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You can view full text of the latest Director's Report for the company.

BSE: 532822ISIN: INE669E01016INDUSTRY: Telecom Services

BSE   ` 15.12   Open: 14.09   Today's Range 14.07
15.16
+1.06 (+ 7.01 %) Prev Close: 14.06 52 Week Range 6.46
15.35
Year End :2026-03 

We have pleasure in presenting the Thirty First Annual
Report, together with the audited financial statements of
the Company for the Financial Year ended March 31, 2026.

INDIAN WIRELESS SECTOR

FY26 marked the tenth anniversary of the Digital India
mission. What began as an aspiration to make technology
work for every Indian has, over the past decade, fundamentally
transformed how India communicates, transacts, and governs.
Globally, India now ranks third in digitalisation of the economy,
according to the State of India's Digital Economy Report
2024 released by ICRIER, and digital economy is projected
to contribute nearly one-fifth of the country's overall GDP by
2030. At the heart of this transformation, is a thriving wireless
ecosystem, that has carried the digital economy on its back.

India's wireless sector has reached a scale and depth
that few could have envisioned even a decade ago. As of
March 31, 2026, the sector's key metrics reflect this
transformation:

•    Broadband connectivity crossed a landmark
milestone — total broadband subscribers reached
1,065.88 Mn, underscoring the depth of India's digital
adoption.

•    Total telephone subscriber base reached
1,330.58 Mn, with the wireless (mobile) segment
accounting for 1,265.73 Mn subscribers.

•    Overall tele-density stood at 93.26%; urban tele-density
at 151.47% and rural tele-density at 60.46%.

•    The rural participation story is particularly compelling as
rural wireless subscribers reached 546.60 Mn, with rural
areas contributing 44% of the total internet subscriber
base — a powerful indicator of digital democratisation
at the grassroots.

•    5G Fixed Wireless Access (FWA) subscriptions stood at
12.32 Mn.

The volume of UPI transactions reached 19.6 billion,
worth over ' 29.5 lakh Cr growing over 19% year-on-year.
Worldline's India Digital Payments Report (October 2025)
attributed much of this growth to frequent, low-value
transactions driven by what is termed as the ‘Kirana Effect',

grassroots digital commerce at India's smallest retail
touchpoints. This ground-level participation signals that
digital connectivity is no longer a privilege but increasingly
akin to a fundamental right. Telecom infrastructure is the
invisible thread connecting this entire ecosystem — from
farmers accessing crop-update apps to students in Tier 3
towns attending virtual classrooms.

With India poised to become one of the largest mobile data
traffic generating nations per active smartphone by 2030,
the industry must continue to invest to keep pace with the
nation's growing connectivity demands. The telecom sector
is no longer merely a commercial vertical; it is the critical
enabler of India's Viksit Bharat 2047 vision. Digital health,
online education, fintech inclusion, and smart governance all
rest on robust, high-quality wireless connectivity.

Recognizing the pivotal role telecom has to play in India's
digital growth journey, the Government of India has
provided various policy tailwinds to the sector to aid building
world-class digital infrastructure across multiple fronts:

•    The Union Budget FY26 allocated ' 81,005 Cr
(US$ 9.27 billion) to the Department of Telecommunications
and IT, the Production-Linked Incentive (PLI) scheme
for telecom and networking products valued at
' 12,195 Cr, accelerating indigenous manufacturing
and reducing import dependency in critical telecom
equipment.

•    The Department of Telecommunications has established
a dedicated 6G Innovation Group, positioning India as
an early mover in next-generation wireless standards.

•    India's draft National Telecom Policy 2025 (NTP-25)
targets 100% 4G coverage and 90% 5G population
coverage by 2030 — a bold vision for full-stack digital
inclusion.

However, India has one of the lowest Average Revenue Per
User (“ARPUs”) in the world, making it challenging for telecom
operators to sustain investment and innovation. The last
tariff hike was in July 2024 after more than two years of
the previous tariff increase which was in November 2021.
An upward revision of the tariff in the future would drive a
meaningful step-up in industry ARPU, further strengthening
the investment case for India's telecom sector.

Periodic tariff increases remain not merely a commercial lever
but a structural necessity to generate reasonable returns
on capital, sustain network investments, and support the
continued rollout of next-generation technologies.

The consolidation of India's wireless market to three private
operators and one public sector entity has improved the
sector's structural positioning, enabling greater pricing
discipline, rationalising capital allocation, and providing
a stable foundation for sustained long-term investment.
With rural tele-density still at 60% and overall broadband
penetration at 75% of the population, the runway for growth
remains substantial.

As India's digital economy races towards contributing nearly
one-fifth of GDP by 2030, the role of the telecom sector as its
foundational infrastructure becomes only more consequential.
The industry's imperative and opportunity is to ensure that
every citizen, business, and institution can participate in and
benefit from this digital revolution.

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 Digital 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 Wi-Fi (VoWiFi) calling
feature for its subscribers in all circles.

2.    Broadband Services

Your Company provides broadband data services on
4G and/or 5G technology in all 22 service areas of India.

Your Company's broadband coverage is available in over
414,500 Census towns and villages. The population
coverage on 4G is more than 1.1 bn covering close
to 86% of population#. Your Company has thus
seen a steady rise in 4G subscriber penetration (as
a percentage of reported subscribers) increasing
from 63.8% as of March 31, 2025 to 66.9% as of
March 31, 2026. As your Company continues to focus
on 4G network expansion, 4G subscriber penetration
should further improve in the coming years. Your
Company has expanded the recently launched
5G services in over 80 cities as of May 2026.

*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.

3.    Content and Digital Offerings

Your Company offers an extensive suite of allied digital
offerings that provide customers with a comprehensive
and unified digital experience, leading to enhanced
convenience, deeper engagement, and improved
customer stickiness. Your Company has over the past
2 years launched propositions like Vi Movies & TV,
Vi Games, Vi Shop, Vi Finance, which continue to
evolve and scale. On the consumer side, the Vi app is
now supercharged with AI capabilities, which hosts an
AI powered recharge assistant to optimize selection of
the most suitable plan for the subscribers.

Vi Movies & TV (‘Vi MTV')

Your Company continues to simplify digital entertainment
through the Vi Movies & TV app - an affordable,
single subscription service that aggregates 20+ OTT
platforms and 250+ live TV channels. The platform
brings together marquee partners such as JioHotstar,
ZEE5, SonyLIV, Fancode and Lionsgate Play, along
with a diverse portfolio of regional content providers
including Klikk, Atrangi, ManoramaMax, Chaupal, Playflix
and Nammaflix. Apart from Vi MTV app, customers can
also access best-in-class entertainment through OTT
bundles integrated within our prepaid and postpaid
plans, including Netflix, JioHotstar, Amazon Prime
Video, ZEE5 and SonyLIV. This enables a seamless,
“one-destination" entertainment experience across
multiple devices such as mobile platforms (iOS and
Android) and Smart TVs (Google TV, Samsung, LG
and Firestick) and these high-performance native
applications deliver a superior viewing experience across
screens.

Vi Finance

Your Company has also entered the digital financial
services space with the launch of Vi Finance - a
comprehensive financial marketplace within the Vi App
where the customers can access personal loans, fixed
deposits and a curated range of secured and unsecured
credit cards from leading financial institutions. The
Company has partnered with Aditya Birla Finance
Limited (ABFL) and InstaMoney for lending solutions
and continues to onboard additional partners to expand
offerings across ticket sizes and customer segments. By
digitizing the end-to-end journey, Vi Finance provides
a secure, convenient and hassle-free alternative to
traditional banking channels.

Vi Ads

Your Company offers targeted digital advertising
services for media agencies and brands through its own
ad-tech platform called ‘Vi Ads'. The platform 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 publishing partners of Vi
Ads. Your Company is focused to scale Vi Ads and has
signed some strategic partnerships that will drive next
phase of growth. Vi Ads is now empaneled with almost
all top media agencies in India and is part of the media
plan for several leading national brands.

Vi Games

Your Company is in partnership with OnMobile to
offer gaming services on Vi app, called as ‘Vi Games'.
Subscribers can access to a wide variety of hyper-casual
individual games as well as multiplayer and social gaming
titles - including Solitaire, Carrom, Wordle, Ludo, Sudoku,
Cricket, Soccer, and Rummy, etc.

Vi Shop

To capitalise on the growing demand for curated brand-led
deals, your Company has scaled Vi Shop on the Vi App as
a digital marketplace powered by telco data capabilities. In
partnership with leading players across categories such as
food, travel, shopping and entertainment. The platform also
offers curated vouchers and gift cards at attractive price
points. This data-driven approach enables personalized,
high-value offerings delivered through a seamless,
self-serve interface.

Utility Bill Pay

Your Company has also transformed the Vi App into
a comprehensive payments and services hub. Beyond
mobile recharges and bill payments, users can seamlessly
manage utility payments such as electricity, water and
LPG bills, along with FASTag, insurance premiums, loan
EMIs and credit card payments. The recent integration
of Metro ticket bookings further enhanced everyday
utility and convenience. By centralizing these essential
services, the Company is driving higher engagement
and strengthening its position as a high-value, one-stop
destination for customers.

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, caller tunes and missed call alerts.

Long Distance Services and ISP

Your Company has active licenses for National Long Distance
(“NLD"), International Long Distance OLD”) and Internet Service
Provider (“ISP"), and registration for Infrastructure Provider
(“IP-1") services. These licenses are used to carry inter-circle
voice traffic of your Company and also bring incoming voice
traffic from top international carriers across the globe into India.
Your Company also sends all of the outgoing International Voice
traffic on its own network and the interconnections with these
licenses enable it. These licenses also help your Company
to offer various Enterprise Fixed Voice and Data Services to
external customers like Enterprise, Government and Wholesale
customers. Your Company's 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. 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 loT
solutions, and insightful business analytics and digital
services, the Company delivers the smartest and newest
cutting-edge technologies to support businesses in the
digital age.

Leveraging its global expertise and understanding of local
markets, Vi Business strives to be a trusted and invaluable
partner for businesses in the digital realm.

Competitive Strengths

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

1. Large Subscriber Base

As per TRAI subscription report, your Company had over
198.5 Mn subscribers and its subscriber market share
was 15.7% as of March 31, 2026. The Applicable Gross
Revenue (ApGR) market share was 15.9% of the Indian
mobile telecommunications services industry for the year
ended March 31, 2026 as per TRAI Data. During the year
ended March 31, 2026, your Company had a leading
ApGR market share in the Mumbai and Kerala service
areas, and the second largest ApGR market share in the
Gujarat service area. For the same period, ApGR market
share was over 20% in the Haryana, Kolkata, Maharashtra,
Delhi and Uttar Pradesh (West) service areas.

On a reported basis, your Company has 192.8 Mn
subscribers as of March 31, 2026, of which 128.9 Mn
are 4G/5G 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 personalisation
at a large scale. This also enables to upgrade voice only
customers to users of data services and a large array of
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 personalised 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.

Your Company has mid band 5G spectrum (3300 MHz
band) in 17 key service areas and mmWave 5G spectrum
(26 GHz band) in 16 service areas.

Your Company, thus, has a competitive portfolio of
spectrum across all bands in all the key circles. This
large spectrum portfolio enables a superior experience
to the customers, as your Company has the highest 4G
spectrum available per Mn 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 provide new opportunities for business growth.

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

Circle

 

Spectrum Frequencies (MHz)

   

Total FDD
x2 + TDD

 

FDD

   

TDD

 

900

1800

2100

2300

2500

3300

26000

Andhra Pradesh

7.4

10.0

5.0

-

20.0

50

200

314.8

Bihar

-

13.4

5.0

-

20.0

50

-

106.8

Delhi

10.0

10.6

5.0

-

20.0

50

200

321.2

Gujarat

11.0

20.8

10.0

-

30.0

50

450

613.6

Haryana

12.2

15.8

15.0

-

20.0

50

400

556.0

Karnataka

7.2

15.0

10.0

-

-

50

200

314.4

Kerala

12.4

20.0

10.0

10.0

20.0

50

800

964.8

Kolkata

7.2

15.0

10.0

-

20.0

50

200

334.4

Madhya Pradesh

7.4

19.8

5.0

10.0

20.0

50

400

544.4

Maharashtra

14.0

12.4

15.0

10.0

30.0

50

400

572.8

Mumbai

11.0

10.2

10.0

-

20.0

50

200

332.4

Punjab

6.8

15.0

10.0

-

20.0

50

300

433.6

Rajasthan

6.8

10.0

15.0

-

20.0

50

300

433.6

Tamil Nadu

7.4

11.4

15.0

-

-

50

300

417.6

Uttar Pradesh (East)

6.8

10.0

20.0

-

20.0

50

250

393.6

Uttar Pradesh (West)

10.0

15.0

10.0

-

20.0

50

350

490.0

West Bengal

6.8

21.6

5.0

-

20.0

50

400

536.8

Priority Circles

144.4

246.0

175.0

30.0

320.0

850.0

5,350.0

7,680.8

Assam

-

25.0

5.0

-

20.0

-

-

80.0

Himachal Pradesh

-

11.2

5.0

-

10.0

-

-

42.4

Jammu & Kashmir

-

17.0

5.0

-

10.0

-

-

54.0

North East

-

25.8

5.0

-

20.0

-

-

81.6

Odisha

5.0

17.0

5.0

-

20.0

-

-

74.0

Other Circles

5.0

96.0

25.0

-

80.0

-

-

332.0

Total Liberalised Spectrum

149.4

342.0

200.0

30.0

400.0

850.0

5,350.0

8,012.8

Non-Liberalised Spectrum

 

8.8

         

17.6

Grand Total

149.4

350.8

200.0

30.0

400.0

850.0

5,350.0

8,030.4

 

3. Extensive Network Infrastructure and Coverage

Your Company has a strong network footprint across
the country which enables it to offer comprehensive
consumer offerings as well as have substantial capacity
spectrum to address the growing data demand. Your
Company has a large network infrastructure of 2G,
4G and 5G equipment, along with a nationwide Fiber
Optic Cable (OFC) network. As of March 31, 2026,

your Company operates approximately 207,000
unique tower locations across more than 487,000
towns and villages in India, and offer broadband
services (4G and 5G) at more than 566,000 broadband
(4G and 5G) units, covering over a billion people. Your
Company's 4G population coverage increased to over
1.1 billion Indians i.e. over 86% of population, as of
March 31, 2026. Your Company provide VoLTE services
and Voice over Wi-Fi (“VoWiFi”) services throughout India.

Your Company has OFC spanning over 350,000
kilometers, combining both own infrastructure and IRUs
taken (excluding overlaps). Your Company continues
to focus on enhancing its 4G and 5G infrastructure.
During the year, 17,300 new unique broadband towers
were added. The total unique broadband towers count
now stands at over 202,000. 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 selected sites to improve customer
experience in dense areas. Your Company also deploys
Dynamic Spectrum Re-farming (DSR), High Power Small
Cell (HPSC), Massive MIMO and Small Cells to maximize
spectrum efficiency. During the year, your Company
worked towards building 5G infrastructure.

4. Power Brand

FY26 marked a pivotal phase in your Company's brand
journey. The Company entered the year amidst negative
public sentiment and regulatory overhang, which
impacted consumer perception and raised concerns
around its ability to deliver superior connectivity and
value.

Defying these challenges, your Company delivered
a strong turnaround driven by accelerated network
expansion, proactive communication of improved
network performance and coverage, phased 5G
rollout across key urban markets, and the launch of
differentiated product propositions. Additionally, the
Government of India and the Hon'ble Supreme Court's
judgment on AGR dues provided a critical external
impetus, enabling the Company to build a more
positive narrative. These efforts collectively resulted in
a significant improvement in social media sentiment,
along with gains in spontaneous awareness and brand
consideration metrics.

The network capex cycle initiated post-FPO gained
further momentum during the year. During the IPL
season, your Company communicated its enhanced
network capabilities through the “1 Lakh Towers in
6 Months" campaign across television and digital
platforms, receiving strong positive engagement
from customers. This was complemented by targeted
offerings such as JioHotstar packs aimed at upgrading
customers to higher-value plans.

During FY26, your Company rolled out 5G services
in key urban markets in a phased manner, enabling
enhanced customer experience and optimal utilization
of spectrum across technologies. With increasing
penetration of 5G-enabled devices, this rollout
strengthens the Company's ability to drive both customer
acquisition and retention. Communication around 5G
availability was executed through a mix of social media,
point-of-sale branding and geo-targeted digital
campaigns.

Your Company continued to build differentiation through
innovative and industry-first product offerings. The
‘Vi Non-Stop Hero' proposition launched earlier
in select circles, witnessed strong adoption and
was scaled Pan-India during the year. This offering
provides truly unlimited data across 4G and 5G
networks and has been widely adopted by high-usage
data customers. A large-scale ATL campaign during
August - September 2025, executed in partnership with
Google Vertex AI for contextualized communication,
significantly enhanced brand recall and engagement.
Influencer-led amplification further strengthened reach,
generating over 25 Mn organic views.

Your Company also continued to strengthen its
premium postpaid portfolio. Customers benefit from
uninterrupted premium entertainment through Netflix
family plans and a comprehensive suite of benefits under
the RedX portfolio. The Company remains committed
to enhancing customer experience by continuously
enriching its value propositions.

Tapping into the growing experience economy, your
Company partnered with Netflix to create a unique,
curated experience around the launch of the highly
anticipated series ‘Stranger Things Season 5' for
its postpaid customers across key cities. This
telco-exclusive initiative drove strong engagement,
generated significant user-led social media content, and
reinforced the linkage between premium entertainment
and the Company's product offerings.

At the India Mobile Congress 2025, your Company
showcased a range of Al-led use cases aligned with
national initiatives such as Skill India. Demonstrations
across sectors including fashion, automotive, MSMEs
and fraud prevention received strong interest from

government stakeholders, industry participants, media
and visitors. These initiatives reinforced the Company's
vision of leveraging technology to drive innovation
across business, employment and public services.

In FY26, your Company announced its partnership
with the Chennai Super Kings, representing a strong
alignment of shared values - passion, performance and
resilience. This association aims to deepen consumer
engagement, strengthen cultural relevance and
enhanced the overall brand experience for customers.

During the year, your Company's marketing initiatives
received global recognition, including Bronze awards
at the Cannes Lions International Festival of Creativity
and the London International Awards for the ‘Vi Number
Rakshak' campaign launched during the Kumbh Mela.
This initiative enabled pilgrims, particularly those
without mobile devices, to carry bracelets engraved with
emergency contact details, facilitating reunification with
families and addressing a real-world challenge through
connectivity.

As the network continues to strengthen, your Company
will continue to build on the pillars of functional salience,
emotional connection, digital engagement, youth
connect and product innovation to drive sustained brand
differentiation in the Indian telecom sector.

OVERVIEW OF KEY STRATEGIC INITIATIVES

Your Company tracks performance across seven Key
Performance Indicators (KPIs):

-    Revenue

-    Cash EBITDA

-    Subscribers and net addition

-    4G/5G broadband subscribers

-    ARPU

-    Broadband site addition and

-    Data usage

Collectively, these parameters provide a comprehensive
view of operational and financial progress of your Company.
Your Company has committed to a sustained customer
addition, double-digit revenue growth, and a tripling of
Cash EBITDA over the next three years i.e. by FY29. As of
March 31, 2026, all seven of these parameters have been

improving directionally. The net subscriber additions have
turned positive in February 2026 marking a meaningful
inflection in the business trajectory. The strategic initiatives
described below are the primary drivers of this improving
performance and your Company's growth ambitions in FY29.

1.    17-5-5 Network Play

FY26 marked a decisive acceleration in your Company's
network investment cycle. Building on the three-year
investment contracts signed with Nokia, Ericsson, and
Samsung in September 2024, the pace of deployment
stepped up meaningfully. Over the period of last
18 months since March 2026, your Company has
deployed over ' 16,000 Cr towards network investment.
It further planned an investment of ' 45,000 Cr
between FY27 and FY29 to expand the 4G coverage
and 5G services. This planned investment will contribute
towards bridging the 4G coverage gap with your
Company's competitors in 17 key circles. These key
circles contribute to over 99% of your Company's
revenue. Your Company also aims to bring 4G coverage
to all national highways, key state highways, airports
and place of tourists' interest in the remaining 5
circles. Lastly, your Company aims to provide seamless
5G coverage to all urban areas. With your Company's
planned investments, the 4G population coverage in
the 17 key circles is expected to increase to over 95%.

Your Company holds highest 4G spectrum per Mn
subs amongst the 3 private operators and competitive
5G spectrum in its 17 key circles, which allows to
offer superior experience to customers as well as to
effectively utilize the spectrum across existing and
emerging technologies.

As of March 31, 2026, the total broadband site count
increased to over 566,000 from over 494,500 in
March 2025. Your Company has committed substantial
capital to build a network infrastructure capable of
competing with the best in the country. This pace of
network roll-out reinforces your Company's focus to
superior customer experience through enhanced indoor
coverage, in addition to adding more sites to expand
its capacity.

These early investments have significantly enhanced
network coverage and capacity, resulting in a better

customer experience. 4G population coverage
expanded by over 48 Mn, reaching over 86%, up
from ~83% in March 2025. Simultaneously, 4G data
capacity increased by over 12% for the same time
period. This marks just the beginning of a broader
investment cycle. Consequently, your Company is
observing a notable slowdown in subscriber losses.
Most significantly, the subscriber addition turned net
positive since February 2026, a meaningful milestone
that reflects the impact of your Company's sustained
network investment. Your Company is confident that
this positive trend will continue with sustained pace
of capex deployment. Moreover, the phased expansion
of 5G services is expected to further strengthen
subscriber acquisition, upgrade and retention.

Your Company initiated the rollout of 5G in March
2025 and as of May 2026, 5G services are available
in over 80 cities. Your Company has the advantage of
having latest 4G equipment and technologies which
are capable to upgrade to 5G. 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.

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 to deliver an enhanced customer experience.

2. Brand Reappraisal for subscriber growth

Your Company entered into a strategic partnership
with Chennai Super Kings (CSK) as their official
communications partner, giving it strong salience
during the T20 cricket league. This partnership
also represents a powerful combination of shared
values - passion, performance and resilience.
Together, the two brands are bringing fans closer
to the game, celebrating the sport and delivering

seamless connectivity that enhances every moment of
the cricketing journey. This partnership represents the
brand's commitment to deepening its connection with
India's social and cultural fabric. Your Company is also
running campaigns designed around this partnership
called ‘Vi 5G fanfest' offering the Company's subscribers
in-stadium and digital interactive experiences, such
as meet-and-greets, signed merchandise, and ticket
opportunities.

To complement its extensive network upgrades and
capitalize on the T20 cricket league, your Company
launched the marketing campaigns aimed at increasing
consumer awareness about the marked improvement
in network performance.

During the year, your Company also launched various
campaigns to reinforce its non-stop data experience
proposition, build network credentials and reinforce
the tangible progress of its investment cycle. Some of
these campaigns are:

•    Non-Stop Hero “Top-Up ke Pop-Ups" campaign
-A large-scale digital and film-led campaign.

•    ‘Added 1 Lakh Towers in 6 Months' campaign
during the last IPL season on Connected TV and
Digital platforms.

•    Your Company and Netflix entered into a
high-impact partnership to build engagement
through limited edition SIM kits and merchandise
with customers who are fans of the popular series
‘The Stranger Things'.

•    Your Company's ‘The Number Rakshak' campaign
which helped in reuniting the pilgrims with their
families during the Mahakumbh 2025 was widely
recognized and won a prestigious Cannes Lions
award for Cultural Engagement and ‘Outstanding
Campaign' at ET Digi plus Awards.

•    Your Company also bagged accolades at Afaqs for
Best Use of Influencers on Instagram as part of the
‘Vi Data Guarantee' campaign and for impactful
prepaid influencer marketing for the ‘Super Hero'
and ‘Non-Stop Hero' plans.

•    Launched local campaigns in cities where 5G was
launched.

During the year, multiple new propositions were
introduced across consumer segments:

•    REDX Family Plan extended the premium REDX
proposition to multi-member households to drive
retention and consolidation of high-value users.

•    Launched new premiumized offerings of Non-Stop
Hero Bundled with Vi MTV & JioHotstar.

•    Monsoon Magic on Vi App to increase app
penetration and drive sustained engagement
through gamified experiences.

•    Your Company launched India's first
recharge-linked handset theft & loss insurance
plan for prepaid customers, providing protection
as an added value benefit to customers.

•    The Big Diwali Sale on the Vi App focused on
exclusive app-first offers, to strengthen Vi App as
a primary customer interaction channel.

•    Your Company also collaborated with Niyo Forex
to offer forex and international payment benefits,
enhancing Vi's relevance for international travelers.

3. Capitalizing on ARPU Growth levers

As your Company entered FY26, network investments
began to materially reflect on the ground. Building on
this momentum, the Company focused on scaling its
premium product portfolio to drive a healthier subscriber
mix and enhance ARPU growth.

The ‘Vi Non-Stop Hero' proposition is now available
Pan-India, which offers truly unlimited data across both
4G and 5G networks. A large-scale marketing campaign
across television and digital platforms positioned the
product as a “Full-month unlimited data, no daily
quota" offering. The campaign was further amplified
through influencer-led storytelling and contextual
creative deployment in partnership with Google Vertex
AI, driving strong awareness and consideration. This
initiative contributed meaningfully to ARPU growth and
high-value subscriber retention on network. ‘Non¬
Stop Hero', has been recording a sequential growth
of over 25% for last three quarters and contributes to
over 10% of the total prepaid base since its launch in
January 2025.

To further enhance customer convenience and loyalty,
your Company introduced long-validity plans and
bundled OTT offerings with Non-Stop Hero, thereby
increasing the overall value proposition and adoption
among target base.

To drive higher customer retention, your Company
continued building on the success of the ‘Vi Guarantee'
program launched in the previous Financial Year—which
offered 130 GB of additional data to prepaid users—
your Company introduced ‘Vi Guarantee 2.0' targeting
price-sensitive 2G customers. This initiative provided
additional validity benefits through voice-only plans,
offering 2 extra days per recharge over a 12-month
period. The program saw adoption from over 5 Mn users
and contributed to improved customer continuity and
gradual ARPU upgrades.

The postpaid business continued to demonstrate strong
performance with consistent growth in the subscriber
base across both M2M and individual segments. Growth
was driven by differentiated product propositions,
enhanced customer engagement, improved service
experience and strong execution.

Your Company also strengthened customer engagement
through partnerships, including collaborations with
Netflix for themed experiences and merchandise around
popular content.

To further grow ARPU through product premiumization,
your Company expanded its ‘Vi Max Limitless' postpaid
data plans across multiple circles, offering truly unlimited
high-speed data along with premium entertainment
benefits. Additionally, the Company strengthened its
family plan portfolio through the launch of ‘Vi Max Family
Plans' and ‘REDX Family Plans', offering enhanced data
benefits, OTT bundles and attractive pricing. Notably,
the REDX Family Plan extends premium benefits to all
add-on connections, making it a differentiated offering
in the market.

Your Company has further enhanced International
roaming services portfolio with coverage expanded
to over 160 countries. The Company continues to
differentiate itself by offering unlimited data and
voice benefits across multiple destinations. Additional
enhancements include discounted roaming packs for
add-on family members and partnerships with players

such as Niyo Forex to enable seamless international
payments and forex solutions. Strategic partnerships
with MakeMyTrip further enhanced the proposition's
reach and value for frequent international travelers.
These enhancements aim to address key travel
concerns and provide a comprehensive and worry-free
international travel experience for Vi customers.

India's first recharge-linked handset theft and loss
insurance plan: Continuing its focus on innovation,
your Company introduced recharge-linked handset
protection for prepaid users, offering coverage of up to
' 25,000 in case of device loss or theft. This solution
is developed in partnership with Aditya Birla Health
Insurance Company Limited and simplifies the claim
process through a digital-first approach, reducing
paperwork and improving turnaround time.

Your Company launched ‘Easy+' a unique corporate
postpaid proposition that allows users to purchase
add-ons like international roaming, OTT subscriptions,
and data packs directly through the Vi App—bringing
unmatched flexibility to corporate users. Easy +
expanded its offerings with new features like Vi Shop,
Vi MTV and addition of personal loan. It also expanded
to an omnichannel experience with the launch of its
website.

4. Service as a differentiator

Operating in a highly competitive telecom environment
marked by rising customer expectations, complex
service journeys and increasing assisted-channel
dependency, your Company recognized that incremental,
function-specific improvements were necessary to
deliver sustained experience transformation.

a. Gaining competitive EDGE through service
differentiation

The initiative was conceptualized as a strategic,
organization-wide customer experience
transformation initiative aimed at restoring
and strengthening customer trust through
consistent, differentiated service delivery. Since
implementation, the initiative has delivered
measurable improvements across key customer
experience indicators.

    Interactions @ 50% (i@50%): This initiative
aims to empower customers with faster service
by reducing assisted interactions by 50% at
touchpoints. It has delivered a 42% reduction in
assisted customer complaints since launch to end
of FY26.

    Zero Interaction Complaints (ZIC): This
initiative aims to eliminate repeat contact for
same issue through Zero Interaction Complaints.
It has resulted in reduction in interaction-related
complaints by 74% across all touch points since
launch till end of FY26.

These outcomes have significantly reduced customer
effort while strengthening trust, satisfaction and digital
adoption. Driving with EDGE (Every Day Great Execution)
positions, your Company is strongly creating a scalable,
AI insight-driven customer experience engine for future,
that continuously reduces customer pain while building
long-term trust and loyalty..

b. Digital Initiatives

Initiatives have been deployed and consistently
enhanced to meet the evolving customer needs.
Few key initiatives during FY26 include:

    Conversation voice bot for Post Paid
Collections:
New intents and enhancements
deployed on humanoid voice bot ViNi, which
is capable to have human like conversations
with customers in 5 languages. It provides real
time information to customers through multiple
integration of AI systems with CRM, billing
systems, analytics and dialer technologies.

    Availability of Vernacular Chat bot services:

In addition to English & Hindi, Vernacular chat
services were deployed to expand service reach
to customers with vernacular needs. Chat services
made available on Vi App, website and WhatsApp
in Bangla, Telugu, Tamil, Gujarati & Marathi
languages.

    Conversational voice bot for Prepaid MNP
retention:
Humanoid voice Bot ViNi deployed for
retaining prepaid MNP customers. This helped in
reaching out to customers who were not part of

manual tele-calling cohorts. This bot is available in
4 languages and is able to retain customers who
were engaged through any tele-calling initiatives.

    Email Bot: Your Company upgraded from an
NLP platform for a Gen AI powered solution to
respond to customer's emails. The email bot
understands the email's topic, analyses context
and automatically performs required set of actions.
With email bot, your Company will be able to
facilitate assisted response from agents, improve
agent productivity and ensure faster response to
customers.

    Auto UPI: Auto UPI registration on Digital assets
was encouraged by your Company through multiple
campaigns and an easy-to-configure process.
It helped seamless payment from customer's
account every month without any hassle of
remembering payment dates.

    Digital Handholding & Adoption: New

customer journeys have been consistently added
to the Digital assets and 80% of service requests
and complaints get registered digitally. This has
helped reduce the customers need to contact call
centre or visit stores.

    Dynamic IVR (Prepaid): Your Company is
continuously developing the IVR menu basis
customer preferences and ease of navigation to
improve IVR containment rate of 95% with only
5% of IVR calls requiring agent assistance. This
has helped reduce call centre volume and service
costs.

    Big Data, Advanced Analytics (Artificial
Intelligence & Data Science) and Business
Intelligence Edge:
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 built within AWS Sage maker platform.
These massive data points are utilized by in-house
AI/ML models to build next best recommendation
engines, product and churn propensities, customer
upgrades, price elasticity and other such predictive
engines that allows your Company 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 your Company 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
gaining maturity, your Company is now being
able to effectively deliver 2-5% incremental lift in
revenue generation or cost savings.

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

During the course of the year, your Company
experimented extensively with the use of
generative AI to create fast, scalable and curated
video content - some of which were commercially
deployed in mainstream media with great effect
and popular reception.

To enhance customer safety, your Company also
launched an AI/ML-powered spam management
solution - ‘Vi Protect'. It 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

strengthens safeguard against spam voice calls
and simplifies spam complaint filing through
the app. It also proactively educates users on
identifying phishing attempts, reinforcing a
secure and trusted mobile experience. Vi Protect
initiatives have now categorized nearly 2 billion
calls and SMSs as suspected spam this quarter.
Additionally, your Company is currently blocking
250,000 domains as SPAM to secure its network.

Alongside, your Company continues to 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 door step delivery and digital
KYC processes, serviced through its dedicated
delivery partners as well as own stores.

These strategic initiatives reaffirm your Company's
commitment to delivering customer-centric
innovation, addressing real-world needs, and
leading the way in enhancing mobile connectivity
and service experience.

5. Enterprise Business

During the year, Vi Business continued to advance its
strategic pivot towards a technology-led enterprise
solutions model, strengthening its integrated portfolio
to address the evolving digital and connectivity needs
of businesses. The Company is focused on delivering
differentiated solutions across cloud solutions, fixed
connectivity, unified communications, IoT and enterprise
mobility, while progressively expanding into high-growth
digital domains.

To support growing enterprise demand, Vi Business
continued to enhance its core through strategic
investments a total of 6Tbps network capacity added
in FY 25-26 to the Dedicated Enterprise Corridor
developed across key cities including Mumbai, Pune,
Bengaluru, Hyderabad, and Chennai, addressing the
exponential rise in enterprise data consumption across
data centers, NLD thus enhancing scalability, resilience
and high-speed connectivity for enterprise 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 your Company to better meet
the evolving needs of enterprise customers. Vi Business
further strengthened enterprise self-service capabilities
through platforms such as Vi Business Assist, enabling
simplified account management and enhanced
customer experience.

In addition, Vi Business achieved the globally recognized
TL 9000 certification, underscoring its continued focus
on delivering high-quality operations and services
aligned with international telecom quality standards.

Vi Business is expanding its enterprise partnerships and
solution ecosystem, aimed at accelerating industry-
specific digital adoption across sectors such as
manufacturing, BFSI, IT & ITeS, utilities and logistics.
Through these innovations, Vi Business continues to
strengthen its position as a trusted enterprise partner,
enabling organizations to build resilient, connected and
future-ready operations. Some key highlights are listed
below:

    Cloud & Collaboration: Vi Business collaborated
with Google to offer an exclusive discount on
Google Workspace for the Company's SME
customer base.

    Contact Center as a Service (CCaaS):

AI-powered CCaaS solution launched in partnership
with Genesys last quarter continues to expand
rapidly across key verticals including BFSI, BPO,
Manufacturing, and Consulting.

    Smart Metering at Scale: Smart Metering
solutions backed by a strong Government push

for digital and energy reforms have enabled
accelerated roll outs and ecosystem readiness.
Vi Business plans to deploy 12 Mn solutions in
next 3 years, positioning the Company as a key
enabler in India's smart energy transition.

Innovation Lab: In collaboration with AWS and
C-DOT, Vi Business launched ‘IoT Innovation Lab'
in September 2025. This initiative empowers
IoT innovations across sectors like automotive,
manufacturing and connected infrastructure.
It also serves as a co-creation hub where
concepts are rapidly tested, validated and scaled.

New Launches & Partnerships:

Vi Business strengthened its ecosystem through
strategic partnerships and continued to expand its
portfolio with next-generation digital and enterprise
solutions. In partnership with Hewlett Packard
Enterprise (HPE), Vi Business expanded its managed
wireless LAN portfolio powered by HPE Aruba
Networking. Vi Business deepened its collaboration
with Google Workspace, bundling deployment,
migration, and managed services to enhance enterprise
productivity. Easy+, the industry first feature in
enterprise mobility was enhanced with metro ticketing
integration and instant personal loans, thus, improving
everyday convenience and expanding value-added
services for customers.

Future ready capabilities with IoT:

Vi Business witnessed strong business momentum in
IoT segment across key solution areas and continued
to drive innovation through collaborative platforms and
ecosystem initiatives. Your Company also launched the
IoT Innovation Lab, India's first telco-led co-creation
platform for IoT solutions enabling rapid prototyping,
testing, and scaling. The lab is emerging as a key hub
for interoperability, certification, and development of
future-ready enterprise use cases.

Vi Business continued to drive growth in IoT
through advanced e-SIM capabilities, device lifecycle
management systems, smart infrastructure solutions

and scalable IoT platforms. Advanced Metering
Infrastructure (AMI) emerged as a key growth driver,
supported by strong government initiatives in digital
and energy transformation, enabling accelerated
rollouts and ecosystem readiness.

Marketing & industry initiatives and
engagements:

At India Mobile Congress (IMC) 2025, Vi Business
demonstrated its leadership in enterprise digital
transformation by displaying cutting edge enterprise
solutions that were powered by AI and centered
on Security. Other key launches at the event were
AI powered managed Wi-Fi solutions, Secured Hybrid
SD-WAN application in Robotics, AI powered CCaaS,
VR experience of IoT Labs, AI powered platform for
proactive diagnosis of IoT devices, multi-cloud services,
Autonomous Security Operations Centre (SOC).

Vi Business continued to strengthen its leadership in
the MSME segment through its flagship digital advisory
initiative recognized as ‘India's largest Digital Advisory
for MSMEs'. The fourth edition of ‘MSME Ready for
Next' (RFN) 2025 reached over 200,000 MSMEs across
16 industries, providing digital maturity assessments,
sector-specific insights, and tailored recommendations.
The program also delivered insights through the MSME
Growth Insights Study 2025, reinforcing Vi Business's
role as a trusted digital transformation partner for
MSMEs.

As part of its thought-leadership agenda, Vi Business
conducted multiple high-impact CXO engagements
focused on AI-led transformation and next-generation
customer experience. A flagship Vi Business Confluence
forum was hosted in partnership with HPE to deliberate
on the impact of AI on enterprise networks and the
strategic implications for future-ready enterprises. Vi
Business also co-hosted an exclusive CXO engagement
in Delhi with Genesys, centered on AI-enabled customer
experience.

‘Vi Tee Walk 2026' i.e. Vi Business annual flagship CXO
golf event brought together 200+ industry leaders
across Delhi, Mumbai and Bangalore. In partnership
with CNBC TV18, Vi Tee Walk Executive Turf leadership

series in its third season featured leading voices across
industries, discussing enterprise critical themes around
Al-led enterprise transformation and customer privacy
in a zero-trust world, highlighting the shift from intent
to execution in digital adoption.

On the back of these strategic initiatives, your
Company reported annual revenue and EBITDA
(pre-IndAS-116) growth for the fourth consecutive
year despite significantly lower investments vis-a-vis
competition; clearly reflecting its ability to execute
and compete effectively in this market. Your Company
reported 19 quarters of sequential growth in ARPU.
All of this is possible as your Company is following
its well-defined strategy while remaining focused on
providing great data and voice experience by building
a differentiated digital experience and adding several
digital offerings.

This year has been eventful for your Company as
following the Supreme Court's direction permitting the
Government to reassess your Company's AGR liabilities,
a DoT-constituted committee completed its review and
communicated its determination on April 30, 2026. Your
Company's AGR dues have been finalised at ' 64,046 Cr
as of December 31, 2025 — a reduction from the earlier
frozen figure of ' 87,695 Cr. The structured repayment
schedule provides significant long-term clarity for the
cashflows, which is as under:

•    ' 124 Cr paid for the year ending March'26;

•    Additionally, ' 124 Cr to be paid annually over next
5 years i.e. March'27 to March'31;

•    Minimum ' 100 Cr to be paid annually over 4 years
i.e. March' 2032 to March' 2035;

•    Remaining amount to be paid in six equal
instalments annually from March' 2036 to
March' 2041.

Consequently, your Company has recognised a
one-time accounting gain primarily driven by AGR
re-assessment and recognition of present value of
future payments of AGR. This development meaningfully
improves your Company's balance sheet and provides a
definitive conclusion to the AGR matter.

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 (‘the Act') read with Companies (Accounts) Rules, 2014
(as amended).

The standalone and consolidated financial highlights of your
Company for the Financial Year ended March 31, 2026 are
summarised as follows:

Particulars

Standalone

Consolidated

 

2025-26

2024-25

2025-26

2024-25

Income from sale of goods

44,340

43,045

44,789

43,456

and services

       

Other operating income

45

112

84

116

Other income

564

1,026

541

1,020

Total income

44,949

44,183

45,414

44,592

Expenses

26,317

25,826

25,870

25,446

EBITDA

18,632

18,357

19,544

19,146

Depreciation and

21,509

21,411

22,108

21,973

amortisation

       

EBIT

(2,877)

(3,054)

(2,564)

(2,827)

Finance cost

21,325

24,530

21,495

24,543

EBT

(24,202)

(27,584)

(24,059)

(27,370)

Exceptional items (net)

58,684

142

58,607

-

Share of JV/Associates

-

-

-*

2

Profit / (Loss) before tax

34,482

(27,442)

34,548

(27,368)

Taxes

-

-

(4)

16

Profit/(Loss) after Tax

34,482

(27,442)

34,552

(27,384)

*Numbers are below one Crore under the rounding off convention adopted by
the Group and accordingly not reported.

Standalone revenue of your Company stood at ' 44,385 Cr,
an increase of 2.8% over previous year. The EBITDA stood at
' 18,632 Cr, registering an increase of 1.5% over the previous
year. The profits after tax of the Company for the Financial
Year 2025-26 stood at ' 34,482 Cr, vis-a-vis loss after tax
of ' 27,442 Cr, for the previous year.

On a consolidated basis, the revenue of your Company stood
at ' 44,873 Cr, an increase of 3% over the previous year.
The EBITDA stood at ' 19,544 Cr registering an increase
of 2.1% over the previous year. The profit after tax of the
Company stood at ' 34,552 Cr for the Financial Year 2025-26
vis-a-vis a loss after tax of ' 27,384 Cr for the previous year.

Discussions on consolidated financial results

Revenue: For the Financial Year ending March 31, 2026,
your Company recorded a revenue from operations of
' 44,873 Cr, reflecting an increase of ' 1,301 Cr over
' 43,572 Cr reported for the Financial Year ended
March 31, 2025, primarily due to improved subscriber mix
and 4G/5G subscriber additions.

Other income comprising mainly of interest income decreased
by ' 479 Cr from ' 1,020 Cr for the Financial Year ended
March 31, 2025 to ' 541 Cr for the Financial Year ended
March 31, 2026. The decrease was primarily due to decrease
in interest income on FDs.

Operating expenses: Total operating expenditure increased
by ' 424 Cr from ' 25,446 Cr for the Financial Year ended
March 31, 2025 to ' 25,870 Cr for Financial Year ended
March 31, 2026.

Employee benefit expenses: Employee benefit expenses
increased by ' 105 Cr from ' 2,232 Cr for the Financial Year
ended March 31, 2025 to ' 2,337 Cr for the Financial Year
ended March 31, 2026, primarily due to increments in salary
during the year offset by decrease in headcount.

Network expense and IT outsourcing cost: Network
expense and IT outsourcing cost decreased by ' 21 Cr from
' 9,439 Cr for the Financial Year ended March 31, 2025 to
' 9,418 Cr for the Financial Year ended March 31, 2026
primarily due to decrease in Repairs and Maintenance - plant
and machinery ' 98 Cr and IT outsourcing cost ' 72 Cr offset
by increase in power & fuel expenses ' 107 Cr.

License fees and spectrum usage charges: License fees
and spectrum usage charges increased by ' 155 Cr from
' 3,696 Cr for the Financial Year ended March 31, 2025 to
' 3,851 Cr for the Financial Year ended March 31, 2026
broadly in line with increase in revenue.

Roaming and access charges: Roaming and access
charges decreased by ' 96 Cr from ' 4,597 Cr for the
Financial Year ended March 31, 2025 to ' 4,501 Cr for the
Financial Year ended March 31, 2026, primarily on account
of reduction in access charges due to decrease in count of
SMS termination.

Subscriber acquisition and servicing expenditure:

Subscriber acquisition and servicing expenditure increased
by ' 83 Cr from ' 4,092 Cr for the Financial Year ended

March 31, 2025 to ' 4,175 Cr for the Financial Year ended
March 31, 2026 primarily on account of higher amortisation
of contract cost capitalised based on assessment of customer
life cycle.

Advertisement, business promotion expenditure
and content cost:
Advertisement, business promotion
expenditure and content cost increased by ' 43 Cr from
' 500 Cr for the Financial Year ended March 31, 2025 to
' 543 Cr for the Financial Year ended March 31, 2026
primarily due to increase in content cost.

Other expenses: Other expenses increased by ' 151 Cr
from ' 888 Cr for the Financial Year ended March 31, 2025 to
' 1,039 Cr for the Financial Year ended March 31, 2026
primarily due to higher provision of doubtful debts and
advances.

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 ' 398 Cr from ' 19,146 Cr
for the Financial Year ended March 31, 2025 to ' 19,544 Cr
for the Financial Year ended March 31, 2026. EBITDA as a
percentage of Total Income increased to 43.04% for the
Financial Year ended March 31, 2026, compared to 42.94%
for the Financial Year ended March 31, 2025.

Depreciation, amortisation, finance costs and
exceptional gain:
The depreciation charge for the year has
decreased by ' 218 Cr from ' 13,393 Cr for the Financial
Year ended March 31, 2025 to ' 13,175 Cr for the Financial
Year ended March 31, 2026. The amortisation charge for
the year has increased by ' 353 Cr from ' 8,580 Cr for the

Financial Yearr ended March 31, 2025 to ' 8,933 Cr for the
Financial Year ended March 31, 2026.

Finance Cost for the Financial Year ended March 31,
2026 decreased by ' 3,048 Cr from ' 24,543 Cr for the
Financial Year ended March 31, 2025 to ' 21,495 Cr for
the Financial Year ended March 31, 2026, due to decrease
in spectrum interest due to payment via equity conversion
and modification of Deferred Payment Obligation
towards AGR.

Exceptional gain for the Financial Year ended March 31, 2026
is ' 58,607 Cr primarily due to reduction of deferred payment
obligation related to AGR including discounting impact.

Profits before and after taxes: The profit before tax
for the Financial Year ended March 31, 2026 stood at
' 34,548 Cr as compared to a loss before tax of ' 27,368 Cr
for the Financial Year ended March 31, 2025. The profit after
tax for the Financial Year ended March 31, 2026 stood at
' 34,552 Cr as compared to a loss after tax of ' 27,384 Cr
for the Financial Year ended March 31, 2025.

Capital expenditure: During the Financial Year 2025-26,
capital expenditure (including capital advances and excluding
RoU assets and spectrum) incurred was ' 8,217 Cr. In
addition, ' 363 Cr was incurred towards bandwidth.

Balance sheet:

•    The gross and net block of property, plant and equipment
and intangible assets (including capital work in progress
and intangible assets under development) stood at
' 3,64,769 Cr and ' 1,58,360 Cr respectively.

•    Financial assets (non-current & current) decreased by
' 6,928 Cr from ' 20,222 Cr to ' 13,294 Cr primarily
due to decrease in fixed deposit with banks including
margin money.

•    Other assets (non-current & current) increased by
' 1,867 Cr from ' 18,100 Cr to ' 19,967 Cr primarily
due to reversal of certain provisions.

•    Deferred tax assets as at March 31, 2026 stood at
' 17 Cr.

•    The paid-up equity share capital of the Company
increased by ' 36,950 Cr during the year due to issuance
of 36,95,00,00,000 equity shares of face value of

' 10/- each per equity share to DoT towards conversion
of spectrum dues.

•    Other Equity:

The Group's Other Equity decreased from
(' 1,41,713) Cr as of March 31, 2025 to
(' 1,44,101) Cr as of March 31, 2026 mainly due to:

a.    Conversion of Government of India loan amounting
to ' 36,950 Cr, disclosed as share application
amount pending allotment last year, now upon
allotment of shares have been classified as Equity
Share Capital.

b.    Profit for the year amounting to ' 34,552 Cr.

•    As on March 31, 2026, the total equity stood at
(' 35,758) Cr as compared to (' 70,320) Cr as on
March 31, 2025.

•    Long term and short-term borrowings decreased by
' 46,841 Cr and stood at ' 1,49,455 Cr as on
March 31, 2026 primarily due to reduction of deferred
payment obligation related to AGR including discounting
impact.

•    Other financial liabilities (non-current and current)
increased by ' 8,997 Cr and stood at ' 71,623 Cr for
the Financial Year ended March 31, 2026 primarily
due to increase in interest accrued but not
due on deferred payment obligations and lease
liabilities.

•    Non-current and other current liabilities and provisions
decreased by ' 2,938 Cr and stood at ' 6,310 Cr for
the Financial Year ended March 31, 2026 mainly due to
decrease in taxes, regulatory and statutory liabilities.

•    Deferred tax liability stood at March 31, 2026 at
' 8 Cr.

Cash Flow Statement:

The cash generated from operations of ' 19,411 Cr,
proceeds from issue of NCDs ' 3,271 Cr, maturities of
FDs ' 4,551 Cr, interest received ' 820 Cr, proceeds from
sale of PPE and intangible assets ' 165 Cr, which were

mainly used for purchase of PPE and intangible assets
' 10,979 Cr, payment of lease liability ' 10,223 Cr, repayment
of long-term borrowings ' 1,600 Cr, payment of interest and
finance charges ' 2,780 Cr, payment of deferred payment
obligation towards spectrum ' 589 Cr and pursuant to AGR
Judgement ' 124 Cr, purchase of current investments ' 72 Cr
and payment of share issue expenses ' 2 Cr.

Consequently, cash and cash equivalents as at
March 31, 2026 stood at ' 2,106 Cr.

Significant changes in key financial ratios based on
standalone financials

The key financial ratios are as under:

Particulars

Financial Year
2025-26 2024-25

Debtors turnover ratio (number of days)1

16

17

Current ratio2

0.61

0.82

Debt equity ratio3

(4.14)

(2.81)

Debt service coverage ratio (DSCR)4

0.41

0.38

Interest service coverage ratio (ISCR)5

0.45

0.41

Operating profit margin (%)6

(8%)

(9%)

Net profit margin (%)(7)

78%

(64%)

Return on net worth (%)(8)

NA(8)

NA(8)

items and tax + Finance costs - Other income]/Revenue from
operations

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

(8)    Not computed due to negative Net-worth as on March 31,
2026 and March 31, 2025.

DIVIDEND

In view of the accumulated losses, the Board expresses its
inability to recommend any dividend for the year under review.

TRANSFER TO RESERVES

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

SHARE CAPITAL
Authorised Share Capital

The authorised share capital of the Company as on
March 31, 2026, was ' 1,36,950 Cr divided into 13,195 Cr
equity shares of ' 10/- each and 500 Cr Preference Shares of
' 10/- each.

Changes in Share Capital

During the Financial Year 2024-25, the Ministry of
Communications, Government of India in line with the
Reforms and Support Package for Telecom Sector announced
in September 2021 and in response to the Company's
request, issued an Order under Section 62(4) of the Act
dated March 29, 2025, for conversion of Deferred Payment
obligations towards spectrum auction dues, including
deferred dues repayable after expiry of the moratorium period,
aggregating to ' 369,500 Mn into 36,95,00,00,000 Equity
Shares of the face value of ' 10/- each at an issue price of
' 10/- each. In compliance with Section 62(4) of the Act, the
Capital Raising Committee of Board of Directors of your Company
has allotted 36,95,00,00,000 Equity Shares at an issue price of
' 10/- each on April 8, 2025 to the Department of
Investment and Public Asset Management, Government of
India (acting through President of India).

Paid-up Share Capital

Consequent to the allotment of Equity Shares to Government
of India on April 8, 2025, the issued, subscribed and paid-
up Equity Share Capital as of date of this report stands at

' 10,83,43,03,50,010/- comprising of 1,08,34,30,35,001
Equity Shares of the face value of ' 10/- each.

CASH, DEBT AND GOI OBLIGATION

As at March 31, 2026, on a standalone basis, the Company
had cash and cash equivalents of ' 2,058 Cr and Fixed
Deposits with banks having maturity of 3 to 12 months of
' 1,450 Cr. The total external debt from banks and others
stood at ' 726 Cr, inter-company loan stood at ' 125 Cr
and the payment obligations to the Government stood at
' 1,45,454 Cr (comprising deferred spectrum payment
obligations of ' 1,20,200 Cr and AGR liability of ' 25,254 Cr).

As at March 31, 2026, on a consolidated basis, the Company
had cash and cash equivalents of ' 2,106 Cr and Fixed
Deposits with banks having maturity of 3 to 12 months of
' 1,502 Cr. The total debt from banks and others stood at
' 4,001 Cr and the payment obligations to the Government
stood at ' 1,45,454 Cr (comprising deferred spectrum
payment obligations of ' 1,20,200 Cr and AGR liability of
' 25,254 Cr).

During the year, in December 2025, Vodafone Idea Telecom
Infrastructure Limited, wholly-owned subsidiary of the
Company, issued Non-Convertible Debentures aggerating
to ' 3,300 Cr.

All scheduled debt repayments were made on respective
due dates.

CREDIT RATING

The Company witnessed a progressive strengthening of
its credit ratings during the fiscal year. In April 2025, CARE
Ratings upgraded the rating of the Company's long-term
bank facilities to CARE BBB- (Stable) from CARE BB+ (Stable)
at the previous year end. CARE further revised the outlook
on this rating to Positive in January 2026, positioning the
final year end rating at CARE BBB- (Positive).

Concurrently, ICRA Limited assigned an initial rating
of ICRA BBB- (Stable) to certain long-term bank facilities in
April 2025, which was subsequently upgraded to
ICRA BBB (Positive) in March 2026.

Accordingly, as of March 31, 2026, Vodafone Idea
Limited's long-term bank facilities are rated CARE BBB-
(Positive) and ICRA BBB (Positive) for certain facilities.

Additionally, the Non-Convertible Debentures issued by
Vodafone Idea Telecom Infrastructure Limited maintain a
rating of CARE BBB- (Stable) as of March 31, 2026.

CAPITAL EXPENDITURE

On a standalone basis, for the Financial Year 2025-26, capital
expenditure (including capital advances and excluding RoU
assets and spectrum) incurred was ' 7,619 Cr. In addition,
' 363 Cr was incurred towards bandwidth.

On a consolidated basis, for the Financial Year 2025-26,
capital expenditure (including capital advances and excluding
RoU assets and spectrum) incurred was ' 8,217 Cr. In
addition, ' 363 Cr was incurred towards bandwidth.

FIXED DEPOSITS

During the year, your Company did not accept any deposits,
including from public under Chapter V of the Act and as such,
no amount of principal or interest was outstanding, as on
the date of the Balance Sheet.

SIGNIFICANT DEVELOPMENTS
AGR Matter

In September 2025, the Company filed a writ petition
before the Hon'ble Supreme Court. The petition sought
to quash the additional AGR demands for the period FY
2006-07 to FY 2016-17 raised by the DoT, requesting a
comprehensive reassessment and reconciliation of all dues,
interest, and penalties for that period. The Hon'ble Supreme
Court, keeping in view the change in circumstances and
the larger public interest, vide its orders dated October 27,
2025, and November 3, 2025, stated that comprehensive
reassessment / reconciliation of all AGR dues falls within
the policy domain of the Government of India (GoI), thereby
authorizing the DoT to re-evaluate the dues.

The Company received a communication from DoT on
April 30, 2026 stating that the Committee formed for the
purpose of reassessment has finalized the AGR dues at
' 64,046 Cr for the period FY 2006-07 to 2018-19 as on
December 31, 2025, with a revised payment schedule.

The said development provided a definitive conclusion to
the AGR matter.

Consequently, in accordance with the provisions of
Ind AS 109, the original financial liability of ' 80,502 Cr as of
December 31, 2025, was derecognized and revised financial
liability of ' 24,880 Cr was recognized, which is the present
value of aforesaid future payments discounted at the rate
considered by DoT for similar payments. The resulting net
gain of ' 55,622 Cr, reflecting the impact of the reassessed
dues and the adjustment of related provisions, has been
credited to the Statement of Profit and Loss and disclosed
under “Exceptional Items" for the financial year ended March
31, 2026.

Settlement under Implementation Agreement

The Implementation Agreement (IA) dated March 20, 2017,
entered among Vodafone Group Companies (VGP) and Aditya
Birla Group Companies and the Company during the merger
of Vodafone India Limited (VInL) and Vodafone Mobile
Services Limited (VMSL) with the Company provided a
settlement mechanism between the Company and Vodafone
Group companies (promoters of erstwhile VInL and VMSL)
in the event any pre-merger contingent liability in relation
to legal, regulatory, tax and other matters of the VInL and
VMSL was to crystallise post the merger.

Under the said mechanism called as Contingent Liability
Adjustment Mechanism (CLAM), the Company initially
recorded a maximum capped receivable of ' 8,369 Cr
from VGP, which was subsequently reduced to ' 6,394 Cr
consequent to receipt of ' 1,975 Cr from VGP.

On 31 December 2025, the Company executed an
amendment to the IA, wherein VGP and the company agreed
to settle and discharge all remaining CLAM obligations as
follows:

•    An amount of ' 2,307 Cr (based on exchange rate as of
December 31, 2025), will be released by the Vodafone
Group Promoters over the next 12 months, subject
to and in accordance with the terms agreed in the
Amendment Agreement.

•    A portion of the settlement amount is secured through
the earmarking of 328 Cr equity shares of the Company
held by certain Vodafone Group entities for a period of
five years. Proceeds from sale of these shares, at the
instructions of a person authorised/ appointed by the
Company will accrue to the Company. As on the date

of the Amendment Agreement, the market value of the
earmarked shares stands at ' 3,529 Cr.

Amendments to Articles of Association

The Shareholders' Agreement dated March 20, 2017, as
amended from time to time, (“Shareholders Agreement")
inter-alia, among certain Vodafone Group Companies
and Aditya Birla Group Companies, in their capacity as
shareholders of the Company have certain Governance and
Management Rights. Such Governance and Management
Rights are available to a Promoter Group so long as the
shareholding of such Promoter Group meets the Qualifying
Threshold as stipulated in the Shareholders' Agreement and
the same are also enshrined in the Articles of Association.

Pursuant to conversion of deferred payment obligations
towards spectrum dues into equity shares by an order
passed under Section 62(4) of the Act, the Government of
India's shareholding in the Company increased substantially,
resulting in dilution of promoter shareholding. Consequently,
the Articles of Association of the Company were amended
by passing a special resolution at the Extra-ordinary General
Meeting held on June 27, 2025, inter-alia, amending the
definition of ‘Qualifying Threshold' and deletion of certain
redundant provisions. The latest copy of MoA and AoA is
available on the Company's website at
https://www.myvi.
in/investors/corporate-goverance.

Issuance of Corporate Guarantee and Pledge of
Shares for Debentures raised by Vodafone Idea
Telecom Infrastructure limited (VITIL)

During the year under review, Vodafone Idea Telecom
Infrastructure Limited (‘VITIL'), a wholly-owned subsidiary
of the Company, issued Unlisted and Secured redeemable
Non-Convertible Debentures aggregating to ' 3,300 Crore
(“NCD Issue"), which was inter-alia, secured by way of
Corporate Guarantee issued by your Company and pledge
over 100% of the equity share capital of VITIL.

Issue of Convertible Warrants on Preferential Basis
to Promoter Group

The Board of Directors of your Company at its meeting
held on May 16, 2026, approved issuance of upto
430 crore warrants (each convertible into one equity share)
to Suryaja Investments Pte. Ltd., (an Aditya Birla Group

entity and Promoter Group Company), at an issue price
of ' 11/- per Warrant, aggregating upto ' 4,730 Cr on a
preferential basis, subject to approval of shareholders of the
Company at an extra-ordinary general meeting convened on
June 11, 2026.

In accordance with the provisions of the Chapter V of the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, 25% of
the exercise price of warrants shall be payable at the time
of subscription of warrants and the balance 75% shall be
payable by the warrant holder at the time of exercise of the
right attached to warrant to subscribe to equity shares.
Further, each warrant would be convertible into 1 (One)
equity share of face value of ' 10/- and the rights attached
to warrants can be exercised in one or more tranches at
any time, within a period of 18 months from the date of
allotment of warrants. In case the warrant holder fails to
exercise the warrant within a period of 18 months from the
date of allotment of warrant, the warrant shall lapse and the
25% of the exercise price of warrants paid at the time of
issuance of warrant will be forfeited by the Company.

REGULATORY DEVELOPMENTS

•    Unified License (NLD, ILD, ISP-A)

In February 2026, the Company was granted additional
authorizations under its Unified License by the
Department of Telecommunications (DoT), for ISP
Category ‘A' (All India), along with the NLD and ILD
services, thereby further strengthening its enterprise
and data service capabilities. With this, the validity
of the Company's NLD license, which was expiring
in November 2026 is extended till October 2033,
and the expiry of ILD and ISP-A is also extended till
October 2033.

•    Unified License for ISP VNO

In March 2026, the Company acquired a Unified
License for ISP VNO (All India) from the Department
of Telecommunications (DoT), with a validity period
of 10 years. This allows the Company to provide
internet services without owning a core network
infrastructure by utilizing the broadband/internet
infrastructure of other Telecom Service Providers. With
this, the Company can provide services such as Retail
Broadband, Enterprise Internet Connectivity, etc.

•    Satellite Communication

In June 2025, the Company announced partnership
with AST SpaceMobile to collaborate on
Device-to-Device satellite broadband connectivity in
India. This partnership will bring together the Company's
robust national network with AST SpaceMobile's
revolutionary space-based cellular technology, which
connects directly to everyday smartphones without
the need of any specialized software or device support
or updates.

•    AI Governance

During FY 2025-26, the Company actively contributed
to emerging discussions on AI governance, responsible
innovation, and trusted digital ecosystems through its
participation in industry forums, policy consultations,
and technology conferences, most notably the AI
Impact Summit 2026. The Company advocated for a
balanced and collaborative AI governance framework
that promotes innovation while ensuring transparency,
accountability, data security, and consumer trust.
The Company emphasized the importance of ethical AI
deployment in telecom networks and digital services,
particularly in areas such as network automation,
cybersecurity, fraud prevention, and customer
experience enhancement.

AWARDS AND RECOGNITIONS

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

CIO Conclave & Awards 2025: Awarded twice in the

category of Best Innovative Technology Implementation of
the Year
for Vi Business Assist Platform.

E4M Digital Influencer Awards: Secured in the category
of
Best Multi Influencer Campaign (B2B) for Vi Business
Influencer Campaign.

ET Brand Equity Trendies Awards: Recognized in the

category of Leaders in Influencer Marketing (B2B) for Vi
Business Influencer Marketing Initiatives.

Asian Experience Awards: Honored twice in the category
of
Customer Experience of the Year for Vi Business Assist
Platform.

E4M Indian Content Marketing Awards: Clinched in

the category of B2B Content Marketing for ReadyForNext -
India's Largest Digital Advisory for MSMEs.

Aegis Graham Bell Awards: Earned in the category of loT
Innovation
for Vi Business loT Innovation Lab.

Asian Telecom Awards: Bagged in the category of
Innovative Connectivity Solution of the Year - India for CCaaS
Solution.

Brand Disruption Awards by Brand Equity: Best Use
of Video Marketing
for Dabbawala #Human Network Testing
Network (Jury Award).

IDMA 2025 by E4M events: Leveraging Social Media to
boost brand ROI and engagement for Vi Data Guarantee -
Ek Saal Ki Guarantee (Silver Award).

DG+ Awards 2025 by Brand Equity: Outstanding
Campaigns for Maha Kumbh
for Vi Number Rakshak.

Cannes: Cultural Engagement for Vi Number Rakshak.

BrandStoryz Awards 2025 by afaqs!:

Best Influencer Collaboration for Vi SuperHero (Gold Award);

Best Branded Podcast for Vi x Yuvaa - Brand Partnership
(Bronze Award).

London International Awards (LIA): Vi Number Rakshak
(Bronze).

Indian Marketing Awards by E4M events: Local,
Regional and Marketing Specific for Vi Number Rakshak
(Silver).

Gartner Marketing & Communications Awards
2025:
Global recognition as the Top 6 finalist in the Digital
Commerce Excellence
category for delivering exceptional
customer experiences through Vi Shop.

ET Brand Equity - MarTech+ Awards & Summit 2025:

Award for Transformative Use of MarTech Tools for Integrated
Campaign.

7th Edition Excellence Awards: Recognised for its Best
Customer Engagement Strategy.

Avtar & Seramount: Recognized as one of the 2025
Best Companies for Women in India (BCWI) for the 4th
consecutive year.

Great Place to Work® Institute (India): specifically

being ranked among the Top 50 India’s Best Workplaces™
Building a Culture of Innovation by All 2025.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2026, your Company has nine Subsidiary
Companies and two Associate Companies, the details of
which are given below:

Subsidiaries

1.    Vodafone Idea Telecom Infrastructure Limited
(VITIL)

VITIL is engaged in renting out passive infrastructure
to telecommunication service providers for hosting
their active equipment on existing fibre portfolio of
~1,82,000 kms. During the Financial Year under review,
the total income stood at ' 1,053 Cr as compared to
' 995 Cr in the previous Financial 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 Financial Year under review,
the total income stood at ' 180 Cr as compared to
' 295 Cr in the previous Financial 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 Financial Year under
review, the total income stood at ' 86 Cr as compared to
' 99 Cr in the previous Financial Year.

4.    Vodafone Idea Manpower Services Limited
(VIMSL)

VIMSL is engaged in the business of providing
manpower services to the Company. During the
Financial Year under review, the total income stood at
' 85 Cr as compared to ' 79 Cr in the previous Financial
Year.

5.    Vodafone Idea Communication Systems Limited
(VICSL)

VICSL is engaged in the business of selling of
telecommunication hardware. During the Financial

Year under review, the total income stood at ' 20 Cr
as compared to ' 34 Cr in the previous Financial 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, backend IT support for the Company and
its subsidiaries. During the Financial Year under review,
the total income stood at ' 106 Cr as compared to
' 100 Cr in the previous Financial Year.

7.    Vodafone Idea Technology Solutions Limited
(VITSL)

VITSL is engaged in providing Technology, Software,
Hardware, Value Added Services (VAS), Application
Software, Contents and related products and services
that facilitate and develop access to IT enabled VAS
products and services whether on single or multiple
platform(s) or operating system(s). VITSL is also
engaged in the business of providing Data Centre
related services and IT Solutions (including E-SIMs) to
its customers. During the Financial Year under review,
the total income stood at ' 27 Cr as compared to
' 32 Cr in the previous Financial Year.

8.    Vodafone Foundation (VF)

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

9.    Vodafone Idea Next-Gen Solutions Limited
(VINGSL) [Formerly Vodafone M-Pesa Limited
(VMPL)]

VMPL was in the business of Prepaid Payment
Instruments (PPI) and Business Correspondence and
provided customers with a mobile wallet and money
transfer services in the form of m-pesa. VMPL had

ceased all operations and surrendered its PPI License
issued by the Reserve Bank of India (RBI) under the
Payment and Settlement System Act, 2007 with
effect from September 30, 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 July 31, 2019.

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

Subsequently in October 2024, the Company applied
and received approval from RBI for change of name and
also for commencing new business. Thereafter, VMPL
changed its name to Vodafone Idea Next-Gen Solutions
Limited (VINGSL). During the previous Financial Year,
the Company has commenced the business of providing
value added service (VAS), contents and related
products and services that facilitate and develop access
to IT enabled VAS products and services. During the
Financial Year under review, the total income stood at
' 238 Cr as compared to ? 56 Cr in the previous
Financial Year.

Associate Companies

1.    Sangli Wind Energy Private Limited

During the Financial Year, your Company has acquired
26% stake in Sangli Wind Energy Private Limited
(SWEPL), a Special Purpose Vehicle formed for
the purpose of owning and operating a Captive
Power Plant.

2.    Aditya Birla Renewables SPV 3 Limited

During the Financial Year, your Company has acquired
26% stake in Aditya Birla Renewables SPV 3 Limited,
a Special Purpose Vehicle formed for the purpose of
owning and operating the Captive Power Plant.

In accordance with the provisions contained in Section

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

Further, pursuant to the said requirement, the financial
statements of each of the aforesaid Subsidiary
Companies are available on the Company's website
https://www.myvi.in/investors/annual-reportsand shall
be available for inspection during business hours at the
Registered Office of the Company. Any member who is
interested in obtaining a copy of the financial statements
may write to the Company Secretary at the Registered Office
of the Company.

In terms of provisions contained in Section 129(3) of the
Act, read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing salient features of the
financial statements of Subsidiaries and Associates as per
applicable accounting standards in Form AOC-1 is provided
as
‘Annexure A' to this report. The said statement also
provides details of performance and financial position of
each subsidiary and associate and their contribution to
overall performance of the Company.

EMPLOYEE STOCK OPTION SCHEMES

In terms of the provisions of applicable laws and
pursuant to the approval of the Board and the members
of our Company, the Nomination and Remuneration
Committee had implemented the Employee Stock Option
Scheme, 2013 (ESOS-2013). No Stock Options are
outstanding to be exercised under ESOS-2013.

Further, ‘Vodafone Idea Employee Stock Option and
Performance Stock Unit Scheme 2024' which was
been approved by the members by Postal Ballot on
October 10, 2024 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 Scheme 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
aforementioned Schemes are 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 2025-26. Accordingly, the Directors'
Responsibility Statement contains a confirmation as
regards adequacy of the internal financial controls. The
effectiveness of internal financial controls is also assessed
through management reviews, self-assessment, continuous
monitoring by functional heads as well as testing of the
internal financial control systems during the course of
internal and statutory audits.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of
the Act and Regulation 34 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations'), 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 Act read
with Companies (Accounts) Rules, 2014.

RISK MANAGEMENT

In compliance with the requirements of Listing Regulations
and the provisions of the Act, 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 RESOURCES AND PEOPLE STRATEGY

Our people strategy is the engine driving our transformation
toward FY 2030. By activating our
ABCDE strategic
levers—A
ttract and Accelerate, Basics that matter, Culture
that connects,
Developing Capability, and Efficiency—we
are evolving the Vi Employer Brand into one synonymous
with
cutting-edge talent, careers, capability, and
culture
.

Attracting and Accelerating Talent - To ensure
long-term impact, we strengthened our leadership pipeline by
initiating development programs across levels. Additionally,
we refreshed our entry-level talent by doubling Management
Trainee hiring and piloting a new graduate program.
Strengthening the Foundations (Basics that
Matter) -
We enhanced the employee experience
by internalizing a new HRMS. We also modernized our
policies by bringing many progressive and employee friendly
features.

Building a Culture that Connects - To maintain a

meritocratic workplace, we launched a comprehensive

reward and recognition program called Vi Awards where we
invited outside leaders for external perspective.

Developing Capability - In FY 2026, average learning
hours grew 45%, driven by a 90% adoption rate in future-
fit skills like Cloud and AI. Simultaneously, our focus on
internal mobility saw the internal fill rate jump, while voluntary
attrition dropped to a record low of 9.6% and diversity rose
to 19.6% by March 31, 2026.

Efficiency - By hiring high-potential talent with diverse
expertise, we are building a leaner and more agile
organization. This focus on long-term potential ensures our
structures remains flexible and operationally efficient.

Outlook for FY 2027

In the coming year, we will sharpen our focus on building
deep domain expertise through Role-Based Functional
Academies. We will also scale our leadership pipeline by
executing comprehensive Talent Development Journeys,
empowering our high-potential cohorts.

Health, Safety and Wellbeing (HSW)

At Vodafone Idea Limited, Health, Safety and Wellbeing
(HSW) remain integral to our core values and a significant
priority. We maintain a strong commitment to the principle
of “not conducting business at the risk of people", with an
unwavering dedication to ensure that “everyone working for
us returns home safely each day".

FY’26 Performance Highlights:

We are proud to report outstanding HSW performance
during FY'26:

    Zero Fatalities: Zero work-related fatalities throughout
the year, demonstrating our unwavering commitment
to safety

    Record Low Injury Rates: Major injuries at all-time
low, reflecting the effectiveness of our preventive
measures and safety protocols

    Rigorous Governance: Continued focus on Absolute
Safety Rules and HSW standards, supported by a robust
governance framework

Building a Safety-First Culture:

Safety is the bedrock of our culture. By fostering a
“zero-tolerance" attitude toward deviations and eliminating

complacency, we have seen marked improvements in both
leading and lagging indicators. The ongoing commitment
from leadership, combined with active participation
from all employees and partners, continues to establish
industry-leading safety standards across our operations.

Diversity and Inclusion

The Company continues to place Diversity and Inclusion (D&I)
at the heart of its people strategy, recognizing it as a key
enabler of innovation and long-term organisational resilience.
In FY26, VIL achieved 19.6% female representation across
business functions. Inclusive leadership and gender
sensitization sessions were conducted throughout the year,
fostering greater awareness and accountability.

Employee well-being remained a priority, with
‘Vi Assist' continuing to provide support across childcare,
eldercare, and emotional well-being. POSH (Prevention of
Sexual Harassment) awareness was reinforced through
real-life-inspired micro-learning initiatives, alongside the
development of a e-learning module is slated for launch in
the coming year. Flexibility measures for maternity returnees
were sustained, with leave provisions aligned to biological life
cycle needs remaining available. The scope of paternity leave
was also extended, reflecting the Company's commitment
to supporting employees across various life stages.

Infrastructure support—including audited washroom
facilities for women in field roles and dedicated parking
for expectant mothers and differently abled employees—
continued to be strengthened. The year also saw the launch
of preventive cancer screening for women employees.

For the fourth consecutive year, VIL was recognized
among the
“Top 100 Best Companies for Women in
India
" by Avtar and Seramount, ranking 15th this year.

This recognition reflects VIL's unwavering commitment
to fostering an equitable, inclusive, and future-ready
workplace.

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 Listing Regulations.
A Report on Corporate Governance as stipulated under

the Listing Regulations forms part of the Annual Report.
A certificate from the Statutory Auditors of the Company,
confirming compliance with the conditions of Corporate
Governance, as stipulated in the Listing Regulations forms
part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility & Sustainability Report
(‘BRSR') forms part of this Annual Report. The BRSR Report
describes initiatives undertaken by the Company from an
environmental, social and governance perspective. Further,
SEBI updated the format of BRSR to incorporate BRSR
Core, a subset of BRSR, indicating specific Key Performance
Indicators (KPIs) under nine ESG attributes, and further came
up with Industry Standards on Reporting of BRSR Core. By
amending the Listing Regulations, SEBI has granted relief
from the mandatory assurance requirement on the BRSR
Core, allowing companies to choose assessment as an
alternative. 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 Act read
with Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors of your Company has
constituted a Committee to oversee Corporate Social
Responsibility (‘CSR') activities of the Company. During the
Financial Year 2025-26, the Corporate Social Responsibility
Committee was renamed as Corporate Social Responsibility
and Sustainability Committee (‘CSRS Committee') in order
to provide strategic direction to sustainability initiatives of
the Company in addition to CSR Activities of the Company.
Accordingly, its scope was expanded to include additional
terms relating to ESG matters. The composition of the CSRS
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 CSRS Committee and
approved by the Board and the same can be accessed on

the Company's website athttps://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 2025-26.

Further, for ensuring compliance of provisions of
Section 135 of the Act 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.

As a responsible social corporate and with a strong believer
in doing social goods for community, Vodafone Foundation,
a wholly owned subsidiary company, is an implementing
agency and carried out Corporate Social Responsibility
(‘CSR') activities for the Company's Subsidiaries and
Promoter Group Companies in line with the Schedule VII of
the Act. The projects implemented during the reporting year
on thematic areas covering education, livelihood generation,
financial literacy and agriculture, emphasized on digital
innovation with on-ground activation to create scalable and
sustainable models. During the year, the following projects
were undertaken:

1.    Learning with Vodafone Idea - Gurushala:

The project focuses on promotion of digital and
activity-based learnings. During the reporting year
Gurushala (
https://gurushala.co/) continues to serve
as a holistic knowledge platform, empowering teachers
and students with innovative teaching methodologies
and new ways of learning by aligning with the National
Education Policy (NEP). With over 10.6 lakh users and
a growing repository of 1.14 lakh content pieces, the
platform has become a valuable resource for teachers
and students nationwide. Nearly 50,000 new learners
were provided with a robust platform for self-paced,
high-quality education. 20,000 teachers were trained
in 21st century pedagogies. Student engagement
remains equally rigorous, with a target of 20,000
aptitude assessments and 400 virtual academy classes
to bridge learning gaps.

2.    e-Vidya for Brighter Futures: The project
aims to improve the learning outcomes of school

children by promoting digital, joyful learning for their
overall development. The project includes a mix of
activities, i.e., promotion of e-learning, renovation
of basic infrastructure such as better classrooms,
smart classes, libraries, science laboratories, sports
interventions, innovation fairs, career guidance and
awareness on green environment practices. During
the year, the project has benefitted over 1,08,000
beneficiaries, including 76,000 students and teachers
covering from 240 schools. Similarly, the Community
Engagement Programme benefitted around 32,000
community members by providing digital literacy,
vocational skills, and awareness-building sessions.

3.    VOIS for Tech - University Engagement
Programme:
Another important project under
education domain which completes education initiative
cycle i.e., from primary classes to university is the VOIS
for Tech University Engagement Programme. This
initiative aims to bridge the gap between academia
and industry by preparing the students with market and
industry-ready skill sets. During the reporting period,
19,000 students were registered on the Learning
Management System (LMS). Additionally, 2,500
students completed the AICTE-certified internship
program. An innovation marathon was organised
that received entries from 600+ teams aiming to use
technology to provide innovative solutions to real-world
challenges. Of these, 50 teams presented their ideas
at the showcase event to the panel of esteemed jury
members, and the top 30 teams were selected.

4.    Robotics Labs: During the reporting year 10
new robotic labs were set up in government/
government-aided schools taking the total number of
robotic labs to 20 across Delhi, Maharashtra, Rajasthan,
Madhya Pradesh, Chhattisgarh, Gujarat and Hyderabad.
Almost 10,000 students - almost half of them girl
child - have been engaged and exposed to various
robotics kits such as Lego, Vex, Avishkar, Arduino, and
emerging technologies like 3D printing, VR and Artificial
Intelligence through these labs.

5.    Jaadu Ginni Ka: Using the power of mobile
technology - Jaadu Ginni Ka- financial literacy program,
aims to create awareness amongst youth, urban poor,

farmers, artisans, rural women, micro-entrepreneurs,
students (15 years and above) on the basic tenets
of financial planning/management and on several
government schemes. During the year more than 22
lakh people - almost half of them women - were trained
in financial literacy using our both delivery modes Saath
Saath (partnerships) and Gali Gali Gaon Gaon (doorstep
van-based approach). We also continued our drive
towards financial inclusion of our beneficiaries, and
focussed on engagement with schools.

6.    Empowering Communities - RUDI Sandesha
Vyavhar (RSV):
The project aims to create rural
micro-entrepreneurs by leveraging technology and
support for rural women (RUDIBens) to set up a local
supply chain system. The programme enables women
to set up agricultural processing centres and further
trains them on business processes such as sales,
financial management, inventory management, etc
by leveraging technology. During the reporting year,
the project continued to support 11,000 RUDIBens
from Uttar Pradesh, Madhya Pradesh and Rajasthan.
Another key focus was to make the project self¬
sustainable, RUDIBens are managing the operation of
the processing centres independently.

7.    Connecting for Good: The Connecting for Good
project aims to foster an ecosystem that promotes
use of technology in addressing social challenges.
It empowers NGOs to drive innovation, disseminate
knowledge and upscale their interventions for greater
impact specially developed solutions which are - Girl
Rising - a mobile game that helps in breaking gender
stereotypes; MyAmbar - a safety and well-being
toolkit for women in distress; MyAmbar Suraksha
Chakra - safety toolkit for informal workers;
DonateBook - a platform to facilitate book donation.

8.    Smart Agri - Leveraging Technology to Move
from Self-Subsistence to Enterprise Farming:

The project is one of its kind in agriculture which
leverages loT-based solution to transform current farm
practices into data-backed measures. Using a variety of
technology solutions such as various sensors, cameras
and other condition monitoring tech, data is collected
and analyzed along with the help of agricultural
experts with localized regional language advisories.

During the year, the project continued to support
8.9 lakh farmers across 12 states with digital farm
advisories and capacity building for adoption of good
agricultural practices. With the support of Ericsson,
the focus for the year was on the promotion of
climate-resilient agricultural practices and on
engagement and collaboration with key stakeholders
to manage the operations of the project.

9.    Vi Scholarships: Through a scholarship portal -
www.learningwithvodafoneidea.in, the program helped
thousands of students get access to third-party
scholarships by providing them technology-based
scholarship discovery and assistance. During the
reporting year, one-time scholarship was provided
to teachers, students (including girl child) and
transgenders with the support of donors.

10.    Skill for Life: The project aims to train and build
candidates' capacity through a customised curriculum
and industry-relevant and soft skills. Under the project,
youths are trained on skills that allow them to apply to
roles such as data analyst, digital marketing, and Tally
accounts executive, general duty assistant and retail
sales associates, etc. During the year, around 1,360
youths were trained across Ahmedabad, Bengaluru
and Pune. Specialized long-term courses for the 50
transgender candidates were also conducted.

11.    Planet & Wellbeing: The project focuses on an
Integrated Knowledge and Engagement Platform
https://voisplanet.com/ for Green Planet, aimed
at aggregating and co-creating knowledge and
information on environmentally responsive behaviours.
During the year, the project's focus remained on
plantation, with the objective of increasing green cover
— over 30,000 saplings were planted across Pune,
Bangalore, and Ahmedabad — and on creating deeper
environmental awareness among students, youth, and
communities.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Financial Statements for the year under review
are in conformity with the requirements of the Act 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:

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

2.    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 profit and loss of the Company for
that period;

3.    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;

4.    the annual accounts were prepared on a going concern
basis;

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

6.    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 the resolution
passed at the Annual General Meeting held on August
25, 2025, Mr. Anjani Agrawal, Independent Director was
appointed for a second term of five consecutive years and
accordingly, his term shall cease on August 26, 2030.

In accordance with the provisions of the Act, Mr. Sunil Sood
and Mr. Sushil Agarwal shall retire 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 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.

Mr. Ravinder Takkar stepped down as the Non-Executive
Chairman of the Board w.e.f. May 5, 2026 and was appointed
as Non-Executive Vice Chairman on the Board of the
Company from the same day. Mr. Kumar Mangalam Birla,
Non-Executive Director of the Company, was appointed as
the Non-Executive Chairman of the Company w.e.f. May 5,
2026.

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.

Mr. Abhijit Kishore, Chief Operating Officer of the Company
was elevated to the position of Chief Executive Officer with
effect from August 19, 2025, consequent to completion
of the tenure of Mr. Akshaya Moondra as the Chief
Executive Officer. Further, Mr. Tejas Mehta was appointed as
Chief Financial Officer of the Company with effect from
October 6, 2025, consequent to completion of the tenure
of Mr. Murthy GVAS as the Chief Financial Officer.

BOARD EVALUATION AND FAMILIARIZATION
PROGRAMME

Pursuant to the provisions of the Act 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 Company has adopted a comprehensive familiarisation
framework for its Independent Directors, comprising a
structured induction program at the time of joining as well
as ongoing familiarisation initiatives throughout their tenure.
The program enables directors to gain an understanding of
the Company's business, operations, products and services,
governance framework, strategic priorities and the industry
in which it operates. In addition to the induction program,
the Company periodically presents updates at the Board
and Committee meetings to familiarise the directors
with Company's strategy, business performance, digital
ecosystem, product offerings, finance, risk management
framework, human resources and other key matters.

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
Act. 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 Regulation 43A of
Listing Regulations, has adopted a Dividend Distribution
Policy which is available on the website of the Company
https://www.mvvi.in/investors/corporate-governance.
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.

BOARD MEETINGS

During the year, ten 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 Act and Listing Regulations.
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    and Sustainability

Committee

6.    Capital Raising Committee

7.    Finance Committee

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.

Additionally, in accordance with circular dated
January 7, 2026 issued by National Financial Reporting
Authority (NFRA), a Committee of the Board being ‘Those
Charged With Governance' (TCWG) has been formed for
an overall communication framework between TCWG and
Auditors.

CONTRACT AND ARRANGEMENTS WITH RELATED
PARTIES

The Company has formulated a comprehensive Board
approved Policy on Related Party Transactions (‘RPT Policy')
that sets out the governing framework for determining
materiality thresholds and regulating process for all related
party arrangements, pursuant to the applicable provisions
of the Act and the Listing Regulations. All identified Related
Party Transactions (RPTs), including any subsequent material
modifications, are reviewed and approved by the Audit
Committee in strict compliance with the statutory mandates.

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

There were no material related party transactions during
the year. Accordingly, Form AOC-2 is not applicable to the
Company for the year under review.

None of the transactions with related parties 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 with the interest of the
Company at large. None of the arrangements/transactions
with related parties could be considered material in
accordance with the Company's Policy on Related Party
Transactions read with the Listing Regulations. All Related
Party Transactions are placed before the Audit Committee
for their approval. Omnibus approvals are taken for the
transactions which are repetitive in nature.

In compliance with Listing Regulations, and Industry
Standards on “Minimum information to be provided to the
Audit Committee and Shareholders for approval of Related
Party Transactions", the necessary statements/disclosures/
certificates with respect to the Related Party Transactions,
are tabled before the Audit Committee and/or the Board
of Directors on quarterly basis and as and when warranted.
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
IndAS-24.

The Company has implemented a Related Party Transaction
Manual and Standard Operating Procedures for the purpose
of identification and monitoring of such transactions. In
line with the requirement of the Act and Regulation 23
of the Listing Regulations, the Company has adopted a
Policy on Related Party Transactions which is available
at Company's website
https://www.myvi.in/investors/
corporate-goverance. The same is reviewed by the Board
every three years pursuant to the Listing Regulations. During
the Financial Year 2025-26, it was modified to incorporate
amendments in the Listing Regulations and to approve an
increased threshold for material modification in line with the
spirit of the amendments.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

As your Company is engaged in the business of providing
infrastructural facilities as specified in Schedule VI of the
Act, the provisions of Section 186 of the Act 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 Act, read with Rule 8 of the Companies (Accounts)
Rules, 2014, are given to the extent applicable in
‘Annexure C' forming part of this report.

PARTICULARS OF EMPLOYEES

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

Accordingly, the names and other particulars of employees
drawing remuneration in excess of the limits set out in the
aforesaid Rules, forms part of this Report. However, in line
with the provisions of Section 136(1) of the Act, the Report
and Accounts as set out therein, are being sent to all Members
of your Company excluding the aforesaid information about
the employees. Any Member, who is interested in obtaining
these particulars about employees, may write to the
Company Secretary at the
shs@vodafoneidea.com.

AUDITORS AND AUDIT REPORTS
Statutory Auditors

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

Auditors' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors'
Report on the Financial Statements at March 31, 2026.
The report does not contain any qualification, disclaimer
or adverse remarks.

The Board has duly reviewed the Statutory Auditors' Report
on the Financial Statements including the para 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 may 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 Act.

In terms of the provisions of Section 148 of the Act, 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, 2026. The Cost
Auditors will submit their report for Financial Year 2025-26
within the timeframe prescribed under the Act, and rules
made thereunder. The Cost Audit report for the Financial
Year 2024-25 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 2026-27 at a remuneration of ' 0.12 Cr 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 the Financial Year
2026-27, along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148 of the Act,
read with the Companies (Audit and Auditors) Rules, 2014,
since the remuneration payable to the Cost Auditors 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, as
the Secretarial Auditor for conducting the Secretarial Audit
of your Company for the Financial Year ended March 31,
2026. The report of the Secretarial Auditor is annexed to
this report as '
Annexure E'. The contents of the Secretarial
Audit Report are self-explanatory and do not contain any
qualification, reservation, disclaimer or adverse remark.

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
and the shareholders at the 30th Annual General Meeting
held on August 25, 2025 have approved 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.

Also, in terms of Regulation 24A of the Listing Regulations,
material unlisted subsidiaries of a listed entity incorporated
in India is required to annex a Secretarial Audit Report
issued by a Company Secretary in practice. Pursuant to the
amendment made in the Policy for Determining Material
Subsidiary, none of the subsidiaries are considered material
during the year under review. Therefore, the requirement to
annex their Secretarial Audit Report is not applicable.

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 Institute of Company
Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and the Secretarial Auditor have not reported to the

Audit Committee, any instances of fraud committed against
the Company by its officers and employees, the details of
which would need to be mentioned in Board's Report under
Section 143(12) of the Act.

ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act,
read with Rule 12 of the Companies (Management and
Administration) Amendment Rules, 2020, Annual Return in
Form MGT-7 for the Financial Year 2025-26 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

India's mobile telecommunications sector has undergone
a structural transformation over the past decade, evolving
into one of the most consequential pillars of the country's
economic growth. The sector's contribution to GDP
growth has been material and sustained, underpinned by
a compelling combination of macro-economic resilience,
the rapid proliferation of smartphones, and deepening
digital adoption across all segments of the population.
The government's continued focus on Digital India is also
providing a stable and enabling policy backdrop within which
each operator can meaningfully participate in the sector's
growth.

Today, India is among the world's largest and
fastest-growing digital economies, a status that stands
on the shoulders of the reach and resilience of its wireless
network. The country's broadband subscriber base has
crossed 1 billion as of March 2026, with mobile connectivity
serving as the primary conduit. This wireless-first digital
infrastructure has enabled an expanding array of services
spanning e-commerce, digital entertainment, digital
health, fintech inclusion and disaster response, with mobile
platforms increasingly becoming the delivery mechanism
for essential, life-critical services. The opportunity ahead
remains substantial as penetration continues to deepen
into the oldest and youngest demographic cohorts, and
as digital adoption extends into India's smaller towns and
rural geographies, the long-term growth potential of the
sector is far from exhausted.

A significant overhang on your Company that had weighed
on its financial position since 2019 was conclusively

resolved during the year. Following a re-assessment
directed by the Hon'ble Supreme Court, the Department of
Telecommunications finalised your Company's AGR dues at
' 64,046 Cr, a substantial reduction from the provisional
figure of ' 87,695 Cr with the revised liability to be settled
under a long-dated repayment schedule extending to
FY41, entailing a cumulative payment of ' 1,144 Cr in the
first 10 years. Your Company also recognised a one-time
accounting gain arising from this AGR re-assessment and
the recognition of the present value of future payments.
Alongside the AGR resolution, the Vodafone Group concluded
the settlement of the CLAM receivable of ' 6,394 Cr, and
one of the subsidiary Company successfully raised ' 3,300
Cr through NCDs, the latter completed prior to AGR clarity,
reflecting lender confidence in your Company's turnaround
trajectory.

The Aditya Birla Group has further committed an equity
infusion of USD 500 Mn (approximately ' 4,730 Cr) through
the issuance of fully convertible warrants, reaffirming strong
promoter support. Taken together, your Company believes
these developments have fundamentally strengthened its
financial position and removed a key uncertainty that had
previously constrained investment decisions.

Your Company believes that with the resolution of the AGR
matter, continued promoter commitment, an improving
credit profile, and its demonstrated ability to raise funds, it
is well positioned to pursue further debt-related discussions
to support its ongoing investment programme.

India continues to have one of the lowest tariffs globally,
while the proliferation of unlimited data bundles has led to
India being among the highest data usage (per subscriber)
markets in the world. ARPU recovery, while improving, still
has a long way to go, underscoring the continued need
for periodic tariff rationalisation. With relatively lower
penetration of 4G/5G subscriber base, your Company is
well positioned to gain from ARPU improvement as these
subscribers move towards 4G/5G.

Your Company has several ongoing litigations and any
adverse outcome of these litigations remains a risk. Your
Company works with various local, state and central
government agencies for specific permissions to operate its
mobile licenses and is required to meet various regulatory/
policy guidelines of the DoT and may be subjected to various

regulatory demands, penalties/fines or increased cost of
compliance, despite making best effort to adhere to all such
requirements. Your Company believes in sound corporate
governance practices and believes that these litigations
would be settled in due course in the best interest of all
stakeholders.

The telecom sector is characterized by technological
changes, and competition from new technologies is an
inherent threat. Your Company has a competitive spectrum
portfolio and robust network footprint and continues to
invest in new emerging network solutions to adapt to any
future technological changes. Your Company's 5G services,
which are live in over 80 cities across its 17 circles with 5G
spectrum as of May 2026, continue to expand in a phased
and commercially disciplined manner aligned to handset
adoption and customer demand.

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

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. With the resolution of the AGR
matter, your Company enters its next phase of growth
with significantly greater financial clarity and stability. Your
Company has committed to sustained customer addition,
double-digit revenue growth, and a tripling of Cash EBITDA
over the next three years. Your Company is backing
these targets by investing ' 45,000 Cr towards network
investments by FY29. Your Company is guided by a simple
belief to achieve these goals - ‘Employees first, customer
always, experience is everything'.

In Business Services, your Company will increasingly focus
on new and fast-growing segments such as IoT, Cloud

services and Smart Metering. To further drive the digital
agenda, your Company will continue to look for deeper
integration opportunities with its partners using its platform
capabilities to provide a differentiated experience and value
for both partners and customers.

Your Company is well positioned to effectively compete
in the market with its sustained capex investments
coupled with a stabilized subscriber base of 192.8 Mn
(March 31, 2026) that has returned to net positive monthly
additions since February 2026, improving 4G population
coverage and 5G expansion, a 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.

VIL is steadily advancing its commitment to sustainability
by integrating renewable energy sources, such as solar and
wind across its owned facilities, guided by both regulatory
and commercial viability. We have made an investment via a
Special Purpose Vehicle, Sangli Wind Energy Private Limited
in a Captive Power Plant (CPP) for receiving wind power in
Maharashtra. We have initiated the transition to electric
vehicles replacing diesel/CNG based material movement
with electric vehicles during network rollout. While currently
at an early stage this marks the beginning of our planned
transition towards cleaner intra-network mobility, various
facilities are equipped with Green/ CRI certified products.
To enhance green cover within our operational premises,
vertical gardening has been initiated across our warehouses
Pan India. The Company has forged meaningful partnerships
with its vendors and partners to address the needs and
challenges related to sustainability. We are strengthening
responsible supply chain practices, encouraging sustainable
procurement, and promoting ethical business conduct
across our value chain. While inclusive workforce practices
at the warehouses have led to representation of women
and persons with disabilities, demonstrating ESG outcomes
integrated with operational excellence.

VIL places the highest priority on Health, Safety and Wellbeing
(HSW) and is committed to ensuring that “no business is
worth doing that puts people at risk." The Company has
implemented a robust HSW management system covering
employees, contractors and partners through a structured
approach across People, Processes and Properties. Its
continued focus on safety governance and absolute safety
standards has enabled strong performance, including zero
work-related fatalities in recent years and we have achieved
zero man days lost, reflecting a strong culture of safety and
prevention.

The Company also aligns its operations with globally
recognized standards and continues to maintain key
certifications including ISO 27701, PCI DSS 4.0, and SOC 2
Type II, reinforcing its commitment to information security,
data privacy, compliance and global best practices.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 &
MATERNITY BENEFIT ACT, 1961

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Committee have been set up in
business units to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During
the Financial Year 2025 - 2026, 7 complaints pertaining to
sexual harassment were received and as on March 31, 2026,
5 have been resolved and 2 remained pending. Further, no
complaints were pending for more than 90 days during the
year under review.

During the Financial Year 2025-26, the Company has
complied with all the applicable provisions relating to the
Maternity Benefit Act, 1961.

OTHER DISCLOSURES

-    There are no material changes and commitments
affecting the financial position of your Company
between end of the Financial Year and the date of
report, other than those disclosed in other sections
of this report.

-    There was no change in the nature of business of your
Company.

-    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.

-    During the year under review, there were no instances
when the recommendations of the Audit Committee
were not accepted by the Board of Directors.

-    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.

CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management
Discussion and Analysis describing your Company's objectives,
projections, estimates, expectations, or predictions may
include certain ‘forward-looking statements' within the
meaning of applicable Securities Laws and Regulations. Such
forward looking statements are made on the basis of certain
assumptions which we believe are reasonable in all material
respects. Actual results could differ materially from those
expressed or implied assumptions. Some of the important
factors that could make a difference to your Company's

operations or financials include factors like availability and
prices of telecom equipment, concentration of supply side,
technological shift impacting consumer behavior, changes
in government regulations or policies, tax regimes, etc. Your
Company is not obliged to publicly amend, modify, or revise any
forward-looking statements on the basis of any subsequent
development, information, or events, or otherwise.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation to
the Department of Telecommunications, Telecom Regulatory
Authority of India, the Central Government, the State
Governments, all its investors & stakeholders, equipment
suppliers, technology providers and other vendors, bankers,
value added service partners, all the business associates and
above all, our 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
hardwork, dedication and commitment.

For and on behalf of the Board

Sunil Sood    Himanshu    Kapania

Non-Executive Director    Non-Executive    Director

(DIN : 03132202)    (DIN : 03387441)

Place : Mumbai
Date : May 16, 2026

1

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

2

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

3

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

4

   DSCR = [Profit/(loss) before exceptional items and tax +
Depreciation & amortisation expenses (excluding depreciation
on ROU assets) + Finance costs (excluding fair value gains/
losses on derivatives and interest on lease liabilities)] /[Finance
costs (excluding fair value gains/losses on derivatives and
interest on lease liabilities) + Interest capitalised + Scheduled
long term principal repayments (excluding pre-payments)]

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