Your Directors are pleased to present Twenty Ninth (29^th) Board's Report on the business and operations of Bharti Hexacom Limited ("Hexacom/ the Company"), together with audited financial statements for the financial year ended March 31, 2024.

A. Overview

Bharti Hexacom Limited is a communications solutions provider offering mobile, fixed-line telephone and broadband services to customers in Rajasthan and the Northeast 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 over 550 Mn. customers in 17 countries across South Asia and Africa.

B. Financial Highlights

In terms of the provisions of the Companies Act, 2013 ("Act"), and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations"), the Company has prepared its standalone financial statements as per Indian Accounting Standards for FY 2023-24. The financial highlights of the Company for FY 2023-24, are as follows:

(H in Mn.)

Transfer to reserves

The Company has not transferred any amount to reserves during the financial year ended March 31, 2024.

Dividend

In line with Regulation 43A of the Listing Regulations, the Board of Directors of the Company have approved and adopted the Dividend Distribution Policy ("Dividend Policy") of the Company. The Dividend Policy sets out the parameters and circumstances which the Board may consider for recommendation and/or distribution of dividend to its shareholders and/or the utilization of the retained earnings of Company. The Dividend Policy is available on the Company's website at https:// www.bhartihexacom.in/docs/policies/dividend distribution policy.pdf.

The Board of Directors in their meeting held on May 14, 2024 had recommended final dividend of H 4/- per equity share (80%) of face value of H 5/- each for the financial year 2023-24.

The said dividend, if approved by the members at the ensuing Annual General Meeting ("the AGM") will be paid to those Members whose name appears in the Register of Members (including Beneficial Owners) of the Company as at Friday, August 16, 2024 (Record

Date). The said dividend would involve cash outflow of H 2,000 Mn. resulting in a payout of 39.65% of the standalone net profit of the Company for FY 2023-24.

In view of the applicable provisions of 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.

Share capital

Pursuant to the approvals of the Board and members dated December 28, 2023 and December 29, 2023, respectively, the equity shares of the Company were sub-divided from 250,000,000 equity shares of face value of H 10/- each (Rupees Ten) to 500,000,000 equity shares of face value of H 5/- each (Rupees Five).

Consequent to above change, the authorised share capital of the Company stood at H 2,500,052,000 (Rupees Two Hundred Fifty Crore and Fifty-Two Thousand Only) divided into 500,000,000 (Fifty Crores) Equity Shares of H 5/- (Rupees Five) each and H 520 (Rupees Five Hundred and Twenty) redeemable, non-participating, non-cumulative preference shares of H 100/- (Rupees Hundred) each as on March 31, 2024.

The paid up share capital of the Company stood at H 2,500,000,000 (Rupees Two Hundred and Fifty Crores)

divided into 500,000,000 (Fifty Crores) equity shares of H 5/- (Rupees Five) each as on March 31, 2024.

There has been no change in the paid up share capital of the Company from March 31, 2024 till the date of this report.

The entire shareholding of the Company is held in dematerialized form.

Debentures

The Company has not raised any funds through the issuance of Non-Convertible Debentures ("NCDs") during financial year 2023-24.

During the year under review, the Company had 15,000 and 20,000 listed, unsecured, rated, redeemable NCDs of the face value of H 1 Mn. each listed on National Stock Exchange of India Limited. Out of these, 15,000 NCDs were redeemed on January 19, 2024 in accordance with the terms of issuance.

Subsequent to the closure of the financial year, the remaining 20,000 NCDs were redeemed in accordance with the terms of issuance on April 30, 2024. Accordingly, there are no outstanding NCDs as on the date of this report.

The details of Debenture Trustee are given hereunder:

Axis Trustee Services Limited

The Ruby, 2^nd Floor, SW, 29 Senapati Bapat Marg,

Dadar West, Mumbai - 400028 Tel: 91-22-62300451 Fax: 022-43253000 Email: debenturetrustee@axistrustee.in; compliance@axistrustee.in

Particulars of loans, guarantees or investments

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.

Particulars of investments, loans and guarantees form part of Note no. 7 to the financial statements provided in this Annual Report.

Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial year 2023-24 or the previous financial year.

Your Company did not accept any deposits during financial year 2023-24.

Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2024.

Ratings

During the year, there was no change in the credit ratings of the Company.

The credit ratings of the Company during the year ended March, 31 2024 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.

Subsidiary Company, Joint Ventures and Associate Companies

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

Significant Development

Initial Public Offering (IPO) and Listing

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 H 5/- each at a price of H 570/- per Equity Share, including premium of H 565/- per Equity Share aggregating to H 42,750 Mn. 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, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

In addition to the above, there were no material changes and commitments affecting the financial positions of the Company which have occurred between the end of the financial year of the Company and the date of this Report.

D. Corporate Governance Report

We believe in following best in class Corporate Governance practices and have integrated the Corporate Governance principles across our operations. Our commitment to follow Corporate Governance 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 Listing Regulations, forms part of this Annual Report.

A certificate from Deloitte Haskins & Sells LLP, Statutory Auditors affirming compliance of Corporate Governance norms as specified under Regulation 17 to 27 and 62 of the Listing Regulations during FY 2023-24 is annexed as Annexure A to this Report.

Directors

Appointment, Re-appointments, Retirements and Resignations

i. Retirement by rotation and subsequent reappointment

Pursuant to the Section 152 and other applicable provisions, if any, of the Act and the Articles of

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

iii. Resignation of Director(s)

During the year, Ms. Vidyut Gulati, Mr. Rahul Vatts, Non-Executive Directors and Mr. Ravinder Arora, Independent Director resigned from the Directorship of the Company with effect from December 22, 2023 due to their pre-occupation.

Further, upon the consummation of the IPO, the shareholders agreement entered between TCIL and Bharti Airtel 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, on behalf of the Company placed on record its appreciation for help, guidance and

Association of the Company, Mr. Soumen Ray Director of the Company will retire at the ensuing AGM and being eligible, has offered himself for re-appointment.

Based on 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.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee memberships held in other companies by Mr. Soumen Ray, Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the Notice of the 29^th AGM.

The detailed profile of Mr. Soumen Ray is also available on the website of the Company at https:// www.bhartihexacom.in/corp-governance-bord-director.html and also forms part of the Notice of 29^th AGM.

contribution made by all the outgoing directors during their tenure as directors of the Company.

Declaration by Independent Directors

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 Listing Regulations. In terms of Regulation 25(8) of the 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 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.

Key Managerial Personnel (KMP)

During the year, Mr. Akhil Garg was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company in place of Mr. Kamal Dua w.e.f. November 07, 2023.

As on March 31, 2024 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

Board and Board Committees

The Company has a well balanced and diverse Board in compliance with statutory requirements and provides strategic guidance to the management of the Company.

In compliance with the statutory requirements, the Company has constituted mandatory 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.

In order to facilitate entire IPO process, an IPO Steering Committee and Committee of Independent Directors were also constituted during FY 2023-24. These Committees stand dissolved post listing of Company's equity shares.

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 7 times during the FY 2023-24. A detailed update on the Board, its composition, governance of committees, number of Board and Committee meetings held during FY 2023-24 and attendance of the Directors/ Members thereat, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Board Evaluation

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 evaluation of the

performance of the Board, its Committees, Individual Directors including the Chairman and CEO of the Company keeping in view the Board priorities and practices. The evaluation process for FY 2023-24 was conducted through structured and customised questionnaires keeping in view the industry in which Company operates. Analysis of the responses and summary of the results were placed before the Board of Directors and respective committees.

All directors participated in the evaluation process and the result of evaluation was discussed in the respective committee meetings. Recommendations arising from the evaluation process were considered by the Board to optimize its effectiveness.

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 Annual Report.

Familiarisation Programme

The Company has developed and adopted structured induction programs for orientation and training of directors at the time of their joining and during their term to ensure familarisation of directors with the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. Details of 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.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the 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.

Directors' Responsibility Statement

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 judgments 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.

E. Human Resources

Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

In compliance with POSH Act, the Company has adopted a policy and has constituted Internal Complaints Committees 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 Complaints Committee. 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.

Particulars of Employees

Disclosures relating to remuneration of Directors and employees 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.

Disclosure relating to remuneration of employees u/s 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

F. Auditors Statutory Auditors

In terms of the provisions of Section 139 of the Act, Deloitte Haskins & Sells LLP were appointed as the Company's Statutory Auditors by the shareholders in the AGM held on September 30, 2022, for a period of 5 (five) consecutive years i.e. till the conclusion of 32^nd AGM to be held in calendar year 2027.

Deloitte Haskins & Sells LLP 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 is selfexplanatory. The auditors have not reported any fraud u/s 143(12) of the Act. The clarifications, wherever necessary, have been included in the Notes to financial statements section of this Annual Report.

Cost Records

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

Cost Auditors

The Board, on the recommendation of the Audit Committee had approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2024. The Cost Auditors will submit their report for FY 202324 within the timeframe prescribed under the Act and rules made thereunder.

Cost Audit report for the FY 2022-23 did not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of Audit Committee, has re-appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY 2024-25.

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

Secretarial Auditors

The Company had appointed Makarand M. Joshi & Co, Company Secretaries, as Secretarial Auditors for the financial year ended March 31, 2024. The Secretarial Auditors have submitted their report, confirming, inter-alia, compliance by the Company of all the provisions of applicable corporate laws and does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report for FY 2023-24 is annexed as Annexure C to this report.

Makarand M. Joshi & Co., Company Secretaries have been re-appointed as Secretarial Auditors for the financial year 2024-25 by the Board on recommendation of the Audit Committee.

Internal Auditors and Internal Assurance Partners

The Company 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. 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 plan. 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 Board, on the recommendation of the Audit Committee, has re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered Accountants as the Internal Assurance Partners for FY 2024-25.

G. Sustainability

Business Responsibility & Sustainability Report

Publication of Business Responsibility and Sustainability Report ("BRSR") pursuant to Regulation 34(2)(f) of the Listing Regulations is not mandatory for Company for FY 2023-24. However, as a commitment towards best in class sustainability practice and disclosures, the Company has voluntarily published BRSR for FY 2023-24 with limited assurance by BDO India LLP. The BRSR provides disclosure on initiatives taken from an environmental, social and governance perspective, in the prescribed format and forms part of this Annual Report and is also available on the Company's website at www.bhartihexacom.in.

Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo

The information as required under section 134(3) of the Act, read with Rule 8 of Companies (Accounts of Companies) Rules, 2014 as may be applicable, has been annexed as Annexure D to this Report.

H. Policies, Compliance and Others

The Company has developed and adopted robust polices to ensure strict compliance with the Listing Regulations, the Act and other applicable laws. The list of all such policies along with the web link forms part of Report of Corporate Governance.

Risk Management

The Company believes that risk management is one of the strongest pillars of the Company which is key to ensure adequate controls and monitoring mechanisms for achieving sustainable 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 Risk Management framework encompasses around governance structure, risk identification & categorization, risk prioritisation, risk mitigation, monitoring and reporting. The objective of Risk Management Framework is to have a well-defined approach towards 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, so as to make sure that risks are proactively compensated or mitigated. The risk management framework can also be accessed at https://www.bhartihexacom.in/docs/policies/ enterprise risk management framework.pdf.

During the year, the Company has also reviewed the Risk Management Framework which lists out the principles and approach to the Risk Management process.

Understanding the importance of proactively identifying and managing the risk, the Board of Directors have constituted a 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 and 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.

Corporate Social Responsibility (CSR) Policy

Your Company is conscious of its responsibility towards the society where it operates its business. Resonating with its 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 programmes and rural development projects etc.

The said policy is available on the website of the Company at https://www.bhartihexacom.in/docs/ policies/CSR%20Policy.pdf.

The details of members, their attendance along with terms of reference are set out in the Report on Corporate Governance forming part of this Annual Report. A brief on the initiatives undertaken at the group level forms part of this Annual Report.

In terms of applicable provisions of Section 135 of the Act, the Company was not obligated to contribute towards CSR activities during the financial year 202324. The annual report on Corporate Social Responsibility is annexed as Annexure E to this report.

Nomination & Remuneration Policy

The Board of Directors recognize the importance of having a diversified board viz. constructive discussion, better decision making and long-term value creation for all the stakeholders.

In order to ensure diversity, standardize the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations, the Company has formulated and adopted a policy on Nomination, Remuneration and Board Diversity. The said Policy governs the appointment and remuneration of directors, senior management and Key Managerial Personnel and also lays down the criteria for determining qualifications, positive attributes, independence of a director and other matters.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors, reviewed and updated the aforesaid Policy during the Financial Year 2023-24. The Nomination and Remuneration Policy is available on the website of the Company https://www.bhartihexacom.in/docs/ policies/BHL NRC Policy new.pdf.

Vigil Mechanism

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 at https:// bhartihexacom.in/docs/policies/Code.pdf.

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.

Related Party Transactions

The Company has adopted a well structured approach for approving and monitoring of all the transactions with related parties. The Audit Committee is empowered to engage external consultant to evaluate arm's length criteria and demand for additional information. Arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm's length basis. Necessary disclosure with respect to the material related party transactions during the FY 2023-24, is given in the prescribed Form AOC-2 which is annexed as Annexure F to this report. In compliance with the requirement of Listing Regulations, names of related parties and details of transactions with them have been included in notes to the financial statements provided in this Annual Report. The updated Policy on the Related Party Transactions is available on the

Company's website at https://www.bhartihexacom.in/ docs/policies/RPT-Policy.pdf.

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.

Internal Financial Controls

The Company has adequate internal financial controls, procedures and policies, ensuring 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 Company has detailed work instructions, Standard Operating Procedures, policies, process and manuals which lays down roles, responsibility and actions required. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.

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.

Compliance Management

To ensure compliance with all the applicable laws, the Company has a strong and robust digital compliance tool. A comprehensive check list of compliances applicable to Company is prepared by an independent agency which is mapped to each owner of the compliance for confirming compliance. Additionally, in order to ensure completeness an independent agency periodically or on an event basis updates the recent amendments in applicable laws.

To ensure that compliances are completed within the defined timelines, automated email reminders are sent to individual owners to comply with the requirements within the stipulated timelines.

The respective function heads certifies the compliance mapped to their respective function for

onwards submission to the Board in summary form along with legal and regulatory update. To ensure comprehensiveness, periodic audits of compliance tool are conducted during internal audit 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.

Proceeding under Insolvency and

Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2024.

Transfer of amount to Investor Education and Protection Fund

There are no unclaimed/unpaid dividends during the year. Therefore, the Company was not required to transfer any amount to Investor Education and Protection Fund.

Annual Return

The draft Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and

Administration) Rules, 2014, is available on the website of the Company at https://www.bhartihexacom.in/ results-annual-results.html.

Significant and Material Orders

During the FY 2023-24, 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.

Secretarial Standards

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Acknowledgements

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.

For and on behalf of the Board For Bharti Hexacom Limited

Jagdish Saksena Deepak

Place: Gurugram Chairman

Date: May 14, 2024 DIN: 02194470