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Directors Report of Bharti Airtel Ltd.

Mar 31, 2023

Your Directors are pleased to present the 28th Board’s Report on the business and operations of Bharti Airtel Limited (Bharti Airtel/ Airtel/ Company) along with audited financial statements for the financial year ended March 31, 2023.

Company Overview

Bharti Airtel is a global communications solutions provider with more than 500 Mn customers in 17 countries across South Asia and Africa. It is one of the top three mobile operators globally with its networks covering more than two billion people. Airtel is India’s largest integrated communications solutions provider and the second largest mobile operator in Africa. The Company offers a wide array

Financial Results

In terms of the provisions of the Companies Act, 2013 (‘Act’), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (‘Ind AS’) for FY 2022-23. The financial highlights of the Company’s operations for FY 2022-23 on standalone and consolidated basis, are as follows:

Standalone Financial Highlights

Particulars

FY 2022-23

FY 2021-22 (Restated)#

E Mn

USD Mn*

E Mn

USD Mn**

Gross revenue

847,201

10,541

707,950

9,521

EBITDA before exceptional items

441,477

5,493

351,943

4,733

Cash profit from operations

318,432

3,962

231,421

3,112

Profit/(Loss) before tax

12,963

158

(42,557)

(572)

Net income/(Loss)

(896)

(11)

(38,637)

(520)

(*1 USD = H80.37 Exchange Rate for financial year ended March 31, 2023).

(**1 USD = H74.36 Exchange Rate for financial year ended March 31, 2022).

#The composite scheme of arrangement between Nettle Infrastructure Investments Limited, Telesonic Networks Limited and their respective shareholders and the Company, under Sections 230 to 232 along with other applicable provisions of the Act (‘Scheme’) has become effective from February 1, 2023 with an appointed date of April 1, 2022. Consequently, the Audited Standalone Financial Statements have been restated in accordance with the accounting treatment mentioned in the Scheme.

Consolidated Financial Highlights

Particulars

FY 2022-23

FY 2021-22

E Mn

USD Mn*

E Mn

USD Mn**

Gross revenue

1,391,448

17,313

1,165,469

15,673

EBITDA before exceptional items

717,330

8,925

581,103

7,815

Cash profit from operations

553,596

6,888

423,645

5,697

Profit/(Loss)before tax

165,607

2,061

124,831

1,679

Net income/(Loss)

83,459

1,038

42,549

572

(*1 USD = H80.37 Exchange Rate for financial year ended March 31, 2023).

(**1 USD = H74.36 exchange Rate for financial year ended March 31, 2022).

The financial results and the results of operations, including major developments, have been further discussed in detail in the Management Discussion and Analysis Report.

Reserves

During the year, the Company has not transferred any amount to General Reserve. As on March 31, 2023, the Reserves and Surplus comprising General Reserve, Retained Earnings and Securities Premium Account stood at H790,684 Mn.

Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2023.

Dividend

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company had adopted the Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or the utilization of the retained profits earned by the Company. The Dividend Distribution Policy is available on the Company’s website at https://assets.airtel.in/teams/simplycms/web/ docs/Dividend-Distribution-Policy-18052022.pdf.

In line with the above policy, your Directors have recommended a final dividend of H4/- per fully paid-up equity share of face value of H5/- each and a pro-rata final dividend of H1/- per partly paid-up equity share of face value of H5/- each with paid-up value of H1.25/- each i.e. 80% of the paid-up value for FY 2022-23. The proposed final dividend payout will amount to approx. H22,696.20 Mn. The payment of final dividend is subject to the approval of shareholders at the 28th Annual General Meeting (AGM).

The record date for the purpose of payment of final dividend for the FY 2022-23, will be Friday, August 11, 2023.

In view of the applicable provisions of Income Tax Act, 1961, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, is liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to Unpaid Dividend Account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

of solutions to its retail customers including high-speed 4G/5G mobile broadband, Airtel Xstream Fiber offering speeds up to 1 Gbps with convergence across linear and on-demand entertainment, streaming services spanning music and video, digital payments, and financial services. For enterprise customers, Airtel provides secure connectivity, cloud and data center services, cyber security, loT, Ad Tech and CPaaS (Airtel IQ), among others. The Company also has investments in tower infrastructure pertaining to telecom operations through its joint venture entity viz. Indus Towers Limited (‘Indus’). During FY 2022-23, the Company acquired an additional stake of 1.46% and accordingly, its shareholding in Indus stood at 47.95% as on March 31, 2023.

In light of the aforesaid provisions, the Company during FY 2022-23 has transferred the unpaid/ unclaimed dividend amount of H1.25 Mn, pertaining to final dividend for FY 2014-15, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. The details of unpaid and unclaimed dividend amounts lying with the Company as on August 12, 2022 (date of last Annual General Meeting) are available on the Company’s website at https:// www.airtel.in/about-bharti/equity/shares/unpaid-dividend.

Further, 25,697 equity shares of the Company, in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority during FY 2022-23. The relevant details of equity shares transferred to IEPF are also available on the Company’s website at https://www.airtel.in/about-bharti/ equity/shares/unpaid-dividend.

The shareholders whose unpaid dividend and/or shares have been transferred to IEPF may reach out to the Company/ Registrar and Transfer Agent, to lodge their claim for refund of the unpaid dividend/shares (as applicable) out of the IEPF. The process for claiming the unpaid dividend/shares out of the IEPF, is also available on the Company’s website at https:// www.airtel.in/about-bharti/equity/shares.

Significant Developments

Amalgamation ofNettleInfrastructureInvestments Limited (‘Nettle’) and Telesonic Networks Limited (‘Telesonic’), wholly-owned subsidiaries with the Company

During FY 2022-23, the Hon’ble National Company Law Tribunal, Chandigarh Bench, vide its order dated January 16, 2023 (“NCLT order”), sanctioned the composite scheme of arrangement between Nettle, Telesonic and their respective shareholders and the Company, under Sections 230 to 232 and other applicable provisions of the Act for amalgamation of Nettle and Telesonic, wholly-owned subsidiaries with the Company (‘Scheme’). The Scheme has become effective from February 1, 2023.

Upon the Scheme becoming effective:

a) 30,000 Rated, Listed, Unsecured, Guaranteed, Redeemable 5.35% Non-Convertible Debentures of the face value of H1,000,000 each of an aggregate principal amount of H30,000 Mn (NCDs) and 17,500, 5.35% Listed Commercial papers of H500,000 each (CPs) of an aggregate principal amount of H8,750 Mn issued by Telesonic, have been transferred in the name of the Company.

The aforesaid NCDs and CPs were redeemed by the Company on April 28, 2023 and February 7, 2023 respectively. Accordingly, there are no outstanding NCDs and CPs as on the date of this report.

long-term interest for the organisation. The HR & Nomination Committee administers and monitors the Company’s ESOP schemes. Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are transferred to employees, upon exercise of stock options as per the terms of the Schemes.

Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’), a disclosure with respect to ESOP Schemes of the Company as on March 31, 2023, is available on the Company’s website at https://www.airtel.in/about-bharti/ equity/results.

The members, at their previous AGM held in 2022, had approved the increase in total number of options of Employee Stock Option Scheme, 2005 by 27,460,136 options. Apart from this, there were no other material changes in the aforementioned Schemes of the Company and the ESOP Schemes are in compliance with ESOP Regulations. The certificate from Chandrasekaran Associates, Company Secretaries, certifying that the schemes are implemented in accordance with the ESOP Regulations and the resolutions passed by the members, is available for inspection by the members in electronic mode.

Material changes and commitments affecting the financial position between the end of financial year and the date of report

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

Directors and Key Managerial Personnel

Appointments, Re-appointments, Retirements and Resignations

i. Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of the Act, Mr. Gopal Vittal (DIN: 02291778), Director of the Company (designated as Managing Director & CEO), will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board, on the recommendation of the HR & Nomination Committee, recommended his re-appointment at the ensuing AGM.

ii. Appointment and re-appointment of Independent Director

Ms. Kimsuka Narasimhan (DIN: 02102783) will be completing her present term as Independent Director of the Company on March 29, 2024. On the recommendation of the HR & Nomination Committee and subject to the approval of the shareholders, the Board has approved her re-appointment as Independent Director for a further term of five consecutive years w.e.f. March 30, 2024 upto March 29, 2029.

b) The authorized share capital of Nettle and Telesonic is deemed to be added to the authorized share capital of the Company. Accordingly, the authorized share capital of the Company has been increased to H148,730,500,000/- divided into 29,746,080,000 equity shares of face value of H5/- each and 1,000 preference shares of face value of H100/- each.

Allotment of Securities

During the FY 2022-23, the Company has made the following allotments:

• 71,176,839 fully paid-up equity shares of face value of H5/- each at an issue price of H734/- per share (including a premium of H729/- per share) on preferential basis to Google International LLC on July 14, 2022.

• 11,930,543 fully paid-up equity shares of face value of H5/- each at the applicable conversion price pursuant to conversion of foreign currency convertible bonds (‘FCCBs’) of principal value of USD 86,300,000 in multiple tranches.

Consequent to the aforesaid allotment(s), the paid-up share capital of the Company has increased to H28,366,032,827.50/-divided into 5,575,134,650 equity shares of face value of H5/- each fully paid-up and 392,287,662 partly paid-up equity shares of face value of H5/- each (H1.25 per share paid-up) as on March 31, 2023.

Deposits

The Company did not accept any deposits during the financial year, including from public and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

Capital Market Ratings

During the year ended March 31, 2023, the Company was rated by two domestic rating agencies namely CRISIL and India Ratings & Research Private Limited and three international rating agencies namely Fitch Ratings, Moody’s and S&P, which are as under:

a) CRISIL maintained the long term ratings at CRISIL AA (Stable) and short-term ratings maintained at CRISIL A1 .

b) I ndia Ratings & Research Private Limited maintained Short-term ratings at IND A1 .

c) Fitch Ratings revised the Outlook to BBB- (Stable).

d) Moody’s upgraded the rating to Baa3 (Stable).

e) S&P maintained the rating at BBB- (Stable).

Employee Stock Option Plans

As on March 31, 2023, the Company has two Employee Stock Options (‘ESOP’) schemes namely ‘Employee Stock Option Scheme - 2001’ and ‘Employee Stock Option Scheme - 2005’ (collectively referred as ‘Schemes’). The ESOP schemes help in attracting and retaining talent and aligning

Ms. Kimsuka Narasimhan fulfils the conditions specified under the Act and the Listing Regulations and is independent of the management. Accordingly, the Board recommends her re-appointment, for the approval of the members.

During the FY 2022-23, Mr. Pradeep Kumar Sinha (DIN: 00145126) and Mr. Shyamal Mukherjee (DIN: 03024803) were appointed as Independent Directors on the Board with effect from May 18, 2022 to hold office for a term of five consecutive years i.e. upto May 17, 2027. Their appointment was approved by the members in the 27th AGM of the Company held on August 12, 2022.

1 n the opinion of the Board, all the directors, including the directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard

2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the Notice of the 28th AGM.

iii. Retirements and resignations of Independent Director(s)

Mr. Shishir Priyadarshi tendered his resignation as Independent Director w.e.f. the close of business hours on October 31, 2022, to devote time towards new full time professional responsibilities. He further confirmed that there was no material reason for his resignation other than the one mentioned above.

Mr. Manish Kejriwal retired from the Board w.e.f. the close of business hours on September 25, 2022, upon completion of his second term as Independent Director of the Company.

The Board places on record its sincere appreciation for the valuable contribution made by Mr. Priyadarshi and Mr. Kejriwal.

Save and except the above, there was no change in the Directors or KMPs of the Company during the year under review.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which

exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development. At Airtel, we recognize the importance of diversity and inclusion in our boardroom, and we strive to maintain a diverse composition that reflects the richness of the global community we serve. The Company has an eminent, high-performing and diverse board - comprising ~27% Women Directors.

In terms of the requirement of Section 178 of the Companies Act and Listing Regulations, the Board of Directors has adopted ‘Policy on Nomination, Remuneration and Board Diversity’ on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management. The Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel (KMP) and other covered employees, their remuneration structure and disclosures in relation thereto, total rewards package for Managing Director & CEO and relevant members of Senior Management which is linked with sustainability targets and long term performance of the Company. The deferred/ variable remuneration (including Long Term incentive) of KMPs and members of Senior Management is subject to malus/clawback arrangements.

The policy is available on the Company’s website at https:// assets.airtel.in/teams/simplycms/web/docs/BAL-policy-on-nomination-remuneration-and-board-diversity.pdf.

Annual Board Evaluation

The Board works with HR & Nomination Committee and lays down a structured framework - process, format, attributes, criteria and questionnaires for the performance evaluation of the Board, its Committees and individual directors including the Chairman and MD & CEO, keeping in view the Board priorities and best practices. The evaluation process at Bharti Airtel is facilitated online by a leading independent consulting firm.

A detailed disclosure on the framework of Board Evaluation including outcome and action plan has been provided in the Report on Corporate Governance, which forms a part of the Integrated Report.

Familiarization Programme for Board members

The Company has adopted a well-structured induction programme for orientation and training of Directors at the time of theirjoining so as to provide them with an opportunity to familiarize themselves with the Company, Board, its management, its operations including its products and services, business model, values and Company’s culture and the industry in which the Company operates.

A detailed note on the familiarization programme adopted by the Company for orientation and training of the Directors, is provided in the Report on Corporate Governance which forms a part of the Integrated Report.

Board Committees and Meetings of the Board and Board Committees

In compliance with the statutory requirements, the Company has constituted mandatory Committees viz. Audit Committee, Environmental, Social and Governance (ESG) Committee, HR & Nomination Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders’ Relationship Committee.

Apart from the above Committees, the Company has also established operating Committees viz. Committee of Directors and Airtel Corporate Council. Additionally, other special committees have been constituted for special purposes/ transactions.

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met five times during the previous year. A detailed update on the Board, its composition, governance of committees including detailed charters, terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2022-23 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of the Integrated Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2023, your Company has 138 subsidiaries, 9 associates and 7 joint ventures.

During the year under review, the following became subsidiaries of the Company: Airtel Congo Telesonic Holdings (UK) Limited, Airtel DRC Telesonic Holdings (UK) Limited, Airtel Gabon Telesonic Holdings (UK) Limited, Airtel Kenya Telesonic Holdings (UK) Limited, Airtel Madagascar Telesonic Holdings (UK) Limited, Airtel (M) Telesonic Holdings (UK) Limited (formerly known as Airtel Malawi Telesonic Holdings (UK) Limited), Airtel Niger Telesonic Holdings (UK) Limited,

Airtel Nigeria Telesonic Holdings (UK) Limited, Airtel Rwanda Telesonic Holdings (UK) Limited, Airtel Seychelles Telesonic Holdings (UK) Limited, Airtel Tanzania Telesonic Holdings (UK) Limited, Airtel Uganda Telesonic Holdings (UK) Limited, Airtel Zambia Telesonic Holdings (UK) Limited, Airtel Tchad Telesonic Holdings (UK) Limited, Airtel (M) Telesonic Limited, Airtel Kenya Telesonic Limited, Airtel Nigeria Telesonic Limited, Airtel Rwanda Telesonic Limited, Airtel Telesonic Uganda Limited, Airtel Zambia Telesonic Limited, Airtel (Seychelles) Telesonic Limited, Airtel Mobile Commerce Tanzania B.V., Nxtra Africa Data Holdings Limited (formerly known as Airtel Africa Data Center Holdings Limited), Nxtra Nigeria Data Holdings (UK) Limited (formerly known as Airtel Nigeria Data Center Holdings (UK) Limited), Nxtra Kenya Data Holdings (UK) Limited (formerly known as Airtel Kenya Data Center Holdings (UK) Limited), Nxtra DRC Data Holdings (UK) Limited (formerly known as Airtel DRC Data Center Holdings (UK) Limited), Nxtra Gabon Data Holdings (UK) Limited (formerly known as Airtel Gabon Data Center Holdings (UK) Limited), Nxtra Congo Data Holdings (UK) Limited (formerly known as Airtel Congo Data Center Holdings (UK) Limited), Airtel Congo RDC Telesonic S.A.U. and Nxtra Africa Data (Nigeria) Limited.

During the year under review, Mawezi RDC S.A. became joint venture of the Company.

During the year, Telesonic and Nettle ceased to be the wholly owned subsidiaries of the Company and Aban Green Power Private Limited ceased to be the associate company.

Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies in prescribed form AOC-1, is annexed to the consolidated financial statements of the Company which forms part of this Integrated Report. The said statement also provides the details of performance and financial position of each subsidiary, associate and joint venture and their contribution to the overall performance of the Company.

In terms of the requirement of Section 136 of the Act, the financial statements of each of the subsidiary company are available on the Company’s website at https://www.airtel.in/ about-bharti/equity/results/annual-results and the same will also be available electronically for inspection by the members during the AGM.

The audited financial statements of each subsidiary, associate and joint venture company are available for inspection at the Company’s registered office. The physical copies of annual financial statements of the subsidiary, associate and joint venture companies will also be made available to the members of the Company upon request.

The Policy for determining material subsidiaries of the Company is also provided on the Company’s website at https://s3-ap-southeast-1.amazonaws.com/bsy/iportal/ images/Policy-for-determining-Material-Subsidiaries-1 3C3 DACCD6AC67BF355A2231C3D434D64.pdf.

Auditors and Auditors’ Report Statutory Auditors

In terms of the provisions of Section 139 of the Act, Deloitte Haskins & Sells LLP (‘Deloitte’) were re-appointed as the Statutory Auditors by the shareholders in the 27th AGM held on August 12, 2022, for a period of five years i.e. till the conclusion of 32nd AGM. The said re-appointment of Deloitte was duly recommended by the Audit Committee and Board of Directors after considering Deloitte’s expertise, competence and experience in statutory audit, advisory services, due diligence etc. of various multinational and large companies particularly telecom sector companies.

Deloitte Haskins & Sells LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the Act and Code of Ethics issued by the Institute of Chartered Accountants of India.

The Board has duly examined the Statutory Auditors’ Report to the financial statements, which is self-explanatory. The clarifications, wherever necessary, have been included in the Notes to financial statements section of the Integrated Report.

As regards the comments under para i(a) of the Annexure B to the Independent Auditors’ Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company as per the program of physical verification of fixed assets to cover all the items over a period of three years, conducted physical verification of fixed assets during the quarter ended March 31, 2023. The Company is in the process of updating quantitative and situation details relating to certain fixed assets which were identified during the physical verification exercise. This same is expected to be completed by December 2023.

As regards the comments under para i(b) of the Annexure B to the Independent Auditors’ Report regarding no physical verification of customer premises equipment, bandwidth and certain assets due to their nature or location; the customer premises equipment are located at subscriber’s premises and physical check of the equipment is generally not possible.

As regards the comments under para i(c) of the Annexure B to the Independent Auditors’ Report regarding transfer of title deed in the name of the Company, the ownership of these properties is transferred and vested in the name of the Company through merger scheme. The Company is in the process of getting the title deeds transferred in name of the Company.

As regards to the comments under para ix(d) of the Annexure B to the Independent Auditors’ Report regarding fund raised on short term basis used for long term purpose, the Company has used such funds as bridge financing and is able to generate sufficient funds from long term sources to meet the working capital requirement.

Further, during the year under review, the auditors have not reported any fraud under Section 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

Internal Auditors and Internal Assurance Partners

The Company has in place a robust Internal Assurance Group (IAG), which is led by the Chief Internal Auditor and ably supported by reputed independent firms i.e. Ernst & Young LLP, Chartered Accountants and ANB & Co., Chartered Accountants as the Internal Assurance Partners.

The audits are based on an internal audit plan, which is derived from a bottoms-up risk assessment and directional inputs from the Audit Committee in consultation with the IAG. The Audit Committee oversees the scope and coverage of the audit plan and evaluates the overall results of these audits during the quarterly Audit Committee meetings. These audit are based on risk based methodology and, inter-alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Assurance Partners share their findings on an ongoing basis for corrective action.

The work of Internal Assurance Partners is coordinated by the internal team led by Chief Internal Auditor. The combination of internal team and expertise of reputed independent professional firms ensures independence as well as effective value addition and protection.

The Board, on the recommendation of the Audit Committee, has re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered Accountants as the Internal Assurance Partners for FY 2023-24.

Cost Records

The Company has maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act .

Cost Auditors

The Board, on the recommendation of the Audit Committee had appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2023. The Cost Auditors will submit their report for FY 2022-23 within the timeframe prescribed under the Act.

Cost Audit report for the FY 2021-22 did not contain any qualification, reservation, disclaimer or adverse remark.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders. Accordingly, the Board recommends the same for approval by shareholders at the ensuing AGM.

The Board, on the recommendation of Audit Committee, has re-appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY 2023-24.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Board of Directors had appointed Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year ended March 31, 2023. The Secretarial Auditor has submitted their report, confirming, inter-alia, compliance by the Company of all the

provisions of applicable corporate laws and does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report is annexed as Annexure A of this Report.

The Board, on the recommendation of Audit Committee, has re-appointed Chandrasekaran Associates, Company Secretaries as Secretarial Auditors of the Company for FY 2023-24.

Sustainability Journey

The Board continues to have a sharp focus on Environmental, Social and Governance (ESG) agenda to ensure long-term value creation for all stakeholders through sustainable business practices.

The ESG Committee of the Company provides strategic guidance on ESG Targets and strategy. It keeps an oversight on implementation of adopted ESG priorities and ensures they are aligned with best industry standards. The Committee reviews and approves ESG Targets, strategy, monitors performance of the Company and provides guidance on ESG improvement areas, ratings etc. and keeps an oversight over material ESG risks (including climate change risk), opportunities, mitigation strategies and provides strategic guidance.

At Airtel, we are committed to digitally connect the entire nation and roll out 5G on pan-India basis by March 2024. As of now, our network (with 759,310 BTS installed) covers 95.7% of the population in 7,913 Census towns as well as 795,126 Non-Census towns and villages.

Airtel, in all its capacity supports the agenda to limit global temperature increase to less than 1.5°C, as outlined in the Paris Accords. To achieve this, we have adopted Science Based Targets to reduce emissions by 50.2% from our own operations and 42% in our value chain.

During the year, the Company continued to prioritise Greening the Network and building Climate Resilience. Out of the total electricity consumed in our data centers, 33% comes from renewable sources. Our 5G Towers will generate 85% lesser carbon emissions for every GB compared to what 4G Towers would consume. The company continues to focus on safety, employee well-being and improving diversity.

We continue to ramp up our 5G roll out and expect to connect all major towns and key villages by the end of this year. The Company has joined the WEF initiative alliance of the CEO Climate Leaders of India. This alliance enables to serve with a higher-level platform for business leaders to step India’s climate action and green transition efforts and is committed to enable 4G Net Adds to enable digital inclusion.

During the year, our ESG initiatives were recognised by multiple forums, which is detailed at Page 35 of this Integrated Report.

Corporate Social Responsibility

Airtel is committed to long-term sustainable value creation by aligning its social activities with its business objectives. Giving back to the very community that helps our business thrive and sustain, has been our priority since inception. As a good corporate citizen, we have been actively undertaking community development and nation building initiatives towards creation of a prosperous society by collaborating with diverse stakeholders. We believe in pursuing wider socio-economic and cultural objectives and have always endeavoured to not just meet, but try and exceed the expectations of the communities in which we operate.

Airtel has been an early adopter of CSR initiatives. Bharti Foundation, the philanthropic arm of Bharti Enterprises, was established in the year 2000, with the objective of transforming the lives of children and youth to help them achieve their potential by proactively implementing and supporting programs for quality education and skill development. Bharti Foundation is a key partner for undertaking development programs for Airtel and its subsidiaries/ joint ventures. It acts as an institutionalized body towards uplifting communities by supporting holistic education programs, with an enhanced focus on digital inclusion.

In terms of applicable provisions of Section 135 of the Companies Act, 2013, the Company was not obligated to contribute towards CSR activities during the FY 2022-23. However, the Company has made voluntary CSR contribution of H6.48 Mn during the financial year 2022-23. Additionally, the Company has also contributed H14.70 Mn to various other charitable institutions.

The direct subsidiaries of the Company have contributed H225 Mn and associates / joint venture entities have contributed H976.80 Mn (totalling to H1,201.80 Mn) towards various CSR activities, which is in addition to the voluntary CSR contribution of the Company under Section 135 of Companies Act, 2013.

The above voluntary contribution reflects the Company’s commitment to pursue socio-economic and cultural objectives for benefit of the society at large.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility Report, which forms part of this Integrated Report.

The CSR Committee is in place in terms of Section 135 of the Companies Act, 2013. The details of CSR Committee including composition, terms of reference etc. are provided in the Report on Corporate Governance, which forms part of this Integrated Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy is available on the Company’s website at https://assets.airtel.in/teams/ simplycms/web/docs/Bharti Airtel-Updated CSR Policy June2021.pdf

The annual report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure B to this Report.

Integrated Reporting

The Company continues with its integrated reporting journey in the current Fiscal Year, aligning with its philosophy of being a highly transparent and responsible corporate citizen. Our 6th Integrated Report is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (now consolidated into IFRS Foundation) and reflects the key actions taken by the Company towards long-term sustainability and stakeholder value creation. The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

Business Responsibility & Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (’BRSR’) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of this Integrated Report and is also available on the Company’s website at www.airtel.in.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of this Integrated Report.

Corporate Governance Report

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Integrated Report. A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance during FY 2022-23, as stipulated under the Listing Regulations, is annexed as Annexure C of this Report.

Risk Management

Risk management is embedded in Bharti Airtel’s operating framework. The Company believes that risk resilience is the key to achieve long term sustainable growth. To this effect, there is a robust framework in place to identify key risks across the group and prioritise relevant action plans to mitigate these risks.

To have a sharper focus, the Company has constituted a Risk Management Committee to focus on risk management including determination of Company’s risk appetite, risk tolerance, regular risk assessments and risk mitigation strategies (risk identification, risk quantification and risk evaluation) etc.

The Chief Risk Officer is responsible for assisting the Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

The Risk Management Framework is reviewed periodically by the Risk Management Committee, which includes discussing the management’s submissions on risks, prioritising key risks and approving mitigation plans.

The Company has duly approved Enterprise-wide Risk Management Framework. The objective of this framework is to have a well-defined approach towards risk and lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short term and in the foreseeable future. The framework suggests developing a response action for the key risks identified, so as to make sure that the risks are adequately addressed or mitigated.

Operationally, risk is being managed at the top level by the Management Boards in India and South Asia and at the operating level by Executive Committees of Circles in India and operating companies in the international operations.

Detailed update on risk management framework has been covered under the risk section, forming a part of the Integrated Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Controls and their Adequacy

The Company has established a robust framework for internal financial controls. It 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.

Your Board periodically reviews the internal processes, systems and the internal financial controls and accordingly, the Directors’ Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems during the course of audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed adequately and are operating as intended.

Compliance Management

The Company has a structured and digitised compliance framework based on a comprehensive inventory, which are regularly monitored and updated basis the changing requirements of law. Proactive automated alerts are sent to compliance owners to ensure compliance within stipulated timelines.

The compliance owners certify the compliance status which is reviewed by compliance approvers and a consolidated dashboard is presented to the respective Business Leaders and the Managing Director & CEO. A certificate of compliance with all applicable laws and regulations along with the

summary of material litigations and mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis. Additionally, the Company has centralised automated tool in place viz. Notice Management System to regularly monitor and update the regulatory notices.

Compliance requirements are independently reviewed during periodic internal audits.

Other Statutory Disclosures Vigil Mechanism

The Company has adopted a Vigil Mechanism/Whistle Blower Policy which forms part of Code of Conduct of the Company. It outlines the method and process for stakeholders to voice their genuine concerns about unethical conduct that may be actual or threatened breach with the Company’s Code of Conduct. The Policy is available on the Company’s website at https://assets.airtel.in/teams/simplycms/web/docs/Code-of-Conduct-2022.pdf.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct, is also provided in the Report on Corporate Governance, which forms part of this Integrated Report.

Prevention of Sexual Harassment at Workplace

In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act, 2013), the Company has adopted a policy which is in compliance with the provisions of the POSH Act, 2013 and constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace and any such incident can be reported to the Internal Complaints Committee. Details regarding the policy, including the details of the complaints received and disposed off, are provided in the Report on Corporate Governance and Business Responsibility & Sustainability Report, which form part of this Integrated Report.

Annual Return

In terms of Section 92(3) read with Section 134(3(a) of the Act and rules thereto, the Annual Return of the Company in Form MGT - 7 for the financial year ended on March 31, 2023 is available on the Company’s website at https://www. airtel.in/about-bharti/equity/results. The Annual Return will be electronically submitted to the Registrar of Companies within the timelines prescribed under the Act.

Significant and Material Orders

During the FY 2022-23, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in the future.

Proceeding under Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2023.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and Listing Regulations, the Company extends financial assistance in the form of investment, loan, guarantee etc. to its subsidiaries, from time to time in order to meet their business requirements. Further, the Company or any of its subsidiary has not extended any financial assistance to promoter or promoter group entities which has been written off during last 3 years.

Particulars of loans, guarantees and investments form part of Note no. 9, 22 and 7 respectively to the standalone financial statements provided in this Integrated Report.

The Company is in the business of providing telecom services (wireless telecommunications activities) and accordingly is covered under the definition of ‘infrastructure facilities’ in terms of Section 186 read with Schedule VI of the Act.

Related Party Transactions

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. The related party transactions are undertaken after review and certification by leading Independent global valuation/ accounting firms confirming that the proposed pricing mechanism for a particular transaction meets the arm’s length criteria. In certain cases, the external valuers from the said leading Independent global valuation/ accounting firm(s) also present the valuation report to the Audit Committee. The Audit Committee considers the certifications of leading Independent global valuation/ accounting firm and conducts a review before granting approval to any related party transaction. A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

During the FY 2022-23, the Company had entered into material related party transaction with Indus Towers Limited (Joint Venture Company) and necessary disclosure in form AOC-2 in this regard is given in Annexure D of this Report. Further, all arrangements/transactions entered into by the Company with its related parties during the year under review, were in the ordinary course of business and on an arm’s length compliant terms.

In compliance with the requirement of Listing Regulations, names of related parties and details of transactions with them have been included in Note 34 to the financial statements provided in this Integrated Report.

The Policy on the Related Party Transactions is available on the Company’s website at https://assets.airtel.in/teams/ simplycms/web/docs/RPT Policy.pdf.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section134(3) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure E of this Report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure F of this Report.

Particulars of employee remuneration, as required under Section 197 (12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated Report is being sent to the shareholders, excluding the aforementioned information. The information will be available on the Company’s website at https://www.airtel.in/about-bharti/ equity/results and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) i n preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) t he Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health, safety and welfare of employees

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety are provided separately under various Capitals and Business Responsibility and Sustainability Report, as a part of the Integrated Report. The Environment, Health and Safety Policy and Human Rights Policy are available on the website of the Company at https:// www.airtel.in/sustainability-file/embedding-sustainability.

Compliance of Secretarial Standards

Pursuant to the provisions of Section 118 of the Act, during FY 2022-23 the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Acknowledgements

The Board wishes to place on record their appreciation to the Department of Telecommunications (‘DoT’), the Central Government and State Governments in India, Government of Bangladesh and Governments in the 14 countries in Africa, Company’s bankers and business associates, for the assistance, co-operation and encouragement extended to the Company.

The Directors also extend their deep appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

For and on behalf of the Board Sunil Bharti Mittal

Date: May 16, 2023 Chairman

Place: New Delhi DIN: 00042491



Mar 31, 2022

Your Directors are pleased to present the 27th Board’s Report of the Company’s business and operations, together with audited financial statements for the financial year ended March 31, 2022.

Company Overview

Bharti Airtel is one of the world’s leading providers of telecommunication services with operations in 17 countries across Asia and Africa. The Company’s diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. It provides telecom services under wireless and fixed line technology, national and international long-distance connectivity, broadband services, Digital TV and complete integrated telecom solutions to its enterprise customers. All these services are rendered under a unified brand ‘Airtel’ either directly or through subsidiary companies. Airtel Money (known as ‘Airtel Payments Bank’ in India) extends the Company’s product portfolio to further its financial inclusion agenda and offers convenience of payments and money transfers on mobile phones over secure and stable platforms in India, and across all 14 countries in Africa. The Company also has investments in Tower Infrastructure pertaining to telecom operations through its joint venture entity viz. Indus Towers Limited (‘Indus’). During FY 2021-22, the Company acquired an additional stake of 4.76% and accordingly, its shareholding in Indus stood at 46.49% as on March 31, 2022.

Financial Results

In compliance with the provisions of the Companies Act, 2013 (‘Act’), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (‘Ind AS’) for FY 2021-22. The standalone and consolidated financial highlights of the Company’s operations for FY 2021-22 are as follows:

Standalone Financial Highlights

Particulars

FY 2021-22

FY 2020-21

'' Mn

USD Mn*

'' Mn

USD Mn**

Gross revenue

706,419

9,500

643,259

8,655

EBITDA before exceptional items

355,984

4,787

286,502

3,855

Cash profit from operations

231,421

3,112

183,387

2,467

Profit / (Loss) before tax

(42,342)

(569)

(184,652)

(2,484)

Net income/(loss)

(36,250)

(487)

(251,976)

(3,390)

(*1 USD = ''74.36 Exchange Rate for financial year ended March 31, 2022) (**1 USD = ''74.32 Exchange Rate for financial year ended March 31, 2021).

Particulars

FY 2021-22

FY 2020-21

'' Mn

USD Mn*

'' Mn

USD Mn**

Cash profit from operations

423,645

5,697

315,852

4,250

Profit / (Loss) before tax

124,831

1,679

(144,882)

(1,949)

Net Income/ (Loss)#

42,549

572

(150,835)

(2,029)

# This includes Net Income/(loss) for continuing and discontinuing operations.


Consolidated Financial Highlights

Particulars

FY 2021-22

FY 2020-21

'' Mn

USD Mn*

'' Mn

USD Mn**

Gross revenue

1,165,469

15,673

1,006,158

13,538

EBITDA before exceptional items

581,103

7,815

461,387

6,208

(*1 USD = ''74.36 Exchange Rate for financial year ended March 31, 2022) (**1 USD = ''74.32 Exchange Rate for financial year ended March 31, 2021).

The financial results and the results of operations, including major developments, have been further discussed in detail in the Management Discussion and Analysis Report.

Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2022.

Update on impact of COVID-19

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2022, the second wave of the pandemic overwhelmed India in all aspects. The Company has taken several steps to manage this crisis, which have been detailed in the Management Discussion and Analysis Report forming part of the Annual Report. This situation continues to evolve and is being closely monitored to identify key risks and take immediate actions to minimise any potential disruption from the pandemic to business. At the same time, the Company recognises its critical role as a telecom operator in keeping its customers and nation connected in such times.

The Company has constantly engaged with its people - with compassion, resilience and focus to ensure that morale is high. Further, the Company has abided by every safety and physical distancing norm and has been consistently communicating the same to both its employees and customers. The Company has encouraged people to work from home to ensure their safety and well-being. The Company stands in solidarity with the Government of India and all citizens of India. The Company’s efforts towards the betterment of one and all will continue unabated.

Share Capital

During FY 2021-22, there was no change in the authorised share capital of the Company and it stood at ''147,780,000,000 divided into 29,555,980,000 equity shares of face value of ''5/-each and 1,000 preference shares of ''100/- each.

During FY 2021-22, the Company has alloted 392,287,662 partly paid-up equity shares of face value of ''5/- each (''1.25 per share paid on application) at a premium of ''530/- per share (''132.50 per share paid on application) on October 27, 2021, pursuant to Rights Issue.

Consequent to the aforesaid allotment, the paid-up share capital of the Company has increased to ''27,950,495,917.50 divided into 5,492,027,268 equity shares of face value of ''5/- each fully paid- up and 392,287,662 partly paid-up equity shares of face value of ''5/- each (''1.25 per share paid on application).

During the year under review, the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares.

Reserves

During the year, the Company has not transferred any amount to General Reserve.

Dividend

Your Directors have recommended a final dividend of ''3/-per fully paid-up equity share of face value of ''5/- each and a pro-rata final dividend of ''0.75/- per partly paid-up equity share of face value of ''5/- each with paid-up value of ''1.25/- each i.e. 60.00% of the paid-up value for FY 2021-22. The proposed final dividend payout will amount to appox. ''16,770 Mn. The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM).

The record date for the purpose of payment of final dividend for the FY 2021-22, will be Tuesday, August 02, 2022.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 1,000 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company had adopted the dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Dividend Distribution Policy is available on the Company’s website at https://assets.airtel.in/teams/simplycms/ web/docs/Dividend-Distribution-Policy-18052022.pdf.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act read with the relevant rules made thereunder, during FY 2021-22, the Company has transferred the unpaid/unclaimed dividend amount of ''2.31 Mn, pertaining to final dividend for FY 2013-14 and interim dividend for FY 2014-15, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. The details of unpaid and unclaimed dividend amounts lying with the Company as on August 31, 2021 (date of last Annual General Meeting) are available on the Company’s website viz. https:// www.airtel.com.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid/ unclaimed for seven consecutive years or more shall be transferred to the IEPF after giving due notices to the concerned shareholders. Accordingly, the Company has also transferred 19,146 equity shares to the IEPF during FY 2021-22. The relevant details of equity shares transferred to IEPF are also available on the Company’s website https://www.airtel.com.

The shareholders whose unpaid dividend and/or shares have been transferred to IEPF may reach out to the Company/ Registrar and Transfer Agent, to lodge their claim for refund of the unpaid dividend/shares (as applicable) out of the IEPF. The process for claiming the unpaid dividend/shares out of the IEPF, is also available on the Company’s website at https://www.airtel. in/about-bharti/equity/shares.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

Debentures

During the year under review, the Company has redeemed 15,000 Series-II, 8.35% Listed, Unsecured, Rated, Redeemable, Non-Convertible Debentures having a face value of ''1 Mn per debenture on April 20,2021. Accordingly, the Company does not have any outstanding debenture as on March 31, 2022. Further, the Company has not issued any debentures during the financial year 2021-22.

Significant Developments

Effectiveness of Composite Scheme of arrangement between the Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes Communications India Private Limited (‘Hughes’) and HCIL Comtel Private Limited and their respective shareholders and creditors

Upon approval of Hon’ble National Company Law Tribunal and the Department of Telecommunications, the Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, has become effective on January 04, 2022 and VSAT Undertaking (as defined under the Scheme) of the Company and Bharti Airtel Services Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited, respectively (on a going concern basis) by way of a slump sale with effect from January 04, 2022.

Withdrawal of Composite Scheme of Arrangement between Bharti Airtel Limited, Nettle Infrastructure Investments Limited (‘Nettle’), Airtel Digital Limited (‘ADL’), Telesonic Networks Limited (‘Telesonic’) and Airtel Limited and their respective shareholders and creditors and Approval

of Composite Scheme of Arrangement between Bharti Airtel Limited, Nettle and Telesonic and their respective shareholders and creditors

The Board of Directors at its meeting held on April 14, 2021, had approved the composite scheme of arrangement between the Company, Nettle Infrastructure Investments Limited (‘Nettle’), Airtel Digital Limited (‘ADL’), Telesonic Networks Limited (‘Telesonic’) and Airtel Limited and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Act (‘Scheme’). Keeping in view the seminal telecom sector reforms package announced by the Government of India and consequent simplification of licensing framework, the Board of Directors, at its meeting held on January 4, 2022, decided to withdraw the earlier Scheme and approve a modified one to leverage emerging opportunities offered by Indian digital economy, unlock value and simplify the group structure.

Under the revised scheme, Nettle and Telesonic, wholly-owned subsidiaries, will amalgamate with and into Bharti Airtel Limited.

As on the date of this report, the Scheme is subject to requisite regulatory/statutory approvals and other closing conditions as specified in the draft scheme.

Shifting of Registered Office

Pursuant to the Order of the Regional Director, New Delhi dated March 18, 2021, the Company shifted its registered office from NCT of Delhi to the State of Haryana w.e.f. April 1, 2021.

Rights Issue

During the financial year, the Company had issued and allotted 392,287,662 partly paid-up equity shares of the Company on rights basis, in the ratio of 1 equity share for every 14 equity shares held, to eligible equity shareholders of the Company at an issue price of ''535/- per fully paid-up equity share (including a premium of ''530/- per equity share). An amount equivalent to 25% of the issue price viz. ''133.75 per equity share was received on application.

The funds raised by the Company through Rights Issue, have been utilised for the objects stated in the Letter of Offer dated September 22, 2021.

Investment by Google International LLC

Airtel entered into a long-term, multi-year agreement with google to accelerate the growth of India’s digital ecosystem. Together, they will work to bring best-in-class end-to-end products to serve customer needs, provide quality customer experience, and bring their expertise to solve problems of affordability, access, and digital inclusion. As part of this partnership, Google intends to invest up to USD 1 Bn, as part of its Google for India Digitization Fund, which includes equity investment as well as a corpus for potential commercial agreements, to be identified and agreed on mutually agreeable terms over the course of the next five years. This deal is subject to necessary regulatory approvals. The intimation dated January 28, 2022 submitted with the stock exchanges in this regard is available on the Company’s website at https://assets.airtel.in/teams/simplvcms/web/docs/Outcome-Jan28BMfinal.pdf.

Capital Market Ratings

As on March 31, 2022, the Company was rated by two domestic rating agencies namely CRISIL and India Ratings & Research Private Limited, and three international rating agencies, namely Fitch Ratings, Moody’s and S&P.

During the year ended March 31, 2022:

a) CRISIL upgraded its long term ratings of the Company from CRISIL AA (Stable) to CRISIL AA (Stable);

b) Short-term ratings were maintained at the highest end of the rating scale at CRISIL A1 / IND A1 ; and

c) S&P and Moody’s revised their outlook to BBB- (Stable) and to Ba1 (Positive), respectively.

d) Fitch Ratings maintained the rating at BBB- (Negative).

Employee Stock Option Plan

As on March 31, 2022, the Company has two Employee Stock Options (‘ESOP’) schemes namely ‘Employee Stock Option Scheme - 2001’ and ‘Employee Stock Option Scheme - 2005’. Besides attracting talent, the ESOP schemes also helps retain talent and experience to optimise the long-term interest for the organisation. The HR and Nomination Committee administers and monitors the Company’s ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are transferred to the employee, upon exercise of stock options as per the terms of the Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’), a disclosure with respect to ESOP Schemes of the Company as on March 31, 2022 is available on the Company’s website at https://www.airtel.in/about-bharti/eauity/results.

The Board in its meeting held on May 17, 2022, has approved the revision in the ESOP Scheme 2005 inter-alia including increase in ESOP Pool by 27,460,136 options (i.e. upto 0.50% of the paid-up capital of the Company as on March 31, 2022), subject to the approval of the shareholders in the AGM. The detailed explanatory statement in this regard is annexed to the Notice of the ensuing AGM.

During the previous year, there were no material changes in the aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP Regulations. The certificate from Chandrasekaran Associates, Company Secretaries, certifying that the schemes are implemented in accordance with the ESOP Regulations and the resolutions passed by the members, is available for inspection by the members in electronic mode.

Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

Directors and Key Managerial Personnel

Inductions, Re-appointments, Retirements and Resignations

Pursuant to the provisions of the Companies Act, 2013, Ms. Chua Sock Koong, Director of the Company, will retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing AGM.

Mr. Gopal Vittal, the Managing Director & CEO of the Company, will be completing his present term on January 31, 2023. The Board at its meeting held on May 17, 2022, based on the recommendation of the HR and Nomination Committee and subject to the approval of shareholders, has re-appointed Mr. Gopal Vittal as Managing Director designated as Managing Director & CEO of the Company for a further term of five years w.e.f. February 01, 2023.

Pursuant to the provisions of Sections 149, 161 and other applicable provisions of the Act and applicable provisions of Listing Regulations, the Board at its meeting held on May 17, 2022, based on recommendation of the HR and Nomination Committee and subject to the approval of the shareholders, has appointed Mr. Pradeep Kumar Sinha (DIN: 00145126) and Mr. Shyamal Mukherjee (DIN: 03024803) as Independent Directors w.e.f. May 18, 2022 to hold office for a term of five consecutive years i.e. upto May 17, 2027. The Board recommends their appointment at the ensuing AGM. In the opinion of the Board they possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

The Company has received requisite notice(s) from a member under Section 160 of the Companies Act, 2013 proposing their appointment as Independent Directors.

Mr. Sunil Bharti Mittal, Chairman was reappointed for a further period of five years w.e.f October 01, 2021, upon approval of the members at their 26th AGM held on August 31, 2021.

During the financial year 2021-22, Ms. Nisaba Godrej (DIN: 00591503) was appointed as an Independent Director on the Board with effect from August 4, 2021 to hold office for a term of five consecutive years i.e. upto August 3, 2026. Her appointment has been approved by the shareholders in the 26th Annual General Meeting of the Company held on August 31, 2021. In the opinion of the Board she possesses requisite qualifications, experience, expertise, proficiency and holds high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

The details of Directors, Key Managerial Personnel (KMPs) resigned/retired during the financial year 2021-22 are as under:

a) Mr. Craig Edward Ehrlich, Independent Director resigned w.e.f. the close of business hours on August 03, 2021; and

b) Mr. Badal Bagri, Chief Financial Officer (India and South Asia) resigned w.e.f. October 08, 2021.

In addition to the above, Mr. Shishir Priyadarshi tendered his resignation as Independent Director w.e.f. October 31, 2022 (close of business hours) and Mr. Manish Kejriwal will retire on September 25, 2022 (close of business hours), upon completion of his second term as Independent Director of the Company. The Board places on record its sincere appreciation for the valuable contribution made by the outgoing/retiring Directors.

Based on the recommendation of Audit Committee and HR & Nomination Committee, the Board has appointed Mr. Soumen Ray as Chief Financial Officer (India and South Asia) (Key Managerial Personnel under the Act) of the Company w.e.f. December 21, 2021.

Save and except the above, there was no change in the Directors or KMPs of the Company during the year under review.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Act, rules made thereunder and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Board of Directors values the significance of diversity and firmly believes that diversity of background gender, geographical region, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development. The Company has an eminent, high-performing and diverse board -comprising 27% Woman Directors. In terms of the requirement of Section 178 of the Act and Listing Regulations, the Board of Directors has adopted a ‘Policy on Nomination, Remuneration and Board Diversity’ on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management. The Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosures in relation thereto.

Based on the recommendations of the of HR and Nomination Committee, the Board of Directors, at its meeting held on May 17, 2022 reviewed and updated the aforesaid Policy. The policy is aligned with global best practices & international standards and includes the following features:

a) total Rewards Package for Managing Director & CEO and relevant members of Senior Management is linked with sustainability targets and long term performance of the Company.

b) deferred/variable remuneration (including Long Term incentive) of Directors, KMPs and members of Senior Management is subject to malus/clawback arrangements in the manner as specified in the Policy.

During the year under review Bharti Airtel Ghana Holdings B.V. Limited, Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited ceased to be subsidiaries of the Company.

During the financial year 2021-22, the Company acquired 33.33% stake in Hughes Communications India Private Limited (‘Hughes’). Further, the Company has acquired 25% equity shares of Lavelle Networks Private Limited (‘Lavelle’) pursuant to the Investment Agreement entered into between the Company and Lavelle. Accordingly, Hughes and Lavelle became associate companies during the financial year.

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies in prescribed form AOC-1, is annexed to the Consolidated Financial Statements of the Company which forms part of the Annual Report. The said statement also provides the details of performance and financial position of each subsidiary, associate and joint venture and their contribution to the overall performance of the Company.

The audited financial statements of each subsidiary, associate and joint venture companies are available for inspection at the Company’s registered office and at registered offices of the respective companies. The financial statements of each of the subsidiary companies are also available on the Company’s website at https://www.airtel.com. A copy of the same will also be available electronically for inspection by the members during the AGM.

The physical copies of annual financial statements of the subsidiary, associate and joint venture companies will also be made available to the investors of the Company and those of the respective companies upon request.

Auditors and Auditors’ Report Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were appointed as the Company’s Statutory Auditors by the shareholders in the AGM held on July 24, 2017, for a period of five years i.e. till the conclusion of 27th AGM.

On the recommendation of the Audit Committee, the Board, in its meeting held on May 17, 2022, subject to the approval of the shareholders, has recommended the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W-W100018) (‘Deloitte’) as the Statutory Auditors of the Company to hold office for a term of further five consecutive years i.e. from the conclusion of ensuing 27th AGM till the conclusion of 32nd AGM. Accordingly, the re-appointment of Deloitte as the Company’s Statutory Auditors, is placed for approval of the members at the ensuing AGM. The Company has received a certificate from Deloitte to the effect that their reappointment, if made, shall be in accordance with the provisions of Section 141 of the Act.

The revised policy is available on the Company’s website at https://assets.airtel.in/teams/simplycms/web/docs/BAL-policy-on-nomination-remuneration-and-board-diversity.pdf.

Annual Board Evaluation and Familiarisation Programme for Board Members

The HR and Nomination Committee has put in place a robust framework for evaluation of the Board, Board Committees and individual Directors, including Chairman. During the reporting year, customised questionnaires were circulated, responses were analysed and the results were subsequently discussed by the Board. Recommendations arising from this entire process were deliberated upon by the Board for these to be used constructively in order to enhance its overall effectiveness. A detailed disclosure on the framework of Board evaluation including outcome and action plan has been provided in the Report on Corporate Governance, which forms a part of the Integrated Annual Report.

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act and the Listing Regulations is provided in the Report on Corporate Governance, which forms a part of the Integrated Annual Report.

Board Committees and Meetings of the Board and Board-Committees

In compliance with the statutory requirements, the Company has mandatory Committees viz. Audit Committee, HR and Nomination Committee, Corporate Social Responsibility Committee, Risk Management Committee, and Stakeholders’ Relationship Committee. The Company has also established Operating Committees viz. Committee of Directors and Airtel Corporate Council.

To sharpen Company’s focus on Environmental, Social and Governance agenda and long term stakeholder value creation, the Company constituted Environmental, Social and Governance (ESG) Committee during the financial year.

In addition to the above, there are other Committees constituted for special purposes/transactions in the areas of fund raising and restructuring like Special Committee of Directors for Debt Fund Raising, Special Committee of Directors for evaluation of stake in Indus Towers Limited, Special Committee of Directors to evaluate re-organization of Business and Shareholding Structure etc.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met 11 times during the previous year. A detailed update on the Board, its composition, governance of committees including detailed charter, terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2021-22 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of the Integrated Annual Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2022, your Company has 108 subsidiaries, 7 associates and 6 joint ventures.

The Board has duly examined the Statutory Auditors’ Report to the financial statements, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to financial statements section of the Integrated Report.

As regards the comments under para i(a) of the Annexure B to the Independent Auditors’ Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company as per the program of physical verification of fixed assets to cover all the items over a period of three years, conducted physical verification of fixed assets during the quarter ended March 31, 2022. The Company is in the process of updating quantitative and situation details relating to certain fixed assets which were identified during the physical verification exercise. This same is expected to be completed by December 2022.

As regards the comments under para i(c) of the Annexure B to the Independent Auditors’ Report regarding no physical verification of customer premises equipment, bandwidth and certain assets due to their nature or location; the customer premises equipment are located at subscriber’s premises and physical check of the equipment is generally not possible. As regards the comments under para i(d) of the Annexure B to the Independent Auditors’ Report regarding transfer of title deed in the name of the Company, the ownership of these properties is transferred and vested in the name of the Company through merger scheme. The Company is in the process of getting the title deeds transferred in name of the Company. As regards to the comments under para ix(d) of the Annexure B to the Independent Auditors’ Report regarding fund raised on short term basis used for long term purpose, the Company has used such funds as bridge financing and is able to generate sufficient funds from long term sources to meet the working capital requirement.

Further, the auditors have not reported any fraud u/s 143(12) of the Act.

Internal Auditors and Internal Assurance Partners

The Company has in place a robust Internal Assurance Group (IAG), which is led by the Chief Internal Auditor and ably supported by reputed independent firms i.e. Ernst & Young LLP, Chartered Accountants and ANB & Co., Chartered Accountants as the Internal Assurance Partners. The audit conducted by the Chief Internal Auditor and Internal Assurance Partners is based on an internal audit plan, which is reviewed each year by the Audit Committee in consultation with the IAG. These audits are based on risk based methodology and, inter-alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Assurance Partners share their findings on an ongoing basis for corrective action.

The work of Internal Assurance Partners is coordinated by the internal team lead by Chief Internal Auditor. This combination of our internal team and expertise of reputed independent professional firms (Internal Assurance Partners) ensures independence as well as effective value addition and protection

The Board, on the recommendation of the Audit Committee, has re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered Accountants as the Internal Assurance Partners for FY 2022-23.

Cost Auditors

The Board, on the recommendation of the Audit Committee had approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2022. The Cost Auditors will submit their report for FY 202122 within the timeframe prescribed under the Companies Act, 2013 and rules made thereunder.

The Board, on the recommendation of Audit Committee, has re-appointed Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for FY 2022-23.

Cost Audit report for the FY 2020-21 did not contain any qualification, reservation, disclaimer or adverse remark.

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 AGM.

Cost Records

Maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 and the prescribed cost records have been made and maintained by the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year ended March 31, 2022. The Secretarial Auditor has submitted their report, confirming, inter-alia, compliance by the Company of all the provisions of applicable corporate laws and does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report is annexed as Annexure A to the Board’s Report.

The Board, on the recommendation of Audit Committee, has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the Company for FY 2022-23.

Sustainability Journey

During the year, ESG Committee was formed to sharpen focus towards Environmental, Sustainability and Governance (ESG) agenda. The ESG Committee will provide strategic guidance and oversight to the Company’s progress on ESG targets, initiatives and best practices. This will also include initiatives to respond to challenges posed by climate change through sustainable business practices.

The Company firmly believes that the Information and Communication Technology (ICT) plays an important role in helping the world move towards low carbon economy, sustainability growth and community development. The Company’s services leverage the power of ICT by providing the

people quality connectivity required to function in an advancing world. The Company’s business model is consistently growing and thereby contributing to create an inclusive and empowered society. To continue to achieve this objective, the Company is adopting best practices to include and integrate sustainable practices in its strategies and operations. Keeping this in mind the Integrated Annual Report presents both material financial and non-financial aspects our performance.

The awareness of ESG priorities has become a necessity. At Airtel, climate change is considered as one of the most critical growing ESG risk. The Company is committed to reach net zero emissions by 2050, which is in line with Science-Based Target Initiatives (SBTi) recommendations. The Company had undertaken the materiality assessment exercise during last reporting year, to understand the environmental, social and governance (ESG) issues that might impact our business.

The Company strives to provide long-term sustainable value to all its stakeholders including customers, investors, employees, suppliers, network partners, channel partners, government & regulatory bodies, communities and NGOs. Apart from this, we stay customer-obsessed and innovation driven in this digital world.

The Company’s sustainability initiatives towards topics that are material to its stakeholders and to the Company, have also been reported on its website at https://www.airtel.in/sustainability.

Corporate Social Responsibility

At Airtel, business success is notjust about profits and shareholder returns. As a good corporate citizen, Airtel is committed to nation building through impactful interventions. We have been actively undertaking community development initiatives towards realization of a prosperous society by collaborating with diverse stakeholders. Giving back to the very community that helps our business thrive and sustain has been our priority since inception. Airtel has been an early adopter of CSR initiatives and it established, Bharti Foundation the philanthropic arm of Bharti Enterprises back in 2000, with the objective of transforming the lives of children and youth by proactively implementing and supporting programs in primary, secondary and higher education as well as sanitation. Airtel and its subsidiaries have been working relentlessly with Bharti Foundation and other NGOs since last two decades to pursue wider socio-economic and cultural objectives and have always endeavoured to not just meet, but try and exceed the expectations of the communities in which we operate.

Our subsidiaries in Africa are also committed in making a distinctive and positive impact in the Continent with focus on education, health and wellbeing, and disaster relief by partnering with governments and non-governmental organizations (NGOs) and also by reaching out directly to individuals and communities to address their socio-economic and environmental challenges.

While, in terms of applicable provisions of Section 135 of the Companies Act, 2013, the Company was not obligated to contribute towards Corporate Social Responsibility (‘CSR’) activities during financial year 2021-22, the Company has made voluntary CSR contribution of ''16.43 Mn during the financial year 2021-22 and also contributed ''14.68 Mn to various other charitable institutions.

The direct subsidiaries of the Company have contributed ''324.38 Mn and associates / joint venture entities have contributed ''356.29 Mn towards various CSR activities, which is in addition to the voluntary CSR contribution of the Company under Section 135 of Companies Act, 2013. In line with its commitment to address socio-economic and environmental challenges, our subsidiaries in Africa spent approx. USD 2.2 Mn in the previous financial year.

The above voluntary and other contribution reflects the Company’s commitment to pursue socio economic and cultural objectives for benefit of society at large. The Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

As a good corporate citizen, Airtel is committed to nation building through impactful interventions. Bharti Foundation, the philanthropic arm of Airtel, is a strong and well governed institution, which undertakes programs towards uplifting communities by supporting holistic education programs at multiple level. The funding to Bharti Foundation is based on assessment of its requirements.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility Report, which forms part of this Integrated Report.

The CSR Committee of the Directors is in place in terms of Section 135 of the Companies Act, 2013. The details of CSR Committee including composition, terms of reference etc. are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy is available on the Company’s website at https://assets. airtel.in/teams/simplycms/web/docs/Bharti Airtel-Updated CSR Policy June2021.pdf.

The annual report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure B to the Board’s Report.

Integrated Reporting

The Securities and Exchange Board of India (“SEBI”) vide circular no: SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06, 2017, had recommended voluntary adoption of ‘Integrated Reporting’ (IR) from 2017-18 by the top 500 listed companies in India. Airtel continues with its integrated reporting journey in the current fiscal, aligning with its philosophy of being a highly transparent and responsible corporate citizen. This is the Company’s fifth Integrated Report, wherein it is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (“IIRC”). The Board acknowledges its responsibility for the integrity of the report and the information contained therein. The report encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company’s long term perspective and value creation for all the stakeholders.

Business Responsibility & Sustainability Report

In accordance with the amended Regulation 34(2)(f) of Listing Regulations read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, the Company has voluntary adopted Business Responsibility & Sustainability Reporting (BRSR) for the FY 2021-22, describing the initiatives taken by the Company from environmental, social and governance perspective. In addition, the Company has also prepared the Business Responsibility Report (BRR) for the FY 2021-22, which is available on the website of the Company at www.airtel.com.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of this Integrated Annual Report.

Corporate Governance Report

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Integrated Report.

A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance during FY 2021-22, as stipulated under the Listing Regulations, is annexed as Annexure C to the Board’s Report.

Statement containing additional information as required under Schedule V of the Act

A statement containing additional information, as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013, is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Risk Management

Risk management is embedded in Bharti Airtel’s operating framework. The Company believes that risk resilience is key to achieving long term sustainable growth. To this effect, there is a process in place to identify key risks across the group and prioritise relevant action plans to mitigate these risks.

To have sharper focus, the Company had constituted a Risk Management Committee to focus on risk management including determination of company’s risk appetite, risk tolerance and regular risk assessments (risk identification, risk quantification and risk evaluation) etc.

The Risk Management Framework is reviewed periodically by the Risk Management Committee, which includes discussing the Management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The Company has duly approved Risk Management Policy. The objective of this policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short term and in the foreseeable future. The policy suggests framing an appropriate response action for the key

risks identified, so as to make sure that the risks are adequately addressed or mitigated.

The Chief Risk Officer is responsible for assisting the Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Operationally, risk is being managed at the top level by the Management Boards in India and South Asia and at the operating level by Executive Committees of circles in India and operating companies in the international operations.

Detailed discussion on risk management forms part of the Management Discussion and Analysis under the section ‘Risks and Concerns’, which forms part of this Integrated Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Controls and their Adequacy

The Company has established a robust framework for internal financial controls. It 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. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors’ Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems during the course of audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Compliance Management

The Company has in place a robust automated Compliance Framework based on the global inventory of all applicable laws and compliance obligations, which are regularly monitored and updated basis the changing requirements of law. Proactive automated alerts are sent to compliance owners to ensure compliance within stipulated timelines. The compliance owners certify the compliance status which is reviewed by compliance approvers and a consolidated dashboard is presented to the respective Business Leaders and the Managing Director & CEO. A certificate of compliance of all applicable laws and regulations along with exceptions report and mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis. Additionally, the Company has centralised automated tool in place viz. Notice Management System to regularly monitor and update the legal notices and court cases.

Other Statutory Disclosures

Vigil Mechanism

Bharti Airtel has adopted a Vigil Mechanism/Whistle Blower Policy which forms part of Code of Conduct of the Company. It outlines the method and process for stakeholders to voice genuine concerns about unethical conduct that may be in actual or threatened breach with the Company’s Code of Conduct. The Policy is available on the Company’s website at https://assets. airtel.in/teams/simplycms/web/docs/Code-of-Conduct-2022. pdf.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct including the changes to map it with global best practices is also provided in the Report on Corporate Governance, which forms part of the Integrated Annual Report.

Annual Return

In terms of Section 92(3) read with Section 134(3(a) of the Act and rules thereto, the Annual Return of the Company in Form MGT - 7 for the financial year ended on as on March 31, 2022 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company’s website at https://www. airtel.in/about-bharti/equity/results. The Annual Return will be electronically submitted to the Registrar of Companies within the timelines prescribed under the Act.

Prevention of Sexual Harassment at Workplace

In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace and any such incident can be reported to the Internal Complaints Committee. Details regarding the policy, including the details of the complaints received and disposed off, are provided in the Report on Corporate Governance and Business Responsibility & Sustainability Reporting, which form part of this Integrated Annual Report.

Significant and Material Orders

During the financial year 2021-22, 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 in the future.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and Listing Regulations, the Company extends financial assistance in the form of investment, loan, guarantee etc. to its subsidiaries, from time to time in order to meet their business requirements. Further, the Company or any of its subsidiary has not extended

any financial assistance to promoter or promoter group entities which has been written off during last 3 years.

Particulars of loans, guarantees and investments form part of Note no. 9, 22 and 7 respectively to the standalone financial statements provided in this Integrated Annual Report.

The Company is in the business of providing telecom services (wireless telecommunications activities) and accordingly is covered under the definition of ‘infrastructure facilities’ in terms of Section 186 read with Schedule VI of the Act.

Related Party Transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of the Integrated Annual Report.

During the financial year 2021-22, the Company has entered into material related party transaction with Indus Towers Limited (Joint venture entity) as per the amended Listing Regulations, pursuant to the shareholder’s approval at the Extra-ordinary General Meeting held on February 26, 2022. Necessary disclosure in form AOC-2 with respect to the aforesaid transactions, is given in Annexure D of the Board’s Report. Save and except the above, the Company has not entered into any other arrangement/ transaction with related parties which could be considered material in accordance with the Company’s Policy on Related Party Transactions, read with the Listing Regulations, during the year under review. Further, all arrangements/transactions entered into by the Company with its related parties during the year under review, were in the ordinary course of business and on an arm’s length compliant terms.

In compliance with the requirement of Listing Regulations, names of related parties and details of transactions with them have been included in Note no. 33 to the financial statements provided in this Integrated Annual Report.

To align the Policy on the Related Party Transactions of the Company with recent amendments in Listing Regulations, the Board at its meeting held on February 8, 2022, on the recommendations of Audit Committee, approved amendments in the said Policy w.e.f. April 1, 2022. The updated Policy on the Related Party Transactions is available on the Company’s website at https://assets.airtel.in/teams/simplycms/web/docs/ RPT Policy.pdf.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of

Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure E to the Board’s report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure F to the Board’s Report.

Particulars of employee remuneration, as required under Section 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated Annual Report is being sent to the shareholders, excluding the aforementioned information. The information will be available on the Company’s website at https://www.airtel.in/about-bharti/eauity/results and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Further, none of the Executive Directors of the Company received any commission from the Company, hence, disclosure under Section 197(14) of the Companies Act, 2013 is not applicable for FY 2021-22.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) i n preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health, safety and welfare of employees

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety are provided separately under various Capitals in this Integrated Annual Report.

The Environment, Health and Safety Policy and Human Rights Policy are available on the website of the Company at https:// www.airtel.in/sustainability-file/embedding-sustainability.

Compliance of Secretarial Standards

Pursuant to the provisions of Section 118 of the Act, during FY 2021-22 the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Acknowledgements

The Board wishes to place on record their appreciation to the Department of Telecommunications (‘DoT’), the Central Government, and State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 14 countries in Africa, Company’s bankers and business associates, for the assistance, co-operation and encouragement extended to the Company.

The Directors regret the loss of lives due to COVID-19 pandemic and extend their deep appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance, despite the unprecedented challenges posed by the pandemic. The Directors would like to thank Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

For and on behalf of the Board Sunil Bharti Mittal

Date: May 17, 2022 Chairman

Place: Puglia, Italy DIN: 00042491


Mar 31, 2021

Your Directors hereby submit the 26th Board Report of the Company’s business and operations, together with the audited financial statements for the financial year ended March 31, 202

Company Overview

Bharti Airtel is one of the world’s leading providers of telecommunication services with operations in 18 countries across Asia and Africa. The Company’s diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. It provides telecom services under wireless and fixed line technology, national and international long distance connectivity, broadband services, Digital TV; and complete integrated telecom solutions to its enterprise customers. All these services are rendered under a unified brand ‘Airtel’, either directly or through subsidiary companies. Airtel Money (known as ‘Airtel Payments Bank’ in India) extends the Company’s product portfolio to further its financial inclusion agenda and offers convenience of payments and money transfers on mobile phones over secure and stable platforms in India, and across all 14 countries in Africa.

The Hon’ble National Company Law Tribunal, Chandigarh Bench, vide its order dated May 31, 2019 had sanctioned the Scheme of Amalgamation of Bharti Infratel Limited into and with Indus Towers Limited. During the financial year 2020-21, all the requisite approvals from the authorities were received and a certified copy of the Hon’ble National Company Law Tribunal order was filed with the Registrar of Companies on November 19, 2020 i.e. the effective date of merger. Consequently, the Company’s 53.51% shareholding in Bharti Infratel Limited was reduced to 36.73% in Indus Towers Limited (‘merged entity’). On December 2, 2020 and December 28, 2020, the Company acquired an additional stake of 4.93% and 0.06%, respectively, in the merged entity, increasing its equity stake from 36.73% to 41.73%. Accordingly, the Company owns 41.73% stake in Indus Towers Limited as on March 31, 2021.

Financial Results

In compliance with the provisions of the Companies Act, 2013 (“Act”), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (“Ind AS”) for FY 2020-21. The standalone and consolidated financial highlights of the Company’s operations are as follows:

Particulars

FY 2020-21

FY 2019-20

G Mn

USD Mn*

'' Mn

USD Mn*

Cash profit from operations

183,387

2,467

121,502

1,718

Earnings before taxation

(184,652)

(2,484)

(510,209)

(7,214)

Net income/(loss)

(251,976)

(3,390)

(360,882)

(5,102)

(*1USD=74.32 Exchange rate for the financial year ended March 31, 2021) (*1USD=70.73 Exchange rate for the financial year ended March 31, 2020)

Consolidated Financial Highlights

Particulars

FY 2020-21

FY 2019-20

G Mn

USD Mn*

'' Mn

USD Mn*

Gross revenue

1,006,158

13,538

846,765

11,972

EBITDA before exceptional items

(461,387)

6,208

347,696

4,916

Cash profit from operations

315,852

4,250

227,859

3,222

Earnings before taxation

(144,882)

(1,949)

(461,304)

(6,522)

Net income/(loss)#

(150,835)

(2,029)

(321,832)

(4,550)

(*1USD=74.32 Exchange rate for the financial year ended March 31, 2021) (*1USD=70.73 Exchange rate for the financial year ended March 31, 2020)

# This includes Net income/(loss) for continuing and discontinuing operations.

The financial results and the results of operations, including major developments, have been further discussed in detail in the Management Discussion and Analysis Report.

Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year ended on March 31, 2021.

COVID Update

The COVID-19 pandemic continues this year as well, with the second wave registering a much higher rate of transmission and greater intensity on account of infectious and perhaps virulent strain.

The Company has taken several steps to manage this crisis, which have been detailed in the Management Discussion and Analysis Report. This situation continues to evolve and monitoring is being done closely to identify key risks and taking immediate actions to minimise any potential disruption from the pandemic to our business. At the same time, the Company recognises its critical role as a telecom operator in keeping its customers and nation connected in such times.

The Company has constantly engaged with its people - with compassion, resilience and focus to ensure that morale is high. Further, the Company has abided by every safety and physical distancing norm and has been consistently communicating the same to both its employees and customers. The Company has encouraged people to work from home to ensure their safety and well-being. Airtel stands in solidarity with the Government of India and all citizens of India, and the Company’s efforts towards the betterment of one and all will continue unabated.

Particulars

FY 2020-21

FY 2019-20

G Mn

USD Mn*

'' Mn

USD Mn*

Gross revenue

643,259

8,655

543,171

7,680

EBITDA before exceptional items

286,502

3,855

206,315

2,917

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Share Capital

During FY 2020-21, there is no change in the authorised share capital of the Company and it stood at ''147,780,000,000 divided into 29,555,980,000 equity shares of face value of ''5/- each and 1,000 preference shares of ''100/- each.

During FY 2020-21, the Company redeemed 497, 10% unlisted, fully paid-up, redeemable, non-participating non-cumulative preference shares of ''100/- each at par. Further, the Company issued and allotted 36,469,913 equity shares of face value ''5/- each on March 22, 2021 to Lion Meadow Investment Ltd., an affiliate to Warburg Pincus LLC on preferential basis for consideration other than cash at an issue price of ''600/- each towards partial consideration for acquisition of 20% additional shareholding in Bharti Telemedia Limited, a subsidiary Company.

Consequent to the aforesaid allotment, the paid-up share capital of the Company has increased to ''27,460,136,340 divided into 5,492,027,268 equity shares of face value of ''5/- each.

During the year under review, the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares.

Reserves

During the year, the Company has transferred ''57 Mn into General Reserve from the Share Based Payment Reserve pertaining to gain/ loss on exercise/ lapse of vested options.

Dividend

Your Directors have not recommended any dividend for FY 2020-21.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 1,000 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company had adopted the dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned by the Company. The policy is enclosed as Annexure A to the Board’s Report and is also available on the Company’s website at https://assets.airtel.in/teams/simplvcms/web/pdf/Airtel-Dividend Distribution Policy-Kick Off-14052020.pdf.

Transfer of Amount to Investor Education and Protection Fund

During FY 2020-21, the Company has transferred the unpaid/ unclaimed dividend pertaining to FY 2012-13, amounting to ''1,018,273, to the Investors Education and Protection Fund (“IEPF”) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on August 18,

2020 (date of last Annual General Meeting) on the Company’s website https://www.airtel.com.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid/ unclaimed for seven consecutive years or more shall be transferred to the IEPF after giving due notices to the concerned shareholders. Accordingly, the Company has transferred 17,253 equity shares to the IEPF during FY 2020-21. The details of equity shares transferred are also available on the Company’s website https://www.airtel.com.

The shareholders whose unpaid dividend/ shares are transferred to the IEPF can request the Company/ Registrar and Transfer Agent, as per the applicable provisions in the prescribed Form No. IEPF-5, for claiming the unpaid dividend/ shares out of the IEPF. The process for claiming the unpaid dividend/ shares out of the IEPF is also available on the Company’s website at https:// www.airtel.in/about-bharti/equity/shares.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

Significant Developments

Mergers/ amalgamations/ demergers under Sections 230 to 232 of the Companies Act, 2013 pending sanction of the appropriate authorities:

Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, a wholly-owned subsidiary company, Hughes Communications India Limited (now known as Hughes Communications India Private Limited) and HCIL Comtel Limited (now known as HCIL Comtel Private Limited)

The Hon''ble National Company Law Tribunal, New Delhi, Principal Bench, has, vide its order dated March 23, 2021, sanctioned the Composite Scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes Communications India Private Limited and HCIL Comtel Private Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (''Scheme'') providing for the transfer of the VSAT Undertaking (defined under the Scheme) of the Company and Bharti Airtel Services Limited and vesting of the same with Hughes Communications India Private Limited and HCIL Comtel Private Limited respectively on a going concern basis by way of a slump sale. As on the date of this report, the Scheme is subject to the requisite regulatory/ statutory approvals. The Independent valuation report and fairness opinion obtained by the Company in this regard, are available on website of the Company at https://www.airtel.in/ about-bharti/equity/shares.

Composite scheme of arrangement between Bharti Airtel Limited, Nettle Infrastructure Investments Limited, Airtel Digital Limited, Telesonic Networks Limited and Airtel Limited

The Company announced a new corporate structure on April 14, 2021 to sharpen its focus on driving the rapidly unfolding

digital opportunity in India while enabling it to unlock value. To give effect to this proposed rearrangement, the Board of Directors of the Company, in its meeting held on April 14, 2021, has approved the composite scheme of arrangement between the Company, Nettle Infrastructure Investments Limited, Airtel Digital Limited, Telesonic Networks Limited and Airtel Limited and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Scheme’) for: (a) amalgamation of Nettle Infrastructure Investments Limited, Airtel Digital Limited and Telesonic Networks Limited, wholly-owned subsidiaries with and into Bharti Airtel Limited; and (b) demerger of the Telecom Business Undertaking of Bharti Airtel Limited and vesting of the same with Airtel Limited, its wholly-owned subsidiary on a going concern basis. As on the date of this report, the Scheme is subject to applicable statutory/ regulatory approvals. The Independent valuation report and fairness opinion obtained by the Company in this regard, are available on website of the Company at https:// www.airtel.in/about-bharti/equity/shares.

Preferential Allotment

During the financial year 2020-21, the Company issued and allotted 36,469,913 equity shares of face value ''5/- each to Lion Meadow Investment Ltd., an affiliate to Warburg Pincus LLC on preferential basis for consideration other than cash at an issue price of ''600/- each towards partial consideration for acquisition of 20% additional shareholding in Bharti Telemedia Limited, a subsidiary Company.

Senior Notes

During the year ended March 31, 2021, the Company has issued unsubordinated, direct, unconditional and unsecured senior notes of USD 750 Mn (''54,795) at an issue price of USD 99.908, due on June 3, 2031. The notes bear interest at a rate of 3.25% per annum payable semi-annually in arrears. These senior notes have been classified as debt instruments.

During the year ended March 31, 2021, Network i2i Limited (a wholly-owned subsidiary of the Company) has issued subordinated perpetual securities of USD 500 Mn (''36,358) at an issue price of USD 99.888 which are guaranteed by the Company. The notes bear interest at a rate of 3.975% per annum payable semi-annually in arrears.

Capital Market Ratings

As on March 31, 2021, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA, and three international rating agencies, namely Fitch Ratings, Moody’s and S&P.

As on March 31, 2021, CRISIL and ICRA assigned their longterm ratings of the Company to [CRISIL] AA/ [ICRA] AA-, with a stable outlook. Short-term ratings were maintained at the highest end of the rating scale at [CRISIL] A1 / [ICRA] A1 . Fitch maintained the rating at BBB-/ Stable. S&P and Moody’s revised their outlook and rating to BBB-/ Negative and to Ba1/ Negative, respectively, during the year.

Employee Stock Option Plan

At present, the Company has two Employee Stock Options (ESOP) schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Beside attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administers and monitors the Company’s ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are transferred to the employee upon exercise of stock options as per the terms of the Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Scheme of the Company as on March 31, 2021, has been uploaded on the Company’s website at https:// www.airtel.in/about-bharti/equity/results.

During the previous year, there were no material changes in the aforesaid ESOP schemes of the Company and the ESOP schemes are in compliance with ESOP regulations. The Company has received a certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company, certifying that the schemes are implemented in accordance with SEBI’s Shared Based Employee Benefits (SBEB) Regulations and the resolutions passed by the members. The certificate is available for inspection by members in electronic mode.

Material changes and commitments affecting the financial position between the end of the financial year and date of report after the balance sheet date

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Debentures

During the financial year, the Company has not issued any debentures. The following debentures were redeemed after the closure of financial year 2020-21:

• 15,000 Series II debentures having a face value of ''1 Mn per

debenture at a coupon rate of 8.35% per annum.

Further, there are no outstanding debenture as on the date of this report.

Directors and Key Managerial Personnel

Inductions, Re-appointments, Retirements and Resignations

Pursuant to the provisions of the Companies Act, 2013, Mr. Rakesh Bharti Mittal, Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

Mr. Sunil Bharti Mittal, Chairman, will be completing his present term as Chairman of the Company on September 30, 2021. The Board in its meeting held on May 17, 2021, based on the recommendation of the HR and Nomination Committee and subject to the approval of shareholders, has re-appointed Mr. Sunil Bharti Mittal as Chairman of the Company for a further term of five years w.e.f. October 1, 2021.

Ms. Tan Yong Choo resigned from the Company’s Board w.e.f. October 27, 2020. The Board places on record its sincere

CORPORATE MANAGEMENT STATUTORY FINANCIAL

OVERVIEW DISCUSSION & REPORTS STATEMENTS

ANALYSIS

appreciation for the valuable contribution made by the outgoing Director during her tenure on the Board.

Mr. Tao Yih Arthur Lang was appointed as an Additional NonExecutive Director on the Board on October 27, 2020 and 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 Tao Yih Arthur Lang as a Director at the AGM. Accordingly, the Board recommends his appointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made thereunder and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which are necessary for achieving sustainable and balanced development. The Board has adopted a policy on ‘Nomination, Remuneration and Board Diversity’, which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company’s website at https://s3-ap-southeast-1.amazonaws.com/bsv/iportal/imaaes/Draft-Remuneration-Nomination-and-Board-Diversitv-Policv-4-0-Aug-01-2019 B8BCCA328A3ABAEDC2A5FF6E747B0D8D.pdf and is also annexed as Annexure B to the Board’s Report.

Annual Board Evaluation and Familiarisation Programme for Board Members

The HR and Nomination Committee has put in place a robust framework for evaluation of the Board, Board Committees and individual Directors, including Chairman. During the reporting year, customised questionnaires were circulated, responses were analysed and the results were subsequently discussed by the Board. Recommendations arising from this entire process were deliberated upon by the Board for these to be used constructively in order to enhance its effectiveness. A detailed disclosure on the framework of Board evaluation including outcome and action plan has been provided in the Report on Corporate Governance (page no. 210), which forms a part of this Integrated Report.

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms a part of this Integrated Report.

Board Committees and Meetings of the Board and Board-Committees

In compliance with the statutory requirements, the Company has mandatory Committees viz. Audit Committee, HR and Nomination Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders’ Relationship Committee. The Company has also established Operating Committees viz. Committee of Directors and Airtel Corporate Council.

In addition to the above, there are other Committees constituted for special purposes / transactions in the areas of fund raising and restructuring like Special Committee of Directors for De-consolidation of International Operations, Special Committee of Directors for Debt Fund Raising, Special Committee of Directors for evaluation of stake in Indus Towers Limited, Special Committee of Directors to evaluate re-organization of Business and Shareholding Structure etc.

All the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met seven (7) times during the previous financial year. A detailed update on the Board, its composition, governance of committees including detailed charter, terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2020-21 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this integrated report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2021, Company has 108 subsidiaries, 7 associates and 8 joint ventures.

During FY 2020-21, Airtel Limited, Airtel Mobile Commerce DRC B.V., Airtel Mobile Commerce Gabon B.V., Airtel Mobile Commerce Niger B.V., Airtel Money Kenya Limited, Network i2i (UK) Limited, The Airtel Africa Employee Benefit Trust, Airtel Digital Services Holdings B.V., Airtel Africa Services (UK) Limited became subsidiaries of the Company and Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited became Joint Ventures of the Company.

During FY 2020-21, Africa Towers N.V., Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited ceased to be subsidiaries and Seynse Technologies Private Limited ceased to be associate of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies forms part of this Integrated report. The statement also provides the details of performance and financial position of each subsidiary, associate and joint venture and their contribution to the overall performance of the Company.

The audited financial statements of each subsidiary, associate and joint venture companies are available for inspection at the Company’s registered office and at registered offices of the respective companies. The financial statements of each of the subsidiary companies are also available on the Company’s website at https://www.airtel.com. A copy of the same will also be available electronically for inspection by the members during the AGM.

The physical copies of annual financial statements of the subsidiary, associate and joint venture companies will also be made available to the investors of the Company and those of the respective companies upon request.


Mar 31, 2019

Board's Report

Dear Members,

Your Directors have pleasure in presenting the 24th Board Report on the Company's business and operations, together with audited financial statements for the financial year ended March 31, 2019.

Company Overview

Bharti Airtel is one of the world's leading providers of telecommunication services with operations in 18 countries across Asia and Africa. The Company's diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. We provide telecom services under wireless and fixed line technology, national and international long distance connectivity and Digital TV; and complete integrated telecom solutions to our enterprise customers. All these services are rendered under a unified brand Airtel' either directly or through subsidiary companies. Airtel Money (known as Airtel Payments Bank' in India) extends our product portfolio to further our financial inclusion agenda and offers convenience of payments and money transfers on mobile phones over secure and stable platforms in India and across all 14 countries in Africa.

The Company also deploys and manages passive infrastructure pertaining to telecom operations through its subsidiary, Bharti Infratel Limited, which also owns 42% of Indus Towers Limited. Together, Bharti Infratel and Indus Towers are the largest passive infrastructure service providers in India.

Financial Results

In compliance with the provisions of the Companies Act, 2013 (Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the Company has prepared its standalone and consolidated financial statement as per Indian Accounting Standards ('Ind AS') for the FY 2018-19.The standalone and consolidated financial highlights of the Company's operations are as follows:

Standalone Financial Highlights

Particulars

FY 2018-19

FY 2017-18

 

Rs.

USD

Rs.

USD

 

Millions

Millions*

Millions

Millions*

Gross revenue

496,080

7,101

536,630

8,327

EBITDA before exceptional items

128,321

1,837

181,529

2,817

Cash profit from operations

70,790

1,013

131,674

2,043

Earnings before taxation

(52,037)

(745)

(6,812)

(106)

Net income/ (loss)

(18,290)

(262)

792

12

 

*1 USD = 69.86 Exchange Rate for the financial year ended March 31, 2019. (1 USD = 64.44 Exchange Rate for the financial year ended March 31, 2018).

Consolidated Financial Highlights

Particulars

FY 2018-19 |

FY 2017-18

 

Rs.

USD

Rs.

USD

 

Millions

Millions*

Millions

Millions*

Gross revenue

807,802

11,567

826,388

12,823

EBITDA before exceptional items

262,937

3,768

304,479

4,725

Cash profit from operations

167,777

2,406

227,169

3,525

Earnings before taxation

(17,318)

(253)

32,669

507

Net Income/ (loss)

4,095

59

10,990

171

*1 USD = 69.86 Exchange Rate for the financial year ended March 31, 2019. (1 USD = 64.44 Exchange Rate for the financial year ended March 31, 2018).

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

Share Capital

During the year, the Authorized share capital of the Company has increased to Rs. 147,530 Mn divided into 29,506,000,000 equity shares of face value of Rs. 5/-each pursuant to the amalgamation of Telenor (India) Communications Private Limited with the Company. Further, the Company has allotted 5 (Five) equity shares of face value of Rs. 5/- each, fully paid up to Telenor South Asia Investment Pte.  Ltd. pursuant to the above said amalgamation. Consequent to the said allotment, the paid-up share capital of the Company has increased to 3,997,400,107 equity shares of face value of Rs. 5/-each aggregating to Rs. 19,987 Mn.

General Reserve

During the year, the Company has transferred Rs. 16 Mn into General Reserve from the Share Based Payment Reserve pertaining to gain / loss on exercise / lapse of vested options.

Dividend

During the year, the Company had paid a final dividend of Rs. 2.50/- per equity share of Rs. 5/- each fully paid up (50% of face value) for FY 2017-18 amounting to ? 9,993.50 Mn (excluding tax on dividend).

The Board has also declared and paid an Interim Dividend of Rs. 2.50/- per equity share of Rs 5/- each fully paid up (50% of face value) for FY 2018-19 amounting to Rs. 9,993.50 Mn (excluding tax on dividend) during the year.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 500 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company had adopted the dividend distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Policy is enclosed as Annexure A to the Board's Report and is also available on the Company's website at https://s3-ap-southeast-l.amazonaws. com/bsv/iportal/images/Airtel-Dividend_Distribution_ Policv_35406A496EEC3AB50DOC777F006C6D41.pdf

Transfer of amount to Investor Education and Protection Fund

During the FY 2018-19, the Company has transferred the unpaid / unclaimed dividend pertaining to FY 2010-11 amounting to Rs. 6.4 Mn.to the Investors Education and Protection Fund ('IEPF') Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on August 8, 2018 (date of last Annual General Meeting) on the Company's website www.airtel.com.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor's Education and Protection Fund ('IEPF') after giving due notices to the concerned shareholders. Accordingly, the Company has transferred 54,607 equity shares to the IEPF during the FY 2018-19. The details of equity shares transferred are also available on the Company's website www.airtel.com.

The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company/ Registrar and Transfer Agent as per the applicable provisions in the prescribed Form No. IEPF-5 for claiming the unpaid dividend /shares out of the IEPF The process for claiming the unpaid dividend / shares out of the IEPF is also available on the Company's website at http://www.airtel.in/about-bharti/equity/shares.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet closure date.

Significant Developments

Mergers / amalgamations / demergers under Sections 230 to 232 of the Companies Act, 2013 completed during the year:

-> Scheme of amalgamation between Telenor (India) Communications Private Limited (Telenor') and Bharti Airtel Limited

Pursuant to an order dated March 08, 2018 of the Hon'ble National Company Law Tribunal, New Delhi ('the NCLT Delhi') sanctioning the scheme of amalgamation and subject to receipt of all regulatory and statutory approvals, Telenor was amalgamated into the Company w.e.f. May 14, 2018. Pursuant to the Scheme of amalgamation, the Company allotted 5 (five) Equity Shares of face value of Rs 5/- each to Telenor South Asia Investment Pte. Limited, Singapore.

Mergers / amalgamations / demergers under Sections 230 to 232 of the Companies Act, 2013 pending sanction of the appropriate authorities:

=> Scheme of amalgamation between Bharti Digital Networks Private Limited (earlier known as Tikona Digital Networks Private Limited) ('Bharti Digital'), a subsidiary company and Bharti Airtel Limited

Pursuant to an order dated July 4, 2018, the NCLT Delhi sanctioned the scheme of amalgamation between Bharti Digital and our Company whereby Bharti Digital is proposed to be amalgamated into our Company. The amalgamation is pending before the Department of Telecommunications ('DoT') under the Guidelines for the Transfer/Merger of various categories of Telecommunication service licenses /authorisation under Unified License ('UL') on compromises, arrangements and amalgamation of the companies dated February 20, 2014 issued by the DoT (Transfer-Merger Guidelines').

> Composite scheme of arrangement between Tata Teleservices Limited ('TTSL'), Bharti Hexacom Limited ('Bharti Hexacom'), a subsidiary company and Bharti Airtel Limited

Pursuant to an order dated January 30, 2019, the NCLT Delhi sanctioned the composite scheme of arrangement between TTSL, Bharti Hexacom and the Company for

demerger of one part of the entire consumer wireless mobile business of TTSL in its telecom circles (other than Rajasthan) and transferring and vesting it on a going concern basis in the Company and demerger of the other part of the entire consumer wireless mobile business of TTSL in the telecom circles in Rajasthan and transferring and vesting it on a going concern basis in Bharti Hexacom. The demerger is pending before the DoT under the Transfer-Merger Guidelines.

> Scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') and Bharti Airtel Limited

Pursuant to Orders dated January 30, 2019 and December 4, 2018, the NCLT Delhi and National Company Law Tribunal, Mumbai, respectively, sanctioned the scheme of arrangement between TTML and the Company for the demerger of the entire consumer wireless mobile business of TTML in its telecom circles in Mumbai and Maharashtra and transferring and vesting it on a going concern basis in the Company. The demerger is pending before the DoT under the Transfer-Merger Guidelines.

>. Scheme of arrangement between Telesonic Networks Limited (TNL), a subsidiary company and Bharti Airtel Limited

Pursuant to the approval dated October 31, 2017 of the Board of Directors of the Company and consents received from the shareholders of the Company, a petition dated March 12, 2018 had been filed before the NCLT Delhi under Sections 230 to 232 of the Companies Act, for the sanction of a proposed scheme of arrangement whereby the optical fibre cable business undertaking of the Company shall be transferred to and vested in TNL on a going concern basis by way of a slump sale. The order is yet to be pronounced by the NCLT Delhi.

Rights Issue

During the year, the Company has approved the issuance of upto 1,133,591,075 Equity Shares of face value of Rs. 5/- each by way of rights issue at a price of ? 220 per rights equity share (including a premium of Rs. 215 per rights equity share) aggregating up to ? 249,390.04 million on a rights basis to the eligible equity shareholders in the ratio of 19 rights equity shares for every 67 equity shares held by the eligible equity shareholders on the record date, that is, April 24, 2019. The issue opened on May 03, 2019 and is scheduled to be closed on May 17, 2019.

Capital Market Ratings

As on March 31, 2019, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA and three international rating agencies, namely Fitch Ratings, Moody's and S&R

As on March 31, 2019, CRISIL and ICRA revised their long-term ratings of the Company to [CRISIL] AA / [ICRA] AA, with a stable  outlook. Short-term ratings were maintained at the highest end of the rating scale at [CRISIL] A1+ / [ICRA] A1+. Fitch maintained the rating at BBS- / Stable. S&P and Moody revised its outlook and rating to BBS- / Negative and to Bal / Negative respectively during the year.

Employee Stock Option Plan

At present, the Company has two Employee Stock Options ('ESOP') schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administers and monitors the Company's ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are transferred to the employee, upon exercise of stock options as per the terms of the Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Scheme of the Company as on March 31, 2019, has been uploaded on Company's website at https://www.airtel.in/about-bharti/equity/results.

During the previous year, there were no changes in the aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP regulations. A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company's ESOP schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Company's registered office upto the date of AGM.

Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

Debentures

During the financial year, the Company has not issued any debentures. The details of outstanding debentures are as under:

> 15,000 Series I debentures having a face value of Rs. 1 Mn per debenture at a coupon rate of 8.25% per annum.

> 15,000 Series II debentures having a face value of Rs. 1 Mn per debenture at a coupon rate of 8.35% per annum.

The aforesaid debentures are listed on National Stock Exchange of India Limited.

Directors and Key Managerial Personnel

Inductions, Re-appointments, Retirements & Resignations

In line with the Company's policy on Independent Directors, Mr. Ben Verwaayen, upon completion of his tenure retired from the Board w.e.f. December 26, 2018. The Directors place on record their appreciation for the help, guidance and contribution made by him during his tenure on the Board.

Pursuant to the provisions of Sections 149, 161 and other applicable provisions of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and as recommended by the H Rand Nomination Committee and subject to the approval of the shareholders, the Board, on March 30, 2019, had appointed Ms. Kimsuka Narasimhan as an Additional Independent Director w.e.f. March 30, 2019 to hold office for a term of five consecutive years i.e. upto March 29, 2024. The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013 proposing the appointment of Ms. Kimsuka Narasinham as an Independent Director.

Mr. V. K. Viswanathan and Mr. D. K. Mittal had completed their present term as Independent Directors of the Company on January 13, 2019 and March 12, 2019 respectively. On the recommendation of the HR and Nomination Committee, the Board, subject to the approval of the shareholders, has re-appointed them as Independent Directors for a further term of five consecutive years i.e. upto January 13, 2024 and March 12, 2024 respectively.

In the opinion of the Board, Mr. V. K. Viswanathan, Mr. D. K. Mittal and Ms. Kimsuka Narasimhan fulfil the conditions specified in the Companies Act, 2013 and the rules made thereunder and under Listing Regulations and are independent to the management and accordingly, the Board recommends their appointment / re-appointment.

Pursuant to the provisions of the Companies Act, 2013, Ms. Chua Sock Koong, Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

Brief resume, nature of expertise, details of directorships held in other companies of Ms. Chua Sock Koong proposed to be re-appointed, along with her shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Nilanjan Roy, Global Chief Financial Officer has resigned w.e.f. February 28, 2019. The Directors placed on record their appreciation for the contribution made by him during his tenure. The Board on the recommendation of Audit Committee and HR & Nomination Committee, had appointed Mr. Badal Bagri as Chief Financial Officer (India and South Asia) and Key Managerial Personnel of the Company w.e.f. March 01, 2019.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulations 16& 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

Board Diversity and Policy on Director's Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted a policy on 'Nomination, Remuneration and Board Diversity', which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company's website at https://s3-ap-southeast-l.amazonaws.com/bsy/iportal/images/Policy-on-Nomination-Remuneration-and-Board-Diversity_38FllFC9AA4 BC8FADOB12B51CAOF39BC_1554095379321.pdf and is also annexed as Annexure B to this report.

Annual Board Evaluation and Familiarisation Programme for Board Members

The HR and Nomination Committee has put in place a robust framework for evaluation of the Board, Board Committees and Individual Directors. Customised questionnaires were circulated, responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process was considered by the Board to optimize its effectiveness. A detailed update on the Board Evaluation is provided in the report on Corporate Governance which forms part of this report.

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board of Directors met six (6) times during the previous financial year. As on March 31, 2019, the Board has ten committees, namely, the Audit Committee, the Risk management Committee, the HR and Nomination Committee, the Corporate Social Responsibility ('CSR') Committee, the Stakeholders' Relationship Committee, the Committee of Directors, the Airtel Corporate Council, the Special Committee of Directors (for Monetization of stake in Bharti Infratel Limited), the Special Committee of Directors (for Restructuring of overseas holding structure) and Special Committee of Directors (for fund raising).

All the recommendations made by committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2018-19 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2019, your Company has 101 subsidiaries, 7 associates and 8 joint ventures, as set out in note 34 of the standalone financial statements (for Abridged Annual Report please refer note 17).

During FY 2018-19, Bharti Airtel Holding (Mauritius) Limited, Airtel Africa Mauritius Limited, Bharti Airtel Overseas (Mauritius) Limited, Airtel Africa Limited, Airtel Mobile Commerce Nigeria B.V., Airtel Mobile Commerce Congo B.V., Airtel Mobile Commerce (Seychelles) B.V., Airtel Mobile Commerce Madagascar B.V., Airtel Mobile Commerce Kenya B.V., Airtel Mobile Commerce Rwanda B.V., Airtel Mobile Commerce Malawi B.V., Airtel Mobile Commerce Uganda B.V., Airtel Mobile Commerce Tchad B.V, Airtel Mobile Commerce Zambia B.V. became Subsidiaries of the Company.

During FY 2018-19, Bharti Airtel Burkina Faso Holdings B.V., Africa Towers Services Limited, Tigo Rwanda Limited ceased to be subsidiaries of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies is annexed to the Abridged and full version of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary, associate and joint venture and their contribution to the overall performance of the Company.

The audited financial statements of each of its subsidiary, associate and joint venture companies are available for inspection at the Company's registered office and also at registered offices of the respective companies and pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of each of its subsidiary companies are also available on the Company's website www.airtel.com.

Copies of the annual financial statements of the subsidiary, associate and joint venture companies will also be made available to the investors of the Company and those of the respective companies upon request.

Abridged Annual Report

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for FY 2018-19, who have not registered their e-mail id. The Abridged  Annual Report is being circulated to the members excluding Annexures to the Board's Report viz. the 'Dividend Distribution Policy', 'Nomination, Remuneration and Board Diversity Policy', 'Secretarial Audit Report', Annual Report on Corporate Social Responsibility ('CSR') Activities', 'Extract of Annual Return', 'Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo', 'Disclosure relating to remuneration u/s 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014', 'Report on Corporate Governance and Auditors' Certificate on compliance of conditions of Corporate Governance' and 'Business Responsibility Report'.

Members who desire to obtain the full version of the report may write to the Corporate Secretarial Department at the registered office address of the Company or Karvy Fintech Private Limited (formerly known as Karvy Computershare Private Limited), Registrar and Share Transfer Agent of the Company and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Company's website www.airtel.com.

Auditors and Auditors' Report

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were appointed as the Company's Statutory Auditors by the shareholders in the AGM held on July 24, 2017, for a period of five years i.e. till the conclusion of 27th AGM.

The Board has duly examined the Statutory Auditors' Report to the financial statements, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to financial statements section of the Annual Report

As regards the comments under para i(a) of the Annexure B to the Independent Auditors' Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company is in the process of executing a comprehensive project with the involvement of technical experts, for deploying automated tools and processes which will enable near real-time tracking of fixed assets and reconciliation thereto. This project is expected to be completed by next year.

Further, the auditors have not reported any fraud u/s 143(12) of the Act.

Internal Auditors and Internal Assurance Partners

The Board had appointed Head Internal Assurance as the Internal Auditor of the Company and Ernst & Young LLP and ANB & Co., Chartered Accountants, Mumbai as the Internal Assurance Partners to conduct the internal audit basis a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Group and the Audit Committee.

The Board, on the recommendation of the Audit Committee, has re-appointed Ernst & Young LLP and ANB & Co. Chartered Accountants, Mumbai as the internal assurance partners for the FY 2019-20.

Cost Auditors

Corporate Social Responsibility ('CSR')

During the year under review, R. J. Goel &Co., Cost Accountants, resigned as Cost Auditors of the Company.

The Board, on the recommendation of the Audit Committee, has approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2019 in casual vacancy and also for the financialyear ending March 31, 2020. The Cost Auditors will submit their report for FY 2018-19 on or before the due date.

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 is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Secretarial Auditors

The Company had appointed Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended March 31, 2019. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure C to this report.

The Board has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the Company for FY 2019-20.

Sustainability Journey

We, at Bharti Airtel, strongly believe that power of communication can bring in multi-dimensional transformations, ensuring smooth functioning of life and businesses, and helping society to become sustainable and inclusive. We recognize our role in this sustainable approach in the way we conduct our business by integrating sustainability in our strategies and operations.

Our Vision defines what we aim to do, whereas our Core Values - Alive, Inclusive and Respectful - expound how we aim to embrace the responsible business practices. As the stakeholders have played a crucial role in Airtel's sustained success over the years, Airtel's sustainability approach has been carefully developed through systematic engagement with its stakeholders worldwide. We continuously strive to provide long-term sustainable value to all our stakeholders including investors, customers, employees, business partners and suppliers, government and regulators and communities. This is performed through systematic stakeholder dialogue to gauge their expectations, share information and sustainability priorities, practices and performance and explore avenues of partnerships to achieve the goals. Our sustainability initiatives towards topics that are material to our stakeholders and to the company, have been reported in our Integrated Report, as well as on our website http://www.airtel.in/sustainability.

Building upon and scaling up on various interventions initiated in areas as prescribed in our CSR policy, the Company has increased its CSR spending during the previous financial year i.e. Rs 245.37 Mn in FY 2017-18 to Rs. 458.40 in FY 2018-19. Additionally, the Company has also contributed Rs. 37.25 Mn towards various other charitable causes. The consolidated contribution of the Company towards various CSR activities during the financial year 2018-19 is Rs. 495.65 Mn.

The Company is building its CSR capabilities on a sustainable basis and is committed to gradually increase its CSR spend in the coming years. The CSR spending is guided by the vision of creating long-term benefit to the society. With the strong foundations that we laid towards this end of the year, and the proposed scaling up of a number of our CSR Projects, we believe that we have made meaningful progress towards reaching the target in the coming financial year.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility Report, which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure D to this Report.

Integrated Reporting

The Securities and Exchange Board of India ('SEBI') vide circular no: SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06, 2017 has recommended voluntary adoption of Integrated Reporting' (IR) from 2017-2018 by the top 500 listed companies in India. We continue with our integrated reporting journey in the current fiscal aligning with our philosophy of being a highly transparent and responsible company. This is our second Integrated Report wherein we are guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council ('IIRC'). The Board acknowledges its responsibility for the integrity of report and information contained therein.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

Corporate Governance

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed as Annexure H to this report.

A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Risk Management

Risk management is embedded in Bharti Airtel's operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the Group and prioritise relevant action plans to mitigate these risks.

To have more robust process, the Company had constituted a separate Risk Management Committee to focus on the risk management including determination of company's risk appetite, risk tolerance and regular risk assessments (risk identification, risk quantification and risk evaluation) etc.

Risk Management framework is reviewed periodically by the Board and Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated.

The Internal Audit function is responsible to assist the Audit Committee (erstwhile Audit & Risk Management Committee) / Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Operationally, risk is being managed at the top level by Management Boards in India and South Asia and in Africa (AMB and Africa Exco) and at operating level by Executive Committees of Circles in India and Operating Companies in the international operations.

Detailed discussion on Risk Management forms part of Management Discussion& Analysis under the section 'Risks and Concerns', which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Control and their adequacy

The Company has established a robust framework for internal financial controls. 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. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2018-19.

Other Statutory Disclosures

Vigil Mechanism

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company's website at https://s3-ap-southeast-l. amazonaws.com/bsv/iportal/images/Code-of-Conduct-applicable-to-Directors-and-Senior-Management-of-the-com_ B30F70736F8A8DEE6203908A7988580D.pdf

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

Extract of Annual Return

In terms of provisions of Section 92,134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure E to this report.

Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at work place. Details of the same including the details of the complaints received is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future other than the orders passed by tribunal w.r.t. various scheme of arrangements mentioned earlier in this report.

Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments form part of Note no. 10, 23 & 8 respectively to the financial statements provided in the full version of the Annual Report.

Disclosure under Section 197(14) of Act

Neither the Managing Director & CEO nor the Chairman of the Company receive any remuneration or commission from its holding or subsidiary company.

Related Party Transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company's Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no. 34 to the financial statements provided in the full version of the Annual Report and Note no. 17 of the financial statements provided in abridged version of the Annual Report under Indian Accounting Standards 24.

The Policy on the Related Party Transactions is available on the Company's website at https://s3-ap-southeast-l.amazonaws. com/bsv/iportal/images/BAL-Policv-on-Related-Partv-Transactions_CAF52027123589504F21514722AAFlA5.pdf

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure F to this report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 ('the Act') read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure G to this report.

Particulars of employee remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the shareholders excluding the aforementioned information. The information will be available on the Company's website at https://www.airtel.in/about-bharti/ equity/results and is also available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of AGM and will also be available for inspection at the venue of the AGM. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board wishes to place on record their appreciation to the Department of Telecommunications ('DoT'), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 14 countries in Africa, Company's bankers and business associates, for the assistance, co-operation and encouragement extended to the Company.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank various partners, viz., Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

 

For and on behalf of the Board

Place: New Delhi

Sunil Bharti Mittal

Date: May 6, 2019

Chairman

Annexure A

Dividend Distribution Policy

1. Preamble, Objective and Scope

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the company is required to formulate a Dividend distribution policy which shall be disclosed in its Annual Report and on its website.

To comply with the above requirement and with an endeavor to maintain a consistent approach to dividend pay-out plans, the Board of Directors ('Board') of Bharti Airtel Limited ('the Company') adopts this Dividend Distribution Policy ('Policy').

The objective of this Policy is to:

(i) specify the parameters (including internal and external factors) that shall be considered while declaring the dividend;

(ii) lay down the circumstances under which the shareholders of the Company may or may not expect dividend; and

(iii) provide for the manner of utilization of retained earnings.

2. Dividend Philosophy

The Dividend philosophy of the Company is enshrined in the principle that along with maintaining a reasonably conservative policy in respect of liquidity and leverage, 'surplus' cash in the Company shall be returned to its shareholders when it is concluded by the Board that:

> The Company doesn't / wouldn't have avenues to generate significantly higher returns on such 'surplus' than what a common shareholder can generate himself; or

> By returning such 'surplus', the Company would be able to improve its return on equity, while simultaneously maintaining prudent & reasonably conservative leverage in every respect viz. interest coverage, DSCR (Debt Service Coverage Ratio) Net Debt: EBITDA and Net debt: Equity etc.

The Company aims to distribute to its shareholders, the entire dividend income (net of taxes) it receives from its subsidiary / associate companies.

3. Parameters / Factors considered by the Company while declaring dividend

In line with the philosophy stated in clause 2 above, the Board of Directors of the Company shall consider the following parameters before declaring or recommending dividend to shareholders:

A) Financial Parameters / Internal Factors:

(a) Financial performance including profits earned (standalone), available distributable reserves etc;

(b) Impact of dividend payout on Company's return on equity, while simultaneously maintaining prudent and reasonably conservative leveraging in every respect viz. interest coverage, DSCR (Debt Service Coverage Ratio) Net Debt: EBITDA and Net debt: Equity, including maintaining a targeted rating -domestically and internationally;

(c) Alternate usage of cash viz. acquisition / Investment opportunities or capital expenditures and resources to fund such opportunities / expenditures, in order to generate significantly higher returns for shareholders;

(d) Debt repayment schedules;

(e) Fund requirement for contingencies and unforeseen events with financial implications;

(f) Past Dividend trend including Interim dividend paid, if any; and

(g) Any other factor as deemed fit by the Board.

B) External Factors:

(a) Macroeconomic conditions: In the event of uncertain or recessionary economic and business conditions, the Board may consider retaining a larger part of the profits to have sufficient reserves to absorb unforeseen circumstances;

(b) Statutory requirements: Statutory requirements, regulatory conditions or restrictions as applicable including tax laws, The Companies Act, 2013 and SEBI regulations etc;

(c) Agreements with Lending Institutions: The Board may consider protective covenants in a bond indenture or loan agreement that may include leverage limits & restrictions on payment of cash dividends in order to preserve the Company's ability to service its debt; and

(d) Capital Markets: In favorable market scenarios, the Board may consider for liberal pay - out. However, it may resort to a conservative dividend pay-out in case of unfavorable market conditions.

4. Circumstances under which the shareholders of the Company may or may not expect dividend

In line with Dividend Philosophy of the Company, there may be certain circumstances under which the shareholders of the Company may not expect dividend, including the circumstances where:

(a) The Company has sufficient avenues to generate significantly higher returns on such 'surplus' than what a common shareholder can generate himself;

(b) The Company is in higher need of funds for acquisition / diversification / expansion /investment opportunities/ deleveraging or capital expenditures;

(c) The Company proposes to utilize surplus cash in entirety for alternative forms of distribution such as buy-back of securities; or

(d) The Company has incurred losses or in the stage of inadequacy of profits.

5. Utilization of retained earnings

The profits retained by the Company (i.e. retained earnings) shall either be used for business purposes / objects mentioned in its Memorandum & Articles of Association or shall be distributed to the shareholders.

6. Parameters with regard to various classes of shares

Presently the issued and paid-up share capital of the Company comprises of equity shares only. In case, the Company issues other kind of shares, the Board may suitably amend this Policy.

7. General

This Policy shall be reviewed at least once every 3 years. The Chief Investor Relations Officer and the Company Secretary are jointly authorized to amend the Policy to give effect to any changes/amendments notified by Ministry of Corporate Affairs, Securities and Exchange Board of India or any appropriate authority from time to time. Such amended policy shall be periodically placed before the Board for noting and ratification. Any questions and clarifications relating to this Policy should be addressed to the Company Secretary at [email protected].

Annexure B

Nomination, Remuneration and Board Diversity Policy

Preamble

The Board of Directors (the 'Board') on the recommendation of the HR & Remuneration Committee (the 'Committee') has approved and adopted this Nomination, Remuneration and Board Diversity Policy (the 'Policy') in compliance with the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

Objectives

The main objectives of this Policy are:

> To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive including Independent Directors), Key Managerial Personnel ('KMP') and persons who may be appointed in Senior Management positions.

>. To lay down criteria for determining the Company's approach to ensure adequate diversity in its Board.

> To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage for the Company.

> To determine remuneration of Directors, KMPs and other senior management personnel's, keeping in view all relevant factors including industry trends and practices.

> To provide for rewards linked directly to their effort, performance, dedication and achievement of the Company's target.

A. Attributes, qualifications and diversity

Directors and Key Managerial Personnel

The Committee shall be responsible for identifying a suitable candidate for appointment as Director or as KMP of the Company.

The Board shall consist of such number of Directors as is necessary to effectively manage the Company of the size and nature as of Bharti Airtel, subject to a minimum of 3 and maximum of 15, including woman Directors. The Board shall have an appropriate combination of Executive, Non-Executive and Independent Directors. The Board shall appoint a Chairman and a Managing Director or CEO and the roles of Chairman and Managing Director or CEO shall not be exercised by the same individual.

While evaluating a person for appointment / re-appointment as Director or as KMP, the Committee shall consider and evaluate number of factors including but not limited to background, knowledge, skills, abilities (ability to exercise sound judgement), professional experience & functional expertise, educational and professional background, personal accomplishment, age, experience, understanding of the telecommunication sector/ industry, marketing, technology, finance and other disciplines relevant to the business etc. and such other factors that the Committee might consider relevant and applicable from time to time towards achieving a diverse Board.

The Committee shall ensure that the proposed Director satisfies the following additional criteria:

> Eligible for appointment as a Director on the Board of the Company and is not disqualified in terms of Section 164 and other applicable provisions of the Companies Act, 2013, and the Listing Regulations.

>. Has attained minimum age of 25 years and is not older than 70 years.

> Does not hold directorship in more than 20 companies (including private and public limited companies) or 10 public limited companies incorporated in India and seven Indian listed companies.

> Will be able to devote sufficient time and efforts in discharge of duties and responsibilities effectively.

While evaluating a person for appointment/ re-appointment as an Independent Director, the Committee shall ensure that the proposed appointee satisfies the following additional criteria:

> Meet the baseline definition and criteria of "independence" as set out in Section 149 of the Companies Act, 2013 and the Listing Regulations and other applicable laws.

> Should not hold the position of Independent Director in more than six Indian listed companies and if serving as Whole-time Director in any Indian listed company then in not more than three Indian listed companies.

> Should not hold any Board / employment position with a competitor in the geographies where the Company is operating. However, the Board may in special circumstances waive this requirement.

The re-appointment / extension of term of any Board members shall be on the basis of their performance evaluation report.

Senior Management

While evaluating a person for appointment/re-appointment in a senior management position, the management shall considers various factors including individual's background, competency, skills, abilities (viz. leadership, ability to exercise sound judgement), educational and professional background, personal accomplishment, age, relevant experience and understanding of related field viz. marketing technology, finance or such other discipline relevant to present and prospective operations of the Company.

"Senior Management", for the purpose of this Policy, means personnel of the Company who are members of its core management team excluding Board of Directors, comprising all members of the Management one level below the chief executive officer / managing director / whole time director / manager and shall specifically include company secretary and chief financial officer.

B. Remuneration Policy

Board Members

The overall limits of remuneration of the Board members including Executive Board members (i.e. Managing Director, Whole-time Director, Executive Directors etc.) are governed by the provisions of Section 197 of the Companies Act, 2013, rules made thereunder and shall be approved by the shareholders of the Company and shall be subject to availability of profits of the Company.

Within the overall limit approved by the shareholders, on the recommendation of the Committee, the Board shall determine the remuneration. The Board can determine different remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc.

Non-Executive Directors including Independent Directors

Pursuant to the provisions of Section 197 of the Companies Act, 2013, rules made thereunder and the shareholders' approval, the Board has approved the following remuneration for Non-Executive Directors (including Independent Directors):

i. Commission on Net Profit (Calculated as per Section 198 of the Companies Act, 2013)

Amount of Commission per annum:

Subject to availability of sufficient profits and within an overall ceiling of 1% of the net profits for all non-executive directors in the aggregate, the amount of commission payable to:

A. Non-independent Non-executive directors:

> USD 60,000 for directors not residing in India >_ ? 3,000,000 for directors residing in India

B. Independent non-executive directors:

> USD 100,000 for directors not residing in India >? 5,000,000 for those residing in India

The Independent Directors shall also be entitled to following additional commission:

i. Audit Committee:

Chairmanship:

> Not residing in India: USD 50,000/- per annum

> Residing in India: Rs. 3,000,000/- per annum

Membership:

> Not residing in India: USD 10,000/- per annum

> Residing in India: Rs. 500,000/- per annum ii. HR and Nomination Committee:

Chairmanship:

> Not residing in India: USD 50,000/- per annum

> Residing in India: Rs. 3,000,000/- per annum

Membership:

> Not residing in India: USD 10,000/- per annum

> Residing in India: Rs. 500,000/- per annum iii. Risk Management Committee:

Chairmanship:

>. Rs 2,000,000/- per annum

Independent Directors will also be entitled to Travel fee of USD 10,000 per meeting if not residing in India.

Frequency of Payment:

The commission is payable annually after the approval of the financial results.

ii. Sitting Fees

In addition to the profit linked commission, the Independent Directors will also be entitled to sitting fee of Rs. 100,000/- for all Board meetings and all Committee meetings held in a single day. For avoidance of doubt, in case an Independent Director attends more than one Board and / or Committee meeting in a day, he will be paid consolidated sitting fee of Rs. 100,000/- for all such meetings. If the Board appoint any person as an alternate Director to an Independent Director, such person will be entitled to sitting fee for the relevant meeting.

Executive Board Members (Managing Director, Whole-Time Director, Executive Directors etc.)

The remuneration (including revision in the remuneration) of Executive Board members shall be approved by the Board on the basis of the recommendation of the HR and Nomination Committee.

The remuneration payable to Executive Board members shall consist of (a) Fixed Pay, which is payable monthly, and shall include basic pay, contributions to retirement benefits, house rent allowance or company-leased accommodation and other allowances as per the Company's policy (b) Variable Pay (paid at the end of Financial Year) directly linked to the performance of the individual employee (i.e. achievement against predetermined KRAs), his / her respective Business Unit and the overall Company's performance (c) Long term incentive / ESOPs as may be decided by the HR & Nomination Committee from time to time.

Remuneration to Key Managerial Personnel (other than Managing Director and Whole-Time Director), Senior Management and other employees

The remuneration of Key Managerial Personnel (other than managing director and whole time director), shall be as per the compensation and appraisal policy of the Company.

Remuneration to Key Managerial Personnel (other than Managing Director and Whole-time Director), Senior Management and other employees

The remuneration of Key Managerial Personnel (other than Managing Director and Whole-time Director), shall be as per the compensation and appraisal policy of the Company.

The remuneration payable to key managerial personnel (other than Managing Director and Whole-time Director), senior management and other employees shall consist of (a) Fixed Pay, which is payable monthly and include basic pay, contributions to retirement benefits, house rent allowance or company-leased accommodation and other allowances as per the Company's policy (b) Variable Pay (paid at the end of Financial Year) directly linked to the performance of the individual employee (i.e. achievement against pre-determined KRAs), his/ her respective business unit and the overall Company performance (c) Long term incentive / ESOPs as may be decided by the Committee from time to time.

The HR and Nomination Committee shall recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

Disclosures by the Company

This Policy shall be disclosed in the Company's annual report.

General

The Company Secretary is authorized to amend the Policy to give effect to any changes/ amendments notified by Ministry of Corporate Affairs or Securities and Exchange Board of India w.r.t. Directors' any matter covered by this policy. The amended policy shall be placed before the Board for noting and ratification. Any questions and clarifications relating to this Policy should be addressed to the Company Secretary at compliance.officer@ bharti.in.

Annexure C

Secretarial Audit Report

For the financial year ended March 31, 2019

The Members, Bharti Airtel Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-ll, New Delhi-110070

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bharti Airtel Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and Not Applicable

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. Not Applicable

(vi) The other laws. as informed and certified by the management of the Company which are specifically applicable to the Company based on their Sectors / Businesses are:

a) The Indian Telegraph Act, 1885

b) The Telecom Regulatory Authority of India Act, 1997 and Rules and Regulations made thereunder

c) The Indian Wireless Telegraphy Act, 1933

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as mentioned below.

a. The remuneration paid / accrued by the Company to its Chairman and Managing Director & CEO (India and South Asia) for the year ended March 31, 2019

is in excess of the limits specified in section 197 of Companies Act, 2013 read with Schedule V thereto as the Company does not have profits in terms of section 198 of the Act. The Company has represented to us that it is in the process of complying with the prescribed statutory requirements to regularize such excess payments, including seeking approval of shareholders, as necessary.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent least seven days in advance (except in cases where meetings were convened at a shorter notice for which necessary approvals obtained as per applicable provisions), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period following major events have happened which are deemed to have major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

1. Approval of Transfer of submarine cables to Network i2i Ltd by way of slump sale for total minimum consideration of Rs. 554 Crores.

2. Approval of Sale, transfer and assignment of passive infra asset of the core network locations by way of slump sale to Nxtra Data Limited for a consideration not less than Rs. 375.40 Crores.

3. Approval of Transfer of upto 591,874,639 equity shares (representing 32% shareholding) of Bharti Infratel Limited to Nettle Infrastructure Investments Limited, a wholly owned subsidiary of the Company.

4. Approval of issuance of up to 1,133,591,075 fully paid-up equity shares of face value of Rs. 5 each ('rights equity shares') of our company for cash at a price of Rs. 220 per rights equity share (including a premium of Rs. 215 per rights equity share) aggregating up to Rs. 249,390.04 Million.

5. Approval of issuance of perpetual bond aggregating upto USD 1 Billion (Rs. 7000 Cr/ equivalent amount in Indian Currency) denominated in foreign currency.

6. Scheme of amalgamation of Bharti Digital Networks Private Limited (formerly Tikona Digital Networks Private Limited) with the Company was approved by Hon'ble National Company Law Tribunal.

7. Scheme of arrangement between Telesonic Networks Limited and the Company is under process of approval from Hon'ble National Company Law Tribunal.

8. Scheme of arrangement amongst Tata Teleservices (Maharashtra) Limited (TTML) and the Company for the demerger of the consumer wireless mobile business of TTML into the Company, was approved by Hon'ble National Company Law Tribunal.

9. Composite Scheme of arrangement amongst Tata Teleservices Limited (TTSL), the Company and Bharti Hexacom Limited for the demerger of the consumer wireless mobile business of TTSL into the Company was approved by Hon'ble National Company Law Tribunal.

 

Chandrasekaran Associates

 

Company Secretaries

 

Dr. S. Chandrasekaran

 

Senior Partner

Place: Delhi

Membership No. FCS No.: 1644

Date: May 06, 2019

Certificate of Practice No.: 715

Note: This report is to be read with our letter of even date which is annexed as Annexure-A to this report and forms an integral part of this report.

Annexure-A to the Secretarial Audit Report

The Members Bharti Airtel Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-II, New Delhi-110070

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

 

Chandrasekaran Associates

 

Company Secretaries

 

Dr. S. Chandrasekaran

 

Senior Partner

Place: Delhi

Membership No. FCS No.: 1644

Date: May 06, 2019

Certificate of Practice No.: 715

Annexure D

The Annual Report on Corporate Social Responsibility

(CSR) Activities

1. Brief Outline of Company's CSR Policy

At Bharti Airtel, business success is not just about profits and shareholder returns. We believe in pursuing wider socio-economic and cultural objectives and have always endeavoured to not just meet, but try and exceed the expectations of the communities in which we operate.

The CSR policy of the Company, which is available on its website, was adopted by the Board of Directors on April 29, 2014. The Company's CSR activities focus on promoting education for the underprivileged with special emphasis on girl child, livelihood enhancement education programs, eradicating hunger, promoting preventive health care and sanitation. Bharti Airtel's CSR activities are committed to create and support programs that bring about sustainable changes through education.

The detailed CSR Policy of the Company is available on Company's website at: https://s3-ap-southeast-l.amazonaws.com/bsy/iportal/images/CSR_Policy_10ACFEC1415DDCD4D533867DE5B8642D.pdf

The overview of various CSR projects and programs undertaken by the Company has been provided in the Corporate Social Responsibility Report section of this Annual Report.

2. Composition of CSR Committee

Name

Category

Mr. Rakesh Bharti Mittal, Chairman

Non-Executive Director

Mr. D. K. Mittal

Independent Director

Mr. Gopal Vittal

Managing Director & CEO (India & South Asia)

 

 

 

(Rs. Millions)

3.

Average net profit before tax of the Company for last three financial years

55,883.06

4.

Prescribed CSR Expenditure (2% of the amount as above)

1,117.66

5.

Details of CSR spent during the year

 

 

a) Total amount required to be spent for the financial year

1,117.66

 

i) Amount spent towards CSR activities

458.40

 

ii) Amount spent towards other charitable activities

37.25

 

b) Amount Unspent

659.26*

 

c) Manner in which the amount spend during the financial year is detailed below:

 

* The Company has contributed 458.40 Mn. as CSR contribution under Section 135 of Companies Act, 2013. In addition to the above, the Company has also contributed 37.25 Mn. to various other charitable activities. The consolidated contribution of the Company towards various CSR programs during the financial year 2018-19 was 495.65 Mn.

 

 

 

 

 

 

 

Of Millions)

 

 

 

 

 

 

 

 

s.No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs (1) Local area or others (2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Subheads: (1) Direct expenditure on projects or programs (2) Overheads:

Cumulative expenditure up to the reporting period

Amount spent: Direct or through implementing agency

Eligible CSR Programs / Projects

1

Education programs run by Bharti Foundation

Promotion of education

Specified below*

36.00

25.62

1,416.52

Bharti Foundation

2

Satya Bharti Abhiyan

Sanitation

Ludhiana & Amritsar, Punjab

150.00

9.37

128.88

Bharti Foundation

3

Educate a Child

Promotion of education

Specified below**

228.00

50.46

293.06

Bharti Foundation

4

Crop science research and development program

Livelihood enhancement Program

Punjab

14.00

9.33

34.30

Bharti Foundation

5

Magic Bus Foundation

Promotion of education

Delhi and Mumbai

2.50

-

4.30

Direct

6

Anubandh - Old Age Home

Setting up and supporting old age homes

Jodhpur, Rajasthan

3.00

3.00

11.00

Direct

7

Satya Bharti Foundation

Setting up of Satya Bharti University for Higher Education

NCR

300.00

300.00

300.00

Direct

8

Sense International

Services for people with Deafblindness and Multi-Sensory Impairment (MSI)

Delhi-NCR

1.00

1.00

1.00

Direct

9

Ramadham Old Age home

Setting up and supporting old age homes

Raigad District, Maharashtra

2.50

2.50

5.00

Direct

10

Vocational training program for hearing impaired young adults

Employment enhancing vocation skills to differently abled

Delhi

23.20

16.70

39.90

Centum Foundation

11

Skill development program for youth and vocational skills for women

Employment enhancing vocation skills

Chhindwara, Madhya Pradesh

23.95

14.43

44.43

Centum Foundation

12

The Energy and Resources Institute (TERI)

Information and Communications Technologies (ICT) based solutions for education, healthcare, nutrition, financial inclusion and governance, etc.

Telangana, Maharashtra, Uttar Pradesh

26.00

25.99

25.99

Direct

 

Total (A)

 

 

810.15

458.40

2,304.38

 

 

Other Contributions

 

 

 

 

 

 

1

Miscellaneous

Miscellaneous

Miscellaneous

37.25

37.25

37.25

Direct

 

Total (B)

 

 

37.25

37.25

37.25

 

 

Grand Total (A+B)

 

 

847.40

495.65

2,341.63

 

 

* Satya Bharti School Program - Jodhpur, Amer and Neemrana in Rajasthan, Amritsar, Ludhiana and Sangrur in Punjab, Kaithal, Kurukshetra, Rewari, Mahendergarh and Jhajjarin Haryana, Farrukhabad, Shahjahanpur, Sitapur and Bulandhahar in Uttar Pradesh, Murshidabad in West Bengal, Sivaganga in Tamil Nadu.

Satya Bharti Learning Centre Program: 23 centres in district Udaipur, Rajasthan

Satya Bharti Quality Support Program: 46 Districts/ 14 States-Jammu and Kashmir, Himachal Pradesh, Punjab, Haryana, Delhi, Uttar Pradesh, Rajasthan, Assam, Meghalaya, Jharkhand, Telangana, Goa, Andhra Pradesh and Karnataka.

** Haryana, Delhi and NCR Region, Bihar, Gujarat, Uttar Pradesh, Rajasthan and Madhya Pradesh.

6. Reason for not spending the prescribed 2% amount

Despite the unprecedented challenges and pressure on the telecom industry, the Company had scaled-up various CSR interventions during the FY 2018-19 which resulted into increased CSR spending vis-a-vis previous financial year i.e. from INR 245.37 Mn in FY 2017-18 to INR 458.40 Mn in FY 2018-19. Additionally, the Company has also contributed INR 37.25 Mn towards various other charitable causes (disclosed as 'other contributions' in the above mentioned table) which are not covered within the ambit of the provisions of Section 135 of the Companies Act, 2013. The aggregate CSR spending of the Company for FY 2018-19 (including other contributions) is INR 495.65 Mn.

The Indian telecom industry is passing through a very challenging phase and the Company continued to be under stress during the FY 2018-19. Despite all the adversities & challenges, the Company is committed to build its CSR capabilities on a sustainable basis and is also committed to gradually increase its CSR contribution in the coming years. The CSR spending is guided by the vision of creating long-term benefit to the society. The Company through its Board and CSR Committee is determined to beef up its efforts to meet the targeted CSR expenditure. With the strong foundation which has been established during the year alongwith the proposed scaling up of a number of its CSR Projects, the Company believes that it has made meaningful progress towards reaching the target in the coming financial years.

Further, the Bharti Family has also pledged a significant amount towards philanthropy, which will step-up scope and reach of Bharti Foundation's initiatives to create opportunities for the underprivileged and contribute to nation building. Plan is to set up a world-class University namely Satya Bharti University, to offer free education to deserving youth from economically weaker sections of society.

Responsibility statement of the CSR Committee

The Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Gopal Vittal

Rakesh Bharti Mittal

Managing Director & CEO (India & South Asia)

Chairman, CSR Committee

Annexure E

Extract of Annual Return

Form No. MGT-9 as on the financial year ended on March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details:

CIN

L74899DL1995PLC070609

Registration Date

July 07, 1995

Name of the Company

Bharti Airtel Limited

Category of the Company

Limited by shares

Sub-Category of the Company

Indian Non- Government Company

Address of the Registered office and contact details

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi -110 070. Phone: +91 11 4666 6100

Whether listed company

Yes

Name, Address and Contact details of Registrar and Transfer Agent

Karvy Fintech Private Limited Karvy Selenium Tower B, Plot number 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032, India.

 

Phone: +91 40 6716 2222

II. Principal Business Activities of the Company

Businesses contributing 10% or more of the total turnover of the company are given below:

SI. No.

Name and Description of main products / services

NIC Code of the product / service*

% to total turnover of the company

1

Wireless telecommunications activities

612

84.50%

Note: * As per National Industrial Classification - Ministry of Statistics and Programme Implementation.

III. Particulars of Holding, Subsidiary and Associate Companies

SI. No.

Name of the Company

Address

CIN / Registration No.

Effective % of shares held

Holding Company u/s 2(46) of the Companies Act, 2013

1.

Bharti Telecom Limited

Airtel Centre, Plot No. 16, Udyog Vihar, Phase- IV, Gurugram, Haryana - 122001

U32039HR1985PLC032091

50.10

Subsidiary Companies u/s 2(87)(ii) of the Companies Act, 2013

1.

Bharti Airtel Services Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110 070

U64201DL1997PLC091001

100

2.

Bharti Hexacom Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110 070

U74899DL1995PLC067527

70

3.

Bharti Infratel Limited

901, Park Centra, Sector 30, NH-8, Gurugram, Haryana - 122001

L64201HR2006PLC073821

53.51

4.

Smar Tx Services Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110070

U64202DL2015PLC285515

53.51

5.

Indo Teleports Limited (Formerly known as Bharti Teleports Limited)

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi - 110 070

U32204DL2008PLC183976

99.99

6.

Bharti Telemedia Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi- 110 070

U92200DL2006PLC156075

80

7.

Airtel Payments Bank Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi- 110 070

U64200DL2010PLC201058

80.10

8.

Telesonic Networks Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi- 110 070

U64200DL2009PLC325406

100

9.

Nxtra Data Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi- 110 070

U72200DL2013PLC254747

100

10.

Wynk Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi- 110 070

U74140DL2015PLC275325

100

11.

Nettle Infrastructure Investments Limited (formerly known as Nettle Developers Limited w.e.f March 14, 2017)

3rd Floor, Worldmark 2 Asset 8, Aerocity NH-8 New Delhi

U93000DL2010PLC301236

100

12.

Bharti Digital Networks Private Limited (Formerly known as Tikona Digital Networks Private Limited)

Bharti Crescent 1 Nelson Mandela Road, Vasant Kunj New Delhi - 110070

U72900DL2008PTC325106

100

13.

Bharti Airtel (France) SAS

88, ter Avenue du General Leclerc, 92100 Boulogne Billancourt, France

RCS Nanterre 523 035 426

100

14.

Bharti Airtel (Hong Kong) Limited

4th Floor, Cheung Hing Industrial Building, 12P Smithfield Road, Kennedy Town, Hong Kong

1080074

100

15.

Bharti Airtel (Japan) Private Limited

Shinjuku Park Tower 30th Floor, 7-1, Nishi Shinjuku 3-chome, Shinjuku-ku, Tokyo

0111-01-055989

100

16.

Bharti Airtel (UK) Limited

10 Queen Street Place, London, United Kingdom, EC4R 1AG

05917314

100

17.

Bharti Airtel (USA) Limited

335 Madison Avenue 12th floor, New York, NY 10017

F-060912000-217

100

18.

Bharti Airtel International (Mauritius) Limited

SGG Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius

094380 C1/GBL

100

19.

Bharti Airtel International (Netherlands) B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34387410

68.31

20.

Bharti Airtel Lanka (Private) Limited

Level 11, West Tower, World Trade Center, Echelon Square, Colombo 1, Sri Lanka

PV 10652

100

21.

Bharti International (Singapore) Pte. Ltd.

150, Orchard Road, #08-01, Orchard

2010-05788-R

100

 

 

Plaza, Singapore

 

 

22.

Bharti Airtel International (Mauritius) Investments Limited

SGG Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius

154803 C1/GBL

100

23.

Network i2i Limited

SGG Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius

25951/6339

100

24.

Africa Towers N.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

50979965

68.31

25.

Airtel (Seychelles) Limited

Emerald House, Providence, Mahe, East Coast, Victoria, P.O. Box 1358, Seychelles

841930-1

68.31

26.

Airtel Congo S.A.

2eme etage, Immeuble SCI MONTE CRISTO, Rond-point de la Gare, Croisement du Boulevard Denis SASSOU NGUESSO et de I'avenue Orsy B.P: 1038, Brazzaville - Republique du Congo

CG/BZV/07 B299

61.48

27.

Airtel Gabon S.A.

Immeuble Libreville Business Square, Rue Pecqueur, B.P. 9259, Libreville, Gabon

RG LBV 2001/B01000

66.91

28.

Airtel Madagascar S.A.

Immeuble Kube B, Zone Galaxy, Andraharo, Antananarivo 101, Madagascar

1997B00392

68.31

29.

Airtel Malawi Limited

Airtel Complex, City Centre, Off Convention Drive, P.O. Box 57, Lilongwe, Malawi

5114

68.31

30.

Airtel Mobile Commerce B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34375413

68.31

31.

Airtel Mobile Commerce Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34381129

68.31

32.

Airtel Mobile Commerce (Kenya) Limited

Parkside Towers, Mombasa Road, P.O. Box 73146-00200, Nairobi, Kenya

C 169576

68.31

33.

Airtel Mobile Commerce Limited

Airtel Complex, City Centre, Off Convention Drive, P.O. Box 57, Lilongwe, Malawi

9831

68.31

34.

Airtel Mobile Commerce Madagascar S.A.

Immeuble Kube B, Zone Galaxy, Andraharo, Antananarivo 101, Madagascar

2011B00235

68.31

35.

Airtel Mobile Commerce Rwanda Limited

Gasabo District, Remera, Umiyivi wa Kigali, Rwanda

102933620

68.31

36.

Airtel Mobile Commerce (Seychelles) Limited

Emerald House, Providence, East Coast Victoria, P.O. Box 1358, Mahe, Seychelles

8412656-1

68.31

37.

Airtel Mobile Commerce (Tanzania) Limited

Airtel House, Block 41 Corner of All Hassan Mwinyi Road/Kawawa Road, Kinondoni District P.O. Box 9623, Dar es Salaam, Tanzania

79802

68.31

38.

Airtel Mobile Commerce Tchad S.a.r.l.

Avenue Charles De Gaulle, BP: 5665, N'Djamena, Tchad

TC/NDJ/10B 183

68.31

39.

Airtel Mobile Commerce Uganda Limited

Airtel House, Plot 16A, Clement Hill Road, Nakasero, P. O. Box 6771, Kampala, Uganda

123833

68.31

40.

Airtel Mobile Commerce Zambia Limited

Airtel House, Plot 2375, Corner Addis Ababa Drive and Great East Road, Lusaka, Zambia

120090080052

68.31

41.

Airtel Money (RDC) S.A.

127, Avenue de Plateau, Gombe, Kinshasa,

CD/KIN/RCCM/14-B-6552

67.34

 

 

Republique Democratique du Congo

 

 

42.

Airtel Money Niger S.A.

Route de I'aeroport, B.P. 11 922 Niamey, Niger

RCCM-NI-NIA-2009-B-1848

61.48

43.

Airtel Money S.A.

Boulevard du Bord de Mer, Immeuble Concorde, Libreville, Gabon

RG LBV 2001 B 09955

68.31

44.

Airtel Networks Kenya Limited

Parkside Towers, Mombasa Road, P. O. Box 73146-00200, Nairobi, Kenya

C. 140223

68.31

45.

Airtel Networks Limited

Plot L2, 401 Close, Banana Island, Ikoyi Lagos, Nigeria

RC398557

62.69

46.

Airtel Networks Zambia Plc

Airtel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia

38136

65.82

47.

Airtel Rwanda Limited

Airtel Building Gasabo District, Remera, Nyabisindu, P.O. Box 4164, Kigali, Rwanda

102437818

68.31

48.

Airtel Tanzania Public Limited Company(formerly known as Airtel Tanzania Limited)

Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road/Kawawa Road, Kinondoni District P.O. Box 9623, Dar es Salaam, Tanzania

41291

40.99

49.

Airtel Tchad S.A.

Rue du Commandant Galyant Negal, B.P. 5665, N'Djamena, Tchad

TC-NDJ 063/B/99

68.31

50.

Airtel Uganda Limited

Airtel Towers, Plot 16A Clement Hill Road, Nakasero P.O. Box 6771, Kampala -Uganda

V-232-36

68.31

51.

Bharti Airtel Africa B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08076497

68.31

52.

Bharti Airtel Chad Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34125184

68.31

53.

Bharti Airtel Congo Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08077621

68.31

54.

Bharti Airtel Developers Forum Limited

Stand No. 2375 Corner of Great East/ Addis Ababa Road, Lusaka, Zambia

82795

65.82

55.

Bharti Airtel Gabon Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08078528

68.31

56.

Bharti Airtel Kenya B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

38023926

68.31

57.

Bharti Airtel Kenya Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34164357

68.31

58.

Bharti Airtel Madagascar Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34204848

68.31

59.

Bharti Airtel Malawi Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08077659

68.31

60.

Bharti Airtel Mali Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34164359

68.31

61.

Bharti Airtel Niger Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34143743

68.31

62.

Bharti Airtel Nigeria B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34164360

68.31

63.

Bharti Airtel Nigeria Holdings II B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08077623

68.31

64.

Bharti Airtel RDC Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

34125193

68.31

65.

Bharti Airtel Services B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08077657

68.31

66.

Bharti Airtel Tanzania B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08078747

68.31

67.

Bharti Airtel Uganda Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08078530

68.31

68.

Bharti Airtel Zambia Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

08076501

68.31

69.

Celtel (Mauritius) Holdings Limited

c/o Ocorian Corporate Services (Mauritius) Ltd, 6th floor, Tower A, 1 Cybercity Ebene, Mauritius

C18259/3238 C1/GBL

68.31

70.

Airtel Congo (RDC) S.A.

278, avenue de I'Equateur, Gombe, Kinshasa, Republique Democratique du Congo

CD/KNG/RCCM/13-B-01054

67.29

71.

Celtel Niger S.A.

2054 Route de aeroport, BP 11 922, Niamey, Niger

RCCM-NI-NIM-2004-B 768

61.48

72.

Channel Sea Management Company (Mauritius) Limited

c/o Ocorian Corporate Services (Mauritius) Ltd, 6th floor, Tower A, 1 Cybercity, Ebene, Mauritius

C18258/3237 C1/GBL

68.31

73.

Congo RDC Towers S.A.

Corner Avenues du Tchad & Bas -Congo, Kinshasa, Gombe, Republique Democratique du Congo

CD/KIN-RCCM/14-B-4040

68.31

74.

Gabon Towers S.A.

124 Avenue Boue, BP 9259, Libreville, Gabon

RG LBV 2011B11106

66.91

75.

Indian Ocean Telecom Limited

28 Esplanade, St. Helier, Jersey JE1 8SB, Channel Islands

70138

68.31

76.

Madagascar Towers S.A.

Immeuble Kube B, Zone Galaxy Andraharo, Antananarivo 101, Madagascar

2011 B 00184

68.31

77.

Malawi Towers Limited

Airtel Complex, City Centre, Off Convention Drive, P.O Box 57, Lilongwe, Malawi

10995

68.31

78.

Mobile Commerce Congo S.A.

2eme etages, Immeuble SCI Monte Cristo, Pond Point de la Gare, Croisement du Boulevard Denis Sassou Nguesso & de I'avenue Orsy Centre Ville, BP 1038, Brazzaville - Republique du Congo

CG/BZV/09 B 1796

68.31

79.

Montana International

c/o Ocorian Corporate Services (Mauritius) Ltd, 6th floor, Tower A, 1 Cybercity Ebene, Mauritius

6/97/2593 C2/GBL

68.31

80.

Partnership Investments S.a.r.l

Corner avenues Tchad & Bas-Congo, Kinshasa, Gombe, Republique Democratique du Congo

CD/KIN/RCCM/14-B-4497

68.31

81.

Societe Malgache de Telephone CellulaireS.A.

c/o Ocorian Corporate Services (Mauritius) Ltd, 6th floor, Tower A, 1 Cybercity, Ebene, Mauritius

C19022/3479/C1/GBL

68.31

82.

Tanzania Towers Limited

Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road/Kawawa Road, Kinondoni District P.O.Box 9623, Dar es Salaam, Tanzania

82086

40.99

83.

Bharti Airtel Rwanda Holdings Limited

c/o Ocorian Corporate Services (Mauritius) Ltd, 6th floor, Tower A, 1 Cybercity, Ebene, Mauritius

C083311 Cl/GBL

68.31

84.

Airtel Money Transfer Limited

Parkside Towers, Mombasa Road, P.O. Box 73146-00200, Nairobi, Kenya

CPR/2015/199517

68.31

85.

Airtel Money Tanzania Limited

Airtel House, Block 41, Corner of All Hassan Mwinyi Road/Kawawa Road, Kinondoni District P.O.Box 9623, Dar es Salaam, Tanzania

127040

40.99

86.

Airtel Mobile Commerce Nigeria Limited

Plot L2, Banana Island, Foreshore Estate/ Ikoyi Lagos, Nigeria

1435923

62.29

87.

Airtel International LLP (w.e.f March 27, 2019)

Plot No. 5, Sector 34, Gurgaon, Haryana, -122001, India

AAO-6642

68.31

88.

Airtel Africa Mauritius Limited (w.e.f June 28, 2018)

SGG Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius

157279 Cl/GBL

100

89.

Bharti Airtel Overseas (Mauritius) Limited (w.e.f. June 28, 2018)

SGG Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius

157278 Cl/GBL

100

90.

Bharti Airtel Holding (Mauritius) Limited (w.e.f. June 27,2018)

SGG Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius

157239 Cl/GBL

100

91.

Airtel Africa Limited (w.e.f. July 12, 2018)

53/54 Grosvenor Street London W1K 3HU

11462215

68.31

92.

Airtel Mobile Commerce Nigeria B.V. (w.e.f. December 5, 2018)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73275166

68.31

93.

Airtel Mobile Commerce Congo B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837342

68.31

94.

Airtel Mobile Commerce (Seychelles) B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837652

68.31

95.

Airtel Mobile Commerce Madagascar B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837938

68.31

96.

Airtel Mobile Commerce Kenya B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837768

68.31

97.

Airtel Mobile Commerce Rwanda B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837326

68.31

98.

Airtel Mobile Commerce Malawi B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837814

68.31

99.

Airtel Mobile Commerce Uganda B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73838128

68.31

100.

Airtel Mobile Commerce Tchad B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73837555

68.31

101.

Airtel Mobile Commerce Zambia B.V. (w.e.f. January 29, 2019)

Overschiestraat 65, 1062 XD Amsterdam, the Netherlands

73838004

68.31

 

Associates u/s 2(6) of the Companies Act, 2013

 

 

 

1.

Seychelles Cable Systems Company Limited

Caravelle House, 3rd floor, Victoria, Mahe, Seychelles

846498-1

17.76

2.

Robi Axiata Limited

53 Gulshan South Avenue, Gulshan-1, Dhaka 1212, Bangladesh

C29552

25

3.

Seynse Technologies Private Limited

Villa No. 4, House No. 22/296 Naroo Heights, Opp. Manipal Hospital Dona Paula, North Goa

U74999GA2015PTC007655

22.54

4.

Aban Green Power Private Limited

Anpriya Crest 113, Pantheon Road Egmore, Chennai, Tamil Nadu

U40103TN2013PTC090446

24.88

5.

Juggernaut Books Private Limited

118, Shahpur Jat 4th Floor, K.S. House New delhi South Delhi DL 110049 IN

U22219DL2015PTC280186

20.34

6.

Greenergy Wind Corporation Private Limited

No. 3, 2nd Floor Queens Road Cross Near Congress Committee Office Bangalore KA 560052

U40104KA2012PTC062414

20.33

7.

Editorji Technologies Private Limited (w.e.f August 29, 2018)

Sanjovik, Khasra No. 382/2, Mandi Road Next to Tata Sky PO Chattarpur Delhi South West Delhi - 110074

U74999DL2018PTC328540

20

 

Joint Venture Companies u/s 2(6) of the Companies Act, 2013

 

 

 

1.

Indus Towers Limited

Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase - II, New Delhi- 110 070

U92100DL2007PLC170574

25.89

2.

Bridge Mobile Pte Limited

750 Chai Chee Road, Technopark@ ChaiChee, The Oasis, #03-02/0, Singapore 469000

200413856E

10

3.

Firefly Networks Limited

A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi- 110044

U74999DL2014PLC264417

50

4.

Bharti Airtel Ghana Holdings B.V.

Overschiestraat 65, 1062 XD Amsterdam, The Netherlands

34204633

50

5.

Airtel Ghana Limited

Millicom Place, Barnes Road, PMB-TUC, Accra, Ghana

CS653052015

49.95

6.

Airtel Mobile Commerce (Ghana) Limited

Millicom Place, Barnes Road, PMB-TUC, Accra, Ghana

CS050612017

49.95

7.

Millicom Ghana Company Limited

Millicom Place, Barnes Road, PMB-TUC, Accra, Ghana

CS417992014

49.95

8.

Mobile Financial Services Limited

Millicom Place, Barnes Road, PMB-TUC, Accra, Ghana

CA-72,549

50

 

 

 

 

 

IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category- Wise Share Holding

SI. No.

Category of shareholders

Number of shares held at the beginning of the year i.e. April 01, 2018

Number of shares held at the end of the year i.e. March 31, 2019

% change during the year

 

 

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% Of total shares

(I)

(II)

(III)

(IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X)

(XI)

(A)

Promoterand Promoter Group

 

 

 

 

 

 

 

 

 

(1)

INDIAN

 

 

 

 

 

 

 

 

 

(a)

Individual / HUF

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Central Government / State Government(s)

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Bodies Corporate

2,002,818,452

0

2,002,818,452

50.10

2,002,818,452

0

2,002,818,452

50.10

0.00

(d)

Financial Institutions / Banks

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub-Total A(1):

2,002,818,452

0

2,002,818,452

50.10

2,002,818,452

0

2,002,818,452

50.10

0.00

(2)

FOREIGN

 

 

 

 

 

 

 

 

 

(a)

Individuals (NRIs/ Foreign Individuals)

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Bodies Corporate

680,963,103

0

680,963,103

17.04

680,963,103

0

680,963,103

17.04

0.00

(c)

Institutions

0

0

0

0.00

0

5

5

0.00

0.00

(d)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub-Total A(2):

680,963,103

0

680,963,103

17.04

680,963,103

5

680,963,108

17.04

0.00

 

Total A=A(1)+A(2)

2,683,781,555

0

2,683,781,555

67.14

2,683,781,555

5

2,683,781,560

67.14

0.00

(B)

Public Shareholding

 

 

 

 

 

 

 

 

 

(1)

INSTITUTIONS

 

 

 

 

 

 

 

 

 

(a)

Mutual Funds / UTI

264,178,731

0

264,178,731

6.60

332,166,717

0

332,166,717

8.31

1.71

(b)

Financial Institutions/ Banks

3,108,671

0

3,108,671

0.08

3,386,527

0

3,386,527

0.08

0.00

(c)

Central Government/ State Government(s)

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Insurance Companies

227,466,498

0

227,466,498

5.69

193,815,581

0

193,815,581

4.85

-0.84

(f)

Foreign Institutional Investors

737,453,635

0

737,453,635

18.45

703,956,986

0

703,956,986

17.61

-0.84

(g)

Foreign Venture Capital Investors

0

0

0

0.00

0

0

0

0.00

0.00

(h)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

0)

Alternate Investment Fund

1,561,266

0

1,561,266

0.04

345,239

0

345,239

0.01

-0.03

 

Sub-Total B(l):

1,233,768,801

0

1,233,768,801

30.86

1,233,671,050

0

1,233,671,050

30.86

0.00

(2)

Non-Institution

 

 

 

 

 

 

 

 

 

(a)

Bodies Corporate

18,657,340

5444250

24,101,590

0.61

18,463,268

5,444,250

23,907,518

0.60

-0.01

(b)

Individuals

 

 

 

 

 

 

 

 

 

 

(i) Individuals holding nominal share capital upto Rs. 1 lakh

24,534,573

6904

24,541,477

0.62

22,488,756

4071

22,492,827

0.56

-0.06

 

(ii) Individuals holding nominal share capital in excess of Rs. 1 lakh

13,324,375

0

13,324,375

0.33

11,424,085

0

11,424,085

0.29

-0.04

(c)

Others

 

 

 

 

 

 

 

 

 

 

Clearing Members

2,536,099

0

2,536,099

0.06

7,671,705

0

7,671,705

0.19

0.13

 

Foreign Bodies

2,532,710

0

2,532,710

0.06

2,182,710

0

2,182,710

0.05

-0.01

 

Investor Education and Protection Fund

49,273

0

49,273

0.00

49,273

0

49,273

0.00

0.00

 

NBFC

12,358

0

12,358

0.00

900

0

900

0.00

0.00

 

Non Resident Indians

1,568,737

0

1,568,737

0.04

1,114,291

0

1,114,291

0.03

-0.01

 

NRI Non-Repatriation

747,080

0

747,080

0.02

608,025

0

608,025

0.02

0.00

 

Employees ESOP Trust

1,719,041

0

1,719,041

0.04

140,000

0

140,000

0.00

-0.04

 

Trusts

8,717,006

0

8,717,006

0.22

10,356,136

0

10,356,136

0.26

0.04

(d)

Qualified Foreign Investor

0

0

0

0.00

27

0

27

0.00

0.00

 

Sub-Total B(2):

74,398,592

5451154

79,849,746

2.00

74,499,176

5,448,321

79,947,497

2.00

0.00

 

Total Public Shareholding

1,308,167,393

5451154

1,313,618,547

32.86

1,308,170,226

5,448,321

1,313,618,547

32.86

0.00

 

B=B(1)+B(2):

 

 

 

 

 

 

 

 

 

 

Total (A+B) :

3,991,948,948

5451154

3,997,400,102

100.00

3,991,951,781

5,448,326

3,997,400,107

100.00

0.00

(C)

Shares held by custodians for GDR's and ADR's

 

 

 

 

 

 

 

 

 

(1)

Promoter and Promoter Group

 

 

 

 

 

 

 

 

 

(2)

Public

0

0

0

0.00

0

0

0

0.00

0.00

 

Grand Total (A+B+C):

3,991,948,948

5451154

3,997,400,102

100.00

3,991,951,781

5,448,326

3,997,400,107

100.00

 

(ii) Shareholding of Promoters / Promoter Group

SI.

Name of the Share

Shareholding at the beginning of the Year

Shareholding at the end of the Year

% change in shareholding during the year

No

. Holder

No. of Shares

% of total shares of the Company

% of shares pledged / encumbered to total shares

No. of Shares

% of total shares of the Company

% of shares pledged / encumbered to total shares

1

Bharti Telecom Limited

2,00,28,18,452

50.10

 

2,00,28,18,452

50.10

 

0.00

2

Pastel Limited

59,13,19,300

14.79

-

59,13,19,300

14.79

-

0.00

3

Indian Continent Investment Limited

8,11,50,803

2.03

-

8,11,50,803

2.03

-

0.00

4

Viridian Limited

84,93,000

0.21

 

84,93,000

0.21

 

0.00

 

Total

2,68,37,81,555

67.13

-

2,68,37,81,555

67.13

-

0.00

Notes:

1. Bharti Telecom Limited is promoter of Bharti Airtel limited as prescribed in its IPO Prospectus dated February 07, 2002.

2. Pastel Limited qualifies as "deemed promoter" u/r 2(l)(1) of the SEBI (Substantial Acquisition and takeover) Regulations, 2011 but is not having control over the listed company nor is "person acting in concern" with promoter (Bharti Telecom Limited) as specified u/r 2(1) (q) of the Regulations.

3. Indian Continent Investment Limited is person acting in concern with promoter (Bharti Telecom Limited).

4. Viridian Limited is person acting in concern with Pastel Limited. As mentioned above, Pastel Limited qualifies as "Deemed Promoter" u/r 2(l)(t) of SEBI (Substantial Acquisition and Takeover) Regulations, 2011 but is not having control over the listed company nor is "person acting in concern" with promoter (Bharti Telecom Limited) as specified u/r 2(1) (q) of the Regulations.

(iii) Change in Promoter Shareholding

There was no change in shareholding of promoters during the year.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Promoter Group and Holders of GDRs and ADRs):

SI. No.

Name of the Shareholder

Shareholding

Cumulative Shareholding during the Year

 

 

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

1

LIC New Endwonment Plus

 

 

 

 

 

At the beginning of the year

150,182,863

3.76

150,182,863

3.76

 

Bought during the year

-

-

 

 

 

Sold during the year

1,648,814

0.04

148,534,049

3.72

 

At the end of the year

148,534,049

3.72

148,534,049

3.72

2

ICICI Prudential Value Fund

 

 

 

 

 

At the beginning of the year

63,216,705

1.58

63,216,705

1.58

 

Bought during the year

98,116,114

2.46

161,332,819

4.04

 

Sold during the year

23,511,924

0.59

137,820,895

3.45

 

At the end of the year

137,820,895

3.45

137,820,895

3.45

3

SBI Blue Chip Fund

 

 

 

 

 

At the beginning of the year

53,049,422

1.33

53,049,422

1.33

 

Bought during the year

20,074,675

0.50

73,124,097

1.83

 

Sold during the year

12,262,016

0.31

60,862,081

1.52

 

At the end of the year

60,862,081

1.52

60,862,081

1.52

4

Franklin India Debt Hybrid Fund

 

 

 

 

 

At the beginning of the year

38,845,297

0.97

38,845,297

0.97

 

Bought during the year

10,188,118

0.26

49,033,415

1.23

 

Sold during the year

2,011,485

0.05

47,021,930

1.18

 

At the end of the year

47,021,930

1.18

47,021,930

1.18

5

Franklin Templeton Investment Funds

 

 

 

 

 

At the beginning of the year

14,936,930

0.37

14,936,930

0.37

 

Bought during the year

27,582,077

0.69

42,519,007

1.06

 

Sold during the year

 

 

 

 

 

At the end of the year

42,519,007

1.06

42,519,007

1.06

6

Fort Canning Investments Pte. Ltd.

 

 

 

 

 

At the beginning of the year

22,060,117

0.55

22,060,117

0.55

 

Bought during the year

18,600,082

0.47

40,660,199

1.02

 

Sold during the year

 

-

-

0

 

At the end of the year

40,660,199

1.02

40,660,199

1.02

7

ICICI Prudential Life Insurance Company Limited

 

 

 

 

 

At the beginning of the year

51,186,541

1.28

51,186,541

1.28

 

Bought during the year

4,766,861

0.12

55,953,402

1.40

 

Sold during the year

25,672,757

0.64

30,280,645

0.76

 

At the end of the year

 

 

 

 

8

Templeton Growth Fund, Inc.

 

 

 

 

 

At the beginning of the year

 

-

-

0.00

 

Bought during the year

29,169,885

0.73

29,169,885

0.73

 

Sold during the year

 

 

 

 

 

At the end of the year

29,169,885

0.73

29,169,885

0.73

g

Reliance Capital Trustee Co. Limited

 

 

 

 

 

At the beginning of the year

23,860,775

0.60

23,860,775

0.60

 

Bought during the year

25,504,178

0.63

49,364,953

1.23

 

Sold during the year

25,614,015

0.64

23,750,938

0.59

 

At the end of the year

23,750,938

0.59

23,750,938

0.59

10

Platinum International Fund

 

 

 

 

 

At the beginning of the year

16,008,098

0.40

16,008,098

0.40

 

Bought during the year

7,273,374

0.18

23,281,472

0.58

 

Sold during the year

 

 

 

 

 

At the end of the year

23,281,472

0.58

23,281,472

0.58

11

SRS Partners Master Fund

 

 

 

 

 

At the beginning of the year

18,476,933

0.46

18,476,933

0.46

 

Bought during the year

12,947,981

0.32

31,424,914

0.78

 

Sold during the year

8,864,103

0.22

22,560,811

0.56

 

At the end of the year

22,560,811

0.56

22,560,811

0.56

12

Vanguard Emerging Markets Stock Index Fund

 

 

 

 

 

At the beginning of the year

21,384,309

0.53

21,384,309

0.53

 

Bought during the year

798,492

0.02

22,182,801

0.55

 

Sold during the year

1,993,799

0.05

20,189,002

0.50

 

At the end of the year

20,189,002

0.50

20,189,002

0.50

13

Vanguard Total Interenational Stock Index Fund

 

 

 

 

 

At the beginning of the year

17,197,309

0.43

17,197,309

0.43

 

Bought during the year

2,581,328

0.06

19,778,637

0.49

 

Sold during the year

-

 

 

-

 

At the end of the year

19,778,637

 

19,778,637

0.49

14

UTI Multi Cap Fund

 

 

 

 

 

At the beginning of the year

13,105,058

0.33

13,105,058

0.33

 

Bought during the year

6,113,570

0.15

19,218,628

0.48

 

Sold during the year

286,855

0.01

18,931,773

0.47

 

At the end of the year

18,931,773

0.47

18,931,773

0.47

15

Dimensional Emerging Markets Value Fund

 

 

 

 

 

At the beginning of the year

12,788,096

0.32

12,788,096

0.32

 

Bought during the year

4,297,976

0.11

17,086,072

0.43

 

Sold during the year

-

 

 

-

 

At the end of the year

17,086,072

0.43

17,086,072

0.43

 

Note: The details of shareholding are maintained by respective Depositories and it is not feasible to provide daily change in the shareholding of top ten shareholders. Therefore, consolidated changes during the year 2018-19 has been provided.

(v) Shareholding of Directors and Key Managerial Personnel

SI. No.

Name of the Director or KMP

Shareholding at the beginning of the Year

Date

Increase / Decrease in share holding

Reasons

Cumulative Shareholding during the year / Shareholding at the end of the Year

 

 

No. of Shares

% of total shares of the Company

 

 

No. of Shares

% of total shares of the Company

Key Managerial Personnel

 

 

 

 

 

 

1.

Mr. Go pal Vittal

298,885

0.01

31-May-18

23,779

 

3,22,664

0.01

 

Managing Director

 

 

05-Jun-18

20,000

 

3,42,664

0.01

 

& CEO (India &

 

 

30-Aug-18

10,000

 

3,52,664

0.01

 

South Asia)

 

 

11-Sep-18

10,000

Share alloted under ESOP

3,62,664

0.01

 

 

 

 

17-Sep-18

20,000

3,82,664

0.01

 

 

 

 

15-Oct-18

30,000

4,12,664

0.01

 

 

 

 

04-Dec-18

20,000

4,32,664

0.01

 

 

 

 

17-Dec-18

20,000

 

4,52,664

0.01

 

 

 

 

04-Jan-19

20,000

 

4,72,664

0.01

 

 

 

 

18-Jan-19

20,000

 

4,92,664

0.01

 

 

 

 

25-Feb-19

30,000

 

5,22,664

0.01

2.

Mr. Badal Bagri,

Nil

 

19-Mar-2019

6,690

Share alloted under ESOP

6,690

0.00

 

CFO*

 

 

28-Mar-2019

3,841

10,531

0.00

 

 

 

 

 

 

 

 

3.

Mr. Nilanjan Roy,

13,003

 

11-Feb-19

7,729

Share alloted under ESOP

20,732

0.00

 

Global CFO*

 

 

19-Feb-19

8,582

29,314

0.00

Note: No other Director and Key Managerial Personnel hold shares as on March 31, 2019.

*Mr. Badal Bagri was appointed as a CFO of the Company w.e.f March 1, 2019 in place of Mr. Nilanjan Roy who resigned as a Global CFO of the Company w.e.f. February 28, 2019.

V. Indebtedness

Indebtedness of the Company including interest outstanding / accrued but not due for payment

 

 

 

 

(Rs. Millions)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebteness

Indebtedness at the beginning of the financial year

 

 

 

i) Principal Amount

29

654,129

 

654,158

ii) Interest due but not paid

-

-

-

-

iii) Interest accured but not due

 

23,681

-

23,681

Total (i+ii+iii)

29

677,810

-

677,840

Change in indebtedness during the financial year

 

 

 

Addition

5

441,769

-

441,774

Reduction

24

258,009

 

258,033

Net Change

(19)

183,760

-

183,741

Indebtedness at the end of the financial year

 

 

 

i) Principal Amount

10

837,889

 

837,899

ii) Interest due but not paid

-

-

-

-

iii) Interest accured but not due

 

29,221

 

29,221

Total (i+ii+iii)

10

867,110

-

867,120

           

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and / or Manager:

 

 

 

 

(Rs. Millions)

SI. No.

Particulars of Remuneration

Name of Managing Director/ Whole-time Director/ Manager

Total Amount

 

 

Mr. Sunil Bharti Mittal, Chairman

Mr. Gopal Vittal, Managing Director & CEO (India & South Asia)

 

(1)

Gross salary

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

269.78

128.85

398.63

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

18.70

0.03*

18.74

 

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

 

 

 

(2)

Stock Option**

 

73.48

73.48

(3)

Sweat Equity

-

-

-

(4)

Commission

-

-

-

 

- as % of profit

 

 

 

 

- others, specify...

-

-

-

(5)

Others - PF Contribution

21.57

6.69

28.26

 

Total (A)

310.05

209.05

519.11

 

Ceiling as per the Act***

98.16

120.29

 

Note:

During the year, Mr. Gopal Vittal was granted 168,720 stock options on August 8, 2018 under ESOP Scheme 2005 at an exercise price of Rs. 5 per option, with a vesting period spread over 3 years.

Value of Performance Linked Incentive ('PLI') considered above represents incentive which will accrue at 100% performance level for FY 2018-19 and will get paid basis actual performance parameters in the next year.

*Value of perquisites u/s 17 (2) Income Tax Act, 1961 does not include perquisite value of Rs. 73.48 Mn towards stock options exercised by Mr. Gopal Vittal during FY 2018-19. The same has been shown separately in point no. (2).

** In accordance with the definition of perquisite under the Income Tax Act, 1961, the value of stock options only on those shares that have been exercised during the period is provided. Accordingly the value of stock options granted during the financial year is not included.

*** The ceiling limits are based on effective capital as per Schedule V of the Companies Act, 2013.

B. Remuneration to Non-Executive Directors including Independent Directors:

 

 

 

(Rs. Millions)

Independent Directors

Fee for attending board / committee meetings

Commission

Total

Mr. Ben Verwaayen

0.30

-

0.30

Mr. Craig Ehrlich

0.30

 

0.30

Mr. D.K. Mittal

1.00

 

1.00

Mr. Manish Kejriwal

0.20

-

0.20

Mr. Shishir Priyadarshi

0.60

-

0.60

Mr. V.K. Viswanathan

0.90

-

0.90

Ms. Kimsuka Narasimhan

 

 

 

Total B1

3.30

 

3.30

Other Non-Executive Directors

 

 

 

Mr. Rakesh Bharti Mittal

-

-

-

Ms. Chua Sock Koong

-

-

-

Ms. Tan Yong Choo

 

 

 

Total B2

-

-

-

TOTAL B = (B1 + B2)

3.30

-

3.30

Ceiling as per the Act

N.A.

 

 

Total Managerial Remuneration (A+B) Rs. 522.41 Mn

 

 

 

Total ceiling as per the act (11%)

In view of inadequate profits as computed under Section 198 of the Companies act, 2013, ('the Act') no Commission is payable to Non-Executive (including Independent Directors) for the financial year 2018-19. The ceiling limits for Executive Directors mentioned in (A) above are based on effective capital as per Schedule V of the Act.

C. Remuneration to Key Managerial Personnel other than Managing Director/Whole-time Director/ Manager:

 

 

 

 

 

(Rs. Millions)

SI.

Particulars of Remuneration

Key Managerial Personnel

Total

No.

 

Mr. Nilanjan Roy Global CFO**

Mr. Pankaj Tewari Sr.VP & Company Secretary

Mr. Badal Bagri CFO*

Amount

(1)

Gross salary

 

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

42.62^

9.69

26.48

78.79

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961*

0.04

 

0.05

0.09

 

(c) Profits in lieu of salary u/s 17(3) Income-tax Act, 1961

-

-

-

-

(2)

Stock Options@

4.89

-

-

4.89

(3)

Sweat Equity

-

-

-

-

(4)

Commission

 

 

 

 

 

- as % of profit

 

 

 

 

 

- others, specify...

 

 

 

 

(5)

others - PF Contribution

1.32

0.50

1.25

3.07

 

TOTAL

48.87

10.19

27.78

86.84

Notes:

Value of Performance Linked Incentive (PLI) considered above represents incentive which will accrue at 100% performance level for FY 2018-19 and will get paid basis actual performance parameters in the next financial year.

*Value of perquisites u/s 17(2) Income Tax Act, 1961 does not include perquisite value of Rs. 4.89 Mn towards stock options exercised by Mr. Nilanjan Roy during FY 2018-19. The same has been shown separately in point no. (2).

**Mr. Nilanjay Roy ceased to be Global CFO of the Company w.e.f February 28, 2019.

>Salary u/s 17(1) includes value of cash payout of ? 9.07 Mn under performance based long term incentive plan.

•Mr. Badal Bagri was appointed as CFO w.e.f March 01, 2019. However, the remuneration provided above is for the financial year 2018-19.

@ln accordance with the definition of perquisites under the Income Tax Act, 1961, the value of stock options only on those shares that have been exercised

during the period is provided. Accordingly, the value of stock options granted to KMPs viz. 30,286 stock options to Mr. Nilanjan Roy, 25,983 stock options to

Mr. Badal Bagri and 13,498 stock options to Mr. Pankaj Tewari, Company Secretary, is not included.

VII. Penalties/ Punishment/Compounding of Offences

There were no penalties/ punishment/ compounding of offences for breach of any section of Companies Act against the Company or its Directors or other officers in default, if any during the year.

Annexure F

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(A) Conservation of energy

(i) The Company undertook various initiatives to reduce and conserve energy:

a. On Network side:

> In FY 2018-19, 3279 BTS sites have been converted into outdoor sites (with no air conditioner and reduced diesel consumption). The installation of outdoor BTS sites has led to reduction in energy consumption by around 25%.

> In FY 2018-19, 830 sites were installed with advance VRLA batteries and lithium-ion battery based batteries to reduce the consumption of DG set at telecom towers.

> Installed advanced batteries and Li-on batteries on 39,319 sites and 885 sites respectively. (Cumulative till Mar'19). This has enabled us to reduce our diesel consumption by around 600 liters per month.

> Our constant endeavour is to promote infrastructure sharing, along with our partners. Our efforts with partners to consolidate passive infrastructure and green initiatives have considerably reduced carbon emission in the entire industry. This initiative not only reduces operational cost for service providers by eliminating operational waste, but also promotes optimal use of resources. In FY 2018-19, over 57% of the total sites were deployed as shared sites.

> Auto-TRX shutdown feature, which reduces the energy requirement at non-peak hours is installed on all 2G sites.

b. Energy efficiency across Data Centres:

The Company puts emphasis on optimising the data center facilities, operations for energy conservation, improved space utilisation and enhanced performance. Some of the initiatives undertaken:

>. Installed energy efficient equipment and improvised some processes that have resulted in effective power savings, cost optimisation and lower emission of greenhouse gases.

>. During FY 2018-19, we installed LED lights in our data centres leading to saving of energy by 374,696 kWh.

> Installed HVAC cooling systems resulting in energy savings of 1,431,713 kWh.

>. Around 3,261,305 kWh energy saved through UPS optimization.

c. Energy efficiency in Airtel facilities:

> Adoption of various energy conservation measures including energy efficient air-conditioning and LED lights, leading to 1,567.34 MWh energy saved.

>. Around 95402 kWh energy saved through UPS optimization.

ii) Utilisation of green energy:

> Installation of Rooftop solar: The Company has installed around 20 solar power plants at MSC locations by the end of FY 2018-19, with a total capacity of around 1,168 Kwp.

> Green Power Wheeling for MSC: During the year under review, the Company signed Open Access contract for wheeling 55 Million units annually from green sources at multiple sites, contributing approximately 80%- 90% of the overall requirement.

> Hybrid and renewable energy solutions: Installed solar-DG hybrid model in 55 Sites resulting in diesel saving, on an average, of >550 litres per month for each site.

> More than 59,770 sites tagged as green sites requiring less than 100 liters of diesel in a quarter.

iii) The capital investment on energy conservation equipment is shown below:

Sr. No

Location

Capex (Rs. Mn)

Remarks

1

Own sites (Hexacom & Core)

11.9

(Amount derived from issued PO's, Including ED & CST)

2

TOCO (Indus & Infratel) & SP (Ericsson /NSN)

235.13 (Indus + Infratel only)

1) From ToCo cost of solution to be paid in 60 Installments, which will be built in monthly site rental.

2) BTS and MW IP 55 cabinet is procured against P.O.'s to SP's

3

Solar Roof to sites

10.13

170 KWp P.O. are issued in FY 17-18. Installation and commissioning will be completed in FY 18-19.

 

TOTAL

257.19

 

B. Technology absorption

1. The efforts made towards technology absorption

With over 560 million internet users, India is the second largest online market, ranked only behind China. 90% of the users are using internet service on mobile network. There are 1.16 billion wireless subscribers as opposed to a mere 22 million wire line subscribers.

With an objective to provide best in class mobile broadband experience to our customers and improvement in spectrum efficiency, Airtel envisaged deployment of 90,000 4G sites last year. This was a challenging task as this had to be deployed across India in partnership with multiple vendors. Every tower installation required proper wireless planning, MW planning, transport planning, availability of material, permission, alignment of material with ASP team, MW team, provisioning team. All the deployment was happening on live sites, which made this deployment exercise even more critical.

Data consumption increased by staggering 200%, to meet Increase in Data demand we have planned measures like 1800 & 2100 MHz spectrum refarming to 4G for improved indoor coverage for mobile broadband network, spectrum addition i.e. 20+10 in 4G along with 3CC carrier aggregation, spectrum integration of acquired operators for increasing capacity of 4G networks and increasing efficiency of the scarce spectrum resources.

Airtel network has now become truly heterogeneous. We have now moved to 4 technology & 6 layers, this has made the network very complex. As customers now have to traverse across technologies and layers, maintaining and improving the network experience becomes a challenge. To tackle this, Airtel has been digitalizing its journey from preventive approach towards proactive approach. As part of this journey, it has deployed one of the largest Open Stack platform to support the massive scale of Airtel's network. This platform houses Unified Fault management, Inventory Modules, Performance suite and Security Management. Airtel has partnered with multiple global vendors to achieve the vision. Mapping of all assets is carried out using auto discovery solution catering to physical inventory for radio, microwave and core elements. Further, on top of this, logical connectivity and service details are built. Network element wise near real time monitoring across all domains is tracked using Performance module. For Unified fault management, Airtel has partnered with reputable global vendor. All network OSS are north bound integrated with this module to carry out alarm analysis in intra and inter domain correlation to help in faster resolution of faults. Towards its efforts for enhancing enterprise customer's experience, configuration and service provisioning journey has been automated. Airtel has also deployed TWAMP technology which will help transition from alarm handling to optimizing performance proactively for end to end backhaul.

Airtel also is undergoing In-house analytics journey towards automation of process towards customer complaint reduction, network experience improvement, crowd-sourced data based planning / optimization initiatives and network audits.

These platforms have enabled automatic optimization of multi-layered networks, thereby reducing drop calls, network blocking, and increasing data throughputs for setting new benchmarks in end user experience.

2. The benefits derived like product improvement, cost reduction, product development or import substitution.

Through meticulous and effective planning and project management, we managed to deploy more than 90,000 4G towers in our network and additional 39,000 Km of fibre across India. We now connect more than 7,816 towns and 682,000 villages through highspeed broadband. We are now 4G provider in all circles and covers 89% of India's population on 4G.

Last year, Airtel became first company in India to launch 3CC carrier aggregation, LTE TD (20+10 MHz) and FD, on a commercial device reaching a speed of 145 Mbps. This year Airtel launched sub-band LTE on L900 in 10 circles & also refarm the 3G spectrum in 2100 band to L2100 in 10 circles. This has further provided improved coverage and capacity to customer. Dynamic sharing of spectrum and 2G spectrum refraining are now being implemented across many circle like Karnataka, Punjab, Rajasthan etc. VOLTE launch is completed now across all 22 circles for better Voice experience. Massive MIMO implementation on larger scale is being done now and already 400 Massive MIMO has been deployed across circle.

The Mobile core network have been Decentralization to Edge and PACO Locations have been increased from 23 locations to 28 locations. This de-centralization helped in reducing latency thereby improving user experience and download speeds. In parallel to this, inception of virtualized cloud infrastructure happened in PACO Network with deployment of Cloud based MME and PGW in network. This virtualization will become stepping stone for enabling Automation of Network in coming years.

This technology adaption and innovation helped us to manage the spectrum efficiently and provide a great broadband experience to our customers.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. the details of technology imported;

Only telecom equipment is imported, no technology is imported.

b. the year of import;

N.A.

c. whether the technology been fully absorbed;

N.A.

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

N.A.

4. The expenditure incurred on Research and Development.

Nil

The efforts made towards creating a digital Airtel

Our endeavour to create the future of digital experiences, we continue to set new benchmarks in innovation, service, customer relationships and excellence. During the year, we introduced an innovative customer experience with #airtelThanks - an industry first rewards program, bringing a host of benefits for our consumers. To convey our gratitude to our customers for their trust in us, #airtelThanks was accepted by millions of our customers.

We further set our foundation of innovation strong with introduction of Airtel X labs, Chatbot and Voicebots, My Circle App and use of technologies like Artifical Intelligence, loT and more. These tools and platforms have helped us strengthen our ability to expand our customer base, enrich customer experience and build a stronger operational excellence framework. The detailed report on various digital initiatives of the Company are given in section "Intellectual Capital" of this report.

C. Foreign Exchange Earnings and Outgo

Activities relating to initiatives taken to increase exports; development of new export markets for products and services, and export plans.

Total foreign exchange used and earned for the year:

(a) Total Foreign Exchange Earnings Rs. 45,929 Mn

(b) Total Foreign Exchange Outgo Rs. 226,775 Mn

Annexure G

Statement of Disclosure of Remuneration under Section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary during FY 2018-19 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2018-19 are as under:

s. No

Name of the Director

Remuneration of Director /KMP for FY 2018-19 (in Rs)

Percentage increase in remuneration in FY 2018-195

Ratio of remuneration of each Director to median remuneration of the employees of the Company1'4

 

Executive directors

 

 

 

1.

Mr. Sunil Bharti Mittal, Chairman

310,054,665

2.68

458.17

2.

Mr. Gopal Vittal, Managing Director & CEO (India & South Asia)

135,575,038*

7.22

200.34

 

Non-executive directors

 

 

 

3.

Mr. Rakesh Bharti Mittal

Nil

N.A.

N.A.

4.

Ms. Chua Sock Koong

Nil

N.A.

N.A.

5.

Ms. Tan Yong Choo

Nil

N.A.

N.A.

 

Independent Directors

 

 

 

6.

Mr. Ben Verwaayen6

300,000

N.A.

0.44

7.

Mr. Craig Ehrlich

300,000

N.A.

0.44

8.

Mr. D.K. Mittal

1,000,000

N.A.

1.48

9.

Mr. Manish Kejriwal

200,000

N.A.

0.30

10,

Mr. Shishir Priyadarshi

600,000

N.A.

0.89

11.

Mr. V.K. Viswanathan

900,000

N.A.

1.33

12,

Ms. Kimsuka Narasimhan7

N.A.

N.A.

N.A.

 

Key Managerial Personnel other than Executive Directors

 

 

 

13,

Mr. Nilanjan Roy,

 

 

 

 

Global Chief Financial Officer

27,908,606*

Nil

 

14,

Mr. Badal Bagri^,

 

 

 

 

CFO, India & South Asia

27,781,065

N.A.

 

15,

Mr. Pankaj Tewari,

 

8.23

-

 

Company Secretary

10,187,294

 

 

Notes:

1. The value of performance linked incentive (PLI) in remuneration of Key Managerial Personnel (KMPs) represents incentive @ 100% performance level. For effective comparison, the PLI component of their remuneration for FY 2017-18 has also been considered @ 100% performance level.

2. There has been no change in the remuneration of Sunil Bharti Mittal, Chairman since FY 2016-17; the insignificant change since last year reflecting above is due to change in the perquisite value. Further, the change / revision in the in the ratio of his remuneration to median remuneration of the employees of the Company is due to transfer of approx. 2,700 employees of Bharti Airtel Services Limited, a wholly owned subsidiary company to the rolls of the Company. Similarly, due to aforesaid reason there is significant change in the change in the ratio of remuneration of Gopal Vittal, Managing Directors CEO (India and South Asia) vis-a-vis the median remuneration of the employees of the Company for the FY 2018-19.

3. Remuneration of Employees and KMPs does not include perquisite value of stock options exercised during the FY 2018-19.

4. In view of inadequate profits as computed under Section 198 of the Companies act, 2013, ('the Act') for the financial year 2018-19, no commission is paid / payable to Non-Executive (including Independent) Directors for the financial year 2018-19. Accordingly, the percentage increase in the remuneration for financial year 2018-19 w.r.t. Non-Executive (including Independent) Directors is not given in the table above.

5. Percentage increase in remuneration, if any is based on the Annualised Remuneration.

6. Mr. Ben Verwaayen retired from the Board w.e.f December 26, 2018.

7. Ms. Kimsuka Narasimhan was appointed as a Non-executive Independent Director w.e.f March 30, 2019.

* The remuneration of Mr. Gopal Vittal excludes perquisite value of Rs. 73,475,697 on exercise of stock options during FY 2018-19.

# The remuneration of Mr. Nilanjan Roy excludes perquisite value of Rs. 48,96,716 on exercise of stock options and cash payout of Rs. 9,070,078 under performance-based long-term incentive plan during FY 2018-19. Mr. Nilanjan Roy ceased to be the Global CFO of the Company w.e.f. February 28, 2019 and accordingly, the leave encashment and gratuity etc. amounting to Rs. 9,324,587 is excluded from the remuneration disclosed above.

A Mr. Badal Bagri was appointed as a CFO (and KMP) of the Company w.e.f. March 1, 2019. Therefore, the percentage increase in his remuneration in FY 2018-19 is not disclosed above.

ii. The percentage increase in the median remuneration of the employees in the financial year: During the previous year i.e. 2018-19, approx. 2,700 employees of Bharti Airtel Services Limited, a wholly owned subsidiary company were transferred to the rolls of Bharti Airtel Limited. Due to increase in the overall number of employees, there has been a decrease of approx. 21.02% in the median remuneration of employees in FY 2018-19 as compared to FY 2017-18.

iii. The number of permanent employees on the roll of the Company: There were 10,205 employees on the rolls of the Company as on March 31, 2019.

iv. Average percentage increase already made in the salaries of employees other than the managerial personnel in FY 2018-19 and its comparison with the percentage increase in the managerial remuneration and justification thereof:

The average increase in the remuneration of employees excluding KMPs during FY 2018-19 was 7% and the average increase in the remuneration of KMPs was 4.53%. The compensation structure and revision in the remuneration of the employees and the KMPs is guided by our reward philosophy, external competitiveness and benchmarking and is as per the compensation and appraisal policy of the Company. While there has been no change in the remuneration of Chairman since FY 2016-17, the revision in the remuneration of Managing Director & CEO is approved by the Board in the recommendation of HR and Nomination Committee and is within the limits approved by the shareholders of the Company. The increase in the remuneration of KMPs also reflect the market practice.

v. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration of Directors was as per the policy on nomination, remuneration and Board diversity of the Company.

Annexure H

Independent Auditor's Certificate on Corporate Governance

To

The Members of Bharti Airtel Limited

1. This certificate is issued in accordance with the terms of our engagement letter reference no. NHL/18-19/09 dated 10 August 2018.

2. We, Deloitte Haskins & Sells LLR Chartered Accountants, the Statutory Auditors of Bharti Airtel Limited ('the Company'), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2019, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('SEBI Listing Regulations').

Managements' Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.

Auditor's Responsibility

4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

5. We have examined the books of accounts and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note

on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the 'ICAI'), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control ('SQC') 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2019.

9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

 

For Deloitte Haskins & Sells LLP

 

Chartered Accountants

(Firm's Registration No. 117366W/ W-100018)

 

Nilesh H Lahoti

Place: New Delhi

(Partner)

Date: May 06, 2019

Membership No: 130054

 


Mar 31, 2018

Board’s Report

Dear Members,

The Directors have pleasure in presenting the 23rd Board Report on the Company’s business and operations, together with audited financial statements and accounts for the financial year ended March 31, 2018.

Company Overview

Bharti Airtel is one of the world’s leading providers of telecommunication services with significant presence in 16 countries, representing India, Sri Lanka and 14 countries in Africa.

The Company’s diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. We provide telecom services under wireless and fixed line technology, national and international long distance connectivity and Digital TV; and complete integrated telecom solutions to our enterprise customers. All these services are rendered under a unified brand ‘Airtel’ either directly or through subsidiary companies. Airtel Money (known as ‘Airtel Payments Bank‘ in India) extends our product portfolio to further our financial inclusion agenda and offers convenience of payments and money transfers on mobile phones over secure and stable platforms in India, and across all 14 countries in Africa.

The Company also deploys and manages passive infrastructure pertaining to telecom operations through its subsidiary, Bharti Infratel Limited, which also owns 42% of Indus Towers Limited. Together, Bharti Infratel and Indus Towers are the largest passive infrastructure service providers in India.

Financial Results

In compliance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY 2017-18. The standalone and consolidated financial highlights of the Company’s operations are as follows:

Standalone Financial Highlights (Ind AS)

Particulars

FY 2017-18

FY 2016-17

J

Millions

USD

Millions*

J

Millions

USD

Millions*

Gross revenue

536,630

8,327

622,763

9,273

EBITDA before

exceptional

items

181,529

2,817

242,242

3,607

Cash profit from operations

131,674

2,043

211,891

3,155

Particulars

FY 2017-18

FY 2016-17

J

Millions

USD

Millions*

J

Millions

USD

Millions*

Earnings before taxation

(6,812)

(106)

(85,095)

(1,267)

Net Income / (Loss)

792

12

(99,256)

(1,478)

*1 USD = H 64.44 Exchange Rate for the financial year ended March 31, 2018. (1 USD = H 67.16 Exchange Rate for the financial year ended March 31, 2017).

Consolidated Financial Highlights (Ind AS)

Particulars

FY 2017-18

FY 2016-17

J

Millions

USD

Millions*

J

Millions

USD

Millions*

Gross revenue

836,879

12,986

954,683

14,214

EBITDA before

exceptional

items

304,479

4,725

356,206

5,304

Cash profit from operations

227,169

3,525

283,668

4,224

Earnings before taxation

32,669

507

77,233

1,150

Net Income / (Loss)

10,989

171

37,998

566

*1 USD = H 64.44 Exchange Rate for the financial year ended March 31, 2018. (1 USD = H 67.16 Exchange Rate for the financial year ended March 31, 2017)

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis section.

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

Share Capital

During the year, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2018, it stood at H 19,987 Mn, divided into 3,997,400,102 equity shares of H 5/- each.

General Reserve

During the year, the Company has transferred H 3,510 Mn into General Reserve from the Share Based Payment Reserve pertaining to gain / loss on exercise / lapse of vested options.

During the year, the Company has created Debenture Redemption Reserve and transferred H 7,500 Mn out of the General Reserve representing 25% of the value of unsecured redeemable non-convertible debentures issued by the Company.

Dividend

Your Directors have recommended a final dividend of H 2.50 per equity share of H 5 each fully paid-up (50.00 % of face value) for FY 2017-18. The total final dividend payout will amount to H 9,993.50 Mn, excluding tax on dividend. The payment of final dividend is subject to the approval of shareholders in the Company’s ensuing Annual General Meeting (AGM).

The Register of Members and Share Transfer Books will remain closed from Saturday, August 04, 2018 to Wednesday, August 08, 2018 (both days inclusive) for the purpose of payment of final dividend for the FY 2017-18, if declared at the ensuing AGM.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 500 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company has adopted the dividend distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Policy is enclosed as Annexure A to the Board’s Report and is also available on the Company’s website at https://s3-ap-southeast-1.ama7onaws. com/bsy/iportal/images/Airtel-Dividend_Distribution_ Policy_35406A496EEC3AB50D0C777F006C6D41.pdf.

Transfer of amount to Investor Education and Protection Fund

During FY 2017-18, the Company has transferred the unpaid / unclaimed dividend amounting to H 7.42 Mn to the Investors Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 24, 2017 (date of last Annual General Meeting) on the Company’s website www.airtel.com.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor’s Education and Protection Fund (IEPF). Accordingly, during the year Company has transferred 49,273 equity shares to the IEPF. The details of equity shares transferred are available on the Company’s website www.airtel.com.

The shareholders whose unpaid dividend / shares are transferred to the IEPF can request the Company / Registrar and Transfer Agent as per the applicable provisions in the prescribed Form for claiming the unpaid dividend / shares from IEPF. The process for claiming the unpaid dividend / shares out of the IEPF is also available on the Company’s website at https://www.airtel. in/about-bharti/equity/shares.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Capital Market Ratings

As on March 31, 2018, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA and three international rating agencies, namely Fitch Ratings, Moody’s and S&P.

CRISIL and ICRA maintained their long-term ratings of the Company. As on March 31, 2018, they rate the Company at [CRISIL] AA / [ICRA] AA , with a stable outlook. Short-term ratings were maintained at the highest end of the rating scale at [CRISIL] A1 / [ICRA] A1 . Fitch, S&P and Moody’s rate the Company at BBB-/ Stable, BBB-/Stable and Baa3/Negative, respectively.

As on March 31, 2018, the Company was rated ‘Investment Grade’ by all three international rating agencies.

Employee Stock Option Plan

At present, the Company has two Employee Stock Options (ESOP) schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administers and monitors the Company’s ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the Trust are transferred to the employee, upon exercise of stock options as per the terms of the Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOP Schemes of the Company as on March 31, 2018, is available on Company’s website at http:// www.airtel.in/wps/wcm/connect/c9e25993-5b80-4ebo-9874-37614225b876.

During the year, to make the aforesaid ESOP Schemes more employee friendly, the shareholder’s in its meeting dated July 24, 2017 had approved the reduction in the period for transfer of vested / unvested options in the name of legal heir / nominees of deceased employee from 3 months to 1 month. Apart from the aforesaid change, there were no other changes in the ESOP Schemes of the Company

Further, ESOP Schemes are in compliance with ESOP Regulations. A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company with respect to the implementation of the Company’s ESOP schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Company’s registered office.

Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

Debentures

During the financial year, your Company raised H 30,000 Mn through issuance of unsecured, listed, rated, non-convertible debentures at face value of H 1 Mn each on private placement basis as per the following details:

- 15,000 Series I debentures at a coupon rate of 8.25% per annum [Tenor: 2 years, 1 month and 7 days];

- 15,000 Series II debentures at a coupon rate of 8.35% per annum. [Tenor: 3 years, 1 month and 7 days].

The aforesaid debentures are listed on National Stock Exchange of India Limited.

Directors and Key Managerial Personnel

Inductions, Re-appointments, Retirements & Resignations

Pursuant to the provisions of the Companies Act, 2013, Mr. Rakesh Bharti Mittal and Ms. Tan Yong Choo, Directors of the Company will retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment.

Sheikh Faisal Thani Al-Thani, Non-Executive Director resigned from the Company’s Board w.e.f. July 25, 2017. Mr. Rashid Fahad O J Al-Noaimi was appointed as a Non-Executive Director on the Board w.e.f. July 25, 2017 and resigned from the Company’s Board w.e.f. November 22, 2017.

Mr. Craig Ehrlich, Independent Director will be completing his present term as an independent director of the Company on April 28, 2018. On the recommendation of HR and Nomination Committee, the Board in its meeting held on April 24, 2018, subject to the approval of shareholders by special resolution, has re-appointed Mr. Craig as an Independent Director of the Company for a further term of five years w.e.f. April 29, 2018 to April 28, 2023.

On the recommendation of the HR and Nomination Committee, the Board in its meeting held on April 24, 2018 subject to the amendment in the Articles of Association, had changed the nature of directorship of Mr. Gopal Vittal, Managing Director & CEO (India & South Asia) from director not liable to retire by rotation to a director liable to retire by rotation.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

The Board in its meeting held on July 18, 2017 has appointed Mr. Pankaj Tewari as the Company Secretary of the Company

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The policy on ‘Nomination, Remuneration and Board Diversity’ adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP, with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin. The detailed policy is available on the Company’s website at http://www.airtel.in/wps/wcm/connect/92b49e0e-8810-497a-9c3e-9b80657a3688/Policy-on-Remuneration-Nomination-and Board-Diversit.y.pdf?MOD=AJPERES and is also annexed as Annexure B to this report.

Annual Board Evaluation and Familiarization Programme for Board Members

A note on the familiarization programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

The HR and Nomination Committee has put in place a robust framework for evaluation of the Board, Board Committees and Individual Directors. Customized questionnaires were circulated, responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process were considered by the Board to optimize its effectiveness. A detailed update on the Board Evaluation is provided in the report on Corporate Governance which forms part of this report.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board of Directors met eight (8) times during the previous financial year. As on March 31, 2018, the Board has nine committees, namely, the Audit Committee, the Risk Management Committee, the HR and Nomination Committee, the Corporate Social Responsibility (‘CSR’) Committee, the Stakeholders’ Relationship Committee, the Committee of Directors, the Airtel Corporate Council, the Special Committee of Directors (for Monetization of stake in Bharti Infratel Limited) and the Special Committee of Directors (for Restructuring of overseas holding structure).

All the recommendations made by committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2017-18 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2018, your Company has 89 subsidiaries, 6 associates and 8 joint ventures, as set out in note 34 of the Annual Report (for Abridged Annual Report please refer note 17).

During FY 2017-18, Juggernaut Books Private Limited became associate of the Company. Bharti Airtel Ghana Holdings B.V., Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited,

Milicom Ghana Company Limited, Mobile Financial Services Limited became joint ventures of the Company

During FY 2017-18, Bharti Digital Networks Private Limited (formerly known as Tikona Digital Networks Private Limited), Bharti Airtel International (Mauritius) Investments Limited, Airtel Mobile Commerce Nigeria Limited and Tigo Rwanda Limited became subsidiaries of the Company. Bangladesh Infratel Networks Limited, Bharti Infratel Lanka (Private) Limited, Airtel (Ghana) Limited, Airtel Mobile Commerce Ghana Limited, Bharti Airtel DTH Holdings B.V., Bharti Airtel Ghana Holdings B.V., Airtel DTH Services Nigeria Limited, Bharti Airtel Nigeria Holdings B.V., MSI-Celtel Nigeria Limited, Towers Support Nigeria Limited and Zap Trust Company Nigeria Limited ceased to be subsidiaries of the Company

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary associate and joint venture companies is annexed to the Abridged and full version Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary, associate and joint venture companies and their contribution to the overall performance of the Company

The audited financial statements of each of its subsidiary associate and joint venture companies are available for inspection at the Company’s registered office and also at registered offices of the respective companies and pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of each of its subsidiary companies are also available on the Company’s website www.airtel.com.

Copies of the annual accounts of the subsidiary, associate and joint venture companies will also be made available to the investors of Bharti Airtel and those of the respective companies upon request.

Abridged Annual Report

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for FY 2017-18, who have not registered their e-mail id. The Abridged Annual Report is being circulated to the members excluding Annexure to the Board’s Report viz. ‘Dividend Distribution Policy’, ‘Nomination, Remuneration and Board Diversity Policy’, ‘Secretarial Audit Report’, ‘Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013’, ‘Extract of Annual Return’, ‘Particulars of Energy

Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo’, ‘Statement of Disclosure of Remuneration under Section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014’, ‘Auditors’ Certificate on Corporate Governance’.

Members who desire to obtain the full version of the report may write to the Corporate Secretarial Department at the registered office address and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Company’s website www.airtel.com.

Auditors and Auditors’ Report

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins & Sells LLP were appointed as the Company’s Statutory Auditors by the shareholders in the AGM held on July 24, 2017, for a period of five years i.e. till the conclusion of 27th AGM.

The said appointment is subject to ratification by the members at every AGM. Accordingly the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as the Company’s Statutory Auditors, is placed for ratification by the members. The Company has received certificate from the Statutory Auditors to the effect that ratification of their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. The annual ratification of auditors at the next AGM (to be held in calendar year 2019) for their remaining term, shall be done, if required by the statutory provisions.

The Board has duly examined the Statutory Auditors’ Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

As regards the comments under para i(a) of the Annexure 1 to the Independent Auditors’ Report regarding updating of quantitative and situation details relating to certain fixed assets, the Company is in the process of executing a comprehensive project with the involvement of technical experts, for deploying automated tools and processes which will enable near real-time tracking of fixed assets and reconciliation thereto.

Internal Auditors and Internal Assurance Partners

The Board had appointed Group Director - Internal Assurance as the Internal Auditor of the Company and Ernst & Young LLP and ANB & Co., Chartered Accountants, Mumbai as the Internal Assurance Partners to conduct the internal audit basis a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Group and the Audit Committee.

The Board, on the recommendation of the Audit Committee has re-appointed Ernst & Young LLP and ANB & Co., Chartered Accountants, Mumbai as the Internal Assurance Partners for FY 2018-19.

Cost Auditors

The Board, on the recommendation of the Audit Committee has approved the appointment of R. J. Goel & Co., Cost Accountants, as Cost Auditors, for FY 2018-19. The Cost Auditors will submit their report for FY 2017-18 on or before the due date.

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 is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Secretarial Auditors

The Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure C to this report.

The Board has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the Company for FY 2018-19.

Sustainability Journey

We, at Bharti Airtel, strongly believe that power of communication can bring in multi-dimensional transformations, ensuring smooth functioning of life and businesses, and helping society to become sustainable and inclusive. We recognize our role in this sustainable approach in the way we conduct our business by integrating sustainability in our strategies and operations.

Our Vision defines what we aim to do, whereas our Core Values - Alive, Inclusive and Respectful - expound how we aim to embrace the responsible business practices. As the stakeholders have played a crucial role in Airtel’s sustained success over the years, Airtel’s sustainability approach has been carefully developed through systematic engagement with its stakeholders worldwide. We continuously strive to provide long-term sustainable value to all our stakeholders including investors, customers, employees, business partners and suppliers, government and regulators and communities. This is performed through systematic stakeholder dialogue to gauge their expectations, share information and sustainability priorities, practices and performance and explore avenues of partnerships to achieve the goals. The Company publishes an annual Sustainability Report in accordance with the Global Reporting Initiative (GRI) framework which can be downloaded from the Company’s website www.airt.el.in/sust.ainability.

Corporate Social Responsibility (CSR)

Building upon and scaling up on various interventions initiated in areas as prescribed in our CSR policy, the Company has increased its CSR spending during the previous financial year i.e. from H 55.84 Mn in FY 2016-17 to H 245.37 Mn in FY 2017-18. Additionally, the Company has also contributed H 32.59 Mn towards various other charitable causes. The consolidated contribution of the Company towards various CSR activities during the financial year 2017-18 is H 277.96 Mn (i.e. 0.26% of net profit of last three years).

Company is committed to build its CSR capabilities on a sustainable basis and is also committed to gradually increase its CSR contribution in the coming years. The CSR spending is guided by the vision of creating long-term benefit to the society. The Company through its Board and CSR Committee is determined to beef up its efforts to meet the targeted CSR expenditure. With the strong foundation which has been established during the year along with the proposed scaling up of a number of its CSR Projects, the Company believes that it has made meaningful progress towards reaching the target in the coming financial years.

Further, during the year, Bharti Family has pledged a significant amount towards philanthropy, which will step-up scope and reach of Bharti Foundation’s initiatives to create opportunities for the underprivileged and contribute to nation building. Plan is to set up a world-class University namely Satya Bharti University, to offer free education to deserving youth from economically weaker sections of society. During the previous year, Mr. Sunil Bharti Mittal, Chairman had also contributed H 50 Mn towards CSR in his personal capacity.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility and Sustainability Report, which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure D to this Report.

Integrated Reporting

The Securities and Exchange Board of India (SEBI) vide circular no: SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 06, 2017 has recommended voluntary adoption of ‘Integrated Reporting’ (IR) from 2017 - 2018 by the top 500 listed companies in India. In line with its philosophy of being a highly transparent and responsible company and considering IR as a journey, your Company adopts its first ‘Integrated Report’ in accordance with the framework of the International Integrated Reporting Council (IIRC). The Integrated Report covers capital approach of IIRC Framework as well as the value that your Company creates for its stakeholders. The board acknowledges its responsibility for the integrity of report and information contained therein.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

Risk Management

Risk management is embedded in Bharti Airtel’s operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the Group and prioritize relevant action plans to mitigate these risks.

To have more robust process, the Company during the year, constituted separate Risk Management Committee which shall focus on the risk management including determination of Company’s risk appetite, risk tolerance and regular risk assessments (risk identification, risk quantification and risk evaluation) etc. Risk Management framework is reviewed periodically by the Board and Audit & Risk Management Committee / Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated.

The Internal Audit function is responsible to assist the Audit Committee (erstwhile Audit & Risk Management Committee)/ Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Operationally, risk is being managed at the top level by Management Boards in India and South Asia and in Africa (AMB and Africa Exco) and at operating level by Executive Committees of Circles in India and Operating Companies in the international operations.

Detailed discussion on Risk Management forms part of Management Discussion & Analysis under the section ‘Risks and Concerns’, which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company

Internal Financial Controls and their adequacy

The Company has established a robust framework for internal financial controls. 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. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

Other Statutory Disclosures

Vigil Mechanism

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company’s website at http://www.airtel.in/about-bharti/ investor-relations/corporate-governance.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct is also provided in the report on Corporate Governance, which forms part of this Annual Report.

Extract of Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure E to this report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments form part of note 10, 23 and 8 respectively to the financial statements provided in the full version of the Annual Report.

Related Party Transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company’s Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in note 34 of the financial statements provided in the full version of the Annual Report and note 17 of the financial statements provided in abridged version of the Annual Report under Indian Accounting Standards 24.

The Policy on the Related Party Transactions is available on the Company’s website at http://www.airtel.in/wps/ wcm/connect/36a5305d-f0ba-490c-9eff-152ef6811917/ BAIPolicy-on-Related-Part.y Transactions.pdf?MOD=AJPERES.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure F to this report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure G to this report.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure H to this report.

Corporate Governance

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed as Annexure I to this report.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board wishes to place on record their appreciation to the Department of Telecommunications (DoT), the Central Government, the State Governments in India, Government of Sri Lanka and Governments in the 14 countries in Africa, Company’s bankers and business associates, for the assistance, co-operation and encouragement extended to the Company,

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank various partners, viz., Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

For and on behalf of the Board

Place: New Delhi Sunil Bharti Mittal

Date: April 24, 2018 Chairman


Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 22nd Board Report on the Company’s business and operations, together with audited financial statements and accounts for the financial year ended March 31, 2017.

Company Overview

Bharti Airtel is among the top three mobile service providers globally with presence in 17 countries, including India, Sri Lanka and 15 countries in the African continent.

The Company’s diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. Its service portfolio comprises Digital TV services, an integrated suite of telecom solutions for its customers, besides providing long distance connectivity in India, Africa and rest of the world. All the services are rendered under a unified brand ‘airtel’ either directly or through subsidiary companies. Airtel Money’ (known as Airtel Payments Bank’ in India) extends product portfolio to further our financial inclusion agenda and offers convenience of payments and money transfers on mobile phones over secure and stable platforms in India, and across all 15 countries in Africa.

The Company also deploys and manages passive infrastructure pertaining to telecom operations through its subsidiary Bharti Infratel Limited, which also owns 42% of Indus Towers Limited. Together, Bharti Infratel and Indus Towers are the largest passive infrastructure service providers in India.

Financial Results

In compliance with the provisions ofthe Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY 2016-17. The standalone and consolidated financial highlights of the Company’s operations are as follows:

Standalone Financial Highlights (Ind AS)

FY 2016-17

FY 2015-16

Particulars

Rs.Millions

USD Millions*

Rs.Millions

USD Millions*

Gross revenue

622,763

9,273

603,003

9,209

EBITDA before exceptional items

242,242

3,607

226,435

3,458

Cash profit from operations

209,647

3,122

205,096

3,132

Earnings before taxation

(85,095)

(1,267)

102,544

1,566

Net Income/ (Loss)

(99,256)

(1,478)

77,803

1,188

*1 USD = Rs.67.16 Exchange Rate for the financial year ended March 31, 2017. (1 USD = Rs.65.48 Exchange Rate for the financial year ended March 31, 2016).

Consolidated Financial Highlights (Ind AS)

FY 2016-17

FY 2015-16

Particulars

Rs.

USD

Rs.

USD

Millions

Millions*

Millions

Millions*

Gross revenue

954,683

14,214

965,321

14,742

EBITDA before

356,206

5,304

341,682

5,218

exceptional items

Cash profit from

283,668

4,224

289,083

4,415

operations

Earnings before

77,233

1,150

128,463

1,962

taxation

Net Income/ (Loss)

37,998

566

60,767

928

*1 USD = Rs.67.16 Exchange Rate for the financial year ended March 31, 2017.

(1 USD = Rs.65.48 Exchange Rate for the financial year ended March 31, 2016).

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis section.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Pursuant to the aforesaid notification, with effect from April 01, 2016, the Company has transitioned to Ind AS and the transition date being April 01, 2015. The transition is carried out from accounting principles generally accepted in India being the previous GAAP Accordingly, basis the accounting policies and Ind-AS 101 exemptions finalised, the impact of transition has been provided in the opening equity as at April 01, 2015 and figures for the previous year have been adjusted accordingly.

The reconciliation and explanation of the effect of transition to Ind AS are given in detail in note 23 and 29 of the standalone and consolidated financial statements respectively

Share Capital

During the year, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2017, it stood at Rs.19,987 Mn, divided into 3,997,400,102 equity shares of Rs.5/- each.

Augere Wireless Broadband India Private Limited, a subsidiary company was amalgamated with the Company w.e.f. February 15, 2017. As per the Scheme of Amalgamation, the authorised share capital of Augere Wireless Broadband India Private Limited was transferred to the Company and consequently the authorised share capital of the Company was increased from Rs.25,000 Mn (divided into 5,000 Mn equity shares of Rs.5/- each) to Rs.27,500 Mn (divided into 5,500 Mn equity shares of Rs.5/- each).

General Reserve

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2017.

Dividend

Your Directors have recommended a final dividend of Rs.1.00 per equity share of Rs.5 each fully paid-up (20.00 % of face value) for FY 2016-17. The total final dividend payout will amount to Rs.3,997 Mn, excluding tax on dividend. The payment of final dividend is subject to the approval of shareholders in the Company’s ensuing Annual General Meeting (AGM).

The Register of Members and Share Transfer Books will remain closed from Saturday, July 15, 2017 to Monday, July 24, 2017 (both days inclusive) for the purpose of payment of final dividend for the FY 2016-17, if declared at the ensuing AGM.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top 500 listed companies are required to formulate a dividend distribution policy. Accordingly, the Company has adopted the dividend distribution policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The Policy is enclosed as Annexure J to the Board’s Report and is also available on the Company’s website at http:// www.airtel.in/wps/wcm/connect/61c3e71e-2df0-4fe6-8c46-a99cba57266a/Airtel-Dividend Distribution Policy. pdf?MOD=AJPFRFS&Cont.ent.Cache=NONF.

Transfer of amount to Investor Education and Protection Fund

During the financial year 2016-17, the Company has transferred the unpaid/unclaimed dividend amounting to Rs.6.08 Mn to the Investor Education and Protection Fund (IEPF) Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 19, 2016 (date of last Annual General Meeting) on the Company’s website www.airtel.com.

According to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be credited to the demat account created by the IEPF Authority. The corresponding shares will be transferred as per the requirements of the IEPF Rules, details of which are provided on the Company’s website www.airtel.com.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Capital Market Ratings

As on March 31, 2017, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA and three international rating agencies, namely Fitch Ratings, Moody’s and S&P.

CRISIL and ICRA maintained their long-term ratings of the Company. As on March 31, 2017, they rate the Company at [CRISIL] AA /[ICRA] AA , with a stable outlook. Short-term ratings were maintained at the highest end of the rating scale at [CRISIL] A1 /[ICRA] A1 .

Fitch, S&P and Moody’s also maintained the ratings at BBB-/ Stable, BBB-/Stable and Baa3/Stable, respectively

As on March 31, 2017, the Company was rated ‘Investment Grade’ with a ‘Stable’ outlook by all three international credit rating agencies.

Employee Stock Option Plan

At present, the Company has two Employee Stock Options (ESOP) schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administers and monitors the Company’s ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the Trust are transferred to the employee, upon exercise of stock options as per the terms of the Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (FSOP Regulations), a disclosure with respect to ESOP Schemes of the Company as on March 31, 2017, is annexed as Annexure A to this report and has also been uploaded on Company’s website at http://www. airtel.in/wps/wcm/connect/c9e25993-5b80-4ebo-9874-37614225b876.

During the previous year, there were no material changes in the aforesaid ESOP Schemes of the Company and the ESOP Schemes are in compliance with ESOP Regulations. A certificate from S. R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company’s ESOP schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Company’s registered office.

In terms of the provisions of ESOP Regulations, approval of shareholders is being sought for modification of the Employee Stock Option Scheme 2005 with the objective to make the same more beneficial and employee friendly Accordingly, a proposal has been included in the Notice of 22nd Annual General Meeting accompanying this report.

Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

Directors and Key Managerial Personnel Inductions, Re-appointments, Retirements & Resignations

Pursuant to the provisions of the Companies Act, 2013, Sheikh Faisal Thani Al-Thani, Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Mr. Gopal Vittal, Managing Director & CFO (India & South Asia) will be completing his present term as Managing Director of the Company on January 31, 2018. On the recommendation of the HR and Nomination Committee, the Board in its meeting held on May 09, 2017 subject to the approval of shareholders, has re-appointed Mr Gopal Vittal as Managing Director & CFO (India & South Asia) of the Company for a further term of five years w.e.f. February 01, 2018.

Mr. Manish Kejriwal, Independent Director will be completing his present term as an Independent Director of the Company on September 25, 2017. On the recommendation of the HR and Nomination Committee, the Board in its meeting held on May 09, 2017 subject to the approval of shareholders by special resolution, has re-appointed Mr. Manish Kejriwal as an Independent Director of the Company for a further term of five years w.e.f. September 26, 2017.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.

Mr. Rajendra Chopra resigned from the position of Company Secretary w.e.f. January 24, 2017. The Board placed on record its appreciation for the contribution made by him during his tenure. The Board in its meeting held on January 24, 2017 had appointed Mr. Rohit Krishan Puri as the Deputy Company Secretary and the Compliance Officer of the Company w.e.f. January 25, 2017. The Company is in process of identifying and appointing the Company Secretary of the Company. Since as on the date of approval of the financial statements of the Company for the financial year ended March 31, 2017, there was no Company Secretary on the Board, the financial statements appended to this annual report have been signed by the Chairman, the Managing Director & CEO (India & South Asia) and the Global Chief Financial Officer of the Company

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted a policy on ‘Nomination, Remuneration and Board Diversity’, which sets out the criteria for determining qualifications, positive attributes and independence of a Director The detailed policy is available on the Company’s website at http://www. airtel.in/wps/wcm/connect/92b49e0e-8810-497a-9c3e-9b80657a3688/Policy-on-Remunerat.ion-Nominat.ion-and-Board-Diversity.pdf?MOD=AJPERES and is also annexed as Annexure B to this report.

Annual Board Evaluation and Familiarisation Programme for Board Members

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

The HR and Nomination Committee has put in place a robust framework for evaluation of the Board, Board-Committees and Individual Directors. Customised questionnaires were circulated, responses were analyzed and the results of evaluation were subsequently discussed by the Board. Recommendations arising from the evaluation process will be considered by the Board to optimise its effectiveness.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board of Directors met eight (8) times during the previous financial year. As on March 31, 2017, the Board has eight committees, namely the Audit & Risk Management Committee, the HR and Nomination Committee, the Corporate Social Responsibility (‘CSR’) Committee, the Stakeholders’ Relationship Committee, the Committee of Directors, the Airtel Corporate Council, the Special Committee of Directors (for Monetisation of stake in Bharti Infratel Limited) and the Special Committee of Directors (for Restructuring of overseas holding structure).

All the recommendations made by committees of the Board including the Audit & Risk Management Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2016-17 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2017, your Company has 96 subsidiaries, 5 associates and 3 joint ventures, as set out in note 32 of the full version Annual Report (for Abridged Annual Report, please refer note 21).

During FY 2016-17, Robi Axiata Limited, Seynse Technologies Private Limited, Aban Green Power Private Limited and Green energy Wind Corporation Private Limited became Associates of the Company and Tanzania Telecommunications Limited ceased to be an Associate of the Company.

During FY 2016-17, Airtel Money Tanzania Limited became a subsidiary of the Company. Augure Wireless Broadband India Private Limited was amalgamated with the Company, Airtel Bangladesh Limited was amalgamated with Robi Axiata Limited, Bharti Airtel Holdings (Singapore) Pte. Ltd was amalgamated with Bharti International (Singapore) Pte. Ltd and Warid Telecom Uganda Limited was amalgamated with Airtel Uganda Limited. Airtel (SL) Limited, Airtel Burkina Faso S.A., Airtel DTH Services (SL) Limited, Airtel Mobile Commerce (SL) Limited, Airtel Mobile Commerce Burkina Faso S.A., Bharti Airtel Sierra Leone Holdings B.V., Airtel Towers (Ghana) Limited, Airtel Towers (S.L.) Company Limited, Congo Towers S.A. and Tchad Towers S.A. ceased to be subsidiaries of the Company. During the financial year the Company has transferred its entire shareholding in Bharti Airtel International (Mauritius) Limited, a subsidiary company to Network i2i Limited, another subsidiary company and has also transferred its 908,443,918 shares in Bharti Airtel International (Netherlands) B.V., a subsidiary company to Network i2i Limited, another subsidiary company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies is annexed to the Abridged and full version Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary, associate and joint venture.

The audited financial statements of each of its subsidiary, associate and joint venture companies are available for inspection at the Company’s registered office and also at registered offices of the respective companies and pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of each of its subsidiary companies are also available on the Company’s website www.airtel.com.

Copies of the annual accounts of the subsidiary, associate and joint venture companies will also be made available to the investors of Bharti Airtel and those of the respective companies upon request.

Abridged Annual Report

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for FY 2016-17, who have not registered their e-mail id. The Abridged Annual Report is being circulated to the members excluding Annexures to the Board’s Report viz. the ‘disclosure on ESOPs’, ‘Policy on Nomination, Remuneration and Board Diversity’, ‘Secretarial Audit Report’, ‘Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013’, ‘Dividend Distribution Policy’, ‘Business Responsibility Report’, ‘Report on Corporate Governance and Auditors’ Certificate on compliance of conditions of Corporate Governance’, ‘Extract of Annual Return’, ‘Note on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo’ and ‘Disclosures relating to remuneration u/s 197(12) read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014’.

Members who desire to obtain the full version of the report may write to the Corporate Secretarial Department at the registered office address and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Company’s website www.airtel.com.

Auditors and Auditors’ Report Statutory Auditors

Under Section 139 of the Companies Act, 2013, and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. S. R. Batliboi & Associates LLP, Chartered Accountants, shall be completing their tenure as the Company’s Statutory Auditors and shall hold office till the conclusion of ensuing 22nd AGM.

On the recommendation of the Audit & Risk Management Committee, the Board, in its meeting held on May 09, 2017, subject to the approval of the shareholders, has recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W-W100018) (‘Deloitte’) as the Statutory Auditors of the Company. Deloitte will hold office for a term of five consecutive years i.e. from the conclusion of ensuing 22nd AGM till the conclusion of 27th AGM, subject to ratification by the members at every AGM. Accordingly, the appointment of Deloitte as the Company’s Statutory Auditors, is placed for approval of the members. The Company has received a certificate from Deloitte to the effect that their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. The first year of audit will be of the financial statements for the year ending March 31, 2018, which will include the audit of the quarterly financial statements for the year.

The Board has duly examined the Statutory Auditors’ Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

As regards the comments under para i(a) of the Annexure 1 to the Independent Auditors’ Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company is in the process of executing a comprehensive project with the involvement of technical experts, for deploying automated tools and processes which will enable near real-time tracking of fixed assets and reconciliation thereto. This project is expected to be completed by next year

Cost Auditors

The Board, on the recommendation of the Audit & Risk Management Committee, has approved the appointment of R.J. Goel & Co., Cost Accountants, as Cost Auditors, for the financial year ending March 31, 2018. The Cost Auditors will submit their report for the FY 2016-17 on or before the due date.

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 is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Secretarial Auditors

The Company had appointed Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended March 31, 2017. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure C to this report.

The Board has re-appointed Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the Company for FY 2017-18.

Sustainability Journey

Over the past few years, sustainability has not only been an integral part but also invariably complimentary to Airtel’s business agenda. Airtel’s sustainability journey endeavours to contribute further to its society and environment. The Company made social inclusion as a cornerstone of its sustainably of its programme in order to create value across its entire value chain. To drive this Agenda, Airtel has an undivided focus on bridging the digital divide and ensuring that millions more are empowered through sustainable social and economic development. It has been pushing boundaries and changing the business paradigms across industries by enabling the growth of sectors like finance and banking, education, health, agriculture, and put in place innovative ways to reduce the carbon footprint. Airtel has been strengthening its efforts to reiterate its commitments towards bringing a positive transformation by enabling digital inclusion, well-being of communities and enriching their lives through its core competencies. It is passionate to actively support Bharti Foundation and its educational and other initiatives.

Airtel’s sustainability and business responsibility initiatives have been detailed in its sustainability Reports, which can be downloaded from the Company’s website http://www.airtel. in/sustainability-file/home.html.

Corporate Social Responsibility (CSR)

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. It lies at the heart of the Company’s business operations. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the society’s sustainable development.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.

The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company’s website at http://www.airtel.in/wps/wcm/connect/ fd7b3172-02e5-4e25-af7e-51d64cc17534/CSR Policy. pdf?MOD=AJPFRFS&ContentCache=NONF

During FY 2016-17, the Company has contributed Rs.55.84 Mn under Section 135 of Companies Act, 2013. Further, the Company has also contributed Rs.899.42 Mn to Bharti Foundation for promotion of education of underprivileged children under Section 35AC of the Income Tax Act, 1961 and has also contributed Rs.20.33 Mn to various other charitable institutions. The consolidated contribution of the Company towards various CSR activities during the FY 2016-17 was Rs.975.59 Mn (i.e. 0.94% of net profit of last three years). The Company has increased/scaled up its CSR intervention in the areas prescribed in the Company’s CSR policy and there was an increase of approx. 69.67% in the total CSR spend vis-a-vis last year i.e. from Rs.575 Mn in FY 2015-16 to Rs.975.59 Mn this year.

As a socially responsible Company, your Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in India’s sustainable development by embedding wider economic, social and environmental objectives. Being the initial years, the Company was in the process of evaluating the focus areas/locations of intervention for CSR activities to cater to the present needs of the society and deliver optimal impact.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility and Sustainability Report, which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure D to this Report.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

Corporate Governance

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

A certificate from S. R. Batliboi & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed as Annexure I to this report.

Risk Management

Risk management is embedded in Bharti Airtel’s operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across the Group and prioritise relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Operationally, risk is being managed at the top level by Management Boards in India and South Asia and in Africa (AMB and Africa Exco) and at operating level by Executive Committees of Circles in India and Operating Companies in the international operations.

Detailed discussion on Risk Management forms part of Management Discussion & Analysis under the section ‘Risks and Concerns’, which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Controls and their adequacy

The Company has established a robust framework for internal financial controls. 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. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2016-17.

Other Statutory Disclosures Vigil Mechanism

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company’s website at http://www.airtel.in/ about-bharti/investor-relations/corporate-governance.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

Extract of Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure E to this report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments form part of note 10, 22 and 8 respectively to the financial statements provided in the full version of the Annual Report.

Related Party Transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company’s Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. However, names of Related Parties and details of transactions with them have been included in note 32 of the financial statements provided in the full version of the Annual Report and note 21 of the financial statements provided in abridged version of the Annual Report under Indian Accounting Standard 24.

The Policy on the Related Party Transactions is available on the Company’s website at http://www.airtel.in/wps/wcm/connect/3 6a5305d-f0ba-490c-9eff-152ef6811917/BALPolicy-on-Related-PartyTransactions.pdf?MOD=AJPERES

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure F to this report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure G to this report.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure H to this report.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) t he Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board wishes to place on record their appreciation to the Department of Telecommunications (DoT), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 15 countries in Africa, Company’s bankers and business associates, for the assistance, co-operation and encouragement extended to the Company.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank various partners, viz., Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

For and on behalf of the Board

Place: New Delhi Sunil Bharti Mittal

Date: May 9, 2017 Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Board Report on the Company's business and operations, together with audited financial statements and accounts for the financial year ended March 31, 2015.

Company Overview

Bharti Airtel continued to be among the top four# mobile service providers globally with presence in 20 countries, including India, Sri Lanka, Bangladesh and 17 countries in the African continent. The Company's diversified service range includes mobile, voice and data solutions, using 2G, 3G and 4G technologies. Its service portfolio comprises an integrated suite of telecom solutions to its customers, besides providing long-distance connectivity in India, Africa and the rest of the world. The Company also offers Digital TV and IPTV services in India. All these services are rendered under a unified brand 'airtel', either directly or through subsidiary companies.

The Company also deploys and manages passive infrastructure pertaining to telecom operations through its subsidiary, Bharti Infratel Limited, which also owns 42% of Indus Towers Limited. Together, Bharti Infratel and Indus Towers are the largest passive infrastructure service providers in India.

# Subsequent to the date of this report, Bharti Airtel has become third largest mobile operator in the world in terms of subscribers.

Financial Results

In line with the statutory guidelines, the Company has adopted International Financial Reporting Standards (IFRS) for accounts consolidation, from FY 2010-11. The Company publishes its standalone accounts according to Indian Generally Accepted Accounting Principles (IGAAP). The consolidated and standalone financial highlights of the Company's operations are as follows:

Consolidated Financial Highlights (IFRS)

FY 2014-15 FY 2013-14

Particulars Rs. USD Rs. USD Millions Millions* Millions Millions*

Gross revenue 920,394 15,064 857,461 14,151

EBITDA before 314,517 5,148 278,430 4,595 exceptional items

Cash profits from 285,280 4,669 241,813 3,991 operations

Earning before taxation 107,130 1,753 78,643 1,298

Net Income / (Loss) 51,835 848 27,727 458

*1 USD = Rs. 61.10 Exchange Rate for the financial year ended March 31, 2015. (1 USD = Rs. 60.59 Exchange Rate for the financial year ended March 31, 2014)

Standalone Financial Highlights (IGAAP)

FY 2014-15 FY 2013-14

Particulars Rs. USD Rs. USD Millions Millions* Millions Millions*

Gross revenue 554,964 9,083 499,185 8,239

EBITDA before 246,241 4,030 171,522 2,831 exceptional items

Cash profits from 232,150 3,799 158,158 2,610 operations

Earning before taxation 156,553 2,562 83,774 1,383

Net Income / (Loss) 132,005 2,160 66,002 1,089

*1 USD = Rs. 61.10 Exchange Rate for the financial year ended March 31, 2015.

(1 USD = Rs. 60.59 Exchange Rate for the financial year ended March 31, 2014)

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis section.

Share Capital

During the year, there was no change in the Company's issued, subscribed and paid-up equity share capital. On March 31, 2015, it stood at Rs. 19,987 Mn, divided into 3,997,400,102 equity shares of Rs.5/- each.

General Reserve

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2015.

Dividend

Your Directors have recommended a final dividend of Rs. 2.22 per equity share of Rs. 5 each (44.4 % of face value) for FY 2014-15. The total final dividend payout will amount to Rs. 8,874 Mn, excluding tax on dividend. The payment of final dividend is subject to the approval of shareholders in the Company's ensuing Annual General Meeting (AGM).

During the year, the Company had also paid an interim dividend ofRs. 1.63 (32.6% of face value) per equity share of Rs. 5 each amounting to a total interim dividend payout of Rs. 6,515 Mn excluding tax on dividend. The total dividend appropriation (excluding dividend tax) for FY 2014-15 is Rs. 15,390 Mn.

Transfer of amount to Investor Education and Protection Fund

Since the Company declared its maiden dividend in August 2009 for FY 2008-09, no unclaimed dividend is due for transfer to Investor Education and Protection Fund.

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Capital Market Ratings

As on March 31, 2015, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA and three international rating agencies, namely Fitch Ratings, Moody's and S&P.

CRISIL and ICRA maintained their long-term ratings of the Company. Currently, they rate the Company at [CRISIL] AA / [ICRA] AA , with a stable outlook. Short-term ratings were maintained at the highest end of the rating scale at [CRISIL] A1 / [ICRA] A1 . Fitch, Moody's and S&P also maintained the ratings at BBB-/ Stable, BBB-/Stable and Baa3/Stable, respectively.

As on March 31, 2015, the Company was rated 'Investment Grade' with a 'Stable' outlook by all three international credit rating agencies.

Employee Stock Option Plan

At present, the Company has two Employee Stock Option (ESOP) schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides attracting talent, the schemes also helped retain talent and experience. The HR and Nomination Committee administers and monitors the Company's ESOP schemes.

Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the Trust are transferred to the employee, upon exercise of stock options as per the terms of the Scheme.

Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), issued by SEBI on October 28, 2014, the Company has obtained approval of members through postal ballot, authorising the ESOP Trust to acquire the Company's shares from secondary market, for implementation of ESOP scheme 2005.

A disclosure with respect to ESOP Schemes of the Company as on March 31, 2015 is annexed as Annexure A to this report.

A certificate from M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company's ESOP schemes, would be placed before the shareholders at the ensuing AGM. A copy of the same will also be available for inspection at the Company's registered office.

Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

Subsequent to the end of the financial year, the Company has filed the Order of Hon'ble High Court of Bombay with Registrar of Companies ('ROC'), approving amalgamation of Airtel Broadband Services Private Limited ('ABSPL'), a wholly- owned subsidiary with the Company, on April 9, 2015, which is the effective date and the appointed date of amalgamation. From the filing of the said Order with the ROC, ABSPL ceased to exist.

However, the Scheme has not been given effect to in the financial statements as the appointed date of amalgamation was subsequent to the balance sheet date.

Directors and Key Managerial Personnel

Inductions, Re-appointments, Retirements & Resignations

In line with the Company's policy on Independent Directors, Mr. Ajay Lal has retired from the Board w.e.f. January 22, 2015. Mr. Tsun-yan Hsieh and Mr. Manoj Kohli resigned from the Company's Board w.e.f. September 1, 2014 and February 04, 2015, respectively. The Directors place on record their appreciation for help, guidance and contribution made by the outgoing Directors during their tenure on the Board.

Mr. Shishir Priyadarshi was appointed as an Independent Additional Director on the Board w.e.f. February 04, 2015 for a term of five years, subject to approval of the members in the ensuing AGM. The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Mr. Shishir Priyadarshi as the Company's Non-Executive Independent Director. In the opinion of the Board, Mr. Priyadarshi fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder and is independent of the management and accordingly, the Board recommends his appointment.

Ms. Tan Yong Choo will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

Brief resume, nature of expertise, details of directorships held in other companies excluding foreign companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Clause 49 of the Listing Agreement with the Stock Exchanges, is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Mukesh Bhavnani, Group General Counsel and Company Secretary has resigned w.e.f. March 31, 2015. The Directors place on record their appreciation for the contribution made by him during his tenure. The Board in its meeting held on April 28, 2015 has appointed Mr. Rajendra Chopra as the Company Secretary and Compliance Officer of the Company.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

Board Diversity and Policy on Director's Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board has adopted a policy on 'Nomination, Remuneration and Board Diversity', which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company's website at www.airtel.in/wps/wcm/connect/92b49e0e- 8810-497a-9c3e-9b80657a3688/Policy-on-Remuneration- Nomination-and-Board-Diversity.pdfRs.MOD=AJPERES and is also annexed as Annexure B to this report.

Annual Board Evaluation and Familiarisation Programme for Board Members

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and Listing Agreement is provided in the Report on Corporate Governance, which forms part of this Report.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board of Directors met five times during the previous financial year. As on March 31, 2015, the Board has seven committees, namely, Audit & Risk Management Committee, HR and Nomination Committee, Corporate Social Responsibility ('CSR') Committee, Technology Committee (Dissolved w.e.f. April 28, 2015), Stakeholders' Relationship Committee, Committee of Directors and Airtel Corporate Council.

A detailed update on the Board, its composition, detailed charter including terms and reference of various Board committees, number of Board and Committee meetings held during FY 2014-15 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2015, your Company has 114 subsidiaries, 3 associates and 4 joint ventures, as set out in page no. 266 of the Annual Report (for Abridged Annual Report please refer page no. 95).

During FY 2014-15, Wynk Limited was incorporated as a subsidiary and FireFly Networks Limited became joint venture of the Company. Bharti Airtel Acquisition Holdings B.V., Bharti Airtel Cameroon B.V., Bharti DTH Services Zambia Limited, Airtel DTH Services Tanzania Limited and Rwanda Towers Limited ceased to be subsidiaries of the Company.

There was no change in the associate companies during the previous financial year.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of financial statements of subsidiary, associate and joint venture companies is annexed on page no. 103 of the Abridged Annual Report and page no. 273 of the full version Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary, associate and joint venture.

The audited financial statements of each of its subsidiary, associate and joint venture companies are available for inspection at the Company's registered office and also at registered offices of the respective companies.

Copies of the annual accounts of the subsidiary, associate and joint venture companies will also be made available to the investors of Bharti Airtel and those of the respective companies upon request.

Abridged Annual Report

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts of Companies) Rules, 2014 and Clause 32 of the Listing Agreement, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for FY 2014-15, who have not registered their e-mail id. The Abridged Annual Report is being circulated to the members excluding the 'disclosure on ESOPs', 'Policy on Nomination, Remuneration and Board Diversity', 'Secretarial Audit Report', 'Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013', 'Business Responsibility Report', 'Report on Corporate Governance and Auditors' Certificate on compliance of conditions of Corporate Governance, 'Extract of Annual Return', 'Note on Energy conservation, Technology Absorption and Foreign Exchange Earning and Outgo' and 'Disclosure relating to remuneration u/s 197(12) read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel), Rules, 2014'.

Members who desire to obtain the full version of the report may write to the Company Secretary at the registered office address and will be provided with a copy of the same. Full version of the Annual Report will also be available on the Company's website, www.airtel.com.

Auditors and Auditors' Report

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. S. R. Batliboi & Associates, LLP were appointed as the Company's Statutory Auditors by the shareholders in the AGM held on September 1, 2014, for a period of three years i.e. till the conclusion of 22nd AGM.

The said appointment is subject to ratification by the members at every AGM. Accordingly, the appointment of M/s. S. R. Batliboi & Associates, LLP, Chartered Accountants, as the Company's Statutory Auditors, is placed for ratification by the members. The Company has received certificate from the Auditors to the effect that ratification of their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Board has duly examined the Statutory Auditors' Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

As regards the comments under para i(a) of the Annexure 1 to the Independent Auditors' Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company is in the process of executing a comprehensive project with the involvement of technical experts, for deploying automated tools and processes which will enable near real-time tracking of fixed assets and reconciliation thereto. This project is expected to be completed by next year. Additionally, with regard to the comments under para i(b) of the Annexure 1 to the Independent Auditors' Report regarding reconciliation of the quantitative and situation details of the physical verification results with the records maintained by the Company, the same is in progress and we believe that the impact is not expected to be material.

Cost Auditors

The Board, on the recommendation of the Audit & Risk Management Committee has approved the appointment of M/s. R. J. Goel & Co., Cost Accountants, as Cost Auditor, for the financial year ending March 31, 2016. The Cost Auditors will submit their report for the financial year ending 2014-15 on or before the due date.

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 is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Secretarial Auditor

The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2015. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure C to this report.

The Board has reappointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for FY 2015-16.

Sustainability Journey

Sustainability initiatives have been integral to Bharti Airtel's journey, since inception. In last four years the Company added a more comprehensive and structured sustainability plan with active cooperation of its stakeholders. Bharti Airtel's aim is to benefit the planet and the community through its operations and engagements. The Company is putting focus on diverse issues like climate change, employee engagement, waste management, digital inclusion and impact on communities, among others. The Company is committed to maintain the highest standards of governance, safety and environmental performance across the value chain.

An update on the Company's sustainability journey forms part of the Corporate Social Responsibility and Sustainability report. The detailed sustainability report of the Company is available on the Company's website at www.airtel.in/ sustainability.

Corporate Social Responsibility (CSR)

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. It lies at the heart of the Company's business operations. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the society's sustainable development.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.

The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company's website at www.airtel.in/wps/wcm/connect/ fd7b3172-02e5-4e25-af7e-51d64cc17534/CSR Policy. pdfRs.MOD=AJPERES&ContentCache=NONE

During FY 2014-15, the Company has spent Rs. 411 Mn towards the CSR activities. Being the initial year, the Company was in the process of evaluating the focus areas / locations of intervention for CSR activities to cater to the pressing needs of society and deliver optimal impact. As a socially responsible Company, your Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in India's sustainable development by embedding wider economic, social and environmental objectives.

A detailed update on the CSR initiatives of the Company is provided in the Corporate Social Responsibility and Sustainability Report, which forms part of the Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure D to this Report.

Business Responsibility Report

As stipulated under the Listing Agreement, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section, forming part of the Annual Report.

Corporate Governance

A detailed report on Corporate Governance, pursuant to the requirements of Clause 49 of the Listing Agreement, forms part of the Annual Report.

A certificate from M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Gurgaon, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49, is annexed as Annexure H to this report.

Risk Management

Risk management is embedded in Bharti Airtel's operating framework. The Company believes that managing risks goes hand-in-hand with maximising returns. To this effect, there is a robust process in place to identify key risks across the Group and prioritise relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

During the year, a Risk Management Policy has been approved by Audit & Risk Management Committee and the Board. The objective of this Policy is to have a well- defined approach to risk. The Policy lays broad guidelines for the appropriate authority so as to be able to do timely identification, assessment, and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately compensated or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with a full status of the risk assessments and management.

Operationally, risk is being managed at the top level by Management Boards (AMB and Africa Exco) and at operating level by Executive Committees of Circles in India and Operating Companies in the international operations.

Detailed discussion on Risk Management has been given as a part of Management Discussion & Analysis under the section 'Risks and Concerns', which forms part of this Annual Report.

Internal Financial Control

The Company has in place adequate tools, 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. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Other Statutory Disclosures

Vigil Mechanism

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company's website at www.airtel.in/about- bharti/investor-relations/corporate-governance.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

Extract of Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management And Administration) Rules, 2014, the extracts of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure E to this report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments form part of Note no. 18 & 24, 26 and 17 & 20 respectively to the financial statements provided in the full version of the Annual Report.

Related Party Transactions

A detailed note on procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of this Annual Report.

All arrangements / transactions entered by the Company with its related parties during the year were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company's Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no. 48 to the financial statements provided in the full version of the Annual Report and Note no. 24 of the financial statements provided in abridged version of the Annual Report under Accounting Standard 18.

The Policy on the Related Party Transactions is available on the Company's website at www.airtel.in/wps/wcm/ connect/36a5305d-f0ba-490c-9eff-152ef6811917/BALPolicy- on-Related-Party-Transactions.pdfRs.MOD=AJPERES

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure F to this report.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure G to this report.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been enclosed with this report.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors wish to place on record their appreciation to the Department of Telecommunications (DoT), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 17 countries in Africa, Company's bankers and business associates, for the assistance, co-operation and encouragement they extended to the Company.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank various partners, viz., Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

For and on behalf of the Board

Date: April 28, 2015 Sunil Bharti Mittal

Place: New Delhi Chairman


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 19th Annual Report on the Company''s business and operations, together with audited financial statements and accounts for the financial year ended March 31, 2014.

Company Overview

Bharti Airtel continued to be among the top four mobile service providers globally with presence in 20 countries, including India, Sri Lanka, Bangladesh and 17 countries in the African continent. The Company''s diversified service range includes mobile, voice and data solutions using 2G, 3G and 4G technologies. Its service portfolio also comprises an integrated suite of telecom solutions to its customers, besides providing long-distance connectivity in India, Africa and rest of the world. The Company also offers Digital TV and IPTV services in India.

All these services are rendered under a unified brand ''airtel'', either directly or through subsidiary companies. The Company also deploys, owns and manages passive infrastructure pertaining to telecom operations through its subsidiary, Bharti Infratel Limited, which also owns 42% of Indus Towers Limited. Together, Bharti Infratel and Indus Towers is the largest passive infrastructure service provider in India.

Financial Results

In line with the statutory guidelines, the Company has adopted International Financial Reporting Standards (IFRS) for accounts consolidation from FY 2010-11. The Company publishes its standalone accounts according to India''s Generally Accepted Accounting Principles (IGAAP). The consolidated and standalone financial highlights of the Company''s operations are as follows:

Consolidated Financial Highlights (IFRS)

FY 201-14 FY 2012-13 Particulars Rs. USD Rs. USD Millions Millions* Millions Millions*

Gross revenue 857,461 14,151 769,045 14,129

EBITDA before 277,770 4,584 232,579 4,273 exceptional items

Cash profit from 241,813 3,991 195,643 3,594 operations before derivatives and forex fluctuations (before exceptional items)

Earnings before taxation 78,643 1,298 47,853 879

Net Income / (loss) 27,727 458 22,757 418

* 1 USD = Rs. 60.59 Exchange Rate for financial year ended March 31, 2014 (1 USD = Rs. 54.43 for financial year ended March 31, 2013)

Standalone Financial Highlights (IGAAP)

FY 201-14 FY 2012-13 Particulars Rs. USD Rs. USD Millions Millions* Millions Millions*

Gross revenue 499,185 8,239 453,509 8,332

EBITDA before 171,522 2,831 149,338 2,744 exceptional items

Cash profit from 158,158 2,610 132,815 2,440 operations after derivatives and forex fluctuations (after exceptional items)

Earnings before taxation 83,774 1,383 64,548 1,186

Net Income / (loss) 66,002 1,089 50,963 936

* 1 USD = Rs. 60.59 Exchange Rate for financial year ended March 31, 2014

(1 USD = Rs. 54.43 for financial year ended March 31, 2013)

The financial results and the results of operations including major developments have been further discussed in detail in the Management Discussion and Analysis section.

Share Capital

During the year, the Company allotted 199,870,006 fully paid up equity shares of face value of Rs. 5/- each to Three Pillars Pte. Limited, Singapore an affiliate of Qatar Foundation Endowment SPC (belonging to non-promoter category) at an issue price of Rs. 340/- per equity share (including premium of Rs. 335/- per equity share) for an aggregate consideration of Rs. 67,955.80 Mn (Rupees sixty seven billion nine hundred and fifty five million eight hundred and two thousand and forty only) on preferential basis.

Accordingly, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 18,987.65 Mn divided into 3,797,530,096 equity shares of Rs. 5/- each as on March 31, 2013 to Rs. 19,987 Mn divided into 3,997,400,102 equity shares of Rs. 5/- each as on March 31, 2014.

General Reserve

Pursuant to Section 123 of the Companies Act, 2013, the Company is not mandatorily required to transfer any amount to the General Reserve. Accordingly, the Company has not transferred any amount to the General Reserve.

Dividend

The Board recommends a final dividend of Rs. 1.80 per equity share of Rs. 5 each (36% of face value) for the FY 2013-14. The total dividend payout will amount to Rs. 7,195 Mn excluding tax on dividend. The payment of dividend is subject to the approval of the shareholders in the Company''s ensuing Annual General Meeting.

Transfer of amount to Investor Education and Protection Fund

Since the Company declared its maiden dividend in August 2009 for the FY 2008-09, no unclaimed dividend is due for transfer to Investor Education and Protection Fund.

Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Capital Market Ratings

As on March 31, 2014, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA, and three international rating agencies, namely Fitch Ratings, Moody''s and S&P.

—- CRISIL and ICRA maintained their long-term ratings of the Company. Currently, they rate the Company at [CRISIL] AA / [ICRA] AA with a stable outlook. Short- term ratings were reaffirmed at the highest end of the rating scale at [CRISIL] A1 / [ICRA] A1 .

-— During the year, Moody''s, an international credit rating agency, initiated ratings coverage on the Company and assigned it a rating of Baa3, with a stable outlook. As of March 31, 2014, the Company continued to be rated at the same level by Moody''s.

—- S&P upgraded its ratings to BBB- with a stable outlook during the year (BB / Stable earlier).

-— Fitch maintained its rating at BBB- but upgraded the outlook to Stable (BBB- / Negative earlier).

As on March 31, 2014, the Company was rated "Investment Grade" with a ''Stable'' outlook by all three international credit rating agencies.

Employee Stock Option Plan

The Company presently has two Employee Stock Option (ESOP) schemes, namely the Employee Stock Option Scheme 2001 and the Employee Stock Option Scheme 2005. Besides attracting talent, the Schemes also helped to retain talent and experience.

Both the above mentioned ESOP schemes are at present administered through a Trust, whereby the shares held / acquired by the Trust are transferred to the employee, upon exercises of stock options as per the terms of the Scheme.

In view of the Circular issued by SEBI, the Company stopped acquiring further shares from the open market towards appropriation of the same for the ESOP scheme 2005. The shares acquired / held by the Trust prior to the circular will be utilised to administer the above schemes in accordance with the applicable regulations.

In compliance with the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines), HR & Nomination Committee administers and monitors the Company''s ESOP schemes. The applicable disclosures as stipulated under the SEBI Guidelines, as on March 31, 2014 are provided in Annexure C to this report.

A certificate from M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company''s ESOP schemes, would be placed before the shareholders at the ensuing Annual General Meeting. A copy of the same will also be available for inspection at the Company''s registered office.

Directors

In line with the Company''s policy on Independent Directors, Mr. Pulak Prasad has retired from the Board w.e.f. September 5, 2013. Further, during the previous financial year, Mr. Nikesh Arora ceased to be the Director of the Company w.e.f. March 13, 2014. The Directors place on record their appreciation for help, guidance and contribution made by the outgoing Directors during their tenure on the Board.

Sheikh Faisal Thani Al-Thani, Mr. Ben Verwaayen, Mr. V. K. Viswanathan and Mr. D. K. Mittal were appointed as Additional Directors during the year. They will cease to hold office on the date of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received notices from members under Section 160 of the Companies Act, 2013 (Corresponding section to Section 257 of the Companies Act, 1956), proposing the appointment of Sheikh Faisal Thani Al-Thani as the Company''s Non-Executive Director and appointment of Mr. Ben Verwaayen, Mr. V. K. Viswanathan and Mr. D. K. Mittal as the Company''s Non-Executive Independent Directors along with necessary deposit of Rs. 1,00,000/- for each Director. The Board recommends their appointment.

Ms. Chua Sock Koong and Mr. Rajan Bharti Mittal retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

In terms of Section 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement, it is proposed to appoint Mr. Manish Kejriwal, Ms. Obiageli Ezekwesili and Mr. Craig Ehrlich as Independent Directors of the Company to hold office for the term as mentioned in the explanatory statement to item nos. 7 to 14 of notice of the Annual General Meeting.

Mr. Tsun-yan Hsieh, Independent Director has expressed his desire to step down from the Board effective from the conclusion of ensuing Annual General Meeting. Accordingly, his appointment as an Independent Director for a further term, as required under the provisions of Companies Act, 2013, is not being proposed to the shareholders at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges and in the opinion of the Board, all the Independent Directors proposed to be appointed fulfil the conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management. The Board recommends their appointment.

A brief resume, nature of expertise, details of directorships held in other public limited companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Clause49 of the Listing Agreement with the Stock Exchanges, is appended as an annexure to the Notice of the before ensuing Annual General Meeting.

Subsidiary Companies

As on March 31, 2014, your Company has 117 subsidiary companies, as set out in Page no. 242 of the Annual Report (for Abridged Annual Report please refer Page no. 92).

Pursuant to the General Circular No. 2 / 2011, dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet, statement of profit & loss and other documents, as set out in Section 212(1) of the Companies Act, 1956, in respect of its subsidiary companies, for the year ended March 31, 2014.

The statement pursuant to the above referred circular is annexed on page no. 99 of the Abridged Annual Report and page no. 249 of the full version Annual Report.

The audited financial statements of each of its subsidiaries are available for inspection at the Company''s registered office and the registered office of the respected subsidiary companies. Copies of the annual accounts of the subsidiary companies will also be made available to the investors of Bharti Airtel and those of the subsidiary companies upon request.

Abridged Financial Statements

In terms of the provision of Section 219(1)(b)(iv) of the Companies Act, 1956 and Clause 32 of the Listing Agreement, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profit & loss and other documents to the shareholders for the FY 2013-14, who have not registered their e-mail id. Full version of the Annual Report will be available on the Company''s website, www.airtel.com, and will also be made available to investors upon request. To support the green initiative of the Ministry of Corporate Affairs and in accordance with the provisions of Companies Act, 2013, the Company has also decided to send all future communications, including the Annual Report, through email to those shareholders, who have registered their email id with their depository participant / Company''s registrar and share transfer agent. If a shareholder wishes to receive a printed copy of such communications, he / she may please send a request to the Company, which will send a printed copy of the communication to the shareholder. The shareholders are hereby requested to kindly update their email ids with the Registrar and share transfer agent (RTA) and respective Depository Participants (DPs).

Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Corporate Governance

A detailed report on Corporate Governance, pursuant to the requirements of Clause 49 of the Listing Agreement, forms part of the Annual Report. However, in terms of the provision of Section 219(1)(b)(iv) of the Companies Act, 1956 and Clause 32 of the Listing Agreement, the Abridged Annual Report, excluding this report, has been sent to the Company''s members. Members who desire to obtain the full version of the report may write to the Company Secretary at the registered office address and will be provided with a copy of the same. A certificate from M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Gurgaon, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49, is annexed to the report as Annexure A.

Corporate Social Responsibility & Sustainability and Business Responsibility Report

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. It lies at the heart of the Company''s business operations. Detailed information on the Company''s CSR initiatives is provided in this Annual Report''s CSR section and the Business Responsibility Report.

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as a part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective.

Accordingly, a detailed report on Corporate Social Responsibility and Business Responsibility Report forms a part of the Annual Report. However, in terms of the Section 219(1)(b)(iv) of the Companies Act, 1956 and Clause 32 of the Listing Agreement, the Abridged Annual Report, excluding this report, will be sent to the Company''s members. Members who desire to obtain the full version of the report may write to the Company Secretary at the registered office address and will be provided with a copy of the same.

Sustainability Journey

Sustainability initiatives have been integral to the Company''s journey since inception. The last three years witnessed the Company adding a more comprehensive and structured sustainability plan with active co-operation of all stakeholders. The objective is to benefit our community and the planet through all our operations and engagements. Bharti Airtel is strengthening its efforts on issues like climate change, employee engagement, waste management, digital inclusion and impact on communities, among many others.

The Company is committed to maintain the highest standards of governance, safety and environmental performance across the value chain.

An update on the sustainability journey of the Company forms part of the Corporate Social Responsibility and Sustainability report. The detailed sustainability report for the year 2012-13 is available on the website of the Company and can be viewed by clicking the hyperlink "http://www.airtel.in/sustainability".

Statutory Auditors

The Company''s Statutory Auditors, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Gurgaon, will retire at the conclusion of the ensuing Annual General Meeting.

In terms of provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors (including Associate Audit Firm) can be appointed for a maximum term of 10 years which shall be inclusive of the existing tenure completed by such Statutory Auditors.

Since, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants has completed 7 years as Statutory Auditors of the Company, it is proposed to re-appoint them for a further term of 3 consecutive years from the conclusion of the ensuing Nineteenth Annual General Meeting to the conclusion of Twenty-Second Annual General Meeting subject to ratification by the shareholders at every Annual General Meeting.

The Company has received letters from the Auditors to the effect that their appointment, if made, shall be in accordance with the conditions as prescribed in the rule 4 of the Companies (Audit and Auditors) Rules, 2014, and that they are not disqualified for appointment within the meaning of Section 139 and 141 of the Companies Act, 2013.

Auditors'' Report

The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

As regards the comments under para i(a) of the annexure to the Independent Auditors'' Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company has initiated a comprehensive project with the involvement of technical experts, to deploy automated tools and processes which will enable near real- time tracking and reconciliation of fixed assets. This project will be spread over two years.

Cost Auditors

The Board, on the recommendation of the Audit Committee and subject to the rules to be notified by the Ministry of Corporate Affairs (MCA) in this regard, has approved the appointment of M/s. R. J. Goel & Co., Cost Accountants, as Cost Auditor for the financial year ending March 31, 2015. The Cost Auditors will submit their report for the financial year ending 2013-14 on or before the due date.

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 is required to be ratified by the shareholders, the Board recommends the same for the approval by the shareholders at the Annual General Meeting.

Secretarial Audit Report

The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2014. The Secretarial Auditors have submitted their report confirming the compliance with all the applicable provisions of various corporate laws. The Secretarial Audit Report is provided separately in the Annual Report. However, in terms of the provision of Section 219(1)(b)(iv) of the Companies Act, 1956 and Clause 32 of the Listing Agreement, the Abridged Annual Report, excluding this annexure, will be sent to the Company''s members. Members who desire to obtain this information may write to the Company Secretary at the registered office address and will be provided with a copy of the same.

Particulars of Employees

The information, as required to be provided in terms of Section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, have been set out in the enclosed annexure to this report. In terms of the provision of Section 219(1)(b)(iv) of the Companies Act, 1956 and Clause 32 of the Listing Agreement, the Abridged Annual Report that has been sent to the Company''s members does not contain the same. Members who desire to obtain this information may write to the Company Secretary at the registered office address and will be provided with a copy of the same.

Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo

Being a service providing organisation, most of the information of the Company, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, as amended, is not applicable. However, the information, as applicable, has been given in Annexure B to this report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

I. The applicable accounting standards have been followed, along with proper explanation relating to material departures, in the preparation of the annual accounts for the year ended March 31, 2014.

II. They have selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the Company''s state of affairs and profits, as at the end of the financial year.

III. They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, and to safeguard the Company''s assets and to prevent and detect fraud and other irregularities.

IV. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their appreciation to the Department of Telecommunications (DoT), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 17 countries in Africa, Company''s Bankers and business associates, for the assistance, co-operation and encouragement they extended to the Company. The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank various partners, viz. Bharti Telecom Limited, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future.

For and on behalf of the Board

Date: April 29, 2014 Sunil Bharti Mittal

Place: Gurgaon Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pLeasure in presenting the 18th AnnuaL Report on the Company''s business and operations, together with the audited financiaL statements for the year ended March 31, 2013.

Company Overview

Bharti AirteL continued to be among the top four mobiLe service providers gLobaLLy with presence in 20 countries, incLuding India, Sri Lanka, BangLadesh and 17 countries in the African continent. The Company''s diversified service range incLudes mobiLe, voice and data soLutions using 2G, 3G and 4G technoLogies. Its service portfoLio aLso comprises an integrated suite of teLecom soLutions to its customers, besides providing Long-distance connectivity in India, Africa and rest of the worLd. The Company aLso offers DigitaL TV and IPTV services in India.

ALL these services are rendered under a unified brand ''airteL'', either directLy or through subsidiary companies. The Company aLso depLoys, owns and manages passive infrastructure pertaining to teLecom operations through its subsidiary, Bharti InfrateL Limited, which owns 42% of Indus Towers Limited. Together, Bharti InfrateL and Indus Towers are the Largest passive infrastructure service providers in India.

Financial Results

In Line with the statutory guideLines, the Company has adopted InternationaL FinanciaL Reporting Standards (IFRS) for accounts consoLidation from FY 2010-11. ConsoLidated and standaLone financiaL highLights of the Company''s operations are as foLLows:

Consolidated Financial Highlights (IFRS)

Particulars FY 2012-13 FY 2011-12

Rs. Millions USD Millions* Rs. Millions USD Millions*

Gross revenue 803,112 14,754 714,508 14,937

EBITDA 248,704 4,569 237,123 4,957

Cash profit from operations before derivatives and forex fluctuations 208,008 3,821 204,836 4,282

Earnings before taxation 49,820 915 65,183 1,363

Net profit 22,757 418 42,594 890

* 1 USD = Rs. 54.43 Exchange Rate for financiaL year ended March 31, 2013 (1 USD = Rs. 47.84 for financiaL year ended March 31, 2012).

Standalone Financial Highlights (IGAAP)

Particulars FY 2012-13 FY 2011-12

Rs. Millions USD Millions* Rs. Millions USD Millions*

Gross revenue 453,509 8,332 416,038 8,696

EBITDA 149,633 2,749 143,016 2,989

Cash profit from operations after derivatives and forex fluctuations 132,815 2,440 128,722 2,691

Earnings before taxation 64,548 1,186 69,562 1,454

Net profit 50,963 936 57,300 1,198

* 1 USD = Rs. 54.43 Exchange Rate for financial year ended March 31, 2013 (1 USD = Rs. 47.84 for financial year ended March 31, 2012).

The financial results and the results of operations have further been discussed in detail in the Management Discussion and Analysis section.

Share Capital

During the year, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2013, it stood at Rs. 18,987,650,480, divided into 3,797,530,096 equity shares of Rs. 5 each.

General Reserve

An amount of Rs. 3,830 Mn has been transferred to the General Reserve out of Bharti Airtel''s total standalone profit of Rs. 50,963 Mn for the financial year ended March 31, 2013.

Dividend

The Board recommends a final dividend of Rs. 1 per equity share of Rs. 5 each (20% of face value) for the financial year 2012-13. The total dividend payout will amount to Rs. 3,798 Mn excluding tax on dividend. The payment of dividend is subject to the approval of the shareholders in the Company''s ensuing Annual General Meeting.

Transfer of Amount to Investor Education and Protection Fund

Since the Company declared its maiden dividend in August 2009 for the FY 2008-09, no unclaimed dividend is due for transfer to Investor Education and Protection Fund.

Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Capital Market Ratings

As on March 31, 2013, Bharti Airtel is rated by two domestic rating agencies, namely CRISIL and ICRA, and two international rating agencies, viz. Fitch Ratings and S&P.

- CRISIL and ICRA revised their long-term ratings of the Company. Currently, they rate the Company at [CRISIL] AA /[ICRA] AA with a stable outlook. Short-term ratings were reaffirmed at the highest end of the rating scale at [CRISIL] A1 /[ICRA] A1

- Fitch Ratings and S&P reaffirmed their respective ratings at BBB- with negative outlook and BB with stable outlook

Employee Stock Option Plan

The Company presently has two Employee Stock Option (ESOP) schemes, namely the (Employee Stock Option Scheme 2001) and the Employee Stock Option Scheme 2005. Besides attracting talent, the Schemes also helped to retain talent and experience.

Both the above mentioned ESOP schemes are presently administered through a Trust, whereby the shares held/ acquired by the Trust are transferred to the employees upon exercises of stock options as per the terms of the Scheme.

In view of the recent CircuLar issued by SEBI, the Company stopped acquiring further shares from the open market toward appropriation of the same for the ESOP scheme 2005. The shares acquired/heLd by the Trust prior to the circuLar wiLL be utiLised to administer the above schemes in accordance with the appLicabLe reguLations.

The ESOP Compensation Committee, constituted in accordance with the Securities and Exchange Board of India (EmpLoyee Stock Option Scheme and EmpLoyee Stock Purchase Scheme) GuideLines, 1999 (the SEBI GuideLines), administers and monitors the Company''s ESOP schemes. The appLicabLe discLosures as stipuLated under the SEBI GuideLines, as on March 31, 2013, are provided in Annexure C to this report.

A certificate from M/s. S. R. BatLiboi & Associates LLP, Chartered Accountants, Statutory Auditors, with respect to the impLementation of the Company''s ESOP schemes, wouLd be pLaced before the sharehoLders at the ensuing AnnuaL GeneraL Meeting. A copy of the same wiLL aLso be avaiLabLe for inspection at the Company''s registered office.

Branding

FY 2012-13 was marked by significant achievements on the brand front. Strategic repositioning of brand airteL was acceLerated to make it younger, LiveLier and better connected. The brand foLLowed a coherent strategy for a younger and fresher brand anchored in the ''Friendship'' communication territory.

In India, various advertisement campaigns, incLuding Har Friend Zaroori, Jo Mera Hai TV CommerciaL and others enhanced the popuLarity of brand airteL further. AirteL Rising Stars gained more popuLarity in 2012, as it engaged the youth across India, Sri Lanka and BangLadesh. Our association with Manchester United was Leveraged, aLLowing young peopLe to go for training at the Manchester Soccer SchooL Academy, UK. In 2012, Bharti AirteL heLped ingrain the Love for F1 sport in the minds of the Indian audience through the stars MichaeL Schumacher and Nico Rosberg.

In Africa, Innovative trade branding tooLkits were successfuLLy roLLed out in aLL countries. During the year, over 650,000 square metres of waLL branding were compLeted, and Picture of Success (PICOS) roLLed out in over 231,000 retaiL outLets, 625 express shops and about 6,000 pan-Africa extra outLets. The Company aLso created airteL Smartphones Logo for device merchandising, which was impLemented in 13 countries. ARS Africa Championship, the Largest and first-of-its-kind youth soccer tournament for boys and girLs in the continent, was successfuLLy inaugurated in Nairobi, Kenya. As many as 15 countries participated in the event, which was endorsed and flagged off by the Kenyan Prime Minister. The Company roLLed out airteL FootbaLL TV Show on DSTV, which premiered on the popuLar SuperSport channeL. It aLso Launched digitaL pLatforms for consumer engagement via airteL-footbaLL.com and facebook.com/AirteLFootbaLL.

The Company compLeteLy revamped its internet and sociaL media presence. This initiative heLped increase its community sizes by more than 600% to over 7 Mn and created one of India''s buzziest and most engaging sociaL media brands.

Brand airteL was ranked as No. 1 among the service brands in 2012 by Brand Equity''s Most Trusted Brand Survey. It aLso won severaL awards, incLuding seven Abbies at GoaFest, four Effies, three BLoomberg Brand Leadership awards, CNN- IBN''s Brand of the Year award, Yahoo''s 360 Campaign of the Year award, agency faq''s third Buzziest Indian Brand and so on. Bharti AirteL captured the numero uno position among teLecom brands in Economic Times'' Brand Trust ratings. It aLso entered the FinanciaL Times London''s List of Top 100 GLobaL Brands. The Nigeria HaLf DoLLar campaign was Listed as a finaList in the Facebook Studio Awards.

Major Agreements and Alliances

The Company signed the foLLowing key agreements/aLLiances in the year under review with:

- Ericsson for Access Agnostic Packet Core catering to 2G, 3G and, in Future, 4G customers in aLL countries of Africa

- HP to provide CLoud-enabLed pLatform (CLEP) to offer CLoud-based services across aLL geographies in Africa

- Ceragon, NSN and Ericsson for suppLy and instaLLation of Trunk Microwave to create high-capacity backbones across aLL geographies in Africa

- Huawei and Ericsson for IN system to impLement Latest features, hardware modernisation and geographicaL redundancy in India

- Cisco and ALcateL Lucent (using Ruckus technoLogy) to depLoy Wi-Fi hotspots in high footfaLL areas in top Indian cities

- Spirent, AgiLent TechnoLogies, Rohde & Schwarz, JDSU and IXIA WirteL to augment our state-of-the-art, in- house vaLidation Laboratory capabiLities for India

- Microsoft to Launch Office 365 (O365) product for its subscribers in India through airteL CLoud EnabLement PLatform

- TURNER for two new advertisement-free channeLs on airteL digitaL TV in India, nameLy HBO Hits and HBO Defined, to deLiver a new, premium movie-viewing experience to the subscribers

- SAREGAMA and Timbre Media to provide 12 radio channeLs for iMusicspace service on airteL digitaL TV to enabLe genre-wise music-Listening experience to the subscribers

New Products/Initiatives

During the year under review, the Company Launched various new and innovative products and services, directLy as weLL as through its subsidiaries. These offerings enabLed it to strengthen its Leadership in an intenseLy competitive market. Some of the key Launches/initiatives across geographies during the year in retrospect are discussed beLow.

India

Superior customer experience has been at the heart of aLL initiatives and products that were Launched during the year. The Company''s presence across pLatforms - 2G, 3G, 4G and DSL - enabLes our customers to experience data across screens. For improved data experience, we Launched near reaL-time GPRS usage monitoring tooL and, thereby reduced customer compLaints.

To improve pLatinum and soLitaire customer satisfaction, the Company initiated severaL focused programmes Like priority access at caLL centres and offering attractive deaLs and discounts.

With our focus on customer convenience, adding non-traditionaL channeLs of contact became a focus area. We have estabLished our presence across popuLar sociaL networking sites and onLine forums.

During 2012-13, we undertook several key initiatives including the following:

- Launched 4G services in Pune, foLLowed by Chandigarh, taking the totaL number of cities with 4G services to four (BangaLore, KoLkata, Pune and Chandigarh)

- DeveLoped Apps and Games Store with APPIA, which is ranked third gLobaLLy as an Apps and games Store, and heLped consumers downLoad data; a maximum of 100,000 downLoads were performed in a day

- Launched HD gaming, offering high-definition games for smartphones Like android and 3G devices

- Launched airteL Live Wap portaL in Hindi to open up the worLd of internet for even a Larger number of consumers

- CoLLaborated strategicaLLy with Opera Browser to enhance MobiLe Internet browsing experience on 2G networks

- Integrated BiLLing API with Nokia Store to heLp customers pay from their airteL waLLet and downLoad apps and games from Nokia Store

- Launched mBazaar, a unique service, which uses an innovative business modeL of Lead generation to provide a market pLace to customers and enabLes an unLimited search and deaLs at the Location nearest to them at a very nominaL price

- Introduced RuraL PortaL - a first-of-its-kind innovative service catering to the ruraL segment

- Launched the unique Emergency ALerts service to enabLe subscribers send instant and automatic aLerts

- Introduced new innovative services in the DTH business; added recording faciLity on High Definition (HD) boxes to heLp a customer record content on USB drives, whiLe watching his/her favourite channeL on High Definition (HD) Set Top Boxes and DigitaL Video Recorders (DVR) with 3D capabiLities

- Introduced iExam with content on Bank PO, MBA, MedicaL, CLass 8th, 9th and 10th exams

- Opened up money transfer through airteL money to any bank account in India on the non-KYC Express waLLet, aLong with P2P transfers to any other airteL money account

- Partnered with Axis Bank to Launch the Super Account in May 2012 to heLp customers save and earn interest on their airteL money account, as weLL as cash-out according to their requirement

Africa

- Implemented Cloud Portal (without Billing) for Nigeria

- Introduced 64K SIM Standardisation in 14 countries to ensure higher capacity SIM card avaiLabiLity to increase VAS content for the subscriber and to standardise SIM card profiLes across the African countries

- ImpLemented Doctor on CaLL in MaLawi to give customers the opportunity to consuLt doctors over mobiLe phone

- Launched BB10 in Nigeria, making it the first country to introduce this BLackBerry device that offers new Look and feeL and provides a different BLackBerry experience; the operator''s infrastructure, as weLL as the way the BLackBerry services wiLL be packaged and commerciaLised are aLso different

Other Developments

During the year, Bharti InfrateL Limited, the Company''s subsidiary, made an InitiaL PubLic Offering (IPO) through book buiLding process. The subsidiary raised Rs. 32,303 Mn from the fresh issue of 146.2 Mn equity shares at an average price of Rs. 220.90 per share of face vaLue Rs. 10 each. Bharti InfrateL''s shares were Listed on December 28, 2012, on NSE and BSE.

Directors

During the year under review w.e.f. September 06, 2012, Lord Evan Mervyn Davies and H.E. Dr. SaLim Ahmed SaLim and w.e.f. September 26, 2012, Mr. AkhiL Gupta, Mr. Rakesh Bharti MittaL and Mr. Hui Weng Cheong ceased to be the Directors and Mr. N. Kumar retired from the Board w.e.f. February 01, 2013. The Directors pLace on record their appreciation for the heLp, guidance and contribution made by them during their tenure as Directors.

Ms. ObiageLi EzekwesiLi and Mr. Manish KejriwaL were appointed as AdditionaL Directors w.e.f. September 26, 2012. They wiLL cease to hoLd office at the forthcoming AnnuaL GeneraL Meeting and are eLigibLe for re-appointment. The Company has received notices from members under Section 257 of the Companies Act, 1956, proposing the appointment of Ms. ObiageLi EzekwesiLi and Mr. Manish KejriwaL as the Company''s Non-Executive Directors. The Board recommends their appointment.

Mr. Manoj KohLi and Mr. GopaL VittaL were aLso appointed as Managing Director and Joint Managing Director, respectiveLy, of the Company for a period of five years w.e.f. February 01, 2013. The approvaL of the members was obtained for this through postaL baLLot notice dated February 1, 2013.

Ms. Tan Yong Choo, Mr. Ajay LaL and Mr. PuLak Prasad retire by rotation at the forthcoming AnnuaL GeneraL Meeting. Ms. Tan Yong Choo and Mr. Ajay LaL, being eLigibLe, have offered themseLves for re-appointment. In terms of the poLicy on Independent Directors adopted by the Board, Mr. PuLak Prasad, Independent Director, has compLeted his term of office and does not seek re-appointment for succeeding term in the ensuing AnnuaL GeneraL Meeting.

A brief resume of the Directors proposed to be appointed/ re-appointed, as stipulated under CLause 49 of the Listing Agreement with the Stock Exchanges, is appended as an annexure to the Notice of the ensuing Annual General Meeting.

Subsidiary Companies

As on March 31, 2013, your Company has 119 subsidiary companies, as set out in page no. 227 of the Annual Report (for abridged Annual Report please refer page no. 87).

Pursuant to the General Circular No. 2/2011, dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet, statement of profit & Loss, and other documents, as set out in Section 212(1) of the Companies Act, 1956, in respect of its subsidiary companies, for the year ended March 31, 2013.

Annual accounts of these subsidiary companies, along with related information, are available for inspection at the Company''s registered office and the registered office of the respected subsidiary companies. Copies of the Annual Report of the subsidiary companies will also be made available to the investors of Bharti Airtel and those of the subsidiary companies upon request.

The statement pursuant to the above referred circular is annexed on page no. 93 of the Abridged Annual Report and page no. 234 of the fuU version Annual Report.

Abridged Financial Statements

In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Board of Directors has decided to circulate printed copy of the Abridged Annual Report containing salient features of the balance sheet and the statement of profit & Loss to the shareholders for the financial year 2012-13, who have not registered their email id. Full version of the Annual Report will be available on the Company''s website, www.airtel.com, and wiU be sent to the investors by email. To support the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send all communications, including the Annual Report, through email to those shareholders, who have registered their email id with their depository participant/Company''s registrar and share transfer agent. If a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, the same wiU be sent a printed copy of the communication.

Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The Company adhere to the requirements set out by SEBI''s Corporate Governance practices. The Company has implemented aU the stipulations prescribed.

A detailed report on Corporate Governance, pursuant to the requirements of Clause 49 of the Listing Agreement, forms a part of the Annual Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act and Clause 32 of the Listing Agreement, the abridged Annual Report, excluding this report, wiU be sent to the Company''s members. Members who desire to obtain the fuU version of the report may write to the Company Secretary at the registered office address and will be provided with a copy of the same. A certificate from the Company''s Auditors, M/s. S. R. BaUiboi & Associates LLP, Chartered Accountants,Gurgaon, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49, is annexed to the report as Annexure A.

Corporate Social Responsibility and Business Responsibility Report

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. It lies at the heart of the Company''s business operations. Detailed information on the Company''s CSR initiatives is provided in this Annual Report''s CSR section and the Business Responsibility Report.

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as a part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective.

Accordingly, a detailed report on Corporate Social Responsibility and Business Responsibility Report forms a part of the Annual Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act and Clause 32 of the Listing Agreement, the Abridged Annual Report, excluding this report, wiU be sent to the Company''s members. Members who desire to obtain the fuU version of the report may write to the Company Secretary at the registered office address and wiH be provided with a copy of the same.

Sustainability Journey

Sustainability initiatives have been integral to the Company''s journey since inception. The last two years witnessed the Company adding a more comprehensive and structured sustainability plan with active cooperation of all stakeholders. The objective is to benefit our community and the planet through all our operations and engagements. Bharti Airtel is strengthening its efforts on issues like climate change, employee engagement, waste management, digital inclusion and impact on communities, among many others. The Company is committed to maintain the highest standards of governance, safety and environmental performance across the value chain. The Company released its first sustainability report 2012 highlighting its various initiatives. The Company''s first sustainability report is available on the website of the Company and can be accessed at http://www. airtel.in/sustainability/

Statutory Auditors

The Company''s Statutory Auditors, M/s. S. R. BatLiboi & Associates LLP, Chartered Accountants, Gurgaon, retire at the conclusion of the Company''s ensuing Annual General Meeting and have confirmed their willingness and eligibility for re-appointment.

The Company has received letters from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Auditors'' Report

The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

As regards the comments under para i(a) of the annexure to the Independent Auditors'' Report regarding updation of quantitative and situation details relating to certain fixed assets, the Company has strengthened its processes whereby the fixed assets register for new assets is being updated for the quantitative and situation details on a real time basis. The Company has made significant progress in updation of the situation details for majority of the sites for past period capitalisation, and intends to complete the site wise updation of quantitative details as per the ongoing physical verification plan.

Cost Auditors

Pursuant to the direction of the Central Government, the Company has appointed M/s. R. J. Goel & Co., Cost Accountants, as Cost Auditors for FY 2013-14. The Cost Auditors wiU submit their report for FY 2012-13 to the Government on or before the due date.

Secretarial Audit Report

The Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2013. The Auditors have submitted their report confirming compliance with all the applicable provisions of various corporate laws. The Secretarial Audit Report is provided separately in the Annual Report. In terms of the provisions of Section 219(1)(b)(iv) of the Act and Clause 32 of the Listing Agreement, the abridged Annual Report, excluding this annexure, wiU be sent to the Company''s members. Members who desire to obtain this information may write to the Company Secretary at the registered office address and wiU be provided with a copy of the same.

Particulars of Employees

The information, as required to be provided in terms of Section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, have been set out in the annexure to this report. In terms of the provisions of Section 219(1)(b)(iv) of the Act and Clause 32 of the Listing Agreement, the Abridged Annual Report, excluding this annexure, wiU be sent to the Company''s members. Members who desire to obtain this information may write to the Company Secretary at the registered office address and will be provided with a copy of the same.

Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo

Being a service providing organisation, most of the information of the Company, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, as amended, is not applicable. However, the information, as applicable, has been given in Annexure B to this report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

I. The applicable accounting standards have been followed, along with proper explanation relating to material departures, in the preparation of the annual accounts for the year ended March 31, 2013.

II. They have selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the Company''s state of affairs and profits, as at the end of the financial year.

III. They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, and to safeguard the Company''s assets and to prevent and detect fraud and other irregularities.

IV. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their appreciation to the Department of Telecommunications (DoT), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 17 countries in Africa, Company''s Bankers and business associates, for assistance, co-operation and encouragement they extended to the Company. The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all- round operational performance. The Directors would like to thank various partners, viz. Bharti Telecom, Singapore Telecommunications Ltd. and other shareholders for their support and contribution. We look forward to their continued support in future. For and on behalf of the Board

Date: May 2, 2013 Sunil Bharti Mittal

Place: New Delhi Chairman


Mar 31, 2012

The Directors have pleasure in presenting the seventeenth annual report on the business and operations of the Company together with the audited financial statements for the year ended March 31, 2012.

OVERVIEW

Bharti Airtel is one of the world's leading providers of telecommunication services with presence in 20 countries including India, Sri Lanka, Bangladesh and 17 countries in the African continent. The Company served an aggregate of 251.65 Mn customers as on March 31, 2012 providing mobile, voice and data solutions using 2G, 3G and 4G technologies. In terms of number of wireless customers, the Company is among the top 5 in the world. The Company provides fixed line voice and data solutions to 3.3 Mn customers in 87 cities in India. The Company also offers an integrated suite of telecom solutions to its enterprise customers, in addition to providing long distance connectivity in India, Africa and rest of the world. The Company also offers Digital TV and IPTV Services in India.

All these services are rendered under a unified brand "airtel" either directly or through subsidiary companies. The Company also deploys, owns and manages passive infrastructure pertaining to telecom operations under its subsidiary, Bharti Infratel Limited that owns 42% of Indus Towers Limited. Together, Bharti Infratel and Indus Towers are the largest passive infrastructure service providers in India.

FINANCIAL RESULTS AND RESULTS OF OPERATIONS

In line with the amended statutory guidelines, the Company has adopted IFRS (International Financial Reporting Standards) for consolidation of accounts from the financial year 2010-11 onwards. Consolidated and Standalone financial highlights of the operations of the Company are as follows:

Consolidated Financial Highlights

(Rs Millions)

Particulars Financial Year Y-o-Y Growth 2011-12 2010-11

Gross revenue 714,508 595,383 20%

EBITDA 237,123 200,718 18%

Cash profit from operations 198,939 178,905 11%

Earnings before taxation 65,183 76,782 -15%

Net profit/(loss) 42,594 60,467 -30%

The Company publishes its standalone accounts as per Indian Generally Accepted Accounting Principles.

Standalone Financial Highlights:

(Rs Millions)

Particulars Financial Year Y-o-Y Growth 2011-12 2010-11

Gross revenue 416,038 380,177 9%

Cash profit from operations 128,722 133,374 -3%

Earnings before taxation 69,562 87,258 -20%

Net profit/(loss) 57,300 77,169 -26%

LIQUIDITY

The Company generates healthy operational cash flows and maintains sufficient cash and financing arrangements to meet its strategic objectives. It deploys a robust cash management system to ensure timely servicing of its liquidity obligations. The Company has also been able to arrange for adequate liquidity at an optimized cost to meet its business requirements and has minimized the amount of funds tied-up in the current assets.

As of March 31, 2012, the Company has cash and cash equivalents of Rs. 20,300 Mn and short term investments of Rs. 18,132 Mn. During the year ended March 31, 2012, the Company generated operating free cash flow of Rs. 101,319 Mn. The net debt - EBITDA ratio as on March 31, 2012 was at 2.56 and the net debt - equity ratio was at 1.29. The net debt in USD terms decreased from USD 13,427 Mn as on March 31, 2011 to USD 12,714 Mn as on March 31, 2012.

The Company manages the short-term liquidity to generate optimum returns by deploying surpluses albeit only in the debt and money market instruments including in high rated liquid and income debt fund schemes, fixed maturity plans, bank fixed deposits and other similar instruments.

The Company is comfortable with its present liquidity position and foreseeable liquidity needs. It has adequate facilities in place and robust cash flows to meet liquidity requirements for executing its business plans and meeting with any evolving requirements. The Company also enjoys strong access to capital markets across debt, equity and hybrids.

GENERAL RESERVE

Out of the total profit of Rs. 57,300 Mn on a standalone basis of Bharti Airtel Limited for the financial year ended March 31, 2012, an amount of Rs. 4,300 Mn has been transferred to the General Reserve.

DIVIDEND

The Board recommends a final dividend of Rs. 1 per equity share of Rs. 5 each (20% of face value) for the financial year 2011-12. The total dividend payout inclusive of Rs. 616 Mn as tax on dividend, will amount to Rs. 4,414 Mn. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company.

SUBSIDIARY COMPANIES

As on March 31, 2012, the Company has 123 subsidiaries as set out in page no. 225 of the annual report (for abridged annual report please refer page no. 73).

Pursuant to the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet, statement of profit & loss and other documents as set out in section 212(1) of the Companies Act, 1956 in respect of its subsidiary companies for the year ended March 31, 2012.

Annual accounts of these subsidiary companies, along with related information are available for inspection at the Company's registered office and the registered office of the respective subsidiary companies. Copies of the annual accounts of the subsidiary companies will also be made available to Bharti Airtel's investors and subsidiary companies' investors upon request.

The statement pursuant to the above referred circular is annexed as part of the Notes to Consolidated Accounts of the Company on page no. 231 of the annual report (for abridged annual report please refer page no. 77).

ABRIDGED FINANCIAL STATEMENTS

In terms of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Board of Directors have decided to circulate the abridged annual report containing salient features of the balance sheet and statement of profit & loss to the shareholders for the financial year 2011-12. Full version of the annual report will be available on Company's website www.airtel.in and will also be made available to investors upon request.

In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send the annual report through email to those shareholders who have registered their email id with their depository participant/Company's registrar & share transfer agent. In case a shareholder wishes to receive a printed copy, he/she may please send a request to the Company, which will send a printed copy of the annual report to the shareholder.

QUALITY

Deeply embedded in Bharti's DNA, operational excellence is pivotal to reinforce competitive advantage through a culture of process enhancements and elimination of non-conformances. Bharti has set a strong culture emphasizing quality based on foundations of constant customer focus, profitability and stability.

The quest for operational excellence is further strengthened by the unique strategy-to-success framework, comprising of six inter-related quality initiatives that accelerate process re-engineering through radical process re-design based on customer voice.

All our processes are continually assessed by external consultants leading to Certifications like TL9000, BCP DR (Business Continuity Process & Data Redundancy), ISO 27001, OHSAS (Occupational Health and Safety Advisory Services).

The Company's zest towards operational and business excellence has been recognized through Golden Peacock award for corporate excellence established by the Institute of Directors in 1992 to honour and recognize unique achievements in corporate excellence.

BRANDING

The year 2011-12 was marked by significant achievements on the brand front as airtel strengthened its position as a youth brand. The Company yet again captured the imagination of the nation with the high impact Har Friend Zaroori Hai (HFZ) brand campaign that was launched in August 2011. Apart from positioning airtel, the jingle touched the right chord with the customers across demographics and geographies. The brand theme positively impacted the Top of Mind Awareness scores (ToMA) and Brand preference scores. The campaign generated massive online engagement and was later enhanced in January 2012 with 20 new online commercials.

In line with the international brand positioning, Sri Lanka launched an outstanding Sinhala adaptation of HFZ, including a flash mob outside Colombo Railway Station. The campaign was also embraced by Bangladesh and built a significant connect with audiences there as well.

The association with Formula One TM for the 2011 airtel Grand Prix of India was another first for airtel. The airtel Delhi Half Marathon (ADHM) 2011 enabled us to further augment our brand position.

Moving towards epitomizing our service superiority, during the year we launched our new service campaigns, signifying our differentiated services - *121#, Instant help 24 x 7 and My Airtel My Offer customized offers.

Further at the end of the year, the pan-India launch of airtel money with the tag line- 'baat sirf paison kinahin hai' - continued airtel's quest to enrich lives of millions.

The various initiatives undertaken this year took brand airtel to greater heights and the success is evident from being named India's most trusted mobile services brand in the Economic Times Brand Equity 2011 survey. Airtel was also awarded third position in the list of top 100 Indian brands.

In Africa, we have re-positioned the brand airtel in line with the global brand strategy, to focus on the youth and to be committed to delivering fresh and exciting products and great customer experience. The first step in bringing this positioning to life has been achieved through the launch of exciting youth campaigns rolled out using local insights. More specifically, in Kenya we have rolled out the Mi ni 254 campaign, (I am '254' which is the international dialing code for Kenya). In Nigeria, we launched Club 10; in DRC, Lobo Nayo Club 10, in Burkina Faso, The Airtel Choco, in Tanzania Supa 5 campaign, and in Gabon Ndoss. All the campaigns were very youth oriented and delivered an exciting youth proposition, built around a strong CUG (Closed User Group) that offered voice, SMS and data value. The key agenda for these campaigns was to drive brand equity among this core target.

In our drive to be the market Leader on data in Africa, Airtel Africa has Launched 3G in 8 countries within a 9-month period. Airtel 3G's key communication objective was to own the Mobile Internet experience in the minds and hearts of our customers in Africa. Airtel 3G provides our customers with new ways to communicate, access to information, conduct business, learn, be entertained, live and experience different facets of their lives. We are now delivering a superior internet experience like no other in our markets and have gone a step further and introduced an innovative new product - the data recharge voucher, in Nigeria. This is a first in Africa from Airtel.

Airtel Money is the first m-commerce service in many of our markets in Africa. The communication message was simplified as: Airtel Money: Simple. Secure. Instant, and this platform was used in our educational drive to ensure customers understood what Airtel Money can do. In addition to this, we have also supported Airtel Money with a strong emotive campaign promise for the more advanced M-Commerce markets in Africa which was : with Airtel Money, we can help your money do more. This message is in line with the transformational impact of this product on the daily lives of our consumers.

In partnership with Manchester United, the Company also successfully completed the launch of Airtel Rising Stars (ARS). This is an expansive grassroots initiative for under 17s and is a tangible demonstration of our commitment to empowering the youth in Africa, by providing them with the platform to showcase their skills. Given Africa's strong support of the English Premier League, Airtel has also partnered with Arsenal Football Club to cater to the fans in Nigeria, Ghana, Rwanda, Zambia and Uganda. This second partnership, in addition to our Africa Rising Stars platform, will ensure that Airtel owns football in the minds and hearts of our consumers in Africa.

MAJOR AGREEMENT AND ALLIANCES

The Company has signed the following key agreements/alliances this year:

- With Nokia Siemens Networks, Huawei and ZTE for TD-LTE (popularly known as 4G) networks in the telecom circles of Maharashtra, Karnataka and Kolkata respectively. This would also enable a seamless data network cover between existing and this new technology.

- With Nokia Siemens Networks, Huawei and Cisco for "Unified Packet Core" in India. This high capacity packet core is access agnostic and caters to 2G, 3G, LTE (4G) customers across the country.

- With Ericsson and Nokia Siemens Networks for the Unified Managed Services contract. This has been awarded to Ericsson in 15 circles and for a part of Bangladesh; and Nokia Siemens Networks in 8 telecom circles. This will ensure seamless operations and maintenance of the mobile networks.

- With Nokia Siemens Network for Mobile Internet Browsing Solution (MIBS) and Multi Media Messaging solutions (MMSC) across all countries in Africa.

- With Alcatel Lucent, Huawei and ZTE for Carrier Ethernet (CEN - Version 2) with capability to handle IP & E1/STM Backhaul in India; with Alcatel Lucent for IP - MPLS core across all countries in Africa

- With HP to Launch Cloud Enabled Platform (CLEP).

- Extension of Managed Services contract for CRBT with Comviva and Onmobile to 9 and 7 countries in Africa, respectively. Also, Managed Services contract for VAS nodes with Comviva extended for all countries in Africa.

- With Infosys as the technology partner for m-commerce Platform in India and with Comviva for Africa.

- With Universal Music and On Mobile to Launch 'My Song My Story' on Airtel, enabling its customers to Listen to Live concerts nationally.

- With Voice Tap to Launch "Live Customer Counseling" and "NCERT Solution" on Airtel enabling students to get career counseling from experts through IVR and access NCERT study material through WAP.

NEW PRODUCTS/INITIATIVES

During the year, the Company Launched various new and innovative products and services, directly and through its subsidiaries, which enabled it to strengthen its Leadership in an intensely competitive market. Some of the key Launches of the year included:

- 3G footprint expanded to over 1,100 cities in India at end of March 2012 including 7 service areas with ICR arrangements.

- 4G services in Kolkata, based on TD-LTE technology, making India one of the first countries in the world to commercially deploy this cutting-edge technology.

- Airtel money (Semi Closed Wallet) launched nationally in February 2012, in over 300 towns across 20,000 retail outlets with an acceptance network across 7,500 merchant establishments.

- CEM (Customer Experience Management), a proactive diagnosis tool that provides a multi-dimensional end-to-end view encompassing network, device, service insights and usage behaviour.

- Prepaid Web launched on a pan India basis wherein customers can now visit www.airtel.in to access their account details including online activation, deactivation of value added services & data plans, and to raise and track service requests.

- SmartByte - 'GB on Demand'Service, where a user gets an option to buy chunks of GBs as per his/her requirement. With this service, any customer whose speed gets throttled beyond FUP (Fair Usage Policy) limit, can buy additional high speed quota on the go and enjoy browsing at a higher speed for a longer time.

- Twitter on USSD, Facebook on USSD, an innovative way of accessing Twitter/Facebook, first time in India, where airtel customers can access their Twitter/Facebook accounts for nominal charges per day even without activating data services.

- Infotainment Portal on *789#, a USSD portal which is a single destination for over 200 types of content across 40 genres.

- MO Sports, an integrated mobile sports entertainment service comprising of WAP, video, voice and MMS on subscription as well as a pay-per-consume basis.

- Comedy FM, first of its kind service innovation that empowers mobile users with the ability to get radio experience on their devices anytime, anywhere, and allows them to choose from variety of comic shows.

- iPhone 4 & iPhone 4S along with bundled data plans.

- EOCN (End of Call Notification) for all our prepaid customers' pan-India. This enables the customer to know the data consumed and balance after every such data usage session.

- Interactive services launched on Digital TV platform including:

a) iExam - an interactive application focusing on competitive exams, targeting young school/college students

b) iKids - an interactive channel for kids

c) iKissan - offering real time access to crop prices, weather information and localized farming advice

d) iDarshan - enabling customers to enjoy Live Aarti from shrines

e) iDivine & iDD - mosaic applications designed to save satellite bandwidth wherein the customer sees 4 regional DD and 4 devotional channels respectively in a mosaic format and can further select a channel of his choice basis his language/region preference.

- Hello Tunes CRBT launched in 15 African countries which allows the Airtel customer to express his/her identity in different ways.

- Music on Demand (Airtel Radio) was launched in 4 African countries and it gives the customer the opportunity to listen to any genre of music that they like any time.

- Mobile Classifieds, launched in 5 African countries, allows customers to receive several kinds of ads (car sales, job opportunity, etc) on their mobile.

- Google SMS, launched in 4 African countries, allow Airtel customers to keep their chats going by sending texts from their Gmail account to any Airtel customer and receive an instant reply for free.

- Blackberry Crosby Tiers, launched in 5 African countries, provides a low priced Blackberry service to our customers compared to the traditional BIS and BES services. This already contributes to 38% of our Blackberry customer base.

- Airtel Credit Services were launched in 11 African countries. Airtel customers can easily access airtime, in areas where no airtime distributors are available or even after working hours when airtime distributors are closed, on credit and pay for it in the next recharge.

- Call Completion services, launched in 10 African countries, allow the Airtel customer to know who called you when you are not reachable via SMS (Missed call Alert) or Voicemail. This service also allows the customer to record a voice message, which is delivered via SMS on the specified day and time.

- DDS (Dynamic Discount Solution) allows us to discount customer voice rates to increase usage in selective under- utilized sites.

- Implementation of Easy Recharge in 6 African countries which reduces paper voucher costs by providing electronic vouchers and widen the distribution network for airtime across Airtel Africa.

- Roaming Suite products were implemented in 14 African countries over the last 8 months. These address cross border roaming issues in-roamer retention and welcome SMSes. Smart Call Assistant gives the roaming customer the opportunity to call by using their current phonebook with numbers that are saved in national format. Short code service allows the customers to use their home call center by dialing the home country customer care number.

- 3G footprint expanded to 7 African countries, which has increased data usage, grown customer base as well as data revenue.

- Mobile health tips were implemented in 5 African countries and allow the customer through daily, weekly and monthly subscription to get general health tips via SMS.

- Airtel messaging allows the Airtel Africa customer to access their emails, social networks and chat services independent of the actual mobile device. Already implemented in 11 African countries.

- Airtel Africa has been granted USD 400,000 by GSMA Development Fund for a 2 year Mobile Farmer pilot for Kenya. This product will provide weather, crop and advisory services to the farming community. This is an acquisition play product.

OTHER COMPANY DEVELOPMENTS

- Bharti Airtel has expanded its footprint on the African continent by launching its services in Rwanda taking the total count to 17 countries. The Company is now present in 20 countries across the globe.

- The Company re-organized the India operations into the B2C (Business to Consumer) and B2B (Business to Business) entities to leverage inherent synergies across multiple product lines.

AWARDS & RECOGNITIONS

The Company was conferred with many awards and recognitions during the year. Some of them are listed below:

- Ranked as the No.1 Service Brand and No.3 in the overall rankings in the annual Brand Equity's Most Trusted Brands Survey.

- Telecom Center of Excellence (TCOE) Award for Service Provider with customer focus for best delivery of Network Services - for the year 2011. Instituted by Telecom Centres of Excellence (TCOE) in association with the Department of Telecommunications (DoT) and other reputed industry bodies including COAI, AUSPI and FICCI, the award is a prestigious accolade.

- 4 awards at the Telecom Operator Awards 2012 - 'Best National Mobile Operator', 'Best VAS Provider', 'Best Enterprise Services Provider and 'Best Ad Campaign by an Operator'.

- Rated as one of the top 5 best employers, by Aon Hewitt's Best Employers in India 2011 study.

- SSON Excellence Award under 'Excellence in Culture Creation 'category for Airtel Center of Excellence-Finance, RA, HR and SCM Shared Services.

- Featured amongst the Top 25 Companies globally in a study by Fortune- AON Hewitt - on 'The Best Companies for Leaders'.

- airtel Digital TV (HD) recognized as 'Product of the year 2012', through an independent survey conducted by the research firm, AC Nielsen.

- Voted as India's Best Managed IT Services Brand for Large Enterprises & SMEs by the PC Quest's annual User's Choice Club Awards 2011.

- Adjudged as the 'Top Telecom Operator', 'Top Cellular Operator' and 'Top NLD Service Provider' at the Voice & Data (V&D) 100 Awards 2011.

- 'Golden Peacock National Quality Award' for the year 2011.

- DSCI (Data Security Council of India) Excellence Award 2011 for Security in Telecom.

- Awarded in 'Customer Experience Enhancement' and 'Innovative VAS Product' categories at the ET Telecom Awards 2011.

- Adjudged as 'Enterprise Telecom Service Provider of the year', 'Wholesale Data Service Provider of the year' and 'Mobile VAS provider of the year' at the Frost & Sullivan 2011 Asia Pacific ICT Awards.

- Adjudged as 'Innovative Broadband Provider' in the CMAI Awards 2011.

- Airtel's mobile commerce product, Airtel Money, was adjudged the 'Best Mobile Money Service' in Ghana at the Mobile World Ghana Telecoms Awards.

- At the 23rd Enugu International Trade Fair in Nigeria, the Company received three awards for its outstanding performance at the fair and contribution to the development and growth of the economy of the south east region.

- The Company received The Special Jury Award for Corporate Responsibility which was given for the first time as recognition of the tremendous work done by Airtel Africa in the sphere of education for the under-privileged. This award was received during the "Annual Changemaker Award 2011" Ceremony in February 2012 in New-Delhi.

- Airtel's music campaign 'One8' was the first runner-up in the MIDEM International Trade Fair Awards in the category of the most innovative and creative music campaign.

CAPITAL MARKET RATINGS

As at March 31, 2012, Bharti Airtel Limited is rated by two domestic rating agencies, viz. CRISIL and ICRA, and two international rating agencies, viz. Fitch Ratings and S&P.

- CRISIL and ICRA have rated the Company at the top end of their rating scales, both for short term (P1 /A1 ) as well as Long term (AAA/LAAA) with Negative outlook.

- Fitch Ratings maintained its rating at BBB - but moved the outlook to negative. S&P has reaffirmed its rating at BB with Stable outlook.

SHARE CAPITAL

During the year, there was no change in the authorised, issued, subscribed and paid-up equity share capital of the Company which stood at Rs. 18,987,650,480 divided into 3,797,530,096 equity shares of Rs. 5 each as at March 31, 2012.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with the Listing agreement requirements, the Management Discussion & Analysis report is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices and have implemented all the stipulations prescribed.

A detailed report on Corporate Governance pursuant to the requirements of clause 49 of the Listing agreement forms part of the annual report. However, in terms of the provisions of section 219(1)(b)(iv) of the Act, the abridged annual report has been sent to the members of the Company excluding this report. A certificate from the auditors of the Company, M/s. S.R. Batliboi & Associates, Chartered Accountants, Gurgaon confirming compliance of conditions of corporate governance as stipulated under clause 49 is annexed to the report as Annexure A.

SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with the provisions of various corporate Laws, the regulations and guidelines issued by the Securities and Exchange Board of India, the Listing agreement, the Company has voluntarily started a practice of the secretarial audit from a practicing company secretary.

The Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct secretariat audit of the Company for the financial year ended March 31, 2012, who has submitted their report confirming the compliance with all the applicable provisions of various corporate Laws. The Secretarial Audit Report is provided separately in the annual report. However, in terms of the provisions of section 219(1)(b)(iv) of the Act, the abridged annual report has been sent to the members of the Company excluding this report.

CORPORATE SOCIAL RESPONSIBILITY

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. Detailed information on the initiatives of the Company towards CSR activities is provided in the Corporate Social Responsibility section of the annual report.

DIRECTORS

Ms. Chua Sock Koong, Mr. Craig Edward Ehrlich, Mr. Nikesh Arora, Mr. Rajan Bharti Mittal and Mr. Rakesh Bharti Mittal retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for re-appointment.

A brief resume, nature of expertise, details of directorships held in other public limited companies, of the directors proposing re-appointment along with their shareholding in the Company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing annual general meeting. The Board recommends their appointment.

Lord Evan Mervyn Davies has expressed his inability to continue as a director on the Board of the Company from the conclusion of the ensuing annual general meeting. In addition, in line with the Policy of Independent Directors adopted by the Board, H.E. Dr. Salim Ahmed Salim, independent director, has completed his term of office and will step down from the Board from the conclusion of the ensuing annual general meeting. The Board would appoint new directors in their place in due course in compliance with the statutory requirements.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

AUDITORS

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, retire at the conclusion of the ensuing annual general meeting of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their re-appointment, if made, will be within the limits under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment for the next term.

AUDITORS' REPORT

The Board has duly examined the Statutory Auditors' report to the accounts, which is self explanatory and clarifications wherever necessary, have been included in the Notes to Accounts section of the annual report.

As regards the comments under paras i(a) and i(b) of the annexure to the Independent Auditors' Report regarding updation of quantitative and situation details relating to certain fixed assets in the Fixed Assets Register and reconciliation of the physical verification results, the Company has strengthened its process for periodic updation of the Fixed Assets Register at frequent intervals and a time bound plan has been put in place to complete the pending updation of the physical verification results in the Fixed Assets Register. Further, the financial impact of the physical verification has been given effect to in the books of accounts.

As regards the comment under para xxi of the annexure to the Independent Auditors' Report to address the issues of fraud by employees and external parties, the Company has taken appropriate steps including issuance of warning letters, termination of service of the errant employees, termination of the contract/agreements with the external parties, legal action against the external parties involved, blacklisting the contractors, etc. The Company is further strengthening its internal control systems to reduce the probability of occurrence of such events in future.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

For the Company, being a service provider organization, most of the information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information as applicable has been given in Annexure B to this report.

EMPLOYEES STOCK OPTION PLAN

The Company values its employees and is committed to adopt the best HR practices. The employees of the Company are presently eligible for two ESOP schemes under 2001 and 2005 Employee Stock Option Policy. Besides attracting talent, the Schemes also help in retention of talent and experience.

The ESOP Scheme 2001 is administered through a Trust, whereby the shares held in the Trust are transferred to the employee as and when the concerned employee exercises stock options under the Scheme.

Till March 2010, under ESOP Scheme 2005, the employees were allotted new equity shares upon exercise of stock options. Post April 2010, the Company has started purchasing its equity shares up to the limit approved by the shareholders in the existing Trust and appropriates the same towards the Scheme. Accordingly, under the ESOP Scheme 2005, the Company now acquires shares from the secondary market in the Trust and transfers the same to the respective employees in lieu of allotment of fresh equity shares.

Disclosure in compliance with clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are provided in Annexure C to this report.

A certificate from M/s . S. R. Batliboi & Associates, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company Employee's Stock Option Schemes would be placed before the shareholders at the ensuing annual general meeting and a copy of the same will also be available for inspection at the registered office of the Company.

PARTICULARS OF EMPLOYEES

The information as are required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 have been set out in Annexure D to this report. In terms of the provisions of section 219(1)(b)(iv) of the Act, the abridged annual report that has been sent to the members of the Company does not contain this annexure.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors to the best of their knowledge and belief confirm that:

I. The applicable accounting standards have been followed along with proper explanation relating to material departures, in the preparation of the annual accounts for the year ended March 31, 2012;

II. They have selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

III. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation to the Department of Telecommunications (DoT), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 17 countries in Africa, the Company's bankers and business associates, for the assistance, co-operation and encouragement they extended to the Company and also to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance. The directors would like to thank various partners viz. Bharti Telecom, Singapore Telecommunications Ltd., and other shareholders for their support and contribution. We look forward to their continued support in the future. For and on behalf of the Board

Date: May 2, 2012 Sunil Bharti Mittal

Place: New Delhi Chairman and Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the sixteenth annual report on the business and operations of the Company together with audited fi nancial statements and accounts for the year ended March 31, 2011.

OVERVIEW

Bharti Airtel is one of the world's leading providers of telecommunication services with presence in 19 countries including India & South Asia and Africa. The Company served an aggregate of 220.9 Mn customers as on March 31, 2011. The Company is the largest wireless service provider in India, based on the number of customers as of March 31, 2011. The Company offers an integrated suite of telecom solutions to its enterprise customers, in addition to providing long distance connectivity both nationally and internationally. The Company also offers Digital TV and IPTV Services. All these services are rendered under a unified brand "airtel" either directly or through subsidiary companies. The Company also deploys, owns and manages passive infrastructure pertaining to telecom operations under its subsidiary Bharti Infratel Limited. Bharti Infratel owns 42% of Indus Towers Limited. Bharti Infratel and Indus Towers are the largest passive infrastructure service providers for telecom services in India.

FINANCIAL RESULTS AND RESULTS OF OPERATIONS

Financial Highlights of Consolidated Statement of Operations of the Company as per International Financial Reporting Standards.

Amount in Rs. Mn

Particulars Financial Year Y-o-Y

2010-11 2009-10 Growth

Gross revenue 594,672 418,472 42%

EBITDA 199,664 167,633 19%

Cash profit from operations 177,851 167,455 6%

Earnings before taxation 76,782 105,091 -27%

Net profit/(loss) 60,467 89,768 -33%

Financial Highlights of Standalone Statement of Operations of the Company as per Indian Generally Accepted Accounting Principles.

Amount in Rs. Mn

Particulars Financial Year Y-o-Y 2010-11 2009-10 Growth

Gross revenue 380,158 356,095 7%

EBITDA 133,843 137,764 -3%

Cash profit from operations 133,664 147,217 -9%

Earnings before taxation 87,258 106,993 -18%

Net profit/(loss) 77,169 94,262 -18%

LIQUIDITY

The Company has suitable commercial arrangements with its creditors, healthy cash flows and sufficient standby credit lines with banks and financial institutions to meet its working capital cycles. It deploys a robust cash management system to ensure timely servicing of its liquidity obligations. The Company has also been able to arrange for adequate liquidity at an optimised cost to meet its business requirements and has minimised the amount of funds tied-up in the current assets

As of March 31, 2011, the Company had cash and cash equivalents of Rs. 9,575 Mn and short term investments of Rs. 6,224 Mn.

The Company actively manages the short-term liquidity to generate optimum returns by investments made only in debt and money market instruments including liquid and income debt fund schemes, fixed maturity plans and other similar instruments.

The Company is comfortable with its present liquidity position and foreseeable liquidity needs. It has adequate facilities in place and robust cash flows to meet its liquidity requirements for executing its business plans and meeting with any evolving requirements.

GENERAL RESERVE

Out of the total Profit of Rs. 77,169 Mn on a standalone basis for the financial year ended March 31, 2011, an amount of Rs. 5,800 Mn has been transferred to the General Reserve.

DIVIDEND

The Board recommends a final dividend of Rs. 1 per equity share of Rs. 5 each (20% of face value) for the financial year 2010-11. The total dividend payout inclusive of Rs. 616 Mn tax on dividend, will amount to Rs. 4,414 Mn. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company.

SUBSIDIARY COMPANIES

As on March 31, 2011, your Company has 113 subsidiary companies as set out in Page no. 150 of the annual report (for abridged annual report please refer Page no. 49).

Pursuant to the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of directors have consented for not attaching the balance sheet, Profit and loss account and other documents as set out in Section 212(1) of the Companies Act, 1956 in respect of its subsidiary companies for the year ended March 31, 2011.

Annual accounts of these subsidiary companies, along with related information are available for inspection at the Company's registered offi ce. Copies of the annual accounts of the subsidiary companies will also be made available to Bharti Airtel's investors and subsidiary companies' investors upon request.

The statement pursuant to the above referred circular is annexed as part of the Notes to Consolidated Accounts of the Company on Page no. 53 of the abridged annual report and Page no. 159 of the full version of the annual report.

ABRIDGED FINANCIAL STATEMENTS

In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Board of directors have decided to circulate the abridged annual report containing salient features of the balance sheet and Profit and loss account to the shareholders for the financial year 2010-11. Full version of the annual report will be available on Company's website www.airtel.com and will also be made available to investors upon request.

In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send all future communications including the annual report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company's registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the communication to the shareholder.

QUALITY

Deeply embedded in Bharti Airtel's DNA, operational excellence has been the driving force towards mobilising the entire organisation to eliminate non-conformances and minimize waste in its processes. This has led to a remarkable process improvement and cost reduction. The Company has developed its unique model of excellence in line with Malcolm Balridge award known as CEO's Operational Excellence award. The award criteria includes improvement, process compliance, leadership engagement in excellence, best practice replication, customer and employee satisfaction and financial performance. For the up-keep of standards, all processes are continually assessed by external consultants leading to certifications like TL9000, BCP DR, ISO 27001, OHSAS, beside continual improvement.

BRANDING

The year was a landmark in the history of the brand airtel, marked by important changes and advancements, as the Company continued to build on its leadership position across markets. A number of signifi cant strides were taken to live up to the Company's refreshed vision – By 2015 airtel will be the most loved brand, enriching the lives of millions.

Bharti Airtel introduced a completely new, fresh and vibrant brand logo and identity. Designed to appeal to a more demanding consumer, the dynamic new identity met with high appreciation as it was introduced in existing and new markets. Backed by a high decibel communication campaign, the roll out of the new identity was completed across all its markets.

Apart from India and Sri Lanka, the brand also started to offer its services to consumers in Bangladesh making the Company a powerhouse across South Asia. Across the seas, the Company established a strong presence in the 16 countries across the African continent.

During the year, Airtel won the 'Most Preferred Cellular Service Provider Brand' award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row. The CNBC Awaaz Consumer Awards were based on an extensive consumer survey done by Nielsen, wherein the customers rated brands across different categories which delivered true value for money.

MAJOR AGREEMENTS AND ALLIANCES

During the year, the Company signed the following major agreements relating to operations, customer service, innovation and technology:

- With Ericsson, Nokia Siemens Networks and Huawei for the launch of 3G services in India. These partners will plan, design, deploy and maintain a state of the art 3G HSPA Network in the Company's 3G license circles. This deployment would enable the Company to extend its leadership position in the Indian market and meet the growing demand for high speed surfing and wireless entertainment in the country.

- With Ericsson and Huawei to deploy state-of-the-art network infrastructure in Bangladesh. Ericsson to deliver and manage majority of the Company's network capacity in Bangladesh, while Huawei to swap the existing radio network in the eastern areas of Bangladesh.

- With State Bank of India (SBI), a Joint Venture (JV) agreement to usher in the new era of financial inclusion for the unbanked in India. The JV will become the Business Correspondent of SBI and offer banking products and services at affordable cost to the citizens in unbanked and other areas.

- With Nokia to launch 'Ovi Life Tools' service targeted at providing Airtel's mobile customers with access to relevant content on agriculture, education and entertainment.

- With Radio Mirchi, to launch 'Mirchi Mobile' on airtel, enabling its customers to choose and follow their favourite local Mirchi radio station from anywhere in India from the 12 Radio Mirchi stations.

- With Encyclopedia Britannica to offer airtel broadband customers two year free access to 'Britannica online', the world's most trusted information source.

- With Novatium to help expand the broadband market by launching 'Net PC Plus' on airtel broadband for customers in Chennai.

- With Savvis to offer managed IT and cloud services in the high growth Indian IT market. The collaboration aims to launch innovative managed services to enterprises operating in or expanding into India.

- With China Telecom to launch direct underground terrestrial link between India and China. With this network, the Company has established the third international gateway for its customers in India offering an alternate and shortest route between India and China alongside existing Subsea routes.

- With VMware, to launch virtualisation services based on VMware vSphere™ platform, extending the Managed Service portfolio.

- With Servion and Cisco for launch of Hosted Contact Center services for large, medium and small enterprises offering freedom from technology obsolescence, capital investments and continuity challenges while leveraging the capability to customise the solution, based on business requirements.

- With consortium of telecom operators for launch of IMEWE submarine cable system stretching from India to Western Europe via Middle East; EASSy Cable system, the largest submarine cable system serving the African continent and EIG offering connectivity to the Middle East, Africa and Europe with enhanced capacity, redundancy and network resilience.

- With IBM for transformation and management of the comprehensive IT infrastructure and applications in all the 16 countries of operations in Africa.

- With Ericsson, NSN Siemens and Huawei for network management of 2G and 3G network in all the 16 countries of operations in Africa.

- With IBM, Tech Mahindra and Spanco for world-class customer service across all 16 countries in Africa.

NEW PRODUCTS/ INITIATIVES

During the year, the Company launched various new and innovative products and services, directly and through its subsidiaries, which enabled it to strengthen its leadership in an intensely competitive market. Some of the key launches of the year included:

- 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3G customers to manage their data usage and avoid 'bill shock' with proactive, personalised and timely data usage alerts coupled with introduction of easy-to-understand intuitive tariffs with personalised data usage limits.

- airtel money - India's first mobile wallet service by a telecom operator. It offers customers an effi cient alternative to cash transactions, providing Airtel customers across the country with a convenient and secure way of making payments through the ubiquitous mobile platform anytime, anywhere!

- airtel call manager, a service that enables a customer to keep his/her callers informed (when he is in a meeting or driving and is not able to take calls) by choosing the meeting or the driving profi les.

- airtel voice blog, world's first voice blogging service, enabling customers to share recorded voice updates with their followers – fans, friends or family.

- airtel world SIM for international travellers enabling outbound travellers to retain their local number while roaming internationally at a fraction of the cost, allowing customers to save upto 85 percent on international calls.

- Live Aarti on mobile, India's first service on mobile offering daily live Pujas and Aartis directly from the shrines including Tirupati Balaji, Siddhivinayak, Shri Sai Baba from Shirdi and Bangla Sahib.

- LearnNext an e-Learning website for the Company's broadband users. It is a complete computer based interactive CBSE study module, for students studying in Class VI to X.

- IPTV services in Bangalore, the 2nd city after Delhi – NCR to get airtel IPTV services.

- airtel broadband TV, allows the broadband customers to watch live TV on their computers or laptops without having to buy an extra TV set or cable connection/set top box or an air antenna by simply subscribing to airtel broadband TV.

- Unified Service Management Centre (uSMC), to enhance the quality of customer experience and provide best in class services to the customers.

- Global Data Services in Thailand and Malaysia in association with TRUE International Gateway Co. and Telecom Malaysia respectively to serve the growing bandwidth demands of customers in the region.

- airtel digital TV recorder, an enhanced Set Top Box (STB) with capability to record live television, anytime, anywhere using mobile phone. After pioneering the initiative of recording television programmes through mobile, the recording facility was extended through internet for airtel digital TV recorder customers.

- India's first High Definition (HD) box with Dolby digital plus offering 7.1 channels of surround sound for airtel digital TV customers.

- MAMO (My Airtel My Offer) is Africa's first marketing tool offering segmented and personalised offers to both active and inactive customers. A single number, '141' is being advertised inviting customers to listen to their customised offers with the option of fulfillment. The offers range from voice (local and international), SMS, VAS and data depending on customers' usage and activity.

- i-Care was deployed across all countries of operation – the objective of the programmes is to bring about a cultural transformation across the Company by putting the customer as the first priority and taking personal ownership to resume customer issues.

OTHER COMPANY DEVELOPMENTS

- The Company became a global telecom operator by completing acquisition of Zain Group's ("Zain") mobile operations in 15 countries across Africa in June 2010 and Telecom Seychelles Limited, a leading telecom operator in Seychelles in August 2010. With these acquisitions, the Company expanded its African footprint to 16 countries and its overall presence to 19 countries, thus becoming the first Indian brand to go truly global with a footprint covering over 1.8 Bn people.

- The Company launched its New Vision for India and South Asia 'By 2015, airtel will be the most loved brand, enriching the lives of millions' inspiring and directing all stakeholders for the next stage of growth.

- The Company also launched its vision for Africa "By 2015 airtel will be the most loved brand in the daily lives of African people".

AWARDS AND RECOGNITIONS

The Company was conferred with many awards and recognitions during the year. Some of them are listed below:

- At the GSMA in Barcelona in February this year, Airtel Africa was awarded two Global Mobile awards – 'Best Mobile Money Product or Solution' and 'Best Customer Care and Customer Relationship Management (CRM)'.

- Five awards at the Telecom Operator Awards 2011 constituted by tele.net, including 'Most Admired Telecom Operator', 'Best National Mobile Operator', 'Best VAS Provider', 'Best Enterprise Services Provider' and 'Operator with Best Rural Performance'.

- ET Telecom Awards 2011 in categories of 'Customer experience Enhancement' and 'Innovative VAS Product'.

- 'Most Preferred Cellular Service Provider Brand' award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row.

- 'Top Telecom Company' 4th year in a row by NDTV Profit Business Leadership Awards 2010.

- 'CIO 100 Award' instituted by CIO magazine for innovative practices at the Annual CIO 100 Awards.

- Four awards at the Annual Voice & Data Telecom Awards 2010 - 'Top Cellular Service Provider', 'Top Telecom Service Provider' and 'Top NLD & VSAT Service Provider'.

- 'India's Best Enterprise Connectivity Provider' at the Users' Choice Awards instituted by PC Quest.

- Ranked amongst the top five firms in Corporate Reputation in India, by the Nielsen.

- Rated as one of the top 5 best employers in the Aon Hewitt Best Employers in India 2011 study.

- Ranked amongst the top 10 companies in 'the Best Companies to Work For' survey by Business Today in 2011.

- 'Small Business Technology Partner of the Year award' at the Franchise India's Small Business Congress 2010.

- airtel digital TV was voted the favorite DTH service by customers in key metros in a nationwide customer satisfaction survey by MaRS on India's Favourite DTH Operator.

CAPITAL MARKET RATINGS

As at March 31, 2011, Bharti Airtel has outstanding ratings with four institutions, two domestic rating agencies, viz. CRISIL and ICRA, and two international rating agencies, viz. Fitch Ratings and S&P.

- CRISIL and ICRA have rated the Company at the top end of their rating scales, both for short term (P1 /A1 ) as well as long term (AAA/LAAA).

- Fitch Ratings has rated the Company (and reaffi rmed at the time of Zain Acquisition) at level of sovereign of India (BBB-). S&P who had rated us at level of sovereign of India (BBB-) downgraded the Company by a sub-notch to BB at the time of Zain acquisition.

SHARE CAPITAL

During the year, there was no change in the authorised, issued, subscribed and paid-up equity share capital of the Company which stood at Rs. 18,987,650,480 divided into 3,797,530,096 equity shares of Rs. 5 each as at March 31, 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the listing agreement requirements, the Management Discussion and Analysis report is presented in a separate section forming part of the annual report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices and have implemented all the stipulations prescribed.

A detailed report on corporate governance pursuant to the requirements of clause 49 of the listing agreement forms part of the annual report. However, in terms of the provisions of Section 219(1) (b)(iv) of the Act, the abridged annual report has been sent to the members of the Company excluding this report. A certifi cate from the auditors of the Company, M/s. S.R. Batliboi & Associates, Chartered Accountants, Gurgaon confi rming compliance of conditions of Corporate Governance as stipulated under clause 49 is annexed to the report as annexure A.

SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with the provisions of various corporate laws, the regulations and guidelines issued by the Securities and Exchange Board of India and other statutory authorities, the Company has voluntarily started a practice of secretarial audit from a practicing company secretary.

The Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct secretarial audit of the Company for the financial year ended March 31, 2011, who has submitted their report confi rming the compliance with all the applicable provisions of various corporate laws. The Secretarial Audit Report is provided separately in the annual report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Act, the abridged annual report has been sent to the members of the Company excluding this report.

CORPORATE SOCIAL RESPONSIBILITY

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes and is an integral part of the way the Company conducts its business. Detailed information on the initiatives of the Company towards CSR activities is provided in the Corporate Social Responsibility section of the annual report.

DIRECTORS

Since the last Directors' Report, Mr. Arun Bharat Ram has retired from the Board in terms of the policy on independent directors adopted by the Company and Mr. Lim Chuan Poh, a nominee of Pastel has resigned. During the year, Lord Evan Mervyn Davies, Mr. Hui Weng Cheong, H.E. Dr. Salim Ahmed Salim and Mr. Tsun-yan Hsieh were appointed as directors. The Board places on record its sincere appreciation for the services rendered by Mr. Lim Chuan Poh and Mr. Arun Bharat Ram during their tenure on the Board.

Ms. Tan Yong Choo was appointed as a director to fi ll casual vacancy caused due to resignation of Mr. Quah Kung Yang w.e.f. January 21, 2010 and holds offi ce upto the date of the ensuing annual general meeting.

Mr. Ajay Lal, Mr. Akhil Gupta and Mr. N. Kumar retires by rotation at the forthcoming annual general meeting and being eligible, offer themselves for re-appointment.

The Company has received notices from members under Section 257 of the Companies Act, 1956, proposing the appointment of Lord Evan Mervyn Davies, Mr. Hui Weng Cheong, H.E. Dr. Salim Ahmed Salim, Ms. Tan Yong Choo and Mr. Tsun-yan Hsieh as non-executive directors of the Company.

Mr. Sunil Bharti Mittal completes his current term as Managing Director of the Company on September 30, 2011. On the advice of the HR Committee, the Board recommends to the shareholders, the re-appointment of Mr. Sunil Bharti Mittal as a Managing Director for a further term of fi ve years effective October 1, 2011.

A brief resume, nature of expertise, details of directorships held in other public limited companies of the directors proposing re-appointment along with their shareholding in the Company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of the ensuing annual general meeting. The Board recommends their appointment.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

AUDITORS

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, retires at the conclusion of the ensuing annual general meeting of the Company and have confi rmed their willingness and eligibility for re-appointment and have also confi rmed that their re-appointment, if made, will be within the limits stipulated under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment for the next term.

AUDITORS' REPORT

The Board has duly examined the Statutory Auditors' report to accounts which is self explanatory and clarifi cations wherever necessary, have been included in the Notes to Accounts section of the annual report.

As regards the comment under para i (a) of the annexure A to the Auditors' Report regarding the updation of quantitative and situation details relating to certain fixed assets in the Fixed Assets Register, the Company is further strengthening its process for updation of requisite details at frequent intervals.

As regards the comment under para xxi of the annexure to the Auditors' Report, to address the issues of fraud by employees and external parties, the Company has taken appropriate steps including issuance of warning letters, termination of service of the errant employees, termination of the contract/agreements with the external parties, legal action against the external parties involved, blacklisting the contractors, etc. The Company is further strengthening its internal control systems to reduce the probability of occurrence of such events in future.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

For the Company, being a service provider organisation, most of the information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information as applicable has been given in annexure B to this report.

EMPLOYEES STOCK OPTION PLAN

The Company values its employees and is committed to adopt the best HR practices. The employees of the Company are presently eligible for two ESOP schemes under 2001 and 2005 Employee Stock Option Policy. Besides attracting talent, the Schemes also help in retention of talent and experience.

The ESOP Scheme 2001 is administered through a Trust, whereby the shares held in the Trust are transferred to the employee as and when the concerned employee exercises stock options under the Scheme.

Till March 2010, under ESOP Scheme 2005, the employees were allotted new equity shares upon exercise of stock options. In the board meeting held in April 2010, the Board approved purchase of the Company's equity shares up to the limit approved by the shareholders in the existing Trust and appropriate the same towards the Scheme. Accordingly, under the ESOP Scheme 2005, the Company now acquire shares from the secondary market through the Trust and transfers the same to the respective employees in place of allotment of fresh equity shares.

Disclosure in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are provided in annexure C to this report.

A certifi cate from M/s. S. R. Batliboi & Associates, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company's Employees Stock Option schemes, would be placed before the shareholders at the ensuing annual general meeting and a copy of the same will also be available for inspection at the registered offi ce of the Company.

PARTICULARS OF EMPLOYEES

The information as required to be provided in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 have been set out in the annexure D to this report. In terms of the provisions of Section 219(1)(b)(iv) of the Act, the abridged annual report has been sent to the members excluding this annexure. Members who desire to obtain this information may write to the Company Secretary at the registered offi ce address and will be provided with a copy of the same.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confi rm that:

I. The applicable accounting standards have been followed along with proper explanation relating to material departures, in the preparation of the annual accounts for the year ended March 31, 2011;

II. They have selected and applied consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of the fi nancial year and of the Profit of the Company for that period;

III. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the Department of Telecommunications (DOT), the Central Government, the State Governments in India, Government of Bangladesh, Government of Sri Lanka and Governments in the 16 countries in Africa, Company's bankers and business associates; for the assistance, co-operation and encouragement they have extended to the Company and also to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance. The directors would like to thank various partners viz. Bharti Telecom, Singapore Telecommunications Limited and other shareholders for their support and contribution. We look forward to their continued support in the future.

For and on behalf of the Board

Place : New Delhi Sunil Bharti Mittal Date : May 5, 2011 Chairman & Managing Director


Mar 31, 2010

The directors have pleasure in presenting the fifteenth annual report on the business and operations of the Company together with audited financial statements and accounts for theyear ended March 31,2010.

OVERVIEW

Bharti Airtel is one of Asias leading telecommunication service providers with presence in all the 22 licensed jurisdictions (known as Telecom Circles) in India and also in Sri Lanka and Bangladesh. The Company served an aggregate of 130.69 mn customers as on March 31, 2010 in India; including 127.62 mn customers using GSM services and 3.07 mn customers using fixed line and/or broadband (DSL) services. The Company offers an integrated suite of telecommunication services to enterprise customers, in addition to providing national and international long distance connectivity. The Company also deploys, owns and manages passive infrastructure for telecommunication services through its subsidiary company, Bharti Infratel Limited, which also owns 42% stake in Indus Towers Limited. Bharti Infratel and Indus Towers are the top two providers of passive infrastructure services in the country.

FINANCIAL RESULTS AND RESULTS OF OPERATIONS

Financial Highlights of Consolidated Statement of Operations of the Company

(Amount in Rs mn)

Particulars Financial Year Y-o-Y

2009-10 2008-09 Growth

Gross revenue 418,295 373,521 12%

EBITDA 168,473 152,858 10%

Cash profit from operations 174,728 135,769 29%

Earnings before taxation 108,954 85,910 27%

Net profit /(loss) 91,631 78,590 17%

Financial Highlights of Standalone Statement of Operations of the Company (Legal entity)

(Amount in Rs mn) Particulars Financial Year Y-o-Y

2009-10 2008-09 Growth

Gross revenue 356,095 340,143 5%

EBITDA 138,698 131,918 5%

Cash profit from operations 148,151 115,686 28%

Earnings before taxation 106,992 81,615 31%

Net profit/(loss) 94,262 77,438 22%

LIQUIDITY

The Company meets its working capital requirement by having suitable commercial agreement with its creditors and sufficient standby credit lines with banks and financial institutions. It deploys a robust cash management system to ensure timely availability of funds and its deployment. The Company has been able to optimise finance cost and generate funds for expansion by minimising the amount of funds tied-up in the current assets.

As on March 31, 2010, the Company has cash and bank balance of Rs 25,786 mn and marketable securities of Rs 51,512 mn. The Company actively manages the short-term liquidity to generate optimum returns by investments made in debt and money market instruments including liquid and income debt fund schemes, fixed maturity plans and other similar instruments.

The Company foresees liquidity requirements for funding the 3G spectrum and BWA spectrum auction fees. The strength of the Companys balance sheet has enabled the Company to adequately tie up funding for expected 3G and BWA liquidity requirements on favorable terms.

On March 30, 2010, the Company has also announced acquisition of Zain Africa B.V. in a USD 10.7 bn deal. The Company has tied up adequate funding to cover the deal.

The Company expects to maintain a comfortable liquidity position post payment of spectrum fees and closure of the acquisition.

GENERAL RESERVE

Out of total profit of Rs 94,262 mn for the financial year 2009-10, an amount of Rs 7,100 mn has been transferred to the General Reserve.

DIVIDEND

The Board has recommended a final dividend of Re 1 per equity share of Rs 5 each (20% of face value) for the financial year 2009-10. The total dividend payout will amount to Rs 4,443 mn, including Rs 645 mn as tax on dividend. The payment of dividend is subject to the approval of the shareholders in the ensuing annual general meeting of the Company.

SUBSIDIARY COMPANIES

As on the date of this report, the Company has twenty subsidiary companies namely (i) Bharti Airtel Services Limited (ii) Bharti Hexacom Limited (iii) Bharti Infratel Limited (iv) Bharti Infratel Ventures Limited (v) Bharti M Commerce Services Limited (vi) Bharti Telemedia Limited (vii) Bharti Airtel (Canada) Limited (viii) Bharti Airtel International (Mauritius) Limited (ix) Bharti Airtel International (Netherlands) B.V. (x) Bharti Airtel Holdings (Singapore) Pte. Limited (xi) Bharti Airtel (Hongkong) Limited (xii) Bharti Airtel (Japan) Kabushiki Kaisha (xiii) Bharti Airtel Lanka (Private) Limited (xiv) Bharti Airtel (Singapore) Private Limited (xv) Bharti Airtel (UK) Limited (xvi) Bharti Airtel (USA) Limited (xvii) Bharti Infratel Lanka (Private) Limited (xviii) Bharti International (Singapore) Pte. Limited (xix) Network i2i Limited and (xx) Warid Telecom International Limited.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Central Government has vide letter No. 47/305/2010-CL-III dated April 27, 2010, granted an exemption to the Company from attachment of the balance sheet, profit & loss account and other documents as set out in section 212(1) of the Companies Act, 1956 in respect of the aforementioned subsidiary companies for the year ended on March 31,2010.

Annual accounts of these subsidiary companies, along with related information are available for inspection at the Companys registered office and are also being uploaded on the website of the Company, www.airtel.in. Copies of the annual accounts of subsidiary companies will be made available to Bharti Airtels investors and subsidiary companies investors upon request.

Since, Bharti International (Singapore) Pte. Limited and Bharti Airtel International (Netherlands) B.V. (both subsidiaries of Bharti Airtel Holdings (Singapore) Pte. Limited) were incorporated in March 2010 and their first financial year will conclude on March 31, 2011, no financial statements have been prepared till March 31, 2010. The Company has also incorporated Bharti M Commerce Services Limited, Bharti Airtel International (Mauritius) Limited and Bharti Airtel (Japan) Kabushiki Kaisha in April 2010 whose first financial year will conclude on March 31,2011.

The statement pursuant to the approval under section 212(8) of the Companies Act, 1956, is annexed as part of the Notes to Consolidated Accounts of theCompany on pageno. 158.

QUALITY

Quality is an integral element of Bharti Airtels DNA. Lean Six Sigma, Process Standardisation, Performance Variance Reduction (PVR) and Knowledge Management are some of the quality initiatives which are deeply ingrained in Bharti Airtels processes. The Company continuously invests in training and development of its employees to champion these initiatives. It continually raises the benchmark by getting assessed by external quality agencies. In this regard, its ISO27001 implementation is among the largest in the world. Bharti Airtel isTL9000and PCI DSS compliant and its IT infrastructure and processes are compliant with COBIT and ITIL best practices.

BRANDING

Bharti Airtel has been rated as the Strongest Brand by the Economic Times - Brand FinanceBrand Power Rating. Brand Airtel was the only corporate brand to be awarded the AAA rating which means extremely strong and it improved its rating from the previous AA+. Airtel was also rated as the 7th Most Valuable Brand in India with a brand value of USD 2.5 bn and was the only telecom player to feature in the top 10 most valuable brands. Airtel also crossed the 100 mn customer base and extended its brand in DTH and IPTV services.

In mobile services, the overarching brand philosophy focused on celebrating the idea of people and relationships. It continued the segmented approach, which strengthened the brands relevance across various socio-economic segments of close to 600 mn mobile users in the country.

Airtel marked its milestone of crossing 100 mn customers with a thematic campaign on Together Good Things Happen. The concept acknowledged each individual as an accumulation of people, relationships and experiences. The refreshed logo used in the campaign comprised of faces of people - customers, employees and partners, who have made the brand what it is. The brand campaign was endorsed by the movie icon, Shahrukh Khan, who resonated with Airtels belief that his people and relationships define him. For urban centers, the brands belief in togetherness was extended to an on-ground manifestation through the ownership of the Airtel Delhi Half Marathon.

In the midst of hyper competition with new players in the market, Airtel offered multiple competitive advantages to its customers, most significant of which was a network with over 110 mn people on it, who could now talk with each other at 50 paise per minute, local and STD. Affordability as a proposition to the customer was further driven through consecutive campaigns on roaming at 60 paise per minute and 1 paise per second, and the recent value series featuring SharmanJoshi.

In the DTH segment, Airtel digital TV continued to gain a strong mindshare and market share in the year 2009-10 through key brand campaigns aimed at building differentiation based on technology and product superiority. A high decibel campaign featuring superstars Kareena and Saif along with former Miss India Sarah Jane Dias brought to the audience the advantage of "Picture clarity" which triggered faster adoption for DTH. This campaign was supported by MPEG 4 DVB S2 technology which only Airtel offered at that point of time. The next campaign announced the launch of digital TV "Recorder". Airtel was the second player to launch this product. To create a strong differentiation and consumer benefit, the campaign talked about the "Record from mobile" feature. With the "record from mobile" feature, one can record live TV with ease anytime, anywhere.

MAJOR AGREEMENTS AND ALLIANCES

During the year, the Company signed the following major agreements relating to operations, customer service, innovation and technology:

- With Alcatel Lucent to manage Bharti Airtels pan-India access network for broadband and telephone services through a joint venture company

- With Ericsson and Nokia Siemens extending network upgradation contract for 2 years for providing a superlative customer experience at a lower cost

- With Royal Government of Bhutan to launch a new terrestrial cable network to Bhutan to further the growth of the IT/ITES and Data Centre market in Bhutan

- With Cisco to create and launch unique products, including managed data services, hosted unified communications, connected branch services and Cisco Telepresence

- With HTMT and Firstsource, expanding the call center contracts to include two more partners, thereby achieving a capability to handle 1.4 bn minutes of customer calls

- With Limelight Networks for global content delivery network

- With global telcos in launching unity cable system to boost Trans-Pacific connectivity

- With global telcos to build and operate the Southeast Asia Japan Cable System rated among the highest capacity cable systems in the world

- With Twitter, allowing its customers to send and receive SMS tweets on Twitter

- With Dow Jones to launch The Wall Street Journal India mobile application providing the latest international and Indian financial and business news from The Wall Street Journal and Dow Jones Newswires, exclusively for Airtel customers on the mobile platform

- Investment in Asia America Gateway (AAG), Unity North, South East Asia Japan Cable system (SJC), India Middle East Western Europe (IMEWE), East African Submarine System (EASSy) cable systems with consortium partners for extending global reach to 50 countries across 5 continents

NEW PRODUCTS/ INITIATIVES

During the year, the Company launched various new and innovative products and services, which enabled it to strengthen its leadership position in an intensely competitive market. Few of the key launches of theyear included:

- Worlds first Windows-based Online Desktop powered by Microsoft and Nivio on Airtel broadband

- Indias first mobile application store - Airtel App Central which offers over 1,500 applications for download across 550+ devices categorised under 25 customer categories

- Airtel Hosted Mail - powered by Microsoft Exchange Server 2007, a corporate mailing solution for Small and Medium Business (SMB) across the country to offer a robust enterprise grade mailing solution with an inbox as big as 4 GB along with a wider range of communication tools enabling them to share email messages, contacts, calendars, work folders, task list and documents from either their PC or mobile phone

- HTC Smart, worlds first commercial 3G Smartphone based on brew MP platform in partnership with HTC and Qualcomm

- Ultra fast 50 MBPS broadband offering the fastest wire line broadband in the country. The service will be initially available in Delhi and Gurgaon, with phased roll-out in cities of Mumbai, Chennaiand Bengaluru

- "VPN in a box", a bundled product offering - MPLS bundled with last mile connective and customer premise hardware

- Website Builder for customers with 15,000 built-in templates, domain names and e-commercecapabilities

- Chek on voice, thereby expanding the range of mobile commerce application

- Digital Media Exchange (DMX) and Teleport services for integrated content delivery for Media customers thereby marking Airtels foray into the "4th screen" for digital cinema content delivery

- Airtel Digital TV Recorder, an enhanced Set Top Box (STB) with capability to record live television, anytime, anywhere

- Mobile Comics Portal on Airtel Live, allowing its subscribers to access more than 300 Indian and International com ics via WAP

- Freedom Plan, giving its customers to choose from a variety of plans based on usage and calling patterns and; Turbo Plan allowing its customers to enjoy substantial advantage while roam ing anywhere

- Far-East Connect Network to serve global wholesale by linking Singapore and US via Asia America Gateway (AAG) cable landing in Singapore

- Ethernet Services in more than 25 global cities across Asia, Europe, North America and Australia

- Mobile Application Tool for Enterprises (MATE) that enables mobile devices to become an integral part of enterprise network, by allowing seamless, secure and On-Demand access to enterprise business data from anywhere, anytime

CAPITAL MARKET RATINGS

As at March 31, 2010, Bharti Airtel Limited has outstanding ratings with four institutions, two of them domestic, viz. CRISIL and ICRA, and two international, viz. Fitch Ratings and S&P.

- CRISIL and ICRA have rated Airtel at the top end of their rating scales, both for short term (P1 + / A1 +) as well as long term (AAA/ LAAA)

- Both Fitch Ratings and S&P have rated Airtel at the level of the sovereign rating of India (BBB-)

Subsequent to March 31, 2010, and pursuant to the closure of the Zain transaction and related acquisition debt, while CRISIL, ICRA and Fitch Ratings have reaffirmed the above ratings, S&P has moved the rating to BB+.

SHARE CAPITAL

During the year, the Company issued 919,734 (sub-divided) equity shares of Rs 5 each upon exercise of stock options under ESOP Scheme 2005 of the Company.

Further, the Company also allotted 65,385 (pre-split) equity shares of Rs 10 each upon conversion of Foreign Currency Convertible Bonds (FCCBs) by their holders in May 2009.

In July 2009, the Company has sub-divided its 1 equity share of Rs 10 each into 2 equity shares of Rs 5 each.

Due to these corporate actions, the issued, subscribed and paid-up equity share capital of the Company increased from 3,796,479,592 (sub-divided) (March 31, 2009) to 3,797,530,096 equity shares as of March 31,2010.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with the listing agreement requirements, the Management Discussion & Analysis report is presented in a separate section forming part of theAnnual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance Practices and have implemented all the stipulations prescribed.

A detailed report on Corporate Governance pursuant to the requirements of clause 49 of the listing agreement forms part of the annual report. A certificate from the auditors of the Company, S.R. Batliboi & Associates, Chartered Accountants, Gurgaon confirming compliance of conditions of Corporate Governance as stipulated under clause 49 is annexed to this report as Annexure A.

SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with the provisions of various applicable corporate laws, regulations and guidelines issued by the Securities and Exchange Board of India and other statutory authorities, the Company has voluntarily started a practice of secretarial audit from a practicing company secretary.

The Board had appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct secretarial audit of the Company for the financial year ended March 31, 2010, who has submitted their report confirming the compliance with all the applicable provisions of various corporate laws. The Secretarial Audit Report is provided separately in the annual report.

CORPORATE SOCIAL RESPONSIBILITY

At Bharti Airtel, Corporate Social Responsibility (CSR) encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. Detailed information on the initiatives of the Company towards CSR activities is provided in the Corporate Social Responsibility section of the annual report.

DIRECTORS

Since last Directors Report, Paul OSullivan, Quah Kung Yang and Mauro Sentinelli have resigned from the Board due to personal reasons and Bashir Currimjee has retired from the Board in terms of the policy on independent directors adopted by the Company. During the year. Tan YongChoo and Lim Chuan Poh were appointed as directors. The Board places on record its sincere appreciation for the services rendered by

Paul OSullivan, Quah Kung Yang, Mauro Sentinelli and Bashir Currimjee during their tenure on the Board.

Chua Sock Koong, Pulak Chandan Prasad, Rajan Bharti Mittal and Rakesh Bharti Mittal retire by rotation attheforthcoming annual general meeting and being eligible, offer themselves for re-appointment.

A brief resume containing nature of expertise, details of directorships held in other public limited companies of the directors proposing re-appointment along with their shareholding in the Company as stipulated under clause 49 of the listing agreement with the stock exchanges is appended as an annexure to the notice of ensuing annual general meeting.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

AUDITORS

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, retire at the conclusion of the ensuing annual general meeting of the Company and have confirmed their willingness and eligibility for re-appointment and have also confirmed that their re-appointment, if made, will be within the limits under section 224(1 B) of the Companies Act, 1956.

AUDITORSREPORT

The Board has duly examined the Statutory Auditors report to accounts which is self explanatory and clarifications wherever necessary, have been included in the notes to accounts section of theannual report.

As regards the comment under para xxi of Annexure to the Auditors Report, to address the issues of fraud by employees and external parties, the Company has taken appropriate steps including issuance of warning letters, termination of service of the errant employees, termination of the contract/ agreements with the external parties, legal action against the external parties involved, blacklisting the contractors, etc. The Company is focused on further strengthening its internal control systems to reduce the probability of occurrence of such events in future.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

For the Company, being a service provider organisation, most of the information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information, as applicable, has been given in Annexure B to this report.

EMPLOYEES STOCKOPTION PLAN

The Company values its human resource and is committed to adopt the best HR practices. The employees of the Company are presently benefited from two ESOP schemes under 2001 and 2005 Employee Stock Option Policy. Besides attraction of new talent, the policies also helps in retention of well- performing employees, who are contributing to the growth of the Company.

The ESOP Scheme 2001 is administered through a trust, whereby the shares held in the trust are transferred to the employee as and when the concerned employee exercise stock options under the Scheme.

Under the ESOP Scheme 2005, the employees were allotted new equity shares upon exercise of stock options up to March 2010. In the board meeting held in April 2010, the Board has approved acquisition of the Companys equity shares up to the limit approved by the shareholders in the existing Trust and appropriate the same towards the Scheme. Accordingly, henceforth under the ESOP Scheme 2005, instead of allotment of fresh equity shares, the Company will transfer the shares so acquired from the trust to the respective employees. There will be no fresh allotment of equity shares under the ESOP Scheme.

Disclosure in compliance with clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, if provided in AnnexureC to this report.

A certificate from M/s S. R. Batliboi & Associates, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company Employees Stock Option schemes would be placed before the shareholders at the ensuing annual general meeting and a copy of the same shall be available for inspection at the registered office of the Company.

PARTICULARS OF EMPLOYEES

The information as are required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 have been setoutin theannexuretothis report. However, in terms of the provisions of section 219(1)(b)(iv) of the Act, the annual report has been sent to the members of the Company excluding these information. Members who desire to obtain this information may write to the Company Secretary at the registered office address and will be provided with a copy of the same.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the directors to the best of their knowledge and belief confirm that:

(i) the applicable accounting standards have been followed along with proper explanation relating to material departures, in the preparation of the annual accounts for theyear ended March 31,2010;

(ii) they have selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Com pany for that period;

(iii)they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation to the Department of Telecommunications (DOT), the Central Government, the State Governments, Government of Bangladesh, Sri Lanka and Africa, Companys Bankers and business associates; for the assistance, co-operation and encouragement they extended to the Company and also to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The directors would also like to thank various partners viz. Bharti Telecom, Singapore Telecommunications Limited and other shareholders for their support and contribution. The Board looks forward to their continued support in future.

For and on behalf of the Board

Sunil Bharti Mittal Chairman and Managing Director

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