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Bharti Airtel Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1120942.25 Cr. P/BV 12.87 Book Value (Rs.) 150.17
52 Week High/Low (Rs.) 2046/1423 FV/ML 5/1 P/E(X) 33.41
Bookclosure 18/07/2025 EPS (Rs.) 57.85 Div Yield (%) 0.83
Year End :2025-03 

Financial Highlights

In terms of the provisions of the Companies Act, 2013 (‘Act’), and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulations’), the Company has prepared its standalone and consolidated financial statements
as per Indian Accounting Standards and other applicable laws for FY 2024-25. Key highlights of the financial statements for
FY 2024-25, are as follows:

Standalone

Consolidated

Particulars

FY 2024-25

FY 2023

-24

FY 2024-25

FY 2023

-24

E Mn

USD Mn

E Mn

USD Mn

E Mn

USD Mn

E Mn

USD Mn

Gross revenue

1,089,439

12,899

941,198

11,375

1,729,852

20,482

1,499,824

18,127

EBITDA before exceptional
items

615,267

7,285

510,867

6,174

942,489

11,159

790,458

9,553

Cash profit from operations

472,479

5,594

378,029

4,569

736,703

8,723

607,739

7,345

Profit/ (Loss) before tax

178,644

2,115

71,161

860

383,985

4,546

126,790

1,532

Net income/ (Loss)

235,018

2,783

49,882

603

335,561

3,973

74,670

902

* 1 USD = C84.46 exchange rate as on March 31, 2025.

** 1 USD = C82.74 exchange rate as on March 31, 2024.

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

Your Board of Directors is pleased to present the 30th Report
on the business and operations of Bharti Airtel Limited (‘Bharti
Airtel’ or ‘Airtel’ or ‘Company’) along with audited financial
statements for the financial year ended March 31, 2025.

Company Overview

Bharti Airtel is a global communication solutions provider,
serving over 590 million customers in 15 countries across
India and Africa. The Company also has its presence in
Bangladesh and Sri Lanka through its associate entities.
The Company ranks amongst the top three mobile operators
globally and its networks cover over two billion people. Bharti
Airtel is India’s largest telecom solutions provider and the
second largest mobile operator in Africa.

Reserves

During the year, the Company has not transferred any amount
to General Reserve. As on March 31, 2025, the Reserves and
Surplus comprising General Reserve, Retained Earnings and
Securities Premium Account stood at C1,084,632 million.

Share Capital

The authorised share capital of the Company as on
March 31, 2025 stood at C148,730,500,000 divided into

29.746.080.000 equity shares of face value of C5 each and

1.000 preference shares of face value of C100 each.

During the FY 2024-25, the Company has allotted 47,018,242
fully paid-up equity shares of face value of C5 each at the
applicable conversion price pursuant to conversion of
Foreign Currency Convertible Bonds (‘FCCBs’) of principal
value of USD 337.77 million in multiple tranches. Consequent
to the aforesaid allotment, the paid-up share capital of the

Bharti Airtel’s retail portfolio includes high speed 4G/5G
mobile broadband, Airtel Xstream Fiber promises speeds
up to 1 Gbps, seamlessly converging linear and on-demand
entertainment, streaming services spanning music and
video, digital payments and Airtel Finance. For enterprise
customers, Airtel offers a gamut of solutions that includes
secure connectivity, Cloud, Data Centres, Cyber Security,
loT, and Cloud based communication. Within the diversified
portfolio, the Company offers passive infrastructure services
through its subsidiary, Indus Towers Limited.

To read more about Company’s business segments, please
refer to ‘Airtel at a Glance’ section on
page 07 of this
Integrated Annual Report.

Company has increased to C29,000,886,172.50 divided
into 5,702,105,319 equity shares of face value of C5 each
fully paid-up and 392,287,662 partly paid-up equity shares
of face value of C 5 each (C1.25 per share paid-up) as on
March 31, 2025.

During the year, the Company has also redeemed the
remaining FCCBs of principal value of USD 0.20 million at a
premium of 2.66% on February 17, 2025 as per the terms and
conditions of issuance of FCCBs.

Dividend

In terms of Regulation 43A of the SEBI Listing Regulations,
the Company has in place the Dividend Distribution Policy,
which sets out the parameters and circumstances to be
considered by the Board of Directors (‘Board’) in determining
the distribution of dividend to its shareholders and/ or the
utilisation of the retained profits of the Company. As per the

policy, the Company aims to distribute to its shareholders,
100% dividend income (net of taxes) received from
its subsidiary and associate companies. The Dividend
Distribution Policy is available on the Company’s website
which can be accessed by
clicking here.

The Board has recommended a final dividend of C16 (i.e.
320%) per fully paid-up equity share of face value of C 5/- each
and a pro-rata final dividend of C4/- per partly paid-up equity
share of face value of C5/- each (paid-up value of C1.25/-
each) for FY 2024-25, subject to approval of members at the
ensuing Annual General Meeting. The proposed dividend
payout based on the outstanding number of shares as on the
date of this report, will amount to approx. C92,802.84 million.

The record date for the purpose of payment of final dividend
for the FY 2024-25, will be Friday, July 18, 2025.

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.

Subsidiary, Associate and Joint Venture
Companies

As on March 31, 2025, your Company has 138 subsidiaries
and 17 associate and joint venture entities.

The following key developments took place with regard to
subsidiaries, associates and joint venture companies during
the year:

(a) With effect from November 19, 2024, Indus Towers
Limited (earlier a Joint Venture of the Company)
became a subsidiary company under applicable
Indian Accounting Standards consequent to change
in composition of the Board of Directors of Indus
Towers Limited. As on March 31, 2025, Company holds
50.005% stake in Indus Towers Limited.

(b) In terms of an arrangement between the Company,
Dialog Axiata PLC (‘Dialog’) and Axiata Group Berhad
to combine their operations in Sri Lanka, the Company
transferred its 100% stake of Bharti Airtel Lanka
(Private) Limited in consideration of which the Company
acquired 10.355% stake in Dialog by way of a share
swap. Consequent to the above arrangement, Bharti
Airtel Lanka (Private) Limited ceased to be a subsidiary
of the Company.

(c) Consequent to 74% investment in the equity share
capital of OneWeb India Communications Private
Limited (earlier, wholly owned subsidiary of the
Company) by OneWeb Holdings Limited, OneWeb India
Communications Private Limited became an associate
company in which Company holds 26% equity shares
as on March 31, 2025.

(d) Nxtra Africa Data (Kenya) SEZ Limited, Nxtra Africa Data
RDC S.A. and Airtel Mobile Management Services FZ-
LLC became subsidiaries, and Rventures plc, AxEnTec
plc and SmartPay Limited became associate companies.

(e) Bharti Airtel International (Mauritius) Limited and Bharti
Airtel International (Mauritius) Investments Limited
got amalgamated with Network i2i Limited, subsidiary
company, and hence, ceased to be the subsidiaries of
the Company.

(f) Upon liquidation, Bharti Airtel (Japan) Private Limited
ceased to be a subsidiary of the Company.

(g) Consequent to sale of entire stake (50%) by the
Company, FireFly Networks Limited ceased to be an
associate of the Company.

In addition to the above developments, Bharti Hexacom
Limited, a subsidiary company successfully achieved the
milestone of listing and trading of its equity shares on
National Stock Exchange of India Limited and BSE Limited
effective from April 12, 2024.

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 subsidiaries,
associates and joint ventures as per applicable accounting
standards in the prescribed Form AOC-1, is annexed to
the consolidated financial statements of the Company
which forms part of this Integrated 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.

In terms of the requirement of Section 136 of the Act, the
financial statements of each of the subsidiary companies are
available on the Company’s website at
https://www.airtel.in/
about-bharti/equity/results/annual-results.

The audited financial statements of each subsidiary, associate
and joint venture companies 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 can be accessed on the Company’s website by
clicking here. Details of material subsidiaries of the Company
as per Regulation 16(1)(c) of SEBI Listing Regulations are
disclosed in the ‘Report of Corporate Governance’ forming
part of this Integrated Annual Report.

Board of Directors and Key Managerial Personnel

The Company’s Board of Directors is an optimum mix
of Executive, Non-Executive, Independent and Woman
Directors and conforms to the provisions of the Act, SEBI
Listing Regulations, FDI guidelines, terms of shareholders’
agreement and other applicable statutory provisions.

As on March 31, 2025, the Board comprised ten (10)
directors, including a Chairman, a Vice Chairman & Managing
Director, three (3) Non-Executive Non-Independent Directors
and five (5) Independent Directors including two (2) Women
Independent Directors. The appointment/ re-appointment
of all the directors of the Company is subject to periodic
approval of the shareholders. The Company does not have
any permanent Board seat.

Details of change in the Board of Directors during
FY 2024-25 and till the date of this report, are as
under:

i. Board appointment, resignations etc.

During the FY 2024-25, following appointments/
reappointments were made by the Board of Directors on
the recommendations of HR & Nomination Committee:

a) Appointment of Justice (Retd.) Arjan Kumar Sikri
(DIN: 08624055) as an Independent Director for a
term of five consecutive years effective from June
01, 2024 upto May 31, 2029, upon approval of the
members in the 29th Annual General Meeting held
on August 20, 2024.

b) Appointment of Mr. Rajan Bharti Mittal (DIN:
00028016) as Non-executive Director (liable to
retire by rotation) w.e.f. October 28, 2024 in place
of Mr. Rakesh Bharti Mittal (DIN: 00042494),
Non-executive Director pursuant to the change
in nomination by Bharti Telecom Limited. The
appointment of Mr. Rajan Bharti Mittal was
approved by the members by way of Postal Ballot
on January 26, 2025.

In addition to the above changes, Mr. Pradeep Kumar
Sinha (DIN: 00145126) tendered his resignation as
an Independent Director w.e.f. May 14, 2024 (close
of business hours), expressing his intention to devote
time towards his new professional responsibilities and
confirming that there was no other material reason for
his resignation.

The Board placed on record its sincere appreciation for
the valuable contribution of Mr. Pradeep Kumar Sinha
and Mr. Rakesh Bharti Mittal as directors of the Company.

I n the opinion of the Board, all the board members
of the Company possess the requisite qualifications,
experience, expertise, proficiency and hold high
standards of integrity.

ii. Leadership succession

Airtel has always upheld the highest standards of
corporate governance, with a strong emphasis on
succession planning to ensure business continuity and
long-term value creation. In line with this objective, the
Board on the recommendations of HR & Nomination
Committee approved a well-structured succession
and transition plan during the FY 2024-25 under which
Mr. Gopal Vittal was appointed as Vice Chairman
in addition to being the Managing Director of the
Company with effect from October 28, 2024. To ensure
a seamless leadership transition, Mr. Shashwat Sharma
(formerly, Chief Operating Officer), was named as CEO
Designate and will assume the role of Managing Director
& CEO effective January 01, 2026 upon requisite
corporate approvals.

This well-planned transition reflects a balance of
continuity and change, underscoring Airtel’s long-term
strategic vision and leadership depth. Further details
on the Company’s succession planning framework
are provided in the ‘Report on Corporate Governance’,
which forms part of this Integrated Annual Report.

iii. Retirement by rotation and subsequent
re-appointment on the Board

Pursuant to the applicable provisions of the Act,
Ms. Chua Sock Koong (DIN: 00047851), Non-executive
Director of the Company, will retire by rotation at the
ensuing AGM and being eligible, has offered herself for
re-appointment. The Board, on the recommendation of
the HR & Nomination Committee, recommended her
re-appointment at the ensuing AGM.

Relevant details with respect to her experience,
attributes, skills, directorships held in other companies
and committee memberships, etc., as stipulated under
Regulation 36 of the SEBI Listing Regulations and
Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India, form part of
the Notice of ensuing AGM.

A detailed disclosure on other directorships, committee
memberships, age, tenure on the Board, shareholding, area
of expertise/ skills etc. of Board members, forms part of the
‘Board of Directors’ section of this Integrated Annual Report.

iv. Key Managerial Personnel (‘KMP’) under
Section 203 of the Act

During the year, the Board of Directors, on the
recommendations of the HR & Nomination Committee,
approved the appointment of Mr. Rohit Krishan Puri as
Joint Company Secretary & Compliance Officer (KMP
under section 203 of the Act) w.e.f. August 06, 2024.

As on the date of this report, Mr. Gopal Vittal, Vice
Chairman & Managing Director, Mr. Soumen Ray, Chief
Financial Officer (India & South Asia), Mr. Pankaj Tewari,
Group Company Secretary and Mr. Rohit Krishan Puri,
Joint Company Secretary & Compliance Officer, are
KMPs of the Company.

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 Regulation 16(1)(b) of the SEBI Listing
Regulations and Section 149(6) of the Act, as amended, read
with rules framed thereunder. In terms of Regulation 25(8)
of the SEBI 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

At Airtel, diversity and inclusion are recognised as key
drivers of good governance and sustainable value creation.
The Board firmly believes that diversity of background,
gender, age, ethnicity, geography, expertise, knowledge, and
perspectives etc., not only sharpens decision making but also
fosters more resilient and forward looking governance. There
is strong empirical data to suggest that there is a positive
co-relation between diversity and company performance,
further validating our commitment to inclusive leadership.
Reflecting this philosophy, Airtel continues to champion
diversity and inclusion at the highest levels. Our Board
comprises eminent, high-performing and diverse individuals
with
30% Woman Directors and a broad mix of global and
industry experiences.

In terms of the requirement of Section 178 of the Act and
SEBI Listing Regulations, the Company has in place a Board
approved ‘Policy on Nomination, Remuneration and Board
Diversity’ (‘Policy’) on appointment and remuneration of
directors, KMPs & 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.
In terms of the Policy, the total rewards package for Vice
Chairman & Managing Director and relevant members of
Senior Management is linked to sustainability targets and
long term performance of the Company. The deferred/
variable remuneration (including Long Term incentive) of
KMPs and members of Senior Management including the
Vice Chairman & Managing Director, is subject to malus/
clawback arrangements.

During the year under review, the Company conducted a
comprehensive review of the Policy and,
inter-alia, aligned
the same with the recent amendments in SEBI Listing
Regulations. The latest version of the Policy can be accessed
on the Company’s website by
clicking here.

Board Evaluation

The Board, in consultation with HR & Nomination Committee,
lays down a structured and robust framework - process,
format, attributes, criteria and questionnaires for the
performance evaluation of the Board, its Committees and
individual directors including the Chairman and Managing
Director, keeping in view the Board priorities and global best
practices. To ensure integrity and objectivity, Bharti Airtel
leverages the expertise of a leading independent consulting

firm, which facilitates the online evaluation process. This
approach not only brings external insights but also reinforces
Airtel’s commitment to ensure continuous improvement in
board processes and performance.

A detailed disclosure on the framework of Board Evaluation
covering evaluation approach, overview of evaluation process,
evaluation criteria, outcome of the evaluation process and
actions taken on outcome of last year’s evaluation process
has been provided in the Report on Corporate Governance,
which forms part of this Integrated Annual Report.

Familiarisation Programme for Board members

The Company has adopted a well-structured induction
programme for orientation and training of Board members at
the time of their joining to provide them with an opportunity
to acclimatise themselves with the Company, the Board,
its management, its operations including its products,
culture, operating framework and the industry in which the
Company operates.

Apart from the induction programme, the Company
periodically presents updates at the Board/ Committee
meetings to apprise the directors with the Company’s
strategy, business performance including Company’s digital
ecosystem, product offerings, finance, risk management
framework, human resources and other related matters. The
Board members also visit Airtel outlets and meet customers
and other stakeholders for gaining first-hand experience
about the products and services of the Company.

A detailed note on the familiarisation programme adopted
by the Company for orientation and training of the directors,
is provided in the Report on Corporate Governance which
forms part of this Integrated Annual Report.

Board Committees and Meetings of the Board and
Board Committees

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

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

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

The Board of Directors met five times during the year.
A detailed update on the Board and its composition,
governance of various Board Committees including their
detailed charters and terms of reference, number of Board
and Committee meetings held during FY 2024-25 and
attendance of the directors thereat etc., is provided in the
Report on Corporate Governance which forms part of this
Integrated Annual Report.

Auditors and Auditors’ Report

The Company maintains robust policies and governance
practices to ensure the highest standards of audit
independence, integrity, and accountability. At the time
of appointment or re-appointment of audit firms, the
Audit Committee and Board of Directors undertake a
comprehensive evaluation process to assess independence,
potential conflicts of interest, past performance, governance
track record and alignment with regulatory standards. The
evaluation also considers the firm’s experience, industry
knowledge, global capabilities, and technical competence,
overall audit approach, sector expertise and understanding
of Company’s business etc.

In addition to this, the Audit Committee regularly exercises
strong oversight with well-defined checks and balances to
review auditors’ independence, safeguard auditor objectivity
and uphold stakeholder trust. This disciplined approach and
practices at Airtel reflect its unwavering commitment to
sound financial reporting and governance excellence.

The profiles of Company’s Auditors are available on its
website and can be accessed by
clicking here.

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants
(‘Deloitte’) were re-appointed as the Statutory Auditors of
the Company at the 27th AGM held on August 12, 2022, for
a period of five years i.e. till the conclusion of 32nd AGM.

Deloitte 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’ Reports
to the financial statements, which are self-explanatory. The
clarifications, wherever necessary, have been included in
the notes to financial statements section of this Integrated
Annual Report.

As regards the comments under para i(a) of the Annexure
B to the Independent Auditor’s 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, 2025. The Company, in
order to keep the network up and running, moves network
equipments from one site location to another on urgent basis
to ensure that its network is running seamlessly, for each
movement situation is later updated in Fixed Assets Register.

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 optic fiber cable 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. Additionally, bandwidth and optic fiber cable
due to their nature and location is not practically feasible to
physically verify.

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 and physical
possession of these properties are lying with the Company.
The mutation of title deeds or transfer of conveyance deed
are pending in the 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.

Internal Auditors and Internal Assurance Partners

Airtel operates within a strong and mature control
environment, underpinned by comprehensive corporate
policies, well-defined processes, and a rigorous compliance
framework which ensure ethical, efficient, and transparent
conduct of business. This robust framework safeguards the
Company’s assets, ensures optimal utilisation of resources,
and supports the timely, accurate recording of financial and
operational transactions.

These elements of the control environment are periodically
tested and reviewed by Company’s Internal Assurance
Group (‘IAG’) which is led by the Chief Internal Auditor and
ably supported by reputed independent professional firms
i.e. Ernst & Young LLP, Chartered Accountants and ANB
& Co., Chartered Accountants as the Internal Assurance
Partners. The combination of in-house team and independent
external experts ensures objectivity of audit process as well
as effective value addition and protection.

IAG provides assurance regarding the adequacy and
operation of internal controls and processes vide well
established internal audit framework. 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 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 Board, on the recommendation of the Audit Committee,
had re-appointed Ernst & Young LLP, Chartered Accountants
and ANB & Co. Chartered Accountants as the Internal
Assurance Partners for FY 2025-26.

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, 2025. Chandrasekaran Associates have submitted the
Secretarial Audit Report for FY 2024-25, confirming,
inter-
alia,
compliance of all the provisions of applicable corporate

laws by the Company and the report does not contain any
qualification, reservation, disclaimer or adverse remark.
The Secretarial Audit Report is annexed as
Annexure A of
this Report.

Further, in term of Regulation 24A of SEBI Listing Regulations
as amended, every listed company has been mandated to
appoint Secretarial Auditor for a fixed term of five years
(extendable to another term of five years), with the approval
of members in the Annual General Meeting. While Regulation
24A allows the existing Secretarial Auditor to continue for two
term of five years each, notwithstanding its association with
the Company prior to April 01, 2025, the Company, in line with
its commitment to follow best corporate governance practice
and ensuring auditors independence and objectivity, decided
for a voluntarily rotation of its existing Secretarial Auditors.

Accordingly, the Audit Committee and the Board have
recommended the appointment of Makarand M. Joshi & Co,
Company Secretaries (‘MMJC’) as Secretarial Auditors of the
Company for a term of five consecutive year i.e. from FY 2025¬
26 to FY 2029-30, subject to approval of the members in the
ensuing Annual General Meeting in compliance of Regulation
24A of SEBI Listing Regulations.

MMJC have confirmed their eligibility, independence and
willingness for appointment as Secretarial Auditors of
the Company and have also confirmed that they are not
disqualified for such appointment under applicable laws
and Auditing Standards issued by the Institute of Company
Secretaries of India.

Cost Auditors and Cost Records

The Board, on the recommendation of the Audit Committee,
had appointed Sanjay Gupta & Associates, Cost Accountants
(‘SGA’), as Cost Auditors, for the financial year ending March
31, 2025. The Cost Auditors will submit their report for
FY 2024-25 within the timeframe prescribed under the Act.

Cost Audit report for the FY 2023-24 did not contain any
qualification, reservation, disclaimer or adverse remark.
Further, the Company has duly maintained the cost records
as prescribed by the Central Government under Section
148(1) of the Act.

The Board, on the recommendation of Audit Committee,
has re-appointed SGA, as Cost Auditors of the Company
for FY 2025-26 upon confirmation of SGA with respect
to their eligibility, independence, willingness etc. for the
said reappointment.

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.

It may be noted that none of the Auditors of the Company
have 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 during the year under review.

Capital Market Ratings

During the year ended March 31, 2025, the Company was
rated by three domestic rating agencies namely CRISIL,
CARE, India Ratings & Research Private Limited; and three
international rating agencies namely Fitch Ratings, Moody’s
and S&P, which are as under:

a) CRISIL revised its outlook on the long-term facilities
from ‘Stable’ to ‘Positive’ while maintaining the rating at
‘CRISIL AA ’. Further, the short term rating is maintained
at ‘CRISIL A1 ’.

b) CARE assigned ‘CARE AAA (Stable)’ for long term
facilities and ‘CARE A1 ’ for short term facilities.

c) India Ratings & Research Private Limited maintained
Short-term ratings at ‘IND A1 ’.

d) Fitch Ratings maintained the rating at ‘BBB- (Stable)’.

e) Moody’s revised its outlook from ‘Stable’ to ‘Positive’
while maintaining the rating at ‘Baa3’.

f) S&P revised its outlook from ‘Stable’ to ‘Positive’ while
maintaining the rating at ‘BBB-’.

Transfer of unclaimed dividend and shares to
Investor Education and Protection Fund (‘IEPF’)

In compliance of the applicable provisions of the Act and
rules made thereunder, the Company had transferred the
unclaimed dividend of C2.53 Million (pertaining to FY 2016-17
and 2017-18) and 33,106 fully-paid equity shares to IEPF
during FY 2024-25.

A detailed note covering the status of unclaimed dividend
lying with the Company and process for claiming refund of
unclaimed dividend and shares from IEPF, forms part of the
Report on Corporate Governance.

Employee Stock Option Plans

The Company has instituted a robust and well-governed
Long-Term Incentive (‘LTI’) framework that reinforces a
culture of ownership, enable the Company to retain best-
in-class talent in a competitive environment and aligns
employee performance with Airtel’s long-term strategic goals
and shareholder interests.

As part of LTI framework, the Company has two Employee
Stock Options (‘ESOP’) schemes in place namely ‘Employee
Stock Option Scheme - 2001’ and ‘Employee Stock Option
Scheme - 2005’ (collectively referred as ‘Schemes’) which are
administered and monitored by HR & Nomination Committee
and implemented through Bharti Airtel Employees Welfare
Trust. Based on robust performance management process,
the ESOPs to eligible employees are granted with vesting
linked to parameters as decided by HR & Nomination
Committee from time to time.

In line with its governance standards and commitment to
achieve market-leading practices, the Company partnered
with a leading global HR consulting firm to holistically
review and benchmark its ESOP schemes in line with global

best practices. As a result, starting FY 2024-25, vesting
of ESOPs to Vice Chairman & Managing Director and
members of the Airtel Management Board has been linked
to 100% performance-based criteria, which primarily include
achievement against various pre-determined performance
metrics such as ‘Revenue Market Share Growth’, ‘Earnings
before interest and taxes/ Gross Revenue’, ‘Operating
free cash flow’, ‘Relative Total Shareholder Return against
peer group of companies’ etc. or such other parameter as
may be decided by the HR & Nomination Committee. Any
exception to the plan on account of specific talent attraction,
engagement or retention shall require prior approval of HR &
Nomination Committee.

The Schemes comply with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (‘ESOP
Regulations’) and there was no material change in the
Schemes during the year under review. The certificate from
Chandrasekaran Associates, Company Secretaries, certifying
that the Schemes are implemented in accordance with the
ESOP Regulations and resolutions passed by the members
from time to time, shall be available for inspection by the
members in electronic mode during the AGM.

Pursuant to the provisions of ESOP Regulations, a disclosure
with respect to Schemes of the Company as on March 31,
2025, is available on the Company’s website at
https://www.
airtel.in/about-bharti/equity/results. The periodic disclosures
made by the Company, giving details of grant of ESOPs as
approved by HR & Nomination Committee along with vesting
schedules and exercise period etc., are also available at
https://www.airtel.in/about-bharti/equity/shares/stock-
exchange-submissions
.

Sustainability Journey

The Board remains deeply committed to the Environmental,
Social, and Governance (ESG) agenda, striving to embed
responsible and sustainable practices across all aspects of
the business for the benefit of all stakeholders.

The Board ESG Committee holds overall responsibility for
implementing ESG initiatives and ensuring alignment with
leading industry standards. The Committee reviews and
approves key ESG risks and opportunities (including climate
change risk), sets ESG targets and monitors the performance
and ratings in alignment with our business strategy.

At Airtel, we are focused on creating meaningful impact by
enhancing connectivity, reducing our carbon footprint while
achieving cost efficiencies, and driving transformative social
initiatives to uplift the lives of children and youth through
Bharti Airtel Foundation’s proactive implementation and
support of quality education and skill development programs.

Bharti Airtel is dedicated to digitally connecting the
entire nation. In line with this commitment, the Company
successfully rolled out 5G across India this year. As of now, our
network covers 97% of the population in 7,918 Census towns
as well as 814,066 non-Census towns and villages. Through
strategic network investments, the Company has expanded
connectivity to some of India’s most remote regions. As
part of the Rural Expansion Programme, we made rapid

strides in expanding high-quality, affordable connectivity
to underserved regions through the deployment of 44,564
sites across 90,995 villages over 3 years. Bharti Airtel
remains dedicated to expanding 4G and 5G connectivity in
underserved regions to foster greater digital inclusion.

Bharti Airtel is fully committed to the Paris Accord goal of
limiting global temperature rise to below 1.5°C. To support
this, the Company has in place validated Science Based
Targets to reduce emissions by 50.2% from our operations
and 42% across our value chain by 2031.

This year, the Company remained focused on greening the
network and enhancing climate resilience. The Company has
accelerated solar adoption, now powering 30,708 network
sites. Additionally, by integrating AI/ML into our network,
the Company can dynamically switch off radio layers based
on real-time traffic, cutting emissions and lowering energy
consumption. Nxtra by Airtel joined the RE100 initiative, a
flagship global initiative led by Climate Group in partnership
with CDP and is committed to sourcing 100% renewable
electricity to achieve its net-zero goals by 2031. 49% of
the electricity used in our data centers now comes from
renewable sources.

Bharti Airtel is ISO 45001 certified, demonstrating our
commitment to employee well-being and safety, as evidenced
by the successful completion of surveillance audits. The
diversity and inclusion initiatives led to a growth in the women
workforce by 66.67% from FY 2023-24 and the Company
has increased average hours of training by 97% and total
training expenditure by 38.5% from FY 2023-24. Bharti
Airtel continues to drive social impact through educational
initiatives under the Bharti Airtel Foundation having reached
over 3.2 million children across 36,657 schools. Our work
with the Bharti Airtel Foundation to improve rural education
in India was featured in the GSMA’s SDG Impact Report.

The Company is part of the World Economic Forum’s
Alliance of CEO Climate Leaders of India, which is driving
progress in three key areas: decarbonising materials and
supply chains, advancing India’s hydrogen economy, and
developing sustainable models to protect old forests and
promote afforestation.

Bharti Airtel is a member of the Joint Alliance for CSR
(JAC)—a global initiative led by major telecom operators to
advance sustainability and corporate social responsibility
across the ICT supply chain. JAC promotes standardised
CSR audits, transparency, and improvements in human
rights, environmental impact, and ethical sourcing to improve
supply chain sustainability. The Company has initiated the
journey towards automation by adopting digital platforms
for prioritised datasets, both internal and for our value chain.

As an early adopter of GSMA’s ESG Metrics framework,
the Company has been benchmarked against global peers
in a study by GSMA Intelligence, which assesses telecom
performance across four key areas: environment, digital
inclusion, digital integrity, and responsible procurement.
Since the framework’s launch in 2023, our disclosures have
highlighted our commitment to sustainability leadership.

In parallel, through our continued engagement with the
United Nations Global Compact, our employees participated
in the global UN SDG Innovation Accelerator programme
alongside other Indian companies, with 268 companies
participating globally. Our innovative projects for driving SDG
goals featured in national and international reports.

Our ESG efforts received recognition from several esteemed
platforms during the year, as detailed in the ‘Awards and
Recognitions’ section of this Integrated Annual Report.

Corporate Social Responsibility

At Bharti Airtel, Corporate Social Responsibility is not
just a compliance - it is an integral part of our ethos and
a cornerstone of our long-term vision for sustainable and
inclusive growth. We are deeply committed to aligning our
social initiatives with our business objectives, recognising
that the prosperity and progress of the communities are
fundamental to the success of the Company. Since inception,
we have always embraced the responsibility of giving back to
the very society that enables our growth, integrating ethical
practices, inclusivity, and respect for all stakeholders into the
heart of our operations. As a responsible corporate citizen,
we actively engage in wide range of community development
and nation building initiatives, working collaboratively
with diverse stakeholders to foster a more equitable and
prosperous society. Our unwavering dedication to pursue
wider socio-economic and cultural objectives ensures that
we not only meet but consistently strive to exceed the
expectations of the communities in which we operate, driving
positive impact and shared prosperity.

Bharti Airtel has been a pioneer in driving impactful
CSR initiatives. Bharti Airtel Foundation (formerly, 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. As a key partner for undertaking development
programs for Bharti Airtel and its subsidiaries/ joint ventures,
Bharti Airtel Foundation acts as an institutionalised body
towards uplifting communities by supporting holistic
education programs, with an enhanced focus on digital
inclusion and fostering community development.

In terms of Section 135 of the Act, the Company made a
CSR contribution of C472.82 million during the FY 2024-25.
Additionally, the Company has also contributed C14 million to
various other charitable institutions.

In addition to the aforesaid voluntary CSR and other
charitable contributions by the Company, Indian subsidiaries
of the Company have contributed C1,905.49 million towards
various CSR activities under Section 135 of the Act.

The above CSR contributions reflect Company’s unwavering
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’ section of this Integrated
Annual Report.

CSR Committee is in place in terms of Section 135 of the
Act. 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 can be
accessed on Company’s website by
clicking here.

The Annual Report on Corporate Social Responsibility
Activities as per Section 135 of the Act, is annexed as
Annexure B of this Report.

Integrated Reporting

The Company remains steadfast in its ‘Integrated Reporting’
journey in the current fiscal year, reinforcing its commitment
to transparency, accountability, and responsible corporate
citizenship. Our 8th Integrated Annual Report is guided by the
principles of International Integrated Reporting Framework
under the aegis of IFRS Foundation, and demonstrate our
concerted efforts towards long-term sustainability and
value creation for all stakeholders. The Board reaffirms
its responsibility for ensuring the integrity, accuracy, and
comprehensiveness of this report, which articulates the
Company’s strategic priorities and the tangible outcomes
achieved through its integrated approach.

Business Responsibility & Sustainability Report

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Business Responsibility & Sustainability Report (‘BRSR’)
on initiatives taken from an environmental, social and
governance perspective in the prescribed format, along
with the assurance statement on BRSR Core issued by an
Independent third party firm namely DNV Business Assurance
India Private Limited, is available as a separate section of this
Integrated Annual Report and on the Company’s website viz.
https://www.airtel.in/about-bharti/equity/results/annual-
results
.

Corporate Governance

Driven by our Corporate Governance Philosophy based on
trust, transparency and integrity; deep & fair relationship with
stakeholders and ethical business practices & standards,
we believe that robust governance is the foundation of
sustainable and responsible growth. Accordingly, the
Company continues to follow the highest standards of
corporate governance across its business operations and
adheres to globally-recognised and progressive corporate
governance practices.

A detailed Report on Corporate Governance covering
highlights of such progressive governance practices, pursuant
to the requirements of Regulation 34 of the SEBI Listing
Regulations, forms part of this Integrated Annual 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 2024-25, as stipulated under the SEBI
Listing Regulations, is annexed as
Annexure C of this Report.

Management Discussion and Analysis Report

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

Risk Management

At the heart of our strategy lies a strong commitment to risk
management, deeply woven into our operating framework.
We believe that risk resilience is not just a safeguard but a
catalyst for sustainable growth and business continuity. To
that end, we’ve adopted a comprehensive, enterprise-wide
Risk Management Framework that provides a structured,
proactive approach to identifying, assessing, mitigating, and
monitoring key strategic risks across the organisation. This
includes a spectrum of risks including sectoral risk, privacy &
data security risk, cybersecurity risk, climate change risk etc.

The framework emphasises developing targeted response
plans for each critical risk, ensuring that they are effectively
managed through robust action plans. As the business
environment continues to evolve, the Company regularly
reviews and refines the adequacy and effectiveness of its
Risk Management Framework to stay ahead of potential
challenges and capitalise on new opportunities.

The Company has in place a separate Risk Management
Committee, chaired by an Independent Director, to,
inter-alia,
formulate, review and oversee the implementation of Risk
Management Framework, determination of Company’s risk
appetite and regularly monitor the risk assessments and risk
mitigation strategies (risk identification, risk quantification
and risk evaluation) etc. The composition, formal Charter of
the Committee and attendance at its meetings held during
the year, are provided in the Report on Corporate Governance.

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.

Detailed update on Risk Management Framework (including
Risk Governance; Risk Identification and prioritisation process;
key strategic risks and impact thereof; and mitigation actions
etc.) has been given under ‘Risk and mitigation framework’
section 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 put in place adequate systems of
internal financial control commensurate with the size, scale
and complexity of its operations. These systems provide
a reasonable assurance in respect of providing financial
and operational information, complying with applicable
statutes and policies, safeguarding of Company’s assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records etc.

Your Board periodically reviews the internal policies and
processes including internal financial control systems and

accordingly, the Directors’ Responsibility Statement contains
a confirmation as regards adequacy of the internal financial
controls. Effectiveness of the internal financial controls is also
assessed through management reviews, self-assessment,
continuous monitoring by functional heads as well as testing
of the internal financial control systems during the course of
internal and statutory audits.

In addition to the above, Deloitte Haskins & Sells LLP,
Chartered Accountants, Statutory Auditors, have done an
independent evaluation of Internal Controls over Financial
Reporting (‘ICoFR’) and expressed an unqualified opinion
stating that the Company has, in all material respects,
adequate ICoFR and such ICoFR were operating effectively
as on March 31, 2025.

Compliance Management

The Company has in place a well-defined and institutionalised
compliance framework to ensure rigorous and ongoing
adherence to the compliance of applicable laws and
regulations. As a part of this structured framework, the
Company has instituted a centralised online compliance
management system, based on a comprehensive and
dynamic inventory of applicable laws, which is reviewed and
updated on a periodic basis to reflect the changes in legal
and regulatory landscape.

The online compliance management system is driven by a
robust standard operating procedure providing guidance
on broad categories of applicable laws and detailed process
for monitoring compliances. The system enables proactive
automated alerts to compliance owners and compliance
approvers, for each compliance requirement at defined
intervals. The compliance owners certify the compliance
status which is reviewed by compliance approvers and a
consolidated compliance dashboard is presented to the
Senior Management.

To further strengthen governance, a quarterly certificate of
compliance, including any corrective actions or mitigation
plans, is presented to the Audit Committee and the Board
of Directors for their review and oversight. In addition to this,
the Company leverages a centralised Notice Management
System which is an automated tool designed to efficiently
manage, track, and ensure timely resolution of statutory and
regulatory notices received across all locations.

This technology-enabled, process-driven approach reflects
Company’s commitment to fostering a culture of accountability,
transparency, and continuous compliance excellence.

Other Statutory Disclosures

Vigil Mechanism

The Company has adopted a Vigil Mechanism/ Whistle
Blower Policy forming part of Code of Conduct of the
Company, which covers all stakeholders of the Company.
The said policy defines the framework and procedure for
stakeholders to voice genuine concerns about unethical
conduct that may be an actual or threatened breach with
the Company’s Code of Conduct. The policy aims to ensure
that genuine complainants are able to raise their concerns in

full confidence, without any fear of retaliation or victimisation
and also allows for anonymous reporting of complaints. The
Code of Conduct covering Vigil Mechanism/ Whistle Blower
Policy, is available on the Company’s website which can be
accessed by
clicking here.

The Audit Committee of the Company is responsible for
reviewing and monitoring the whistle blower mechanism.
The Audit Committee also reviews report on whistle blower
complaints on a quarterly basis.

Prevention of Sexual Harassment at Workplace

In compliance with Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (‘POSH Act’), the Company has adopted a detailed
policy and constituted Internal Complaint Committees for
providing redressal mechanism pertaining to any reported
event of sexual harassment of employees at workplace.
The Company’s policy on prevention of sexual harassment
(POSH Policy) is available on its website which can be
accessed by
clicking here.

Further, details regarding the policy, including the details of
the complaints received and disposed-off during the year,
are provided in the Report on Corporate Governance and
Business Responsibility & Sustainability Report, which form
part of this 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 March 31, 2025
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.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and SEBI
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. Particulars of investments, loans and
guarantees form part of Note nos. 7, 9 and 22, respectively
to the standalone financial statements provided in this
Integrated Annual Report. The Company is in the business
of providing telecommunication services which is covered
under the definition of ‘infrastructure facilities’ in terms of
Section 186 read with Schedule VI of the Act.

Deposits

During the financial year, the Company did not accept any
deposits, including from public under Chapter V of the Act.
Further, no amount of principal or interest was outstanding
as on the balance sheet closure date.

Related Party Transactions

The Company has put in place a comprehensive and well-
defined governance framework for overseeing related party
transactions (‘RPTs’). The framework reflects the Company’s

commitment to transparency, fairness, and safeguarding
stakeholder interests. All RPTs are subject to an in-depth
review and pre-certification by leading independent global
valuation/ accounting firms to ensure that the proposed
terms of RPTs strictly adhere to arm’s length principles and
are consistent with best market practices.

The Audit Committee plays a pivotal role in the RPT
governance process. It relies on the certifications and
detailed analysis provided by the independent valuation and
accounting firms and conducts an in-depth evaluation of the
proposed transaction terms before granting its approval.
The representatives of valuation/ accounting firm(s)
are available to address the queries of Audit Committee
members, reinforcing the objectivity and independence of
the review process.

In addition to prior approval and review of each RPT and/
or subsequent modification thereof, the Audit Committee
undertakes a quarterly review of actual RPTs to ensure they
remain in compliance with internal policies and regulatory
requirements. This proactive and disciplined approach
underlines Company’s commitment to sound governance, risk
management, and protection of long-term shareholder value.

The Company has in place a detailed ‘Policy on Related Party
Transactions’ (RPT Policy’) which,
inter-alia, covers regulatory
framework around RPTs, robust RPT governance process
etc. The RPT Policy also mandates that any member of the
Audit Committee/ Board Member having a potential interest
in the proposed RPT, will recuse himself and abstain from
discussion and voting on the proposal for approval of the said
transaction. The RPT policy is available on the Company’s
website and can be accessed by
clicking here.

During the FY 2024-25, the Company had entered into
material related party transaction with Indus Towers Limited,
subsidiary company as per Section 188 of the Act and rules
made thereunder. 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, on arm’s length terms
and were not in any way prejudicial to the interest of its
minority shareholders. 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 three years.

In compliance with the requirement of SEBI Listing Regulations,
names of related parties and details of transactions with them
have been included in Note nos. 34 and 35 to the standalone
and consolidated financial statements, respectively, forming
part of this Integrated Annual Report.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings & Outgo

A detailed note on energy conservation, technology
absorption and foreign exchange earnings & 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 under
section 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 per 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 form 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/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 ensuing 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.

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, 2025.

Significant and Material Orders

During the FY 2024-25, 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 applications made or proceedings pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 as amended, before the National Company Law
Tribunal or other Courts as on March 31, 2025.

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’ 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 etc. are provided under
various Capitals and Business Responsibility & Sustainability
Report, form part of this Integrated Annual Report. The
Environment, Health and Safety Policy and Human Rights
Policy, are available on the Company’s website at
https://
www.airtel.in/sustainabilitv-file/embedding-sustainabilitv.

Compliance of Secretarial Standards

During FY 2024-25, 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 in terms of the provisions of Section 118 of the Act.

Acknowledgements

The Board wishes to place on record their appreciation to
the Department of Telecommunications (‘DoT’), the Central
Government and State Governments in India, Governments
of Bangladesh and Sri Lanka and 14 countries in Africa,
Company’s bankers and business associates, for their
assistance, cooperation 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 Limited 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 13, 2025 Chairman

Place: New Delhi DIN: 00042491


 
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