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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.) 1171060.36 Cr. P/BV 7.86 Book Value (Rs.) 244.61
52 Week High/Low (Rs.) 2175/1741 FV/ML 5/1 P/E(X) 43.87
Bookclosure 24/07/2026 EPS (Rs.) 43.81 Div Yield (%) 1.25
Year End :2026-03 

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 2025-26. Key highlights of the financial
statements for FY 2025-26 and FY 2024-25, are as follows:

Standalone

Consolidated

Particulars

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

J Mn.

USD Mn.*

J Mn.

USD Mn.#

J Mn.

USD Mn.*

J Mn.

USD Mn.#

Gross revenue

1,214,927

13,749

1,089,439

12,899

2,109,728

23,875

1,729,852

20,482

EBITDA before exceptional
items

711,948

8,057

615,267

7,285

1,212,676

13,724

942,489

11,159

Cash profit from operations

572,084

6,474

472,479

5,594

999,818

11,315

736,703

8,723

Profit/ (Loss) before tax

194,455

2,201

178,644

2,115

451,727

5,112

383,985

4,546

Net Income/ (Loss)A

137,445

1,555

235,018

2,783

266,952

3,021

335,561

3,973

* 1 USD = H88.36 exchange rate as on March 31,2026.

# 1 USD = H84.46 exchange rate as on March 31,2025.

A Consolidated numbers are net-off NCI share.

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 ('Board') is pleased to present the
31st 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, 2026.

Company Overview

Bharti Airtel is a global communications solutions provider
with nearly 666 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 is ranked second amongst mobile operators
globally and its networks cover over two billion people.
Bharti Airtel is India's largest integrated communications
solutions provider and the second largest mobile
operator in Africa.

The Company's retail portfolio includes high-speed 4G/5G
mobile, Wi-Fi (FTTH FWA) that promises speeds up to

Reserves

During the year, the Company has not transferred any
amount to General Reserve. As on March 31, 2026, the
Reserves and Surplus comprising General Reserve,
Retained Earnings, Securities Premium Account, Share-
Based Payment Reserve and Capital Reserve stood at
H 1,251,779 million.

Share Capital

The authorised share capital of the Company as on March
31, 2026, was
H 148,730,500,000 divided into 29,746,080,000
equity shares of
H 5 each and 1,000 preference
shares of
H 100 each.

1 Gbps with convergence across linear and on-demand
entertainment, video streaming services, digital payments
and financial services. For enterprise customers, Bharti Airtel
offers a gamut of solutions that includes secure connectivity,
cloud and data center services, cyber security, loT and cloud-
based communication.

Bharti Airtel's digital arm, Xtelify, empowers telcos
globally to leverage the power of AI, data and technology
to accelerate their digital transformation and drive
growth. Xtelify also offers Airtel Cloud in India enabling
enterprises with a sovereign, telco-grade cloud platform
that guarantees secure migration, effortless scaling, lower
costs and no vendor lock-ins. Within its diversified portfolio,
Airtel also offers passive infrastructure services through its
subsidiary, Indus Tower Limited.

To read more about Company's business segments, please
refer to 'Airtel at a Glance' section on page 06 of this
Integrated Annual Report.

Further, the paid-up equity share capital of the Company
as on March 31, 2026, was
H 30,467,799,900 divided into
6,093,282,313 fully paid-up equity shares of
H 5 each and
1,110,668 partly paid-up equity shares of
H 5 each (paid-up
value of
H 1.25 per share).

Dividend

In compliance with provisions of Regulation 43A of the
SEBI Listing Regulations, the Company has in place the
Dividend Distribution Policy ('Dividend Policy'), which sets
out the parameters and circumstances to be considered
by the Board in determining the amount of distribution of
dividend to its shareholders and/ or the utilisation of the

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

Subject to approval of members at the ensuing Annual
General Meeting ('AGM'), the Board has recommended a
final dividend for FY 2025-26 of
H 24 (i.e. 480%) per fully
paid-up equity share of face value of
H 5 each and a pro¬
rata final dividend of
H 6 per partly paid-up equity share
of face value of
H 5 each (paid-up value of H 1.25 each), on
which call money remains unpaid. The proposed dividend
payout based on the outstanding number of shares as on
the date of this report, will be approx.
H 146,245.44 million.

The record date for the purpose of payment of final dividend
for the FY 2025-26, will be Friday, July 24, 2026.

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.

For further details related to TDS on dividend, please refer
to the Notes to Notice of the AGM.

Subsidiary, Associate and Joint Venture
Companies

As on March 31, 2026, your Company has 147 subsidiaries
and 20 associate and joint venture entities.

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

(a) Airtel Money Limited and Nxtra Vizag Limited were
incorporated as subsidiary companies on July 08,
2025 and November 28, 2025, respectively.

(b) Indus Towers FZE, Indus Towers Investment FZE, Indus
Towers Management FZE, Indus Towers Ventures
FZE, Indus Infra Uganda Limited, Indus Towers
Infra Zambia Limited and Indus Towers Nigeria
Limited, became subsidiary companies during the
financial year 2025-26.

(c) AMPIN Energy C&I Sixteen Private Limited and AMP
Energy C&I Thirty Private Limited, became associate
companies during the financial year 2025-26.

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 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 and can be
accessed by
clicking here.

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 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, 2026, the Board comprised twelve
(12) directors, including a Chairman, an Executive Vice
Chairman, a Managing Director & CEO (Airtel India),
three (3) Non-executive Non-independent Directors and
six (6) Independent Directors including two (2) Woman
Independent Directors. The appointment/ re-appointment
of all the Board members of the Company is subject to
periodic approval of the shareholders. The Company does
not have any permanent Board seat.

Details of changes in the Board and Key Managerial
Personnel during FY 2025-26 and till the date of this
report are as under:

i. Leadership succession

The Company continues to uphold the highest
standards of corporate governance with a strong
focus on leadership development and succession
planning to ensure continuity, stability and long-term
value creation.

As reported in the previous year, the Board had
approved a structured leadership succession plan
in October 2024, under which Mr. Gopal Vittal was
appointed as Vice Chairman in addition to being the
Managing Director of the Company and Mr. Shashwat
Sharma was appointed as CEO Designate to prepare
for his role as Managing Director & CEO (Airtel India).

During the year under review, the HR & Nomination
Committee and the Board closely monitored
the transition process and noted its successful
implementation. Accordingly, based on the
recommendations of the HR & Nomination Committee,
the Board, at its meeting held on December 18, 2025,
approved the appointment of Mr. Gopal Vittal as
Executive Vice Chairman (in the category of Whole¬
time Director) and Mr. Shashwat Sharma as Managing
Director & CEO (Airtel India) for a period of five years
with effect from January 1, 2026, subject to the
approval of the shareholders. The said appointments,
together with the related remuneration proposals,
were approved by the shareholders through Postal
Ballot on February 1, 2026.

In addition to the above, Mr. Soumen Ray [earlier, Chief
Financial Officer (India & South Asia)] was appointed
as Group Chief Financial Officer, Mr. Akhil Garg (earlier,
Financial Controller) was appointed as Chief Financial
Officer (Airtel India) and Mr. Rohit Krishan Puri (earlier,
Joint Company Secretary & Compliance Officer)
was appointed as Company Secretary & Compliance
Officer of the Company, with effect from January 1,
2026. Further, Mr. Shashwat Sharma, Mr. Akhil Garg
(w.e.f. January 1, 2026) and Mr. Rohit Krishan Puri are
Key Managerial Personnel under Section 203 of the
Act, in place of Mr. Gopal Vittal, Mr. Soumen Ray and
Mr. Pankaj Tewari, respectively.

ii. Other appointments/ re-appointments on the
Board

The Board, upon recommendation of the HR &
Nomination Committee, appointed Mr. Dinesh Kumar
Khara as an Independent Director for a term of five
consecutive years effective November 3, 2025 upto
November 2, 2030. The appointment of Mr. Dinesh
Kumar Khara was approved by the shareholders
through Postal Ballot on February 1, 2026.

Further, Ms. Tan Yong Choo was appointed as an
alternate director to Ms. Chua Sock Koong, Non¬
executive Director for the purpose of attending the
Board Meeting of the Company held on November 3,
2025 and had ceased to be an alternate director with
the conclusion of the aforesaid Board Meeting.

In addition to the above, Ms. Nisaba Godrej will be
completing her present term as an Independent
Director of the Company on August 3, 2026. 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. August 4, 2026 upto August
3, 2031. Ms. Godrej fulfils the conditions specified
under the Act and the SEBI Listing Regulations and
is independent of the management. Accordingly,
the Board recommends her re-appointment, for the
approval of the members.

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

Pursuant to the applicable provisions of the Act,
Mr. Gopal Vittal, Executive Vice Chairman and Mr. Tao
Yih Arthur Lang, Non-executive Director, will retire by
rotation at the ensuing AGM and being eligible, have
offered themselves for re-appointment. The Board, on
the recommendation of HR & Nomination Committee,
recommended their re-appointment for approval of
the members, at the ensuing AGM.

In the opinion of the Board, all the Directors, including
the Independent Directors, possess the requisite
qualifications, experience, expertise, proficiency and hold
high standards of integrity.

Relevant details with respect to experience, attributes,
skills, directorships held in other companies and
committee memberships etc. of the Directors proposed
to be re-appointed at the ensuing AGM, 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 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.

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. They have also 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 Bharti Airtel, diversity and inclusion are recognised as
important enablers of effective governance and sustainable

value creation. The Board believes that diversity of gender,
age, ethnicity, geography, expertise, knowledge, skills and
perspectives enriches discussions, enhances decision¬
making and strengthens the Company's ability to address
evolving opportunities and challenges. The Company
remains committed to fostering diversity and inclusion
at the highest levels of leadership and governance. Our
Board comprises eminent, high-performing and diverse
individuals with 25% Woman Directors and a broad mix of
global and industry experiences.

Pursuant to the provisions of Section 178 of the Act and
the SEBI Listing Regulations, the Company has in place a
Board-approved 'Policy on Nomination, Remuneration and
Board Diversity' ('Policy'), which sets out the framework
for appointment, remuneration and succession planning
of Directors, Key Managerial Personnel ('KMPs'), Senior
Management Personnel and other covered employees.
The Policy also lays down the criteria for determining
qualifications, positive attributes, independence and
diversity of Directors.

In line with the Company's long-term value creation
objectives, the total remuneration of the Executive Vice
Chairman, the Managing Director & CEO (Airtel India)
and relevant members of Senior Management is linked to
sustainability targets and long-term performance of the
Company. Further, the deferred/ variable remuneration
(including Long Term incentive) of KMPs and members of
Senior Management including the Executive Vice Chairman
and the Managing Director & CEO (Airtel India), is subject to
malus/ clawback arrangements.

The latest version of the Policy can be accessed on the
Company's website by
clicking here.

Board Evaluation

The Board, in consultation with the HR & Nomination
Committee, has established a well-defined framework
for the annual evaluation of its own performance, as well
as that of its Committees and individual Directors. The
evaluation framework comprises a structured process,
comprehensive set of evaluation criteria/ questionnaires
and is periodically reviewed to ensure continued alignment
with the Board's priorities, regulatory expectations and
global best practices. To enhance the objectivity and
effectiveness of the evaluation process, the Company
engages a leading independent consulting firm to facilitate
the evaluation exercise.

A detailed disclosure on the performance evaluation
framework, including the evaluation approach, process,
criteria, key outcomes and actions taken pursuant
to the previous year's evaluation, is provided in the
Report on Corporate Governance forming part of this
Integrated Annual Report.

Familiarisation Program for Board members

The Company has adopted a comprehensive familiarisation
framework for its directors, comprising a structured
induction program at the time of joining as well as ongoing

familiarisation initiatives throughout their tenure. The
program enables directors to gain an understanding of the
Company's business, operations, products and services,
governance framework, culture, strategic priorities and the
industry in which it operates. Directors also gain first-hand
insights into the Company's business through interactions
with customers and other stakeholders, as well as visits to
Airtel outlets and operational facilities, wherever relevant.

In addition to the induction program, the Company
periodically presents updates at the Board and Committee
meetings to familiarise the directors with Company's
strategy, business performance, digital ecosystem, product
offerings, finance, risk management framework, human
resources and other key matters.

A detailed note on the familiarisation program 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
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 etc. 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/ considered by the Board.

The Board met five times during FY 2025-26. 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 the year and attendance
of the directors thereat etc., is provided in the Report
on Corporate Governance which forms part of this
Integrated Annual Report.

Other significant developments during the
period from April 1, 2025 upto the date of
this report

First and Final Call on partly paid-up equity shares

During the year, the Board of the Company, approved the
First and Final Call of
H 401.25 per partly paid-up equity
share (comprising
H 3.75 towards face value and H 397.50
towards securities premium) in respect of 392,287,662
partly paid-up equity shares. The First and Final Call was
payable between March 2, 2026 and March 16, 2026 (both
days inclusive). Pursuant thereto, the Company received an

aggregate amount of H 15,695.98 Crore towards the First
and Final Call on 391,176,994 partly paid-up equity shares.
Accordingly, such 391,176,994 shares were converted into
fully paid-up equity shares of face value of
H 5 each on
March 18, 2026.

Out of the total call money proceeds, H 14,159.61 Crore was
utilized by the Company towards the objects as stated in
the Rights Issue Letter of Offer as at March 31, 2026.

In respect of the balance 1,110,668 partly paid-up equity
shares on which First and Final Call remains unpaid, the
Company shall issue reminder notice(s) in due course,
in accordance with the applicable laws and subject to
necessary approvals of the Board/ Committee thereof.

Preferential Issue of equity shares against swap of
shares of Airtel Africa pic

Subsequent to the financial year, the Board of the Company
approved a composite transaction comprising issuance
and allotment of upto 146,761,335 fully paid-up equity
shares of the Company to Indian Continent Investment
Limited ('ICIL'), a promoter group entity of the Company,
on a preferential basis ('Preferential Issue'), against swap of
upto 16.31% shareholding i.e. upto 595,204,251 equity shares
of USD 0.50 (Fifty cents) each fully paid-up held by ICIL, in
Airtel Africa plc ('Airtel Africa'), an overseas listed subsidiary
of the Company, in compliance with the applicable
provisions of the Act, SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, Foreign Exchange
Management Act, 1999 and other relevant statutory and
regulatory requirements. The composite transaction is
subject to the approval of the members of the Company
and other regulatory approvals, as may be required.

The Board believes that the arrangement will enhance
alignment between Bharti Airtel and Airtel Africa, provide
greater flexibility in capital allocation and cash flow
management across the Group and further reinforce the
Company's long-term commitment to the African market.
The arrangement will also enable shareholders of Bharti
Airtel to participate more directly in the future growth,
value creation and strategic opportunities arising from
Airtel Africa's operations, while supporting a simplified and
efficient group structure. Upon completion, Bharti Airtel's
effective stake in Airtel Africa will increase to upto ~79%,
thereby strengthening the Company's economic interest in
one of its key growth platforms.

Amendment to the Memorandum of Association and
Articles of Association

During the year, the Board approved amendments to
the Articles of Association ('AoA') of the Company to,
inter alia, align certain provisions with the shareholders’
arrangement between Bharti Telecom Limited (Promoter)
and Pastel Limited (Promoter Group company), streamline
governance-related provisions and incorporate other
consequential and enabling changes in line with the
evolving legal, regulatory and business requirements
of the Company.

Further, the Board also approved amendment to the Object
Clause of the Memorandum of Association ('MoA') of the
Company to align the Company’s objects with the evolving
regulatory framework under the Telecommunications Act,
2023 and to broaden the scope of its telecommunications,
digital infrastructure and technology-related
activities, including emerging and next-generation
communication services.

The members of the Company through special resolution
passed by way of Postal Ballot on February 1, 2026,
approved the aforesaid amendments to the AoA and
MoA of the Company. The latest copies of MoA and AoA
are available on the Company's website at
https://www.
airtel.in/about-bharti/equitv/corporate-governance/
memorandum-and-articles.

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. The point-wise responses
of the Company, are as under:

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, 2026. 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.

Planned transition of Statutory Auditors: The current term
of Deloitte as Statutory Auditors, is due to conclude at the
32nd Annual General Meeting to be held in the calendar year
2027, upon completion of the maximum permissible tenure
under the applicable provisions of the Act. In order to ensure
a smooth and orderly transition of the Statutory Auditors,
the Audit Committee undertook a comprehensive and
transparent selection process for identifying the successor
audit firm during the year. Based on the recommendation
of the Audit Committee and after considering, inter alia,
the firm's credentials, industry experience, audit quality
framework, independence and capability to serve a
company of Bharti Airtel's scale and complexity, the Board,
on the recommendation of Audit Committee, approved the
appointment of S.R. Batliboi & Associates LLP, Chartered
Accountants, as the Statutory Auditors of the Company
with effect from the conclusion of the 32nd Annual General
Meeting, subject to the approval of the shareholders.

Internal Auditors and Internal Assurance Partners

Bharti Airtel operates within a robust control environment,
underpinned by well-defined policies & processes and
a rigorous compliance framework which ensure ethical,
efficient and transparent conduct of business. This
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') led by the Chief Internal Auditor and ably

supported by reputed independent professional firms,
namely Ernst & Young LLP, Chartered Accountants and ANB
& Co., Chartered Accountants as the Internal Assurance
Partners. The combination of experienced in-house
assurance function 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 2026-27.

Secretarial Auditors

Makarand M. Joshi & Co ('MMJC'), Company Secretaries
(Firm registration no. P2009MH007000) were appointed
as the Secretarial Auditors of the Company at the 30th
Annual General Meeting of the Company held on August 8,
2025 for a term of five (5) consecutive years commencing
from FY 2025-26.

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

Further, MMJC has submitted the Secretarial Audit Report
for FY 2025-26, 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.

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, 2026. The Cost Auditors will submit
their report for FY 2025-26 within the timeframe prescribed
under the Act.

Cost Audit report for the FY 2024-25 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 also re-appointed SGA, as Cost Auditors of the
Company for FY 2026-27 upon confirmation of SGA with
respect to their eligibility, independence, willingness etc.
for the said re-appointment.

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, 2026, 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 upgraded the rating from AA (Positive) to AAA
(Stable) on the long-term facilities. Further, the short¬
term rating is maintained at 'CRISIL A1 '.

b) CARE maintained the rating at '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 upgraded the rating from 'Baa3 (Positive)' to
'Baa2 (Stable)'.

f) S&P upgraded the rating from 'BBB-' to 'BBB' while
maintaining the outlook as 'Positive'.

Transfer of unclaimed dividend and shares
to Investor Education and Protection Fund

In compliance with the applicable provisions of the Act
and rules made thereunder, the Company had transferred
the unclaimed dividend of H 2.58 Mn (final dividend for FY
2017-18 and interim dividend for FY 2018-19) and 21,731 fully-
paid equity shares to Investor Education and Protection
Fund ('IEPF') during FY 2025-26.

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 Company's governance philosophy and
commitment to aligning executive compensation with
long-term value creation, ESOPs grants to the Executive
Vice Chairman, Managing Director & CEO (Airtel India)
and other members of the Airtel Management Board, have
100% performance-based vesting criteria, against the
Long-Term Incentive Scorecard determined on various
parameters including Revenue Market Share Growth,
EBIT Margin, Operating Free Cash Flow, Relative Total
Shareholder Return against peer group of companies, or
such other metrics/ vesting criteria as approved by HR &
Nomination Committee from time to time.

The Schemes comply with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('ESOP
Regulations') and there were no changes in the Schemes
during the year under review. The certificate from
Makarand M. Joshi & Co, Company Secretaries, Secretarial
Auditors, 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,
2026, 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/aboutbharti/equity/
shares/stock-exchange-submissions.

Sustainability Journey

The Board remains 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 has constituted a Board ESG Committee,
which 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.

The Company is focused on creating meaningful
impact by enhancing connectivity, reducing the 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 connecting the entire nation
digitally. As of now, the Company's network covers 96.5%
of the population in 7,918 Census towns as well as 816,832
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 Program, the Company has made rapid
strides in expanding high-quality, affordable connectivity
to underserved regions through the deployment of over
77,500 rural sites across 173,000 villages over five 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 the operations
and 42% across 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 41,759
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 is a member
of 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. As of today, 52% of the electricity used in the
data centers now comes from renewable sources.

Bharti Airtel is an ISO 45001 certified Company,
demonstrating its commitment to employee well-being
and safety, as evident by the successful completion of
surveillance audits on health and workplace safety. The
diversity and inclusion initiatives led to a growth in the
women workforce to 20.4% in FY 2025-26. The Company
has increased average hours of employee training from 29
to 43 showing an increase by 48% from the previous year.

Bharti Airtel continues to drive social impact through
educational initiatives under the Bharti Airtel Foundation.
Since inception, the Foundation has impacted 3.7 million

children and over seven million individuals, reflecting the
Company's sustained commitment to nation-building
through human capital development. Additionally, this
year, on world water day, the Company participated in a
large-scale coastal clean-up drive which was conducted
at Ashtalakshmi Beach, bringing together 150 participants,
including employees, partners and their families. The
initiative focused on mitigating marine pollution, enhancing
coastal ecosystem health and fostering community
awareness around responsible waste management.

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.

Bharti Airtel is one of the early adopter of GSMA's ESG Metrics
framework. The Company is benchmarked annually against
global peers in a study conducted by GSMA Intelligence,
which assesses performance of telecom companies across
four key areas: environment, digital inclusion, digital integrity
and responsible procurement. Since the framework's launch
in 2023, the Company's disclosures have highlighted its
commitment to sustainability leadership.

The Company's 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 ('CSR') is
deeply embedded in our purpose of enriching lives and
accelerating inclusive growth. We believe that the long¬
term success of our business is intrinsically linked to the
progress and well-being of the communities we serve.
Accordingly, we remain committed to creating sustainable
social impact through focused interventions that advance
education, digital inclusion, skill development and
community empowerment, while contributing to broader
nation-building objectives.

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
H 1,763.17 Mn. during the financial year
2025-26. Additionally, the Company has also contributed
H18.02 Mn. 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
H 2,002.62
Mn. towards various CSR activities under Section 135 of the
Act, during the year.

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.

The CSR Committee of the Board provides strategic
oversight to the Company's CSR agenda and monitors the
implementation and effectiveness of its programs. The
details of the CSR Committee, including its composition
and terms of reference, are provided in the Report on
Corporate Governance forming part of this Integrated
Annual Report. The CSR Policy of the Company, setting
out its guiding principles and areas of intervention, 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 ensuring commitment to transparency, accountability
and responsible corporate citizenship. Our 9th Integrated
Annual Report is guided by the principles of International
Integrated Reporting Framework under the aegis of IFRS
Foundation and demonstrates how we continue to create
sustainable value for all stakeholders through an integrated
approach to strategy, governance, performance and
sustainability.

The Board believes that long-term value creation is
intrinsically linked to responsible stewardship and
sustainable growth. Accordingly, this Report presents a
comprehensive update on Company's strategic priorities,
performance, opportunities, risks and outcomes, while
reaffirming the Board's commitment to maintaining the
highest standards of governance and disclosure.

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 Makarand M. Joshi & Co, Company
Secretaries, the Secretarial Auditors of the Company,
confirming compliance of conditions of Corporate
Governance during FY 2025-26, 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 core of our strategy is a strong commitment to risk
management, which is deeply embedded in our operating
framework. We consider risk resilience not merely as a
safeguard but as a key enabler of long-term, sustainable
growth and business continuity. Accordingly, we have
implemented a comprehensive, enterprise-wide Risk
Management Framework which enables a structured and
proactive approach to the identification, assessment,
mitigation and monitoring of key strategic risks across the
organisation. These include, among others, sectoral risks,
data privacy and security risks, cybersecurity risks and
climate-related risks.

The framework emphasises the development of tailored
response plans for each critical risk area, supported
by robust mitigation actions to ensure effective
management. As the business environment continues
to evolve, the Company regularly reviews and enhances
the adequacy and effectiveness of its Risk Management
Framework to address emerging challenges and leverage
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.

The 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. Ther effectiveness of 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 controls were operating
effectively as on March 31, 2026.

Compliance Management

The Company has in place a robust and institutionalised
compliance management framework to ensure rigorous and
ongoing adherence to the 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 inventory of applicable
laws, which is reviewed and updated on a regular basis to
reflect the changes in legal and regulatory landscape.

The 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.

As an integral part of the governance framework, a
quarterly compliance certificate, together with details of
any significant non-compliances and corrective actions,
is placed before the Audit Committee and the Board
for review and oversight. The Company also leverages a
centralised Notice Management System to monitor, track
and facilitate timely resolution of statutory and regulatory
notices received across its operations.

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 their genuine concerns about
unethical conduct that may be 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 POSH 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.

Maternity Benefits

During the year under review, the Company has complied
with the provisions of the Maternity Benefit Act, 1961 read
with the relevant provisions of the Code on Social Security,
2020, to the extent notified.

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, 2026
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. In terms of the
applicable laws, the 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 in-depth 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 unwavering 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 2025-26, 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 Section 134(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. The Integrated Annual Report is being sent to the
shareholders, excluding the aforementioned information.
The information will 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, 2026.

Significant and Material Orders

During the FY 2025-26, 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, 2026.

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

Save and except the events/ matters disclosed in other
sections of this report, there were no other 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) in 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; and

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/sustainability-
file/embedding-sustainability.

Compliance of Secretarial Standards

During FY 2025-26, 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 places on record its sincere appreciation to the
Department of Telecommunications, the Central and State
Governments in India, the governments and regulatory
authorities across Airtel Africa's footprint, the Company's
bankers, business partners and other stakeholders for their
continued support, cooperation and guidance.

The Board also expresses its heartfelt gratitude to the
Company's employees for their unwavering commitment,
dedication and contribution towards delivering strong
operational and business performance. The Board
acknowledges with appreciation the continued trust
and support of the Company's customers, shareholders,

including Bharti Telecom Limited and Singapore
Telecommunications Limited and all other stakeholders who
have contributed to the Company's growth and success.

The Board looks forward to their continued support as the
Company pursues its vision of creating sustainable value
for all stakeholders.

For and on behalf of the Board
Sunil Bharti Mittal

Date: May 13, 2026 Chairman

Place: Gurugram DIN: 00042491


 
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