To the Members of Vodafone Idea Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Vodafone Idea Limited ("the Company"), which comprise the Balance sheet as at March 31 2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summa? of material accounting policies and other explanato? information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
Key audit matters |
How our audit addressed the key audit matter |
Revenue recognition (as described in note 6(a) of the Standalone financial statements) |
Our audit procedures included the following: |
| For the year ended March 31, 2026, the service revenue recognised was Rs. 44,340 Cr. | With the assistance by IT specialists, we obtained an understanding, evaluated the design and tested the operating effectiveness of key IT general and application controls related to revenue recognition processes. We also tested relevant IT infrastructure and applications that result in generation of various IT reports used for billing and revenue recognition process. |
| Revenue recognition has been identified as a key audit matter due to complexity of systems in recognizing revenues, significance of volumes of data process by system, constantly evolving pricing with discounted tariffs and operation in highly competitive marketplace. | We tested the operating effectiveness of IT dependent manual controls, performed data analytics and trend analysis, test of reconciliations between billing systems and other IT systems, prepaid applications and the general ledger. We also performed procedures to test the computation of deferred revenue. |
| We r and assessed the revenue related accounting policy, estimates and assumptions ead and disclosures in the standalone financial statements. |
Key audit matters |
How our audit addressed the key audit matter |
Assessment of claims related to regulato?, taxation and legal matters (as described in note 3, 43(viii) and 45 of the Standalone financial statements) |
Our audit procedures with respect to taxation, regulato? and litigation matters included the following: |
| At March 31, 2026 the value of regulato?, tax and legal disputes disclosed as contingent liabilities was Rs. 12,743 Cr. | We ob ummary s tained of all tax, regulatory and litigation including managements assessment. |
| Pursuant to the Honble Supreme Court judgement, the Company was carrying liability of Rs. 80,502 Cr in the books, which was revised to Rs. 64,655 Cr, basis communication received from DoT (as described in Note 3 to the standalone financial statements), resulting into credit of Rs. 58,116 Cr (including net impact of other related provisions) in the Statement of Profit and Loss for the year ended March 31, 2026 | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls related to managements risk assessment process for taxation, regulato? and legal matters. |
| The Company has recorded and is car?ing a liability of Rs. 8,780 Cr related to one time spectrum charges (OTSC) more than 6.2 Mhz Spectrum and provisions for SUC demands post FY 2018-19. | We obtained and read external legal opinions (where considered necessary) and other evidence provided by management to corroborate managements assessment of the regulato? and legal matters. |
| Taxation, regulato? and litigation exposures have been identified as a key audit matter due to changing regulato? environment, frequent communication with DoT, significant judgement required by management in assessing the exposure of each case and related disclosures in the standalone financial statements. | Engaged tax/regulatory specialists to assess the tax/regulatory positions taken by management with respect to tax/regulatory litigations. |
| Verified the provisions recorded in the books by the Company including the interest computations based on the demands and various communication received from DoT and internal records of the Company. | |
| Validated the computation of the provisions, including write back / write off of amount paid under protest etc. in accordance with license agreement and latest communication received from DoT. | |
| Verified t appropriateness of the rate of discounting used by the Company for arriving at the he present value of the revised liability communicated by DoT and related accounting treatment and disclosure in the standalone financial statements. | |
| Assessed the relevant accounting policies and disclosures in the standalone financial statements for compliance with the requirements of relevant accounting standards. |
Borrowings, interest and debt covenant testing (as described in note 23, 24, 27 and 29 of the Standalone financial statements) |
Our audit procedures included the following: |
| At March 31, 2026, current and non-current borrowings was Rs. 153,351 Cr (including interest accrued but not due) includes Deferred payment obligations towards Spectrum of Rs. 127,360 Cr, AGR liability of Rs. 25,254 Cr and loan from banks and others of Rs. 738 Cr. | We obtained various correspondences received from the Department of Telecommunications (DOT) with respect to deferment / moratorium / future installment related to Deferred payment obligations towards Spectrum and AGR and compared the same with amounts considered in the books of accounts. |
| Non-Fund based borrowings at March 31, 2026 was Rs. 7,534 Cr includes bank guarantees and letter of credit. | We obtained independent confirmation from the banks with respect to borrowings and non-fund based facilities [including bank guarantees/letter of credit] outstanding as at March 31, 2026 and compared the amounts as per confirmations with the amounts in the books of accounts and tested with the reconciliation provided by the management. |
| Borrowings has been identified as a key audit matter due to change in credit ratings and various correspondences received from Department of Telecommunications, banks and financial institutions, resulting in recognition, presentation and measurement complexities. | We v the interest/commission rate used by the Company for computation of interest erified cost with the loan/bank guarantee agreements and various correspondences received by the Company from respective banks and corresponding changes in rates, if any. |
| We tested the debt covenant ratio specified in the loan agreements and the computation and assessed the classification of the borrowing in the standalone financial statements based on the results of such testing and waiver from the banks, if any. | |
| We v the security created against fund and non-fund based facilities with the erified agreements and documents related to charges filed with Registrar of Companies. | |
| We assessed the related accounting policy and disclosures in the standalone financial statements for compliance as per Ind AS 107. |
Other Information
The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us aer the date of this auditors report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Financial Statements
The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forge?, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulato? Requirements
1. As r equired by the Companies (Auditors Report) Order, ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As r equired by Section 143(3) of the Act, we report, extent applicable, that:
( Wea) have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessa? for the purposes of our audit of the aforesaid standalone financial statements;
( I b) n our opinion, proper books of account as have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11 (g);
( The standalone Balance Sheet, the standalone Statementc) of Profit and Loss including the Statement of Other Comprehensive Income, the standalone Statement of Cash Flows and the standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
( Ind)our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
( On the basis of the written representations received frome) the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act;
( The modification relating to the maintenance of accountsf) and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3) (b) and paragraph 2(i)(vi) below on reporting under Rule 11(g);
( Withg) respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;
(h) In our opinion, the managerial remuneration for the year ended Mar 31, 2026 has been paid / provided by the ch
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; 2020
( Withi) respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: to the i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note 45 to the standalone financial statements;
i The Company did not have any material foreseeablei. losses in long-term contracts including derivative by law contracts during the year ended March 31, 2026;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026;
i a) Thev. management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermedia? shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v No dividend has been declared or paid during the. year by the Company;
v Based i. on our examination which included test checks, the Company has used various accounting soware for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective soware except that in respect of one supporting soware for which audit trail feature is not enabled at application and database level and two supporting sowares for which audit trail is not enabled at database level, as described in Note 63 to the standalone financial statements.
Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect of accounting soware and other supporting soware where the audit trail is enabled. Additionally, the audit trail has been preserved as per the statuto? requirements for record retention in respect of accounting soware and other reporting soware where the audit trail is enabled.
Also, with respect to third-party operated soware application, in the absence of comprehensive information in the Service Organisation Controls report on audit trail, as described in Note 63 to the financial statements, we are unable to comment on whether the audit trail feature with respect to third-party operated soware application was enabled and operated throughout the year for all relevant transactions recorded in this soware application or whether there were any instances of the audit trail feature being tampered with. Additionally, we are unable to comment whether the audit trail has been preserved by the Company as per the statuto? requirements for record retention.
Annexure 1 to the Independent Auditors Report
Annexure 1 referred to in paragraph under the heading "Report on other legal and regulato? requirements" of our report of even date
Re: Vodafone Idea Limited (the Company)
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i) ( ( a) The Company has maintained proper records showingA) full particulars, including situation and quantitative information of Property, Plant and Equipment except for certain assets where Company is in the process of updating situation and quantitative information in the records maintained by the Company.
( The CompanyB) has maintained proper records showing full particulars of intangibles assets as reflected in the books.
(b) Property, Plant and Equipment were physically verified by the management during the year in accordance with a planned programme of verifying all the items in phased manner over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.
( Accordingc) to information and explanations given by the management and based on the examination of the financial statements/registered deed/transfer deed/conveyance deed/court approved scheme of arrangements or amalgamations, the title deeds of all freehold land, leasehold land and buildings disclosed as property, plant and equipment are held in the name of the Company. In respect of immovable properties that have been taken on lease and disclosed as property, plant, and equipment in the financial statement, based on our examination of the lease agreements/court approved scheme of arrangements or amalgamations, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.
(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2026.
( There are no proceedings initiated or are pending againste) the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) and rules made thereunder.
(ii) ( Physicala) verification of invento? has been conducted at reasonable intervals during the year by management and no material discrepancies were noticed upon such verification. In our opinion, the coverage and procedure of such verification by the management is appropriate.
( The Company has been sanctioned working capital limitsb) in excess of Rupees five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the financial statements, the statements filed by the Company with such banks, if required, are in agreement with the unaudited books of accounts of the Company, as required.
(iii) (a) During the year, the Company has provided guarantee to companies or firms as follows:
Particulars |
Guarantees |
| (Amt in crore) | |
| Aggregate amount of guarantee provided during the year | 3,300 |
| - Debenture Trustee of Vodafone | |
| Idea Telecom Infrastructure | |
| Limited (Subsidia? Company) | |
| Balance outstanding as at balance date in respect of the above | 3,300 |
The Company has not provided loans, advances in the nature of loans or provided security to companies or firms during the year.
(b) Guarantees provided during the year of Rs. 3,300 Cr and related balance outstanding as at March 31, 2026, to the parties are not prejudicial to the Companys interest.
( Inc)respect of loans granted to subsidia? companies, repayable on demand, the schedule of repayment of principal and payment of interest has so been stipulated. The repayment and receipts are in accordance with the demands.
( There are no amounts of loans and advances in the natured) of loans granted to subsidia? companies or any other parties which are overdue for more than ninety days.
(e) There were no loans granted to companies which had fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.
(f) During the year, the Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
(iv) Ther e are no loans, investments, guarantees, and granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable and accordingly, the requirement to report on clause 3(iv) of the Order is not applicable to the Company.
(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
(vi) W e have broadly reviewed the books of account by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to Telecommunication Services, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of records with a view to determine whether they are accurate or complete.
(vii) (a) Undisputed statuto? dues including goods and services tax, provident fund, employees state insurance, income-securities tax, cess and other statuto? dues applicable to it, have generally been regularly deposited with the appropriate authorities. The provisions relating to sales-tax, service tax, duty of excise, duty of customs and value added tax are not applicable to the Company for the year ended March 31, 2026.
According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statuto? dues were outstanding as at the March 31, 2026 for a period of more than six months from the date they became payable.
( According to the records of the Company, the dues of goodsb) and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, value added tax, cess and other statuto? dues that have not been deposited on account of any dispute, are as follows:
*Numbers are below one Crore under the rounding off convention adopted by the Company.
Of the above cases, total amount deposited in respect of Income tax is Rs. 3,950 Cr, Service tax is Rs. 94 Cr, Sales tax, Value added tax and Goods and Service tax is Rs. 328 Cr, Custom Duty is Rs. 100 Cr, Ent? tax is Rs. 106 Cr and Entertainment tax is Rs. Nil.
(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. (b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) The Company did not obtain any term loan during the year hence, the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company. (d) On overall examination of the financial statements of the Company, the Company has used funds raised on short term basis (in form of trade payable and other liabilities) aggregating to Rs. 8,155 Cr for long-term purposes (representing acquisition of property, plant and equipment and to fund losses of the Company).
( One) an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint venture or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.
(x) The Company has not raised any money during the year by(a) way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x) (a) of the Order is not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares / fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year.
( Duringb) the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/secretarial auditor or by us in Form ADT
4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
( Wec) have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of audit procedures.
(xii) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.
(xiii) T ransactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards.
(xiv) ( Ta) he Company has an internal audit system commensurate with the size and nature of its business.
(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us. (xv) The Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013. Accordingly, requirement to report on clause 3(xv) of the Order is not applicable to the Company.
(xvi) ( Thea) provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.
( Theb) Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) of the Order is not applicable to the Company.
( Thec) Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
( According to the information and explanations given to us,d) the Promoter Group has five Core Investment companies as part of the Promoter Group. (xvii) The Company has incurred cash losses in the current year amounting to Rs. 8,903 Cr. In the immediately preceding financial year, the Company had incurred cash losses amounting to
Rs. 12,322 Cr.
(xviii) Ther e has been no resignation of the statuto? auditors during the year and accordingly, requirement to report on clause 3(xviii) of the Order is not applicable to the Company.
(xix) On the basis of Note 5 and 62 (A) to the standalone financial statements, which includes financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has came to our attention, which causes us to believe that any material uncertainty exists as on date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
W e, however, state that this is not an assurance as to the viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) The Company has incurred losses during the three immediately preceding financial years and hence, it is not required to spend any money under sub-section (5) of section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.
Annexure 2 to the Independent Auditors Report
of even date on the Standalone Financial Statements of Vodafone Idea Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls with reference to standalone financial statements of Vodafone Idea Limited ("the Company") as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to these standalone financial statements.
Meaning of Internal Financial Controls With Reference to these Standalone Financial Statements
A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to these standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessa? to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to these standalone financial statements and such internal financial controls with reference to these standalone financial statements were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Vineet Kedia
Partner
Membership Number: 212230
UDIN: 26212230HQPXYS6972
Place: Mumbai
Date: May 16, 2026.
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