Vodafone Idea Ltd

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

Dear Shareholders,

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 luxu 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 eveday 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 count. 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 ve 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 aƒer 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 indust'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 indust, further tariff increases are essential. Additionally, the indust 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 indust despite the past challenges of hyper-competition and subsequent financial stress in the sector. The consolidation of the indust to three private operators and one government operator positions the indust 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 count.

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 car 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 indust. 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 indust 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 Haana, 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 your Company across all service areas:

3. Extensive Network Infrastructure and Coverage

Your Company has a strong network footprint across the count 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 indust-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 stotelling, 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 ve 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 Indust 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 count.

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.

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 sto 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 indust-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 necessa 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 necessa 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, eve month for 13 months as long as they continued to recharge on our 1GB+ data plans. This program was launched across the count 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 shiƒed 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 indust 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, indust 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 ve 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 count 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 wor-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 delive and digital KYC processes, serviced through its dedicated delive 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, catego 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 count. Vi RBM is a technology that enhances how businesses communicate with their customers via rich, interactive messages which enables delive 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 catego 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 delive 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 aƒer 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 expi 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 Rs. 180 Bn through Further Public Offer (‘FPO'), the largest FPO in the count 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 eve 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 Rs. 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 Rs. 24.6 Bn at an issue price of Rs. 14.80 per share to Nokia Solutions and Networks India Private Limited and Ericsson India Private Limited.

Vodafone Group Plc. - Promoter group entity contributed Rs. 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 Rs. 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 ~ Rs. 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:

(in Rs. Mn)

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

On a consolidated basis, the revenue of your Company stood at Rs. 435,713 Mn, an increase of 2.16% over the previous year. The EBITDA stood at Rs. 191,472 Mn registering an increase of 11.07% over the previous year. The loss aƒer tax of the Company stood at Rs. 273,834 Mn for Financial Year 2024-25 vis-?-vis Rs. 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 Rs. 435,713 Mn, reflecting an increase of Rs. 9,196 Mn over Rs. 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 Rs. 9,074 Mn from Rs. 1,132 Mn for the Financial Year ended March 31, 2024 to Rs. 10,206 Mn for the Financial Year ended March 31, 2025. The increase was primarily due to increase in interest income by Rs. 9,270 Mn.

Operating expenses: Total operating expenditure decreased by Rs. 810 Mn from Rs. 255,257 Mn for the Financial Year ended March 31, 2024 to Rs. 254,447 Mn for the Financial Year ended March 31, 2025 Cost of trading goods: Cost of trading goods decreased by Rs. 139 Mn from Rs. 156 Mn for the year ended March 31, 2024 to Rs. 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 Rs. 21,224 Mn for the Financial Year ended March 31, 2024 to Rs. 22,309 Mn for the Financial Year ended March 31, 2025, primarily due to increments in sala during the year.

Network expense and IT outsourcing cost: Network expense and IT outsourcing cost decreased by Rs. 3,713 Mn from Rs. 98,104 Mn for the year ended March 31, 2024 to Rs. 94,391 Mn for the year ended March 31, 2025 primarily due to decrease in repairs and maintenance - plant and machine 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 Rs. 236 Mn from Rs. 36,726 Mn for the Financial Year ended March 31, 2024 to Rs. 36,962 Mn, for the Financial Year ended March 31, 2025.

Roaming and access charges: Roaming and access charges increased by Rs. 4,797 Mn from Rs. 41,177 Mn for the Financial Year ended March 31, 2024 to Rs. 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 Rs. 1,883 Mn from Rs. 42,806 Mn for the Financial Year ended March 31, 2024 to Rs. 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 Rs. 647 Mn from Rs. 5,647 Mn for the Financial Year ended March 31, 2024 to Rs. 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 Rs. 546 Mn from Rs. 9,417 Mn for the Financial Year ended March 31, 2024 to Rs. 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 Rs. 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 Rs. 4,778 Mn from Rs. 138,715 Mn for the Financial Year ended March 31, 2024 to Rs. 133,937 Mn for the Financial Year ended March 31, 2025. The amortisation charge for the year has decreased by Rs. 1,825 Mn from Rs. 87,620 Mn for the Financial Year ended March 31, 2024 to Rs. 85,795 Mn for the Financial Year ended March 31, 2025.

Finance Cost for Financial Year ended March 31, 2025 decreased by Rs. 12,221 Mn from Rs. 257,655 Mn for the Financial Year ended March 31, 2024 to Rs. 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 Rs. 273,676 Mn as compared to a loss of Rs. 304,098 Mn for the Financial Year ended March 31, 2024. The loss aƒer tax for the Financial Year ended March 31, 2025 stood at Rs. 273,834 Mn as compared to a loss of Rs. 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 Rs. 94,103 Mn. In addition Rs. 3,976 Mn was incurred towards bandwidth and Rs. 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 Rs. 3,456,635 Mn and Rs. 1,595,318 Mn respectively.

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

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

The paid-up Equity Share Capital of the Company increased by Rs. 212,732 Mn during the year due to: a. Issuance of 16,363,636,363 Equity Shares of face value of Rs. 10/- each per Equity Share through FPO b. Issuance of 160,000,000 Equity Shares of face value of Rs. 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 Rs. 10/- each per Equity Share through preferential allotment and d. Issuance of 122,064 Equity Shares of face value of Rs. 10/- per Equity Share under Employee Stock Option Scheme (ESOS).

Other Equity:

The Company's Other Equity improved from Rs. (1,542,866) Mn as of March 31, 2024, to Rs. (1,417,132) Mn as of March 31, 2025. This movement is attributable to: a. Conversion of Government of India loan amounting to Rs. 369,500 Mn, disclosed as share application amount pending allotment. b. An increase in securities premium of Rs. 30,240 Mn, arising from the FPO and Preferential Issue. c. Loss for the year amounting to Rs. (273,834) Mn and Other Comprehensive loss for the year amounting to Rs. (172) Mn.

• As on March 31, 2025, the total equity stood at

(703,202) Mn as compared to the total equity of Rs. (1,041,668) Mn for the Financial Year ended March 31, 2024.

• Long term and short-term borrowings decreased by Rs. 113,336 Mn and stood at Rs. 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 Rs. 97,963 Mn and stood at Rs. 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 Rs. 1,359 Mn and stood at Rs. 92,479 Mn for the Financial Year ended

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

Cash Flow Statement: The cash generated from operations of Rs. 92,906 Mn, issue of share capital through FPO (net of share issue expenses of Rs. 3,041 Mn) of Rs. 176,959 Mn, issue of share capital through preferential allotment (net of share issue expenses of Rs. 18 Mn) of Rs. 64,412 Mn, proceeds from borrowings of Rs. 10,000 Mn, interest received of

4,523 Mn and other cash inflows of Rs. 229 Mn which was primarily used for repayment of Rs. 160,003 Mn towards lease liabilities and borrowings, payment of Rs. 20,902 Mn towards interest and finance charges, payment of Rs. 98,353 Mn towards capital expenditure (net of sale proceeds), payment of Rs. 5,037 Mn towards deferred payment obligation towards spectrum, upfront payment of Rs. 3,315 Mn towards spectrum and placement of fixed deposits with banks having maturity of 3-12 months of Rs. 60,529 Mn. Consequently, cash and cash equivalents as at March 31, 2025 stood at Rs. 2,568 Mn.

Significant Changes in Key Financial Ratios Based on Standalone Financials

The key financial ratios are as under:

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

2term 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) aƒer 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 Rs. 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 Rs. 10/- each at an Offer price of Rs. 11/- per Equity.

Preferential Issues

During the Financial Year under review, the following preferential issues were undertaken: (a) In May 2024, your Company raised Rs. 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 Rs. 14.87 per Equity Share.

(b) In July 2024, your Company raised Rs. 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 Rs. 14.80 per Equity Share.

(c) In Janua 2025, your Company raised Rs. 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 Rs. 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 Rs. 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 Rs. 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 Minist 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 aƒer expi of the moratorium period, aggregating to Rs. 369,500 Mn into 36,95,00,00,000 Equity Shares of the face value of Rs. 10/- each at an issue price of Rs. 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 Rs. 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 Rs. 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-ordina General Meeting held on May 8, 2024, the Authorised Share Capital of the Company stands increased from Rs. 750,000 Mn (divided into Rs. 700,000 Mn Equity Share Capital and Rs. 50,000 Mn preference share capital) to Rs. 1,000,000 Mn (divided into Rs. 950,000 Mn Equity Share Capital and Rs. 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 Rs. 369,500 Mn into 36,950 Mn Equity Shares, the Authorised Share Capital of the Company, stands increased by Rs. 3,69,50,00,00,000 consisting of 36,95,00,00,000 Equity Shares of Rs. 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 Rs. 1,000,000 Mn to Rs. 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 Rs. 7,13,93,03,50,010/- comprising of 71,39,30,35,001 Equity Shares of the face value of Rs. 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 Rs. 10,83,43,03,50,010/- comprising of 1,08,34,30,35,001 Equity Shares of the face value of Rs. 10/- each.

CASH, DEBT AND GOI OBLIGATION

As at March 31, 2025, on a standalone basis, the Company had cash and cash equivalents of Rs. 2,185 Mn and Fixed Deposits with banks having maturity of 3 to 12 months of Rs. 60,531 Mn (mainly FPO proceeds), the total debt from banks and financial institutions stood at Rs. 23,260 Mn, inter-company loan stood at Rs. 1,142 Mn and the payment obligations to the Government stood at Rs. 1,939,702 Mn (comprising deferred spectrum payment obligations of Rs. 1,180,250 Mn and AGR liability of Rs. 759,452 Mn).

As at March 31, 2025, on a consolidated basis, the Company had cash and cash equivalents of Rs. 2,568 Mn and Fixed Deposits with banks having maturity of 3 to 12 months of Rs. 60,533 Mn (mainly FPO proceeds), the total debt from banks and financial institutions stood at Rs. 23,260 Mn and the payment obligations to the Government stood at Rs. 1,939,702 Mn (comprising deferred spectrum payment obligations of Rs. 1,180,250 Mn and AGR liability of Rs. 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 Rs. 89,927 Mn. In addition, Rs. 3,976 Mn was incurred towards bandwidth and Rs. 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 Rs. 94,103 Mn. In addition Rs. 3,976 Mn was incurred towards bandwidth and Rs. 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 thereaƒer make payment in ten installments commencing from April 1, 2021 to March 31, 2031 payable by 31st March of eve 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 Rs. 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 Rs. 759,452 Mn (net of payment and conversion) of which Rs. 655,927 Mn is disclosed as Deferred Payment Obligation (DPO) under long term borrowings and the balance of Rs. 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 Janua 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 Februa 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 Rs. 161,332 Mn representing NPV as at the date of exercise of option i.e. Janua 10, 2022. On Februa 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 aƒer moratorium in FY26, FY27 and FY28, amounting to Rs. 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 Rs. 369,500 Mn on a present value basis, by issuing 36,950,000,000 Equity Shares at an issue price of Rs. 10/- each on April 8, 2025. As at March 31, 2025, the Company has derecognised an amount of Rs. 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 Rs. 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 indust'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 Rs. 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 Rs. 6000 crore (by way of BG) or Rs. 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 indust.

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 Janua 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 Janua

1, 2013 till expi 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 Janua 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 aƒer 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 Janua 1, 2013 till the date of expi 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 introducto offer, your Company's users can enjoy unlimited 5G data on plans starting from Rs. 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 Regulato 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, soƒ 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

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

A m e n d m e n t t o Te le c o m C o m m e r c ia l Communications Customer Preference Regulations, 2018 (TCCCPR): On Februa 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 indust 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 count.

Digital Personal Data Protection Act, 2023: In January 2025, the Ministry of Electronics and Information Technology (MeitY) published the draƒ

Rules, under the Digital Personal Data Protection Act 2023, for public consultation. Indust 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-aƒer 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 indust 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 eve 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 eve 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 aƒer 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 eveday. 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 liƒ 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 eveday 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 IoT Solutions

Vi Business strengthened IoT solutions with Platform Innovations, Indust 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 indust 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 indust 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 (Catego: Awarded to MarTech team for practicing innovative MarTech technology in digital channels).

Flame Awards Asia 2024 by RMAI (Rural Marketing Association of India) - Catego: 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 count.

Recognised by Voice & Data at Telecom Leadership Forum for Sustainable Warehousing and Supply Chain Transformation under the catego 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 catego 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 BrandStoz 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 Subsidia Companies, details are given below:

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 Rs. 9,946 Mn as compared to Rs. 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 Rs. 2,951 Mn as compared to Rs. 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 Rs. 991 Mn as compared to Rs. 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 Rs. 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 Rs. 341 Mn as compared to Rs. 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 Rs. 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, Soƒware, Hardware, Value Added Services (VAS), Application Soƒware, 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 Rs. 320 Mn as compared to Rs. 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. V odafone Idea Next-Gen Solutions (VINGSL) [formerly known as Vodafone m-pesa Limited (VMPL)]

V MPL was in the business of Prepaid 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.

P ost completion of the 3 year period ended 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.

S ubsequently in October 2024, the Company and received approval from RBI for change of name as also for commencing new business. Thereaƒer, 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 caring on related business. During the year under review, the total income stood at Rs. 564 Mn as compared to Rs. 15 Mn in the previous year.

F irefly Networks Limited (ceased during the

F irefly Networks Limited (‘FireFly') was a Joint 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 territo. In Janua 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 Rs. 45 Mn. Post completion of conditions precedent, the shares were transferred on Februa 4, 2025 and accordingly, Firefly has ceased to be a Joint Venture of your Company.

S angli Wind Energy Private Limited

P ost the end of Financial Year, your Company acquired 26% stake in Sangli Wind Energy Pvt. Ltd. (SWEPL) for a consideration of Rs. 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)

A BIPBL, 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 volunta winding up before the Bombay High Court and the Hon'ble High Court vide its Order dated September 18, 2019, approved volunta winding up of ABIPBL. With effect from Janua 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 subsidiar y companies are available on the Company's website year) 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 Secreta 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 prima 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 "eveone 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 Februa 15, 2025, we achieved three back to back years of zero work-related fatality. While we regrettably experienced a few incidents aƒer 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 shiƒ 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 Statuto 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 Indust 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 mandato 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-ordina General Meeting held on Janua 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 Februa 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 Secreta. 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 ordina 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 Secreta at shs@vodafoneidea.com.

AUDITORS AND AUDIT REPORTS Statuto 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 Statuto 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 Statuto 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 Statuto 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-explanato. 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 Rs. 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-explanato 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 Secreta 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 Subsidia, 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 Statuto 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 indust is an integral part of the Indian economy and has contributed significantly to the economic growth and the GDP of the count over a period of time. The Indian mobile indust 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 indust 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 recove still has a long way to go as the indust'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 regulato/ policy guidelines of the DoT and may be subjected to various regulato 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 recove plans. Your Company is in partnership with global leaders in Network equipment and IT services and enjoys ve 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 necessa 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. Aƒer 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 Rs. 614 Bn, including FPO of Rs. 180 Bn, Preferential Issue of Rs. 40 Bn to promoters (Aditya Birla Group Rs. 21 Bn and Vodafone Group

~ Rs. 19 Bn), Rs. 25 Bn to vendors (Nokia and Ericsson) and

Rs. 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 eve 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 prima 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 bounda 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, tempora, 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 shiƒ 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 Regulato 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.