Home  »  Company  »  Vodafone Idea L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Vodafone Idea Ltd.

Mar 31, 2023

We have pleasure in presenting the Twenty Eighth Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2023.

Company Overview

Your Company, a partnership between two strong promoters Aditya Birla Group and Vodafone Group, is a major telecommunications operator in India, offering voice, data, enterprise services and other Value Added Services (“VAS”), including Short Messaging Services, Digital Services, IoT etc. As of March, 2023, the subscriber base of your Company stands at 236.8 Mn (on EOP basis) as per TRAI Subscription Report, with the subscriber market share at 20.7%.The Wireless Revenue Market Share (RMS) on Applicable Gross Revenue basis for your Company stands at 18.7% for quarter ended December 2022.

Your Company provides Voice and Data services on 2G, 3G or 4G technologies across all 22 service areas and has strong spectrum portfolio and network footprint to support the burgeoning demand for both, data and voice. The Company has also acquired 5G spectrum in mid band (3300 MHz) and mmWave (26 GHz) in July 2022 spectrum auction. Your Company has a large spectrum holding comprising 8,005.2 MHz spectrum across 22 Service Areas, of which 7,975.2 MHz is liberalised spectrum which can be used towards deployment of any technology.

Your Company''s mobile telecommunication services cover more than 1.2 Bn Indians. As of March 31, 2023, your Company has 443,537 broadband sites and all of the 4G sites are VoLTE enabled, offering a better customer experience. Your Company provides Voice over WiFi (VoWiFi) in several circles which will be gradually expanded to rest of the country. The 4G network is spread over 341,000 towns and villages and covers more than 1 billion Indians. Your Company has been deploying Dynamic Spectrum Re-farming (DSR), Massive MIMO and Small cells to maximize spectrum efficiency. Additionally, your Company has been actively deploying LTE on TDD band of 2300 MHz and 2500 MHz spectrum band to expand the capacity and on 900 MHz band to improve customer experience in dense areas.

Your Company also derives revenue from carrying India inbound ILD traffic through arrangements with other mobile telecommunication companies and long distance

carriers operating outside India. Your Company is also a leading player in offering Business (Enterprise) services to customer across sectors. Your Company has a portfolio of ~294,000 km of Optical Fibre Cable (OFC), including own built and Indefeasible Right of Use (IRU) OFC, excluding overlapping routes.

The brand VI continues to garner strong awareness and building brand affinity across all customer segments in the country. Your Company continues to make progress on the marketing front by communicating key differentiators to consumers, entering into alliances and introducing various innovative products and services. Vi is building a competitive advantage by increasing customer engagement and heralding a new Digital Ecosystem with the introduction of Music, Videos, Games, Jobs & Education services. Vi GIGAnet continues to offer superior network experience on both, data and voice, as reflected in top rankings on 4G download speeds in independent external reports and TRAI “MyCall” app data respectively.

Your Company''s vision is to ‘Create world class digital experiences to connect and inspire every Indian to build a better tomorrow''. To achieve this end, your Company is developing world-class infrastructure to introduce newer and smarter technologies, making both retail and enterprise customers future ready with innovative offerings, conveniently accessible through an eco-system of digital channels as well as extensive on-ground presence.

Financial Results and Summary

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

The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2023 are summarised as follows:

('' Mn)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Income from sale of goods and

418,841

382,024

421,426

384,984

services

Other Operating Income

330

183

346

171

Other Income

2,707

975

3,113

1,294

Total Income

421,878

383,182

424,885

386,449

Expenses

256,412

227,872

253,602

224,794

('' Mn)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

EBITDA

165,466

155,310

171,283

161,655

Depreciation and Amortisation

223,622

228,575

230,497

235,843

EBIT

(58,156)

(73,265)

(59,214)

(74,188)

Finance cost

233,439

209,734

233,543

209,808

EBT

(291,595)

(282,999) (292,757)

(283,996)

Exceptional Items (Net)

(1,483)

627

(224)

1,643

Share of JV/Associates

-

-

5

12

Profit / (Loss) Before Tax

(293,078)

(282,372) (292,976)

(282,341)

Taxes

-

-

35

113

Profit / (Loss) after Tax

(293,078)

(282,372) (293,011)

(282,454)

Standalone revenue of your Company stood at '' 419,171 Mn, an increase of 9.7% over previous year. The EBITDA stood at '' 165,466 Mn, registering an increase of 6.5% over the previous year. The Loss after tax of the Company for the Financial Year 2022-23 stood at '' 293,078 Mn, vis-a-vis '' 282,372 Mn, for the previous year.

On a consolidated basis, the revenue of your Company stood at '' 421,772 Mn, an increase of 9.5% over the previous year. The EBITDA at '' 171,283 Mn reflects increase of 6% as compared to the previous year. The Consolidated Loss after tax of the Company stood at '' 293,011 Mn for Financial Year 2022-23 vis-a-vis '' 282,454 Mn for the previous year.

Operations Review

The Indian wireless industry has now stabilized after witnessing testing times for more than half a decade due to challenges of hyper competition and unsustainable tariffs alongwith Covid related restrictions since 2020. Your Company, along with other operators, forms the backbone of innovations and new age technologies which are hallmark of India''s transformation into a digital nation.

Financial Year 2022-23 is the first year where your Company has registered annual revenue growth post-merger despite various challenges being faced, clearly reflecting its ability to effectively operate and compete in this market. Your Company has reported seven quarters of sequential growth in several key metrics including Average Revenue Per User (ARPU) and 4G subscribers. In fact, YoY ARPU growth of 9.3% in Quarter 4 of Financial Year 2022-23 is highest

amongst wireless operators. While ARPU has shown improvement, ARPU''s continue to remain unsustainable and need to increase significantly from current levels to improve overall industry health and generate reasonable returns to promote future investments. The operating environment continues to remain challenging, however, the increasing digital penetration, increasing content consumption, especially through video and social media usage is driving strong demand for high speed connectivity and thus offering a massive opportunity for telecom industry especially as the pricing has started to revive and likely to improve further in future.

In line with the Government announced reform package your Company had opted for deferment of Spectrum and AGR dues as well as conversion of interest arising from such deferment into equity during Financial Year 2021-22. On February 3, 2023, Ministry of Communications, Government of India passed an order to convert the loan representing Net Present Value (‘NPV'') of the interest related to deferment of spectrum auction instalments and AGR dues into Equity Shares to be issued to Government of India (GoI). Your Company has taken necessary steps and issued 16.13 Bn equity shares at an issue price of '' 10/- each. The promoter shareholding stands at 50.4% and GoI shareholding stands at 33.1%. This conversion reaffirms Government''s commitment to implement the Telecom Reform Package and to maintain healthy competition in the sector with three private players.

In another major industry development, the Spectrum Auction was conducted by Department of Telecommunications (DoT) in July 2022 wherein reserve price of the spectrum was lowered, Spectrum Usage Charges (SUC) charges were reduced to NIL on the spectrum acquired through this auction and spectrum payments were allowed to be spread over the spectrum validity of 20 years, thereby enabling the telecom operators to make large commitments in the spectrum auctions as well as towards rolling out the next generation wireless networks. Your Company has acquired total of 6,237 MHz of spectrum with total commitment of '' 188 Bn and opted for payment over 20 equal annual installment of '' 16.8 Bn each year. Your Company acquired 850 MHz of mid band 5G spectrum (3300 MHz) in its 17 priority circles and 5,350 MHz mmWave 5G (26 GHz) spectrum in 16 circles. This will enable your Company to embark on its 5G rollout journey. Your Company also strengthened its Pan-India 4G footprint by acquiring additional 4G spectrum across 1800 MHz, 2100 MHz and 2500 MHz bands in 3 circles of Andhra Pradesh, Karnataka and Punjab.

Following the conversion of interest by the GoI, your Company has reinitiated fund raising efforts with new vigor, which will enable the Company to achieve its strategic intent. Your Company continues to actively engage with lenders and investors for further fund raising. Below are the other ongoing major strategic initiatives to improve your Company''s revenue and profitability as well as to strengthen its overall position in the market:

1. Focused network investments for superior customer experience - Your Company continues to have a focused approach to investments, biased towards the profitable areas, to utilize capex effectively while ensuring that it offers superior customer experience in these areas. Your Company has been driving incremental 4G investments in the 17 priority service areas, which contribute 98% of the Company''s revenues and 93% of the industry revenues. Your Company also has been adding 4G capacity through Spectrum Re-farming in these areas. Your Company has been deploying several 5G ready technologies such as Massive MIMO, DSR, Cloudification of Core, which are central to its future growth strategy. Your Company is working towards rolling out 5G for consumers, the roll-out of which will be accelerated subsequent to the consummation of fund raising. In the meantime, your Company has made select 5G clusters in Delhi and Pune where it had partnered with various Original Equipment Manufacturers (OEMs) to test compatibility of available 5G handsets. Your Company has completed device testing of all major OEMs on its 5G network. Further, your Company is in discussion with various network vendors for finalisation of the 5G rollout plan.

2. Market initiatives to drive ARPU improvement -

While tariff hikes remain crucial to improve the overall industry health, your Company has undertaken several market initiatives to improve ARPU by driving higher 4G/UL penetration. As a part of the customer excellence drive, your Company has been transforming customer servicing across all touchpoints with a clear focus towards shift to digital. Further, as part of its digital first approach, your Company has renewed its focus on digitalization of distribution channel to completely automate sales process creating seamless and efficient journey for the channel partners.

3. Focusing on Business Services and FastGrowing Revenue Segments - In line with our stated strategy of transformation from telco to techco,

your Company is offering services beyond connectivity and becoming a preferred choice of partner for our customers in their digital journey. Your Company leverages its multi-year relationships with customers and derives tremendous synergies from strength of Vodafone group especially its global leadership in IoT space. While your Company continues to focus on enterprise mobility and fixed line connectivity, your Company is having incremental focus on new revenue streams and strengthening proposition on IoT and cloud service. Your Company thus continues to strengthen partnerships with customers with a range of offerings like Vi Integrated IoT, an end to end IoT solution, Managed SIP, V Cloud Firewall Service, V Secure and V Business Plus bundled mobility offering.

4. Driving partnerships and digital revenue streams -

Your Company has several digital initiatives to address the changing requirements of today''s digital society enabling individuals and enterprises to get a range of benefits and value-adds. V offers not just enriched connectivity but also an array of digital products and services to complement the core business. On content, one of the key focus areas is to offer deeper integration with its digital and content partners for a differentiated experience, create monetization opportunities and truly become an integrated digital service provider. During the year, your Company has also launched some very exciting propositions in various categories like Live TV, Entertainment, Music, Videos, Gaming, Education, Skilling & Health, which are available on the VI App as part of an integrated access. All these propositions should help us build our digital community increasing customer stickiness. Your Company will thus continue to focus on its platform capabilities to offer deeper integration with its partners for a differentiated experience, create monetization opportunities and truly become an integrated digital service provider.

Your Company has thus been making significant progress on various strategic initiatives and continues to strive towards transforming to a truly integrated digital service provider.

Dividend

As your Company has incurred net loss during the Financial Year 2022-23, your Directors have not recommended any dividend for the year.

Transfer to Reserves

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

Changes in Share Capital

The Board of Directors of the Company at its meeting held on July 22, 2022 issued 427,656,421 warrants, each convertible into one fully paid-up equity share of face value of '' 10/- for cash at a price of '' 10.20 to a Promoter entity, aggregating upto '' 4,362 Mn, which were allotted on July 25, 2022. Pursuant to the exercise of the right of conversion attached to the warrants by the warrant holder, the Board of Directors of the Company at its meeting held on February 14, 2023, approved conversion of these warrants into equity shares and consequently allotted 427,656,421 equity shares to the Promoter entity.

Further, during the year, the Ministry of Communications, Government of India in line with the Reforms and Support Package for Telecom Sector announced in September 2021, and the conversion option exercised by the Company, passed an order on February 3, 2023 under section 62(4) of the Companies Act, 2013, directing the Company to convert the loan representing NPV of the interest related to deferment of spectrum auction instalments and AGR dues into equity shares to be issued to the Government of India. The Board of Directors of the Company at its meeting held on February 7, 2023, allotted 16,133,184,899 equity shares of face value of '' 10/- each at an issue price of '' 10/- per equity share aggregating to '' 161,332 Mn to the Department of Investment and Public Asset Management, Government of India (acting through President of India).

The Board of Directors of the Company at its meeting held on January 31, 2023 re-approved issuance of upto 16,000 Optionally Convertible, Unsecured, Unrated and Unlisted Indian Rupee denominated Debentures (‘OCDs'') having a face value of '' 1,000,000 each, in one or more tranches, aggregating upto '' 16,000 Mn, each convertible into

100.000 equity shares of face value of '' 10/- each at a conversion price of '' 10/- to ATC Telecom Infrastructure Private Limited (‘ATC''), a non-promoter of the Company, on a preferential basis in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Capital Raising Committee of the Board of Directors of the Company, at its meeting held on February 27, 2023 and February 28, 2023 allotted a total of

16.000 number of OCDs to ATC. The funds so raised were

used to pay amounts owed to ATC by the Company under the Master Lease Agreements and for General Corporate Purposes of the Company.

Consequent to the conversion of warrants as mentioned above and issuance of equity shares to the GoI pursuant to conversion of the loan representing NPV of the interest amount related to deferment of spectrum auction instalments and AGR dues, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2023 stood at '' 486,796 Mn comprising of 486,796,892,050 Equity Shares of '' 10/- each.

During the year under review, there was no change in the Authorised Share Capital of the Company.

Finance

On a standalone basis, the Company had Cash and Cash Equivalents of '' 2,216 Mn and Fixed Deposits with banks of '' 2 Mn as on March 31, 2023. The Company''s net debt as on March 31, 2023 increased by '' 119,394 Mn to '' 2,015,987 Mn as compared to '' 1,896,593 Mn last year.

On a consolidated basis, the Company had Cash and Cash Equivalents of '' 2,288 Mn and Fixed Deposits with banks of

'' 59 Mn as on March 31, 2023. The Company''s net debt as on March 31, 2023 increased by '' 118,925 Mn to '' 2,013,513 Mn as compared to '' 1,894,588 Mn last year.

All scheduled loan repayments were made on respective due dates.

During the year, the Company had availed a Short Term Loan of '' 19,823 Mn.

Credit Rating

In March 2023, CARE revised the outlook rating with respect to rating of Long Term Bank Facilities and Non-Convertible Debenture to Positive. As on March 31, 2023 the rating of Long Term Bank Facilities and Non-Convertible Debenture is CARE B (Positive) [Previous Year End Rating CARE B (Stable)].

Capital Expenditure

On a standalone basis, the capital expenditure (including capital advances and excluding RoU assets and Spectrum) incurred was '' 29,843 Mn in the Financial Year 2022-23. Further, the Company has incurred '' 1,977 Mn towards Bandwidth. In addition to this, the Company has acquired spectrum of '' 187,863 Mn (consisting of upfront payment of '' 16,800 Mn and balance '' 171,063 Mn towards deferred payment obligation).

On a consolidated basis, the capital expenditure (including capital advances and excluding RoU assets and Spectrum) incurred was '' 31,527 Mn in the Financial Year 2022-23. Further, the Company has incurred '' 1,977 Mn towards Bandwidth. In addition to this, the Company has acquired spectrum of '' 187,863 Mn (consisting of upfront payment made of '' 16,800 Mn and balance '' 171,063 Mn towards deferred payment obligation).

Fixed Deposits

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

Significant Developments• Auction of Spectrum 2022:

On April 11, 2022, TRAI submitted its recommendations on ‘Auction of spectrum in frequency bands identified for IMT/5G''. Thereafter, the Spectrum Auction were conducted by DoT in July 2022. Your Company participated in the auctions and acquired 6,237 MHz of spectrum across 2100 MHz, 2500 MHz, 3300 MHz and 26 GHz bands at an aggregate value of '' 187.86 Bn. Post July 2022 spectrum auction, your Company''s overall spectrum holding is

8,005.2 MHz across different frequency bands out of which 7,975.2 MHz spectrum is liberalized and can be used towards deployment of any technology (2G, 3G, 4G or 5G).

• Issuance of Equity Shares to Government of India:

On September 15, 2021, the Government announced a comprehensive reform package for the Indian telecom sector including measures to address the structural, procedural and liquidity issues. To address the immediate liquidity concerns of the sector, Government provided an option of up to four years of moratorium on AGR dues and spectrum instalments due between October 2021 and September 2025 with an option to convert interest arising from such deferment into equity upfront. Your Company had opted for deferment of Spectrum and AGR dues as well as conversion of interest arising from such deferment into equity. Further, on January 10, 2022, the Board of

your Company also approved the upfront conversion of the full amount of interest arising due to deferment of spectrum instalments and AGR dues into equity.

Accordingly, in line with the Reforms and Support Package for Telecom Sector communicated earlier and the conversion option exercised by the Company as provided for therein, Ministry of Communications, Government of India passed an order on February 3, 2023, under section 62(4) of the Companies Act, 2013, directing the Company to convert the loan representing NPV of the interest related to such deferment amounting to '' 161,332 Mn into Equity Shares. The Board of Directors of your Company had at its meeting held on February 7, 2023, accordingly issued 16,133,184,899 equity shares of face value of '' 10/- each at an issue price of '' 10/- per equity share. Consequent to the aforesaid allotment, the Government of India holds 33.1% of the equity capital on your Company and the promoter shareholding (i.e. Vodafone Group and Aditya Birla Group) stands at 50.4%.

AGR Matter

The Hon''ble Supreme Court had upheld the view considered by Department of Telecommunications (“DoT") in respect of the definition of Adjusted Gross Revenue (“AGR") (“AGR Judgment") and confirmed the principal demand, levy of interest, penalty and interest on penalty resulting in significant financial implications on the Company. The Hon''ble Supreme Court also had vide its final order dated September 1, 2020, inter-alia directed that telecom operators shall make payments in ten instalments commencing from April 1, 2021 to March 31, 2031 payable by 31st March of every succeeding financial year and file an yearly affidavit confirming compliance.

The Company had on August 10, 2021 filed a review petition with the Hon''ble Supreme Court for considering to hear the modification application on correction of manifest/clerical/arithmetic errors in the computation of AGR demands which is still pending to be heard.

The Union Cabinet on September 15, 2021 approved major structural and process reforms in the telecom sector to boost the proliferation and penetration of broadband and telecom connectivity. Further to address liquidity requirements, the Cabinet had also

approved deferment of AGR dues which are payable in annual instalments as determined by the Hon''ble Supreme Court for up to four years without any change in the instalment period and deferment of spectrum auction instalments payable from October 1, 2021 to September 30, 2025 excluding the instalments due for spectrum auction conducted in 2021. It also provided upfront conversion on any of the interest amount arising due to such deferment into equity on an NPV basis. The Company had conveyed its acceptance for the deferment of Spectrum Auction instalments and AGR Dues by a period of four years and on January 10, 2022 conveyed its acceptance for conversion of such interest on the deferred instalments related to deferred annual spectrum liabilities and AGR dues into shares in the Company.

Subsequently on April 14, 2022, the Company confirmed the computation of the Net Present Value (NPV) of the interest liability on moratorium period amounting to '' 161,331 Mn towards AGR dues and deferred annual spectrum liabilities respectively as on the date of exercise of option i.e. January 10, 2022. The DoT, on February 3, 2023, issued an order under section 62(4) of the Companies Act, 2013, directing the Company to convert the loan representing NPV of the interest related to such deferment amounting to '' 161,332 Mn into Equity Shares. On February 7, 2023, the Company''s Board approved the allotment of shares to Government of India.

During the Financial Year 2022-23, the DoT offered a moratorium on pending AGR related dues up to Financial Year 2018-19 along with an option of equity conversion of interest liability pertaining to the moratorium period for the additional amount of '' 88,372 Mn (including additional amounts for the period till Financial Year 2016-17 not forming part of the affidavit submitted to Supreme Court). On June 29, 2022, Company conveyed its acceptance for the deferment of AGR related dues for the period beyond Financial Year 2016-17 and till Financial Year 2018-19 as the figures till Financial Year 2016-17 were to be treated as final without any changes as per the AGR judgement. The DoT has also mentioned that these demands are subject to further correction on account of disposal of various representations submitted by the Company, outcome of other

pending litigations etc. and the undisputed amounts finally determined by December 31, 2025 shall be paid in six equal instalments post the moratorium period. In September 2022, the Company informed the DoT that on the interest for the moratorium period on these yet to be finalized AGR dues beyond Financial Year 2016-17 till Financial Year 2018-19, it shall not be opting for conversion into equity.

• One Time Spectrum Charge Matter

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

6.2 MHz, though initially dismissed was reinstated following a review petition filed in this regard. The DoT has also preferred an appeal against the TDSAT judgement for levy of OTSC on spectrum below

6.2 MHz. The matter is currently pending before the Hon''ble Supreme Court.

Brand Overview

The brand VI of your Company has completed over 2 years and celebrated the 2nd anniversary with its customers, trade & employees. In this short journey, the brand has already garnered strong awareness and continues to build brand affinity & consideration across all customer segments in the country.

Your brand''s health has improved significantly as reflected in brand NPS as well as on key KPIs like Spontaneous Awareness & Total Awareness. It has also shown significant improvements across many other brand Imagery Parameters. Further, your Company maintained NPS leadership on the aspects of Customer Service, Digital Experience, Price and Setup.

Your Company also continued its numero uno position on the Social Media front with the credit of being the only telco with ve NPI ( Net Positivity Index) and a whopping 90% SoPV (Share of Positive Voice) on Social Media amongst all the telco brands in the country.

Your Company also had the highest rated voice quality in the country as per TRAI''s “MyCall" app data for 25 out of 29 months consecutively between November 2020 and March 2023.

Marketing and other initiatives

During the year under review, your Company made extensive progress on the marketing front by communicating and differentiating, by entering into various alliances and by introducing various innovative products and services. Some of these are:

• Building a competitive advantage by leveraging the Opensignal certification of being the Fastest 4G in the country, your Company had launched the #BestIsGettingBetter campaign - that showcases how we are on a continuous journey to improve our network in spite of being the best to help our customers get ahead in life and thrive. It showcased stories of our network engineers'' efforts to make the best better to reassert network superiority and the campaign was extensively promoted on TV & Digital.

• A one of a kind integration was done with Kaun Banega Crorepati, one of the most coveted TV properties/ gameshow, with ‘KBC Golden Week with Vi'' giving Vi consumers to exclusively get a chance to sit at the coveted hot seat and also Amitabh Bachchan calling seamlessly through video call to a friend was made possible through Vi - India''s fastest 4G.

• Your Company also created a Rap song around its “Speed Se Badho" philosophy, with one of the most coveted macro influencers - Raftaar. The Speed Se Badho song was ‘organically'' trending at #15 on YouTube across India. The song garnered over 7 Mn views and BBC made the song as their track of the week and it trended for 6 weeks in the charts.

• With the need for data increasing with each day and to build a competitive advantage by talking about the differentiated offerings, your Company positioned the pack offering “Unlimited Night Data" and “Weekend Data Rollover" as Hero Unlimited Packs and launched the 2nd leg of its very impactful ‘Hero Unlimited -Naam Ka Nahin, Kaam Ka Unlimited'' campaign to highlight these benefits quirkily by Vinay Pathak. The campaign was extensively promoted on TV, Digital and on ground.

• Your Company also launched a campaign around its ‘Jobs & Education’ proposition on VI App, with an objective of building an emotional connect, highlighting how brand V is making efforts to help its consumers get ahead in life by presenting them with job opportunities and means to prepare well for government exams, thereby strengthening its stated positioning of Together for tomorrow and helping one Thrive.

• With an objective to increase customer engagement and herald a new Digital ecosystem, your Company transitioned Vi app into multifaceted super app which now provides its customers with a large repertoire of Movies, Shows and Live TV, Music, Games, Infotainment, Jobs and Education Services and more in addition of doing recharges, payments and managing their Vi account.

• Vi Movies & TV - our OTT app has been integrated with Vi app giving customers access to their favorite shows & movies right on Vi app itself. And, to provide the best in class content, the Company partnered with various content creators and OTT apps like Zee5, Indiacast (Colors), Discovery, SunNXT, Shemaroo Me, Colours, Hungama, TV Today, Atrangi, Pocket Films and others. The app provides a range of content including Movies, TV shows & Live TV from over 400 TV channels, Original shows and short format videos in 16 languages. It has rich content ranging from GEC (general entertainment), news, religious, regional, documentaries, sports & kids.

• With the objective of driving high-end/heavy data users with premium content, the Company also has product bundling tie ups with leading content providers like Amazon Prime, SonyLiv & SunNXT.

• Vi has partnered with Hungama Music to offer our customers ad-free music with unlimited downloads. This was extensively promoted on TV, Digital, PR & for a 3600 integrated campaign. It was further supported with a launch of LIVE Music Concerts on Ul App exclusively for Vi consumers, during the second half of the year.

• Your Company also launched its eSports platform in partnership with one of the leading eSports start-up, Gamerji. Vi''s eSports platform allows consumers to participate in eSports tournaments across some very popular titles like Free Fire Max, Call of Duty, Asphalt9 & more. Your Company also expanded Vi Games proposition with the launch of Social or Multiplayer games offering that included popular games like Ludo, Solitaire, Uno, Cricket, Football, Wordle & more. We also organized various gaming tournaments like GameFest, ‘Ludo Khelo London Jao'' & more.

• Your Company had launched a Jobs & Education proposition on the Ul App, in line with our brand philosophy of enabling our customers to thrive, by partnering with 3 marquee start-ups - Apna (now a unicorn), Enguru and Pariksha. These propositions are specifically targeted at Bharat Youth with the aim of enabling them to have an equal opportunity of access to services like finding jobs & professional networking, learning to speak English and preparation of government exams. Your Company drove extensive promotions around these propositions to drive adequate awareness and adoption on these services by the core TG. To further aid our consumers in their endeavor to get ahead in life, we also organized virtual Job Fairs and series of webinars around Career Counselling, English Learning & Government Job preparations.

• With the objective of driving Data & Media monetization, your Company also commissioned its AI/ML driven adtech platform. Launched under the brand Ul Ads, it offers advertisers unique audience segments, interest groups & targeting parameters and advertising opportunity across all telco owned channels as well as 3rd party digital inventory under a single platform,

thereby simplifying media buying, especially for the SMBs.

• India is a cricket loving nation and the World Cup & IPL gives a great opportunity to connect with customers and therefore, we drove a very successful legs of our FanFest program on Social Media during the World Cup, IPL & WPL. This campaign led to u becoming the buzziest brand and generating strong engagement amongst the users.

• In line with your Company''s strategy of accelerating our unlimited base and 4G adoption through attractive content propositions, your Company continued to promote the Hotstar pack for prepaid users during IPL, Asia Cup & T20 World Cup and was promoted on digital & offline.

• Throughout the year, Vi engaged with its users on social media via various topical campaigns around events such as Diwali (#LookUp), Christmas (#12DaysOfChristmas), Valentine''s Day (#ViLoveTunes) and Holi etc. Some of these were also extended to Vi Retail stores. All these helped in driving positive sentiments and buzz for the brand keeping it on top of the mind of the users and also build a stronger brand affinity.

• Your Company also commissioned a state-of-the-art Consumer & Marketing Analytics Platform - India''s 1st Big Data AI/ML & Advanced Cloud Analytics Platform among Telcos, which now gives us the capability to compute and process at scale apart from the ability to also access open source knowledge banks. This has enabled us to entrust the task of defining the next best action to machines and has really helped enhance outcomes of CVM machinery through sharper targeting and targeted offerings. Your Company won the prestigious Frost & Sullivan award in the telco category for leading AI & ML practices and their application.

• Launch of Self KYC for Prepaid and Postpaid Home Delivery: Vi is the first operator in the industry to launch the Self KYC (Know Your Customer) process for Prepaid and Postpaid. The Self KYC process will make the customer on-boarding faster and easier as the customers will no longer need to visit the retail store and go through the physical KYC process. This is currently available in 4 cities - Bengaluru, Mumbai, Delhi and Kolkata, and will be further expanded to other cities in coming days.

Big Data, Advanced Analytics (Artificial Intelligence

& Data Science) and Business Intelligence Edge

• Vi launched India''s 1st Big Data AI/ML Cloud Advanced Analytics Platform over AWS Cloud enabling smarter and faster marketing interventions & plan recommendation generated by our Data Science & AI/ML based predictive & prescriptive models especially for UL Recruitment, UL Renewals, Churn Reduction and Digital Adoption/ Engagement and is indeed a step taken forward in our journey of transition from Telco-Techco.

• Our Artificial Intelligence & Data Science driven Big Data Analytics Platform brings in massive parallel processing & compute capability enabling faster GTM along with speed, scale capability across multiple AI/ML Models to run on Pan-India subscriber base at once. It also enables enterprise grade Real-Time Stream Analytics Capability in defining and deploying AI/ML Use Cases and Models.

• Today our Big Data Analytics Platform enables enhanced Customer Acquisition, Engagement, Retention, Digital/ Vi App Adoption/Engagement, Churn Reduction, Upsell/ Cross-Sell, Data Monetization, Text/Social Media/ Sentiment Analytics and accelerates migration of 2G/3G subscribers to 4G as part of our both ARPU & market share growth strategy. Our AI/ML based 5G prioritization and ranking is able to predict and optimize customer offering with Hyper-Personalization at scale provides us pre-emptive decision making support.

• GTM time for AI/ML Models execution reduced from monthly to weekly frequency and now has capability to perform near Real-Time Predictive & Prescriptive Analytics at scale while the target is to roll out real time analytics to enable better customer delight and data monetization opportunities. This also enhances our capability to apply Deep Learning Algorithms over large volume of Data concurrently instead of just experimenting with conventional Ensemble Machine Learning Algorithms thereby enabling better and scalable campaign performance. The Generative AI algorithms capabilities is being reinforced at Vi to optimize our NLP, Computer Vision and Video Analytics based use cases.

• The deployed Big Data Analytics Platform over AWS Cloud has the most cost effective architecture that leverages both Data Lake & AWS Cloud storage & compute components optimally to keep the cost as low as possible. CAPEX reduced almost to Zero with

OPEX flexible and elastic to incorporate additional business impacting AI/ML Models that have high Business impact/value. We have been able to reduce AI model building and scoring time by more than 80% with Big Data AI/ML Cloud Analytics platform at scale and speed thereby supporting faster decisions and Go-to-Market strategy.

Partnerships & Alliances

u Business has launched \i Secure, a comprehensive cyber security portfolio, in collaboration with leading security providers such as FirstWave, Fortinet, Cisco, TrendMicro, IBM and Netscout Arbo. With V Secure, your Company offers enterprise customers a range of reliable, industry-leading security solutions, that align with their current and future cyber security needs.

Integrated IoT Solutions

• One of the strategic focus areas for your Company has been to strengthen its market leadership in IoT and other emerging technology businesses. The Integrated IoT offering is designed to simplify and accelerate the digital transformation journey for enterprises.

• '' 11 Business has always been ahead of the curve & built the edge over competition in terms of implementing large and complex IoT Projects serving enterprises across India. Vi Business has successfully implemented Smart Mobility, Smart Infrastructure and Smart Utility IoT solutions across use cases including Automobiles, Electric Vehicles, BFSI, Logistic & Transportation, Energy & Utility and Manufacturing.

• Our Integrated IoT solutions have been deployed in varied use cases like Smart Cities, Smart Lighting, Weather Forecasting, Electric Vehicle (EV), Battery Management System, Agriculture, Solar & Water Management and more and have delivered business impact to the enterprises. We continue to be well positioned to capture growth by focusing on innovations like eSIM and IoT Smart Central. We are the first Telco to commercially offer GSMA-SAS certified eSIM and first telco to provide eUICC e-SIMs having one of its kind device assisted switching capabilities. IoT Smart Central is our all-new connectivity management platform that puts customers in control by giving a comprehensive view of all of their IoT devices. This adaptive and agile platform helps customers to centrally manage, control & monitor connectivity options for IoT assets across industries and use cases.

SME Focus

• The ‘Ready for Next'' program by Vi Business partners MSMEs in their entire digital journey. The ‘Ready for Next'' digital self-evaluation process has helped more than 80,000 MSMEs assess their digital maturity across three aspects - Digital Customer, Digital Workspace and Digital Business and thus enabling them to adopt right-fit digital solutions.

• Vi Business Plus - Mobility Bundling solutions are enabling today''s mobile workforce to connect, communicate, collaborate and do a lot more with their postpaid plans. With unique features like data pooling, Vi Business Plus provides superior customer experience, with seamless and uninterrupted high-speed data. Vi Business Plus also offers device security and Google Workspace solutions for SMEs and start-ups in order to help them improve productivity and efficiency.

Awards and Recognitions

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

• Vi Business won multiple recognitions at the CIO Choice Awards 2023 under the following categories:

- Managed Mobility Services (Enterprise Mobility Vendor Category) - 3rd Consecutive win

- Telecom Carrier - Mobile Access (Telecom Services Vendor Category) - 9th Consecutive win

- Telecom Carrier - International Access (Telecom Services Vendor Category) - 2nd Time winner

- SIP Trunk (Mobility Vendor Category) - 4th Consecutive win

- Cloud Telephony (Telecom Services Vendor Category) - 3rd Time winner

• Vi Business was awarded the Frost & Sullivan Award 2022 for:

- Best Practices under Indian Cellular IoT Connectivity Service Provider category

- Best Practices Technology Innovation Leadership Award for Indian Session Initiation Protocol (SIP) Trunking Technology

• Vi Business Ready for Next MSME Campaign has been awarded in Mint Marketing Awards''22, Brand Equity India DG Awards''23 and in e4M Indian Marketing Awards 2023.

• Our Carrier business unit has been recognized by Asian Telecom Awards‘23 for Application 2 Person (A2P) SMS Monetization of the year award (India).

• At the Voice and Data Awards 2023, Vi Business has been recognized for innovation and excellence in Customer Service and for Vi Business Hub.

• Vi won the ‘Best Social Media Brand'' in the telco category at the MOMMY Awards.

• Vi won a GOLD for best Social Media brand in the telco category for its #Lookup Diwali campaign, at the Best Social Media Brand Awards by Social Samosa.

• Vi also won the award for the ‘Best CMO - Customer Experience'' at the Pitch CMO Awards 2023.

• Vi was awarded a SILVER at the ET Brand Equity SPOTT Awards, for best use of memes & emojis in #SpeedSeBadho campaign.

• Getting a due recognition for excellence in Digital Marketing, Vi won a Silver at the ET Brand Equity India DG Awards''23 for best use of Performance Marketing.

• Vi also got recognized for its ‘Chellam Sir'' post, winning a Silver at the 13th edition of E4M Indian Digital Marketing Awards.

• Vi also won the prestigious Frost & Sullivan award in the telco category for leading AI and ML practices and their application.

• VIL has been listed in Reputation Today''s Top 30 Corporate Communication Teams for three consecutive years in 2021, 2022 and 2023.

• Vi won CX Awards 2023 for ‘Best Customer Experience Team of the Year''.

• Vi was ranked amongst the 100 Best in 2022 Avtar and Seramount Best Companies for Women in India.

• VIL was ranked amongst the Top 45 companies in Businessworld India''s Most Sustainable Companies Listing 2022.

• Vi was ranked amongst the Top 25 Brands with Best in-house Communications Team by E4M for 2022.

• Vi won Digital Initiative of the Year for Vendor Compliance Portal Award at Asian Telecom Awards 2023.

• Vi won Voice & Data Excellence Awards 2022 at the Telecom Leadership Forum 2023 under the following categories:

- Enterprise Business Solution.

- IoT Services.

- Business Process Innovation.

- Enterprise CX.

- Skilling.

• Vi Business won A2P SMS Monetization of the Year at Asian Telecom Awards 2023.

• Vi campaigns won two awards at E4M IPRCCA 2023 Awards:

- Gold for Vi Smart Agri under CSR & Not-for-profit (Beyond Metro) category.

- Silver for ‘Vi 5G showcase'' at India Mobile Congress 2022 in the Event & Experiential Marketing (Product & Promotion) category.

• Vi was awarded Gold for Best Use of Video Content & Best Social Media Brand in Telecom at the Social Samosa SAMMIE Awards 2022.

• Vi was awarded Silver for Best Use of Topical Posts in a Campaign at the E4M Indian Digital Marketing Awards 2022.

• VIL was awarded for Excellence in Pandemic Response by Fintech India Innovation at Fintech India Expo 2022.

• Vi was awarded Silver for Use of Memes & Emojis at the ET Brand Equity SPOTT Awards 2022.

• Vi won two awards in the ET Brand Equity - India DigiPlus Awards 2023.

- Silver - Best Use of Performance Marketing.

- Bronze - Digital Campaign in the B2B Category.

• Vi Business was awarded Gold for ‘Ready For Next'' initiative at E4M Indian Marketing Awards.

Subsidiaries and Joint Ventures

As on March 31, 2023, your Company has nine Subsidiary Companies, Joint Venture Company and one Associate Company, details whereof are given below:

Subsidiaries1. Vodafone Idea Manpower Services Limited (VIMSL)

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

under review, the total income stood at '' 743 Mn compared to '' 684 Mn in the previous year.

2. Vodafone M-pesa Limited (VMPL)

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

Post completion of the three year period on September 30, 2022, as was directed by RBI while approving the surrender of the PPI Licence, VMPL had written to the RBI on way forward relating to compliances to be continued, post which RBI advised to continue maintaining the un-extinguished liability towards PPI holders and merchant in the escrow account till further communication.

3. Vodafone Idea Business Services Limited (VIBSL)

VIBSL is an outsourcing hub for back-end IT support, data centre operations and hosting services to the Company and its subsidiaries. It also has an OSP license business. During the year under review, the total income stood at '' 1,364 Mn as compared to '' 1,256 Mn in the previous year.

4. Vodafone Idea Communication Systems Limited (VICSL)

VICSL is engaged in the business of trading of Mobile handsets, Data Card and related accessories and services. During the year under review, the total income stood at '' 453 Mn compared to '' 548 Mn in the previous year.

The Board of Directors of VICSL, at their meeting held on August 11, 2021, approved a Scheme of Amalgamation (“the Scheme") for merger of Connect (India) Mobile Technologies Private Limited (“CIMTPL"), a wholly owned subsidiary of VICSL, with VICSL under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme was approved by the Ahmedabad bench

of National Company Law Tribunal vide its order dated December 22, 2022 and a certified true copy of the said order was received on January 3, 2023 which was filed with the Registrar of Companies, Ahmedabad, on January 31, 2023, thereby making the Scheme effective from January 31, 2023.

5. Connect (India) Mobile Technologies Private Limited (CIMTPL)

CIMTPL was a wholly owned subsidiary of VICSL. Pursuant to order passed by the Ahmedabad bench of National Company Law Tribunal dated December 22, 2022, CIMTPL has been amalgamated with the VICSL with effect from January 31, 2023.

6. Vodafone Idea Telecom Infrastructure Limited (VITIL)

VITIL is engaged in renting out Passive Infrastructure to Telecommunication Service Providers for hosting their active equipment on existing fibre portfolio of ~ 169,577 kms. During the year under review, the total income stood at '' 8,455 Mn compared to '' 8,142 Mn in previous year.

7. Vodafone Idea Shared Services Limited (VISSL)

VISSL is an outsourcing hub for Finance & Accounts, Human Resources, Supply Chain Management, Credit & Collection Support, Customer Support and catering to the Information Technology (IT) needs for data consolidation, back end IT support for the Company and its subsidiaries. During the year under review, the total income stood at '' 1,195 Mn compared to '' 1,401 Mn in the previous year.

8. Vodafone Idea Technology Solutions Limited (VITSL)

VITSL is engaged in providing Technology, Software, Hardware, Value Added Services (VAS), Application Software, Contents and related products and services that facilitate and develop access to IT enabled VAS products and services whether on single or multiple platform(s) or operating system(s). VITSL is also engaged in the business of providing Data Centre related services and IT Solutions (including E-SIMs) to its customers. During the year under review, the total income stood at '' 191 Mn compared to '' 79 Mn in the previous year.

9. You Broadband India Limited (YBIL)

YBIL is engaged in providing high speed broadband internet access through cable network, high bandwidth internet broadband services to enterprise segment, infrastructure support to licensed telecommunication service providers. During the year under review, the total income stood at '' 1,372 Mn compared to '' 1,568 Mn in the previous year.

10. Vodafone Foundation (VF)

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

Joint Venture Company Firefly Networks Limited

Firefly Networks Limited (‘FireFly'') is a joint venture with Bharti Airtel Limited, with each partner having equal (50% each) shareholding. The main objective of Firefly is to conduct the business of site acquisition, installation, commissioning, operations and maintenance of Infrastructures at the Hotspots to enable telecommunication and internet service providers, to offer customers Wi-Fi access across the territory. Revenue from operations for the Financial Year ended March 31, 2023 was '' 196 Mn as compared to previous year''s '' 161 Mn. The Board of Directors have resolved to sell the equity held in the said joint venture, subject to all necessary approvals.

Associate Company

Aditya Birla Idea Payments Bank Limited (ABIPBL),

an associate of the Company had decided to wind up business voluntarily on July 19, 2019, due to unanticipated developments in the business landscape of payments bank that have made the economic model unviable. ABIPBL had filed for voluntary winding up before the Hon''ble Bombay High Court and the Hon''ble High Court vide its order dated September 18, 2019, approved voluntary winding up of ABIPBL. ABIPBL is in process of winding-up.

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

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

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

Consolidated Financial Statements

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

Risk Management

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

Your Company has a well-established Enterprise-wide Risk Management (ERM) framework in place for identification, evaluation and management of risks, including the risks

which may threaten the existence of the Company. In line with your Company''s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks.

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

Detailed discussion on Risks forms part of Management Discussion and Analysis Report which forms part of this Annual Report under section ''Opportunities, Risks, Concerns and Threats''.

Employee Stock Option Schemes

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company and made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time.

The Board of your Company has also approved broad parameters for implementing a new Employee Stock Option Scheme - 2018 (ESOS-2018), which has also been approved by the members at the Annual General Meeting held on December 22, 2018. The said Scheme is in the process of being implemented. Further, details of plans also form part of Notes to Financial Statements.

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

A certificate from M/s. Umesh Ved & Associates, Company Secretaries, Secretarial Auditors, certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations would be placed at the Annual General Meeting for inspection by Members.

Internal Financial Control Systems and its adequacy

Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2022-23.

Human Resource Management

Your Company''s people architecture has been built on the principles of being a consumer centric company with technology as the bedrock. The organization has equipped itself for high change agility, has embedded trust at the foundation of its people agenda, and has adopted digital as the first port of call for all solution building.

VIL has been recognized for being amongst Top 100 companies for Women in India 2022 by a study conducted by Avtar and Seramount BCWI Study 2022. During the Financial Year ending 2022-23, female representation in the VIL workforce increased by 2%. At least 50% hiring of women has been ensured in various campus hiring programs. Development programs have been rolled out for senior, middle and junior level women employees for career acceleration. Policies have been made more inclusive by introducing primary care givers and same sex partners as beneficiaries. Pulse checks and focused group discussions with all women colleagues and maternity return employees have been conducted to assess experience and impact of programs. Child care assistance, elder care assistance and mental well-being assistance has been introduced for all employees. Infrastructure support has been improved with dedicated parking facilities to expectant mothers and differently abled people in all major office locations. A large intervention has been initiated to provide geo tagged hygienic restroom facilities in sales beats where women are deployed.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Corporate Governance

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

Business Responsibility and Sustainability Report

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

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

The Company has revised the policy on Corporate Social Responsibility (‘CSR'') to include changes based on Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the revised policy was recommended by the CSR Committee and approved by the Board and the same can be accessed on the Company''s website at https://www.myvi. in/investors/corporate-goverance.

In view of the losses incurred by the Company during the last three financial years, the Company has no obligation for CSR spend during the Financial Year 2022-23.

However, believing in giving and caring for the underprivileged and inclusion of all, as well as the dispensation of Ministry of Corporate Affairs, your Company spent '' 115 Mn towards CSR activities in Financial Year 2022-23. The spend during the year was as per the MCA directive to the Company to spend the unspent CSR obligation of '' 229 Mn for Financial Year 2017-18 in 8 equal instalments over 8 quarters, commencing from April 2021. Accordingly, the Board of the Company had passed a resolution to spend the unspent CSR obligation for Financial Year 2017-18 in eight equal quarters beginning from April-June 2021. During Financial Year 2022-23, Company has spent the remaining amount of '' 115 Mn and with this the unspent CSR obligation for Financial Year 2017-18 has been completed.

The CSR activities undertaken out of the contribution positively impacted the lives of around 26 Lakh people directly across 21 States through multiple initiatives undertaken in the domains of (a) education, (b) financial literacy, (c) empowerment of women, (d) agriculture & livelihood, (e) eradication of poverty. Your Company continued the projects of previous year which were of the duration of two years and also leveraged the technology platforms that have been developed during the course of the projects.

The Company''s key objective is to actively contribute to the social and economic development of the communities by leveraging technology and purposeful innovation to catalyze social prosperity, digital literacy and inclusivity. Your Company during the reporting year continued the support to 1.6 lakh farmers in Madhya Pradesh, Maharashtra, Rajasthan and Uttar Pradesh towards the much appreciated Smart Agri project where loT solutions have been deployed for realtime inputs by farmers in their farm fields. Additionally, during the year 20,000 farmers were supported under the project in Varanasi. Similarly under Education, Financial Literacy and Women Empowerment support continued. Your Company during the year conducted the impact assessment of the projects. The impact assessment finding has shown 70% increase in the income of the smart agri project farmers, 93% Jigyasa project teachers are using ICT tools in teaching, 99% students of scholarship have reported that the scholarship helped to shape their ambition, 83% beneficiaries of Jaadu Ginni Ka project have reported improvement in awareness of digital financial services etc. Your Company continued the engagement with key stakeholders and during the India

Mobile Congress showcased the importance of loT solutions through mobile technology to address the agriculture related issues.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ''Annexure B'' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

Directors'' Responsibility Statement

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

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

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

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

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

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

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

Directors and Key Managerial Personnel

During the year under review, Mr. Himanshu Kapania stepped down as Chairman of the Board whilst continuing to be a Non-Executive Director of the Company w.e.f. August 18, 2022.

Mr. Ravinder Takkar expressed his desire to step down from the position of Managing Director & Chief Executive Officer on completion of his term and continue to be a Non-Executive Director on the Board of the Company w.e.f. August 19, 2022. Accordingly, the Board decided to appoint Mr. Ravinder Takkar, as Chairman of the Board in place of Mr. Himanshu Kapania with effect from August 19, 2022.

Further, Mr. Arun Thiagarajan completed his second term as an Independent Director of the Company on August 26, 2022 and consequently retired from the Board. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Arun Thiagarajan in the deliberations of the Board and Committees during his tenure as Director.

The Board, based on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Anjani Kumar Agrawal as an Independent Director (Non-Executive) with effect from August 27, 2022 for a period of three years. The same was confirmed and approved by the members of the Company at the 27th Annual General Meeting held on August 29, 2022.

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

Post the year end, Mr. K.K. Maheshwari (representing Aditya Birla Group) resigned from the Board of the Company with effect from April 19, 2023. Further, Mr. Diego Massidda (representing Vodafone Group) resigned from the Board of the Company with effect from May 25, 2023. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. K. K. Maheshwari and Mr. Diego Massidda in the deliberations of the Board during their tenure as Director(s).

The Board based on the recommendation of the Nomination & Remuneration Committee appointed Mr. Kumar Mangalam Birla as an Additional Director (Non-Executive and Non-Independent), representing Aditya Birla Group effective April 20, 2023, who holds the office till the date of the ensuing Annual General Meeting (AGM). The Nomination and Remuneration Committee also

appointed Mr. Sateesh Kamath as an Additional Director (Non-Executive and Non-Independent), representing Vodafone Group effective May 25, 2023, who will hold office till the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Mr. Kumar Mangalam Birla and Mr. Sateesh Kamath as Director(s) at the AGM. Accordingly, the Board recommends their appointment.

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

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

Mr. Akshaya Moondra, Chief Financial Officer of the Company was elevated to the position of Chief Executive Officer with effect from August 19, 2022 upon resignation of Mr. Ravinder Takkar. Further, Mr. Murthy GVAS who was the Finance Controller and Head Taxation, was appointed as Interim Chief Financial Officer of the Company w.e.f. February 15, 2023.

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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Akshaya Moondra, Chief Executive Officer, Mr. Murthy GVAS, Chief Financial Officer and Mr. Pankaj Kapdeo, Company Secretary.

Board Evaluation and Familiarization Programme

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspectives or inputs regarding

the growth or performance of your Company, among others. The evaluation parameters and the process have been explained in the Corporate Governance Report forming part of the Annual Report of the Company. The Nomination & Remuneration Committee have laid down the manner in which formal evaluation of the performance of the Board, its Committee and Individual Directors has to be made. The Board has carried out the Annual Performance Evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations.

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

Remuneration Policy

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

The policy was formulated by the Nomination and Remuneration Committee in terms of Section 178(3) of the Companies Act, 2013 and it also includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters. A copy of the said policy is available on the website of the Company https://www.myvi. in/investors/corporate-goverance.

Dividend Distribution Policy

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

Board Meetings

During the year, eleven meetings of the Board of Directors were held. The details of the meetings and the attendance

of the Directors are provided in the Corporate Governance Report. Further, maximum interval between two meetings of the Board of the Directors has not exceeded 120 days.

Board Committees

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

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Capital Raising Committee

7. Finance Committee

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

Contract and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the Financial Year with the related parties are detailed in the Note 57 of the Standalone Financial Statements were in ordinary course of business and at an arm''s length basis.

The related party transaction which are considered material during the year is the existing arrangement with Indus Towers Limited (Indus), which provides Passive Infrastructure Services and related operations and maintenance services to various telecom operators in India, including your Company. Indus is continuing as a related party, as the same is a Joint Venture of the Promoter Group.

Indus is currently one of the world''s largest independent passive infrastructure providers. Your Company had entered into a Master Service Agreement (MSA) with Indus in 2008 (which has been amended from time to time) for availing passive infrastructure services provided by them in certain service areas. The MSA requires individual tenancy service contracts to be executed for each passive infrastructure site, the terms of which vary depending on the location, type of site, number of existing tenants, etc. and contain lock in period for ensuring continuity. Such terms are

similarly applicable to all other telecom providers having arrangement with Indus. The details of the material related party transaction with Indus for the Financial Year ended March 31, 2023 is provided in Form AOC-2, which is attached as ''Annexure C'' to this report.

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

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

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

Particulars of Loans, Guarantees and Investments

As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company. The details of such loans made and guarantees given are provided in the standalone financial statements. Also, particulars of investments made by the Company are provided in the notes to standalone financial statements.

Vigil Mechanism - Speak Up policy

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

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

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

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the [email protected].

Statutory Auditors

The members of the Company pursuant to the recommendation of the Audit Committee and the Board of Directors; had at the 27th Annual General Meeting held on August 29, 2022, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Firm Registration No. 101049W/E300004, as the Statutory Auditors of the Company for another period of five years till the conclusion of 32nd Annual General Meeting of the Company to be held in the Calendar Year 2027. Consequently, the existing Statutory Auditors have been re-appointed for another term pursuant to Section 139(2) of the Act.

Auditors'' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors'' Report on the Financial Statements including the emphasis of matter relating to the Company''s financial condition as at March 31, 2023 and its debt obligations due for the next 12 months, which has impacted the Company''s ability to generate the cash flow that it needs to settle/refinance

its liabilities as they fall due, which along with its financial condition is resulting in material uncertainty that casts significant doubt on the Company''s ability to make the payments mentioned therein and continue as a going concern. The report does not contain any qualification, reservation, disclaimer or adverse remarks.

Note 4 to the standalone financial statements covers the Material Uncertainty Related to Going Concern issue and the comments under para xix of Annexure 1 to the Independent Auditors'' Report, the clarification of which is self-explanatory. The Board believes that the Company''s ability to continue as a going concern is dependent on raising additional funds as required, successful negotiations with lenders and vendors for continued support and generation of cash flow from operations that it needs to settle its liabilities as they fall due. Pending the outcome of the above matters, these financial statements have been prepared on a going concern basis. As of date, the Company has met all its debt obligations.

Further, with regard to the comment under para i(a)(A) and i(b) of Annexure 1 to the Independent Auditors'' Report relating to updation of situation and quantitative details relating to certain property, plant and equipment being relocated and physical verification of property, plant and equipment, it is reported that the Company had undertaken a large scale network integration activity in earlier years. Following completion of the said exercise, the Company had initiated the process of reconciliation of these property, plant and equipment, including updation of quantitative and situation details thereof in its records, which is likely to complete in the current year.

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

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in Board''s Report under Section 143(12) of the Act.

Cost Audit and Cost Auditors

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

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company on the recommendation of the Audit Committee appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2023. The Cost Auditors will submit their report for Financial Year 2022-23 within the timeframe prescribed under the Companies Act, 2013 and rules made thereunder. The Cost Audit report for the Financial Year 2021-22 did not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of Audit Committee, has re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for Financial Year 2023-24.

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

Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2023. The report of the Secretarial Auditor is annexed to this report as ''Annexure F''. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.

As per Regulation 24A of the Listing Regulations, material unlisted subsidiaries of a listed entity incorporated in India is required to annex a Secretarial Audit Report issued by a Company Secretary in practice. Due to networth of the Company being negative, Vodafone Idea Communication Systems Limited, Vodafone Idea Shared Services Limited

and Vodafone Idea Manpower Services Limited were material subsidiaries of the Company. In compliance with the requirement, the Secretarial Audit Report of material subsidiaries is attached as Annexure F-1 to F-3 to the Annual Report.

Compliance with Secretarial Standards

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

Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for Financial Year 2022-23 is uploaded on the website of the Company and can be accessed at https://www.myvi.in/investors/annual-reports.

Sustainability Journey

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

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

Our primary focus has been on reducing energy cost and minimizing environmental impact of the Company''s operations. We prioritize adaptability, agility and foresight to ensure that our business models, operations, acquisitions and projects are not locked into unsustainable paths. Our sustainability journey gets complimented with our corporate responsibility agenda which is directed towards addressing some of India''s critical social and developmental challenges in both rural and urban communities using the inherent potential and reach of the mobile technology and platform and reducing the environmental impact with increasing preference and usage of digital.

We are fully committed towards creating value for all stakeholders from customers to partners, to employees, to communities and to the larger planet. We achieve this

through our passion for customer satisfaction, supporting our partners as they build capacity, engaging with and valuing our employees in an inclusive agenda to instill pride in the work we do and develop sustainable business practices. This is being done with our responsible support towards digital inclusion as a national goal and in continuing with our practices of community development in areas like education & skilling, women empowerment and agriculture.

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

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2022-23, 8 complaints

pertaining to sexual harassment were received and as on March 31, 2023, 6 have been resolved and

remaining 2 complaints are under investigation. PoSH awareness campaign helped in reinforcing awareness amongst employees. IC Committee members and HR colleagues have been trained on PoSH compliance.

Other Disclosures

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

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

- There was no revision in the financial statements.

- Your Company has not issued any sweat equity shares.

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

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

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers,

technology providers, equipment suppliers, value added service partners, all the business associates and above all our subscribers for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment.

For and on behalf of the BoardRavinder Takkar Himanshu Kapania

Non-Executive Chairman Non-Executive Director

(DIN : 01719511) (DIN : 03387441)

Place : Mumbai Date : May 25, 2023


Mar 31, 2022

We have pleasure in presenting the Twenty Seventh Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2022.

Company Overview

Your Company, a partnership between two strong promoters Aditya Birla Group and Vodafone Group, is a major telecommunications operator in India, offering voice, data, enterprise services and other Value Added Services (“VAS”), including Short Messaging Services, Digital Services, Internet of Things (IoT) etc. As of March 31, 2022, the subscriber base of your Company stands at 226.1 Mn (on VLR), with the subscriber market share on VLR stands at 22.1%. The Wireless Revenue Market Share (RMS) on the basis of Gross Revenue (GR) for your Company stands at 19.9% for the third quarter of Financial Year 2022.

Your Company provides Voice and Data services on 2G, 3G and 4G technologies across all 22 service areas and has strong spectrum portfolio and network footprint to support the increasing demand for both, data and voice services. Your Company has a large spectrum holding comprising 1,768.4 MHz spectrum across 22 circles, of which 1,738.4 MHz is liberalised spectrum which can be used towards deployment of any technology.

Your Company''s mobile telecommunication services cover more than 1.2 billion Indians. As of March 31, 2022, your Company has 455,264 broadband (3G 4G) sites and all of its 4G sites are VoLTE enabled, offering a better customer experience. Your Company provides Voice over WiFi (VoWiFi) in several circles which will be gradually expanded to rest of the country. The 4G network is spread over 338,000 towns and villages and covers more than a billion Indians. Your Company has been deploying Dynamic Spectrum Re-farming (DSR), Massive Multiple-Input Multiple-Output Sites (MIMO) and Small cells to maximize spectrum efficiency. Additionally, your Company has been actively deploying 4G/LTE on TDD band of 2300 MHz and 2500 MHz spectrum band to expand its data capacity as well as on 900 MHz band to improve customer experience in dense areas.

Your Company also derives revenue from carrying India inbound ILD traffic through arrangements with other mobile telecommunication companies and long distance carriers operating outside India. Your Company is also a leading player in offering Business (Enterprise) services to customer across sectors. Your Company has a portfolio of ~289,000 km of Optical Fibre Cable (OFC), including own built and Indefeasible Right of Use (IRU) OFC, excluding overlapping routes between erstwhile Vodafone India and Idea Cellular.

The brand HI, launched in September 2020, continues to garner strong awareness and building brand affinity across all customer segments in the country. Your company continues to make extensive progress on the marketing front by communicating key differentiators, entering into various alliances to enhance its offerings to customers as well as introducing various innovative products and services both for retail and enterprise customers, l/l is building a competitive advantage by increasing customer engagement and heralding a new Digital Ecosystem with the introduction of Music, Games, Jobs & Education Services, which is expected to be further expanded over a period of time. Vi GIGAnet continues to offer superior network experience on both, data and voice, as reflected in top rankings on 4G download speeds in independent external reports and TRAI “MyCall” app data respectively. Your Company has one of the largest DSR (Dynamic Spectrum Refarming) deployment, India''s largest AI-powered Massive MIMO sites along with advanced cloud deployment across Core Network locations Pan-India making it a 5G ready network.

Your Company''s vision is to ‘Create world class digital experiences to connect and inspire every Indian to build a better tomorrow''. To achieve this end, your Company is developing world-class infrastructure to introduce newer and smarter technologies, making both retail and enterprise customers future ready with innovative offerings, conveniently accessible through an eco-system of digital channels as well as extensive on-ground presence.

Financial Results and Summary

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

The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2022 are summarized as follows:

('' Mn)

Particulars

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Income from sale of goods and services

382,024

416,589

384,984

419,382

Other Operating Income

183

138

171

140

Other Income

975

2,584

1,294

1,742

Total Revenue

383,182

419,311

386,449

421,264

Operating Expenses

227,872

252,442

224,794

250,065

EBITDA

155,310

166,869

161,655

171,199

('' Mn)

Particulars

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Depreciation and Amortisation

228,575

229,062

235,843

236,385

EBIT

(73,265)

(62,193)

(74,188)

(65,186)

Interest and Finance charges

209,734

179,916

209,808

179,981

EBT

(282,999)

(242,109) (283,996)

(245,167)

Exceptional Items (Net)

627

(221,036)

1,643

(199,681)

Share of JV/Associates

-

-

12

2,314

Profit / (Loss) Before Tax

(282,372)

(463,145) (282,341)

(442,534)

Taxes

-

(208)

113

(203)

Profit / (Loss) after Tax

(282,372)

(462,937) (282,454)

(442,331)

Other Comprehensive Income, net

89

(4,152)

89

368

of tax

Total Comprehensive Income

(282,283)

(467,089) (282,365)

(441,963)

Standalone revenue of your Company stood at '' 382,207 Mn, a decrease of 8.3% over previous year. The EBITDA stood at '' 155,310 Mn, registering a decrease of 6.9% over the previous year. The Net Loss including amount specified in other comprehensive income of the Company for the Financial Year 2021-22 stood at '' 282,283 Mn, vis-a-vis '' 467,089 Mn, for the previous year.

On a consolidated basis, the revenue of your Company stood at '' 385,155 Mn, a decrease of 8.2% over the previous year. The EBITDA at '' 161,655 Mn reflects decrease of 5.6% as compared to the previous year. The Consolidated Net Loss including amount specified in other comprehensive income of the Company stood at '' 282,365 Mn, for Financial Year 2021-22 vis-a-vis '' 441,963 Mn for the previous year.

Operations Review

The Indian wireless industry witnessed testing times as various COVID-19 related restrictions created multiple challenges in ensuring seamless connectivity to millions of Indians, in addition to ongoing challenges of hyper competition and unsustainable tariffs. However, your Company, along with other operators, remained the backbone of the digital infrastructure and allowed the nation to work, learn and connect online.

During the year, all the operators have taken tariff interventions across all prepaid bundled plans, entry level combo voucher plans as well as post-paid plans. While this has helped drive ARPU improvement, tariffs continue to remain unsustainable and need to improve significantly from current levels to improve overall industry health and generate reasonable

returns to promote future investments, including investments towards advance technologies. Though the operating environment continues to remain challenging, the increasing digital penetration, increasing content consumption, especially through video and social media usage and increasing e-commerce, is driving strong demand for high speed connectivity and thus it is a massive opportunity for telecom industry, especially as the pricing has started to revive and likely to improve further in future.

Post realization of merger synergies, your Company had undertaken a cost optimization exercise and realized 90% of the targeted '' 40 Bn annualized opex savings on a run rate basis as of end of Calendar Year 2021. Below are the other ongoing major strategic initiatives to improve your Company''s revenue and profitability as well as to strengthen its overall position in the market:

1. Focused network investments for superior customer experience - Your Company continues to have a focused approach to investments, biased towards the profitable areas, to utilize capex effectively while ensuring that it offers superior customer experience in these areas. Your Company has been driving incremental 4G investments in the 17 priority circles, which contribute 98% of Y/l revenue and 93% of industry revenue. Your Company also has been adding 4G capacity through spectrum refarming in these areas. Your Company has been deploying several 5G ready technologies such as, Massive MIMO, DSR, Cloudification of Core, which are central to its future growth strategy. Your Company has also initiated 5G trials with major network partners and is well prepared to offer 5G services in line with the evolution of 5G ecosystem.

2. Market initiatives to drive ARPU improvement - As

tariff hikes remain crucial to improve the overall industry health, your Company has taken tariff interventions during the year across unlimited bundled plans, combo voucher plans as well as postpaid plans. Your Company has also undertaken several market initiatives to improve ARPU by driving 4G/UL penetration. As a part of the customer excellence drive, your Company has been transforming customer servicing across all touchpoints with a clear focus towards shift to digital. Further, as part of its digital first approach, your Company has renewed its focus on digitalization of distribution channel to completely automate sales process creating seamless and efficient journey for the channel partners.

3. Focusing on Business Services and Fast-Growing Revenue Segments - In line with our stated strategy of transformation from telco to techco, your Company is offering services beyond connectivity and becoming a preferred choice of partner for our customers in their digital journey. Your Company leverages its multi-year relationships with customers and derives tremendous synergies from strength of Vodafone group especially its global leadership in IoT space. While your Company continues to focus on enterprise mobility and fixed line connectivity, your Company is having incremental focus on new revenue streams and strengthening proposition on IoT and cloud service. Your Company thus continues to strengthen partnerships with customers with a range of offerings like Ul Integrated IoT, an end to end IoT solution, Managed SIP, Ul Cloud Firewall Service and wi Business Plus bundled mobility offering.

4. Driving partnerships and digital revenue streams - Your Company has launched several digital initiatives to address the changing requirements of today''s digital society enabling individuals and enterprises to get a range of benefits and value-adds. Vi offers not just enriched connectivity but also an array of digital products and services to complement the core business. On content, one of the key focus areas is to grow your Company''s digital footprint through strategic digital and content partnerships. During the year, your Company has also launched some very exciting propositions in various categories like Music, gaming, education, skilling & health, which are available on the Vi app as part of an integrated access. All these propositions should help us build our digital community increasing customer stickiness. Your Company will thus continue to focus on its platform capabilities to offer deeper integration with its partners for a differentiated experience, create monetization opportunities and truly become an integrated digital service provider.

Following the announcement of the government relief package, your company has reinitiated fund raising exercise with new vigor which will enable the company to achieve its strategic intent. A step in that direction, your Company has raised '' 45 Bn, from Promoters/Promoters Group entities on a preferential basis. Vodafone Group has contributed '' 33.75 Bn and Aditya Birla Group has contributed '' 11.25 Bn. Your company continues to actively engage with lenders and investors for further fund raising.

Your Company has thus been making significant progress on various strategic initiatives and continues to strive towards

transforming from a pure play mobile operator to a truly integrated digital service provider.

Dividend

As your Company has incurred net loss during the Financial Year 2021-22, your Directors have not recommended any dividend for the year.

Transfer to Reserves

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

Changes in Share Capital

During the year under review, the Company raised '' 45,000 Mn by issuing 3,38,34,58,645 Equity Shares of '' 10/- each at an issue price of '' 13.30 per Equity Share on a preferential basis under chapter VII of SEBI (ICDR) Regulations, 2018 to entities belonging to the Promoter/Promoter Group. Consequent to the above preferential issue, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2022 stood at '' 321,188 Mn comprising of 32,118,847,885 Equity Shares of '' 10/- each.

Further during the year under review, the Authorised Share Capital of the Company was increased from existing '' 500,000 Mn to '' 750,000 Mn.

Finance

On a standalone basis, the Company had Cash and Cash Equivalents of '' 14,144 Mn and Fixed Deposits with banks having maturity of 3 to 12 months of '' 2 Mn as on March 31, 2022. The Company''s net debt as on March 31, 2022 increased by '' 95,164 Mn to '' 1,896,593 Mn as compared to '' 1,801,429 Mn last year.

On a consolidated basis, the Company had Cash and Cash Equivalents of '' 14,532 Mn and Fixed Deposits with banks having maturity of 3 to 12 months of '' 57 Mn as on March 31, 2022. The Company''s net debt as on March 31, 2022 increased by '' 95,015 Mn to '' 1,894,588 Mn as compared to '' 1,799,573 Mn last year.

The Department of Telecommunications (DoT) had, vide its communication dated October 14, 2021 (DoT Communication), provided various options to the Company in connection with Telecom Reforms Package. The options that were made available to the Company pursuant to the aforesaid DoT Communication, were as under:

(a) Defer payment of Spectrum Auction Instalments due upto 4 years with immediate effect, excluding the instalments due in respect of Spectrum Auction 2021;

(b) One-time opportunity to opt for deferment of AGR related dues as determined by Hon''ble Supreme Court in the AGR case, by a period of 4 years with immediate effect.

(c) One-time opportunity to exercise the option of paying interest for the 4 years of deferment on the deferred spectrum instalments and AGR dues by way of conversion into equity of the NPV of such interest amount.

The Company has availed all the above options. Accordingly, there has been no payment of Spectrum and AGR dues installment to DoT in Financial Year 2021-22.

All other scheduled loan repayments were made on respective due dates, including Non-Convertible Debentures aggregating to '' 60,000 Mn were fully redeemed on respective maturity dates between December 2021 and February 2022.

During this year, the Company has availed a Short Term Loan of '' 22,500 Mn, which has been repaid fully post March 31, 2022. The Company had also availed a Long Term Loan of '' 5,000 Mn.

Credit Rating

On the 13th August 2021, CARE downgraded the Company''s rating with respect to Long Term Bank Facilities and certain Non-Convertible Debentures to ‘CARE B- (Credit Watch with negative implications) [previous year end rating ‘CARE B (Credit Watch with negative implications'')]. On February 1, 2022, CARE upgraded the Company''s rating with respect to Long Term Bank Facilities and certain Non-Convertible Debentures to ‘CARE B (Stable).

Consequent to full repayment of certain Non-Convertible Debentures the credit ratings issued on these instruments by Brickworks have been withdrawn.

Capital Expenditure

On a standalone basis, the capital expenditure (including capital advances and excluding RoU assets and Spectrum) incurred was '' 34,232 Mn in the Financial Year 2021-22.

On a consolidated basis, the capital expenditure (including capital advances and excluding RoU assets and Spectrum) incurred was '' 36,503 Mn in the Financial Year 2021-22.

Fixed Deposits

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

Significant Developments• Government Reform Package

On September 15, 2021, the Government announced a comprehensive reform package for the Indian telecom sector including measures to address the structural, procedural and liquidity issues. To address the immediate liquidity concerns of the sector, Government has provided an option of up to four years of moratorium on AGR dues and spectrum instalments due between October 2021 and September 2025 with an option to convert interest arising from such deferment into equity upfront. Your company has already opted for deferment of Spectrum and AGR dues as well as conversion of interest arising from such deferment into equity. Other reforms include clarity on AGR definition, reduction in bank guarantees, removal of penalty and reduction of interest for delay in payment of LF and SUC etc. All these reforms are expected to provide long term benefit to all the operators, including the company. The reforms package and the implementation has been welcomed by all the company stakeholders including the banks and investors.

Your Company had opted for 4 years of deferment for both Spectrum and AGR dues in October 2021. This will provide liquidity support and direct the cash flow generation towards capex investment. Further, on 10th January 2022, the Board of your Company also approved the upfront conversion of the full amount of interest arising due to deferment of spectrum instalments and AGR dues into equity. NPV of this interest is '' 161.33 billion. The conversion of this DoT debt to equity will reduce the overall debt of the Company.

• TRAI Consultation paper on 5G Spectrum

The TRAI had initiated consultation on 5G pricing during the year where all the operators had requested the pricing of 5G spectrum to be reduced by 90-95% and were seeking lenient payment terms like no upfront payments, to enable them to direct the cashflows towards 5G network investments. TRAI has incorporated several of the operators'' requests and the pricing for 5G spectrum has come down by ~35%. Your Company continues to engage with TRAI and DoT on this matter and auctions are expected to happen during the Financial Year 2022-23.

• Preferential Issuance of Equity shares to Promoter Entities

The Board of Directors of the Company on March 3, 2022 approved capital raise of (a) '' 45,000 Mn through a preferential allotment to the Promoter Group entities and (b) up to '' 100,000 Mn through equity or equity linked instruments.

The preferential allotment was approved by shareholders in the Extraordinary General Meeting held on March 26, 2022 and on March 31, 2022 3,38,34,58,645 Equity Shares of face value of '' 10/- each at an issue price of '' 13.30 per share (including premium of '' 3.30 per share) which is at a premium compared to floor price as per SEBI ICDR Regulation, for an aggregate consideration of '' 45,000 Mn, were allotted to Promoters/Promoters Group entities on a preferential basis. Vodafone Group (through Euro Pacific Securities Ltd. and Prime Metals Ltd.) has contributed '' 33,750 Mn and Aditya Birla Group (through Oriana Investments Pte. Ltd.) has contributed '' 11,250 Mn. As a result of this preferential allotment, the aggregate shareholding of the Promoter Group in your Company has increased from 72.05% to 74.99%.

• AGR Matter

The Hon''ble Supreme Court on October 24, 2019 along with supplementary order dated July 20, 2020 and final order dated September 1, 2020 delivered its judgment (together referred to as “AGR Judgment") upholding the view considered by Department of Telecommunications (“DoT") in respect of the definition of Adjusted Gross Revenue (“AGR") (“AGR Judgment"). The order upheld the principal demand, levy of interest, penalty and interest on penalty. This AGR Judgment has significant financial implications on the Company.

On July 20, 2020, the Hon''ble Supreme Court, after hearing all parties, observed that the amount to be recovered (preliminary assessed) given by DoT in its modification application are taken to be as final amount and there can be no dispute raised about it. The Company during the year paid further sum of '' 10,000 Mn and accordingly, the total payment as at March 31, 2021 (including the payment of '' 68,544 Mn paid during year ended March 31, 2020) towards the dues following this AGR Judgment stands at '' 78,544 Mn.

Subsequent to the same, the Hon''ble Supreme Court vide its final order dated September 1, 2020, has inter-alia directed that for the demand raised by the DoT in respect of the AGR dues based on the judgment of this Court, there shall not be any dispute raised by any of the Telecom Operators and that there shall not be any reassessment; the Telecom Operators shall at the first instance, make the payment of 10% of the total dues as demanded by DoT by March 31, 2021 and thereafter, Telecom Operators to make payment in yearly instalments commencing from April 1, 2021 to March 31, 2031 payable by 31st March of every succeeding financial year. The cumulative amount paid by the Company of '' 78,544 Mn exceeded 10% of the total liability, and accordingly the Company filed an affidavit with Hon''ble Supreme Court including the compliance letter confirming payment of 10% of the total dues along with an undertaking to pay the arrears as per the Court judgement from FY 21-22 onwards.

The Company had on August 10, 2021 filed a review petition with the Hon''ble Supreme Court for considering to hear the modification application on correction of manifest / clerical / arithmetic errors in the computation of AGR demands which is still pending to be heard.

The Union Cabinet on September 15, 2021 approved major structural and process reforms in the telecom sector to boost the proliferation and penetration of broadband and telecom connectivity. Further to address liquidity requirements, the Cabinet has also approved deferment of AGR dues which are payable in annual instalments as determined by the Hon''ble Supreme Court for up to four years without any change in the instalment period and deferment of spectrum auction instalments payable from October 1, 2021 to September 30, 2025 excluding the instalments due for spectrum auction conducted in 2021. The DoT also revised the definition of AGR effective October 1, 2021 to exclude non-telecom revenues. On October 14, 2021, DoT issued the required notifications giving an option for moratorium of Spectrum instalment and AGR dues to be confirmed by the Company on or before October 29, 2021. It also provided a period of 90 days to confirm upfront conversion, if any, of the interest amount arising due to such deferment into equity. The Company has conveyed its acceptance for

the deferment of Spectrum auction instalments & AGR dues by a period of four years with immediate effect and has also requested for inclusion of the amounts after the affidavit period till AGR judgement of 2019 to be covered by the cabinet relief package.

At its meeting held on January 10, 2022, the Board of Directors approved the conversion of the full amount of such interest on the deferred instalments related to deferred annual spectrum liabilities and AGR dues into shares in the company, either ordinary and / or preference, at the discretion of government. Subsequently on March 31, 2022, DoT has computed the Net Present value (NPV) of the interest liability on moratorium period amounting to '' 161,331 Mn towards AGR dues (as per Hon''ble Supreme Court affidavit dated September 1, 2020) and deferred annual Spectrum liabilities respectively as on the date of exercise of option i.e. January 10, 2022, which the Company has confirmed on April 14, 2022. Further the accounting of such conversion will happen upon the completion of the process concluding with the actual issue of shares. Such conversion will result in dilution to all the existing shareholders of the Company, including Promoters.

• One-time Spectrum Charge Matter

In respect of levy of One Time Spectrum Charge (‘OTSC''), the DoT has raised demand on the Company and erstwhile Vodafone India Limited (VInl) and Vodafone Mobile Services Limited (VMSL) in January 2013 for spectrum beyond 6.2 MHz in respective service areas for retrospective period from July 1, 2008 to December 31, 2012 and for spectrum beyond 4.4 MHz in respective service areas effective January 1, 2013 till expiry of the period as per respective licenses. In the opinion of the Company, the above demand amounts to alteration of financial terms of the licenses issued in the past and therefore the Company filed a petition in the Hon''ble High Court of Bombay, which vide its order dated January 28, 2013, had directed the DoT to respond and not to take any coercive action until the next date of hearing. Similarly erstwhile VInl and VMSL had filed a petition before the Hon''ble TDSAT. Hon''ble TDSAT vide its order dated July 4, 2019 held that for spectrum below 6.2 MHz, OTSC is not chargeable and accordingly demand is set aside. For spectrum beyond 6.2 MHz, if spectrum is allotted after July 01, 2008,

OTSC shall be levied from the date of allotment of such spectrum and if spectrum is allotted before July 01, 2008, OTSC shall be levied from January 01, 2013 till the date of expiry of licenses and ordered DoT to issue revised demands, if any, as per terms of direction given. The Company filed an appeal before the Hon''ble Supreme Court against the Order of the TDSAT. On March 16, 2020, Hon''ble Supreme Court dismissed the petition filed by the Company challenging the levy of OTSC beyond 6.2 MHz. Following the dismissal of the Company''s appeal by the Hon''ble Supreme Court, the Company is yet to receive any demand from DoT in line with the TDSAT order. DoT preferred an appeal against the TDSAT judgement and sought stay on the impugned judgement. The matter is currently being heard in Hon''ble Supreme Court and the Central Government is reviewing and/or re-considering the decision to proceed with the present proceedings of appeal.

Brand Overview

The new & unified brand ill, of your Company completed a year and celebrated the anniversary with its customers, trade & employees. It has already garnered strong awareness and continues to build brand affinity & consideration across all customer segments in the country.

Your brand''s health has improved significantly as reflected in brand NPS as well as on key KPIs like Spontaneous Awareness, Total Awareness and Non User Consideration. It has also shown significant improvements across all other brand Imagery parameters. Further, from being at rank 3, your Company is now leaders on the aspects of Customer Service, Price and Setup as well as joint leaders on Network, Digital and Emotional Connect.

Your Company''s achieved top rankings across various third party reports on both data and voice, including the highest rated voice quality in the country as per TRAI''s “MyCall” app data for 15 out of 17 months between November 2020 and March 2022.

Marketing and other initiatives

During the year under review, your Company made extensive progress on the marketing front by communicating and differentiating, by entering into various alliances, and by introducing various innovative products and services. Some of these are:

• Building a competitive advantage by leveraging the Ookla certification of being the Fastest 4G in the country, your company launched the #SpeedSeBadho campaign - that showcases how one could thrive in life by getting ahead with speed using Vi powered by GIGAnet- the fastest 4G of India. To engage with customers, we launched #SpeedSeBadho challenge on social wherein through a fun filter, people experienced the speeds of GIGAnet. The campaign was extensively promoted on TV & Digital.

• The next phase of #SpeedSeBadho showcased stories of how digital creators are growing with Vi during IPL and the campaign was extensively promoted on TV & Digital.

• Leveraging the coveted Fastest mobile network of India 2021 award by Ookla®, your Company built on the next leg of #SpeedSeBadho by showcasing how one could always find a way when they have speed at hand. The campaign was extensively promoted on TV & Digital. These differentiated campaigns helped build strong brand consideration and network perception.

• With the need for data increasing with each day and to build a competitive advantage by talking about the differentiated offerings, your Company positioned the pack offering “Unlimited Night Data" and “Weekend Data Rollover" as Hero Unlimited Packs and an impactful campaign was launched to highlight these benefits quirkily by Vinay Pathak. The campaign was extensively promoted on TV & Digital & on ground.

• With an objective to increase customer engagement and herald a new Digital Ecosystem, your Company transitioned Vi app into multifaceted app which now provides its customers Movies & Live TV, Music, Games, Jobs and Education Services and more in addition of doing recharges and payments.

• Vi Movies & TV - our OTT app has been integrated with Vi app giving customers access to their favorite shows & movies right on Vi app itself. And, to provide the best in class content, the Company partnered with various content creators and OTT apps like Zee5, Voot Select, Fireworks, SunNXT, Shemaroo Me, Colours, Lionsgate Play, Hungama, TV Today, Discovery and others. The app provides a range of content including Movies, TV shows & Live TV from over 400 TV channels, Original shows and short format videos in 16 languages.

• With the objective of driving high-end/heavy data users with premium content, the Company also has product bundling tie ups with leading content providers like Amazon Prime, Hotstar, and Netflix.

• Vi partnered with Hungama Music to offer our customers ad-free music with unlimited downloads. This was extensively promoted on TV, digital, PR & for a 360 integrated campaign packing impact. It was further supported with a Valentine''s contest to create user generated playlist and an AI filter that suggests you songs basis your mood and an extensive influencer campaign with celebrity singers.

• Next your Company launched Vi Games, in partnership with Nazara Digital, a casual gaming portal with 1000 games including exclusive titles from Disney & Pixar. We also organized, Vi Play Along - a gaming tournament of sorts during IPL to meaningfully engage with cricket lovers.

• Your Company also launched Jobs & education proposition on the Vi app, in line with our brand philosophy of enabling our customers to thrive, by partnering with 3 marquee start-ups - Apna (now a unicorn), Enguru and Pariksha. These propositions are specifically targeted at Bharat Youth with the aim of enabling them to have an equal opportunity of access to services like finding jobs & professional networking, learning to speak English and prepare of government exams.

• India is a cricket loving nation and IPL gives a great opportunity to connect with customers and therefore the brand co-sponsored IPL on the Star sports broadcast network. To engage with the users, increase usage of the website and app, a digital campaign “Vi Fan of the Match" was launched. This campaign led to Vi becoming the buzziest brand and generating strong engagement amongst the users.

• In line with your Company''s strategy of accelerating our unlimited base & 4G adoption through attractive content propositions, your Company continued to promote the Hotstar pack for prepaid users during IPL and was promoted on digital & offline.

• With the completion of a year since the launch of HI, your Company celebrated the 1st anniversary as ‘Vi day'' to engage with the customers and retailers by delighting them with gifts. The campaign was done on ground as well as on digital.

• Through the year, Vi engaged with its users on social media via various topical campaigns around events such as Friendship Day, Diwali (#LookUp), Children''s Day, Christmas and Holi etc. Some of these were also extended to Vi Retail stores. All these helped in driving positive sentiments and buzz for the brand keeping it on top of the mind of the users and also build a stronger brand affinity.

• Your Company also commissioned a state-of-the-art Consumer & Marketing Analytics Platform - India''s 1st Big Data AI/ML & Advanced Cloud Analytics Platform among Telcos, which now gives us the capability to compute and process at scale apart from the ability to also access open source knowledge banks. This essentially means that going forward we are increasingly going to entrust the task of defining the next best action to machines.

Big Data, Advanced Analytics (Artificial Intelligence

& Data Science) and Business Intelligence Edge

• Vi launched India''s 1st Big Data AI/ML Cloud Advanced Analytics Platform over AWS Cloud enabling smarter and faster Marketing interventions & plan recommendation generated by our Data Science & AI/ML based predictive & prescriptive models especially for UL Recruitment, UL Renewals, Churn Reduction and Digital Adoption/ Engagement and is indeed a step taken forward in our journey of transition from Telco-Techco.

• Our Artificial Intelligence & Data Science driven Big Data Analytics platform brings in Massive Parallel Processing & Compute Capability enabling faster GTM along with Speed, Scale capability across multiple AI/ML Models to run on Pan-India subscriber base at once.

• Today our Big Data Analytics Platform enables enhanced Customer Acquisition, Engagement, Retention, Digital/ Vi App Adoption/Engagement, Churn Reduction, Upsell/ Cross-Sell, Data Monetization, Text/Social Media/ Sentiment Analytics and accelerates migration of 2G/3G subscribers to 4G as part of our both ARPU & market share growth strategy.

• GTM time for AI/ML Models execution reduced from monthly to weekly frequency and now has capability to perform near Real-time Predictive & Prescriptive Analytics at scale. This also enhances our capability to apply Deep Learning Algorithms over large volume of Data concurrently instead of just experimenting with conventional Ensemble Machine Learning Algorithms

thereby enabling better and scalable campaign performance.

• The deployed Big Data Analytics Platform over AWS Cloud has the most cost effective architecture that leverages both Data Lake & AWS Cloud storage & compute components optimally to keep the cost as low as possible. CAPEX reduced almost to Zero with OPEX flexible and elastic to incorporate additional business impacting AI/ML Models that have high Business impact/value.

Our Core Business Intelligence team completed one of the world''s largest Telco Data lake integration enabling quality master data management over Hadoop Data lake Ecosystem along with massive cost reduction enabling sunset of high cost licensed data warehousing tools Netezza & DB2. Our Data Lake supports almost all the functions with data, analytics & decision support.

Partnerships & Alliances

• Vi Business has expanded its range of digital propositions for small and medium businesses, along with the best of partner offerings. In partnership with Google Cloud India, Vi Business Plus, corporate postpaid mobility proposition offers Google Workspace solutions for SMEs and start-ups in order to help them strike the right balance between business objectives and employee flexibility. Vi Business is the first & only telecom company in India to offer Managed SIP service, with high security, resilience, customization, flexibility and best in class features in business communication services for businesses. The digital propositions such as Cloud Firewall and Managed Security Services help businesses adopt digital in a safe and secure manner, foster remote working while ensuring workforce safety and promote employee collaboration.

• Vi Business is creating a multi cloud marketplace through its own assets and strategic partnerships in order to accelerate digital transformations for enterprises.

• With its focus on empowering businesses to grow and reinvent in a dynamic digital ecosystem, we are working with partners and customers to build Private LTE solutions to drive Industry 4.0.

• Integrated IoT Solutions

One of the strategic focus areas for your Company has been to strengthen its market leadership in IoT and other emerging technology businesses. Vi Business,

the enterprise arm of your Company, had hence last year strengthened its loT portfolio with the launch of Integrated IoT solutions for enterprises. With this industry first initiative, VIL has become the only telecom company in India to offer a secure end-to-end IoT solution offering that comprises connectivity, hardware, network, application, analytics, security and support. The offering is designed to simplify and accelerate the digital transformation journey for enterprises.

In this one year, Vi Business has successfully implemented Smart Mobility, Smart Infrastructure and Smart Utility I IoT solutions in leading companies across FMCG, Manufacturing, Automotive and infrastructure sectors. In Smart Mobility, the solutions are enabling a leading FMCG company to manage sales & fleet productivity of its foods product. Our Smart Infrastructure solution is enabling a leading denim and apparel manufacturer reinvent and build smart factory with the help of autonomous mobile robots solution deployed in their warehouse; This has resulted in an increased textile production capacity & productivity, removing laborious process of transporting textile materials and thus reduce their damages.

Vi Business also enabled VIL''s own Health, Safety and Wellness (HSW) team by delivering Smart Fleet Management solution which is ensuring better workplace environment for employees, women safety and stress free commute to employees.

Vi Business has been a dominant IoT provider to connected vehicle industry, and has further extended its leadership in automotive, transportation and logistics sectors with Smart Mobility solution. Our solutions are powering several Electric Vehicle (EV) OEMs and Last-mile delivery companies in the EV ecosystem, enabling business critical use cases such as vehicle tracking, battery monitoring, and EV charging station management.

There are similar several other industries which are impacted through our successful Integrated IoT solutions deployments.

• IoT Self-Scan: Framework for IoT Maturity

Highlighting the potential of IoT adoption in manufacturing, Vi Business also launched an IoT Insights report “Vi IoT Self Scan: Framework for accessing IoT maturity" basis its key learnings of working closely with the manufacturing companies. According to the report,

manufacturing companies recognize the business need to build a connected factory ecosystem. Most companies wish to automate their plant operations with IoT in the next few years. IoT Self Scan Report identifies other reasons like production monitoring, planning and scheduling, quality and compliance and process optimization as triggers for manufacturing companies to adopt IoT.

• Vi Business continues to support enterprises, SMEs and COVID-19 vaccine ecosystem with our Techco solutions during the pandemic.

• Vi Business Plus, an industry leading mobility solution, enables today''s mobile workforce to connect, communicate, collaborate and do a lot more with their postpaid plans. The Mobile plans are bundled with Security and location services to help enterprises and businesses balance the corporate and individual needs.

• Vi Business has launched Managed Security Services, in partnership with Fortinet, to serve growing security needs of enterprises as they embrace digital ways of operations.

Awards and Recognitions

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

• Vi was awarded the prestigious ET Telecom Awards 2022 for:

- Best Customer Service

- Social Cause Based Initiative for Vi CSR''s SmartAgri program

• Vi Business won multiple recognition at the CIO Choice Awards 2022 under the following categories:

- Enterprise Mobility Vendor Category - Vi''s Managed Mobility services

- Hardware, Network & Storage Vendor Category -Vi''s Internet of Things (IoT) solutions

- Telecom Services Vendor Category - Best Telecom Carrier

- Mobility Vendor Category - SIP trunk in Enterprise

• Vi Business was awarded the Frost & Sullivan Award 2022 for:

- Best Practices under Indian Cellular IoT Connectivity Service Provider category

- Best Practices Technology Innovation Leadership Award for Indian Session Initiation Protocol (SIP) Trunking Technology

• Vi won the Aegis Graham Bell Award 2022 for Innovation in Supply Chain

• Vi won Corporate Excellence Awards 2022 for ‘Most Active Participation across All Domains'' and bagged Gold for Industry 4.0 & Analytics category for intelligent transport & contract management

• Vi was awarded for Excellence in Pandemic Response by Fintech India Innovation at Fintech India Expo 2022

• Vi was ranked amongst the Top 45 companies in Businessworld India''s Most Sustainable Companies Listing 2022

• Vi was awarded the Ookla Speed Test Award for being the Fastest Mobile Network for the quarters Q1-Q2 2021

• Vi won the Voice & Data Excellence Awards 2021 in the following categories:

- Security: Privacy by Design Framework

- Innovation: Transferable Best Practises Model

- IoT / AI: Policy Compliance Portal

- CSR: Health, Safety & Wellness Training in Logistic Areas

• Vi Business was recognized as the Managed Mobility Solution Provider of the year at Quantic Business Media''s BFSI Excellence Awards 2021

• Vi won the Apex Award 2021 in the Virtual Communication category for Education & Training

• Vi won two awards at the DSCI Excellence Awards 2021. These are:

- Best Security Operations Centre of 2021

- Best Security Leader of 2021

• Vodafone Idea Foundation''s Smart Agri program was awarded the ‘Most Innovative Best Practice'' under ‘Innovations in CSR'' category at the CII DX Awards 2021

• Vi was also recognized at the CII DX Awards 2021 for Innovative Best Practices for Digital Transformation under:

- Innovations in Supply Chain & Logistics - Vi''s Neo Digital Acquisition

- Innovation in Customer Experience - Vi''s Neo Digital Acquisition

- Innovation in Digital Distribution - UPI Auto Pay enablement for Trade Apps

- Innovation in Customer Experience - Vi App

- Innovation in Customer Experience - AI ML powered Chatbot ‘VIC''

• Vi was awarded Bronze for Best Digital Customer Service Experience through VIC Chatbot at the International Customer Service Awards 2021

• Vi won a Bronze at the International Business Awards 2021 (Stevie Awards) for providing exemplary customer experience

• Vi Corporate Communication team was ranked 10th in the Top 30 Corporate Communications Teams in India for 2021 by Reputation Today

• Vodafone Idea Foundation was awarded by the British Business Group for Excellence in CSR category for its SmartAgri initiative

• Vodafone Idea Foundation''s Jigyasa program won the Rotary CSR Awards 2021 for excellence in basic education & literacy

Subsidiaries and Joint Ventures

As on March 31, 2022, your Company has ten subsidiary companies, one joint venture company and one associate company, details whereof are given below:

Subsidiaries1. Vodafone Idea Manpower Services Limited (VIMSL)

VIMSL is engaged in the business of providing manpower services to the Company. During the year under review, the total income stood at '' 684 Mn compared to '' 702 Mn in the previous year.

2. Vodafone M-pesa Limited (VMPL)

VMPL was in the business of Prepaid Payment Instruments (PPI) and Business Correspondence and provided customers with a mobile wallet and money transfer services in the form of M-pesa. VMPL has ceased all operations and surrendered its Prepaid Payments Instruments Licence issued by the RBI under the Payment and Settlement System Act, 2007 with

effect from September 30, 2019 as per the guidance and approval of RBI - Department of Payment and Settlement System (DPSS) and also terminated its Business Correspondence Agreement with ICICI Bank with effect from July 31, 2019.

During the year under review, as per the directives issued by Reserve Bank of India (RBI), Customers were only allowed to withdraw / redeem their existing balances. During the year, VMPL has total income of '' 12 Mn as compared to '' 27 Mn in the previous year.

3. Vodafone Idea Business Services Limited (VIBSL)

VIBSL is an outsourcing hub for backend IT support, data centre operations and hosting services to the Company and its subsidiaries. It also has an OSP business. During the year under review, the total income stood at '' 1,256 Mn as compared to '' 1,609 Mn in the previous year.

4. Vodafone Idea Communication Systems Limited (VICSL)

VICSL is engaged in the business of trading of Mobile handsets, data card and related accessories and services. During the year under review, the total income stood at '' 548 Mn compared to '' 329 Mn in the previous year.

On August 11, 2021, the Board of Directors of VICSL approved the scheme of amalgamation under section 230 to 232 of the Companies Act, 2013 between its wholly owned subsidiary Connect (India) Mobile Technologies Private Limited (CIMTPL) and VICSL for transfer of assets and liabilities of the CIMTPL to VICSL. The scheme has been filed with the NCLT on March 29, 2022. The transaction has not been consummated till March 31, 2022.

5. Connect (India) Mobile Technologies Private Limited (CIMTPL)

CIMTPL is a wholly owned subsidiary of VICSL. During the year under review, the total income stood at '' 6 Mn compared to '' 7 Mn in the previous year.

On August 11, 2021, the Board of Directors of the CIMTPL approved the scheme of amalgamation under section 230 to 232 of the Companies Act, 2013 between its immediate holding company Vodafone Idea Communication Systems Limited (VICSL) and CIMTPL

for transfer of assets and liabilities of CIMTPL to VICSL. The scheme has been filed with the NCLT on March 29, 2022. The transaction has not been consummated till March 31, 2022.

6. Vodafone Idea Telecom Infrastructure Limited (VITIL)

VITIL is engaged in renting out passive infrastructure to telecommunication service providers for hosting their active equipment on existing fibre portfolio of ~168,000 kms. During the year under review, the total income stood at '' 8,142 Mn compared to '' 6,091 Mn in previous year.

7. Vodafone Idea Shared Services Limited (VISSL)

VISSL is an outsourcing hub for Finance & Accounts, Human Resources, Supply Chain Management, Credit & Collection Support, Customer Support and catering to the Information Technology (IT) needs for data consolidation, back end IT support for the Company and its subsidiaries. During the year under review, the total income stood at '' 1,401 Mn compared to '' 1,426 Mn in the previous year.

8. Vodafone Idea Technology Solutions Limited (VITSL)

VITSL is engaged in providing Technology, Software, Hardware, Value Added Services (VAS), Application Software, Contents and related products and services that facilitate and develop access to IT enabled VAS products and services whether on single or multiple platform(s) or operating system(s). VITSL is also engaged in the business of providing Data Centre related services and IT Solutions (including E-SIMs) to its customers. During the year under review, the total income stood at '' 79 Mn compared to '' 57 Mn in the previous year.

9. You Broadband India Limited (YBIL)

YBIL is engaged in providing high speed broadband internet access through cable network, high bandwidth internet broadband services to enterprise segment, infrastructure support to licensed telecommunication service providers. During the year under review, the total income stood at '' 1,568 Mn compared to '' 1,849 Mn in the previous year.

10. Vodafone Foundation (VF)

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

Joint Venture Company Firefly Networks Limited

Firefly Networks Limited (‘FireFly'') is a joint venture with Bharti Airtel Limited, with each partner having equal (50% each) shareholding. The main objective of Firefly is to conduct the business of site acquisition, installation, commissioning, operations and maintenance of Infrastructures at the Hotspots to enable telecommunication and internet service providers, to offer customers Wi-Fi access across the territory. Revenue from operations for the year under review was '' 163 Mn as compared to previous year''s '' 153 Mn. The Board of Directors have resolved to sell the equity held in the said joint venture, subject to all necessary approvals.

Associate Company

Aditya Birla Idea Payments Bank Limited (ABIPBL),

an associate of the Company had decided to wind up business voluntarily on July 19, 2019, due to unanticipated developments in the business landscape of payments bank that have made the economic model unviable. ABIPBL had filed for voluntary winding up before the Bombay High Court and the Hon''ble High Court vide its order dated September 18, 2019, approved voluntary winding up of ABIPBL. ABIPBL is in process of winding-up.

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

Further, pursuant to the said requirement, the financial statements of each of the aforesaid subsidiary companies are available on the Company''s website www.myvi.in and

shall be available for inspection during business hours at the Registered Office of the Company. Any member who is interested in obtaining a copy of the financial statements may write to the Company Secretary at the Registered Office of the Company.

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

Consolidated Financial Statements

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

Risk Management

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

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

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

Detailed discussion on Risks forms part of Management Discussion and Analysis Report which forms part of this Annual Report under section ‘Opportunities, Risks, Concerns and Threats''.

Employee Stock Option Schemes

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company and made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time.

The Board of your Company has also approved broad parameters for implementing a new Employee Stock Option Scheme - 2018 (ESOS-2018), which has also been approved by the members at the Annual General Meeting held on December 22, 2018. The said Scheme is in the process of being implemented. Further, details of plans also form part of Notes to Financial Statements.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company''s website www.myvi.in.

A certificate from M/s. Umesh Ved & Associates, Company Secretaries, Secretarial Auditors, certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations would be placed at the Annual General Meeting for inspection by Members.

Internal Financial Control Systems and its adequacy

Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors and the reviews performed by management and the audit committee, the

Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2021-22.

Human Resource Management

Your Company''s people architecture has been built on the principles of being a consumer centric company with technology as the bedrock. The organization has equipped itself for high change agility, has embedded trust at the foundation of its people agenda, and has adopted digital as the first port of call for all solution building.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Corporate Governance

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

Business Responsibility Report

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

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

The Company has revised the policy on Corporate Social Responsibility (‘CSR'') to include changes based on Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the revised policy was recommended by the CSR Committee and approved by the Board and the same can be accessed on the Company''s website at www.myvi.in.

In view of the losses incurred by the Company during the last three financial years, the Company has no obligation for CSR spend during the Financial Year 2021-22.

However, believing in giving and caring for the underprivileged and inclusion of all, as well as the dispensation of Ministry of Corporate Affairs, your Company spent '' 229 Mn towards CSR activities in Financial Year 2021-22. In view of the continued pandemic, your Company had sought a one-quarter moratorium on the Ministry''s dispensation to spend the unspent CSR obligation for Financial Years 2015-16 and 2016-17 in eight equal quarters beginning from April-June of 2019. MCA had granted your Company an extension of one quarter in disbursement and reporting and the spend has been completed by the Company. Additionally, MCA has directed the Company to spend the unspent CSR obligation of '' 228 Mn for Financial Year 2017-18 in 8 equal instalments over 8 quarters, commencing from April 2021. Accordingly, the Board of the Company had passed a resolution to spend the unspent CSR obligation for Financial Year 2017-18 in eight equal quarters beginning from April-June 2021. During Financial Year 2021-22 Company has spent 4 Quarters obligation of '' 114 Mn.

The Company''s CSR initiatives positively impacted the lives of around 44 Lakh people across 23 States through multiple initiatives undertaken in the domains of (a) education, (b) financial literacy, (c) empowerment of women, (d) agriculture & livelihood, (e) eradication of poverty. Your Company during the second year of the pandemic period kept the project activities on-going using the Technology platforms that have been developed during the course of the project and provided support to COVID-19 affected families by distributing dry ration kits, scholarship to students of affected families. Your Company also provided facilitation support in getting 10 Lakh people vaccinated.

The Company''s key objective is to actively contribute to the social and economic development of the communities by leveraging technology and purposeful innovation to catalyze social prosperity, digital literacy and inclusivity. Your Company during the reporting year expanded the much appreciated Smart Agri project where loT solutions have been deployed for realtime inputs by farmers in their farm field to additional

1.09 Lakh farmers across Uttar Pradesh and Rajasthan and also continued support to 55,000 farmers of previous year. Your Company acknowledging the need of hour provided scholarship to 3,000 students whose families were affected by the pandemic. And also to encourage the meritorious teachers your Company provided scholarship to 300 teachers.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ‘Annexure B'' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

Directors'' Responsibility Statement

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

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

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

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

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

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

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

Directors and Key Managerial Personnel

During the year under review, Mr. Kumar Mangalam Birla, NonExecutive Director and Chairman, who has been heading the Board since June 2006, stepped down from the Board of the Company with effect from August 4, 2021. The Board has elevated Mr. Himanshu Kapania, Non-Executive Director as Chairman with effect from August 4, 2021. The Board places on record its sincere appreciation for the outstanding efforts, contribution, support and above all the vision provided by Mr. Kumar Mangalam Birla, to the Company all along the journey.

Further, Mr. D. Bhattacharya (representing Aditya Birla Group) resigned from the Board of the Company with effect from March 2, 2022. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. D. Bhattacharya in the deliberations of the Board during his tenure as Director.

The Board based on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Sushil Agarwal (representing Aditya Birla Group), as an Additional Director (Non-Executive and Non-Independent) with effect from August 4, 2021 and Mr. K.K. Maheshwari (representing Aditya Birla Group) as an Additional Director (Non-Executive and Non-Independent) with effect from March 3, 2022. The Company had received requisite notice from a member under section 160 of the Companies Act, 2013, proposing the appointment of Mr. Sushil Agarwal and Mr. K.K. Maheshwari as a Director at the General Meeting. The members of the Company confirmed the appointment of Mr. Sushil Agarwal at the Annual General Meeting held on September 29, 2021 and that of Mr. K.K. Maheshwari at the Extra-ordinary General Meeting held on March 26, 2022.

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

Mr. Arun Adhikari (DIN: 00591057) and Mr. Ashwani Windlass (DIN: 00042686) had completed their term of 3 years on August 30, 2021. Ms. Neena Gupta (DIN: 02530640) had also completed her term of 3 years on September 16, 2021. Further, Mr. Krishnan Ramachandran (DIN: 00193357) and Mr. Suresh Vaswani (DIN: 02176528) had also completed their term of 3 years on December 26, 2021 and February 7, 2022 respectively.

Based on the recommendations of the Nomination and Remuneration Committee and being satisfied on the

performance evaluation, considering the background and experience, the Board had subject to the approval of the shareholders, approved the re-appointment of above Independent Directors for a further term of 3 years viz. Mr. Arun Adhikari commencing from August 31, 2021; Mr. Ashwani Windlass commencing from August 31, 2021; Ms. Neena Gupta commencing from September 17, 2021; Mr. Krishnan Ramachandran commencing from December 27,

2021 and Mr. Suresh Vaswani commencing from February 8, 2022. These re-appointments have also been confirmed by the Shareholders by way of special resolutions at the Annual General Meeting held on September 29, 2021 and Extra-ordinary General Meeting held on March 26, 2022.

In addition to the above, Mr. Arun Thiagarajan shall cease to be an Independent Director with effect from August 26,

2022 upon completion of his second term as an Independent Director.

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

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

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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Ravinder Takkar, Managing Director & Chief Executive Officer, Mr. Akshaya Moondra, Chief Financial Officer and Mr. Pankaj Kapdeo, Company Secretary.

Board Evaluation and Familiarization Programme

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspectives or inputs regarding the growth or performance of your Company, among others. The evaluation parameters and the process have been explained in

Board Committees

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

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Capital Raising Committee

7. Finance Committee

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

Contract and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties are detailed in the Note 56 of the Standalone Financial Statements were in ordinary course of business and at an arm''s length basis.

The related party transaction which are considered material during the year is the existing arrangement with Indus Towers Limited (Indus), which provides Passive Infrastructure Services and related operations and maintenance services to various telecom operators in India, including your Company. Pursuant to a Scheme of Amalgamation and Arrangement between Bharti Infratel Limited and Indus, which became effective from November 19, 2020, Indus has been amalgamated with Bharti Infratel Limited and the merged entity is now known as Indus Towers Limited. Indus is continuing as a related party, as the same is a Joint Venture of the Promoter Group.

Indus is currently one of the world''s largest independent passive infrastructure providers. Your Company had entered into a Master Service Agreement (MSA) with Indus in 2008 (which has been amended from time to time) for availing passive infrastructure services provided by them in certain service areas. The MSA requires individual tenancy service contracts to be executed for each passive infrastructure site, the terms of which vary depending on the location, type

the Corporate Governance Report forming part of the Annual Report of the Company. The Nomination & Remuneration Committee have laid down the manner in which formal evaluation of the performance of the Board, its Committee and individual Directors has to be made. The Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations.

The details of programme for familiarization of Independent Directors of your Company is available on your Company''s website www.myvi.in.

Remuneration Policy

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

The policy was formulated by the Nomination and Remuneration Committee in terms of Section 178(3) of the Companies Act 2013 and it also includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters. A copy of the said policy is available on the website of the Company www.myvi.in.

Dividend Distribution Policy

The Board has in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Dividend Distribution Policy. This policy will provide clarity to the stakeholders on the dividend distribution framework of the Company. The Policy sets out various internal and external factors which shall be considered by the Board in determining the dividend payout. The dividend distribution policy is attached as ''Annexure G'' to this report and is also available on the website of the Company www.myvi.in.

Board Meetings

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

of site, number of existing tenants, etc. and contain lock in period for ensuring continuity. Such terms are similarly applicable to all other telecom providers having arrangement with Indus. The details of the material related party transaction with Indus for the Financial Year ended March 31, 2022 is provided in Form AOC-2, which is attached as ''Annexure C'' to this report.

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

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

The policy on Related Party Transactions is uploaded on the Company''s website www.myvi.in.

Particulars of Loans, Guarantees and Investments

As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company. The details of such loans made and guarantees given are provided in the standalone financial statements. Also, Particulars of investments made by the Company are provided in the notes to standalone financial statements.

Vigil Mechanism - Speak up policy

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

The Vigil Mechanism - Speak Up policy is available on your Company''s website www.myvi.in.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

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

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the [email protected].

Statutory Auditors

The members of the Company had at the 22nd Annual General Meeting held on June 30, 2017, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Firm Registration No. 101049W/E300004, as the Statutory Auditors of the Company for a period of five years till the conclusion of 27th Annual General Meeting of the Company to be held in the calendar year 2022. Consequently, the term of the existing Statutory Auditors shall conclude at the ensuing Annual General Meeting.

Pursuant to Section 139(2) of the Act, the Company can appoint auditors firm for a second term of five consecutive years. M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, are eligible for re-appointment and have consented to the said re-appointment.

The Board of Directors based on the recommendation of the Audit Committee approved the re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company for second term of five consecutive years, i.e. to hold office from the conclusion of the ensuing 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company, subject to approval of the Members at the ensuing Annual General Meeting.

Auditors'' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors'' Report on the Financial Statements including the emphasis of matter relating to the Company''s financial condition as at March 31, 2022 and its debt obligations due for the next 12 months, which has impacted the Company''s ability to generate the cash flow that it needs to settle/refinance its liabilities as they fall due, which along with its financial condition is resulting in material uncertainty that casts significant doubt on the Company''s ability to make the payments mentioned therein and continue as a going concern. The report does not contain any qualification, disclaimer or adverse remarks.

Note 4 to the standalone financial statements covers the Material Uncertainty Related to Going Concern issue and the comments under para xix of Annexure 1 to the Independent Auditors'' Report, the clarification of which is self-explanatory. The Board believes that the Company''s ability to continue as a going concern is now dependent on raising additional funds as required, successful negotiations with lenders for continued support and generation of cash flow from operations that it needs to settle its liabilities as they fall due. As of date, the Company has met all its debt obligations. Pending the outcome of the above matters, these financial statement have been prepared on a going concern basis.

Further, as regards the comments under para i(a)(A) and i(b) of Annexure 1 to the Independent Auditors'' Report regarding updation of situation and quantitative details relating to certain property, plant and equipment being relocated and physical verification of property, plant and equipment, it is to be noted that the Company has undertaken a large scale network integration activity as part of the network roadmap pursuant to the merger of erstwhile Vodafone with the Company. This has led to a delay in updation and the verification exercise. Further, this has been impacted due to COVID-19 vis-a-vis the verification programme scheduled by the Company in the usual circumstances. As of now, the Company is in the process of updating the situation and

quantitative details of such property, plant and equipment and the verification exercise in a manner so as to ensure that the entire property, plant and equipment is verified in the block of three years in line with the physical verification programme of the Company.

Also, as regards the comments under para ix(d) of Annexure 1 to the Independent Auditors'' Report regarding utilization of funds raised on short term basis (in form of trade payable and other liability) for long term purposes (representing acquisition of property, plant and equipment and to fund the losses of the Company), it is to be noted that the funds have been utilized in line with the purpose for which it was raised.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in Board''s Report.

Cost Audit and Cost Auditors

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

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company on the recommendation of the Audit Committee appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2022. The Cost Auditors will submit their report for Financial Year 2021- 22 within the timeframe prescribed under the Companies Act, 2013 and rules made thereunder. The Cost Audit report for the Financial Year 2020-21 did not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of Audit Committee, has re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for Financial Year 2022-23.

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

reach of the mobile technology and platform and reducing the environmental impact with increasing preference and usage of digital. The technology platforms set up during the years under CSR initiatives helped in reaching out to the people including students during the continued year of COVID-19 pandemic.

Both promoter groups of the Company too are fully committed towards building sustainable businesses through a clearly crafted vision supported by relevant policies and frameworks.

At VIL, we understand the evolving dynamism in our operating environment. We try to pre-empt uncertainty by looking at alternate scenarios that allow us to understand the external risks to our business. We prioritize adaptability, agility and foresight to ensure that our business models, operations, acquisitions and projects are not locked into unsustainable paths. This was reflected during the pandemic years when all our business activities continued and were managed very efficiently and we successfully provided all necessary support to our customers.

We are fully committed towards creating value for all stakeholders from customers to partners, to employees, to communities and to the larger planet. We achieve this through our passion for customer satisfaction, supporting our partners as they build capacity, engaging with and valuing our employees in an inclusive agenda to instill pride in the work we do and develop sustainable business practices. This is being done with our responsible support towards digital inclusion as a national goal and in continuing with our practices of community development in areas like education & skilling, women empowerment and agriculture.

We will continue to be future-ready by staying ahead of the curve and being charged up to thrive in a sustainable tomorrow by building sustainable businesses and propositions. The Company has a robust Sustainability Framework of Policies, Technical Standards, and Guidance Notes based not just on the local laws but also on leading International standards.

We are in the process of designing long term risk and Enterprise Risk Management framework for business sustainability. We have also identified associated risks linked to external factors for telecom business.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of


Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2022. The report of the Secretarial Auditor is annexed to this report as ''Annexure F''. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.

As per Regulation 24A of the Listing Regulations, material unlisted subsidiaries of a listed entity incorporated in India is required to annex a Secretarial Audit Report issued by a Company Secretary in practice. Due to networth of the Company being negative, You Broadband India Limited, Connect (India) Mobile Technologies Private Limited, Vodafone Idea Communication Systems Limited, Vodafone Idea Shared Services Limited and Vodafone Idea Manpower Services Limited were material subsidiaries of the Company. In compliance with the requirement, the Secretarial Audit Report of material subsidiaries is attached as Annexure F-1 to F-5 to the Annual Report.

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for Financial Year 2021-22 is uploaded on the website of the Company and can be accessed at www.myvi.in.

Sustainability Journey

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

Being a telecom company Vodafone Idea''s corporate responsibility agenda is directed towards addressing some of India''s critical social and developmental challenges in both rural and urban communities using the inherent potential and

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2021-22, 5 complaints pertaining to sexual harassment were received and as on March 31, 2022, three have been resolved and remaining two complaints are under investigation.

Other Disclosures

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

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

- There was no revision in the financial statements.

- Your Company has not issued any sweat equity shares.

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

- There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations, other

than the order passed by the Hon''ble Supreme Court on the AGR matter in October, 2019, which has been disclosed in the significant developments section of the Board''s report.

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers, technology providers, equipment suppliers, value added service partners, all the business associates and above all our subscribers for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment.

For and on behalf of the BoardHimanshu Kapania Ravinder Takkar

Chairman Managing Director &

(DIN : 03387441) Chief Executive Officer

(DIN : 01719511)

Place : Mumbai Date : May 10, 2022


Mar 31, 2021

summarized as follows:

(in '' Mn)

Particulars

Standalone Consolidated

2020-21

2019-20 2020-21

2019-20

Income from sale of goods and services

416,589

446,830 419,382

449,167

Other Operating Income

138

320 140

408

Other Income

2,584

10,861 1,742

10,393

Total Revenue

419,311

458,011 421,264

459,968

Operating Expenses

252,442

300,976 250,065

300,450

EBITDA

166,869

157,035 171,199

159,518

Depreciation and Amortisation

229,062

238,888 236,385

243,564

EBIT

(62,193)

(81,853) (65,186)

(84,046)

Interest and Finance charges

179,916

153,772 179,981

153,920

EBT

(242,109)

(235,625) (245,167)

(237,966)

Exceptional Items (Net)

(221,036)

(387,242) (199,681)

(383,557)

Share of JV/Associates

-

- 2,314

3,553

Profit / (Loss) Before Tax

(463,145)

(622,867) (442,534)

(617,970)

Taxes

(208)

108,448 (203)

120,811

Profit / (Loss) after Tax

(462,937)

(731,315) (442,331)

(738,781)

Other Comprehensive Income, net of tax

(4,152)

(18,242) 368

(90)

Total Comprehensive Income

(467,089)

(749,557) (441,963)

(738,871)

We have pleasure in presenting the Twenty Sixth Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2021.

Company Overview

Your Company, a partnership between two strong promoters Aditya Birla Group and Vodafone Group, is a major telecommunications operator in India, offering voice, data, enterprise services and other Value Added Services (“VAS”), including Short Messaging Services, Digital Services, IoT etc. As of March 31, 2021, the subscriber base of your Company stands at 255.7 million (on VLR). The subscriber market share on VLR stands at 25.7%, as of March 2021. The Wireless Revenue Market Share (RMS) on Gross Revenue basis (GR) for your Company stands at 23.2% for the Financial Year 2021.

Your Company provides Voice and Data services on 2G, 3G and 4G technologies across all 22 service areas and has strong spectrum portfolio and network footprint to support the burgeoning demand for both, data and voice. Your Company has a large spectrum holding comprising 1,768.4 MHz spectrum across 22 circles, of which 1,738.4 MHz is liberalised spectrum which can be used towards deployment of any technology.

Your Company''s mobile telecommunication services cover more than 1.2 billion Indians. As of March 31, 2021, your Company has 452,650 broadband (3G 4G) sites and all of the 4G sites are VoLTE enabled, offering a better customer experience. Your Company has also launched Voice over WiFi (VoWiFi) in several circles this year, which will be expanded to rest of the country soon. The broadband network is spread over 331,000 towns and villages and covers more than a billion Indians. Your Company has been deploying Dynamic Spectrum Re-farming (DSR), Massive MIMO and Small cells to maximize spectrum efficiency. Additionally, your Company has been actively deploying LTE on TDD band of 2300 MHz and 2500 MHz spectrum band to expand the capacity and on 900 MHz band to improve customer experience in dense areas. Your Company also derives revenue from carrying India inbound ILD traffic through arrangements with other mobile telecommunication companies and long distance carriers operating outside India. Your Company has a portfolio of over ~376,000 km of Optical Fibre Cable (OFC), including own built and Indefeasible Right of Use (IRU) OFC.

After successful completion of our network and IT consolidation in FY20, as the last leg of the integration journey, your Company launched the new unified brand Vj, on September 07, 2020. The new brand leverages on the legacy of two of the most loved brands of the country - Ovodarc™ and ,

which have brand saliency established over decades. Vi™ is built to be strong, ever-dependable, agile, intuitive, and a brand in tune with the needs of the customers, in these ever-changing times. Your Company also launched GIGAnet - an integrated 4G network for its users. GIGAnet is the result of the largest network integration completed in record time and one of the world''s largest DSR (Dynamic Spectrum Refarming) exercise. It has India''s largest AI-powered Massive MIMO sites along with largest deployment of universal cloud making it a 5G ready network.

Your Company''s vision is to ‘Create world class digital experiences to connect and inspire every Indian to build a better tomorrow''. To achieve this end, your Company is developing world-class infrastructure to introduce newer and smarter technologies, making both retail and enterprise customers future ready with innovative offerings, conveniently accessible through an eco-system of digital channels as well as extensive on-ground presence.

Financial Results and Summary

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

The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2021 are summarized as follows:

Standalone revenue of your Company stood at '' 416,727 Mn, a decrease of 6.8% over previous year. The EBITDA stood at '' 166,869 Mn, registering an increase of 6.3% over the previous year. The Net Loss including amount specified in other comprehensive income of the Company for the Financial Year March 31, 2021 stood at '' 467,088 Mn, vis-a-vis '' 749,557 Mn, for the previous year.

On a consolidated basis, the revenue of your Company stood at '' 419,522 Mn, a decrease of 6.7% over the previous year. The EBITDA at '' 171,198 Mn reflects increase of 7.3% as compared to the previous year. The Consolidated Net Loss including amount specified in other comprehensive income of the Company stood at '' 441,964 Mn, for Financial Year

2019- 20 vis-a-vis '' 738,871 Mn for the previous year.

Operations Review

The Indian wireless industry continues to grapple with challenges of hyper competition and unsustainable tariffs which were further aggravated by the COVID-19 pandemic. The pandemic and the subsequent lockdowns continue to cause significant disruption and slowdown of economic activities. Through these difficult and challenging times, your Company has played a critical role in providing seamless connectivity to millions of Indians. Vodafone Idea''s high quality mobile network has formed the backbone to the digital infrastructure of the country, as throughout the pandemic, several businesses and corporations shifted to virtual workspaces and friends and families connected online. Your Company also extended support to its marginalized customers, who were the most severely affected, through validity extension, free talktime and other means. As the second wave continues to wreak havoc, your Company remains committed in providing uninterrupted services to all Indians in this difficult time, while ensuring exceptional quality of services. After extending free validity and talktime in the first wave to the marginalized customers, your Company again offered special relief package during the severe second wave of the pandemic to low income users offering free validity and talktime.

While the operating environment continues to remain challenging, increasing digital penetration which has got a further boost during the pandemic, remains a massive opportunity for telecom industry especially when the pricing revives in future. Increasing content consumption, especially through video, and social media usage is driving strong demand for high speed internet, and all the telecom operators with their massive network investments, are well placed to benefit from this trend. During Financial Year

2020- 21, wireless broadband penetration continued to improve supported by growing work-from-home culture and

businesses moving online. Wireless broadband subscriber base was 755.4 million (broadband penetration ~64.0%) as of March, 2021 compared to 668.3 million (broadband penetration ~57.7%) as of March, 2020. During the year, TRAI has also abolished the domestic interconnect regime and moved to Bill & Keep starting January 1, 2021.

Your Company has successfully completed the integration exercise and fully realized the targeted synergies at a record pace in comparison with any global mergers, especially given the size, scale and complexity of the integration. The five pillar strategy which acted as a compass to navigate the critical phase of integration continues to guide your Company going forward. As a natural progression or evolution of the strategy, below are the ongoing major strategic initiatives to improve your Company''s revenue and profitability as well as to strengthen its overall position in the market:

1. Focused network investments for superior customer experience - Your Company continues to have a focused approach to investments, biased towards the profitable areas, to utilize capex effectively while ensuring that it offers superior customer experience in these areas. Your Company has been driving incremental 4G investments in the 16 priority circles, which contribute 94% of Vi revenue and 86% of industry revenue. Your Company also has been adding 4G capacity through spectrum refarming in these areas. Your Company has been deploying several 5G ready technologies such as, Massive MIMO, DSR, Cloudification of Core, which are central to its future growth strategy. Your Company has also initiated 5G trials with major network partners.

2. Market initiatives to drive ARPU improvement -

While tariff hikes remain crucial to improve the overall industry health, your Company has undertaken several market initiatives to improve ARPU by driving 4G/UL penetration. As a part of the customer excellence drive, your Company has been transforming customer servicing across all touchpoints with a clear focus towards shift to digital. Further, as part of its digital-first approach, your Company has renewed its focus on digitalization of distribution channel to completely automate sales process creating seamless and efficient journey for the channel partners.

3. Focusing on Business Services and Fast-Growing Revenue Segments - Business services remains one of the key focus areas where your Company leverages its multi-year relationships with customers and global strength of Vodafone group. Vi Business continues to deliver growth by partnering both large enterprises and

SMBs, in their digital transformation programs which have got accelerated during the pandemic. In new business streams, cloud services remains central to the growth strategy. Your Company continues to maintain strong positioning in IoT offerings, which has a potential to grow manifold in the near future.

4. Driving partnerships and digital revenue streams - Your Company continues to focus on its platform capabilities to offer deeper integration with its partners for a differentiated experience, create monetization opportunities and truly become an integrated digital service provider. On content, your Company''s strategy has always been to partner “best in class" across global and regional content aggregators. Further, the tie-ups with e-commerce platforms, handset manufacturers, financial institutions, NBFCs among many others will drive value not only for the customers, but also for your Company and its partners.

5. Cost optimization to drive organizational efficiency - After successfully achieving targeted merger opex synergies of '' 84 billion, your Company has undertaken the cost optimization exercise across the organization in line with the evolving industry structure and business model. Your Company targets to achieve '' 40 billion of annualized cost savings by end of calendar year 2021. Through several initiatives, your Company has already achieved ~65% of the targeted annualised savings on a run-rate basis by the end of FY21.

Your Company has thus been making significant progress on various strategic initiatives and continues to strive towards transforming from a pure play mobile operator to a truly integrated digital service provider.

Dividend

As your Company has incurred net loss during the Financial Year 2020-21, your Directors have not recommended any dividend for the year.

Transfer to Reserves

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

Changes in Share Capital

During the year under review, there was no fresh issue of capital by the Company. The issued, subscribed and paid-up equity share capital of your Company as on March 31, 2021 stood at '' 287,354 Mn comprising of 28,735,389,240 Equity Shares of '' 10/- each.


Finance

On a standalone basis, the Company had Cash and Cash Equivalents of '' 2,402 Mn and Fixed Deposits with banks having maturity of 3 to 12 months of '' 2 Mn as on March 31, 2021. The Company''s net debt as on March 31, 2021 increased by '' 674,525 Mn to '' 1,801,429 Mn as compared to '' 1,126,904 Mn last year.

On a consolidated basis, the Company had Cash and Cash Equivalents of '' 3,503 Mn and Fixed Deposits with banks having maturity of 3 to 12 months of '' 27 Mn as on March 31, 2021. The Company''s net debt as on March 31, 2021 increased by '' 674,378 Mn to '' 1,799,573 Mn as compared to '' 1,125,195 Mn last year.

The Department of Telecommunications (DoT) had provided an option for deferment of payment of spectrum auction installments due for payment during the Financial Years 2020-21 and 2021-22. We have opted for deferment of instalments due during these financial years, due to which there have been no instalment payments to DoT in Financial Year 2020-21.

During the year, the Company had opted for moratorium on interest and principal payments on rupee term loans from banks pursuant to the RBI notifications dated March 27, 2020 and May 23, 2020 permitting inter-alia, banks to grant a moratorium of six months to each borrower in respect to interest and principal payments falling due between March 1, 2020 and August 31, 2020. All amounts covered under the moratorium have been subsequently paid in full except as follows:

(i) In respect one of the term loans, the lender had granted an option of converting the interest accrued during moratorium period as principal. The Company availed this option due to which interest amounting to '' 2,143 Mn has been capitalized and will be repaid alongwith the last installment.

(ii) In respect to another term loan, principal payment of '' 625 Mn was due for payment on June 30, 2020. The lender has granted deferment of the entire loan repayment schedule by 3 months and accordingly the amount due on June 30, 2020 was repaid on September 30, 2020.

All other scheduled loan repayments were made on respective due dates.

Credit Rating

During the Financial Year 2020-21, CARE downgraded the Company''s rating with respect to Long Term Bank Facilities and certain Non-Convertible Debentures to ‘CARE B /Credit

Watch with negative implications'' (previous year end rating ‘CARE BB- / Credit Watch with negative implications''). Further, Brickwork Ratings has withdrawn the rating watch with respect to certain Non-Convertible Debentures amounting to '' 25,000 Mn to ‘BWR BB-/Stable'' (previous year end ‘BWR BB-/Credit Watch with negative implications''). Consequent to full repayment of Non-Convertible Debentures due on July 10, 2020 the credit ratings issued on these instruments by CRISIL and India Ratings have been withdrawn.

On 21st July 2021, Brickworks has revised the outlook with respect to certain Non-Convertible Debentures amounting to '' 25,000 Mn from BWR BB- (Stable) to BWR BB- (Negative).

On 13th August, 2021, CARE has further downgraded the Company''s rating with respect to Long Term Bank Facilities and Non-Convertible Debentures to CARE B- (Credit Watch with Negative Implications).

Capital Expenditure

On a standalone basis, the capital expenditure (including capital advances and excluding RoU assets and Spectrum) incurred was '' 36,244 Mn in the Financial Year 2020-21. Further to the above, the Company has incurred '' 3,552 Mn towards Bandwidth and '' 5,747 Mn paid towards the upfront payment for the unassigned spectrum.

On a consolidated basis, the capital expenditure (including capital advances and excluding RoU assets and Spectrum) incurred was '' 37,981 Mn in the Financial Year 2020-21. Further to the above, the Company has incurred '' 3,552 Mn towards Bandwidth and '' 5,747 Mn paid towards the upfront payment for the unassigned spectrum.

Fixed Deposits

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

Significant Developments • Spectrum Auction - March 2021

Your Company participated in Spectrum Auction conducted by Department of Telecommunications (DoT) in March, 2021 and acquired 23.6 MHz of spectrum across 900 and 1800 MHz in Tamil Nadu, Karnataka, Uttar Pradesh (East), Uttar Pradesh (West), and West Bengal at an aggregate value of '' 19.93 billion. Your Company has also optimized spectrum holding in some of the circles. Post March 2021 spectrum auction, your Company''s overall spectrum holding is 1,768.4 MHz

across different frequency bands out of which 1,738.4 MHz spectrum is liberalised and can be used towards deployment of any technology (2G, 3G, 4G or 5G).

• Amalgamation of Indus Towers Limited with Bharti Infratel Limited

Indus Towers Ltd. (Indus), was a joint venture between the Company, Bharti Infratel Ltd. (Bharti Infratel) and Vodafone Group and the Company held 11.15% stake in Indus. On April 25, 2018, the merger of Bharti Infratel and Indus Towers was announced to create a listed Pan-India Tower Company. On November 19, 2020, the merger of Indus and Bharti Infratel was completed. The Company has sold its 11.15% stake in Indus on completion of the merger for a cash consideration of '' 37,642 Mn in accordance with the terms of agreement. Out of the consideration received from Bharti Infratel, the Company has made a prepayment of '' 24,000 Mn to the merged tower entity, which was fully adjusted in line with terms of the agreement.

• AGR Matter

The Hon''ble Supreme Court on October 24, 2019 along with supplementary order dated July 20, 2020 and final order dated September 1, 2020 delivered its judgment (together referred to as “AGR Judgment") upholding the view considered by Department of Telecommunications (“DoT") in respect of the definition of Adjusted Gross Revenue (“AGR") (“AGR Judgment"). The order upheld the principal demand, levy of interest, penalty and interest on penalty. This AGR Judgment has significant financial implications on the Company.

On July 20, 2020, the Hon''ble Supreme Court, after hearing all parties, observed that the amount to be recovered (preliminary assessed) given by DoT in its modification application are taken to be as final amount and there can be no dispute raised about it. The Company during the year paid further sum of '' 10,000 Mn and accordingly, the total payment as at March 31, 2021 (including the payment of '' 68,544 Mn paid during year ended March 31, 2020) towards the dues following this AGR Judgment stands at '' 78,544 Mn.

Subsequent to the same, the Hon''ble Supreme Court vide its final order dated September 1, 2020, has inter-alia directed that for the demand raised by the DoT in respect of the AGR dues based on the judgment of this Court, there shall not be any dispute raised by

any of the Telecom Operators and that there shall not be any reassessment; the Telecom Operators shall at the first instance, make the payment of 10% of the total dues as demanded by DoT by March 31, 2021 and thereafter, Telecom Operators to make payment in yearly instalments commencing from April 1, 2021 to March 31, 2031 payable by 31st March of every succeeding financial year. As the cumulative amount paid by the Company exceeded 10% of the total liability, which it believes is as demanded by DoT for the period upto the date of judgment, the next instalment would be payable only by 31st March, 2022. Accordingly, the Company has informed DoT that it has paid more than 10% of the total dues and has complied with the Hon''ble Supreme Court order. The Company has also filed affidavit with the Hon''ble Supreme Court order confirming payment of 10% of the total dues with an undertaking to pay arrears as per the court judgment.

Further, on January 7, 2021, the Company had approached Hon''ble Supreme Court requesting them to allow DoT to correct manifest/clerical/arithmetic errors in the computation of AGR demands and carry out the corrections in accordance with law within a reasonable period of time. The Supreme Court vide its order dated July 23, 2021, rejected the application filed by the Company and other operators. Subsequently, on August 10, 2021, the Company has filed a review petition against the order dated July 23, 2021, which is pending for outcome. Meanwhile DoT issued additional demands for which the Company has written to them requesting corrections of certain computational errors, admissible pass-through not considered based on the principles laid down in the AGR judgement.

• One-time Spectrum Charge Matter

In respect of levy of One Time Spectrum Charge (‘OTSC''), the DoT has raised demand on the Company and erstwhile Vodafone India Limited (VInl) and Vodafone Mobile Services Limited (VMSL) in January 2013 for spectrum beyond 6.2 MHz in respective service areas for retrospective period from July 1, 2008 to December 31, 2012 and for spectrum beyond 4.4 MHz in respective service areas effective January 1, 2013 till expiry of the period as per respective licenses. In the opinion of the Company, the above demand amounts to alteration of financial terms of the licenses issued in the past and therefore the Company filed a petition in the Hon''ble High Court of Bombay, which vide its order dated January 28, 2013, had directed the DoT

to respond and not to take any coercive action until the next date of hearing. Similarly erstwhile VInl and VMSL had filed a petition before the Hon''ble TDSAT. Hon''ble TDSAT vide its order dated July 4, 2019 held that for spectrum below 6.2 MHz, OTSC is not chargeable and accordingly demand is set aside. For spectrum beyond 6.2 MHz, if spectrum is allotted after July 01, 2008, OTSC shall be levied from the date of allotment of such spectrum and if spectrum is allotted before July 01, 2008, OTSC shall be levied from January 01, 2013 till the date of expiry of licenses and ordered DoT to issue revised demands, if any, as per terms of direction given. The Company filed an appeal before the Hon''ble Supreme Court against the Order of the TDSAT. On March 16, 2020, the Hon''ble Supreme Court dismissed the appeal of the Company and did not interfere with the TDSAT judgement. The DoT''s appeal against the said TDSAT Order for the levy on Spectrum below 6.2 MHz is pending.

Brand Overview

Your Company launched (on September 7, 2020) a new & unified brand iff, on the back of the world’s largest network integration. The new brand leverages the legacy of two of the most loved brands of the country - Ovodafone and \!dea I, which have brand equity established over decades. Vi™ is a brand with its eyes set on the future, it''s built for and around the customer - as we partner every Indian to create a better and brighter tomorrow, together. Vi™ is built to be strong, ever-dependable, agile, intuitive, and a brand in tune with the needs of the customers, in these ever-changing times. It is future ready and committed to dynamically serve and enable a digital society to progress in life.

Your new brand \/| has already garnered strong awareness and continues to build brand affinity & consideration across all customer segments in the country.

Vi™ powered by GIGAnet - an integrated 4G network is the result of the largest network integration completed in record time. It was backed with one of the world''s largest DSR (Dynamic Spectrum Refarming) and has India''s largest AI-powered Massive MIMOs sites along with largest deployment of universal cloud.

It was the fastest 4G network in the country with the best download & upload speeds - verified by Ookla®, as well as the best voice quality - consecutively for 3 quarters, since its launch.

Marketing and other initiatives

During the year under review, your Company made extensive progress on the marketing front by communicating and differentiating, by entering into various alliances, and by introducing various innovative products and services. Some of these are:

• Your Company launched the new unified brand VI through a high impact, high decibel Marketing & PR campaign starting with a media launch and complete roadblock of the entire Zee network to announce the arrival of Vi and built rapid awareness. This was one of the world''s largest brand launch to have been done amidst the pandemic. The launch of Vi was further amplified with TV & digital ads showcasing people from all around coming together to welcome Vi and also had many partners, as well as other brands welcoming the new brand. Also, to offer personalized Vi experience we launched personalized caller tune service and a personalized AR Filter.

• During the launch of Vi, we had announced Happy Surprises on the Vi app and website, where customers were delighted with various prizes when they were part of the gamified engagement with the brand. This was promoted on digital & TV and helped build strong engagement & affinity with the brand.

• As a way to build affinity, stickiness & consideration, your Company launched a delights campaign wherein one could experience Vi GIGAnet and share their experience, get gifts in return and be delighted. We also promoted to non-users by saying that the best time to join Vi is now. This was promoted on TV & digital.

• To build a competitive advantage by leveraging the network integration and its benefits, your Company launched GIGAnet - A network that''s built with the strength of two - Vodafone & Idea. This was supported through a campaign on TV & Digital which showcased emotional connect stories of the role the network plays in our lives and how it helps us thrive. This has led to stronger network perception.

• Vi GIGAnet was the fastest 4G network in the country between July 2020 and March 2021, as per Ookla. In order to leverage this and to showcase the re-energised network, your Company ran phased campaigns.

o The first campaign #Fastest4GIsHere was functional and introduced GIGAnet as the fastest 4G of India and in many states and cities as

well. This was further supported by customized communication that had a multiplied impact by claiming to be the fastest not just in that city, but also the state and in the country.

o It was followed with an emotional connect campaign #SpeedSeBadho - that showcased how one could thrive in life by getting ahead with speed using Vi powered by GIGAnet- the fastest 4G of India. To engage with customers, we launched #SpeedSeBadho challenge on social media wherein through a fun filter, people experienced the speeds of GIGAnet. The campaign was extensively promoted on TV & Digital.

• In the post Covid world, the role of internet has become more relevant and digital adoption & usage has accelerated. Entertainment, work from home, learning and health care became of prime importance. Your Company devised multiple ways to support customers on these fronts.

o In line with your Company''s strategy of accelerating unlimited base & 4G adoption through attractive content & device-led propositions, your Company introduced a Zee5 pack & plan for prepaid as well as postpaid users and was promoted on Radio & TV & digital.

o Vi continued to partner content companies and promoted new & engaging content through Vi Movies & TV and movie on demand on digital.

o With the need for data increasing more & more, your Company launched & promoted on digital and on-ground.

¦ Unlimited night data - a differentiated proposition wherein one gets unlimited data between 0000-0600 hrs on unlimited packs above '' 249/-.

¦ Weekend Data Rollover - an exclusive proposition of being able to carry forward unused data from weekdays to weekends on unlimited packs above '' 249/-.

o As learning became completely online and the need for upskilling increased, Vi offered upskilling options through partnerships with Pedagogy, udemy, upgrad which was promoted on TV & digital.

o With health being of prime importance, customers could stay healthy with Vi through the benefits your Company offered via partnerships with 1 mg, cure.fit, Mfine which was promoted on TV & digital. It also partnered with Aditya Birla Health Insurance to offer free health insurance to its customers on select packs.

• India is a cricket loving nation and IPL gives a great opportunity to connect with customers. To engage with the users, increase usage of the website and app, Vi launched a digital campaign “Vi 20 FanFest". This campaign led to Vi becoming one of the most buzziest brands and generating strong engagement amongst the users.

• Through the year, Vi engaged with its users on social media via various topical campaigns around events such as Friendship Day, Diwali (#ViKiPehliDiwali), Children''s Day, Christmas and Holi etc. Some of these were also extended to Vi Retail stores as the lockdowns were lifted. All these helped in driving positive sentiments and buzz for the brand keeping it on top of the mind of the users and also build a stronger brand affinity.

Partnerships & Alliances

• Vi Business has expanded its range of meaningful propositions for small and medium businesses, along with the best of partner offerings, to help enterprise customers build a better tomorrow. The digital propositions help businesses with administer finance and invoicing digitally on an app, workflow and process automation solutions and global marketplace.

• Integrated loT Solutions

One of the strategic focus areas for your Company has been to position itself as a market leader in loT and other emerging technology businesses. Vi Business, the enterprise arm, has strengthened its loT portfolio with the launch of Integrated loT solutions for enterprises. With this industry first initiative, VIL has become the only Telecom Company in India to offer a secure end-to-end IoT solution offering that comprises connectivity, hardware, network, application, analytics, security and support. The offering is designed to simplify and accelerate the digital transformation journey for enterprises.

Recognizing the challenges faced by enterprises in conceptualizing, designing and deploying IoT as a strategic driver, with Vi Integrated IoT solutions, the

telco is now adopting a consulting-led engagement to support businesses in identifying their needs, design and develop the right IoT solution and implementation. It is also providing them with tailored solutions to be integrated with best-in-class enterprise-grade IoT framework.

Vi is the largest IoT player in India and with this launch, it has further strengthened its portfolio by providing a comprehensive range of IoT solutions across Industries for - Smart Infrastructure, Smart Mobility and Smart Utilities, on its 5G-ready network. With Vi Integrated IoT Solutions, an enterprise can now focus on its core strength, thus simplifying and accelerating IoT Innovation.

With this launch, Vi is well positioned to capitalize on future growth driven by the Government''s push towards ‘Digital India'' and ‘Smart Cities''. A trusted and valued IoT partner in the nascent industry, and with its strong foundation, Vi is helping enterprises succeed in IoT, thereby paving the way for a digitally enhanced market in India. The launch of Vi Integrated IoT Solutions is a strategic step towards making Vi Business - an IoT ecosystem integrator for Indian enterprises, and positioning Vi to have an Ecosystem Play driving our transformation from a ‘Telco'' to ‘TechCo.

• IoT Self-Scan: Framework for IoT Maturity

Highlighting the potential of IoT adoption in manufacturing, Vi Business also launched an IoT Insights report “Vi IoT Self Scan: Framework for accessing IoT maturity" basis its key learnings of working closely with the manufacturing companies. According to the report, manufacturing companies recognize the business need to build a connected factory ecosystem. Most companies wish to automate their plant operations with IoT in the next few years. IoT Self Scan Report identifies other reasons like production monitoring, planning and scheduling, quality and compliance and process optimization as triggers for manufacturing companies to adopt IoT.

• Vi Business continues to support enterprises, SMEs and COVID vaccine ecosystem with our Techco solutions during the pandemic.

• Vi Business Plus, an industry leading mobility solution, enables today''s mobile workforce to connect, communicate, collaborate and do a lot more with their postpaid plans. The Mobile plans are bundled with

ANNUAL REPORT 2020-21 13

Subsidiaries and Joint Ventures

As on March 31, 2021, your Company has ten subsidiary companies, one joint venture company and one associate company, details whereof are given below:

Subsidiaries

1. Vodafone Idea Manpower Services Limited (VIMSL) erstwhile Idea Cellular Services Limited

VIMSL is engaged in the business of providing manpower services to the Company. During the year under review, the total income stood at '' 702 Mn compared to '' 938 Mn in the previous year.

2. Vodafone M-pesa Limited (VMPL)

VMPL was in the business of Prepaid Payment Instruments (PPI) and Business Correspondence and provided customers with a mobile wallet and money transfer services in the form of M-pesa. During the Financial Year 2019-20, the Company surrendered its PPI License issued by the RBI under the Payment and Settlement System Act, 2007 with effect from September 30, 2019 as per the guidance and approval of RBI - Department of Payment and Settlement System [Refer Note 40(iii) to the Standalone Financial Statements for further details]. During the year, VMPL has total income of '' 27 Mn as compared to '' 129 Mn in the previous year.

3. Vodafone Idea Business Services Limited (VIBSL) erstwhile Vodafone Business Services Limited

VIBSL is an outsourcing hub for backend IT support, data centre operations and hosting services to the Company and its subsidiaries. It also has an OSP business. During the year under review, the total income stood at '' 1,609 Mn as compared to '' 2,238 Mn in the previous year.

4. Vodafone Idea Communication Systems Limited (VICSL) erstwhile Mobile Commerce Solutions Limited

VICSL is engaged in the business of trading of Mobile handsets, data card and related accessories and services. During the year under review, the total income stood at '' 329 Mn compared to '' 329 Mn in the previous year.

5. Connect (India) Mobile Technologies Private Limited (CIMTPL)

CIMTPL is a wholly owned subsidiary of VICSL. For the Financial Year 2020-21, the total income stood at '' 7 Mn compared to '' 12 Mn in the previous year. The

Security and location services to help enterprises and businesses balance the corporate and individual needs.

• Vi Business has launched Managed Security Services, in partnership with Fortinet, to serve growing security needs of enterprises as they embrace digital ways of operations.

Awards and Recognitions

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

• Vi Business won two Frost & Sullivan India ICT Awards:

- F & S Managed Enterprise Wi-Fi Provider of the Year

- F & S M2M Connectivity Service Provider of the Year

• Vi Business won four CIO Choice awards:

- CIO Choice recognition as the most preferred service provider for IoT;

- CIO Choice recognition for most preferred service provider for Telecom carrier (mobile access);

- CIO Choice recognition for most preferred service provider for Managed Mobility; and

- CIO Choice recognition for most preferred service provider for SIP Trunk.

• Enterprise digital platform for Vi business mobility was recognized by a global jury at ICMG Global awards 2020, for having the best customer centricity and architectural design.

• Vi App won the UI-UX award at the prestigious DNA Paris Design Awards in 2021.

• Vi won the Global Omni Award Spring 2021 edition for its interactive learning management system for frontline customer service workforce.

• Vi''s VIC Chatbot received the top global prize award for the best chat-bot integration with Google Business Messaging platform by Google.

• Vi won a Silver for ‘Vi - Together for Tomorrow'' Integrated PR Campaign for the new brand launch at the 11th E4M IPRCCA Awards 2020.

• Vi won a Bronze for ‘Vi - Championing Digital India'' campaign under ‘Best Use of PR by a Corporate category'' at the 11th E4M IPRCCA Awards 2020.

Board of CIMTPL has approved amalgamation of CIMTPL with its holding Company namely VICSL and the scheme of amalgamation is in process of being filed with NCLT.

6. Vodafone Foundation (VF)

VF is a section 8 Company as per Companies Act 2013. Pursuant to the enactment of Companies Act, 2013 and Section 135 of the Companies Act, 2013, VF is an implementing agency and carries out Corporate Social Responsibility (‘CSR'') activities for the Company, its subsidiaries, associates and joint ventures, promoter group companies in line with the Schedule VII of the Companies Act, 2013. VF primarily focuses on CSR activities that includes promoting and development of (a) education, (b) financial literacy, (c) empowerment of woman, (d) healthcare, (e) environment, (f) agriculture & livelihood, (g) eradication of poverty.

7. Vodafone Idea Telecom Infrastructure Limited (VITIL) erstwhile Vodafone Towers Limited

VITIL is engaged in providing the fibre infrastructure services to its customers on existing fibre portfolio of ~165,000 kms. For the Financial Year 2020-21, the total income stood at '' 6,091 Mn compared to '' 2,184 Mn in previous year.

8. Vodafone Idea Shared Services Limited (VISSL) erstwhile Vodafone India Ventures Limited

VISSL is an outsourcing hub for Finance & Accounts, Human Resources, Supply Chain Management, Credit & Collection Support, Customer Support and catering to the Information Technology (IT) needs for data consolidation, back end IT support for Vodafone Idea Limited and its Subsidiary Companies. During the year under review, the total income stood at '' 1,426 Mn compared to '' 1,362 Mn in the previous year.

9. Vodafone Idea Technology Solutions Limited (VITSL) erstwhile Vodafone Technology Solutions Limited

VITSL has commenced E-Sim business in the current year. During the year under review, the total income stood at '' 57 Mn compared to '' 0.3 Mn in the previous year.

10. You Broadband India Limited (YBIL)

YBIL is engaged in providing high speed broadband internet access through cable network, high bandwidth internet broadband services to enterprise segment, infrastructure support to licensed telecommunication service providers. During the

Financial Year 2020-21, You System Integration Private Limited (YSIPL) have been merged with the YBIL effective March 15, 2021 with an appointed date of April 1, 2020. For the Financial Year 2020-21, the total income stood at '' 1,849 Mn compared to '' 1,865 Mn in the previous year.

11. You System Integration Private Limited (YSIPL)

YSI PL, a wholly- owned subsidiary of YBIL had amalgamated with You Broadband India Limited with effect from March 15, 2021.

Joint Venture Company1. Indus Towers Limited (Indus)

During the Financial Year 2020-21, the scheme of amalgamation and arrangement between Bharti Infratel and Indus became effective from November 19, 2020. Pursuant to aforesaid, Indus was dissolved without being wound up and got merged with Bharti Infratel Limited (the merged entity is hereafter named as Indus Towers Limited “Indus") on a going concern basis.

The Company has sold its 11.15% stake in Indus for a consideration of '' 37,642 Mn (Post the closing adjustments) to Bharti Infratel thereby recognizing a loss on sale amounting to '' 170 Mn as exceptional item.

2. Firefly Networks Limited

Firefly Networks Limited (‘FireFly'') is a joint venture with Bharti Airtel Limited, with each partner having equal (50% each) shareholding. The main objective of Firefly is to conduct the business of site acquisition, installation, commissioning, operations and maintenance of Infrastructures at the Hotspots to enable telecommunication and internet service providers, to offer customers Wi-Fi access across the territory. Revenue from operations for the Financial Year ended March 31, 2021 was '' 163 Mn as compared to previous year''s '' 150 Mn. The Board of Directors have resolved to sell the equity held in the said joint venture, subject to all necessary approvals.

Associate Company

Aditya Birla Idea Payments Bank Limited (ABIPBL),

an associate of the Company had decided to wind up business voluntarily on July 19, 2019, due to unanticipated developments in the business landscape of payments bank that have made the economic model unviable. ABIPBL had filed for voluntary winding up before the Bombay High

Court and the Hon''ble High Court vide its order dated September 18, 2019, approved voluntary winding up of ABIPBL. ABIPBL is in process of winding-up.

In accordance with the provisions contained in section 136(1) of the Companies Act, 2013 (Act), the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on the Company''s website www.vodafoneidea.com.

Further, pursuant to the said requirement, the financial statements of each of the aforesaid subsidiary companies are available on the Company''s website www.vodafoneidea.com and shall be available for inspection during business hours at the Registered Office of the Company. Any member who is interested in obtaining a copy of the financial statements may write to the Company Secretary at the Registered Office of the Company.

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

Consolidated Financial Statements

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

Risk Management

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

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

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

Detailed discussion on Risks forms part of Management Discussion and Analysis Report which forms part of this Annual Report under section ''Opportunities, Risks, Concerns and Threats''. At present there is nothing further to report.

Employee Stock Option Schemes

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company and made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time.

The Board of your Company has also approved broad parameters for implementing a new Employee Stock Option Scheme - 2018 (ESOS-2018), which has also been approved by the members at the Annual General Meeting held on December 22, 2018. The said Scheme is in the process of being implemented. Further, details of plans also form part of Notes to Financial Statements.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company''s website www.vodafoneidea.com.

A certificate from M/s. Umesh Ved & Associates, Company Secretaries, Secretarial Auditors, certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations would be placed at the Annual General Meeting for inspection by Members.

Internal Financial Control Systems and its adequacy

Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors and the reviews performed by management and the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2020-21.

Human Resource Management

Your Company''s people architecture has been built on the principles of being a consumer centric company with technology as the bedrock. The organization has equipped itself for high change agility, has embedded trust at the foundation of its people agenda, and has adopted digital as the first port of call for all solution building.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Corporate Governance

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

Business Responsibility Report

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

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

The Company has revised the policy on Corporate Social Responsibility (‘CSR'') to include changes based on Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the revised policy was recommended by the CSR Committee and approved by the Board and the same can be accessed on the Company''s website at www.vodafoneidea.com.

In view of the losses incurred by the Company during the last two financial years, the Company has no obligation for CSR spend during the Financial Year 2020-21.

However, believing on giving and caring for the underprivileged and inclusion of all, as well as the directive of Ministry of Corporate Affairs, the Board of the Company had passed a resolution to spend the unspent CSR obligation for Financial Years 2015-16 and 2016-17 in eight equal quarters beginning from April-June 2019. In Financial Year 2020-21, your Company spent '' 316.82 Mn towards CSR activities. In view of the unique circumstances caused by the ongoing pandemic, your Company had sought a one-quarter moratorium on the Ministry''s dispensation and requested that your Company be allowed to spend the balance unspent amount by Q1 FY 22. MCA had granted your Company an extension of one quarter in disbursement and reporting. Additionally, MCA has directed the Company to spend the unspent CSR obligation of '' 228.20 Mn for Financial Year 2017-18 in 8 equal instalments over 8 quarters, commencing from April 2021.

The Company''s CSR initiatives positively impacted the lives of around 28.5 lakh people across 17 States through multiple initiatives undertaken in the domains of (a) education, (b) financial literacy, (c) empowerment of women, (d) healthcare, (e) environment, (f) agriculture & livelihood, (g) eradication of poverty. Your Company during this pandemic period kept the project activities going on using the technology platforms that have been developed during the course of the project.

The Company''s key objective is to actively contribute to the social and economic development of the communities by leveraging technology and purposeful innovation to catalyse social prosperity, digital literacy and inclusivity. Your Company

during the reporting year leveraged the technology strength and provided farm advisories to 55,000 farmers on the basis of real time data received from the IoT solutions which are deployed in the farm fields. This helped farmers in applying correct and timely farm inputs. To encourage the meritorious Teachers and Students your Company provided Scholarship to 200 Teachers and 2,500 Students. 65,000 Teachers were provided online support including digital contents to continue the teaching. Your Company continued the previous programs and carried forward the learnings.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ''Annexure B'' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

Directors'' Responsibility Statement

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

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

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

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

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

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

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

Directors and Key Managerial Personnel

Mr. Kumar Mangalam Birla, Non-Executive Director and Chairman, who has been heading the Board since June 2006, stepped down from the Board of the Company with effect from August 4, 2021. The Board has elevated Mr. Himanshu Kapania, Non-Executive Director as Chairman with effect from August 4, 2021. The Board places on record its sincere appreciation for the outstanding efforts, contribution, support and above all the vision provided by Mr. Kumar Mangalam Birla, to the Company all along the journey.

Mr. Himanshu Kapania, a nominee of the Aditya Birla Group, is a telecom industry veteran with more than 30 years of over-all experience. This includes significant board experience in telecom companies globally. Mr. Kapania has also served on the Global GSMA Board for two years and was also the Chairman of the Cellular Operators Association of India (COAI) for two years. He is presently the Chairman of the FICCI Council on Telecom, Electronics and Digital Economy. He was also the Managing Director of the Company before its merger with Vodafone India.

During the year under review, Mr. Thomas Reisten and Mr. Vivek Badrinath (representing Vodafone Group) resigned from the Board of the Company with effect from 24th February 2021. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Thomas Reisten and Mr. Vivek Badrinath in the deliberations of the Board during their tenure as Director(s).

The Board based on the recommendation of the Nomination & Remuneration Committee appointed Mr. Sunil Sood and Mr. Diego Massidda as Additional Directors (Non-Executive and Non-Independent), representing Vodafone Group effective 24th February, 2021 and will hold office till the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Mr. Sunil Sood and Mr. Diego Massidda as Director(s) at the AGM. Accordingly, the Board recommends their appointment.

Further, the Board based on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Sushil Agarwal, (representing Aditya Birla Group), as an Additional Director (Non-Executive and Non-Independent)

with effect from 4th August, 2021 and will hold office till the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notice from a member under section 160 of the Companies Act, 2013, proposing the appointment of Mr. Sushil Agarwal as a Director at the AGM. Accordingly, the Board recommends his appointment.

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

Mr. Arun Adhikari (DIN: 00591057) and Mr. Ashwani Windlass (DIN: 00042686) will complete their term of 3 years on August 31, 2021 and have given their consent for re-appointment for a second term of 3 years. Further, Ms. Neena Gupta (DIN: 02530640) will complete her term of 3 years on September 17, 2021 and have given her consent for re-appointment for a second term of 3 years.

Based on the recommendations of the Nomination and Remuneration Committee and being satisfied on the performance evaluation, considering the background and experience, the Board has subject to the approval of the shareholders, approved the re-appointment of Mr. Arun Adhikari and Mr. Ashwani Windlass for a further term of 3 years commencing from August 31, 2021 and Ms. Neena Gupta for a further term of 3 years commencing from September 17, 2021. Shareholders'' approval by way of special resolutions for the above Independent Directors have been included in the Notice of the ensuing AGM.

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

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

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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Ravinder Takkar, Managing Director & Chief Executive Officer, Mr. Akshaya Moondra, Chief Financial Officer and Mr. Pankaj Kapdeo, Company Secretary.

Board Evaluation and Familiarization Programme

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspectives or inputs regarding the growth or performance of your Company, among others. The evaluation parameters and the process have been explained in the Corporate Governance Report forming part of the Annual Report of the Company. The Nomination & Remuneration Committee have laid down the manner in which formal evaluation of the performance of the Board, its Committee and individual Directors has to be made. The Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations.

The details of programme for familiarization of Independent Directors of your Company is available on your Company''s website www.vodafoneidea.com.

Remuneration Policy

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

The policy was formulated by the Nomination and Remuneration Committee in terms of Section 178(3) of the Companies Act 2013 and it also includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters. A copy of the said policy is available on the website of the Company www.vodafoneidea.com.

Dividend Distribution Policy

The Board has in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Dividend Distribution Policy. This policy will provide clarity to the stakeholders on the dividend distribution framework of the Company. The Policy sets out various internal and external factors which shall be considered by the Board in determining the dividend payout. The dividend distribution policy is attached as ''Annexure G'' to this report and is also available on the website of the Company www.vodafoneidea.com.

Board Meetings

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

Board Committees

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

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Capital Raising Committee

7. Finance Committee

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

Contract and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties are detailed in the Note 56 of the Standalone Financial Statements were in ordinary course of business and at an arm''s length basis.

The related party transaction which are considered material during the year is the existing arrangement with Indus Towers Limited (Indus), which provides Passive Infrastructure Services

and related operations and maintenance services to various telecom operators in India, including your Company. Pursuant to a Scheme of Amalgamation and Arrangement between Bharti Infratel Limited and Indus, which became effective from November 19, 2020, Indus has been amalgamated with Bharti Infratel Limited and the merged entity is now known as Indus Towers Limited. Post the sale of 11.15% stake in Indus by the Company on November 19, 2020, Indus ceased to be a joint venture of the Company and the merged entity which has been renamed as Indus is continuing as a related party, as the same is an Associate of an entity, to which the Company is a Joint Venture.

Indus is currently one of the world''s largest independent passive infrastructure providers. Your Company had entered into a Master Service Agreement (MSA) with Indus in 2008 (which has been amended from time to time) for availing passive infrastructure services provided by them in certain service areas. The MSA requires individual tenancy service contracts to be executed for each passive infrastructure site, the terms of which vary depending on the location, type of site, number of existing tenants, etc. and contain lock in period for ensuring continuity. Such terms are similarly applicable to all other telecom providers having arrangement with Indus. The details of the material related party transaction with Indus for the Financial Year ended March 31, 2021 is provided in Form AOC-2, which is attached as ''Annexure C'' to this report.

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

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

The policy on Related Party Transactions is uploaded on the Company''s website www.vodafoneidea.com.

Particulars of Loans, Guarantees and Investments

As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company. The details of such loans made and guarantees given are provided in the standalone financial statements. Also, Particulars of investments made by the Company are provided in the notes to standalone financial statements.

Vigil Mechanism - Speak up policy

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

The Vigil Mechanism - Speak Up policy is available on your Company''s website www.vodafoneidea.com.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

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

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the [email protected].

Statutory Auditors

The members of the Company had at its Annual General Meeting held on June 30, 2017, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Firm Registration No. 101049W/E300004), as the Statutory Auditors of the Company for a period of five consecutive years, i.e. till the conclusion of Twenty Seventh Annual General Meeting of the Company to be held in the calendar year 2022, by members at every Annual General Meeting.

The requirement to ratify the appointment of the Auditors at every Annual General Meeting is done away with pursuant to the Companies (Amendment) Act 2017. Accordingly, no resolution is proposed for ratification of appointment of the Auditors.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of your Company.

Auditors'' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors'' Report on the Financial Statements including the emphasis of matter relating to the Company''s financial condition as at March 31, 2021 and its debt and AGR obligations due for the next 12 months, which has impacted the Company''s ability to generate the cash flow that it needs to settle/refinance its liabilities and guarantees as they fall due, which along with its financial condition is resulting in material uncertainty that casts significant doubt on the Company''s ability to make the payments mentioned therein and continue as a going concern. The report does not contain any qualification, disclaimer or adverse remarks.

Note 4 to the standalone financial statements covers the Emphasis of Matter issue and the Company''s mitigation plan, the clarification of which is self-explanatory. However, the modification application as mentioned in Note 4 has been dismissed by the Hon''ble Supreme Court on July, 23, 2021. Subsequently, on August 10, 2021, the Company has filed a review petition with the Hon''ble Supreme Court for considering to hear the modification application again. The Board believes that the Company''s ability to continue as a going concern is dependent on its ability to raise additional funds as required, successful negotiations with lenders on continued support/additional funding, monetization of certain assets, outcome of the review petition filed with the Hon''ble Supreme Court and clarity of the next instalment amount, acceptance of its deferment request by DoT and generation of cash flow from operations that it needs

to settle/renew its liabilities/guarantees as they fall due. As of date, the Company has met all its debt obligations. Pending the outcome of the above matters, these financial statement have been prepared on a going concern basis.

As regards the comments under para i(a) and i(b) of Annexure 1 to the Independent Auditors'' Report regarding updation of quantitative and situation details relating to certain fixed assets being relocated and physical verification of assets, it is to be noted that the Company has undertaken a large scale network integration activity as part of the network roadmap pursuant to the merger of erstwhile Vodafone with the Company. This has led to a delay in updation and the verification exercise. Further, this has been impacted due to COVID-19 vis-a-vis the verification programme scheduled by the Company in the usual circumstances. As of now, the Company is in the process of updating the quantitative and situation details of such assets and would continue with the verification exercise subject to lifting of COVID-19 lockdown in various service areas in a manner so as to ensure that the entire asset base is verified in the block of three years in line with the physical verification programme of the Company.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in Board''s Report.

Cost Audit and Cost Auditors

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

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company on the recommendation of the Audit Committee appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2021, at a remuneration as specified in the notice convening the Annual General Meeting.

As required under the Act, the remuneration payable to the Cost Auditors is required to be ratified by the members. Accordingly, a resolution seeking members'' ratification for the remuneration payable to the Cost Auditors for the Financial Year ended March 31, 2021 forms part of the Notice of the ensuing Annual General Meeting.


Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2021. The report of the Secretarial Auditor is annexed to this report as ''Annexure F''. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.

As per Regulation 24A of the Listing Regulations, material unlisted subsidiaries of a listed entity incorporated in India is required to annex a Secretarial Audit Report issued by a Company Secretary in practice. Due to networth of the Company being negative, You Broadband India Limited, Connect (India) Mobile Technologies Private Limited, Vodafone Idea Communication Systems Limited, Vodafone Idea Shared Services Limited and Vodafone Manpower Services Limited were material subsidiaries of the Company. In compliance with the requirement, the Secretarial Audit Report of material subsidiaries is attached as Annexure F-1 to F-5 to the Annual Report.

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for Financial Year 2020-21 is uploaded on the website of the Company and can be accessed at www.vodafoneidea.com.

Sustainability Journey

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

Being a telecom company Vodafone Idea''s corporate responsibility agenda is directed towards addressing some of India''s critical social and developmental challenges in both rural and urban communities using the inherent potential and reach of the mobile technology and platform and reducing

the environmental impact with increasing preference and usage of digital. The technology platforms set up during the years under CSR initiatives helped in outreaching the people including students during the COVID-19 pandemic

Both promoter groups of the Company too are fully committed towards building sustainable businesses through a clearly crafted vision supported by relevant policies and frameworks.

At Vodafone Idea Limited, we understand the evolving dynamism in our operating environment. We try to Pre-empt uncertainty by plotting scenarios that allow us to understand the external risks to our business. We prioritize adaptability, agility and foresight to ensure that our business models, operations, acquisitions and projects are not locked into unsustainable paths. This was reflected during the COVID-19 pandemic when all our business activities continued and managed very efficiently and we successfully provided all necessary support to our customers.

We are fully committed towards creating value for all stakeholders: from customers to partners, to employees, to communities and to the larger planet. We achieve this through our passion for customer satisfaction, supporting our partners as they build capacity, engaging with and valuing our employees in an inclusive agenda to instill pride in the work we do and develop sustainable business practices. This is being done with our responsible support towards digital inclusion as a national goal, or in continuing with our practices of community development in areas like education & skilling, women empowerment, preventive healthcare, sanitation and agriculture.

We will continue to be future-ready by staying ahead of the curve and being charged up to thrive in a sustainable tomorrow by building sustainable businesses and propositions. The Company has a robust Sustainability Framework of Policies, Technical Standards, and Guidance Notes based not just on the local laws but also on leading International standards.

We are in the process of designing long term risk and Enterprise Risk Management framework for business sustainability. We have also identified associated risks linked to external factors for telecom business.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding

sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2020-21, 5 complaints pertaining to sexual harassment were received and as on March 31, 2021, 3 have been resolved and remaining two complaints are under investigation.

Other Disclosures

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

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

- There was no revision in the financial statements.

- Your Company has not issued any sweat equity shares.

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

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

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers, technology providers, equipment suppliers, value added service partners, all the business associates and above all our subscribers for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment. The perseverance and unstinting efforts of the employees has enabled the Company to retain the ‘Fastest Growing Indian Telecom Brand'' within the sector.

For and on behalf of the Board

Himanshu Kapania Ravinder Takkar

Chairman Managing Director &

(DIN : 03387441) Chief Executive Officer

Place: Mumbai (DIN : 01719511)

Place: Gurugram

Date: August 14, 2021



Mar 31, 2018

Dear Shareholders,

The have pleasure in presenting the Twenty Third Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2018.

Company Overview

Your Company is the third largest mobile telecommunications operator in the country in terms of subscriber base, with Pan India operations offering Voice, Broadband Data, Value Added Services (VAS), Digital Content and Mobile Banking Services. The Revenue Market Share (RMS) on Adjusted Gross Revenue basis (AGR) for your Company stands at 16.6% for the quarter ended March 2018. As of March, 2018, the subscriber base of your company stands at 207.7 Mn (on VLR), with subscriber market share of 20.8%.

Your Company provides mobile telecommunications services Pan India, 2G services in all 22 Service Areas, 3G services in 21 Service Areas and 4G services in 20 Service Areas. While the Company offers 3G services in 15 Service Areas and 4G services in 20 Service Areas pursuant to spectrum acquired, the Company also provides 3G services in six additional Service Areas through intra-circle roaming arrangements with other mobile telecommunications service providers. The Company also offers carriage and passive infrastructure services.

In March 2017, a merger between Vodafone India Limited (“VIL”), Vodafone Mobile Services Limited (“VMSL”) and your Company was announced, through a scheme of amalgamation and arrangement. The completion of the merger was subject to the receipt of certain regulatory approvals, which upon becoming effective, the entire business of VIL and VMSL [excluding, among other things, VIL’s investment in Indus Towers Limited, certain international network assets and certain information technology platforms] will vest unto your Company. As of the date of this report, all the requisite regulatory approvals have been received and the merger of VIL and VMSL with the Company is in the final phase of completion.

Your Company holds an aggregate of 891.2 MHz spectrum across 22 Service Areas, of which 349.2 MHz has been acquired in October 2016 spectrum auction. This includes 149.2 MHz spectrum in frequency division duplex (“FDD”) technology on 1800 MHz and 2100 MHz frequency bands and 200 MHz of capacity spectrum in time division duplex (“TDD”) technology on 2300 MHz and 2500 MHz frequency bands.

During the year, your Company completed Pan India roll out of its broadband services. Your company now offers broadband services in all the 22 circles of India.

Financial Results

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

The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2018 are summarized as follows:

Rs. Mn

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Income from Services

278,000

352,565

282,471

355,527

Other Operating Income

286

222

318

231

Other Income

2,982

1,970

3,530

3,069

Total Revenue

281,268

354,757

286,319

358,827

Operating Expenses

221,828

252,167

222,314

253,321

EBITDA

59,440

102,590

64,005

105,506

Depreciation and Amortisation

83,161

77,000

84,091

78,272

EBIT

(23,721)

25,590

(20,086)

27,234

Interest and Finance charges

49,246

39,780

48,130

40,085

EBT

(72,967)

(14,190)

(68,216)

(12,851)

Share of JV/Associates

-

-

3,224

4,218

Taxes

(25,159)

(5,879)

(23,310)

(4,636)

Profit / (Loss) after Tax

(47,808)

(8,311)

(41,682)

(3,997)

Other Comprehensive Income, net of tax

280

(32)

283

(43)

Total Comprehensive Income

(47,528)

(8,343)

(41,399)

(4,040)

Operations Review

The Indian wireless industry continued to witness elevated hypercompetitive tariff intensity during Financial Year 2017-18. This has resulted in smaller mobile telecommunications operators exiting the market or significantly scaling down their operations during the year. The incumbent operators, in order to retain existing subscribers, offered aggressive price plans in response to heavily discounted unlimited bundled plans of the new operator. This resulted in explosive growth of voice and data volume, but the sharp drop in realizations for both voice and data and the subsequent decline in customer ARPU negatively impacted the revenues. This has resulted in the standalone revenue of your Company dropping to Rs.278,286 Mn, resulting in a second consecutive annual revenue decline which for this year is 21.1%. The EBITDA fell to 59,439 Mn, registering a decline of 42.1% over the previous year. The Net Loss of the Company for the Financial Year March 31, 2018 stood at Rs.47,808 Mn, for Financial Year 2017-18 vis-a-vis Rs.8,311 Mn, for the previous year.

On a consolidated basis, the total revenues stood at Rs.286,319 Mn, a decline of 20.2% over the previous year. The EBITDA at Rs.64,005 Mn reflects decrease of 39.3% as compared to the previous year. The consolidated Net Loss stood at Rs.41,682 Mn, for Financial Year 2017-18 vis-a-vis Rs.3,997 Mn for the previous year.

Despite the deep discounted offerings by new operator, your Company continues to maintain and grow its subscriber base. As on March 31, 2018, the reported subscriber base of your Company was 194.5 Mn, an increase of 5 Mn subscribers over last 12 months period. The VLR subscriber base of your Company grew by 4.7% during the same period and stands at 207.7 Mn representing market share of 20.8% as on March 31, 2018.

With over 207 Mn VLR subscribers, the Company opens multiple vistas for growth in Broadband, Digital Content and Payment Services etc.

Your Company carried 1,119 billion voice minutes on its network during Financial Year 2017-18, a growth of 33.8% compared to 836 billion minutes in previous year. The total data usage of 2081 billion MB registered a growth of 3.8x, compared to previous year.

During the Financial Year 2017-18, your Company continued aggressive expansion of its wireless broadband infrastructure, adding 44,856 broadband sites (3G 4G) during the year. The broadband sites increased from 110,054 as of 31st March 2017 to 154,910 sites as of 31st March 2018, taking the overall network footprint on EoP to 286,356 sites (GSM 3G 4G). The wireless broadband population under coverage now expands beyond 650 million Indians spread across 164,000 towns and villages in 22 service areas. Your Company started deploying 2300 MHz TDD spectrum in its leadership circles of Maharashtra & Kerala and 2500 MHz TDD spectrum in Andhra Pradesh to further augment its wireless data capacity. The company expanded its fibre network from 115,500 km (March 31, 2016) to 156,800 km as on March 31, 2018. Your Company also launched VoLTE (Voice over LTE) services in all 20 4G service areas, which will offer High Definition call quality as compared to a standard voice call.

Dividend

As your Company has incurred a net loss during the year, your Directors have not recommended any dividend for the year.

Transfer to Reserves

During the financial year under review, the Board has not proposed to transfer any amount to Reserves.

Changes in Share Capital

During the year under review, your Company had raised Rs.3,500 crores by issuing 424,242,424 Equity Shares of face value of Rs.10/- each at an issue price of Rs.82.50 per Equity Share to Qualified Institutional Buyers under the Qualified Institutions Placement in accordance with the provisions of the Companies Act, 2013 and Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Further, the Company also raised Rs.3,250 crores by issuing 32,66,33,165 Equity Shares of Rs.10/- each at an issue price of Rs.99.50 per Equity Share on a preferential basis under Chapter VII of SEBI (ICDR) Regulations, 2009, to Promoter and Promoter Group entities viz , Birla TMT Holdings Private Limited, Elaine Investments Pte. Ltd., Singapore and Oriana Investments Pte. Ltd., Singapore.

Additionally, your Company issued and allotted 3,117,110 Equity Shares of Rs.10/- each, fully paid-up, to the Option/ RSU grantees pursuant to the exercise of Stock Options/Restricted Stock Units (RSU’s) by the eligible employees under the Employee Stock Options Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013).

Consequent to the above, the issued, subscribed and paid-up Equity Share capital of your Company as on March 31, 2018 stood at Rs.43,593,209,300 comprising of 4,359,320,930 Equity Shares of Rs.10/- each.

Finance

As on March 31, 2018, the Company had cash and cash equivalents of Rs.190 Mn and short-term investments of Rs.45,279 Mn. The Company’s net debt as on March 31, 2018 increased by Rs.24,375 Mn to Rs.534,350 Mn as compared to Rs.509,975 Mn last year. The Net Debt - EBITDA ratio as on March 31, 2018 stood at 8.99 times as compared to 4.97 times in the previous year, mainly on account of increased borrowings and reduced EBITDA. The Net Debt-Equity ratio stood at 2.08 times as on March 31, 2018, compared to 2.15 times in the previous year.

Credit Rating

Your Company enjoys credit rating of ‘CARE AA’ for its Long Term borrowings and Non-Convertible Debentures and CARE A1 for its short term debt program. On the outlook front, CARE has assigned the outlook of ‘Credit Watch with developing implications’. Additionally, Brickwork Ratings has also assigned credit rating of “BWR AA ” with Stable Outlook for Non-Convertible Debentures amounting to Rs.3,500 crore.

Capital Expenditure

Your Company continues to expand its telecommunication infrastructure on 2G, 3G and 4G technology and Optical Fibre Cable (OFC) transmission backbone network (own and through IRU arrangements with other companies) along with building core subscriber and traffic capacities as required. Your Company’s telecom network now offers its GSM services covering over 1 billion Indians in around 3,95,000 towns and villages. Further, your Company’s mobile broadband services are now available to approximately 650 Mn Indians across nearly 1,64,000 towns and villages in 21 service areas.

During the Financial Year 2017-18, the capital expenditure (including capital advances) incurred during the year was Rs.72,848 Mn and Rs.73,031 Mn at standalone and consolidated levels respectively.

Deposits

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

Significant Developments:

- Sale of Tower Business

On November 13, 2017, your Company approved the sale of the Company’s standalone tower business held by its wholly-owned subsidiary, Idea Cellular Infrastructure Services Limited (ICISL) to American Tower Corporation (ATC) Telecom Infrastructure Private Limited Company with an enterprise value of Rs.40 billion, subject to customary closing adjustments including for debt and cash. The sale of the standalone tower business was completed on May 31, 2018 by way of sale of the entire shareholding held by the Company in ICISL to ATC.

- Merger of Vodafone India Limited and Vodafone Mobile Services Limited with the Company

The Board of Directors of your Company had at its Meeting held on March 20, 2017, approved merger of Vodafone India Limited (VIL) and Vodafone Mobile Services Limited (VMSL) (excluding VIL’s 42% equity interest in Indus Towers Limited) with your Company (Idea), subject to necessary approvals of shareholders, creditors, SEBI, Stock Exchanges, the Competition Commission of India, the Department of Telecommunications (DoT), the Foreign Investment Promotion Board (FIPB), the Reserve Bank of India (RBI), other governmental authorities and third parties as may be required.

On the Scheme of Amalgamation becoming effective, existing shareholders of VIL (VIL promoters) will own 45.1% of the combined Company after transferring a 4.9% stake to the Aditya Birla Group for an agreed consideration concurrent with completion of the merger. The Aditya Birla Group will then own 26.0% of the combined Company and Idea’s other shareholders will own the remaining 28.9%. The Aditya Birla Group has the right to acquire up to 9.5% additional stake from VIL promoters under an agreed mechanism with a view to equalising the shareholdings over time. Until equalisation is achieved, the additional shares held by VIL promoters will be restricted and votes will be exercised jointly under the terms of the shareholders’ agreement. The combination will be jointly controlled by VIL promoters and the Aditya Birla Group. Further, all subsidiaries, associate and Joint ventures of VIL and VMSL shall become subsidiaries, associate and Joint ventures of the combined Company.

The Company has received unconditional approval from the Competition Commission of India (CCI) on July 24, 2017 and has also received no-objection from BSE Limited and National Stock Exchange of India Limited on August 4, 2017. The Equity Shareholders, Secured and Unsecured Creditors of the Company have approved the amalgamation in their respective meetings held on October 12, 2017. Further, the National Company Law Tribunal (Ahmedabad Bench) approved the scheme on January 11, 2018. The transferor Companies’ i.e. VIL and VMSL have also received approval from the National Company Law Tribunal (Mumbai Bench) December 12, 2017 vide order pronounced on January 19, 2018. Further, the Company has received approval for increase in foreign investment of upto 100% from the Department of Telecommunication on June 4, 2018. Further, the Reserve Bank of India has also approved the acquisition of shares by VIL promoter vide approval dated June 13, 2018.

The Board also wish to inform you that with the receipt of the final approval of the Department of Telecommunications on July 26, 2018, the merger of VIL and VMSL with the Company is in the final phase of merger completion.

- Name Change of the Company

With the merger of Vodafone India Limited (VIL) and Vodafone Mobile Services Limited (VMSL) with your Company in final stages, the Board of Directors of your Company had approved the change of the name of the Company from Idea Cellular Limited to “Vodafone Idea Limited” on May 18, 2018. Further, members also approved the aforesaid change of name of the Company at the Extra-ordinary General Meeting held on June 26, 2018. It is intended that the Company is able to use the new name i.e. Vodafone Idea Limited, from the date on and from which the amalgamation of VMSL and VIL with the Company becomes effective.

- Merger of Idea Mobile Commerce Services Limited with Aditya Birla Idea Payments Bank Limited

The Scheme of Amalgamation of Idea Mobile Commerce Services Limited (IMCSL), a wholly owned subsidiary with Aditya Birla Idea Payments Bank Limited (ABIPBL), an associate was approved by the Hon’ble High Court of Delhi and Mumbai. The merger was subject to certain regulatory approvals and other conditions which got fulfilled on February 22, 2018. Accordingly, effective from February 22, 2018, IMCSL has been amalgamated with ABIPBL.

Pursuant to the merger, the Company was allotted 104,869,800 Equity Shares of ABIPBL in lieu of the shares held in IMCSL. Pursuant to the said allotment, the Company now holds 49% stake in ABIPBL.

- Proposed merger of Indus Towers Limited

The Company, along with its wholly owned subsidiary Aditya Birla

Telecom Limited (together referred to as Idea Group), Bharti Airtel Limited and Vodafone Group has entered into a transaction for amalgamation of Indus Towers Limited (Indus) into Bharti Infratel Limited (BIL). Idea Group has an option to either sell its 11.15% stake to BIL before the merger based on a predetermined pricing formula, or receive shares on merger of the enlarged merged entity at an agreed share exchange ratio, as a part of the merger scheme. The transaction is subject to requisite regulatory / corporate approvals and certain closing conditions.

Awards and Recognitions

Some key awards and recognitions received by your Company are:

- Idea was listed among Top 3 brands in Telecom in afaqs! India’s Buzziest Brands of 2017 poll.

- Listed among the “Top 25 Companies to work for” in the Year 2017 by Business Today.

- Ranked 3rd in the telecom category in “India’s Most Trusted Service Brands 2017” by ET and was at No. 14 in the overall industry ranking

- a huge jump from 36th position in the previous year.

- Idea Won 5 awards in Telecom Leadership Forum 2017 organised by Voice & Data in the following categories (i) Internet & Broadband Services category for Operator Billing on Google Play - an industry first (ii) Marketing category for Chillar Recharge (iii) Network Security for Privacy Framework Implementation (iv) VAS & Apps for Idea Movies & TV app and (v) Business Process Innovation for 4G SIM Upgrade for 4G smartphone customers.

- Idea was voted by investors as one of Asia’s Best Companies in 2017 in a poll conducted by Finance Asia in these categories of (i) Best CFO (ii) 2nd in the Best CEO category (iii) 4th among companies that are Most Committed to Corporate Governance (iv) 4th among companies that are Best at CSR and (v) 7th among the companies that are Best at Investor Relations.

- Idea won the ET Telecom Award 2017 for the ‘Best Enterprise Mobility Service Provider’ for Logistics Tracking Solution.

- Idea was awarded the “Golden Peacock Award” for Corporate Social Responsibility for being the best among the Indian Telecom Companies for CSR.

Marketing and other Initiatives

During the year under review, your Company together with its subsidiaries made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are:-

- Your Company focused all its advertising efforts this year on building Idea as a strong 4G player. Idea launched 6 TV campaigns this year, building 4G credentials - Network, Product Portfolio - Mobile Apps & Postpaid Plans, Affordability - Handset bundled offer & Unlimited offers. These were high decibel TV campaigns, supported with Radio, Outdoor and Digital among other media.

- Expanding its 4G footprint to 20 circles, Your Company launched the “India Jitna Bada network” campaign. The #LookLook television commercial showcased that with Pan India 4G coverage, everyone is now hooked on to Idea 4G across India.

- Your Company’s next campaign helped build relevance for 4G usage through the launch of Idea Mobile apps portfolio - Idea Games, Idea Movies & TV and Idea Music. The campaign positioned Idea’s apps as the ultimate icebreaker that enables people to find common ground and make new connections. The “No Ajnabi with Idea 4G” TVC showcased a young protagonist converting strangers into friends using Idea’s Mobile apps.

- Idea’s most impactful campaign this year - “A video can change your life” was aimed at changing the category conversation by elevating the role of Idea 4G beyond functional attributes like speed and coverage to something that reflects its transformative role in people’s lives and society. For a nation like ours, videos did not just entertain people, but influenced their view, inspired them, moved and led people to positive actions. This campaign was inspired by the many transformational stories enabled by videos that reach millions of people on Idea’s big 4G network.

- Your Company launched three big offers this year that helped build Idea’s value for money proposition through “Unlimited recharges”. The first campaign “Ye hui na baat” launched the Rs.179 pack that allowed customers to make unlimited voice calls. “Dekhte Jao” campaign was launched to promote the Unlimited data recharges portfolio along with ‘Jeeto Bejhijhak’ consumer promo. The campaign is a celebration of endless video watching with Idea 4G’s Unlimited Recharges that offer abundant data. The Handset bundled offer campaign was launched to get a disproportionate share of customers who are buying a new 4G handset. The campaign message was “Buyer jo bhi, 4G smartphone koi bhi, Rs.2000 cashback with Idea 4G”.

- For the first time ever, Idea launched an ATL campaign on Postpaid. The last campaign of the year launched a new offering - Idea Postpaid Nirvana Plans. They were launched as a one-stop-solution for customers who were looking for a holistic solution beyond mobile connectivity that would make his/her life convenient and stress free. With the freedom of unlimited calls, non-stop internet with data carry forward, device security, the free roaming across India, ISD benefits and the privilege of priority service - “Everything is taken care of” with Idea’s Nirvana Postpaid Plans.

- Owing to the successful campaigns, your brand has won the following awards and recognitions - among the top 15 brands on “Brand Equity’s Most Trusted Brands” (2017), among the Top 15 brands on "Most Valuable Brand by BrandZ” (2017), among the top 25 “Best Indian Brand by Interbrand” (2017), won a Silver at Maddies 2018 for “Best Use of Social Media” on Idea 4G #LookLook campaign.

- In order to establish itself as the ‘ Preferred 4G Smart phone operator’ and increase the count of 4G Smartphones landing on the Idea network, Your Company launched first of its kind ‘Cash for All’ offer which provided customers who upgrade to new 4G Handsets of any brand on Idea network, cashback upto Rs.2000 to be given across a period of 36 Months.

- Your Company has taken a significant initiative to increase adoption of 4G technology, thereby delivering a better customer experience. Through the comprehensive 4G Handset upgrade program in both prepaid and postpaid, customers have been incentivized to upgrade to 4G handsets.

- Idea Select was a loyalty program launched exclusively for the high value Nirvana customers where the subs were given additional benefits basis partner tie ups. Apart from the various telco and partner benefits Nirvana customers are supposed to enjoy priority service at Call centres and Stores.

- Delivering superior customer experience is a key pillar of sustainable growth and profitability. With this objective in mind, your company launched the additive validity feature on unlimited packs, wherein, customers doing multiple recharges on unlimited products can accumulate the validity of all packs vs. validity override in the earlier approach. This enabled 100% customer value delivery resulting in enhanced customer experience.

- Committed towards enabling ease of business at trade, your company also launched “Chillar Recharge” to address the issue of tendering Change against recharges with Non 10x denominations. Your company built capability on USSD and R-SMART App wherein, Retailers get an option to recharge with the Change MRP denomination rounded up to the Next 10x MRP or recharge with some other MRP in the same session without exiting the session.

- Your company also launched the “Ring Me Back” service for its prepaid customers. This service enables a customer with insufficient balance to beep/SMS a B’Party customer for intimation that he has tried to connect with B’Party. Post Beep /SMS B’Party can initiate a call back.

- Idea for the first time also launched “Corporate Plus” plans for the COCP segment. The plan ensured a fixed limited COCP benefit for the end consumer and post utilization of these benefits the subscriber could go ahead and recharge with any pre-paid open market RC. This ensured that the customer continued to use the Idea COCP SIM as a primary SIM even after the freebies were exhausted even for his personal use.

- Your Company partnered with popular digital wallets to create more value for your customers through exciting cashback offers launch, making our plans more affordable and convenient to recharge Under the overarching digital drive, Idea also launched the exclusive SONY LIV campaign on Postpaid during the FIFA world cup 2018 (Sony LIV had exclusive digital viewership rights in India).

Growth of Digital Idea

Over a year into the journey of “Digital Idea”, your Company has made headway with suite of exciting Mobile Apps and services- Idea Music, Idea Movies & TV, Idea Games and latest addition in the portfolio - a News & Magazines offering. Committed to the Prime Minister’s Digital India vision, your Company is focusing on transformation from a Telecom Service Provider to a Digital provider through inclusion rather than disruption. In Financial Year 2017-18 your Company made a 4.5 times year-on-year growth in digital penetration and aims to cover and digitally touch the lives of its growing 40 million mobile broadband subscriber base by end on next year.

Your Company has put tremendous energy behind innovation and digitalization through focus on customer centricity, improved UI/UX and hyper personalized offerings. The infotainment apps have received fantastic subscriber accolade - the Google play ratings are a testament of the same: Idea Movies and TV, and Idea Music maintain high ratings of 4.4 and 4.2 respectively. This year, Idea Movies and TV also won Telecom Leadership Awards 2017- Voice and Data.

Customers who prefer Idea’s own digital channels for recharges, payments and product activations are rising steadily. Your Company continues to encourage online adoption and drive Digital enablement by augmenting the capabilities of its Website and ‘My Idea’ application. ‘My Idea’ mobile application for self-care and product purchases caters to more than 150 Mn self-service requests per month initiated by its 33 Mn subscribers. Today, ‘My Idea’ on iOS has the highest rating of 4.8 amongst all operators.

With an introduction of a formal ‘Customer experience management’ and ‘Analytics @ Digital’ program, ‘Customer Experience’ forms the core of every single Digital journey. This investment enables your Company to provide proactive care, quicker resolutions and greater uptake through real time contextual and hyper personalized analysis. Your Company has also introduced a simplified channel for getting new Idea connections through Free Home Delivery service of SIM Cards.

Your Company has also ventured into alternate and new digital stream of revenues through setting up of the Asset Monetization business, based on concept of Application Programming Interface (APIs) in the area of Mobile Advertising, location based services and credit insights for the financially unbanked and underserved customers, reiterating its commitment towards financial inclusion and Digital India.

Launch of VoLTE Services

Your Company is pleased to announce the launch of VoLTE (Voice over LTE) services in all 20 4G service areas, which will offer High Definition call quality as compared to a standard voice call. Currently VoLTE is available on 115 Handset models and is been used by 1 million customers experiencing high speed 4G network and un-interrupted internet experience while using voice service.

My Network

Your Company is pleased to announce the launch of ‘My Network’ services to all its subscribers. Using this service, subscribers can access Idea’s 2G, 3G, 4G Voice and Data coverage details, My Idea store location and Tower information graphically on a map. This service is accessible through all digital mediums i.e. My Idea website, My Idea app.

Partnership with Handset OEM / Handset Cashback campaign Handset affordability is a major barrier to 4G adoption. In an industry first, your company launched a mega cashback offer on all new 4G Smartphones. Customers gets a cashback of Rs.2,000 when they buy a new 4G Smartphone of any brand. The focus of this offer is to aid customers in upgrading to 4G handsets by making them more affordable. Your company also partnered with Xiaomi, Lenovo, Vivo, Moto, Panasonic, Karbonn, OnePlus to offer special recharge offers on select handsets on their launch by the respective manufacturers which aided the landing of these partner phones on our network. A number of these tie-ups were accompanied by extensive print, digital and offline promotions in association with the partners.

Your Company also partnered with Amazon for their “Great Indian Sale” as an exclusive Telco with a special offer across all Smartphones and with Flipkart on a slew of their new launches including Billion, Vivo and other exclusive models.

Subsidiaries and Joint Ventures

As on March 31, 2018, your Company has four subsidiary companies, one joint venture company and one Associate company, details whereof are as under:

Subsidiaries

- Aditya Birla Telecom Limited (ABTL)

ABTL is engaged in the business of trading of mobility devices and holds 11.15% shareholding in Indus Towers Limited (Indus). For the Financial Year 2017-18, the total income (including dividend received from Indus) of ABTL stood at Rs.3,360.59 Mn, a decline of 32.29% compared to the previous year.

- Idea Cellular Services Limited (ICSL)

ICSL is engaged in the business of providing manpower services to the Company and Idea Telesystems Limited. For the Financial Year 2017-18, the total income stood at Rs.1,332.40 Mn, a decline of 15.22% compared to the previous year on account of rationalisation.

- Idea Cellular Infrastructure Services Limited (ICISL)

ICISL is a tower Company which owned telecom towers of your Company until May 2018 in all the 22 service areas. For the Financial Year 2017-18, the total income stood at Rs.11,452.08 Mn, a growth of 50% compared to the previous year.

The Board of Directors of the Company at its meeting held on November 13, 2017 had approved the sale of its entire shareholding in ICISL to ATC Telecom Infrastructure Private Limited (ATC) for a consideration of Rs.40,000 Mn. Consequently, in line with the requirements of Ind AS 105 - “Non-current Assets Held for Sale and Discontinued Operations”, investment in ICISL of Rs.4,865.08 Mn has been classified as Assets held for Sale. The said sale has been completed on May 31, 2018.

- Idea Telesystems Limited (ITL)

ITL is engaged in the business of trading of mobility devices. For the Financial Year 2017-18, the total income stood at Rs.163.53 Mn, a decline of 54.4% compared to the previous year.

Joint Venture Company

- Indus Towers Limited (Indus), in which Aditya Birla Telecom Limited holds 11.15% stake, is a joint venture with the Bharti Group and Vodafone Group and provides passive infrastructure services in 15 service areas. The revenue from operations for the Financial Year 2017-18 was Rs.187,865 Mn as against Rs.175,280 Mn in the previous financial year registering a growth of 7.2%.

Associate Company

- Aditya Birla Idea Payments Bank Limited (ABIPBL), is an Associate Company wherein your Company currently holds 49% of the equity capital and the balance is held by Grasim Industries Limited. ABIPBL has received banking license for carrying on the business of Payments Bank from Reserve Bank of India (RBI) on 3rd April, 2017 and has also received an authorisation to carry on the business of Prepaid Payments Instrument business. Pursuant to commencement of operations of Payments Bank by Aditya Birla Idea Payments Bank Ltd (ABIPBL) on 22nd February, 2018, the Scheme of Amalgamation of Idea Mobile Commerce Services Limited with ABIPBL which was approved by the High Court(s) in January 2017, has become effective.

In accordance with the provisions contained in Section 136(1) of the Companies Act, 2013 (Act), the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on the Company’s website www.ideacellular.com.

Further, pursuant to the said requirement, the financial statements of each of the aforesaid subsidiary companies are available on the Company’s website www.ideacellular.com and shall be available for inspection during business hours at the Registered Office of the Company. Any member who is interested in obtaining a copy of the financial statements may write to the Company Secretary at the Registered Office of the Company.

In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and joint venture companies is provided as ‘Annexure A’ to this report.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The consolidated financial statements for the Financial Year ended March 31, 2018 are the Company’s first IND-AS compliant annual consolidated financial statements with comparative figures for the year ended March 31, 2018 also under IND-AS.

Risk Management

In compliance with the requirements of regulations contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, your Company has constituted a sub-committee of Directors known as Risk Management Committee, details whereof are set out in the Corporate Governance Report forming part of the Annual Report as to oversee Enterprise Risk Management Framework. Further, your Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

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

A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Committee / Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework. It also provides control measures for risks and future action plans.

Employee Stock Option Schemes

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company and made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company’s website www.ideacellular.com.

A certificate from M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), Statutory Auditors, certifying that the Company’s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

Internal Financial Controls and their adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors and the reviews performed by management and the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2017-18.

Human Resources

The wireless telecom industry experienced an unprecedented disruption in the last year. In such a scenario, coupled with the rise of digital economy, agility in thought and action becomes more important than ever.

Your company, amidst such turbulent times, continues to be an Employer of Choice with high engagement scores, focus on learning & development, employee recognition and effective retention of high potential employees.

Your company’s HR team has continued to be Strategic Partners for the Business by supporting the business in achieving sustainable and responsible growth by building the right capabilities in the organization. It continues to focus on progressive employee relations policies, creating an inclusive work culture and building a strong talent pipeline. As custodians of the Company’s talent, team HR firmly believes in upskilling, empowering and unleashing talent that will trigger path-breaking achievements and help sustain the Company’s performance. HR team is committed to develop new ways of creating and delivering value, re-defining organization structure, performance parameters, digitization and optimization of processes in the most cost effective way that will improve business performance. Your Company has been recognized as being amongst the “Top 25 Best Companies to Work For” conducted by Business Today.

Your Company has a multi-pronged approach to learning, with focused interventions in core and functional areas, organization-wide strategic interventions, as well as holistic leadership development programmes. Your company has continuous focus on Diversity and Inclusivity. HR team has laid stress to build a women friendly workplace by introducing various initiatives around safety, development and progression of women in the organization.

Your Company has also focused on continual process improvement & innovation, building speed and agility in ways of delivering performance through Six Sigma and Lean methodologies.

These strategies have continued to have strong alignment with your Company’s vision to successfully build and sustain Company’s standing as one of India’s most admired and valuable corporations despite unrelenting competitive pressures.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Corporate Governance

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

Business Responsibility Report

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies Act, 2013, read with companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your company has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this report.

Your Company has also in place a CSR Policy and the same is available on your Company’s website http://www.ideacellular.com/investor-relations/ corporate governance.

During the Financial Year 2017-18, your Company spent Rs.199.43 Mn towards CSR activities, which is 0.85% of the average net profits of the last three years. The significant disruption in the telecom industry had an impact on the financial performance of the Company, which has consequently led to decrease in the absolute spending towards CSR activities.

Your Company reached out to around 11 lakh people including children across 20 States. The Company’s key objective is to make a difference to the lives of the underprivileged and help bring them to a self-sustaining level. Your Company began a program Vidya Har Beti Ka Adhikar that addresses the need of KHEL, KITAB and KHANA in government schools with a focus on girl schools. Your Company also supplemented the Government of India’s initiative to enhance cleanliness across India’s rich heritage sites through Swachh Iconic Place, Somnath temple project.

As a socially responsible caring Company, we are committed to play a larger role in India’s sustainable development. That our projects make a difference has been recognized. The Company has received accolades from Gujarat Corporate Social Responsibility Authority, ET2Good4Good-Economic Times and ABG HR Excellence Awards 2017 for Employee Engagement-CSR/ER.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ‘Annexure B’ forming part of this Report.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (‘Act’) the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the financial position of the Company at the end of the financial year and of the financial performance and cash flows of the Company for that period;

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

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

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Kumar Mangalam Birla retire from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company.

During the year under review, Dr. Hansa Wijayasuriya, nominee of Axiata Group Berhad resigned from the Board of your Company with effect from March 30, 2018 pursuant to withdrawal of his nomination by the Axiata Group Berhad. Further, Mrs. Alka M. Bharucha, an Independent Director, has also resigned from the Board of your Company with effect from March 31, 2018 citing personal reasons. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Dr. Hansa Wijayasuriya and Mrs. Alka M. Bharucha in the deliberations of the Board during their tenure as Directors on the Board of Directors of the Company.

The Independent Directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

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

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Himanshu Kapania, Managing Director; Mr. Akshaya Moondra, Whole-time Director and Chief Financial Officer; and Mr. Pankaj Kapdeo, Company Secretary are the Key Managerial Personnel of the Company. They continue to hold the respective offices.

Board Evaluation and Familiarization Programme

The Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

The details of programme for familiarization of Independent Directors of your Company is available on your Company’s Website www.ideacellular.com.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on remuneration of Directors and Senior Management Employees. The remuneration policy is attached as ‘Annexure C’ to this report.

Dividend Distribution Policy

The Board has in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Dividend Distribution Policy. This Policy will provide clarity to the stakeholders on the dividend distribution framework of the Company. The Policy sets out various internal and external factors which shall be considered by the Board in determining the dividend payout. The dividend distribution policy is attached as ‘Annexure I’ to this report and is also available on the website of the Company www.ideacellular.com.

Board Meetings

During the year, seven meetings of the Board of Directors were held. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Board Committees

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

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders’ Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

- Finance Committee

- Securities Allotment Committee

- Capital Raising Committee

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

Audit Committee

The Audit Committee as on the date of the report comprises of three Non-Executive Directors, all of whom are Independent Directors. Mr. Arun Thiagarajan is the Chairman of the Audit Committee with other members being Ms. Tarjani Vakil and Mr. Baldev Raj Gupta. Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this report. Mrs. Alka M. Bharucha and Dr. Shridhir Sariputta Hansa Wijayasuriya ceased to be the member(s) of the Committee with effect from March 31, 2018 and March 30, 2018 respectively. The composition of the Audit Committee meets the requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

Contract and Arrangements with Related Parties

All contracts/ arrangements/transactions entered by the Company during the financial year with the related parties as detailed in Note No. 58 of the Standalone Financial Statements were in ordinary course of business and at an arm’s length basis.

The related party transaction which can be considered material during the year is the existing arrangement with Indus Towers Limited (Indus), a joint venture of the wholly owned subsidiary of your Company which provides Passive Infrastructure services and related operations and maintenance services to various telecom operators in India, including your Company. Indus is currently one of the world’s largest independent passive infrastructure providers. Your Company had entered into a Master Service Agreement (MSA) with Indus in 2008 (which has been amended from time to time) for availing passive infrastructure services provided by them in certain service areas. The MSA requires individual tenancy service contracts to be executed for each passive infrastructure site, the terms of which vary depending on the location, type of site, number of existing tenants, etc. and contain lock in period for ensuring continuity. Such terms are similarly applicable to all other telecom providers having arrangement with Indus. The details of the material related party transaction with Indus for the Financial Year ended March 31, 2018 is provided in Form AOC-2, which is attached as ‘Annexure D’ to this report.

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

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

The policy on Related Party Transactions is uploaded on the Company’s website www.ideacellular.com.

Particulars of Loans, Guarantees and Investments

As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company. The details of such loans made and guarantees given are provided in the standalone financial statements at Note No. 58. Particulars of investments made by the Company are provided in the standalone financial statements at Note Nos. 9 and 13.

Whistle Blower Policy / Vigil Mechanism

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

The Vigil Mechanism is available on your Company’s website www.ideacellular.com.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

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

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

Statutory Auditors

The members of the Company had at its Annual General Meeting held on June 30, 2017, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Firm Registration No. 101049W/E300004), as the Statutory Auditors of the Company for a period of five consecutive years, i.e. till the conclusion of Twenty Seventh Annual General Meeting of the Company to be held in the calendar year 2022, subject to ratification, if required of their appointment by members at every Annual General Meeting.

The requirement to place the matter relating to appointment of the Auditors for ratification by the members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of the Auditors.

Auditors’ Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors’ Report on the Financial Statements including the emphasis of matter relating to the one-time spectrum fee demand raised by the Department of Telecommunications in January, 2013. As explained in the Notes to the Financial Statements, the matter remains sub-judice and does not call for any further explanation/clarification under Section 134(3)(f) of the Companies Act, 2013.

Reporting of Frauds by Auditors:

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in Board’s Report.

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company on the recommendation of the Audit Committee appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2019, at a remuneration as specified in the notice convening the Annual General Meeting.

As required under the Act, the remuneration payable to the Cost Auditors is required to be ratified by the members. Accordingly, a resolution seeking members ratification for the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2018.

The report of the Secretarial Auditor is annexed to this report as ‘Annexure G’. The secretarial audit report does not contain any qualification, reservation or adverse remark.

The contents of the Secretarial Audit Report are self-explanatory. There is a remark on the CSR spend being below prescribed limit which is explained sufficiently in the ‘Annual Report on Corporate Social Responsibility (CSR) Activities’ attached to the Directors’ Report.

Extract of Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT 9 for the Financial Year ended March 31, 2018 is annexed herewith as ‘Annexure H’ to this report.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Two complaints pertaining to sexual harassment were received during the Financial Year 2017-18.

Sustainability Journey

We, at Idea Cellular are building an organization and a business with a strong focus on “Calling Tomorrow”. And this defines our sustainability strategy. In 2016, we set off to define Idea Cellular’s sustainability vision and established a governance structure. The Idea Calling Tomorrow 1.0 initiative analyzed all relevant international standards & practices for mapping each function to key sustainability topics. Our focus then was to set five-year targets until FY21. The Idea Calling Tomorrow 2.0 initiative was focused on mapping the set targets into action. Our Sustainability approach is aligned to the Aditya Birla Group (ABG) Sustainability Framework and is anchored on the following sustainability pillars:

- Responsible Stewardship: As a responsible steward we are accountable for total compliance of sustainability policies. We are

striving to put in place systems and processes to ensure that we are compliant to not only local laws but International Standards set by global bodies.

- Stakeholder Engagement: Idea has a business process mapped out for both internal as well as external stakeholders. Our strategic engagement with these stakeholders will be critical for us to understand which external changes might heavily influence our value chains and business models in the future.

- Future Proofing: As we march on into the future, we are constantly scanning the horizon to assess for and understand all possible business risks and opportunities, addressed through the paradigm of our sustainability framework. We build on our existing Enterprise Risk Management framework to identify the key risks that will have a significant impact on our business. We integrate these risks into the course of our everyday business to ensure that our strategies of today are informed by the risks of the future.

As our business expands in the coming years, it is imperative that we broaden and deepen our engagements with all stakeholders, understand and address all risks and opportunities reiterating our commitment towards long-term sustainability and inclusive growth.

The Company since Financial Year 2015-16 has embarked on a journey to regularly publish a bi-annual Sustainability Report in accordance with the Global Reporting Initiative (GRI) framework which can be downloaded from the Company’s website.

Other Disclosures

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

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

- There was no revision in the financial statements.

- Your Company has not issued any sweat Equity Shares.

- There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers, technology providers, equipment suppliers, value added service partners, all the business associates and above all our subscribers for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment. The perseverance and unstinting efforts of the employees has enabled the Company to retain the ‘Fastest Growing Indian Telecom Brand’ within the sector.

For and on behalf of the Board

Place: Mumbai Kumar Mangalam Birla

Date: July 30, 2018 Chairman


Mar 31, 2017

Directors Report

Dear Shareholders,

We have pleasure in presenting the Twenty Second Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2017.

Company Overview

Your Company is the third largest mobile telecommunications operator in the country, with Pan India operations offering Voice, Broadband Data, Value Added Services (VAS), Digital Content and Mobile Banking Services. The Revenue Market Share (RMS) for your Company stands at 18.7% for the quarter ended December 2016. As of February, 2017, the subscriber base of your company stands at 196.1 Mn (on VLR), with subscriber market share of 19.4%.

The GSM-based 2G services of your Company are available in all 22 service areas of India, covering approximately 1 billion Indians, in nearly 400,000 towns and villages. In October 2016 spectrum auction, your Company has acquired 349.2 MHz of spectrum and completed its Pan India broadband spectrum footprint. Y our Company now owns 3G spectrum in 15 Service Areas and 4G spectrum in 20 Service Areas out of 22 Service Areas.

During the year your Company has launched 3G services in 2 additional service areas of Bihar and Rajasthan on its own spectrum, taking the total count to 15 from earlier 13. However, the 3G services of your Company are available in 21 Service Areas (excluding Odisha) including through intra-circle roaming arrangements with other mobile telecommunications service providers. On 4G front, your Company has rolled out 4G services in 9 new service areas during the year. The 4G launch in Mumbai service area is slated by end of May, 2017, post which the 4G services of your Company will be available in 20 Service Areas (Except Kolkata and Delhi).

Y our Company also holds licenses to offer NLD, ILD and ISP services and registration for IP-1 services. While the NLD and ISP services mainly cater to the captive needs of the Company, the ILD and IP-1 services cater to external customers as well.

Financial Results

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the Financial Year ended March 31, 2017 are the Company s first Ind AS compliant annual financial statements with comparative figures for the year ended March 31, 2016 also under Ind AS. The date of transition is April 1, 2015. The disclosure and effects of first time adoption of Ind AS are detailed in Note 5 of the standalone financial statements and Note 6 of the consolidated financial statements for detailed disclosure and effects on the first time adoption of Ind AS.

The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2017 are summarized as follows:

Rs, Mn

Particulars

Standalone 2016-17 2015-16

Consolidated 2016-17 2015-16

Income from Services

352,565 357,725

355,527 359,164

Other Operating Income

222

312

231

330

Other Income

1,970

1,773

3,069

2,131

Total Revenue

354,757 359,810

358,827 361,625

Operating Expenses

251,838 239,091

252,995

239,819

EBITDA

102,919 120,719

105,832

121,806

Depreciation and Amortisation

77,000

62,232

78,272

62,561

EBIT

25,919

58,487

27,560

59,245

Interest and Finance charges

40,109

17,778

40,411

20,961

EBT

(14,190)

40,709

(12,851)

38,284

Share of JV/Associates

-

-

4,218

4,217

Taxes

(5,879)

14,246

(4,636)

15,220

Profit/(Loss) after Tax

(8,311)

26,463

(3,997)

27,281

Other Comprehensive Income/(Loss), net of tax

(32)

(134)

(43)

(139)

Total Comprehensive Income/(Loss)

(8,343)

26,329

(4,040)

27,142

Operations Review

The Indian wireless industry witnessed an unprecedented disruption in the second half of the year on account of free voice and mobile data promotions by the new entrant. The October 2016 to March 2017 period can be best described as Rs,Period of Telecom Discontinuity'', permanently changing mobility business parameters. Consequently, the revenue KPIs and financial parameters for all mobile operators have sharply declined in H2 FY17. For the first time in its history, the flourishing Indian Mobility industry, is trending towards an annual revenue decline of Rs,2% in FY17 (vs FY16).

As a result of this industry upheaval, the standalone revenue of your Company dropped to an unforeseen level of Rs, 354,757 Mn, registering the first ever annual revenue decline of 1.4%. The EBITDA fell to Rs, 102,919 Mn, registering a decline of 14.7% over the previous year. The Net Loss of the Company for the Financial Year March 31, 2017 stood at Rs, 8,311 Mn, as compared to Net Profit of Rs, 26,463 Mn, for the previous year.

On a consolidated basis, the total revenues stood at Rs, 358,827 Mn, a decline of 0.8% over the previous year. The EBITDA at Rs, 105,832 Mn reflects decrease of 13.1% as compared to the previous year. The consolidated Net Loss stood at Rs, 3,997 Mn, as compared to the consolidated Net Profit of Rs, 27,281 Mn for the previous year.

Your Company withstood the unprecedented prolonged free services offers of the new entrant in the industry and maintained its tag of ''One among the Top Three'' operators in India. Your Company continues to maintain and strengthen its market position both in terms of Revenue and Subscribers.

Despite the free voice and data services by new operator your Company continues to maintain its attractiveness for subscribers. As on February 28, 2017, the reported subscriber base of your Company was 193.3 Mn, an increase of 18.6 Mn subscribers representing a growth of 10.7% over last 12 month period. The VLR subscriber base of your Company grew by 7.5% during same period and stands at 196.1 Mn representing market share of 19.4% as on February 28, 2017. Percentage of active subscriber base to total subscriber base for your Company stands at 101.4%. With over 198 Mn VLR subscribers in March, 2017, the Company opens multiple vistas for growth in Broadband, Digital Content and Payment Services etc.

As per latest published TRAI reports, your Company has gained 29.3% incremental Revenue Market Share (RMS) of the Indian mobile telecommunication service industry during nine months period from April, 2016 to December, 2016. Further, your Company maintained its leadership position in Mobile Number Portability (MNP), based on the net subscriber additions. The trends emerging from MNP are clearly distinguishing the strong operators in terms of customer preference for better quality of services and brand value. As on March 31, 2017, your Company has net MNP gain of

22.1 Mn subscribers, with one out of every four existing mobile customers, who ports out from their existing mobile operator preferring to shift and stay with world class Idea services.

Your Company carried 836 billion voice minutes on its network during Financial Year 2016-17, a growth of 6.4% compared to 786 billion minutes in previous year. The total data usage of 436 billion MB registered a growth of 46.5%, compared to previous year.

Your Company continues to invest in the long term value creators and remains committed towards increasing its geographical coverage as well as improve the capacity of network to address the growing demand of both voice and data. Over the last two financial years (2015-16 & 2016-17), your Company has expanded its telecom infrastructure by 69% adding 98,882 network sites (2G 3G 4G), including nearly quadrupling its wireless broadband sites (3G 4G) from 30,291 in March 2015 to 110,054 in March 2017.

During the year, your Company added a total of 50,004 sites across 2G, 3G and 4G, highest ever site addition by the Company in a year. On the 2G front Company added 4,653 2G sites, expanding the 2G site count to 131,486 as of March 31, 2017. 2G services are now available in nearly 400,000 towns and villages covering around 1 billion Indians, representing approximately 82% of Indian population. On 3G front, your Company added 19,142 sites, expanding the 3G site count to 69,202. 3G services of your Company are now available in more than 92,000 towns and villages covering more than 45% of population in 15 service areas where it is providing 3G services with own spectrum.

Further, your Company after launch of its 4G services on December 23, 2015 has rapidly expanded its presence and as on March 31, 2017, offers 4G Services in 19 service areas on its own spectrum and is slated to introduce 4G services in 20th service area of Mumbai telecom service area in May, 2017. Idea added 26,209 4G sites across these 19 service areas during the year, taking the total 4G site count to 40,852. The 4G services are now available in more than 23,000 towns and villages covering 23% of population in these 19 service areas.

Y our Company is rapidly working in expanding its Optical Fibre Cable (OFC) backbone network, to support growth for broadband data services. During the year your Company expanded its OFC transmission network to 144,600 km compared to 115,500 km a year ago, an expansion of 29,100 km.

Dividend

As your Company has incurred a net loss during the year, your Directors have not recommended any dividend for the year.

Changes in Share Capital

During the year under review, your Company issued and allotted 4,818,853 Equity Shares of '' 10/- each, fully paid-up, to the Option/ RSU grantees pursuant to the exercise of Stock Options/Restricted Stock Units (RSU s) by the eligible employees under the Employee Stock Options Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013).

Consequent to the above, the issued, subscribed and paid-up Equity Share capital of your Company as on March 31, 2017 stood at '' 36,05,32,82,310/ - comprising of 3,60,53,28,231 Equity Shares of '' 10/- each.

Borrowings

During the year under review, your Company raised Rs, 70,000 Mn through issuance of Non-Convertible Debentures (NCDs) at face value of Rs, 1 Mn each on private placement basis. NCDs issued by the Company carry a coupon ranging from 7.57% to 8.12%. Further, the said NCDs have tenure of 5 years to 7 years and all the NCDs are listed on the WDM Segment of National Stock Exchange of India Limited.

The details of repayments / pre-payments of loans and deferred payment obligations towards Department of Telecommunications during the year are as under:

Scheduled Repayments:

(i) Rupee Loans of Rs, 5,225 Mn;

(ii) External Commercial Borrowing of USD 127 Mn; and

(iii) Deferred Payment Liability amounting to Rs, 16,919 Mn. Pre-payments:

(i) Rupee Loans of Rs, 1,800 Mn; and

(ii) Deferred Payment Liability amounting to Rs, 17,530 Mn.

In addition to this, an amount of USD 64 Mn External Commercial Borrowing was primarily refinanced for lowering the cost of borrowing and an amount of Rs, 11,100 Mn was borrowed and repaid in the form of Inter Corporate Deposit from Aditya Birla Telecom Ltd., a wholly owned subsidiary.

Capital Expenditure

Your Company continues to expand its telecommunication infrastructure on 2G, 3G and 4G technology and Optical Fibre Cable (OFC) transmission backbone network (own and through IRU arrangements with other companies) along with building core subscriber and traffic capacities as required. Your Company''s telecom network now offers its GSM services covering over 1 billion Indians in nearly 4,00,000 towns and villages. Further, your Company''s mobile broadband services are now available to approximately 500 million Indians across nearly 1,00,000 towns and villages in 21 service areas.

During the Financial Year 2016-17, in addition to Rs, 130,569 Mn incurred for fresh spectrum procurement, the capital expenditure (including capital advances) incurred during the year was Rs, 77,653 Mn and Rs, 78,407 Mn at standalone and consolidated levels respectively.

Deposits

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

Credit Rating

Your Company enjoys credit rating of CARE AA for its Long Term borrowings and Non-Convertible Debentures and CARE A1 for its short term debt program. On the outlook front, CARE has assigned the outlook of Credit Watch with developing implications . Additionally, Brickwork Ratings has assigned credit rating of BWR AA with Stable Outlook for Non-Convertible Debentures amounting to Rs, 1,000 crore.

Significant Developments:

- Spectrum Auction October, 2016

Your Company participated in Spectrum Auction conducted by Department of Telecommunications (DoT) in October,

2016 and acquired 349.2 MHz of spectrum primarily to expand its broadband services coverage to Pan India and increase its broadband capacity in most of the circles, including 149.2 MHz (2x74.6 MHz) spectrum in FDD technology on 1800 MHz and 2100 MHz frequency bands and 200 MHz of capacity spectrum in TDD technology on 2300 MHz and 2500 MHz frequency bands, at an aggregate value of Rs, 128 billion, with less than 1% premium paid over the DoT reserve price. With this incremental spectrum purchase your Company has successfully completed its mobile broadband footprint across all 22 service areas in India to be used with 3G and 4G technologies and also acquired substantial capacity spectrum to meet future capacity needs for its ever growing 198 Mn quality customer base.

The circle wise spectrum acquired and total commitment is tabulated below:

Circle

Spectrum Won (in MHz)

FDD TDD

Total

(FDD*2 TDD)

Payout (Rs, Mn)

Total

1,800

2,100

2,300

2,500

1800

2100

2300

2500

Andhra Pradesh

-

-

-

10.0

10.0

-

-

-

6,800

6,800

Assam

5.0

-

-

10.0

20.0

2,000

-

-

200

2,200

Bihar

5.0

5.0

-

10.0

30.0

3,100

4,300

-

600

8,000

Gujarat

8.4

-

-

10.0

26.8

19,992

-

-

3,900

23,892

Haryana

4.8

-

-

10.0

19.6

2,366

-

-

800

3,166

Himachal Pradesh

0.6

-

-

10.0

11.2

96

-

-

100

196

Jammu & Kashmir

5.0

-

-

10.0

20.0

650

-

-

100

750

Kerala

-

-

10.0

10.0

20.0

-

-

1,757

1,608

3,365

Madhya Pradesh

4.6

-

10.0

20.0

39.2

3,818

-

820

1,600

6,238

Maharashtra

2.0

-

10.0

10.0

24.0

6,360

-

6,306

5,800

18,466

Mumbai

-

5.0

-

-

10.0

-

23,050

-

-

23,050

North East

-

-

-

10.0

10.0

-

-

-

100

100

Odisha

-

-

-

10.0

10.0

-

-

-

400

400

Punjab

2.0

-

-

-

4.0

1,540

-

-

-

1,540

Rajasthan

5.0

5.0

-

10.0

30.0

4,595

7,000

-

600

12,195

Uttar Pradesh (East)

-

5.0

-

10.0

20.0

-

5,500

-

900

6,400

Uttar Pradesh (West)

7.2

-

-

10.0

24.4

7,222

-

-

1,200

8,422

West Bengal

5.0

-

-

10.0

20.0

2,300

-

-

500

2,800

Total

54.6

20.0

30.0

170.0

349.2

54,039

39,850

8,883

25,208

127,980

Post October, 2016 spectrum auction, your Company''s overall spectrum holding has expanded to 891.2 MHz including 108 MHz on 900 MHz, 413.2 MHz on 1800 MHz, 160 MHz on 2100 MHz, 30 MHz on 2300 MHz and 170 MHz on 2500 MHz to be used for expanding coverage and capacity for Idea on 2G, 3G & 4G services using GSM, HSPA and LTE technologies respectively. The below table provides circle-wise and band-wise spectrum holding for your Company.

Idea Spectrum Holding

Service Areas

FDD

TDD

FDD

GSM Broadband Carrier

900

1800

2100

Total

2300

2500

Total

(2x)1

TDD

(2G)

services

3G

4G

Maharashtra

9.0

11.0

5.0

25.0

10.0

10.0

20.0

70.0

/

2

5

Kerala

6.0

10.0

5.0

21.0

10.0

10.0

20.0

62.0

/

1

5

Madhya Pradesh

7.4

11.6

5.0

24.0

10.0

20.0

30.0

78.0

/

2

7

Uttar Pradesh (West)

5.0

9.4

5.0

19.4

10.0

10.0

48.8

/

1

4

Gujarat

5.0

10.0

5.0

20.0

10.0

10.0

50.0

/

1

4

Andhra Pradesh

5.0

6.0

5.0

16.0

10.0

10.0

42.0

/

1

3

Punjab

5.6

10.0

5.0

20.6

41.2

/

1

2

Haryana

6.0

10.8

5.0

21.8

10.0

10.0

53.6

/

1

4

8 Leadership Circle (Sub Total)

49.0

78.8

40.0

167.8

30.0

80.0

110.0

445.6

10

32

Uttar Pradesh (East)

6.2

10.0

16.2

10.0

10.0

42.4

/

1

3

Rajasthan

11.2

5.0

16.2

10.0

10.0

42.4

/

1

3

Bihar

10.80

5.0

15.8

10.0

10.0

41.6

/

1

3

Himachal Pradesh

9.8

5.0

14.8

10.0

10.0

39.6

/

1

3

Delhi

5.0

.6

8

13.6

27.2

/

1

0

Mumbai

6.4

5.0

11.4

22.8

/

1

Karnataka

5.0

6.0

11.0

22.0

/

1

7 Emerging Circle (Sub Total)

10.0

59.0

30.0

99.0

40.0

40.0

238.0

5

12

Tamil Nadu

11.4

11.4

22.8

/

1

Kolkata

5.0

5.0

10.0

20.0

/

1

West Bengal

11.4

11.4

10.0

10.0

32.8

/

3

Odisha

10.0

10.0

10.0

10.0

30.0

/

3

Assam

10.0

10.0

10.0

10.0

30.0

/

3

North East

11.0

11.0

10.0

10.0

32.0

/

3

Jammu & Kashmir

10.0

5.0

15.0

10.0

10.0

40.0

/

1

3

7 New Circle

(Sub Total)

68.8

10.0

78.8

50.0

50.0

207.6

2

14

Total 22 Circle

59.0

206.6

80.0

345.6

30.0

170.0

200.0

891.2

22

17

57

- Launch of Digital Idea

On January 30, 2017 your Company announced its arrival into the digital world with launch of 3 new exciting Mobile Apps - Idea Music Lounge, Idea Movie Club and Idea Game Spark - giving birth to a "Digital Idea". The new suite of integrated Digital Apps provides one of the best ranges of entertainment content to your Company''s 192 Million plus customer base. These Apps deliver world class user experience in domains that are ''telecom adjacencies'' viz. Music, Movies, Live TV and Gaming. The Digital Idea movement will not only digitize our existing processes and strengthen them, but will also build the Company''s capability for future marking first entry of Idea into internet based economy. Within first 60 days of introduction of digital entertainment applications around

1.5 million customers started to enjoy Idea''s digital content services including approximately 5,50,000 customers on Idea Music App, around 2,75,000 customers on Idea Movie Club App and around 5,00,000 customers on Idea Game Spark App.

A growing percentage of Idea''s existing customers prefer prepaid recharges, postpaid payments and product activations on the Company''s digital channels and your Company remains committed to push online adoption even further, in line with our Prime Minister''s Digital India vision. Your Company has been constantly driving Digital Enablement by augmenting the capabilities on its Website and simplifying ''My Idea'' mobile application. As on March 31, 2017, over 10 Mn Idea subscribers have installed ''My Idea'' mobile application for self-care and product purchases.

Similarly to keep pace with changing customer expectations and ensuring seamless customer experience at all times, your Company has embarked on ''Customer Experience Management’ and advanced analytics journey during the year. This enables delivery of a superior customer experience for mobile broadband and data services and proactive customer care practices through accurate diagnostics leading to higher up-time and an even higher satisfaction for its customers.

- 4GLaunch

Your Company now provides 4G services in 19 service areas, with 7 new service areas launched through 1800 MHz spectrum in Gujarat, Uttar Pradesh (West), Bihar, Rajasthan, West Bengal, Assam and Jammu & Kashmir and 1 service area of Uttar Pradesh (East) launched on 2100 MHz integrating spectrum acquired in October, 2016. Launch of 4G services in Mumbai service area is scheduled in Q1 FY18 through 2100 MHz frequency band. In the October, 2016 Spectrum Auction, your Company won 2*54.6 MHz spectrum block in 1800 frequency band and 20 MHz in 2100 MHz frequency band including 4G LTE compatible contiguous blocks of 5 MHz in 9 service areas and 3G spectrum in 2 service areas. Further in October 2016 auctions, your Company won additional capacity of 30 MHz in three service areas in 2300 MHz band and 170 MHz in 16 service areas in 2500 MHz band. As at end of March 2017, your Company provides 4G coverage to 272 million Indian population with 40,852 sites across 23,000 towns and villages. Post launch of 4G services in 9 new service areas and 3G in 2 new service areas, the broadband service offerings (3G / 4G) of your Company now covers 21 service areas on its own broadband spectrum, Rs,96.5% of Idea revenue and Rs,93.5% of Industry revenue (As per Q3 TRAI reported revenue) and more than 500 million Indians.

- Paperless E-KYC Activations

Taking the digital dream of our Honorable Prime Minister forward, your Company has enabled Aadhar Based Biometric new subscriber activations which not only benefit the customer with instant and paperless activation but also helps the economy by reducing carbon footprint. As on year end your Company had moved 85% prepaid activations to E-KYC activations and is targeting to reach 95% at the earliest.

- Launch of FTTH services

Your Company has ventured into Wireline broadband services to provide ultra-high speed broadband services at customers'' home through FTTH (Fiber-to-the-home) technology. In the month of March, 2017, FTTH service was launched in select premium housing societies in the city of Pune with speeds ranging from 20 Mbps to 200 Mbps. This FTTH service is capable of delivering up to

1 Gbps speeds in near future. The new service is fully scalable to deliver multi-play product and services. This end-to-end fully underground OFC network in Pune, is also scalable to deliver multi-play product and services, as Idea s FTTH is integrated on its own. The expansion of FTTH services will be linked to business performance and experience from Pune. With this initiative, your Company endeavors to stay ahead and provide high speed internet access in the connected world with relevant products and services to cater to emerging market opportunities.

- Merger of Idea Mobile Commerce Services Limited with Aditya Birla Idea Payments Bank Limited

To comply with the Reserve Bank of India (RBI) guidelines on Payments Bank, Idea Mobile Commerce Services Limited (IMCSL), wholly owned subsidiary of the Company had filed a petition under section 391 to 394 of the Companies Act, 1956 with Hon ble High Court of Delhi at New Delhi for its amalgamation with Aditya Birla Idea Payments Bank Limited (ABIPBL) an associate Company, which had also filed similar petition in the Hon ble Bombay High Court. The Hon ble High Court of Bombay and the Hon ble High Court of Delhi at New Delhi have sanctioned the Scheme of Amalgamation vide their orders dated December 9, 2016 and January 3, 2017 respectively. The said scheme of amalgamation is conditional to be effective upon receipt of certain approvals / authorization from RBI. ABIPBL has received license from RBI to carry on Payments Bank business and has also received authorization to carry on PPI business. The business of IMCSL shall be folded into ABIPBL as and when ABIPBL is ready to commence its operations, for which permission is yet to be received from RBI.

- Distribution of assets with consequent reduction in share capital of Aditya Birla Telecom Limited, a wholly-owned subsidiary

During the year, Aditya Birla Telecom Limited (ABTL), a wholly owned subsidiary of the Company, received approval of the Hon ble High Court of Bombay for its application under section 100 of the Companies Act, 1956, for distribution of assets with consequent reduction in share capital held by P5 Asia. Pursuant to this, P5 Asia holds direct equity stake of 4.85% in Indus Towers Ltd. and their stake in ABTL is extinguished.

- Merger of Vodafone India Limited and Vodafone Mobile Services Limited with the Company

The Board of Directors of your Company had at its Meeting held on March 20, 2017, approved merger of Vodafone India Limited (VIL) and Vodafone Mobile Services Limited (VMSL) with your Company (Idea). The said merger shall be subject to receipt of necessary approvals of shareholders and creditors, SEBI, Stock Exchanges, National Company Law Tribunal, the Competition Commission of India, Department of Telecommunications, Foreign Investment Promotion Board, Reserve Bank of India and other governmental authorities as may be required.

Key Highlights of the Merger of VIL and VMSL with Idea are as under:

Entire business of VIL and VMSL (excluding VIL s investment in Indus Towers Ltd., and their certain international network assets and information technology platforms which will be disposed of prior to the merger being effective) will vest in the Company.

Merged company shall be governed by the shareholders agreement. Both Vodafone Group and existing promoters of Idea shall exercise joint control in the merged company. Share exchange ratio considered for the purpose of merger scheme is consistent with recommendations of joint independent values.

Post implementation of the composite scheme of amalgamation and arrangement under the applicable provisions of the Companies Act, 2013, Vodafone Group and existing Promoters of Idea (i.e. Aditya Birla Group and its affiliates) will hold 45.1% and 26% of the equity share capital of the merged company, respectively and the balance 28.9% will be held by the public shareholders. With a view to equalizing the shareholdings of the Vodafone Group and existing Promoters of Idea over a period of time, the existing Promoters of Idea have the right to acquire up to 9.5% additional stake from Vodafone Group under an agreed mechanism. If Vodafone Group and the existing Promoters of Idea do not have equal shareholding by the expiry of the 4th year from completion of the amalgamation, Vodafone Group is obliged to reduce its holding in order to equalize its shareholding with that of the existing Promoters of Idea over the following 5 year period.

Until equalization is achieved the additional shares held by Vodafone Group will be restricted and votes will be exercised jointly under the terms of the shareholder s agreement.

Existing Promoters of Idea and Vodafone Group shall have the right to nominate 3 directors each. The Board will include Independent Directors as required under law;

Existing Promoters of Idea have the sole right to appoint the Chairman. The appointment of the Chief Executive Officer and the Chief Operation Officer will require the approval of both the existing Promoters of Idea and the Vodafone Group. Vodafone Group has the right to appoint the Chief Financial Officer of the merged company;

Certain critical matters of the merged company such as the issue of shares otherwise than on a rights basis, consolidation, subdivision or reclassification of share capital, liquidation, amendments to the constitutional documents, entry into related party transactions, change to the name or key brands or branding strategy of the company, etc. are subject to the affirmative consent of the existing Promoters of Idea and Vodafone Group; and

The Combination of Idea and Vodafone will create the scale to meet customer s rapidly accelerating demand for data consumption and enable significant efficiencies. Run rate operating cost and capex synergies are expected to reach INR 140 billion on annual basis by the fourth full year post completion.

The Board of Directors of your Company believes that the proposed amalgamation will result in, amongst others, the following:

Creation of largest Indian telecom operator with widest mobile network in the country and Pan India 3G /4G footprint;

Sufficient spectrum to compete in the market while offering innovative and attractively priced mobile service to customers;

Acceleration of expansion of wireless broadband networks across India to deliver the Government of India s Digital India mission;

Substantial operating cost and capex synergies creating value for shareholders; and Leveraging the customer s affinity for both the existing brands.

Awards and Recognitions

Some key awards and recognitions received by your Company are:

- Idea was voted by investors as one of the Top 10 Asia s Best Companies in 2017 in a poll conducted by Finance Asia magazine, in the categories of (i) Best CEO (ii) Best CFO (iii) Most Committed to Corporate Governance

(iv) Best at CSR and (v) Best at Investor Relations.

- Idea won the ET Telecom Award 2017 for the Best Enterprise Mobility Service Provider for Logistics Tracking Solution.

- Idea won the Golden Peacock Award for Corporate Social Responsibility for being the best in CSR, among Indian T elecom Companies.

- Idea won Voice & Data Telecom Leadership Awards 2016 in the following categories: (i) CTO of the Year Award for the company s record breaking network rollout in 2016

(ii) Highest Subscriber Additions in 2016 in Maharashtra

& Goa and Madhya Pradesh & Chhattisgarh circles

(iii) Enterprise Business Award for Workforce Tracking Management Solution (iv) Customer Service Award for Centre Management System (v) VAS Award for USSD *191# portal (vi) Marketing Award for Pooling product (vii) Internet & Broadband Award for Internet for All initiative Infrastructure Innovation Award for Telemetric product on IOT by ICISL.

- Idea bagged the Business world Golden Cart Summit and Awards 2016 for India s most preferred brand in the category of Telecommunication Services .

- Idea was recognized among Top 25 Best Companies to Work in 2016 by Business Today.

- Idea won GSMA Chairman s Award for collectively enabling Mobile Connect in India.

- Idea was ranked amongst the Buzziest Brands of the Year in 2016 and rated among Top 3 Brands in Telecom category by afaqs.

New Initiatives

During the year under review, your Company together with its subsidiaries made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are:-

- To announce launch of 4G services, your Company launched the Biggest Small Change campaign with a focus on upgrading customers from 2G/3G to 4G. The campaign leveraged the insight that for those who live online, a small change in technology could make a big impact on their online experience. 4G revolutionized the digital experience for consumers who could now make seamless video calls, stream videos on the go, play multiplayer games, watch movies in HD and stream all their favorite music on their mobile. This was a high decibel campaign across all mediums including TV, Radio, Outdoor and Digital, amongst others.

- Your Company has always been the pioneer in terms of propagating the use of mobile internet. Therefore, to get more customers online, your Company had to tackle the issue of internet relevance. The Get India Online campaign encouraged existing Internet users to share free Internet benefits with non-Internet users and get more people into the data fold and share the advantages of being online. The campaign was truly innovative as it created a new currency for sharing. To support this product initiative, your company launched a communication campaign ''Internet for all . Besides Television, this campaign was amplified via media integrations on Radio & Digital.

- After launching Idea 4G with the Biggest Small Change campaign, your Company democratized 4G in the

Reverse Migration campaign to focus on the fact that 4G transcends all boundaries and is truly for everyone. One of the biggest issues India faces today is lack of opportunities in Rural and small town India. People leave the comfort of their homes and find shelter in already overcrowded cities impacting the lives of both the migrants & the residents, breaking up families, increasing the gap between the developments of the cities versus the development of the villages. Idea 4G was positioned as the new-age infrastructure that would bring opportunities to every Indian across the country and could bridge the gap between urban and rural India. With Idea 4G creating opportunities in villages, every village would now prosper like a city, thus creating a movement of Reverse Migration from urban to rural India.

- Y our Company launched digital services with the launch of three unique apps, Music Lounge, Game Spark and Movie Club. Idea customers can now enjoy a host of entertainment services with these apps. As of March 31, 2017, around 1.5 million subscribers enjoy the new digital content services.

- Your Company launched Long term plans for subscribers that not only made Internet more affordable but also ensured long term engagement of customers. These packs came with the commitment of offering data at the rate of just '' 50/GB.

- Y our Company introduced data pack offering 1GB / day for postpaid 4G handset users. This was a first of its kind offer with such a huge benefit to a large base of postpaid customers in India. The package was designed to catalyse data usage amongst existing customers and to attract more postpaid customers to the Idea network.

- For increased usage and adoption of 4G technology, your Company encouraged its customers to upgrade to a 4G Handset and 4G SIM with innovative offers. Upon upgrading to a 4G handset, customers got 10 GB data for the price of 1GB. Upon upgrading to a 4G SIM, 4G handset customers could get up to 4GB data free.

- Y our Company initiated an engagement drive for MyIdea App; for checking the pack status and doing recharge Data users were incentivized through better benefits on recharge through MyIdea App. Subscribers were notified about offers that were tailor made for each subscriber. As a result of this initiatives within 3 months, App downloads increased by 9%, App recharge revenue increased by 6%, App active users increased by 18%.

- Your Company launched industry first offers with the most prominent and leading e-commerce players Flipkart and Amazon. Also Idea s website now partners with Amazon & Flipkart and offers handpicked popular handsets with propositions that bring significant value to customers and enhance 4G penetration.

- For Data users your Company launched 4G net setter (dongle), Smart Wi-Fi hub and Home Wi-Fi, which are available at competitive price with compelling data plans at select Idea stores across the country.

- While working towards strengthening the digital economy, your Company became the first operator in India to introduce carrier billing on Google Play Store. Idea customers can now buy various apps, e-books, movies, music etc. available on Google Play Store by paying through their prepaid balance or postpaid bill.

- Your Company worked with GSMA and 5 other Indian operators for launching Mobile Connect - a secured way of authentication. Y our Company became the first Indian operator to have a working customer facing app, by enabling mobile connect login in the MyIdea App.

- Y our Company launched Opera games club service with Opera. Idea Games Club is a subscription based app distribution model. Once the user has subscribed to the service, user can download Games Spark app and get access to unlimited downloads of exceptional gaming content. The store contains premium content which has 4 rating in Google play store.

- Idea now allows its net savvy customers to interact with customer care professionals online. Targeted to serve select high end Prepaid & Postpaid Customers, the Live Chat Solution is currently positioned to assist our online users during their Recharge, Bill Payment & Self Care through Idea Cellular website.

- Delivering superior customer experience is a key pillar of sustainable growth and profitability. To consistently deliver a high quality customer experience requires any organization to be completely Customer Centric. Your Company is committed to the philosophy of designing it s product and service offerings from the point of view of the customer. Your Company has been doing this through understanding and meeting customer expectations with help of various Feedback programs, direct VOC listening programs and in this year, launched a company-wide Hello Costumer program, aimed at harnessing the collective employee knowledge and ideation capabilities to devise actions towards improving customer experience and thereby, creating a true Customer-Centric culture across the company.

- Your Company also scaled up digital governance at My Idea stores. An app-based governance system was launched which can be used by field staff to track the stores and customer interactions leading to more active and real-time training need identification.

Subsidiaries, Joint Ventures and Associates

As on March 31, 2017, your Company has five subsidiary companies, one joint venture company and one Associate company, details whereof are as under:

Subsidiaries

- Aditya Birla Telecom Limited, is engaged in the trading of mobility devices and holds 11.15% shareholding in Indus Towers Limited (Indus) as on March 31, 2017.

- Idea Cellular Services Limited, provides manpower services to the Company.

- Idea Cellular Infrastructure Services Limited, is a tower Company owning telecom towers of your Company in all the 22 service areas.

- Idea Telesystems Limited, is engaged in the trading of mobility devices.

- Idea Mobile Commerce Services Limited (IMCSL) is engaged in operating Prepaid Payment Instruments in India. IMCSL is in the process of being amalgamated with ABIPBL. Business of IMCSL shall be folded into ABIPBL as and when ABIPBL is ready to commence its operations, for which permission is yet to be received from RBI.

Joint Venture Company

- Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL - a wholly-owned subsidiary of the Company) holds 11.15% stake, continues to be a joint venture with the Bharti Group and Vodafone Group and provides passive infrastructure services in 15 service areas. Following the direct stake by P5 Asia of 4.85%, the stake of ABTL in Indus stands at 11.15% from 16% held at the beginning of the year.

Associate Company

- Aditya Birla Idea Payments Bank Limited (ABIPBL), is an Associate Company wherein your Company currently holds 9.84% of the equity capital and the balance is held by Aditya Birla Nuvo Limited. Upon merger of IMCSL with ABIPBL, your Company will ultimately hold 49% of the equity capita! and balance 51% of the equity capital will be held by Aditya Birla Nuvo Limited. ABIPBL has received banking license for carrying on the business of Payments Bank from Reserve Bank of India (RBI) on 3rd April, 2017 and has also received an authorization to carry on the business of Prepaid Payments Instrument business. ABIPBL is in the process of launching its operations commercially.

In accordance with the provisions contained in section 136(1) of the Companies Act, 2013 (Act), the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on the Company s website www.ideacellular.com.

Further, pursuant to the said requirement, the financial statements of each of the aforesaid subsidiary companies are available on the Company s website www.ideacellular.com and shall be available for inspection during business hours at the Registered Office of the Company. Any member who is interested in obtaining a copy of the financial statements may write to the Company Secretary at the Registered Office of the Company.

In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and joint venture companies is provided as Annexure A to this report.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The consolidated financial statements for the financial year ended March 31, 2017 are the Company''s first IND-AS compliant annual consolidated financial statements with comparative figures for the year ended March 31, 2016 also under IND-AS. The date of transition is April 1, 2015.

Risk Management

In compliance with the requirements of regulations contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, your Company has constituted a Risk Management

Committee, details whereof are set out in the Corporate Governance Report forming part of the Annual Report. Further, your Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

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

A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Committee / Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

Employee Stock Option Schemes

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) and made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time. During the year under review, in terms of ESOS-2013, the Nomination and Remuneration Committee has granted 4,16,033 Options at an exercise price of '' 110.45 per option and 1,61,869 Restricted Stock Units (RSU) at an exercise price of '' 10/- per RSU. Each Option is convertible into one Equity Share of the Company upon vesting and would vest in 4 equal annual installments after one year of the grant (subject to meeting performance targets) and shall be exercisable within a period of 5 years from the date of vesting. Further each RSU is convertible into one Equity Share of the Company upon vesting and all RSUs would vest at the end of 3 years from the date of grant and shall be exercisable within a period of 5 years from the date of vesting.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company s website www.ideacellular.com.

A certificate from M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, with respect to the implementation of the Company s Employee Stock Option Scheme(s), would be placed at the ensuing Annual General Meeting for inspection by the Members and a copy will also be available for inspection at the Registered Office of the Company.

Internal Control Systems

Your Company s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorized use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors, and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

Human Resources

Your Company continues to be an Employer of Choice with robust hiring of high quality talent, high engagement scores, focus on development and effective retention of high potential employees.

Value based HR programs have enabled your company s HR team to be Strategic Partners for the Business. To keep pace with the evolving demands of the Mobility Business and the New Business Lines like Digital, HR has shifted focus to building capability in newer areas to be able to predict, diagnose, and take actions that will improve business performance. The Employee Engagement Scores continue to be high despite a great deal of volatility and disruption in the macro environment. This has resulted in your Company s ability to retain best talent.

Your Company has had continuous focus on Diversity and Inclusivity. Being an employer of choice your company has hired some of the best talent from premier Management and Engineering Colleges. In addition your company has laid stress to build a women friendly workplace by introducing various initiatives around hiring, development and progression of women employees in the organization.

Your Company has focused on identifying internal talent and nurture them through the culture of continuous learning and development, thereby building capabilities for creating future leaders. The efforts in efficient and effective talent development through internal capability deployment was recognized across industries when your company was awarded the Gold Category Award for the Best Program for Sales Enablement at the 5th edition of the Tata Institute of Social Sciences Leap vault CLO Awards- India in September 2016.

Your Company has also focused on continual process improvement through driving Six Sigma and Lean methodologies. These HR strategies have continued to have strong alignment with your Company s vision to successfully build and sustain Company s standing as one of India s most admired and valuable corporations despite unrelenting competitive pressures.

Your Company has demonstrated the qualities of a good Corporate citizen by investing in the area of Corporate Social Responsibility. Various innovative projects through which socio-economic challenges of under privileged community are addressed were rolled out. In terms of outreach these have been extended to 14 states. Idea Cellular has been ranked 3rd amongst 271 companies for blending CSR with responsible growth by Economic Times. Your Company has also been bestowed the prestigious Golden Peacock Award by Institute of Directors for the year 2016.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Corporate Governance

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

Business Responsibility Report

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ( CSR ) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this report.

Your Company has also in place a CSR Policy and the same is available on your Company s website http:/ / www.ideacellular.com/investor-relations/ corporate governance.

During Financial Year 2016-17, the Company has spent '' 369.6 Mn towards CSR activities as against '' 731.9 Mn required to be spent during the financial year 2016-17. The Company during the year has gradually increased the CSR expense and the number of CSR projects being undertaken. The expense and the number of projects undertaken during the current financial year was around two times the amount spent and projects undertaken during the previous year. The Company s key objective is to make a difference to the lives of the underprivileged and help bring them to a self-sustaining level and is committed to CSR engagement. We are increasing capacity of CSR team to take up more projects. As a socially responsible Company, we are committed to play larger role in India s sustainable development. The implementation has been acknowledged and awarded.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure B forming part of this Report.

Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (Act) the Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the financial position of the Company at the end of the financial year and of the financial performance and cash flows the Company for that period;

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

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

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

In accordance with the provisions of the Companies Act, 2013, Mrs. Rajashree Birla and Dr. Shridhir Sariputta Hansa Wijayasuriya, retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

During the year under review, Mr. R.C. Bhargava, an Independent Director resigned from the Board of your Company with effect from October 1, 2016 citing personal reasons for his resignation. Further, Mrs. Madhabi Puri Buch, an Independent Director, has also resigned from the Board of your Company with effect from April 3, 2017 citing her inability to continue to hold any directorships pursuant to her taking up the position as Whole Time Member of SEBI. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Bhargava and Mrs. Buch in the deliberations of the Board during their tenure as Independent Directors on the Board of Directors of the Company.

Further, based on recommendation of Nomination and Remuneration Committee, Mrs. Alka M. Bharucha (DIN: 00114067) was appointed as an Additional (Independent) Director, on the Board of your Company with effect from December 26, 2016. As per the provisions of Companies Act, 2013 she holds office upto the date of ensuing Annual General Meeting of the Company.

Additionally, based on recommendation of Nomination and Remuneration Committee, Mr. Baldev Raj Gupta (DIN: 00020066) was appointed as an Additional (Independent) Director, on the Board of your Company with effect from May 13, 2017. As per the provisions of Companies Act, 2013 he holds office upto the date of ensuing Annual General Meeting of the Company.

Your Company has received Notice under Section 160 of the Companies Act, 2013 together with requisite deposit from a member proposing appointment of Mrs. Alka Bharucha and Mr. Baldev Raj Gupta as Director(s) on the Board of your Company. Necessary resolution seeking approval of the members for appointment of Mrs. Alka Bharucha and Mr. Baldev Raj Gupta as director(s) has been incorporated in the Notice of the ensuing Annual General Meeting.

The Independent Directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

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

Board Evaluation and Familiarization Programme

The Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

The details of programme for familiarization of Independent Directors of your Company is available on your Company s website www.ideacellular.com.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on remuneration of Directors and Senior Management Employees. The remuneration policy is attached as Annexure C to this report.

Dividend Distribution Policy

The Board has in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Dividend Distribution Policy. This policy will provide clarity to the stakeholders on the dividend distribution framework of the Company. The Policy sets out various internal and external factors which shall be considered by the Board in determining the dividend payout. The dividend distribution policy is attached as Annexure I to this report and is also available on the website of the Company www.ideacellular.com.

Board Meetings

During the year, seven meetings of the Board of Directors were held. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Board Committees

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

Audit Committee

Nomination & Remuneration Committee Stakeholders Relationship Committee Risk Management Committee Corporate Social Responsibility Committee Finance Committee Securities Allotment Committee Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

Audit Committee

Audit Committee currently comprises of Mr. Arun Thiagarajan as Chairman of the Audit Committee with other members being Ms. Tarjani Vakil, Dr. Shridhir Sariputta Hansa Wijayasuriya and Mrs. Alka M. Bharucha. Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this report. Mrs. Madhabi Puri Buch ceased to be the member of the Committee with effect from April 3, 2017. Mrs. Alka M. Bharucha was inducted as a member of the Committee with effect from April 21, 2017.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Himanshu Kapania, Managing Director; Mr. Akshaya Moondra, Whole-time Director and Chief Financial Officer; and Mr. Pankaj Kapdeo, Company Secretary are the Key Managerial Personnel of the Company. They continue to hold the respective offices.

Contract and Arrangements with Related Parties

During the year under review, the Company acquired 10,000 Equity Shares of face value of '' 10 each of Idea Cellular Infrastructure Services Limited (ICISL), a wholly owned subsidiary of the Company at an issue price of Rs, '' 4,96,297 per Equity Share each, for consideration other than cash, against transfer of tower infrastructure undertaking by the Company to ICISL with approval granted by the Audit Committee and the board of directors at their respective meetings. All contracts/ arrangements/ transactions entered by the Company during the financial year with the related parties as detailed in Note no. 59 of the Standalone Financial Statements were in ordinary course of business and at an arm s length basis.

The related party transaction which can be considered material during the year is the existing arrangement with Indus Towers Limited (Indus), a joint venture of the wholly owned subsidiary of your Company which provides Passive Infrastructure services and related operations and maintenance services to various telecom operators in India, including your Company. Indus is currently one of the world s largest independent passive infrastructure providers. Your Company had entered into a Master Service Agreement (MSA) with Indus in 2008 for availing passive infrastructure services provided by them in certain service areas. The MSA requires individual tenancy service contracts to be executed for each passive infrastructure site, the terms of which vary depending on the location, type of site, number of existing tenants, etc. and contain lock in period for ensuring continuity. Such terms are similarly applicable to all other telecom providers having arrangement with Indus. The details of the material related party transaction with Indus for the Financial Year ended March 31, 2017 is provided in Form AOC-2, which is attached as Annexure D to this report.

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

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

The policy on Related Party Transactions is uploaded on the Company s website www.ideacellular.com.

Particulars of Loans, Guarantees and Investments

As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company. The details of such loans made and guarantees given are provided in the standalone financial statements at Note no. 59. Particulars of investments made by the Company are provided in the standalone financial statements at Note nos. 9 and 13.

Vigil Mechanism

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

The Vigil Mechanism is available on your Company s website www.ideacellular.com.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure F to this report.

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

Statutory Auditors

In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditor for two terms of five consecutive years i.e. for a maximum period of ten years.

Further, as per the provisions of the Act, Company is required to comply with these provisions within three years from the commencement of the Act.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company in September, 2005 and were re-appointed at every Annual General Meeting (AGM) thereafter. As they have been in office for more than 10 years, in compliance with the provisions of the Act, the Company had to appoint a new auditor in their place by March 31, 2017. In terms of the shareholder s resolution passed at the 19th Annual General Meeting of the Company held on 26th September, 2014, M/s Deloitte Haskins & Sells LLP shall hold office until the conclusion of the ensuing 22nd AGM.

The Board of Directors has at its Meeting held on February

11, 2017 recommended appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Firm Registration No. 101049W/E300004, as the new statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the ensuing 22nd Annual General Meeting upto the Annual General Meeting of the Company to be held in calendar year 2022.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013. Accordingly, the Board proposes appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants as the statutory auditors of the Company in place of M/s. Deloitte Haskins & Sells LLP, to hold office from the conclusion of this AGM until the conclusion of the 27th AGM of your Company. Necessary resolution seeking approval of the members for appointment of new statutory auditors has been incorporated in the Notice convening the Annual General Meeting forming part of this Annual Report.

Auditors Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors Report on the Financial Statements including the emphasis of matter relating to the one-time spectrum fee demand raised by the Department of Telecommunications in January, 2013. As explained in the Notes to the Financial Statements, the matter remains sub-judice and does not call for any further explanation/ clarification under Section 134(3)(f) of the Companies Act, 2013.

Cost Auditors

In conformity with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board on the recommendation of the Audit Committee has appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2017, at a remuneration as specified in the notice convening the Annual General

Meeting. The Cost Audit Report for the Financial Year 2016-17 will be placed before the Board at the next Meeting of Board of Directors.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, the Board recommends the same for ratification by the shareholders at the ensuing Annual General Meeting.

Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the financial year ended March 31, 2017.

The report of the Secretarial Auditor is annexed to this report as Annexure G . The secretarial audit report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT 9 for the Financial Year ended March 31, 2017 is annexed herewith as Annexure H to this report.

Other Disclosures

There are no material changes and commitments affecting the financial position of your Company between end of financial year and the date of report.

Your Company has not issued any shares with differential voting.

There was no revision in the financial statements.

Your Company has not issued any sweat equity shares.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company s operations in future.

The number of complaints received during the Financial Year 2016-17, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available in the Business Responsibility Report which is part of this Annual Report.

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers, technology providers, equipment suppliers, value added service partners, all the business associates and above all our subscribers for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment. The perseverance and unstinting efforts of the employees has enabled the Company to retain the Fastest Growing Indian Telecom Brand within the sector.

For and on behalf of the Board

Place: Mumbai Kumar Mangalam Birla

Date : May 13, 2017 Chairman


Mar 31, 2015

Dear Members,

We have pleasure in presenting the Twentieth Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2015.

Company Overview

Your Company is the third largest mobile telecommunications operator in the country, with pan India operations offering voice, data and other value added services (VAS). Your Company provides GSM-based 2G and 3G mobile telecommunications services in all 22 service areas in India and 21 service areas respectively. The Company offers 3G services in 12 service areas pursuant to spectrum allocated to the Company and provides 3G services in remaining service areas through intra-circle roaming (ICR) arrangements with other mobile telecommunication service providers. Your company also provides WiFi services in select locations. Your company also has the capability to launch 4G in earmarked service areas based on the spectrum it acquired in February 2014 and March 2015 auctions.

Your company also holds licenses to offer NLD, ILD, ISP and IP-1 services. While the NLD and ISP services mainly cater to the captive needs of the company currently, the ILD and IP-1 services cater to both external and captive needs.

Financial Results

The financial statements of the Company have been prepared in accordance with the mandated Generally Accepted Accounting Principles (Indian GAAP). The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2015 are summarized below:

Rs. Mn

Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Income from 312,521 261,104 315,269 264,320 Services

Other Operating 274 691 440 869 Income

Other Income 4,523 2,239 4,697 2,268

Total Revenue 317,318 264,034 320,406 267,457

Operating 216,061 188,938 207,593 182,268 Expenses

EBITDA 101,257 75,096 112,813 85,189

Depreciation and Amortisation 48,550 40,932 53,036 45,194

EBIT 52,707 34,164 59,777 39,995

Interest and Finance charges 9,316 8,111 10,452 9,552

EBT 43,391 26,053 49,325 30,443

Taxes 15,293 9,160 17,396 10,765

Profit 28,098 16,893 31,929 19,678 after Tax

Operations Review

Your Company is pleased to report another year of splendid performance outpacing the sector growth, maintaining its track record of growing faster than the sector. On a standalone basis, your Company clocked total revenues of Rs. 317,318 Mn, a growth of 20.2% over the previous year, primarily driven by solid growth in Voice and data volumes. The EBITDA also increased to Rs. 101,257 Mn, representing a growth of 34.8 % over the previous year. The Profit after Tax stood at Rs. 28,098 Mn, a rise of 66.3% as compared to the previous year.

On a consolidated basis, the total revenues were Rs. 320,406 Mn, a growth of 19.8% over the previous year. The EBITDA at Rs. 112,813 Mn, reflects a growth of 32.4% as compared to the previous year. The consolidated Profit after Tax stood at Rs. 31,929 Mn, up by 62.3% compared to the previous year.

As on March 31, 2015 the subscriber base of your company was 157.8 Mn, representing a growth of 16.2% over the previous year. Your company continues to improve its market position by gaining higher incremental market share both in terms of revenue as well as in terms of subscribers, and positioned itself as 'One among the Top Three' operators in India.

As per TRAI reports, during the Financial Year 2014-15, your Company gained incremental revenue market share (RMS) of 29.7% of the Indian mobile telecommunication service industry, resulting in RMS improvement of 1.3% compared to the previous year, highest among all telecom operators, thus taking up the RMS to 17.5%. In terms of subscriber market share, during the year your company added 22 Mn subscribers, while the industry added 65.4 Mn subscriber, capturing 33.7% incremental subscriber market share. The subscriber market share for your Company stood at 16.3% as of March 31, 2015, compared to 15% as of March 31, 2014, an improvement of 1.3%. Your company also maintains its leadership position in terms of percentage of active subscriber base to total subscriber base. Further, your Company strengthened its leadership position in Mobile Number Portability (MNP), based on the net subscriber additions.

The overall demand for both Voice and Data remained strong during the year. Your company has added 95.7 Bn voice minutes on its network, highest incremental voice minutes addition in last 4 years, taking the total minutes of usage on the network for the Financial Year 2014-15 to 683.4 Bn, a growth of 16.3% compared to previous year. The total data usage continue to grow by more than 100% on YoY basis. The total data usage of 172.5 Bn MB registered a growth of 117.3%, compared to previous year.

Your Company continues to invest in the long term value creators and remain committed towards increasing its geographical coverage as well as improve the capability of network to address the growing demand of both voice and data. During the year, your Company added 7,589 2G sites, taking the 2G site count to 112,367 as of March 31, 2015. 2G services are now available in more than 360,000 towns and villages. On 3G front, your Company added 8,910 sites increasing its 3G site count to 30,291. Your Company is focused to improve its Optical Fibre Cable (OFC) transmission network, with the growing demand of data. During the year your Company expanded its OFC transmission network approximately to 93,200 km compared to 82,000 km a year ago, an increase of more than 11,000 km

In the recent spectrum auction held in March, 2015, your Company was successful in retaining spectrum in the crucial 900 MHz band in nine of its leadership service areas, and won 54 MHz of 900 MHz Spectrum (including additional 5 MHz in Maharashtra for second carrier of 3G service), which account for over 73% of the company's revenues. Your Company also acquired 20.4 MHz additional spectrum in the 1800 MHz band in six of its key service areas and 5 MHz in the 2100 MHz for launching 3G services in the metro market of Kolkata. This will enable company to further expand its 3G Services on own spectrum to 13 service areas covering 80% of its revenue and provide capability to do 4G roll out on 1800 MHz in 10 Service Areas covering 61% of its revenue.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.60 per equity share of Rs. 10/- each (6 % of face value) for the year ended March 31, 2015. Based on the outstanding paid-up share capital as at the year end, the total dividend payout will amount to Rs. 2,598 Mn inclusive of Rs. 439 Mn of dividend distribution tax. This payment is subject to your approval at the ensuing Annual General Meeting of the Company.

Transfer to Reserves

Your Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2015. However, in line with statutory requirements, your Company has transferred Rs. 103 Mn to Debenture Redemption Reserve.

Changes in Share Capital

During the year under review, your Company had raised Rs. 30,000 Mn by issuing 223,880,597 Equity Shares of Rs. 10/- each under a Qualified Institutions Placement as per Chapter VIII of SEBI (ICDR) Regulations, 2009, at an issue price of Rs. 134/- per Equity Share.

Further, the Company also raised Rs. 7,500 Mn by issuing 51,838,540 Equity Shares of Rs. 10/- each on a preferential basis under Preferential Issue guidelines as per Chapter VII of SEBI (ICDR) Regulations, 2009, to Axiata Investments 2 (India) Limited, (a subsidiary of Axiata Group Berhad, Malaysia), an existing key shareholder of the Company at an issue price of Rs. 144.68 per Equity Share.

Additionally, your Company also issued and allotted 2,493,529 Equity Shares of Rs. 10/- each, fully paid-up, to the option grantees pursuant to the exercise of stock options by eligible employees under the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013).

Consequent to the above, the issued, subscribed and paid-up equity share capital of your Company as on

March 31, 2015 stood at Rs. 35,978,444,270 comprising of 3,597,844,427 equity shares of Rs. 10/- each.

Capital Raising

During the year under review, your Company successfully, managed to raise Rs. 30,000 Mn through a Qualified Institutional Placement (QIP Issue). The issue witnessed strong interest from both foreign and domestic investors and there was a strong participation from long only investors. The issue price of Rs. 134/- per equity share, achieved was strong too, representing a discount of just 2.18% to the floor price.

Additionally, your Company also raised Rs. 7,500 Mn by allotting 51,838,540 equity shares of Rs. 10/- each, on a preferential issue basis to Axiata Investments 2 (India) Limited, an existing key shareholder of the Company, at an issue price of Rs. 144.68 per share.

The above capital raising has enabled to put in place a strong capital structure to support our strategic business plan.

Finance

During the year under review, your Company raised long term borrowings of Rs. 80,500 Mn by way of Rupee Term Loans, of which Rs. 76,475 Mn has been prepaid by the Company on May 14, 2015. Further, during the year, Rupee Term Loans aggregating to Rs. 4,055 Mn have been prepaid and Non-Convertible Debentures (NCDs) amounting to Rs. 750 Mn have been repurchased by the Company.

In addition to the aforesaid prepayment, Long Term Loans aggregating to Rs. 16,191 Mn (including Rs. 10,051 Mn towards External Commercial Borrowings) have been repaid, pursuant to the instalments that fell due.

Capital Expenditure

Your Company continues to expand the telecommunication infrastructure of 2G and 3G sites, Optical Fibre Cable (OFC) transmission network (own and through IRU arrangements with other companies) along with the core capacities as required.

Your Company also participated in the Government conducted spectrum auction held in March, 2015 and committed Rs. 301,375 Mn, which includes Rs. 276,398 Mn towards 54 MHz spectrum in the 900 MHz band, Rs. 19,198 Mn towards 20.4 MHz spectrum in 1800 MHz band and Rs. 5,780 Mn towards spectrum in 2100 MHz band. Out of the above commitment, Rs. 19,350 Mn has been paid before March 31, 2015 and included in Capital Advances.

In addition to the above amount relating to spectrum, the capital expenditure (including capital advances) incurred during the year was Rs. 41,729 Mn and Rs. 45,785 Mn at standalone and consolidated level respectively.

Deposits

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

Credit Rating

With the certainty of 900 MHz spectrum in the key nine service areas and the consistent healthy operational performance, Credit Analysis & Research Limited (CARE), has revised its rating for Long Term borrowings and Non- Convertible Debentures to 'CARE AA ' from 'CARE AA'. Additionally, your Company continues to enjoy credit rating of CARE A1 and CRISIL A1 for its short term debt program.

Significant Developments:

* Spectrum Auction - March 2015

The Auction for Spectrum in 800 MHz band, 900 MHz band, 1800 MHz band and 2100 MHz band commenced on March 4, 2015. The auction was limited to 20 service areas for 800 MHz band, 17 service areas for 900 MHz band, 15 service areas for 1800 MHz band and 17 service areas for 2100 MHz band. The total spectrum put to auction, in all four bands, was 470.75 MHz i.e. 108.75 MHz in 800 MHz band, 177.8 MHz in 900 MHz band, 99.2 MHz in 1800 MHz band and 85 MHz in 2100 MHz band. A large chunk of the spectrum put to auction in 800 MHz band and 1800 MHz band was new spectrum and also the entire spectrum put to auction in 2100 MHz band was new spectrum. However the spectrum put to auction in 900 MHz band was entirely 'in-use' spectrum of existing operators whose licenses were due for extension / renewal in the year 2015/2016.

With renewal of licenses across nine key markets where the 20 years of the license period was ending in December 2015/April 2016, auction was critical for your Company as these nine service areas contributes ~73% of its revenues. Your Company remained focused on framing an auction strategy that ensures business continuity in these leadership markets and lay foundation for the digital age going forward.

As a result, your Company successfully won 54 MHz of 900 MHz band spectrum in these nine key markets. With data business expected to continue its stupendous growth over the next few years, company has also acquired 5 MHz of 2100 MHz band for 3G services in the strategic metro market of Kolkata and contiguous spectrum in the 1800 MHz band in Tamil Nadu and Odisha service areas, for deployment of 4G services at appropriate juncture in the future. This will further expand 3G coverage to 13 circles covering 80% of company's revenues and enable it to roll out 4G services on 1800 MHz band across 10 service areas covering 61% of its revenues. The 9 MHz spectrum won in Maharashtra & Goa will also enable the company to deploy 3G services on 900 MHz (in addition to the existing 2100 MHz band), at an opportune time.

As the Company continues to focus on growing the voice business and enhancing customer experience across all its circles, your Company also acquired additional top up spectrum in 1800 MHz band in UP West - 2.2 MHz, Karnataka - 1 MHz, Himachal Pradesh - 4.8 MHz and North East - 1 MHz.

Overall, your Company won 79.4 MHz of spectrum i.e. 54 MHz in 900 band, 20.4 MHz in 1800 band and 5 MHz in 2100 band, across 14 circles for a total bid valued of approximately Rs. 301,375 Mn. The breakup of the spectrum won is given below:

S. Service 900 MHz 1800 MHz 2100 MHz No. Area Band Band Band

1 Maharashtra 9 MHz

2 Madhya 7.4 MHz Pradesh

3 Haryana 6 MHz

4 Kerala 6 MHz

5 Punjab 5.6 MHz

6 Andhra 5 MHz Pradesh

7 Gujarat 5 MHz

8 Karnataka 5 MHz 1 MHz

9 UP West 5 MHz 2.2 MHz

10 Tamil 6.4 MHz Nadu

11 Odisha 5 MHz

12 Himachal 4.8 MHz Pradesh

13 North East 1 MHz

14 Kolkata 5 MHz

Your Company opted for the deferred payment option and has made upfront payments of Rs. 77,342 Mn (including Rs. 19,350 Mn paid before March 31, 2015) The balance amount will be paid in ten equal instalments after two years moratorium including interest @ 10%.

* One Time Spectrum Charge

The Department of Telecommunications (DoT) had issued demand notices of Rs. 21,135 Mn towards levy of one time spectrum charge. The demand includes a retrospective charge of Rs. 3,691 Mn for holding GSM spectrum beyond 6.2 MHz for the period from July 1, 2008 to December 31, 2012 and also a prospective charge of Rs. 17,444 Mn for GSM spectrum held beyond 4.4 MHz for the period from January 1, 2013 till the expiry of the period of the respective licenses. In the opinion of the Company, the above demands, inter-alia, amount to alteration of financial terms of the licenses issued in the past. Your Company had, therefore, filed a petition before the Hon'ble High Court of Bombay, which directed DoT not to take any coercive action until the next date of hearing.

Subsequently, DoT raised the issue of maintainability. The Hon'ble Court passed a detailed order stating that the case is maintainable and that such issue cannot be taken-up by TDSAT. Interim protection continues and the matter is pending for final hearing.

* Transfer of licenses for Punjab and Karnataka service areas to the Company

In the pending legal matter of transfer of licenses for service areas of Punjab & Karnataka, DoT has transferred these licenses in the name of the Company as directed by Hon'ble Supreme Court pursuant to its order dated January 29, 2014, upon submission of an undertaking. These licences were registered in the name of erstwhile Spice Communications Limited (Spice), which had merged with the Company pursuant to amalgamation order passed by the Hon'ble High Court(s) of Gujarat and Delhi.

While the licenses in respect of Punjab and Karnataka service areas have been transferred to the Company pursuant to aforesaid directive given by Hon'ble Supreme Court to DoT upon furnishing of requisite undertaking by the Company to DoT, the matter relating to challenge of aforesaid demand of Rs. 6,000 Mn for alleged violations of license terms & conditions and merger & acquisition guidelines in connection with amalgamation of Spice, remains sub-judice before Hon'ble TDSAT.

* 3G Services and Intra-Circle Roaming Arrangements

Your Company is presently providing 3G services to its customers in all 11 service areas where it holds spectrum in 2100 MHz band, including Punjab service areas where company received authorization from DoT to launch 3G services in May 2014. Additionally, in March 2015 company has launched 3G services in Delhi service area on 900 MHz band spectrum that it won in February 2014 spectrum auction. Further, the Company provide 3G services in 9 other service areas based on intra-circle roaming arrangements with other leading telecom operators where company does not own 3G spectrum.

The DoT had issued notices to your Company and other operators to stop providing 3G services in the service areas where the operator had not won 3G spectrum, besides levying a penalty of Rs. 500 Mn in each service area. Out of such notices issued to operators, your Company received notices for six service areas. Subsequently matters were heard at TDSAT and in its final Judgment dated April 30, 2014, the Hon'ble Tribunal allowed our Petitions and quashed the DoT penalty notices. In this connection, the DoT had also filed contempt of court petition before Hon'ble High Court of Delhi against certain Directors and Officials of the Company for alleged violation of interim order passed by the Hon'ble High Court of Delhi, which too was later dismissed by Hon'ble Court.

Awards and Recognitions

Some key awards and recognitions received by your Company are:

* Your Company has been ranked 3rd in the best managed public companies, 4th in Corporate Governance and Investor Relations amongst Indian Companies across industries by Finance Asia magazine's annual poll of investors and analysts.

* At EFFIES 2014, Idea was recognized as 3rd Best Client of the Year with 3 awards as set under:

* Gold - Telecom Services category for "No Ullu Banaoing"

* Silver- Integrated Advertising Campaign category for "No Ullu Banaoing"

* Gold - For Best Ongoing Campaign category for "An Idea can change your life"

* Idea was rated 8th among Top 50 Brands across brand, product and service categories in India by BrandZ Awards 2014 basis brand evaluation by WPP Millward Brown.

* Your Company bagged "Pitch Top 50" Brands Award for the year 2014.

* Your Company won the ET Telecom Award for the Best Marketing Campaign of the year for "No Ullu Banaoing". This award is given for the marketing campaign that is not only unique in creativity but also gets the desired business results.

* Your Company yet again won the Economic Times Telecom Awards 2014 for 2 years in succession in the Enterprise category for cab management solution (for implementations for Bookmycab, Fastrack, Mango Cab).

* Idea won awards in Annual Telecom Leadership Forum organised by the popular ICT magazine Voice & Data (from the Cyber Media House).

* Internet and Broadband Category - for introducing the IN platform for billing postpaid data services.

* Marketing Category - for harnessing analytics to gain consumer insights enabling micro marketing.

* Marketing Category - for deployment of cloud based services for Idea's enterprise customers.

New Initiatives

During the year under review, your Company together with its subsidiaries made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are:-

* Idea continued to capture the consumers' imagination with its innovative advertising during the year. While the theme campaign 'No Ullu Banaoing' highlighted the power of mobile internet on Idea network, the latest campaign - 'Idea Internet Network' (IIN) - shows how education on mobile internet can help overcome the barriers created by traditional systems by delivering the power to learn into the hands of anyone who has the passion to learn and an Idea Internet Network connection.

* Idea followed the launch of its online bollywood destination site 'Idea Popcorn Street' (IPCS) (www.ideapopcornstreet.com), by extending the portal to South Indian filmdom - now IPCS has in place the latest on Tamil, Telugu, Malayalam and Kannada movies.

* Your Company launched Magic Recharge product as an innovative means of customer engagement where the simple recharge process got converted to one filled with excitement and customer delight.

* Idea revamped its much popular 121 and 122 USSD portals in its never ending quest to strengthen relationship with its customers and retailers respectively:

* Upfront display of best offers on the 121 USSD portal used by customers for balance enquiry made the customer(s) well aware about the best product deals available for them.

* Recharge feature on 122 USSD portal enabled retailers to check customer best offers as well as recharge for the same making the process easier and faster for them. Also Idea launched the online commission payment through 122, which made its relationship with the channel partners much more transparent and trustworthy.

* Your Company launched unique web portal www.ismartpacks.com which gives customized data offers to prepaid customers.

* Your Company launched easy share plans for prepaid customers which is Industry First and allows the customers to share internet, voice and SMS benefits with friends and family.

* For postpaid customers, your Company launched bouquet of customer centric products such as:

* "No Bill Shock" plans which ensured that customer doesn't get bill amount more than a pre-defined limit.

* Booster packs for customers who run out of data volume or speed in the middle of the bill cycle

* Successfully retained IOCL account for Automation of LPG booking for over 80 mn INDANE consumers by winning the national tender for smart gas solution. This has been one of the biggest enterprise business contracts bagged by any mobile operator in India.

* Idea strengthened its brand further by sustaining its association with high impact media properties through the year by timing its mass media campaigns well, making its presence felt during some of the most popular properties on TV. The brand extended its association with IPL by signing up with Sunrisers Hyderabad for the 2015 edition.

* To increase 3G device penetration amongst Idea customers, Idea (through its subsidiary) further strengthened 'Idea Smartphone' brand by launching five new models in the market in FY 2014-15.

Subsidiaries and Joint Venture

As on March 31, 2015, your Company has five subsidiary companies and one joint venture, details whereof are as under:

Subsidiaries

* Aditya Birla Telecom Limited, holds 16% shareholding in Indus Towers Limited and is engaged in the trading of mobility devices.

* Idea Cellular Services Limited, provides manpower services to the Company.

* Idea Cellular Infrastructure Services Limited, is a tower Company owning towers in Bihar and Odisha service areas and provides passive infrastructure services in these service areas.

* Idea Mobile Commerce Services Limited, is engaged in providing mobile banking services and operating Prepaid Payment Instruments in India.

* Idea Telesystems Limited, is engaged in the trading of mobility devices.

Joint Venture

Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL), a wholly owned subsidiary of the Company holds 16% stake, continues to be a joint venture with the Bharti Group and Vodafone Group and provides passive infrastructure services in 15 service areas.

In accordance with the provisions contained in section 136(1) of the Companies Act, 2013 (Act), the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on the Company's website www.ideacellular.com.

Further, pursuant to the said section, the financial statements of each of the aforesaid subsidiary companies are available on the Company's website www.ideacellular.com and shall be available for inspection during business hours at the Registered Office of the Company. Any member who is interested in obtaining a copy of the financial statements may write to the Company Secretary at the registered office of the Company.

In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and joint venture is provided as Annexure A to this report.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement, entered into with the Stock Exchanges, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

Risk Management

In compliance with the requirements of Clause 49 of the Listing Agreement and the provisions of the Companies Act, 2013, your Company has constituted a Risk Management Committee, details whereof are set out in the Corporate Governance Report forming part of the Annual Report. Further, your Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

Your Company has a well-established Enterprise-wide Risk Management (ERM) framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with your Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. A detailed exercise is being carried out to identify, evaluate, manage and monitor the risks. The Committee / Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

Employee Stock Option Scheme

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) and made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time.

During the year under review, in terms of ESOS-2013, the ESOS Compensation Committee has granted 559,677 Options at an exercise price of Rs. 150.10 per option and 254,499 Restricted Stock Units (RSU) at an exercise price of Rs. 10/- per RSU. Each Option is convertible into one equity share of the Company upon vesting and would vest in 4 equal annual installments after one year of the grant (subject to meeting performance targets) and shall be exercisable within a period of 5 years from the date of vesting. Further each RSU is convertible into one equity share of the Company upon vesting and all RSUs would vest at the end of 3 years from the date of grant and shall be exercisable within a period of 5 years from the date of vesting.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company's website www.ideacellular.com.

A certificate from M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, with respect to the implementation of the Company's Employee Stock Option Scheme(s), would be placed at the ensuing Annual General Meeting for inspection by the Members and a copy will also be available for inspection at the Registered Office of the Company. Internal Control Systems

Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorised use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors, and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

Human Resources

The human resource philosophy and strategy of your Company is to attract and retain the best talent, encourage innovation, create an engaging and motivating workplace environment and be an employer of choice. This was reflected by external recognition through the "HR Excellence Award" given for best practices in Talent Acquisition, presented at the Economic Times HR Excellence Summit 2014. In the previous financial year, your company has also shown an improvement in already high employee engagement scores overall, and significant improvement in areas like training and development and onboarding.

Keeping in view the long term business goals, your company has ensured that the Human Resources strategy is inline and complementary to the business strategy. Your Company will focus on succession planning, building capability in digital space and analytics, and ensuring continued high employee engagement along with effective and efficient talent development and deployment. This strategy has strong alignment with your Company's vision to successfully build and sustain your Company's standing as one of India's most admired and valuable corporations despite unrelenting competitive pressures.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements enshrined in Clause 49 of the Listing Agreement which relates to Corporate Governance. A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 forms part of the Annual Report.

Business Responsibility Report

As stipulated under the Listing Agreement, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this report.

Your Company has also in place a CSR Policy and the same is available on your Company's website http:// www.ideacellular.com/investor-relations/corporate- governance.

The financial year 2014-15, was a preparatory year for the implementation of CSR policy. Being the initial year, the Company was in the process of evaluating the various focus areas for its CSR activities and conducted number of consultations with organizations working in the area of education, health, sanitation, poverty eradication and livelihood generation.

The Company identified some key projects which will be executed during the current financial year 2015-16. A dedicated team is also in place to look after the CSR related activities.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure B forming part of this Report.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 ('Act') the Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

In accordance with the provisions of the Companies Act, 2013, Mrs. Rajashree Birla and Dr. Shridhir Sariputta Hansa Wijayasuriya, retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Further, during the year under review, Mr. Biswajit Subramanian and Dr. Rakesh Jain, Non-Executive Director(s) resigned from the Board of your Company with effect from October 20, 2014 and December 15, 2014 respectively. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Subramanian and Dr. Jain in the deliberations of the Board during their respective tenures.

With coming into the force of the Companies Act, 2013, the Board appointed all the existing Independent Directors viz. Mr. Gian Prakash Gupta, Ms. Tarjani Vakil, Mr. Arun Thiagarajan, Mr. R.C. Bhargava, Mr. P. Murari, Mr. Mohan Gyani and Mrs. Madhabi Puri Buch as Independent Directors under Section 149 of the Companies Act, 2013 for a term of five years upto the conclusion of the Annual General Meeting to be held in calendar year 2019. The Shareholders at their Annual general Meeting held on September 26, 2014 approved their appointment.

The Independent Directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Himanshu Kapania was appointed as the Managing Director of the Company for a period of 5 years with effect from April 1, 2011. His current term of office as Managing Director is due to expire on March 31, 2016. The Board of Directors at its meeting held on July 21, 2015, on the recommendation of the Nomination & Remuneration Committee, has re-appointed Mr. Himanshu Kapania as the Managing Director of the Company with effect from April 1, 2016 for a further period of five years, subject to approval of the members. The resolution seeking approval of the members for the appointment of Mr. Kapania together with the terms and conditions of appointment, have been incorporated in the notice of the ensuing Annual General Meeting.

Board Evaluation and Familiarization Programme

The Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement. The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

The details of programme for familiarization of Independent Directors of your Company is available on your Company's website www.ideacellular.com.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on remuneration of Directors and Senior Management Employees. The remuneration policy is attached as Annexure C to this report.

Board Meetings

During the year, seven meetings of the Board of Directors were held. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Board Committees

During the year, in accordance with the Companies Act, 2013 and provisions of the Listing Agreement, the Board re- constituted some of its Committees. There are currently six committees of the Board, namely:

* Audit Committee

* Nomination & Remuneration Committee

* Stakeholders' Relationship Committee

* Risk Management Committee

* Corporate Social Responsibility Committee

* Finance Committee

* Securities Allotment Committee

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

Audit Committee

The Audit Committee comprises of Mr. Gian Prakash Gupta, Mr. Arun Thiagarajan, Ms. Tarjani Vakil and Dr. Shridhir Sariputta Hansa Wijayasuriya. Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Himanshu Kapania, Managing Director; Mr. Akshaya Moondra, Chief Financial Officer; and Mr. Pankaj Kapdeo, Company Secretary were designated as Key Managerial Personnel of the Company.

Contract and Arrangements with Related Parties

All arrangements / transactions entered by the Company during the year with related parties were in the ordinary course of business and on arm's length basis. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

The related party transactions which can be considered material during the year is the arrangement with Indus Towers Limited (Indus), a joint venture of the wholly-owned subsidiary of your company which provides Passive Infrastructure services and related operations & maintenance services to various telecom operators in India, including your Company. Indus is currently the world's largest passive infrastructure provider. Your Company had entered into a Master Service Agreement (MSA) with Indus in 2008 for availing passive infrastructure services provided by them in certain service areas. The MSA requires individual tenancy service contracts to be executed for each passive infrastructure site, the terms of which vary depending on the location, type of site, number of existing tenants, etc., and contain lock in periods for ensuring continuity. Such terms are similarly applicable to all other telecom providers having arrangements with Indus. The details of the material related party transaction with Indus for the year ended March 31, 2015 is provided in Form AOC-2, which is attached as Annexure D to this report.

All Related Party Transactions are placed before the Audit Committee for their approval. Omnibus approvals are taken for the transactions which are repetitive in nature. The Company has implemented a Related Party Transaction manual and Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Accounting Standard 18.

The policy on Related Party Transactions is uploaded on the Company's website www.ideacellular.com.

Particulars of Loans, Guarantees and Investments

As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of such loans made and guarantees given are provided in the standalone financial statements at Note no. 46. Particulars of investments made by the Company are provided in the standalone financial statements at Note nos. 13 and 15.

Vigil Mechanism

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

The Vigil Mechanism is available on your Company's website www.ideacellular.com.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure F to this report.

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

Statutory Auditors

The members of the Company had at its Annual General Meeting (AGM) held on September 26, 2014, appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018), as the Statutory Auditors of the Company for a period of three years, i.e. till the conclusion of 22nd AGM, subject to ratification of their appointment by members at every AGM.

The Company has received a certificate from the Statutory Auditors to the effect that ratification of their appointment, if made, shall be in compliance with the provisions Section 139 and 141 of the Companies Act, 2013. Accordingly, the Board proposes ratification of their appointment at the ensuing Annual General Meeting.

Auditors' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors' Report on the Financial Statements including the emphasis of matter relating to the one-time spectrum fee demand raised by the Department of Telecommunications in January 2013. As explained in Significant Development section of this report and also in the Notes to the Financial Statements, the matter remains sub-judice and does not call for any further explanation/clarification under Section 134(3)(f) of the Companies Act, 2013.

Cost Auditors

In conformity with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board on the recommendation of the Audit Committee has appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2016 at a remuneration as specified in the notice convening the Annual General Meeting. The Cost Audit Report for the Financial Year 2014-15 has been placed before the Board at their meeting held on July 21, 2015.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for the approval by the shareholders at the ensuing Annual General Meeting.

Secretarial Auditor

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the financial year ended March 31, 2015.

The report of the Secretarial Auditor is annexed to this report as Annexure G. The secretarial audit report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT 9 for the financial year ended March 31, 2015 is annexed herewith as Annexure H to this report.

Other Disclosures

* There are no material changes and commitments affecting the financial position of your Company between end of financial year and the date of report.

* Your Company has not issued any shares with differential voting.

* There was no revision in the financial statements.

* Your Company has not issued any sweat equity shares.

* There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future

* During the year, your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers, technology providers, equipment suppliers, value added service partners and all the business associates for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment. The perseverance and unstinting efforts of the employees has enabled the Company to retain the 'Fastest Growing Indian Telecom Brand' within the sector.

For and on behalf of the Board

Place: Mumbai Kumar Mangalam Birla Date: July 21, 2015 Chairman


Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the Nineteenth Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2014.

Company Overview

Your Company is the third largest mobile telecommunications operator in the country, with pan India operations offering voice, data and other value added services (VAS). Your Company provides GSM-based mobile telecommunications services in all 22 service areas in India, and 3G services in 20 service areas. The Company offers 3G services in 10 service areas pursuant to spectrum allocated to the Company and provides 3G services in 10 additional service areas through intra-circle roaming arrangements with other mobile telecommunication service providers.

Financial Results

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The standalone and consolidated financial highlights of your Company for the Financial Year ended March 31, 2014 are summarised below:

Rs. Mn

Particular Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Income from Services 261,104 220,434 264,320 224,075

Other Income 691 435 869 502

Total Revenue 261,795 220,869 265,189 224,577

Operating Expenses 188,562 169,304 181,852 164,531

EBITDA 73,233 51,565 83,337 60,046

Depreciation and

Amortisation 40,932 30,544 45,194 34,778

EBIT 32,301 21,021 38,143 25,268

Interest and Financing charges 6,248 8,135 7,700 9,495

EBT 26,053 12,886 30,443 15,773

Taxes 9,160 4,703 10,765 5,664

Profit after Tax 16,893 8,183 19,678 10,109

Operations Review

Your Company continued its enviable track record of growing faster than the industry with service revenue growth of 18.4% on a standalone basis. The total subscriber base of your Company as on March 31, 2014 was 135.8 Mn, representing an increase of 11.7% over the previous year.

As per TRAI reports, for the nine months ended December 31, 2013, your Company had a Revenue Market

Share of approximately 16.1% of the Indian mobile telecommunication service industry, one of the highest YoY improvement of 1.3%. Your Company''s subscriber market share stood at 14.8% as of February 28, 2014 compared to 14.0% as of March 31, 2013. The percentage of active subscriber base to total subscriber base is highest in the industry.

Your Company continues to invest in network infrastructure both on 2G and 3G front. During the year Company added 14,684 2G sites, taking the 2G site count to 104,778 as of March 31, 2014. 2G services are now available in more than 340,000 towns and villages. On 3G front Company has added 4,241 sites increasing its 3G site count to 21,381. Your Company has also expanded its Optical Fibre Cable transmission network to 82,000 km compared to 74,000 km a year ago.

In the recent spectrum auction held in February 2014, your Company won 5 MHz spectrum in the 900 MHz band for the Delhi Service Area which is intended to be utilised for offering 3G services. The Company also won 60.2 Mhz spectrum in the 1800 MHz band, which includes 45 MHz contiguous spectrum capable of being used for providing 4G High Speed broadband LTE services in eight service areas. The remaining 15.2 MHz spectrum won in other select service areas would be used to cater to the expansion of its existing services in these service areas.

Your Company''s total minutes of usage on the network for the Financial Year 2013-14 were 587.8 billion minutes.

On a standalone basis, your Company clocked revenue of Rs. 261,795 Mn, a growth of 18.5% over the previous year, primarily driven by 10.5% growth in total minutes of use, 112.4% growth in data volume and also increased rate realization as compared to previous year. The EBITDA also increased to Rs. 73,233 Mn, representing a growth of 42.0% over the previous year.

The Profit after Tax stood at Rs. 16,893 Mn, a rise of 106.4% as compared to the previous year, led by an increase in EBITDA and lower finance & treasury charges partially offset by higher depreciation and amortization charge during the year.

On a consolidated basis, the total revenues were Rs. 265,189 Mn, a growth of 18.1% over the previous year. The EBITDA at Rs. 83,337 Mn, reflects a growth of 38.8% as compared to the previous year. The consolidated Profit after Tax stood at Rs. 19,678 Mn, up by 94.7% compared to the previous year.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.40 per equity share of Rs. 10/- each (4% of face value) for the year ended March 31, 2014. Based on the outstanding paid-up share capital as at the year end, the total dividend payout will amount to Rs. 1,554 Mn inclusive of Rs. 226 Mn of dividend distribution tax. This payment is subject to your approval at the ensuing Annual General Meeting of the Company.

Transfer to Reserves

Your Company has not transferred any amount to General Reserve out of profits available for appropriation. However, in line with statutory requirements, your Company has transferred Rs. 145 Mn to Debenture Redemption Reserve.

Share Capital

During the year, your Company issued and allotted 5,309,995 Equity Shares of Rs. 10/- each, fully paid-up, to the option grantees pursuant to the exercise of stock options by eligible employees under the Employee Stock Option Scheme, 2006 (ESOS-2006).

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2014 stood at Rs. 33,196,317,610, comprising of 3,319,631,761 equity shares of Rs. 10/- each.

Capital Expenditure

Your Company continues to expand the telecommunication infrastructure through the increase in 2G and 3G sites, fibre cable transmission network (our own and through arrangements with other companies). At standalone level, the capital expenditure (including capital advances) incurred during the year was Rs. 43,117 Mn and at consolidated level, the same was Rs. 46,049 Mn.

In addition to this, your Company participated in the Government conducted global spectrum auction held in February, 2014 and committed Rs. 104,242 Mn, which includes Rs. 37,048 Mn towards 5 MHz spectrum in the 900 MHz band and Rs. 67,194 Mn towards 60.2 MHz spectrum in 1800 MHz band.

Significant Developments:

--- Auction of 900 MHz and 1800 MHz spectrum in February 2014

In February, 2014, the Department of Telecommunications (DoT) auctioned spectrum in 900 MHz band for three Metro Service Areas and in 1800 MHz band for all 22 Service Areas. In the 900 MHz band, the entire 46 MHz spectrum in the Metro Service Area was sold for an aggregate price of Rs. 235,896 Mn as against a reserve price of Rs. 127,580 Mn. Similarly, in the 1800 MHz band, bids were received for 307.2 MHz out of 385.2 MHz quantum of spectrum auctioned across all 22 service areas, which were sold for an aggregate price of Rs. 375,726 Mn as against a reserve price of Rs. 196,050 Mn.

Your Company also enthusiastically participated in the above auction and won 5 MHz of spectrum in the 900 MHz band for the Delhi Metro Service Area and an aggregate of 60.2 MHz of spectrum in 1800 MHz band in 11 service areas at a total cost of Rs. 104,242 Mn. The payment terms included on upfront payment of Rs. 31,436 Mn and the balance payable in 10 annual installments after a moratorium of 2 years, with interest of 10% p.a. inbuilt in the annual installment. The upfront payment was financed from internal accruals and the Government deferred payment obligation is reflected as debt in the Balance Sheet.

--- One Time Spectrum Charge

The Department of Telecommunications (DoT) had issued demand notices of Rs. 21,135 Mn towards levy of one time spectrum charge. The demand includes a retrospective charge of Rs. 3,691 Mn for holding GSM spectrum beyond 6.2 MHz for the period from July 1, 2008 to December 31, 2012 and also a prospective charge of Rs. 17,444 Mn for GSM spectrum held beyond 4.4 MHz for the period from January 1, 2013 till the expiry of the period of the respective licenses. In the opinion of the Company, the above demands, inter-alia, amount to alteration of financial terms of the licenses issued in the past. Your Company has, therefore, filed a petition before the Hon''ble High Court of Bombay, which directed DoT not to take any coercive action until the next date of hearing. The matter is pending for final hearing.

--- Signing of Unified License(s) for services areas where licenses were quashed by Supreme Court Judgement of February, 2012

The Department of Telecommunications (DoT) conducted an auction for the 1800 MHz spectrum in November, 2012 as directed by the Hon''ble Supreme Court''s judgement dated February 2, 2012, which had quashed the licenses and spectrum granted to telecom operators on or after January 10, 2008 pursuant to two press releases issued on January 10, 2008. As your Company was impacted by the said judgement in seven service areas, your Company participated in the spectrum auction held in November 2012 and was successful in winning back the spectrum for all these impacted service areas at a bid amount of Rs. 19,848.8 Mn. The DoT then also set-off Rs. 6,845.9 Mn paid earlier by your Company as entry fee for licenses granted in 2008. The Company chose the deferred payment option facility for the remaining amount as per the deferred payment option available as part of the auction terms.

Post several meetings and discussions, the DoT signed the Unified License for seven quashed service areas in October, 2013. Thereafter, in November, 2013, your Company was allocated the spectrum won in November, 2012 auction. The Company has also taken necessary endorsements for continuing the usage of telecom resources already in use since 2008 viz. MSC codes, SP codes, EMF approvals etc. Our request for validation of microwave spectrum and SACFA approvals is being processed by DoT.

--- Transfer of licenses for Punjab and Karnataka service areas to the Company

In the pending legal matter of transfer of licenses for service areas of Punjab & Karnataka, DoT has transferred these licenses in the name of the Company as directed by Hon''ble Supreme Court pursuant to its order dated January 29, 2014, upon submission of an undertaking. These licences were registered in the name of erstwhile Spice Communications Limited (Spice), which had merged with the Company pursuant to amalgamation order passed by the Hon''ble High Court(s) of Gujarat and Delhi.

In this connection, earlier on November 29, 2013, DoT had issued a demand of Rs. 6,000 Mn for alleged violations of license terms & conditions and merger & acquisition guidelines in connection with amalgamation of Spice and agreeing to take on record the transfer of licenses provided the company pays this demand and other dues, including one time spectrum charge. The Company aggrieved by the said demand, had approached Hon''ble TDSAT as also seeking direction for transfer of licenses. Vide its order dated December 10, 2013, Hon''ble TDSAT had restrained DoT from taking any coercive action in the matter. While the licenses in respect of Punjab and Karnataka service areas have been transferred to the Company pursuant to aforesaid directive given by Hon''ble Supreme Court to DoT upon furnishing of requisite undertaking by the Company to DoT, the matter relating to challenge of aforesaid demand of Rs. 6,000 Mn remains subjudice before Hon''ble TDSAT.

--- 3G Spectrum for Punjab Service Area

In the pending legal matter of commercial usage of 3G Spectrum in respect of Punjab Service Area, the DoT issued Letter of Intent in February, 2014 and subsequent license amendment enabling launch of Idea 3G commercial services. The DoT earmarked the usage of 3G spectrum in March, 2014. Your Company is in the process of launching 3G services shortly in Punjab service area.

--- 3G Services and Intra-Circle Roaming Arrangements

Your Company is presently providing 3G services to its customers in 10 service areas (except Punjab) out of the 11 service areas where it holds spectrum in 2100 MHz band. The Company had also entered into intra-circle roaming arrangements with other leading operators in 10 other service areas where we did not win 3G spectrum to provide 3G services to the customers.

The DoT had issued notices to your Company and other operators to stop providing 3G services in the service areas where the operator had not won 3G spectrum, besides levying a penalty of Rs. 500 Mn in each service area. Out of such notices issued to operators, your Company received notices for six service areas. It had challenged the said notices before the Hon''ble High Court of Delhi. The court had granted interim stay subject to restriction that facilities based on 3G ICR arrangement will not be available to any new subscriber. Subsequently, the matter was withdrawn from Delhi High Court and fresh petition was filed at TDSAT. Your Company implemented the directions of Hon''ble Court for all such service areas where 3G services are provided under intra-circle roaming arrangements. The proceedings in TDSAT are complete and the final Judgment is expected shortly. In this connection, the DoT had also filed contempt of court petition before Hon''ble High Court of Delhi against certain Directors and Officials of the Company for alleged violation of interim order passed by the Hon''ble High Court of Delhi, which is pending adjudication.

Awards and Recognitions

Your Company''s outstanding work in the field of business, advertising and marketing continues to be recognized not only nationally but even at international forums.

- -- At EFFIES 2013 Idea was recognized as 3rd Best Client of the Year with 4 awards as set under:

- Gold in ''Integrated Advertising Campaign'' for Honey-Bunny campaign.

- Gold in ''Services-Telecom & Related Products'' for Telephone Exchange campaign.

- Silver in ''Services-Telecom & Related Products'' for Honey-Bunny campaign.

- Bronze for Best On-going campaign for What an idea! Series of advertising.

- -- Idea''s Pan India coverage campaign ''Honey-Bunny'', won a Silver and a Bronze at the APAC EFFIES and also won a Silver at Emvies, 2013.

- -- Idea won EMMY''s Integrated Campaign Awards 2013 for Honey-Bunny campaign.

- -- Idea has been awarded with the ''Storyboard Brand Campaign of the Year Award'' for Honey-Bunny campaign at CNBC TV18 India Business Leader Awards 2013.

- -- Idea has also won the Citizen Journalist Awards, 2013.

- -- Idea received the Amity Telecom Excellence Award for ''The Best Rural Services Provider of the Year 2013''.

- -- Idea received the Amity Leadership Award 2013 in ''Leveraging IT in Telecommunications Sector''.

--- Idea Ranked No.1 in the Telecommunications sector as a part of India''s Best Company to Work Study in 2013 and 17th overall among 550 participating companies.

--- Idea has been adjudged as the "Best Place to Work" at the Asia Communication Awards 2013.

--- Idea won the ''Most Innovative Service Provider Award'' under ''Enterprise category'' (for Smart Gas Solution) and ''My Favorite Service Provider Award'' at The Economic Times Telecom Awards 2013.

New Initiatives

During the year under review, your Company together with its subsidiaries made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are:- --- Idea has been torch bearer for innovative advertising and customer engagement activities. Idea launched well timed mass media campaigns throughout the year with a mix of thematic and product campaigns. The theme campaign ''no ullu banaoing'' highlights the power of mobile internet on the Idea network and how it can empower users to evade unscrupulous situations and people in India.

--- To increase 3G device penetration amongst Idea customers, your Company (through its subsidiary) further strengthened ''Idea Smartphone'' brand by launching eight new models in the market in FY 2013-14.

--- In the arena of Value Added Services, many innovative services have been launched. Some of these include Unlimited Music streaming & downloading experience with ''Idea Music Hub'', premium International mobile games like Gameloft Club, Toll free, access to classified information like Idea Yellow Pages etc.

--- Idea launched an online Bollywood destination site this year called ''Idea Popcorn Street'' (www.ideapopcornstreet.com), which is the first of its kind branded content site offering Bollywood fans an array of interesting trivia, videos and updates.

--- Idea led the industry on various product innovations improving customer experience such as:

- Launch of ''Choice Recharge'', which enables customers to choose any one option from five different options on a single recharge which brings customer convenience.

- Launch of ''Choice Number'', giving a new customer an opportunity to choose his or her number of preference, which was first of its kind initiative in the industry.

- Launch of ''!-Plan'' for the postpaid segment, providing customers the flexibility to choose, create and customize their monthly plan from a bouquet of voice and data packs.

--- Idea continued to strengthen its brand by sustaining its association with high impact media properties like ''Kaun Banega Crorepati'', ''Idea Filmfare Awards'', ''Citizen Journalists Awards'', in addition to several regional media properties. The brand continued its association with the Delhi Daredevils team in IPL 7.

--- Your Company has successfully rolled out one of the most complex and massive Postpaid Customer Relationship Management (CRM) and Billing Solution stack across 21 circles, which will enable your Company to harness the multiple benefits of a singular comprehensive window to the 360 degree understanding and servicing of a customer; with huge operational efficiencies.

--- To enhance customer experience, your Company also launched the "Customer First Program", which involves face to face interactions between your Company''s employees and customer plus engagement with customers over various channels of communication. The inputs gathered through these customer interactions and via various channels are then further analyzed and improvements in processes are done for enhancing customer experience.

--- Your Company has recently launched "Idea Select Matinees" in identified few circles wherein, loyalty customers get tangible rewards in the form of free movie tickets. Premium loyal customers are also gifted with personalized annual calendars and greeted on their birthdays with exclusive gifts.

--- Your Company has a complete program in place for measuring Customer Experience across various segments, geographies and touch-points. Through a pre-determined calendar of multiple surveys encompassing various aspects, your Company is committed to driving customer delight at every step.

Subsidiaries and Joint Venture

As on March 31, 2014, your Company has 5 subsidiary companies and one joint venture, which are as under:

Subsidiaries

--- Aditya Birla Telecom Limited, holds 16% shareholding in Indus Towers Limited and is engaged in the trading of communication devices.

--- Idea Cellular Services Limited, provides manpower services to the Company.

--- Idea Cellular Infrastructure Services Limited, is a tower Company owning towers in Bihar and Orissa service areas and provides passive infrastructure services in these service areas.

--- Idea Mobile Commerce Services Limited, is engaged in the business of Mobile Banking.

--- Idea Telesystems Limited, is engaged in the trading of communication devices.

As required under the Listing Agreement entered into with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act, 1956. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

In terms of general exemption granted by the Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the reports and annual accounts of the aforesaid Subsidiary Companies for the Financial Year ended March 31, 2014 have not been attached to the Company''s Accounts.

The annual accounts and other related information of the Subsidiary Companies shall be available for inspection during business hours by the members at the Registered Office of the Company. The copies of these documents will also be made available to the members of the Company upon request.

Joint Venture

Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL), a wholly owned subsidiary of the Company holds 16% stake, continues to be a joint venture with the Bharti Group and Vodafone Group that provides passive infrastructure services in 15 service areas.

Fixed Deposits

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

Enterprise Risk Management

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

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements enshrined in Clause 49 of the Listing Agreement which relates to Corporate Governance. A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 forms part of the Annual Report.

Credit Rating

Your Company continues to enjoy credit rating of CARE A1 and CRISIL A1 for its short term debt program and CARE AA rating for its long term debt program.

Employee Stock Option Scheme

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and made grants to eligible employees under ESOS-2006 from time to time.

Further, the Board of Directors of your Company has approved formulation of a new Employee Stock Option Scheme viz. "Idea Cellular Limited Employee Stock Option Scheme – 2013" ("ESOS-2013") in terms of the SEBI guidelines, which has also been approved by you at the Annual General Meeting held on 16th September, 2013. The Board has mandated the existing ESOS Compensation Committee to implement and administer the ESOS-2013. In terms of the ESOS-2013, the ESOS Compensation Committee has granted 1,85,65,428 Options at an exercise price of Rs. 126.45 per option and 81,05,587 Restricted Stock Units (RSU) at an exercise price of Rs. 10/- per RSU. Each Option is convertible into one equity share of the Company upon vesting and would vest in 4 equal annual installments after one year of the grant and shall be exercisable within a period of 5 years from the date of vesting. Further each RSU is convertible into one equity share of the Company upon vesting and all RSUs would vest at the end of 3 years from the date of grant and shall be exercisable within a period of 5 years from the date of vesting.

The relevant disclosure in compliance with Clause 12 of Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, is set out in Annexure ''A'' to this Report.

A certificate from M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, with respect to the implementation of the Company''s Employees Stock Option Scheme, would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same will also be available for inspection at the Registered Office of the Company.

Human Resources

The human resource philosophy and strategy of your Company is to attract and retain the best talent, encourage innovation, and create an engaging and motivating workplace environment. This strategy has strong alignment with your Company''s vision to successfully build and sustain your Company''s standing as one of India''s most admired and valuable corporations despite unrelenting competitive pressures.

Your Company continues its focus on building & developing the leadership pipeline, upgradation of workforce skills, and being an employer of choice. This was reflected by external recognition through "Best Place to Work" at Asia Communication Awards 2013 and No. 1 in Telecom sector in "India''s Best Companies to Work for Study - 2013" conducted by The Economic Times in association with the Great Place to Work Institute.

Your Company''s basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered on accountability is in place. Your Company feels this is critical to enable it to retain its competitive edge.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities based on market capitalization at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspectives. Accordingly, a Business Responsibility Report, as stipulated under Clause 55 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Kumar Mangalam Birla and Mr. Sanjeev Aga retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

In addition, in line with the provisions contained in Companies Act, 2013, the Board shall also consider re-appointment of Independent Directors for fixed tenure subject to necessary decision to be taken by the Board at a subsequent board meeting.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 (as amended), are given to the extent applicable in the Annexure ''B'' forming part of this Report.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors'' Report, as an addendum thereto. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts, as set out therein, are being sent to all members of your Company excluding the aforesaid information about employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

Directors'' Responsibility Statement

Your Directors affirm that the audited accounts containing the financial statements for the Financial Year 2013-14 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

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

c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

Statutory Auditors

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting.

The Statutory Auditors have confirmed that their appointment, if made, shall be in accordance with the conditions as prescribed in the Rule 4 of the Companies (Audit and Auditors) Rules, 2014, and that they are not disqualified for appointment within the meaning of Section 139 and 141 of the Companies Act, 2013. The Board proposes their re-appointment.

Auditors'' Report and Notes to Financial Statements

The Board has duly reviewed the Statutory Auditors'' Report on the Financial Statements including matter relating to demand of one-time spectrum fee emphasized in the report. As explained in Significant Development section of this report and also in the Notes to the Financial Statements, the matter remains sub-judice and does not call for any further explanation/clarification under Section 217(3) of the Companies Act, 1956.

Cost Auditors

The Board on the recommendation of the Audit Committee have appointed M/s Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your Company for the Financial Year ended March 31, 2015. The Cost Audit Report for the Financial Year 2013-14 is yet to be placed before the Board.

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

Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications, Telecom Regulatory Authority of India, the Central Government, the State Governments, all its investors & stakeholders, bankers, technology providers, equipment suppliers, value added service partners and all the business associates for the co-operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment. The perseverance and unstinting efforts of the employees have enabled the Company to retain the ''Fastest Growing Indian Telecom Brand'' within the sector.

For and on behalf of the Board

Place: Mumbai Arun Thiagarajan Himanshu Kapania

Date: April 28, 2014 Director Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the eighteenth Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2013.

Financial Results

The standalone and consolidated financial results of your Company for the financial year ended March 31, 2013 are summarised below:

Rs. Mn

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Income from Services 220,434 192,753 224,075 194,887

Other Income 435 470 502 525

Total Revenue 220,869 193,223 224,577 195,412

Operating Expenses 169,304 150,095 164,531 144,489

EBITDA 51,565 43,128 60,046 50,923

Depreciation and Amortisation 30,544 25,628 34,778 29,813

EBIT 21,021 17,501 25,268 21,110

Interest and Financing charges 8,135 9,078 9,495 10,557

EBT 12,886 8,423 15,773 10,553

Taxes 4,703 2,657 5,664 3,323

Profit after Tax 8,183 5,765 10,109 7,230

Operations Review

Your Company maintained its track record of continued superior performance in terms of revenue growth year on year and grew faster than the industry. The revenue market share of your company increased from 15.0% in Q4 FY 11-12 to 15.7% in Q4 FY 12-13.

The total subscriber base of your Company as on March 31, 2013 was 121.6 Mn, representing an increase of 7.9% over the previous year. On a national basis, your Company''s subscriber market share stood at 14.0% as of March 31, 2013 compared to 12.3% as of March 31, 2012. The percentage of active subscriber base to total subscriber base at 98.9% is best in the industry.

Your Company''s 3G investment plans are on track with high speed broad band services now available in 20 service areas (including those with roaming arrangements), with around 5.1 Mn subscribers actively using the Company''s 3G platform and enjoying wireless broadband services.

Your Company''s total minutes of usage on the network for the financial year 2012-13 crossed 532 billion minutes, maintaining its position among the top 10 Telecom Operators in the world.

On a standalone basis, the total revenues of your Company were Rs. 220,869 Mn, representing a growth of 14.3% over the previous year, primarily driven by 17.4% growth in total minutes of use. The EBITDA also increased to Rs. 51,565 Mn, representing a growth of 19.6% over the previous year.

The Profit after Tax stood at Rs. 8,183 Mn, a rise of 42% as compared to the previous year, led by an increase in EBITDA and lower Finance & Treasury charges. As of March 31, 2013, your Company has accumulated Profits of Rs. 17,174 Mn.

On a consolidated basis, the total revenues were Rs. 224,577 Mn, representing a growth of 14.9% over the previous year. The EBITDA at Rs. 60,046 Mn, reflects a growth of 17.9% as compared to the previous year. The consolidated Profit after Tax stood at Rs. 10,109 Mn, up by 39.8% compared to the previous year.

Dividend

Your Directors are pleased to recommend a maiden dividend of Rs. 0.30 per equity share of Rs. 10/- each (3% of face value) for the year ended March 31, 2013. The total dividend payout will amount to Rs. 1,163 Mn inclusive of Rs. 169 Mn of dividend distribution tax. This payment is subject to your approval at the ensuing Annual General Meeting of the Company.

Transfer to Reserves

Out of the profit earned Rs. 93 Mn has been transferred to Debenture Redemption Reserve. Further, the balance of Rs. 169 Mn, lying unutilized in the Business Restructuring Reserve, created pursuant to a Scheme of Amalgamation of the erstwhile Spice Communications Limited was transferred to the General Reserve.

Share Capital

Your Company issued and allotted 5,476,656 Equity Shares of Rs. 10/- each, fully paid-up, to the option grantees pursuant to the exercise of stock options by eligible employees under the Employee Stock Option Scheme, 2006 (ESOS-2006) during the year.

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2013 stood at Rs. 33,143,217,660/-, comprising of 3,314,321,766 Equity Shares of Rs. 10/- each.

Credit Rating

Your Company continues to enjoy credit rating of CARE A1 and CRISIL A1 for its short term debt program and CARE AA rating for its long term debt program.

Capital Expenditure

Your Company continues to expand its reach to tap the un- penetrated areas and enhance the quality of its network. During the year your Company added 6,904 2G cell sites and 4,315 3G cell sites, thereby expanding its network to 90,094 2G cell sites and 17,140 3G cell sites.

At a consolidated level, the capital expenditure (including capital advances) incurred during the year was Rs. 41,441 Mn.

In addition to this, your Company also incurred Rs. 20,313 Mn towards spectrum in the 1800 MHz band (Rs. 19,849 Mn to win back spectrum in the seven service areas where its operational licenses were cancelled and Rs. 464 Mn for one additional block of spectrum for Bihar service area) and also incurred Rs. 60 Mn for acquiring fresh licenses for these seven service areas.

Employee Stock Option Scheme

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and made grants to eligible employees under ESOS-2006 from time to time.

The relevant disclosure in compliance with clause 12 of Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, is set out in Annexure ''A'' to this Report.

A certificate from M/s. Deloitte Haskins & Sells, Statutory Auditors, with respect to the implementation of the Company''s Employees Stock Option Scheme, would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same will also be available for inspection at the registered office of the Company.

Further, the Board of Directors of your Company has vide resolution dated May 10, 2013 approved formulation of a new Employee Stock Option Scheme viz. "Idea Cellular Limited Employee Stock Option Scheme - 2013" ("ESOS-2013") in terms of the SEBI guidelines. The Board has mandated the existing ESOS Compensation Committee to implement and administer the ESOS-2013.

Items seeking your approval for introduction and implementation of ESOS-2013 and granting such number of Stock Options exercisable into not more than 3,55,49,000 equity shares of Rs. 10/- each to permanent employees, including any Managing or Whole-time Director(s) of your Company and its holding and / or subsidiary companies are included in the Notice convening the Annual General Meeting together with the Explanatory Statement.

Human Resources

The human resource philosophy and strategy of your Company is structured to attract and retain the best talent, encourage innovation and create an engaging and motivating workplace environment. This strategy has, through strong alignment with your Company''s vision, successfully built and sustained your Company''s standing as one of India''s most admired and valuable corporations despite unrelenting competitive pressures, and will continue to be a source of competitive advantage in the future.

The Aditya Birla Group Human Resources function has played and continues to play an integral role in your Company''s Talent Management Process.

Several innovative people-focused initiatives have been instituted at the Group level, and these are translated into action at all of the Group Companies. Your Company''s basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. Your Company feels this is critical to enable us to maintain our competitive edge.

Significant Developments:

- One Time Spectrum Charges

The Department of Telecommunications (DoT) had issued demand notices towards one time spectrum charges for spectrum held beyond 6.2 MHz in respect of certain service areas for the retrospective period from July 1, 2008 to December 31, 2012, amounting to Rs. 3,691.3 Mn, and for spectrum held beyond 4.4 MHz in respective service areas effective January 1, 2013 untill the expiry of the period as per respective licenses amounting to Rs. 17,443.7 Mn. As the above demands amount to alteration of financial terms of the licenses issued in the past, your Company therefore, filed a petition before the Hon''ble High Court of Bombay, which granted stay and directed DoT to respond and not to take any coercive action until the next date of hearing. The matter is pending for further hearing.

- Supreme Court Judgment on quashing of licenses granted in January, 2008 and subsequent Auction of Spectrum

The Department of Telecommunications (DoT) conducted an auction for the 1800 MHz spectrum in November 2012 as required by the Hon''ble Supreme Court''s judgment dated February 2, 2012 which quashed the licenses and spectrum granted to telecom operators on or after January 10, 2008 pursuant to two press releases issued on January 10, 2008. As your Company was impacted by the said judgment in seven service areas, we participated in the said auction and were successful in winning back the spectrum for these impacted service areas at a price of Rs. 19,848.8 Mn. DoT then set-off Rs. 6,845.9 Mn earlier paid by your Company as entry fee for licenses granted in 2008 and as per the payment option available as part of the auction, we have chosen the deferred payment option for the balance amount. DoT has issued Letter of Intent(s) (LoI) earmarking the spectrum won in these seven service areas and also for award of Unified Licenses. Your Company has applied to DoT for issue of new licenses in these seven service areas and paid the license fee aggregating to Rs. 60 Mn. Pending conversion of LoI''s into unified licenses, the ongoing operations continue in these service areas.

- 3G Services and Intra Circle Roaming Arrangements Your Company is providing 3G services to its customers in 10 service areas out of the 11 service areas (except Punjab), where it had won 3G spectrum during the May 2010 auction. The DoT has not yet allowed commercial usage of the earmarked 3G spectrum for Punjab service area to your Company. We have also entered into intra circle roaming arrangements with other leading operators in 10 other service areas where we did not win 3G spectrum to provide 3G services to the customers.

The DoT issued notices to your Company and other operators to stop providing 3G services in the service areas where the operator had not won 3G spectrum, besides levying a penalty of Rs. 50 crore in each service area. Out of such notices issued to operators, your Company received notices for six service areas. It has challenged the said notices before the Hon''ble High Court of Delhi. The court has granted interim stay subject to restriction that facilities based on 3G ICR arrangement will not be available to any new subscriber.

Your Company has implemented the directions of Hon''ble Court for all such service areas where 3G services are provided under intra circle roaming arrangements and awaits the final decision on the matter.

- Transfer of licenses to the Company consequent to merger of erstwhile Spice Communications Limited

The Division bench of the Hon''ble High Court of Delhi vide its order dated July 13, 2012, has re-affirmed the High Court Order dated February 5, 2010 and July 4, 2011 sanctioning the amalgamation of erstwhile Spice Communications Limited (Spice) with your Company. The said order also re-vested unto your Company the operating licenses held by erstwhile Spice in respect of Punjab and Karnataka service areas, which were transferred to and vested unto Department of Telecommunications (DoT) pursuant to order dated July 4, 2011, passed by single Judge of Hon''ble Delhi High Court. Further the Division Bench of the Hon''ble High Court of Delhi has also pronounced that DoT has to take a decision regarding the transfer of licenses held by erstwhile Spice to your Company arising out of the amalgamation within a period of three months (which had been extended to January 5, 2013 vide order dated December 11, 2012). The final decision of the DoT in the matter is still awaited.

- 3G Spectrum for Punjab Service Area

The DoT had earmarked 3G spectrum in respect of Punjab service area, which was won by your Company in the 3G spectrum auction conducted by DoT in May, 2010, but the DoT is yet to allow commercial use of the same to your Company.

Your Company had approached Hon''ble TDSAT and filed a petition for necessary direction to the DoT to allow the commercial usage of allocated 3G Spectrum for Punjab service area. The TDSAT had dismissed the said petition in view of order passed by Delhi High Court in July 2011 concerning amalgamation of erstwhile Spice Communications Limited with your Company, which was holding the operative 2G license in respect of Punjab service area. Your Company has since filed an appeal against the order of TDSAT in the Supreme Court, where the matter remains sub judice.

- Tax demand

During the year under review, the Income Tax department has issued a demand of Rs. 15,177 Mn, arising out of assessment of tax return filed for Assessment Year 2010-11. Your Company is contesting the said demand at appropriate forums.

Awards and Recognitions

Your Company''s outstanding work in the field of business, advertising and marketing continues to be recognized not only nationally but even at international forums.

- ''Population'' campaign (India busy on Idea 3G)won the Gold at APPIES 2012, Singapore.

- ''Population'' campaign was rated Best Brand Campaign at World Communication Awards, London, which is second year in a row.

- The much talked about ''Idea Rings All India'' (''honey-bunny'') campaign was awarded Best Brand Campaign by tele.net.

- ''Honey-bunny'' won the Gold ABBY''S for best original score film under the category Film Craft. (Jamic Films won this for their work on Honey-bunny campaign).

- MNP campaign (No Idea, Get Idea) won the award for ''Excellence in Marketing'' at the ET Telecom Awards, 2012.

- Won Gold in Golden Mikes award, 2012 for best on ground promotion by a network of Radio station (Club FM won for their work on Idea Magic recharge campaign in Kerala).

- Voice & Data Awards 2012, in the category ''CTO of the Year Award''.

- Yahoo Big Idea Chair 2012, for ''Best Online Advertising''.

- Digital Media Awards 2012, for ''Best use of Online Banner Advertising''.

- Aegis Graham Bell Awards 2012, in the ''Innovative Telecom Business Model'' category.

- Won 3 Awards at the ET Telecom Awards 2012, in the categories of Customer Experience Enhancement, Excellence in Marketing and Innovative products.

- Won ''The Best Rural Service Provider of the Year - 2012'' by Amity Telecom Excellence Award.

- Tele.Net Awards 2013, in the categories ''Telecom CEO of the Year''.

- ''NDTV Business Leadership Award'' in the telecom category for 2012.

New Initiatives

During the year under review, your Company together with its subsidiaries made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are -

- To increase 3G device penetration amongst Idea customers, your Company (through its subsidiary) further strengthened "Idea Smartfone" brand by launching five new models in the market in FY 12-13.

- To grow data usage adoption in its base, the Company took multiple initiatives by introducing innovative pricing, changing systems and processes to ensure ease of internet access. This has resulted in the addition of more than 10 Mn data users taking the data penetration from 14.1% in March 2012 to 21.6% on entire subscriber base in March 2013.

- Idea launched Wi-Fi services on a pilot basis in the cities of Pune and Ahmedabad.

- Idea (through its subsidiary) launched M-Banking services commercially in UP (East) and Mumbai.

- Idea maintained high impact visibility on national media throughout the year. After having regained licenses, Idea reinforced its all India presence through ''Idea Rings All India'' campaign. The campaign song "honey-bunny" became a viral rage. The jingle was heard by 4.8 million unique users on digital media and was downloaded more than 2.7 million times. 5 million Dialer- Tones were activated. The song got more than 2.5 million views on Youtube as well making it one of the top 10 viral videos of 2012.

- Idea revived one of its most successful ground events - Idea Jalsa.

- One of the major consumer passions - Bollywood Music has been used through Idea Rocks India which is a mega 16 city tour across metros and towns. It engaged 16 to 30 years old urban youth and also projected Idea as a tech savvy brand by using digital media as the main touchpoint for Talent Hunt, webcerts and all other promotions.

- Idea strengthened its brand through number of high impact media properties like Kaun Banega Crorepati, Idea Filmfare Awards, Citizen Journalist Awards, in addition to several regional media properties. The brand continues its association with the Delhi Daredevils team in IPL 6.

Subsidiaries and Joint Ventures

Your Company has the following subsidiaries and joint ventures: Subsidiaries

- Aditya Birla Telecom Limited, holds 16% shareholding in Indus Towers Limited and 100% shareholding in Idea Cellular Towers Infrastructure Limited and is engaged in the trading of communication devices.

- Idea Cellular Services Limited, provides manpower services to the Company.

- Idea Cellular Infrastructure Services Limited, is a tower Company owning towers in Bihar and Orissa service areas and provides passive infrastructure services in these service areas.

- Idea Cellular Towers Infrastructure Limited (ICTIL), holds towers de-merged from your Company. A scheme of amalgamation for merger of ICTIL and certain other companies with Indus Towers Limited with an appointed date of April 1, 2009 has been approved by the Hon''ble High Court of Delhi on April 18, 2013. The Scheme will be effective only upon the filing of the certified copy of the judgment with all the respective RoC''s.

- Idea Mobile Commerce Services Limited, is engaged in the business of Mobile Banking.

- Idea Telesystems Limited, is engaged in the trading of communication devices.

In terms of general exemption granted by the Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the reports and annual accounts of the Subsidiary Companies for the Financial Year ended March 31, 2013 have not been attached to the Company''s Accounts.

The annual accounts and other related information of the Subsidiary Companies shall be available for inspection during business hours by the members at the Registered Office of the Company. The copies of these documents will also be made available to the members upon request.

Joint Ventures

Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL) holds a 16% stake, is a joint venture with the Bharti Group and Vodafone Group and provides passive infrastructure services in 15 service areas.

Fixed Deposits

Your Company does not accept or hold any deposits from public under Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

Non-Convertible Debentures

During the year under review, your Company raised Rs. 10,000 Mn through issuance of 1,000 Secured Redeemable Non- Convertible Debentures (NCDs) of Rs. 10 Mn each on private placement basis, of which NCDs worth Rs. 3,740 Mn have been re-purchased at par. These NCDs are rated "CARE AA".

Enterprise Risk Management

Your Company has established an Enterprise-wide Risk Management (ERM) framework to optimise the identification and management of risks, as well as to comply with clause 49 of the Listing Agreement with stock exchanges. In line with your Company''s commitment to delivering sustainable value, this framework aims to provide an integrated and organised approach for evaluating and managing risks.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements enshrined in clause 49 of the Listing Agreement which relates to Corporate Governance.

A Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under clause 49 forms part of the Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Business Responsibility Reporting

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities based on market capitalization at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspectives.

Accordingly, a Business Responsibility Report, as stipulated under clause 55 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Directors

Consequent upon the change in nomination by Axiata Group Berhad, Mr. Juan Villalonga Navarro ceased to be a Director on the Board of your Company with effect from January 29, 2013 and in his place Dr. Shridhir Sariputta Hansa Wijayasuriya has been nominated as an Additional Director on the Board of your Company with effect from January 29, 2013. As per the provisions of Section 260 of the Companies Act, 1956, he will hold office upto the date of the ensuing Annual General Meeting of the Company.

Your Company has received a Notice under Section 257 of the Companies Act 1956, together with the requisite deposit, from a member proposing the appointment of Dr. Wijayasuriya as a Director on the Board of the Company. Resolution seeking approval of the Members for the appointment of Dr. Wijayasuriya as a Director of the Company has been incorporated in the Notice of the ensuing Annual General Meeting together with a brief resume.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Rajashree Birla, Ms. Tarjani Vakil, Dr. Rakesh Jain and Mr. Biswajit A. Subramanian retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Directors proposed to be appointed/ re-appointed as required under clause 49 of the Listing Agreement are annexed to the Notice convening the 18th Annual General Meeting forming part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are given to the extent applicable in the Annexure ''B'' forming part of this Report.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees have been set out in the annexure to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts, as therein set out, are being sent to all the members of the Company excluding the aforesaid information about employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company.

Directors'' Responsibility Statement

Your Directors affirm that the audited accounts containing the financial statements for the Financial Year 2012-13 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

Auditors

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The Board recommends their re-appointment for the next term.

Auditors'' Report and Notes to Accounts

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts including emphasized matters relating to transfer of licenses of erstwhile Spice Communication Limited to the Company and one time spectrum demands.

As explained in Significant Development section of this report, the matters remain sub-judice and do not call for any further explanation/clarification under Section 217(3) of the Companies Act, 1956.

Cost Audit

The Ministry of Corporate Affairs (MCA) has issued Telecom Industry specific Cost Audit Order dated May 2, 2011, making appointment of Cost Auditor mandatory, inter-alia, for the Companies to whom the Cost Accounting Records (Telecommunications) Rules, 2002 apply.

Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have re- appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors of your Company to audit the cost records/ accounts maintained as per the Cost Accounting Records (Telecommunications) Rules, 2002 for the Financial Year ended March 31, 2013. The Cost Audit Report for the Financial Year 2012-13 is yet to be placed before the Board.

Acknowledgements

Your Directors wish to express their sincere appreciation to the Department of Telecommunications, the Central Government, the State Governments, bankers and all the business associates for their support and look forward to continued support in future. Your Directors also wish to place on record their appreciation to the employees for their commitment in the progress of your Company.

For and on behalf of the Board

Place: Mumbai Kumar Mangalam Birla

Date: June 8, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the seventeenth Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2012.

Financial Results

The standalone and consolidated financial results of your Company for the financial year ended March 31, 2012 are summarised below:

Rs Mn

Particulars Standalone Consolidated 2011-12 2010-11 2011-12 2010-11

Income from Services 192,753 153,328 194,887 154,384

Other Income 470 562 525 648

Total Revenue 193,223 153,890 195,412 155,032

Operating Expenses 150,095 122,609 144,489 117,124

EBITDA 43,128 31,281 50,923 37,908

Depreciation and Amortisation 25,628 19,730 29,813 23,973

EBIT 17,501 11,551 21,110 13,935

Interest and Financing Charges 9,078 2,487 10,557 3,966

EBT 8,423 9,063 10,553 9,969

Taxes 2,657 617 3,323 982

Net Profit after Tax 5,765 8,446 7,230 8,987

Balance brought forward from Previous year 4,482 (3,964) 3,949 (5,038)

Cumulative Profit 10,248 4,482 11,179 3,949

Operations Review

Your Company continues its enviable four year track record of being the fastest growing major Indian mobile operator in terms of revenue growth. The Company's revenue market share increased from 13.3% at the beginning of the calendar year 2011 to 14.4% at the end of the calendar year 2011.

Your Company's total subscriber base as on March 31, 2012 stood at 112.7 Mn, an increase of 25.9% over the previous year. On a national basis, your Company's subscriber market share stood at 12.3% as of end March, 2012. The subscriber base of your Company is among the best in terms of percentage of active subscribers to total subscribers. As on March 31, 2012, your Company had around 93.4% of total subscribers as active subscribers, which is highest in the Industry.

Your Company's 3G investment plans are on track with high speed broad band services now available in more than 3,000 towns and 10,000 villages in 20 service areas (including those with roaming arrangements), with around 2.6 Mn subscribers actively using the Company's 3G platform and enjoying services whose time has come.

Your Company's total minutes of usage on the network for the financial year 2011-12 crossed 453 billion minutes, strengthening the Company's position among the top 10 Telecom Operators in the world.

During the financial year 2011-12, on a standalone basis, the total revenues of the Company were Rs 193,223 Mn, representing a growth of 25.6% over the Previous year, primarily driven by 25% growth in total Minutes of Usage. The EBITDA also increased to Rs 43,128 Mn, a growth of 37.9% compared to the previous year.

The Profit after Tax was lower at Rs 5,765 Mn, a decrease of 31.7% as compared to the previous year, primarily on account of higher depreciation & amortisation and interest charges due to 3G investments. As of March 31, 2012, your Company has accumulated Profits of Rs 10,248 Mn.

On a consolidated basis, the total revenues were Rs 195,412 Mn, representing a growth of 26% over the previous year. The EBITDA also increased to Rs 50,923 Mn, a growth of 34.3% as compared to previous year. The consolidated Profit after Tax stood at Rs 7,230 Mn, a decrease of 19.6% compared to the previous year.

Dividend

The Company is in the telecommunication sector which continues to see tremendous growth and significant new investments. Keeping in view the future requirement of funds and emerging regulatory challenges, your Directors have decided not to recommend any Dividend for the financial year ended on March 31, 2012.

Share Capital

During the year under review, your Company issued and allotted 5,573,605 Equity Shares of Rs 10/- each, fully paid-up, to the option grantees pursuant to the exercise of stock options by eligible employees under the Employee Stock Option Scheme, 2006 (ESOS-2006).

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2012 stood at Rs 33,088,451,100/-, comprising of 3,308,845,110 Equity Shares of Rs 10/- each.

Credit Rating

Your Company continues to enjoy credit rating of CARE A1 and CRISIL A1 for its short term debt program and CARE AA rating for its long term debt program.

Capital Expenditure

Your Company continues to expand its reach to tap the uncovered population and enhance the quality of its network, including investments towards roll out of 3G services. During the year your Company added 9,522 2G cell sites and expanded its 3G network to 12,825 3G cell sites. On consolidated level, the capital expenditure (including capital advances) stands at Rs 45,447 Mn during the financial year 2011-12.

Your Company also made significant progress in rolling out its Long Distance network. As at end March, 2012, it carried over 93% of its captive NLD and ILD outgoing traffic.

Employee Stock Option Scheme

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and made grants to eligible employees under the said Scheme from time to time.

The relevant disclosure in compliance with clause 12 of Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, is set out in Annexure 'A' to this Report.

A certificate from M/s. Deloitte Haskins & Sells, Statutory Auditors, with respect to the implementation of the Company's Employees Stock Option Scheme, would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same will also be available for inspection at the registered office of the Company.

Human Resources

The human resource philosophy and strategy of your Company is structured to attract and retain the best talent that encourages innovation and creates engaging and motivating workplace environment. This strategy has, through strong alignment with your Company's vision, successfully built and sustained your Company's standing as one of India's most admired and valuable corporations despite unrelenting competitive pressures.

Significant Developments:

- Supreme Court Judgment on quashing of licenses granted in January, 2008

The Hon'ble Supreme Court, on petitions filed by the Centre for Public Interest Litigation and others, has quashed all the telecom licenses granted by the DoT, to various Telecom Operators in January, 2008 pursuant to two Press Releases dated January 10, 2008, issued by the DoT. These licenses included seven operating licenses held by the Company in respect of the Tamilnadu (including Chennai), Kolkata, West Bengal, Orissa, Assam, North East and Jammu & Kashmir service areas and two non-operating licenses in respect of Punjab and Karnataka service areas. Besides, the Company was also holding non-operative telecom licenses for four service areas granted by the DoT in January, 2008 to erstwhile Spice Communications Limited (Spice), which has since been merged with the Company. These four licenses pertained to Andhra Pradesh, Maharashtra, Delhi and Haryana service areas. The judgment has also cancelled the allocation of start- up spectrum which was earmarked pursuant to grant of these licenses. Through the said judgment, as modified by a further order dated April 24, 2012, the TRAI has been directed to make fresh recommendations for grant of licenses and allocation of spectrum in 2G band by auction, as was done for allocation of spectrum in 3G band and the DoT has been directed to complete the auction by August 31, 2012.

The shareholders may note that your Company is committed to take all necessary steps to safeguard its interest in the matter. As the impact, if any, on the operations in the said seven service areas and on the carrying values of these licenses as on March 31, 2012 amounting to Rs 2,777.8 Mn is dependent upon the steps that the DoT may take and on the outcome of the auction to be conducted as per directive of the Hon'ble Supreme Court, operations in these seven service areas currently continue as usual and accordingly the financial statements include the operational results of these service areas on a going concern basis.

- 3G Services

Your Company during the period March, 11 to October, 11, launched 3G services in 10 out of the 11 service areas (except Punjab) where it had won 3G spectrum. The DoT has not allowed commercial usage of the earmarked 3G spectrum for Punjab service area to the Company. The Company has also entered into bilateral roaming arrangements with other leading operators in 10 other service areas except Orissa.

The DoT had, vide its order dated December 23, 2011, ordered Telecom Operators to stop provision of services under 3G Intra Circle Roaming Agreements in service areas where it has not won 3G Spectrum. The Company alongwith other Telecom Operators has challenged the said order and Hon'ble Telecom Dispute Settlement Appellate Tribunal (TDSAT) has passed a "no coercive action" order till the time the dispute is decided. The final hearing in the matter has concluded and judgement is reserved.

- Merger of Spice Communications Limited

The Hon'ble High Court of Delhi vide its order dated July 04, 2011, pursuant to an application filed by the DoT, while re-affirmed the amalgamation of erstwhile Spice Communications Limited (Spice) with the Company, has transferred unto DoT, inter alia, the operating licenses held by erstwhile Spice in respect of Punjab and Karnataka service areas. Your Company has challenged the said order before appellate bench of the Hon'ble Delhi High Court, which through interim orders has directed DoT to continue to accept the payment of the License Fee from your Company as was being done before the said order dated July 04, 2011 and has directed DoT not to enforce any demand in respect of non- operative licenses. Meanwhile the hearing in the said matter is complete and judgment reserved.

- Notices from DoT for alleged violation of terms and conditions of License Agreement

Due to the DoT's alleged contention that the acquisition of erstwhile Spice Communications Limited and its subsequent amalgamation violates certain license conditions/guidelines, the Company had received various Show Cause/Demand Notices from the DoT in respect of the operational and non- operational licenses and also on certain other alleged violations of license agreement. Your Company is contesting the same before the Hon'ble TDSAT.

- 3G Spectrum for Punjab Service Area

The DoT, though, has earmarked the 3G spectrum in respect of Punjab service area, which was won by the Company in the 3G spectrum auction conducted by DoT in May, 2010, has not yet allowed commercial use of the same to your Company, due to, inter alia, alleged violation of certain license conditions.

The Company had approached the Hon'ble TDSAT and filed a Petition for necessary direction to the DoT to allow the commercial usage of allocated 3G Spectrum for Punjab service area. The TDSAT has dismissed the said petition in view of order passed by Delhi High Court in July, 2011 concerning amalgamation of erstwhile Spice Communications Limited with the Company, which was holding the operative 2G license in respect of Punjab service area. The Company has since filed an appeal against the order of TDSAT in the Supreme Court, where the matter remains sub judice.

Awards and Recognitions

Your Company's brand initiatives have been recognized and appreciated across forums, and we have won many awards, both nationally and internationally.

- Idea won prestigious Gold EFFIE for 'no idea-get Idea' (number portability) campaign and Silver EFFIE for 'Break the Language Barrier' campaign.

- 'No Idea-Get Idea' and 'Break the Language Barrier' campaigns transcended national boundaries to be ranked globally as the Best Brand Campaign, 2011 by World Communication Awards, London.

- The "Most Trusted Brands Survey" by Brand Equity ranked Idea as 28th amongst all Products and Services Brands climbing 117 ranks over last year. The same survey ranked Idea 4th amongst all Service Brands.

- In radio, Idea won 6 awards at the Golden Mikes Awards 2011 and was adjudged the 'Advertiser of the Year'.

- Idea won a number of awards for interesting and innovative work on the Digital medium:

- A Gold at The Yahoo Big Chair.

- At the WAT Awards: Silver for Social Media Campaign of the Year and Digital Media Campaign of the Year.

- At exchange 4media Indian Digital Media Awards (IDMA): A Silver for the Best Video Creative made for Internet/Mobile Media

New Initiatives

During the year under review, your Company made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are -

- The Company launched some interesting enterprise solutions for large scale businesses. One such significantly big solution is the first of its kind IVR based LPG gas booking for IOCL & HPCL across 15 circles which is touching lives of about 30 million IOCL/HPCL consumers and generates about 20 million gas refills every month. The product has enabled customers to book their gas cylinder by dialing an IVR number on a 24x7 basis and to receive SMS confirmations for the booking and the dispatch.

- The Company's large array of Value Added Services has added many more innovative and customer friendly services. One such significant one is Text Subscription services in 9 vernacular/local languages which has significant relevance for the non-metro and rural customers.

- The Company also introduced the 'Complaint Availability Status' on web for its prepaid and postpaid customers, wherein customers can avail the status of their complaint, by simply logging on to the Idea web portal.

- The Company launched a unique first of its kind loyalty program that rewards customers with free instant talk time.

- To facilitate higher adoption of 3G services by customers and to provide better face-to-face interaction, 3G Experience Zones have been established at the Service Centers across various cities. The 3G Experience Zones are managed by trained Data Specialists equipped with TV's, Netbook's, 3G compatible handset's, NetSetter's and device simulators for demonstration and query handling.

- Idea's continued focus on communicating 3G through its blockbuster media campaigns have resulted in Idea having the strongest brand association with '3G'

- Idea strengthened its brand through number of high impact media properties like Kaun Banega Crorepati, Idea Filmfare Awards, Citizen Journalist Awards, in addition to several regional media properties. The brand continues its association with the Delhi Daredevils team in IPL 5.

Subsidiaries and Joint Ventures

Your Company has the following subsidiaries and joint ventures:

Subsidiaries

- Aditya Birla Telecom Limited, holds 16% shareholding in Indus Towers Limited and 100% shareholding in Idea Cellular Towers Infrastructure Limited and is engaged in the trading of communication devices.

- Idea Cellular Services Limited, provides manpower services to the Company.

- Idea Cellular Infrastructure Services Limited, is a tower company owning towers in Bihar and Orissa service areas and provides passive infrastructure services in these service areas.

- Idea Cellular Towers Infrastructure Limited (ICTIL), holds towers de-merged from the Company. ICTIL has filed a scheme of arrangement in the Hon'ble High Court of Delhi which provides for its merger into Indus Towers Limited.

- Idea Mobile Commerce Services Limited, is engaged in the business of Mobile Banking.

- Idea Telesystems Limited (formerly Swinder Singh Satara and Company Limited), is engaged in the trading of communication devices.

In terms of general exemption granted by the Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the reports and annual accounts of the subsidiary companies for the financial year ended March 31, 2012 have not been attached to the Company's Accounts.

The annual accounts and other related information of the Subsidiary Companies shall be available for inspection during business hours by the members at the Registered Office of the Company. The copies of these documents will also be made available to the members upon request.

Joint Ventures

Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL) holds a 16% stake, is a joint venture with the Bharti Infratel and Vodafone Essar and provides passive infrastructure services in 15 service areas.

Fixed Deposits

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

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. Company continues to be compliant with the requirements enshrined in clause 49 of the Listing Agreement which relates to Corporate Governance.

A Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under clause 49 forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Directors

During the year under review, Ms. Madhabi Puri Buch was appointed as an Additional Independent Director on the Board of your Company with effect from December 22, 2011. As per the provisions of Section 260 of the Companies Act, 1956, she holds office upto the date of the ensuing Annual General Meeting of the Company.

Your Company has received a notice under Section 257 of the Act 1956, together with the requisite deposit, from a member proposing the appointment of Ms. Buch as a Director on the Board of the Company. Resolution seeking approval of the Members for the appointment of Ms. Buch as a Director of the Company has been incorporated in the Notice of the ensuing Annual General Meeting together with a brief resume.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mohan Gyani, Mr. Arun Thiagarajan, Mr. R.C. Bhargava and Mr. P. Murari retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Directors proposed to be appointed/re- appointed as required under clause 49 of the Listing Agreement are annexed to the Notice convening the 17th Annual General Meeting forming part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are given to the extent applicable in the Annexure 'B' forming part of this Report.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees have been set out in the annexure to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts, as therein set out, are being sent to all the members of the Company excluding the aforesaid information about employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company.

Directors' Responsibility Statement

Your Directors affirm that the audited accounts containing the financial statements for the financial year 2011-12 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

Auditors

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The Board recommends their re-appointment for the next term.

Auditors' Report and Notes to Accounts

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations appearing in the Auditors' Report, including the sub-judice matter are self-explanatory and do not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Cost Audit

During the year under review, the Ministry of Corporate Affairs (MCA) has issued Telecom Industry specific Cost Audit Order dated May 2, 2011, making appointment of Cost Auditor mandatory, inter-alia, for the Companies to whom the Cost Accounting Records (Telecommunications) Rules, 2002 apply.

Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors of the Company to audit the cost records/ accounts maintained as per the Cost Accounting Records (Telecommunications) Rules, 2002 for the financial year ending March 31, 2012. The Cost Audit Report for the financial year 2011-12 is yet to be placed before the Board.

Acknowledgements

Your Directors wish to express their sincere appreciation to the Department of Telecommunications, the Central Government, the State Governments, bankers and all the business associates for their support and look forward to continued support in future. Your Directors also wish to place on record their appreciation to the employees for their commitment in the progress of the Company.



For and on behalf of the Board

Place: Mumbai Kumar Mangalam Birla

Date: April 26, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the sixteenth Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2011.

Financial Results

The standalone and consolidated financial results of your Company for the financial year ended March 31, 2011 are summarised below:

Rs. Mn

Particulars Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Income from Services 153,328 118,502 154,384 123,979

Other Income 562 801 648 1,011

Total Revenue 153,890 119,303 155,032 124,990

Operating Expenses 122,609 90,358 117,126 90,399

EBITDA 31,281 28,945 37,906 34,591

Depreciation and Amortisation 19,730 15,512 23,973 20,149

EBIT 11,551 13,433 13,933 14,442

Interest and Financing charges 2,487 2,063 3,964 4,005

Surplus from prepayment of loan - 317 - 317

EBT 9,063 11,687 9,969 10,754

Taxes 617 1150 982 1,215

Net Profit after Tax 8,446 10,537 8,987 9,539

Balance brought forward from previous year (3,964) (4,053) (5,038) (5,263)

Accumulated Losses acquired on Amalgamation of Spice Communications Limited (net of withdrawals from General Reserve & Deferred Tax effects) - (10,448) - (9,314)

Cumulative Profit / (Losses) 4,482 (3,964) 3,949 (5,038)

Operations Review

Your Company's total subscriber base as on March 31, 2011 stood at 89.5 million, an increase of 40.2% over the previous year. On a national basis, your Company's subscriber market share stood at 11.0% as of end March, 2011. Further, the Company's revenue market share increased to 13.2% for the year ended March, 2011 from 12.4% in the previous year.

During the financial year, your Company's total minutes of usage on the network crossed the daily one billion minutes mark in terms of daily voice traffic, placing the Company amongst the largest 10 telecom operators in the world. The Company grew its Optic Fibre network by ~ 7,000 route kilometers during the financial year to cater to almost all of its captive National Long Distance traffic.

As a result of the above, on a standalone basis, the total revenues for the financial year were Rs. 153,890 Mn representing a growth of 29.0% over the previous year.

During the last financial year (FY 10), your Company had launched 7 new service areas, which, in FY 11 operated for the first full financial year and are yet to generate cash from operations. The Profit after tax was lower at Rs. 8,446 Mn, a decrease of 19.8% as compared to the previous year. However, the brought forward losses from the previous years (including those acquired on amalgamation of Spice Communications Limited in March 2010) have been completely wiped off during this financial year. As of March 31, 2011, your company has carried the accumulated Profit and Loss balance of Rs. 4,482 Mn to Reserves and Surplus.

On a consolidated basis, the total revenues were higher by 24.0% at Rs. 155,032 Mn over the previous year. The consolidated Net Profit after tax stood at Rs. 8,987 Mn, a decrease of 5.8% compared to the previous year.

Dividend

The Company is in the telecommunication sector which continues to see tremendous growth and significant new investments. The Company's capex requirements are presently higher than the cash profits and hence the company currently does not have free cash flows. Hence, your Directors do not recommend any dividend for the year ended March 31, 2011.

Share Capital

During the year under review, your Company issued and allotted 3,433,713 Equity Shares of Rs. 10/- each, fully paid-up, to the option grantees pursuant to the exercise of stock options under Employee Stock Option Scheme, 2006 (ESOS-2006).

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2011 stood at 3,303,271,505 equity shares of Rs. 10/- each.

Credit Rating

Your Company continues to have credit rating of CARE A1 and CRISIL A1 for its short term debt program and CARE AA credit rating for its long term debt program.

Capital Expenditure

Your Company continues to expand network for enhanced coverage and quality. Your Company incurred a capex of Rs. 99,107 Mn (including Rs. 57,686 Mn and Rs. 4,097 Mn, being payout for 3G spectrum fee and interest capilatised thereon) during the financial year 2010-11.

The Company also made significant progress in rolling out its National Long Distance (NLD) network, and augmenting the International Long Distance (ILD) network. As at end March, 2011, it carried about 90% of its captive NLD and ILD outgoing traffic.

Employee Stock Option Scheme

During the year, the ESOS Compensation Committee granted 2,524,500 options as fourth tranche under the Employee Stock Option Scheme, 2006 (ESOS - 2006) to the eligible employees of the Company. Each option is convertible into one Equity

Share of the Company upon vesting. These options will vest in 4 equal annual installments after one year of the grant and shall be exercisable within a period of 5 years from the date of the vesting.

The disclosures in compliance with clause 12 of Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, are set out in Annexure 'A' to this Report.

Human Resources

Your company continues to invest in building a strong performance culture through alignment, shared agreement, robust measurement and constructive performance conversations. Implementation of sophisticated management processes and continued investment in people have helped the Company set high standards of performance.

Significant Developments:

- Launch of 3G Services

The Company was winner of 3G spectrum in 11 services areas. During the period March'11 to July'11, the Company has launched 3G services in 9 out of these 11 service areas. The Company is in the process of launching 3G services in Jammu and Kashmir service area. The 3G spectrum for Punjab service area has not been earmarked by DoT to the Company for commercial usage as yet, and hence Company has not been able to launch 3G service there until now.

Besides providing 3G services in the service areas where the Company has won spectrum, the Company has also entered into bilateral roaming arrangements with other leading operators. Consequent to these arrangements, the Company is providing 3G services in 6 service areas through roaming arrangements, and is in talks to launch its 3G services in the remaining service areas.

- ISO 9001:2008 Certification

The Service Delivery function of the Company is ISO 9001:2008 certified. The ISO 9001:2008 certification (by TUV-Nord) ensures a unified platform for providing consistent services to all the customers the Company serves across the markets and hence the processes that are implemented are customer centric, best in class and in line with the international quality management systems.

- Change in Leadership

Mr. Sanjeev Aga relinquished the office of the Managing Director of the Company from the close of business hours on March 31, 2011. Mr. Aga continues to be on the Board as a Non-Executive Director of the Company. Mr. Himanshu Kapania assumed the role of the Managing Director with effect from April 1, 2011. Mr. Kapania has over 26 years of experience and has indepth knowledge of the Telecom Industry including the current competitive landscape in India. Before taking over this current role, in the position as Director Operations, he has successfully led the numerous new service area roll outs in the last four years and also has led several Company-wide strategic initiatives contributing to the growth of the Company.

- Merger of Spice Communications Limited

The Department of Telecommunications (DoT) had obtained an

ex-parte stay on March 30, 2011 from the Hon'ble High Court of Delhi against its order dated February 5, 2010 sanctioning the Scheme of Amalgamation of Spice Communications Limited (Spice) with the Company. The Hon'ble High Court of Delhi while pronouncing its judgment on July 4, 2011, reaffirmed the amalgamation of Spice with the Company. However, the said judgment transferred and vested unto the DoT, the six licenses granted to erstwhile Spice along with the spectrum (including the two operational licenses for Punjab & Karnataka service areas), till the time permission of DoT is obtained. Upon an appeal filed by the Company before the Appellate Bench, challenging the above judgment of July 4, 2011, the Appellate Bench through interim orders, has directed DoT to:- (i) Accept the License Fee from the Company without prejudice, as the Company is continuing to operate the licenses for Punjab & Karnataka service areas granted to erstwhile Spice;

(ii) Maintain status quo in relation to the aforesaid two operating licenses and not to take any coercive steps in relation to any demand pertaining to the four non operating licenses till the next date of hearing.

The matter remains sub-judice.

- 3G Spectrum for Punjab Service Area

The Company had participated in the 3G auction conducted by the Department of Telecommunications (DoT), basis the 2G licenses held by it for various service areas and was declared winner for the allotment of 3G spectrum in 11 service areas on May 21, 2010, including Punjab service area. The DoT accordingly issued Letters of Intent for earmarking of 3G spectrum, inter-alia, for Punjab service area. Thereafter the Company approached DoT for carrying out license amendment, enabling the Company for commercial usage of 3G spectrum. Though DoT carried the requisite amendments to 2G licenses for 10 service areas, it, however, is yet to carry license amendment and allow commercial usage of earmarked 3G spectrum in respect of Punjab service area.

As the Company did not receive any response to repeated requests made to DoT, it approached Telecom Disputes Settlement and Appellate Tribunal (TDSAT) and filed Petition for necessary direction to the DoT to allow the commercial usage of allocated 3G Spectrum for Punjab service area. The TDSAT has dismissed the said petition in view of order passed by Delhi High Court in July, 2011 concerning amalgamation of erstwhile Spice Communications Limited with the Company, which was holding the operative 2G license in respect of Punjab service area. The Company has filed necessary appeal before the Appellate Bench of Delhi High Court against the July, 2011 order passed by the single judge and would decide the next course of action at an appropriate time, basis the outcome of appeal.

- Notices from DoT for alleged violation of terms and conditions of License Agreement

Due to the DoTs alleged contention that the acquisition of erstwhile Spice Communications Limited and its subsequent amalgamation violates certain license conditions / guidelines, the Company had received various Show Cause / Demand Notices from the DoT in respect of the operational and non- operational licenses including for alleged failure to meet roll- out obligations. Your Company is contesting the same before the appropriate forums. More details are provided in Note B4 of Schedule 22 – Notes to Accounts.

Corporate Sustainability

Your Company, part of the Aditya Birla Group which is India's first truly global conglomerate, is one of the oldest players in the Indian telecom industry and has played a key role in the development of mobile telephony, particularly in rural India. As part of a socially responsible corporate group, your Company has and continues to adopt policies, and business strategies to effectively integrate emerging environmental, social and economic considerations.

Whether it's through conserving energy, recycling, or finding innovative solutions to environmental and social challenges, your Company is committed to being a respectful, responsible and positive influence on the environment and the society in which it operates. Efficient power management, infrastructure sharing, use of eco-friendly renewable energy sources, leveraging the latest in technology to reach out to a large audience in most energy efficient manner such as video and teleconferencing, smart logistics, etc. are some of the best practices in our network infrastructure and day-to-day business operations, to ensure a clean and green environment.

Network Infrastructure Initiatives

In our effort to give back to the environment and reduce the collective carbon foot print of the telecom sector in India, your Company pioneered the concept of 'Shared Telecom Infrastructure' services, along with a few other industry leaders in the wireless space. This initiative is committed towards continuous innovation endeavors; optimization of future tower rollouts; and enhanced operational efficiencies leading to a substantial reduction of carbon foot print.

The Indian telecom industry's first collaborative, cross-industry consortium to encourage the development of environmentally sustainable mobile networks was also led by your Company, which was supported by the GSMA. The pilot, aimed at developing biofuels as a source of power for wireless networks in rural India which are located beyond the reach of the national electricity grid, was conducted in parts of Andhra Pradesh and Maharashtra. The learnings of the research were later handed to the infrastructure company which owns the towers, to explore broad basing of the program.

In a bid to reduce energy consumption by our BTS, your Company chose OD BTS (outdoor BTS) as our preferred BTS type in 2007. Currently, over 40% of our total BTS portfolio comprises of OD BTS, which has resulted in reducing our conventional energy consumption by about 25% as compared to the ID BTS (indoor BTS). Efforts are also on to re-deploy ID BTS to OD BTS sites, in some locations, which will further reduce energy consumption at these sites by 25%.

Your Company has explored a Solar Hybrid Solution for running our BTS in parts of rural Bihar. This will reduce the fuel consumption of power generator from running for 15-16 hours to less than 5 hours a day in these locations.

Your Company is also part of the Fuel Cell project, initiated by

our Group. The project aims at exploring the usage of hydrogen as an alternate energy source to power mobile base stations. Currently, at trial stage, if successful, this program has the potential of reducing the usage of a regular power generator to Zero.

Communication Initiatives

With a current subscriber base of nearly 10 crore, there is an opportunity to influence a large mass of people by promoting green initiatives through our various communication programs and customer service initiatives.

Your Company germinated the thought of 'Use Mobile, Save Paper' in the minds of millions of mobile users in India, with its aggressive yet thought provoking campaign. The campaign was designed to highlight numerous ways of saving paper, and thereby saving the green cover necessary for the health of the planet, by using a range of mobile based value added services in day-to-day activities to replace paper.

Your Company was amongst the first mobile operators in India to promote V-Top up recharges for prepaid users, in a major way, which led to virtual phasing out of paper-based recharge vouchers, ultimately resulting in saving tonnes of paper.

Another recent and ongoing initiative is e-Bill, which is being consistently promoted to ensure that more and more users opt for this service, and contribute towards saving paper.

Breaking all conventions, your Company has conceived another innovative program which is aimed at reducing plastic consumption on a large scale. In a major overhaul of its logistics management, it introduced the 'PICO' card, which is a half- size plastic card that bears the SIM card. Your Company is one of the first operators, globally, to introduce the new PICO card which is expected to save over 90% of plastic used in manufacturing regular cards.

Employee Based Initiatives

Your Company's HR operations have all been enabled online for its over 7,000 employees, to ensure that there is minimal paper documentation. This will save tonnes of paper and help maintain otherwise fragile eco-balance.

The Company uses smart ICT solutions such as teleconferencing, videoconferencing, web chats etc. for internal communication amongst employees to minimize travel.

Driven by its socially conscious parent Group, your Company stays committed to the cause of giving back to the environment and will continue to drive the efforts towards environment sustainability by reducing carbon foot print and energy consumption.

Awards and Recognitions

Your Company's contribution and efforts is being recognised through prestigious awards and recognitions in various fora. Some of them are listed below:

- Your company has been ranked 1st in the Telecommunications sector and ranked 12th in the country under India's Best Companies to Work for – 2011 Study conducted by Great Place to Work® Institute, India, in partnership with The Economic Times.

- Your Company has also been adjudged amongst the Top 3 companies in Telecommunications sector in the "Best Companies to Work For" Study conducted by Business Today.

- Your Company has been ranked 3rd in Best Investor Relations category for Telecommunications sector (Nominated by Sell Side) in 2011 All-Asia Executive Team rankings by Institutional Investor magazine in a sector based survey, which had a participation of 522 portfolio managers and investors, as well as 348 sell-side analysts.

- Brand Idea has been ranked the 4th Buzziest Brand by Agencyfaqs for second consecutive year.

- Outdoor Innovation for "Break the Language Barrier campaign" won two Silver Awards at the OAC (Outdoor Advertising Convention) Awards 2011 for Telecom Category for Multiple Executions and Best New Media Format Innovation.

- The 'Use Mobile Save Paper' campaign was one of the most awarded campaigns with over 7 awards in various media awards like the EMVIES 2010, EFFIES 2010, Digital Media Awards 10-11 and Yahoo big Chair Awards 10-11. The campaign was also creditably nominated at the Asian Marketing Effectiveness Awards and it also won us the Olive Crown Gold Award for the Green Brand of the Year at Goafest 2011.

- The Company also received the award for 'Most outstanding use of Radio in an Ad campaign' at the India Radio Forum 2011, Best Televised Event - EEMAX Awards 2010 for 'Idea Rocks India' and an award for Rural Marketing Programme at the WOW Awards.

New Initiatives and Alliances

During the year under review, your Company made extensive progress on the marketing and customer care front by introducing various innovative products and services and also entered into various alliances. Some of these are:

- "IMAGINE" promotions management system won the Prepaid Excellence Awards 2011 for Best Product Innovation category. This system enables the Company to launch targeted promotions for the prepaid subscribers and ensures enhancement in take rate of the promotions.

- Matrix, the number and SIM management system is being rolled out to enable seamless provisioning of numbers and starter packs in the various network elements.

- Siebel CRM (Christened as Crystal) was successfully rolled out in the Company. This is the largest Implementation of Siebel in a single instance in the world. Crystal implementation has ensured, reduced cost, increased customer satisfaction through better customer service.

- To facilitate higher adoption of 3G services by customers and to provide better face-to-face service, 3G Experience Zones have been established at the Service Centers across various cities. The 3G Experience Zones are managed by trained Data Specialist equipped with TV, Netbook, 3G compatible handset, NetSetter and device simulators for demonstration and query handling.

- The Company launched a unique Interactive Voice Response rural service called 'Behtar Zindagi' in 16 regional languages, which provides information on key requirements of the rural segment like mandi rates, livestock, weather information, agriculture etc.

- Classified Services have been launched as a new VAS service, offering access to Jobs, Real Estate, Matrimony, Best Deals etc.

- Idea continued on its 'What an Idea Sirji' campaign and launched the much appreciated 'Break the Language Barrier' campaign. It was supported with a unique service of 'Idea Language Helpline' offering instant translations in 15 Indian languages.

- The Idea 3G media campaign was launched to support Idea's 3G rollout.

- Idea strengthened its brand through a series of media properties with associations with Kaun Banega Crorepati, Koffee With Karan, Mission Army and Grammy Awards on VH1, in addition to existing marquee properties like Idea Filmfare Awards, Idea Present Citizens Journalist and other regional media properties. The brand continued its association with the Delhi Daredevils team in IPL4.

- Idea launched a unique National Inter School Skill fest called "Kaho Whats Your Idea" in association with renowned Quizmaster Derek O Brien. The program was very well received as it became one of the largest National School Connect Programs in the country touching 2.5 Lakh students across 3000 schools in 100 cities.

Subsidiaries and Joint Ventures

Your Company has the following subsidiaries and joint ventures:

Subsidiaries

- Aditya Birla Telecom Limited, holds 16% shareholding in Indus Towers Limited and 100% shareholding in Idea Cellular Towers Infrastructure Limited.

- Idea Cellular Services Limited, provides manpower services to the Company.

- Idea Cellular Infrastructure Services Limited, is a tower company owning towers in Bihar and Orissa service areas and provides passive infrastructure services in these service areas.

- Idea Cellular Towers Infrastructure Limited (ICTIL), holds towers de-merged from the Company. ICTIL has filed a scheme of arrangement in the Hon'ble High Court of Delhi which provides for its merger into Indus Towers Limited.

- Idea Mobile Commerce Services Limited (Formerly Carlos Towers Limited), is engaged in the business of Mobile Banking, though it is yet to commence commercial operations.

- Swinder Singh Satara and Company Limited, is engaged in the trading of Data Cards, mobile handsets and Fixed Wireless Phones.

In terms of general exemption granted by the Ministry of Corporate Affairs, Government of India, vide its circular

no. 2/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the reports and annual accounts of the subsidiary companies for the financial year ended March 31, 2011 have not been attached to the Company's accounts.

The annual accounts and other related information of the Subsidiary Companies shall be available for inspection during business hours by the members at the Registered Office of the Company. The copies of these documents will also be made available to the members upon request.

Joint Ventures

Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL) holds a 16% stake, is a joint venture between the Bharti group, Vodafone Essar group and the Company (through ABTL), and provides passive infrastructure services in 16 service areas.

Fixed Deposits

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

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to all the requirements as provided in clause 49 of the Listing Agreement which relates to Corporate Governance.

A Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the statutory auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under clause 49 forms part of this report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Board of Directors

Mr. Sanjeev Aga relinquished the office of the Managing Director of the Company from the close of business hours on March 31, 2011. Taking into account the significant contribution made by Mr. Aga during his tenure as the Managing Director, in the growth of the Company, the Board decided to avail his services as a Non-Executive Director on the Board of the Company with effect from April 1, 2011.

Mr. Himanshu Kapania has been appointed as the Managing Director of the Company for a period of 5 years with effect from April 1, 2011. An abstract of the terms and conditions of his appointment and memorandum of interest under Section 302 of the Act have been sent to the Members of the Company in February, 2011.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kumar Mangalam Birla, Mr. Gian Prakash Gupta, Mr. Sanjeev Aga, and Dr. Rakesh Jain retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Directors proposed to be appointed / re- appointed as required under Clause 49 of the Listing Agreement are annexed to the Notice convening the 16th Annual General Meeting forming part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are given to the extent applicable in the Annexure 'B' forming part of this Report.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees have been set out in the annexure to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act, the report and accounts, as therein set out, are being sent to all the members of the Company excluding the aforesaid information about employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company.

Directors' Responsibility Statement

Your Directors affirm that the audited accounts containing the financial statements for the Financial Year 2010-11 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

Auditors

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The Board recommends their re-appointment for the next term.

Auditors' Report and Notes to Accounts

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations appearing in the Auditors' Report, including on the sub-judice matter, does not call for any further explanation/clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to express their sincere appreciation to the Department of Telecommunications, the Central Government, the State Governments, bankers and all the business associates for their support and look forward to continued support in future. Your Directors also wish to place on record their appreciation to the employees for their commitment in the progress of the Company.

For and on behalf of the Board

Place: Mumbai Kumar Mangalam Birla

Date: July 29, 2011 Chairman

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X