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Reliance Communications LimitedLetter to ShareownersAs a pure B2B player, RCOM is best positioned to capturedisproportionate market share in the fast growing enterprise dataand data center market in India and will reimain focused on:1.stable enterprise communications services and the rapidlygrowing data center space in India.2.global subsea cable business in enterprise data acrosscontinents, with over 300 enterprise and carrier customersworldwide.3.serve approximately 35,000 customers worldwide vis-àvis 12 crore customers inclusive of B2C earlier;4.employ approximately 3,400 employees vis-à-vis peakof 52,000, a reduction of 94%.With above focus, RCOM operational business will remain fullyinsulated from the hyper competition, mega capex requirements,financial stress of the wireless sector. Going forward, investmentsin improving network and spectrum efficiency, network coverage,content, Cloud, virtualization and analytics will drive revenuegrowth and profitability.Performance reviewThe key financial highlights for the year under review on aconsolidated basis are: Total revenue of 4,684 crore (US 719 million) Total EBITDA of 899 crore (US 138 million) Net loss after tax of 24 crore (US 4 million) Total assets of 74,578 crore (US 11,443 million)Shareholders equity was 2,783 crore (US 427 million)while the net debt (excluding cash and cash equivalent) was 46,470 crore (US 7,130 million), giving a net debt to equityratio of 16.7 times.Reliance GroupReliance Communications Limited, is a constituent of theReliance Group which is a prominent business house, widelyrecognized in India and abroad as one of the leading creatorsof projects of national importance in infrastructure, powergeneration, transmission & distribution, financial services,defence manufacturing, entertainment and telecommunications,amongst others.The Reliance Group has the largest investor base in India withover 15.5 million retail investors. Reliance Group has over75,000 employees and serves over 200 million customers. TheReliance Group has assets under management of over 4.5lakh crore and also manages Government of India’s Employees’Provident Fund Organisation (EPFO), Pension Fund Regulatoryand Development Authority (PFRDA) and Coal Mines ProvidentFund Organisation (CMPFO) Funds.Currently, the Reliance Group has assets worth 3,50,000crore, net worth of 70,000 crore and cash flows of over 21,000 crore.Our CommitmentWe are confident about the growth outlook of the Indiantelecom sector and the opportunities for your Company in theenterprise data and data center market, despite the high levelsof competitive intensity presently being observed. Our founder,the legendary Padma Vibhushan Shri Dhirubhai H. Ambani, gaveus a simple mantra-“To aspire to the highest global standards ofquality, efficiency, operational performance and customer care”.We remain committed to upholding that vision and creatinggreater value in the long term for all our stakeholders.Anil Dhirubhai AmbaniChairman7

Reliance Communications LimitedNoticeNotice is hereby given that the 14th Annual General Meeting ofthe Members of Reliance Communications Limited will be heldon Tuesday, September 18, 2018 at 9.30 a.m. at Birla MatushriSabhagar, 19, New Marine Lines, Mumbai 400 020 to transactthe following business:Ordinary Business:1.To consider and adopt:a)b)the audited financial statement of the Companyfor the financial year ended March 31, 2018 andthe reports of the Board of Directors and Auditorsthereon, andthe audited consolidated financial statement of theCompany for the financial year ended March 31,2018 and the report of the Auditors thereon.Special Business:2.To revise borrowing limits of the Company.To consider and, if thought fit, to pass the followingresolution as a Special Resolution.“RESOLVED THAT in supersession of the special resolutionpassed by the Members on September 16, 2014, andpursuant to the provisions of Section 180(1)(c) and allother applicable provisions, if any, of the Companies Act,2013 (hereinafter referred to as the “Act”) read withthe Rules made there under (including any statutorymodification(s) or re-enactment(s) thereof, for thetime being in force) and provisions of the Articles ofAssociation of the Company, the Board of Directors ofthe Company (hereinafter referred to as ‘the Board’ whichterm shall include any Committee which the Board mayhave constituted or hereinafter constitute, to exercise itspowers, including the powers conferred by this Resolution)be and is hereby authorised to borrow any sum or sums ofmoney, in Indian Rupees and / or in any foreign currencyfrom time to time, at its discretion, for the purpose ofbusiness of the Company or such other approved purpose,which together with the monies already borrowed by theCompany (apart from temporary loans obtained / to beobtained from the Company’s Bankers in the ordinarycourse of business) and outstanding at any point of timeshall not exceed a sum of 50,000 crore (Rupees FiftyThousand crore only) and that the Board be and is herebyempowered and authorised to arrange or finalise theterms and conditions of all such monies to be borrowedfrom time to time as to interest, repayment, security orotherwise as it may in its absolute discretion determine.RESOLVED FURTHER THAT the Board be and is herebyauthorised to execute such agreements, undertakings andother documents and to do all such acts, deeds and thingsas may be necessary for giving effect to this resolution.”3.Ratification of remuneration payable to Cost Auditorfor the financial year ending March 31, 2019.To consider and, if thought fit, to pass the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section148 and all other applicable provisions, if any, of8the Companies Act, 2013 read with the Rules madethereunder (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) M/s.V. J. Talati & Co., Cost Accountants (Firm RegistrationNumber 00213), appointed as the Cost Auditors of theCompany for auditing the cost accounting records of theCompany for the financial year ending March 31, 2019,be paid remuneration of 2.50 lakh (Rupees two lakhfifty thousand only) excluding tax and out of pocketexpenses, if any.RESOLVED FURTHER THAT the Board of Directors ofthe Company be and are hereby authorised to do allacts, deeds and things and take all such steps as maybe necessary, proper or expedient to give effect to thisresolution.”4. Appointment of Shri Punit Garg as an ExecutiveDirector.To consider and, if thought fit, to pass the followingresolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section152 and all other applicable provisions, if any, of theCompanies Act, 2013 (hereinafter referred to as ‘theAct’) and the relevant Rules made thereunder (includingany statutory modification(s) or re-enactment thereof, forthe time being in force), and the applicable Regulationsunder the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015, the provisions of the Articles of Association ofthe Company and as per terms and conditions of theAgreement executed with him, Shri Punit Garg (DIN:00004407), who was appointed as an additional directorand designated as an Executive Director by the Boardof Directors of the Company at their meeting held onOctober 2, 2017, based on the recommendation of theNomination and Remuneration Committee of the Boardand who holds office as such up to the date of ensuingAnnual General Meeting, and in respect of whom theCompany has received a notice in writing from a memberunder Section 160 of the Act proposing his candidaturefor appointment as a Director, be and is hereby appointedas a Director of the Company liable to retire by rotation.RESOLVED FURTHER THAT in accordance with therecommendations of the Nomination and RemunerationCommittee of the Board of Directors and pursuant tothe provisions of Sections 196, 197, 198 and 203 ofthe Act, read with Schedule V to the Act, and otherapplicable provisions, if any, of the Act and the rulesmade thereunder, (including any statutory modification(s)or re-enactment thereof, for the time being in force),the Articles of Association of the Company and subject tosuch other sanctions as may be necessary, consent of theMembers be and is hereby accorded to the appointmentof Shri Punit Garg as a Wholetime Director designatedas an Executive Director of the Company for a periodof three years commencing from October 2, 2017 asper the terms and conditions including the remunerationas set out in the Statement annexed to this Notice,with liberty to the Board of Directors of the Company(hereinafter referred to as “the Board” which term shallbe deemed to include any Committee of Directors which

Reliance Communications LimitedNoticethe Board may have constituted or hereinafter constitute,to exercise its powers, including the powers conferred bythis resolution) to alter and vary the terms and conditionsof said appointment including the remuneration payableto him during the tenure of his appointment such that theremuneration payable to him shall not exceed the limitsspecified in the Act read with Schedule V of the Act asamended from time to time.for a period of three years commencing from October2, 2017 as per the terms and conditions including theremuneration as set out in the Statement annexed tothis Notice, with liberty to the Board of Directors ofthe Company (hereinafter referred to as “the Board”which term shall be deemed to include any Committeeof Directors which the Board may have constituted orhereinafter constitute, to exercise its powers, includingthe powers conferred by this resolution) to alter and varythe terms and conditions of said appointment includingthe remuneration payable to him during the tenure of hisappointment such that the remuneration payable to himshall not exceed the limits specified in the Act read withSchedule V of the Act as amended from time to time.RESOLVED FURTHER THAT the Board, based on therecommendation of the Nomination and RemunerationCommittee of the Board, be and is hereby authorized toprovide annual increment / performance linked incentivepayable to the Executive Director during his tenure ofappointment, subject to such increase being within thelimits specified in the Act read with Schedule V thereto asamended from time to time.RESOLVED FURTHER THAT the Board, based on therecommendation of the Nomination and RemunerationCommittee of the Board, be and is hereby authorized toprovide annual increment / performance linked incentivepayable to the Director and Chief Financial Officer duringhis tenure of appointment, subject to such increase beingwithin the limits specified in the Act read with Schedule Vthereto as amended from time to time.RESOLVED FURTHER THAT the Board, be and is herebyauthorised to do all such acts, deeds, attend to suchmatters and things and take all steps as may be necessary,proper and expedient to give effect to this resolution.”5.Appointment of Shri Manikantan V. as a Director andChief Financial Officer.RESOLVED FURTHER THAT the Board, be and is herebyauthorised to do all such acts, deeds, attend to suchmatters and things and take all steps as may be necessary,proper and expedient to give effect to this resolution.”To consider and, if thought fit, to pass the followingresolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section152 and all other applicable provisions, if any, of theCompanies Act, 2013 (hereinafter referred to as ‘theAct’) and the relevant Rules made thereunder (includingany statutory modification(s) or re-enactment thereof, forthe time being in force), and the applicable Regulationsunder the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015, the provisions of the Articles of Association ofthe Company and as per terms and conditions of theAgreement executed with him, Shri Manikantan V. (DIN:03338690), who was appointed as an additional directorand designated as Director and Chief Financial Officer bythe Board of Directors of the Company at their meetingheld on October 2, 2017, based on the recommendationof the Nomination and Remuneration Committee ofthe Board and who holds office as such up to the dateof ensuing Annual General Meeting and in respect ofwhom the Company has received a notice in writingfrom a member under Section 160 of the Act proposinghis candidature for appointment as a Director, be and ishereby appointed as a Director of the Company liable toretire by rotation.RESOLVED FURTHER THAT in accordance with therecommendations of the Nomination and RemunerationCommittee of the Board of Directors and pursuant tothe provisions of Sections 196, 197, 198 and 203 ofthe Act, read with Schedule V to the Act, and otherapplicable provisions, if any, of the Act and the rulesmade thereunder, (including any statutory modification(s)or re-enactment thereof, for the time being in force),the Articles of Association of the Company and subject tosuch other sanctions as may be necessary, consent of theMembers be and is hereby accorded to the appointment ofShri Manikantan V. as a Whole-time Director designatedas a Director and Chief Financial Officer of the Company6.Appointment of Smt. Chhaya Virani as an IndependentDirector.To consider and, if thought fit, to pass the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (hereinafter referred to as ‘the Act’),read with Schedule IV of the Act and the relevant Rulesmade thereunder (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force)and the applicable Regulations under the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 and as recommendedby the Nomination and Remuneration Committee ofthe Board, Smt. Chhaya Virani (DIN: 06953556), whowas appointed as an additional director by the Boardof Directors at their meeting held on November 11,2017, and who hold office up to the ensuing AnnualGeneral Meeting, and in respect of whom the Companyhas received a notice in writing from a member underSection 160 of the Act proposing her candidature forappointment as a Director, be and is hereby appointedas an Independent Director of the Company, not liableto retire by rotation and to hold office for a term of fiveconsecutive years from the date of coming into effect ofthis resolution.”7.Appointment of Smt. Ryna Karani as an IndependentDirector.To consider and, if thought fit, to pass the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, of9

Reliance Communications LimitedNoticethe Companies Act, 2013 (hereinafter referred to as‘the Act’), read with Schedule IV of the Act and therelevant Rules made thereunder (including any statutorymodification(s) or re-enactment(s) thereof, for the timebeing in force), and the applicable Regulations underthe Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015 and as recommended by the Nomination andRemuneration Committee of the Board, Smt. Ryna Karani(DIN: 00116930), who was appointed as an additionaldirector by the Board of Directors at their meetingheld on November 11, 2017, and who hold office upto the ensuing Annual General Meeting, and in respectof whom the Company has received a notice in writingfrom a member under Section 160 of the Act proposingher candidature for appointment as a Director, be andis hereby appointed as an Independent Director of theCompany, not liable to retire by rotation and to hold officefor a term of five consecutive years from the date ofcoming into effect of this resolution.”8.notice in writing from a member under Section 160 ofthe Act proposing her candidature for appointment as aDirector and being eligible, be and is hereby appointedas an Independent Director of the Company, not liableto retire by rotation and to hold office for a term of fiveconsecutive years from the date of coming into effect ofthis resolution.”10.To consider and, if thought fit, to pass the followingresolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section14 and other applicable provisions, if any, of theCompanies Act, 2013 (hereinafter referred to as ‘theAct’) and Rules made thereunder (including any statutorymodification(s) or re-enactment(s) thereof, for the timebeing in force), consent of the Company be and is herebyaccorded for alterations to the Articles of Association ofthe Company by deleting certain definitions in Article 1,Article 21A to 21H, Article 43A, Article 91, Article 92 andthat existing Article 93 to Article 121 be renumbered asArticle 91 to Article 119, as set out under the Statementpursuant to Section 102(1) of the Act annexed to thenotice convening this meeting.Appointment of Shri Suresh Rangachar as a Director.To consider and, if thought fit, to pass the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, ofthe Companies Act, 2013 and the relevant Rules madethereunder (hereinafter referred to as ‘the Act’) (includingany statutory modification(s) or re-enactment(s)thereof, for the time being in force), and the applicableRegulations under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)Regulations, 2015, and based on the recommendationof the Nomination and Remuneration Committee of theBoard, Shri Suresh Rangachar (DIN: 00020887), whowas appointed as an additional director by the Board ofDirectors at their meeting held on November 11, 2017,and who hold office up to the ensuing Annual GeneralMeeting, and in respect of whom the Company hasreceived a notice in writing from a member under Section160 of the Act proposing his candidature for appointmentas a Director, be and is hereby appointed as a Director ofthe Company, liable to retire by rotation.”9.Appointment of Smt. Manjari Kacker as an IndependentDirector.To consider and, if thought fit, to pass the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (hereinafter referred to as ‘the Act’),read with Schedule IV of the Act and the relevant Rulesmade there under (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force)and the applicable Regulations under the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 and as recommendedby the Nomination and Remuneration Committee ofthe Board, Smt. Manjari Kacker (DIN: 06945359) whowas appointed as a Director liable to retire by rotationand in respect of whom the Company has received a10Alterations to the Articles of Association of theCompany. RESOLVED FURTHER THAT the Board of Directors be andare hereby authorised to undertake all such acts, deeds,matters and things as may be deemed necessary, proper,desirable and expedient in their absolute discretion, forthe purpose of giving effect to this resolution and tosettle any question, difficulty or doubt that may arise inthis regard without requiring the Board to seek any furtherconsent or approval of the Members or otherwise to theend and intent that they shall be deemed to have giventheir approval thereto expressly by the authority of thisresolution.”11.Privat

Reliance Group has assets under management of over 4.5 lakh crore and also manages Government of India's Employees' Provident Fund Organisation (EPFO), Pension Fund Regulatory and Development Authority (PFRDA) and Coal Mines Provident Fund Organisation (CMPFO) Funds. Currently, the Reliance Group has assets worth 3,50,000