We have pleasure in presenting the Thirtieth Annual Report,together with the audited financial statements of theCompany for the Financial Year ended March 31, 2025.
In the early 2000s, wireless connectivity was a privilegeavailable to only a few. In 2001, India's tele-density i.e thenumber of telephone connections per 100 people — stoodat a mere 3.5, making even a basic phone call inaccessiblefor many. Fast forward to 2025, and what was onceconsidered a luxury has become a fundamental part of dailylife. With tele-density surging to 82.4% and the cost ofvoice calls plummeting, connectivity is not only affordablebut ubiquitous. This remarkable transformation has not onlyredefined communication but has also turned once-distantaspirations into everyday experiences. Today, India boasts theworld's second-largest telecommunications sector, servingover a billion people. The sector is contributing approximately6% to the national GDP (including Infrastructure, Equipment,Mobile Virtual Network Operators, White Space Spectrum,5G, Telephone service providers and Broadband).
The widespread availability of affordable mobile devices andinternet services has accelerated digital adoption, bridginggaps and connecting communities across the country. Thesector marked significant progress in connectivity, digitalinclusion, technological advancement, and regulatoryreforms i.e all aligned with the government's Digital Indiavision. From the rapid rollout of newer technologies tothe policies aimed at enhancing infrastructure and userexperience, these initiatives have played a vital role infostering inclusive growth and seamless communication.
India's telecom journey has become a case study in globaltransformation. Unlike many other nations that viewedtelecom as a commercial service, India recognized it asa powerful tool for equity and empowerment, a forcethat continues to narrow the divide between urban andrural populations, and between the privileged and theunderserved.
Let's take a look at the Indian telecom scenario in lastdecade:
• Wireless connections grew from 969.9 Mn in March2015 to 1,157 Mn in March 2025.
• Overall tele-density rose from 77.3% in March 2015to 82.4% in March 2025.
• Rural telephone connections grew by 26.9%, more thandouble the urban increase, from 414.2 Mn in March2015 to 525.6 Mn in March 2025.
• Broadband connections jumped from 83.68 Mn inMarch 2015 to 902.7 Mn in March 2025, a growth of978.8%.
• Average monthly data consumption per wireless datasubscriber (GSM) increased from 89 MB in March 2015to 22 GB in March 2025.
• Average minutes of usage per subscriber (GSM)increased 2.7 times from 383 minutes in March 2015to 1,026 minutes in March 2025.
Wireless connectivity has become the backbone of India'sdigital ecosystem, connecting over a billion people acrossdiverse geographies. Telecom companies have madesubstantial investments in wireless infrastructure - providingextensive 4G coverage covering and, rolling out 5G networksacross India. The criticality of having a robust wireless sectorhas been authenticated multiple times, including duringthe COVID 19 pandemic, where it enabled remote working,digital education, telemedicine and e-commerce, keepingthe economy and essential services functioning and in timesof geopolitical tension or natural disasters, when the wirelessnetwork ensures real time communication, coordination andcrisis response.
Over the last decade, the wireless operators have made verylarge investments in acquiring spectrum and expansion ofnetwork infrastructure - be it 4G to address the growingcustomer demand or rolling out an advanced technologylike 5G where the customer demand is still evolving tosupport the Digital India Vision of our Hon'ble Prime Minister.However, the sector faces significant challenges.
On the back of these investments, India has improved itsglobal ranking in mobile broadband speed from 118th to15th in a report published by the Portulans Institute, anindependent non-profit research and educational institutebased in Washington DC. The surge in connectivity demandacross all demographics, driven by diverse income groups,age segments, and evolving customer behavior, has alsoboosted India's ranking in the Network Readiness Index
(NRI) 2024 to 49th position, up from 60th in the samereport.
However, despite this impressive growth, overall broadbandpenetration still remains below 65% representing asignificant opportunity for further growth with higheradoption of broadband services.
It may be noted that India has one of the lowest ARPUs in theworld making it challenging for telcos to sustain investmentand innovation. The private mobile operators hiked tariffin July 2024 after more than two years since the previousprice increase in November 2021, leading to improvementsin ARPU and revenue. However, despite the price increase,the ARPU in India remains as one of the lowest globallyand the industry's ROCE continues to remain below costof capital. Further, the telecom sector requires significantinvestments to support emerging technologies, and meetthe rapid increase in data consumption, further acceleratedby rapid AI advancements.
Therefore, to ensure a fair return on significant investmentsand support future capital expenditure in the telecomindustry, further tariff increases are essential. Additionally,the industry needs to return to a pricing model where heavydata users contribute more proportionally to their higherusage, than the current pricing structure where incrementaldata usage comes at an extremely low and unsustainablemarginal price.
With low penetration and potential ARPU growth, Indiacontinues to remain an attractive market for telecomindustry despite the past challenges of hyper-competitionand subsequent financial stress in the sector. Theconsolidation of the industry to three private operators andone government operator positions the industry well tobenefit from the growth opportunities on the back of India'sdigitalization trend and Government's vision of Digital India.
Your Company, an Aditya Birla Group and Vodafone Grouppartnership, is a major telecommunication operator in India,offering Voice, Data, and other Value Added Services (“VAS",business connectivity services including IoT, Cloud, Managed
Services etc. Your Company is continuously engaged inintroducing newer and smarter technologies for its retailand enterprise customers. Your Company offers technologieswith innovative offerings that can be accessed convenientlythrough an ecosystem of digital channels as well as extensivepresence on the ground.
Your Company offers Voice services in all 22 serviceareas. Your Company now covers more than 1.2 BnIndians in over 487,000 census towns and villageswith its Voice services. Your Company also provides 4GVoLTE across all 22 circles to provide enhanced voiceexperience to its 4G subscribers. Your Company hasnow expanded Voice over WiFi (VoWiFi) calling featurefor its subscribers.
The broadband services of Vodafone Idea on 4G isavailable in all 22 service areas of India. The Company'sbroadband coverage is available in over 389,600Census towns and villages. The population coverageon 4G is more than 1.1 Bn covering close to 83% ofpopulation#. Your Company has thus seen a steadyrise in 4G subscriber penetration (as a percentage ofreported subscribers) increasing from 59.4% as ofMarch 31,2024 to 63.8% as of March 31, 2025. As yourCompany continues to focus on 4G network expansion,4G subscriber penetration should further improve in thecoming years. Your Company has recently launched 5Gservices and expansion efforts are underway to offer 5Gservices in the key geographies of other circles whereCompany holds 5G spectrum by August 2025.
Your Company offers not just enriched connectivitybut also an array of digital products and services tocomplement the core business. Digital and Content hasbeen at the core of Your Company's strategy whereinover the past few years Your Company has launchedseveral digital initiatives to address the changingrequirements of today's consumers and enabling themto get a range of benefits and value-adds.
#Basis the Census 2011 data adjusted for 2020 by using Aadhaar Card data and proportionately extrapolating for all census data points,reported by an independent third-party consultant.
To enable access to the best in class content to itscustomers, the Company relaunched Vi Movies & TV asa paid subscription service offering multiple OTTs underone plan, specifically targeting Smart TV consumers,who can get all their favourite OTTs through one plan.The Company has brought 17 OTT partners onboardfor this offering including the likes of Disney+ Hotstar,SonyLiv, Zee5, SunNxt and a host of regional OTTs likeChaupal, Klikk, Nammaflix and more.
The most recent addition to this lineup is Lionsgate.Additionally, the subscription also allows access to350+ TV channels. In order to offer a superlativeviewing experience with a convenience of discoveringall the content from the partner apps, consumers canwatch these OTTs on any screen, mobile, laptop, tabletsor SmartTVs.
Your Company also continues to scale its bundling playon OTTs by continually expanding the portfolio withexisting partners as well as bringing new partners onboard. Your Company has most attractive prepaid andpostpaid plans bundled with Netflix, Amazon Prime,Prime Lite and Zee.
In an endeavor to increase engagement and servicethe varied digital needs of the customers over the pasttwo years, your Company has launched multiple otherdigital initiatives like Vi Ads, Vi Games, Vi Shop, UtilityBill Pay that we continue to evolve and scale:
• Vi Ads : Vi has its own Ad-tech platform called‘Vi Ads' providing Digital Advertising services forMedia Agencies & Brands for running targetedMarketing campaigns through its AI/ML enabledAd-tech platform, which empowers marketers toengage with Vi users, as per their own targetingrequirements, on both, Vi media assets as well asexternal media channels and publisher partners ofVi Ads. Vi Ads is now empanelled with almost allthe top media agencies and is part of the mediaplan for some of the big brands in the country.
• Vi Games : The Company offers gaming service -Vi Games on Vi App. Vi Games offers a wide varietyof individual hyper casual games in partnershipwith OnMobile. The Company also has multiplayeror social games under Vi Games. This includes
casual games like Solitaire, Carrom, Wordle, Ludo,Sudoku, Cricket, Soccer, Rummy, etc which onecan play with friends or online players or evenparticipate in ongoing daily tournaments. TheApp also has an eSports platform in partnershipwith GamerJi, enabling the gaming enthusiaststo participate in eSports tournaments on populartitles like Free Fire Max, Call of Duty, Clash Royale,Asphalt 9, World Cricket Championship 3 & more.
• Vi Shop: Leveraging telco data and accesscapabilities to create a digital marketplace, wehave launched a ‘shop' section on Vi App inpartnership with leading players across categorieslike entertainment, food, shopping and travel.
• Utility Bill Pay: With a view to establish Vi Appas a preferred destination, we have also integrated‘Utility Bill Payment' functionality on Vi Appenabling the users to pay their electricity bills,water bills, LPG bills, insurance premium, loanEMIs, recharge FASTAG or their DTH or broadbandsubscriptions.
Your Company offers a variety of other Value Added
Services (VAS) offerings, including
- Voice and SMS based services such as callertunes, voice & SMS chat; and
- Utility services such as missed call alerts
Your Company has active licenses for National Long Distance(“NLD"), International Long Distance (“ILD") and InternetService Provider (“ISP"), and registration for InfrastructureProvider (“IP-1") services. These licenses are used to carryinter-circle voice traffic of your Company and also bringincoming voice traffic from top international carriers acrossthe globe into India. Your Company also sends all of theoutgoing International Voice traffic on its own network andthe interconnections with these licenses enable it. Theselicenses also help your Company to offer various EnterpriseFixed Voice and Data Services to Enterprise, Government andWholesale customers. Vodafone Idea ISP currently handlesall captive subscriber traffic requirements.
Vi Business is committed to being the most trustedand valued partner helping businesses in their digitaltransformation journey. Leveraging its global expertise andunderstanding of local markets, it offers comprehensivecommunication solutions to empower global and Indiancorporations, public sector and government entities, as wellas small and medium enterprises and start-ups. With leading-edge enterprise mobility, robust fixed-line connectivity, worldclass IoT solutions, and insightful business analytics anddigital services, Your Company delivers the smartest andnewest cutting edge technologies to support businessesin the digital age.
Your Company believes that it is well positioned to exploitthe growth opportunities in India's rapidly expanding mobiletelecommunications industry. The key competitive strengthsare set out below:
Your Company is the sixth largest telecommunicationsservice provider in the world based on subscriberbase (Source: GSMA Intelligence Dashboard). As perTRAI Subscription Report, your Company had over205.4 Mn subscribers and the subscriber market sharewas 17.7% as of March 31, 2025. The Applicable GrossRevenue (ApGR) market share was 16.2% of the Indianmobile telecommunications services industry for theyear ended March 31, 2025 as per TRAI Data. Duringthe year ended March 31, 2025, your Company had aleading ApGR market share in the Mumbai and Keralaservice areas, and the second largest ApGR marketshare in Gujarat. For the same period, ApGR marketshare was over 20% in Haryana, Kolkata, Uttar Pradesh(West), Maharashtra, and Delhi service areas.
On a reported basis, your Company has 198.2 Mnsubscribers as of March 31, 2025, of which 126.4 Mnare 4G subscribers. As it continues to expandbroadband coverage and capacity, the large subscriberbase provides a platform to communicate effectively
and utilise data and analytics to enable personalizationat a large scale. This also enables the upgrade ofvoice only customers to become users of a largearray of data services and digital offerings, and helpsmaintain competitive position in the market. YourCompany also utilizes artificial intelligence and dataanalytics to improve some of its services, includingcustomer segmentation, targeted marketing, offeringpersonalized recommendations, and location basedservices, among others.
Your Company has a total of 8,030.4 MHz of spectrumacross different frequency bands out of which 8,012.8MHz spectrum is liberalised and can be used towardsdeployment of any technology.
This includes the sub GHz spectrum (900 MHzband) in 7 circles acquired in June 2024 auction i.eAndhra Pradesh, Tamil Nadu, Karnataka, Punjab,Rajasthan, Uttar Pradesh (East) and Kolkata, enablingyour Company to dedicate adequate 900 MHz bandspectrum for 4G thereby enhancing the experience of4G customers in these large markets, particularly theindoor experience. In addition to 900 MHz spectrum,the Company has also acquired 1800 MHz spectrum inMadhya Pradesh and 2500 MHz spectrum in Bihar, whichwill help in increasing the network capacity quickly. YourCompany has mid band 5G spectrum (3300 MHz band)in 17 priority service areas and mm Wave 5G spectrum(26 GHz band) in 16 service areas.
Your Company, thus, has a solid portfolio of spectrumacross all bands in all the priority circles. This largespectrum portfolio enables offering a superior experienceto the customers as your Company has the highest 4Gspectrum available per million subscribers and sufficientcapability to support migration of entire 4G subscriberbase to 5G. With the emergence of 5G technology,it further enables strengthening the enterpriseofferings and provides new opportunities for businessgrowth.
Below table provides the spectrum held by vour Company across all service areas:
Circle
Spectrum Frequencies (MHz)
Total FDDx2 + 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
106.8
Delhi
10.6
321.2
Gujarat
11.0
20.8
30.0
450
613.6
Haryana
12.2
15.8
15.0
400
556.0
Karnataka
7.2
314.4
Kerala
12.4
800
964.8
Kolkata
334.4
Madhya Pradesh
19.8
544.4
Maharashtra
14.0
572.8
Mumbai
10.2
332.4
Punjab
6.8
300
433.6
Rajasthan
Tamil Nadu
11.4
417.6
Uttar Pradesh (East)
250
393.6
Uttar Pradesh (West)
350
490.0
West Bengal
21.6
536.8
Priority Circles
144.4
246.0
175.0
320.0
850.0
5,350.0
7,680.8
Assam
25.0
80.0
Himachal Pradesh
11.2
42.4
Jammu & Kashmir
17.0
54.0
North East
25.8
81.6
Odisha
74.0
Other Circles
96.0
332.0
Total Liberalised Spectrum
149.4
342.0
200.0
400.0
8,012.8
Non-Liberalised Spectrum
8.8
17.6
Grand Total
350.8
8,030.4
Your Company has a strong network footprint acrossthe country which enables it to offer comprehensiveconsumer offerings as well as, has a substantial capacityspectrum to address the growing data demand. YourCompany has a large network infrastructure of 2G, 3G,4G and 5G equipment, along with a nationwide fibreoptic cable (OFC) network. As of March 31, 2025, yourCompany operates approximately 195,300 unique
tower locations across more than 487,000 townsand villages in India, and offers broadband services(3G, 4G and 5G) at more than 494,500 broadband(3G,4G and 5G) units, covering over a billion people.Your Company has witnessed an increase in 4Gpopulation coverage following the Merger from 530 Mnfor Vodafone and 655 Mn for Idea prior to the Merger,to over 1.1 Bn Indians i.e. ~83% of population, as ofMarch 31, 2025.
Your Company has OFC spanning over 317,500kilometers, combining both its own infrastructure andIRUs taken (excluding overlaps). We provide VoLTEservices and voice over WiFi (“VoWiFi”) servicesthroughout India.
Your Company continues to focus on enhancing its4G infrastructure. During the year, your Company isaggressively working towards building 5G infrastructure.Your Company has been deploying LTE on TDD bandof 2300 MHz and 2500 MHz spectrum band toexpand the capacity and on 900 MHz band on selectsites to improve customer experience in dense areas.Your Company also deploys Dynamic SpectrumRe-farming, High Power Small Cell, Massive MIMO andSmall Cells to maximize spectrum efficiency.
Your Company continues to make great progressin creating a strong differentiation for the brand bybuilding functional salience of its network, establishinga deep emotional connect with its customers and byoffering innovative and industry-first propositions thatgives them the maximum value and benefits that atelco plan can offer.
In line with its purpose-led branding, Vi launchedthe emotionally resonant ‘Be Someone's We (V!)'campaign in September 2024, inspired by the beliefthat connections have the power to transform lives.The campaign reinforced Vi's vision of being a trustedpartner in its customers' journey towards a bettertoday and a brighter tomorrow. The second phaseof this campaign, rolled out during the Cricket WorldCup, highlighted stories of empty nesters navigatingloneliness, showcasing Vi's role in fostering realhuman connections and bridging emotional gaps. Thecampaign struck a deep emotional chord, appealing tothe universal need for belonging and making the worlda little less lonely through the power of connectivity.We engaged with younger audiences through a podcastin partnership with Yuvaa called - ‘Be A Parent, Yaar!'where the central theme of ‘Be Someone's We' waswoven into conversations between celebrities andtheir parents. The interaction with youth was further
enhanced through Snapchat with the introduction of‘Be Someone's We' lens.
To further drive engagement, Vi introduced thehigh-energy Run Mahotsav during the IPL season-aninteractive campaign on the Vi App that encourageddaily participation through gamified experiences,quizzes, and transaction-based rewards. This initiativesaw enthusiastic response from users, significantlyboosting app engagement and brand interaction. Inaddition, Vi partnered with leading youth platformslike Spotify, Yuvaa, and Snapchat to co-create contentand experiences tailored to younger audiences.These platform-specific collaborations amplified themessage of ‘Be Someone's We', blending influencer-ledstorytelling, purposeful digital content, and interactiveformats to deepen relevance and emotional connectamong Gen Z and millennial consumers.
Together, these initiatives reflect Vi's strategic focuson customer-centricity, emotional resonance, anddigital innovation, all of which are central to buildinga truly powerful and enduring brand in today's hyper¬connected world.
With the kickstarting of the Capex cycle post FPO andsignificant expansion and improvement of the network,we launched hyperlocal campaigns at a massive scaleacross India which targeted customers with storiesof ‘Our Best Ever Network' at city, district and localitylevels to reiterate the extent and impact of networkexpansion. This campaign was amplified through OOH,digital, retail, radio and other such local media.
Vi also had a very successful run at the India MobileCongress 2024 with over 40,000 attendees garneringamong the highest footfalls, engagement and mediashare of voice during that period. Vi showcasedinnovative consumer use cases that showcased the‘Future is now' such as Remote Healthcare, VR DwarkaDarshan, eSports and Remote Music Orchestrationdrew massive crowds, participation and interest fromvisitors, delegates and the media. On the enterpriseside, use cases such as Industry 4.0, IoT and MSMEsolutions similarly garnered great interest. YourCompany demonstrated Vi's vision and thought
leadership on how the power of technology canhelp shape the future of healthcare, entertainment,business and more.
By Q3 FY 25, apart from adding new towers, yourCompany was also adding technology layers to theexisting broadband towers, which we communicatedthrough an extensive Television and ATL mediacampaign named ‘100 Towers every Hour'. YourCompany's network was also rated as the best4G network in the country in November 2024 byOpensignal. Your Company's network was rated to beproviding the best 4G Download and Upload Speeds,4G Live Video, 4G Gaming and 4G Video Experienceand 4G Voice App experience in the country.
Your Company always prides itself in bringing in thebest propositions and products for its customers inthe marketplace that provide them the best valueand benefits and act as a core differentiator. To thisendeavor, Vi launched several new products such as theVi Super Hero, Vi Non Stop Hero and the refreshed ViRedX Postpaid that garnered popularity and continueto be widely subscribed.
As the network continues to become stronger, Viwould continue to build along the pillars of functionalsalience, emotional connection, digital media, youthand product led innovations to create differentiationin the marketplace.
Your Company's investments had been constrainedover the past few years due to liquidity challenges.Following the recent fundraise, capital expenditure(capex) gained significant momentum.
In H1FY25, your Company launched ‘quick win' capexinitiatives, which focused on capitalising on low-hanging fruits, while working on finalizing long-termcapex contracts.
During the July 2024 spectrum auction, your Companyhas acquired 50 MHz of spectrum across low bandand mid band spectrum (900 MHz, 1800 MHz and
2500 MHz) in 11 circles at a total commitment of' 3,510 Crore. Your company holds the highest 4Gspectrum per million subs amongst the 3 privateoperators and competitive 5G spectrum in 17 prioritycircles, which allows it to offer superior experience tocustomers as well as to effectively utilize the spectrumacross existing and emerging technologies.
A major milestone was achieved in September2024 when your Company concluded contracts forapproximately ?300 Bn with three global technologypartners-Nokia, Ericsson, and Samsung-for thesupply of network equipment over a three-year period.This strategic step formed the foundation of thetransformative three-year capex plan, which is targetedat overall spends of ?500-550 Bn.
Following the execution of these agreements,network deployment began in October 2024, formallykickstarting a full-scale capex cycle. During theyear, the Company made significant progress inexpanding its network footprint. It added a total of~14,100 broadband towers-almost equivalent to thenet cumulative addition of ~14,900 towers betweenFY20 and FY24. As previously outlined, your Companyaims to increase its broadband tower count to around215,000-220,000-an addition of over 45,000-50,000towers compared to March 2024, which will take the4G population coverage to approximately 90%.
Your Company continues to enhance sub-GHz900 MHz band across all 16 spectrum circles addingapproximately 58,400 sites in FY25 to improve overallcoverage and strengthen indoor connectivity. Inaddition, around 48,300 sites were added on the 1800MHz and 2100 MHz bands to boost network capacityand enable higher data speeds on Vi GIGAnet network.
As of March 31, 2025, total broadband site countreached approximately 494,500, up from ~430,700an year earlier. Your Company is also deployingHigh-Powered Small Cells-ultra-lean pole sitesdesigned for minimal infrastructure and single-operatoruse-to address coverage and capacity challenges indensely populated areas, offering enhanced efficiencyand lower operational costs.
These early investments have significantly enhancednetwork coverage and capacity, resulting in anenhanced customer experience. 4G populationcoverage expanded by 73 Mn, reaching approximately83%, up from 77% in March 2024. Simultaneously, 4Gdata capacity increased by about 31%, contributingto a nearly 28% improvement in 4G speeds. Thismarks just the beginning of a multi-year investmentcycle. Consequently, a notable slowdown in subscriberlosses caused by lack of investment earlier is observed.Your Company is confident that this positive trend ofreduced subscriber loss will continue as we sustainthe current pace of capex deployment. Moreover, thephased launch of 5G services is expected to furtherstrengthen subscriber acquisition and retention.
Your Company initiated the rollout of 5G services inMarch 2025 and as of date of this report, 5G servicesare now available in cities of Mumbai, Delhi, Chandigarhand Patna. Expansion efforts are underway to offer5G services in all the 17 circles with 5G spectrumby August 2025. Your Company has the advantageof having the latest 4G equipment and technologieswhich are capable of upgrading to 5G. Your Company's4G network has been strategically deployed with afuture-proof architecture, and all new basebandsand over 90% of the Time Division Duplex (“TDD")2500 MHz band radio units are 5G-ready with 10Gbandwidth capability. Your Company has also deployedvarious advanced 5G technologies including MassiveMultiple-Input Multiple-Output (“Massive MIMO") forimproved capacity, and Open Radio Access Network(“ORAN") for increased flexibility. As of March 31, 2025,your Company deployed ~76,300 TDD radios, ~13,700Massive MIMO sites, and ~14,900 small cells.
Your Company's network also includes new unifiedroadmap architectures of Virtualized Radio Accessnetwork (“vRAN") and ORAN solutions as well asE-band technology. The Pan-India core network isfully equipped to support 5G non-standalone (NSA)technology. This advanced network architecture isdesigned to handle the high throughput and diverse usecases associated with 5G, encompassing both mobileand enterprise segments. Your Company's 5G-readyarchitecture enables latency reduction and helps usdeliver an enhanced customer experience.
To complement extensive network upgrades, yourCompany launched one of India's most hyperlocalmarketing campaigns aimed at increasing consumerawareness about the marked improvement in networkperformance. The campaign highlights real-world localsuccess stories and showcases how the network hastruly become “Our Best Ever Network" across cities,districts, and localities.
At the Maha Kumbh Mela 2025, Vi strengthenedits network capacity in the region to handle thehigh volume of users. Specifically, Vi added 30 newsites in Triveni Sangam, upgraded 272 sites, added46 small-cells, and laid 32 kilometers of fiber tostrengthen the network. Additionally, Vi launched the“Vi Number Rakshak" initiative to reunite lost pilgrimswith their families. This initiative provided pilgrims,especially those without phones, with Rudraksh andTulsi bead bracelets engraved with emergency contactnumbers. This not only kept the pilgrims safe but alsowon appreciation from the local authorities and thelost-and-found pilgrims.
With the successful FPO in April 2024, your Companystarted the year with the promise of a stronger networkand the confidence of delivering a superior customerexperience during the Financial Year 2024-25. Withthat cognizance that the capex cycle will start takingeffect during the year, your Company took upon thechallenge of delivering a strong growth story during theFinancial Year with a focus on both customer retentionand ARPU growth.
In this endeavor, your Company prides itself in alwaystaking the lead in creating innovative, game changingand industry-first propositions in the marketplace, thatoffer maximum value to the customers and gives themstrong reasons to choose us. This allows us to createthe necessary differentiation in the marketplace andstay competitive while retaining and upgrading thevaluable base of high ARPU customers.
To this effect, your Company kickstarted the year withthe launch of the ‘Vi-Guarantee' program. With yourCompany's 5G launch slated for Q4 and competition
offering free 5G on all its data plans, it was felt necessaryto offer a sufficient counter and attractive benefit forour loyal customers. Vi Guarantee offered the promise‘130 GB Data - Milega hi Milega'. All our loyal prepaidcustomers using 5G or new 4G handsets, who rechargedwith data plans starting 1GB or more were offered 10GB extra data during the month, every month for 13months as long as they continued to recharge on our1GB+ data plans. This program was launched acrossthe country with significant execution intensity onthe ground across our trade and retail channels. Theprogram also garnered significant organic attention onsocial media with related content garnering over 400 Mnviews. This successful program saw participation fromover 20 Million customers and a large share of whichwere shifted from Voice Only or Low ARPU Data Plansto high ARPU Data plans, helping to not only improveour subscriber mix and drive ARPU improvement butalso drive retention and boost revenue.
Your Company's priority remains on driving ARPUimprovement. In July 2024, your Company implementedtargeted tariff interventions aimed at improving returnon investments and enhancing cash flow generation—critical for funding our large-scale network investments.While these steps are in the right direction, the industrystill requires further tariff rationalization to achievesustainable cost-of-capital returns.
The most significant intervention undertaken duringthe year was the effectuation of tariff revisions at thebeginning of Q2. With hyper-competition over theyears, industry ARPUs have been unsustainably low andtherefore, your Company undertook upward revision orprices of all major voice and data plans. However, giventhe large strata of customers that we serve, includingsegments that are extremely price sensitive, yourCompany also took the balanced approach of retainingsome of the old price points with reduced benefits.This balanced approach allowed your Company tomaximize ARPU growth while minimizing customerlosses, leading to better revenue outcomes comparedto earlier occasions when such large-scale panoramictariff revisions were undertaken.
As our investments started to materialize on the groundat a large scale and our network expansion started
taking good effect, we decided to further revitalizeour product portfolio to bring our ‘Hero' productsback into focus. The ‘Vi Hero Unlimited' - launchedin FY21 and offering free night data (12 AM - 6 AM),Weekend Data Rollover and two turns of Data Delight(free 1GB Data sachet) has been a very successfuland popular product that has attracted and retaineda large share of our data plan subscribers, allowing usto extract higher ARPU from this audience. This year,we decided to extend it further by introducing the‘Vi Super Hero' at a premium price point. This innovativeand game-changing product retains the benefits ofhero and extends it further by offering Unlimited datafor half day from 12 AM to 12 PM and 2GB/Day forthe rest of the day. Furthermore, to offer higher valueto our subscribers in some of our opportunity marketssuch as Rajasthan, Madhya Pradesh, Andhra Pradesh& Telangana and Karnataka, your Company launchedthe ‘Vi Non-Stop Hero' proposition which offered trulyUnlimited Data 24x7.
A combination of differentiated product propositions,marketing initiatives, customer service experienceimprovements and execution intensity on the groundhas been contributing to growth. To address diversecustomer needs, we offer a comprehensive range offeature-rich postpaid plans. Your Company also rolledout Vi Max Limitless Postpaid Data Plans across afew markets, offering truly unlimited high-speed dataalong with premium entertainment content and othervalue-added services. The postpaid business continuesto show robust performance, with consistent growthin the subscriber base on both a quarterly and yearlybasis. While much of this growth is driven by the M2Msegment, individual postpaid customers have alsosteadily increased.
To supplement our expanded footprint and ambitiouscustomer growth plans, our company's propositionscontinue to serve as a core differentiator and attractcustomers by offering disproportionate value andbenefits. Our ‘Vi Max Postpaid' plan continues to bethe only postpaid plan in the country which offerscustomers the option of choosing their benefit froma wide array of entertainment and lifestyle optionssuch as Jio Hotstar, SonyLIV, Swiggy One, EazyDiner,Norton and EaseMyTrip. In Financial Year 2024-25,
we also refreshed our premium and flagship ‘Vi RedXpostpaid' plan, which packs in the best of benefits anddisproportionate value that a telecom plan can offer.With bundled offering of Netflix, SonyLIV, Jio Hotstar,EazyDiner and Norton, along with free access to 3International lounges & 1 Domestic Lounge and a freeInternational Roaming pack worth up to ?2999 in a year,the RedX plan packs in a formidable punch and helpsVi attract the most elite and premium customers inthe market, boosting both ARPU and stickiness.
Your Company has significantly enhanced itsinternational roaming services, expanding coverageto over 180+ countries world-wide. Notably, Vi isthe only operator offering unlimited data and callsin as many as 40 countries, ensuring seamless andworry-free connectivity for travelers. To further enrichthe travel experience, Vi has partnered with BlueRibbon Bags, a US-based lost baggage conciergeservice, to offer baggage protection for its postpaidinternational roaming customers. These enhancementsaim to address key travel concerns and provide acomprehensive and memorable international travelexperience for Vi customers.
To enhance digital wellbeing and customer safety,your Company launched an AI/ML-powered spammanagement solution that detects and filtersunsolicited and potentially harmful messages inreal-time. The system continuously adapts to evolvingspam patterns and also tags suspicious messagesas ‘Suspected Spam.' In parallel, it is strengtheningsafeguards against spam voice calls and simplifyingspam complaint filing through our App. It alsoproactively educates users on identifying phishingattempts, reinforcing a secure and trusted mobileexperience.
As a part of Customer excellence drive, your Companyexpanded its retail presence by opening more than100 new flagship stores over the past six months tofocus on customer experience. This expansion bringsthe total number of Vi flagship stores to over 500nationwide, all directly operated by the Company inmetro and Tier 1 markets. Additionally, our overallphysical retail footprint now includes more than 2,500
Vi stores and Mini stores across 600 cities and towns.Together, these stores employ more than 9,000people directly and indirectly. These stores not onlyenhance accessibility for customers in smaller townsbut also offer grassroot entrepreneurial opportunitiesthrough Vi's franchise model. The Company supportsnew partners with setup and operational guidance.While a large share of our customer concerns isresolved digitally through Vi App, we still serve over50,000 customers daily across retail touchpoints. Akey component of its service model is the ‘Vi Priority'counter, available in all flagship stores, which offersfast-track service for senior citizens, expectantmothers, and long-term customers. These customersare assisted by the most experienced relationshipmanagers, with reduced wait times.
Alongside, your Company continues to aggressivelyfocus on digitalization of customer servicing as wellacquisition across all touch points. Your Companynow has digital acquisition across major cities in India,for both prepaid and postpaid customers, includingsame day doorstep delivery and digital KYC processes,serviced through its dedicated delivery partners as wellas own stores.
These strategic initiatives reaffirm our commitmentto delivering customer-centric innovation, addressingreal-world needs, while elevating brand relevance,category leadership and leading the way in enhancingmobile connectivity and service experience.
With our endeavor to transition from a telecom operatorto a technology-driven enterprise solution provider,Vi Business has been building a robust portfolio ofintegrated digital services that address the evolvingneeds of enterprises and thus drive innovation acrossenterprise mobility, fixed-line connectivity, businesscommunication, messaging and IoT. Our foray intohigh demand emergent businesses such as security,cloud and colocation services is further expanding ourtechnology footprints.
Vi Business launched Vi RBM (Rich BusinessMessaging) service in 2023 and became the 1st RBMservice provider in the country. Vi RBM is a technologythat enhances how businesses communicate with theircustomers via rich, interactive messages which enablesdelivery of videos, pdf. This messaging platform allowsbusinesses to send richer media, include interactiveelements, and engage in two-way conversations withcustomers.
The Enterprise segment remains one of your Company'skey strengths, driven by longstanding relationships withenterprise clients and the ability to leverage VodafoneGroup's extensive experience across global markets.In line with the strategic vision of transforming from atraditional Telco to a TechCo, your Company continuesto make strong progress by expanding its serviceportfolio beyond core connectivity. This transformationis gaining traction, with notable growth observed inseveral non-mobility enterprise segments despite achallenging environment. Collaborations with multiplepartners are further enhancing the relevance and valueof our offerings, enabling us to better meet the evolvingneeds of enterprise customers.
Vi Business has been at the forefront of driving digitaltransformation among India's MSMEs. Over the pastthree years, we have engaged nearly 200,000 MSMEsthrough the ‘Ready for Next' digital self-assessmentplatform. This initiative empowers businesses toevaluate their digital maturity across three key pillars:Digital Customer, Digital Workspace, and DigitalBusiness. On World MSME Day, Vi Business launchedthe ‘MSME Growth Insights Study 2.0'-India's largestdigital maturity research initiative, developed incollaboration with Dun & Bradstreet. Spanning 16industries, the study provides valuable insights intothe evolving MSME ecosystem, sector-specific digitaltrends, and the broader digitalization roadmap.
To further support the digital journey of MSMEs, yourCompany introduced the upgraded ‘Ready for Next'tool 3.0, now available in both English and Hindi toimprove accessibility. Reinforcing regional outreach,your Company also signed an MoU with the WestBengal State Export Promotion Society to acceleratethe digital transformation of MSMEs in the state. This
partnership includes localized tools, training contentin Bengali, and extensive capacity-building workshopsto promote technology adoption.
Recognizing the critical importance of digital safety, ViBusiness is also investing in cybersecurity services tohelp enterprises navigate a complex threat landscape.Our cybersecurity suite offers proactive threatmonitoring, holistic protection for applications andinfrastructure, and expert-led, customized compliancestrategies-helping clients operate securely and withconfidence.
Your Company offers IoT and integrated IoT solutionsacross smart mobility, smart infrastructure and smartutility, and aims to strengthen its market leadershipin IoT connectivity across key sectors such as vehicletracking, utilities, point of sale and automotives. Italso seeks to drive category growth through researchand development initiatives around new IoT use cases,offering dedicated IoT lab and consultation services.
Your Company also provides integrated end-to-endcustomer solutions. By creating a multi-cloudmarketplace through a combination of own assetsand through strategic collaborations, it aims to offercustomers greater flexibility and choice in connectionwith their preferred service providers. Your Companyis in the process of developing colocation and IaaS(Infrastructure-as-a-Service) services to acceleratedigital transformation by simplifying and optimizingIT infrastructure management for businesses.Your Company aims to streamline mobile devicedeployment, management, and security, and providecybersecurity solutions through Vi Secure.
Your Company has entered into strategic collaborationswith content providers, entertainment providers ande-commerce players. This network allows to combineexpertise and resources, creating a powerful ecosystemthat benefits all stakeholders, and enables yourCompany to deliver a differentiated experience. Further,the entertainment and media collaborations supportARPU growth through the delivery of an enhanced userexperience. This enables your Company to combine its
core strengths in connectivity and digital solutions withthese collaborations, creating unique service offeringsthat address specific customer needs.
During the year, Vi Movies & TV was relaunched ina new avatar as a paid subscription service offeringmultiple OTTs under one plan, specifically targetingSmart TV consumers, who can get all their favouriteOTTs through one plan. Company has brought 17 OTTpartners onboard for this offering. Additionally, thesubscription also allows access to 350+ TV channels.In order to offer a superlative viewing experience witha convenience of discovering all the content from thepartner Apps, all new mobile Apps have been developedfor both Android & iOS as well as TV Apps for multipleoperating systems like Google TV, Samsung, Firestick& LG.
Your Company recently enabled the Vi app to be usedfor a recharge by all prepaid users when their daily datagets over or even after their plan validity is over, to makeit easier for them to renew their prepaid mobile withouthunting for wifi / hot-spot or go into the market to ashop to buy one. It has also enabled UPI autopay for allprepaid recharges to make it convenient for consumersand not let their services get disrupted, in case theymissed the expiry date. It is through initiatives likethese, helping us grow our engagement on Vi Appand are also showing in improving customer ratings.Vi App is now rated best-in-class amongst all telcoson Playstore.
Your Company has thus been making significantprogress on various strategic initiatives and continuesto strive towards transforming from a pure play mobileoperator to a truly integrated digital service provider.Your Company is thus committed to deliveringbest-in-class services to their subscribers and bridgingthe digital divide that separates urban from rural.
On the back of these strategic initiatives, yourCompany reported annual revenue and EBITDA(pre-IndAS 116) growth for the third consecutive yearon the back of consistently improving performancefor the last several quarters despite significantly lowerinvestments vs competition; clearly reflecting its abilityto execute and compete effectively in this market. YourCompany reported 14 quarters of sequential growth
in ARPU. Further, out of 3 private mobile operatorsyour Company's share of gross ads is higher thanits Customer Market Share showing that it is able toattract customers to its network. All of this is possibleas your Company is following its strategy and remainsfocused on providing great data and voice experienceand is building a differentiated digital experience addingseveral digital offerings.
During the year, your Company marked an importantmilestone in April 2024, by raising ' 180 Bn throughFurther Public Offer (‘FPO'), the largest FPO in thecountry in 2024. The overwhelming success of thisFPO is testimony to the confidence and trust that hasbeen reposed in your Company by each and every oneof its investors who have rallied behind the Companyin large numbers leading to the issue being subscribedalmost 7 times.
In addition to FPO,
• Aditya Birla Group - Promoter group entitycontributed ' 20.8 Bn through preferentialissuance of Equity Shares at an issue price of' 14.87 per Equity Shares.
• The Company did preferential allotment for anaggregate consideration of ' 24.6 Bn at an issueprice of ' 14.80 per share to Nokia Solutions andNetworks India Private Limited and Ericsson IndiaPrivate Limited.
• Vodafone Group Plc. - Promoter group entitycontributed ' 19.8 Bn through preferentialissuance of Equity Shares at an issue price of' 11.28 per Equity Shares.
In line with the Telecom Reforms Package of 2021 andcontinuous dialogue with the Government of India (GOI)and the DoT for conversion of spectrum auction dues of' 369.5 Bn into Equity Shares, an order was received bythe Company to issue and allot 36.95 Bn Equity Shares atan issue price of ' 10/- each. With this, GoI shareholdingincreased from 22.6% to 48.99% whilst the Promotershareholding stood at 25.6%. The promoters continue tohave operational control of the Company.
Considering all above, your Company has successfully issuedequity of ~ ' 614 Bn in Financial Year 2024-25.
The financial statements of the Company have been preparedin accordance with the Indian Accounting Standards (Ind AS)notified under section 133 of the Companies Act, 2013 readwith the Companies (Accounts) Rules, 2014.
The standalone and consolidated financial highlights of yourCompany for the Financial Year ended March 31, 2025 aresummarised as follows:
Particulars
Standalone
Consolidated
2024-25
2023-24
Income from sale of goods
430,450
422,454
434,557
425,727
and services
Other Operating Income
1,123
757
1,156
790
Other Income
10,259
614
10,206
1,132
Total Income
441,832
423,825
445,919
427,649
Expenses
258,261
258,009
254,447
255,257
EBITDA
183,571
165,816
191,472
172,392
Depreciation and
214,112
219,883
219,732
226,335
Amortisation
EBIT
(30,541)
(54,067)
(28,260)
(53,943)
Finance Cost
245,301
257,630
245,434
257,655
EBT
(275,842)
(311,697)
(273,694)
(311,598)
Exceptional Items (Net)
1,421
7,555
Share of JV/Associates
18
(55)
Profit /(Loss) Before Tax
(274,421)
(304,142)
(273,676)
(304,098)
Taxes
8,220
158
8286
Profit/(Loss) after Tax
(312,362)
(273,834)
(312,384)
Standalone revenue of your Company stood at ' 431,573Mn, an increase of 1.98% over previous year. The EBITDAstood at ' 183,571 Mn, registering an increase of 10.71%over the previous year. The Loss after tax of the Companyfor the Financial Year 2024-25 stood at ' 274,421 Mn vis¬a-vis ' 312,362 Mn for the previous year.
On a consolidated basis, the revenue of your Company stoodat ' 435,713 Mn, an increase of 2.16% over the previous year.The EBITDA stood at ' 191,472 Mn registering an increaseof 11.07% over the previous year. The loss after tax of theCompany stood at ' 273,834 Mn for Financial Year 2024-25vis-a-vis ' 312,384 Mn for the previous year.
Revenue: For the Financial Year ending March 31, 2025,the Company recorded a revenue from operations of
' 435,713 Mn, reflecting an increase of ' 9,196 Mn over' 426,517 Mn reported for the year ended March 31, 2024,primarily due to tariff hike.
Other income comprising of interest income, gain oninvestments in mutual funds, Profit on sale of equityinstruments, and others, increased by ' 9,074 Mn from' 1,132 Mn for the Financial Year ended March 31, 2024 to' 10,206 Mn for the Financial Year ended March 31, 2025.The increase was primarily due to increase in interest incomeby ' 9,270 Mn.
Operating expenses: Total operating expendituredecreased by ' 810 Mn from ' 255,257 Mn for the FinancialYear ended March 31, 2024 to ' 254,447 Mn for the FinancialYear ended March 31, 2025
Cost of trading goods: Cost of trading goodsdecreased by ' 139 Mn from ' 156 Mn for the year endedMarch 31, 2024 to ' 17 Mn for the year ended March 31, 2025primarily due to a decrease in volume of data cards soldduring the year.
Employee benefit expenses: Employee benefit expensesincreased by '1,085 Mn from ' 21,224 Mn for the FinancialYear ended March 31, 2024 to ' 22,309 Mn for the FinancialYear ended March 31, 2025, primarily due to increments insalary during the year.
Network expense and IT outsourcing cost: Networkexpense and IT outsourcing cost decreased by ' 3,713 Mnfrom ' 98,104 Mn for the year ended March 31, 2024 to' 94,391 Mn for the year ended March 31, 2025 primarily dueto decrease in repairs and maintenance - plant and machineryexpenses, power and fuel expenses, IT outsourcing cost &lease line and connectivity charges.
License fees and spectrum usage charges: License feesand spectrum usage charges increased by ' 236 Mn from' 36,726 Mn for the Financial Year ended March 31, 2024 to' 36,962 Mn, for the Financial Year ended March 31, 2025.
Roaming and access charges: Roaming and accesscharges increased by ' 4,797 Mn from ' 41,177 Mn for theFinancial Year ended March 31, 2024 to ' 45,974 Mn for theFinancial Year ended March 31, 2025, primarily on accountof increase in termination charges and roaming charges.
Subscriber acquisition and servicing expenditure:
Subscriber acquisition and servicing expenditure, decreasedby ' 1,883 Mn from ' 42,806 Mn for the Financial Year ended
March 31, 2024 to ' 40,923 Mn for the Financial Year endedMarch 31, 2025 primarily on account of decrease in Costof sim and Collection, telecalling and servicing expenses.
Advertisement, business promotion expenditureand content cost: Advertisement, business promotionexpenditure and content cost decreased by ' 647 Mn from' 5,647 Mn for the Financial Year ended March 31, 2024 to' 5,000 Mn for the Financial Year ended March 31, 2025primarily due to a decrease in content cost.
Other expenses: Other expenses decreased by ' 546 Mnfrom ' 9,417 Mn for the Financial Year ended March 31,
2024 to ' 8,871 Mn for the Financial Year ended March 31,
2025 primarily due to lower Bad debts.
The composition of total operating expenses (amount andpercentage to total operating expenses) are as follows:
The EBITDA has increased by ' 19,080 Mn from' 172,392 Mn for the Financial Year ended March 31, 2024 to' 191,472 Mn for the Financial Year ended March 31, 2025.EBITDA as a percentage of Total Income increased to 42.94%for the Financial Year ended March 31, 2025, compared to40.31% for the Financial Year ended March 31, 2024.
depreciation charge for the year has decreased by ' 4,778Mn from ' 138,715 Mn for the Financial Year ended March31, 2024 to ' 133,937 Mn for the Financial Year endedMarch 31, 2025. The amortisation charge for the year hasdecreased by ' 1,825 Mn from ' 87,620 Mn for the FinancialYear ended March 31, 2024 to ' 85,795 Mn for the FinancialYear ended March 31, 2025.
Finance Cost for Financial Year ended March 31, 2025decreased by ' 12,221 Mn from ' 257,655 Mn for theFinancial Year ended March 31, 2024 to ' 245,434 Mn forthe Financial Year ended March 31, 2025, due to decreasein interest on fixed period loan and certain reversals in otherinterest charges offset by increase in interest on Deferredpayment obligation towards spectrum & AGR dues.
Profits and taxes: The loss before tax for the Financial Yearended March 31, 2025 stood at ' 273,676 Mn as comparedto a loss of ' 304,098 Mn for the Financial Year endedMarch 31, 2024. The loss after tax for the Financial Year endedMarch 31, 2025 stood at ' 273,834 Mn as compared to a loss of' 312,384 Mn for the Financial Year ended March 31, 2024.
Capital expenditure: During the Financial Year 2024-25,capital expenditure (including capital advances and excludingRoU assets and spectrum) incurred was ' 94,103 Mn.In addition ' 3,976 Mn was incurred towards bandwidth and' 34,967 Mn towards spectrum acquisition.
• The gross and net block of property, plant andequipment and intangible assets (including capital workin progress and intangible assets under development)stood at ' 3,456,635 Mn and ' 1,595,318 Mnrespectively.
• Non-current and current financial assets increased by' 103,382 Mn from ' 98,848 Mn to ' 202,230 Mnprimarily due to increase in fixed deposits with banksincluding margin money.
• Other assets (non-current and current) increased by' 13,646 Mn from ' 167,356 Mn to ' 181,002 Mnprimarily due to increase in GST recoverable and capitaladvances.
• The paid-up Equity Share Capital of the Companyincreased by ' 212,732 Mn during the year due to:
a. Issuance of 16,363,636,363 Equity Shares offace value of ' 10/- each per Equity Share throughFPO
b. Issuance of 160,000,000 Equity Shares of facevalue of ' 10/- each per Equity Share pursuant toconversion of Optionally Convertible Debentures(OCDs)
c. Issuance of 4,749,456,199 Equity Shares of facevalue of ' 10/- each per Equity Share throughpreferential allotment and
d. Issuance of 122,064 Equity Shares of face valueof ' 10/- per Equity Share under Employee StockOption Scheme (ESOS).
> Other Equity:
The Company's Other Equity improved from
' (1,542,866) Mn as of March 31, 2024, to
' (1,417,132) Mn as of March 31, 2025. This movement
is attributable to:
a. Conversion of Government of India loan amountingto ' 369,500 Mn, disclosed as share applicationamount pending allotment.
b. An increase in securities premium of ' 30,240Mn, arising from the FPO and Preferential Issue.
c. Loss for the year amounting to ' (273,834)Mn and Other Comprehensive loss for the yearamounting to ' (172) Mn.
• As on March 31, 2025, the total equity stood at' (703,202) Mn as compared to the total equityof ' (1,041,668) Mn for the Financial Year endedMarch 31, 2024.
• Long term and short-term borrowings decreasedby ' 113,336 Mn and stood at ' 1,962,962 Mn ason March 31, 2025 primarily due to conversion ofdeferred payment obligation liability into equityshares and disclosed as share application amountpending allotment, repayment of bank loans andconversion of OCDs into Equity Shares which isoffset by annual interest accreted on spectrumand AGR obligation.
• Non-current and other current financial liabilitiesdecreased by ' 97,963 Mn and stood at' 626,260 Mn for the Financial Year endedMarch 31, 2025 primarily due to decrease ininterest accrued but not due, trade payables andpayables for capital expenditure.
• Non-current and other current liabilities andprovisions increased by ' 1,359 Mn and stood at' 92,479 Mn for the Financial Year ended
March 31, 2025 mainly due to increase in deferredrevenue and advance from customer and taxes,regulatory, statutory liabilities offset by reductionin current tax liability.
Cash Flow Statement: The cash generated fromoperations of ' 92,906 Mn, issue of share capital throughFPO (net of share issue expenses of ' 3,041 Mn) of ' 176,959Mn, issue of share capital through preferential allotment(net of share issue expenses of ' 18 Mn) of ' 64,412 Mn,proceeds from borrowings of ' 10,000 Mn, interest received of' 4,523 Mn and other cash inflows of ' 229 Mn which wasprimarily used for repayment of ' 160,003 Mn towards leaseliabilities and borrowings, payment of ' 20,902 Mn towardsinterest and finance charges, payment of ' 98,353 Mntowards capital expenditure (net of sale proceeds), paymentof ' 5,037 Mn towards deferred payment obligation towardsspectrum, upfront payment of ' 3,315 Mn towards spectrumand placement of fixed deposits with banks having maturityof 3-12 months of ' 60,529 Mn. Consequently, cash andcash equivalents as at March 31, 2025 stood at ' 2,568 Mn.
The key financial ratios are as under:
Debtors Turnover Ratio (number of
17
days)(1)
Current Ratio(2)
0.82
0.34
Debt Equity Ratio(3)
(2.81)
(2.01)
Debt Service Coverage Ratio (‘DSCR')(4)
0.38
0.24
Interest Service Coverage Ratio (‘ISCR')(5)
0.41
0.30
Operating Profit Margin (%)(6)
-9%
-13%
Net Profit Margin (%)(7)
-64%
-74%
Return on Net Worth (%)(8)
NA
1 Debtors turnover ratio (number of days) = [(Average tradereceivables)/(Revenue from operations)*Number of days duringthe year]
2 Current ratio = Current asset/ Current liabilities (excluding shortterm borrowings)
3 Debt equity ratio = Debt (excluding interest accrued but notdue)/ Equity
4 DSCR =[Profit/(loss) before exceptional items and tax +Depreciation & amortisation expenses (excluding depreciationon 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 andinterest on lease liabilities) + Interest capitalised + Scheduledlong term principal repayments (excluding prepayments)]
5 ISCR = [Profit/(loss) before exceptional items and tax +Depreciation & amortisation expenses (excluding depreciationon ROU assets) + Finance costs (excluding fair value gains/losses on derivatives and interest on lease liabilities)] /[Financecosts (excluding fair value gains/losses on derivatives andinterest on lease liabilities) + Interest capitalised]
6 Operating margin (%) = [Profit/(loss) before exceptional itemsand tax + Finance costs - Other income] / Revenue fromoperations
7 Net profit margin (%) = Net profit/(loss) after tax /Revenue fromoperations
8 Not computed due to negative Net-worth as on March 31, 2025and March 31, 2024.
As your Company has incurred net loss during the FinancialYear 2024-25, your Directors have not recommended anydividend for the year.
During the Financial Year under review, the Board has notproposed to transfer any amount to Reserves.
During the year, your Company successfully completed FurtherPublic Offering (“FPO") of Equity Shares aggregating to' 180 Bn, which was the largest FPO in India. Pursuantto the said FPO, on April 23, 2024 your Company issuedand allotted 16,36,36,36,363 Equity Shares of face value' 10/- each at an Offer price of ' 11/- per Equity.
During the Financial Year under review, the followingpreferential issues were undertaken:
(a) In May 2024, your Company raised ' 20,750 Mnby issuing 1,39,54,27,034 Equity Shares to OrianaInvestments Pte. Ltd. a Promoter Group Company onpreferential basis at an issue price of ' 14.87 per EquityShare.
(b) In July 2024, your Company raised ' 24,580 Mnby issuing 1,02,70,27,024 Equity Shares to NokiaSolutions and Networks India Private Limited and63,37,83,780 Equity Shares to Ericsson India Private
Limited, vendors of the Company on preferential basisat an issue price of ' 14.80 per Equity Share.
(c) In January 2025, your Company raised ' 19,100 Mnby issuing 1,08,45,94,607 Equity Shares to OmegaTelecom Holdings Private Limited and 60,86,23,754Equity Shares to Usha Martin Telematics Limited,promoters of the Company on preferential basis at anissue price of ' 11.28 per Equity Share.
Conversion of OCDs into Equity Shares
During the year under review, pursuant to the exercise of theoption attached to the Optionally Convertible Debentures(OCDs) by the OCD Holder(s), issued by the Company in theFinancial Year 2022-23, your Company in July 2024, allotted16,00,00,000 Equity Shares of face value of ' 10/- eachagainst the conversion of balance 1,600 OCDs. With thesaid conversion, all outstanding OCDs stand converted intoEquity Shares and there are no outstanding OCDs as at theend of the Financial Year.
In July 2024, your Company issued and allotted 122,064Equity Shares of ' 10/- each, to the RSU grantees (employees/ Directors) pursuant to the exercise of Restricted StockUnits (RSU's) by the eligible employees / Directors underthe Employee Stock Option Scheme, 2013 (ESOS-2013).
During the Financial Year, the Ministry of Communications,Government of India in line with the Reforms and SupportPackage for Telecom Sector announced in September 2021and in response to the Company's request, issued an Orderunder Section 62(4) of the Companies Act, 2013 dated29 March 2025, for conversion of Deferred Paymentobligations towards spectrum auction dues, includingdeferred dues repayable after expiry of the moratoriumperiod, aggregating to ' 369,500 Mn into 36,95,00,00,000Equity Shares of the face value of ' 10/- each at an issueprice of ' 10/- each. In compliance with Section 62(4) ofthe Companies Act, 2013, the Board of Directors of yourCompany has allotted 36,95,00,00,000 Equity Shares at anissue price of ' 10/- each on April 8, 2025 to the Departmentof Investment and Public Asset Management, Governmentof India (acting through President of India). As at March31, 2025, the Company has derecognized an amount of
' 369,500 Mn out of deferred payment obligation towardsspectrum, and has disclosed the same as “Share applicationamount pending allotment" under Other Equity.
During the year under review, pursuant to the approvalgranted by the shareholders at the Extra-ordinary GeneralMeeting held on May 8, 2024, the Authorised Share Capital ofthe Company stands increased from ' 750,000 Mn (dividedinto ' 700,000 Mn Equity Share Capital and ' 50,000 Mnpreference share capital) to ' 1,000,000 Mn (divided into' 950,000 Mn Equity Share Capital and ' 50,000 Mnpreference share capital).
Further, consequent to the Order dated March 29,2025 issued by the Government of India, Ministry ofCommunications, under section 62(4) of the CompaniesAct, 2013 directing for conversion of Deferred Paymentobligations towards spectrum auction dues amounting to' 369,500 Mn into 36,950 Mn Equity Shares, the AuthorisedShare Capital of the Company, stands increased by' 3,69,50,00,00,000 consisting of 36,95,00,00,000 EquityShares of ' 10/- each, in accordance with Section 62(6) ofthe Companies Act, 2013.
Accordingly, as of March 31, 2025, the Authorized sharecapital of the Company stands increased from ' 1,000,000Mn to ' 1,369,500 Mn.
Consequent to the aforesaid issuances as mentioned above,the issued, subscribed and paid-up Equity Share Capital asat end of March 31, 2025 stands at ' 7,13,93,03,50,010/-comprising of 71,39,30,35,001 Equity Shares of the facevalue of ' 10/- each.
Further, post allotment of Equity Shares to Government ofIndia on April 8, 2025, the issued, subscribed and paid-upEquity Share Capital as of date of this report stands at' 10,83,43,03,50,010/- comprising of 1,08,34,30,35,001Equity Shares of the face value of ' 10/- each.
As at March 31, 2025, on a standalone basis, the Companyhad cash and cash equivalents of ' 2,185 Mn and FixedDeposits with banks having maturity of 3 to 12 months of' 60,531 Mn (mainly FPO proceeds), the total debt from
inter-company loan stood at ' 1,142 Mn and the paymentobligations to the Government stood at ' 1,939,702 Mn(comprising deferred spectrum payment obligations of' 1,180,250 Mn and AGR liability of ' 759,452 Mn).
As at March 31, 2025, on a consolidated basis, the Companyhad cash and cash equivalents of ' 2,568 Mn and FixedDeposits with banks having maturity of 3 to 12 months of' 60,533 Mn (mainly FPO proceeds), the total debt frombanks and financial institutions stood at ' 23,260 Mnand the payment obligations to the Government stood at' 1,939,702 Mn (comprising deferred spectrum paymentobligations of ' 1,180,250 Mn and AGR liability of ' 759,452 Mn).
All scheduled loan repayments were made on respectivedue dates.
As on March 31, 2025, the rating of Long Term Bank Facilitiesis CARE BB+ (Stable) and Short Term Bank Facilities isCARE A4+.
Considering favorable developments, the credit rating ofthe Long Term Bank Facilities stands upgraded to CAREBBB- (Stable) and Short Term Bank Facilities to CARE A3,as of date of this report.
Further, for certain Long Term Bank Facilities, in April 2025ICRA has assigned the rating of ICRA BBB- (Stable).
On a standalone basis, for the Financial Year 2024-25,capital expenditure (including capital advances and excludingRoU assets and spectrum) incurred was ' 89,927 Mn. Inaddition, ' 3,976 Mn was incurred towards bandwidth and' 34,967 Mn towards spectrum acquisition.
On a consolidated basis, for the Financial Year 2024-25,capital expenditure (including capital advances and excludingRoU assets and spectrum) incurred was ' 94,103 Mn. Inaddition ' 3,976 Mn was incurred towards bandwidth and' 34,967 Mn towards spectrum acquisition.
Your Company has not accepted any fixed deposits and, assuch, no amount of principal or interest was outstanding,as on the date of the Balance Sheet.
The Hon'ble Supreme Court had upheld the viewconsidered by Department of Telecommunications(“DoT”) in respect of the definition of Adjusted GrossRevenue (“AGR”) (“AGR Judgment”) and confirmedthe principal demand, levy of interest, penaltyand interest on penalty resulting in significantfinancial implications on the Company. The Hon'bleSupreme Court also had vide its final order datedSeptember 1, 2020, inter-alia directed that telecomoperators shall after making payment of the firstinstance, make payment of 10% of the total duesas demanded by the DoT by March 31, 2021 andshall thereafter make payment in ten installmentscommencing from April 1, 2021 to March 31, 2031payable by 31st March of every succeeding FinancialYear.
The Union Cabinet on September 15, 2021 announcedmajor structural and process reforms in the telecomsector (“Telecom Relief Package 2021”) and approveddeferment up to four years for AGR dues and spectrumauction instalments payable from October 1, 2021 toSeptember 30, 2025 excluding the instalments duefor spectrum auction conducted post 2021, withoutany change in the overall tenure. On October 14, 2021,DoT issued the required notification giving an optionfor moratorium of Spectrum installments and AGRdues. The Company conveyed its acceptance for thedeferment of Spectrum auction installmenlts and AGRdues by a period of four years. Resultantly, the nextAGR instalment of ' 164,280 Mn is due on March 31,2026.
During the year, the Company's Review Petition and aCurative Petition filed before the Hon'ble Supreme Courtin FY22 and FY24 respectively have been dismissed.
Subsequently, in April 2025, the Company representedto DoT seeking certain relief on the AGR matter.Post disposal of the representation, the Companyhad filed a Writ Petition on May 13, 2025 seekingappropriate relief/direction in the matter before theHon'ble Supreme Court, which was dismissed onMay 19, 2025. In the Company's view, this dismissaldoes not preclude it from further engaging with the
Government of India based on its foreseeable cashflowsfor arriving at an appropriate solution on the AGRmatter before the next instalment date.
As at March 31, 2025, the net liability towards the AGRjudgment amounting to ' 759,452 Mn (net of paymentand conversion) of which ' 655,927 Mn is disclosedas Deferred Payment Obligation (DPO) under longterm borrowings and the balance of ' 103,525 Mn asshort-term borrowings in the financial statements.
The Telecom Reforms Package of 2021 provided fordeferment of AGR dues which are payable in annualinstalments as determined by the Hon'ble SupremeCourt for up to four years without any change inthe instalment period and deferment of spectrumauction instalments payable from October 1, 2021 toSeptember 30, 2025 excluding the installments due forspectrum auction conducted in 2021. It also providedupfront conversion on any of the interest amountarising due to such deferment into equity on an NetPresent Value (NPV) basis. The Company had conveyedits acceptance for the deferment of Spectrum Auctioninstallments and AGR Dues by a period of four yearsand on January 10, 2022 conveyed its acceptance forconversion of such interest on the deferred instalmentsrelated to deferred annual spectrum liabilities andAGR dues into shares in the Company. The DoT, onFebruary 3, 2023, issued an Order under Section 62(4)of the Companies Act, 2013 (“the Act”), directing theCompany to issue equity shares against the loan of' 161,332 Mn representing NPV as at the date ofexercise of option i.e. January 10, 2022. On February7, 2023, the Company's Board approved allotment ofshares to the Government of India (‘GoI').
In line with the Telecom Reforms Package of 2021 andin response to the Company's request, DoT issued anOrder under Section 62(4) of the Companies Act, 2013on March 29, 2025, to convert certain spectrum auctiondues which were due after moratorium in FY26, FY27and FY28, amounting to ' 369,500 Mn (“OutstandingSpectrum Auction Dues”), into equity shares of theCompany. Accordingly, the Company has dischargedthe aforesaid Outstanding Spectrum Auction Duesaggregating to ' 369,500 Mn on a present value basis,by issuing 36,950,000,000 Equity Shares at an issue
price of ' 10/- each on April 8, 2025. As at March 31,2025, the Company has derecognised an amount of' 369,500 Mn out of Deferred payment obligationtowards spectrum (including related interest accruedthereon), and has disclosed the same as “Shareapplication amount pending allotment" under OtherEquity. Pursuant to the above, the GoI shareholdingstands at 48.99% and the promoter shareholdingstands at 25.57%. However, there is no change in thegovernance rights of your Company and the sameremains with the Promoters.
In June 2024, your Company acquired 50 MHz ofspectrum across low band and mid band spectrum (900MHz, 1800 MHz and 2500 MHz) in 11 circles at a totalcommitment of ' 3,510 Crore, at the spectrum auctionconducted by the Department of Telecommunications(DoT). In addition to renewal of 900 MHz spectrum inUttar Pradesh (West) and West Bengal circles, yourCompany has also enhanced its 900 MHz spectrumholding in 7 circles, namely Andhra Pradesh, TamilNadu, Karnataka, Punjab, Rajasthan, Uttar Pradesh(East) and Kolkata, enabling it to dedicate adequate900 MHz band spectrum for 4G thereby enhancing theexperience of its 4G customers in these large markets,particularly the indoor experience. In circles of AndhraPradesh, Tamil Nadu (excluding Chennai), Punjab andlarge parts of Karnataka and Uttar Pradesh (East), 4Gon sub GHz 900 band will be offered for the first timewhich will result in better coverage and experience.In addition to 900 MHz spectrum, your Company hasalso acquired 1800 MHz spectrum in Madhya Pradeshand 2500 MHz spectrum in Bihar, which will help inincreasing the network capacity. Your Company alreadyholds sufficient and competitive 5G spectrum in its 17priority circles.
In December 2024, under the Telecom ReformsPackage 2021, the Department of Telecommunications(DoT) dispensed with the industry's requirement ofsubmission of Financial Bank Guarantees (BG) for theSpectrum acquired in Spectrum Auction held in 2012,2014, 2015, 2016 and 2021, subject to certain termsand conditions. Prior to this reform, BGs aggregatingto ' 24,800 Crore were required to be provided by
your Company against each spectrum instalment, 13months prior to the installment falling due for theabove auctions. As per your Company's understandingof the terms and conditions, out of all the 5 auctionsmentioned above, no BGs will be required to beprovided by your Company for the 2012, 2014, 2015,2016 and 2021 auctions. However, there was aone-time partial shortfall only for the 2015 auction,where the NPV was calculated as ' 6000 crore (byway of BG) or ' 5500 crore (by way of upfront cashpayment), as conveyed by the DoT. This amount waslater adjusted in the process of conversion of spectrumdues into equity stake held in April 2025. This step ofBG waiver is a clear indication of the Government'scontinued support to the private players of the Indiantelecom industry.
In respect of levy of One Time Spectrum Charge(‘OTSC'), the DoT has raised demand on the Companyand erstwhile Vodafone India Limited (VInl) andVodafone Mobile Services Limited (VMSL) in January2013 for spectrum beyond 6.2 MHz in respectiveservice areas for retrospective period from July 1, 2008to December 31, 2012 and for spectrum held beyond4.4 MHz in respective service areas effective January1, 2013 till expiry of the period as per respectivelicenses. In the opinion of the Company, the abovedemand amounts to alteration of financial terms ofthe licenses issued in the past and therefore theCompany filed a petition in the Hon'ble High Court ofBombay, which vide its Order dated January 28, 2013,had directed the DoT to respond and not to take anycoercive action until the next date of hearing. Similarlyerstwhile VInl and VMSL had filed a petition before theHon'ble Tribunal Telecom Disputes Settlement andAppellate Tribunal (TDSAT) which vide its Order datedJuly 4, 2019 held that for spectrum below 6.2 MHz,OTSC is not chargeable and accordingly demand isset aside. For spectrum beyond 6.2 MHz, if spectrumis allotted after July 1, 2008, OTSC shall be leviedfrom the date of allotment of such spectrum and ifspectrum is allotted before July 1, 2008, OTSC shallbe levied from January 1, 2013 till the date of expiryof licenses and ordered DoT to issue revised demands,if any, as per terms of direction given. The Company's
appeal before the Hon'ble Supreme Court for levy ofOTSC beyond 6.2 MHz, though initially dismissed,was reinstated following a review petition filed in thisregard. The DoT has also preferred an appeal againstthe TDSAT judgement for levy of OTSC on spectrumbelow 6.2 MHz. The matter is currently pending beforethe Hon'ble Supreme Court.
In March 2025, your Company launched 5G servicesin Mumbai, Maharashtra. As per initial reports, in theareas where Vi 5G is live, over 70% of eligible usersare experiencing Vi 5G. Subsequently, 5G serviceswere launched in Patna and Chandigarh in April 2025,followed by launch in Delhi, with plans to launch inother cities in FY26. As part of its introductory offer,your Company's users can enjoy unlimited 5G data onplans starting from ' 299 and experience 5G speed forvarious use cases like streaming, gaming, conferencing,fast downloads, and real-time cloud access.
August 2, 2024, the Telecom Regulatory Authority ofIndia (TRAI) issued the revised QoS Regulations. TheseRegulations that came into effect from October 1, 2024further tightened the norms of QoS Performance andReporting. The key norms include assessments goingmonthly (from quarterly), strict norms for call drops,coverage maps on TSP websites, soft penalties fornetwork outage in a district for more than 4 hours etc.
• The Telecommunications Act, 2023: On December24, 2023, the Telecommunications Act 2023 waspublished. Since then, several Rules have beenpublished under the Act, providing an implementingframework for the enactment of the several provisionsof the Act. Most notably, the Rules have been publishedon:
- Right of Way Rules
- Digital Bharat Nidhi Rules (erstwhile USOF)
- Cyber Security Rules
- Critical Telecom Infrastructure Rules
- Temporary Suspension of Services Rules
- Procedures and Safeguards for Lawful Interception
of Messages Rules
Your Company actively contributed to the consultationsundertaken by the Government on the Rules and looksforward to their effective implementation.
• E-band Spectrum Allocation: On January 28, 2025,the Company was allocated (on its application) E-bandSpectrum in Delhi, Mumbai and Bihar for 1 carrier ineach LSA necessary for expansion of 5G network.
• Amendment to Telecom CommercialCommunications Customer PreferenceRegulations, 2018 (TCCCPR): On February 12,2025, the Telecom Regulatory Authority of India(TRAI) notified an amendment to the TCCCPR, 2018.As per the amendment, TSPs are required to acceptcomplaints against spam after up to a week ofreceiving such calls, act on unregistered telemarketersfaster (within five days), and impose lower tolerancethresholds for reported spammers.
These Regulations are in addition to your Company'ssignificant initiatives to address unsolicited commercialcommunications (UCC) and protect consumersfrom fraud. These measures include implementing140XX and 1600XX telemarketing numbers andintegrating them with Distributed Ledger Technology(DLT) platform, developing a robust system toblock invalid International Long-Distance OperatorCodes, introducing URL whitelisting, ensuringlinking a business (Principal Entity) with the specifictelemarketers they authorize to send messages ontheir behalf for traceability and accountability inSMS communication and leveraging technologiessuch as AI and ML to identify and prevent spam inreal-time. However, with TSPs taking measures to controlspam, the industry is of the view that a collaborativeeffort is required, including the need of measures bythe OTT communication platforms, which also offercommunication services to citizens of the country.
In January 2025, the Ministry of Electronics andInformation Technology (MeitY) published the draft
Rules, under the Digital Personal Data Protection Act2023, for public consultation. Industry discussionscontinue to ensure that the Rules protect personaldata, while ensuring seamless compliance.
Your Company has elevated both product and marketing
differentiation to new heights, offering unique products and
services. Some of these are:
• Vi Business launched Easy+, an industry - first,innovative proposition on corporate postpaid plans,offering customers an option to select and directlypurchase services like International roaming, OTTsubscriptions and data packs for their personal useon their existing corporate plans. This service can beavailed by downloading the Vi App.
• Personal cloud storage was another laudable featurelaunched in Vi Business Plus postpaid corporate plans,thus strengthening the overall product portfolio.
• Vi Business has launched Vi Business Assist, thetransformative self-service platform that empowersbusinesses to streamline their telecom operations. Theplatform offers a range of features, including unifiedaccess to both Enterprise Mobility and Fixed Lineservices, comprehensive account management tools,simplified billing and payment options, and a mobile-optimized design to ensure a seamless experience.
• For our discerning audience, your Company partneredwith renowned and sought-after personalities likeDinesh Karthik and Kalki Koechlin to create an auraaround the premium products. These collaborationshelped us connect with the target audience effectivelyand reinforced the aspirational appeal of the postpaidofferings.
• As part of Vi Business's thought leadership forum, atwo-episode TV series of Vi TeeWalk Executive TurfSeason 2 was telecast on CNBC TV18 with top industryleaders and policymakers exploring key developmentson the critical topics of Artificial Intelligence andCybersecurity that are shaping the future of India Inc.
• Vi Movies and TV - Enhancing the connected TVportfolio, we introduced a new Vi MTV 175 pack,combining data benefits with seamless access to high-quality digital entertainment.
India's Telecom Sector serves over 1.1 Billion users andwith one of the world's most advanced and widely coveredbroadband networks. This access to communication andtechnology to every Indian is fueling an explosion of datausage, content, digital payments and a plethora of digitalservices that are touching and improving the lives of everyIndian. For the telecom sector that serves literally the entirepopulation across all segments and geographies, a nuancedunderstanding of all macro and micro factors at play iscritical to effectively servicing the audience, because afterall, the diversity in India is unmatched.
With the extent of India's geographic, economic, linguistic,cultural, occupational and behavioral diversity, your Companyrealized effectively cutting through this audience andsuccessfully serving them will require the use of preciseand large-scale self-learning predictive AI/ML models thatcan curate the offerings basis the unique needs of eachsegment and microcosm.
Sensing this opportunity, your Company was one of the firsttelcos in India to launch its own Big Data and advanced AI/ML based cloud data analytics platform on AWS Cloud witha goal to establish a fast, scalable and cost-efficient modelof servicing its vast customer base and drive businessgrowth through precision marketing and customer-orientedservice model.
Today, your Company hosts a state-of-the-art data sciencepractice in house which leverages an advanced data lakeand business intelligence platforms that's seamlesslymated with AWS processing magnanimous volumes of dataeveryday. These massive data points are utilized by in-houseAI/ML models to build recommendation engines, predictChurn, customer upgrades, cross selling opportunities andother such predictive engines that allows us to effectivelysegment and target the customers with curated offeringsbest suited to their needs, usage, paying capacity andconsumer behavior.
The AI/ML engines are further strengthened with anadvanced MarTech suite that can effectively map thecustomers Telco usage and behavioral patterns along withfootprints from customer touchpoints and journeys acrossthe brand app, website and other 3rd Party platforms and
wallets. This system helps us trigger precise, curated andreal time alerts recommending their next recharge, plan, datatop up and other offerings best suited to their needs. Withthese systems now gaining maturity and your Company isnow being able to effectively deliver 2-5% incremental liftin revenue generation or cost savings.
Today, your Company is deploying its Big Data Enginesand Data Science practice to increase its subscriberbase, enhance ARPU, optimize cost, augment operationalefficiency, accelerate Digital adoptions for Consumers,Marketing, Digital and Enterprise offerings/services forPrepaid & Post-paid businesses.
During Financial Year 2024-25, your Company also usedGenerative AI to create marketing campaigns and contentwith such impact and scale unheard of before. During thecourse of the year, we experimented extensively with theuse of generative AI to create fast, scalable and curatedvideo content - some of which were even commerciallydeployed by us in mainstream media with great effect andpopular reception. Furthermore, one of such campaigns inpartnership with Spotify (Vi Vibe Check) was recently rankedas one of the best campaigns on the Spotify platform. Inthis Campaign AI was used for generating both the contentas well as suggesting the tracks and playlist for the useraccording to ‘his/her' vibe or mood.
Your Company has also been using AI extensively forCybersecurity applications. We have deployed AI algorithmsin-house for performing volumetric, frequency, URL, andcalling pattern analyses to detect and flag spam messages -resulting in almost 2.5 Mn messages being flagged as SPAMeveryday for the benefit and convenience of the customersin evading SPAM.
In partnership with top security providers including FirstWave,Fortinet, Cisco, TrendMicro, IBM, and Netscout Arbor,Business has introduced Secure, a comprehensivecyber security portfolio. This initiative equips enterpriseclients with a suite of dependable, cutting-edge securitysolutions that cater to their present and future cyber securityrequirements.
Vi Business has embarked on a partnership with Genesysto enable Indian businesses with advanced cloud CX and
telecom solutions, transforming their contact centeroperations and strengthening customer engagement andservices. This collaboration marks Vi Business's entryinto Contact Centre as a Service (CCaaS) to introducenext-gen cloud CX solutions offering an AI powered, unifiedomnichannel customer experience.
Vi Business has entered into a strategic partnership withInfinity Labs Ltd to introduce a Make-in-India SDWANsolution as part of its Hybrid SDWAN portfolio. Thecollaboration enhances the portfolio by integrating advancedAI-based security features, offering Indian enterprises arobust defense against the growing threat of cyber-attacksand demonstrating Vi Business's commitment to offerindigenous technology & nurture innovation.
Vi Business strengthened IoT solutions with PlatformInnovations, Industry Milestones, and Strategic Partnerships.
We continued to evolve in tandem with the rapidly growingIoT ecosystem. The efforts this year have focused onenhancing platform capabilities to ensure we are future-ready-delivering solutions that meet both regulatorycompliance and operational efficiency for enterprises.
A significant step in this journey was the successfulmigration of the eSIM business to a new ConnectivityManagement Platform, completing the transition to IoTSmart Central-comprehensive, next-generation platform.This enables enterprises to take greater control through aself-service interface that supports end-to-end SIM lifecyclemanagement, including diagnostics and billing.
In a landmark industry development, Vi Business becamethe first Indian telecom operator to launch a Multi-OperatoreSIM solution for B2B customers, reaffirming the leadershipin enterprise connectivity. We also expanded the offeringswith value-added services such as Device Management forIoT devices, further strengthening integrated IoT ecosystem.
Vi-C-DOT IoT Lab, envisioned as a collaborative ecosystemfor interoperability and standardization, is gaining industrymomentum. With 26 certifications issued this year, thelab-offered under a unique Lab-as-a-Service model, thefirst of its kind in Indian telecom-has evolved into a Centerof Excellence, co-creating future-ready use cases inpartnership with technology innovators.
Some key awards and recognitions received by your Companyduring the period are:
• MarTech Excellence Award Quantic India (Category:Awarded to MarTech team for practicing innovativeMarTech technology in digital channels).
• Flame Awards Asia 2024 by RMAI (Rural MarketingAssociation of India) - Category: Awarded to mPowerteam for best use of technology in Channel Development.
• ET Retail Awards:
- Customer Engagement & Experience Initiative(Vi Shop).
- Emerging E-Commerce Platform Of The Year(Vi Shop).
• CX Strategy Summit & Awards: Digital ExperienceStrategy of the Year (Vi Shop).
• ET Brand Equity Martech Awards: Use of MarketingAutomation (Silver Award).
• RMAI (Rural Marketing Association of India) Award forBest Use of Technology for Channel Development in2024.
• Telecom Award at the 7th India DevOps Show 2025for Best Use of AI in DevOps.
• Best customer experience strategy for the year at the19th CX Strategy Summit & Awards 2025.
• Vi Business: CIO Choice Awards 2025 award for DigitalTransformation Enabler (Large Enterprise).
• Frost & Sullivan Best Practices Tech InnovationLeadership for SIP Trunking Smart Mobility Solution.
• Voice & Data Excellence Award for IoT Smart Central.
• Asian Telecom 2025 award for Digital Initiative of theYear - Ready for Next MSME Program.
• ET Brand Equity DG+ Award - Bronze for ‘Ready forNext' Campaign for MSMEs.
• Silver Feather Awards for Best New Product Launch(Vi Business Assist).
• Uttar Pradesh Summit - Leading Brand in TelecomSector.
• Impact Influencer Awards-Silver for Ready4Next MSME:Best Multi Influencer Campaign.
• Global winner of prestigious ICMG Global Award 2023for Best Digital Strategy Execution; Best CustomerCentricity & Excellence.
• Vi Foundation's Jaadu Ginni Ka: Financial Literacy forAll programme received Mahatma Award, 2024 forreducing inequality. Since 2018, Jaadu Ginni Ka hasbrought financial awareness to more than 1.7 crorepeople - almost half of them - women across thecountry.
• Recognised by Voice & Data at Telecom LeadershipForum for Sustainable Warehousing and Supply ChainTransformation under the category Corporate SocialResponsibility.
• BCWI Award: Top 100 companies for women in India byAvtar The Power of Diversity, for the third consecutiveyear.
• Vi is recognized among the Top 50 India's BestWorkplaces for ‘Building a Culture of Innovation by All',certified by Great Place to Work Brand & Social Media.
• Vi won the prestigious Cannes Lion award, LondonInternational awards along with Spikes Asia, The Oneshow, D&AD, Kyoorius Awards and the SAMMIE awardsfor its Human Network Testing Campaign with theDabbawalas. Additionally, this campaign won 3 Effiesat its Asia Pacific edition 2024 and also secured Goldin the category Local, Regional or Market SpecificMarketing award at the e4m Marketing Awards.
• At The MOMMYs 2024 awards, Vi won ‘Best SocialMedia Brand- Telecom'.
• At AFAQs Marketers ‘Xcellence Awards 2024', Viwon 5 awards - 2 gold, 2 silver and 1 bronze for its‘Be Someone's We', Postpaid Choose your benefitscampaign, performance marketing & Human NetworkTesting Campaigns.
• Vi won the Best Social media brand - Telecom and forthe Be someone's we Campaign at SAMMIE awards2024.
• Vi's The Dabbawalas, Human Network TestingCampaign, Be Someone's We Campaign and PostpaidChoose your benefits have won multiple awards at the
ET Brand Equity Shark awards, DG+ awards and AFAQSBrandStoryz awards.
• Two Silver Digie Awards for Best use of Visuals in theChoose your benefits campaign and Best Social MediaStrategy Award
• ET Brand Equity Brand Disruption Awards - Silver forUse of Content Marketing
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on March 31, 2025, your Company has nine SubsidiaryCompanies, details are given below:
Subsidiaries
1. Vodafone Idea Telecom Infrastructure Limited(VITIL)
VITIL is engaged in renting out passive infrastructureto telecommunication service providers for hostingtheir active equipment on existing fibre portfolio of~174,000 kms. During the year under review, the totalincome stood at ' 9,946 Mn as compared to ' 9,552Mn in previous year.
2. Vodafone Idea Business Services Limited(VIBSL)
VIBSL is an outsourcing hub for backend IT support,data centre operations and hosting services to theCompany and its Subsidiaries. It also has an OSPlicense business. During the year under review, the totalincome stood at ' 2,951 Mn as compared to ' 1901Mn in the previous year.
3. YOU Broadband India Limited (YBIL)
YBIL is engaged in providing high speed broadbandinternet access through cable network, highbandwidth internet broadband services to retail,enterprise segment, infrastructure support to licensedtelecommunication service providers. During the yearunder review, the total income stood at ' 991 Mn ascompared to ' 1,191 Mn in the previous year.
4. Vodafone Idea Manpower Services Limited(VIMSL)
VIMSL is engaged in the business of providing manpowerservices to the Company. During the year under review,
the total income stood at ' 789 Mn as compared to' 763 Mn in the previous year.
5. Vodafone Idea Communication Systems Limited(VICSL)
VICSL is engaged in the business of trading of Mobilehandsets, data card and related accessories andservices. During the year under review, the total incomestood at ' 341 Mn as compared to ' 387 Mn in theprevious 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 cateringto the Information Technology (IT) needs for dataconsolidation, back end IT support for the Companyand its subsidiaries. During the year under review, thetotal income stood at ' 1,005 Mn as compared to' 944 Mn in the previous year.
7. Vodafone Idea Technology Solutions Limited(VITSL)
VITSL is engaged in providing Technology, Software,Hardware, Value Added Services (VAS), ApplicationSoftware, Contents and related products and servicesthat facilitate and develop access to IT enabled VASproducts and services whether on single or multipleplatform(s) or operating system(s). VITSL is alsoengaged in the business of providing Data Centrerelated services and IT Solutions (including E-SIMs) toits customers. During the year under review, the totalincome stood at ' 320 Mn as compared to ' 399 Mnin the previous year.
8. Vodafone Foundation (VF)
VF is a Section 8 Company as per the Companies Act2013. Pursuant to the enactment of the CompaniesAct, 2013 and Section 135 of the Companies Act,2013, VF is an implementing agency and carries outCorporate Social Responsibility (‘CSR') activities forthe Company, its Subsidiaries, Associate and JointVenture, promoter group companies in line with theSchedule VII of the Companies Act, 2013. VF primarilyfocuses on CSR activities that includes promotingand development of (a) education, (b) financialliteracy, (c) empowerment of women, (d) healthcare,(e) environment, (f) eradication of poverty, (g) improvingsocio-economic condition of farmers.
VMPL was in the business of Prepaid PaymentInstruments (PPI) and Business Correspondence andprovided customers with a mobile wallet and moneytransfer services in the form of m-pesa. VMPL hadceased all operations and surrendered its PPI Licenceissued by the Reserve Bank of India (RBI) under thePayment and Settlement System Act, 2007 witheffect from 30th September, 2019 as per the guidanceand approval of RBI - Department of Payment andSettlement System (DPSS) and also terminated itsBusiness Correspondence Agreement with ICICI Bankwith effect from 31st July 2019.
Post completion of the 3 year period ended September30, 2022, the Company had written to the RBI fornext steps relating to compliances. In response tothis, the RBI has advised to continue maintainingthe unextinguished liability towards PPI holdersand merchant in the escrow account till furthercommunication from their end.
Subsequently in October 2024, the Company appliedand received approval from RBI for change of name asalso for commencing new business. Thereafter, VMPLchanged its name to Vodafone Idea Next-Gen SolutionsLimited (VINGSL) as well as altered the main objectsand commenced the business of providing ValueAdded Services such as “Rich Business Messaging"also known as “Rich Communication Services" and isexploring other areas for carrying on related business.During the year under review, the total income stoodat ' 564 Mn as compared to ' 15 Mn in the previousyear.
Firefly Networks Limited (‘FireFly') was a Joint Venturewith Bharti Airtel Limited with each partner having equal
(50% each) shareholding. Firefly was engaged in thebusiness of site acquisition, installation, commissioning,operations and maintenance of Infrastructures at theHotspots to enable telecommunication and internetservice providers to offer customers Wi-Fi accessacross the territory. In January 2025, a Share PurchaseAgreement was entered with iBus Network andInfrastructure Private Limited for sale of its entire (50%)stake in FireFly for a consideration of ' 45 Mn. Postcompletion of conditions precedent, the shares weretransferred on February 4, 2025 and accordingly, Fireflyhas ceased to be a Joint Venture of your Company.
Post the end of Financial Year, your Company acquired26% stake in Sangli Wind Energy Pvt. Ltd. (SWEPL)for a consideration of ' 3.12 Mn, a Special PurposeVehicle formed for the purpose of owning and operatinga Captive Power Plant at an MSC location in Pune.SWEPL allotted the equity shares on May 16, 2025.
ABIPBL, an associate of the Company had decided towind up business voluntarily on July 19, 2019, due tounanticipated developments in the business landscapeof payments banks that have made the economicmodel unviable. ABIPBL had filed for voluntary windingup before the Bombay High Court and the Hon'bleHigh Court vide its Order dated September 18, 2019,approved voluntary winding up of ABIPBL. With effectfrom January 27, 2025, ABIPBL has been liquidated.
In accordance with the provisions contained in Section136(1) of the Companies Act, 2013 (Act), the AnnualReport of the Company, containing therein its standaloneand the consolidated financial statements are available onthe Company's website https://www.myvi.in/investors/annual-reports.
Further, pursuant to the said requirement, the financialstatements of each of the aforesaid subsidiarycompanies are available on the Company's websitehttps://www. myvi.in/investors/annual-reports and shall beavailable for inspection during business hours at the RegisteredOffice of the Company. Any member who is interested in
obtaining a copy of the financial statements may write to theCompany Secretary at the Registered Office of the Company.
In terms of provisions contained in Section 129(3) of theAct, read with Rule 5 of the Companies (Accounts) Rules,2014, a report on the performance and financial positionof each of the Subsidiaries and Joint Venture companiesin Form AOC-1 is provided as ‘Annexure A' to this report.
In terms of the provisions of applicable laws and pursuantto the approval of the Board and the members of yourCompany, the Nomination and Remuneration Committeehad implemented the Employee Stock Option Scheme,2006 (ESOS-2006) and Employee Stock Option Scheme,2013 (ESOS-2013). No Stock Options are outstandingto be exercised under ESOS-2006. During the year underreview your Company allotted 122,064 Equity Shares underESOS-2013.
Further, during the year under review, your Companyadopted a new ‘Vodafone Idea Employee Stock Option andPerformance Stock Unit Scheme 2024' which has beenapproved by the members by Postal Ballot on October10, 2024. The said Scheme is in the process of beingimplemented. Further, details of plans also form part ofNotes to Financial Statements.
In terms of the provisions of the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBRegulations"), the details of the Stock Options and RestrictedStock Units granted under the above mentioned Schemesare available on your Company's website https://www.myvi.in/investors/annual-reports.
A certificate from M/s. Umesh Ved & Associates, CompanySecretaries, Secretarial Auditors, certifying that the Company'sESOS Schemes are being implemented in accordancewith the SEBI SBEB Regulations will be made available atthe ensuing Annual General Meeting for inspection byMembers.
Your Company has in place adequate internal control systemscommensurate with the size of its operations. The Companyhas in place adequate controls, procedures and policies,
ensuring orderly and efficient conduct of its business,including adherence to the Company's policies, safeguardingof its assets, prevention and detection of frauds and errors,accuracy and completeness of accounting records and timelypreparation of reliable financial information. Based on theframework of internal financial controls and compliancesystems established and maintained by the Company, thework performed by the internal auditors and the reviewsperformed by management and the Audit Committee, theBoard is of the opinion that the Company's internal financialcontrols were adequate and effective during the FinancialYear 2024-25.
In accordance with the provisions of Section 129(3) of theCompanies Act, 2013 and Regulation 34 of the SEBI (ListingObligations & Disclosure Requirements) Regulations, 2015,the Consolidated Financial Statements forms part of thisAnnual Report and shall also be laid before the shareholdersin the ensuing Annual General Meeting of the Company. TheConsolidated Financial Statements have been prepared inaccordance with the Indian Accounting Standards (Ind AS)notified under section 133 of the Companies Act, 2013 readwith Companies (Accounts) Rules, 2014.
In compliance with the requirements of Regulationscontained in the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and the Provisions ofthe Companies Act, 2013, your Company has constituteda sub-committee of Directors known as Risk ManagementCommittee, details whereof are set out in the CorporateGovernance Report forming part of the Annual Report tooversee Enterprise Risk Management Framework. The roleof the Risk Management Committee is inter-alia to approvethe strategic risk management framework of the Company,and review the risk mitigation strategies and results of riskidentification, prioritization & mitigation plans.
Your Company has a well-established Enterprise-wide RiskManagement (ERM) framework in place for identification,evaluation and management of risks, including the riskswhich may threaten the existence of the Company. In linewith your Company's commitment to deliver sustainablevalue, this framework aims to provide an integrated andorganized 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 tocontrol and mitigate the same.
Your company's people architecture is grounded in a strongconsumer-centric philosophy, with technology serving asits foundational pillar. The organization has cultivated highchange agility, embedded trust at the core of its peoplestrategy, and embraced digital as the primary approachfor solution development. Vi's recognition as a Great Placeto Work (GPTW) in Financial Year 2024-25 stands as atestament to its people-first culture and commitment tocreating an empowering work environment.
At Vodafone Idea Limited, Health, Safety and Wellbeing(HSW) are integral to the core values and a significantpriority. We maintain a strong commitment to the principleof “not conducting business at the risk of people," with anunwavering dedication to ensure that “everyone working forus returns home safely each day". The ongoing efforts andfocus on the Absolute Safety Rules and HSW standards,supported by a robust governance framework, have beeninstrumental in establishing industry-leading safetystandards. We are pleased to report that until February15, 2025, we achieved three back to back years of zerowork-related fatality. While we regrettably experienced afew incidents after the said date, we are fully committed topreventing any recurrence by thoroughly learning from theseevents and implementing more resilient safety measures inthe operational practices.
Your Company remains committed to Diversity and Inclusion(D&I) as a vital driver of innovation and organizationalstrength. In FY25, VIL achieved 19.1% women representationacross business functions and saw improved employeeexperience, evidenced by a higher Employee Net PromoterScore. Key initiatives include 50% women representation incampus hiring, career acceleration programs, and inclusiveleadership training.
Your Company provides comprehensive support throughVi Assist services for childcare, eldercare, and emotional
well-being, alongside POSH awareness via targeted micro¬learning. Workplace flexibility is enhanced through relaxedshift timings for maternity returnees, and infrastructureimprovements include audited washroom facilities forwomen in field roles. Holistic well-being programs suchas yoga, nutrition, and self-defense complement ongoingengagement through regular pulse surveys and focusedgroup discussions, all contributing to a more inclusiveculture. Recognized among the Top 100 Best Companiesfor Women in India by a study conducted by Avtar andSeramount and for excellence in maternity retention, VIL'ssustained focus on inclusion strengthens both its peopleand performance.
Your Company is committed to maintain the higheststandards of Corporate Governance. Your Companycontinues to be compliant with the requirements ofCorporate Governance as enshrined in SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015(‘Listing Regulations'). A Report on Corporate Governance asstipulated under the Listing Regulations forms part of theAnnual Report. A certificate from the Statutory Auditors ofthe Company, confirming compliance with the conditionsof Corporate Governance, as stipulated in the ListingRegulations forms part of the Annual 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 Reportdescribes initiatives undertaken by the Company from anenvironmental, social and governance perspective. Further,SEBI vide its circular no. SEBI/HO/ CFD/CFD SEC 2/P/CIR/2023/122 dated July 12, 2023 updated the format ofBRSR to incorporate BRSR core, a subset of BRSR, indicatingspecific Key Performance Indicators (KPIs) under nine ESGattributes, and further came up with Industry Standards onReporting of BRSR Core vide its Circular No.: SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 dated December 20, 2024.The SEBI by amending the Listing Regulations has given levyfrom mandatory assurance requirement on the BRSR Coreby substituting it with assessment. However, following goodcorporate governance practices, the Company has appointed
Emergent Ventures India Pvt. Ltd. as the assurance providerfor BRSR core. The assurance statement on BRSR Coreissued by Emergent Ventures India Pvt. Ltd., forms part ofthis Annual Report.
In terms of the provisions of section 135 of the CompaniesAct, read with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, the Board of Directors of your Companyhas constituted a Corporate Social Responsibility (“CSR”)Committee. The composition of the CSR Committee isprovided in the Corporate Governance Report which formspart of this report.
The Company has a policy on Corporate Social Responsibility(‘CSR') recommended by the CSR Committee and approvedby the Board and the same can be accessed on theCompany's website at https://www.myvi.in/investors/corporate-governance.
In view of the losses incurred by the Company during thelast three financial years, the Company has no obligation forCSR spend during the Financial Year 2024-25.
Further, for ensuring compliance of provisions of section135 of the Companies Act, 2013 and the applicable Rulesframed thereunder, the brief outline of the CSR Policy forthe Company and a “NIL” Annual Report on CSR Activities isannexed as “Annexure B” which forms part of this reportin the format prescribed in the Companies (Corporate SocialResponsibility Policy) Amendment Rules, 2021.
The Audited Financial Statements for the year under revieware in conformity with the requirements of the CompaniesAct, 2013 and the applicable Accounting Standards. Thefinancial statements reflect fairly the form and substanceof transactions carried out during the year under review andreasonably present your Company's financial condition andresults of operations. Your Directors, to the best of theirknowledge and belief, confirm that:
a) in the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanations relating to material departures, if any;
b) the accounting policies selected have been appliedconsistently and judgements and estimates are madethat are reasonable and prudent, so as to give a trueand fair view of the state of affairs of your Companyas at the end of the Financial Year and of the financialperformance and cash flows of the Company for thatperiod;
c) proper and sufficient care has been taken for themaintenance of adequate accounting recordsin accordance with the provisions of the Act forsafeguarding the assets of your Company andfor preventing and detecting fraud and otherirregularities;
d) the annual accounts were prepared on a going concernbasis;
e) your Company had laid down internal financial controlsand that such internal financial controls were adequateand operating effectively; and
f) your Company has devised a proper system to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.
During the year under review, pursuant to cessation of theterms, Mr. Arun Adhikari ceased to be an Independent Directoron the Board of the Company w.e.f. 30 August 2024 andMr. Krishnan Ramachandran ceased to be an IndependentDirector w.e.f. 26 December 2024. Further, Mr. SateeshKamath (representing Vodafone Group) resigned from theBoard of the Company w.e.f. close of business hours on30 October 2024. The Board places on record its sincereappreciation for the valuable guidance and contributionmade by Mr. Arun Adhikari, Mr. Sateesh Kamath andMr. Krishnan Ramachandran in the deliberations of the Boardduring their tenure as Director(s).
The Board based on the recommendation of the Nomination& Remuneration Committee appointed Mr. Rajat KumarJain as an Independent Director for a period of five yearsw.e.f. August 31, 2024 to August 30, 2029. His appointmentwas confirmed by the shareholders at the previous AnnualGeneral meeting held on August 28, 2024. Further, basedon the recommendation of the Nomination & RemunerationCommittee, the Board appointed Mr. Selcuk Karacay as anAdditional Director (Non-Executive and Non-Independent),
representing Vodafone Group effective October 30, 2024and Mr. Sunirmal Talukdar as an Independent Directorw.e.f. December 27, 2024 to December 5, 2026. Theirappointments were confirmed at the Extra-ordinary GeneralMeeting held on January 7, 2025.
Further, during the year under review, pursuant to theresolution passed at the Annual General Meeting held onAugust 28, 2024, the second term of three years for theIndependent Directors i.e. Mr. Ashwani Windlass, Ms. NeenaGupta and Mr. Suresh Vaswani was extended to five yearsand accordingly, their terms shall cease on August 30, 2026,September 16, 2026 and February 7, 2027 respectively.
In accordance with the provisions of the Companies Act,2013, Mr. Kumar Mangalam Birla and Mr. Himanshu Kapaniaare liable to retire from office by rotation, and being eligible,have offered themselves for re-appointment at the ensuingAnnual General Meeting of the Company.
All Independent Directors have submitted their declarationof independence, pursuant to the provisions of Section149(7) of the Companies Act and Regulation 25(8) of theListing Regulations, stating that they meet the criteria ofindependence as provided in Section 149(6) of the Actand Regulation 16(1) (b) of the Listing Regulations. TheBoard is of the opinion that the Independent Directors ofthe Company possess requisite qualifications, experience,expertise and hold highest standards of integrity.
All Independent Directors of your Company have registeredtheir name in the data bank maintained with the IndianInstitute of Corporate Affairs, in terms of the provisions ofthe 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 AnnualGeneral Meeting forming part of this Annual Report.
Pursuant to the provisions of Section 203 of the CompaniesAct, 2013, the Key Managerial Personnel of the Companyare Mr. Akshaya Moondra, Chief Executive Officer,Mr. Murthy GVAS, Chief Financial Officer and Mr. PankajKapdeo, Company Secretary. There has been no changein the positions of the Key Managerial Personnel of theCompany during the year under review.
Pursuant to the provisions of the Companies Act, 2013and Listing Regulations, a formal evaluation mechanismis in place for evaluating the performance of the Board,the Committees thereof, individual Directors, Chairman ofthe Board and Independent Directors. The evaluation ofDirectors was done based on the criteria which includes,amongst others, providing strategic perspective, attendanceand preparedness for the meetings, contribution atmeetings, effective decision-making ability and independentjudgement etc.
The Board has carried out an annual evaluation of its ownperformance, its Committees, Independent Directors,Non-Executive Directors and the Chairman of the Board. TheDirectors expressed their satisfaction with the evaluationprocess and the performance of the Board as a whole. Itwas also noted that the Committees are functioning well andbesides the Committee's terms of reference as mandatedby law, important issues are brought up and discussed inthe Committees. The Board was also satisfied with thecontribution of the Directors, in their respective capacities,which reflected the overall engagement of the IndividualDirectors.
The details of programme for familiarization of IndependentDirectors of your Company is available on your Company'swebsite https://www.myvi.in/investors/corporate-goverance.
The Company has a Remuneration Policy in placeencompassing the appointment and remunerationphilosophy of the Company. The Policy comprises of variouselements and terms of appointment. The Policy consistsof various aspects in connection to Remuneration Programapplicable for Directors, Key Managerial Personnel and SeniorManagement of the Company, Performance Goal Setting,Benefit & Perquisites, Compliance and other such elements.
The policy was formulated by the Nomination andRemuneration Committee in terms of Section 178(3) of theCompanies Act, 2013. A copy of the said policy is availableon the website of the Company https://www.myvi. in/investors/corporate-governance.
The Board has in compliance with SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, formulatedDividend Distribution Policy. This policy will provide clarityto the stakeholders on the dividend distribution frameworkof the Company. The Policy sets out various internal andexternal factors which shall be considered by the Board indetermining the dividend payout. The Dividend DistributionPolicy is available on the website of the Companyhttps://www.myvi. in/investors/corporate-governance.
During the year, thirteen meetings of the Board of Directorswere held. The details of the meetings and the attendanceof the Directors are provided in the Corporate GovernanceReport. Further, the maximum interval between twomeetings of the Board of the Directors has not exceeded120 days.
Your Company has in place the Committee(s) as mandatedunder the provisions of the Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. There are currently seven committeesof the Board, namely:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders' Relationship Committee
4. Risk Management Committee
5. Corporate Social Responsibility Committee
6. Capital Raising Committee
7. Finance Committee
Additionally, other special committee had also beenconstituted for Further Public Offer.
Details of the Committees along with their charter,composition and meetings held during the year, are providedin the Corporate Governance Report, which forms part ofthis report.
All contracts/arrangements/transactions entered by theCompany during the Financial Year with the related partiesare detailed in the Note 58 of the Standalone FinancialStatements. They were in ordinary course of business andon arm's length basis.
The material related party transaction i.e. the arrangementwith Indus Towers Limited (Indus), which provided PassiveInfrastructure Services and related operations andmaintenance services to various telecom operators inIndia, including your Company ceased in November 2024.Accordingly, Indus has ceased to be a related party and aJoint Venture of the Promoter Group.
The details of such material related party transaction withIndus for the part of the year under review for the FinancialYear ended March 31, 2025 is provided in Form AOC-2, whichis attached as ‘Annexure C' to this report.
None of the related party transactions entered into by theCompany were in conflict with the Company's interest.There are no materially significant related party transactionsmade by the Company with Promoters, Directors or KeyManagerial Personnel etc. which may have potential conflictof interest of the Company at large. Member's approval forMaterial Related Party Transaction, if any, as defined underthe Listing Regulations shall be obtained at the ensuingAnnual General Meeting.
All Related Party Transactions are placed before theAudit Committee/Board, as applicable, for their approval.Omnibus approvals are taken for the transactions whichare repetitive in nature. The Company has implemented aRelated Party Transaction Manual and Standard OperatingProcedures for the purpose of identification and monitoringof such transactions. The details of the transactions withRelated Parties are provided in the accompanying financialstatements as required under Ind AS 24.
The policy on Related Party Transactions is uploaded onthe Company's website https://www.myvi.in/investors/corporate-governance.
As your Company is engaged in the business of providinginfrastructural facilities, the provisions of Section 186 of the
Companies Act, 2013 relating to loans made, guaranteesgiven or securities provided are not applicable to theCompany. The details of such loans made and guaranteesgiven are provided in the standalone financial statements.Also, particulars of investments made by the Company areprovided in the notes to standalone financial statements.
Your Company has in place a vigil mechanism for Directorsand employees to report concerns about unethical behaviour,actual or suspected fraud or violation of your Company'sCode of Conduct. Adequate safeguards are provided againstvictimization to those who avail of the mechanism anddirect access to the Chairman of the Audit Committee inexceptional cases.
The Vigil Mechanism - Speak Up policy is available onyour Company's website https://www.myvi.in/investors/corporate-governance.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgo asrequired to be disclosed pursuant to Section 134(3)(m) ofthe Companies Act, 2013, read with Rule 8 of the Companies(Accounts) Rules, 2014, are given to the extent applicablein ‘Annexure D' forming part of this report.
Disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act,2013, read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 isannexed herewith as ‘Annexure E' to this Report.
In accordance with the provisions of Section 197(12)of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,the names and other particulars of employees drawingremuneration in excess of the limits set out in the aforesaidRules, forms part of this Report. However, in line with theprovisions of Section 136(1) of the Act, the Report andAccounts as set out therein, are being sent to all Members ofyour Company excluding the aforesaid information about the
employees. Any Member, who is interested in obtaining theseparticulars about employees, may write to the CompanySecretary at shs@vodafoneidea.com.
The members of the Company pursuant to therecommendation of the Audit Committee and the Boardof Directors; had at the 27th Annual General Meetingheld on August 29, 2022, appointed M/s. S.R. Batliboi &Associates LLP, Chartered Accountants, Firm RegistrationNo. 101049W/E300004, as the Statutory Auditors of theCompany for another period of five years till the conclusionof 32nd Annual General Meeting of the Company to be heldin the Calendar Year 2027.
The Board has duly reviewed the Statutory Auditors' Reporton the Financial Statements at March 31, 2025. The reportdoes not contain any qualification, disclaimer or adverseremarks.
The Board has duly reviewed the Statutory Auditors' Reporton the Financial Statements including the Para of MaterialUncertainty Related to Going Concern relating to theCompany's financial condition as at March 31, 2025 andits debt obligation due for the next 12 months, which hasimpacted the Company's ability to generate the cash flowthat it needs to settle/refinance its liabilities as they falldue. The Company's ability to continue as a going concernis dependent on support from DoT on the AGR matter,successfully arranging funding and generation of cash flowfrom its operations that it needs to settle its liabilities asthey fall due.
Note 5 to the financial statements cover the MaterialUncertainty Related to Going Concern issue and thecomments under para xix of Annexure 1 to the IndependentAuditors' Report, the clarification of which is self-explanatory.The Board believes that the Company's ability to settle theliabilities is dependent on further support from the DoTon the AGR matter, fund raise through Equity & Debt andgeneration of cashflow from operations. Based on the currentefforts, the Company believes that it would be able to getDoT support, successfully arrange funding and generatecashflow from operations. Hence, these financial statementshave been prepared on a going concern basis.
As regards the comments under para i(a)(A) of Annexure 1to the Independent Auditors' Report regarding certain assetswhere Company is in the process of updating situation andquantitative information in the records maintained by theCompany. It is to be noted that the Company had undertakena large-scale network integration activity in earlier years andpost completion of this activity, the Company has completedupdating its records as regards situation and quantitativedetails 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) ofAnnexure 1 to the Independent Auditors' Report regardingutilisation of funds raised on short term basis (in form oftrade payable and other liability) for long term purposes(representing acquisition of property, plant and equipmentand to fund losses of the Company), it is reported that thefunds have been utilised in line with the purpose for whichthey were raised.
The Company is required to make and maintain cost recordspursuant to Section 148 of the Companies Act, 2013.
In terms of the provisions of Section 148 of the CompaniesAct, 2013, read with the Companies (Cost Records andAudit) Amendment Rules, 2014, the Board of Directorsof your Company on the recommendation of the AuditCommittee appointed M/s. Sanjay Gupta & Associates, CostAccountants, as the Cost Auditors, to conduct the Cost Auditof your Company for the Financial Year ended March 31,2025. The Cost Auditors will submit their report for FinancialYear 2024-25 within the timeframe prescribed under theCompanies Act, 2013 and rules made thereunder. The CostAudit report for the Financial Year 2023-24 did not containany 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 forFinancial Year 2025-26 at a remuneration of ' 1.2 Mn plusapplicable taxes and reimbursement of travel and out ofpocket expenses. The Company has received consent fromM/s. Sanjay Gupta & Associates, Cost Accountants, to act asthe Cost Auditor of your Company for Financial Year 2025-26,along with the certificate confirming their eligibility.
In accordance with the provisions of Section 148 of theCompanies Act, 2013 read with the Companies (Audit andAuditors) Rules, 2014, since the remuneration payable tothe Cost Auditors has to be ratified by the shareholders, theBoard recommends the same for approval by shareholdersat the ensuing Annual General Meeting.
In terms of the provision of the Section 204 of the Actread with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Board had appointedM/s. Umesh Ved & Associates, Company Secretaries,Ahmedabad, as the Secretarial Auditor for conducting theSecretarial Audit of your Company for the Financial Yearended March 31, 2025. The report of the Secretarial Auditoris annexed to this report as ‘Annexure F'. The contents ofthe Secretarial Audit Report are self-explanatory and do notcontain any qualification, reservation, disclaimer or adverseremark.
Further, in terms of Regulation 24A of Listing Regulations,every listed company has been mandated to appointSecretarial Auditor for a fixed term of five years, with theapproval of the members in the Annual General Meeting.Accordingly, the Board of Directors at their meeting heldon May 30, 2025 have approved and recommended theappointment of M/s. Umesh Ved & Associates, CompanySecretaries as Secretarial Auditors of the Company fora term of five consecutive years commencing from theFinancial Year 2025-26 till the Financial Year 2029-30,subject to the approval of the members at the ensuingAnnual General Meeting.
Also, in terms of Regulation 24A of the Listing Regulations,material unlisted subsidiaries of a listed entity incorporatedin India is required to annex a Secretarial Audit Report issuedby a Company Secretary in practice. As the networth of theCompany was negative, the Subsidiaries having positivenetworth namely Vodafone Idea Communication SystemsLimited, Vodafone Idea Shared Services Limited andVodafone Idea Manpower Services Limited, were materialsubsidiaries of the Company. However, pursuant to anamendments made in the Policy for Determining MaterialSubsidiary, the aforesaid subsidiaries ceased to be materialsubsidiaries during the year under review. As a matter ofgood corporate governance, material unlisted subsidiaries(considered for part of the year) have undertaken Secretarial
Audit and the Secretarial Audit Report(s) are attached as‘Annexure F-1 to F-3' to the Annual Report.
The Company has generally complied with all the applicableprovisions of Secretarial Standard on Meetings of Boardof Directors (SS-1) and Secretarial Standard on GeneralMeetings (SS-2), respectively issued by the Institute ofCompany Secretaries of India.
During the year under review, the Statutory Auditors, CostAuditors and the Secretarial Auditor have not reported to theAudit Committee, any instances of fraud committed againstthe Company by its officers and employees, the details ofwhich would need to be mentioned in Board's Report underSection 143(12) of the Act.
As provided under Section 92(3) and 134(3)(a) of the Act,read with Rule 12 of Chapter VII Rules of the Companies(Management and Administration) Amendment Rules, 2020,Annual Return in Form MGT-7 for Financial Year 2024-25is uploaded on the website of the Company and can beaccessed at https://www.myvi.in/investors/annual-reports.
The mobile telecommunications industry is an integral partof the Indian economy and has contributed significantly tothe economic growth and the GDP of the country over aperiod of time. The Indian mobile industry has consolidatedto three private operators and one government operator.The compelling macro-economic backdrop, growth insmartphone usage, growing digital adoption and a largepopulation add to the sector growth. This industry structurecoupled with supportive economic trends and governmentfocus on Digital India, offers an opportunity to each ofthe players, to participate in the long-term sector growthopportunities.
Wireless connectivity in India still has a large potential togrow as it is the key medium to offer connectivity as wiredconnectivity, despite witnessing growth in the last few years,has still been restricted to major cities. India is one of thelargest and fastest-growing digital economies in the world,with more than 900 Mn internet subscribers and an arrayof digital services for consumers and businesses. With theincreasing reach and convenience of mobile networks, thereare multiple emerging platforms offering services to delivera host of services ranging from digital lifestyle to life-savingservices, including e-commerce, digital entertainment,digital health and disaster response. Also, as the penetrationimproves and adoption of mobile services expands to theoldest and youngest age groups, the growth potential stillremains higher.
Despite the recent tariff hikes, India continues to have thelowest tariffs globally. while the proliferation of unlimiteddata bundles has led to India being one of the highest datausages (per subscriber) in the world. While the tariff hikewas a step in the right direction, ARPU recovery still has along way to go as the industry's ROCE continues to remainbelow cost of capital.
Your Company has several ongoing litigations and anyadverse outcome of these litigations remains a risk. YourCompany works with various local, state and centralgovernment agencies for specific permissions to operate itsmobile licenses and is required to meet various regulatory/policy guidelines of the DoT and may be subjected to variousregulatory demands, penalties/fines or increased cost ofcompliance, despite making best effort to adhere to all suchrequirements. Your Company believes in sound corporategovernance practices and believes that these litigationswould be settled in due course in the best interest of allstakeholders.
The telecom sector is characterized by technologicalchanges and competition from new technologies is aninherent threat. Your Company has a competitive spectrumportfolio and robust network footprint and continues toinvest in the new emerging network solutions to adaptto any future technological changes. Your Company haslaunched 5G services in a few cities and expansion effortsare underway to offer 5G services in all 17 circles where wehave 5G spectrum by August 2025.
Your Company's business is dependent on key Network andIT equipment suppliers for management and continuity ofits Network, IT and business processes. These networksmay also be vulnerable to technical failures or any naturalcalamity. Your Company has robust network & IT securityprocesses and disaster recovery plans. Your Company is inpartnership with global leaders in Network equipment andIT services and enjoys very long standing healthy relationswith all its suppliers.
Your Company believes that with the recent equity infusionas described in the report and its ability to raise additionalfunds as required, it shall be able to successfully negotiatewith lenders on continued support, generate cash flow fromoperations that it needs to settle its liabilities as they fall dueand continue to have the necessary government support.
Your Company is conscious of the fact that in order to remaincompetitive in the sector there is a need for continuedinvestments and innovation as the sector continues towitness evolving technological developments and changingcustomer preferences. Its ability to adapt to the changingmarket preference has been instrumental in its survivalthus far despite various challenges it faced. The Companyremains committed to exploring new opportunities and willcontinue its journey of becoming a truly integrated digitalservice provider through its strategic initiatives includingpartnerships. It remains committed to make right investmentsfor expanding 4G coverage and capacity especially in its 17priority circles as well as to expand 5G services in line withthe growing customer demand. After the recent tariff hike,your Company will continue to focus on improving ARPU bydriving the penetration of Unlimited Data (ULD) pricing plansas well as digitalization of customer servicing and distributionchannels with an aim to provide the best of customerexperience to retail and enterprise customers.
Your Company will remain focused on providing superior dataand voice experience and building a differentiated digitalexperience with focus on increasing 4G subscribers. YourCompany will strive to grow using innovative technologies andofferings that redefine businesses and from rising adoptionof smart devices, digital lifestyle as well as expansion ofdigital connectivity. In Business Services, your Companywill increasingly focus on new and fast growing segmentssuch as Cloud services, Rich Business Messaging and IoT.To further drive the digital agenda, your Company will lookfor deeper integration opportunities with its partners usingits platform capabilities to provide a differentiated telco++experience and value for partners as well as customers.
During FY25, your Company has raised equity of ' 614 Bn,including FPO of ' 180 Bn, Preferential Issue of ~' 40 Bn topromoters (Aditya Birla Group ~' 21 Bn and Vodafone Group~' 19 Bn), ~' 25 Bn to vendors (Nokia and Ericsson) and~' 369 Bn to the Government of India. Your Companyremains engaged with lenders for debt fund raising. YourCompany is well positioned to effectively compete inthe market with the recent capex investments coupledwith the support provided by the Government, a strongsubscriber base of 198.2 Mn (March 31, 2025), 83% 4Gpopulation coverage, competitive spectrum profile, extensivedistribution reach and a well-established brand along withdifferentiated digital offerings.
The Telecom sector provides connectivity to individuals& communities that fosters empowerment and inclusion.The near ubiquitous reach of the mobile makes it the mostrelevant channel for last mile outreach. The mobile phonehas become the fastest window to a world of information,better education, livelihood, employment, health, inputs onagricultural practices and governance.
At VIL, sustainability is inbuilt in the process and is a part andparcel of operations. These are clearly enshrined in the Visionand Mission of the VIL. Vision - To create world class digitalexperiences to connect and inspire every Indian to build abetter tomorrow. Mission: Customers - Be the most lovedbrand by continuously raising the bar in delivering simple,delightful, experience and meaningful innovations, throughnew age technologies. We value the trust our customersplace in us and safeguard the information provided to us.Team - Be an inspirational, agile and exciting organizationthat challenges the status quo, and champions a diverseteam that has a winning attitude and thrives on deliveringcustomer excellence. Shareholders - Be the most valuedCompany through smart leadership committed to deliveringsustainable growth, while adhering to the highest standardsof governance and compliance. Community - Be the mostrespected Company by leveraging technology and purposefulinnovation to catalyze social prosperity, digital literacy andinclusivity.
Being a telecom company, VIL has been adopting varioussolutions/approaches to ensure that its networks are run inan energy efficient manner. Our primary focus has been on
reducing energy cost and minimizing environmental impactthrough adoption of renewable energy in the Company'soperations. We prioritize adaptability, agility and foresightto ensure that our business models, operations, acquisitionsand projects are not locked into unsustainable paths. Oursustainability journey gets complimented with our corporateresponsibility agenda driven by the Vodafone Foundationwhich is directed towards addressing some of India'scritical social and developmental challenges in both ruraland urban communities using the inherent potential andreach of the mobile technology and platform and reducingthe environmental impact with increasing preference andusage of digital. We are fully committed towards creatingvalue for all stakeholders from customers to partners, toemployees, to communities and to the larger planet. Weachieve this through our passion for customer satisfaction,supporting our partners as they build capacity, engaging withand valuing our employees in an inclusive agenda to instillpride in the work we do and develop sustainable businesspractices. This is being done with our responsible supporttowards digital inclusion as a national goal and in continuingwith our practices of community development in areas likeeducation & skilling, women empowerment and agriculture.
We also firmly believe that sustainable developmentcannot be achieved with mere focus within our ownboundary of business practices. The Company has forgedmeaningful and impactful partnerships with its vendorsand partners to address the needs and challenges relatedto sustainability. We will continue to be future-ready bystaying ahead of the curve and being charged up to thrive ina sustainable tomorrow by building sustainable businessesand propositions. The Company has a robust SustainabilityFramework of Policies, Technical Standards etc. which helpin the Sustainability journey of the Company.
DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policyin line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal)Act, 2013. The Internal Committee have been set up inbusiness units to redress complaints received regardingsexual harassment. All employees (permanent, contractual,temporary, trainees) are covered under this policy. During
the Financial Year 2024 - 2025, 6 complaints pertaining tosexual harassment were received and as on March 31, 2025all 6 have been resolved.
- There are no material changes and commitmentsaffecting the financial position of your Companybetween end of Financial Year and the date ofreport, other than those disclosed in the significantdevelopments section of the Board's Report.
- Your Company has not issued any shares withdifferential 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 proceedingspending against the Company under the Insolvencyand Bankruptcy Code, 2016 and there is no instanceof one-time settlement with any Bank or FinancialInstitution.
- There are no significant and material orders passed bythe Regulators or Courts or Tribunals impacting thegoing concern status and the Company's operations,other than the Order passed by the Hon'ble SupremeCourt on the AGR matter in October, 2019, which hasbeen disclosed in the significant developments sectionof the Board's report.
Statements in the Directors' Report and the ManagementDiscussion and Analysis describing your Company'sobjectives, projections, estimates, expectations, orpredictions may include certain ‘forward-looking statements'within the meaning of applicable Securities Laws andRegulations. Such forward looking statements are madeon the basis of certain assumptions which we believe arereasonable in all material respects. Actual results could differmaterially from those expressed or implied assumptions.Some of the important factors that could make a differenceto your Company's operations or financials include factors likeavailability and prices of telecom equipment, concentrationof supply side, technological shift impacting consumerbehavior, changes in government regulations or policies,
tax regimes etc. Your Company is not obliged to publiclyamend, modify, or revise any forward-looking statementson the basis of any subsequent development, information,
or events, or otherwise.
Your Directors place on record their sincere appreciation tothe Department of Telecommunications, Telecom RegulatoryAuthority of India, the Central Government, the StateGovernments, all its investors & stakeholders, equipmentsuppliers, technology providers and other vendors, bankers,value added service partners, all the business associates andabove all, the subscribers for the co-operation and support
extended to the Company. Your Directors also wish to placeon record their deep appreciation to the employees for theirhard work, dedication and commitment.
Non-Executive Director Non-Executive Director
(DIN : 03387441) (DIN : 03132202)
Place : MumbaiDate : May 30, 2025