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 financialstatements as per Indian Accounting Standards and other applicable laws for FY 2025-26. Key highlights of the financialstatements for FY 2025-26 and FY 2024-25, are as follows:
Standalone
Consolidated
Particulars
FY 2025-26
FY 2024-25
J Mn.
USD Mn.*
USD Mn.#
Gross revenue
1,214,927
13,749
1,089,439
12,899
2,109,728
23,875
1,729,852
20,482
EBITDA before exceptionalitems
711,948
8,057
615,267
7,285
1,212,676
13,724
942,489
11,159
Cash profit from operations
572,084
6,474
472,479
5,594
999,818
11,315
736,703
8,723
Profit/ (Loss) before tax
194,455
2,201
178,644
2,115
451,727
5,112
383,985
4,546
Net Income/ (Loss)A
137,445
1,555
235,018
2,783
266,952
3,021
335,561
3,973
* 1 USD = H88.36 exchange rate as on March 31,2026.
# 1 USD = H84.46 exchange rate as on March 31,2025.
A Consolidated numbers are net-off NCI share.
The financial results and the results of operations, including major developments, have been further discussed in detail inthe 'Management Discussion and Analysis Report'.
Your Board of Directors ('Board') is pleased to present the31st Report on the business and operations of Bharti AirtelLimited ('Bharti Airtel' or 'Airtel' or 'Company') along withaudited financial statements for the financial year endedMarch 31, 2026.
Company Overview
Bharti Airtel is a global communications solutions providerwith nearly 666 million customers in 15 countries acrossIndia and Africa. The Company also has its presence inBangladesh and Sri Lanka through its associate entities.The Company is ranked second amongst mobile operatorsglobally and its networks cover over two billion people.Bharti Airtel is India's largest integrated communicationssolutions provider and the second largest mobileoperator in Africa.
The Company's retail portfolio includes high-speed 4G/5Gmobile, Wi-Fi (FTTH FWA) that promises speeds up to
Reserves
During the year, the Company has not transferred anyamount to General Reserve. As on March 31, 2026, theReserves and Surplus comprising General Reserve,Retained Earnings, Securities Premium Account, Share-Based Payment Reserve and Capital Reserve stood atH 1,251,779 million.
Share Capital
The authorised share capital of the Company as on March31, 2026, was H 148,730,500,000 divided into 29,746,080,000equity shares of H 5 each and 1,000 preferenceshares of H 100 each.
1 Gbps with convergence across linear and on-demandentertainment, video streaming services, digital paymentsand financial services. For enterprise customers, Bharti Airteloffers a gamut of solutions that includes secure connectivity,cloud and data center services, cyber security, loT and cloud-based communication.
Bharti Airtel's digital arm, Xtelify, empowers telcosglobally to leverage the power of AI, data and technologyto accelerate their digital transformation and drivegrowth. Xtelify also offers Airtel Cloud in India enablingenterprises with a sovereign, telco-grade cloud platformthat guarantees secure migration, effortless scaling, lowercosts and no vendor lock-ins. Within its diversified portfolio,Airtel also offers passive infrastructure services through itssubsidiary, Indus Tower Limited.
To read more about Company's business segments, pleaserefer to 'Airtel at a Glance' section on page 06 of thisIntegrated Annual Report.
Further, the paid-up equity share capital of the Companyas on March 31, 2026, was H 30,467,799,900 divided into6,093,282,313 fully paid-up equity shares of H 5 each and1,110,668 partly paid-up equity shares of H 5 each (paid-upvalue of H 1.25 per share).
Dividend
In compliance with provisions of Regulation 43A of theSEBI Listing Regulations, the Company has in place theDividend Distribution Policy ('Dividend Policy'), which setsout the parameters and circumstances to be consideredby the Board in determining the amount of distribution ofdividend to its shareholders and/ or the utilisation of the
retained profits of the Company. As per the Dividend Policy,the Company aims to distribute 100% dividend income(net of taxes) received from its subsidiary and associatecompanies to its shareholders. The Dividend Policy isavailable on the Company's website which can be accessedby clicking here.
Subject to approval of members at the ensuing AnnualGeneral Meeting ('AGM'), the Board has recommended afinal dividend for FY 2025-26 of H 24 (i.e. 480%) per fullypaid-up equity share of face value of H 5 each and a pro¬rata final dividend of H 6 per partly paid-up equity shareof face value of H 5 each (paid-up value of H 1.25 each), onwhich call money remains unpaid. The proposed dividendpayout based on the outstanding number of shares as onthe date of this report, will be approx. H 146,245.44 million.
The record date for the purpose of payment of final dividendfor the FY 2025-26, will be Friday, July 24, 2026.
In view of the applicable provisions of Income Tax Act,1961, dividend paid or distributed by the Company shall betaxable in the hands of the shareholders. Your Companyshall, accordingly, make the payment of the final dividendafter deduction of tax at source.
For further details related to TDS on dividend, please referto the Notes to Notice of the AGM.
Subsidiary, Associate and Joint VentureCompanies
As on March 31, 2026, your Company has 147 subsidiariesand 20 associate and joint venture entities.
The following key developments took place with regardto subsidiaries, associates and joint venture companiesduring the year:
(a) Airtel Money Limited and Nxtra Vizag Limited wereincorporated as subsidiary companies on July 08,2025 and November 28, 2025, respectively.
(b) Indus Towers FZE, Indus Towers Investment FZE, IndusTowers Management FZE, Indus Towers VenturesFZE, Indus Infra Uganda Limited, Indus TowersInfra Zambia Limited and Indus Towers NigeriaLimited, became subsidiary companies during thefinancial year 2025-26.
(c) AMPIN Energy C&I Sixteen Private Limited and AMPEnergy C&I Thirty Private Limited, became associatecompanies during the financial year 2025-26.
Pursuant to Section 129(3) of the Act, read with Rule 5 ofCompanies (Accounts) Rules, 2014, a statement containingsalient features of financial statements of subsidiaries,associates and joint ventures as per applicable accountingstandards in the prescribed Form AOC-1, is annexed tothe consolidated financial statements of the Companywhich forms part of this Integrated Annual Report. Thesaid statement also provides details of performance and
financial position of each subsidiary, associate and jointventure and their contribution to the overall performanceof the Company.
In terms of the requirement of Section 136 of the Act, thefinancial statements of each of the subsidiary companiesare available on the Company's website and can beaccessed by clicking here.
The audited financial statements of each subsidiary,associate and joint venture companies are available forinspection at the Company's registered office. The physicalcopies of annual financial statements of the subsidiary,associate and joint venture companies will also be madeavailable to the members of the Company upon request.
The Policy for determining material subsidiaries of theCompany can be accessed on the Company's websiteby clicking here. Details of material subsidiaries ofthe Company as per Regulation 16(1)(c) of SEBI ListingRegulations are disclosed in the 'Report of CorporateGovernance' forming part of this Integrated Annual Report.
Board of Directors and Key ManagerialPersonnel
The Company's Board is an optimum mix of Executive,Non-executive, Independent and Woman Directorsand conforms to the provisions of the Act, SEBI ListingRegulations, FDI guidelines, terms of shareholders'agreement and other applicable statutory provisions.
As on March 31, 2026, the Board comprised twelve(12) directors, including a Chairman, an Executive ViceChairman, a Managing Director & CEO (Airtel India),three (3) Non-executive Non-independent Directors andsix (6) Independent Directors including two (2) WomanIndependent Directors. The appointment/ re-appointmentof all the Board members of the Company is subject toperiodic approval of the shareholders. The Company doesnot have any permanent Board seat.
Details of changes in the Board and Key ManagerialPersonnel during FY 2025-26 and till the date of thisreport are as under:
The Company continues to uphold the higheststandards of corporate governance with a strongfocus on leadership development and successionplanning to ensure continuity, stability and long-termvalue creation.
As reported in the previous year, the Board hadapproved a structured leadership succession planin October 2024, under which Mr. Gopal Vittal wasappointed as Vice Chairman in addition to being theManaging Director of the Company and Mr. ShashwatSharma was appointed as CEO Designate to preparefor his role as Managing Director & CEO (Airtel India).
During the year under review, the HR & NominationCommittee and the Board closely monitoredthe transition process and noted its successfulimplementation. Accordingly, based on therecommendations of the HR & Nomination Committee,the Board, at its meeting held on December 18, 2025,approved the appointment of Mr. Gopal Vittal asExecutive Vice Chairman (in the category of Whole¬time Director) and Mr. Shashwat Sharma as ManagingDirector & CEO (Airtel India) for a period of five yearswith effect from January 1, 2026, subject to theapproval of the shareholders. The said appointments,together with the related remuneration proposals,were approved by the shareholders through PostalBallot on February 1, 2026.
In addition to the above, Mr. Soumen Ray [earlier, ChiefFinancial Officer (India & South Asia)] was appointedas Group Chief Financial Officer, Mr. Akhil Garg (earlier,Financial Controller) was appointed as Chief FinancialOfficer (Airtel India) and Mr. Rohit Krishan Puri (earlier,Joint Company Secretary & Compliance Officer)was appointed as Company Secretary & ComplianceOfficer of the Company, with effect from January 1,2026. Further, Mr. Shashwat Sharma, Mr. Akhil Garg(w.e.f. January 1, 2026) and Mr. Rohit Krishan Puri areKey Managerial Personnel under Section 203 of theAct, in place of Mr. Gopal Vittal, Mr. Soumen Ray andMr. Pankaj Tewari, respectively.
The Board, upon recommendation of the HR &Nomination Committee, appointed Mr. Dinesh KumarKhara as an Independent Director for a term of fiveconsecutive years effective November 3, 2025 uptoNovember 2, 2030. The appointment of Mr. DineshKumar Khara was approved by the shareholdersthrough Postal Ballot on February 1, 2026.
Further, Ms. Tan Yong Choo was appointed as analternate director to Ms. Chua Sock Koong, Non¬executive Director for the purpose of attending theBoard Meeting of the Company held on November 3,2025 and had ceased to be an alternate director withthe conclusion of the aforesaid Board Meeting.
In addition to the above, Ms. Nisaba Godrej will becompleting her present term as an IndependentDirector of the Company on August 3, 2026. On therecommendation of the HR & Nomination Committeeand subject to the approval of the shareholders,the Board has approved her re-appointment asIndependent Director for a further term of fiveconsecutive years w.e.f. August 4, 2026 upto August3, 2031. Ms. Godrej fulfils the conditions specifiedunder the Act and the SEBI Listing Regulations andis independent of the management. Accordingly,the Board recommends her re-appointment, for theapproval of the members.
Pursuant to the applicable provisions of the Act,Mr. Gopal Vittal, Executive Vice Chairman and Mr. TaoYih Arthur Lang, Non-executive Director, will retire byrotation at the ensuing AGM and being eligible, haveoffered themselves for re-appointment. The Board, onthe recommendation of HR & Nomination Committee,recommended their re-appointment for approval ofthe members, at the ensuing AGM.
In the opinion of the Board, all the Directors, includingthe Independent Directors, possess the requisitequalifications, experience, expertise, proficiency and holdhigh standards of integrity.
Relevant details with respect to experience, attributes,skills, directorships held in other companies andcommittee memberships etc. of the Directors proposedto be re-appointed at the ensuing AGM, as stipulatedunder Regulation 36 of the SEBI Listing Regulations andSecretarial Standard on General Meetings issued by theInstitute of Company Secretaries of India, form part ofthe Notice of AGM.
A detailed disclosure on other directorships, committeememberships, age, tenure on the Board, shareholding, areaof expertise/ skills etc. of Board members, forms part of the'Board of Directors' section of this Integrated Annual Report.
Pursuant to Section 149(7) of the Act, the Company hasreceived declarations from all Independent Directorsconfirming that they meet the criteria of independenceas specified in Regulation 16(1)(b) of the SEBI ListingRegulations and Section 149(6) of the Act, as amended, readwith rules framed thereunder. In terms of Regulation 25(8)of the SEBI Listing Regulations, the Independent Directorshave confirmed that they are not aware of any circumstanceor situation which exists or may be reasonably anticipatedthat could impair or impact their ability to dischargetheir duties with an objective independent judgementand without any external influence and that they areindependent of the management.
The Independent Directors have also confirmed that theyhave complied with the Company's Code of Conduct andthat they are registered on the databank of IndependentDirectors maintained by the Indian Institute of CorporateAffairs. They have also confirmed that they are not debarredfrom holding the office of director under any SEBI order orany other such authority.
The Board of Directors of the Company have taken on recordthe aforesaid declaration and confirmation submitted bythe Independent Directors.
At Bharti Airtel, diversity and inclusion are recognised asimportant enablers of effective governance and sustainable
value creation. The Board believes that diversity of gender,age, ethnicity, geography, expertise, knowledge, skills andperspectives enriches discussions, enhances decision¬making and strengthens the Company's ability to addressevolving opportunities and challenges. The Companyremains committed to fostering diversity and inclusionat the highest levels of leadership and governance. OurBoard comprises eminent, high-performing and diverseindividuals with 25% Woman Directors and a broad mix ofglobal and industry experiences.
Pursuant to the provisions of Section 178 of the Act andthe SEBI Listing Regulations, the Company has in place aBoard-approved 'Policy on Nomination, Remuneration andBoard Diversity' ('Policy'), which sets out the frameworkfor appointment, remuneration and succession planningof Directors, Key Managerial Personnel ('KMPs'), SeniorManagement Personnel and other covered employees.The Policy also lays down the criteria for determiningqualifications, positive attributes, independence anddiversity of Directors.
In line with the Company's long-term value creationobjectives, the total remuneration of the Executive ViceChairman, the Managing Director & CEO (Airtel India)and relevant members of Senior Management is linked tosustainability targets and long-term performance of theCompany. Further, the deferred/ variable remuneration(including Long Term incentive) of KMPs and members ofSenior Management including the Executive Vice Chairmanand the Managing Director & CEO (Airtel India), is subject tomalus/ clawback arrangements.
The latest version of the Policy can be accessed on theCompany's website by clicking here.
The Board, in consultation with the HR & NominationCommittee, has established a well-defined frameworkfor the annual evaluation of its own performance, as wellas that of its Committees and individual Directors. Theevaluation framework comprises a structured process,comprehensive set of evaluation criteria/ questionnairesand is periodically reviewed to ensure continued alignmentwith the Board's priorities, regulatory expectations andglobal best practices. To enhance the objectivity andeffectiveness of the evaluation process, the Companyengages a leading independent consulting firm to facilitatethe evaluation exercise.
A detailed disclosure on the performance evaluationframework, including the evaluation approach, process,criteria, key outcomes and actions taken pursuantto the previous year's evaluation, is provided in theReport on Corporate Governance forming part of thisIntegrated Annual Report.
The Company has adopted a comprehensive familiarisationframework for its directors, comprising a structuredinduction program at the time of joining as well as ongoing
familiarisation initiatives throughout their tenure. Theprogram enables directors to gain an understanding of theCompany's business, operations, products and services,governance framework, culture, strategic priorities and theindustry in which it operates. Directors also gain first-handinsights into the Company's business through interactionswith customers and other stakeholders, as well as visits toAirtel outlets and operational facilities, wherever relevant.
In addition to the induction program, the Companyperiodically presents updates at the Board and Committeemeetings to familiarise the directors with Company'sstrategy, business performance, digital ecosystem, productofferings, finance, risk management framework, humanresources and other key matters.
A detailed note on the familiarisation program adopted bythe Company for orientation and training of the directors,is provided in the Report on Corporate Governance whichforms part of this Integrated Annual Report.
In compliance with the statutory requirements andbest practices, the Company has constituted variouscommittees viz. Audit Committee, HR & NominationCommittee, Risk Management Committee, Stakeholders'Relationship Committee, Corporate Social ResponsibilityCommittee and Environmental, Social and Governance(ESG) Committee.
Apart from the above Committees, the Company hasalso formulated operating committees viz. Committee ofDirectors etc. Additionally, other special committees havealso been constituted for special purposes/ transactions.
During the year under review, all the recommendations ofthe Board Committees, including the Audit Committee,were accepted/ considered by the Board.
The Board met five times during FY 2025-26. A detailedupdate on the Board and its composition, governanceof various Board Committees including their detailedcharters and terms of reference, number of Board andCommittee meetings held during the year and attendanceof the directors thereat etc., is provided in the Reporton Corporate Governance which forms part of thisIntegrated Annual Report.
Other significant developments during theperiod from April 1, 2025 upto the date ofthis report
During the year, the Board of the Company, approved theFirst and Final Call of H 401.25 per partly paid-up equityshare (comprising H 3.75 towards face value and H 397.50towards securities premium) in respect of 392,287,662partly paid-up equity shares. The First and Final Call waspayable between March 2, 2026 and March 16, 2026 (bothdays inclusive). Pursuant thereto, the Company received an
aggregate amount of H 15,695.98 Crore towards the Firstand Final Call on 391,176,994 partly paid-up equity shares.Accordingly, such 391,176,994 shares were converted intofully paid-up equity shares of face value of H 5 each onMarch 18, 2026.
Out of the total call money proceeds, H 14,159.61 Crore wasutilized by the Company towards the objects as stated inthe Rights Issue Letter of Offer as at March 31, 2026.
In respect of the balance 1,110,668 partly paid-up equityshares on which First and Final Call remains unpaid, theCompany shall issue reminder notice(s) in due course,in accordance with the applicable laws and subject tonecessary approvals of the Board/ Committee thereof.
Subsequent to the financial year, the Board of the Companyapproved a composite transaction comprising issuanceand allotment of upto 146,761,335 fully paid-up equityshares of the Company to Indian Continent InvestmentLimited ('ICIL'), a promoter group entity of the Company,on a preferential basis ('Preferential Issue'), against swap ofupto 16.31% shareholding i.e. upto 595,204,251 equity sharesof USD 0.50 (Fifty cents) each fully paid-up held by ICIL, inAirtel Africa plc ('Airtel Africa'), an overseas listed subsidiaryof the Company, in compliance with the applicableprovisions of the Act, SEBI (Issue of Capital and DisclosureRequirements) Regulations, 2018, Foreign ExchangeManagement Act, 1999 and other relevant statutory andregulatory requirements. The composite transaction issubject to the approval of the members of the Companyand other regulatory approvals, as may be required.
The Board believes that the arrangement will enhancealignment between Bharti Airtel and Airtel Africa, providegreater flexibility in capital allocation and cash flowmanagement across the Group and further reinforce theCompany's long-term commitment to the African market.The arrangement will also enable shareholders of BhartiAirtel to participate more directly in the future growth,value creation and strategic opportunities arising fromAirtel Africa's operations, while supporting a simplified andefficient group structure. Upon completion, Bharti Airtel'seffective stake in Airtel Africa will increase to upto ~79%,thereby strengthening the Company's economic interest inone of its key growth platforms.
During the year, the Board approved amendments tothe Articles of Association ('AoA') of the Company to,inter alia, align certain provisions with the shareholders’arrangement between Bharti Telecom Limited (Promoter)and Pastel Limited (Promoter Group company), streamlinegovernance-related provisions and incorporate otherconsequential and enabling changes in line with theevolving legal, regulatory and business requirementsof the Company.
Further, the Board also approved amendment to the ObjectClause of the Memorandum of Association ('MoA') of theCompany to align the Company’s objects with the evolvingregulatory framework under the Telecommunications Act,2023 and to broaden the scope of its telecommunications,digital infrastructure and technology-relatedactivities, including emerging and next-generationcommunication services.
The members of the Company through special resolutionpassed by way of Postal Ballot on February 1, 2026,approved the aforesaid amendments to the AoA andMoA of the Company. The latest copies of MoA and AoAare available on the Company's website athttps://www.airtel.in/about-bharti/equitv/corporate-governance/memorandum-and-articles.
Auditors and Auditors' Report
The Company maintains robust policies and governancepractices to ensure the highest standards of auditindependence, integrity and accountability. At thetime of appointment or re-appointment of auditfirms, the Audit Committee and Board of Directorsundertake a comprehensive evaluation process toassess independence, potential conflicts of interest, pastperformance, governance track record and alignment withregulatory standards. The evaluation also considers thefirm's experience, industry knowledge, global capabilitiesand technical competence, overall audit approach, sectorexpertise and understanding of Company's business etc.
In addition to this, the Audit Committee regularlyexercises strong oversight with well-defined checks andbalances to review auditors' independence, safeguardauditor objectivity and uphold stakeholder trust. Thisdisciplined approach and practices at Airtel reflect itsunwavering commitment to sound financial reporting andgovernance excellence.
The profiles of Company's Auditors are available on itswebsite and can be accessed by clicking here.
Deloitte Haskins & Sells LLP, Chartered Accountants('Deloitte') were re-appointed as the Statutory Auditors ofthe Company at the 27th AGM held on August 12, 2022, for aperiod of five years i.e. till the conclusion of 32nd AGM.
Deloitte have confirmed that they are not disqualifiedfrom continuing as Statutory Auditors of the Company andsatisfy the independence criteria in terms of the applicableprovisions of the Act and Code of Ethics issued by theInstitute 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, havebeen included in the notes to financial statements sectionof this Integrated Annual Report. The point-wise responsesof the Company, are as under:
As regards the comments under para i(a) of the AnnexureB to the Independent Auditor's Report regarding updationof quantitative and situation details relating to certainfixed assets, the Company as per the program of physicalverification of fixed assets to cover all the items over aperiod of three years, conducted physical verification offixed assets during the quarter ended March 31, 2026. TheCompany, in order to keep the network up and running,moves network equipments from one site location toanother on urgent basis to ensure that its network isrunning seamlessly, for each movement situation is laterupdated in Fixed Assets Register.
As regards the comments under para i(b) of the Annexure Bto the Independent Auditors' Report regarding no physicalverification of customer premises equipment, bandwidthand optic fiber cable due to their nature or location; thecustomer premises equipment are located at subscriber'spremises and physical check of the equipment is generallynot possible. Additionally, bandwidth and optic fiber cabledue to their nature and location is not practically feasible tophysically verify.
As regards the comments under para i(c) of the AnnexureB to the Independent Auditors' Report regarding transferof title deed in the name of the Company, the ownershipand physical possession of these properties are lying withthe Company. The mutation of title deeds or transfer ofconveyance deed are pending in the name of the Company.
Planned transition of Statutory Auditors: The current termof Deloitte as Statutory Auditors, is due to conclude at the32nd Annual General Meeting to be held in the calendar year2027, upon completion of the maximum permissible tenureunder the applicable provisions of the Act. In order to ensurea smooth and orderly transition of the Statutory Auditors,the Audit Committee undertook a comprehensive andtransparent selection process for identifying the successoraudit firm during the year. Based on the recommendationof the Audit Committee and after considering, inter alia,the firm's credentials, industry experience, audit qualityframework, independence and capability to serve acompany of Bharti Airtel's scale and complexity, the Board,on the recommendation of Audit Committee, approved theappointment of S.R. Batliboi & Associates LLP, CharteredAccountants, as the Statutory Auditors of the Companywith effect from the conclusion of the 32nd Annual GeneralMeeting, subject to the approval of the shareholders.
Bharti Airtel operates within a robust control environment,underpinned by well-defined policies & processes anda rigorous compliance framework which ensure ethical,efficient and transparent conduct of business. Thisframework safeguards the Company's assets, ensuresoptimal utilisation of resources and supports the timely,accurate recording of financial and operational transactions.
These elements of the control environment are periodicallytested and reviewed by Company's Internal AssuranceGroup ('IAG') led by the Chief Internal Auditor and ably
supported by reputed independent professional firms,namely Ernst & Young LLP, Chartered Accountants and ANB& Co., Chartered Accountants as the Internal AssurancePartners. The combination of experienced in-houseassurance function and independent external expertsensures objectivity of audit process as well as effectivevalue addition and protection.
IAG provides assurance regarding the adequacy andoperation of internal controls and processes vide wellestablished internal audit framework. The audits are basedon an internal audit plan, which is derived from a bottoms-up risk assessment and directional inputs from theAudit Committee in consultation with the IAG. The AuditCommittee oversees the scope and coverage of the auditplan and evaluates the overall results of these audits duringthe quarterly Audit Committee meetings. These audits arebased on risk based methodology and, inter-alia, involvethe review of internal controls and governance processes,adherence to management policies and review of statutorycompliances. The Internal Assurance Partners share theirfindings on an ongoing basis for corrective action.
The Board, on the recommendation of the AuditCommittee, had re-appointed Ernst & Young LLP, CharteredAccountants and ANB & Co. Chartered Accountants as theInternal Assurance Partners for FY 2026-27.
Makarand M. Joshi & Co ('MMJC'), Company Secretaries(Firm registration no. P2009MH007000) were appointedas the Secretarial Auditors of the Company at the 30thAnnual General Meeting of the Company held on August 8,2025 for a term of five (5) consecutive years commencingfrom FY 2025-26.
MMJC have confirmed their eligibility and independenceas Secretarial Auditors of the Company and have alsoconfirmed that they are not disqualified to continue suchappointment under applicable laws and Auditing Standardsissued by the Institute of Company Secretaries of India.
Further, MMJC has submitted the Secretarial Audit Reportfor FY 2025-26, confirming, inter-alia, compliance of all theprovisions of applicable corporate laws by the Company andthe report does not contain any qualification, reservation,disclaimer or adverse remark. The Secretarial Audit Reportis annexed as Annexure A of this Report.
The Board, on the recommendation of the AuditCommittee, had appointed Sanjay Gupta & Associates,Cost Accountants ('SGA'), as Cost Auditors, for the financialyear ending March 31, 2026. The Cost Auditors will submittheir report for FY 2025-26 within the timeframe prescribedunder the Act.
Cost Audit report for the FY 2024-25 did not contain anyqualification, reservation, disclaimer or adverse remark.Further, the Company has duly maintained the cost recordsas prescribed by the Central Government under Section148(1) of the Act.
The Board, on the recommendation of Audit Committee,has also re-appointed SGA, as Cost Auditors of theCompany for FY 2026-27 upon confirmation of SGA withrespect to their eligibility, independence, willingness etc.for the said re-appointment.
In accordance with the provisions of Section 148 of theAct read with the Companies (Audit and Auditors) Rules,2014, the remuneration payable to the Cost Auditors hasto be ratified by the shareholders. Accordingly, the Boardrecommends the same for approval by shareholders atthe ensuing AGM.
It may be noted that none of the Auditors of the Companyhave reported any fraud under Section 143(12) of the Actand therefore, no details are required to be disclosed underSection 134(3)(ca) of the Act during the year under review.
Capital Market Ratings
During the year ended March 31, 2026, the Company wasrated by three domestic rating agencies namely CRISIL,CARE, India Ratings & Research Private Limited; andthree international rating agencies namely Fitch Ratings,Moody's and S&P, which are as under:
a) CRISIL upgraded the rating from AA (Positive) to AAA(Stable) on the long-term facilities. Further, the short¬term rating is maintained at 'CRISIL A1 '.
b) CARE maintained the rating at 'CARE AAA (Stable)'for long-term facilities and 'CARE A1 ' for short¬term facilities.
c) India Ratings & Research Private Limited maintainedShort-term ratings at 'IND A1 '.
d) Fitch Ratings maintained the rating at 'BBB- (Stable)'.
e) Moody's upgraded the rating from 'Baa3 (Positive)' to'Baa2 (Stable)'.
f) S&P upgraded the rating from 'BBB-' to 'BBB' whilemaintaining the outlook as 'Positive'.
Transfer of unclaimed dividend and sharesto Investor Education and Protection Fund
In compliance with the applicable provisions of the Actand rules made thereunder, the Company had transferredthe unclaimed dividend of H 2.58 Mn (final dividend for FY2017-18 and interim dividend for FY 2018-19) and 21,731 fully-paid equity shares to Investor Education and ProtectionFund ('IEPF') during FY 2025-26.
A detailed note covering the status of unclaimed dividendlying with the Company and process for claiming refund ofunclaimed dividend and shares from IEPF, forms part of theReport on Corporate Governance.
Employee Stock Option Plans
The Company has instituted a robust and well-governedLong-Term Incentive ('LTI') framework that reinforces aculture of ownership, enable the Company to retain best-in-class talent in a competitive environment and alignsemployee performance with Airtel's long-term strategicgoals and shareholder interests.
As part of LTI framework, the Company has two EmployeeStock Options ('ESOP') schemes in place namely 'EmployeeStock Option Scheme - 2001' and 'Employee Stock OptionScheme - 2005' (collectively referred as 'Schemes') whichare administered and monitored by HR & NominationCommittee and implemented through Bharti AirtelEmployees Welfare Trust. Based on robust performancemanagement process, the ESOPs to eligible employees aregranted with vesting linked to parameters as decided byHR & Nomination Committee from time to time.
In line with Company's governance philosophy andcommitment to aligning executive compensation withlong-term value creation, ESOPs grants to the ExecutiveVice Chairman, Managing Director & CEO (Airtel India)and other members of the Airtel Management Board, have100% performance-based vesting criteria, against theLong-Term Incentive Scorecard determined on variousparameters including Revenue Market Share Growth,EBIT Margin, Operating Free Cash Flow, Relative TotalShareholder Return against peer group of companies, orsuch other metrics/ vesting criteria as approved by HR &Nomination Committee from time to time.
The Schemes comply with SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations, 2021 ('ESOPRegulations') and there were no changes in the Schemesduring the year under review. The certificate fromMakarand M. Joshi & Co, Company Secretaries, SecretarialAuditors, certifying that the Schemes are implementedin accordance with the ESOP Regulations and resolutionspassed by the members from time to time, shall beavailable for inspection by the members in electronic modeduring the AGM.
Pursuant to the provisions of ESOP Regulations, a disclosurewith respect to Schemes of the Company as on March 31,2026, is available on the Company's website athttps://www.airtel.in/about-bharti/equity/results. The periodicdisclosures made by the Company, giving details of grantof ESOPs as approved by HR & Nomination Committeealong with vesting schedules and exercise period etc., arealso available at https://www.airtel.in/aboutbharti/equity/shares/stock-exchange-submissions.
Sustainability Journey
The Board remains committed to the Environmental,Social and Governance (ESG) agenda, striving to embedresponsible and sustainable practices across all aspects ofthe business for the benefit of all stakeholders.
The Board has constituted a Board ESG Committee,which holds overall responsibility for implementing ESGinitiatives and ensuring alignment with leading industrystandards. The Committee reviews and approves key ESGrisks and opportunities (including climate change risk), setsESG targets and monitors the performance and ratings inalignment with our business strategy.
The Company is focused on creating meaningfulimpact by enhancing connectivity, reducing the carbonfootprint while achieving cost efficiencies and drivingtransformative social initiatives to uplift the lives of childrenand youth through Bharti Airtel Foundation's proactiveimplementation and support of quality education and skilldevelopment programs.
Bharti Airtel is dedicated to connecting the entire nationdigitally. As of now, the Company's network covers 96.5%of the population in 7,918 Census towns as well as 816,832non-Census towns and villages. Through strategic networkinvestments, the Company has expanded connectivityto some of India's most remote regions. As part of theRural Expansion Program, the Company has made rapidstrides in expanding high-quality, affordable connectivityto underserved regions through the deployment of over77,500 rural sites across 173,000 villages over five years.Bharti Airtel remains dedicated to expanding 4G and 5Gconnectivity in underserved regions to foster greaterdigital inclusion.
Bharti Airtel is fully committed to the Paris Accord goal oflimiting global temperature rise to below 1.5°C. To supportthis, the Company has in place validated Science BasedTargets to reduce emissions by 50.2% from the operationsand 42% across value chain by 2031.
This year, the Company remained focused on greening thenetwork and enhancing climate resilience. The Companyhas accelerated solar adoption, now powering 41,759network sites. Additionally, by integrating AI/ML into ournetwork, the Company can dynamically switch off radiolayers based on real-time traffic, cutting emissions andlowering energy consumption. Nxtra by Airtel is a memberof RE100 initiative, a flagship global initiative led by ClimateGroup in partnership with CDP and is committed tosourcing 100% renewable electricity to achieve its net-zerogoals by 2031. As of today, 52% of the electricity used in thedata centers now comes from renewable sources.
Bharti Airtel is an ISO 45001 certified Company,demonstrating its commitment to employee well-beingand safety, as evident by the successful completion ofsurveillance audits on health and workplace safety. Thediversity and inclusion initiatives led to a growth in thewomen workforce to 20.4% in FY 2025-26. The Companyhas increased average hours of employee training from 29to 43 showing an increase by 48% from the previous year.
Bharti Airtel continues to drive social impact througheducational initiatives under the Bharti Airtel Foundation.Since inception, the Foundation has impacted 3.7 million
children and over seven million individuals, reflecting theCompany's sustained commitment to nation-buildingthrough human capital development. Additionally, thisyear, on world water day, the Company participated in alarge-scale coastal clean-up drive which was conductedat Ashtalakshmi Beach, bringing together 150 participants,including employees, partners and their families. Theinitiative focused on mitigating marine pollution, enhancingcoastal ecosystem health and fostering communityawareness around responsible waste management.
Bharti Airtel is a member of the Joint Alliance for CSR (JAC),a global initiative led by major telecom operators to advancesustainability and corporate social responsibility acrossthe ICT supply chain. JAC promotes standardised CSRaudits, transparency and improvements in human rights,environmental impact and ethical sourcing to improvesupply chain sustainability. The Company has initiated thejourney towards automation by adopting digital platformsfor prioritised datasets, both internal and for our value chain.
Bharti Airtel is one of the early adopter of GSMA's ESG Metricsframework. The Company is benchmarked annually againstglobal peers in a study conducted by GSMA Intelligence,which assesses performance of telecom companies acrossfour key areas: environment, digital inclusion, digital integrityand responsible procurement. Since the framework's launchin 2023, the Company's disclosures have highlighted itscommitment to sustainability leadership.
The Company's ESG efforts received recognitionfrom several esteemed platforms during the year, asdetailed in the 'Awards and Recognitions' section of thisIntegrated Annual Report.
Corporate Social Responsibility
At Bharti Airtel, Corporate Social Responsibility ('CSR') isdeeply embedded in our purpose of enriching lives andaccelerating inclusive growth. We believe that the long¬term success of our business is intrinsically linked to theprogress and well-being of the communities we serve.Accordingly, we remain committed to creating sustainablesocial impact through focused interventions that advanceeducation, digital inclusion, skill development andcommunity empowerment, while contributing to broadernation-building objectives.
Bharti Airtel has been a pioneer in driving impactful CSRinitiatives. Bharti Airtel Foundation (formerly, BhartiFoundation), the philanthropic arm of Bharti Enterprises,was established in the year 2000, with the objective oftransforming the lives of children and youth to help themachieve their potential by proactively implementingand supporting programs for quality education and skilldevelopment. As a key partner for undertaking developmentprograms for Bharti Airtel and its subsidiaries/joint ventures,Bharti Airtel Foundation acts as an institutionalised bodytowards uplifting communities by supporting holisticeducation programs, with an enhanced focus on digitalinclusion and fostering community development.
In terms of Section 135 of the Act, the Company made aCSR contribution of H 1,763.17 Mn. during the financial year2025-26. Additionally, the Company has also contributedH18.02 Mn. to various other charitable institutions.
In addition to the aforesaid voluntary CSR and othercharitable contributions by the Company, Indiansubsidiaries of the Company have contributed H 2,002.62Mn. towards various CSR activities under Section 135 of theAct, during the year.
The above CSR contributions reflect Company'sunwavering commitment to pursue socio-economic andcultural objectives for benefit of the society at large. Adetailed update on the CSR initiatives of the Company isprovided in the 'Corporate Social Responsibility' section ofthis Integrated Annual Report.
The CSR Committee of the Board provides strategicoversight to the Company's CSR agenda and monitors theimplementation and effectiveness of its programs. Thedetails of the CSR Committee, including its compositionand terms of reference, are provided in the Report onCorporate Governance forming part of this IntegratedAnnual Report. The CSR Policy of the Company, settingout its guiding principles and areas of intervention, can beaccessed on Company's website by clicking here.
The Annual Report on Corporate Social ResponsibilityActivities as per Section 135 of the Act, is annexed asAnnexure B of this Report.
Integrated Reporting
The Company remains steadfast in its 'IntegratedReporting' journey in the current fiscal year, reinforcingits ensuring commitment to transparency, accountabilityand responsible corporate citizenship. Our 9th IntegratedAnnual Report is guided by the principles of InternationalIntegrated Reporting Framework under the aegis of IFRSFoundation and demonstrates how we continue to createsustainable value for all stakeholders through an integratedapproach to strategy, governance, performance andsustainability.
The Board believes that long-term value creation isintrinsically linked to responsible stewardship andsustainable growth. Accordingly, this Report presents acomprehensive update on Company's strategic priorities,performance, opportunities, risks and outcomes, whilereaffirming the Board's commitment to maintaining thehighest standards of governance and disclosure.
Business Responsibility & SustainabilityReport
Pursuant to Regulation 34 of the SEBI Listing Regulations,the Business Responsibility & Sustainability Report ('BRSR')on initiatives taken from an environmental, social andgovernance perspective in the prescribed format, along
with the assurance statement on BRSR Core issued byan Independent third party firm namely DNV BusinessAssurance India Private Limited, is available as a separatesection of this Integrated Annual Report and on theCompany's website viz.https://www.airtel.in/about-bharti/equity/results/annual-results.
Corporate Governance
Driven by our Corporate Governance Philosophybased on trust, transparency and integrity; deep & fairrelationship with stakeholders and ethical businesspractices & standards, we believe that robust governanceis the foundation of sustainable and responsible growth.Accordingly, the Company continues to follow the higheststandards of corporate governance across its businessoperations and adheres to globally recognised andprogressive corporate governance practices.
A detailed Report on Corporate Governance coveringhighlights of such progressive governance practices,pursuant to the requirements of Regulation 34 of theSEBI Listing Regulations, forms part of this IntegratedAnnual Report.
A certificate from Makarand M. Joshi & Co, CompanySecretaries, the Secretarial Auditors of the Company,confirming compliance of conditions of CorporateGovernance during FY 2025-26, as stipulated under the SEBIListing Regulations, is annexed as Annexure C of this Report.
Management Discussion and AnalysisReport
Pursuant to Regulation 34 of the SEBI Listing Regulations,the Management Discussion and Analysis Report for theyear under review, is presented as a separate section of thisIntegrated Annual Report.
Risk Management
At the core of our strategy is a strong commitment to riskmanagement, which is deeply embedded in our operatingframework. We consider risk resilience not merely as asafeguard but as a key enabler of long-term, sustainablegrowth and business continuity. Accordingly, we haveimplemented a comprehensive, enterprise-wide RiskManagement Framework which enables a structured andproactive approach to the identification, assessment,mitigation and monitoring of key strategic risks across theorganisation. These include, among others, sectoral risks,data privacy and security risks, cybersecurity risks andclimate-related risks.
The framework emphasises the development of tailoredresponse plans for each critical risk area, supportedby robust mitigation actions to ensure effectivemanagement. As the business environment continuesto evolve, the Company regularly reviews and enhancesthe adequacy and effectiveness of its Risk ManagementFramework to address emerging challenges and leveragenew opportunities.
The Company has in place a separate Risk ManagementCommittee, chaired by an Independent Director, to, inter-alia, formulate, review and oversee the implementation ofRisk Management Framework, determination of Company'srisk appetite and regularly monitor the risk assessmentsand risk mitigation strategies (risk identification, riskquantification and risk evaluation) etc. The composition,formal Charter of the Committee and attendance at itsmeetings held during the year, are provided in the Reporton Corporate Governance.
The Chief Risk Officer is responsible for assisting the RiskManagement Committee on an independent basis with acomplete review of the risk assessments and associatedmanagement action plans.
Detailed update on Risk Management Framework(including Risk Governance; Risk Identification andprioritisation process; key strategic risks and impactthereof; and mitigation actions etc.) has been given under'Risk and mitigation framework' section of this IntegratedAnnual Report. At present, in the opinion of the Boardof Directors, there are no risks which may threaten theexistence of the Company.
Internal Financial Controls and theiradequacy
The Company has established a robust framework forinternal financial controls. It has put in place adequatesystems of internal financial control commensurate withthe size, scale and complexity of its operations. Thesesystems provide a reasonable assurance in respect ofproviding financial and operational information, complyingwith applicable statutes and policies, safeguardingof Company's assets, prevention and detection offrauds and errors, accuracy and completeness ofaccounting records etc.
The Board periodically reviews the internal policies andprocesses including internal financial control systemsand accordingly, the Directors' Responsibility Statementcontains a confirmation as regards adequacy of the internalfinancial controls. Ther effectiveness of internal financialcontrols is also assessed through management reviews,self-assessment, continuous monitoring by functionalheads as well as testing of the internal financial controlsystems during the course of internal and statutory audits.
In addition to the above, Deloitte Haskins & Sells LLP,Chartered Accountants, Statutory Auditors, have done anindependent evaluation of Internal Controls over FinancialReporting ('ICoFR') and expressed an unqualified opinionstating that the Company has, in all material respects,adequate ICoFR and such controls were operatingeffectively as on March 31, 2026.
Compliance Management
The Company has in place a robust and institutionalisedcompliance management framework to ensure rigorous andongoing adherence to the applicable laws and regulations.As a part of this structured framework, the Company hasinstituted a centralised online compliance managementsystem, based on a comprehensive inventory of applicablelaws, which is reviewed and updated on a regular basis toreflect the changes in legal and regulatory landscape.
The compliance management system is driven by a robuststandard operating procedure providing guidance onbroad categories of applicable laws and detailed processfor monitoring compliances. The system enables proactiveautomated alerts to compliance owners and complianceapprovers, for each compliance requirement at definedintervals. The compliance owners certify the compliancestatus which is reviewed by compliance approvers and aconsolidated compliance dashboard is presented to theSenior Management.
As an integral part of the governance framework, aquarterly compliance certificate, together with details ofany significant non-compliances and corrective actions,is placed before the Audit Committee and the Boardfor review and oversight. The Company also leverages acentralised Notice Management System to monitor, trackand facilitate timely resolution of statutory and regulatorynotices received across its operations.
This technology-enabled, process-driven approachreflects Company's commitment to fostering a cultureof accountability, transparency and continuouscompliance excellence.
Other Statutory Disclosures
The Company has adopted a Vigil Mechanism/ WhistleBlower Policy forming part of Code of Conduct of theCompany, which covers all stakeholders of the Company.The said policy defines the framework and procedurefor stakeholders to voice their genuine concerns aboutunethical conduct that may be actual or threatenedbreach with the Company's Code of Conduct. The policyaims to ensure that genuine complainants are able toraise their concerns in full confidence, without any fear ofretaliation or victimisation and also allows for anonymousreporting of complaints. The Code of Conduct coveringVigil Mechanism/ Whistle Blower Policy, is available on theCompany's website which can be accessed by clicking here.
The Audit Committee of the Company is responsible forreviewing and monitoring the whistle blower mechanism.The Audit Committee also reviews report on whistle blowercomplaints on a quarterly basis.
In compliance with Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,
2013 ('POSH Act'), the Company has adopted a detailedpolicy and constituted Internal Complaint Committees forproviding redressal mechanism pertaining to any reportedevent of sexual harassment of employees at workplace.The Company's policy on prevention of sexual harassment('POSH Policy') is available on its website which can beaccessed by clicking here.
Further, details regarding the POSH Policy, includingthe details of the complaints received and disposed-offduring the year, are provided in the Report on CorporateGovernance and Business Responsibility & SustainabilityReport, which form part of this Integrated Annual Report.
During the year under review, the Company has compliedwith the provisions of the Maternity Benefit Act, 1961 readwith the relevant provisions of the Code on Social Security,2020, to the extent notified.
In terms of Section 92(3) read with Section 134(3(a) of theAct and rules thereto, the Annual Return of the Company inForm MGT-7 for the financial year ended on March 31, 2026is available on the Company's website athttps://www.airtel.in/about-bharti/equity/results. The Annual Return will beelectronically submitted to the Registrar of Companieswithin the timelines prescribed under the Act.
In compliance with the provisions of the Act and SEBIListing Regulations, the Company extends financialassistance in the form of investment, loan, guarantee etc.to its subsidiaries, from time to time in order to meet theirbusiness requirements. Particulars of investments, loans andguarantees form part of Note nos. 7, 9 and 22, respectivelyto the standalone financial statements provided in thisIntegrated Annual Report. The Company is in the businessof providing telecommunication services which is coveredunder the definition of 'infrastructure facilities' in terms ofSection 186 read with Schedule VI of the Act.
During the financial year, the Company did not accept anydeposits, including from public under Chapter V of the Act.Further, no amount of principal or interest was outstandingas on the balance sheet closure date.
The Company has put in place a comprehensive andwell-defined governance framework for overseeingrelated party transactions ('RPTs'). The framework reflectsthe Company's commitment to transparency, fairness
and safeguarding stakeholder interests. In terms of theapplicable laws, the RPTs are subject to an in-depth reviewand pre-certification by leading independent globalvaluation/ accounting firms to ensure that the proposedterms of RPTs strictly adhere to arm's length principles andare consistent with best market practices.
The Audit Committee plays a pivotal role in the RPTgovernance process. It relies on the certifications anddetailed analysis provided by the independent valuationand accounting firms and conducts an in-depth evaluationof the proposed transaction terms before granting itsapproval. The representatives of valuation/ accountingfirm(s) are available to address the queries of AuditCommittee members, reinforcing the objectivity andindependence of the review process.
In addition to prior approval and in-depth review of eachRPT and/ or subsequent modification thereof, the AuditCommittee undertakes a quarterly review of actual RPTs toensure they remain in compliance with internal policies andregulatory requirements. This proactive and disciplinedapproach underlines Company's unwavering commitmentto sound governance, risk management and protection oflong-term shareholder value.
The Company has in place a detailed 'Policy on RelatedParty Transactions' (RPT Policy') which, inter-alia, coversregulatory framework around RPTs, robust RPT governanceprocess etc. The RPT Policy also mandates that any memberof the Audit Committee/ Board Member having a potentialinterest in the proposed RPT, will recuse himself and abstainfrom discussion and voting on the proposal for approvalof the said transaction. The RPT policy is available on theCompany's website and can be accessed by clicking here.
During the FY 2025-26, the Company had entered intomaterial related party transaction with Indus TowersLimited, subsidiary company as per Section 188 of the Actand rules made thereunder. Necessary disclosure in formAOC-2 in this regard is given in Annexure D of this Report.Further, all arrangements/ transactions entered into bythe Company with its related parties during the year underreview, were in the ordinary course of business, on arm'slength terms and were not in any way prejudicial to theinterest of its minority shareholders. The Company or anyof its subsidiary has not extended any financial assistanceto promoter or promoter group entities which has beenwritten-off during last three years.
In compliance with the requirement of SEBI ListingRegulations, names of related parties and details oftransactions with them have been included in Note nos.34 and 35 to the standalone and consolidated financialstatements, respectively, forming part of this IntegratedAnnual Report.
A detailed note on energy conservation, technologyabsorption and foreign exchange earnings & outgo asrequired under Section 134(3) of the Act read with the Rule8 of the Companies (Accounts) Rules, 2014, is annexed asAnnexure E of this Report.
Disclosures relating to remuneration of directors undersection 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 Section197(12) of the Act and read with Rule 5(2) and Rule 5(3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 form part of this Integrated AnnualReport. The Integrated Annual Report is being sent to theshareholders, excluding the aforementioned information.The information will be available for inspection at theregistered office of the Company on all working days(Monday to Friday) between 11.00 a.m. and 1.00 p.m. uptothe date of ensuing AGM and a copy of the same will alsobe available electronically for inspection by the membersduring the AGM. Any member interested in obtainingsuch information may write to the Company Secretaryof the Company.
There was no change in nature of the business of theCompany during the financial year ended on March 31, 2026.
During the FY 2025-26, there were no significant andmaterial orders passed by the regulators or courts ortribunals impacting the going concern status and theCompany's operations in the future.
There were no applications made or proceedings pendingagainst the Company under the Insolvency and BankruptcyCode, 2016 as amended, before the National Company LawTribunal or other Courts as on March 31, 2026.
Save and except the events/ matters disclosed in othersections of this report, there were no other materialchanges and commitments affecting the financial positionof the Company between the end of financial year and thedate of this report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act, the directors, to the bestof their knowledge and belief, confirm that:
a) in preparation of the annual accounts, the applicableaccounting standards had been followed, along withproper explanation relating to material departures;
b) the directors had selected such accounting policiesand applied them consistently and made judgementsand estimates that are reasonable and prudent, so asto give a true and fair view of the state of affairs of theCompany at the end of the financial year and of theprofit and loss of the Company for that period;
c) the directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
d) the directors had prepared the annual accounts on agoing concern basis;
e) the directors, had laid down internal financial controlsto be followed by the Company and that such internalfinancial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
Key initiatives with respect to stakeholderrelationship, customer relationship,environment, sustainability, health, safetyand welfare of employees
The key initiatives taken by the Company with respectto stakeholder relationship, customer relationship,environment, sustainability, health and safety etc.are provided under various Capitals and BusinessResponsibility & Sustainability Report, form part of thisIntegrated Annual Report. The Environment, Health andSafety Policy and Human Rights Policy, are available on theCompany's website athttps://www.airtel.in/sustainability-file/embedding-sustainability.
Compliance of Secretarial Standards
During FY 2025-26, the Company has complied withthe applicable provisions of the Secretarial Standards(SS-1 and SS-2) relating to 'Meetings of the Board ofDirectors' and 'General Meetings' issued by the Instituteof Company Secretaries of India and notified by Ministryof Corporate Affairs in terms of the provisions of Section118 of the Act.
Acknowledgements
The Board places on record its sincere appreciation to theDepartment of Telecommunications, the Central and StateGovernments in India, the governments and regulatoryauthorities across Airtel Africa's footprint, the Company'sbankers, business partners and other stakeholders for theircontinued support, cooperation and guidance.
The Board also expresses its heartfelt gratitude to theCompany's employees for their unwavering commitment,dedication and contribution towards delivering strongoperational and business performance. The Boardacknowledges with appreciation the continued trustand support of the Company's customers, shareholders,
including Bharti Telecom Limited and SingaporeTelecommunications Limited and all other stakeholders whohave contributed to the Company's growth and success.
The Board looks forward to their continued support as theCompany pursues its vision of creating sustainable valuefor all stakeholders.
For and on behalf of the BoardSunil Bharti Mittal
Date: May 13, 2026 Chairman
Place: Gurugram DIN: 00042491