Bharti Hexacom Ltd

Dear Members,

Your Directors are pleased to present the Thirtieth (30th) Board's Report on the business and operations of Bharti Hexacom

Limited ("Hexacom/ the Company"), along with audited financial statements for the financial year ended March 31, 2025

Bharti Hexacom Limited is a communications solutions provider offering mobile, fixed-line telephone and Wi-Fi services to customers in Rajasthan and the North East telecommunication circles in India, which comprises of Arunachal Pradesh,

Manipur, Meghalaya, Mizoram, Nagaland and Tripura. The Company offers its services under the brand ‘Airtel'. Airtel is a global communications solutions provider with nearly 600 million customers in 15 countries across India and Africa. Airtel also has its presence in Bangladesh and Sri Lanka through its associate entities.

In terms of the provisions of the Companies Act, 2013 ("Act"), and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"), the Company has prepared its standalone financial statements as per Indian Accounting Standards for FY 2024-25. The financial highlights of the Company for FY 2024-25, are as follows:

During the year, the Company has not transferred any amount to General Reserve. As on March 31, 2025, the Reserves and Surplus comprising General Reserve, Retained Earnings and Securities Premium Account stood at C55,948 million.

The authorised share capital of the Company as on March 31, 2025 stood at C2,500,052,000 (Rupees Two Hundred Fifty Crore and Fifty-Two Thousand Only) divided into 500,000,000 (Fifty crore) equity shares of face value of C5/- (Rupees Five) each and 520 (Five Hundred and Twenty) redeemable, non-participating, non-cumulative preference shares of face value of C100/- (Rupees Hundred) each.

As on March 31, 2025, the issued, subscribed and paid-up equity share capital of our Company stood at C2,500,000,000 (Rupees Two Hundred Fifty Crore) divided into 500,000,000 (Fifty Crores) equity shares of face value of C5/- (Rupees Five) each. There has been no change in the paid-up share capital of the Company from March 31, 2025 till the date of this Report. The entire shareholding of the Company is held in dematerialised form.

In terms of Regulation 43A of the SEBI Listing Regulations, the Company has in place the Dividend Distribution Policy ("Dividend Policy") which sets out the parameters and circumstances which the Board may consider for recommendation and/or distribution of dividend to its shareholders and/or the utilisation of the retained earnings of Company. The Dividend Policy is available on the Company's website which can be accessed by clicking here.

In line with the above policy, your Directors have recommended a final dividend of C10/- (i.e. 200%) per equity share of face value of C5/- each for the FY 2024-25, subject to approval of members at the ensuing Annual General Meeting (‘AGM'). The proposed dividend payout based on the outstanding number of shares as on the date of this Report, will amount to approx. C5,000 million.

The record date for the purpose of payment of final dividend for the FY 2024-25, will be Friday, July 25, 2025.

In view of the applicable provisions of the Income Tax Act,

1961, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

The Company has not raised any funds through the issuance of Non-Convertible Debentures (NCD's) during the FY 2024-25.

During the year under review, the Company had 20,000 listed, unsecured, rated, redeemable non-convertible debentures (NCD's) of the face value of C1 million each listed on National Stock Exchange of India Limited. The said 20,000 NCDs were redeemed on April 11, 2024 in accordance with the terms of issuance. Accordingly, there are no outstanding NCDs as on the date of this Report.

The details of the Debenture Trustee are given hereunder:

The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai – 400028

Tel: +91-22-62300451

Fax: 022-43253000

Email: debenturetrustee@axistrustee.in; compliance@axistrustee.in

On April 12, 2024, the equity shares of your Company got listed on National Stock Exchange of India Limited and BSE

Limited, post successful Initial Public Offer of 75,000,000

Equity Shares ("Equity Shares") (representing 15% of the paid-up share capital of the Company) having face value of C5/- each at a price of C570/- per Equity Shares, including a premium of C565/- per Equity Shares aggregating to C42,750 million comprising of an offer for sale (OFS/ the Offer) by Telecommunications Consultants India Limited (TCIL). The following were the important milestones/ dates for the Offer:

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its members. The Board also places on record its appreciation for the support provided by various Authorities, Book Running Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and other intermediaries and employees of the Company for making the IPO of the Company a grand success.

The registered office of the Company was shifted from Bharti

Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II,

New Delhi 110 070 to Airtel Center, Plot No. 16, Udyog Vihar,

Phase-IV, Gurugram – 122015. The day to day operations of the Company are carried out from office situated at Airtel

Center, therefore to exercise better administrative and economic control and enable the Company to rationalise and streamline its operations as well as the management of affairs, the Board of Directors of your Company by way of resolution dated December 13, 2024 had approved the shifting of the registered office of the Company. The shareholders of the Company by Postal Ballot dated January 26, 2025 also accorded their approval for the same. Further, the Regional

Director (Northern Region), Ministry of Corporate Affairs,

New Delhi vide its order dated April 02, 2025 approved the shifting of Registered Office of the Company from "National

Capital Territory (NCT) of Delhi" to the "State of Haryana".

The Board of Directors approved the effective date of shifting of registered office as April 18, 2025.

The Company's Board is an optimum mix of Non-Executive, Independent and Woman Directors and conforms to the provisions of the Act, SEBI Listing Regulations, and other applicable statutory provisions.

As on March 31, 2025, the Board comprised Ten (10) Directors, including a Non-Executive Chairman, Three (3) Non-Executive Non-Independent Directors and Six (6) Independent Directors including One (1) Women Independent Director. The appointment/ re-appointment of all the Directors of the Company is subject to periodic approval of the shareholders, hence, the Company does not have any permanent Board seat. Details of change in Directors during FY 2024-25 and till the date of this Report, are as under:

Pursuant to the provisions of the Act, Mr. Devendra Khanna (DIN: 01996768) Non-Executive Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment.

Based on the outcome of performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as Non-Executive Director of the Company, liable to retire by rotation, at the ensuing AGM. Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of Directorships and Committee memberships held in other companies by Devendra Khanna, Non-Executive Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI Listing Regulations are appended as an Annexure to the Notice of the 30th AGM.

The detailed profile of Mr. Devendra Khanna is available on the website which can be accessed by clicking here.

During the year, the following appointments were made by the Board of Directors on the recommendation of the Nomination and Remuneration Committee:

The appointments of Mr. Rakesh Bharti Mittal and Mr. Kanwaljit Singh Cheema has been approved by the shareholders through Postal Ballot dated

January 26, 2025.

In the opinion of the Board, all the Directors, including the Directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange

Board of India, Ministry of Corporate Affairs or any other

Statutory authority.

During the year, upon the consummation of the IPO, the shareholders agreement entered between TCIL and Bharti Hexacom Limited was automatically terminated. Accordingly, Mr. Sanjeev Kumar and Mr. Surajit Mandol, the Nominee Directors of TCIL stepped down from the Board of the Company w.e.f. April 12, 2024.

The Board places on record its sincere appreciation for the valuable contribution made by the aforesaid Directors.

As on March 31, 2025 the Company had the following KMPs:

1. Mr. Marut Dilawari - Chief Executive Officer

2. Mr. Akhil Garg - Chief Financial Officer

3. Ms. Richa Gupta Rohatgi - Company Secretary and

Compliance Officer (until January 20, 2025)

The Company had appointed Mr. Amit Chaturvedi (Membership No. FCS 12919) as the Company Secretary and Compliance officer of the Company (KMP) in place Ms. Richa Gupta Rohatgi w.e.f. April 18, 2025.

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or any other such authority.

The Board of Directors of the Company have taken on record the aforesaid declarations and confirmations submitted by the Independent Directors.

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, age, geography, expertise, knowledge, perspectives etc., leads to sharper and balanced decision-making and overall sustainable development. Your Directors recognise the importance of diversity and inclusion in our boardroom and strive to maintain a diverse composition that reflects the richness of the global community we serve. In terms of the requirement of Section 178 of the Act and SEBI Listing Regulations, the Board of Directors has adopted ‘Policy on Nomination, Remuneration and Board Diversity' (Policy') on appointment and remuneration of Directors, KMPs & Senior Management. The Policy includes, inter-alia, criteria for the appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosures in relation thereto. During the year under review, the Company conducted a comprehensive review of the Policy to align the compensation structure of Non-Executive Independent Directors with the global best practices. The amended Policy is available on the Company's website which can be accessed by clicking here.

In compliance with the statutory requirements, the Company has constituted various Committees viz. Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship Committee.

In addition to the above, the Company has in place an Operating Committee viz. Committee of Directors to handle day to day operational matters of the Company.

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met 5 times during the FY 2024-25. A detailed update on the Board, its composition, governance of various Committees, number of Board and Committee meetings held during FY 2024-25 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Committee has formulated a robust and competent framework for performance evaluation of the Board, its Committees, Individual Directors including the Chairman of the Company keeping in view the Board priorities and practices. The evaluation process at Bharti Hexacom is facilitated online by a leading independent consulting firm.

A detailed disclosure on the framework of Board Evaluation including outcome and action plan has been provided in the Report on Corporate Governance, which forms part of this Report.

The Company has adopted a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, Board, its management, its operations including its products and services, business model, values and Company's culture and the industry in which the Company operates.

Apart from the induction programme, the management periodically presents updates at the Board/ Committee meetings to familiarise the Directors with the Company's strategy, business performance, product offerings, finance, risk management framework and other related matters. A detailed note on the familiarisation programme adopted by the Company for orientation and training of the Directors, is provided in the Report on Corporate Governance which forms part of this Annual Report.

Deloitte Haskins & Sells LLP (‘Deloitte') were re-appointed as the Statutory Auditors of the Company at the 27th AGM held on September 30, 2022, for a period of five years i.e. till the conclusion of 32nd AGM.

Deloitte have confirmed that they are not disqualified to continue as Statutory Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the Act and Code of Ethics issued by the Institute of Chartered Accountants of India.

The Board has duly examined the Statutory Auditors' Report to the financial statements, which are self-explanatory. The clarifications, wherever necessary, have been included in the Notes to financial statements section of this Annual Report.

As regards the comments under para i(a) of the Annexure B to the Independent Auditor's Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company as per the program of physical verification of fixed assets to cover all the items over a period of three years, conducted physical verification of fixed assets during the quarter ended March 31, 2025. The Company, in order to keep the network up and running, moves network equipment's from one site location to another on urgent basis to ensure that its network is running seamlessly, for each movement situation is later updated in Fixed Assets Register. As regards the comments under para i(b) of the Annexure B to the Independent Auditors' Report regarding no physical verification of customer premises equipment, bandwidth and optic fiber cable due to their nature or location; the customer premises equipment are located at subscriber's premises and physical check of the equipment is generally not possible. Additionally, bandwidth and optic fiber cable due to their nature and location is not practically feasible to physically verify.

As regards the comments under para i(c) of the Annexure B to the Independent Auditors' Report regarding transfer of title deed in the name of the Company, the ownership and physical possession of these properties are lying with the Company. The mutation of title deeds or transfer of conveyance deed are pending in the name of the Company.

As regards to the comments under para ix(d) of the Annexure B to the Independent Auditors' Report regarding fund raised on short term basis used for long term purpose, the Company has used such funds as bridge financing and is able to generate sufficient funds from long term sources to meet the working capital requirement.

The auditors have not Reported any fraud u/s 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

The Company has maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.

The Board, on the recommendation of the Audit Committee, had approved the appointment of M/s Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2025. The Cost Auditors will submit their Report for FY 2024-25 within the timeframe prescribed under the Act and rules made thereunder. Cost Audit Report for FY 2023-24 did not contain any qualification, reservation, disclaimer or adverse remark.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors is required to be ratified by the shareholders. Accordingly, the Board recommends the same for approval by shareholders at the ensuing AGM.

The Board, on the recommendation of Audit Committee, has re-appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY 2025-26.

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Makarand M. Joshi & Co, Company Secretaries (‘MMJC') as

Secretarial Auditors for the financial year ended March 31,

2025. The Secretarial Auditors has submitted their Report, confirming, inter-alia, compliance of all the provisions of applicable corporate laws by the Company and the Report does not contain any qualification, reservation, disclaimer adverse remark.

The Secretarial Audit Report for FY 2024-25 is annexed as Annexure C to this Report.

Further, in term of recent amendment in Regulation 24A of SEBI Listing Regulations, the Secretarial Auditors of the Company is required to be appointed at the AGM of the Company and shall hold office for a term of 5 consecutive years. Accordingly, the Board of Directors on the recommendation of Audit Committee has appointed MMJC as Secretarial Auditors of the Company for a term of five consecutive years i.e. from FY 2025-26 to FY 2029-30, subject to approval of the members in the ensuing AGM.

The Company has a robust control environment comprising corporate policies, processes and standard operating procedures and an institutionalised compliance framework, which enables orderly and ethical conduct of business by safeguarding of Company's assets, adequate use of the Company's resources and, timely and accurate recording of all corporate transactions. The Company also has in place a robust Internal Audit function, which is led by the Internal Auditor of the Company and ably supported by reputed independent professional firms (Internal Assurance Partners).

The audit conducted by the Internal Auditor and Internal Assurance Partners is based on an internal audit plan, which is reviewed each year by the Audit Committee. These audits are based on risk based methodology and, inter-alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The work of Internal Assurance Partners is coordinated by the internal team led by Internal Auditor. This combination of internal team and expertise of Internal Assurance Partners ensures independence as well as effective value addition and protection.

The Internal Auditor along with Internal Assurance Partners shares his findings on financial, safety, information security, compliance and reporting risks on a quarterly basis with the Audit Committee along with the exceptions report and mitigation plans.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective in the prescribed format, along with the assurance statement on BRSR Core issued by an Independent third party firm namely DNV Business

Assurance India Private Limited is available as a separate section of this Annual Report and on the Company's website viz. www.bhartihexacom.in.

A detailed note on energy conservation, technology absorption and foreign exchange earnings & outgo as required under Section134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure D to this Report.

Your Company is committed to long-term sustainable value creation by aligning its social activities with its business objectives. Giving back to the very community that helps our business thrive and sustain, has been our priority since inception. As a good corporate, we have been actively undertaking community development and nation building initiatives towards creation of a prosperous society by collaborating with diverse stakeholders. We believe in pursuing wider socio-economic and cultural objectives and have always endeavoured to not just meet, but try and exceed the expectations of the communities in which we operate. Resonating with these core values, the Company has formulated the CSR Policy which focuses on providing education to underprivileged children of the society in the rural areas of the Country, health and sanitation programs and rural development projects etc.

The CSR Committee is in place in terms of Section 135 of the Act. The details of CSR Committee including composition, terms of reference etc. are provided in the Report on Corporate Governance, which forms part of this Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy is available on the website of the Company which can be accessed by clicking here.

In terms of applicable provisions of Section 135 of the Act, the Company was obligated to contribute an amount of C124 million towards CSR activities during the FY 2024-25. A detailed update on the CSR initiatives of the Company along with the details of CSR contribution during previous year is provided in the annual Report on Corporate Social Responsibility which is annexed asAnnexure E of this Report.

We believe in following best in class Corporate Governance practices and have integrated the same principles across our operations. Our commitment to follow practices is reflected in our Corporate Governance Philosophy and the Code of Conduct.

A detailed Report on Corporate Governance, pursuant to the requirements of the Regulation 34 of the Listing Regulation, forms part of this Annual Report. A certificate from the

Deloitte Haskins & Sells LLP, Chartered Accountants, the

Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance during FY 2024-25, as stipulated under the SEBI Listing Regulations, is annexed as Annexure A to this Report.

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of this Annual Report.

Risk Management is integral to the Company's strategy and embedded in our operating framework. The Company believes that risk resilience is the key to achieve long-term sustainable growth and value creation for all the stakeholders. The Company has a robust risk management framework in place which plays an integral and inevitable role across the operations the Company. The framework encompasses around governance structure, risk identification & categorisation, risk prioritisation, risk mitigation, monitoring and reporting. The objective of risk management framework is to have a well-defined approach to risk. It lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short and foreseeable future. The risk management framework suggests framing an appropriate mitigation plan for the key risks identified, to make sure that risks are proactively compensated or mitigated. The risk management framework of the Company can be accessed by clicking here.

The Company periodically reviews and improves the adequacy and effectiveness of its Risk Management Framework considering rapidly changing business environment and evolving complexities.

Understanding the importance of proactively identifying and managing the risk, the Board of Directors have constituted a separate Risk Management Committee, which focuses on risk management including determination of Company's risk appetite, risk tolerance, regular risk assessments and risk mitigation strategies etc. Mitigation plans to significant risks are well integrated with business plans and are reviewed on a regular basis by the senior leadership.

The risk management framework is also periodically reviewed by the Board and the Audit Committee, which includes discussion with the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks. Detailed update on risk management framework (including risk governance; risk identification prioritisation process; key strategic risks and impact thereof; and mitigation actions etc.) has been given under ‘Risk and mitigation framework' section of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

The Company has adequate framework for internal financial controls. It has put in place adequate policies and procedures to ensure that the systems of internal financial control commensurate with the size, scale and complexity of its operations. These systems ensure orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The key financial controls are automated and integrated into the operations, wherever possible, to ensure complete autonomy.

The Board periodically reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards to the adequacy of the internal financial controls. Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems during the course of audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed adequately and are operating as intended.

In addition to the above, Deloitte Haskins & Sells LLP, Statutory Auditors, have done an independent evaluation of Internal Controls over Financial Reporting (‘ICoFR') and expressed an unqualified opinion stating that the Company has, in all material respects, adequate which were operating effectively as on March 31, 2025.

To ensure compliance with all the applicable laws, the Company has a strong and robust digital compliance management system. A comprehensive inventory of compliances applicable to the Company is prepared by an independent agency, which is mapped to the owner of respective compliance for confirmation. Additionally, in order to ensure completeness, the independent agency periodically or on an event basis updates the recent amendments in applicable laws. The online compliance management system is driven by a robust standard operating procedure providing guidance on broad categories of applicable laws and detailed process for monitoring compliances. The system enables proactive automated alerts to compliance owners and compliance approvers, for each compliance requirement at defined frequencies. The compliance owners certify the compliance status which is reviewed by compliance approvers, and a consolidated compliance dashboard is presented to the senior management. To ensure comprehensiveness, periodic audits of compliance management system are conducted during internal audits and corrective actions are taken to ensure strict adherence. A certificate of compliance with all applicable laws and regulations along with the summary of material litigations and mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this Report.

During the financial year, the Company did not accept any deposits, including from public under Chapter V of the Act. Further, no amount of principal or interest was outstanding as on the balance sheet closure date.

The credit ratings of the Company during the year ended March, 31 2025 was as follows:

The instruments with the above ratings are considered to have high degree of safety regarding timely servicing of financial obligation and carry very low credit risk.

The Company has adopted a Vigil Mechanism/Whistle Blower Policy which forms part of Code of Conduct of the Company. It outlines the method and process for stakeholders to voice their genuine concerns about unethical conduct that may be actual or threatened breach with the Company's Code of Conduct. The code is available on the Company's website which can be accessed by clicking here.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct, is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

In compliance POSH Act, the Company has adopted a policy and has constituted Internal Committee for providing a redressal mechanism pertaining to any Reported event of sexual harassment of employees at workplace and any such incident can be Reported to the Internal Committee. Key details of the policy form part of the Code of Conduct of the Company which is available on the Company's website which can be accessed by clicking here.

Further, details regarding the policy, including the details of the complaints received and disposed-off are provided in the Report on Corporate Governance and Business Responsibility & Sustainability Report, which forms part of this Annual Report.

In terms of Section 92(3) read with Section 134(3(a) of the Act and rules thereto, the Annual Return of the Company in

Form MGT-7 for the financial year ended on March 31, 2025 is available on the Company's website which can be accessed by clicking here.

The Annual Return will be electronically submitted to the Registrar of Companies within the timelines prescribed under the Act.

The Company is in the business of providing telecom services (wireless telecommunications activities) which is covered under the definition of ‘infrastructure facilities' in terms of Section 186 read with Schedule VI of the Act.

The Company had not given any loan or guarantee during the year ended March 31, 2025. Particulars of investments form part of Note no. 7 to the financial statements provided in this Annual Report.

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. The related party transactions are undertaken after review and pre-certification by leading Independent global valuation/ accounting firms confirming that the proposed terms of a particular transaction meet the arm's length criteria.

The Audit Committee, based on the certification(s)/ Report(s) of said valuation/ accounting firm(s) and in-depth review of the proposed terms, grants its approval to the related party transactions. The representatives of valuation/ accounting firm(s) are available to address the queries of Audit Committee members, if required. The Audit Committee reviews the actual related party transactions on a quarterly basis.

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties, is provided in the Report on Corporate Governance, which forms part of this Annual Report. Necessary disclosure with respect to the material related party transactions during the FY 2024-25, is given in the prescribed form AOC-2 which is annexed as Annexure F to this Report. Further, all arrangements/ transactions entered into by the Company with its related parties during the year under review, were in the ordinary course of business, and on an arm's length compliant terms and were not in any way prejudicial to the interest of its minority shareholders.

The Company has not extended any financial assistance to promoter or promoter group entities which have been written off during last three years.

In compliance with the requirement of SEBI Listing Regulations, name of related parties and details of transactions with them have been included in Note no. 31 to the financial statements forming part of this Annual Report. The Policy on the Related Party Transactions is available on the Company's website which can be accessed by clicking here.

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure B of this Report.

Particulars of employee remuneration, as per Section 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual

Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the shareholders, excluding the aforementioned information. The information will be available on the Company's website at https://www.bhartihexacom.in/ results-annual-results.html and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of ensuing AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary of the Company.

During the FY 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.

There were no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy

Code, 2016 as amended, before the National Company Law

Tribunal or other Courts as on March 31, 2025.

There are no unclaimed dividends during the past seven years. Therefore, the Company was not required to transfer any amount and/or shares to the Investor Education and Protection Fund.

There was no change in nature of the business of the

Company during the financial year ended on March 31, 2025.

The Company does not have any subsidiary, joint venture or associate Company.

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the

Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to ‘Meetings of the Board of Directors' and ‘General Meetings' issued by the Institute of Company

Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.

Your Directors take this opportunity to place on record their appreciation for the wholehearted support received from Central Government, the State Governments, Department of Telecommunications (DoT), SEBI, Stock Exchanges, Company's Bankers and Auditors, the employees, suppliers and all other business associates. We look forward to their continued support in future.