Sub: Proceedings and Voting Results of 23rd Annual General Meeting [Regulation 30 and Regulation 44 of the SEBI (LODR) Regulations, 2015]

Transcription

1 Qvodafone 22 nd December, 2018 National Stock Exchange of India Limited "Exchange Plaza", Sandra - Kurla Complex, Sandra (E), Mumbai BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Dear Sirs, Sub: Proceedings and Voting Results of 23rd Annual General Meeting [Regulation 30 and Regulation 44 of the SEBI (LODR) Regulations, 2015] Ref: "Vodafone Idea Limited" (IDEA/ ) The 23 rd Annual General Meeting (AGM) of the Company was held on Saturday, 22 nd December, 2018 at 12:30 P.M. at Cambay Sapphire, Plot , Near GIDC, Opposite Hillwoods School, Sector 25, Gandhinagar , Gujarat. In terms of the provisions of the Companies Act, 2013 and Rules made thereunder and provisions of the SESI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (''Listing Regulations"), the Company had provided remote facility and electronic voting facility at the of the AGM. In this regard, please find enclosed the following: 1. Proceedings of the AGM of the Company as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations") - Annexure - 1; 2. Voting results of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations - Annexure - 2; and 3. Report of the Scrutinizer dated December 22, 2018, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, Annexure - 3. The Voting Results alongwith the Scrutinizer's Report is also made available on the website of the Company at I Thanking you, Yours truly, For Vodafone Idea Limited rlimited) Pankaj Kapdeo Company Secretary Encl: As above Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: IF: +91 n f Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I CIN: L321 OOGJ1996PLC030976

2 Qvodafone SUMMARY OF PROCEEDINGS OF THE 23 Ro ANNUAL GENERAL MEETING OF VODAFONE IDEA LIMITED (FORMERLY IDEA CELLULAR LIMITED) HELD ON 22ND DECEMBER, 2018 The 23rd Annual General Meeting (AGM) of the members of Vodafone Idea Limited (Formerly Idea Cellular Limited) ('the Company'), was held on Saturday, 22 nd December, 2018 at 12:30 P.M. at Cambay Sapphire, Plot , Near GIDC, Opposite Hillwoods School, Sector 25, Gandhinagar , Gujarat. Mr. Kumar Mangalam Birla, Chairman of the Board of Directors took the Chair. The Chairman declared that the requisite quorum was present and called the meeting to order. The Chairman introduced the Directors and the Senior Management present on the dias. The Chairman then informed the members that in compliance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company had provided to all its members, the facility to cast their votes electronically on all the resolutions set forth in the tice. He further informed that, members who were present at the AGM and had not cast their votes earlier were provided an opportunity to cast their votes at the of the AGM. He also informed that remote e-voting commenced on December 19, 2018 and ended on December 21, 2018 and Mr. Umesh Ved, proprietor of Umesh Ved & Associates, practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the remote E-voting process as well as the "at e-voting" to be conducted at the of the AGM. The Chairman addressed the members and briefed on the items of ordinary and special business to be transacted at the AGM. With the consent of the members, the notice dated 14 th vember, 2018 convening the AGM was taken as read. Thereafter, the Chairman addressed the members and apprised on the Indian Economy, Telecom Industry and performance of the Company for the Financial Year He also informed the members on completion of the merger of Vodafone Indian entities with the Company and change of name of the Company from Idea Cellular Limited to Vodafone Idea limited. The queries raised by the members were duly replied by the Chairman and CEO. Thereafter, the following resolutions as set out in the tice convening the AGM were proposed and seconded by the Members: Item. 1. Agenda Adoption of the Audited Financial Statements and the Audited Consolidated Financial Resolution Ordinary Mode of Voting Remarks Remote Passed with and Electronic requisite majority Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 91h to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli. Mumbai T: IF: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I ON: L3210 ll'.11!u'kt.

3 I Ovodafone Item Agenda. Resolution Mode of Voting Remarl<s Statements for the year ended Voting at AGM March 31, 2018 together with the Report of Directors' and Auditors' thereon 2. Re-appointment of Mr. Kumar Ordinary Remote Passed with Mangalam Birla, Director retiring and Electronic requisite by rotation Voting at AGM majority 3. Approval and Ratification of Ordinary Remote Passed with remuneration of Cost Auditors and Electronic requisite viz. Mis. Sanjay Gupta & Voting at AGM majority Associates, Cost Accountants for the financial year Idea j 4. Appointment of Mr. D. Ordinary Remote Passed with Bhattacharya, as n-executive and Electronic requisite Director liable to retire by rotation Voting at AGM majority 5. Appointment of Mr. Ravinder Ordinary Remote Passed with Takkar, as n-executive and Electronic requisite Director liable to retire by rotation Voting at AGM majority 6. Appointment of Mr. Thomas Ordinary Remote Passed with Reisten, as n-executive and Electronic requisite Director liable to retire by rotation Voting at AGM majority 7. Appointment of Mr. Vivek Ordinary Remote Passed with Badrinath, as n-executive and Electronic requisite Director liable to retire by rotation Voting at AGM majority 8. Appointment of Mr. Arun Ordinary Remote Passed with Adhikari, as an Independent and Electronic requisite Director of the Company for a Voting at AGM majority term of 3 years with effect from August 31, Appointment of Mr. Ashwani Ordinary Remote Passed with Windlass, as an Independent and Electronic requisite Director of the Company for a Voting at AGM majority term of 3 years with effect from August 31, Appointment of Ms. Neena Ordinary Remote Passed with Gupta, as an Independent and Electronic requisite Director of the Company for a Voting at AGM majority term of 3 years with effect from September 17, Approval of Material Related Ordinary Remote Passed with Party Transaction with Indus and Electronic requisite Towe rs Limited Voting at AGM majority \M J Vodafone Idea Umrted [fo,me,ly Idea c,11,1., Uml<edJ,ll,1-_.com, Birla Centurion. 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: IF: , ea Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I CIN: i (l (03

4 c,vodafone Item Agenda Resolution Mode of Voting Remarks. 12. Approval of Vodafone Idea Special Remote Passed with Limited Employee Stock Option and Electronic requisite Scheme 2018 as per sailent Voting at AGM majority features contained in the resolution 13. Extension of benefits and Special Remote Passed with coverage of Vodafone Idea and Electronic requisite Limited Employee Stock Option Voting at AGM majority Scheme 2018 to employees of subsidiary companies 14. Approval of use of trust route for Special Remote Passed with implementation of Vodafone Idea and Electronic requisite Limited Employee Stock Option Voting at AGM majority Scheme Approval of appointment of Mr. Special Remote Passed with Balesh Sharma as Chief and Electronic requisite Executive Officer of the Company Voting at AGM majority Thereafter, the Chairman announced voting to be taken electronically ("at e-voting") and requested Mr. Umesh Ved, Practicing Company Secretary, the Scrutinizer for the orderly conduct of the voting. The "at e-voting" was completed for all the resolutions by the shareholders present in person or by proxy. The Chairman then announced that the consolidated e-voting results (remote e-voting and at e-voting) alongwith the consolidated scrutinizer's report shall be informed to the Stock Exchanges and also be available on the website of the Company and the registered office. The meeting concluded at 1 :25 P.M. The Scrutinizers' report was received post conclusion of the meeting. All the Resolutions have been passed with the requisite majority. This is for your information and record. Thanking you,!deaj Yours truly, F iwd Pankaj Kapdeo Company Secretary Date: 22 nd December, 2018 Vodafone Idea Limited {formerly Idea Cellular Limited) Page 3 of 3 Borla Centurion, 9th,o 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: IF: J Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar l, Gujarat. T: IF: I CIN: l32100gj1996plc030976

5 Qvodafone Vodafone Idea limited (Formerly Idea Cellular Limited) Voting Results as per Regulation 44(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201S Date of AGM 22nd December, 2018 Total number of shareholders on Record Date of shareholders present In the meeting either In person or through proxy: Promoters and Promoter Group 20 Public 104. of shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group 0 Public Given below Is the agenda wise combined result of Remote E-Votlng and Electronic Voting conducted at tho : Resolution. 1 Resolution Required (Ordinary/ Special) Ordinary Whether promoter/ promoter group are Interested In the ageri_da / resolution --. or Category Mode of Voting held (1) Public - lnslitutions Public-n-lnslltutions Poll 6,230,680,176 Total 6,230,680,176 Poll 1,604,317,339 Total 1,604,317,339 Poll Poslal Ballot (If Applicable) 900,389,227 Total 900,389,227 Adoption of the Audited Financial Statements and the Audited Consolidated Financial Statements for the year ended March 31, 2018 together with the Report of Directors' and Auditors' thereon. of votes polled (2) ¾ of Votes (3).. 1(2)/(1))"100 ;. of Votes ;. of Votes. or Votes - In. or Votes In favour on against on (4) (5) (6): (7): [(4)/(2)]'100 [(5)/{2)]'100 2,275,103, /4 2,275, % 0.00% 3,955,576, % 3,955,576, % 0.00% ,230,680, ¾ 6,230,680, "/, 0.00¾ 1,156,686, % 1,156,686, % 0.00%. 0.00% % 0.00% ,156,686, % 1,156,686, % 0.00% 433, % 430,435 2, % 0.65% 713,324, % 713,323, % ,757, '/, 713,754,059 3, ¾ 0.00% Total 8,735,386,742 8,101,124, ¾ 8,101,121,121 3, ¾ 0.00% P 1 I ol8 Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: I F: I Registered Office: Suman Tower. Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: I F: I CIN: L321 OOGJl 996PLC030976

6 I Qvodafone Resolution. 2 Resolution Required (Ordinary/ Special) Ordinary Re-appointment of Mr. Kumar Mangalam Birla, Director retiring by rotation Whether promoter I promoter group are Interested In the!genda / resolution. of. of votes Category Mode of Voting held polled (1) (2) ¾ of Votes (3)" 1(2)/(1)]'100 Yes ¾ of Votes ¾ of Votes. of Votes - In. or Votes In favour on against on (4) (5) (6) (7) = ((4)/(2)]'100 [(5)/[2)]"100 2,275,103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955, % 0.00%..... Public - Institutions Public-n-Institutions Total 6,230,680,176 6,230,680, ¾ 6,230,680, '/4 0,00¾ E-Votlng 1,164,869, % 937,462, ,407, % 19,52% Poll 1,604,317, % % 0.00% Total 1,604,317,339 1,164,869,977 72,61¾ 937,462, ,407, ¾ 19.52¾ E-Votlng 433, % ,399 99,45% 0.55% Poll 900, ,324, % 713,323, % Total 900,389, ,757,239 79,27¾ 713,754,197 3, ¾ 0.00¾ Total 8,735,386,742 8,109,307, ¾ 7,881,896, ,410, % 2.80¾ 643 Resolution. 3 Resolution Required (Ordinary/ Special) Whether promoter / promoter group are Interested In the genda / resolution Ordinary. of. of votes Category Mode of Voting held polled (1) (2) Approval and Ratification of remuneration of Cost Auditors viz, M/s Sanjay Gupta & Associates, Cost Accountants, for the financial year ¾ of Votes (3) = [(2)/(1))'100 ¾ of Votes ¾ of Votes, of Votes - In. of Votes In favour on against on (4) (5) (6)s (7) = [(4)/[2))'100 [[S)/(2))"100 2,275,103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955, % 0.00%.... Public - Institutions Public-n-Institutions Total 6,230,680,176 6,230,680, ¾ 6,230,680, '/4 0.00¾ 1,164,869, % 1,164,869, % 0.00% Poll 1,604,317, %. 0.00% 0.00%..... Total 1,604,317,339 1,164,869, ¾ 1,164,869, ¾ 0.00¾ 431, % 424,195 7, % 1.64% Poll 900,389, ,324, % 713,323, % Total 900,389, ,755, ¾ 713,747,744 7, ¾ 0.00¾ Total 8,735,386,742 8,109,305, % 8,109,297,897 7, ,00'/o 0.00¾ P & 2of8 Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: f F: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I CIN: l32100gj1996plc030976

7 Qvodafone Resolution. 4 Resolution Required (Ordinary/ Special) Ordinary Appointment of Mr. D. Bhattacharya, as n-executive Director liable to retire by rotation Whether promoter/ promoter group are Interested In the agenda/ resolution. of. of votes Category Mode of Voting held polled Public - Institutions Public-n-Institutions (1) (2) % of Votes {3)= [(2)/(1))'100 'l' of Votes % of Votes. of Votes - In. of Votes In favour on against on (4) (6) = (7) = ((4)/(2)]"100 1(5)/(2)]'100 2,275,103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955,576, % 0.00% Total 6,230,680,176 6,230,680, % 6,230,680, '!. 0.00% 1,164,869, % 1,092,891,894 71,978, % 6.18% Poll 1,604,317, % % 0.00% Pos1al Ballot (If Applicable) Total 1,604,317,339 1,164,869, '/o 1,092,891,894 71,978, '1', 6.18% 435, % 430,123 5, % 1.24% Poll 900,389, ,324, % 713,323, % 0.00 Postal Ballot {If Applicable) Total 900,389, ,759, '1', 713,753,672 6, '!. 0.00'/o Total 8,735,386,742 8,109,309, /, 8,037,325,742 71,984, % 0.89'/o (5) Resolution. 5 Resolution Required (Ordinary/ Special) Ordinary Appointment of Mr. Ravlnder Takkar, as n-executlve Director liable to retlre by rotation Whether promoter/ promoter group are Interested in the agenda / resolution. of. of votes Category Mode of Voting held polled (1) (2) 1. of Votes % of Votes ¾of Votes. of Votes in. or Votes - in favour on against on (3). (4) (5) (6) = (7) = ((4)1(2)]"100 ((5)/(2)]"100 [(2)/(1)J 100 E-Votlng 2,275,103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955,576, % 0.00% Public - Institutions Public-n-Institutions Total 6,230,680,176 6,230,680, ¾ 6,230,680, % 0.00'/, E-Votlng 1,164,869, % 1,107,813,453 57,056, % 4.90% Poll 1,604,317, % % 0.00%..... Total 1,604,317,339 1,164,869, '1', 1,107,813,453 57,056, '!. 4.90'/. E-Vo1i ng 431, % 425,751 5, % 1.30% Poll 900,389, ,324, % 713,323, % Total 900,389, ,755, ¾ 713,749,300 6, '/, 0.00% Total 8,735,386,742 8,109,305, % 8,052,242,929 57,062, /, 0.70'/o Page3 of 8 Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worll, Mumbai T: IF: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I CIN: L321 OOGJl 996PLC030976

8 Qvodafone Resolution. 6 Resolution Required (Ordinary/ Special) Ordinary Appointment of Mr. Thomas Relsten, as n-executive Director liable to retire by rotation Whether promoter/ promoter group are Interested In the!genda/ resolution. of. of votes Category Mode of Voting held polled (1) (2) Public - Institutions Public-n-Institutions % of Votes (3) = [(2)1(1)J"100 ¾ of Votes % of Votes. of Votes In. or Votes In favour on against on (4) (7).. [(4)1(2))'100 [(5)/{2))"100 (5) (6) = 2.275, 103, % 2, % 0.00% Poll 6,230,680, , % 3,955, % 0.00%.. - Total 6,230,680,176 6,230,680, ¾ 6,230,680, % 0.00% 1, , % 1,092, ,978, % 6.18% Poll 1, , % % 0.00% Total 1,604,317,339 1,164,869, % 1,092,891,894 71,978, % 6.18% 430, % , % 1.42% Poll 900,389, ,324,192 79,22% 713,323, ,00% Total 900,389, ,755, % 713,7411,291 6, ow. 0.00% Total 8,735,386,742 8,109,305, SJ t. 8,037,320,361 71,984, % 0.89% Resolution. 7 Resolution Required (Ordinary I Special) Ordinary Appointment or Mr. Vlvek Badrlnath, as n -Executive Director liable to retire by rotation Whether promoter/ promoter group are Interested in the agenda / resolution. of. of votes Category Mode of Voting held polled (1) (2) t. of Votes (3) = [(2)/(1))'100 % of Votes % of Votes. of Votes In. of Votes in favour on against on (5) (6) = (7) = [(4)/(2)1'100 [(5)1(2)]'100 2, , % 2,275,103, % 0.00% Poll 6, ,955, % 3,955, % 0,00%... Public - Institutions Public-n-Institutions Total 6,230,680,176 6,230,680, % 6,230,680, ¾ 0.00¾ E-Voling % 1, ,275 69,153, % 5.94% Poll 1, , % -. 0,00% 0.00%.... Total 1,604,317,339 1,164,869, % 1,095,716,275 69,153, % 5.94% 431, % 425, ,76% 1.24% Poll 900, ,324, % , % Total 900,389, ,755, ¾ 713,749,542 6, O.OOo/ Total 8,735,386,742 8,109,305, ¾ 8,040,145,993 69,159, ¾ o.a,w. (4) P lt4of8 Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor, Century Mills Compound. Pandurang Budhkar Marg. Worli. Mumbai T: IF: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: S1 I CIN: L32100GJ1996PLC030976

9 I Qvodafone Resolution. 8 Resolution Required (Ordinary/ Special) Whether promoter/ promoter group are Interested In the agenda/ resolution Ordinary. of Category Mode of Voting held (1) Public - Institutions Publlc-n--lnstitutions Poll 6,230,680, 176 Total 6,230,680,176 Poll 1,604,317,339 Postal Ballot (Ir Applicable) Total 1,604,317,339 Poll 900,389,227 Postal Ballot (Ir Applicable) Total 900,389,227 Total 8,735,386,742 Appointment or Mr. Arun Adhlkart, as an Independent Director of the Company for a term or 3 years with effect from August 31, of votes polled (2) % of Votes (3). [(2)/(1)]*100 'lo of Votes % of Votes. of Votes In. of Votes - In favour on against on (6) = (7)" [(4)/(2))'100 [(5)/(2)]*100 (4) 2,275,103, % 2,275, % 0.00% 3,955,576, % 3,955,576, % 0.00% ,230,680, % 6,230,680, % 0.00% 1,164,869, % 1,148,031,110 16,838, % 1.45% % % 0.00% ,164,869, % 1,148,031,110 16,838, % 1.45% 430, % , % 0.78% 713,324, % 713,323, % ,754, % 713,750,841 3, % 0.00% 8,109,304, % 8,092,462,127 16,842, % 0.21% (5) Resolution. 9 Resolution Required (Ordinary/ Special) Whether promoter/ promoter group are Interested In the a!lenda / resolution Ordinary. of Category Mode of Voting held (1) Public - Institutions Public-n-Institutions E-Votlng Poll 6,230,680,176 Total 6,230,680,176 Poll 1,604,317,339 Total 1,604,317,339 Poll 900, Total 900,389,227 Total 8,735,386,742 Appointment of Mr. Ashwanl Windlass, as an Independent Director of the Company for a term or 3 years with effect from August 31, of votes polled (2) % of Votes (3) = [(2)1(1)]'100 % or Votes % of Votes. of Votes - In. of Votes In favour on against on (4) (5) (6)= (7) = [(4)/(2)]'100 [(5)1(2)]'100 2,046,763, % 2,046,763, % 0.00% 3,955, % 3,955,576, % 0.00% ,002,339, % 6,002,339, ¾ 0.00% 1,162,483, % 1,137,798,200 24,684, % 2.12% 0.00% % 0.00% ,162,483, '/4 1,137,798,200 24,684, % 2.12% 430, % 427,154 3, % 0.72% 713,324, % 713,323, % ,754, '/, 713,750,703 3, % 0.00% 7,878,577, % 7,853,888,853 24,688, ¾ 0.31% Pag&5of8 Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor. Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: IF: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I CIN: l321 OOGJl 996PLC030976

10 I Qvodafone Resolution. 10 ResoluUon Required (Ordinary/ Special) Whether promoter I promoter group are Interested In the agenda / resolution Ordinary. of. of votes Category Mode of Voting held polled (1) (2) Appointment of Ms. Neena Gupta, as an Independent Director of the Company for a term of 3 year.; with effect from September 17, 2018 % of Votes (3) = [(2)/(1)]'100 ¾of Votes %of Votes. of Votes In. of Votes In favour on against on (6) = [(4)/(2)]'100 1(5)/(2)]'100 2,275,103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955,576, % 0.00%. Public - lnsmutions Public-n-Institutions Total 6,230,680,176 6,230,680, % 6,230,680, % 0.00% 1,164,869, % 1,164,869, % 0.00% Poll 1,604,317, % % 0.00%..... Total 1,604,317,339 1,164,869, % 1,164,869, % 0.00% E-Votlng 430, % 427,257 3, % 0.80% Poll 900,389, ,324, % 713,323, % Total 900,389, ,754, % 713,750,806 4, % 0.00% Total 8,735,386,742 8,109,305, % 8,109,300,959 4, ¾ 0.00% (4) (5) (7) = Resolutlon. 11 Resolution Required (Ordinary/ Special) Ordinary Approval of Material Related Party Transaction with Indus Tower.; Limited Whether promoter I promoter group are Interested In the agenda / resolution. of. of votes Category Mode of Voting held polled (1) (2) %of Votes Yes % of Votes ¾of Votes. of Votes - In. of Votes In favour on against on (3)= (4) (5) (6)= {7) = [(2)/(1))'100 [(4)/(2))'100 [(5)/(2))' Poll 6,230,680, Total 6,230,680,176.. Public - Institutions Public-n-Institutions E-Votlng 1,164,610, % 1,164,610, % 0.00% Poll 1,604,317, %. 0.00% 0.00% Total 1,604,317,339 1,164,610, '/, 1,164,610, % 0.00% 430, % 427,179 3, % 0.86% Poll 900,389, , % 712,146, % Total 900,389, ,578, % 712,573,922 4, ;. 0.00'Y, Total 8,735,386,742 1,877,189, % 1,877,184,899 4, ;. 0.00% 643 Page 6of 8 Vodafone Idea Limited (formerly Idea Cellular limited) Birla Centurion. 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai T: IF: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: I CIN: L32100GJ1996PLC030976

11 Qvodafone Resolution. 12 Resolution Required (Ordinary/ Special) Whether promoter/ promoter group are Interested in the,!genda I resolution Special. of Category Mode of Voting held (1) Poll 6,230,680,176 Public - lnstimions Public-n-Institutions Total 6,230,680,176 Poll 1,604,317,339 Total 1,604,317,339 Poll 900,389,227 Total 900,389,227 Total 8,735,386,742 Approve of Vodafone Idea Limited Employee Stock Option Scheme 2018 as per sailent features contained in the resolution. of votes polled (2) % of Votes (3) = 1(2)/(1))'100 ¾ of Votes ¾of Votes. of Votes In. of Votes in favour on against on (4) (5) (6)" (7) = 1(4)/(2))"100 [(5}/(2)]"100 2,275,103, % 2.275, 103, % 0.00% 3,955,576, % 3,955,576, % 0.00% ,230,680, % 6,230,680, % 0.00% 1,164,869, % , ,B89, % 57.51%. 0.00% % 0.00¾ ,164,869, % 494,980, ,889, '/o 57.51% 431, % 424,489 6, % 1.59% 713,324, % 713,323, % ,755, % 713,748,038 7, % 0.00% 8,109,305, % 7,439,408, ,897, % 8.26% Resolution. 13 Resolution Required (Ordinary/ Special) Whether promoter/ promoter group are interested In tho agenda / resolullon Special. of Category Mode of Voting held (1) Public - lnsthutions Public-n-Institutions E-Votlng Poll 6,230,680,176 Total 6,230,680,176 Poll 1, ,339 Total 1,604,317,339 Poll 900,389,227 Total 900,389,227 Total 8,735,386,742 Extension of benefits and coverage of Vodafone Idea Limited Employee Stock Option Scheme 2018 to employees of subsidiary companies. of votes polled (2) ¾ of Votes (3) 1(2)/(1)]"100 % of Votes %of Votes. of Votes In. of Votes in favour on against on (4) (5) (6) = (7). 1(4)/(2)]'100 1(5)1(2)) < 100 2,275,103, % 2,275,103, % 0.00% 3.955,576, % 3,955,576, % 0.00% ,230,680, % 6,230,680, % 0,00% 1,164,869, % 494,980, ,889, % 57.51%. 0.00% % 0.00%.... 1,164,869, ¾ 494,980, ,889, % 57.51% 430, % 423,965 6, % 1.60% 713,324, % 713, % ,755, % 713,747,514 7, o/o 0.00% 8,109,305, % 7,439,407, ,897, % 8.26% PJge7of8 Vodafone Idea limited (formerly Idea Cellular Limited) Birla Centurion, 9th to 12th Floor, Century Mills Compound, Pandurang 8udhkar Marg, Worli, Mumbai T: IF: I Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: I F: I CIN: l321 OOGJ 1996PLC030976

12 Qvodafone Resolution. 14 Resolution Required (Ordinary/ Special) Whether promoter I promoter group are Interested In the aaenda I resolution Special. of. of votes Category Mode of Voting held polled Public - Institutions Public-n-Institutions (1) Approve of use of trust route for Implementation of Vodafone Idea Limited Employee Stock Option Scheme 2018 (2) % of Votes % of Votes % of Votes. of Votes - in. of Votes - In favour on against on (3) = (4) (5) (6) = (7) = ((2)/(1)]"100 [(4)/{2)] 100 [(5)/(2)]" , 103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955,576, % 0.00% Total 6,230,680,176 6,230,680, % 6,230,680, % 0.00% 1,164,869, % 494,980, ,889, % 57.51% Poll 1,604,317, % % 0.00% - - Total 1,604,317,339 1, 164,869,9TT 72.61% 494,980, ,889, '/, 57.51% 431, % 424,434 6, % 1.61% Poll 900,389, ,324, % 713,323, % Total 900,389, ,755, % 713,747,983 7, % 0.00% Total 8,735,386,742 8,109,305, ¾ 7,439,408, ,897, % 8.26% Resolution. 15 Resolution Required (Ordinary/ Special) Special Appointment of Mr. Baiesh Sharma as Chief Executive Officer of the Company Whether promoter I promoter group are Interested In the agenda/ resolution. of. of votes Category Mode of Voting held polled (1) (2) Public - Institutions Public-n-Institutions %of Votes (3) = [(2)/{1))"100 % of Votes ¾ of Votes. of Votes - In. of Votes - In favour on against on (4) (5) (6)= (7) = [(4)/(2)]"100 [(5)/{2)]"100 2,275,103, % 2,275,103, % 0.00% Poll 6,230,680,176 3,955,576, % 3,955,576, % 0.00% Total 6,230,680,176 6,230,680, % 6,230,680, % 0.00% 1,164,869, % 739,692, ,177, % 36.50% Poll 1,604,317, % % 0.00% Total 1,604,317,339 1,164,869, % 739,692, ,177, % 36.50% E-Vo1ing 431, % 425,586 5, % 1.34% Poll 900,389, ,323, % 713,322, % Total 900,389, ,754, % 713,748,135 6, % 0.00% Total 8,735,386,742 8,109,304, % 7,684,121, ,183, % 5.24% Page SofS Vodafone Idea Limited (formerly Idea Cellular Limited) Birla Cemurion, 9th to 12th Floor, Century Mills Compound, Pandurang Budhkar Marg. Worli, Mumbai T: IF: f Registered Office: Suman Tower, Plot no. 18, Sector 11, Gandhinagar , Gujarat. T: IF: [ CIN: L321 OOGJ 1996PLC030976

13 OS UMESH VED & ASSOC/A TES Company Secretaries 304, Shoppers Plaza-V, Opp. Municipal Market, C. G. Road, Navrangpura, Ahmadabad Telefax: (0) / Moblie nfo@umeshvedcs.com, umeshvedcs.office@airtelmail.in Website: FORM NO. MGT-13 CONSOLIDATED SCRUTINIZER'S REPORT [Pursuant to section 108 & 109 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 as amended] To, The Chairman, VODAFONE IDEA LIMITED (Formerly Known as Idea Cellular Limited) Suman Tower, Plot.18, Sector-11, Gandhinagar Re: Twenty Third Annual General Meeting (AGM) of Vodafone Idea Limited (Formerly Known as Idea Cellular Limited) held on Saturday, the 22 nd December, 2018 at 12:30 p.m. at Cambay Sapphire (Formerly Cambay Spa and Resort), Plot , Near GIDC, Opposite Hillwoods School, Sector 25, Gandhinagar , Gujarat Dear Sir, I, Umesh Ved, Proprietor of M/ s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, was appointed as Scrutinizer for the purpose of scrutinizing the Remote process and voting at the Annual General Meeting ("AGM") pursuant to Section 108 & 109 of the Companies Act, 2013 read with rule 20 of Companies (Management and Administration) Rules, 2014, as amended on the resolutions contained in the tice to the 22 nd AGM of the Members of 111 odafope Idea Limited" (Formerly known as Idea Cellular Lirnited) (the Company)held on Saturday, the 22 nd December, 2018 at 12:30 p.m. at Cambay Sapphire (Formerly Cambay Spa and Resort), Plot , Near GIDC, Opposite Hillwoods School, Sector 25, Gandhinagar , Gujarat. My responsibility as a scrutinizer for the voting process is restricted to preparing a Scrutinizer's Report of the vote cast "in favour" or "against" the resolution(s) based on the reports generated from the Remote e-voting system provided by the National Securities Depository Limited ("NSDL") (the Agency/ se1vice provider ) and the Electronic Tab Voting at the AGM.

14 Continuation Sheet Umesh Ved & Associates I submit my report as under: 1. The shareholders of the Company holding as on the "cut-off' date 15 th December, 2018, were entitled to vote on the proposed resolutions as set out in item nos. 1 to 15 in the tice of the 23" 1 AGM of Vodafone Idea Limited (Formerly K.nown as Idea Cellular Limited). 2. The facility provided for Remote commenced from 9.00 A.M. on Wednesday, the 19 th December, 2018 and ended on 5.00 P.M. on Friday, the 21 st December, The Remote E - voting facility was blocked thereafter. 3. At the of the AGM the facility to vote electronically Tab Voting was provided to facilitate those members present at the AGM who could not participate through Remote E-voting, to record their votes. After counting of the votes conducted at the of the AGM through electronic means process, the votes cast through Remote E- voting were unblocked by me in the presence of two witnesses, namely, Ms. Jasmin Majithia and Mr. Parshwa Shah who are not in employment of the company, They have signed below in confirmation of the votes being unblocked in their presence. Jasmin Majithia Parshwa Shah 4. The voting done through Rem.ate E-voting and Electronic Tab Voting at the meeting were reconciled with the records maintained by the RTA and the authorizations / proxies lodged with the Company. 5. The result of the Remote e-voting as well as Electronic voting at the AGM is as under: (a). Ordinary Resolution to receive, consider and adopt the Audited Financial Statements and Audited Consolidated Financial Statements for the Financial Year ended March 31, 2018, together with the Reports of the Board f Di.rectors' and Auditors' thereon

15 Continuation Sheet Umesh Ved & Associates Type of Voting Number of Number of Votes % of total number members present Cast by them of Valid votes cast and voting (in Remote Tab Voting Total Type of Voting Number of Number of Votes % of total number of members present Cast by them Valid votes cast and voting (in Remote Total (b) Ordinary Resolution to appoint a Director in place of Mr. Kwnar Mangalam Birla (DIN: ), who retires by rotation, and being eligible, offers himself for re-appointment Type of Voting Number of members Number of Votes % of total number of Remote E-V oting Tab Voting Total Type of Voting Number of m.embers Number of Votes % of total number of Remote Total

16 Continuation Sheet Umesh Ved & Associates (c) Ordinary Resolution for Ratification of remuneration payable to Cost Auditors Type of Voting Number of members Number of Votes % of total number of present and voting (in Cast by them Valid votes cast Remote E-V oting Tab Voting Total T yp e of Voting Nmnber of members umber of Votes % of total number of Remote Total (d) Ordinary Resolution for Appointment of Mr. D. Bhattacharya as n-executive Director Type of Voting Nwnber of members Nwnber of Votes % of total number of Remote Tab Voting Total Type of Voting Nun.1.ber of rne1nbers Number of Votes % of total number of Remote Total

17 Continuation Sheet Umesh Ved & Associates (e) Ordinary Resolution for Appoinm1ent of Mr. R.avinder Takkar as n-executive Director Type of Voting Number of members Number of Votes % of total number of present and voting (in Cast by them Valid votes cast Remote E-V oting Tab Voting Total Type of Voting N cunber of members Number of Votes % of total number of Remote Total (f) Ordinary Resolution for Appointment of Mr. Thon.us Reis ten as n-executive Director Type of Voting Number of members Number of Votes % of total number of present and voting (in Cast by them Valid votes cast Remote E-V oting Tab Voting Total Type of Voting Number of members Number of Votes % of total number of person or b\' proxy) Remote Total

18

19 Continuation Sheet Vmesh Ved & Associates (i) Ordinary Resolution for Appointment of Mr. Ashwani Windlass as an Independent Director Type of Voting Number of members Nwnber of Votes % of total number of Remote Tab Voting Total Type of Voting Number of members Number of Votes % of total number of Remote E-V oting Total G) Ordinary Resolution for Appointment of Ms. eena Gupta as an Independent Director Type of Voting Number of 1nembers Nmnber of Votes % of total number of present and voting (in Cast by them Valid votes cast Rernote E-V oting Tab Voting Total Type of Voting Number of members Number of Votes % of total number of Remote E-V oting Total

20 Continuation Sheet Vmesh Ved & Associates (k) Ordinary Resolution for Approval of Material Related Party Transactions Type of Voting Number of members Number of Votes % of total number of Remote Tab Voting Total Type of Voting Number of members Number of Votes % of total number of Remote Total (1) Special Resolution to approve and adopt Vodafone Idea Linuted Employee Stock Option Scheme 2018 Type of Voting Number of members Number of Votes % of total number of Remote Tab Voting Total Type of Voting Number of members Nmnber of Votes % of total number of Remote Total

21 Continuation Sheet Umesh Ved & Associates (m) Special Resolution for Extension of benefits of Vodafone Idea Limited (Formerly known as Idea Cellular Limited) Employee Stock Option cheme 2018 to the employees of subsidiary company(ies) Type of Voting Number of rnembers Number of Votes % of total number of Remote Tab Voting Total Type of Voting Number of members Nmnber of Votes % of total number of present and voting (in Cast by them Valid votes cast Remote Total (n) Special Resolution for Use of trust route for implementation of Vodafone Idea I united Employee Stock Option Scheme 2018 Type of Voting Number of members Number of Votes % of total number of present and voting (in Cast by them Valid votes cast Remote Tab Votii1g Total

22 Continuation Sheet Umesh Ved & Associates Type of Voting Number of members umber of Votes % of total number of Remote E-V oting Total ( o) Special Resolution for Appointment of Mr. Balesh Sharma as Chief Executive Officer of the Company Type of Voting Nmnber of members Nwnber of Votes % of total number of Remote Tab Voting Total Type of Voting Nwnber of members Number of Votes % of total number of Remote Tab Voting Total

23 Continuation Sheet Umesh Ved & Associates 6. All the resolutions mentioned in the AGM tice as per details above accordingly stand passed with requisite majority. 7. The Electronic data and all other relevant records relating to Remote e-voting and electronic voting conducted at the AGM is under my safe custody and all will be handled over to the Cornpany Secretary fo.t preserving S!lfely!-lfter the Chairman considers, approves and signs the minutes of AGM. Thanking You, Yours faithfully, U *-v Umesh Ved FCS: 4411 CP : 2924 Date: 22 nd December, 2018 Place: Ahmedabad