We have pleasure in presenting the Thirty First AnnualReport, together with the audited financial statements ofthe Company for the Financial Year ended March 31, 2026.
FY26 marked the tenth anniversary of the Digital Indiamission. What began as an aspiration to make technologywork for every Indian has, over the past decade, fundamentallytransformed how India communicates, transacts, and governs.Globally, India now ranks third in digitalisation of the economy,according to the State of India's Digital Economy Report2024 released by ICRIER, and digital economy is projectedto contribute nearly one-fifth of the country's overall GDP by2030. At the heart of this transformation, is a thriving wirelessecosystem, that has carried the digital economy on its back.
India's wireless sector has reached a scale and depththat few could have envisioned even a decade ago. As ofMarch 31, 2026, the sector's key metrics reflect thistransformation:
• Broadband connectivity crossed a landmarkmilestone — total broadband subscribers reached1,065.88 Mn, underscoring the depth of India's digitaladoption.
• Total telephone subscriber base reached1,330.58 Mn, with the wireless (mobile) segmentaccounting for 1,265.73 Mn subscribers.
• Overall tele-density stood at 93.26%; urban tele-densityat 151.47% and rural tele-density at 60.46%.
• The rural participation story is particularly compelling asrural wireless subscribers reached 546.60 Mn, with ruralareas contributing 44% of the total internet subscriberbase — a powerful indicator of digital democratisationat the grassroots.
• 5G Fixed Wireless Access (FWA) subscriptions stood at12.32 Mn.
The volume of UPI transactions reached 19.6 billion,worth over ' 29.5 lakh Cr growing over 19% year-on-year.Worldline's India Digital Payments Report (October 2025)attributed much of this growth to frequent, low-valuetransactions driven by what is termed as the ‘Kirana Effect',
grassroots digital commerce at India's smallest retailtouchpoints. This ground-level participation signals thatdigital connectivity is no longer a privilege but increasinglyakin to a fundamental right. Telecom infrastructure is theinvisible thread connecting this entire ecosystem — fromfarmers accessing crop-update apps to students in Tier 3towns attending virtual classrooms.
With India poised to become one of the largest mobile datatraffic generating nations per active smartphone by 2030,the industry must continue to invest to keep pace with thenation's growing connectivity demands. The telecom sectoris no longer merely a commercial vertical; it is the criticalenabler of India's Viksit Bharat 2047 vision. Digital health,online education, fintech inclusion, and smart governance allrest on robust, high-quality wireless connectivity.
Recognizing the pivotal role telecom has to play in India'sdigital growth journey, the Government of India hasprovided various policy tailwinds to the sector to aid buildingworld-class digital infrastructure across multiple fronts:
• The Union Budget FY26 allocated ' 81,005 Cr(US$ 9.27 billion) to the Department of Telecommunicationsand IT, the Production-Linked Incentive (PLI) schemefor telecom and networking products valued at' 12,195 Cr, accelerating indigenous manufacturingand reducing import dependency in critical telecomequipment.
• The Department of Telecommunications has establisheda dedicated 6G Innovation Group, positioning India asan early mover in next-generation wireless standards.
• India's draft National Telecom Policy 2025 (NTP-25)targets 100% 4G coverage and 90% 5G populationcoverage by 2030 — a bold vision for full-stack digitalinclusion.
However, India has one of the lowest Average Revenue PerUser (“ARPUs”) in the world, making it challenging for telecomoperators to sustain investment and innovation. The lasttariff hike was in July 2024 after more than two years ofthe previous tariff increase which was in November 2021.An upward revision of the tariff in the future would drive ameaningful step-up in industry ARPU, further strengtheningthe investment case for India's telecom sector.
Periodic tariff increases remain not merely a commercial leverbut a structural necessity to generate reasonable returnson capital, sustain network investments, and support thecontinued rollout of next-generation technologies.
The consolidation of India's wireless market to three privateoperators and one public sector entity has improved thesector's structural positioning, enabling greater pricingdiscipline, rationalising capital allocation, and providinga stable foundation for sustained long-term investment.With rural tele-density still at 60% and overall broadbandpenetration at 75% of the population, the runway for growthremains substantial.
As India's digital economy races towards contributing nearlyone-fifth of GDP by 2030, the role of the telecom sector as itsfoundational infrastructure becomes only more consequential.The industry's imperative and opportunity is to ensure thatevery citizen, business, and institution can participate in andbenefit from this digital revolution.
Your Company, an Aditya Birla Group and Vodafone Grouppartnership, is a major telecommunication operator in India,offering Voice, Data, and other Digital business connectivityservices including IoT, Cloud, Managed Services, etc. YourCompany is continuously engaged in introducing newer andsmarter technologies for its retail and enterprise customers.Your Company offers technologies with innovative offeringsthat can be accessed conveniently through an ecosystemof digital channels as well as extensive presence on theground.
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 provides4G VoLTE across all 22 circles to provide enhancedvoice experience to its 4G subscribers. Your Companyhas now expanded Voice over Wi-Fi (VoWiFi) callingfeature for its subscribers in all circles.
Your Company provides broadband data services on4G and/or 5G technology in all 22 service areas of India.
Your Company's broadband coverage is available in over414,500 Census towns and villages. The populationcoverage on 4G is more than 1.1 bn covering closeto 86% of population#. Your Company has thusseen a steady rise in 4G subscriber penetration (asa percentage of reported subscribers) increasingfrom 63.8% as of March 31, 2025 to 66.9% as ofMarch 31, 2026. As your Company continues to focuson 4G network expansion, 4G subscriber penetrationshould further improve in the coming years. YourCompany has expanded the recently launched5G services in over 80 cities as of May 2026.
*Basis the Census 2011 data adjusted for 2020 by using AadhaarCard data and proportionately extrapolating for all census data points,reported by an independent third-party consultant.
Your Company offers an extensive suite of allied digitalofferings that provide customers with a comprehensiveand unified digital experience, leading to enhancedconvenience, deeper engagement, and improvedcustomer stickiness. Your Company has over the past2 years launched propositions like Vi Movies & TV,Vi Games, Vi Shop, Vi Finance, which continue toevolve and scale. On the consumer side, the Vi app isnow supercharged with AI capabilities, which hosts anAI powered recharge assistant to optimize selection ofthe most suitable plan for the subscribers.
Your Company continues to simplify digital entertainmentthrough the Vi Movies & TV app - an affordable,single subscription service that aggregates 20+ OTTplatforms and 250+ live TV channels. The platformbrings together marquee partners such as JioHotstar,ZEE5, SonyLIV, Fancode and Lionsgate Play, alongwith a diverse portfolio of regional content providersincluding Klikk, Atrangi, ManoramaMax, Chaupal, Playflixand Nammaflix. Apart from Vi MTV app, customers canalso access best-in-class entertainment through OTTbundles integrated within our prepaid and postpaidplans, including Netflix, JioHotstar, Amazon PrimeVideo, ZEE5 and SonyLIV. This enables a seamless,“one-destination" entertainment experience acrossmultiple devices such as mobile platforms (iOS andAndroid) and Smart TVs (Google TV, Samsung, LGand Firestick) and these high-performance nativeapplications deliver a superior viewing experience acrossscreens.
Your Company has also entered the digital financialservices space with the launch of Vi Finance - acomprehensive financial marketplace within the Vi Appwhere the customers can access personal loans, fixeddeposits and a curated range of secured and unsecuredcredit cards from leading financial institutions. TheCompany has partnered with Aditya Birla FinanceLimited (ABFL) and InstaMoney for lending solutionsand continues to onboard additional partners to expandofferings across ticket sizes and customer segments. Bydigitizing the end-to-end journey, Vi Finance providesa secure, convenient and hassle-free alternative totraditional banking channels.
Your Company offers targeted digital advertisingservices for media agencies and brands through its ownad-tech platform called ‘Vi Ads'. The platform empowersmarketers to engage with Vi users, as per their owntargeting requirements, on both, Vi media assets as wellas external media channels and publishing partners of ViAds. Your Company is focused to scale Vi Ads and hassigned some strategic partnerships that will drive nextphase of growth. Vi Ads is now empaneled with almostall top media agencies in India and is part of the mediaplan for several leading national brands.
Your Company is in partnership with OnMobile tooffer gaming services on Vi app, called as ‘Vi Games'.Subscribers can access to a wide variety of hyper-casualindividual games as well as multiplayer and social gamingtitles - including Solitaire, Carrom, Wordle, Ludo, Sudoku,Cricket, Soccer, and Rummy, etc.
To capitalise on the growing demand for curated brand-leddeals, your Company has scaled Vi Shop on the Vi App asa digital marketplace powered by telco data capabilities. Inpartnership with leading players across categories such asfood, travel, shopping and entertainment. The platform alsooffers curated vouchers and gift cards at attractive pricepoints. This data-driven approach enables personalized,high-value offerings delivered through a seamless,self-serve interface.
Your Company has also transformed the Vi App intoa comprehensive payments and services hub. Beyondmobile recharges and bill payments, users can seamlesslymanage utility payments such as electricity, water andLPG bills, along with FASTag, insurance premiums, loanEMIs and credit card payments. The recent integrationof Metro ticket bookings further enhanced everydayutility and convenience. By centralizing these essentialservices, the Company is driving higher engagementand strengthening its position as a high-value, one-stopdestination for customers.
Your Company offers a variety of other Value AddedServices (VAS) offerings, including voice and SMS basedservices, caller tunes and missed call alerts.
Your Company has active licenses for National Long Distance(“NLD"), International Long Distance OLD”) and Internet ServiceProvider (“ISP"), and registration for Infrastructure Provider(“IP-1") services. These licenses are used to carry inter-circlevoice traffic of your Company and also bring incoming voicetraffic from top international carriers across the globe into India.Your Company also sends all of the outgoing International Voicetraffic on its own network and the interconnections with theselicenses enable it. These licenses also help your Companyto offer various Enterprise Fixed Voice and Data Services toexternal customers like Enterprise, Government and Wholesalecustomers. Your Company's ISP currently handles all captivesubscriber traffic requirements.
Vi Business is committed to being the most trusted and valuedpartner helping businesses in their digital transformationjourney. It offers comprehensive communication solutionsto empower global and Indian corporations, public sectorand government entities, as well as small and mediumenterprises and start-ups. With leading-edge enterprisemobility, robust fixed-line connectivity, world class loTsolutions, and insightful business analytics and digitalservices, the Company delivers the smartest and newestcutting-edge technologies to support businesses in thedigital age.
Leveraging its global expertise and understanding of localmarkets, Vi Business strives to be a trusted and invaluablepartner for businesses in the digital realm.
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:
As per TRAI subscription report, your Company had over198.5 Mn subscribers and its subscriber market sharewas 15.7% as of March 31, 2026. The Applicable GrossRevenue (ApGR) market share was 15.9% of the Indianmobile telecommunications services industry for the yearended March 31, 2026 as per TRAI Data. During the yearended March 31, 2026, your Company had a leadingApGR market share in the Mumbai and Kerala serviceareas, and the second largest ApGR market share in theGujarat service area. For the same period, ApGR marketshare was over 20% in the Haryana, Kolkata, Maharashtra,Delhi and Uttar Pradesh (West) service areas.
On a reported basis, your Company has 192.8 Mnsubscribers as of March 31, 2026, of which 128.9 Mnare 4G/5G subscribers. As it continues to expandbroadband coverage and capacity, the large subscriberbase provides a platform to communicate effectivelyand utilise data and analytics to enable personalisationat a large scale. This also enables to upgrade voice onlycustomers to users of data services and a large array ofdigital offerings, and helps maintain competitive positionin the market. Your Company also utilizes artificialintelligence and data analytics to improve some of itsservices, including customer segmentation, targetedmarketing, offering personalised recommendations, andlocation-based services, among others.
Your Company has a total of 8,030.4 MHz of spectrumacross different frequency bands out of which8,012.8 MHz spectrum is liberalised and can be usedtowards deployment of any technology.
Your Company has mid band 5G spectrum (3300 MHzband) in 17 key service areas and mmWave 5G spectrum(26 GHz band) in 16 service areas.
Your Company, thus, has a competitive portfolio ofspectrum across all bands in all the key circles. Thislarge spectrum portfolio enables a superior experienceto the customers, as your Company has the highest 4Gspectrum available per Mn subscribers and sufficientcapability to support migration of entire 4G subscriberbase to 5G. With the emergence of 5G technology, itfurther enables strengthening the enterprise offeringsand provide new opportunities for business growth.
Below table provides the spectrum held by your 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 have substantial capacityspectrum to address the growing data demand. YourCompany has a large network infrastructure of 2G,4G and 5G equipment, along with a nationwide FiberOptic Cable (OFC) network. As of March 31, 2026,
your Company operates approximately 207,000unique tower locations across more than 487,000towns and villages in India, and offer broadbandservices (4G and 5G) at more than 566,000 broadband(4G and 5G) units, covering over a billion people. YourCompany's 4G population coverage increased to over1.1 billion Indians i.e. over 86% of population, as ofMarch 31, 2026. Your Company provide VoLTE servicesand Voice over Wi-Fi (“VoWiFi”) services throughout India.
Your Company has OFC spanning over 350,000kilometers, combining both own infrastructure and IRUstaken (excluding overlaps). Your Company continuesto focus on enhancing its 4G and 5G infrastructure.During the year, 17,300 new unique broadband towerswere added. The total unique broadband towers countnow stands at over 202,000. Your Company hasbeen deploying LTE on TDD band of 2300 MHz and2500 MHz spectrum band to expand the capacity and on900 MHz band on selected sites to improve customerexperience in dense areas. Your Company also deploysDynamic Spectrum Re-farming (DSR), High Power SmallCell (HPSC), Massive MIMO and Small Cells to maximizespectrum efficiency. During the year, your Companyworked towards building 5G infrastructure.
FY26 marked a pivotal phase in your Company's brandjourney. The Company entered the year amidst negativepublic sentiment and regulatory overhang, whichimpacted consumer perception and raised concernsaround its ability to deliver superior connectivity andvalue.
Defying these challenges, your Company delivereda strong turnaround driven by accelerated networkexpansion, proactive communication of improvednetwork performance and coverage, phased 5Grollout across key urban markets, and the launch ofdifferentiated product propositions. Additionally, theGovernment of India and the Hon'ble Supreme Court'sjudgment on AGR dues provided a critical externalimpetus, enabling the Company to build a morepositive narrative. These efforts collectively resulted ina significant improvement in social media sentiment,along with gains in spontaneous awareness and brandconsideration metrics.
The network capex cycle initiated post-FPO gainedfurther momentum during the year. During the IPLseason, your Company communicated its enhancednetwork capabilities through the “1 Lakh Towers in6 Months" campaign across television and digitalplatforms, receiving strong positive engagementfrom customers. This was complemented by targetedofferings such as JioHotstar packs aimed at upgradingcustomers to higher-value plans.
During FY26, your Company rolled out 5G servicesin key urban markets in a phased manner, enablingenhanced customer experience and optimal utilizationof spectrum across technologies. With increasingpenetration of 5G-enabled devices, this rolloutstrengthens the Company's ability to drive both customeracquisition and retention. Communication around 5Gavailability was executed through a mix of social media,point-of-sale branding and geo-targeted digitalcampaigns.
Your Company continued to build differentiation throughinnovative and industry-first product offerings. The‘Vi Non-Stop Hero' proposition launched earlierin select circles, witnessed strong adoption andwas scaled Pan-India during the year. This offeringprovides truly unlimited data across 4G and 5Gnetworks and has been widely adopted by high-usagedata customers. A large-scale ATL campaign duringAugust - September 2025, executed in partnership withGoogle Vertex AI for contextualized communication,significantly enhanced brand recall and engagement.Influencer-led amplification further strengthened reach,generating over 25 Mn organic views.
Your Company also continued to strengthen itspremium postpaid portfolio. Customers benefit fromuninterrupted premium entertainment through Netflixfamily plans and a comprehensive suite of benefits underthe RedX portfolio. The Company remains committedto enhancing customer experience by continuouslyenriching its value propositions.
Tapping into the growing experience economy, yourCompany partnered with Netflix to create a unique,curated experience around the launch of the highlyanticipated series ‘Stranger Things Season 5' forits postpaid customers across key cities. Thistelco-exclusive initiative drove strong engagement,generated significant user-led social media content, andreinforced the linkage between premium entertainmentand the Company's product offerings.
At the India Mobile Congress 2025, your Companyshowcased a range of Al-led use cases aligned withnational initiatives such as Skill India. Demonstrationsacross sectors including fashion, automotive, MSMEsand fraud prevention received strong interest from
government stakeholders, industry participants, mediaand visitors. These initiatives reinforced the Company'svision of leveraging technology to drive innovationacross business, employment and public services.
In FY26, your Company announced its partnershipwith the Chennai Super Kings, representing a strongalignment of shared values - passion, performance andresilience. This association aims to deepen consumerengagement, strengthen cultural relevance andenhanced the overall brand experience for customers.
During the year, your Company's marketing initiativesreceived global recognition, including Bronze awardsat the Cannes Lions International Festival of Creativityand the London International Awards for the ‘Vi NumberRakshak' campaign launched during the Kumbh Mela.This initiative enabled pilgrims, particularly thosewithout mobile devices, to carry bracelets engraved withemergency contact details, facilitating reunification withfamilies and addressing a real-world challenge throughconnectivity.
As the network continues to strengthen, your Companywill continue to build on the pillars of functional salience,emotional connection, digital engagement, youthconnect and product innovation to drive sustained branddifferentiation in the Indian telecom sector.
Your Company tracks performance across seven KeyPerformance Indicators (KPIs):
- Revenue
- Cash EBITDA
- Subscribers and net addition
- 4G/5G broadband subscribers
- ARPU
- Broadband site addition and
- Data usage
Collectively, these parameters provide a comprehensiveview of operational and financial progress of your Company.Your Company has committed to a sustained customeraddition, double-digit revenue growth, and a tripling ofCash EBITDA over the next three years i.e. by FY29. As ofMarch 31, 2026, all seven of these parameters have been
improving directionally. The net subscriber additions haveturned positive in February 2026 marking a meaningfulinflection in the business trajectory. The strategic initiativesdescribed below are the primary drivers of this improvingperformance and your Company's growth ambitions in FY29.
FY26 marked a decisive acceleration in your Company'snetwork investment cycle. Building on the three-yearinvestment contracts signed with Nokia, Ericsson, andSamsung in September 2024, the pace of deploymentstepped up meaningfully. Over the period of last18 months since March 2026, your Company hasdeployed over ' 16,000 Cr towards network investment.It further planned an investment of ' 45,000 Crbetween FY27 and FY29 to expand the 4G coverageand 5G services. This planned investment will contributetowards bridging the 4G coverage gap with yourCompany's competitors in 17 key circles. These keycircles contribute to over 99% of your Company'srevenue. Your Company also aims to bring 4G coverageto all national highways, key state highways, airportsand place of tourists' interest in the remaining 5circles. Lastly, your Company aims to provide seamless5G coverage to all urban areas. With your Company'splanned investments, the 4G population coverage inthe 17 key circles is expected to increase to over 95%.
Your Company holds highest 4G spectrum per Mnsubs amongst the 3 private operators and competitive5G spectrum in its 17 key circles, which allows tooffer superior experience to customers as well as toeffectively utilize the spectrum across existing andemerging technologies.
As of March 31, 2026, the total broadband site countincreased to over 566,000 from over 494,500 inMarch 2025. Your Company has committed substantialcapital to build a network infrastructure capable ofcompeting with the best in the country. This pace ofnetwork roll-out reinforces your Company's focus tosuperior customer experience through enhanced indoorcoverage, in addition to adding more sites to expandits capacity.
These early investments have significantly enhancednetwork coverage and capacity, resulting in a better
customer experience. 4G population coverageexpanded by over 48 Mn, reaching over 86%, upfrom ~83% in March 2025. Simultaneously, 4G datacapacity increased by over 12% for the same timeperiod. This marks just the beginning of a broaderinvestment cycle. Consequently, your Company isobserving a notable slowdown in subscriber losses.Most significantly, the subscriber addition turned netpositive since February 2026, a meaningful milestonethat reflects the impact of your Company's sustainednetwork investment. Your Company is confident thatthis positive trend will continue with sustained paceof capex deployment. Moreover, the phased expansionof 5G services is expected to further strengthensubscriber acquisition, upgrade and retention.
Your Company initiated the rollout of 5G in March2025 and as of May 2026, 5G services are availablein over 80 cities. Your Company has the advantage ofhaving latest 4G equipment and technologies whichare capable to upgrade to 5G. Your Company has alsodeployed various advanced 5G technologies includingMassive Multiple-Input Multiple-Output (“MassiveMIMO") for improved capacity and Open Radio AccessNetwork (“ORAN") for increased flexibility.
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 diverseuse cases associated with 5G, encompassing bothmobile and enterprise segments. Your Company's5G-ready architecture enables latency reduction andhelps to deliver an enhanced customer experience.
Your Company entered into a strategic partnershipwith Chennai Super Kings (CSK) as their officialcommunications partner, giving it strong salienceduring the T20 cricket league. This partnershipalso represents a powerful combination of sharedvalues - passion, performance and resilience.Together, the two brands are bringing fans closerto the game, celebrating the sport and delivering
seamless connectivity that enhances every moment ofthe cricketing journey. This partnership represents thebrand's commitment to deepening its connection withIndia's social and cultural fabric. Your Company is alsorunning campaigns designed around this partnershipcalled ‘Vi 5G fanfest' offering the Company's subscribersin-stadium and digital interactive experiences, suchas meet-and-greets, signed merchandise, and ticketopportunities.
To complement its extensive network upgrades andcapitalize on the T20 cricket league, your Companylaunched the marketing campaigns aimed at increasingconsumer awareness about the marked improvementin network performance.
During the year, your Company also launched variouscampaigns to reinforce its non-stop data experienceproposition, build network credentials and reinforcethe tangible progress of its investment cycle. Some ofthese campaigns are:
• Non-Stop Hero “Top-Up ke Pop-Ups" campaign-A large-scale digital and film-led campaign.
• ‘Added 1 Lakh Towers in 6 Months' campaignduring the last IPL season on Connected TV andDigital platforms.
• Your Company and Netflix entered into ahigh-impact partnership to build engagementthrough limited edition SIM kits and merchandisewith customers who are fans of the popular series‘The Stranger Things'.
• Your Company's ‘The Number Rakshak' campaignwhich helped in reuniting the pilgrims with theirfamilies during the Mahakumbh 2025 was widelyrecognized and won a prestigious Cannes Lionsaward for Cultural Engagement and ‘OutstandingCampaign' at ET Digi plus Awards.
• Your Company also bagged accolades at Afaqs forBest Use of Influencers on Instagram as part of the‘Vi Data Guarantee' campaign and for impactfulprepaid influencer marketing for the ‘Super Hero'and ‘Non-Stop Hero' plans.
• Launched local campaigns in cities where 5G waslaunched.
During the year, multiple new propositions wereintroduced across consumer segments:
• REDX Family Plan extended the premium REDXproposition to multi-member households to driveretention and consolidation of high-value users.
• Launched new premiumized offerings of Non-StopHero Bundled with Vi MTV & JioHotstar.
• Monsoon Magic on Vi App to increase apppenetration and drive sustained engagementthrough gamified experiences.
• Your Company launched India's firstrecharge-linked handset theft & loss insuranceplan for prepaid customers, providing protectionas an added value benefit to customers.
• The Big Diwali Sale on the Vi App focused onexclusive app-first offers, to strengthen Vi App asa primary customer interaction channel.
• Your Company also collaborated with Niyo Forexto offer forex and international payment benefits,enhancing Vi's relevance for international travelers.
As your Company entered FY26, network investmentsbegan to materially reflect on the ground. Building onthis momentum, the Company focused on scaling itspremium product portfolio to drive a healthier subscribermix and enhance ARPU growth.
The ‘Vi Non-Stop Hero' proposition is now availablePan-India, which offers truly unlimited data across both4G and 5G networks. A large-scale marketing campaignacross television and digital platforms positioned theproduct as a “Full-month unlimited data, no dailyquota" offering. The campaign was further amplifiedthrough influencer-led storytelling and contextualcreative deployment in partnership with Google VertexAI, driving strong awareness and consideration. Thisinitiative contributed meaningfully to ARPU growth andhigh-value subscriber retention on network. ‘Non¬Stop Hero', has been recording a sequential growthof over 25% for last three quarters and contributes toover 10% of the total prepaid base since its launch inJanuary 2025.
To further enhance customer convenience and loyalty,your Company introduced long-validity plans andbundled OTT offerings with Non-Stop Hero, therebyincreasing the overall value proposition and adoptionamong target base.
To drive higher customer retention, your Companycontinued building on the success of the ‘Vi Guarantee'program launched in the previous Financial Year—whichoffered 130 GB of additional data to prepaid users—your Company introduced ‘Vi Guarantee 2.0' targetingprice-sensitive 2G customers. This initiative providedadditional validity benefits through voice-only plans,offering 2 extra days per recharge over a 12-monthperiod. The program saw adoption from over 5 Mn usersand contributed to improved customer continuity andgradual ARPU upgrades.
The postpaid business continued to demonstrate strongperformance with consistent growth in the subscriberbase across both M2M and individual segments. Growthwas driven by differentiated product propositions,enhanced customer engagement, improved serviceexperience and strong execution.
Your Company also strengthened customer engagementthrough partnerships, including collaborations withNetflix for themed experiences and merchandise aroundpopular content.
To further grow ARPU through product premiumization,your Company expanded its ‘Vi Max Limitless' postpaiddata plans across multiple circles, offering truly unlimitedhigh-speed data along with premium entertainmentbenefits. Additionally, the Company strengthened itsfamily plan portfolio through the launch of ‘Vi Max FamilyPlans' and ‘REDX Family Plans', offering enhanced databenefits, OTT bundles and attractive pricing. Notably,the REDX Family Plan extends premium benefits to alladd-on connections, making it a differentiated offeringin the market.
Your Company has further enhanced Internationalroaming services portfolio with coverage expandedto over 160 countries. The Company continues todifferentiate itself by offering unlimited data andvoice benefits across multiple destinations. Additionalenhancements include discounted roaming packs foradd-on family members and partnerships with players
such as Niyo Forex to enable seamless internationalpayments and forex solutions. Strategic partnershipswith MakeMyTrip further enhanced the proposition'sreach and value for frequent international travelers.These enhancements aim to address key travelconcerns and provide a comprehensive and worry-freeinternational travel experience for Vi customers.
India's first recharge-linked handset theft and lossinsurance plan: Continuing its focus on innovation,your Company introduced recharge-linked handsetprotection for prepaid users, offering coverage of up to' 25,000 in case of device loss or theft. This solutionis developed in partnership with Aditya Birla HealthInsurance Company Limited and simplifies the claimprocess through a digital-first approach, reducingpaperwork and improving turnaround time.
Your Company launched ‘Easy+' a unique corporatepostpaid proposition that allows users to purchaseadd-ons like international roaming, OTT subscriptions,and data packs directly through the Vi App—bringingunmatched flexibility to corporate users. Easy +expanded its offerings with new features like Vi Shop,Vi MTV and addition of personal loan. It also expandedto an omnichannel experience with the launch of itswebsite.
Operating in a highly competitive telecom environmentmarked by rising customer expectations, complexservice journeys and increasing assisted-channeldependency, your Company recognized that incremental,function-specific improvements were necessary todeliver sustained experience transformation.
The initiative was conceptualized as a strategic,organization-wide customer experiencetransformation initiative aimed at restoringand strengthening customer trust throughconsistent, differentiated service delivery. Sinceimplementation, the initiative has deliveredmeasurable improvements across key customerexperience indicators.
• Interactions @ 50% (i@50%): This initiativeaims to empower customers with faster serviceby reducing assisted interactions by 50% attouchpoints. It has delivered a 42% reduction inassisted customer complaints since launch to endof FY26.
• Zero Interaction Complaints (ZIC): Thisinitiative aims to eliminate repeat contact forsame issue through Zero Interaction Complaints.It has resulted in reduction in interaction-relatedcomplaints by 74% across all touch points sincelaunch till end of FY26.
These outcomes have significantly reduced customereffort while strengthening trust, satisfaction and digitaladoption. Driving with EDGE (Every Day Great Execution)positions, your Company is strongly creating a scalable,AI insight-driven customer experience engine for future,that continuously reduces customer pain while buildinglong-term trust and loyalty..
Initiatives have been deployed and consistentlyenhanced to meet the evolving customer needs.Few key initiatives during FY26 include:
• Conversation voice bot for Post PaidCollections: New intents and enhancementsdeployed on humanoid voice bot ViNi, whichis capable to have human like conversationswith customers in 5 languages. It provides realtime information to customers through multipleintegration of AI systems with CRM, billingsystems, analytics and dialer technologies.
In addition to English & Hindi, Vernacular chatservices were deployed to expand service reachto customers with vernacular needs. Chat servicesmade available on Vi App, website and WhatsAppin Bangla, Telugu, Tamil, Gujarati & Marathilanguages.
• Conversational voice bot for Prepaid MNPretention: Humanoid voice Bot ViNi deployed forretaining prepaid MNP customers. This helped inreaching out to customers who were not part of
manual tele-calling cohorts. This bot is available in4 languages and is able to retain customers whowere engaged through any tele-calling initiatives.
• Email Bot: Your Company upgraded from anNLP platform for a Gen AI powered solution torespond to customer's emails. The email botunderstands the email's topic, analyses contextand automatically performs required set of actions.With email bot, your Company will be able tofacilitate assisted response from agents, improveagent productivity and ensure faster response tocustomers.
• Auto UPI: Auto UPI registration on Digital assetswas encouraged by your Company through multiplecampaigns and an easy-to-configure process.It helped seamless payment from customer'saccount every month without any hassle ofremembering payment dates.
customer journeys have been consistently addedto the Digital assets and 80% of service requestsand complaints get registered digitally. This hashelped reduce the customers need to contact callcentre or visit stores.
• Dynamic IVR (Prepaid): Your Company iscontinuously developing the IVR menu basiscustomer preferences and ease of navigation toimprove IVR containment rate of 95% with only5% of IVR calls requiring agent assistance. Thishas helped reduce call centre volume and servicecosts.
• Big Data, Advanced Analytics (ArtificialIntelligence & Data Science) and BusinessIntelligence Edge: Your Company was one ofthe first telcos in India to launch its own Big Dataand advanced AI/ ML based cloud data analyticsplatform on AWS Cloud with a goal to establish afast, scalable and cost-efficient model of servicingits vast customer base and drive business growththrough precision marketing and customer-oriented service model.
Today, your Company hosts a state-of-the-artdata science practice in house which leverages
an advanced data lake and business intelligenceplatforms built within AWS Sage maker platform.These massive data points are utilized by in-houseAI/ML models to build next best recommendationengines, product and churn propensities, customerupgrades, price elasticity and other such predictiveengines that allows your Company to effectivelysegment and target the customers with curatedofferings best suited to their needs, usage, payingcapacity and consumer behavior.
The AI/ML engines are further strengthened withan advanced MarTech suite that can effectivelymap the customers Telco usage and behavioralpatterns along with footprints from customertouchpoints and journeys across the brand app,website and other 3rd Party platforms and wallets.This system helps your Company trigger precise,curated and real time alerts recommending theirnext recharge plan, data top up and other offeringsbest suited to their needs. With these systemsgaining maturity, your Company is now beingable to effectively deliver 2-5% incremental lift inrevenue generation or cost savings.
Today, your Company is deploying its Big DataEngines and Data Science practice to increaseits subscriber base, enhance ARPU, optimizecost, augment operational efficiency, accelerateDigital adoptions for Consumers, Marketing, Digitaland Enterprise offerings/ services for Prepaid &Postpaid businesses.
During the course of the year, your Companyexperimented extensively with the use ofgenerative AI to create fast, scalable and curatedvideo content - some of which were commerciallydeployed in mainstream media with great effectand popular reception.
To enhance customer safety, your Company alsolaunched an AI/ML-powered spam managementsolution - ‘Vi Protect'. It detects and filtersunsolicited and potentially harmful messages inreal-time. The system continuously adapts toevolving spam patterns and also tags suspiciousmessages as ‘Suspected Spam.' In parallel, it
strengthens safeguard against spam voice callsand simplifies spam complaint filing throughthe app. It also proactively educates users onidentifying phishing attempts, reinforcing asecure and trusted mobile experience. Vi Protectinitiatives have now categorized nearly 2 billioncalls and SMSs as suspected spam this quarter.Additionally, your Company is currently blocking250,000 domains as SPAM to secure its network.
Alongside, your Company continues to focuson digitalization of customer servicing as wellacquisition across all touch points. Your Companynow has digital acquisition across major cities inIndia for both prepaid and postpaid customers,including same day door step delivery and digitalKYC processes, serviced through its dedicateddelivery partners as well as own stores.
These strategic initiatives reaffirm your Company'scommitment to delivering customer-centricinnovation, addressing real-world needs, andleading the way in enhancing mobile connectivityand service experience.
During the year, Vi Business continued to advance itsstrategic pivot towards a technology-led enterprisesolutions model, strengthening its integrated portfolioto address the evolving digital and connectivity needsof businesses. The Company is focused on deliveringdifferentiated solutions across cloud solutions, fixedconnectivity, unified communications, IoT and enterprisemobility, while progressively expanding into high-growthdigital domains.
To support growing enterprise demand, Vi Businesscontinued to enhance its core through strategicinvestments a total of 6Tbps network capacity addedin FY 25-26 to the Dedicated Enterprise Corridordeveloped across key cities including Mumbai, Pune,Bengaluru, Hyderabad, and Chennai, addressing theexponential rise in enterprise data consumption acrossdata centers, NLD thus enhancing scalability, resilienceand high-speed connectivity for enterprise customers.
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 your Company to better meetthe evolving needs of enterprise customers. Vi Businessfurther strengthened enterprise self-service capabilitiesthrough platforms such as Vi Business Assist, enablingsimplified account management and enhancedcustomer experience.
In addition, Vi Business achieved the globally recognizedTL 9000 certification, underscoring its continued focuson delivering high-quality operations and servicesaligned with international telecom quality standards.
Vi Business is expanding its enterprise partnerships andsolution ecosystem, aimed at accelerating industry-specific digital adoption across sectors such asmanufacturing, BFSI, IT & ITeS, utilities and logistics.Through these innovations, Vi Business continues tostrengthen its position as a trusted enterprise partner,enabling organizations to build resilient, connected andfuture-ready operations. Some key highlights are listedbelow:
• Cloud & Collaboration: Vi Business collaboratedwith Google to offer an exclusive discount onGoogle Workspace for the Company's SMEcustomer base.
AI-powered CCaaS solution launched in partnershipwith Genesys last quarter continues to expandrapidly across key verticals including BFSI, BPO,Manufacturing, and Consulting.
• Smart Metering at Scale: Smart Meteringsolutions backed by a strong Government push
for digital and energy reforms have enabledaccelerated roll outs and ecosystem readiness.Vi Business plans to deploy 12 Mn solutions innext 3 years, positioning the Company as a keyenabler in India's smart energy transition.
• Innovation Lab: In collaboration with AWS andC-DOT, Vi Business launched ‘IoT Innovation Lab'in September 2025. This initiative empowersIoT innovations across sectors like automotive,manufacturing and connected infrastructure.It also serves as a co-creation hub whereconcepts are rapidly tested, validated and scaled.
Vi Business strengthened its ecosystem throughstrategic partnerships and continued to expand itsportfolio with next-generation digital and enterprisesolutions. In partnership with Hewlett PackardEnterprise (HPE), Vi Business expanded its managedwireless LAN portfolio powered by HPE ArubaNetworking. Vi Business deepened its collaborationwith Google Workspace, bundling deployment,migration, and managed services to enhance enterpriseproductivity. Easy+, the industry first feature inenterprise mobility was enhanced with metro ticketingintegration and instant personal loans, thus, improvingeveryday convenience and expanding value-addedservices for customers.
Vi Business witnessed strong business momentum inIoT segment across key solution areas and continuedto drive innovation through collaborative platforms andecosystem initiatives. Your Company also launched theIoT Innovation Lab, India's first telco-led co-creationplatform for IoT solutions enabling rapid prototyping,testing, and scaling. The lab is emerging as a key hubfor interoperability, certification, and development offuture-ready enterprise use cases.
Vi Business continued to drive growth in IoTthrough advanced e-SIM capabilities, device lifecyclemanagement systems, smart infrastructure solutions
and scalable IoT platforms. Advanced MeteringInfrastructure (AMI) emerged as a key growth driver,supported by strong government initiatives in digitaland energy transformation, enabling acceleratedrollouts and ecosystem readiness.
At India Mobile Congress (IMC) 2025, Vi Businessdemonstrated its leadership in enterprise digitaltransformation by displaying cutting edge enterprisesolutions that were powered by AI and centeredon Security. Other key launches at the event wereAI powered managed Wi-Fi solutions, Secured HybridSD-WAN application in Robotics, AI powered CCaaS,VR experience of IoT Labs, AI powered platform forproactive diagnosis of IoT devices, multi-cloud services,Autonomous Security Operations Centre (SOC).
Vi Business continued to strengthen its leadership inthe MSME segment through its flagship digital advisoryinitiative recognized as ‘India's largest Digital Advisoryfor MSMEs'. The fourth edition of ‘MSME Ready forNext' (RFN) 2025 reached over 200,000 MSMEs across16 industries, providing digital maturity assessments,sector-specific insights, and tailored recommendations.The program also delivered insights through the MSMEGrowth Insights Study 2025, reinforcing Vi Business'srole as a trusted digital transformation partner forMSMEs.
As part of its thought-leadership agenda, Vi Businessconducted multiple high-impact CXO engagementsfocused on AI-led transformation and next-generationcustomer experience. A flagship Vi Business Confluenceforum was hosted in partnership with HPE to deliberateon the impact of AI on enterprise networks and thestrategic implications for future-ready enterprises. ViBusiness also co-hosted an exclusive CXO engagementin Delhi with Genesys, centered on AI-enabled customerexperience.
‘Vi Tee Walk 2026' i.e. Vi Business annual flagship CXOgolf event brought together 200+ industry leadersacross Delhi, Mumbai and Bangalore. In partnershipwith CNBC TV18, Vi Tee Walk Executive Turf leadership
series in its third season featured leading voices acrossindustries, discussing enterprise critical themes aroundAl-led enterprise transformation and customer privacyin a zero-trust world, highlighting the shift from intentto execution in digital adoption.
On the back of these strategic initiatives, yourCompany reported annual revenue and EBITDA(pre-IndAS-116) growth for the fourth consecutiveyear despite significantly lower investments vis-a-viscompetition; clearly reflecting its ability to executeand compete effectively in this market. Your Companyreported 19 quarters of sequential growth in ARPU.All of this is possible as your Company is followingits well-defined strategy while remaining focused onproviding great data and voice experience by buildinga differentiated digital experience and adding severaldigital offerings.
This year has been eventful for your Company asfollowing the Supreme Court's direction permitting theGovernment to reassess your Company's AGR liabilities,a DoT-constituted committee completed its review andcommunicated its determination on April 30, 2026. YourCompany's AGR dues have been finalised at ' 64,046 Cras of December 31, 2025 — a reduction from the earlierfrozen figure of ' 87,695 Cr. The structured repaymentschedule provides significant long-term clarity for thecashflows, which is as under:
• ' 124 Cr paid for the year ending March'26;
• Additionally, ' 124 Cr to be paid annually over next5 years i.e. March'27 to March'31;
• Minimum ' 100 Cr to be paid annually over 4 yearsi.e. March' 2032 to March' 2035;
• Remaining amount to be paid in six equalinstalments annually from March' 2036 toMarch' 2041.
Consequently, your Company has recognised aone-time accounting gain primarily driven by AGRre-assessment and recognition of present value offuture payments of AGR. This development meaningfullyimproves your Company's balance sheet and provides adefinitive conclusion to the AGR matter.
The financial statements of the Company have beenprepared in accordance with the Indian Accounting Standards(Ind AS) notified under Section 133 of the Companies Act,2013 (‘the Act') read with Companies (Accounts) Rules, 2014(as amended).
The standalone and consolidated financial highlights of yourCompany for the Financial Year ended March 31, 2026 aresummarised as follows:
Particulars
Standalone
Consolidated
2025-26
2024-25
Income from sale of goods
44,340
43,045
44,789
43,456
and services
Other operating income
45
112
84
116
Other income
564
1,026
541
1,020
Total income
44,949
44,183
45,414
44,592
Expenses
26,317
25,826
25,870
25,446
EBITDA
18,632
18,357
19,544
19,146
Depreciation and
21,509
21,411
22,108
21,973
amortisation
EBIT
(2,877)
(3,054)
(2,564)
(2,827)
Finance cost
21,325
24,530
21,495
24,543
EBT
(24,202)
(27,584)
(24,059)
(27,370)
Exceptional items (net)
58,684
142
58,607
Share of JV/Associates
-*
2
Profit / (Loss) before tax
34,482
(27,442)
34,548
(27,368)
Taxes
(4)
16
Profit/(Loss) after Tax
34,552
(27,384)
*Numbers are below one Crore under the rounding off convention adopted bythe Group and accordingly not reported.
Standalone revenue of your Company stood at ' 44,385 Cr,an increase of 2.8% over previous year. The EBITDA stood at' 18,632 Cr, registering an increase of 1.5% over the previousyear. The profits after tax of the Company for the FinancialYear 2025-26 stood at ' 34,482 Cr, vis-a-vis loss after taxof ' 27,442 Cr, for the previous year.
On a consolidated basis, the revenue of your Company stoodat ' 44,873 Cr, an increase of 3% over the previous year.The EBITDA stood at ' 19,544 Cr registering an increaseof 2.1% over the previous year. The profit after tax of theCompany stood at ' 34,552 Cr for the Financial Year 2025-26vis-a-vis a loss after tax of ' 27,384 Cr for the previous year.
Revenue: For the Financial Year ending March 31, 2026,your Company recorded a revenue from operations of' 44,873 Cr, reflecting an increase of ' 1,301 Cr over' 43,572 Cr reported for the Financial Year endedMarch 31, 2025, primarily due to improved subscriber mixand 4G/5G subscriber additions.
Other income comprising mainly of interest income decreasedby ' 479 Cr from ' 1,020 Cr for the Financial Year endedMarch 31, 2025 to ' 541 Cr for the Financial Year endedMarch 31, 2026. The decrease was primarily due to decreasein interest income on FDs.
Operating expenses: Total operating expenditure increasedby ' 424 Cr from ' 25,446 Cr for the Financial Year endedMarch 31, 2025 to ' 25,870 Cr for Financial Year endedMarch 31, 2026.
Employee benefit expenses: Employee benefit expensesincreased by ' 105 Cr from ' 2,232 Cr for the Financial Yearended March 31, 2025 to ' 2,337 Cr for the Financial Yearended March 31, 2026, primarily due to increments in salaryduring the year offset by decrease in headcount.
Network expense and IT outsourcing cost: Networkexpense and IT outsourcing cost decreased by ' 21 Cr from' 9,439 Cr for the Financial Year ended March 31, 2025 to' 9,418 Cr for the Financial Year ended March 31, 2026primarily due to decrease in Repairs and Maintenance - plantand machinery ' 98 Cr and IT outsourcing cost ' 72 Cr offsetby increase in power & fuel expenses ' 107 Cr.
License fees and spectrum usage charges: License feesand spectrum usage charges increased by ' 155 Cr from' 3,696 Cr for the Financial Year ended March 31, 2025 to' 3,851 Cr for the Financial Year ended March 31, 2026broadly in line with increase in revenue.
Roaming and access charges: Roaming and accesscharges decreased by ' 96 Cr from ' 4,597 Cr for theFinancial Year ended March 31, 2025 to ' 4,501 Cr for theFinancial Year ended March 31, 2026, primarily on accountof reduction in access charges due to decrease in count ofSMS termination.
Subscriber acquisition and servicing expenditure increasedby ' 83 Cr from ' 4,092 Cr for the Financial Year ended
March 31, 2025 to ' 4,175 Cr for the Financial Year endedMarch 31, 2026 primarily on account of higher amortisationof contract cost capitalised based on assessment of customerlife cycle.
Advertisement, business promotion expenditureand content cost: Advertisement, business promotionexpenditure and content cost increased by ' 43 Cr from' 500 Cr for the Financial Year ended March 31, 2025 to' 543 Cr for the Financial Year ended March 31, 2026primarily due to increase in content cost.
Other expenses: Other expenses increased by ' 151 Crfrom ' 888 Cr for the Financial Year ended March 31, 2025 to' 1,039 Cr for the Financial Year ended March 31, 2026primarily due to higher provision of doubtful debts andadvances.
The composition of total operating expenses (amount andpercentage to total operating expenses) are as follows:
The EBITDA has increased by ' 398 Cr from ' 19,146 Crfor the Financial Year ended March 31, 2025 to ' 19,544 Crfor the Financial Year ended March 31, 2026. EBITDA as apercentage of Total Income increased to 43.04% for theFinancial Year ended March 31, 2026, compared to 42.94%for the Financial Year ended March 31, 2025.
Depreciation, amortisation, finance costs andexceptional gain: The depreciation charge for the year hasdecreased by ' 218 Cr from ' 13,393 Cr for the FinancialYear ended March 31, 2025 to ' 13,175 Cr for the FinancialYear ended March 31, 2026. The amortisation charge forthe year has increased by ' 353 Cr from ' 8,580 Cr for the
Financial Yearr ended March 31, 2025 to ' 8,933 Cr for theFinancial Year ended March 31, 2026.
Finance Cost for the Financial Year ended March 31,2026 decreased by ' 3,048 Cr from ' 24,543 Cr for theFinancial Year ended March 31, 2025 to ' 21,495 Cr forthe Financial Year ended March 31, 2026, due to decreasein spectrum interest due to payment via equity conversionand modification of Deferred Payment Obligationtowards AGR.
Exceptional gain for the Financial Year ended March 31, 2026is ' 58,607 Cr primarily due to reduction of deferred paymentobligation related to AGR including discounting impact.
Profits before and after taxes: The profit before taxfor the Financial Year ended March 31, 2026 stood at' 34,548 Cr as compared to a loss before tax of ' 27,368 Crfor the Financial Year ended March 31, 2025. The profit aftertax for the Financial Year ended March 31, 2026 stood at' 34,552 Cr as compared to a loss after tax of ' 27,384 Crfor the Financial Year ended March 31, 2025.
Capital expenditure: During the Financial Year 2025-26,capital expenditure (including capital advances and excludingRoU assets and spectrum) incurred was ' 8,217 Cr. Inaddition, ' 363 Cr was incurred towards bandwidth.
• The gross and net block of property, plant and equipmentand intangible assets (including capital work in progressand intangible assets under development) stood at' 3,64,769 Cr and ' 1,58,360 Cr respectively.
• Financial assets (non-current & current) decreased by' 6,928 Cr from ' 20,222 Cr to ' 13,294 Cr primarilydue to decrease in fixed deposit with banks includingmargin money.
• Other assets (non-current & current) increased by' 1,867 Cr from ' 18,100 Cr to ' 19,967 Cr primarilydue to reversal of certain provisions.
• Deferred tax assets as at March 31, 2026 stood at' 17 Cr.
• The paid-up equity share capital of the Companyincreased by ' 36,950 Cr during the year due to issuanceof 36,95,00,00,000 equity shares of face value of
' 10/- each per equity share to DoT towards conversionof spectrum dues.
• Other Equity:
The Group's Other Equity decreased from(' 1,41,713) Cr as of March 31, 2025 to(' 1,44,101) Cr as of March 31, 2026 mainly due to:
a. Conversion of Government of India loan amountingto ' 36,950 Cr, disclosed as share applicationamount pending allotment last year, now uponallotment of shares have been classified as EquityShare Capital.
b. Profit for the year amounting to ' 34,552 Cr.
• As on March 31, 2026, the total equity stood at(' 35,758) Cr as compared to (' 70,320) Cr as onMarch 31, 2025.
• Long term and short-term borrowings decreased by' 46,841 Cr and stood at ' 1,49,455 Cr as onMarch 31, 2026 primarily due to reduction of deferredpayment obligation related to AGR including discountingimpact.
• Other financial liabilities (non-current and current)increased by ' 8,997 Cr and stood at ' 71,623 Cr forthe Financial Year ended March 31, 2026 primarilydue to increase in interest accrued but notdue on deferred payment obligations and leaseliabilities.
• Non-current and other current liabilities and provisionsdecreased by ' 2,938 Cr and stood at ' 6,310 Cr forthe Financial Year ended March 31, 2026 mainly due todecrease in taxes, regulatory and statutory liabilities.
• Deferred tax liability stood at March 31, 2026 at' 8 Cr.
The cash generated from operations of ' 19,411 Cr,proceeds from issue of NCDs ' 3,271 Cr, maturities ofFDs ' 4,551 Cr, interest received ' 820 Cr, proceeds fromsale of PPE and intangible assets ' 165 Cr, which were
mainly used for purchase of PPE and intangible assets' 10,979 Cr, payment of lease liability ' 10,223 Cr, repaymentof long-term borrowings ' 1,600 Cr, payment of interest andfinance charges ' 2,780 Cr, payment of deferred paymentobligation towards spectrum ' 589 Cr and pursuant to AGRJudgement ' 124 Cr, purchase of current investments ' 72 Crand payment of share issue expenses ' 2 Cr.
Consequently, cash and cash equivalents as atMarch 31, 2026 stood at ' 2,106 Cr.
The key financial ratios are as under:
Financial Year2025-26 2024-25
Debtors turnover ratio (number of days)1
17
Current ratio2
0.61
0.82
Debt equity ratio3
(4.14)
(2.81)
Debt service coverage ratio (DSCR)4
0.41
0.38
Interest service coverage ratio (ISCR)5
0.45
Operating profit margin (%)6
(8%)
(9%)
Net profit margin (%)(7)
78%
(64%)
Return on net worth (%)(8)
NA(8)
items and 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 31,2026 and March 31, 2025.
In view of the accumulated losses, the Board expresses itsinability to recommend any dividend for the year under review.
During the Financial Year under review, the Board has notproposed to transfer any amount to Reserves.
The authorised share capital of the Company as onMarch 31, 2026, was ' 1,36,950 Cr divided into 13,195 Crequity shares of ' 10/- each and 500 Cr Preference Shares of' 10/- each.
During the Financial Year 2024-25, the Ministry ofCommunications, Government of India in line with theReforms and Support Package for Telecom Sector announcedin September 2021 and in response to the Company'srequest, issued an Order under Section 62(4) of the Actdated March 29, 2025, for conversion of Deferred Paymentobligations towards spectrum auction dues, includingdeferred dues repayable after expiry of the moratorium period,aggregating to ' 369,500 Mn into 36,95,00,00,000 EquityShares of the face value of ' 10/- each at an issue price of' 10/- each. In compliance with Section 62(4) of the Act, theCapital Raising Committee of Board of Directors of your Companyhas allotted 36,95,00,00,000 Equity Shares at an issue price of' 10/- each on April 8, 2025 to the Department ofInvestment and Public Asset Management, Government ofIndia (acting through President of India).
Paid-up Share Capital
Consequent to the allotment of Equity Shares to Governmentof India on April 8, 2025, the issued, subscribed and paid-up Equity Share Capital as of date of this report stands at
' 10,83,43,03,50,010/- comprising of 1,08,34,30,35,001Equity Shares of the face value of ' 10/- each.
As at March 31, 2026, on a standalone basis, the Companyhad cash and cash equivalents of ' 2,058 Cr and FixedDeposits with banks having maturity of 3 to 12 months of' 1,450 Cr. The total external debt from banks and othersstood at ' 726 Cr, inter-company loan stood at ' 125 Crand the payment obligations to the Government stood at' 1,45,454 Cr (comprising deferred spectrum paymentobligations of ' 1,20,200 Cr and AGR liability of ' 25,254 Cr).
As at March 31, 2026, on a consolidated basis, the Companyhad cash and cash equivalents of ' 2,106 Cr and FixedDeposits with banks having maturity of 3 to 12 months of' 1,502 Cr. The total debt from banks and others stood at' 4,001 Cr and the payment obligations to the Governmentstood at ' 1,45,454 Cr (comprising deferred spectrumpayment obligations of ' 1,20,200 Cr and AGR liability of' 25,254 Cr).
During the year, in December 2025, Vodafone Idea TelecomInfrastructure Limited, wholly-owned subsidiary of theCompany, issued Non-Convertible Debentures aggeratingto ' 3,300 Cr.
All scheduled debt repayments were made on respectivedue dates.
The Company witnessed a progressive strengthening ofits credit ratings during the fiscal year. In April 2025, CARERatings upgraded the rating of the Company's long-termbank facilities to CARE BBB- (Stable) from CARE BB+ (Stable)at the previous year end. CARE further revised the outlookon this rating to Positive in January 2026, positioning thefinal year end rating at CARE BBB- (Positive).
Concurrently, ICRA Limited assigned an initial ratingof ICRA BBB- (Stable) to certain long-term bank facilities inApril 2025, which was subsequently upgraded toICRA BBB (Positive) in March 2026.
Accordingly, as of March 31, 2026, Vodafone IdeaLimited's long-term bank facilities are rated CARE BBB-(Positive) and ICRA BBB (Positive) for certain facilities.
Additionally, the Non-Convertible Debentures issued byVodafone Idea Telecom Infrastructure Limited maintain arating of CARE BBB- (Stable) as of March 31, 2026.
On a standalone basis, for the Financial Year 2025-26, capitalexpenditure (including capital advances and excluding RoUassets and spectrum) incurred was ' 7,619 Cr. In addition,' 363 Cr was incurred towards bandwidth.
On a consolidated basis, for the Financial Year 2025-26,capital expenditure (including capital advances and excludingRoU assets and spectrum) incurred was ' 8,217 Cr. Inaddition, ' 363 Cr was incurred towards bandwidth.
During the year, your Company did not accept any deposits,including from public under Chapter V of the Act and as such,no amount of principal or interest was outstanding, as onthe date of the Balance Sheet.
In September 2025, the Company filed a writ petitionbefore the Hon'ble Supreme Court. The petition soughtto quash the additional AGR demands for the period FY2006-07 to FY 2016-17 raised by the DoT, requesting acomprehensive reassessment and reconciliation of all dues,interest, and penalties for that period. The Hon'ble SupremeCourt, keeping in view the change in circumstances andthe larger public interest, vide its orders dated October 27,2025, and November 3, 2025, stated that comprehensivereassessment / reconciliation of all AGR dues falls withinthe policy domain of the Government of India (GoI), therebyauthorizing the DoT to re-evaluate the dues.
The Company received a communication from DoT onApril 30, 2026 stating that the Committee formed for thepurpose of reassessment has finalized the AGR dues at' 64,046 Cr for the period FY 2006-07 to 2018-19 as onDecember 31, 2025, with a revised payment schedule.
The said development provided a definitive conclusion tothe AGR matter.
Consequently, in accordance with the provisions ofInd AS 109, the original financial liability of ' 80,502 Cr as ofDecember 31, 2025, was derecognized and revised financialliability of ' 24,880 Cr was recognized, which is the presentvalue of aforesaid future payments discounted at the rateconsidered by DoT for similar payments. The resulting netgain of ' 55,622 Cr, reflecting the impact of the reassesseddues and the adjustment of related provisions, has beencredited to the Statement of Profit and Loss and disclosedunder “Exceptional Items" for the financial year ended March31, 2026.
The Implementation Agreement (IA) dated March 20, 2017,entered among Vodafone Group Companies (VGP) and AdityaBirla Group Companies and the Company during the mergerof Vodafone India Limited (VInL) and Vodafone MobileServices Limited (VMSL) with the Company provided asettlement mechanism between the Company and VodafoneGroup companies (promoters of erstwhile VInL and VMSL)in the event any pre-merger contingent liability in relationto legal, regulatory, tax and other matters of the VInL andVMSL was to crystallise post the merger.
Under the said mechanism called as Contingent LiabilityAdjustment Mechanism (CLAM), the Company initiallyrecorded a maximum capped receivable of ' 8,369 Crfrom VGP, which was subsequently reduced to ' 6,394 Crconsequent to receipt of ' 1,975 Cr from VGP.
On 31 December 2025, the Company executed anamendment to the IA, wherein VGP and the company agreedto settle and discharge all remaining CLAM obligations asfollows:
• An amount of ' 2,307 Cr (based on exchange rate as ofDecember 31, 2025), will be released by the VodafoneGroup Promoters over the next 12 months, subjectto and in accordance with the terms agreed in theAmendment Agreement.
• A portion of the settlement amount is secured throughthe earmarking of 328 Cr equity shares of the Companyheld by certain Vodafone Group entities for a period offive years. Proceeds from sale of these shares, at theinstructions of a person authorised/ appointed by theCompany will accrue to the Company. As on the date
of the Amendment Agreement, the market value of theearmarked shares stands at ' 3,529 Cr.
The Shareholders' Agreement dated March 20, 2017, asamended from time to time, (“Shareholders Agreement")inter-alia, among certain Vodafone Group Companiesand Aditya Birla Group Companies, in their capacity asshareholders of the Company have certain Governance andManagement Rights. Such Governance and ManagementRights are available to a Promoter Group so long as theshareholding of such Promoter Group meets the QualifyingThreshold as stipulated in the Shareholders' Agreement andthe same are also enshrined in the Articles of Association.
Pursuant to conversion of deferred payment obligationstowards spectrum dues into equity shares by an orderpassed under Section 62(4) of the Act, the Government ofIndia's shareholding in the Company increased substantially,resulting in dilution of promoter shareholding. Consequently,the Articles of Association of the Company were amendedby passing a special resolution at the Extra-ordinary GeneralMeeting held on June 27, 2025, inter-alia, amending thedefinition of ‘Qualifying Threshold' and deletion of certainredundant provisions. The latest copy of MoA and AoA isavailable on the Company's website athttps://www.myvi.in/investors/corporate-goverance.
Issuance of Corporate Guarantee and Pledge ofShares for Debentures raised by Vodafone IdeaTelecom Infrastructure limited (VITIL)
During the year under review, Vodafone Idea TelecomInfrastructure Limited (‘VITIL'), a wholly-owned subsidiaryof the Company, issued Unlisted and Secured redeemableNon-Convertible Debentures aggregating to ' 3,300 Crore(“NCD Issue"), which was inter-alia, secured by way ofCorporate Guarantee issued by your Company and pledgeover 100% of the equity share capital of VITIL.
The Board of Directors of your Company at its meetingheld on May 16, 2026, approved issuance of upto430 crore warrants (each convertible into one equity share)to Suryaja Investments Pte. Ltd., (an Aditya Birla Group
entity and Promoter Group Company), at an issue priceof ' 11/- per Warrant, aggregating upto ' 4,730 Cr on apreferential basis, subject to approval of shareholders of theCompany at an extra-ordinary general meeting convened onJune 11, 2026.
In accordance with the provisions of the Chapter V of theSecurities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2018, 25% ofthe exercise price of warrants shall be payable at the timeof subscription of warrants and the balance 75% shall bepayable by the warrant holder at the time of exercise of theright attached to warrant to subscribe to equity shares.Further, each warrant would be convertible into 1 (One)equity share of face value of ' 10/- and the rights attachedto warrants can be exercised in one or more tranches atany time, within a period of 18 months from the date ofallotment of warrants. In case the warrant holder fails toexercise the warrant within a period of 18 months from thedate of allotment of warrant, the warrant shall lapse and the25% of the exercise price of warrants paid at the time ofissuance of warrant will be forfeited by the Company.
In February 2026, the Company was granted additionalauthorizations under its Unified License by theDepartment of Telecommunications (DoT), for ISPCategory ‘A' (All India), along with the NLD and ILDservices, thereby further strengthening its enterpriseand data service capabilities. With this, the validityof the Company's NLD license, which was expiringin November 2026 is extended till October 2033,and the expiry of ILD and ISP-A is also extended tillOctober 2033.
In March 2026, the Company acquired a UnifiedLicense for ISP VNO (All India) from the Departmentof Telecommunications (DoT), with a validity periodof 10 years. This allows the Company to provideinternet services without owning a core networkinfrastructure by utilizing the broadband/internetinfrastructure of other Telecom Service Providers. Withthis, the Company can provide services such as RetailBroadband, Enterprise Internet Connectivity, etc.
In June 2025, the Company announced partnershipwith AST SpaceMobile to collaborate onDevice-to-Device satellite broadband connectivity inIndia. This partnership will bring together the Company'srobust national network with AST SpaceMobile'srevolutionary space-based cellular technology, whichconnects directly to everyday smartphones withoutthe need of any specialized software or device supportor updates.
During FY 2025-26, the Company actively contributedto emerging discussions on AI governance, responsibleinnovation, and trusted digital ecosystems through itsparticipation in industry forums, policy consultations,and technology conferences, most notably the AIImpact Summit 2026. The Company advocated for abalanced and collaborative AI governance frameworkthat promotes innovation while ensuring transparency,accountability, data security, and consumer trust.The Company emphasized the importance of ethical AIdeployment in telecom networks and digital services,particularly in areas such as network automation,cybersecurity, fraud prevention, and customerexperience enhancement.
Some key awards and recognitions received by your Companyduring the period are:
CIO Conclave & Awards 2025: Awarded twice in the
category of Best Innovative Technology Implementation ofthe Year for Vi Business Assist Platform.
E4M Digital Influencer Awards: Secured in the categoryof Best Multi Influencer Campaign (B2B) for Vi BusinessInfluencer Campaign.
ET Brand Equity Trendies Awards: Recognized in the
category of Leaders in Influencer Marketing (B2B) for ViBusiness Influencer Marketing Initiatives.
Asian Experience Awards: Honored twice in the categoryof Customer Experience of the Year for Vi Business AssistPlatform.
E4M Indian Content Marketing Awards: Clinched in
the category of B2B Content Marketing for ReadyForNext -India's Largest Digital Advisory for MSMEs.
Aegis Graham Bell Awards: Earned in the category of loTInnovation for Vi Business loT Innovation Lab.
Asian Telecom Awards: Bagged in the category ofInnovative Connectivity Solution of the Year - India for CCaaSSolution.
Brand Disruption Awards by Brand Equity: Best Useof Video Marketing for Dabbawala #Human Network TestingNetwork (Jury Award).
IDMA 2025 by E4M events: Leveraging Social Media toboost brand ROI and engagement for Vi Data Guarantee -Ek Saal Ki Guarantee (Silver Award).
DG+ Awards 2025 by Brand Equity: OutstandingCampaigns for Maha Kumbh for Vi Number Rakshak.
Cannes: Cultural Engagement for Vi Number Rakshak.
Best Influencer Collaboration for Vi SuperHero (Gold Award);
Best Branded Podcast for Vi x Yuvaa - Brand Partnership(Bronze Award).
London International Awards (LIA): Vi Number Rakshak(Bronze).
Indian Marketing Awards by E4M events: Local,Regional and Marketing Specific for Vi Number Rakshak(Silver).
Gartner Marketing & Communications Awards2025: Global recognition as the Top 6 finalist in the DigitalCommerce Excellence category for delivering exceptionalcustomer experiences through Vi Shop.
Award for Transformative Use of MarTech Tools for IntegratedCampaign.
7th Edition Excellence Awards: Recognised for its BestCustomer Engagement Strategy.
Avtar & Seramount: Recognized as one of the 2025Best Companies for Women in India (BCWI) for the 4thconsecutive year.
being ranked among the Top 50 India’s Best Workplaces™Building a Culture of Innovation by All 2025.
As on March 31, 2026, your Company has nine SubsidiaryCompanies and two Associate Companies, the details ofwhich are given below:
VITIL is engaged in renting out passive infrastructureto telecommunication service providers for hostingtheir active equipment on existing fibre portfolio of~1,82,000 kms. During the Financial Year under review,the total income stood at ' 1,053 Cr as compared to' 995 Cr in the previous Financial Year.
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 Financial Year under review,the total income stood at ' 180 Cr as compared to' 295 Cr in the previous Financial Year.
YBIL is engaged in providing high speed broadbandinternet access through cable network, high bandwidthinternet broadband services to retail, enterprise segment,infrastructure support to licensed telecommunicationservice providers. During the Financial Year underreview, the total income stood at ' 86 Cr as compared to' 99 Cr in the previous Financial Year.
VIMSL is engaged in the business of providingmanpower services to the Company. During theFinancial Year under review, the total income stood at' 85 Cr as compared to ' 79 Cr in the previous FinancialYear.
VICSL is engaged in the business of selling oftelecommunication hardware. During the Financial
Year under review, the total income stood at ' 20 Cras compared to ' 34 Cr in the previous Financial Year.
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, backend IT support for the Company andits subsidiaries. During the Financial Year under review,the total income stood at ' 106 Cr as compared to' 100 Cr in the previous Financial Year.
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 Financial Year under review,the total income stood at ' 27 Cr as compared to' 32 Cr in the previous Financial Year.
VF is a Section 8 Company as per the Act. VF is animplementing agency and carries out Corporate SocialResponsibility (‘CSR') activities for the Company,its Subsidiaries, Associate and Promoter GroupCompanies in line with the Schedule VII of the Act.VF primarily focuses on CSR activities that includespromoting and development of (a) education, (b)financial literacy, (c) empowerment of women,(d) healthcare, (e) environment, (f) eradication ofpoverty, (g) improving socio-economic condition offarmers.
9. Vodafone Idea Next-Gen Solutions Limited(VINGSL) [Formerly Vodafone M-Pesa Limited(VMPL)]
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 had
ceased all operations and surrendered its PPI Licenseissued by the Reserve Bank of India (RBI) under thePayment and Settlement System Act, 2007 witheffect from September 30, 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 July 31, 2019.
Post completion of the 3-year period ended September30, 2022, the Company had written to the RBI for nextsteps relating to compliances. In response to this, theRBI has advised to continue maintaining theunextinguished 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 andalso for commencing new business. Thereafter, VMPLchanged its name to Vodafone Idea Next-Gen SolutionsLimited (VINGSL). During the previous Financial Year,the Company has commenced the business of providingvalue added service (VAS), contents and relatedproducts and services that facilitate and develop accessto IT enabled VAS products and services. During theFinancial Year under review, the total income stood at' 238 Cr as compared to ? 56 Cr in the previousFinancial Year.
During the Financial Year, your Company has acquired26% stake in Sangli Wind Energy Private Limited(SWEPL), a Special Purpose Vehicle formed forthe purpose of owning and operating a CaptivePower Plant.
During the Financial Year, your Company has acquired26% stake in Aditya Birla Renewables SPV 3 Limited,a Special Purpose Vehicle formed for the purpose ofowning and operating the Captive Power Plant.
In accordance with the provisions contained in Section
136(1) of the Act, the Annual Report of the Company,containing therein its standalone and the consolidatedfinancial statements are available on the Company's websitehttps://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-reportsand shallbe available for inspection during business hours at theRegistered Office of the Company. Any member who isinterested in obtaining a copy of the financial statementsmay write to the Company Secretary at the Registered Officeof the Company.
In terms of provisions contained in Section 129(3) of theAct, read with Rule 5 of the Companies (Accounts) Rules,2014, a statement containing salient features of thefinancial statements of Subsidiaries and Associates as perapplicable accounting standards in Form AOC-1 is providedas ‘Annexure A' to this report. The said statement alsoprovides details of performance and financial position ofeach subsidiary and associate and their contribution tooverall performance of the Company.
In terms of the provisions of applicable laws andpursuant to the approval of the Board and the membersof our Company, the Nomination and RemunerationCommittee had implemented the Employee Stock OptionScheme, 2013 (ESOS-2013). No Stock Options areoutstanding to be exercised under ESOS-2013.
Further, ‘Vodafone Idea Employee Stock Option andPerformance Stock Unit Scheme 2024' which wasbeen approved by the members by Postal Ballot onOctober 10, 2024 is in the process of being implemented.Further, details of plans also form part of Notes to FinancialStatements.
In terms of the provisions of the SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021(“SEBI SBEB Regulations"), the details of the Stock Optionsand Restricted Stock Units granted under the abovementioned Scheme are available on your Company's websitehttps://www.myvi. in/investors/annual-reports.
A certificate from M/s. Umesh Ved & Associates, CompanySecretaries, Secretarial Auditors, certifying that theaforementioned Schemes are in accordance with the SEBISBEB Regulations will be made available at the ensuingAnnual General Meeting for inspection by Members.
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 the framework of internal financial controls andcompliance systems established and maintained by theCompany, the work performed by the internal auditorsand the reviews performed by management and the AuditCommittee, the Board is of the opinion that the Company'sinternal financial controls were adequate and effective duringthe Financial Year 2025-26. Accordingly, the Directors'Responsibility Statement contains a confirmation asregards adequacy of the internal financial controls. Theeffectiveness of internal financial controls is also assessedthrough management reviews, self-assessment, continuousmonitoring by functional heads as well as testing of theinternal financial control systems during the course ofinternal and statutory audits.
In accordance with the provisions of Section 129(3) ofthe Act and Regulation 34 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015 (‘ListingRegulations'), the Consolidated Financial Statements formspart of this Annual Report and shall also be laid beforethe shareholders in the ensuing Annual General Meetingof the Company. The Consolidated Financial Statementshave been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under section 133 of the Act readwith Companies (Accounts) Rules, 2014.
In compliance with the requirements of Listing Regulationsand the provisions of the Act, your Company hasconstituted a sub-committee of Directors known asRisk Management Committee, details whereof are set out inthe Corporate Governance Report forming part of the AnnualReport to oversee Enterprise Risk Management Framework.The role of the Risk Management Committee is inter-aliato approve the strategic risk management framework ofthe Company, and review the risk mitigation strategies andresults of risk identification, 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.
Our people strategy is the engine driving our transformationtoward FY 2030. By activating our ABCDE strategiclevers—Attract and Accelerate, Basics that matter, Culturethat connects, Developing Capability, and Efficiency—weare evolving the Vi Employer Brand into one synonymouswith cutting-edge talent, careers, capability, andculture.
Attracting and Accelerating Talent - To ensurelong-term impact, we strengthened our leadership pipeline byinitiating development programs across levels. Additionally,we refreshed our entry-level talent by doubling ManagementTrainee hiring and piloting a new graduate program.Strengthening the Foundations (Basics thatMatter) - We enhanced the employee experienceby internalizing a new HRMS. We also modernized ourpolicies by bringing many progressive and employee friendlyfeatures.
meritocratic workplace, we launched a comprehensive
reward and recognition program called Vi Awards where weinvited outside leaders for external perspective.
Developing Capability - In FY 2026, average learninghours grew 45%, driven by a 90% adoption rate in future-fit skills like Cloud and AI. Simultaneously, our focus oninternal mobility saw the internal fill rate jump, while voluntaryattrition dropped to a record low of 9.6% and diversity roseto 19.6% by March 31, 2026.
Efficiency - By hiring high-potential talent with diverseexpertise, we are building a leaner and more agileorganization. This focus on long-term potential ensures ourstructures remains flexible and operationally efficient.
In the coming year, we will sharpen our focus on buildingdeep domain expertise through Role-Based FunctionalAcademies. We will also scale our leadership pipeline byexecuting comprehensive Talent Development Journeys,empowering our high-potential cohorts.
Health, Safety and Wellbeing (HSW)
At Vodafone Idea Limited, Health, Safety and Wellbeing(HSW) remain integral to our core values and a 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".
FY’26 Performance Highlights:
We are proud to report outstanding HSW performanceduring FY'26:
• Zero Fatalities: Zero work-related fatalities throughoutthe year, demonstrating our unwavering commitmentto safety
• Record Low Injury Rates: Major injuries at all-timelow, reflecting the effectiveness of our preventivemeasures and safety protocols
• Rigorous Governance: Continued focus on AbsoluteSafety Rules and HSW standards, supported by a robustgovernance framework
Building a Safety-First Culture:
Safety is the bedrock of our culture. By fostering a“zero-tolerance" attitude toward deviations and eliminating
complacency, we have seen marked improvements in bothleading and lagging indicators. The ongoing commitmentfrom leadership, combined with active participationfrom all employees and partners, continues to establishindustry-leading safety standards across our operations.
The Company continues to place Diversity and Inclusion (D&I)at the heart of its people strategy, recognizing it as a keyenabler of innovation and long-term organisational resilience.In FY26, VIL achieved 19.6% female representation acrossbusiness functions. Inclusive leadership and gendersensitization sessions were conducted throughout the year,fostering greater awareness and accountability.
Employee well-being remained a priority, with‘Vi Assist' continuing to provide support across childcare,eldercare, and emotional well-being. POSH (Prevention ofSexual Harassment) awareness was reinforced throughreal-life-inspired micro-learning initiatives, alongside thedevelopment of a e-learning module is slated for launch inthe coming year. Flexibility measures for maternity returneeswere sustained, with leave provisions aligned to biological lifecycle needs remaining available. The scope of paternity leavewas also extended, reflecting the Company's commitmentto supporting employees across various life stages.
Infrastructure support—including audited washroomfacilities for women in field roles and dedicated parkingfor expectant mothers and differently abled employees—continued to be strengthened. The year also saw the launchof preventive cancer screening for women employees.
For the fourth consecutive year, VIL was recognizedamong the “Top 100 Best Companies for Women inIndia" by Avtar and Seramount, ranking 15th this year.
This recognition reflects VIL's unwavering commitmentto fostering an equitable, inclusive, and future-readyworkplace.
Your Company is committed to maintain the higheststandards of Corporate Governance. Your Companycontinues to be compliant with the requirements ofCorporate Governance as enshrined in Listing Regulations.A Report on Corporate Governance as stipulated under
the Listing Regulations forms part of the Annual Report.A certificate from the Statutory Auditors of the Company,confirming compliance with the conditions of CorporateGovernance, as stipulated in the Listing Regulations formspart 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 updated the format of BRSR to incorporate BRSRCore, a subset of BRSR, indicating specific Key PerformanceIndicators (KPIs) under nine ESG attributes, and further cameup with Industry Standards on Reporting of BRSR Core. Byamending the Listing Regulations, SEBI has granted relieffrom the mandatory assurance requirement on the BRSRCore, allowing companies to choose assessment as analternative. However, following good corporate governancepractices, the Company has appointed Emergent VenturesIndia Pvt. Ltd. as the assurance provider for BRSR Core. Theassurance statement on BRSR Core issued by EmergentVentures India Pvt. Ltd., forms part of this Annual Report.
In terms of the provisions of Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy)Rules, 2014, the Board of Directors of your Company hasconstituted a Committee to oversee Corporate SocialResponsibility (‘CSR') activities of the Company. During theFinancial Year 2025-26, the Corporate Social ResponsibilityCommittee was renamed as Corporate Social Responsibilityand Sustainability Committee (‘CSRS Committee') in orderto provide strategic direction to sustainability initiatives ofthe Company in addition to CSR Activities of the Company.Accordingly, its scope was expanded to include additionalterms relating to ESG matters. The composition of the CSRSCommittee is provided in the Corporate Governance Reportwhich forms part of this report.
The Company has a policy on Corporate Social Responsibility(‘CSR') recommended by the CSRS Committee andapproved by the Board and the same can be accessed on
the Company's website athttps://www.myvi.in/investors/corporate-governance.
In view of the losses incurred by the Company during thelast three financial years, the Company has no obligation forCSR spend during the Financial Year 2025-26.
Further, for ensuring compliance of provisions ofSection 135 of the Act and the applicable Rules framedthereunder, the brief outline of the CSR Policy for theCompany 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.
As a responsible social corporate and with a strong believerin doing social goods for community, Vodafone Foundation,a wholly owned subsidiary company, is an implementingagency and carried out Corporate Social Responsibility(‘CSR') activities for the Company's Subsidiaries andPromoter Group Companies in line with the Schedule VII ofthe Act. The projects implemented during the reporting yearon thematic areas covering education, livelihood generation,financial literacy and agriculture, emphasized on digitalinnovation with on-ground activation to create scalable andsustainable models. During the year, the following projectswere undertaken:
The project focuses on promotion of digital andactivity-based learnings. During the reporting yearGurushala (https://gurushala.co/) continues to serveas a holistic knowledge platform, empowering teachersand students with innovative teaching methodologiesand new ways of learning by aligning with the NationalEducation Policy (NEP). With over 10.6 lakh users anda growing repository of 1.14 lakh content pieces, theplatform has become a valuable resource for teachersand students nationwide. Nearly 50,000 new learnerswere provided with a robust platform for self-paced,high-quality education. 20,000 teachers were trainedin 21st century pedagogies. Student engagementremains equally rigorous, with a target of 20,000aptitude assessments and 400 virtual academy classesto bridge learning gaps.
2. e-Vidya for Brighter Futures: The projectaims to improve the learning outcomes of school
children by promoting digital, joyful learning for theiroverall development. The project includes a mix ofactivities, i.e., promotion of e-learning, renovationof basic infrastructure such as better classrooms,smart classes, libraries, science laboratories, sportsinterventions, innovation fairs, career guidance andawareness on green environment practices. Duringthe year, the project has benefitted over 1,08,000beneficiaries, including 76,000 students and teacherscovering from 240 schools. Similarly, the CommunityEngagement Programme benefitted around 32,000community members by providing digital literacy,vocational skills, and awareness-building sessions.
3. VOIS for Tech - University EngagementProgramme: Another important project undereducation domain which completes education initiativecycle i.e., from primary classes to university is the VOISfor Tech University Engagement Programme. Thisinitiative aims to bridge the gap between academiaand industry by preparing the students with market andindustry-ready skill sets. During the reporting period,19,000 students were registered on the LearningManagement System (LMS). Additionally, 2,500students completed the AICTE-certified internshipprogram. An innovation marathon was organisedthat received entries from 600+ teams aiming to usetechnology to provide innovative solutions to real-worldchallenges. Of these, 50 teams presented their ideasat the showcase event to the panel of esteemed jurymembers, and the top 30 teams were selected.
4. Robotics Labs: During the reporting year 10new robotic labs were set up in government/government-aided schools taking the total number ofrobotic labs to 20 across Delhi, Maharashtra, Rajasthan,Madhya Pradesh, Chhattisgarh, Gujarat and Hyderabad.Almost 10,000 students - almost half of them girlchild - have been engaged and exposed to variousrobotics kits such as Lego, Vex, Avishkar, Arduino, andemerging technologies like 3D printing, VR and ArtificialIntelligence through these labs.
5. Jaadu Ginni Ka: Using the power of mobiletechnology - Jaadu Ginni Ka- financial literacy program,aims to create awareness amongst youth, urban poor,
farmers, artisans, rural women, micro-entrepreneurs,students (15 years and above) on the basic tenetsof financial planning/management and on severalgovernment schemes. During the year more than 22lakh people - almost half of them women - were trainedin financial literacy using our both delivery modes SaathSaath (partnerships) and Gali Gali Gaon Gaon (doorstepvan-based approach). We also continued our drivetowards financial inclusion of our beneficiaries, andfocussed on engagement with schools.
6. Empowering Communities - RUDI SandeshaVyavhar (RSV): The project aims to create ruralmicro-entrepreneurs by leveraging technology andsupport for rural women (RUDIBens) to set up a localsupply chain system. The programme enables womento set up agricultural processing centres and furthertrains them on business processes such as sales,financial management, inventory management, etcby leveraging technology. During the reporting year,the project continued to support 11,000 RUDIBensfrom Uttar Pradesh, Madhya Pradesh and Rajasthan.Another key focus was to make the project self¬sustainable, RUDIBens are managing the operation ofthe processing centres independently.
7. Connecting for Good: The Connecting for Goodproject aims to foster an ecosystem that promotesuse of technology in addressing social challenges.It empowers NGOs to drive innovation, disseminateknowledge and upscale their interventions for greaterimpact specially developed solutions which are - GirlRising - a mobile game that helps in breaking genderstereotypes; MyAmbar - a safety and well-beingtoolkit for women in distress; MyAmbar SurakshaChakra - safety toolkit for informal workers;DonateBook - a platform to facilitate book donation.
The project is one of its kind in agriculture whichleverages loT-based solution to transform current farmpractices into data-backed measures. Using a variety oftechnology solutions such as various sensors, camerasand other condition monitoring tech, data is collectedand analyzed along with the help of agriculturalexperts with localized regional language advisories.
During the year, the project continued to support8.9 lakh farmers across 12 states with digital farmadvisories and capacity building for adoption of goodagricultural practices. With the support of Ericsson,the focus for the year was on the promotion ofclimate-resilient agricultural practices and onengagement and collaboration with key stakeholdersto manage the operations of the project.
9. Vi Scholarships: Through a scholarship portal -www.learningwithvodafoneidea.in, the program helpedthousands of students get access to third-partyscholarships by providing them technology-basedscholarship discovery and assistance. During thereporting year, one-time scholarship was providedto teachers, students (including girl child) andtransgenders with the support of donors.
10. Skill for Life: The project aims to train and buildcandidates' capacity through a customised curriculumand industry-relevant and soft skills. Under the project,youths are trained on skills that allow them to apply toroles such as data analyst, digital marketing, and Tallyaccounts executive, general duty assistant and retailsales associates, etc. During the year, around 1,360youths were trained across Ahmedabad, Bengaluruand Pune. Specialized long-term courses for the 50transgender candidates were also conducted.
11. Planet & Wellbeing: The project focuses on anIntegrated Knowledge and Engagement Platformhttps://voisplanet.com/ for Green Planet, aimedat aggregating and co-creating knowledge andinformation on environmentally responsive behaviours.During the year, the project's focus remained onplantation, with the objective of increasing green cover— over 30,000 saplings were planted across Pune,Bangalore, and Ahmedabad — and on creating deeperenvironmental awareness among students, youth, andcommunities.
The Audited Financial Statements for the year under revieware in conformity with the requirements of the Act and theapplicable Accounting Standards. The financial statementsreflect fairly the form and substance of transactions carriedout during the year under review and reasonably present your
Company's financial condition and results of operations.Your Directors, to the best of their knowledge and belief,confirm that:
1. in the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanations relating to material departures, ifany;
2. 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 profit and loss of the Company forthat period;
3. 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 and forpreventing and detecting fraud and other irregularities;
4. the annual accounts were prepared on a going concernbasis;
5. your Company had laid down internal financial controlsand that such internal financial controls were adequateand operating effectively; and
6. 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 the resolutionpassed at the Annual General Meeting held on August25, 2025, Mr. Anjani Agrawal, Independent Director wasappointed for a second term of five consecutive years andaccordingly, his term shall cease on August 26, 2030.
In accordance with the provisions of the Act, Mr. Sunil Soodand Mr. Sushil Agarwal shall retire by rotation, and beingeligible, have offered themselves for re-appointment at theensuing Annual General Meeting of the Company.
All Independent Directors have submitted their declarationof independence, pursuant to the provisions ofSection 149(7) of the Act and Regulation 25(8) of theListing Regulations, stating that they meet the criteria ofindependence as provided in Section 149(6) of the Act
and 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.
Mr. Ravinder Takkar stepped down as the Non-ExecutiveChairman of the Board w.e.f. May 5, 2026 and was appointedas Non-Executive Vice Chairman on the Board of theCompany from the same day. Mr. Kumar Mangalam Birla,Non-Executive Director of the Company, was appointed asthe Non-Executive Chairman of the Company w.e.f. May 5,2026.
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.
Mr. Abhijit Kishore, Chief Operating Officer of the Companywas elevated to the position of Chief Executive Officer witheffect from August 19, 2025, consequent to completionof the tenure of Mr. Akshaya Moondra as the ChiefExecutive Officer. Further, Mr. Tejas Mehta was appointed asChief Financial Officer of the Company with effect fromOctober 6, 2025, consequent to completion of the tenureof Mr. Murthy GVAS as the Chief Financial Officer.
Pursuant to the provisions of the Act and Listing Regulations,a formal evaluation mechanism is in place for evaluatingthe performance of the Board, the Committees thereof,individual Directors, Chairman of the Board and IndependentDirectors. The evaluation of Directors was done based on thecriteria which includes, amongst others, providing strategicperspective, attendance and preparedness for the meetings,contribution at meetings, effective decision-making abilityand independent judgement 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 evaluation
process and the performance of the Board as a whole. It wasalso 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 Company has adopted a comprehensive familiarisationframework for its Independent Directors, comprising astructured induction program at the time of joining as wellas ongoing familiarisation initiatives throughout their tenure.The program enables directors to gain an understanding ofthe Company's business, operations, products and services,governance framework, strategic priorities and the industryin which it operates. In addition to the induction program,the Company periodically presents updates at the Boardand Committee meetings to familiarise the directorswith Company's strategy, business performance, digitalecosystem, product offerings, finance, risk managementframework, human resources and other key matters.
The details of programme for familiarization of IndependentDirectors of your Company is available on your Company'swebsitehttps://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 andSenior Management of the Company, Performance GoalSetting, Benefit & Perquisites, Compliance and other suchelements.
The Policy was formulated by the Nomination andRemuneration Committee in terms of Section 178(3) of theAct. A copy of the said policy is available on the website ofthe Companyhttps://www.myvi. in/investors/corporate-governance.
The Board has in compliance with Regulation 43A ofListing Regulations, has adopted a Dividend DistributionPolicy which is available on the website of the Companyhttps://www.mvvi.in/investors/corporate-governance.This Policy will provide clarity to the stakeholders on thedividend distribution framework of the Company. The Policysets out various internal and external factors which shall beconsidered by the Board in determining the dividend payout.
During the year, ten meetings of the Board of Directors wereheld. The details of the meetings and the attendance of theDirectors are provided in the Corporate Governance Report.Further, the maximum interval between two meetings of theBoard of the Directors has not exceeded 120 days.
Your Company has in place the Committee(s) as mandatedunder the provisions of the Act and Listing Regulations.There are currently seven committees of the Board, namely:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders' Relationship Committee
4. Risk Management Committee
5. Corporate Social Responsibility and Sustainability
Committee
6. Capital Raising Committee
7. Finance Committee
Details of the Committees along with their charter,composition and meetings held during the year, are providedin the Corporate Governance Report, which forms part ofthis report.
Additionally, in accordance with circular datedJanuary 7, 2026 issued by National Financial ReportingAuthority (NFRA), a Committee of the Board being ‘ThoseCharged With Governance' (TCWG) has been formed foran overall communication framework between TCWG andAuditors.
The Company has formulated a comprehensive Boardapproved Policy on Related Party Transactions (‘RPT Policy')that sets out the governing framework for determiningmateriality thresholds and regulating process for all relatedparty arrangements, pursuant to the applicable provisionsof the Act and the Listing Regulations. All identified RelatedParty Transactions (RPTs), including any subsequent materialmodifications, are reviewed and approved by the AuditCommittee in strict compliance with the statutory mandates.
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.
There were no material related party transactions duringthe year. Accordingly, Form AOC-2 is not applicable to theCompany for the year under review.
None of the transactions with related parties were inconflict with the Company's interest. There are no materiallysignificant Related Party Transactions made by the Companywith Promoters, Directors or Key Managerial Personnel, etcwhich may have potential conflict with the interest of theCompany at large. None of the arrangements/transactionswith related parties could be considered material inaccordance with the Company's Policy on Related PartyTransactions read with the Listing Regulations. All RelatedParty Transactions are placed before the Audit Committeefor their approval. Omnibus approvals are taken for thetransactions which are repetitive in nature.
In compliance with Listing Regulations, and IndustryStandards on “Minimum information to be provided to theAudit Committee and Shareholders for approval of RelatedParty Transactions", the necessary statements/disclosures/certificates with respect to the Related Party Transactions,are tabled before the Audit Committee and/or the Boardof Directors on quarterly basis and as and when warranted.The Company has implemented a Related Party TransactionManual and Standard Operating Procedures for the purposeof identification and monitoring of such transactions. Thedetails of the transactions with Related Parties are providedin the accompanying financial statements as required underIndAS-24.
The Company has implemented a Related Party TransactionManual and Standard Operating Procedures for the purposeof identification and monitoring of such transactions. Inline with the requirement of the Act and Regulation 23of the Listing Regulations, the Company has adopted aPolicy on Related Party Transactions which is availableat Company's websitehttps://www.myvi.in/investors/corporate-goverance. The same is reviewed by the Boardevery three years pursuant to the Listing Regulations. Duringthe Financial Year 2025-26, it was modified to incorporateamendments in the Listing Regulations and to approve anincreased threshold for material modification in line with thespirit of the amendments.
As your Company is engaged in the business of providinginfrastructural facilities as specified in Schedule VI of theAct, the provisions of Section 186 of the Act relating toloans made, guarantees given or securities provided are notapplicable to the Company. The details of such loans madeand guarantees given are provided in the standalone financialstatements. Also, particulars of investments made by theCompany are provided in the notes to standalone financialstatements.
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 websitehttps://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)of the Act, read with Rule 8 of the Companies (Accounts)Rules, 2014, are given to the extent applicable in‘Annexure C' forming part of this report.
Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act, read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is annexed herewith as‘Annexure D' to this report.
Accordingly, the names and other particulars of employeesdrawing remuneration in excess of the limits set out in theaforesaid Rules, forms part of this Report. However, in linewith the provisions of Section 136(1) of the Act, the Reportand Accounts as set out therein, are being sent to all Membersof your Company excluding the aforesaid information aboutthe employees. Any Member, who is interested in obtainingthese particulars about employees, may write to theCompany Secretary at the 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 second term 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'Report on the Financial Statements at March 31, 2026.The report does not contain any qualification, disclaimeror adverse remarks.
The Board has duly reviewed the Statutory Auditors' Reporton the Financial Statements including the para i(a)(A) ofAnnexure 1 to the Independent Auditors' Report regardingcertain assets where Company is in the process of updatingsituation and quantitative information in the recordsmaintained by the Company. It may be noted that the
Company had undertaken a large-scale network integrationactivity in earlier years and post completion of this activity,the Company has completed updating its records as regardssituation and quantitative details of location for majority ofassets and for the balance, the Company is in the processof 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 Act.
In terms of the provisions of Section 148 of the Act, readwith the Companies (Cost Records and Audit) AmendmentRules, 2014, the Board of Directors of your Company onthe recommendation of the Audit Committee appointedM/s. Sanjay Gupta & Associates, Cost Accountants, as theCost Auditors, to conduct the Cost Audit of your Companyfor the Financial Year ended March 31, 2026. The CostAuditors will submit their report for Financial Year 2025-26within the timeframe prescribed under the Act, and rulesmade thereunder. The Cost Audit report for the FinancialYear 2024-25 did not contain any qualification, reservation,disclaimer or adverse remark.
The Board, on the recommendation of Audit Committee,has re-appointed M/s. Sanjay Gupta & Associates,Cost Accountants, as Cost Auditors of the Company forFinancial Year 2026-27 at a remuneration of ' 0.12 Cr plusapplicable taxes and reimbursement of travel and out ofpocket expenses. The Company has received consent fromM/s. Sanjay Gupta & Associates, Cost Accountants, to actas the Cost Auditor of your Company for the Financial Year2026-27, along with the certificate confirming their eligibility.
In accordance with the provisions of Section 148 of the Act,read with the Companies (Audit and Auditors) Rules, 2014,since the remuneration payable to the Cost Auditors has tobe ratified by the shareholders, the Board recommends the
same for approval by shareholders at the ensuing AnnualGeneral 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, asthe Secretarial Auditor for conducting the Secretarial Auditof your Company for the Financial Year ended March 31,2026. The report of the Secretarial Auditor is annexed tothis report as 'Annexure E'. The contents of the SecretarialAudit Report are self-explanatory and do not contain anyqualification, reservation, disclaimer or adverse remark.
In terms of Regulation 24A of Listing Regulations, everylisted company has been mandated to appoint SecretarialAuditor for a fixed term of five years, with the approval of themembers in the Annual General Meeting. Accordingly, theBoard of Directors at their meeting held on May 30, 2025and the shareholders at the 30th Annual General Meetingheld on August 25, 2025 have approved the appointment ofM/s. Umesh Ved & Associates, Company Secretaries asSecretarial Auditors of the Company for a term of fiveconsecutive years commencing from the Financial Year2025-26 till the Financial Year 2029-30.
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 Reportissued by a Company Secretary in practice. Pursuant to theamendment made in the Policy for Determining MaterialSubsidiary, none of the subsidiaries are considered materialduring the year under review. Therefore, the requirement toannex their Secretarial Audit Report is not applicable.
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 Institute of CompanySecretaries of India.
During the year under review, the Statutory Auditors, CostAuditors and the Secretarial Auditor have not reported to the
Audit 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 the Companies (Management andAdministration) Amendment Rules, 2020, Annual Return inForm MGT-7 for the Financial Year 2025-26 is uploaded onthe website of the Company and can be accessed athttps://www.myvi.in/investors/annual-reports.
India's mobile telecommunications sector has undergonea structural transformation over the past decade, evolvinginto one of the most consequential pillars of the country'seconomic growth. The sector's contribution to GDPgrowth has been material and sustained, underpinned bya compelling combination of macro-economic resilience,the rapid proliferation of smartphones, and deepeningdigital adoption across all segments of the population.The government's continued focus on Digital India is alsoproviding a stable and enabling policy backdrop within whicheach operator can meaningfully participate in the sector'sgrowth.
Today, India is among the world's largest andfastest-growing digital economies, a status that standson the shoulders of the reach and resilience of its wirelessnetwork. The country's broadband subscriber base hascrossed 1 billion as of March 2026, with mobile connectivityserving as the primary conduit. This wireless-first digitalinfrastructure has enabled an expanding array of servicesspanning e-commerce, digital entertainment, digitalhealth, fintech inclusion and disaster response, with mobileplatforms increasingly becoming the delivery mechanismfor essential, life-critical services. The opportunity aheadremains substantial as penetration continues to deepeninto the oldest and youngest demographic cohorts, andas digital adoption extends into India's smaller towns andrural geographies, the long-term growth potential of thesector is far from exhausted.
A significant overhang on your Company that had weighedon its financial position since 2019 was conclusively
resolved during the year. Following a re-assessmentdirected by the Hon'ble Supreme Court, the Department ofTelecommunications finalised your Company's AGR dues at' 64,046 Cr, a substantial reduction from the provisionalfigure of ' 87,695 Cr with the revised liability to be settledunder a long-dated repayment schedule extending toFY41, entailing a cumulative payment of ' 1,144 Cr in thefirst 10 years. Your Company also recognised a one-timeaccounting gain arising from this AGR re-assessment andthe recognition of the present value of future payments.Alongside the AGR resolution, the Vodafone Group concludedthe settlement of the CLAM receivable of ' 6,394 Cr, andone of the subsidiary Company successfully raised ' 3,300Cr through NCDs, the latter completed prior to AGR clarity,reflecting lender confidence in your Company's turnaroundtrajectory.
The Aditya Birla Group has further committed an equityinfusion of USD 500 Mn (approximately ' 4,730 Cr) throughthe issuance of fully convertible warrants, reaffirming strongpromoter support. Taken together, your Company believesthese developments have fundamentally strengthened itsfinancial position and removed a key uncertainty that hadpreviously constrained investment decisions.
Your Company believes that with the resolution of the AGRmatter, continued promoter commitment, an improvingcredit profile, and its demonstrated ability to raise funds, itis well positioned to pursue further debt-related discussionsto support its ongoing investment programme.
India continues to have one of the lowest tariffs globally,while the proliferation of unlimited data bundles has led toIndia being among the highest data usage (per subscriber)markets in the world. ARPU recovery, while improving, stillhas a long way to go, underscoring the continued needfor periodic tariff rationalisation. With relatively lowerpenetration of 4G/5G subscriber base, your Company iswell positioned to gain from ARPU improvement as thesesubscribers move towards 4G/5G.
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 various
regulatory 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 new emerging network solutions to adapt to anyfuture technological changes. Your Company's 5G services,which are live in over 80 cities across its 17 circles with 5Gspectrum as of May 2026, continue to expand in a phasedand commercially disciplined manner aligned to handsetadoption and customer demand.
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 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. With the resolution of the AGRmatter, your Company enters its next phase of growthwith significantly greater financial clarity and stability. YourCompany has committed to sustained customer addition,double-digit revenue growth, and a tripling of Cash EBITDAover the next three years. Your Company is backingthese targets by investing ' 45,000 Cr towards networkinvestments by FY29. Your Company is guided by a simplebelief to achieve these goals - ‘Employees first, customeralways, experience is everything'.
In Business Services, your Company will increasingly focuson new and fast-growing segments such as IoT, Cloud
services and Smart Metering. To further drive the digitalagenda, your Company will continue to look for deeperintegration opportunities with its partners using its platformcapabilities to provide a differentiated experience and valuefor both partners and customers.
Your Company is well positioned to effectively competein the market with its sustained capex investmentscoupled with a stabilized subscriber base of 192.8 Mn(March 31, 2026) that has returned to net positive monthlyadditions since February 2026, improving 4G populationcoverage and 5G expansion, a competitive spectrum profile,extensive distribution reach and a well-established brand,along with differentiated 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.
VIL is steadily advancing its commitment to sustainabilityby integrating renewable energy sources, such as solar andwind across its owned facilities, guided by both regulatoryand commercial viability. We have made an investment via aSpecial Purpose Vehicle, Sangli Wind Energy Private Limitedin a Captive Power Plant (CPP) for receiving wind power inMaharashtra. We have initiated the transition to electricvehicles replacing diesel/CNG based material movementwith electric vehicles during network rollout. While currentlyat an early stage this marks the beginning of our plannedtransition towards cleaner intra-network mobility, variousfacilities are equipped with Green/ CRI certified products.To enhance green cover within our operational premises,vertical gardening has been initiated across our warehousesPan India. The Company has forged meaningful partnershipswith its vendors and partners to address the needs andchallenges related to sustainability. We are strengtheningresponsible supply chain practices, encouraging sustainableprocurement, and promoting ethical business conductacross our value chain. While inclusive workforce practicesat the warehouses have led to representation of womenand persons with disabilities, demonstrating ESG outcomesintegrated with operational excellence.
VIL places the highest priority on Health, Safety and Wellbeing(HSW) and is committed to ensuring that “no business isworth doing that puts people at risk." The Company hasimplemented a robust HSW management system coveringemployees, contractors and partners through a structuredapproach across People, Processes and Properties. Itscontinued focus on safety governance and absolute safetystandards has enabled strong performance, including zerowork-related fatalities in recent years and we have achievedzero man days lost, reflecting a strong culture of safety andprevention.
The Company also aligns its operations with globallyrecognized standards and continues to maintain keycertifications including ISO 27701, PCI DSS 4.0, and SOC 2Type II, reinforcing its commitment to information security,data privacy, compliance and global best practices.
DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013 &MATERNITY BENEFIT ACT, 1961
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. Duringthe Financial Year 2025 - 2026, 7 complaints pertaining tosexual harassment were received and as on March 31, 2026,5 have been resolved and 2 remained pending. Further, nocomplaints were pending for more than 90 days during theyear under review.
During the Financial Year 2025-26, the Company hascomplied with all the applicable provisions relating to theMaternity Benefit Act, 1961.
- There are no material changes and commitmentsaffecting the financial position of your Companybetween end of the Financial Year and the date ofreport, other than those disclosed in other sectionsof this report.
- There was no change in the nature of business of yourCompany.
- 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 proceedings pendingagainst the Company under the Insolvency andBankruptcy Code, 2016 and there is no instance ofone-time settlement with any Bank or FinancialInstitution.
- During the year under review, there were no instanceswhen the recommendations of the Audit Committeewere not accepted by the Board of Directors.
- There are no significant and material orders passed bythe Regulators or Courts or Tribunals impacting thegoing concern status and the Company's operations.
Statements in the Directors' Report and the ManagementDiscussion and Analysis describing your Company's objectives,projections, estimates, expectations, or predictions mayinclude certain ‘forward-looking statements' within themeaning of applicable Securities Laws and Regulations. Suchforward looking statements are made on the basis of certainassumptions which we believe are reasonable in all materialrespects. Actual results could differ materially from thoseexpressed or implied assumptions. Some of the importantfactors that could make a difference to your Company's
operations or financials include factors like availability andprices of telecom equipment, concentration of supply side,technological shift impacting consumer behavior, changesin government regulations or policies, tax regimes, etc. YourCompany is not obliged to publicly amend, modify, or revise anyforward-looking statements on the basis of any subsequentdevelopment, 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, our subscribers for the co-operation and supportextended to the Company. Your Directors also wish to placeon record their deep appreciation to the employees for theirhardwork, dedication and commitment.
Non-Executive Director Non-Executive Director
(DIN : 03132202) (DIN : 03387441)
Place : MumbaiDate : May 16, 2026
1
Debtors turnover ratio (number of days) = [(Average tradereceivables)/(Revenue from operations)*Number of days duringthe year]
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)] /[Financecosts (excluding fair value gains/losses on derivatives andinterest on lease liabilities) + Interest capitalised + Scheduledlong term principal repayments (excluding pre-payments)]
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