About Bharti Airtel Ltd

Bharti Airtel Limited is a leading global telecommunications company with operations in 17 countries across Asia and Africa. Headquartered in New Delhi, India, Bharti Airtel ranks amongst the top 3 mobile service providers globally in terms of subscribers. The company offers an integrated suite of telecom solutions to its enterprise customers, in addition to providing long distance connectivity both nationally and internationally. The Company also offers Digital TV and IPTV Services. All these services are rendered under a unified brand 'Airtel' either directly or through subsidiary companies. The company operates in four strategic business units, namely Mobile, Telemedia, Enterprise and Digital TV. The mobile business offers services in India, Sri Lanka and Bangladesh. The Telemedia business provides broadband, IPTV and telephone services in 95 Indian cities. The Digital TV business provides Direct-to-Home TV services across India. The Enterprise business provides end-to-end telecom solutions to corporate customers and national and international long distance services to telcos. The company also deploys, owns and manages passive infrastructure pertaining to telecom operations under their subsidiary Bharti Infratel Ltd. Bharti Infratel Ltd own 42% of Indus Towers Ltd. Bharti Infratel Ltd and Indus Towers Ltd are the largest passive infrastructure service providers for telecom services in India. Bharti Airtel Ltd was incorporated in the year 1995 with the name Bharti Tele-Ventures Ltd. The company was promoted by Bharti Telecom Ltd, a company incorporated under the laws of India. The name of the company was changed from Bharti Tele-Ventures to Bharti Airtel Ltd with effect from April 24, 2006 in order to reflect their brand essence, objective and the nature of their business activities. During the year 1995-96, the company launched mobile services under the brand name 'Airtel' for the first time in Delhi and Himachal Pradesh. During the year 1997-98, the company became the first private telecom operator to obtain a license to provide basic telephone services in the state of Madhya Pradesh. They incorporated Bharti BT VSAT Ltd and Bharti BT Internet Ltd during the year. During the year 1999-2000, the company acquired JT Mobiles for providing cellular services operator in Punjab, Karnataka and Andhra Pradesh. Also, they acquired Skycell, Chennai and thus, they expanded their South Indian footprint. During the year 2001-02, they launched IndiaOne, India's first private sector national and international long distance service. They acquired licenses for eight new circles across India. In July 2001, the company acquired 100% equity interest in Bharti Mobitel Ltd (erstwhile Spice Cell Ltd), which provided mobile services in the Kolkata circle. During the year 2002-03, the company launched cellular mobile services in the circle of Mumbai, Maharashtra, Tamil Nadu, Kerala, Madhya Pradesh, Uttar Pradesh (West), Haryana and Gujarat, fixed line services in the circles of Tamil Nadu and Karnataka and International Long Distance Services. They also commenced commercial operations for their submarine cable landing station. During the year 2003-04, the company obtained the new licenses for providing the Unified Access Services, which include telecom circles of West Bengal (including Andaman & Nicobar and Sikkim), Bihar (including Jharkhand), Orissa, Jammu & Kashmir and UP (East). They also acquired interest in the telecom circles of Rajasthan and North Eastern States, through the acquisition of 67.5% equity stake in Bharti Hexacom Ltd. During the year 2004-05, Bharti Cellular Ltd and Bharti Infotel Ltd, subsidiaries of the company, merged with the company with effect from April 1, 2004. Prior to merger of Bharti Cellular Ltd with the company, Bharti Mobile Ltd operated in circles of Karnataka, Andhra Pradesh and Punjab merged with Bharti Cellular Ltd. The company acquired an additional stake of 1% from Fouad M T Al Ghanim Trading & Cont Co Kuwait one of the shareholder of Bharti Hexacom Ltd. During the year, the company and Videsh Sanchar Nigam Ltd entered into an agreement to share the company's national long distance network for a period of 15 years for a consideration of Rs 5,000 million. They entered into a regional mobile services agreement with six other leading mobile operators, namely Globe Telecom, Philippines; Maxis, Malaysia; Optus, Australia; SingTel, Singapore; Taiwan Cellular Corporations, Taiwan and Talkomsel, Indonesia and formed a regional alliance, namely Bridge Alliance. In April 2005, the company through their erstwhile 100% subsidiary Bharti Infotel Ltd, which was merged with the company acquired 100% equity stake in Bharti Broadband Ltd (formerly known as Comsat Max Ltd) by acquiring their holding company Satcom Broadband Equipment Ltd (formerly known as CMax Infocom Ltd). Also, Satcom Broadband Equipment Ltd and Bharti Broadband Ltd were amalgamated with the company with effect from October 1, 2005. During the year 2005-06, the company signed a managed capacity expansion contract with Ericsson for providing managed services and expands their GSM /GPRS network into rural India in 15 circles. Also, they entered into an agreement with Nokia to expand their managed GSM/ GPRS/ EDGE networks in eight circles. The company and IBM launched Managed Services under their joint go-to-market program. During the year, Vodafone acquired 10% economic interest in the company by way of subscription of convertible debentures in Bharti Enterprises Ltd. Also, the company entered into strategic partnership outsourcing agreements for their customer care call center operations with four international BPOs - Hinduja TMT (HTMT), IBM Daksh, Mphasis and TeleTech Services. During the year 2006-07, the company incorporated seven wholly owned subsidiaries namely Bharti Airtel (USA) Ltd, Bharti Airtel (UK) Ltd, Bharti Airtel (Hong Kong) Ltd and Bharti Airtel (Canada) Ltd, Bharti Infratel Ltd, Bharti Telemedia Ltd and Bharti Airtel Lanka (Pvt) Ltd. They received letter of offer from Telecommunications Regulatory Commission of Sri Lanka for providing 2G and 3G mobile services in Sri Lanka. During the year, the company entered into agreement with Microsoft to offer software and services for the Small and Medium Business (SMB) market in India and to offer Microsoft's latest Windows Mobile 5.0 technology to its customer. They entered into agreement with Google to offer search services on Airtel Mobile. Also, they entered agreement with Adani Group to connect Mundra Port and Special Economic Zone and with IBM to deliver India's first 'Service Delivery Platform'. In July 2006, the company launched 'Airtel Mega' Fixed Wireless Phone (FWP) services. In September 14, 2006, they acquired 43,750 thousand shares of Bharti Hexacom Ltd for an aggregate consideration of Rs 875,000 thousand thereby increasing their stake from 68.5% to 68.89%. In December 2006 the company announced their foray into USA with the launch of Airtel CallHome service for Non-Resident Indians. In March 2007, they introduced BlackBerry 8800TM business phone. In April 3, 2007, Bharti Airtel (Singapore) Pvt Ltd, Singapore, was incorporated for providing Voice Interconnection, Prepaid International Calling Services, International Private Leased Circuits and VSAT Trading. During the year 2007-08, Bharti Airtel Services Ltd (erstwhile Bharti Comtel Ltd), the wholly owned subsidiary of the company, sold their entire shareholding in Bharti Telemedia Ltd to the company and Bharti Enterprise Ltd in the ratio of 40% and 60%, respectively. The company acquired 2% stake in a subsidiary of IFFCO Ltd called IFFCO Kissan Sanchar Ltd at a consideration of Rs 50,125 thousand. Also, they invested USD 1,200 thousand towards 1,200 thousand shares, of Bridge Mobile Pte Ltd, Singapore (Bridge Mobile). During the year, the company entered into a joint venture agreement with Vodafone Essar Ltd and Idea Cellular Ltd and formed an independent tower company namely, Indus Towers Ltd for providing passive infrastructure services in 16 circles of India. In September 7, 2007, the company acquired 49% of the equity in Bharti Aquanet Ltd, India, at a consideration of Rs 159,549 thousand making Bharti Aquanet Ltd a 100% subsidiary of the company. In September 28, 2007, they acquired 100% of the equity in Network i2i Ltd, Mauritius, at a consideration of USD 133,400 thousand. In October 1, 2007, the company incorporated a new company namely, Bharti Airtel Holding (Singapore) Pte Ltd in Singapore as an investment holding company of the company. In January 2008, the company transferred the passive telecom infrastructure business of the company to Bharti Infratel Ltd. During the year 2008-09, the company made their foray into media and television by redefining home entertainment with Airtel digital TV. They launched their virtual calling card service 'Airtel CallHome' in UK, Singapore and Canada. The service is targeted at the huge Indian Diaspora, Non-Resident Indians (NRIs) and Indian students in these markets. The company launched their mobile services in Sri Lanka under the Airtel brand. They expanded their footprint by launching their Mobile Services in Lakshadweep. They also launched VeriSign Identity Protection (VIP) Services for their enterprise customers in India in partnership with VeriSign. In February 19, 2009, the company increased their stake in Bharti Hexacom Ltd by 1.11% through acquisition of 2,780,306 equity shares for an aggregate consideration of Rs 166,818 thousand. In March 4, 2009, the company subscribed 1,470,000 equity shares (49% stake) in Bharti Teleports Ltd for an aggregate consideration of Rs. 14,700 thousand. In October 2009, the company launched live mobile comic service on their mobile entertainment portal, Airtel Live. In October 23, 2009, they acquired an additional 55% equity stake in their subsidiary, Bharti Telemedia Ltd for a consideration of Rs 7.38 crore. Consequently, the total equity interest of the company in Bharti TelemediaLtd increased to 95%. In January 12, 2010, the company agreed to acquire 70% stake in Warid Telecom, Bangladesh, a wholly owned subsidiary of the Dhabi Group. Warid Telecom is offering mobile services across all the 64 districts of Bangladesh. As of January 2010, the company had an aggregate of over 131 million customers in South Asia, including 121.7 million mobile customers in India. In March 11, 2010, the company made their debut into Media & Entertainment with the launch of the Airtel Digital Media Business. With this, the company is able to offer Content Delivery Solutions for media and entertainment sector. In June 2010, the company acquired Zain Group's mobile operations in 15 countries across Africa for an enterprise valuation of USD 10.7 billion. With this, the company has become the first Indian brand to go truly global with a footprint that covers over 1.8 billion people. Also, the company has become a major Indian MNC with operations in 18 countries across Asia and Africa with a customer base of over 180 million. During the year 2010-11, the company introduced a completely new, fresh and vibrant brand logo and identity.Apart from India and Sri Lanka, the brand also started to offer its services to consumers in Bangladesh making the Company a powerhouse across South Asia. Across the seas, the Company established a strong presence in the 16 countries across the African continent. During the year, Airtel won the 'Most Preferred Cellular Service Provider Brand' award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row. The CNBC Awaaz Consumer Awards were based on an extensive consumer survey done by Nielsen, wherein the customers rated brands across different categories which delivered true value for money. During the year, the company launched 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3G customers to manage their data usage and avoid 'bill shock' with proactive, personalised and timely data usage alerts coupled with introduction of easy-to-understand intuitive tariffs with personalised data usage limits. They launched various new and innovative products and services, such as airtel money, airtel call manager, airtel voice blog, airtel world SIM, Live Aarti, LearnNext, IPTV, airtel broadband TV, Unified Service Management Centre (uSMC), Global Data Services, airtel digital TV recorder, MAMO (My Airtel My Offer) and i-Care directly and through its subsidiaries, which enabled it to strengthen their leadership in an intensely competitive market. During the year, the company launched their New Vision for India and South Asia 'By 2015, airtel will be the most loved brand, enriching the lives of millions' inspiring and directing all stakeholders for the next stage of growth. Also, they launched their vision for Africa 'By 2015 airtel will be the most loved brand in the daily lives of African people'. In August 27, 2010, they acquired the 100% interest in Telecom Seychelles Ltd, a telecom operator of Seychelles, for an enterprise value of USD62 million. In September 2011, the company choose Ericsson India, Nokia Siemens Networks and Huawei Technologies as network partners to launch 3G Services in India. These partners will plan, design, deploy and maintain a 3G HSPA Network in Bharti Airtel 3G license circles. In January 2011, the company and State Bank of India (SBI) entered into a Joint Venture (JV) agreement to make available banking services to India's unbanked millions. The newly formed entity, will harness the power of State Bank's strengths and airtel's mobile telephony to add value to the banking and financial services sector and empower millions of financially excluded in the country to enhance their livelihood and quality of life. The Joint Venture will become the Business Correspondent of SBI and offer banking products and services at affordable cost to the citizens in unbanked and other areas. On 23 April 2013, Bharti Airtel announced that it had entered into a definitive agreement with the Warid Group (Warid) to fully acquire Warid Telecom Uganda. On 2 May 2013, Bharti Airtel Holdings (Singapore) Pte. Limited (Bharti), a wholly owned subsidiary of Bharti Airtel, and Warid Group reached an agreement, wherein Bharti decided to acquire the entire remaining 30% equity stake of Warid in Airtel Bangladesh Limited. Earlier, Bharti had acquired 70% stake in Warid Telecom, Bangladesh in January 2010. On 17 June 2013, Bharti Airtel announced that it had completed the allotment of 19.98 crore equity shares, representing 5% equity stake in the company, to private equity firm Qatar Foundation Endowment (QFE). On 3 May 2013, Bharti and QFE had announced a binding agreement for preferential allotment of Bharti Airtel shares to QFE. On 4 July 2013, Bharti Airtel announced that it has subscribed to an additional 2% equity share capital in all the four India BWA entities of Qualcomm AP that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala. Post the transaction, all the four India BWA entities became subsidiaries of Bharti Airtel. On 24 May 2012, Bharti Airtel and Qualcomm announced an agreement under which Bharti acquired 49% interest in Qualcomm AP's India entities that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala. On 5 November 2013, Bharti Airtel announced that it had entered into a definitive agreement with Warid Group to fully acquire Warid's Brazzaville operations. On 10 December 2013, Bharti Airtel and Reliance Jio Infocomm Limited announced a comprehensive telecom infrastructure sharing arrangement to utilise each other's infrastructure i.e. optic fibre, submarine cable networks, towers and internet broadband services. On 13 February 2014, Bharti Airtel announced that it had acquired 115.0 MHz spectrum for a total consideration of Rs 18530 crore in a spectrum auction conducted by the Government of India. On 19 February 2014, Bharti Airtel announced that it had crossed the 200 million mobile subscribers mark in India. On 2 April 2014, Bharti Airtel announced that it had selected IBM to manage the IT infrastructure and applications for its operations in India for five years. On 9 July 2014, Bharti Airtel announced an agreement with Helios Towers Africa (HTA), the leading independent telecoms towers company in Africa, for the divestment of over 3,100 telecoms towers in four countries across Airtel's African operation to HTA. On 7 August 2014, Bharti Airtel announced the successful completion of the Offer For Sale (OFS) of 85 million shares of its subsidiary Bharti Infratel Limited for a total consideration of over Rs 2100 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel came down to 74.86%. On 1 September 2014, Bharti Airtel announced the signing of a definitive agreement with Essar Telecommunications Kenya Limited, which operates under the brand name yuMobile', to acquire over 2.7 million subscribers of yuMobile. On 24 November 2014, American Tower Corporation and Bharti Airtel Limited announced that they have entered into a definitive agreement for the sale of over 4,800 of Airtel's communications towers in Nigeria. Airtel will be the anchor tenant on the portfolio under a lease with a ten-year initial term. On 15 December 2014, Bharti Airtel inked an agreement with IHS Holding Limited for sell and lease back of over 1100 towers from IHS in Zambia and Rwanda under a 10-year renewable contract. On 26 February 2015, Bharti Airtel offloaded 55 million shares of its subsidiary Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%. On 3 March 2015, Bharti Airtel announced a strategic collaboration with China Mobile to share network and product best practices and technical learnings and work together for standards and products to accelerate commercialisation of LTE and evolving 4.5G/5G technologies. The two companies also decided to work towards shaping up a joint strategy for procurement of devices that include Mifi, smart phones, data cards, LTE CPEs and USIM. On 26 March 2015, Bharti Airtel announced that it had acquired 111.6 MHz of prime spectrum across 900 MHz, 1800 MHz and 2100 MHz bands for a total consideration of Rs 29130 crore in a spectrum auction conducted by the Government of India. On 16 May 2015, Bharti Airtel announced that it had received financing commitments of up to USD 2.5 Billion from China Development Bank and Industrial and Commercial Bank of China at about nine-years in average maturity. On 26 August 2015, Bharti Airtel announced that it has signed a definitive agreement to acquire 100% equity stake in Augere Wireless Broadband India Pvt. Ltd., which holds 20 MHz of BWA Spectrum in the telecom circle of Madhya Pradesh and Chhattisgarh. On 30 November 2015, Bharti Airtel announced that it would invest Rs 60,000 crore over 3 years on a comprehensive network transformation program named Project Leap. On 13 January 2016, Orange, one of the world's leading telecommunications operators, signed an agreement with Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, to acquire Airtel's operations in Burkina Faso and Sierra Leone. On 28 January 2016, Axiata Group Berhad (Axiata) and Bharti Airtel signed a Definitive Agreement to merge their respective telecommunication subsidiaries in Bangladesh; namely, Robi Axiata Limited (Robi) and Airtel Bangladesh Limited (Airtel). On 23 February 2016, Bharti Airtel, Kotak Mahindra Bank Limited (KMBL) and Airtel M Commerce Services Limited (AMSL) signed the Share Subscription and Shareholders Agreement, wherein, KMBL agreed to acquire 9,83,82,022 equity shares aggregating to Rs 98.38 crores in cash, representing 19.90% of the paid-up capital of AMSL. On 16 March 2016, Bharti Airtel entered into a definitive agreement with Videocon Telecommunications Limited (VTL) to acquire rights to use 2 x 5 MHz spectrum in the 1800 MHz Band 2013 for six circles, namely, Bihar, Haryana, Madhya Pradesh, UP (East), UP (West) and Gujarat from VTL for an aggregate consideration of Rs 4428 crore. On 8 April 2016, Bharti Airtel and its subsidiary, Bharti Hexacom Limited entered into definitive agreements with Aircel Limited and its subsidiaries Dishnet Wireless Limited and Aircel Cellular Limited (together Aircel) to acquire rights to use 20 megahertz (MHz) 2300 Band 4G TD spectrum for eight circles namely, Tamil Nadu (including Chennai), Bihar, Jammu & Kashmir, West Bengal, Assam, North East, Andhra Pradesh and Orissa at an aggregate consideration of Rs 3500 crore. Reserve Bank of India on 11 April 2016 granted payments bank license to Airtel M Commerce Services Limited (AMSL), a subsidiary of Bharti Airtel. On 5 May 2016, Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, and Helios Towers Africa (HTA), an independent telecoms towers company in Africa, announced an agreement for the divestment of approximately 950 telecoms towers in the Democratic Republic of Congo (DRC) from Airtel to HTA. On 14 June 2016, Singapore Telecommunications and Bharti Airtel announced a strategic alliance to provide seamless high speed data connectivity to global enterprises under one network. On 6 October 2016, Bharti Airtel announced that it had acquired 173.8 Mhz spectrum across 1800/2100/2300 MHz bands for a total consideration of Rs 14244 crore in a spectrum auction conducted by the Department of Telecom, Government of India. On 20 December 2016, Bharti Airtel announced that its subsidiary Network i2i Ltd. has entered into a definitive agreement with Orascom Telecom Media and Technology Holding S.A.E (Orascom) to acquire Orascom's entire equity stake in Middle East North Africa Company Submarine Cable Systems S.A.E (MENA-SCS). MENA - SCS owns and operates a submarine cable network between India and Europe covering Middle East, with options to extend the network to Africa. On 12 January 2017, Airtel Payments Bank, a subsidiary of Bharti Airtel, announced the commencement of national operations with services in all 29 states of India. On 22 February 2017, Bharti Airtel announced that it has, through its subsidiary Bharti Airtel Services, acquired a strategic equity stake in Seynse Technologies Pvt. Ltd., a Financial Technology (FinTech) company. On 23 March 2017, Bharti Airtel announced that it has entered into a definitive agreement with Tikona Digital Networks (Tikona) to acquire Tikona's 4G Business including the Broadband Wireless Access ('BWA') spectrum and 350 sites, in five telecom circles. On 28 March 2017, Bharti Airtel pared its stake in its subsidiary Bharti Infratel by selling over 190 million shares Bharti Infratel representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%. On 10 July 2017, Bharti announced plans to invest up to Rs 2000 crore over 3 years under Project Next - its digital innovation program aimed at transforming customer experience across all of its services and touch points. Project Next complements Airtel's massive investments towards building a future ready network under Project Leap. On 12th October 2017, Bharti Airtel and Tata Group entered into an agreement to merge Consumer Mobile Businesses (CMB) of Tata Teleservices Limited (TTSL) and Tata Teleservices Maharashtra Limited (TTML) with Bharti Airtel. As part of the Agreement, Bharti Airtel will absorb Tata CMB's operations across the country in nineteen circles (17 under TTSL and 2 under TTML). On 16 November 2017, Bharti Airtel announced the launch of two new Android powered 4G smartphones at the price of a feature phone in partnership with Karbonn Mobiles. The launch is part of Airtel's Mera Pehla Smartphone' initiative, which is aimed at enabling every Indian to buy a 4G smartphone and get on to the digital superhighway. On 12 December 2017, Bharti Airtel and Warburg Pincus, a global private equity firm focused on growth investing, announced that an affiliate of Warburg Pincus will acquire up to 20% equity stake in Bharti Telemedia, the DTH arm of Bharti Airtel, for approximately $350 million. Of this, 15% stake will be sold by Bharti Airtel and the balance by another Bharti entity which holds 5% stake. Upon closing of the transaction, Bharti Airtel will own an 80% equity stake in Bharti Telemedia. During FY2019, the company has approved the issuance of upto 1,133,591,075 Equity Shares of face value of Rs 5/- each by way of rights issue at a price of Rs 220 per rights equity share (including a premium of Rs 215 per rights equity share) aggregating up to Rs 249,390.04 million on a rights basis to the eligible equity shareholders in the ratio of 19 rights equity shares for every 67 equity shares held by the eligible equity shareholders on the record date, that is, 24 April 2019. The issue was opened on 03 May 2019. As on 31 March 2019, your Company has 101 subsidiaries, 7 associate companies and 8 joint ventures. During FY 2018-19, Bharti Airtel Holding (Mauritius) Limited, Airtel Africa Mauritius Limited, Bharti Airtel Overseas (Mauritius) Limited, Airtel Africa Limited, Airtel Mobile Commerce Nigeria B.V., Airtel Mobile Commerce Congo B.V., Airtel Mobile Commerce (Seychelles) B.V., Airtel Mobile Commerce Madagascar B.V., Airtel Mobile Commerce Kenya B.V., Airtel Mobile Commerce Rwanda B.V., Airtel Mobile Commerce Malawi B.V., Airtel Mobile Commerce Uganda B.V., Airtel Mobile Commerce Tchad B.V, Airtel Mobile Commerce Zambia B.V. became Subsidiaries of the company. During FY 2018-19, Bharti Airtel Burkina Faso Holdings B.V., Africa Towers Services Limited, Tigo Rwanda Limited ceased to be subsidiaries of the company. During the FY 2019-20, the company has 1,133,591,075 equity shares of face value of Rs 5/- each on 24 May 2019 pursuant to Rights Issue aggregating to Rs 5,667,955,375. The company also allotted 9,70,668 equity shares of face value of Rs 5/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') and the Company and their respective shareholders and creditors, aggregating to Rs 4,853,340/- to the equity shareholders of TTML. The company also allotted 10, 10% fully paid-up redeemable, non-participating, noncumulative preference Shares of face value of Rs 100/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') aggregating to Rs 1000/- to the Preference shareholders of TTML. The company also allotted 487, 10% fully paid-up redeemable, non-participating, non-cumulative preference shares of face value of Rs 100/- each on 26 July 2019, pursuant to composite scheme of arrangement among Tata Teleservices Limited (TTSL'), Bharti Hexacom Limited and the Company and their respective shareholders and creditors, aggregating to Rs 48,700 to equity share holders, CCPS holders and OCPS holder of TTSL. Further in the FY2020,the company also allotted 323,595,505 equity shares of face value of Rs 5/- each on 15 January 2020 pursuant to Qualified Institutions Placement aggregating to Rs 1,617,977,525. During the year 2020, the scheme of amalgamation between Bharti Digital, a wholly-owned subsidiary company and the Company became effective on May 29, 2019 pursuant to which Bharti Digital has been amalgamated with the Company. During the year 2020, the Company acquired consumer mobile business of TTML and TTSL under the TTML Scheme and TTSL Scheme, was made effective from July 01, 2019. The scheme of arrangement between the Company and Telesonic, a subsidiary company and their respective shareholders and creditors for the transfer of optical fibre cable business of the Company to Telesonic, has become effective on August 03, 2019. The Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated May 31, 2019 had sanctioned the Scheme of Amalgamation of Bharti Infratel Limited into and with Indus Towers Limited, which got filed with Registrar of Companies on November 19, 2020 i.e. the effective date of merger. Consequently, the Company's 53.51% shareholding in Bharti Infratel Limited was reduced to 36.73% in Indus Towers Limited (merged entity). On December 2, 2020 and December 28, 2020, the Company acquired an additional stake of 4.93% and 0.06%, respectively, in the Indus Towers Limited, merged entity, increasing its equity stake from 36.73% to 41.73%. Accordingly, the Company owns 41.73% stake in Indus Towers Limited as on March 31, 2021. As on March 31, 2021, Company had 108 subsidiaries, 7 associates and 6 joint ventures. During FY 2020-21, Airtel Limited, Airtel Mobile Commerce DRC B.V., Airtel Mobile Commerce Gabon B.V., Airtel Mobile Commerce Niger B.V., Airtel Money Kenya Limited, Network i2i (UK) Limited, The Airtel Africa Employee Benefit Trust, Airtel Digital Services Holdings B.V., Airtel Africa Services (UK) Limited became subsidiaries of the Company and Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited became Joint Ventures of the Company. During FY 2020-21, Africa Towers N.V., Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited ceased to be subsidiaries and Seynse Technologies Private Limited ceased to be associate of the Company. Upon approval of Hon'ble National Company Law Tribunal and the Department of Telecommunications, the Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and their respective shareholders and creditors has become effective on January 04, 2022 and VSAT Undertaking of the Company and Bharti Airtel Services Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited, respectively (on a going concern basis) by way of a slump sale with effect from January 04, 2022. The Board of Directors on April 14, 2021, had approved the Composite Scheme of Arrangement between the Company, Nettle Infrastructure Investments Limited, Airtel Digital Limited (ADL), Telesonic Networks Limited and Airtel Limited and their respective shareholders and creditors for amalgamation of Nettle Infrastructure Investments Limited, Airtel Digital Limited and Telesonic Networks Limited, wholly-owned subsidiaries with and into Bharti Airtel Limited and demerger of Telecom Business Undertaking of Bharti Airtel Limited and vesting of the same with Airtel Limited, its wholly-owned subsidiary on a going concern basis. As on March 31, 2022, Company had 108 subsidiaries, 7 associates and 6 joint ventures. During year 2021-22 Bharti Airtel Ghana Holdings B.V. Limited, Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited ceased to be subsidiaries of the Company. During the financial year 2021-22, the Company acquired 33.33% stake in Hughes Communications India Private Limited. Further, it acquired 25% equity shares of Lavelle Networks Private Limited and accordingly, Hughes and Lavelle became associate companies of the Company during the financial year. During FY 2022-23, the amalgamations of wholly-owned subsidiaries, Nettle Infrastructure Investments Limited and Telesonic Networks Limited was made effective from February 1, 2023. Consequently, fiber assets held by Telesonic were allocated into the respective segments based on fiber ordered by various segments from Telesonic. The Company launched 5G network services in October, 2022. It launched digital financial services and a telco-first co-branded Axis Bank credit card. It acquired a strategic stake in Lemnisk (Immensitas Private Limited) under Airtel's Start-Up Accelerator Program. During the year 2022-23, Mawezi RDC S.A. became joint venture of the Company. Telesonic and Nettle ceased to be the wholly owned subsidiaries of the Company and Aban Green Power Private Limited ceased to be the associate company during 2022-23.

Bharti Airtel Ltd Chairman Speech

Excited for what the future holds

Dear Shareholders,

The Indian economy once again showcased resilience and stability, amid various global challenges such as synchronous monetary policy tightening, commodity inflation, supply chain headwinds and slowing economic growth in other major economies. As the global supply chain situation improves, a number of structural changes are being closely monitored. The Government of India's commitment to improve the productive capacity through continued investments on infrastructure, logistics, domestic manufacturing and making the country more self-reliant will structurally spur economic growth and encourage private sector investments. In a nutshell, the Indian economy is in good shape, with strong tailwinds. FY 2022-23 was a milestone year in the Indian telecom industry with the launch of 5G services. We were able to leapfrog into the 5G era, supported by visible ease of doing business in the spectrum auction and allocation processes. Airtel became a frontrunner in this next generation of communication services, and created history by being the first telecom operator to have launched its 5G services in 8 cities on the occasion of the India Mobile Congress' 5G launch by the Hon'ble Prime Minister Shri Narendra Modi. Our 5G solution is based on the most widely used global technology architecture that offers the best coverage and experience at the lowest Total Cost of Ownership (TCO). India's digital economy continues to grow at a strong pace and Airtel has been investing heavily towards accelerating the same. Along with giving Indian users a fiber-like speed on their mobile phones, 5G promises to usher an era of innovation and efficiency. Airtel is collaborating with top enterprises engaged in manufacturing, mobility, healthcare, logistics, and IoT, where 5G tech is becoming a catalyst for digital disruption, creating new revenue streams in the industry.

I am delighted to share that Airtel achieved the highest-ever market share in India, across its segments, be it in B2C or B2B businesses. Strong operating leverage through continued focus on operational excellence has resulted in robust operating cash flow generation. This keeps us steady, and on the path towards making our balance sheet stronger.

Airtel ended yet another year on a strong note with industry-leading revenue and EBITDA growth. The continued focus on attracting high-value customers with bundled offerings and superior experience yielded strong results, with more than 23 million 4G and 1.8 million postpaid customer additions during the year. In line with our strategy, we acquired mid-band 5G spectrum at scale and added some mid-band spectrum to fill the gaps in the existing pool. There are already more than 31 million 5G-enabled smartphones on Airtel's network, and this figure is constantly growing. Equally significant is the fact that Airtel's 5G network is environment friendly, with a sharp focus on our commitments to the ESG framework.

In the Home Broadband and Airtel Business segments, the Company achieved yet another new milestone with the highest-ever revenue and EBITDA. This is a testimony of the Company's execution strength. With the renewed strategy, the Digital TV business saw an increase in market share despite headwinds. In Airtel Business, the strategy to go wide and deep has delivered exceptional results in select accounts, giving us the confidence to emulate this success elsewhere. Investments in Data Centers, undersea fiber cables and emerging digital offerings augur well for the business in years to come. 5G will be the primary pivot to drive growth by catalysing the 4^th Industrial Revolution through enterprise use cases. Home broadband is now available in ~1,200 cities, with rollout being further strengthened via local cable operator partnerships. The Company added its highest-ever 1.6 million net customers to surpass the 6 million customer base, resulting in over 33% revenue growth.

Over the years, Airtel has built a suite of digital assets for its customers. By leveraging cutting-edge digital technology to develop next-generation digital platforms, products, and services, the Company delivers an immersive experience to customers. In FY 2022-23,, it launched digital financial services and a telco-first co-branded Axis Bank credit card. 60% of all monthly customer payments across Mobility, Broadband, and DTH, happen digitally/online. The portfolio of digital offerings including Airtel Wynk, Airtel Thanks and Xstream has seen monthly active users growing 4x over the last 4 years, crossing the 200 million mark.

Airtel continues to have strong strategic collaborations with industry leaders like Amazon, CISCO, Ericsson, Google, IBM, Intel, Meta, Microsoft, Netflix, Nokia, Oracle, Qualcomm and many more to deliver best-in-class products and services to our customers and lead the innovation revolution in the country.

With 5G and 4G running in Radio, networks are becoming more complex, and Core networks are moving from cloud-native to automated and orchestrated (MANO) clouds. The transport network has multi-layer MPLS and optical networks. Airtel has been building the right tools and platforms to manage these complex network elements, and they are used from network planning to deployment and further for operations and end-to-end experience management. Airtel networks have been ranked No. 1 in many crowd-sourced independent benchmarking ratings, and the tools have also been recognised at the global level. In collaboration with its trusted long-term partners, the Company successfully managed the global challenges and procured the network supplies to support the ongoing accelerated rollouts. In addition, it has developed an ecosystem of suppliers, in which many of its partners are now manufacturing indigenously.

Over the years, Airtel has built a suite of digital assets for its customers. By leveraging cutting-edge digital technology to develop next-generation digital platforms, products, and services.

With consistent focus on serving customer needs, Airtel Africa delivered a strong financial performance despite global economic challenges, shining a spotlight on our resilient business model. In FY 2022-23, we successfully reduced hard currency debt, helping to mitigate the risk of foreign exchange volatility. Leverage remained extremely comfortable at 1.4x, broadly flat from the previous year. This was achieved alongside substantial investments in 4G and 5G spectrum in key markets to be ready to meet the growing opportunity in data. Almost 90% of capex investment was directed to growth initiatives that help ensure a sustainably strong and reliable network. We have also established subsidiary company structures for data center and fiber businesses.

Strong operating free cashflows amid accelerated investments on 5G and rural rollout supported the Company's debt reduction in FY 2022-23. It took a prudent decision to make an upfront payment for the 5G spectrum acquired in August 2022 and availed four years of moratorium. Airtel is well capitalised to fund future investment needs through internal accruals.

Digital is at the heart of everything that Airtel does. This is also amply evident in the measurable strides taken by the Bharti Foundation in enabling the use of technology in it schools and through various initiatives. Children from Satya Bharti Schools participated in the World Robotics Championship, Technoxian 6.0, where they competed with students from schools in India and abroad. Furthermore, it has been heartening to see how a number of alumni have also been gainfully employed at Airtel.

To drive its long-term sustainability vision, Airtel has been following a robust ESG framework. There is a unique window of opportunity for businesses to incorporate sustainability at the core. Such efforts will only accelerate macro level progress towards achieving net-zero targets and contribute to the wider climate action efforts. India has been at the forefront of mobilising activity on the green transition agenda, and mitigating climate change. A holistic green growth model can catalyse new industries, create new jobs and drive trillions of dollars of economic value. Achieving this transformative agenda requires strong collaborations between the government and private sector. The Company upholds the highest standards of governance backed by full transparency and disclosures.

I extend my sincere gratitude to our Board of Directors, management, resilient employees and esteemed customers, partners, suppliers, the entire distribution network and our valued shareholders for their continued support and confidence.

Chairman

Bharti Airtel Ltd Company History

Bharti Airtel Limited is a leading global telecommunications company with operations in 17 countries across Asia and Africa. Headquartered in New Delhi, India, Bharti Airtel ranks amongst the top 3 mobile service providers globally in terms of subscribers. The company offers an integrated suite of telecom solutions to its enterprise customers, in addition to providing long distance connectivity both nationally and internationally. The Company also offers Digital TV and IPTV Services. All these services are rendered under a unified brand 'Airtel' either directly or through subsidiary companies. The company operates in four strategic business units, namely Mobile, Telemedia, Enterprise and Digital TV. The mobile business offers services in India, Sri Lanka and Bangladesh. The Telemedia business provides broadband, IPTV and telephone services in 95 Indian cities. The Digital TV business provides Direct-to-Home TV services across India. The Enterprise business provides end-to-end telecom solutions to corporate customers and national and international long distance services to telcos. The company also deploys, owns and manages passive infrastructure pertaining to telecom operations under their subsidiary Bharti Infratel Ltd. Bharti Infratel Ltd own 42% of Indus Towers Ltd. Bharti Infratel Ltd and Indus Towers Ltd are the largest passive infrastructure service providers for telecom services in India. Bharti Airtel Ltd was incorporated in the year 1995 with the name Bharti Tele-Ventures Ltd. The company was promoted by Bharti Telecom Ltd, a company incorporated under the laws of India. The name of the company was changed from Bharti Tele-Ventures to Bharti Airtel Ltd with effect from April 24, 2006 in order to reflect their brand essence, objective and the nature of their business activities. During the year 1995-96, the company launched mobile services under the brand name 'Airtel' for the first time in Delhi and Himachal Pradesh. During the year 1997-98, the company became the first private telecom operator to obtain a license to provide basic telephone services in the state of Madhya Pradesh. They incorporated Bharti BT VSAT Ltd and Bharti BT Internet Ltd during the year. During the year 1999-2000, the company acquired JT Mobiles for providing cellular services operator in Punjab, Karnataka and Andhra Pradesh. Also, they acquired Skycell, Chennai and thus, they expanded their South Indian footprint. During the year 2001-02, they launched IndiaOne, India's first private sector national and international long distance service. They acquired licenses for eight new circles across India. In July 2001, the company acquired 100% equity interest in Bharti Mobitel Ltd (erstwhile Spice Cell Ltd), which provided mobile services in the Kolkata circle. During the year 2002-03, the company launched cellular mobile services in the circle of Mumbai, Maharashtra, Tamil Nadu, Kerala, Madhya Pradesh, Uttar Pradesh (West), Haryana and Gujarat, fixed line services in the circles of Tamil Nadu and Karnataka and International Long Distance Services. They also commenced commercial operations for their submarine cable landing station. During the year 2003-04, the company obtained the new licenses for providing the Unified Access Services, which include telecom circles of West Bengal (including Andaman & Nicobar and Sikkim), Bihar (including Jharkhand), Orissa, Jammu & Kashmir and UP (East). They also acquired interest in the telecom circles of Rajasthan and North Eastern States, through the acquisition of 67.5% equity stake in Bharti Hexacom Ltd. During the year 2004-05, Bharti Cellular Ltd and Bharti Infotel Ltd, subsidiaries of the company, merged with the company with effect from April 1, 2004. Prior to merger of Bharti Cellular Ltd with the company, Bharti Mobile Ltd operated in circles of Karnataka, Andhra Pradesh and Punjab merged with Bharti Cellular Ltd. The company acquired an additional stake of 1% from Fouad M T Al Ghanim Trading & Cont Co Kuwait one of the shareholder of Bharti Hexacom Ltd. During the year, the company and Videsh Sanchar Nigam Ltd entered into an agreement to share the company's national long distance network for a period of 15 years for a consideration of Rs 5,000 million. They entered into a regional mobile services agreement with six other leading mobile operators, namely Globe Telecom, Philippines; Maxis, Malaysia; Optus, Australia; SingTel, Singapore; Taiwan Cellular Corporations, Taiwan and Talkomsel, Indonesia and formed a regional alliance, namely Bridge Alliance. In April 2005, the company through their erstwhile 100% subsidiary Bharti Infotel Ltd, which was merged with the company acquired 100% equity stake in Bharti Broadband Ltd (formerly known as Comsat Max Ltd) by acquiring their holding company Satcom Broadband Equipment Ltd (formerly known as CMax Infocom Ltd). Also, Satcom Broadband Equipment Ltd and Bharti Broadband Ltd were amalgamated with the company with effect from October 1, 2005. During the year 2005-06, the company signed a managed capacity expansion contract with Ericsson for providing managed services and expands their GSM /GPRS network into rural India in 15 circles. Also, they entered into an agreement with Nokia to expand their managed GSM/ GPRS/ EDGE networks in eight circles. The company and IBM launched Managed Services under their joint go-to-market program. During the year, Vodafone acquired 10% economic interest in the company by way of subscription of convertible debentures in Bharti Enterprises Ltd. Also, the company entered into strategic partnership outsourcing agreements for their customer care call center operations with four international BPOs - Hinduja TMT (HTMT), IBM Daksh, Mphasis and TeleTech Services. During the year 2006-07, the company incorporated seven wholly owned subsidiaries namely Bharti Airtel (USA) Ltd, Bharti Airtel (UK) Ltd, Bharti Airtel (Hong Kong) Ltd and Bharti Airtel (Canada) Ltd, Bharti Infratel Ltd, Bharti Telemedia Ltd and Bharti Airtel Lanka (Pvt) Ltd. They received letter of offer from Telecommunications Regulatory Commission of Sri Lanka for providing 2G and 3G mobile services in Sri Lanka. During the year, the company entered into agreement with Microsoft to offer software and services for the Small and Medium Business (SMB) market in India and to offer Microsoft's latest Windows Mobile 5.0 technology to its customer. They entered into agreement with Google to offer search services on Airtel Mobile. Also, they entered agreement with Adani Group to connect Mundra Port and Special Economic Zone and with IBM to deliver India's first 'Service Delivery Platform'. In July 2006, the company launched 'Airtel Mega' Fixed Wireless Phone (FWP) services. In September 14, 2006, they acquired 43,750 thousand shares of Bharti Hexacom Ltd for an aggregate consideration of Rs 875,000 thousand thereby increasing their stake from 68.5% to 68.89%. In December 2006 the company announced their foray into USA with the launch of Airtel CallHome service for Non-Resident Indians. In March 2007, they introduced BlackBerry 8800TM business phone. In April 3, 2007, Bharti Airtel (Singapore) Pvt Ltd, Singapore, was incorporated for providing Voice Interconnection, Prepaid International Calling Services, International Private Leased Circuits and VSAT Trading. During the year 2007-08, Bharti Airtel Services Ltd (erstwhile Bharti Comtel Ltd), the wholly owned subsidiary of the company, sold their entire shareholding in Bharti Telemedia Ltd to the company and Bharti Enterprise Ltd in the ratio of 40% and 60%, respectively. The company acquired 2% stake in a subsidiary of IFFCO Ltd called IFFCO Kissan Sanchar Ltd at a consideration of Rs 50,125 thousand. Also, they invested USD 1,200 thousand towards 1,200 thousand shares, of Bridge Mobile Pte Ltd, Singapore (Bridge Mobile). During the year, the company entered into a joint venture agreement with Vodafone Essar Ltd and Idea Cellular Ltd and formed an independent tower company namely, Indus Towers Ltd for providing passive infrastructure services in 16 circles of India. In September 7, 2007, the company acquired 49% of the equity in Bharti Aquanet Ltd, India, at a consideration of Rs 159,549 thousand making Bharti Aquanet Ltd a 100% subsidiary of the company. In September 28, 2007, they acquired 100% of the equity in Network i2i Ltd, Mauritius, at a consideration of USD 133,400 thousand. In October 1, 2007, the company incorporated a new company namely, Bharti Airtel Holding (Singapore) Pte Ltd in Singapore as an investment holding company of the company. In January 2008, the company transferred the passive telecom infrastructure business of the company to Bharti Infratel Ltd. During the year 2008-09, the company made their foray into media and television by redefining home entertainment with Airtel digital TV. They launched their virtual calling card service 'Airtel CallHome' in UK, Singapore and Canada. The service is targeted at the huge Indian Diaspora, Non-Resident Indians (NRIs) and Indian students in these markets. The company launched their mobile services in Sri Lanka under the Airtel brand. They expanded their footprint by launching their Mobile Services in Lakshadweep. They also launched VeriSign Identity Protection (VIP) Services for their enterprise customers in India in partnership with VeriSign. In February 19, 2009, the company increased their stake in Bharti Hexacom Ltd by 1.11% through acquisition of 2,780,306 equity shares for an aggregate consideration of Rs 166,818 thousand. In March 4, 2009, the company subscribed 1,470,000 equity shares (49% stake) in Bharti Teleports Ltd for an aggregate consideration of Rs. 14,700 thousand. In October 2009, the company launched live mobile comic service on their mobile entertainment portal, Airtel Live. In October 23, 2009, they acquired an additional 55% equity stake in their subsidiary, Bharti Telemedia Ltd for a consideration of Rs 7.38 crore. Consequently, the total equity interest of the company in Bharti TelemediaLtd increased to 95%. In January 12, 2010, the company agreed to acquire 70% stake in Warid Telecom, Bangladesh, a wholly owned subsidiary of the Dhabi Group. Warid Telecom is offering mobile services across all the 64 districts of Bangladesh. As of January 2010, the company had an aggregate of over 131 million customers in South Asia, including 121.7 million mobile customers in India. In March 11, 2010, the company made their debut into Media & Entertainment with the launch of the Airtel Digital Media Business. With this, the company is able to offer Content Delivery Solutions for media and entertainment sector. In June 2010, the company acquired Zain Group's mobile operations in 15 countries across Africa for an enterprise valuation of USD 10.7 billion. With this, the company has become the first Indian brand to go truly global with a footprint that covers over 1.8 billion people. Also, the company has become a major Indian MNC with operations in 18 countries across Asia and Africa with a customer base of over 180 million. During the year 2010-11, the company introduced a completely new, fresh and vibrant brand logo and identity.Apart from India and Sri Lanka, the brand also started to offer its services to consumers in Bangladesh making the Company a powerhouse across South Asia. Across the seas, the Company established a strong presence in the 16 countries across the African continent. During the year, Airtel won the 'Most Preferred Cellular Service Provider Brand' award in the CNBC Awaaz Consumer Awards 2010 for the 6th year in a row. The CNBC Awaaz Consumer Awards were based on an extensive consumer survey done by Nielsen, wherein the customers rated brands across different categories which delivered true value for money. During the year, the company launched 3G Services in 9 of 13 circles with 3G spectrum, empowering all 3G customers to manage their data usage and avoid 'bill shock' with proactive, personalised and timely data usage alerts coupled with introduction of easy-to-understand intuitive tariffs with personalised data usage limits. They launched various new and innovative products and services, such as airtel money, airtel call manager, airtel voice blog, airtel world SIM, Live Aarti, LearnNext, IPTV, airtel broadband TV, Unified Service Management Centre (uSMC), Global Data Services, airtel digital TV recorder, MAMO (My Airtel My Offer) and i-Care directly and through its subsidiaries, which enabled it to strengthen their leadership in an intensely competitive market. During the year, the company launched their New Vision for India and South Asia 'By 2015, airtel will be the most loved brand, enriching the lives of millions' inspiring and directing all stakeholders for the next stage of growth. Also, they launched their vision for Africa 'By 2015 airtel will be the most loved brand in the daily lives of African people'. In August 27, 2010, they acquired the 100% interest in Telecom Seychelles Ltd, a telecom operator of Seychelles, for an enterprise value of USD62 million. In September 2011, the company choose Ericsson India, Nokia Siemens Networks and Huawei Technologies as network partners to launch 3G Services in India. These partners will plan, design, deploy and maintain a 3G HSPA Network in Bharti Airtel 3G license circles. In January 2011, the company and State Bank of India (SBI) entered into a Joint Venture (JV) agreement to make available banking services to India's unbanked millions. The newly formed entity, will harness the power of State Bank's strengths and airtel's mobile telephony to add value to the banking and financial services sector and empower millions of financially excluded in the country to enhance their livelihood and quality of life. The Joint Venture will become the Business Correspondent of SBI and offer banking products and services at affordable cost to the citizens in unbanked and other areas. On 23 April 2013, Bharti Airtel announced that it had entered into a definitive agreement with the Warid Group (Warid) to fully acquire Warid Telecom Uganda. On 2 May 2013, Bharti Airtel Holdings (Singapore) Pte. Limited (Bharti), a wholly owned subsidiary of Bharti Airtel, and Warid Group reached an agreement, wherein Bharti decided to acquire the entire remaining 30% equity stake of Warid in Airtel Bangladesh Limited. Earlier, Bharti had acquired 70% stake in Warid Telecom, Bangladesh in January 2010. On 17 June 2013, Bharti Airtel announced that it had completed the allotment of 19.98 crore equity shares, representing 5% equity stake in the company, to private equity firm Qatar Foundation Endowment (QFE). On 3 May 2013, Bharti and QFE had announced a binding agreement for preferential allotment of Bharti Airtel shares to QFE. On 4 July 2013, Bharti Airtel announced that it has subscribed to an additional 2% equity share capital in all the four India BWA entities of Qualcomm AP that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala. Post the transaction, all the four India BWA entities became subsidiaries of Bharti Airtel. On 24 May 2012, Bharti Airtel and Qualcomm announced an agreement under which Bharti acquired 49% interest in Qualcomm AP's India entities that hold BWA licenses in Delhi, Mumbai, Haryana and Kerala. On 5 November 2013, Bharti Airtel announced that it had entered into a definitive agreement with Warid Group to fully acquire Warid's Brazzaville operations. On 10 December 2013, Bharti Airtel and Reliance Jio Infocomm Limited announced a comprehensive telecom infrastructure sharing arrangement to utilise each other's infrastructure i.e. optic fibre, submarine cable networks, towers and internet broadband services. On 13 February 2014, Bharti Airtel announced that it had acquired 115.0 MHz spectrum for a total consideration of Rs 18530 crore in a spectrum auction conducted by the Government of India. On 19 February 2014, Bharti Airtel announced that it had crossed the 200 million mobile subscribers mark in India. On 2 April 2014, Bharti Airtel announced that it had selected IBM to manage the IT infrastructure and applications for its operations in India for five years. On 9 July 2014, Bharti Airtel announced an agreement with Helios Towers Africa (HTA), the leading independent telecoms towers company in Africa, for the divestment of over 3,100 telecoms towers in four countries across Airtel's African operation to HTA. On 7 August 2014, Bharti Airtel announced the successful completion of the Offer For Sale (OFS) of 85 million shares of its subsidiary Bharti Infratel Limited for a total consideration of over Rs 2100 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel came down to 74.86%. On 1 September 2014, Bharti Airtel announced the signing of a definitive agreement with Essar Telecommunications Kenya Limited, which operates under the brand name yuMobile', to acquire over 2.7 million subscribers of yuMobile. On 24 November 2014, American Tower Corporation and Bharti Airtel Limited announced that they have entered into a definitive agreement for the sale of over 4,800 of Airtel's communications towers in Nigeria. Airtel will be the anchor tenant on the portfolio under a lease with a ten-year initial term. On 15 December 2014, Bharti Airtel inked an agreement with IHS Holding Limited for sell and lease back of over 1100 towers from IHS in Zambia and Rwanda under a 10-year renewable contract. On 26 February 2015, Bharti Airtel offloaded 55 million shares of its subsidiary Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%. On 3 March 2015, Bharti Airtel announced a strategic collaboration with China Mobile to share network and product best practices and technical learnings and work together for standards and products to accelerate commercialisation of LTE and evolving 4.5G/5G technologies. The two companies also decided to work towards shaping up a joint strategy for procurement of devices that include Mifi, smart phones, data cards, LTE CPEs and USIM. On 26 March 2015, Bharti Airtel announced that it had acquired 111.6 MHz of prime spectrum across 900 MHz, 1800 MHz and 2100 MHz bands for a total consideration of Rs 29130 crore in a spectrum auction conducted by the Government of India. On 16 May 2015, Bharti Airtel announced that it had received financing commitments of up to USD 2.5 Billion from China Development Bank and Industrial and Commercial Bank of China at about nine-years in average maturity. On 26 August 2015, Bharti Airtel announced that it has signed a definitive agreement to acquire 100% equity stake in Augere Wireless Broadband India Pvt. Ltd., which holds 20 MHz of BWA Spectrum in the telecom circle of Madhya Pradesh and Chhattisgarh. On 30 November 2015, Bharti Airtel announced that it would invest Rs 60,000 crore over 3 years on a comprehensive network transformation program named Project Leap. On 13 January 2016, Orange, one of the world's leading telecommunications operators, signed an agreement with Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, to acquire Airtel's operations in Burkina Faso and Sierra Leone. On 28 January 2016, Axiata Group Berhad (Axiata) and Bharti Airtel signed a Definitive Agreement to merge their respective telecommunication subsidiaries in Bangladesh; namely, Robi Axiata Limited (Robi) and Airtel Bangladesh Limited (Airtel). On 23 February 2016, Bharti Airtel, Kotak Mahindra Bank Limited (KMBL) and Airtel M Commerce Services Limited (AMSL) signed the Share Subscription and Shareholders Agreement, wherein, KMBL agreed to acquire 9,83,82,022 equity shares aggregating to Rs 98.38 crores in cash, representing 19.90% of the paid-up capital of AMSL. On 16 March 2016, Bharti Airtel entered into a definitive agreement with Videocon Telecommunications Limited (VTL) to acquire rights to use 2 x 5 MHz spectrum in the 1800 MHz Band 2013 for six circles, namely, Bihar, Haryana, Madhya Pradesh, UP (East), UP (West) and Gujarat from VTL for an aggregate consideration of Rs 4428 crore. On 8 April 2016, Bharti Airtel and its subsidiary, Bharti Hexacom Limited entered into definitive agreements with Aircel Limited and its subsidiaries Dishnet Wireless Limited and Aircel Cellular Limited (together Aircel) to acquire rights to use 20 megahertz (MHz) 2300 Band 4G TD spectrum for eight circles namely, Tamil Nadu (including Chennai), Bihar, Jammu & Kashmir, West Bengal, Assam, North East, Andhra Pradesh and Orissa at an aggregate consideration of Rs 3500 crore. Reserve Bank of India on 11 April 2016 granted payments bank license to Airtel M Commerce Services Limited (AMSL), a subsidiary of Bharti Airtel. On 5 May 2016, Bharti Airtel International (Netherlands) BV, a subsidiary of Bharti Airtel, and Helios Towers Africa (HTA), an independent telecoms towers company in Africa, announced an agreement for the divestment of approximately 950 telecoms towers in the Democratic Republic of Congo (DRC) from Airtel to HTA. On 14 June 2016, Singapore Telecommunications and Bharti Airtel announced a strategic alliance to provide seamless high speed data connectivity to global enterprises under one network. On 6 October 2016, Bharti Airtel announced that it had acquired 173.8 Mhz spectrum across 1800/2100/2300 MHz bands for a total consideration of Rs 14244 crore in a spectrum auction conducted by the Department of Telecom, Government of India. On 20 December 2016, Bharti Airtel announced that its subsidiary Network i2i Ltd. has entered into a definitive agreement with Orascom Telecom Media and Technology Holding S.A.E (Orascom) to acquire Orascom's entire equity stake in Middle East North Africa Company Submarine Cable Systems S.A.E (MENA-SCS). MENA - SCS owns and operates a submarine cable network between India and Europe covering Middle East, with options to extend the network to Africa. On 12 January 2017, Airtel Payments Bank, a subsidiary of Bharti Airtel, announced the commencement of national operations with services in all 29 states of India. On 22 February 2017, Bharti Airtel announced that it has, through its subsidiary Bharti Airtel Services, acquired a strategic equity stake in Seynse Technologies Pvt. Ltd., a Financial Technology (FinTech) company. On 23 March 2017, Bharti Airtel announced that it has entered into a definitive agreement with Tikona Digital Networks (Tikona) to acquire Tikona's 4G Business including the Broadband Wireless Access ('BWA') spectrum and 350 sites, in five telecom circles. On 28 March 2017, Bharti Airtel pared its stake in its subsidiary Bharti Infratel by selling over 190 million shares Bharti Infratel representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%. On 10 July 2017, Bharti announced plans to invest up to Rs 2000 crore over 3 years under Project Next - its digital innovation program aimed at transforming customer experience across all of its services and touch points. Project Next complements Airtel's massive investments towards building a future ready network under Project Leap. On 12th October 2017, Bharti Airtel and Tata Group entered into an agreement to merge Consumer Mobile Businesses (CMB) of Tata Teleservices Limited (TTSL) and Tata Teleservices Maharashtra Limited (TTML) with Bharti Airtel. As part of the Agreement, Bharti Airtel will absorb Tata CMB's operations across the country in nineteen circles (17 under TTSL and 2 under TTML). On 16 November 2017, Bharti Airtel announced the launch of two new Android powered 4G smartphones at the price of a feature phone in partnership with Karbonn Mobiles. The launch is part of Airtel's Mera Pehla Smartphone' initiative, which is aimed at enabling every Indian to buy a 4G smartphone and get on to the digital superhighway. On 12 December 2017, Bharti Airtel and Warburg Pincus, a global private equity firm focused on growth investing, announced that an affiliate of Warburg Pincus will acquire up to 20% equity stake in Bharti Telemedia, the DTH arm of Bharti Airtel, for approximately $350 million. Of this, 15% stake will be sold by Bharti Airtel and the balance by another Bharti entity which holds 5% stake. Upon closing of the transaction, Bharti Airtel will own an 80% equity stake in Bharti Telemedia. During FY2019, the company has approved the issuance of upto 1,133,591,075 Equity Shares of face value of Rs 5/- each by way of rights issue at a price of Rs 220 per rights equity share (including a premium of Rs 215 per rights equity share) aggregating up to Rs 249,390.04 million on a rights basis to the eligible equity shareholders in the ratio of 19 rights equity shares for every 67 equity shares held by the eligible equity shareholders on the record date, that is, 24 April 2019. The issue was opened on 03 May 2019. As on 31 March 2019, your Company has 101 subsidiaries, 7 associate companies and 8 joint ventures. During FY 2018-19, Bharti Airtel Holding (Mauritius) Limited, Airtel Africa Mauritius Limited, Bharti Airtel Overseas (Mauritius) Limited, Airtel Africa Limited, Airtel Mobile Commerce Nigeria B.V., Airtel Mobile Commerce Congo B.V., Airtel Mobile Commerce (Seychelles) B.V., Airtel Mobile Commerce Madagascar B.V., Airtel Mobile Commerce Kenya B.V., Airtel Mobile Commerce Rwanda B.V., Airtel Mobile Commerce Malawi B.V., Airtel Mobile Commerce Uganda B.V., Airtel Mobile Commerce Tchad B.V, Airtel Mobile Commerce Zambia B.V. became Subsidiaries of the company. During FY 2018-19, Bharti Airtel Burkina Faso Holdings B.V., Africa Towers Services Limited, Tigo Rwanda Limited ceased to be subsidiaries of the company. During the FY 2019-20, the company has 1,133,591,075 equity shares of face value of Rs 5/- each on 24 May 2019 pursuant to Rights Issue aggregating to Rs 5,667,955,375. The company also allotted 9,70,668 equity shares of face value of Rs 5/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') and the Company and their respective shareholders and creditors, aggregating to Rs 4,853,340/- to the equity shareholders of TTML. The company also allotted 10, 10% fully paid-up redeemable, non-participating, noncumulative preference Shares of face value of Rs 100/- each on 26 July 2019, pursuant to scheme of arrangement between Tata Teleservices (Maharashtra) Limited (TTML') aggregating to Rs 1000/- to the Preference shareholders of TTML. The company also allotted 487, 10% fully paid-up redeemable, non-participating, non-cumulative preference shares of face value of Rs 100/- each on 26 July 2019, pursuant to composite scheme of arrangement among Tata Teleservices Limited (TTSL'), Bharti Hexacom Limited and the Company and their respective shareholders and creditors, aggregating to Rs 48,700 to equity share holders, CCPS holders and OCPS holder of TTSL. Further in the FY2020,the company also allotted 323,595,505 equity shares of face value of Rs 5/- each on 15 January 2020 pursuant to Qualified Institutions Placement aggregating to Rs 1,617,977,525. During the year 2020, the scheme of amalgamation between Bharti Digital, a wholly-owned subsidiary company and the Company became effective on May 29, 2019 pursuant to which Bharti Digital has been amalgamated with the Company. During the year 2020, the Company acquired consumer mobile business of TTML and TTSL under the TTML Scheme and TTSL Scheme, was made effective from July 01, 2019. The scheme of arrangement between the Company and Telesonic, a subsidiary company and their respective shareholders and creditors for the transfer of optical fibre cable business of the Company to Telesonic, has become effective on August 03, 2019. The Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated May 31, 2019 had sanctioned the Scheme of Amalgamation of Bharti Infratel Limited into and with Indus Towers Limited, which got filed with Registrar of Companies on November 19, 2020 i.e. the effective date of merger. Consequently, the Company's 53.51% shareholding in Bharti Infratel Limited was reduced to 36.73% in Indus Towers Limited (merged entity). On December 2, 2020 and December 28, 2020, the Company acquired an additional stake of 4.93% and 0.06%, respectively, in the Indus Towers Limited, merged entity, increasing its equity stake from 36.73% to 41.73%. Accordingly, the Company owns 41.73% stake in Indus Towers Limited as on March 31, 2021. As on March 31, 2021, Company had 108 subsidiaries, 7 associates and 6 joint ventures. During FY 2020-21, Airtel Limited, Airtel Mobile Commerce DRC B.V., Airtel Mobile Commerce Gabon B.V., Airtel Mobile Commerce Niger B.V., Airtel Money Kenya Limited, Network i2i (UK) Limited, The Airtel Africa Employee Benefit Trust, Airtel Digital Services Holdings B.V., Airtel Africa Services (UK) Limited became subsidiaries of the Company and Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited became Joint Ventures of the Company. During FY 2020-21, Africa Towers N.V., Indus Towers Limited (formerly known as Bharti Infratel Limited) and SmarTx Services Limited ceased to be subsidiaries and Seynse Technologies Private Limited ceased to be associate of the Company. Upon approval of Hon'ble National Company Law Tribunal and the Department of Telecommunications, the Composite scheme of arrangement between Bharti Airtel Limited, Bharti Airtel Services Limited, Hughes and HCIL Comtel Private Limited and their respective shareholders and creditors has become effective on January 04, 2022 and VSAT Undertaking of the Company and Bharti Airtel Services Limited stands transferred and vested into Hughes and HCIL Comtel Private Limited, respectively (on a going concern basis) by way of a slump sale with effect from January 04, 2022. The Board of Directors on April 14, 2021, had approved the Composite Scheme of Arrangement between the Company, Nettle Infrastructure Investments Limited, Airtel Digital Limited (ADL), Telesonic Networks Limited and Airtel Limited and their respective shareholders and creditors for amalgamation of Nettle Infrastructure Investments Limited, Airtel Digital Limited and Telesonic Networks Limited, wholly-owned subsidiaries with and into Bharti Airtel Limited and demerger of Telecom Business Undertaking of Bharti Airtel Limited and vesting of the same with Airtel Limited, its wholly-owned subsidiary on a going concern basis. As on March 31, 2022, Company had 108 subsidiaries, 7 associates and 6 joint ventures. During year 2021-22 Bharti Airtel Ghana Holdings B.V. Limited, Airtel Ghana Limited, Airtel Mobile Commerce (Ghana) Limited ceased to be Joint Venture Companies and Tanzania Towers Limited, Madagascar Towers S.A., Malawi Towers Limited ceased to be subsidiaries of the Company. During the financial year 2021-22, the Company acquired 33.33% stake in Hughes Communications India Private Limited. Further, it acquired 25% equity shares of Lavelle Networks Private Limited and accordingly, Hughes and Lavelle became associate companies of the Company during the financial year. During FY 2022-23, the amalgamations of wholly-owned subsidiaries, Nettle Infrastructure Investments Limited and Telesonic Networks Limited was made effective from February 1, 2023. Consequently, fiber assets held by Telesonic were allocated into the respective segments based on fiber ordered by various segments from Telesonic. The Company launched 5G network services in October, 2022. It launched digital financial services and a telco-first co-branded Axis Bank credit card. It acquired a strategic stake in Lemnisk (Immensitas Private Limited) under Airtel's Start-Up Accelerator Program. During the year 2022-23, Mawezi RDC S.A. became joint venture of the Company. Telesonic and Nettle ceased to be the wholly owned subsidiaries of the Company and Aban Green Power Private Limited ceased to be the associate company during 2022-23.

Bharti Airtel Ltd Directors Reports

Dear Members,

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

Bharti Airtel is a global communications solutions provider with more than 500 Mn customers in 17 countries across South Asia and Africa. It is one of the top three mobile operators globally with its networks covering more than two billion people. Airtel is India's largest integrated communications solutions provider and the second largest mobile operator in Africa. The Company offers a wide array of solutions to its retail customers including high-speed 4G/5G mobile broadband, Airtel Xstream Fiber offering speeds up to 1 Gbps with convergence across linear and on-demand entertainment, streaming services spanning music and video, digital payments, and financial services. For enterprise customers, Airtel provides secure connectivity, cloud and data center services, cyber security, IoT, Ad Tech and CPaaS (Airtel IQ), among others. The Company also has investments in tower infrastructure pertaining to telecom operations through its joint venture entity viz. Indus Towers Limited (‘Indus'). During FY 2022-23, the Company acquired an additional stake of 1.46% and accordingly, its shareholding in Indus stood at 47.95% as on March 31, 2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Upon the Scheme becoming effective:

a) 30,000 Rated, Listed, Unsecured, Guaranteed, Redeemable 5.35% Non-Convertible Debentures of the face value of H1,000,000 each of an aggregate principal amount of H30,000 Mn (NCDs) and 17,500,

5.35% Listed Commercial papers of H500,000 each (CPs) of an aggregate principal amount of H 8,750 Mn issued by Telesonic, have been transferred in the name of the Company.

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

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

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

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

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

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

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

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

a) CRISIL maintained the long term ratings at CRISIL AA+(Stable) and short-term ratings maintained at CRISIL A1+. b) India Ratings & Research Private Limited maintained Short-term ratings at IND A1+. c) Fitch Ratings revised the Outlook to BBB- (Stable). d) Moody's upgraded the rating to Baa3 (Stable). e) S&P maintained the rating at BBB- (Stable).

As on March 31, 2023, the Company has two Employee Stock Options (‘ESOP') schemes namely ‘Employee Stock Option Scheme – 2001' and ‘Employee Stock Option Scheme

– 2005' (collectively referred as ‘Schemes'). The ESOP schemes help in attracting and retaining talent and aligning long-term interest for the organisation. The HR & Nomination Committee administers and monitors the Company's ESOP schemes. Both the ESOP schemes are currently administered through Bharti Airtel Employees Welfare Trust (ESOP Trust), whereby shares held by the ESOP Trust are transferred to employees, upon exercise of stock options as per the terms of the Schemes.

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

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

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.

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

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

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

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

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

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the Notice of the 28^th AGM.

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

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

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

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

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Policy for determining material subsidiaries of the Company is also provided on the Company's website at https://s3-ap-southeast-1.amazonaws.com/bsy/iportal/ images/Policy-for-determining-Material-Subsidiaries-1_3C3 DACCD6AC67BF355A2231C3D434D64.pdf.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Board of Directors had appointed Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year ended March 31, 2023. The Secretarial Auditor has submitted their report, confirming, inter-alia, compliance by the Company of all the provisions of applicable corporate laws and does not contain any qualification, reservation, disclaimer or adverse remark.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company has established a robust framework for internal financial controls. It has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

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

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

The compliance owners certify the compliance status which is reviewed by compliance approvers and a consolidated dashboard is presented to the respective Business Leaders and the Managing Director & CEO. A certificate of compliance with all applicable laws and regulations along with the summary of material litigations and mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis. Additionally, the Company has centralised automated tool in place viz. Notice Management System to regularly monitor and update the regulatory notices.

Compliance requirements are independently reviewed during periodic internal audits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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;

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.

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

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

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

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