Promoters are creating a non-disposal undertaking on 3,280,000,000 equity shares

The company's Vodafone group promoters are creating an encumbrance (non-disposal undertaking) on 3,280,000,000 equity shares.

Wed 7 Oct 2026

Shares under non-disposal undertaking

3,280,000,000 equity shares

Vodafone Promoters' total holding

17,414,045,221 equity shares — about 16.07% of the equity share capital

Date of creation shown in disclosure

30 September 2026

What has been disclosed

• The company's Vodafone group promoters are creating an encumbrance, described in the update as a non-disposal undertaking, over 3,280,000,000 equity shares of the company.
• These are the same shares that were earmarked on 31 December 2025, for a period of five (5) years from the date of execution of the amendment to the implementation agreement dated 20 March 2017, for the benefit of the company.
• The disclosure is made under Regulation 31(1) read with Regulation 28(3) of the Takeover Code. The date of creation shown is 30 September 2026.

What a non-disposal undertaking means

A non-disposal undertaking is a commitment that the shares covered by it will not be sold or otherwise disposed of. The shares continue to be held by the promoters named in the update, but a restriction sits on them for the arrangement described. The update describes the event as creation of an encumbrance (non-disposal undertaking) on the shares, and states that the encumbrance has been created for the benefit of the company.

Who is creating the encumbrance

• Ten promoter entities are named: Euro Pacific Securities Ltd, Al-Amin Investments Limited, Asian Telecommunication Investments (Mauritius) Limited, Trans Crystal Ltd., CCII (Mauritius), Inc., Prime Metals Ltd., Mobilvest, Vodafone Telecommunications (India) Limited, Omega Telecom Holdings Private Limited and Usha Martin Telematics Limited.
• The first eight are described in the update as the Mauritian Promoters and the last two as the Indian Promoters.
• The largest single block in the list is Euro Pacific Securities Ltd, at 1,053,514,629 equity shares being encumbered. That entity's post-event encumbered holding is shown as 0.94% of the share capital. Omega Telecom Holdings Private Limited is encumbering 256,841,451 equity shares.

How it sits against total promoter holding

• The Vodafone Promoters together hold 17,414,045,221 equity shares, about 16.07% of the equity share capital of the company, and 15.46% on a fully diluted basis.
• The 3,280,000,000 shares being encumbered form part of that holding and were already earmarked for the benefit of the company.
• For some of the entities, the update shows no shares encumbered before this event; the post-event column then reflects the shares covered by this creation.

The Birla group promoters named in the same table

The disclosure table also lists holding details for other promoters, including Mr. Kumar Mangalam Birla, Grasim Industries Limited, Pilani Investment and Industries Corporation Limited, Hindalco Industries Limited, Birla Group Holdings Private Limited, IGH Holdings Private Limited, Elaine Investments Pte Ltd., Oriana Investments Pte Ltd. and Suryaja Investments Pte. Ltd. For these, the update shows the encumbrance event columns as not applicable, and the holding details are stated to be based on information available on the stock exchange website for the quarter ended 30 June 2026.

What an investor can take away

• This is a promoter-level disclosure about the status of shares already earmarked, not a fresh transaction in the company's business.
• The shares covered remain with the named promoter entities; the arrangement restricts their disposal rather than transferring them.
• The quantity involved, 3,280,000,000 equity shares, is the figure to track against the promoter holding of 17,414,045,221 equity shares and the stated 16.07% (15.46% fully diluted) promoter stake.

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