BSE Prices delayed by 5 minutes... << Prices as on May 08, 2026 - 3:59PM >>   ABB  7009.05 ATS - Market Arrow  [-2.51]  ACC  1397.6 ATS - Market Arrow  [-1.28]  AMBUJA CEM  444.25 ATS - Market Arrow  [-1.57]  ASIAN PAINTS  2600.25 ATS - Market Arrow  [2.80]  AXIS BANK  1269.4 ATS - Market Arrow  [-1.78]  BAJAJ AUTO  10710.85 ATS - Market Arrow  [0.98]  BANKOFBARODA  264.05 ATS - Market Arrow  [-2.33]  BHARTI AIRTE  1834 ATS - Market Arrow  [0.41]  BHEL  404.65 ATS - Market Arrow  [-0.41]  BPCL  302.85 ATS - Market Arrow  [-1.54]  BRITANIAINDS  5519.2 ATS - Market Arrow  [-5.02]  CIPLA  1347.7 ATS - Market Arrow  [-1.11]  COAL INDIA  456.35 ATS - Market Arrow  [-2.15]  COLGATEPALMO  2196.75 ATS - Market Arrow  [1.38]  DABUR INDIA  487.6 ATS - Market Arrow  [3.73]  DLF  608.4 ATS - Market Arrow  [-1.68]  DRREDDYSLAB  1293 ATS - Market Arrow  [-1.06]  GAIL  166.5 ATS - Market Arrow  [-0.57]  GRASIM INDS  2958.15 ATS - Market Arrow  [-0.06]  HCLTECHNOLOG  1198.6 ATS - Market Arrow  [1.28]  HDFC BANK  781.2 ATS - Market Arrow  [-1.84]  HEROMOTOCORP  5321.5 ATS - Market Arrow  [-0.38]  HIND.UNILEV  2287.9 ATS - Market Arrow  [0.66]  HINDALCO  1043 ATS - Market Arrow  [-1.19]  ICICI BANK  1264.8 ATS - Market Arrow  [-1.01]  INDIANHOTELS  673.3 ATS - Market Arrow  [0.62]  INDUSINDBANK  949.85 ATS - Market Arrow  [0.34]  INFOSYS  1179.2 ATS - Market Arrow  [1.44]  ITC LTD  307.4 ATS - Market Arrow  [-0.08]  JINDALSTLPOW  1246.2 ATS - Market Arrow  [-0.98]  KOTAK BANK  380.55 ATS - Market Arrow  [0.32]  L&T  3973.6 ATS - Market Arrow  [-1.22]  LUPIN  2377.9 ATS - Market Arrow  [-3.33]  MAH&MAH  3321.7 ATS - Market Arrow  [-1.45]  MARUTI SUZUK  13739.9 ATS - Market Arrow  [-0.20]  MTNL  32.11 ATS - Market Arrow  [-0.53]  NESTLE  1478.65 ATS - Market Arrow  [0.18]  NIIT  74.92 ATS - Market Arrow  [0.74]  NMDC  88.8 ATS - Market Arrow  [-1.55]  NTPC  402.2 ATS - Market Arrow  [0.44]  ONGC  279.25 ATS - Market Arrow  [-1.66]  PNB  107.2 ATS - Market Arrow  [-1.79]  POWER GRID  313.9 ATS - Market Arrow  [0.00]  RIL  1435.7 ATS - Market Arrow  [0.00]  SBI  1019.55 ATS - Market Arrow  [-6.62]  SESA GOA  296.45 ATS - Market Arrow  [-2.91]  SHIPPINGCORP  338.75 ATS - Market Arrow  [5.96]  SUNPHRMINDS  1847.3 ATS - Market Arrow  [0.70]  TATA CHEM  781.9 ATS - Market Arrow  [-2.83]  TATA GLOBAL  1175.95 ATS - Market Arrow  [2.04]  TATA MOTORS  355.35 ATS - Market Arrow  [-1.09]  TATA STEEL  214.45 ATS - Market Arrow  [-1.20]  TATAPOWERCOM  436 ATS - Market Arrow  [-0.73]  TCS  2394.85 ATS - Market Arrow  [-0.29]  TECH MAHINDR  1463.05 ATS - Market Arrow  [1.03]  ULTRATECHCEM  11956 ATS - Market Arrow  [-1.55]  UNITED SPIRI  1281.1 ATS - Market Arrow  [0.14]  WIPRO  197.95 ATS - Market Arrow  [0.30]  ZEETELEFILMS  95.08 ATS - Market Arrow  [0.57]  

Vodafone Idea Ltd.

Directors Report

NSE: IDEAEQ BSE: 532822ISIN: INE669E01016INDUSTRY: Telecom Services

BSE   Rs 11.25   Open: 11.18   Today's Range 11.00
11.44
 
NSE
Rs 11.24
+0.01 (+ 0.09 %)
+0.01 (+ 0.09 %) Prev Close: 11.24 52 Week Range 6.12
12.80
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 121777.57 Cr. P/BV -1.39 Book Value (Rs.) -8.10
52 Week High/Low (Rs.) 13/6 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/08/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

We have pleasure in presenting the Thirtieth Annual Report,
together with the audited financial statements of the
Company for the Financial Year ended March 31, 2025.

INDIAN WIRELESS SECTOR

In the early 2000s, wireless connectivity was a privilege
available to only a few. In 2001, India's tele-density i.e the
number of telephone connections per 100 people — stood
at a mere 3.5, making even a basic phone call inaccessible
for many. Fast forward to 2025, and what was once
considered a luxury has become a fundamental part of daily
life. With tele-density surging to 82.4% and the cost of
voice calls plummeting, connectivity is not only affordable
but ubiquitous. This remarkable transformation has not only
redefined communication but has also turned once-distant
aspirations into everyday experiences. Today, India boasts the
world's second-largest telecommunications sector, serving
over a billion people. The sector is contributing approximately
6% to the national GDP (including Infrastructure, Equipment,
Mobile Virtual Network Operators, White Space Spectrum,
5G, Telephone service providers and Broadband).

The widespread availability of affordable mobile devices and
internet services has accelerated digital adoption, bridging
gaps and connecting communities across the country. The
sector marked significant progress in connectivity, digital
inclusion, technological advancement, and regulatory
reforms i.e all aligned with the government's Digital India
vision. From the rapid rollout of newer technologies to
the policies aimed at enhancing infrastructure and user
experience, these initiatives have played a vital role in
fostering inclusive growth and seamless communication.

India's telecom journey has become a case study in global
transformation. Unlike many other nations that viewed
telecom as a commercial service, India recognized it as
a powerful tool for equity and empowerment, a force
that continues to narrow the divide between urban and
rural populations, and between the privileged and the
underserved.

Let's take a look at the Indian telecom scenario in last
decade:

• Wireless connections grew from 969.9 Mn in March
2015 to 1,157 Mn in March 2025.

•    Overall tele-density rose from 77.3% in March 2015
to 82.4% in March 2025.

•    Rural telephone connections grew by 26.9%, more than
double the urban increase, from 414.2 Mn in March
2015 to 525.6 Mn in March 2025.

•    Broadband connections jumped from 83.68 Mn in
March 2015 to 902.7 Mn in March 2025, a growth of
978.8%.

•    Average monthly data consumption per wireless data
subscriber (GSM) increased from 89 MB in March 2015
to 22 GB in March 2025.

•    Average minutes of usage per subscriber (GSM)
increased 2.7 times from 383 minutes in March 2015
to 1,026 minutes in March 2025.

Wireless connectivity has become the backbone of India's
digital ecosystem, connecting over a billion people across
diverse geographies. Telecom companies have made
substantial investments in wireless infrastructure - providing
extensive 4G coverage covering and, rolling out 5G networks
across India. The criticality of having a robust wireless sector
has been authenticated multiple times, including during
the COVID 19 pandemic, where it enabled remote working,
digital education, telemedicine and e-commerce, keeping
the economy and essential services functioning and in times
of geopolitical tension or natural disasters, when the wireless
network ensures real time communication, coordination and
crisis response.

Over the last decade, the wireless operators have made very
large investments in acquiring spectrum and expansion of
network infrastructure - be it 4G to address the growing
customer demand or rolling out an advanced technology
like 5G where the customer demand is still evolving to
support the Digital India Vision of our Hon'ble Prime Minister.
However, the sector faces significant challenges.

On the back of these investments, India has improved its
global ranking in mobile broadband speed from 118th to
15th in a report published by the Portulans Institute, an
independent non-profit research and educational institute
based in Washington DC. The surge in connectivity demand
across all demographics, driven by diverse income groups,
age segments, and evolving customer behavior, has also
boosted India's ranking in the Network Readiness Index

(NRI) 2024 to 49th position, up from 60th in the same
report.

However, despite this impressive growth, overall broadband
penetration still remains below 65% representing a
significant opportunity for further growth with higher
adoption of broadband services.

It may be noted that India has one of the lowest ARPUs in the
world making it challenging for telcos to sustain investment
and innovation. The private mobile operators hiked tariff
in July 2024 after more than two years since the previous
price increase in November 2021, leading to improvements
in ARPU and revenue. However, despite the price increase,
the ARPU in India remains as one of the lowest globally
and the industry's ROCE continues to remain below cost
of capital. Further, the telecom sector requires significant
investments to support emerging technologies, and meet
the rapid increase in data consumption, further accelerated
by rapid AI advancements.

Therefore, to ensure a fair return on significant investments
and support future capital expenditure in the telecom
industry, further tariff increases are essential. Additionally,
the industry needs to return to a pricing model where heavy
data users contribute more proportionally to their higher
usage, than the current pricing structure where incremental
data usage comes at an extremely low and unsustainable
marginal price.

With low penetration and potential ARPU growth, India
continues to remain an attractive market for telecom
industry despite the past challenges of hyper-competition
and subsequent financial stress in the sector. The
consolidation of the industry to three private operators and
one government operator positions the industry well to
benefit from the growth opportunities on the back of India's
digitalization trend and Government's vision of Digital India.

COMPANY OVERVIEW
Mobile Business Overview

Your Company, an Aditya Birla Group and Vodafone Group
partnership, is a major telecommunication operator in India,
offering Voice, Data, and other Value Added Services (“VAS",
business connectivity services including IoT, Cloud, Managed

Services etc. Your Company is continuously engaged in
introducing newer and smarter technologies for its retail
and enterprise customers. Your Company offers technologies
with innovative offerings that can be accessed conveniently
through an ecosystem of digital channels as well as extensive
presence on the ground.

1.    Voice Services

Your Company offers Voice services in all 22 service
areas. Your Company now covers more than 1.2 Bn
Indians in over 487,000 census towns and villages
with its Voice services. Your Company also provides 4G
VoLTE across all 22 circles to provide enhanced voice
experience to its 4G subscribers. Your Company has
now expanded Voice over WiFi (VoWiFi) calling feature
for its subscribers.

2.    Broadband Services

The broadband services of Vodafone Idea on 4G is
available in all 22 service areas of India. The Company's
broadband coverage is available in over 389,600
Census towns and villages. The population coverage
on 4G is more than 1.1 Bn covering close to 83% of
population#. Your Company has thus seen a steady
rise in 4G subscriber penetration (as a percentage of
reported subscribers) increasing from 59.4% as of
March 31,2024 to 63.8% as of March 31, 2025. As your
Company continues to focus on 4G network expansion,
4G subscriber penetration should further improve in the
coming years. Your Company has recently launched 5G
services and expansion efforts are underway to offer 5G
services in the key geographies of other circles where
Company holds 5G spectrum by August 2025.

3.    Content and Digital Offerings

Your Company offers not just enriched connectivity
but also an array of digital products and services to
complement the core business. Digital and Content has
been at the core of Your Company's strategy wherein
over the past few years Your Company has launched
several digital initiatives to address the changing
requirements of today's consumers and enabling them
to get a range of benefits and value-adds.

#Basis the Census 2011 data adjusted for 2020 by using Aadhaar Card data and proportionately extrapolating for all census data points,
reported by an independent third-party consultant.

 

To enable access to the best in class content to its
customers, the Company relaunched Vi Movies & TV as
a paid subscription service offering multiple OTTs under
one plan, specifically targeting Smart TV consumers,
who can get all their favourite OTTs through one plan.
The Company has brought 17 OTT partners onboard
for this offering including the likes of Disney+ Hotstar,
SonyLiv, Zee5, SunNxt and a host of regional OTTs like
Chaupal, Klikk, Nammaflix and more.

The most recent addition to this lineup is Lionsgate.
Additionally, the subscription also allows access to
350+ TV channels. In order to offer a superlative
viewing experience with a convenience of discovering
all the content from the partner apps, consumers can
watch these OTTs on any screen, mobile, laptop, tablets
or SmartTVs.

Your Company also continues to scale its bundling play
on OTTs by continually expanding the portfolio with
existing partners as well as bringing new partners on
board. Your Company has most attractive prepaid and
postpaid plans bundled with Netflix, Amazon Prime,
Prime Lite and Zee.

In an endeavor to increase engagement and service
the varied digital needs of the customers over the past
two years, your Company has launched multiple other
digital initiatives like Vi Ads, Vi Games, Vi Shop, Utility
Bill Pay that we continue to evolve and scale:

•    Vi Ads : Vi has its own Ad-tech platform called
‘Vi Ads' providing Digital Advertising services for
Media Agencies & Brands for running targeted
Marketing campaigns through its AI/ML enabled
Ad-tech platform, which empowers marketers to
engage with Vi users, as per their own targeting
requirements, on both, Vi media assets as well as
external media channels and publisher partners of
Vi Ads. Vi Ads is now empanelled with almost all
the top media agencies and is part of the media
plan for some of the big brands in the country.

•    Vi Games : The Company offers gaming service -
Vi Games on Vi App. Vi Games offers a wide variety
of individual hyper casual games in partnership
with OnMobile. The Company also has multiplayer
or social games under Vi Games. This includes

casual games like Solitaire, Carrom, Wordle, Ludo,
Sudoku, Cricket, Soccer, Rummy, etc which one
can play with friends or online players or even
participate in ongoing daily tournaments. The
App also has an eSports platform in partnership
with GamerJi, enabling the gaming enthusiasts
to participate in eSports tournaments on popular
titles like Free Fire Max, Call of Duty, Clash Royale,
Asphalt 9, World Cricket Championship 3 & more.

•    Vi Shop: Leveraging telco data and access
capabilities to create a digital marketplace, we
have launched a ‘shop' section on Vi App in
partnership with leading players across categories
like entertainment, food, shopping and travel.

•    Utility Bill Pay: With a view to establish Vi App
as a preferred destination, we have also integrated
‘Utility Bill Payment' functionality on Vi App
enabling the users to pay their electricity bills,
water bills, LPG bills, insurance premium, loan
EMIs, recharge FASTAG or their DTH or broadband
subscriptions.

4. Other Value Added Services (VAS) Offerings

Your Company offers a variety of other Value Added

Services (VAS) offerings, including

-    Voice and SMS based services such as caller
tunes, voice & SMS chat; and

-    Utility services such as missed call alerts

Long Distance Services and ISP

Your Company has active licenses for National Long Distance
(“NLD"), International Long Distance (“ILD") and Internet
Service Provider (“ISP"), and registration for Infrastructure
Provider (“IP-1") services. These licenses are used to carry
inter-circle voice traffic of your Company and also bring
incoming voice traffic from top international carriers across
the globe into India. Your Company also sends all of the
outgoing International Voice traffic on its own network and
the interconnections with these licenses enable it. These
licenses also help your Company to offer various Enterprise
Fixed Voice and Data Services to Enterprise, Government and
Wholesale customers. Vodafone Idea ISP currently handles
all captive subscriber traffic requirements.

Business Services

Vi Business is committed to being the most trusted
and valued partner helping businesses in their digital
transformation journey. Leveraging its global expertise and
understanding of local markets, it offers comprehensive
communication solutions to empower global and Indian
corporations, public sector and government entities, as well
as small and medium enterprises and start-ups. With leading-
edge enterprise mobility, robust fixed-line connectivity, world
class IoT solutions, and insightful business analytics and
digital services, Your Company delivers the smartest and
newest cutting edge technologies to support businesses
in the digital age.

Competitive Strengths

Your Company believes that it is well positioned to exploit
the growth opportunities in India's rapidly expanding mobile
telecommunications industry. The key competitive strengths
are set out below:

1. Large Subscriber Base

Your Company is the sixth largest telecommunications
service provider in the world based on subscriber
base (Source: GSMA Intelligence Dashboard). As per
TRAI Subscription Report, your Company had over
205.4 Mn subscribers and the subscriber market share
was 17.7% as of March 31, 2025. The Applicable Gross
Revenue (ApGR) market share was 16.2% of the Indian
mobile telecommunications services industry for the
year ended March 31, 2025 as per TRAI Data. During
the year ended March 31, 2025, your Company had a
leading ApGR market share in the Mumbai and Kerala
service areas, and the second largest ApGR market
share in Gujarat. For the same period, ApGR market
share was over 20% in Haryana, Kolkata, Uttar Pradesh
(West), Maharashtra, and Delhi service areas.

On a reported basis, your Company has 198.2 Mn
subscribers as of March 31, 2025, of which 126.4 Mn
are 4G subscribers. As it continues to expand
broadband coverage and capacity, the large subscriber
base provides a platform to communicate effectively

and utilise data and analytics to enable personalization
at a large scale. This also enables the upgrade of
voice only customers to become users of a large
array of data services and digital offerings, and helps
maintain competitive position in the market. Your
Company also utilizes artificial intelligence and data
analytics to improve some of its services, including
customer segmentation, targeted marketing, offering
personalized recommendations, and location based
services, among others.

2. Competitive Spectrum Profile

Your Company has a total of 8,030.4 MHz of spectrum
across different frequency bands out of which 8,012.8
MHz spectrum is liberalised and can be used towards
deployment of any technology.

This includes the sub GHz spectrum (900 MHz
band) in 7 circles acquired in June 2024 auction i.e
Andhra Pradesh, Tamil Nadu, Karnataka, Punjab,
Rajasthan, Uttar Pradesh (East) and Kolkata, enabling
your Company to dedicate adequate 900 MHz band
spectrum for 4G thereby enhancing the experience of
4G customers in these large markets, particularly the
indoor experience. In addition to 900 MHz spectrum,
the Company has also acquired 1800 MHz spectrum in
Madhya Pradesh and 2500 MHz spectrum in Bihar, which
will help in increasing the network capacity quickly. Your
Company has mid band 5G spectrum (3300 MHz band)
in 17 priority service areas and mm Wave 5G spectrum
(26 GHz band) in 16 service areas.

Your Company, thus, has a solid portfolio of spectrum
across all bands in all the priority circles. This large
spectrum portfolio enables offering a superior experience
to the customers as your Company has the highest 4G
spectrum available per million subscribers and sufficient
capability to support migration of entire 4G subscriber
base to 5G. With the emergence of 5G technology,
it further enables strengthening the enterprise
offerings and provides new opportunities for business
growth.

Below table provides the spectrum held by vour Company across all service areas:

Circle

 

Spectrum Frequencies (MHz)

   

Total FDD
x2 + TDD

 

FDD

   

TDD

 

900

1800

2100

2300

2500

3300

26000

Andhra Pradesh

7.4

10.0

5.0

-

20.0

50

200

314.8

Bihar

-

13.4

5.0

-

20.0

50

-

106.8

Delhi

10.0

10.6

5.0

-

20.0

50

200

321.2

Gujarat

11.0

20.8

10.0

-

30.0

50

450

613.6

Haryana

12.2

15.8

15.0

-

20.0

50

400

556.0

Karnataka

7.2

15.0

10.0

-

-

50

200

314.4

Kerala

12.4

20.0

10.0

10.0

20.0

50

800

964.8

Kolkata

7.2

15.0

10.0

-

20.0

50

200

334.4

Madhya Pradesh

7.4

19.8

5.0

10.0

20.0

50

400

544.4

Maharashtra

14.0

12.4

15.0

10.0

30.0

50

400

572.8

Mumbai

11.0

10.2

10.0

-

20.0

50

200

332.4

Punjab

6.8

15.0

10.0

-

20.0

50

300

433.6

Rajasthan

6.8

10.0

15.0

-

20.0

50

300

433.6

Tamil Nadu

7.4

11.4

15.0

-

-

50

300

417.6

Uttar Pradesh (East)

6.8

10.0

20.0

-

20.0

50

250

393.6

Uttar Pradesh (West)

10.0

15.0

10.0

-

20.0

50

350

490.0

West Bengal

6.8

21.6

5.0

-

20.0

50

400

536.8

Priority Circles

144.4

246.0

175.0

30.0

320.0

850.0

5,350.0

7,680.8

Assam

-

25.0

5.0

-

20.0

-

-

80.0

Himachal Pradesh

-

11.2

5.0

-

10.0

-

-

42.4

Jammu & Kashmir

-

17.0

5.0

-

10.0

-

-

54.0

North East

-

25.8

5.0

-

20.0

-

-

81.6

Odisha

5.0

17.0

5.0

-

20.0

-

-

74.0

Other Circles

5.0

96.0

25.0

-

80.0

-

-

332.0

Total Liberalised Spectrum

149.4

342.0

200.0

30.0

400.0

850.0

5,350.0

8,012.8

Non-Liberalised Spectrum

 

8.8

         

17.6

Grand Total

149.4

350.8

200.0

30.0

400.0

850.0

5,350.0

8,030.4

 

3. Extensive Network Infrastructure and Coverage

Your Company has a strong network footprint across
the country which enables it to offer comprehensive
consumer offerings as well as, has a substantial capacity
spectrum to address the growing data demand. Your
Company has a large network infrastructure of 2G, 3G,
4G and 5G equipment, along with a nationwide fibre
optic cable (OFC) network. As of March 31, 2025, your
Company operates approximately 195,300 unique

tower locations across more than 487,000 towns
and villages in India, and offers broadband services
(3G, 4G and 5G) at more than 494,500 broadband
(3G,4G and 5G) units, covering over a billion people.
Your Company has witnessed an increase in 4G
population coverage following the Merger from 530 Mn
for Vodafone and 655 Mn for Idea prior to the Merger,
to over 1.1 Bn Indians i.e. ~83% of population, as of
March 31, 2025.

Your Company has OFC spanning over 317,500
kilometers, combining both its own infrastructure and
IRUs taken (excluding overlaps). We provide VoLTE
services and voice over WiFi (“VoWiFi”) services
throughout India.

Your Company continues to focus on enhancing its
4G infrastructure. During the year, your Company is
aggressively working towards building 5G infrastructure.
Your Company has been deploying LTE on TDD band
of 2300 MHz and 2500 MHz spectrum band to
expand the capacity and on 900 MHz band on select
sites to improve customer experience in dense areas.
Your Company also deploys Dynamic Spectrum
Re-farming, High Power Small Cell, Massive MIMO and
Small Cells to maximize spectrum efficiency.

4. Power Brand

Your Company continues to make great progress
in creating a strong differentiation for the brand by
building functional salience of its network, establishing
a deep emotional connect with its customers and by
offering innovative and industry-first propositions that
gives them the maximum value and benefits that a
telco plan can offer.

In line with its purpose-led branding, Vi launched
the emotionally resonant 
‘Be Someone's We (V!)'
campaign in September 2024, inspired by the belief
that connections have the power to transform lives.
The campaign reinforced Vi's vision of being a trusted
partner in its customers' journey towards a better
today and a brighter tomorrow. The second phase
of this campaign, rolled out during the Cricket World
Cup, highlighted stories of empty nesters navigating
loneliness, showcasing Vi's role in fostering real
human connections and bridging emotional gaps. The
campaign struck a deep emotional chord, appealing to
the universal need for belonging and making the world
a little less lonely through the power of connectivity.
We engaged with younger audiences through a podcast
in partnership with Yuvaa called - ‘Be A Parent, Yaar!'
where the central theme of ‘Be Someone's We' was
woven into conversations between celebrities and
their parents. The interaction with youth was further

enhanced through Snapchat with the introduction of
‘Be Someone's We' lens.

To further drive engagement, Vi introduced the
high-energy Run Mahotsav during the IPL season-an
interactive campaign on the Vi App that encouraged
daily participation through gamified experiences,
quizzes, and transaction-based rewards. This initiative
saw enthusiastic response from users, significantly
boosting app engagement and brand interaction. In
addition, Vi partnered with leading youth platforms
like Spotify, Yuvaa, and Snapchat to co-create content
and experiences tailored to younger audiences.
These platform-specific collaborations amplified the
message of ‘Be Someone's We', blending influencer-led
storytelling, purposeful digital content, and interactive
formats to deepen relevance and emotional connect
among Gen Z and millennial consumers.

Together, these initiatives reflect Vi's strategic focus
on customer-centricity, emotional resonance, and
digital innovation, all of which are central to building
a truly powerful and enduring brand in today's hyper¬
connected world.

With the kickstarting of the Capex cycle post FPO and
significant expansion and improvement of the network,
we launched hyperlocal campaigns at a massive scale
across India which targeted customers with stories
of ‘Our Best Ever Network' at city, district and locality
levels to reiterate the extent and impact of network
expansion. This campaign was amplified through OOH,
digital, retail, radio and other such local media.

Vi also had a very successful run at the India Mobile
Congress 2024 with over 40,000 attendees garnering
among the highest footfalls, engagement and media
share of voice during that period. Vi showcased
innovative consumer use cases that showcased the
‘Future is now' such as Remote Healthcare, VR Dwarka
Darshan, eSports and Remote Music Orchestration
drew massive crowds, participation and interest from
visitors, delegates and the media. On the enterprise
side, use cases such as Industry 4.0, IoT and MSME
solutions similarly garnered great interest. Your
Company demonstrated Vi's vision and thought

leadership on how the power of technology can
help shape the future of healthcare, entertainment,
business and more.

By Q3 FY 25, apart from adding new towers, your
Company was also adding technology layers to the
existing broadband towers, which we communicated
through an extensive Television and ATL media
campaign named ‘100 Towers every Hour'. Your
Company's network was also rated as the best
4G network in the country in November 2024 by
Opensignal. Your Company's network was rated to be
providing the best 4G Download and Upload Speeds,
4G Live Video, 4G Gaming and 4G Video Experience
and 4G Voice App experience in the country.

Your Company always prides itself in bringing in the
best propositions and products for its customers in
the marketplace that provide them the best value
and benefits and act as a core differentiator. To this
endeavor, Vi launched several new products such as the
Vi Super Hero, Vi Non Stop Hero and the refreshed Vi
RedX Postpaid that garnered popularity and continue
to be widely subscribed.

As the network continues to become stronger, Vi
would continue to build along the pillars of functional
salience, emotional connection, digital media, youth
and product led innovations to create differentiation
in the marketplace.

OVERVIEW OF KEY STRATEGIC INITIATIVES

1. Focus on Network Investments

Your Company's investments had been constrained
over the past few years due to liquidity challenges.
Following the recent fundraise, capital expenditure
(capex) gained significant momentum.

In H1FY25, your Company launched ‘quick win' capex
initiatives, which focused on capitalising on low-
hanging fruits, while working on finalizing long-term
capex contracts.

During the July 2024 spectrum auction, your Company
has acquired 50 MHz of spectrum across low band
and mid band spectrum (900 MHz, 1800 MHz and

2500 MHz) in 11 circles at a total commitment of
' 3,510 Crore. Your company holds the highest 4G
spectrum per million subs amongst the 3 private
operators and competitive 5G spectrum in 17 priority
circles, which allows it to offer superior experience to
customers as well as to effectively utilize the spectrum
across existing and emerging technologies.

A major milestone was achieved in September
2024 when your Company concluded contracts for
approximately ?300 Bn with three global technology
partners-Nokia, Ericsson, and Samsung-for the
supply of network equipment over a three-year period.
This strategic step formed the foundation of the
transformative three-year capex plan, which is targeted
at overall spends of ?500-550 Bn.

Following the execution of these agreements,
network deployment began in October 2024, formally
kickstarting a full-scale capex cycle. During the
year, the Company made significant progress in
expanding its network footprint. It added a total of
~14,100 broadband towers-almost equivalent to the
net cumulative addition of ~14,900 towers between
FY20 and FY24. As previously outlined, your Company
aims to increase its broadband tower count to around
215,000-220,000-an addition of over 45,000-50,000
towers compared to March 2024, which will take the
4G population coverage to approximately 90%.

Your Company continues to enhance sub-GHz
900 MHz band across all 16 spectrum circles adding
approximately 58,400 sites in FY25 to improve overall
coverage and strengthen indoor connectivity. In
addition, around 48,300 sites were added on the 1800
MHz and 2100 MHz bands to boost network capacity
and enable higher data speeds on Vi GIGAnet network.

As of March 31, 2025, total broadband site count
reached approximately 494,500, up from ~430,700
an year earlier. Your Company is also deploying
High-Powered Small Cells-ultra-lean pole sites
designed for minimal infrastructure and single-operator
use-to address coverage and capacity challenges in
densely populated areas, offering enhanced efficiency
and lower operational costs.

These early investments have significantly enhanced
network coverage and capacity, resulting in an
enhanced customer experience. 4G population
coverage expanded by 73 Mn, reaching approximately
83%, up from 77% in March 2024. Simultaneously, 4G
data capacity increased by about 31%, contributing
to a nearly 28% improvement in 4G speeds. This
marks just the beginning of a multi-year investment
cycle. Consequently, a notable slowdown in subscriber
losses caused by lack of investment earlier is observed.
Your Company is confident that this positive trend of
reduced subscriber loss will continue as we sustain
the current pace of capex deployment. Moreover, the
phased launch of 5G services is expected to further
strengthen subscriber acquisition and retention.

Your Company initiated the rollout of 5G services in
March 2025 and as of date of this report, 5G services
are now available in cities of Mumbai, Delhi, Chandigarh
and Patna. Expansion efforts are underway to offer
5G services in all the 17 circles with 5G spectrum
by August 2025. Your Company has the advantage
of having the latest 4G equipment and technologies
which are capable of upgrading to 5G. Your Company's
4G network has been strategically deployed with a
future-proof architecture, and all new basebands
and over 90% of the Time Division Duplex (“TDD")
2500 MHz band radio units are 5G-ready with 10G
bandwidth capability. Your Company has also deployed
various advanced 5G technologies including Massive
Multiple-Input Multiple-Output (“Massive MIMO") for
improved capacity, and Open Radio Access Network
(“ORAN") for increased flexibility. As of March 31, 2025,
your Company deployed ~76,300 TDD radios, ~13,700
Massive MIMO sites, and ~14,900 small cells.

Your Company's network also includes new unified
roadmap architectures of Virtualized Radio Access
network (“vRAN") and ORAN solutions as well as
E-band technology. The Pan-India core network is
fully equipped to support 5G non-standalone (NSA)
technology. This advanced network architecture is
designed to handle the high throughput and diverse use
cases associated with 5G, encompassing both mobile
and enterprise segments. Your Company's 5G-ready
architecture enables latency reduction and helps us
deliver an enhanced customer experience.

To complement extensive network upgrades, your
Company launched one of India's most hyperlocal
marketing campaigns aimed at increasing consumer
awareness about the marked improvement in network
performance. The campaign highlights real-world local
success stories and showcases how the network has
truly become “Our Best Ever Network" across cities,
districts, and localities.

At the Maha Kumbh Mela 2025, Vi strengthened
its network capacity in the region to handle the
high volume of users. Specifically, Vi added 30 new
sites in Triveni Sangam, upgraded 272 sites, added
46 small-cells, and laid 32 kilometers of fiber to
strengthen the network. Additionally, Vi launched the
“Vi Number Rakshak" initiative to reunite lost pilgrims
with their families. This initiative provided pilgrims,
especially those without phones, with Rudraksh and
Tulsi bead bracelets engraved with emergency contact
numbers. This not only kept the pilgrims safe but also
won appreciation from the local authorities and the
lost-and-found pilgrims.

2. Market initiatives to improve ARPU and drive
retention

With the successful FPO in April 2024, your Company
started the year with the promise of a stronger network
and the confidence of delivering a superior customer
experience during the Financial Year 2024-25. With
that cognizance that the capex cycle will start taking
effect during the year, your Company took upon the
challenge of delivering a strong growth story during the
Financial Year with a focus on both customer retention
and ARPU growth.

In this endeavor, your Company prides itself in always
taking the lead in creating innovative, game changing
and industry-first propositions in the marketplace, that
offer maximum value to the customers and gives them
strong reasons to choose us. This allows us to create
the necessary differentiation in the marketplace and
stay competitive while retaining and upgrading the
valuable base of high ARPU customers.

To this effect, your Company kickstarted the year with
the launch of the ‘Vi-Guarantee' program. With your
Company's 5G launch slated for Q4 and competition

offering free 5G on all its data plans, it was felt necessary
to offer a sufficient counter and attractive benefit for
our loyal customers. Vi Guarantee offered the promise
‘130 GB Data - Milega hi Milega'. All our loyal prepaid
customers using 5G or new 4G handsets, who recharged
with data plans starting 1GB or more were offered 10
GB extra data during the month, every month for 13
months as long as they continued to recharge on our
1GB+ data plans. This program was launched across
the country with significant execution intensity on
the ground across our trade and retail channels. The
program also garnered significant organic attention on
social media with related content garnering over 400 Mn
views. This successful program saw participation from
over 20 Million customers and a large share of which
were shifted from Voice Only or Low ARPU Data Plans
to high ARPU Data plans, helping to not only improve
our subscriber mix and drive ARPU improvement but
also drive retention and boost revenue.

Your Company's priority remains on driving ARPU
improvement. In July 2024, your Company implemented
targeted tariff interventions aimed at improving return
on investments and enhancing cash flow generation—
critical for funding our large-scale network investments.
While these steps are in the right direction, the industry
still requires further tariff rationalization to achieve
sustainable cost-of-capital returns.

The most significant intervention undertaken during
the year was the effectuation of tariff revisions at the
beginning of Q2. With hyper-competition over the
years, industry ARPUs have been unsustainably low and
therefore, your Company undertook upward revision or
prices of all major voice and data plans. However, given
the large strata of customers that we serve, including
segments that are extremely price sensitive, your
Company also took the balanced approach of retaining
some of the old price points with reduced benefits.
This balanced approach allowed your Company to
maximize ARPU growth while minimizing customer
losses, leading to better revenue outcomes compared
to earlier occasions when such large-scale panoramic
tariff revisions were undertaken.

As our investments started to materialize on the ground
at a large scale and our network expansion started

taking good effect, we decided to further revitalize
our product portfolio to bring our ‘Hero' products
back into focus. The ‘Vi Hero Unlimited' - launched
in FY21 and offering free night data (12 AM - 6 AM),
Weekend Data Rollover and two turns of Data Delight
(free 1GB Data sachet) has been a very successful
and popular product that has attracted and retained
a large share of our data plan subscribers, allowing us
to extract higher ARPU from this audience. This year,
we decided to extend it further by introducing the
‘Vi Super Hero' at a premium price point. This innovative
and game-changing product retains the benefits of
hero and extends it further by offering Unlimited data
for half day from 12 AM to 12 PM and 2GB/Day for
the rest of the day. Furthermore, to offer higher value
to our subscribers in some of our opportunity markets
such as Rajasthan, Madhya Pradesh, Andhra Pradesh
& Telangana and Karnataka, your Company launched
the ‘Vi Non-Stop Hero' proposition which offered truly
Unlimited Data 24x7.

A combination of differentiated product propositions,
marketing initiatives, customer service experience
improvements and execution intensity on the ground
has been contributing to growth. To address diverse
customer needs, we offer a comprehensive range of
feature-rich postpaid plans. Your Company also rolled
out Vi Max Limitless Postpaid Data Plans across a
few markets, offering truly unlimited high-speed data
along with premium entertainment content and other
value-added services. The postpaid business continues
to show robust performance, with consistent growth
in the subscriber base on both a quarterly and yearly
basis. While much of this growth is driven by the M2M
segment, individual postpaid customers have also
steadily increased.

To supplement our expanded footprint and ambitious
customer growth plans, our company's propositions
continue to serve as a core differentiator and attract
customers by offering disproportionate value and
benefits. Our ‘Vi Max Postpaid' plan continues to be
the only postpaid plan in the country which offers
customers the option of choosing their benefit from
a wide array of entertainment and lifestyle options
such as Jio Hotstar, SonyLIV, Swiggy One, EazyDiner,
Norton and EaseMyTrip. In Financial Year 2024-25,

we also refreshed our premium and flagship ‘Vi RedX
postpaid' plan, which packs in the best of benefits and
disproportionate value that a telecom plan can offer.
With bundled offering of Netflix, SonyLIV, Jio Hotstar,
EazyDiner and Norton, along with free access to 3
International lounges & 1 Domestic Lounge and a free
International Roaming pack worth up to ?2999 in a year,
the RedX plan packs in a formidable punch and helps
Vi attract the most elite and premium customers in
the market, boosting both ARPU and stickiness.

Your Company has significantly enhanced its
international roaming services, expanding coverage
to over 180+ countries world-wide. Notably, Vi is
the only operator offering unlimited data and calls
in as many as 40 countries, ensuring seamless and
worry-free connectivity for travelers. To further enrich
the travel experience, Vi has partnered with Blue
Ribbon Bags, a US-based lost baggage concierge
service, to offer baggage protection for its postpaid
international roaming customers. These enhancements
aim to address key travel concerns and provide a
comprehensive and memorable international travel
experience for Vi customers.

To enhance digital wellbeing and customer safety,
your Company launched an AI/ML-powered spam
management solution that detects and filters
unsolicited and potentially harmful messages in
real-time. The system continuously adapts to evolving
spam patterns and also tags suspicious messages
as ‘Suspected Spam.' In parallel, it is strengthening
safeguards against spam voice calls and simplifying
spam complaint filing through our App. It also
proactively educates users on identifying phishing
attempts, reinforcing a secure and trusted mobile
experience.

As a part of Customer excellence drive, your Company
expanded its retail presence by opening more than
100 new flagship stores over the past six months to
focus on customer experience. This expansion brings
the total number of Vi flagship stores to over 500
nationwide, all directly operated by the Company in
metro and Tier 1 markets. Additionally, our overall
physical retail footprint now includes more than 2,500

Vi stores and Mini stores across 600 cities and towns.
Together, these stores employ more than 9,000
people directly and indirectly. These stores not only
enhance accessibility for customers in smaller towns
but also offer grassroot entrepreneurial opportunities
through Vi's franchise model. The Company supports
new partners with setup and operational guidance.
While a large share of our customer concerns is
resolved digitally through Vi App, we still serve over
50,000 customers daily across retail touchpoints. A
key component of its service model is the ‘Vi Priority'
counter, available in all flagship stores, which offers
fast-track service for senior citizens, expectant
mothers, and long-term customers. These customers
are assisted by the most experienced relationship
managers, with reduced wait times.

Alongside, your Company continues to aggressively
focus on digitalization of customer servicing as well
acquisition across all touch points. Your Company
now has digital acquisition across major cities in India,
for both prepaid and postpaid customers, including
same day doorstep delivery and digital KYC processes,
serviced through its dedicated delivery partners as well
as own stores.

These strategic initiatives reaffirm our commitment
to delivering customer-centric innovation, addressing
real-world needs, while elevating brand relevance,
category leadership and leading the way in enhancing
mobile connectivity and service experience.

3. Focus on Business Services and new fast
growing segments

With our endeavor to transition from a telecom operator
to a technology-driven enterprise solution provider,
Vi Business has been building a robust portfolio of
integrated digital services that address the evolving
needs of enterprises and thus drive innovation across
enterprise mobility, fixed-line connectivity, business
communication, messaging and IoT. Our foray into
high demand emergent businesses such as security,
cloud and colocation services is further expanding our
technology footprints.

Vi Business launched Vi RBM (Rich Business
Messaging) service in 2023 and became the 1st RBM
service provider in the country. Vi RBM is a technology
that enhances how businesses communicate with their
customers via rich, interactive messages which enables
delivery of videos, pdf. This messaging platform allows
businesses to send richer media, include interactive
elements, and engage in two-way conversations with
customers.

The Enterprise segment remains one of your Company's
key strengths, driven by longstanding relationships with
enterprise clients and the ability to leverage Vodafone
Group's extensive experience across global markets.
In line with the strategic vision of transforming from a
traditional Telco to a TechCo, your Company continues
to make strong progress by expanding its service
portfolio beyond core connectivity. This transformation
is gaining traction, with notable growth observed in
several non-mobility enterprise segments despite a
challenging environment. Collaborations with multiple
partners are further enhancing the relevance and value
of our offerings, enabling us to better meet the evolving
needs of enterprise customers.

Vi Business has been at the forefront of driving digital
transformation among India's MSMEs. Over the past
three years, we have engaged nearly 200,000 MSMEs
through the ‘Ready for Next' digital self-assessment
platform. This initiative empowers businesses to
evaluate their digital maturity across three key pillars:
Digital Customer, Digital Workspace, and Digital
Business. On World MSME Day, Vi Business launched
the ‘MSME Growth Insights Study 2.0'-India's largest
digital maturity research initiative, developed in
collaboration with Dun & Bradstreet. Spanning 16
industries, the study provides valuable insights into
the evolving MSME ecosystem, sector-specific digital
trends, and the broader digitalization roadmap.

To further support the digital journey of MSMEs, your
Company introduced the upgraded ‘Ready for Next'
tool 3.0, now available in both English and Hindi to
improve accessibility. Reinforcing regional outreach,
your Company also signed an MoU with the West
Bengal State Export Promotion Society to accelerate
the digital transformation of MSMEs in the state. This

partnership includes localized tools, training content
in Bengali, and extensive capacity-building workshops
to promote technology adoption.

Recognizing the critical importance of digital safety, Vi
Business is also investing in cybersecurity services to
help enterprises navigate a complex threat landscape.
Our cybersecurity suite offers proactive threat
monitoring, holistic protection for applications and
infrastructure, and expert-led, customized compliance
strategies-helping clients operate securely and with
confidence.

Your Company offers IoT and integrated IoT solutions
across smart mobility, smart infrastructure and smart
utility, and aims to strengthen its market leadership
in IoT connectivity across key sectors such as vehicle
tracking, utilities, point of sale and automotives. It
also seeks to drive category growth through research
and development initiatives around new IoT use cases,
offering dedicated IoT lab and consultation services.

Your Company also provides integrated end-to-end
customer solutions. By creating a multi-cloud
marketplace through a combination of own assets
and through strategic collaborations, it aims to offer
customers greater flexibility and choice in connection
with their preferred service providers. Your Company
is in the process of developing colocation and IaaS
(Infrastructure-as-a-Service) services to accelerate
digital transformation by simplifying and optimizing
IT infrastructure management for businesses.
Your Company aims to streamline mobile device
deployment, management, and security, and provide
cybersecurity solutions through Vi Secure.

4. Driving Partnerships and Digital Revenue
Streams

Your Company has entered into strategic collaborations
with content providers, entertainment providers and
e-commerce players. This network allows to combine
expertise and resources, creating a powerful ecosystem
that benefits all stakeholders, and enables your
Company to deliver a differentiated experience. Further,
the entertainment and media collaborations support
ARPU growth through the delivery of an enhanced user
experience. This enables your Company to combine its

core strengths in connectivity and digital solutions with
these collaborations, creating unique service offerings
that address specific customer needs.

During the year, Vi Movies & TV was relaunched in
a new avatar as a paid subscription service offering
multiple OTTs under one plan, specifically targeting
Smart TV consumers, who can get all their favourite
OTTs through one plan. Company has brought 17 OTT
partners onboard for this offering. Additionally, the
subscription also allows access to 350+ TV channels.
In order to offer a superlative viewing experience with
a convenience of discovering all the content from the
partner Apps, all new mobile Apps have been developed
for both Android & iOS as well as TV Apps for multiple
operating systems like Google TV, Samsung, Firestick
& LG.

Your Company recently enabled the Vi app to be used
for a recharge by all prepaid users when their daily data
gets over or even after their plan validity is over, to make
it easier for them to renew their prepaid mobile without
hunting for wifi / hot-spot or go into the market to a
shop to buy one. It has also enabled UPI autopay for all
prepaid recharges to make it convenient for consumers
and not let their services get disrupted, in case they
missed the expiry date. It is through initiatives like
these, helping us grow our engagement on Vi App
and are also showing in improving customer ratings.
Vi App is now rated best-in-class amongst all telcos
on Playstore.

Your Company has thus been making significant
progress on various strategic initiatives and continues
to strive towards transforming from a pure play mobile
operator to a truly integrated digital service provider.
Your Company is thus committed to delivering
best-in-class services to their subscribers and bridging
the digital divide that separates urban from rural.

On the back of these strategic initiatives, your
Company reported annual revenue and EBITDA
(pre-IndAS 116) growth for the third consecutive year
on the back of consistently improving performance
for the last several quarters despite significantly lower
investments vs competition; clearly reflecting its ability
to execute and compete effectively in this market. Your
Company reported 14 quarters of sequential growth

in ARPU. Further, out of 3 private mobile operators
your Company's share of gross ads is higher than
its Customer Market Share showing that it is able to
attract customers to its network. All of this is possible
as your Company is following its strategy and remains
focused on providing great data and voice experience
and is building a differentiated digital experience adding
several digital offerings.

During the year, your Company marked an important
milestone in April 2024, by raising ' 180 Bn through
Further Public Offer (‘FPO'), the largest FPO in the
country in 2024. The overwhelming success of this
FPO is testimony to the confidence and trust that has
been reposed in your Company by each and every one
of its investors who have rallied behind the Company
in large numbers leading to the issue being subscribed
almost 7 times.

In addition to FPO,

•    Aditya Birla Group - Promoter group entity
contributed ' 20.8 Bn through preferential
issuance of Equity Shares at an issue price of
' 14.87 per Equity Shares.

•    The Company did preferential allotment for an
aggregate consideration of ' 24.6 Bn at an issue
price of ' 14.80 per share to Nokia Solutions and
Networks India Private Limited and Ericsson India
Private Limited.

•    Vodafone Group Plc. - Promoter group entity
contributed ' 19.8 Bn through preferential
issuance of Equity Shares at an issue price of
' 11.28 per Equity Shares.

In line with the Telecom Reforms Package of 2021 and
continuous dialogue with the Government of India (GOI)
and the DoT for conversion of spectrum auction dues of
' 369.5 Bn into Equity Shares, an order was received by
the Company to issue and allot 36.95 Bn Equity Shares at
an issue price of ' 10/- each. With this, GoI shareholding
increased from 22.6% to 48.99% whilst the Promoter
shareholding stood at 25.6%. The promoters continue to
have operational control of the Company.

Considering all above, your Company has successfully issued
equity of ~ ' 614 Bn in Financial Year 2024-25.

FINANCIAL RESULTS AND SUMMARY

The financial statements of the Company have been prepared
in accordance with the Indian Accounting Standards (Ind AS)
notified under section 133 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014.

The standalone and consolidated financial highlights of your
Company for the Financial Year ended March 31, 2025 are
summarised as follows:

Particulars

Standalone

Consolidated

 

2024-25

2023-24

2024-25

2023-24

Income from sale of goods

430,450

422,454

434,557

425,727

and services

       

Other Operating Income

1,123

757

1,156

790

Other Income

10,259

614

10,206

1,132

Total Income

441,832

423,825

445,919

427,649

Expenses

258,261

258,009

254,447

255,257

EBITDA

183,571

165,816

191,472

172,392

Depreciation and

214,112

219,883

219,732

226,335

Amortisation

       

EBIT

(30,541)

(54,067)

(28,260)

(53,943)

Finance Cost

245,301

257,630

245,434

257,655

EBT

(275,842)

(311,697)

(273,694)

(311,598)

Exceptional Items (Net)

1,421

7,555

-

7,555

Share of JV/Associates

-

-

18

(55)

Profit /(Loss) Before Tax

(274,421)

(304,142)

(273,676)

(304,098)

Taxes

-

8,220

158

8286

Profit/(Loss) after Tax

(274,421)

(312,362)

(273,834)

(312,384)

Standalone revenue of your Company stood at ' 431,573
Mn, an increase of 1.98% over previous year. The EBITDA
stood at ' 183,571 Mn, registering an increase of 10.71%
over the previous year. The Loss after tax of the Company
for the Financial Year 2024-25 stood at ' 274,421 Mn vis¬
a-vis ' 312,362 Mn for the previous year.

On a consolidated basis, the revenue of your Company stood
at ' 435,713 Mn, an increase of 2.16% over the previous year.
The EBITDA stood at ' 191,472 Mn registering an increase
of 11.07% over the previous year. The loss after tax of the
Company stood at ' 273,834 Mn for Financial Year 2024-25
vis-a-vis ' 312,384 Mn for the previous year.

Discussions on consolidated financial results

Revenue: For the Financial Year ending March 31, 2025,
the Company recorded a revenue from operations of

' 435,713 Mn, reflecting an increase of ' 9,196 Mn over
' 426,517 Mn reported for the year ended March 31, 2024,
primarily due to tariff hike.

Other income comprising of interest income, gain on
investments in mutual funds, Profit on sale of equity
instruments, and others, increased by ' 9,074 Mn from
' 1,132 Mn for the Financial Year ended March 31, 2024 to
' 10,206 Mn for the Financial Year ended March 31, 2025.
The increase was primarily due to increase in interest income
by ' 9,270 Mn.

Operating expenses: Total operating expenditure
decreased by ' 810 Mn from ' 255,257 Mn for the Financial
Year ended March 31, 2024 to ' 254,447 Mn for the Financial
Year ended March 31, 2025

Cost of trading goods: Cost of trading goods
decreased by ' 139 Mn from ' 156 Mn for the year ended
March 31, 2024 to ' 17 Mn for the year ended March 31, 2025
primarily due to a decrease in volume of data cards sold
during the year.

Employee benefit expenses: Employee benefit expenses
increased by '1,085 Mn from ' 21,224 Mn for the Financial
Year ended March 31, 2024 to ' 22,309 Mn for the Financial
Year ended March 31, 2025, primarily due to increments in
salary during the year.

Network expense and IT outsourcing cost: Network
expense and IT outsourcing cost decreased by ' 3,713 Mn
from ' 98,104 Mn for the year ended March 31, 2024 to
' 94,391 Mn for the year ended March 31, 2025 primarily due
to decrease in repairs and maintenance - plant and machinery
expenses, power and fuel expenses, IT outsourcing cost &
lease line and connectivity charges.

License fees and spectrum usage charges: License fees
and spectrum usage charges increased by ' 236 Mn from
' 36,726 Mn for the Financial Year ended March 31, 2024 to
' 36,962 Mn, for the Financial Year ended March 31, 2025.

Roaming and access charges: Roaming and access
charges increased by ' 4,797 Mn from ' 41,177 Mn for the
Financial Year ended March 31, 2024 to ' 45,974 Mn for the
Financial Year ended March 31, 2025, primarily on account
of increase in termination charges and roaming charges.

Subscriber acquisition and servicing expenditure:

Subscriber acquisition and servicing expenditure, decreased
by ' 1,883 Mn from ' 42,806 Mn for the Financial Year ended

March 31, 2024 to ' 40,923 Mn for the Financial Year ended
March 31, 2025 primarily on account of decrease in Cost
of sim and Collection, telecalling and servicing expenses.

Advertisement, business promotion expenditure
and content cost: 
Advertisement, business promotion
expenditure and content cost decreased by ' 647 Mn from
' 5,647 Mn for the Financial Year ended March 31, 2024 to
' 5,000 Mn for the Financial Year ended March 31, 2025
primarily due to a decrease in content cost.

Other expenses: Other expenses decreased by ' 546 Mn
from ' 9,417 Mn for the Financial Year ended March 31,

2024    to ' 8,871 Mn for the Financial Year ended March 31,

2025    primarily due to lower Bad debts.

The composition of total operating expenses (amount and
percentage to total operating expenses) are as follows:

Earning before finance costs, depreciation,
amortisation, exceptional items and taxes (EBITDA):

The EBITDA has increased by ' 19,080 Mn from
' 172,392 Mn for the Financial Year ended March 31, 2024 to
' 191,472 Mn for the Financial Year ended March 31, 2025.
EBITDA as a percentage of Total Income increased to 42.94%
for the Financial Year ended March 31, 2025, compared to
40.31% for the Financial Year ended March 31, 2024.

Depreciation, amortisation and finance costs: The

depreciation charge for the year has decreased by ' 4,778
Mn from ' 138,715 Mn for the Financial Year ended March
31, 2024 to ' 133,937 Mn for the Financial Year ended
March 31, 2025. The amortisation charge for the year has
decreased by ' 1,825 Mn from ' 87,620 Mn for the Financial
Year ended March 31, 2024 to ' 85,795 Mn for the Financial
Year ended March 31, 2025.

Finance Cost for Financial Year ended March 31, 2025
decreased by ' 12,221 Mn from ' 257,655 Mn for the
Financial Year ended March 31, 2024 to ' 245,434 Mn for
the Financial Year ended March 31, 2025, due to decrease
in interest on fixed period loan and certain reversals in other
interest charges offset by increase in interest on Deferred
payment obligation towards spectrum & AGR dues.

Profits and taxes: The loss before tax for the Financial Year
ended March 31, 2025 stood at ' 273,676 Mn as compared
to a loss of ' 304,098 Mn for the Financial Year ended
March 31, 2024. The loss after tax for the Financial Year ended
March 31, 2025 stood at ' 273,834 Mn as compared to a loss of
' 312,384 Mn for the Financial Year ended March 31, 2024.

Capital expenditure: During the Financial Year 2024-25,
capital expenditure (including capital advances and excluding
RoU assets and spectrum) incurred was ' 94,103 Mn.
In addition ' 3,976 Mn was incurred towards bandwidth and
' 34,967 Mn towards spectrum acquisition.

Balance sheet:

•    The gross and net block of property, plant and
equipment and intangible assets (including capital work
in progress and intangible assets under development)
stood at ' 3,456,635 Mn and ' 1,595,318 Mn
respectively.

•    Non-current and current financial assets increased by
' 103,382 Mn from ' 98,848 Mn to ' 202,230 Mn
primarily due to increase in fixed deposits with banks
including margin money.

•    Other assets (non-current and current) increased by
' 13,646 Mn from ' 167,356 Mn to ' 181,002 Mn
primarily due to increase in GST recoverable and capital
advances.

•    The paid-up Equity Share Capital of the Company
increased by ' 212,732 Mn during the year due to:

a.    Issuance of 16,363,636,363 Equity Shares of
face value of ' 10/- each per Equity Share through
FPO

b.    Issuance of 160,000,000 Equity Shares of face
value of ' 10/- each per Equity Share pursuant to
conversion of Optionally Convertible Debentures
(OCDs)

c.    Issuance of 4,749,456,199 Equity Shares of face
value of ' 10/- each per Equity Share through
preferential allotment and

d.    Issuance of 122,064 Equity Shares of face value
of ' 10/- per Equity Share under Employee Stock
Option Scheme (ESOS).

> Other Equity:

The Company's Other Equity improved from

' (1,542,866) Mn as of March 31, 2024, to

' (1,417,132) Mn as of March 31, 2025. This movement

is attributable to:

a.    Conversion of Government of India loan amounting
to ' 369,500 Mn, disclosed as share application
amount pending allotment.

b.    An increase in securities premium of ' 30,240
Mn, arising from the FPO and Preferential Issue.

c.    Loss for the year amounting to ' (273,834)
Mn and Other Comprehensive loss for the year
amounting to ' (172) Mn.

•    As on March 31, 2025, the total equity stood at
' (703,202) Mn as compared to the total equity
of ' (1,041,668) Mn for the Financial Year ended
March 31, 2024.

•    Long term and short-term borrowings decreased
by ' 113,336 Mn and stood at ' 1,962,962 Mn as
on March 31, 2025 primarily due to conversion of
deferred payment obligation liability into equity
shares and disclosed as share application amount
pending allotment, repayment of bank loans and
conversion of OCDs into Equity Shares which is
offset by annual interest accreted on spectrum
and AGR obligation.

•    Non-current and other current financial liabilities
decreased by ' 97,963 Mn and stood at
' 626,260 Mn for the Financial Year ended
March 31, 2025 primarily due to decrease in
interest accrued but not due, trade payables and
payables for capital expenditure.

•    Non-current and other current liabilities and
provisions increased by ' 1,359 Mn and stood at
' 92,479 Mn for the Financial Year ended

March 31, 2025 mainly due to increase in deferred
revenue and advance from customer and taxes,
regulatory, statutory liabilities offset by reduction
in current tax liability.

Cash Flow Statement: The cash generated from
operations of ' 92,906 Mn, issue of share capital through
FPO (net of share issue expenses of ' 3,041 Mn) of ' 176,959
Mn, issue of share capital through preferential allotment
(net of share issue expenses of ' 18 Mn) of ' 64,412 Mn,
proceeds from borrowings of ' 10,000 Mn, interest received of
' 4,523 Mn and other cash inflows of ' 229 Mn which was
primarily used for repayment of ' 160,003 Mn towards lease
liabilities and borrowings, payment of ' 20,902 Mn towards
interest and finance charges, payment of ' 98,353 Mn
towards capital expenditure (net of sale proceeds), payment
of ' 5,037 Mn towards deferred payment obligation towards
spectrum, upfront payment of ' 3,315 Mn towards spectrum
and placement of fixed deposits with banks having maturity
of 3-12 months of ' 60,529 Mn. Consequently, cash and
cash equivalents as at March 31, 2025 stood at ' 2,568 Mn.

Significant Changes in Key Financial Ratios Based
on Standalone Financials

The key financial ratios are as under:

Particulars

2024-25

2023-24

Debtors Turnover Ratio (number of

17

18

days)(1)

   

Current Ratio(2)

0.82

0.34

Debt Equity Ratio(3)

(2.81)

(2.01)

Debt Service Coverage Ratio (‘DSCR')(4)

0.38

0.24

Interest Service Coverage Ratio (‘ISCR')(5)

0.41

0.30

Operating Profit Margin (%)(6)

-9%

-13%

Net Profit Margin (%)(7)

-64%

-74%

Return on Net Worth (%)(8)

NA

NA

1    Debtors turnover ratio (number of days) = [(Average trade
receivables)/(Revenue from operations)*Number of days during
the year]

2    Current ratio = Current asset/ Current liabilities (excluding short
term borrowings)

3    Debt equity ratio = Debt (excluding interest accrued but not
due)/ Equity

4    DSCR =[Profit/(loss) before exceptional items and tax +
Depreciation & amortisation expenses (excluding depreciation
on ROU assets) + Finance costs (excluding fair value gains/
losses on derivatives and interest on lease liabilities)] /[Finance

costs (excluding fair value gains/losses on derivatives and
interest on lease liabilities) + Interest capitalised + Scheduled
long term principal repayments (excluding prepayments)]

5    ISCR = [Profit/(loss) before exceptional items and tax +
Depreciation & amortisation expenses (excluding depreciation
on ROU assets) + Finance costs (excluding fair value gains/
losses on derivatives and interest on lease liabilities)] /[Finance
costs (excluding fair value gains/losses on derivatives and
interest on lease liabilities) + Interest capitalised]

6    Operating margin (%) = [Profit/(loss) before exceptional items
and tax + Finance costs - Other income] / Revenue from
operations

7    Net profit margin (%) = Net profit/(loss) after tax /Revenue from
operations

8    Not computed due to negative Net-worth as on March 31, 2025
and March 31, 2024.

DIVIDEND

As your Company has incurred net loss during the Financial
Year 2024-25, your Directors have not recommended any
dividend for the year.

TRANSFER TO RESERVES

During the Financial Year under review, the Board has not
proposed to transfer any amount to Reserves.

CHANGES IN SHARE CAPITAL
Further Public Offering

During the year, your Company successfully completed Further
Public Offering (“FPO") of Equity Shares aggregating to
' 180 Bn, which was the largest FPO in India. Pursuant
to the said FPO, on April 23, 2024 your Company issued
and allotted 16,36,36,36,363 Equity Shares of face value
' 10/- each at an Offer price of ' 11/- per Equity.

Preferential Issues

During the Financial Year under review, the following
preferential issues were undertaken:

(a)    In May 2024, your Company raised ' 20,750 Mn
by issuing 1,39,54,27,034 Equity Shares to Oriana
Investments Pte. Ltd. a Promoter Group Company on
preferential basis at an issue price of ' 14.87 per Equity
Share.

(b)    In July 2024, your Company raised ' 24,580 Mn
by issuing 1,02,70,27,024 Equity Shares to Nokia
Solutions and Networks India Private Limited and
63,37,83,780 Equity Shares to Ericsson India Private

Limited, vendors of the Company on preferential basis
at an issue price of ' 14.80 per Equity Share.

(c) In January 2025, your Company raised ' 19,100 Mn
by issuing 1,08,45,94,607 Equity Shares to Omega
Telecom Holdings Private Limited and 60,86,23,754
Equity Shares to Usha Martin Telematics Limited,
promoters of the Company on preferential basis at an
issue price of ' 11.28 per Equity Share.

Conversion of OCDs into Equity Shares

During the year under review, pursuant to the exercise of the
option attached to the Optionally Convertible Debentures
(OCDs) by the OCD Holder(s), issued by the Company in the
Financial Year 2022-23, your Company in July 2024, allotted
16,00,00,000 Equity Shares of face value of ' 10/- each
against the conversion of balance 1,600 OCDs. With the
said conversion, all outstanding OCDs stand converted into
Equity Shares and there are no outstanding OCDs as at the
end of the Financial Year.

Allotment under Employee Stock Option Scheme (ESOS)

In July 2024, your Company issued and allotted 122,064
Equity Shares of ' 10/- each, to the RSU grantees (employees
/ Directors) pursuant to the exercise of Restricted Stock
Units (RSU's) by the eligible employees / Directors under
the Employee Stock Option Scheme, 2013 (ESOS-2013).

Allotment of Equity Shares to Government of India

During the Financial Year, the Ministry of Communications,
Government of India in line with the Reforms and Support
Package for Telecom Sector announced in September 2021
and in response to the Company's request, issued an Order
under Section 62(4) of the Companies Act, 2013 dated
29 March 2025, for conversion of Deferred Payment
obligations towards spectrum auction dues, including
deferred dues repayable after expiry of the moratorium
period, aggregating to ' 369,500 Mn into 36,95,00,00,000
Equity Shares of the face value of ' 10/- each at an issue
price of ' 10/- each. In compliance with Section 62(4) of
the Companies Act, 2013, the Board of Directors of your
Company has allotted 36,95,00,00,000 Equity Shares at an
issue price of ' 10/- each on April 8, 2025 to the Department
of Investment and Public Asset Management, Government
of India (acting through President of India). As at March
31, 2025, the Company has derecognized an amount of

' 369,500 Mn out of deferred payment obligation towards
spectrum, and has disclosed the same as “Share application
amount pending allotment" under Other Equity.

Authorised Share Capital

During the year under review, pursuant to the approval
granted by the shareholders at the Extra-ordinary General
Meeting held on May 8, 2024, the Authorised Share Capital of
the Company stands increased from ' 750,000 Mn (divided
into ' 700,000 Mn Equity Share Capital and ' 50,000 Mn
preference share capital) to ' 1,000,000 Mn (divided into
' 950,000 Mn Equity Share Capital and ' 50,000 Mn
preference share capital).

Further, consequent to the Order dated March 29,
2025 issued by the Government of India, Ministry of
Communications, under section 62(4) of the Companies
Act, 2013 directing for conversion of Deferred Payment
obligations towards spectrum auction dues amounting to
' 369,500 Mn into 36,950 Mn Equity Shares, the Authorised
Share Capital of the Company, stands increased by
' 3,69,50,00,00,000 consisting of 36,95,00,00,000 Equity
Shares of ' 10/- each, in accordance with Section 62(6) of
the Companies Act, 2013.

Accordingly, as of March 31, 2025, the Authorized share
capital of the Company stands increased from ' 1,000,000
Mn to ' 1,369,500 Mn.

Paid-up Share Capital

Consequent to the aforesaid issuances as mentioned above,
the issued, subscribed and paid-up Equity Share Capital as
at end of March 31, 2025 stands at ' 7,13,93,03,50,010/-
comprising of 71,39,30,35,001 Equity Shares of the face
value of ' 10/- each.

Further, post allotment of Equity Shares to Government of
India on April 8, 2025, the issued, subscribed and paid-up
Equity Share Capital as of date of this report stands at
' 10,83,43,03,50,010/- comprising of 1,08,34,30,35,001
Equity Shares of the face value of ' 10/- each.

CASH, DEBT AND GOI OBLIGATION

As at March 31, 2025, on a standalone basis, the Company
had cash and cash equivalents of ' 2,185 Mn and Fixed
Deposits with banks having maturity of 3 to 12 months of
' 60,531 Mn (mainly FPO proceeds), the total debt from

inter-company loan stood at ' 1,142 Mn and the payment
obligations to the Government stood at ' 1,939,702 Mn
(comprising deferred spectrum payment obligations of
' 1,180,250 Mn and AGR liability of ' 759,452 Mn).

As at March 31, 2025, on a consolidated basis, the Company
had cash and cash equivalents of ' 2,568 Mn and Fixed
Deposits with banks having maturity of 3 to 12 months of
' 60,533 Mn (mainly FPO proceeds), the total debt from
banks and financial institutions stood at ' 23,260 Mn
and the payment obligations to the Government stood at
' 1,939,702 Mn (comprising deferred spectrum payment
obligations of ' 1,180,250 Mn and AGR liability of ' 759,452 Mn).

All scheduled loan repayments were made on respective
due dates.

CREDIT RATING

As on March 31, 2025, the rating of Long Term Bank Facilities
is CARE BB+ (Stable) and Short Term Bank Facilities is
CARE A4+.

Considering favorable developments, the credit rating of
the Long Term Bank Facilities stands upgraded to CARE
BBB- (Stable) and Short Term Bank Facilities to CARE A3,
as of date of this report.

Further, for certain Long Term Bank Facilities, in April 2025
ICRA has assigned the rating of ICRA BBB- (Stable).

CAPITAL EXPENDITURE

On a standalone basis, for the Financial Year 2024-25,
capital expenditure (including capital advances and excluding
RoU assets and spectrum) incurred was ' 89,927 Mn. In
addition, ' 3,976 Mn was incurred towards bandwidth and
' 34,967 Mn towards spectrum acquisition.

On a consolidated basis, for the Financial Year 2024-25,
capital expenditure (including capital advances and excluding
RoU assets and spectrum) incurred was ' 94,103 Mn. In
addition ' 3,976 Mn was incurred towards bandwidth and
' 34,967 Mn towards spectrum acquisition.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and, as
such, no amount of principal or interest was outstanding,
as on the date of the Balance Sheet.

SIGNIFICANT DEVELOPMENTS
• AGR Matter

The Hon'ble Supreme Court had upheld the view
considered by Department of Telecommunications
(“DoT”) in respect of the definition of Adjusted Gross
Revenue (“AGR”) (“AGR Judgment”) and confirmed
the principal demand, levy of interest, penalty
and interest on penalty resulting in significant
financial implications on the Company. The Hon'ble
Supreme Court also had vide its final order dated
September 1, 2020, inter-alia directed that telecom
operators shall after making payment of the first
instance, make payment of 10% of the total dues
as demanded by the DoT by March 31, 2021 and
shall thereafter make payment in ten installments
commencing from April 1, 2021 to March 31, 2031
payable by 31st March of every succeeding Financial
Year.

The Union Cabinet on September 15, 2021 announced
major structural and process reforms in the telecom
sector (“Telecom Relief Package 2021”) and approved
deferment up to four years for AGR dues and spectrum
auction instalments payable from October 1, 2021 to
September 30, 2025 excluding the instalments due
for spectrum auction conducted post 2021, without
any change in the overall tenure. On October 14, 2021,
DoT issued the required notification giving an option
for moratorium of Spectrum installments and AGR
dues. The Company conveyed its acceptance for the
deferment of Spectrum auction installmenlts and AGR
dues by a period of four years. Resultantly, the next
AGR instalment of ' 164,280 Mn is due on March 31,
2026.

During the year, the Company's Review Petition and a
Curative Petition filed before the Hon'ble Supreme Court
in FY22 and FY24 respectively have been dismissed.

Subsequently, in April 2025, the Company represented
to DoT seeking certain relief on the AGR matter.
Post disposal of the representation, the Company
had filed a Writ Petition on May 13, 2025 seeking
appropriate relief/direction in the matter before the
Hon'ble Supreme Court, which was dismissed on
May 19, 2025. In the Company's view, this dismissal
does not preclude it from further engaging with the

Government of India based on its foreseeable cashflows
for arriving at an appropriate solution on the AGR
matter before the next instalment date.

As at March 31, 2025, the net liability towards the AGR
judgment amounting to ' 759,452 Mn (net of payment
and conversion) of which ' 655,927 Mn is disclosed
as Deferred Payment Obligation (DPO) under long
term borrowings and the balance of ' 103,525 Mn as
short-term borrowings in the financial statements.

• Issue of Equity Shares to Government of India

The Telecom Reforms Package of 2021 provided for
deferment of AGR dues which are payable in annual
instalments as determined by the Hon'ble Supreme
Court for up to four years without any change in
the instalment period and deferment of spectrum
auction instalments payable from October 1, 2021 to
September 30, 2025 excluding the installments due for
spectrum auction conducted in 2021. It also provided
upfront conversion on any of the interest amount
arising due to such deferment into equity on an Net
Present Value (NPV) basis. The Company had conveyed
its acceptance for the deferment of Spectrum Auction
installments and AGR Dues by a period of four years
and on January 10, 2022 conveyed its acceptance for
conversion of such interest on the deferred instalments
related to deferred annual spectrum liabilities and
AGR dues into shares in the Company. The DoT, on
February 3, 2023, issued an Order under Section 62(4)
of the Companies Act, 2013 (“the Act”), directing the
Company to issue equity shares against the loan of
' 161,332 Mn representing NPV as at the date of
exercise of option i.e. January 10, 2022. On February
7, 2023, the Company's Board approved allotment of
shares to the Government of India (‘GoI').

In line with the Telecom Reforms Package of 2021 and
in response to the Company's request, DoT issued an
Order under Section 62(4) of the Companies Act, 2013
on March 29, 2025, to convert certain spectrum auction
dues which were due after moratorium in FY26, FY27
and FY28, amounting to ' 369,500 Mn (“Outstanding
Spectrum Auction Dues”), into equity shares of the
Company. Accordingly, the Company has discharged
the aforesaid Outstanding Spectrum Auction Dues
aggregating to ' 369,500 Mn on a present value basis,
by issuing 36,950,000,000 Equity Shares at an issue

price of ' 10/- each on April 8, 2025. As at March 31,
2025, the Company has derecognised an amount of
' 369,500 Mn out of Deferred payment obligation
towards spectrum (including related interest accrued
thereon), and has disclosed the same as “Share
application amount pending allotment" under Other
Equity. Pursuant to the above, the GoI shareholding
stands at 48.99% and the promoter shareholding
stands at 25.57%. However, there is no change in the
governance rights of your Company and the same
remains with the Promoters.

•    Spectrum Auction

In June 2024, your Company acquired 50 MHz of
spectrum across low band and mid band spectrum (900
MHz, 1800 MHz and 2500 MHz) in 11 circles at a total
commitment of ' 3,510 Crore, at the spectrum auction
conducted by the Department of Telecommunications
(DoT). In addition to renewal of 900 MHz spectrum in
Uttar Pradesh (West) and West Bengal circles, your
Company has also enhanced its 900 MHz spectrum
holding in 7 circles, namely Andhra Pradesh, Tamil
Nadu, Karnataka, Punjab, Rajasthan, Uttar Pradesh
(East) and Kolkata, enabling it to dedicate adequate
900 MHz band spectrum for 4G thereby enhancing the
experience of its 4G customers in these large markets,
particularly the indoor experience. In circles of Andhra
Pradesh, Tamil Nadu (excluding Chennai), Punjab and
large parts of Karnataka and Uttar Pradesh (East), 4G
on sub GHz 900 band will be offered for the first time
which will result in better coverage and experience.
In addition to 900 MHz spectrum, your Company has
also acquired 1800 MHz spectrum in Madhya Pradesh
and 2500 MHz spectrum in Bihar, which will help in
increasing the network capacity. Your Company already
holds sufficient and competitive 5G spectrum in its 17
priority circles.

•    Bank Guarantee Waiver

In December 2024, under the Telecom Reforms
Package 2021, the Department of Telecommunications
(DoT) dispensed with the industry's requirement of
submission of Financial Bank Guarantees (BG) for the
Spectrum acquired in Spectrum Auction held in 2012,
2014, 2015, 2016 and 2021, subject to certain terms
and conditions. Prior to this reform, BGs aggregating
to ' 24,800 Crore were required to be provided by

your Company against each spectrum instalment, 13
months prior to the installment falling due for the
above auctions. As per your Company's understanding
of the terms and conditions, out of all the 5 auctions
mentioned above, no BGs will be required to be
provided by your Company for the 2012, 2014, 2015,
2016 and 2021 auctions. However, there was a
one-time partial shortfall only for the 2015 auction,
where the NPV was calculated as ' 6000 crore (by
way of BG) or ' 5500 crore (by way of upfront cash
payment), as conveyed by the DoT. This amount was
later adjusted in the process of conversion of spectrum
dues into equity stake held in April 2025. This step of
BG waiver is a clear indication of the Government's
continued support to the private players of the Indian
telecom industry.

• One Time Spectrum Charge Matter

In respect of levy of One Time Spectrum Charge
(‘OTSC'), the DoT has raised demand on the Company
and erstwhile Vodafone India Limited (VInl) and
Vodafone Mobile Services Limited (VMSL) in January
2013 for spectrum beyond 6.2 MHz in respective
service areas for retrospective period from July 1, 2008
to December 31, 2012 and for spectrum held beyond
4.4 MHz in respective service areas effective January
1, 2013 till expiry of the period as per respective
licenses. In the opinion of the Company, the above
demand amounts to alteration of financial terms of
the licenses issued in the past and therefore the
Company filed a petition in the Hon'ble High Court of
Bombay, which vide its Order dated January 28, 2013,
had directed the DoT to respond and not to take any
coercive action until the next date of hearing. Similarly
erstwhile VInl and VMSL had filed a petition before the
Hon'ble Tribunal Telecom Disputes Settlement and
Appellate Tribunal (TDSAT) which vide its Order dated
July 4, 2019 held that for spectrum below 6.2 MHz,
OTSC is not chargeable and accordingly demand is
set aside. For spectrum beyond 6.2 MHz, if spectrum
is allotted after July 1, 2008, OTSC shall be levied
from the date of allotment of such spectrum and if
spectrum is allotted before July 1, 2008, OTSC shall
be levied from January 1, 2013 till the date of expiry
of licenses and ordered DoT to issue revised demands,
if any, as per terms of direction given. The Company's

appeal before the Hon'ble Supreme Court for levy of
OTSC beyond 6.2 MHz, though initially dismissed,
was reinstated following a review petition filed in this
regard. The DoT has also preferred an appeal against
the TDSAT judgement for levy of OTSC on spectrum
below 6.2 MHz. The matter is currently pending before
the Hon'ble Supreme Court.

    5G Launch

In March 2025, your Company launched 5G services
in Mumbai, Maharashtra. As per initial reports, in the
areas where Vi 5G is live, over 70% of eligible users
are experiencing Vi 5G. Subsequently, 5G services
were launched in Patna and Chandigarh in April 2025,
followed by launch in Delhi, with plans to launch in
other cities in FY26. As part of its introductory offer,
your Company's users can enjoy unlimited 5G data on
plans starting from ' 299 and experience 5G speed for
various use cases like streaming, gaming, conferencing,
fast downloads, and real-time cloud access.

REGULATORY DEVELOPMENTS

•    Revised Quality of Service (QoS) Regulations: On

August 2, 2024, the Telecom Regulatory Authority of
India (TRAI) issued the revised QoS Regulations. These
Regulations that came into effect from October 1, 2024
further tightened the norms of QoS Performance and
Reporting. The key norms include assessments going
monthly (from quarterly), strict norms for call drops,
coverage maps on TSP websites, soft penalties for
network outage in a district for more than 4 hours etc.

    The Telecommunications Act, 2023: On December
24, 2023, the Telecommunications Act 2023 was
published. Since then, several Rules have been
published under the Act, providing an implementing
framework for the enactment of the several provisions
of the Act. Most notably, the Rules have been published
on:

-    Right of Way Rules

-    Digital Bharat Nidhi Rules (erstwhile USOF)

-    Cyber Security Rules

-    Critical Telecom Infrastructure Rules

-    Temporary Suspension of Services Rules

-    Procedures and Safeguards for Lawful Interception

of Messages Rules

Your Company actively contributed to the consultations
undertaken by the Government on the Rules and looks
forward to their effective implementation.

    E-band Spectrum Allocation: On January 28, 2025,
the Company was allocated (on its application) E-band
Spectrum in Delhi, Mumbai and Bihar for 1 carrier in
each LSA necessary for expansion of 5G network.

    Amendment to Telecom Commercial
Communications Customer Preference
Regulations, 2018 (TCCCPR): 
On February 12,
2025, the Telecom Regulatory Authority of India
(TRAI) notified an amendment to the TCCCPR, 2018.
As per the amendment, TSPs are required to accept
complaints against spam after up to a week of
receiving such calls, act on unregistered telemarketers
faster (within five days), and impose lower tolerance
thresholds for reported spammers.

These Regulations are in addition to your Company's
significant initiatives to address unsolicited commercial
communications (UCC) and protect consumers
from fraud. These measures include implementing
140XX and 1600XX telemarketing numbers and
integrating them with Distributed Ledger Technology
(DLT) platform, developing a robust system to
block invalid International Long-Distance Operator
Codes, introducing URL whitelisting, ensuring
linking a business (Principal Entity) with the specific
telemarketers they authorize to send messages on
their behalf for traceability and accountability in
SMS communication and leveraging technologies
such as AI and ML to identify and prevent spam in
real-time. However, with TSPs taking measures to control
spam, the industry is of the view that a collaborative
effort is required, including the need of measures by
the OTT communication platforms, which also offer
communication services to citizens of the country.

    Digital Personal Data Protection Act, 2023:

In January 2025, the Ministry of Electronics and
Information Technology (MeitY) published the draft

Rules, under the Digital Personal Data Protection Act
2023, for public consultation. Industry discussions
continue to ensure that the Rules protect personal
data, while ensuring seamless compliance.

MARKETING AND OTHER INITIATIVES

Your Company has elevated both product and marketing

differentiation to new heights, offering unique products and

services. Some of these are:

•    Vi Business launched Easy+, an industry - first,
innovative proposition on corporate postpaid plans,
offering customers an option to select and directly
purchase services like International roaming, OTT
subscriptions and data packs for their personal use
on their existing corporate plans. This service can be
availed by downloading the Vi App.

•    Personal cloud storage was another laudable feature
launched in Vi Business Plus postpaid corporate plans,
thus strengthening the overall product portfolio.

•    Vi Business has launched Vi Business Assist, the
transformative self-service platform that empowers
businesses to streamline their telecom operations. The
platform offers a range of features, including unified
access to both Enterprise Mobility and Fixed Line
services, comprehensive account management tools,
simplified billing and payment options, and a mobile-
optimized design to ensure a seamless experience.

•    For our discerning audience, your Company partnered
with renowned and sought-after personalities like
Dinesh Karthik and Kalki Koechlin to create an aura
around the premium products. These collaborations
helped us connect with the target audience effectively
and reinforced the aspirational appeal of the postpaid
offerings.

•    As part of Vi Business's thought leadership forum, a
two-episode TV series of Vi TeeWalk Executive Turf
Season 2 was telecast on CNBC TV18 with top industry
leaders and policymakers exploring key developments
on the critical topics of Artificial Intelligence and
Cybersecurity that are shaping the future of India Inc.

•    Vi Movies and TV - Enhancing the connected TV
portfolio, we introduced a new Vi MTV 175 pack,
combining data benefits with seamless access to high-
quality digital entertainment.

Big Data, Advanced Analytics (Artificial Intelligence
& Data Science) and Business Intelligence Edge

India's Telecom Sector serves over 1.1 Billion users and
with one of the world's most advanced and widely covered
broadband networks. This access to communication and
technology to every Indian is fueling an explosion of data
usage, content, digital payments and a plethora of digital
services that are touching and improving the lives of every
Indian. For the telecom sector that serves literally the entire
population across all segments and geographies, a nuanced
understanding of all macro and micro factors at play is
critical to effectively servicing the audience, because after
all, the diversity in India is unmatched.

With the extent of India's geographic, economic, linguistic,
cultural, occupational and behavioral diversity, your Company
realized effectively cutting through this audience and
successfully serving them will require the use of precise
and large-scale self-learning predictive AI/ML models that
can curate the offerings basis the unique needs of each
segment and microcosm.

Sensing this opportunity, your Company was one of the first
telcos in India to launch its own Big Data and advanced AI/
ML based cloud data analytics platform on AWS Cloud with
a goal to establish a fast, scalable and cost-efficient model
of servicing its vast customer base and drive business
growth through precision marketing and customer-oriented
service model.

Today, your Company hosts a state-of-the-art data science
practice in house which leverages an advanced data lake
and business intelligence platforms that's seamlessly
mated with AWS processing magnanimous volumes of data
everyday. These massive data points are utilized by in-house
AI/ML models to build recommendation engines, predict
Churn, customer upgrades, cross selling opportunities and
other such predictive engines that allows us to effectively
segment and target the customers with curated offerings
best suited to their needs, usage, paying capacity and
consumer behavior.

The AI/ML engines are further strengthened with an
advanced MarTech suite that can effectively map the
customers Telco usage and behavioral patterns along with
footprints from customer touchpoints and journeys across
the brand app, website and other 3rd Party platforms and

wallets. This system helps us trigger precise, curated and
real time alerts recommending their next recharge, plan, data
top up and other offerings best suited to their needs. With
these systems now gaining maturity and your Company is
now being able to effectively deliver 2-5% incremental lift
in revenue generation or cost savings.

Today, your Company is deploying its Big Data Engines
and Data Science practice to increase its subscriber
base, enhance ARPU, optimize cost, augment operational
efficiency, accelerate Digital adoptions for Consumers,
Marketing, Digital and Enterprise offerings/services for
Prepaid & Post-paid businesses.

During Financial Year 2024-25, your Company also used
Generative AI to create marketing campaigns and content
with such impact and scale unheard of before. During the
course of the year, we experimented extensively with the
use of generative AI to create fast, scalable and curated
video content - some of which were even commercially
deployed by us in mainstream media with great effect and
popular reception. Furthermore, one of such campaigns in
partnership with Spotify (Vi Vibe Check) was recently ranked
as one of the best campaigns on the Spotify platform. In
this Campaign AI was used for generating both the content
as well as suggesting the tracks and playlist for the user
according to ‘his/her' vibe or mood.

Your Company has also been using AI extensively for
Cybersecurity applications. We have deployed AI algorithms
in-house for performing volumetric, frequency, URL, and
calling pattern analyses to detect and flag spam messages -
resulting in almost 2.5 Mn messages being flagged as SPAM
everyday for the benefit and convenience of the customers
in evading SPAM.

Partnerships & Alliances

In partnership with top security providers including FirstWave,
Fortinet, Cisco, TrendMicro, IBM, and Netscout Arbor,
Business has introduced Secure, a comprehensive
cyber security portfolio. This initiative equips enterprise
clients with a suite of dependable, cutting-edge security
solutions that cater to their present and future cyber security
requirements.

Vi Business has embarked on a partnership with Genesys
to enable Indian businesses with advanced cloud CX and

telecom solutions, transforming their contact center
operations and strengthening customer engagement and
services. This collaboration marks Vi Business's entry
into Contact Centre as a Service (CCaaS) to introduce
next-gen cloud CX solutions offering an AI powered, unified
omnichannel customer experience.

Vi Business has entered into a strategic partnership with
Infinity Labs Ltd to introduce a Make-in-India SDWAN
solution as part of its Hybrid SDWAN portfolio. The
collaboration enhances the portfolio by integrating advanced
AI-based security features, offering Indian enterprises a
robust defense against the growing threat of cyber-attacks
and demonstrating Vi Business's commitment to offer
indigenous technology & nurture innovation.

Integrated loT Solutions

Vi Business strengthened IoT solutions with Platform
Innovations, Industry Milestones, and Strategic Partnerships.

We continued to evolve in tandem with the rapidly growing
IoT ecosystem. The efforts this year have focused on
enhancing platform capabilities to ensure we are future-
ready-delivering solutions that meet both regulatory
compliance and operational efficiency for enterprises.

A significant step in this journey was the successful
migration of the eSIM business to a new Connectivity
Management Platform, completing the transition to IoT
Smart Central-comprehensive, next-generation platform.
This enables enterprises to take greater control through a
self-service interface that supports end-to-end SIM lifecycle
management, including diagnostics and billing.

In a landmark industry development, Vi Business became
the first Indian telecom operator to launch a Multi-Operator
eSIM solution for B2B customers, reaffirming the leadership
in enterprise connectivity. We also expanded the offerings
with value-added services such as Device Management for
IoT devices, further strengthening integrated IoT ecosystem.

Vi-C-DOT IoT Lab, envisioned as a collaborative ecosystem
for interoperability and standardization, is gaining industry
momentum. With 26 certifications issued this year, the
lab-offered under a unique Lab-as-a-Service model, the
first of its kind in Indian telecom-has evolved into a Center
of Excellence, co-creating future-ready use cases in
partnership with technology innovators.

Awards and Recognitions

Some key awards and recognitions received by your Company
during the period are:

•    MarTech Excellence Award Quantic India (Category:
Awarded to MarTech team for practicing innovative
MarTech technology in digital channels).

•    Flame Awards Asia 2024 by RMAI (Rural Marketing
Association of India) - Category: Awarded to mPower
team for best use of technology in Channel Development.

•    ET Retail Awards:

-    Customer Engagement & Experience Initiative
(Vi Shop).

-    Emerging E-Commerce Platform Of The Year
(Vi Shop).

•    CX Strategy Summit & Awards: Digital Experience
Strategy of the Year (Vi Shop).

•    ET Brand Equity Martech Awards: Use of Marketing
Automation (Silver Award).

•    RMAI (Rural Marketing Association of India) Award for
Best Use of Technology for Channel Development in
2024.

•    Telecom Award at the 7th India DevOps Show 2025
for Best Use of AI in DevOps.

•    Best customer experience strategy for the year at the
19th CX Strategy Summit & Awards 2025.

•    Vi Business: CIO Choice Awards 2025 award for Digital
Transformation Enabler (Large Enterprise).

•    Frost & Sullivan Best Practices Tech Innovation
Leadership for SIP Trunking Smart Mobility Solution.

•    Voice & Data Excellence Award for IoT Smart Central.

•    Asian Telecom 2025 award for Digital Initiative of the
Year - Ready for Next MSME Program.

•    ET Brand Equity DG+ Award - Bronze for ‘Ready for
Next' Campaign for MSMEs.

•    Silver Feather Awards for Best New Product Launch
(Vi Business Assist).

•    Uttar Pradesh Summit - Leading Brand in Telecom
Sector.

•    Impact Influencer Awards-Silver for Ready4Next MSME:
Best Multi Influencer Campaign.

•    Global winner of prestigious ICMG Global Award 2023
for Best Digital Strategy Execution; Best Customer
Centricity & Excellence.

•    Vi Foundation's Jaadu Ginni Ka: Financial Literacy for
All programme received Mahatma Award, 2024 for
reducing inequality. Since 2018, Jaadu Ginni Ka has
brought financial awareness to more than 1.7 crore
people - almost half of them - women across the
country.

•    Recognised by Voice & Data at Telecom Leadership
Forum for Sustainable Warehousing and Supply Chain
Transformation under the category Corporate Social
Responsibility.

•    BCWI Award: Top 100 companies for women in India by
Avtar The Power of Diversity, for the third consecutive
year.

•    Vi is recognized among the Top 50 India's Best
Workplaces for ‘Building a Culture of Innovation by All',
certified by Great Place to Work Brand & Social Media.

•    Vi won the prestigious Cannes Lion award, London
International awards along with Spikes Asia, The One
show, D&AD, Kyoorius Awards and the SAMMIE awards
for its Human Network Testing Campaign with the
Dabbawalas. Additionally, this campaign won 3 Effies
at its Asia Pacific edition 2024 and also secured Gold
in the category Local, Regional or Market Specific
Marketing award at the e4m Marketing Awards.

•    At The MOMMYs 2024 awards, Vi won ‘Best Social
Media Brand- Telecom'.

•    At AFAQs Marketers ‘Xcellence Awards 2024', Vi
won 5 awards - 2 gold, 2 silver and 1 bronze for its
‘Be Someone's We', Postpaid Choose your benefits
campaign, performance marketing & Human Network
Testing Campaigns.

•    Vi won the Best Social media brand - Telecom and for
the Be someone's we Campaign at SAMMIE awards
2024.

•    Vi's The Dabbawalas, Human Network Testing
Campaign, Be Someone's We Campaign and Postpaid
Choose your benefits have won multiple awards at the

ET Brand Equity Shark awards, DG+ awards and AFAQS
BrandStoryz awards.

•    Two Silver Digie Awards for Best use of Visuals in the
Choose your benefits campaign and Best Social Media
Strategy Award

•    ET Brand Equity Brand Disruption Awards - Silver for
Use of Content Marketing

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2025, your Company has nine Subsidiary
Companies, details are given below:

Subsidiaries

1.    Vodafone Idea Telecom Infrastructure Limited
(VITIL)

VITIL is engaged in renting out passive infrastructure
to telecommunication service providers for hosting
their active equipment on existing fibre portfolio of
~174,000 kms. During the year under review, the total
income stood at ' 9,946 Mn as compared to ' 9,552
Mn in previous year.

2.    Vodafone Idea Business Services Limited
(VIBSL)

VIBSL is an outsourcing hub for backend IT support,
data centre operations and hosting services to the
Company and its Subsidiaries. It also has an OSP
license business. During the year under review, the total
income stood at ' 2,951 Mn as compared to ' 1901
Mn in the previous year.

3.    YOU Broadband India Limited (YBIL)

YBIL is engaged in providing high speed broadband
internet access through cable network, high
bandwidth internet broadband services to retail,
enterprise segment, infrastructure support to licensed
telecommunication service providers. During the year
under review, the total income stood at ' 991 Mn as
compared to ' 1,191 Mn in the previous year.

4.    Vodafone Idea Manpower Services Limited
(VIMSL)

VIMSL is engaged in the business of providing manpower
services to the Company. During the year under review,

the total income stood at ' 789 Mn as compared to
' 763 Mn in the previous year.

5.    Vodafone Idea Communication Systems Limited
(VICSL)

VICSL is engaged in the business of trading of Mobile
handsets, data card and related accessories and
services. During the year under review, the total income
stood at ' 341 Mn as compared to ' 387 Mn in the
previous year.

6.    Vodafone Idea Shared Services Limited (VISSL)

VISSL is an outsourcing hub for Finance & Accounts,
Human Resources, Supply Chain Management, Credit
& Collection Support, Customer Support and catering
to the Information Technology (IT) needs for data
consolidation, back end IT support for the Company
and its subsidiaries. During the year under review, the
total income stood at ' 1,005 Mn as compared to
' 944 Mn in the previous year.

7.    Vodafone Idea Technology Solutions Limited
(VITSL)

VITSL is engaged in providing Technology, Software,
Hardware, Value Added Services (VAS), Application
Software, Contents and related products and services
that facilitate and develop access to IT enabled VAS
products and services whether on single or multiple
platform(s) or operating system(s). VITSL is also
engaged in the business of providing Data Centre
related services and IT Solutions (including E-SIMs) to
its customers. During the year under review, the total
income stood at ' 320 Mn as compared to ' 399 Mn
in the previous year.

8.    Vodafone Foundation (VF)

VF is a Section 8 Company as per the Companies Act
2013. Pursuant to the enactment of the Companies
Act, 2013 and Section 135 of the Companies Act,
2013, VF is an implementing agency and carries out
Corporate Social Responsibility (‘CSR') activities for
the Company, its Subsidiaries, Associate and Joint
Venture, promoter group companies in line with the
Schedule VII of the Companies Act, 2013. VF primarily
focuses on CSR activities that includes promoting
and development of (a) education, (b) financial
literacy, (c) empowerment of women, (d) healthcare,
(e) environment, (f) eradication of poverty, (g) improving
socio-economic condition of farmers.

9. Vodafone Idea Next-Gen Solutions Limited
(VINGSL) [formerly known as Vodafone m-pesa
Limited (VMPL)]

VMPL was in the business of Prepaid Payment
Instruments (PPI) and Business Correspondence and
provided customers with a mobile wallet and money
transfer services in the form of m-pesa. VMPL had
ceased all operations and surrendered its PPI Licence
issued by the Reserve Bank of India (RBI) under the
Payment and Settlement System Act, 2007 with
effect from 30th September, 2019 as per the guidance
and approval of RBI - Department of Payment and
Settlement System (DPSS) and also terminated its
Business Correspondence Agreement with ICICI Bank
with effect from 31st July 2019.

Post completion of the 3 year period ended September
30, 2022, the Company had written to the RBI for
next steps relating to compliances. In response to
this, the RBI has advised to continue maintaining
the unextinguished liability towards PPI holders
and merchant in the escrow account till further
communication from their end.

Subsequently in October 2024, the Company applied
and received approval from RBI for change of name as
also for commencing new business. Thereafter, VMPL
changed its name to Vodafone Idea Next-Gen Solutions
Limited (VINGSL) as well as altered the main objects
and commenced the business of providing Value
Added Services such as “Rich Business Messaging"
also known as “Rich Communication Services" and is
exploring other areas for carrying on related business.
During the year under review, the total income stood
at ' 564 Mn as compared to ' 15 Mn in the previous
year.

Joint Venture Company

Firefly Networks Limited (ceased during the year)

Firefly Networks Limited (‘FireFly') was a Joint Venture
with Bharti Airtel Limited with each partner having equal

(50% each) shareholding. Firefly was engaged in the
business of site acquisition, installation, commissioning,
operations and maintenance of Infrastructures at the
Hotspots to enable telecommunication and internet
service providers to offer customers Wi-Fi access
across the territory. In January 2025, a Share Purchase
Agreement was entered with iBus Network and
Infrastructure Private Limited for sale of its entire (50%)
stake in FireFly for a consideration of ' 45 Mn. Post
completion of conditions precedent, the shares were
transferred on February 4, 2025 and accordingly, Firefly
has ceased to be a Joint Venture of your Company.

Associate Company

Sangli Wind Energy Private Limited

Post the end of Financial Year, your Company acquired
26% stake in Sangli Wind Energy Pvt. Ltd. (SWEPL)
for a consideration of ' 3.12 Mn, a Special Purpose
Vehicle formed for the purpose of owning and operating
a Captive Power Plant at an MSC location in Pune.
SWEPL allotted the equity shares on May 16, 2025.

Aditya Birla Idea Payments Bank Limited (ABIPBL)

ABIPBL, an associate of the Company had decided to
wind up business voluntarily on July 19, 2019, due to
unanticipated developments in the business landscape
of payments banks that have made the economic
model unviable. ABIPBL had filed for voluntary winding
up before the Bombay High Court and the Hon'ble
High Court vide its Order dated September 18, 2019,
approved voluntary winding up of ABIPBL. With effect
from January 27, 2025, ABIPBL has been liquidated.

In accordance with the provisions contained in Section
136(1) of the Companies Act, 2013 (Act), the Annual
Report of the Company, containing therein its standalone
and the consolidated financial statements are available on
the Company's website 
https://www.myvi.in/investors/
annual-reports.

Further, pursuant to the said requirement, the financial
statements of each of the aforesaid subsidiary
companies are available on the Company's website
https://www. myvi.in/investors/annual-reports and shall be
available for inspection during business hours at the Registered
Office of the Company. Any member who is interested in

obtaining a copy of the financial statements may write to the
Company Secretary at the Registered Office of the Company.

In terms of provisions contained in Section 129(3) of the
Act, read with Rule 5 of the Companies (Accounts) Rules,
2014, a report on the performance and financial position
of each of the Subsidiaries and Joint Venture companies
in Form AOC-1 is provided as 
‘Annexure A' to this report.

EMPLOYEE STOCK OPTION SCHEMES

In terms of the provisions of applicable laws and pursuant
to the approval of the Board and the members of your
Company, the Nomination and Remuneration Committee
had implemented the Employee Stock Option Scheme,
2006 (ESOS-2006) and Employee Stock Option Scheme,
2013 (ESOS-2013). No Stock Options are outstanding
to be exercised under ESOS-2006. During the year under
review your Company allotted 122,064 Equity Shares under
ESOS-2013.

Further, during the year under review, your Company
adopted a new ‘Vodafone Idea Employee Stock Option and
Performance Stock Unit Scheme 2024' which has been
approved by the members by Postal Ballot on October
10, 2024. The said Scheme is in the process of being
implemented. Further, details of plans also form part of
Notes to Financial Statements.

In terms of the provisions of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB
Regulations"), the details of the Stock Options and Restricted
Stock Units granted under the above mentioned Schemes
are available on your Company's website 
https://www.myvi.
in/investors/annual-reports.

A certificate from M/s. Umesh Ved & Associates, Company
Secretaries, Secretarial Auditors, certifying that the Company's
ESOS Schemes are being implemented in accordance
with the SEBI SBEB Regulations will be made available at
the ensuing Annual General Meeting for inspection by
Members.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS
ADEQUACY

Your Company has in place adequate internal control systems
commensurate with the size of its operations. The Company
has in place adequate 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. Based on the
framework of internal financial controls and compliance
systems established and maintained by the Company, the
work performed by the internal auditors and the reviews
performed by management and the Audit Committee, the
Board is of the opinion that the Company's internal financial
controls were adequate and effective during the Financial
Year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the
Companies Act, 2013 and Regulation 34 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015,
the Consolidated Financial Statements forms part of this
Annual Report and shall also be laid before the shareholders
in the ensuing Annual General Meeting of the Company. The
Consolidated Financial Statements have been prepared in
accordance with the Indian Accounting Standards (Ind AS)
notified under section 133 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014.

RISK MANAGEMENT

In compliance with the requirements of Regulations
contained in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Provisions of
the Companies Act, 2013, your Company has constituted
a sub-committee of Directors known as Risk Management
Committee, details whereof are set out in the Corporate
Governance Report forming part of the Annual Report to
oversee Enterprise Risk Management Framework. The role
of the Risk Management Committee is inter-alia to approve
the strategic risk management framework of the Company,
and review the risk mitigation strategies and results of risk
identification, prioritization & mitigation plans.

Your Company has a well-established Enterprise-wide Risk
Management (ERM) framework in place for identification,
evaluation and management of risks, including the risks
which may threaten the existence of the Company. In line
with your Company's commitment to deliver sustainable
value, this framework aims to provide an integrated and
organized approach for evaluating and managing risks.

A detailed exercise is carried out to identify, evaluate,
manage and monitor the risks. As required the Committee/
Board meets to review the risks and steps to be taken to
control and mitigate the same.

HUMAN RESOURCE MANAGEMENT

Your company's people architecture is grounded in a strong
consumer-centric philosophy, with technology serving as
its foundational pillar. The organization has cultivated high
change agility, embedded trust at the core of its people
strategy, and embraced digital as the primary approach
for solution development. Vi's recognition as a Great Place
to Work (GPTW) in Financial Year 2024-25 stands as a
testament to its people-first culture and commitment to
creating an empowering work environment.

Health & Safety

At Vodafone Idea Limited, Health, Safety and Wellbeing
(HSW) are integral to the core values and a significant
priority. We maintain a strong commitment to the principle
of “not conducting business at the risk of people," with an
unwavering dedication to ensure that “everyone working for
us returns home safely each day". The ongoing efforts and
focus on the Absolute Safety Rules and HSW standards,
supported by a robust governance framework, have been
instrumental in establishing industry-leading safety
standards. We are pleased to report that until February
15, 2025, we achieved three back to back years of zero
work-related fatality. While we regrettably experienced a
few incidents after the said date, we are fully committed to
preventing any recurrence by thoroughly learning from these
events and implementing more resilient safety measures in
the operational practices.

Diversity and Inclusion

Your Company remains committed to Diversity and Inclusion
(D&I) as a vital driver of innovation and organizational
strength. In FY25, VIL achieved 19.1% women representation
across business functions and saw improved employee
experience, evidenced by a higher Employee Net Promoter
Score. Key initiatives include 50% women representation in
campus hiring, career acceleration programs, and inclusive
leadership training.

Your Company provides comprehensive support through
Vi Assist services for childcare, eldercare, and emotional

well-being, alongside POSH awareness via targeted micro¬
learning. Workplace flexibility is enhanced through relaxed
shift timings for maternity returnees, and infrastructure
improvements include audited washroom facilities for
women in field roles. Holistic well-being programs such
as yoga, nutrition, and self-defense complement ongoing
engagement through regular pulse surveys and focused
group discussions, all contributing to a more inclusive
culture. Recognized among the Top 100 Best Companies
for Women in India by a study conducted by Avtar and
Seramount and for excellence in maternity retention, VIL's
sustained focus on inclusion strengthens both its people
and performance.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance. Your Company
continues to be compliant with the requirements of
Corporate Governance as enshrined in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations'). A Report on Corporate Governance as
stipulated under the Listing Regulations forms part of the
Annual Report. A certificate from the Statutory Auditors of
the Company, confirming compliance with the conditions
of Corporate Governance, as stipulated in the Listing
Regulations forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility & Sustainability Report
(‘BRSR') forms part of this Annual Report. The BRSR Report
describes initiatives undertaken by the Company from an
environmental, social and governance perspective. Further,
SEBI vide its circular no. SEBI/HO/ CFD/CFD SEC 2/P/
CIR/2023/122 dated July 12, 2023 updated the format of
BRSR to incorporate BRSR core, a subset of BRSR, indicating
specific Key Performance Indicators (KPIs) under nine ESG
attributes, and further came up with Industry Standards on
Reporting of BRSR Core vide its Circular No.: SEBI/HO/CFD/
CFD-PoD-1/P/CIR/2024/177 dated December 20, 2024.
The SEBI by amending the Listing Regulations has given levy
from mandatory assurance requirement on the BRSR Core
by substituting it with assessment. However, following good
corporate governance practices, the Company has appointed

Emergent Ventures India Pvt. Ltd. as the assurance provider
for BRSR core. The assurance statement on BRSR Core
issued by Emergent Ventures India Pvt. Ltd., forms part of
this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of section 135 of the Companies
Act, read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of your Company
has constituted a Corporate Social Responsibility (“CSR”)
Committee. The composition of the CSR Committee is
provided in the Corporate Governance Report which forms
part of this report.

The Company has a policy on Corporate Social Responsibility
(‘CSR') recommended by the CSR Committee and approved
by the Board and the same can be accessed on the
Company's website at 
https://www.myvi.in/investors/
corporate-governance.

In view of the losses incurred by the Company during the
last three financial years, the Company has no obligation for
CSR spend during the Financial Year 2024-25.

Further, for ensuring compliance of provisions of section
135 of the Companies Act, 2013 and the applicable Rules
framed thereunder, the brief outline of the CSR Policy for
the Company and a “NIL” Annual Report on CSR Activities is
annexed as “
Annexure B” which forms part of this report
in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Financial Statements for the year under review
are in conformity with the requirements of the Companies
Act, 2013 and the applicable Accounting Standards. The
financial statements reflect fairly the form and substance
of transactions carried out during the year under review and
reasonably present your Company's financial condition and
results of operations. Your Directors, to the best of their
knowledge and belief, confirm that:

a)    in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanations relating to material departures, if any;

b)    the accounting policies selected have been applied
consistently and judgements and estimates are made
that are reasonable and prudent, so as to give a true
and fair view of the state of affairs of your Company
as at the end of the Financial Year and of the financial
performance and cash flows of the Company for that
period;

c)    proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and
for preventing and detecting fraud and other
irregularities;

d)    the annual accounts were prepared on a going concern
basis;

e)    your Company had laid down internal financial controls
and that such internal financial controls were adequate
and operating effectively; and

f)    your Company has devised a proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to cessation of the
terms, Mr. Arun Adhikari ceased to be an Independent Director
on the Board of the Company w.e.f. 30 August 2024 and
Mr. Krishnan Ramachandran ceased to be an Independent
Director w.e.f. 26 December 2024. Further, Mr. Sateesh
Kamath (representing Vodafone Group) resigned from the
Board of the Company w.e.f. close of business hours on
30 October 2024. The Board places on record its sincere
appreciation for the valuable guidance and contribution
made by Mr. Arun Adhikari, Mr. Sateesh Kamath and
Mr. Krishnan Ramachandran in the deliberations of the Board
during their tenure as Director(s).

The Board based on the recommendation of the Nomination
& Remuneration Committee appointed Mr. Rajat Kumar
Jain as an Independent Director for a period of five years
w.e.f. August 31, 2024 to August 30, 2029. His appointment
was confirmed by the shareholders at the previous Annual
General meeting held on August 28, 2024. Further, based
on the recommendation of the Nomination & Remuneration
Committee, the Board appointed Mr. Selcuk Karacay as an
Additional Director (Non-Executive and Non-Independent),

representing Vodafone Group effective October 30, 2024
and Mr. Sunirmal Talukdar as an Independent Director
w.e.f. December 27, 2024 to December 5, 2026. Their
appointments were confirmed at the Extra-ordinary General
Meeting held on January 7, 2025.

Further, during the year under review, pursuant to the
resolution passed at the Annual General Meeting held on
August 28, 2024, the second term of three years for the
Independent Directors i.e. Mr. Ashwani Windlass, Ms. Neena
Gupta and Mr. Suresh Vaswani was extended to five years
and accordingly, their terms shall cease on August 30, 2026,
September 16, 2026 and February 7, 2027 respectively.

In accordance with the provisions of the Companies Act,
2013, Mr. Kumar Mangalam Birla and Mr. Himanshu Kapania
are liable to retire from office by rotation, and being eligible,
have offered themselves for re-appointment at the ensuing
Annual General Meeting of the Company.

All Independent Directors have submitted their declaration
of independence, pursuant to the provisions of Section
149(7) of the Companies Act and Regulation 25(8) of the
Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16(1) (b) of the Listing Regulations. The
Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience,
expertise and hold highest standards of integrity.

All Independent Directors of your Company have registered
their name in the data bank maintained with the Indian
Institute of Corporate Affairs, in terms of the provisions of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

A brief profile of the Directors proposed to be appointed/
re-appointed are annexed to the Notice convening Annual
General Meeting forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, the Key Managerial Personnel of the Company
are Mr. Akshaya Moondra, Chief Executive Officer,
Mr. Murthy GVAS, Chief Financial Officer and Mr. Pankaj
Kapdeo, Company Secretary. There has been no change
in the positions of the Key Managerial Personnel of the
Company during the year under review.

BOARD EVALUATION AND FAMILIARIZATION
PROGRAMME

Pursuant to the provisions of the Companies Act, 2013
and Listing Regulations, a formal evaluation mechanism
is in place for evaluating the performance of the Board,
the Committees thereof, individual Directors, Chairman of
the Board and Independent Directors. The evaluation of
Directors was done based on the criteria which includes,
amongst others, providing strategic perspective, attendance
and preparedness for the meetings, contribution at
meetings, effective decision-making ability and independent
judgement etc.

The Board has carried out an annual evaluation of its own
performance, its Committees, Independent Directors,
Non-Executive Directors and the Chairman of the Board. The
Directors expressed their satisfaction with the evaluation
process and the performance of the Board as a whole. It
was also noted that the Committees are functioning well and
besides the Committee's terms of reference as mandated
by law, important issues are brought up and discussed in
the Committees. The Board was also satisfied with the
contribution of the Directors, in their respective capacities,
which reflected the overall engagement of the Individual
Directors.

The details of programme for familiarization of Independent
Directors of your Company is available on your Company's
website 
https://www.myvi.in/investors/corporate-
goverance.

REMUNERATION POLICY

The Company has a Remuneration Policy in place
encompassing the appointment and remuneration
philosophy of the Company. The Policy comprises of various
elements and terms of appointment. The Policy consists
of various aspects in connection to Remuneration Program
applicable for Directors, Key Managerial Personnel and Senior
Management of the Company, Performance Goal Setting,
Benefit & Perquisites, Compliance and other such elements.

The policy was formulated by the Nomination and
Remuneration Committee in terms of Section 178(3) of the
Companies Act, 2013. A copy of the said policy is available
on the website of the Company 
https://www.myvi. in/
investors/corporate-governance.

DIVIDEND DISTRIBUTION POLICY

The Board has in compliance with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, formulated
Dividend Distribution Policy. This policy will provide clarity
to the stakeholders on the dividend distribution framework
of the Company. The Policy sets out various internal and
external factors which shall be considered by the Board in
determining the dividend payout. The Dividend Distribution
Policy is available on the website of the Company
https://www.myvi. in/investors/corporate-governance.

BOARD MEETINGS

During the year, thirteen meetings of the Board of Directors
were held. The details of the meetings and the attendance
of the Directors are provided in the Corporate Governance
Report. Further, the maximum interval between two
meetings of the Board of the Directors has not exceeded
120 days.

BOARD COMMITTEES

Your Company has in place the Committee(s) as mandated
under the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are currently seven committees
of the Board, namely:

1.    Audit Committee

2.    Nomination & Remuneration Committee

3.    Stakeholders' Relationship Committee

4.    Risk Management Committee

5.    Corporate Social Responsibility Committee

6.    Capital Raising Committee

7.    Finance Committee

Additionally, other special committee had also been
constituted for Further Public Offer.

Details of the Committees along with their charter,
composition and meetings held during the year, are provided
in the Corporate Governance Report, which forms part of
this report.

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/arrangements/transactions entered by the
Company during the Financial Year with the related parties
are detailed in the Note 58 of the Standalone Financial
Statements. They were in ordinary course of business and
on arm's length basis.

The material related party transaction i.e. the arrangement
with Indus Towers Limited (Indus), which provided Passive
Infrastructure Services and related operations and
maintenance services to various telecom operators in
India, including your Company ceased in November 2024.
Accordingly, Indus has ceased to be a related party and a
Joint Venture of the Promoter Group.

The details of such material related party transaction with
Indus for the part of the year under review for the Financial
Year ended March 31, 2025 is provided in Form AOC-2, which
is attached as 
‘Annexure C' to this report.

None of the related party transactions entered into by the
Company were in conflict with the Company's interest.
There are no materially significant related party transactions
made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict
of interest of the Company at large. Member's approval for
Material Related Party Transaction, if any, as defined under
the Listing Regulations shall be obtained at the ensuing
Annual General Meeting.

All Related Party Transactions are placed before the
Audit Committee/Board, as applicable, for their approval.
Omnibus approvals are taken for the transactions which
are repetitive in nature. The Company has implemented a
Related Party Transaction Manual and Standard Operating
Procedures for the purpose of identification and monitoring
of such transactions. The details of the transactions with
Related Parties are provided in the accompanying financial
statements as required under Ind AS 24.

The policy on Related Party Transactions is uploaded on
the Company's website 
https://www.myvi.in/investors/
corporate-governance.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

As your Company is engaged in the business of providing
infrastructural facilities, the provisions of Section 186 of the

Companies Act, 2013 relating to loans made, guarantees
given or securities provided are not applicable to the
Company. The details of such loans made and guarantees
given are provided in the standalone financial statements.
Also, particulars of investments made by the Company are
provided in the notes to standalone financial statements.

VIGIL MECHANISM - SPEAK UP POLICY

Your Company has in place a vigil mechanism for Directors
and employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of your Company's
Code of Conduct. Adequate safeguards are provided against
victimization to those who avail of the mechanism and
direct access to the Chairman of the Audit Committee in
exceptional cases.

The Vigil Mechanism - Speak Up policy is available on
your Company's website 
https://www.myvi.in/investors/
corporate-governance
.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required to be disclosed pursuant to Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, are given to the extent applicable
in 
‘Annexure D' forming part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as 
‘Annexure E' to this Report.

In accordance with the provisions of Section 197(12)
of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees drawing
remuneration in excess of the limits set out in the aforesaid
Rules, forms part of this Report. However, in line with the
provisions of Section 136(1) of the Act, the Report and
Accounts as set out therein, are being sent to all Members of
your Company excluding the aforesaid information about the

employees. Any Member, who is interested in obtaining these
particulars about employees, may write to the Company
Secretary at 
shs@vodafoneidea.com.

AUDITORS AND AUDIT REPORTS
Statutory Auditors

The members of the Company pursuant to the
recommendation of the Audit Committee and the Board
of Directors; had at the 27th Annual General Meeting
held on August 29, 2022, appointed M/s. S.R. Batliboi &
Associates LLP, Chartered Accountants, Firm Registration
No. 101049W/E300004, as the Statutory Auditors of the
Company for another period of five years till the conclusion
of 32nd Annual General Meeting of the Company to be held
in the Calendar Year 2027.

Auditors' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors' Report
on the Financial Statements at March 31, 2025. The report
does not contain any qualification, disclaimer or adverse
remarks.

The Board has duly reviewed the Statutory Auditors' Report
on the Financial Statements including the Para of Material
Uncertainty Related to Going Concern relating to the
Company's financial condition as at March 31, 2025 and
its debt obligation due for the next 12 months, which has
impacted the Company's ability to generate the cash flow
that it needs to settle/refinance its liabilities as they fall
due. The Company's ability to continue as a going concern
is dependent on support from DoT on the AGR matter,
successfully arranging funding and generation of cash flow
from its operations that it needs to settle its liabilities as
they fall due.

Note 5 to the financial statements cover the Material
Uncertainty Related to Going Concern issue and the
comments under para xix of Annexure 1 to the Independent
Auditors' Report, the clarification of which is self-explanatory.
The Board believes that the Company's ability to settle the
liabilities is dependent on further support from the DoT
on the AGR matter, fund raise through Equity & Debt and
generation of cashflow from operations. Based on the current
efforts, the Company believes that it would be able to get
DoT support, successfully arrange funding and generate
cashflow from operations. Hence, these financial statements
have been prepared on a going concern basis.

As regards the comments under para i(a)(A) of Annexure 1
to the Independent Auditors' Report regarding certain assets
where Company is in the process of updating situation and
quantitative information in the records maintained by the
Company. It is to be noted that the Company had undertaken
a large-scale network integration activity in earlier years and
post completion of this activity, the Company has completed
updating its records as regards situation and quantitative
details of location for majority of assets and for the balance,
the Company is in the process of updating the same.

Further, with regard to the comment under para ix(d) of
Annexure 1 to the Independent Auditors' Report regarding
utilisation of funds raised on short term basis (in form of
trade payable and other liability) for long term purposes
(representing acquisition of property, plant and equipment
and to fund losses of the Company), it is reported that the
funds have been utilised in line with the purpose for which
they were raised.

Cost Audit and Cost Auditors

The Company is required to make and maintain cost records
pursuant to Section 148 of the Companies Act, 2013.

In terms of the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the Board of Directors
of your Company on the recommendation of the Audit
Committee appointed M/s. Sanjay Gupta & Associates, Cost
Accountants, as the Cost Auditors, to conduct the Cost Audit
of your Company for the Financial Year ended March 31,
2025. The Cost Auditors will submit their report for Financial
Year 2024-25 within the timeframe prescribed under the
Companies Act, 2013 and rules made thereunder. The Cost
Audit report for the Financial Year 2023-24 did not contain
any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of Audit Committee,
has re-appointed M/s. Sanjay Gupta & Associates,
Cost Accountants, as Cost Auditors of the Company for
Financial Year 2025-26 at a remuneration of ' 1.2 Mn plus
applicable taxes and reimbursement of travel and out of
pocket expenses. The Company has received consent from
M/s. Sanjay Gupta & Associates, Cost Accountants, to act as
the Cost Auditor of your Company for Financial Year 2025-26,
along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, since the remuneration payable to
the Cost Auditors has to be ratified by the shareholders, the
Board recommends the same for approval by shareholders
at the ensuing Annual General Meeting.

Secretarial Auditor

In terms of the provision of the Section 204 of the Act
read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board had appointed
M/s. Umesh Ved & Associates, Company Secretaries,
Ahmedabad, as the Secretarial Auditor for conducting the
Secretarial Audit of your Company for the Financial Year
ended March 31, 2025. The report of the Secretarial Auditor
is annexed to this report as 
‘Annexure F'. The contents of
the Secretarial Audit Report are self-explanatory and do not
contain any qualification, reservation, disclaimer or adverse
remark.

Further, in terms of Regulation 24A of Listing Regulations,
every listed company has been mandated to appoint
Secretarial Auditor for a fixed term of five years, with the
approval of the members in the Annual General Meeting.
Accordingly, the Board of Directors at their meeting held
on May 30, 2025 have approved and recommended the
appointment of M/s. Umesh Ved & Associates, Company
Secretaries as Secretarial Auditors of the Company for
a term of five consecutive years commencing from the
Financial Year 2025-26 till the Financial Year 2029-30,
subject to the approval of the members at the ensuing
Annual General Meeting.

Also, in terms of Regulation 24A of the Listing Regulations,
material unlisted subsidiaries of a listed entity incorporated
in India is required to annex a Secretarial Audit Report issued
by a Company Secretary in practice. As the networth of the
Company was negative, the Subsidiaries having positive
networth namely Vodafone Idea Communication Systems
Limited, Vodafone Idea Shared Services Limited and
Vodafone Idea Manpower Services Limited, were material
subsidiaries of the Company. However, pursuant to an
amendments made in the Policy for Determining Material
Subsidiary, the aforesaid subsidiaries ceased to be material
subsidiaries during the year under review. As a matter of
good corporate governance, material unlisted subsidiaries
(considered for part of the year) have undertaken Secretarial

Audit and the Secretarial Audit Report(s) are attached as
‘Annexure F-1 to F-3' to the Annual Report.

SECRETARIAL STANDARDS

The Company has generally complied with all the applicable
provisions of Secretarial Standard on Meetings of Board
of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2), respectively issued by the Institute of
Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and the Secretarial Auditor have not reported to the
Audit Committee, any instances of fraud committed against
the Company by its officers and employees, the details of
which would need to be mentioned in Board's Report under
Section 143(12) of the Act.

ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act,
read with Rule 12 of Chapter VII Rules of the Companies
(Management and Administration) Amendment Rules, 2020,
Annual Return in Form MGT-7 for Financial Year 2024-25
is uploaded on the website of the Company and can be
accessed at 
https://www.myvi.in/investors/annual-reports.

OPPORTUNITIES, RISKS, CONCERNS AND THREATS

The mobile telecommunications industry is an integral part
of the Indian economy and has contributed significantly to
the economic growth and the GDP of the country over a
period of time. The Indian mobile industry has consolidated
to three private operators and one government operator.
The compelling macro-economic backdrop, growth in
smartphone usage, growing digital adoption and a large
population add to the sector growth. This industry structure
coupled with supportive economic trends and government
focus on Digital India, offers an opportunity to each of
the players, to participate in the long-term sector growth
opportunities.

Wireless connectivity in India still has a large potential to
grow as it is the key medium to offer connectivity as wired
connectivity, despite witnessing growth in the last few years,
has still been restricted to major cities. India is one of the
largest and fastest-growing digital economies in the world,
with more than 900 Mn internet subscribers and an array
of digital services for consumers and businesses. With the
increasing reach and convenience of mobile networks, there
are multiple emerging platforms offering services to deliver
a host of services ranging from digital lifestyle to life-saving
services, including e-commerce, digital entertainment,
digital health and disaster response. Also, as the penetration
improves and adoption of mobile services expands to the
oldest and youngest age groups, the growth potential still
remains higher.

Despite the recent tariff hikes, India continues to have the
lowest tariffs globally. while the proliferation of unlimited
data bundles has led to India being one of the highest data
usages (per subscriber) in the world. While the tariff hike
was a step in the right direction, ARPU recovery still has a
long way to go as the industry's ROCE continues to remain
below cost of capital.

Your Company has several ongoing litigations and any
adverse outcome of these litigations remains a risk. Your
Company works with various local, state and central
government agencies for specific permissions to operate its
mobile licenses and is required to meet various regulatory/
policy guidelines of the DoT and may be subjected to various
regulatory demands, penalties/fines or increased cost of
compliance, despite making best effort to adhere to all such
requirements. Your Company believes in sound corporate
governance practices and believes that these litigations
would be settled in due course in the best interest of all
stakeholders.

The telecom sector is characterized by technological
changes and competition from new technologies is an
inherent threat. Your Company has a competitive spectrum
portfolio and robust network footprint and continues to
invest in the new emerging network solutions to adapt
to any future technological changes. Your Company has
launched 5G services in a few cities and expansion efforts
are underway to offer 5G services in all 17 circles where we
have 5G spectrum by August 2025.

Your Company's business is dependent on key Network and
IT equipment suppliers for management and continuity of
its Network, IT and business processes. These networks
may also be vulnerable to technical failures or any natural
calamity. Your Company has robust network & IT security
processes and disaster recovery plans. Your Company is in
partnership with global leaders in Network equipment and
IT services and enjoys very long standing healthy relations
with all its suppliers.

Your Company believes that with the recent equity infusion
as described in the report and its ability to raise additional
funds as required, it shall be able to successfully negotiate
with lenders on continued support, generate cash flow from
operations that it needs to settle its liabilities as they fall due
and continue to have the necessary government support.

OUTLOOK

Your Company is conscious of the fact that in order to remain
competitive in the sector there is a need for continued
investments and innovation as the sector continues to
witness evolving technological developments and changing
customer preferences. Its ability to adapt to the changing
market preference has been instrumental in its survival
thus far despite various challenges it faced. The Company
remains committed to exploring new opportunities and will
continue its journey of becoming a truly integrated digital
service provider through its strategic initiatives including
partnerships. It remains committed to make right investments
for expanding 4G coverage and capacity especially in its 17
priority circles as well as to expand 5G services in line with
the growing customer demand. After the recent tariff hike,
your Company will continue to focus on improving ARPU by
driving the penetration of Unlimited Data (ULD) pricing plans
as well as digitalization of customer servicing and distribution
channels with an aim to provide the best of customer
experience to retail and enterprise customers.

Your Company will remain focused on providing superior data
and voice experience and building a differentiated digital
experience with focus on increasing 4G subscribers. Your
Company will strive to grow using innovative technologies and
offerings that redefine businesses and from rising adoption
of smart devices, digital lifestyle as well as expansion of
digital connectivity. In Business Services, your Company
will increasingly focus on new and fast growing segments
such as Cloud services, Rich Business Messaging and IoT.
To further drive the digital agenda, your Company will look
for deeper integration opportunities with its partners using
its platform capabilities to provide a differentiated telco++
experience and value for partners as well as customers.

During FY25, your Company has raised equity of ' 614 Bn,
including FPO of ' 180 Bn, Preferential Issue of ~' 40 Bn to
promoters (Aditya Birla Group ~' 21 Bn and Vodafone Group
~' 19 Bn), ~' 25 Bn to vendors (Nokia and Ericsson) and
~' 369 Bn to the Government of India. Your Company
remains engaged with lenders for debt fund raising. Your
Company is well positioned to effectively compete in
the market with the recent capex investments coupled
with the support provided by the Government, a strong
subscriber base of 198.2 Mn (March 31, 2025), 83% 4G
population coverage, competitive spectrum profile, extensive
distribution reach and a well-established brand along with
differentiated digital offerings.

SUSTAINABILITY JOURNEY

The Telecom sector provides connectivity to individuals
& communities that fosters empowerment and inclusion.
The near ubiquitous reach of the mobile makes it the most
relevant channel for last mile outreach. The mobile phone
has become the fastest window to a world of information,
better education, livelihood, employment, health, inputs on
agricultural practices and governance.

At VIL, sustainability is inbuilt in the process and is a part and
parcel of operations. These are clearly enshrined in the Vision
and Mission of the VIL. 
Vision - To create world class digital
experiences to connect and inspire every Indian 
to build a
better tomorrow. Mission:
 Customers - Be the most loved
brand by continuously raising the bar in delivering simple,
delightful, experience and meaningful innovations, through
new age technologies. We value the trust our customers
place in us and safeguard the information provided to us.
Team - Be an inspirational, agile and exciting organization
that challenges the status quo, and champions a diverse
team that has a winning attitude and thrives on delivering
customer excellence. Shareholders - Be the most valued
Company through smart leadership committed to delivering
sustainable growth, while adhering to the highest standards
of governance and compliance. Community - Be the most
respected Company by leveraging technology and purposeful
innovation to catalyze social prosperity, digital literacy and
inclusivity.

Being a telecom company, VIL has been adopting various
solutions/approaches to ensure that its networks are run in
an energy efficient manner. Our primary focus has been on

reducing energy cost and minimizing environmental impact
through adoption of renewable energy in the Company's
operations. We prioritize adaptability, agility and foresight
to ensure that our business models, operations, acquisitions
and projects are not locked into unsustainable paths. Our
sustainability journey gets complimented with our corporate
responsibility agenda driven by the Vodafone Foundation
which is directed towards addressing some of India's
critical social and developmental challenges in both rural
and urban communities using the inherent potential and
reach of the mobile technology and platform and reducing
the environmental impact with increasing preference and
usage of digital. We are fully committed towards creating
value for all stakeholders from customers to partners, to
employees, to communities and to the larger planet. We
achieve this through our passion for customer satisfaction,
supporting our partners as they build capacity, engaging with
and valuing our employees in an inclusive agenda to instill
pride in the work we do and develop sustainable business
practices. This is being done with our responsible support
towards digital inclusion as a national goal and in continuing
with our practices of community development in areas like
education & skilling, women empowerment and agriculture.

We also firmly believe that sustainable development
cannot be achieved with mere focus within our own
boundary of business practices. The Company has forged
meaningful and impactful partnerships with its vendors
and partners to address the needs and challenges related
to sustainability. We will continue to be future-ready by
staying ahead of the curve and being charged up to thrive in
a sustainable tomorrow by building sustainable businesses
and propositions. The Company has a robust Sustainability
Framework of Policies, Technical Standards etc. which help
in the Sustainability journey of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Committee have been set up in
business units to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During

the Financial Year 2024 - 2025, 6 complaints pertaining to
sexual harassment were received and as on March 31, 2025
all 6 have been resolved.

OTHER DISCLOSURES

-    There are no material changes and commitments
affecting the financial position of your Company
between end of Financial Year and the date of
report, other than those disclosed in the significant
developments section of the Board's Report.

-    Your Company has not issued any shares with
differential voting rights.

-    There was no revision in the financial statements.

-    Your Company has not issued any sweat equity shares.

-    There was no application made or proceedings
pending against the Company under the Insolvency
and Bankruptcy Code, 2016 and there is no instance
of one-time settlement with any Bank or Financial
Institution.

-    There are no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the
going concern status and the Company's operations,
other than the Order passed by the Hon'ble Supreme
Court on the AGR matter in October, 2019, which has
been disclosed in the significant developments section
of the Board's report.

CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management
Discussion and Analysis describing your Company's
objectives, projections, estimates, expectations, or
predictions may include certain ‘forward-looking statements'
within the meaning of applicable Securities Laws and
Regulations. Such forward looking statements are made
on the basis of certain assumptions which we believe are
reasonable in all material respects. Actual results could differ
materially from those expressed or implied assumptions.
Some of the important factors that could make a difference
to your Company's operations or financials include factors like
availability and prices of telecom equipment, concentration
of supply side, technological shift impacting consumer
behavior, changes in government regulations or policies,

tax regimes etc. Your Company is not obliged to publicly
amend, modify, or revise any forward-looking statements
on the basis of any subsequent development, information,

or events, or otherwise.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation to
the Department of Telecommunications, Telecom Regulatory
Authority of India, the Central Government, the State
Governments, all its investors & stakeholders, equipment
suppliers, technology providers and other vendors, bankers,
value added service partners, all the business associates and
above all, the subscribers for the co-operation and support

extended to the Company. Your Directors also wish to place
on record their deep appreciation to the employees for their
hard work, dedication and commitment.

For and on behalf of the Board

Himanshu Kapania    Sunil Sood

Non-Executive Director    Non-Executive Director

(DIN : 03387441)    (DIN : 03132202)

Place : Mumbai
Date : May 30, 2025

 
STOCKS A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z|Others

Mutual Fund A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others

Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2028) - AMFI-Registered Mutual Fund Distributor since June 2008.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail:
Grievance Cell: rlpsec_grievancecell@yahoo.com , rlpdp_grievancecell@yahoo.com
Procedure to file a complaint on SEBI SCORES: Register on SCORES portal. Mandatory details for filing complaints on SCORES: Name, PAN, Address, Mobile Number, E-mail ID. Benefits: Effective Communication, Speedy redressal of the grievances.
Copyrights @ 2014 © RLP Securities. All Right Reserved Designed, developed and content provided by