Exhibit 4.37


 


SECOND AMENDMENT TO THE IMPLEMENTATION AGREEMENT


 


This Second Amendment Agreement (the “Second
Amendment Agreement”) to the implementation agreement dated 25 April 2018, as amended by the first amendment to the implementation
agreement dated August 31, 2020 (“Implementation Agreement”), is entered into on November 19, 2020 at New
Delhi, India, among:


 


		(1)	BHARTI INFRATEL LIMITED, a company incorporated in India under the Companies Act, 1956, and having
its registered office at 901, Park Centra, Sector – 30, NH – 8, Gurugram, Haryana – 122001, India and corporate
office at Bharti Crescent, 1 Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi – 110 070, Delhi, India (“BIL”);



 


		(2)	THE PERSONS LISTED IN PART A OF SCHEDULE 1 OF THE IMPLEMENTATION AGREEMENT (collectively,
the “VIL Promoters”);



 


		(3)	THE PERSONS LISTED IN PART B OF SCHEDULE 1 OF THE IMPLEMENTATION AGREEMENT (collectively,
the “BIL Promoters”);



 


		(4)	VODAFONE IDEA LIMITED, a company incorporated in India under the Companies Act, 1956, and having
its registered office at Suman Tower, Plot No. 18, Sector –11, Gandhinagar – 382 011, Gujarat, India (“Vodafone
Idea”);



 


		(5)	INDUS TOWERS LIMITED, a company incorporated in India under the Companies Act, 1956, and having
its registered office at Building No.10, Tower-A, 4th Floor, DLF Cyber City, Gurugram 122002, Haryana, India (“Indus”);
and



 


		(6)	VODAFONE INTERNATIONAL HOLDINGS B.V., a company incorporated in the Netherlands, and having its
registered office at Rivium Quadrant 173, 2909 LC Capelle aan den IJssel, the Netherlands (“Vodafone Confirming Party”).



 


BIL, the VIL Promoters, the BIL Promoters, Vodafone
Idea and Indus are collectively referred to as the “Parties” and individually as a “Party”.


 


WHEREAS:


 


		(A)	The Parties have entered into the Implementation Agreement in connection with the proposed merger of Indus
with BIL through a scheme of amalgamation and arrangement under Sections 230 to 232 of the Act (the “Merger Scheme”),
which prescribes certain conditions precedent for the Merger Scheme to become effective.



 


		(B)	The Parties have now agreed certain revised terms and conditions on which the Transaction will be undertaken
and implemented and are entering into this Second Amendment Agreement to make necessary amendments to the Implementation Agreement in
accordance with Clause 16.5 of the Implementation Agreement.



 


		(C)	Capitalised words and expressions used but not defined herein shall
have the same meaning as assigned to them under the Implementation Agreement and references to Clauses shall mean Clauses of the Implementation
Agreement.



 






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NOW THEREFORE
THE PARTIES HEREBY AGREE TO AMEND THE IMPLEMENTATION AGREEMENT AS FOLLOWS:


 


		1.	AMENDMENTS TO THE IMPLEMENTATION AGREEMENT



 


		(a)	In Clause 1.1 (Definitions), the definition of “BIL EBITDA” shall be, and is
hereby, substituted in its entirety by the following



 


““BIL
EBITDA” means the sum of INR 31,335 million (Rupees thirty one thousand three hundred and thirty five million) for BIL
on a standalone basis and 42% of the Indus EBITDA, as increased by an addition of 50% of INR 221 million being the amount of provision
for doubtful debts within BIL standalone EBITDA as at 31 March 2020.”


 


		(b)	In Clause 1 of Schedule 9, the definition of “BIL Sale EBITDA” shall be, and is hereby,
substituted in its entirety by the following



 


“BIL
Sale EBITDA” means the sum of INR 31,335 Million (Rupees thirty one thousand three hundred and thirty five million) for BIL
on a standalone basis and 42% of the Indus Sale EBITDA, as increased by an addition of 50% of INR 221 Million being the amount
of provision for doubtful debts within BIL standalone EBITDA as at 31 March 2020.”


 


		(c)	In Paragraph 2.2 of Part B of Schedule 4 (Pre-Closing Adjustments) to the Implementation Agreement,
the following adjustment (l) shall be, and is hereby, inserted after (k):



 


“(l) An
asset shall be recognised of an amount of INR 522 Million as provision for doubtful debts (“PDD”) as of September 30,
2020 (BIL standalone basis) for Airtel and Vodafone Idea”


 


		(d)	In Paragraph 3.2 of Part B of Schedule 4 (Pre-Closing Adjustments) to the Implementation Agreement,
the adjustment (e) shall be, and is hereby, substituted in its entirety by the following.



 


“(e) An
asset shall be recognised of an amount of INR 3,792 Million as provision for doubtful debts (“PDD”) as of September 30,
2020 for Airtel and Vodafone Idea”


 


		(e)	In Paragraph 2.2 of Part B of Appendix A of Schedule 9 (Terms and Conditions Applicable to Idea
Cash Election) to the Implementation Agreement, the adjustment (d) shall be, and is hereby, substituted in its entirety by the
following.



 


“(d) An
asset shall be recognised of an amount of INR 3,792 Million as provision for doubtful debts (“PDD”) as of September 30,
2020 for Airtel and Vodafone Idea”


 


		(f)	In Paragraph 2.2 of Part C of Appendix A of Schedule 9 (Terms and Conditions Applicable to Idea
Cash Election) to the Implementation Agreement, the following adjustment (k) shall be, and is hereby, inserted after (j).



 


“(k) An
asset shall be recognised of an amount of INR 522 Million as provision for doubtful debts (“PDD”) as of September 30,
2020 (BIL standalone basis) for Airtel and Vodafone Idea”


 


		(g)	Clause 6.5.3 (Key Employees) shall be, and is hereby, substituted in its entirety by the following.



 


“Manish Dawar shall be appointed
as the Chief Financial Officer of the Merged Entity with effect from the Closing Date.”


 


		2.	FULL FORCE AND EFFECT



 


This Second Amendment Agreement shall
be effective from the date hereof, and shall be read together with, and as a part of, the Implementation Agreement. Except as amended
hereby, all of the terms and conditions of the Implementation Agreement shall remain in full force and effect.


 






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		3.	COUNTERPARTS



 


This Second
Amendment Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument,
but shall not be effective until each Party has executed at least one counterpart. Further, the delivery of a PDF format copy of
an executed signature page with the same force and effect as the delivery of an originally executed signature page.


 


		4.	GOVERNING LAW AND DISPUTE RESOLUTION



 


This Second Amendment Agreement shall
be governed by and construed in accordance with Laws of India. Any dispute or difference arising out of or in connection with this Second
Amendment Agreement shall be resolved in the manner provided in Clauses 16.8 (Consultation) and 16.9 (Arbitration) of the
Implementation Agreement, mutatis mutandis.


 


[Remainder of this page has been intentionally
left blank]


 









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In witness whereof, this Second Amendment Agreement has been entered
into on the date and year first above written.


 


For and on behalf of Bharti Infratel Limited


 


 


	/s/ Akhil Gupta	 
	Name: Akhil Gupta	 
	Title: Chairman	 







 


 


For and on behalf of Bharti Airtel Limited


 


 


	/s/ Sameer Chugh	 
	Name: Sameer Chugh	 
	Title:	 


 


 


For and on behalf of Nettle Infrastructure Investments Limited


 


 


	/s/ Sameer Chugh	 
	Name: Sameer Chugh	 
	Title:	 


 


[Signature
Page to the Second Amendment to the Implementation Agreement]


 









    


     


    

 


For and on behalf of Al-Amin Investments Limited


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


 


For and on behalf of Asian Telecommunication Investments (Mauritius)
Limited


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


 


For and on behalf of CCII (Mauritius), Inc.


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


 


For and on behalf of Euro Pacific Securities Ltd


 


 


	 /s/ Gerhardus A van Niekerk
	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


[Signature Page to the Second Amendment
to the Implementation Agreement]




 









    


     


    

 


For and on behalf of Vodafone Telecommunications (India) Limited


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


 


For and on behalf of Mobilvest


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


 


For and on behalf of Prime Metals Ltd


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


 


For and on behalf of Trans Crystal Ltd


 


 


	/s/ Gerhardus A van Niekerk	 
	Name: Gerhardus A van Niekerk	 
	Title: Director	 


 


[Signature Page to the Second Amendment
to the Implementation Agreement]




 




    


     


    

 


For and on behalf of Omega Telecom Holdings Private Limited


 


 


	/s/ Priyanka Sinha	 
	Name: Priyanka Sinha	 
	Title: Director	 


 


 


For and on behalf of Usha Martin Telematics Limited


 


 


	/s/ Priyanka Sinha	 
	Name: Priyanka Sinha	 
	Title: Director	 


 


[Signature Page to
the Second Amendment to the Implementation Agreement]


 









    


     


    

 


For and on behalf of


Vodafone Idea Limited





 


 


	/s/ Ravinder Takker	 
	Name:	 
	Title:	 


 


[Signature Page to the Second Amendment
to the Implementation Agreement]


 






    


     


    

 


For and on behalf of Indus Towers Limited


 


 


	/s/ Rajinder Kumar	 
	Name: Rajinder Kumar	 
	Title: Chief of Legal & Company Secretary	 



 


[Signature Page to the Second Amendment
to the Implementation Agreement]


 









    


     


    

 


For and on behalf of Vodafone International
Holdings B.V.


 


 


	/s/ M Buckers	 	/s/ L.R.M. Kraan	 
	Name: M Buckers	 	Name:  L.R.M. Kraan	 
	Title: Director	 	Title: Director	 


 


[Signature Page to the Second Amendment
to the Implementation Agreement]