the stay and directed the Hon'ble NCLT to pass necessary orders on May 7, 2019. The Hon'ble NCLT recommenced the resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC). As a consequence Interim Resolution Professionals (IRPs), namely Mr. Pardeep Kumar Sethi, for the Company, Ms Mitali Shah for RTL and Mr. Manish Kaneria for RITL, appointed vide Hon'ble NCLT orders dated May 18, 2018, have from May 02, 2019 again taken control and custody of the management and operation of the Company and its said subsidiaries. During the quarter, in compliance of the judgment of the Hon'ble Supr~me Court, payment of ~ 550 crore and interest thereon to Ericsson India Private Limited ~~s been completed. Further, The petition filed before the Hon'ble NCLT under the Companies Act, 2013 (Section 397-398 of the Companies Act, 1956) by the minority shareholders holding 4.26% stake in RITL, stood dismissed as withdrawn pursuant to settlement terms agreed. RITL Minority Shareholders have filed a contempt petition before the Hon'ble NCLAT in relation to non adherence of settlement terms within stipulated time and the matter is pending. , During the quarter, the agreements dated December 28, 2017 and August 11, 2018 entered into between the Company and its subsidiary companies; RTL and RITL witr Reliance Jio Infocomm Limited have been terminated by mutual consent on account of various factors and developments since the execution of the said agreements including interalia non receipt of consents from lenders and permission! approvals from Department of Telecommunication.

On finalisation and implementation of debt resolution process through Hon'ble NCLT, the Company will carry out a comprehensive impairment review of its tangible, intangible assets and Assets held for Sale, investments and other assets including credits relating to Goods and Service Tax and Tax Deducted at source, which the Company is in the process of reconciling. The Auditors have also drawn qualification for recoverability of assets in their Audit Report for the quarter and year ended March 31, 2019.

Considering these developments including, in particular, the IRP having taken over the management and control of the Company and its two subsidiaries inter alia with the objective of running them as going concerns, the financial results con*~e prepared on going concern basis. However, since the Company continues to inc~f~' ~ AS, liabilities exceed current {(if(' ~ .,~ \~ ~ ~ \ fie." i \~~ t-..~ ";:X, ,~~ cc~; \\:;,\,i.!'t;i;;,.~:"~> •

assets and Company has defaulted in repayment of borrowings, payment of regulatory and statutory dues, these events indicate that material uncertainty exists that may cast significant doubt on Company's ability to continue as a going concern. This matter has been referred to by the Auditors in their Audit Report.

3. Considering various factors including admission of the Company to debt resolution process under the IBC with effect from May 15, 2018 and pursuant to the commencement of Corporate Insolvency Resolution (CIR) Process of the Company under Insolvency and Bankruptcy Code, 2016 (IBC), 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 CIR Process. Further, prior to May 15, 2018, the Company was under Strategic Debt Restructuring (SDR) and asset monetization and debt resolution plan was being worked out. The Company has not provided Interest of ~1,063 crore and ~3,907 crore for the quarter and year ended March 31, 2019 respectively and foreign exchange variance aggregating to ~275 crore gain and ~803 crore loss for the quarter and year ended March 31, 2019 respectively. Had the Company provided Interest and foreign exchange variance,,,the Loss would have been higher by ~788 crore and ~4,710

crore for the quarter and year ,-,-ended March 31, 2019 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 31,2019. During the previous year, Interest of ~ 3,055 crore was not provided and the Auditors had drawn qualification in their audit report for the financial year ended March 31,2018.

4. The listed Redeemable Non Convertible Debentures (NCDs) of the pompanyaggregating to ~ 3,750 crore as on March 31, 2019 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 Company and its subsidiary companies namely; Reliance Telecom Limited (RTL), Reliance Infratel Limited (RITL) and Reliance Communications Infrastructure Limited (RCIL). Out of the above, in case of NCDs of ~ 750 crore, the Company has also assigned Telecom Licences, by execution of Tripartite Agreement with Department of Telecommunications (DoT). The asset cover in case of these NCDs exceeds 100% of the principal amount of the said NCDs.

5. Figures for the quarter ended March 31, 2019 and March 31, 2018 are balancing figures between the audited figures in respect of the full financial year and published year to date figures upto the third quarter of the relevant financial years.

6. Net Worth: ~ 10,989 crore, as on March 31, 2019. Includes ~ 5,538 crore created pursuant to the Scheme of Amalgamation approved by Hon'ble High Courts which shall for all regulatory purposes be consolidated to art owned funds of the Company. ,>/>.\).&488", ~ C),. :,,'< 'Y" t:- ~ n. I\HHI I * ~~ ~~ \:'?r, ,,\-$::'i(;f ....~~OAC" " ,.,,,,,;-;::;;;.,;;;.?" •

7. Additional details as required in relation to Non Convertible Debentures (NCDs):

Nature of Instruments 11.20% NCDs 11.25% NCDs

Amount outstanding ('{ in crore) 3,000 750 Previous due date for Principal 07.02.2018 Not Applicable Repayment and whether paid unpaid

Previous due date for payment of 02.03.2019 07.03.2019 Interest

Whether Interest was paid on the due No No date Next due date for payment of interest Not Applicable Not Applicable Credit Rating and change in credit ICRAD CARED rating, if any earlier ICRA BB earlier CARE BB '{ 375 crore each on '{ 3,000 crore on 07.02.2018 and Due Date for Principal Repayment 01.03.2019 (Unpaid) 07.02.2019 (Unpaid)

Interest Unpaid up to March 31, 2019 671 167 ('{ in crore)

8. Debenture Redemption Reserve,

9. During the quarter ended September 30, 2018, pursuant tq amendment to the articles of association and consequently control of Reliance Realty Limited (RRL) being conferred on ADA Group, RRL has been deconsolidated and Investment by the Company in RRL has been accounted at fair value as per Ind AS 109 "Financial Instruments". Impact on profitability net of tax was '{ 6,876 crore and has been represented as Exceptional Items) Hence the figures for the quarter and year ended March 31, 2019 are not comparable with the previous corresponding period.

10. The assets pertaining to Wireless Spectrum, Towers, Fiber and Media Convergence Nodes (MCNs) continued to be classified as 'assets held for sale at the value ascertained at the end of previous year, along with liabilities, for the reasons referred in para 2 above and disclosed separately as discontinued operations in line with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations". During the quarter, certain intangible assets of '{ 1,767 crore have been impaired and represented as exceptional items as a part of Discontinued Operations.

11. The Company had entered into a definitive binding agreement with Pantel Technologies Private Limited and Veecon Media and Television Limited (the Purchaser) for sale of its subsidiary company, Independent TV Limited (ITVL) (Formerly Reliance Big TV Limited) having DTH Business. As per the agreement, ali coliections from Debtors and ali liabilities of the ITVL wili be to the account of, and borne by, the purchaser. In view of the above and upon transfer of the entire operations of ITVL, during the quarter, ITVL has been deconsolidated e purpose of and as per requirement of Ind AS 110 "Consolidated Financial Statement". ~~~4$$O ~i ~ .,..

~'( MI 1lBAI . ~ . !"l eo: \\;~ t' ''''J>\'::$.1~D .o~~Y .p ""~'~:;;;;;;:;.;..v<", •

The financial result of discontinued operations is as under: (~in Crore) Quarter ended Year ended Particulars 31-Mar-19 31-Dec-18 31-Mar-18 31-Mar-19 31-Mar-18 Audited Unaudited Audited Audited Total Income 537 30 29 635 2,045 . Profit! (Loss) before tax (2,002) (58) (6,251) (2,252) (9,933) Profit! (Loss) after tax (2,002) (58) (6,831) (2,252) (9,933)

12. Provision for Income Tax (Normal Taxi Minimum Alternative Tax) has been calculated as per Income tax Act 1961 after adjusting carried forward losses, write off of earlier years provisions.

13. Disclosure as per Ind AS "Operating Segments" is reported in Consolidated Financial Results of the Company. Therefore, the same has not been separately disclosed in line with the provision of IndAS.

14. Formula used for the computation of ratios:

i ) Debt Equity Ratio =Debt! J:quity; ii) Debt Service Coverage Ratio (DSCR) = Earnings before depreciation, interest and taxi (Interest + Principal repayment); iii) Interest Service Coverage Ratio (ISCR) = Earnings before depreciation, interest and taxi (Interest expense).

15. It is hereby declared that the Auditors have issued audit reports with qualification on the annual audited Standalone financial result for the year ended March 31, 2019. Impact of the qualification is given in Annexure 1. \

16. NCDs along with 6.5% Senior Secured Notes, Foreign Currency Lqans and Rupee Loans totaling to ~ 28,999 crore and Rupee Loans of ~ 3,464 crore have been secured by first pari passu charge and second pari passu charge respectively on certain assets of Borrower Group/ Obligor Group; comprising of the Company, and its subsidiaries namely Reliance Telecom Limited, Reliance Infratel Limited and Reliance Communications Infrastructure Limited. During the Quarter, Lenders have exercised their. rights and raised demand on each of the obligor Group. Lenders have also invoked guarantees provided by Borrower Group for Outstanding Rupee Loan of ~ 5,950 crore, ~ 611 crore and ~485 crore availed by the Company, Reliance Telecom Limited and Reliance Infratel Limited respectively.

17. During the quarter, Department of Telecommunications has issued show cause notice to the Company for revocation/ termination of spectrum due to nonpayment of 3rd installment due on March 03, 2019 for 0.6 MHz Spectrum acquired in 1800 MHz band in Mumbai, which has been stayed by Hon'ble NCLAT. Further, In the matter of One Time Spectrum Charges, TDSAT vide order dated February 4, 2019, confirmed its earlier order dated Jul or return of Bank j.l\. . &4$: Guarantee of ~ 2,000 crore. ..#.~~

17. During the 'quarter, based on the final confirmation, sale of certain Media Convergence Nodes (MCNs) have been recorded and net income thereof has been accounted as part of Discontinued Operations.

18. The Hon'ble NCLT admitted the application by pronouncing on May 15, 2018 which came to be delivered on May 17, 2018 and appointed Mr. Pardeep Kumar Sethi as the Interim Resolution Professional (IRP) of the Company on May 18, 2018. However, the Hon'ble NCLAT by an order dated May 30, 2018 stayed the order passed by the Hon'ble NCLT for initiating the Corporate Insolvency Resolution (CIR) process of the Company and allowed the management of the Company to function. In accordance with the order of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi handed over the control and management of the company back to the erstwhile management of the Company on May 30, 2018. Subsequently, by order dated April 30, 2019, the Hon'ble NCLAT allowed stay on CIR process to be vacated and directed the Hon'ble NCLT to pass necessary orders on May 07, 2019. On the basis of the orders of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi, wrote to the management of the Company on May 02, 2019 requesting the charge, operations and management of the Company to be handed over back to IRP. Therefore, Mr. Pardeep Kumar Sethi has in his capacity as IRP has taken control and custody of the management and operations of the Company from May 02, 2019. For the information set out in the financjal statements for the year ended March 31, 2019, the IRP has relied upon the accuracy and"'veracity of any and all information and data provided by the officials of the Company and the records of the Company made available by such officials. For all such information and data, the IRP has assumed that such information and data are in the conformity with the Companies Act, 2013 and other applicable laws with respect to the preparation of the financial statements and that they give true and fair view of the position of the Company as of the dates and period indicated therein. Accordingly, tre IRP is not making any representations regarding accuracy, veracity or completeness of the data or information in the financial statements. For Reliance Communications Limited r- Se.'te..,' j ardeep Kumar SPiethi ~. Interim Resolution Professional

Suresh l'I€jecliar Director ~

\anik tan yer Chief Finan ial Officer Place: Mumbai Date: May 27,2019 •

ANNEXURE I Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results - Standalone) Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2019 [See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 20161 I Sr. Particulars Audited Figures Audited Figures No. (as reported (audited figures before adjusting after adjusting for for qualifications) qualifications) 1 Turnover / Total income 1,465 1,465 2 Total Expenditure 3,242 3,242 3 Net Profit/(Loss) before Exceptional items (1,777) (1,777) 4 Exceptional Item (Refer Note 9 above) 6,876 6,876 5 Net Profit/(Loss) after Exceptional items 5,099 5,099 6 Net Profit / (Loss) from Discontinued Operations (2,252) (6,962) 7 Earnings Per Share (Rs.) 10.37 (6.79) 8 Total Assets 62,082 62,082 9 Total Liabilities 49,696 54,406 10 Net worth I 12,386 7,676 ,"l 11 Any other financial item(s) (as felt appropriate by the management) II Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: Non Provision of Interest and Foreign Exchange variation (Refer Note 3) b. Type of Audit Qualification: Qualified Opinion / \ . .Qualified Opinion Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Whether appeared Second Time first time / repetitive / since how long continuing d. For Audit Qualification(s) where the impact is Impact is not ascertainable as the quantified by the auditor, Management's Views: Company is under IBC and CIR process initiated e. For Audit Qualification(s) where the impact is not Impairment review of tangible and quantified by the auditor: intangible assets, assets held for sale, investments and other assets and reconciliation of credits relating to GST and TDS (Refer Note 2) (i) Management's estimation on the impact of audit qualification: (ii) .If management is unable to estimate the Impact is not ascertainable as the impact, reasons for the same: Company is under IBC and CIR process ~.OJ.A~~ initiated ~... 'l,-(;.\ q '" 0; MUM AI ~, (l f!! ~1' 'I.- 1', :t ~?t'O "'~ ~....~~~,-,.:...-;,: •

--- (iii) Auditors' Comments on (i) or (ii) above: III Signatories: Interim Resolution Professional ~,

Director ~ CFO V \J\~ Statutory Auditor ?a.n-L~ \

Place Mumbai Date May 27, 2019 • Pathal~ H.D. &:Associates Chartered Accountants

To The Interim Resolution Professional (IRP) Reliance Commnnications Limited

Independent Auditor's Report on the Statement ofConsolidated Financial results

1. The Hon'ble National Company Law Tribunal, Mnmbai Bench ("NCLT")admitted an insolvency and bankruptcy petition filed by an operational creditor against Reliance Communications Limited ("the Company") and two of it's Subsidiaries namely Reliance Infratel Limited (RITL) and Reliance Telecom Limited (RTL) vide it's order dated May 15, 2018 and appointed Mr. Pardeep Kumar Sethi, Mr. Manish Kaneria & Ms. Mitali Shah respectively to act as Interim Resolution Professionals (IRPs) with direction to initiate appropriate action contemplated with extant provisions of the insolvency and Bankruptcy Code, 2016 and other related rules. However, The National Company Law Appellate Tribunal (''NCLAT'') by an order dated May 30, 2018 stayed the order passed by NCLT. Subsequently, by order dated April 30, 2019, the NCLAT allowed stay on Corporate Insolvency Resolution (CIR) process to be vacated and directed the NCLT to pass necessary orders on May 07, 2019. On the basis ofthe order ofthe NCLAT IRPs mentioned above have taken control and custody of the management and operations of the respective Companies w.e.f May 02, ~bI9 . .., 2. As per Regulation Regulation 33 and Regulation 52 read with Regulation 63(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial results of a Company submitted to the stock exchange shall be signed by the Chairperson or Managing Director or Whole Time Director or in absence ofall of them, it shall be signed by any Director of the Company who is duly authorized by the Board of Directors to sign the consolidated financial results. In view of the ongoing Corporate Insolvency Resolution Process (CIRP), the power of the board is ~ested with IRP, the Consolidated financial results has been signed by Mr. Pardeep Knmar Sethi in his capacity as the IRP ofthe Company w.e.f. May 02, 2019 as per the provisions .of the Code.

3. We have audited the accompanying consolidated financial results of Reliance Communications Limited and its subsidiaries (hereinafter referred to as "Group") and its associates for the quarter and year ended March 31, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements ofRegulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circulars issued by SEBI. Attention is drawn to the fact that the figures for the quarter ended March 31, 2019 and the corresponding quarter ended in the previous year as reported in these financial results are the balancing figures between audited figures in respect of full financial year and the published year to date figures upto the end of the third quarter of current and previous financial year respectively. Also the figures upto the end ofthird quarter for the current and previous financial year had only been reviewed and not subjected to audit"".

•~, ,,' Head Office: 814-815, lulsiani Chambers. 212, Nariman Point. Mumbai - 400 021, India. Tel.: + 91 22 : + 91 22 3022 8509. URL: www.phd.ind.in • Pathal~ H.D. &Associates .. Chartered Accountants

Independent Anditor's Report on the Statement ofConsolidated Financial results (Continued)

Management's Responsibility for the Statemeut

4. The Statement has been prepared on the basis ofthe Consolidated Annual Ind AS Financial Statements which is the responsibility of the Company's management and has been approved by the IRP in their meeting held on May 27, 2019. The Statement has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards('Ind AS') prescribed under Section 133 of the Company's Act('the Act') read with relevant rules issued there under and other accounting principles generally accepted in India and other recognized accounting practices and policies and in compliance with Regulations 33 and Regulations 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circulars issued by SEBI.

Auditor's Responsibility

5. Our responsibility is to express an opinion on the Statement based on our audit of the Consolidated annual Ind AS Financial Statements. We conducted our audit in accordance with the auditing standar

Basis for Qualified Opinion

6. (a) We draw attention to Note 2 & 10 of the Statement regarding, "Assets Held for Sale (AHS)" including Spectrum acquired on Deferred Payment Basis, being carried at the value determined in Financial Year 2017-18, pursuant to the Definitive Binding Agreement (DBA) dated December 28, 2017 & August 11, 2018 for monetization of assets of the Company and two of its subsidiaries namely Reliance Infratel Ltd (RITL) & Reliance Telecom Ltd. (RTL) with Reliance JIO Infocomm Ltd. As the said agreement has been terminated on mutual consent on 18th March, 2019 fair value ofAHS at the reporting date hasn't been ascertained for the group. Further, the Company & RTL have defaulted in payment of spectrum installments due to Department of Telecom (DOT), the ultimate realisability of AHS is presently not ascertainable. Non determination of fair value on the reporting date is not in compliance with Ind As 105 "Non Current Assets Held for Sale and Discontinued Operations". Accordingly, we are unable to comment on the consequential impact, ifany, on the Statement.

Continuation sheet. .. • Pathal~ H.D. &Associates " Chartered Accountants

Independent Anditor's Report on the Statement ofConsolidated Financial resnits (Continned)

(b) We draw attention to Note 3 of the Statement regarding commencement of CIRP and various claims submitted by the Operational/financial! other creditors and employees and pending reconciliation and determination of final obligation during CIR Process, the Company and some of it's subsidiaries have not provided interest on borrowings amounting to Rs.I,183 Crore & Rs.4,389 Crore respectively for the quarter and year ended March 31, 2019 and Rs. 3,609 Crore for the previous year as per the terms of the borrowings. Also the Company has not credited! provided foreign exchange variance (gain)! loss amounting to Rs. (303) Crore and Rs. 984 Crore respectively for the quarter and year ended March 31, 2019. Had such interest and foreign exchange variation (gain)! loss as mentioned above been provided, the reported loss for the quarter and year ended March 31, 2019 would have been Rs. 8,659 Crore & Rs. 12,591 Crore respectively and Total Equity of the Company would have been negative Rs. 13,162 Crore. Non provision ofBank interest is not in compliance with Ind AS 23 "Borrowing Costs" and non-recognition of foreign exchange variation(gain)!loss is not in compliance with Ind AS 21 "The Effects ofChanges in Foreign Exchange Rates" .

(c) We draw attention' to Note 2 & 10 of the Statement, regarding the pending impairment review by the Qbmpany and it's subsidiaries ofit's tangible & intangible assets, capital work in progress, investments, other financial and non-financial assets as at 31" March, 2019, hence no provision in the books ofaccount has been made by the group. In the absence of assessment of impairment by the group, we are unable to comment on the recoverable amount with regard to said items.

(d) We draw attention to Note 12 of the Statement, regarding Qualified Audit Report issued by the Auditors of six subsidiaries of the Company in respect' of going concern of those subsidiaries, for the reasons stated in the note.

Qualified Opinion

7. In our opinion and to the best ofour information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in Paragraph 9 below and except for the possible effects ofthe matters described in the Basis for Qualified Opinion section in paragraph 6 above and matter described in paragraph 10 below ofour report, the aforesaid Statement:

a. Include the financial results for the quarter and year ended March 31, 2019 of following entities:

List ofSubsidiaries:

I. Reliance WiMax Limited; 2. Reliance Bhutan Limited;

Continuation sheet... • Pathal~ H.D. &Associates " Chartered Accountants

Independent Auditor's Report on the Statement ofConsolidated Financial results (Continued)

3. Reliance Webstore Limited; 4. Reliance Realty Limited (Ceased w.e.f.29.07.2018 refer note- 9 (a) ofthe statement) ; 5. Campion Properties Limited; 6. Independent TV Limited (Ceased w.e.f. 01.01.2019 refer note - 10 ofthe statement); 7. Reliance Tech Services Limited; 8. Reliance Telecom Limited; 9. Reliance Communications Infrastructure Limited; 10. Globalcom IDC Limited (Formerly known as Reliance IDC Limited); 11. Reliance Infratel Limited; 12. Globalcom Mobile Commerce Limited (Formerly known as Reliance Mobile Commerce Limited); 13. Reliance BPO Private Limited; 14. Reliance Globalcom Limited; 15. Reliance Globalcom B.V.; 16. Reliance Communications (UK) Limited; 17. Reliance Communications (Hong Kong) Limited; 18. Reliance Communic!ltions (Singapore) Pte. Limited; 19. Reliance Communiqations (New Zealand) Pte Limited; 20. Reliance Communications (Australia) Pty Limited; 21. Anupam Global Soft (U) Limited; 22. Gateway Net Trading Pte Limited; 23. Reliance Globalcom Limited; 24. FLAG Telecom Singapore Pte. Limited; 25. FLAG Atlantic UK Limited; 26. Reliance FLAG Atlantic France SAS; 27. FLAG Telecom Taiwan Limited; 28. Reliance FLAG Pacific Holdings Limited; 29. FLAG Telecom Group Services Limited; 30. FLAG Telecom Deutschland GmbH; 31. FLAG Telecom Hellas AE; 32. FLAG Telecom Asia Limited; 33. FLAG Telecom Nederland B.V.; 34. Reliance Globalcom (UK) Limited; 35. Yipes Holdings Inc.; 36. Reliance Globalcom Services Inc.; 37. YTV Inc.; 38. Reliance Infocom Inc.; 39. Reliance Communications Inc.; 40. Reliance Communications International Inc.; 41. Reliance Communications Canada Inc.; 42. Bonn Investment Inc.; 43. FLAG Telecom Development Limited; 44. FLAG Telecom Development Services Company LLC; 45. FLAG Telecom Network Services DAC; 46. Reliance FLAG Telecom Ireland DAC;

Continuation sheet... • Pathal< H.D. &Associates .. Chartered Accountants

Independent Auditor's Report on the Statement ofConsolidated Financial results (Continued)

47. FLAG Telecom Japan Limited; 48. FLAG Telecom Ireland Network DAC; 49. FLAG Telecom Network USA Limited; 50. FLAG Telecom Espana Network SAU; 51. Reliance Vanco Group Limited; 52. Euronet Spain SA; 53. Net Direct SA (Proprietary) Ltd. (Under liquidation); 54. Vanco (Shanghai) Co Ltd.; 55. Vanco (Asia Pacific) Pte. Limited; 56. Vanco Australasia Ply. Ltd.; 57. Vanco Sp Zoo; 58. Vanco Gmbh; 59. Vanco Japan KK; 60. Vanco NV; 61. Vanco SAS; 62. Vanco South America Ltda.; 63. Vanco Srl; 64. Vanco Sweden AB; 65. Vanco Switzerland i}G; 66. Vanco DeutschlandpmbH; 67. Vanco BV; ,', 68. Vanco UK Ltd; 69. Vanco International Ltd; 70. Vanco Row Limited; 71. Vanco Global Ltd; 72. VNO Direct Ltd; 73. Vanco US LLC; 74. Vanco Solutions Inc; 75. Seoul Telenet Inc.; 76. FLAG Holdings (Taiwan) Limited; 77. Reliance Communications Tamilnadu Limited; 78. Global Cloud Xchange Limited; 79. GCX Limited; 80. Globalcom Realty Limited (Formerly known as Reliance Infra Realty Limited); 81. Reliance Infra Projects Limited(Ceased w.e.f .29.07.2018); 82. Worldtel Tamilnadu Private Limited; 83. Realsoft Cyber Systems Private Limited; 84. Internet Exchangenext.com Limited; 85. Lagerwood Investments Limited; 86. Reliance Telecom Infrastructure (Cyprus) Holding Limited; 87. Aircom Holdco B.V. and 88. Towercom Infrastructure Private Limited

List ofAssociates:

I. WarfTelecom International Private Limited and 2. Mumbai Metro Transport Private Limited.

Continuation sheet... • Pathal< H.D. &Associates .. Chartered Accountants

Independent Auditor's Report on the Statemeut of Consolidated Fiuaucial results (Coutinued)

b. is presented in accordance with the requirements of Regulations 33 and Regulations 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circulars issued by SEBL

c. gives a true and fair view in confonnity with the aforementioned Ind AS and other accounting principles generally accepted in India of net loss ,total comprehensive income and other financial infonnation for the quarter and the year ended 31 March 2019.

Material Uncertainty Relating to Going Concern

8. We draw attention to Note 2 of the Statement regarding termination of definitive binding agreement for monetization of assets of the Company and two of its subsidiaries namely RTL & RITL and NCLAT order dated April 30, 2019 vacating its order dated May 30, 2018 regarding staying NCLT order dated May 15, 2018 admitting the Company, RTL & RITL under mc, 2016. The group continues to incur loss, it's current liabilities exceed current assets, it's wireless operations have been suspended and there is considerable decline in the level ofwintline operations. Further, the group has defaulted in repayment of its borrowings and payment ofstatutory dues.

These events raise significant doubt on the ability of the group to continue as a "Going Concern". These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. ,

Our opinion is not modified in respect ofthe above matter.

Other Matter

9. We did not audit the financial results of Sixty One subsidiaries considered in the preparation of the Statement (including two subsidiaries classified as discontinued operations), whose financial results reflect total assets of Rs. 21,400 Crore, total revenues from continuing operations of Rs. 849 crore & Rs. 3,043 crore and total revenues from discontinued operations ofRs 14 crore & Rs 40 crore for the quarter and year ended March 31, 2019 respectively and total profit/Closs) after tax from continuing operations of Rs. (1,129) crore and Rs.(l,299) crore and total profit/(loss) after tax from discontinued operations of Rs 3 crore and Rs (3) crore for the quarter and year ended 31 March 2019 respectively. These financial results have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on consolidated financial results in so far as it relates to the amounts and disclosures included in respect ofthese subsidiaries is based solely on the reports ofsuch auditors.

Continuation sheet... •

Pathal~ H.D. &Associates .. Chartered Accountants

Independent Anditor's Report on the Statement ofConsolidated Financial resnits (Continned)

10.We did not audit the financial results of Seventeen subsidiaries considered in the preparation of the Statement (including three subsidiaries classified as discontinued operations), whose financial results reflect total assets of Rs. 5,857 Crore, total revenues from continuing operations of Rs. 24 crore & Rs. 59 crore and total revenues from discontinued operations ofRs. Nil & Rs. 13 crore for the quarter and year ended March 31, 2019 respectively and total profit/(loss) after tax from continuing operations ofRs. 37 crore and Rs.(39) crore and total profit/(loss) after tax from discontinued operations of Rs 748 crore and Rs 703 crore for the quarter and year ended March 31, 2019 respectively.. We also did not audit the financial results oftwo associates considered in the Statement, whose financial results reflect Group's share of net profit of Rs. 2 crore for the year ended 31 March 2019 . These financial results as approved by the respective Board of Directors of these subsidiaries and associates have been furnished to us by the management, and our report on the Statement in so far as it relates to the amounts included in respect of these subsidiaries and associates is based solely on such board approved unaudited financial results.

Our Opinion on the consq!ldated financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and financial results certified by the respective management.

For Pathak H.D. & Associates Chartered Accountants Firm's Registration No:107783W ~'<1I~0l

Parimal Kumar Jha Partner Membership No:124262

Place: Mumbai Date: May 27 , 2019

.' 7

Continuation sheet. .. •

(a) Access Charges, Licence Fees and Network Expenses 335 613 565 2,133 2,822

(b) Employee Benefits Expenses 166 130 108 521 427 (c) Finance Costs 39 52 32 192 186

(d) Depreciation, Amortisation and Provision for Impairment 197 215 174 820 721

(e) Sales and General Administration Expenses 462 181 144 980 536 (f) Total Expenses [ (a) to (e)] 1,199 1,191 1,023 4,646 4,692 3 Profit! (Loss) before Share of Profit! (Loss) of (110) (108) (47) (452) (8) Associates Exceptionaillems and Tax r 1 leI - 2 If\ 1 4 Share of Profit I (Loss) of Associates (1) 2 5 5 Profit! (Loss) before Exceptionaillems and Tax (110) (109) (46) (450) (3) Ir3+41 6 Exceptional Items (Refer Note 9 ) (384) 2,008 7 Profit! (Loss) before Tax [ 5 + 6] (494) (109) (46) 1,558 (3) 8 Tax Expenses (a) Current Tax 6 (4) 3 13 4 (b) Deferred Tax Chargel (Credit) (net) 1,458 30 2,412 12 (including MAT Credit) (c) Tax Expenses (net) [ (a) + (b) ] 1,464 (4) 33 2,425 16 9 Profit! (Loss) after Tax [ 7 - 8] (1,958) (105) (79) (867) (19) 10 Profill (Loss) before Tax and Exceptional Items from (2,598) (132) 45 (3,136) (4,556) Discontinued Operations 11 Exceptional Items relating to Discontinued Operations (Refer Note 10) Provision for Impairment of Assets (3,222) (21,255) (3,222) (21,255) 12 Profill (Loss) before Tax from Discontinued Operations [10 (5,820) (132) (21,210) (6,358) (25,811 ) 111 13 Tax Expenses of Discontinued Operations (1,414) (7) (1,923) 14 Profit! (Loss) after Tax from Discontinued Operations - (5,821) (132) (19,796) (6,351) (23,888) [12-13] 15 Other Comprehensive Incomel (Loss) for the period (184) (103) 48 12 (43) 16 Total Comprehensive Incomel (Loss) for the period (7,963) (340) (19,827) (7,206) (23,950) r9 + 14 + 1i;] 17 Profit! (Loss) for the period attributable to (a) Equity holders of the company (7,767) (238) (19,776) (7,206) (23,839) (b) Non Controlling Interest (12) (99) (12) (68) 18 Total Comprehensive Incomel (Loss) attributable to (a) Equity holders of the company (7,951) (341) (19,728) (7,194) (23,882) (b) Non Controlling Interest (12) (99) (12) (68) 19 Earnings per Share (EPS) (Basic and Diluted) (Rs.) (before exceptional items) (a) Continuing Operations (5.74) (0.38) (0.29) (6.97) (007) (b) Discontinued Operations (943) (049) 5.68 (11.36) (9.93) (c) Continuing and Discontinued Operations (15.16) (0.87) 5.39 (18.33) (10.00) (after exceptional items) (a) Continuing Operations (7.14) (0.38) (0.29) (3.16) (0.07) (b) Discontinued Operations (049) (71.22) (23.10) (92.22) (c) Continuing and Discontinued Operations /l'. ....·'t:lJt!!!l"$a ~ (0.87) (71.51) (26.26) (92.29) 20 Paid-up Equity Share Capital (Face Value of Rs. 5 each 'fit 1,38:i\; ~ 1,383 1,383 1,383 1,383 21 Debt Equity Ratio (Refer Note 14) a; ••f:: .. (11.50) 16.97 22 Debt Service Coverage Ratio (DSCR) (Refer Note 14) C'! ~I( \ .. 23 Interest Service Coverage Ratio (ISCR) (Refer Note 14) Wop[\(. J//-rffJI •

Secernent wise Revenue, Results, Segment Assets and Segment Liabilities (1' in Crore ) Sr. Quarter ended Year ended Particulars No. 31-Mar-19 31-0ec-18 31-Mar-18 31-Mar-19 31·Mar-18 Audited Unaudited Audited Audited Audited 1 Segment Revenue (a) India Operation 475 415 456 1,808 2,534 (b) Global Operation 751 779 703 2,821 2,933 (c) Total [ (a) + (b) I 1,226 1,194 1,159 4,629 5,467 (d) Less: Inter segment revenue (137) (111 ) (183) (435) (783) (e) Income from Operations [(c) - (d) I 1,089 1,083 976 4,194 4,684 2 Segment Results Profit! (Loss) before Tax and Finance Cost from each segment (a) India Operation (128) (49) (22) (255) 220 (b) Global Operation 57 (7) 6 (5) (42) (c) Total [ (a) + (b) I (71) (56) (16) (260) 178

(d) Less: Finance Costs (net) 39 52 32 192 186 (e) Add: Exceptional Items (384) - - 2,008 -

Total Profit before Tax and share in Profit! (Loss) of (494) (108) (48) 1,556 (8) Associates Total Profit! (Loss) before Tax from Discontinued (5,820) (132) (21,210) (6,357) (25,811)

3 Segment Assets " (a) India Operation 48,300 54,893 60,827 48,300 60,827 (b) Global Operation 7,690 12,257. 11,645 7,690 11,645 (c) Others! Unallocable (net of Eliminations) 11,568 10,326 2,106 11,568 2,106 (d) Total [ (a) to (c) I 67,558 77,476 74,578 67,558 74,578 4 Segment Liabilities (a) India Operation 18,733 20,262 17,\734 18,733 17,734 (b) Global Operation 6,402 6,934 6,291 6,402 6,291 (c) Others! Unallocable (net of Eliminations) (1,325) (1,359) 203 (1,325) 203 (d) Total [(a) to (c) I 23,810 25,837 24,228 23,810 24,228 •

Consolidated Statement of Assets and Liabilities « in Crore ) As at As at Particulars 31-Mar-19 31-Mar-18 Audited Audited A ASSETS 1 Non~Current Assets Ia) Prooertv. Plant and Eauioment 7,612 16,501 Ib) Caoital Work in Proaress 191 265 Ie) Goodwill 1,339 3,549 Id) Other Intanoible Assets 756 789 Ie) Intanoible Assets under Develooment 4 - (f) Investment in Associates 28 21 (a) Financiai Assets Ii) Investments 12,005 11 (ii) Other Financial Assets 7 173 Ih) Deferred Tax Asset Inet) 29 3,574 Ii) Income Tax Asset Inell 492 579 Ii) Other Non Current Assets 1,136 3,657 Sub-total Non-Current Assets 23,599 29,119 2 Current Assets (a) Inventories 63 79 Ib) Financial Assets Ii) Trade Receivables 1,346 2,133 (ii) Cash and Cash Eauivalents 832 611 liii) Bank Balances other than (ii) above 106 129 fiv) Other Financial Assets 505 156 Ic)Other Current Assets 5,780 5,517 (d) Asset held for sale 35,327 36,834 Sub-total - Current Assets 43,959 45,459 , Total Assets 67,558 74,578 B EQUITY AND LIABILITIES ,'.\ 1 Eauitv (a) Eauitv Share Caoital 1,383 1,383 Ib) Other EauitV (5,563) 1,400 Eauitv Attributable to Shareholders (4,180) 2,783 Non-Controllino Interest 322 332 Total Enuilv /3,858\ 3,115 LIABILITIES

2 Non-Current Liabilities \ " la) Financial Liabilities Ii) Borrowinas - 13,021 Ib) Deferred Revenue ,,' 2,940 2,926 (c) Other Non-Current Liabilities 100 83 (d) Deferred Tax Liabilities Inell 1,285 2,517 Ie) Provisions 433 438 Sub-total Non~Current Liabilities 4,758 18,985 3 Current Liabilities (a) Financial Liabilities (j) Borrowinas 30,267 23,242 fii) Trade Pavabies Due to Micro Enterorises and Small Enternrises 86 103 Due to Others 3,811 4,765 (iii) Other Financial Liabilities 19,024 12,773 Ib) Deferred Revenue 3,008 2,353 Ic) Other Current Liabilities 2,685 1,293 (d) Income Tax Liabilities (nell 20 13 (e) Provisions 1,238 1,237 (f) Liabilities directlv related to Assets held for Sale 6,519 6,699 Sub-total· Current Liabilities 66,658 52,478 .- Total EQuitv and Liabilities 67,558 74,578 ~....\'I' D, &.qd'~ ~ '"~ 'f'~., ~-?, ~l ~O ACCOU" •

Notes

1. Figures of the previous period have been regrouped and reclassified, wherever required.

2. During the quarter, the Board decided that the Company and its subsidiaries; Reliance Telecom Limited (RTL) and Reliance Infratel Limited (RITL) on account of non receipt of 100% approvals and consensus from lenders, (as mentioned by RBI's February 12, 2018 circular) on all important issues, and numerous legal issues at Hon'ble High Court, TDSAT and Supreme Court should seek resolution through the Hon'ble National Company Law Tribunal (NCLT), and accordingly, filed application before the Hon'ble National Company Law Appellate Tribunal (NCLAT) for reinstatement of debt resolution process. Subsequently Hon'ble NCLAT vide its order dated April 30, 2019 vacated the stay and directed the Hon'ble NCLT to pass necessary orders on May 7, 2019. The Hon'ble NCLT recommenced the resolution process under the Insolvency and Bankruptcy Code, 2016 (I BC). As a consequence Interim Resolution Professionals (IRPs), namely Mr. Pardeep Kumar Sethi, for the Company, Ms Mitali Shah for RTL and Mr. Manish Kaneria for RITL, appointed vide Hon'ble NCLT orders dated May 18, 2018, have from May 02, 2019 again taken control and custody of the management and operation of the Company and its said subsidiaries. During the quarter, in compliance of the judgment of the Hon'ble Supreme, Court, payment of ~ 550 crore and interest thereon to Ericsson India Private Limited has been completed. Further, The petition filed before the Hon'ble NCLT under the Companies Act, 2013 (Section 397-398 of the Companies Act, 1956) by the minority shareholders holding 4.26% stake in RITL, stood dismissed as withdrawn pursuant to settlement terms agreed. RITL Minority Shareholders have filed a contempt petition before the Hon'ble NCLAT in relation to non adherence of settlement terms within stipulated time and the matter is pending.

During the quarter, the agreements dated December 28, 2017 and August 11, 2018 entered into between the Company and its subsidiary companies; RTL and RITL with Reliance Jio Infocomm Limited have been terminated by mutual consent on account of various factors and developments since the execution of the said agreements including interalia non receipt of consents from lenders and permission! approvals from Department of Telecommunication.

On finalisation and implementation of debt resolution process through Hon'ble NCLT, the Company will carry out a comprehensive impairment review of its tangible and intangible assets, Assets held for sale, investments and other assets including credits relating to Goods and Service Tax and Tax Deducted at source, which the Company is in the process of reconciling. The Auditors have drawn qualification for recoverability of assets in their Audit Report for the quarter and year ended March 31,2019.

Considering these developments including, in particular, the IRP having taken over the ~Bilfl:aaJ'!..and its two subsidiaries inter alia with the objective of ~m~~11 results continue to be prepared on going concern •

basis. However, since the Company continues to incur loss, current liabilities exceed current assets and Company has defaulted in repayment of borrowings, payment of regulatory and statutory dues, these events indicate that material uncertainty exists that may cast significant doubt on Company's ability to continue as a going concern. This matter has been referred to by the Auditors in their Audit Report.

3. Considering various factors including admission of the Company and its two subsidiaries; Reliance Telecom Limited (RTL) and Reliance Infratel Limited (RITL) to debt resolution process under the IBC with effect from May 15, 2018 and pursuant to the commencement of Corporate Insolvency Resolution (CIR) Process of the Company under Insolvency and Bankruptcy Code, 2016 (IBC), 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 CIR Process. Further, prior to May 15, 2018, the Company and its said subsidiaries were under Strategic Debt Restructuring (SDR) and asset monetization and debt resolution plan was being worked out.The Company and some of its subsidiaries have not provided Interest of ~1,183 crore and N,389 crore for the quarter and year: ended March 31, 2019 respectively and foreign exchange variation aggregating to ~303 cpore gain and ~984 crore loss for the quarter and year ended ,-.t March 31, 2019 respectively. Had the Company provided Interest and foreign exchange variation, the Loss would have been higher by ~880 crore and ~5,373 crore for the quarter and year ended March 31, 2019 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, 2019. During the previous year, Interest on 3,609 crore was not provided and the Auditors had drawn qualification in their audit report for the financial year ended March 31,2018.

4. Figures for the quarter ended March 31, 2019 and March 31, 2018 are balancing figures between the audited figures in respect of the full financial year and published year to date figures upto the third quarter of the relevant financial years.

5. The listed Redeemable Non Convertible Debentures (NCDs) of the Company aggregating to ~ 3,750 crore as on March 31, 2019 are secured by way offirst 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 Company and its subsidiary companies namely; Reliance Telecom Limited (RTL), Reliance Infratel Limited (RITL) and Reliance Communications Infrastructure Limited (RCIL). Out of the above, in case of NCDs of ~ 750 crore, the Company has also assigned Telecom Licences, by execution of Tripartite Agreement with Department of Telecommunications (DoT). The asset

cover in case of these NCDs exceeds 1 0 of the principal amount of the said NCDs. y,.Il~ & Ass .~ 0') ~. ~ it '" * M * ~ ~ "t!p ~ ~'" :>.,<:,.,~ltD ACCo\l "- •

6. Additional details as required in relation to Non Convertible Debentures (NCDs): Nature of Instruments 11.20% NCDs 11.25% NCDs Amount outstandinq (~ in crore) 3,000 750 Previous due date for Principal Repayment and 07.02.2018 Not Applicable whether paid unpaid

Previous due date for pavment of Interest 02.03.2019 07.03.2019 Whether Interest was paid on the due date No No Next due date for pavment of interest Not Applicable Not Applicable ICRAD CARED Credit Rating and change in credit rating, if any earlier ICRA BB earlier CARE BB ~3, 000 crore on ~375 crore each on Due Date for Principal Repayment 01.03.2019 07.02.2018 and (Unpaid) 07.02.2019 (Unpaid) Interest Unpaid up to March 31, 2019 (~ in crore) 671 167

7. Debenture Redemption Reserve (DRR): ~ 590 crore as on March 31, 2019.

8. Net Worth: (-) ~ 6,639 crore, as on March 31, 2019.

9. (a) During the quarter ended September 30, 2018, pursuant to amendment to the articles of A association and consequently control of Reliance Realty Limited (RRL) being conferred on ADA Group, RRL has been deconsolidated. Accordingly Investment by the Company in RRL has • been accounted at fair value, as at March 31, 2019, as per Ind AS 109 "Financial Instruments". Impact on profitability net of tax was ~ 3,230 crore and has been represented as Exceptional Items. (b) During the quarter, due to reduction in fair valuation of subsea cable, Property Plant and Equipment aggregating to ~ 2,184 crore has been debited to statement of profit and loss and represented as as Exceptional Items. Hence the figures for the quarter and year ended March 31, 2019 are not comparable with the previous corresponding period.

10. The assets pertaining to Wireless Spectrum, Towers, Fiber and Media Convergence Nodes (MCNs) continued to be classified as assets held for sale at the value ascertained at the end of previous year, along with liabilities, for the reasons referred in para 2 above and disclosed separately as discontinued operations in line with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations". During the quarter, certain intangible assets of ~ 1,797 crore and Goodwill on consolidation of ~ 2,177 crore have been impaired and represented as exceptional items as a part of Discontinued Operations. •

Business. As per the agreement, all collections from Debtors and all liabilities of the ITVL will be to the account of, and borne by, the purchaser. In view of the above and upon transfer of the entire operations of ITVL, during the quarter, ITVL has been deconsolidated for the purpose of and as per requirement of Ind AS 110 "Consolidated Financial Statement". Impact on profitability is higher by '{ 752 crore and represented as exceptional items as a part of Discontinued Operations. Hence the figures for the quarter and year ended March 31, 2019 are not comparable with the previous corresponding period.

The financial result of discontinued operations is as under: ('{ in Crore) Quarter ended Year ended Particulars 31-Mar-19 31-Dec-18 31-Mar-18 31-Mar-19 31-Mar-18 Audited Unaudited Audited Audited Total Income 248 536 183 1,866 4,537 Profit! (Loss) before tax (5,820) (132) (21,210) (6,358) (25,811) Profit! (Loss) after tax (5,821) (132) (19,796) (6,351) (23,888)

11. Provision for Income Tax (Norl]'1al Taxi Minimum Alternative Tax) has been calculated as per Income tax Act 1961 after adjusling carried forward losses, write off of earlier years' provisions.

12. In GCX Limited, an overseas subsidiary of the Company, pursuant to 7% Senior Secondary Notes (Notes) amounting to USD 350 million falling due for repayment in the month of August 2019, the current liabilities exceed current assets by USD 331 million. This indicates the existence of material uncertainty relating to Going Concern of GCX Limited and its two material subsidiaries which have guaranteed the Notes. In three other overseas subsidiaries entities also, it indicates the existence of material uncertainty as networth has been eroded. Above have been qualified by respective Auditors in their Audit Reports of these sub~idiaries.

13. The Company is operating with India Operations, Global Operations and Others! Unallocated segments. Accordingly, segment-Wise information has been given. This is in line with the requirement of Ind AS 108 "Operating Segments".

14. Formula used for the computation of ratios:

i ) Debt EqUity Ratio = Debt! Equity; ii) Debt Service Coverage Ratio (DSCR) = Earnings before depreciation, interest and taxi (Interest + Principal repayment); iii) Interest Service Coverage Ratio (ISCR) = Earnings before depreciation, interest and taxi (Interest expense). •

15. The Company has opted to publish consolidated financial results for the financial year 2018-19. Standalone financial results, for the quarter and year ended March 31, 2019 can be viewed on the website of the Company, National Stock Exchange of India Limited and BSE Limited at www.rcom.co.in, www.nseindia.com and www.bseindia.com respectively.

16. It is hereby declared that the Auditors have issued audit reports with qualification on the annual audited consolidated financial results for the year ended March 31, 2019. Impact of the qualification is given in Annexure 1.

17. NCDs along with 6.5% Senior Secured Notes, Foreign Currency Loans and Rupee Loans totalling to ~ 28,999 crore and Rupee Loans of ~ 3,464 crore have been secured by first pari passu charge and second pari passu charge respectively on certain assets of Borrower Group! Obligor Group; comprising of the Company, and its subsidiaries namely Reliance Telecom Limited, Reliance Infratel Limited and Reliance Communications Infrastructure Limited. During the quarter, Lenders have exercised their rights and raised demand on each of the obligor Group. Lenders have also invoked guarantees provided by Borrower Group for Outstanding Rupee Loan of ~ 5,950 crore, ~ 611 crore and ~ 485 crore availed by the Company, Reliance Telecom Limited and Reliance Infratel Limited respectively.

I 18. During the quarter, Departmenl of Telecommunications has issued show cause notice to the Company for revocation! termination of spectrum due to non payment of 3rd installment due on March 03, 2019 for 0.6 MHz Spectrum acquired in 1800 MHz band in Mumbai, which has been stayed by Hon'ble NCLAT. Further, In the matter of One Time Spectrum Charges, TDSAT vide order dated February 4, 2019, confirmed its earlier order dated July 3, 2018 for return of Bank Guarantee of ~ 2,000 crore.

19. During the quarter, based on the final confirmation, sale of certain Media Convergence Nodes (MCNs) have been recorded and net income thereof has been' accounted as part of Discontinued Operations.

20. Additional information on standalone basis is as follows: (~in Crore) Quarter ended Year ended Particulars 31-Mar-19 31-Dec-18 31-Mar-18 31-Mar-19 31-Mar-18

Audited Unaudited Audited Audited

Total Income 361 341 407 1,465 2,231 Profit! (Loss) before tax (110) (78) (25) 8,657 64 Total Comprehensive Income (3,582) (136) (6,883) 2,847 (9,867) ~."ASSOc. f ~ >A~~\ ~ ..;;1; ( ill 1 ": V \~(\~~ 'P1't:'Y!;'f;f.5Fj •

21. The Hon'ble NClT admitted the application by pronouncing on May 15, 2018 which came to be delivered on May 17, 2018 and appointed Mr. Pardeep Kumar Sethi as the Interim Resolution Professional (IRP) of the Company on May 18, 2018. However, the Hon'ble NCLAT by an order dated May 30, 2018 stayed the order passed by the Hon'ble NClT for initiating the Corporate Insolvency Resolution (CIR) process of the Company and allowed the management of the Company to function. In accordance with the order of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi handed over the control and management of the company back to the erstwhile management of the Company on May 30,2018. Subsequently, by order dated April 30, 2019, the Hon'ble NCLAT allowed stay on CIR process to be vacated and directed the Hon'ble NClT to pass necessary orders on May 07, 2019. On the basis of the orders of the Hon'ble NCLAT, Mr. Pardeep Kumar Sethi, wrote to the management of the Company on May 02, 2019 requesting the charge, operations and management of the Company to be handed over back to IRP. Therefore, Mr. Pardeep Kumar Sethi has in his capacity as IRP has taken control and custody of the management and operations of the Company from May 02, 2019. For the information set out in the financial statements for the year ended March 31, 2019, the IRP has relied upon the accuracy and veracity of any and all information and data provided by the officials of the Company and the records of the Company made available by such officials. For all such information and data, t~e IRP has assumed that such information and data are in the conformity with the Companies Act, 2013 and other applicable laws with respect to the ," preparation of the financial statements and that they give true and fair view of the position of the Company as of the dates and period indicated therein. Accordingly, the IRP is not making any representations regarding accuracy, veracity or completeness of the data or information in the financial statements.

For Reliance Communications Limited ~, Pardeep Kumar SfletRi Sett':t Interim Resolution Professional

~ Manika Chief Finane

Place: Mumbai Date: May 27,2019 •

,. ANNEXUREI Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results - Consolidated) Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2019 [See Regulation 33 J52 of the SEBI (LODR) (Amendment) Regulations, 2016) I Sr. Particulars Audited Figures Audited Figures No. (as reported before (audited figures adjusting for after adjusting for qualifications) qualifications) 1 Turnover JTotal income 4,194 4,194 2 Total Expenditure 5,061 5,061 3 Net Profit/(Loss) (867) (867) 4 Net Profit/ (Loss) from Discontinued Operations (6,351) (11,724) 5 Earnings Per Share (26.26) (42.72) 6 Total Assets 67,558 67,558 7 Total Liabilities 71,738 77,111 8 Net worth (4,180) (9,553) 9 Any other financial item(s)'(as felt appropriate I by the management) ,-, II Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: Non Provision of Interest and Foreign Exchange variation (Refer Note 3) b, Type of Audit Qualification: Qualified Opinion J Qualified Opinion . Disclaimer of Opinion JAdverse Opinion \ c. Frequency of qualification: Whether appeared Second Time first time Jrepetitive Jsince how long continuing d, For Audit Qualification(s) where the impact is Impact is not ascertainable as the quantified by the auditor, Management's Views: Company is under IBC and CIR process initiated e, For Audit Qualification(s) where the impact is (i) Impairment review of tangible and not quantified by the auditor: intangible assets, assets held for sale, investments and other assets and reconciliation of credits relating to GST and TDS (Refer Note 2)

(ii) Qualification on Going Concern in some of Subsidiaries (Refer Note 12) (i) Management's estimation on the impact of audit qualification: (ii) If management is unable to estimate the Impact is not ascertainable as the Company is under IBC and CIR process impact, reasons for the same: ~\l &A$~ '1-- ;,...... ,; So initiated '1:t1~( ~ MU"",BAI1V ~~!\ :1>:-$ ~p-:J •

I (iii) Auditors' Com ments on (i) or (ii) above: III Signatories: . Interim Resolution Professional ~~ ..,.. • . Director 4~ CFO ~ \\~ ~ Statutory Auditor IJ 7~ \

Place Mumbai Date May 27, 2019