In line with the above policy, your Directors have recommended a final dividend of H18 (i.e. 360%) per equity share of face value of H5 each for the financial year 2025-26, subject to the 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 Annual Report, will amount to approximately H9,000 million.

The record date for the purpose of payment of final dividend for the financial year 2025-26, will be Friday, July 31, 2026.

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 and the Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The relevant details pertaining to Tax Deducted at Source (‘TDS') on dividend are provided in Note no. 24 of the Annual General Meeting Notice, which forms part of this Annual Report.

Board of Directors and Key Managerial Personnel

The Company's Board is an optimum mix of Non-executive, Independent Directors and Woman Director and conforms to the provisions of the Act, SEBI Listing Regulations, and other applicable statutory provisions. As on March 31, 2026, the Board comprised Ten (10) Directors, including a Non-executive Chairman, three (3) Non-executive NonIndependent Directors and Six (6) Independent Directors including One (1) Woman Independent Director. The appointment/ re-appointment of all the Directors of the Company is subject to periodic approval of the members, hence, the Company does not have any permanent Board seat.

Details of change in Directors during the financial year 202526 and till the date of this Annual Report are as under:

Retirement by Rotation and Resignation i. Retirement by rotation, subsequent re-appointment on the Board

Pursuant to the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Jagdish Saksena Deepak (JS Deepak) (DIN: 02194470), Non-executive Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. JS Deepak also serves as Chairman of the Board.

Based on the outcome of performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Non-executive Director of the Company, liable to retire by rotation, at the ensuing AGM.

In the opinion of the Board, all the Directors, including the Director 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 have been debarred from holding office or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India (‘SEBI'), Ministry of Corporate Affairs (‘MCA') or any other Statutory authority.

ii. Resignation of Director

During the year, there was no material change in the composition of the Board.

Further, subsequent to year end, Kanwaljit Singh Cheema (DIN: 10655273), has tendered his resignation as an Independent Director of the Company w.e.f. close of business hours on April 23, 2026, due to pressing personal and confirmed commitments and confirming that there was no other material reason for his resignation.

The Board places on record its sincere appreciation for his valuable contributions to the Company during his tenure as Independent Director.

Key Managerial Personnel (KMP)

As on March 31, 2026, the Company had the following KMPs:

1. Marut Dilawari - Chief Executive Officer

2. Karthikeyan Velu - Chief Financial Officer

3. Amit Chaturvedi - Company Secretary and Compliance Officer

Amit Chaturvedi (Membership No. FCS 12919) was appointed as the Company Secretary and Compliance Officer of the Company (KMP) in place of Richa Gupta Rohatgi w.e.f. April 18, 2025. Further, Karthikeyan Velu was appointed as the Chief Financial Officer (KMP) of the Company w.e.f. January 01, 2026 in place of Akhil Garg who has resigned and ceased to be Chief Financial Officer (KMP) of the Company w.e.f. close of business hours on December 31, 2025 owing to an internal movement within the Bharti Group.

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 Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act, as amended, read with rules framed thereunder. 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 (‘IICA'). The Directors have further confirmed that they are not debarred from holding the office of Director pursuant to any order of SEBI or any other regulatory authority.

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

Policy on Director's Appointment and Remuneration

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, age, geography, expertise, knowledge and perspectives etc., leads to sharper and more 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.

Meetings of the Board and Board Committees

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 Stakeholder's Relationship Committee.

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

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

The Board of Directors met Six (6) times during the financial year 2025-26. A detailed update on the Board, its composition, governance of various Committees, number of Board and Committee meetings held during the financial

year 2025-26 and attendance of the Directors 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 engagement and effectiveness. The Board, in consultation with Nomination and Remuneration Committee, lays down a structured and robust framework, process, format, attributes, criteria and questionnaires for the performance evaluation of the Board, its Committees and individual Directors including the Chairman of the Company keeping in view the Board's priorities and practices. To ensure integrity and objectivity, Hexacom leverages the expertise of a leading independent consulting firm, which facilitates the online evaluation process. This approach not only brings external insights but also reinforces Hexacom's commitment to ensure continuous improvement in board processes and performance.

A detailed disclosure on the framework of Board Evaluation covering evaluation approach, overview of evaluation process, evaluation criteria, outcome of the evaluation process and actions taken on outcome of last year's evaluation process has been provided in the Report on Corporate Governance, which forms part of this Annual Report.

Familiarisation Programme for Board members

The Company has adopted a well-structured induction programme for orientation and training of Directors at the time of theirjoining so as to provide them with an opportunity to familiarise themselves with the Company, the 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.

Auditors and Auditors' Report

Statutory Auditors

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

Deloitte has 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 the Financial Statements forming part 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 certain assets that were due for physical verification during the quarter ended March 31, 2026. The Company, in order to keep the network up and running, moves network equipment 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.

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

Further, Deloitte the present Statutory Auditors of the Company, shall retire upon the conclusion of 32^nd Annual General Meeting (‘AGM') to be held in the calendar year 2027 i.e. on completion of its second consecutive term as Statutory Auditors. Accordingly, pursuant to the comprehensive and transparent selection process overseen by the Audit Committee and based on its recommendation, the Board of Directors of the Company has approved the appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm registration no. 101049W/ E300004) as Statutory Auditors of the Company from the conclusion of 32^nd AGM to be held in calendar year 2027 for a term of five (5) consecutive years as per applicable laws and subject to approval of the shareholders of the Company. The proposed transition has been structured to ensure continuity, reinforce independence and adherence to best governance standards.

Cost Records

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

Cost Auditors and Cost Audit Report

The Board, on the recommendation of Audit Committee, reappointed M/s Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2026-27. Sanjay Gupta & Associates being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2026-27 and have confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.

A remuneration of H2,50,000 (Rupees Two lacs and Fifty Thousand only) including out-of-pocket expenses in connection with the aforesaid audit and exclusive of taxes, is proposed to be paid to the Cost Auditors, subject to ratification by the shareholders of the Company at the ensuing AGM.

The Cost Audit Report for the financial year 2024-25 did not contain any qualification, reservation, disclaimer, or adverse remark. During the year, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors, on the recommendation of Audit Committee had appointed M/s Makarand M. Joshi & Co, Company Secretaries (‘MMJC') as Secretarial Auditors for a period of five consecutive year from the financial year 2025-26. The above appointment was also approved by shareholders at the 30^th Annual General Meeting.

The Secretarial Auditors have submitted their report, confirming, inter alia, compliance of all the provisions of applicable corporate laws by the Company and the report did not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report for the financial year 2025-26 is annexed as Annexure C to this Board's Report.

Internal Auditors and Internal Assurance Partners

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 the 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 is 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 the 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.

Sustainability

Business Responsibility and Sustainability Report

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

A detailed note on energy conservation, technology absorption, and foreign exchange earnings and 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 Board's Report.

Corporate Social Responsibility

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 endeavored not only to meet but also to 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

Pursuant to the applicable provisions of Section 135 of the Act, the Company was obligated to contribute an amount of H239 million towards CSR activities during the financial year 2025-26.

A detailed update on the CSR initiatives of the Company along with the details of CSR contribution during previous year is provided in the Report on Corporate Social Responsibility which is annexed as Annexure E of this Board's Report.

Corporate Governance Report

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

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulation, forms part of this Annual Report. A certificate from M/s Makarand M. Joshi & Co, Company Secretaries (‘MMJC'), the Secretarial Auditors of the Company, confirming compliance of conditions of Corporate Governance during the financial year 2025-26, as stipulated under the SEBI Listing Regulations, is annexed as Annexure A to this Board's Report.

Management Discussion and Analysis 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 Board's Report.

Risk Management

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 longterm sustainable growth and value creation for all the stakeholders.

The Company has a robust risk management framework in place, which plays an integral role across the Company's operation. The framework encompasses around governance structure, risk identification and categorisation, risk prioritisation, risk mitigation, monitoring and reporting. The objective of risk management framework is to establish a well-defined approach to risk management. 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

The Company periodically reviews and improves the adequacy and effectiveness of its risk management framework, considering the 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 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.

Internal Financial Controls

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 confirmation as regards to the adequacy of 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, M/s 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 internal financial control which were operating effectively as on March 31, 2026.

Compliance Management

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, mapped to the respective compliance owners 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/ Board of Directors on a quarterly basis.

Material changes and commitments affecting the financial position between the end of the financial year and the date of Report

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

Deposits

During the 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.

Significant Development

Shifting of registered office from "National Capital Territory (NCT) of Delhi" to the "State of Haryana"

Pursuant to the Order of the Regional Director, New Delhi dated April 02, 2025, the Company shifted its registered office from NCT of Delhi to the State of Haryana w.e.f. April 18, 2025.

Capital Market Ratings

The credit ratings of the Company during the year ended March 31, 2026, were 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.

Other Statutory Disclosures Vigil Mechanism

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.

Maternity Benefits

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961 read with the relevant provisions of the Code on Social Security, 2020, to the extent notified.

Disclosure under Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act')

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

Annual Return

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,

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

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.

The Company had not given any loan or guarantee during the year ended March 31, 2026. Particulars of investments form part of Note no. 7 to the financial statements provided in this Annual Report.

Related Party Transactions

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 firm(s) 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 ofvaluation/ 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.

To further strengthen governance and monitoring, the Company has implemented a technology-enabled related party management tool, which facilitates maintenance of a centralized and comprehensive related party master on a single portal. The tool enables real time identification, recording, and tracking of related party transactions across the organization, ensures consistency and accuracy of related party data, and provides enhanced visibility for management and oversight committees. This centralized and system driven approach supports timely review, effective monitoring, and robust audit trails, thereby reinforcing compliance with applicable regulatory requirements and strengthening the Company's overall related party governance framework.

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 financial year 2025-26, is given in the prescribed form AOC-2 which is annexed as Annexure F to this Board's Report. Further, all arrangements/ transactions entered 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 the promoter group entities which have been written off during last three years.

Particulars of Employees

Disclosures relating to remuneration of Directors under Section 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 Board's Report.

Significant and Material Orders

During the year, 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.

Proceeding under Insolvency and Bankruptcy Code, 2016

There were no applications made or proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.

Transfer of unclaimed dividend and shares to Investor Education and Protection Fund

There were no unclaimed dividends due past seven years; accordingly, the Company was not required to transfer any amount or shares to the Investor Education and Protection Fund.

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, 2026.

I Subsidiary Company, Joint Ventures and Associate Companies