Bharti Airtel Ltd Directors Report

Dear Members,

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

Company Overview

Bharti Airtel is a global communication solutions provider, serving over 590 million customers in 15 countries across

India and Africa. The Company also has its presence in Bangladesh and Sri Lanka through its associate entities. The Company ranks amongst the top three mobile operators globally and its networks cover over two billion people. Bharti Airtel is Indias largest telecom solutions provider and the second largest mobile operator in Africa.

Bharti Airtels retail portfolio includes high speed 4G/5G mobile broadband, Airtel Xstream Fiber promises speeds up to 1 Gbps, seamlessly converging linear and on-demand entertainment, streaming services spanning music and video, digital payments and Airtel Finance. For enterprise customers, Airtel offers a gamut of solutions that includes secure connectivity, Cloud, Data Centres, Cyber Security,

IoT, and Cloud based communication. Within the diversified portfolio, the Company offers passive infrastructure services through its subsidiary, Indus Towers Limited.

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

Financial Highlights

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

			Standalone				Consolidated
Particulars		FY 2024-25		FY 2023-24		FY 2024-25		FY 2023-24
		E Mn	USD Mn	E Mn	USD Mn	E Mn	USD Mn	E Mn	USD Mn
Gross revenue		1,089,439	12,899	941,198	11,375	1,729,852	20,482	1,499,824	18,127
EBITDA before	exceptional	615,267	7,285	510,867	6,174	942,489	11,159	790,458	9,553
items
Cashprofit		472,479	5,594	378,029	4,569	736,703	8,723	607,739	7,345
Profit/ (Loss) before tax		178,644	2,115	71,161	860	383,985	4,546	126,790	1,532
Net income/ (Loss)		235,018	2,783	49,882	603	335,561	3,973	74,670	902

* 1 USD = C 84.46 exchange rate as on March 31, 2025. ** 1 USD = C 82.74 exchange rate as on March 31, 2024.

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

Reserves

During the year, the Company has not transferred any amount to General Reserve. As on March 31, 2025, the Reserves and

Surplus comprising General Reserve, Retained Earnings and Securities Premium Account stood at C1,084,632 million.

Share Capital

The authorised share capital of the Company as on

March 31, 2025 stood at C148,730,500,000 divided into 29,746,080,000 equity shares of face value of C5 each and 1,000 preference shares of face value of C100 each. During the FY 2024-25, the Company has allotted 47,018,242 fully paid-up equity shares of face value of C5 each at the applicable conversion price pursuant to conversion of

Foreign Currency Convertible Bonds (‘FCCBs) of principal value of USD 337.77 million in multiple tranches. Consequent to the aforesaid allotment, the paid-up share capital of the

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

March 31, 2025.

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

Dividend

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

100% dividend income (net of taxes) received from its subsidiary and associate companies. The Dividend Distribution Policy is available on the Companys website which can be accessed by clicking here.

The Board has recommended a final dividend of C16 (i.e. 320%) per fully paid-up equity share of face value of C 5/- each and a pro-rata final dividend ofC4/- per partly paid-up equity share of face value of C5/- each (paid-up value of C1.25/- each) for FY 2024-25, subject to approval of members at the ensuing Annual General Meeting. The proposed dividend payout based on the outstanding number of shares as on the date of this report, will amount to approx. C92,802.84 million. The record date for the purpose of payment of final dividend for the FY 2024-25, will be Friday, July 18, 2025.

In view of the applicable provisions of Income Tax Act,

1961, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

Subsidiary, Associate and Joint Venture Companies

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

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

(a) With effect from November 19, 2024, Indus Towers Limited (earlier a Joint Venture of the Company) became a subsidiary company under applicable Indian Accounting Standards consequent to change in composition of the Board of Directors of Indus

Towers Limited. As on March 31, 2025, Company holds 50.005% stake in Indus Towers Limited.

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

Airtel Lanka (Private) Limited ceased to be a subsidiary of the Company.

(c) Consequent to 74% investment in the equity share capital of OneWeb India Communications Private Limited (earlier, wholly owned subsidiary of the Company) by OneWeb Holdings Limited, OneWeb India

Communications Private Limited became an associate company in which Company holds 26% equity shares as on March 31, 2025.

(d) Nxtra Africa Data (Kenya) SEZ Limited, Nxtra Africa Data RDC S.A. and Airtel Mobile Management Services FZ-

LLC became subsidiaries, and Rventures plc, AxEnTec plc and SmartPay Limited became associate companies.

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

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

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

In addition to the above developments, Bharti Hexacom Limited, a subsidiary company successfully achieved the milestone of listing and trading of its equity shares on

National Stock Exchange of India Limited and BSE Limited effective from April 12, 2024.

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

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

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

The Policy for determining material subsidiaries of the Company can be accessed on the Companys website by clicking here. Details of material subsidiaries of the Company as per Regulation 16(1)(c) of SEBI Listing Regulations are disclosed in the ‘Report of Corporate Governance forming part of this Integrated Annual Report.

Board of Directors and Key Managerial Personnel

The Companys Board of Directors is an optimum mix of Executive, Non-Executive, Independent and Woman

Directors and conforms to the provisions of the Act, SEBI

Listing Regulations, FDI guidelines, terms of shareholders agreement and other applicable statutory provisions.

As on March 31, 2025, the Board comprised ten (10) directors, including a Chairman, a Vice Chairman & Managing Director, three (3) Non-Executive Non-Independent Directors and five (5) Independent Directors including two (2) Women

Independent Directors. The appointment/ re-appointment of all the directors of the Company is subject to periodic approval of the shareholders. The Company does not have any permanent Board seat.

Details of change in the Board of Directors during

FY 2024-25 and till the date of this report, are as under:

i. Board appointment, resignations etc.

During the FY 2024-25, following appointments/ reappointments were made by the Board of Directors on the recommendations of HR & Nomination Committee: a) Appointment of Justice (Retd.) Arjan Kumar Sikri (DIN: 08624055) as an Independent Director for a term of five consecutive years effective from June 01, 2024 upto May 31, 2029, upon approval of the members in the 29^th Annual General Meeting held on August 20, 2024. b) Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as Non-executive Director (liable to retire by rotation) w.e.f. October 28, 2024 in place of Mr. Rakesh Bharti Mittal (DIN: 00042494), Non-executive Director pursuant to the change in nomination by Bharti Telecom Limited. The appointment of Mr. Rajan Bharti Mittal was approved by the members by way of Postal Ballot on January 26, 2025.

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

The Board placed on record its sincere appreciation for the valuable contribution of Mr. Pradeep Kumar Sinha and Mr. Rakesh Bharti Mittal as directors of the Company. In the opinion of the Board, all the board members of the Company possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

ii. Leadership succession

Airtel has always upheld the highest standards of corporate governance, with a strong emphasis on succession planning to ensure business continuity and long-term value creation. In line with this objective, the

Board on the recommendations of HR & Nomination

Committee approved a well-structured succession and transition plan during the FY 2024-25 under which

Mr. Gopal Vittal was appointed as Vice Chairman in addition to being the Managing Director of the

Company with effect from October 28, 2024. To ensure a seamless leadership transition, Mr. Shashwat Sharma

(formerly, Chief Operating Officer), was named as CEO

Designate and will assume the role of Managing Director

& CEO effective January 01, 2026 upon requisite corporate approvals.

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

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

Pursuant to the applicable provisions of the Act,

Ms. Chua Sock Koong (DIN: 00047851), Non-executive

Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The Board, on the recommendation of the HR & Nomination Committee, recommended her re-appointment at the ensuing AGM.

Relevant details with respect to her experience, attributes, skills, directorships held in other companies and committee memberships, etc., as stipulated under

Regulation 36 of the SEBI Listing Regulations and

Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, form part of the Notice of ensuing AGM.

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

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

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

As on the date of this report, Mr. Gopal Vittal, Vice

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

Declaration by Independent Directors

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

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

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

Independent Directors.

Board Diversity and Policy on Directors appointment and remuneration

At Airtel, diversity and inclusion are recognised as key drivers of good governance and sustainable value creation. The Board firmly believes that diversity of background, gender, age, ethnicity, geography, expertise, knowledge, and perspectives etc., not only sharpens decision making but also fosters more resilient and forward looking governance. There is strong empirical data to suggest that there is a positive co-relation between diversity and company performance, further validating our commitment to inclusive leadership.

Reflecting this philosophy, Airtel continues to champion diversity and inclusion at the highest levels. Our Board comprises eminent, high-performing and diverse individuals with 30% Woman Directors and a broad mix of global and industry experiences.

In terms of the requirement of Section 178 of the Act and

SEBI Listing Regulations, the Company has in place a Board approved ‘Policy on Nomination, Remuneration and Board Diversity (‘Policy) on appointment and remuneration of directors, KMPs & Senior Management. The Policy includes, inter-alia, criteria for appointment of directors, KMPs, Senior

Management Personnel and other covered employees, their remuneration structure and disclosures in relation thereto. In terms of the Policy, the total rewards package for Vice

Chairman & Managing Director and relevant members of

Senior Management is linked to sustainability targets and long term performance of the Company. The deferred/ variable remuneration (including Long Term incentive) of KMPs and members of Senior Management including the Vice Chairman & Managing Director, is subject to malus/ clawback arrangements.

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

Board Evaluation

The Board, in consultation with HR & Nomination Committee, lays down a structured and robust framework - process, format, attributes, criteria and questionnaires for the performance evaluation of the Board, its Committees and individual directors including the Chairman and Managing Director, keeping in view the Board priorities and global best practices. To ensure integrity and objectivity, Bharti Airtel leverages the expertise of a leading independent consulting firm, which facilitates the online evaluation process. This approach not only brings external insights but also reinforces Airtels commitment to ensure continuous improvement in board processes and performance.

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

Familiarisation Programme for Board members

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

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

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

Board Committees and Meetings of the Board and Board Committees

In compliance with the statutory requirements and best practices, the Company has constituted various committees viz. Audit Committee, HR & Nomination Committee, Risk

Management Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and

Environmental, Social and Governance (ESG) Committee.

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

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

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

Auditors and Auditors Report

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

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

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

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (‘Deloitte) were re-appointed as the Statutory Auditors of the Company at the 27th AGM held on August 12, 2022, for a period of five years i.e. till the conclusion of 32^nd AGM. Deloitte have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the Act and Code of Ethics issued by the Institute of Chartered Accountants of India.

The Board has duly examined the Statutory Auditors Reports to the financial statements, which are self-explanatory. The clarifications, wherever necessary, have been included in the notes to financial statements section of this Integrated

Annual Report.

As regards the comments under para i(a) of the Annexure

B to the Independent Auditors Report regarding updation of quantitative and situation details relating to certain

verification of fixed assets to cover all the items over a period of three years, conducted physical verification of fixed assets during the quarter ended March 31, 2025. The Company, in order to keep the network up and running, moves network equipments from one site location to another on urgent basis to ensure that its network is running seamlessly, for each movement situation is later updated in Fixed Assets Register. As regards the comments under para i(b) of the Annexure B to the Independent Auditors Report regarding no physical verification of customer premises equipment, bandwidth and optic fiber cable due to their nature or location; the customer premises equipment are located at subscribers premises and physical check of the equipment is generally not possible. Additionally, bandwidth and optic due to their nature and location is not practically feasible to physically verify.

As regards the comments under para i(c) of the Annexure B to the Independent Auditors Report regarding transfer of title deed in the name of the Company, the ownership and physical possession of these properties are lying with the Company. The mutation of title deeds or transfer of conveyance deed are pending in the name of the Company.

As regards to the comments under para ix(d) of the Annexure

B to the Independent Auditors Report regarding fund raised on short term basis used for long term purpose, the Company has used such funds as bridge financing and is able to generate sufficient funds from long term sources to meet the working capital requirement.

Internal Auditors and Internal Assurance Partners

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

These elements of the control environment are periodically tested and reviewed by Companys Internal Assurance

Group (‘IAG) which is led by the Chief Internal Auditor and ably supported by reputed independent professional firms i.e. Ernst & Young LLP, Chartered Accountants and ANB & Co., Chartered Accountants as the Internal Assurance

Partners. The combination of in-house team and independent external experts ensures objectivity of audit process as well as effective value addition and protection.

IAG provides assurance regarding the adequacy and operation of internal controls and processes vide well established internal audit framework. The audits are based on an internal audit plan, which is derived from a bottoms-up risk assessment and directional inputs from the Audit Committee in consultation with the IAG. The Audit Committee oversees the scope and coverage of the audit plan and evaluates the overall results of these audits during the quarterly Audit Committee meetings. These audits are based on risk based methodology and, inter-alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances.

The Internal Assurance Partners share their findings on an ongoing basis for corrective action.

The Board, on the recommendation of the Audit Committee, had re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered Accountants as the Internal Assurance Partners for FY 2025-26.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year ended March fiber cable 31, 2025. Chandrasekaran Associates have submitted the Secretarial Audit Report for FY 2024-25, confirming, inter-alia, compliance of all the provisions of applicable corporate laws by the Company and the report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure A of this Report.

Further, in term of Regulation 24A of SEBI Listing Regulations as amended, every listed company has been mandated to appoint Secretarial Auditor for a fixed term of five years (extendable to another term of five years), with the approval of members in the Annual General Meeting. While Regulation

24A allows the existing Secretarial Auditor to continue for two term of five years each, notwithstanding its association with the Company prior to April 01, 2025, the Company, in line with its commitment to follow best corporate governance practice and ensuring auditors independence and objectivity, decided for a voluntarily rotation of its existing Secretarial Auditors. Accordingly, the Audit Committee and the Board have recommended the appointment of Makarand M. Joshi & Co, Company Secretaries (‘MMJC) as Secretarial Auditors of the Company for a term of five consecutive year i.e. from FY 2025-26 to FY 2029-30, subject to approval of the members in the ensuing Annual General Meeting in compliance of Regulation 24A of SEBI Listing Regulations.

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

Cost Auditors and Cost Records

The Board, on the recommendation of the Audit Committee, had appointed Sanjay Gupta & Associates, Cost Accountants (‘SGA), as Cost Auditors, for the financial year ending March 31, 2025. The Cost Auditors will submit their report for FY 2024-25 within the timeframe prescribed under the Act. Cost Audit report for the FY 2023-24 did not contain any qualification, reservation, disclaimer or adverse remark.

Further, the Company has duly maintained the cost records as prescribed by the Central Government under Section

148(1) of the Act.

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

In accordance with the provisions of Section 148 of the

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

It may be noted that none of the Auditors of the Company have reported any fraud under Section 143(12) of the Act, and therefore, no details are required to be disclosed under

Section 134(3)(ca) of the Act during the year under review.

Capital Market Ratings

During the year ended March 31, 2025, the Company was rated by three domestic rating agencies namely CRISIL,

CARE, India Ratings & Research Private Limited; and three international rating agencies namely Fitch Ratings, Moodys and S&P, which are as under: a) CRISIL revised its outlook on the long-term facilities from ‘Stable to ‘Positive while maintaining the rating at

‘CRISIL AA+. Further, the short term rating is maintained at ‘CRISIL A1+. b) CARE assigned ‘CARE AAA (Stable) for long term facilities and ‘CARE A1+ for short term facilities. c) India Ratings & Research Private Limited maintained Short-term ratings at ‘IND A1+. d) Fitch Ratings maintained the rating at ‘BBB- (Stable). e) Moodys revised its outlook from ‘Stable to ‘Positive while maintaining the rating at ‘Baa3. f) S&P revised its outlook from ‘Stable to ‘Positive while maintaining the rating at ‘BBB-.

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

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

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

Report on Corporate Governance.

Employee Stock Option Plans

The Company has instituted a robust and well-governed

Long-Term Incentive (‘LTI) framework that reinforces a culture of ownership, enable the Company to retain best-in-class talent in a competitive environment and aligns employee performance with Airtels long-term strategic goals and shareholder interests.

As part of LTI framework, the Company has two Employee

Stock Options (‘ESOP) schemes in place namely ‘Employee Stock Option Scheme - 2001 and ‘Employee Stock Option Scheme - 2005 (collectively referred as ‘Schemes) which are administered and monitored by HR & Nomination Committee and implemented through Bharti Airtel Employees Welfare

Trust. Based on robust performance management process, the ESOPs to eligible employees are granted with vesting linked to parameters as decided by HR & Nomination

Committee from time to time.

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

The Schemes comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP

Regulations) and there was no material change in the

Schemes during the year under review. The certificate from

Chandrasekaran Associates, Company Secretaries, certifying that the Schemes are implemented in accordance with the ESOP Regulations and resolutions passed by the members from time to time, shall be available for inspection by the members in electronic mode during the AGM.

Pursuant to the provisions of ESOP Regulations, a disclosure with respect to Schemes of the Company as on March 31,

2025, is available on the Companys website at https://www. airtel.in/about-bharti/equity/results. The periodic disclosures made by the Company, giving details of grant of ESOPs as approved by HR & Nomination Committee along with vesting schedules and exercise period etc., are also available at https://www.airtel.in/about-bharti/equity/shares/stock-exchange-submissions.

Sustainability Journey

The Board remains deeply committed to the Environmental,

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

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

At Airtel, we are focused on creating meaningful impact by enhancing connectivity, reducing our carbon footprint while achieving cost efficiencies, and driving transformative social initiatives to uplift the lives of children and youth through

Bharti Airtel Foundations proactive implementation and support of quality education and skill development programs. Bharti Airtel is dedicated to digitally connecting the entire nation. In line with this commitment, the Company successfully rolled out 5G across India this year. As of now, our network covers 97% of the population in 7,918 Census towns as well as 814,066 non-Census towns and villages. Through strategic network investments, the Company has expanded connectivity to some of Indias most remote regions. As part of the Rural Expansion Programme, we made rapid strides in expanding high-quality, affordable connectivity to underserved regions through the deployment of 44,564 sites across 90,995 villages over 3 years. Bharti Airtel remains dedicated to expanding 4G and 5G connectivity in underserved regions to foster greater digital inclusion. Bharti Airtel is fully committed to the Paris Accord goal of limiting global temperature rise to below 1.5?C. To support this, the Company has in place validated Science Based

Targets to reduce emissions by 50.2% from our operations and 42% across our value chain by 2031.

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

Bharti Airtel is ISO 45001 certified, demonstrating our commitment to employee well-being and safety, as evidenced by the successful completion of surveillance audits. The diversity and inclusion initiatives led to a growth in the women workforce by 66.67% from FY 2023-24 and the Company has increased average hours of training by 97% and total training expenditure by 38.5% from FY 2023-24. Bharti

Airtel continues to drive social impact through educational initiatives under the Bharti Airtel Foundation having reached over 3.2 million children across 36,657 schools. Our work with the Bharti Airtel Foundation to improve rural education in India was featured in the GSMAs SDG Impact Report.

The Company is part of the World Economic Forums

Alliance of CEO Climate Leaders of India, which is driving progress in three key areas: decarbonising materials and supply chains, advancing Indias hydrogen economy, and developing sustainable models to protect old forests and promote afforestation.

Bharti Airtel is a member of the Joint Alliance for CSR

(JAC) a global initiative led by major telecom operators to advance sustainability and corporate social responsibility across the ICT supply chain. JAC promotes standardised CSR audits, transparency, and improvements in human rights, environmental impact, and ethical sourcing to improve supply chain sustainability. The Company has initiated the journey towards automation by adopting digital platforms for prioritised datasets, both internal and for our value chain. As an early adopter of GSMAs ESG Metrics framework, the Company has been benchmarked against global peers in a study by GSMA Intelligence, which assesses telecom performance across four key areas: environment, digital inclusion, digital integrity, and responsible procurement.

Since the frameworks launch in 2023, our disclosures have highlighted our commitment to sustainability leadership.

In parallel, through our continued engagement with the

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

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

Corporate Social Responsibility

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

Bharti Airtel has been a pioneer in driving impactful

CSR initiatives. Bharti Airtel Foundation (formerly, Bharti Foundation), the philanthropic arm of Bharti Enterprises, was established in the year 2000, with the objective of transforming the lives of children and youth to help them achieve their potential by proactively implementing and supporting programs for quality education and skill development. As a key partner for undertaking development programs for Bharti Airtel and its subsidiaries/ joint ventures,

Bharti Airtel Foundation acts as an institutionalised body towards uplifting communities by supporting holistic education programs, with an enhanced focus on digital inclusion and fostering community development.

In terms of Section 135 of the Act, the Company made a CSR contribution of C472.82 million during the FY 2024-25.

Additionally, the Company has also contributed C14 million to various other charitable institutions.

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

The above CSR contributions reflect Companys unwavering commitment to pursue socio-economic and cultural objectives for benefit of the society at large. A detailed update on the CSR initiatives of the Company is provided in the ‘Corporate Social Responsibility section of this Integrated Annual Report.

CSR Committee is in place in terms of Section 135 of the Act. The details of CSR Committee including composition, terms of reference etc. are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining, inter-alia, CSR philosophy of the Company. The said policy can be accessed on Companys website by clicking here.

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

Integrated Reporting

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

Business Responsibility & Sustainability Report

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report (‘BRSR) on initiatives taken from an environmental, social and governance perspective in the prescribed format, along with the assurance statement on BRSR Core issued by an

Independent third party firm namely DNV Business Assurance

India Private Limited, is available as a separate section of this Integrated Annual Report and on the Companys website viz. https://www.airtel.in/about-bharti/equity/results/annual-results.

Corporate Governance

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

A detailed Report on Corporate Governance covering highlights of such progressive governance practices, pursuant to the requirements of Regulation 34 of the SEBI Listing Regulations, forms part of this Integrated Annual Report.

A certificate from Deloitte Haskins & Sells LLP, Chartered

Accountants, the Statutory Auditors of the Company, confirming compliance of conditions of Corporate

Governance during FY 2024-25, as stipulated under the SEBI

Listing Regulations, is annexed as Annexure C of this Report.

Management Discussion and Analysis Report

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

Risk Management

At the heart of our strategy lies a strong commitment to risk management, deeply woven into our operating framework.

We believe that risk resilience is not just a safeguard but a catalyst for sustainable growth and business continuity. To that end, weve adopted a comprehensive, enterprise-wide

Risk Management Framework that provides a structured, proactive approach to identifying, assessing, mitigating, and monitoring key strategic risks across the organisation. This includes a spectrum of risks including sectoral risk, privacy & data security risk, cybersecurity risk, climate change risk etc. The framework emphasises developing targeted response plans for each critical risk, ensuring that they are effectively managed through robust action plans. As the business environment continues to evolve, the Company regularly reviews and refines the adequacy and effectiveness of its Risk Management Framework to stay ahead of potential challenges and capitalise on new opportunities.

The Company has in place a separate Risk Management Committee, chaired by an Independent Director, to, inter-alia, formulate, review and oversee the implementation of Risk

Management Framework, determination of Companys risk appetite and regularly monitor the risk assessments and risk mitigation strategies (risk identification, risk quantification and risk evaluation) etc. The composition, formal Charter of the Committee and attendance at its meetings held during the year, are provided in the Report on Corporate Governance.

The Chief Risk Officer is responsible for assisting the Risk

Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

Detailed update on Risk Management Framework (including Risk Governance; Risk Identification and prioritisation process; key strategic risks and impact thereof; and mitigation actions etc.) has been given under ‘Risk and mitigation framework section of this Integrated Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Controls and their adequacy

The Company has established a robust framework for internal financial controls. It has put in place adequate systems of internal financial control commensurate with the size, scale and complexity of its operations. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of Companys assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records etc.

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

In addition to the above, Deloitte Haskins & Sells LLP,

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

Compliance Management

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

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

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

This technology-enabled, process-driven approach reflects

Companys commitment to fostering a culture of accountability, transparency, and continuous compliance excellence.

Other Statutory Disclosures

Vigil Mechanism

The Company has adopted a Vigil Mechanism/ Whistle

Blower Policy forming part of Code of Conduct of the Company, which covers all stakeholders of the Company.

The said policy defines the framework and procedure for stakeholders to voice genuine concerns about unethical conduct that may be an actual or threatened breach with the Companys Code of Conduct. The policy aims to ensure that genuine complainants are able to raise their concerns in full confidence, without any fear of retaliation or victimisation and also allows for anonymous reporting of complaints. The

Code of Conduct covering Vigil Mechanism/ Whistle Blower

Policy, is available on the Companys website which can be accessed by clicking here.

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

Prevention of Sexual Harassment at Workplace

In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has adopted a detailed policy and constituted Internal Complaint Committees for providing redressal mechanism pertaining to any reported event of sexual harassment of employees at workplace. The Companys policy on prevention of sexual harassment

(POSH Policy) is available on its website which can be accessed by clicking here.

Further, details regarding the policy, including the details of the complaints received and disposed-off during the year, are provided in the Report on Corporate Governance and

Business Responsibility & Sustainability Report, which form part of this Integrated Annual Report.

Annual Return

In terms of Section 92(3) read with Section 134(3(a) of the

Act and rules thereto, the Annual Return of the Company in

Form MGT-7 for the financial year ended on March 31, 2025 is available on the Companys website at https://www.airtel. in/about-bharti/equity/results. The Annual Return will be electronically submitted to the Registrar of Companies within the timelines prescribed under the Act.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and SEBI Listing Regulations, the Company extends financial assistance in the form of investment, loan, guarantee etc. to its subsidiaries, from time to time in order to meet their business requirements. Particulars of investments, loans and guarantees form part of Note nos. 7, 9 and 22, respectively to the standalone financial statements provided in this Integrated Annual Report. The Company is in the business of providing telecommunication services which is covered under the definition of ‘infrastructure facilities in terms of Section 186 read with Schedule VI of the Act.

Deposits

During the financial year, the Company did not accept any deposits, including from public under Chapter V of the Act.

Further, no amount of principal or interest was outstanding as on the balance sheet closure date.

Related Party Transactions

The Company has put in place a comprehensive and well-defined governance framework for overseeing related party transactions (‘RPTs). The framework reflects the Companys commitment to transparency, fairness, and safeguarding stakeholder interests. All RPTs are subject to an in-depth review and pre-certification by leading independent global valuation/ accounting firms to ensure that the proposed terms of RPTs strictly adhere to arms length principles and are consistent with best market practices.

The Audit Committee plays a pivotal role in the RPT governance process. It relies on the certifications and detailed analysis provided by the independent valuation and accounting firms and conducts an in-depth evaluation of the proposed transaction terms before granting its approval.

The representatives of valuation/ accounting firm(s) are available to address the queries of Audit Committee members, reinforcing the objectivity and independence of the review process.

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

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

During the FY 2024-25, the Company had entered into material related party transaction with Indus Towers Limited, subsidiary company as per Section 188 of the Act and rules made thereunder. Necessary disclosure in form AOC-2 in this regard is given in Annexure D of this Report. Further, all arrangements/ transactions entered into by the Company with its related parties during the year under review, were in the ordinary course of business, on arms length terms and were not in any way prejudicial to the interest of its minority shareholders. The Company or any of its subsidiary has not extended any financial assistance to promoter or promoter group entities which has been written off during last three years.

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

A detailed note on energy conservation, technology absorption and foreign exchange earnings & outgo as required under Section134(3) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as

Annexure E of this Report.

Bharti Airtel Limited

Particulars of Employees

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

Change in the Nature of Business

There was no change in nature of the business of the

Company during the financial year ended on March 31, 2025

Significant and Material Orders

During the FY 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

Proceeding under Insolvency and Bankruptcy

Code, 2016

There were no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy

Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2025.

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

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

Directors Responsibility Statement

Pursuant to Section 134 of the Act, the directors, to the best of their knowledge and belief, confirm that: a) 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 of the Company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety etc. are provided under various Capitals and Business Responsibility & Sustainability

Report, form part of this Integrated Annual Report. The Environment, Health and Safety Policy and Human Rights Policy, are available on the Companys website at https:// www.airtel.in/sustainability-file/embedding-sustainability.

Compliance of Secretarial Standards

During FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to ‘Meetings of the Board of Directors and ‘General Meetings issued by the Institute of Company

Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.

Acknowledgements

The Board wishes to place on record their appreciation to the Department of Telecommunications (‘DoT), the Central

Government and State Governments in India, Governments of Bangladesh and Sri Lanka and 14 countries in Africa, Companys bankers and business associates, for their assistance, cooperation and encouragement extended to the Company.

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

For and on behalf of the Board

Sunil Bharti Mittal

Date: May 13, 2025 Chairman Place: New Delhi DIN: 00042491