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:

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 31^st 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 2^nd 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 2^nd 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 3^rd 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 27^th 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 shs@vodafoneidea.com.

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