Reliance Communications Limited Telecom Restructuring Primer 22 May 2019

SUMMARY CONSOLIDATED CAPITAL STRUCTURE (INRbn) AS OF 31 MARCH 2018

Outstanding Outstanding Instrument Issue Date Interest rate Maturity (1) Leverage (INRbn) (USDm) Rupee Term loans from banks and others 2.67% - 16.45% 2017 - 2022 beyond 134 2,057 INR 30bn 11.20% Non-Convertible Debenture 02-Mar-09 11.20% 01-Mar-19 30 461 INR 15bn 11.25% Non-Convertible Debenture 07-Feb-12 11.25% 07-Feb-19 8 115 Foreign Currency loans from banks 2.67% - 16.45% 2017-2022 143 2,205 USD 300m 6.5% Senior Secured Notes 06-May-15 6.50% 06-Nov-20 19 297 Total secured debt 334 5,135 37.2x Rupee Term loans from banks and others 11.70% <1 year 118 1,817 Foreign currency loans 5.44% <1 year 3 41 Deferred liabilities of spectrum 10.00% <1 year 67 1,030 Total debt for RCom (excl. GCX) 522 8,023 58.1x GCX's USD 350m 7% Senior Secured notes 01-Aug-14 7.00% 01-Aug-19 23 349 Total debt for RCom (incl. GCX) 545 8,372 60.6x Cash and cash equivalents 6 94 Net debt 539 8,278 59.9x Market capitalisation 5 76 Enterprise Value 544 8,354 Adjusted EBITDA (FY18) 9 EV/EBITDA 60.5x Source: Debtwire, company reports, (1) INR / USD 0.01537 as of 31 March 2018, sourced from Oanda.com

Reliance Communications’ (RCom) has issues, which could delay a resolution for POTENTIAL BIDDERS finally given up on its 15-month battle to quite some time and impede the recovery keep itself and core Indian subsidiaries predictability. While Essar Steel India’s Ltd Reliance Infratel (RITL) and Reliance ongoing two-year process might be the Telecom (RTL) outside of bankruptcy. most egregious example of what happens Ltd After the -controlled - once the litigation begins, there have been communications, data-centre and undersea- numerous other cases dragged on by appeals Brookfield Asset Management Inc. cable operator decided it was better served and counter appeals all the way to the seeking salvation through formal Supreme Court. Reliance Infocomm Ltd proceedings, the National Company Sistema JSFC Law Tribunal (NCLT) ordered the Some points that will likely need to be cleared up are: (1) the date of admission; resumption of its corporate insolvency Source: Debtwire, , Economic Times resolution process (CIRP) on 7 May. (2) whether certain transaction should be clawed back as preferential; (3) the treatment RCom withdraw its appeal against the initial of priority claims among secured lenders; DEBTOR SUMMARY 15 May 2018 bankruptcy order a few days (4) the treatment of claims by the Department after India’s Supreme Court 26 January of (DOT), a vital Promoter Anil Ambani & family decision narrowing the interpretation of an operational creditor; and (5) whether the ineligible bidder for a bankrupted company. insolvency proceedings of the three entities Sector Telecom The ruling, which clarified the definition of could be streamlined into a single process. ineligible related parties, potentially allows Total debt (FY18) INR 544bn (USD 8.4bn) Anil’s elder brother, , the Without those issues being resolved, it is nearly impossible to ascertain what the billionaire promoter of wireless FY18 EBITDA INR 9bn communications provider Reliance Jio actual recovery levels might be. While the market price for RCom’s due-November Infocomm (Jio), to pitch a resolution plan for Leverage (FY18) 60.5x RCom, according to Debtwire’s legal analyst 2020 bonds are indicated in the 25 cents neighbourhood, we set out scenarios later in Ashley Bell. The brothers had previously Source: Debtwire, Company filings this report with recoveries estimated at inked two out-of-court deals in December (1) 2017 and August 2018 in which RCom was 23-79 cents . The recent redistribution to sell the majority of its assets to Jio. But order in the Essar Steel India case as well CREDIT RESEARCH as the only 15% to 20% recovery for both were terminated in March 2019 — (2) Anjali Agarwal leading to the bankruptcy—in part because creditors of RCom rival Ltd only adds to pessimism. India Credit Research Manager - Debtwire Asia of RCom’s inability to win approval from [email protected] financial and operational creditors. Dominic Soon With aspects of India’s two-year-old 1) Assuming pari passu distribution with other secured Senior Analyst - Debtwire Asia [email protected] Insolvency & Bankruptcy Code (IBC) still to lenders, with the variance largely depending on the estimated values of RCOM's spectrum and Dhirubhai Ryan Patwell be ironed out, RCom’s path through a Ambani Knowledge City (DAKC), a 125 acre leasehold Corporate Insolvency Resolution Process land plot in . Head of Research - Debtwire Asia (CIRP) will likely be litigated on a host of 2) As reported by on 18 May. [email protected]

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

NCLT CASE DETAILS Respondent Reliance Communications Ltd, Reliance Telecom Ltd, Reliance Infratel Ltd Petitioner India Pvt Ltd Default Amount (as per NCLT order) INR 9.79bn Date of Petition 13-Sep-2017 Original Date of Acceptance Into Bankruptcy 15-May-2018 NCLAT stay on insolvency process 30-May-2018 Resumption of Insolvency Proceedings(1) 7-May-2019 Initial Deadline for Plan (180 days) 3-Nov-2019 Possible Extended Deadline for Plan (270 days) 1-Feb-2020 Court Mumbai bench Judge B.S.V. Prakash Kumar Original Interim Resolution Professional Pradeep Kumar Sethi (RBSA Advisors) SBI Nominated Resolution Professional Anish Nairanjan Nanavaty (Deloitte Touche Tohmatsu) Settlement to Ericsson in March 2019 upon Supreme Court order INR 5.8bn including late payment interest (~56 cents(2)) LEGAL AND FINANCIAL ADVISORS Lender counsel AZB & Partners, Anil Kher and Co, Trilegal, S&R Associates Counsel J Sagar Associates (as of May 2018) Petitioner Counsel Ashwin Ankhad & Associates (as of May 2018) RCom Counsel Naik Naik & Co (as of May 2018) First-Lien Bondholder Varde Investment Partners LP First-Lien Bondholders Counsel Kirkland & Ellis LLP Financial Advisor Credit Suisse GCX BOND ADVISORS Counsel Paul Hastings LLP First Lien Bondholders Bardin Hill Investment Partners LP, Blenheim Capital Partners, Varde Investment Partners LP First Lien Bondholders Counsel Goldman Sachs & Co. LLC, White & Case LLP Financial Advisor Lazard Source: Debtwire, company filings, court documents The date of resumption of proceedings is not the date of admission. (1) Settlement amount of INR 5.5bn without interest divided by INR 9.8bn due to Ericsson as of 31 March 2017.

What will happen to recent payments/ Ericsson India in March 2019 and the August How will varied secured priority claims be transactions? 2018 sales of media convergence nodes treated? Disagreements between creditors RCom's resolution professional (RP) will (MCN) and fibre assets to Jio could also be of RCom, RITL and RTL over the distribution have unilateral discretion to determine deemed preferential. of proceeds from the now-defunct Jio asset sale agreement signed in December 2017 which transactions warrant him seeking The Ericsson settlement payment is likely to approval from the NCLT to unwind as began shortly after the ink dried. RITL offshore come under scrutiny even though it was secured lenders — Standard Chartered Bank, preferential. Under IBC sections 43 and 45, prompted by a Supreme Court directive. the RP can scrutinise preferential payments Emirates NBD, VTB Capital, Industrial and National Company Law Appellate Tribunal Commercial Bank of and Doha Bank — made to creditors and the sales of assets to Chairperson S.J. Mukhopadhaya observed third parties done within one year before maintained that proceeds from the sale of tower during an 8 April hearing that the payment is assets should be used first to pay down their admittance and sales to a related parties liable to be reversed under IBC Section 43, within two years. claims as they contend that they have a according to a Business Standard report dated prepayment clause covering asset sales in As such, the NCLT recognised admittance 9 April. If the RP chooses to contest the their loan agreements. State Bank of India date could be important. According to an payment, the court will need to establish and other domestic creditors then pressed their 8 May public announcement in the Business whether a Supreme Court directive supersedes own priority claims even though all RCom’s Standard newspaper posted on Rcom’s the IBC, as per a Debtwire report in May. assets are included in a common security pool website, the bankruptcy admittance date is While Jio’s purchase of RCom’s MCN assets for all its secured creditors. An attempt to 15 May 2018. However, given the 11 month could potentially be classified as an arbitrate the matter ran aground because some stay on proceedings between 30 May 2018 undervalued transaction under Section 45 creditors refused to concede to the process. to 30 April 2019, that date is likely to be of the IBC, we do not believe that this contested because it could significantly A bankruptcy proceeding won’t ameliorate transaction will be disputed. Debtwire impact whether the RP should seek to the disagreement. In CIRP, it is the financial clawback a USD 200m payment in reported in October 2018 that INR 7.74bn creditors themselves, in negotiations with December 2017 to a China Development of the INR 12bn received from the sale the white knight, that determines how to Bank (CDB)-led lender syndicate in was used to reinstate bank guarantees apportion the settlement proceeds. The RP’s exchange for their withdrawal of a with the DOT, protecting the validity of role is simply to verify claims as either secured bankruptcy application. RCom’s spectrum licenses. As creditors and unsecured, but not to differentiate among would likely be much worse off were the ranks of secured financial claims nor asset Regardless of whether the start date is reset spectrum licenses forfeited, it would not charges, according to IBC Section 18. to 7 May 2019, the INR 5.8bn (USD 83.1m) make much sense for them to try and claw Given the existing dispute between creditors, settlement payment to trade creditor back these payments. the distribution levels will likely be litigated. Tearsheet/Credit report DW-APAC 22-May-19 Page 2

Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

Perhaps by the time the RCom creditors November 2020 bonds approved in August ● DAKC land valuation of INR 66bn, which make their cases, the Supreme Court will 2018. We outline three recovery scenarios, is the book value of leasehold land, free- have already set a precedent with Essar which provide 23-79 cent recoveries on a hold land and buildings not held for sale Steel India. The NCLAT’s directives on Essar discounted basis. While the range is mostly on the company’s balance sheet as of Steel as well in the case of iron ore miner much higher than the ~25-cent indicated 31 March 2018. Orissa Manganese & Minerals seem to trading levels for RCom’s secured bonds and favour equal distribution for all secured loans, we think that market participants are ● Restructuring process to take three years creditors. However, that seems to go against taking a cautious approach to the valuations and the distribution discounted to present the spirit of a 24 January 2019 Supreme following NCLAT’s redistribution order in value at ~15%. Notably, the Essar Steel Court ruling regarding the Swiss Ribbons the Essar Steel case; the limited visibility on NCLT process has been ongoing for nearly insolvency, which stated "all creditors do not RCom’s spectrum liabilities; and the value of two years with no clear end point. need to be treated identically, but in a Knowledge City (DAKC), Bear case scenario. We estimate that the manner that reflects the different bargains RCom’s 125 acre plot in Navi Mumbai. recovery could be ~23 cents. they struck with the debtor." As reported by Debtwire in March 2019, Key assumptions: Can the three bankruptcies be merged? some market participants were discounting ● No value for spectrum as DOT acts While group insolvency is under Essar Steel loans by 20 points following the on its threat to cancel RCom’s consideration, the law currently dictates NCLAT decision. The recovery amounts spectrum licenses. that RCom and its two main units undergo below are calculated using RCom’s separate proceedings even though their consolidated assets divided by its ● GCX equity stake to have no value, with Committee of Creditors (COC) might be consolidated secured debt, and assumes GCX bondholders potentially being new substantially similar. In the Videocon that all secured financial creditors receive holders of that entity’s equity. Industries case, separate insolvency equal distribution from all assets across the ● DAKC land valuation of INR 20bn in line applications against the company were group. This could significantly change with transaction by Diligent Media transferred to a single bench. In the depending on how the previous series of Corporation (part of ) to sell meantime, the NCLT has yet to rule on the questions get answered. leased land in Navi Mumbai at INR 0.16 petition from Videocon lead creditor, State per acre in February 2019. Bank of India, to have prospective bidders Blue-sky scenario. Debtwire estimates that submit a common resolution plan for all 14 the recovery on the due-November 2020 ● Restructuring process to take three years entities, as per a 15 March bonds and secured loans will be ~79 cents. and the distribution is discounted to report from The Economic Times. Key assumptions: present value at ~15%. Cancellation of spectrum licenses could be ● Spectrum licenses are valued by taking black swan event significantly reducing end-March 2018 book value, less two (1) years of amortisation (using the average RCom asset values . In order to avoid losing 1) Due to insufficient public disclosure, we are unable to spectrum licenses, potential resolution plans level of amortization for FY17 and FY18) determine the value of spectrum that is at risk of can- may require that a significant payment be and then reducing the balance by the INR cellation. RCom reported INR 67bn in spectrum liabili- made to the DOT to settle any outstanding 67bn of spectrum liabilities on the ties as of 31 March 2018. liabilities, although it’s not yet clear how much balance sheet as of March 2018. that would require. While DOT claims will be ● DAKC land valued at INR 100bn, per classified as operational dues and the CIRP company disclosure on 26 December 2017. framework does not give any voting rights to the trade creditors, the COC will not want to ● Restructuring process to take two years antagonise the DOT to the point it cancels and the distribution is discounted to spectrum licenses. The telecommunications present value at 8%, a slight premium to regulator has made its voice heard in the the current yield on the JP Morgan past, threatening in July 2018 to cancel Corporate Non-Investment Grade index. spectrum licenses and to block third-party Base case scenario. We estimate that sales of spectrum if bank guarantees were the recovery could be ~43 cents. not provided. Key assumptions: There is already a precedent of a ministry ● Spectrum value calculated based on canceling a bankrupted debtor’s license. the reserve prices from the latest India's Ministry of Coal terminated a coal- Telecom Regulatory Authority of India mine development and production recommendations on auction of spectrum agreement it had with Monnet Ispat & dated 1 August 2018 and remaining life. Energy after the steel producer was RCom’s spectrum holdings were derived admitted into insolvency. The NCLAT in from page 115 of the due-November November 2018 rejected Monnet RP’s 2020 bond prospectus adjusted for challenge that the termination violated the 30MHz acquired from Sistema Shyam IBC moratorium provision. Teleservices Limited on 31 October Recovery. With RCom re-admitted into a 2017, assumed 50% split of the 800MHz CIRP process, all existing agreements with band with Jio from the spectrum sharing lenders will be scrapped and the process will agreement signed on 18 January 2016, follow IBC guidelines. This includes the and return to the DOT of some of the exchange offer holders of USD 300m due- 1800MHz band in June 2018.

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

RECOVERY ANALYSIS

INR bn USD m Holding Asset Low Base High Low Base High Notes company High case is book value of spectrum as of 31-Mar-18 amortised 2 years at RCom & average of FY17 and FY18 amortization rate; base case estimates spectrum Spectrum assets Reliance 0 100 146 0 1,542 2,243 value based on reserve price recommendations by TRAI on 1-Aug-18 and Telecom Ltd remaining life. Low case assume that DOT takes back all the spectrum.

(-) Deferred 0 -67 -67 0 -1,030 -1,030 spectrum liabilities

Net spectrum value - 33 79 - 512 1,213

High case calculated based on combined value of towers and fibre of Reliance Tower assets 40 45 50 615 692 768 INR 80bn, according to 29 May 2018 press release. Base and low case Infratel Ltd are 90% and 80% of high case.

Reliance High value per company press release on 27 August 2018 press release. Fibre optic cable, India 24 27 30 369 415 461 Infratel Ltd Base and low case are 90% and 80% of high case.

Reliance High value per company press release on 23 August 2018 press release. Media Convergence Nodes 16 18 20 246 277 307 Infratel Ltd Base and low case are 90% and 80% of high case.

Per GCX financial statements as of 31-Mar-18, GCX had signed a binding Global IDC data centers 7 8 8 104 117 130 agreement to acquire the 9 data centers for USD 130m fair value. & RCom Base and low case are 90% and 80% of high case.

Delhi and 8 8 8 123 123 123 Given as per the NCLT admission order 17 May 2018 real estate

High case per press release dated 26 December 2017 stating that SPV hold- Dhirubhai Ambani ing the project will assume non-recourse long term debt of INR 100bn; 20 66 100 307 1,009 1,537 Knowledge City (DAKC) base case was book value of leasehold land as of 31-Mar-18; low case same as Essel Group transaction at INR 0.16/acre

Pacnet sold to at ~6.3x trailing EBITDA in 2015. Using similar Equity value of Global multiple on GCX's cash EBITDA of ~USD 90m (Debtwire 6-Mar-19), 0 13 13 0 204 204 Cloud Xchange Limited EV estimate is USD 567m. Equity value calculated after taking out USD 350m GCX bonds and USD 12.7m SCB loan at holdco pledged against GCX shares.

Total asset value 115 218 309 1,764 3,349 4,744

Total secured debt 334 334 334 5,134 5,134 5,134

Undiscounted 34% 65% 92% Pari passu recovery secured recovery

Discount period (years) 3 3 2 Time it takes for resolution / payoff

Discount rate 15% 15% 8%

Discounted 23% 43% 79% secured recovery

Source: Debtwire, company filings . Note: As of 31 March 2018, RCom and RTL had INR 145bn and INR 34bn book value of telecom license assets

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

SPECTRUM HOLDING Spectrum by circle 800-850 MHz 900 MHz 1800 MHz 2100 MHz Total 8.8 - - 5.0 13.8 Mumbai 5.0 - 0.6 5.0 10.6 Kolkota 10.0 - - 5.0 15.0 5.0 - - - 5.0 Gujurat 6.3 - - - 6.3 Karnataka 8.8 - 0.6 - 9.4 Maharastra 5.0 - - - 5.0 Tamil Nadu 8.8 - - - 8.8 5.0 - 0.6 - 5.6 8.8 - - - 8.8 5.0 5.0 - 5.0 15.0 Punjab 6.3 - 0.6 5.0 11.9 3.8 - - 5.0 8.8 East 5.0 - - - 5.0 Uttar Pradesh West 10.0 - - - 10.0 8.8 - - 5.0 13.8 Assam 5.0 - - 5.0 10.0 Bihar 5.0 - - 5.0 10.0 Himachal Pradesh 5.0 5.0 - 5.0 15.0 Jammu & Kashmir 5.0 - 5.0 5.0 15.0 North East 5.0 - 5.0 5.0 15.0 5.0 - 5.0 5.0 15.0 Total 140.0 10.0 17.4 65.0 232.4 Source: Debtwire, company filings, Department of Telecommunications Note: As per company’s 1 October 2017 announcement, RCom has 200 MHz of spectrum across 800/900/1800/2100 MHz bands and additional 30 MHz of 800-850 MHz band acquired through Sistema Shyam Teleservices Ltd in November 2017.

OUTLINE OF CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Unlike insolvency processes in the US or UK, the (3) The process is administered by an (6) If 66% in value of the COC approve the Indian CIRP is effectively a sale process whereby NCLT appointed independent resolution plan (which includes a plan on the the debtor is sold to the highest third-party professional (RP) who is usually distribution of proceeds), it will bind all bidder subject to the approval of the financial nominated by the petitioner. Initially, financial and operational creditors, thus creditors and sanctioning by the NCLT. If a sale the RP has 180 days to come up with a cramming down any dissenting creditors agreement cannot be reached within the creditor approved plan although this including unsecured and operational stipulated time, a liquidator will be appointed to can be extended by an additional 90 creditors which did not have had a say on sell the assets of the business. Accordingly, a days for a total of 270 days. the restructuring proposal. CIRP should follow the following steps, although (4) The RP invites creditor claims and (7) The resolution plan if approved by the in practice, the time lines have been delayed and forms a Committee of Creditors (COC) COC, is submitted by the RP to the NCLT proceedings have somewhat deviated due to made up of only financial creditors. In and upon the tribunal’s approval, the plan that lack of clarity on certain sections of the IBC. theory, operational creditors are not is implemented with the moratorium party to discussions on a resolution ceased to have effect. (1) The process can be triggered with as low as plan, but in practice key operational INR 100k (USD 1,500) in unpaid dues by the creditors are consulted in the process corporate debtor. An insolvency application especially if their support is required to is filed and if the NCLT agrees that a default maximise the value of the business as a has occurred, the CIRP is initiated. The going concern. The RP’s duty amongst process can be cancelled on approval of the others is to decide the nature and applicant with 90% approval of the COC verification of claims, according (Pg. 17), or by Supreme court under Article to Section 18 and 10 of the IBC. 142 of the Constitution of India. This typically means dividing creditors into secured financial creditors, (2) Upon admission, a moratorium comes into unsecured financial creditors and force preventing any commencement or operational creditors. continuation of any proceedings against the (5) The RP values the business and by the debtor or any action to enforce or foreclose th any assets, and any action by a lessor to 75 day of the process, invites Expressions of Interest (EOI) with bids recover property. However, Section 14(3) to be received within 60 days. Upon (b) of the IBC allows the creditors to receipt of bids, RP solicits the COC to invoke personal or corporate guarantees vote and decide on the restructuring during the CIRP. proposal within one month.

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

PRICE TREND FOR RCOM’S 6.5% USD 300m SENIOR SECURED NOTES DUE 2020

105

31-May-18: NCLAT stays IBC 28-Dec-18: RCom signs proceedings and 95 binding agreement with allows asset RJio for sale of assets. worth INR 181bn 5-Jan-18: Debtwire 30-Apr-19: NCLAT 13-Sep-17: for sale to RJio reports China 13-Aug-18: RCom permits RCom to 85 Ericsson India files and Brookfield Development Bank and Reliance Telecom withdraw the appeal an insolvency withdraws insolvency have reinstates INR prompting the 30 May petition against petition against RCom 7.74bn bank 2018 imposition of stay RCom, Reliance 75 guarantees with the to its bankruptcy Infratel and Department of proceedings Reliance Telecom Telecommunications 65 7-Sep-18: 19-Mar-19: RCom 2-Jun-17: RCom Debtwire reports makes INR 5.8bn announces that that lenders 55 settlement payment lenders have formed haven't signed to Ericsson. a JLF and the revised RCom and RJio company will be put restructuring 15-May-18: NCLT terminate asset sale 45 through the SDR proposal process admits RCom, Reliance agreement. Infratel and Reliance Telecom into CIRP on 35 Ericsson's petition

23/27-Aug-18: RCom 27-Nov-17: Debtwire completes sale of MCN 25 reports China worth INR 20bn and Development Bank filed fibre network worth an insolvency petition INR 30bn to RJio against RCom 15

Source: Debtwire, Eikon

COMPANY DESCRIPTION

Reliance Communications Limited (RCom) is approval from its lenders. Following the deal’s Anil Ambani’s stake in RCom fell to 22% as of a , India-headquartered wireless- collapse, the NCLT ordered RCom into 31 March 2019 compared to 53% in communications, data-centre and undersea- bankruptcy on 7 May 2019. December 2018 after lenders and debenture cable company. After a 15 month struggle in holders invoked a share pledge after the Jio which the company attempted to monetise As of 31 March 2018, RCom reported INR asset sale fell through. assets to ward off a bankruptcy process, 545bn of consolidated debt including INR RCom was incorporated in July 2004 and was insolvency proceedings have now officially 67bn in spectrum liabilities due to India’s then listed on stock exchanges of India on 6 begun. Once India’s second-largest wireless- Telecommunications Department and non- March 2006. communications player in what was expected recourse debt at GCX Ltd, RCom’s undersea- to be a booming market, the company – cable arm, of INR 23bn. INR 334bn of debt controlled by tycoon Anil Ambani – was the including the USD 300m due-November 2020 most high-profile loser in the brutal war for bonds or ~61% of total consolidated debt is users that reached its apex with the classified as secured and share collateral over aggressive entry into the space in September RCom’s tower assets, optic fibre cables and 2016 by Reliance Jio Infocomm (Jio), spectrum licenses through a master security controlled by Anil’s big brother and frequent trustee agreement signed in March 2011. foil, Mukesh Ambani. Under a late-December RCom reported FY18 revenues and EBITDA 2017 definitive agreement, Jio was supposed of INR 46bn and INR 9bn, respectively to buy the majority of RCom’s wireless assets excluding assets held for sale to Jio. Including but the deal was mutually terminated in the assets for sale, FY18 net loss deteriorated March 2019 after RCom failed to get to INR 239bn from a loss of INR 13bn in FY17.

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

RCOM LENDER-WISE EXPOSURE AS OF 30 JUNE 2018 RITL LENDER-WISE EXPOSURE AS OF 30 JUNE 2018

S.No. Name INRm USDm S.No. Name INRm USDm

1 China Development Bank 80,307 1,173 1 State Bank of India 5,941 87

2 Life Insurance Corporation of India 42,729 624 2 Standard Chartered Bank 4,657 68 3 State Bank of India 33,792 494 3 VTB Capital PLC 4,657 68 4 Export Import Bank of China 28,054 410 4 Mahimna Mercantile Credits Limited 4,327 63 5 22,341 326 5 Doha Bank Q.P.S. C. 3,725 54 6 Noteholders (represented by the Notes Trustee) 22,095 323

7 Bank of Baroda 20,658 302 6 Emirates NBD Bank PJSC Dubai 2,980 44

8 Industrial and Commercial Bank of China 14,018 205 7 Industrial and Commercial Bank of China 2,533 37

9 Standard Chartered Bank 11,825 173 8 Standard Chartered Bank 2,188 32

10 Punjab National Bank 10,781 157 9 Syndicate Bank 36 1 11 Syndicate Bank 10,648 156 10 HDFC Bank Ltd. 28 0 12 IDBI Bank Limited 8,743 128 Total 31,073 454 13 Union Bank of India 8,512 124 Source: Debtwire, Ministry of Corporate Affairs 14 UCO Bank 8,067 118

15 Bank of India 7,682 112

16 Corporation Bank 7,405 108

17 Canara Bank 7,230 106

18 Bank of Maharashtra 4,888 71 RTL LENDER-WISE EXPOSURE AS OF 30 JUNE 2018

19 United Bank of India 4,748 69 S.No. Name INRm USDm

20 Oriental Bank of Commerce 4,623 68 1 China Development Bank 9,948 145

21 Bank of America 4,049 59 2 IDBI Bank Limited 4,465 65

22 Central Bank of India 4,026 59 3 Punjab National Bank 3,446 50 23 YES Bank Limited 3,913 57 HSBC supported by BPI France - 4 2,871 42 Assurance Export Assets Care & Reconstruction Enterprise Limited 24 (in relation to the Obligor Loans transferred by 3,438 50 5 Export Import Bank of China 2,487 36 DBS Bank Limited)

25 India Infrastructure Finance Company Limited 2,866 42 6 State Bank of India 1,405 21

26 Dena Bank 2,851 42 7 Vishvakarma Equipment Finance Limited 1,259 18

27 Deep Industrial Finance Limited 2,740 40 8 Canara Bank 584 9 28 Pearl Housing Finance Limited 2,740 40 9 Bank of India 547 8 29 Shriyam Auto Fin Limited 2,740 40 10 Syndicate Bank 431 6 30 Traitrya Construction Finance Limited 2,740 40

31 IFCI Limited 2,376 35 11 Barclays Bank 360 5

32 Credit Agricole 2,250 33 12 Union Bank of India 257 4

33 Vishvakarma Equipment Finance Limited 1,496 22 13 Indian Overseas Bank 215 3 34 Deutsche Bank 1,472 22 14 Central Bank of India 215 3 35 Indian Overseas Bank 1,409 21 15 Oriental Bank of Commerce 171 3 36 Vijaya Bank 970 14 16 Corporation Bank 162 2 37 Neptune Steel Strips Limited 717 10

38 HDFC Bank Ltd. 594 9 17 HDFC Bank Ltd. 0 0

Total 402,530 5,879 Total 28,824 421

Source: Debtwire, Ministry of Corporate Affairs Source: Debtwire, Ministry of Corporate Affairs

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

CONSOLIDATED FINANCIAL SUMMARY INRbn 2014 2015 2016 2017 2017(1) 2018(1) TTM 9M19 9M18 9M19 YoY % ∆ Period ending Mar-14 Mar-15 Mar-16 Mar-17 Mar-17 Mar-18 Dec-18 Dec-17 Dec-18 Revenue 212 218 220 195 66 46 40 36 31 -16.2%

Adjusted EBITDA 69 73 74 51 12 9 6 7 4 -43.5%

Adjusted EBITDA margin 32.6% 33.6% 33.6% 26.1% 18.8% 18.6% 14.0% 18.6% 12.5% -

Company stated EBITDA 77 75 74 54 - 9 - - - -

EBITDA margin 0.4 34.5% 33.8% 27.7% - 19.6% - - - -

Discontinued operations

Revenue - - - - 129 45 - - - -

Adjusted EBITDA - - - - 38 -16 - - - -

EBITDA margin - - - - 29.3% - - - - -

Net interest Expense -30 -27 -19 -21 -2 -2 - - - -

Operating cash 38 5 109 -37 -37 -5 - - - -

Capital expenditure -22 -25 -153 -39 -39 -6 - - - -

Free cash flow 17 -20 -44 -76 -76 -11 - - - -

Net borrowings -14 -24 37 33 33 6 - - - -

Equity raised / Dividends -1 61 0 0 0 0 - - - -

Change in Cash 2 16 -7 -43 -43 -5 - - - -

Cash 5 13 8 10 10 6 - - - -

Total Debt 420 395 469 495 495 544 - - - -

Net Debt 415 381 461 485 485 538 - - - -

Total Debt/Adj. EBITDA 6.1x 5.4x 6.4x 9.8x 40.2x 63.8x - - - -

Net Debt/Adj. EBITDA 6.0x 5.2x 6.3x 9.6x 39.3x 63.0x - - - -

Adj. EBITDA / cash interest paid 2.3x 2.7x 2.3x 1.5x 0.4x 0.6x - - - -

Source: Debtwire, company filings. (1) The numbers for FY17 and FY18 have been restated in FY18AR as certain business units of the company have been classified as held for sale.

GCX FINANCIAL SUMMARY USDm 2014 2015 2016 2017 2018 TTM 1H19 1H18 1H19 YoY % ∆ Period ending Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Sep-18 Sep-17 Sep-18

Revenue 515 483 431 403 362 347 183 168 -8.0%

Adjusted EBITDA 133 121 139 126 109 96 57 44 -21.8%

Adjusted EBITDA margin 25.8% 25.1% 32.2% 31.3% 30.0% 27.7% 30.9% 26.3% -

Net interest Expense -7 -24 -28 -28 -28 -27 -14 -13 -3.9%

Operating cash flow 164 51 25 5 27 9 -1 -18 -

Capital expenditure -20 -268 -32 -21 -30 -28 -13 -11 -15.9%

Free cash flow 144 -217 -8 -16 -3 (18) (15) (30) -

Net borrowings -4 297 -2 9 -11 0 -11 0 -

Equity raised / Dividends 0 0 0 -15 0 0 0 0 -

Change in Cash 139 79 -9 -22 -14 -18 -25 -30 17.3%

Cash 14 92 83 63 48 19 - 19 -

Total Debt 49 367 365 374 353 354 - 354 -

Net Debt 35 275 281 311 305 335 - 335 -

Total Debt/Adj. EBITDA 0.4x 3.0x 2.6x 3.0x 3.3x 3.7x - - -

Net Debt/Adj. EBITDA 0.3x 2.3x 2.0x 2.5x 2.8x 3.5x - - -

Adj. EBITDA / cash interest paid 41.2x 7.7x 5.3x 4.9x 4.3x 3.9x - - - Source: Debtwire, company filings

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

DETAILED CONSOLIDATED CAPITAL STRUCTURE (INRbn) AS OF 31 MARCH 2018 Outstanding Outstanding Instrument Issuer Issue Date Interest rate Maturity Leverage (INRbn) (USDm)(1)

Rupee Term loans from banks RCom 8.65% - 11.65% 2017 - 2022 beyond 103 1,584

Rupee Term loans from banks - subsidiary level Reliance Telecom 2.67% - 16.45% 2017-2022 6 95

Rupee Term loans from banks - subsidiary level Reliance Infratel 12.50% 2017-2022 7 104

Rupee Loans from others RCom 8.65% - 11.65% 2017 - 2022 beyond 13 207

Rupee Loans from others - subsidiary level Reliance Infratel 4 67

INR 30bn 11.20% Non-Convertible Debenture RCom 02-Mar-09 11.20% 01-Mar-19 30 461

INR 15bn 11.25% Non-Convertible Debenture RCom 07-Feb-12 11.25% 07-Feb-19 8 115

Foreign Currency loans from banks RCom 3.09% - 5.40% 2017-2021 112 1,720

Foreign Currency loans from banks - subsidiary level Reliance Telecom 2.67% - 16.45% 2017-2022 13 206

Foreign Currency loans from banks - subsidiary level Reliance Infratel - <1 year 16 249

Foreign Currency loans from banks - subsidiary level Others - - 2 29

USD 300m 6.5% Senior Secured Notes RCom 06-May-15 6.50% 06-Nov-20 19 297

Total secured debt(2) 334 5,135 37.2x

Rupee Term loans from banks RCom 11.70% <1 year 19 287

Rupee Term loans from banks - subsidiary level Others 3 49

Rupee Term loans from others RCom 8.65% - 11.7% 2017 - 2022 beyond 57 878

Rupee Term loans from others - subsidiary level Others 39 603

Foreign currency loans RCom <1 year 2 30 5.44% Foreign currency loans - subsidiary level Others 1 11

Deferred liabilities of spectrum(3) RCom 10.00% <1 year 41 637

Deferred liabilities of spectrum(3) Reliance Telecom 10.00% <1 year 26 393

Total debt for RCom (excl. GCX) 522 8,023 58.1x

GCX's USD 350m 7% Senior Secured notes GCX Ltd 01-Aug-14 7.00% 01-Aug-19 23 349

Total debt for RCom (incl. GCX) 545 8,372 60.6x

Cash and cash equivalents 6 94

Net debt 539 8,278 59.9x

Market capitalisation 5 76

Enterprise Value 544 8,354

Adjusted EBITDA (FY18) 9 EV/EBITDA 60.5x

Source: Debtwire, company reports. (1) INR / USD 0.01537 as of 31 March 2018, sourced from Oanda.com (2) Of the total secured debt amounting to INR 315bn from banks, financial institutions and debenture holders, the company has defaulted on dues amounting to INR 125bn in principal and INR 3.7bn in interest, as per AR18 (3) Company has classified the liabilities as current due to its relation to the assets which are held for sale.

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

RELIANCE INFRATEL FINANCIAL SUMMARY INRm 2014 2015 2016 2017 2018 YoY % ∆ Period ending Mar-14 Mar-15 Mar-16 Mar-17 Mar-18

Revenue 76,600 58,580 45,880 60,520 32,940 -45.6%

Adjusted EBITDA 36,830 23,400 19,230 32,030 5,040 -84.3%

Adjusted EBITDA margin 48.1% 39.9% 41.9% 52.9% 15.3% -

Net interest Expense -10,790 -6,900 -6,570 -5,200 -2,030 -61.0%

Operating cash flow 42,620 26,110 15,880 -3,530 5,080 -

Capital expenditure -10,220 -10,870 -7,440 -7,960 -1,450 -

Free cash flow 32,400 15,240 8,440 -11,490 3,630 -

Net borrowings -21,570 -15,200 10,420 14,890 -3,620 -

Equity raised / Dividends 0 0 0 0 0 -

Change in Cash 10,830 40 18,860 3,400 10 -

Cash 40 80 630 140 530 -

Total Debt 66,160 91,870 103,210 118,060 74,880 -36.6%

Net Debt 66,120 91,790 102,580 117,920 74,350 -36.9%

Total Debt/Adj. EBITDA 1.8x 3.9x 5.4x 3.7x 14.9x -

Net Debt/Adj. EBITDA 1.8x 3.9x 5.3x 3.7x 14.8x -

Adj. EBITDA / cash interest paid 4.9x 2.4x 2.6x 4.8x 5.5x -

Source: Debtwire, company filings

RELIANCE INFRATEL CAPITAL STRUCTURE (INRm) AS OF 31 MARCH 2018 Lenders / Outstanding Outstanding Instrument Coupon Maturity Leverage Security Subscriber (INRm) (USDm)(1)

Secured by first pari passu charge on the tower assets Standard and optic fibre cables, capital work in progress including Chartered Foreign currency loans from banks 5.54% 2018-19 16,230 249 all the rights, titles, interest, benefits, claims and demands Bank, relating to RITL, RCom, RTL and RCIL. Also guaranteed by ultimate holdco Standard Secured by second pari passu charge over moveable Rupee loans from banks Chartered 12.50% 2019-20 1,920 30 assets of the borrower group and guaranteed Bank by ultimate holdco State Bank Rupee loans from banks 2018-19 4,850 75 In addition to the above second charge, INR 4.85bn of of India loans from banks are also secured by tower receivables, pledge of equity shares of Reliance IDC Ltd held by Rupee loans from financial institutions 2018-19 4,330 67 Reliance Webstores Ltd

Total secured debt 27,330 30 5x

Rupee loan from financial institution 12.50% 2019-20 3,450 53

Rupee loan from related party Ltd 3,760 58

Rupee loans from banks Syndicate Bank 30 0

Interest accrued and due 310 5

Total debt for RCom 34,880 146 7x (excl. Preference shares) Reliance 0.1% Redeemable Non Convertible Communications 40,000 615 Preference Shares Ltd Total debt for RCom 74,880 760 15x (incl. Preference shares) Cash and cash equivalents 530 8

Net debt 74,350 752 15x

Adjusted EBITDA ( FY18) 5,040

Source: Debtwire, company reports. (1) INR / USD 0.01537 as of 31 March 2018, sourced from Oanda.com RITL - Reliance Infratel Ltd, RCom - Reliance Communications Ltd, RTL - Reliance Telecom Ltd, RCIL - Reliance Communications Infrastructure Ltd

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

RELIANCE TELECOM FINANCIAL SUMMARY INRm 2014 2015 2016 2017 2018 YoY % ∆ Period ending Mar-14 Mar-15 Mar-16 Mar-17 Mar-18

Revenue 36,828 34,700 27,541 17,762 6,515 -63.3%

Adjusted EBITDA 3,971 6,224 4,371 -628 -1,892 201.2%

Adjusted EBITDA margin 10.8% 17.9% 15.9% - - -

Net interest Expense -3,391 -3,529 -1,943 -4,926 -2,651 -46.2%

Operating cash flow 409 4,731 -5,836 3,925 -1,743 -

Capital expenditure -16,608 -761 -7,756 -939 -542 -42.3%

Free cash flow -16,199 3,970 -13,592 2,986 -2,285 -

Net borrowings 2,415 -4,868 13,558 -3,190 -16 -

Equity raised / Dividends 13,477 500 0 0 0 -

Change in Cash -308 -398 -34 -204 -2,301 -

Cash 482 86 70 23 128 -

Total Debt 43,415 49,775 64,827 65,955 70,912 7.5%

Net Debt 42,934 49,689 64,758 65,933 70,784 7.4%

Total Debt/Adj. EBITDA 10.9x 8.0x 14.8x - - -

Net Debt/Adj. EBITDA 10.8x 8.0x 14.8x - - -

Adj. EBITDA / cash interest paid 3.0x 1.7x 0.9x - - -

Source: Debtwire, company filings

RELIANCE TELECOM CAPITAL STRUCTURE (INRm) AS OF 31 MARCH 2018 Lenders / Outstanding Outstanding Instrument Coupon Maturity Leverage Security Subscriber (INRm) (USDm)(1) Secured by (1) First pari passu charge on the moveable assets including tower assets and optic fibre cables, capital China Development work in progress including all the rights, titles, interest, Bank, Export benefits, claims and demands relating to RITL, RCom, Foreign currency loans from banks Import Bank 13,411 206 RTL and RCIL. (2) Pledge of equity shares of RCIL held by of China, RCom and of RTL held by RCom and Reliance Realty Ltd. HSBC France (3) Lenders of foreign currency loans have been 2.82% - 2019-2022 assigned 8 unified access services licenses, while assign- 16.25% ment of telecom licenses for the rupee term loans is pending to be executed. (4) Foreign currency loans are guaranteed by the holdco. (5) Rupee term loans are also Consortium secured by pledge of equity shares of RITL held by RCIL, Rupee loans from banks 6,152 95 lenders assets and corporate guarantee of the borrower group.However charge over part immoveable assets of the borrower and Reliance Globalcom BV is pending Total secured debt 19,562 301 -

Rupee loans from others 3,627 56 Holdco and Loans from related parties <1 year 31,817 489 fellow subsidiaries Interest due on borrowings <1 year 455 7

Capital Creditors 1,525 23 Total debt for RCom 56,985 876 - (excl. Preference shares) Reliance 1% Redeemable Non Convertible Communications 1.0% <1 year 13,927 214 Preference Shares Tamilnadu Ltd Total debt for RCom 70,912 1,090 - (incl. Preference shares)

Cash and cash equivalents 128 2

Net debt 70,784 1,088 -

Adjusted EBITDA (FY18) -1,892

Source: Debtwire, company reports. (1) INR / USD 0.01537 as of 31 March 2018, sourced from Oanda.com RITL - Reliance Infratel Ltd, RCom - Reliance Communications Ltd, RTL - Reliance Telecom Ltd, RCIL - Reliance Communications Infrastructure Ltd

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

KEY EVENTS

7-May-19 – NCLT orally directs resumption of 18-Mar-19 RCom and Reliance Jio mutually 11-Aug-18 – RCom announces sale of insolvency proceedings against RCom and its terminate their asset sale agreement. 800MHz spectrum across 22 circles to Jio. two subsidiaries Reliance Infratel Ltd (RITL) This does not include the spectrum covered 6-Mar-19 - The ad-hoc group of GCX and Reliance Telecom Ltd (RTL). According to under the master agreement signed in bondholders led by Bardin Hill (fka Halycon an Economic Times article, the NCLT has asked December 2017. Capital) and Blenheim Capital hired Goldman the interim resolution professional to submit Sachs and White & Case as advisors, reports 30-Jul-18 - Credit Agricole sells INR 1.9bn a progress report on insolvency process by Debtwire. Varde Partners, the largest holder (USD 28m) RCom loans to a special 30 May 2019. The IRP has asked for the period of GCX bonds has hired Kirkland & Ellis to situations investor, according to Debtwire. between 30 April 2018 to 30 May 2019 to advise a group of non-ad hoc bondholders. be excluded from the insolvency process 31-May-18 – NCLAT stays the IBC following a stay by the NCLAT on 31 May 2018. 5-Feb-19 - Telecom Disputes Settlement and proceedings against RCom, RITL and RTL till Appellate Tribunal (TDSAT) directed the end September while allowing the proposed 6-May-19 – RCom’s lead lender SBI DOT to return RCom’s bank guarantee of asset sales to Jio and Brookfield Asset nominated Deloitte backed Anish Niranjan INR 20bn (USD 279m) as per earlier order Management Inc to continue. Nanavaty as resolution professional to passed on 3-Jul-18. replace Ericsson India-nominated RBSA 4-Apr-18 – Varde Partners purchases Advisors, reports Debtwire. 24-Jan-19 - RCom announces that it will not RCom’s INR 3bn rupee loan from DBS bank make INR 3.75bn payment on its non- at 52 cents, reports Debtwire. 30-Apr-19 – NCLAT allows RCom to convertible debentures due 7-Feb-18 as it withdraw an appeal which prompted the was awaiting funds from the Jio asset sale 15-May-18 – RCom, RTL and RITL admitted 30 May 2018 imposition of a stay to its which never came in. into bankruptcy by NCLT Mumbai following bankruptcy process. a petition from operational creditor Ericsson 23-Jan-19 – Rating agency Fitch India claiming INR 10bn (USD 146m) in dues. 29-Apr-19 – RCom fails to pay spectrum downgrades GCX Ltd.’s USD 350m 7% installment of INR 4.92bn for the third time secured bond to CCC from B-. 28-Dec-17 - RCom signs a binding agreement on 19 April, including 10-day grace period, with Jio for sale of its 122.4 MHz of 7-Jan-19 - RCom deposits INR 1.31bn with reports Economic Times. The same article spectrum across 800/900/1800/2100 MHz Supreme Court as part payment of the INR 5.8bn states that RCom missed spectrum dues of INR band, 43,000 towers, 178k km of fibre and due to Ericsson including accrued interest. 2.81bn on 5 April and INR 210m on 13 March. 248 MCNs. 3-Dec-18 – Reliance Realty, wholly-owned 18-Apr-19 – GCX’s financial advisor Lazard is subsidiary of RCom, submits INR 14bn 21-Nov-17 - RCom lenders approve sale circulating an information memo for a private corporate guarantee to DOT. of real estate assets in Delhi and Chennai loan to redeem USD 350m 7% bonds due for INR 8.01bn to Brookfield, according to 1 August, reports Debtwire. 30-Nov-18 - Arbitration proceedings begin Times of India. as certain RCom lenders demand priority 27-Mar-19 - NCLAT stays India’s Department repayment while a group of Indian lenders of Telecommunications’ (DoT) notices are pushing for pari passu distribution, seeking cancellation of RCom’s spectrum reports Debtwire. permits following delayed license payments. DOT sent a letter to Axis bank to invoke 27-Aug-18 - RCom announces completion INR 20bn bank guarantees given by RCom, of sale of its fibre network and related this was stayed as well by the NCLAT. infrastructure worth INR 30bn (USD 417m) to Reliance Jio. 26-Mar-19 – Ericsson moves the Supreme Court to end insolvency proceedings and to 23-Aug-18 - RCom completes the sale of its drop contempt charges against Anil Ambani, media convergence nodes (MCNs) and as per Economic Times. related infrastructure to Reliance Jio worth INR 20bn (USD 285.3m). 19-Mar-19 - RCom confirms payment of INR 5.5bn (USD 80m) plus interest to Ericsson 22-Aug-18 - RCom floated a revised (Debtwire later reported the full amount restructuring proposal to its onshore lenders, was INR 5.8bn including the interest). offering to settle either at 25 cents on the The payment was made in compliance with a dollar or with equity-like instruments the Supreme Court judgement, with Mukesh expected 59-cents-on-the-dollar principal not repaid from the Reliance Jio deal which it Ambani providing the funds, although it is struck in December 2017, as per Debtwire. unclear if it was a personal loan to Anil Ambani or RCom, or paid directly by Mukesh. Failure 13-Aug-18 - RCom reinstates INR 7.74bn to pay would have led to Anil Ambani being in bank guarantees with DOT in turn contempt of court and possibly facing jail time. protecting its spectrum licenses.

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Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

Rattan India Finance Pvt Anil D. Ambani & Ltd through a broker Life Insurance Public shareholders family and other Moneypalm Investment Corporation of India and others promoter group Solutions Pvt Ltd

11.1% 22.0% 5.94% 60.96%

RELIANCE COMMUNICATION LTD(1)(2) USD 300m 6.5% senior se- —Wireless and other telecom cured notes due 2020 operations

Reliance Communications Reliance Globalcom BV Reliance Big TV Reliance Realty Ltd (3) Limited (100%) Infrastructure Limited(1) (The ) (100%) - Direct o Home (100%) (100%) -Investment Holding (DTH) -Investment Holding -Investment Holding

21.20% 79.71% Reliance Webstore Limited (100%) Reliance Infratel Reliance Communication Reliance Telecom (1) 10.74% Inc. (USA) (100%) - Trading & Marketing (1)(3) Limited Limited - Telecom tower and - Int’l voice & data 78.80% - Wireless operation Optic fiber cable services

Globalcom IDC Limited (100%) - Internet data centers

Global Cloud Xchange Indian Subsidiary Limited (Bermuda) (100%) -Investment Holding Issuer group security providers of the due-2020 notes

GCX Limited Overseas subsidiaries (Bermuda) (100%) -Investment Holding Restricted subsidiaries under RCom’s due-2020 notes

Restricted group under GCX’s

due-2019 notes Reliance Globalcom FLAG Telecom Group Limited Services Limited (Bermuda) (100%) (Bermuda) (100%) - Investment Holding - Investment Holding Collaterals for the due-2020 notes: (1)Charge over present and future movables of RCom, Reliance Telecom Limited, Reliance Infratel Limited and Reliance Communications Infrastructure Limited (2)Assignment of 20 unified access service licenses and one national long distance and one International long distance license of RCom Flag Telecom Group Vanco Group (2)Pledge of entire shareholding of Reliance Telecom Limited and Reliance Infocomm Infra- - Capacity leasing and - Capacity leasing and structure Limited held by RCom internet protocol internet protocol

Source: Offering circular of USD 300m 6.5% senior secured notes dated 27 April 2015

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ORGANIZATION STRUCTURE OF GCX GROUP Page 14 Page Source: Offering circular of GCX’s USD 350m 7% senior secured bonds due-2019

Note: all shareholdings are at least 99.9% unless otherwise stated

Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India

USEFUL LINKS ADDITIONAL CONTACT INFORMATION

- 2018 Annual Report

Luc Mongeon - 2017 Annual Report Managing Editor, Asia Pacific +65 6349 8054 27-Apr-15 RCom USD 300m notes due 2020 Bond Document [email protected]

Global Cloud Xchange USD 45m due 2023 Preliminary Document 3-Aug-18 (not issued) Chaim Estulin Senior Editor, Asia Pacific 17-Aug-18 Amended Insolvency and Bankruptcy Code, 2016 +852 2158 9725 [email protected]

10-Jan-18 Debtwire’s RCom Case Profile

Disclaimer We have obtained the information provided in this report in good faith from publicly available data as well as Debtwire data and intelligence, which we consider to be reliable. This information is not intended to provide tax, legal or investment advice. You should seek independent tax, legal and/or investment advice before acting on information obtained from this report. We shall not be liable for any mistakes, errors, inaccuracies or omissions in, or incompleteness of, any information contained in this report, and not for any delays in updating the information. We make no representations or warranties in regard to the contents of and materials provided on this report and exclude all representations, conditions, and warranties, express or implied arising by operation of law or otherwise, to the fullest extent permitted by law. We shall not be liable under any circumstances for any trading, investment, or other losses which may be incurred as a result of use of or reliance on information provided by this report. All such liability is excluded to the fullest extent permitted by law. Any opinions expressed herein are statements of our judgment at the date of publication and are subject to change without notice. Reproduction without written permission is prohibited. For additional information call Debtwire at +852 2158 9790. This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor's. Reproduction and distribution of third party content in any orm is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES. OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice. Copyright 2019.

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